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EXHIBIT 10.2
AMENDMENT TO THE
CONAGRA LONG TERM SENIOR MANAGEMENT INCENTIVE PLAN
OPERATIONAL DOCUMENT
Effective November 29, 1990, the ConAgra Long Term Senior Management Incentive
Plan Operational Document ("Document") is amended as set forth below:
ARTICLE I
Section 4 is amended to read, as follows:
"4. COMPUTATION OF AWARD. The Committee shall compute the amount of the
Award for each fiscal year. A preliminary calculation of the Award shall be
made in July of each year. The preliminary calculation will be verified
after receipt of the audited financials for the year. The amount of the
Award shall be calculated according to the following steps:
"A. The fully diluted after-tax earnings per share shall be
calculated by dividing after-tax earnings for the fiscal year by
the weighted average of common and common equivalent shares that
are applicable to fully diluted earnings for the fiscal year.
"B. Calculate the Compounded Fully Diluted After-Tax Earnings Per
Share for the fiscal year. For fiscal year end 1996 and
fiscal years thereafter, the Compounded Fully Diluted After-
Tax Earnings Per Share for the fiscal year shall be the result
of multiplying 1.2762816 by the Base After-Tax Earnings Per
Share. The Base After-Tax Earnings Per Share shall be the 5-
year average of the Fully Diluted After-Tax Earnings Per Share
for the 7th, 6th, 5th, 4th and 3rd fiscal years preceding the
applicable fiscal year. The 1.2762816 is the factor used to
reflect a 5% compounding of the Base After-Tax Earnings Per
Share.
"For fiscal year ends preceding fiscal year ending 1996, the Base
5-Years Averages and factors set forth below shall be used to
calculate the Compounded Fully Diluted After-Tax Earnings Per
Share:
FYE BASE 5-YRS. AVERAGE FACTOR
1991 Preceding 12th, 11th, 10th 1.6288946
9th, 8th Fiscal Years
1992 Preceding 11th, 10th, 9th 1.5513282
8th, 7th Fiscal Years
1993 Preceding 10th, 9th, 8th 1.4774554
7th, 6th Fiscal Years
1994 Preceding 9th, 8th, 7th, 1.4071004
6th, 5th Fiscal Years
1995 Preceding 8th, 7th, 6th 1.3400956
5th, 4th Fiscal Years
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EXHIBIT 10.2 (CONTINUED)
"C. The Award shall be equal to 8% of the result of multiplying the
weighted average of common and common equivalent shares that are
applicable to fully diluted after-tax earnings for the year times
the excess of the fully diluted after-tax earnings per share for
the year over the Compounded Fully Diluted After-Tax Earnings Per
Share.
"After-tax earnings means income for the fiscal year after all taxes
but before a gain or loss on significant asset disposals and the
Award; provided, however, after-tax earnings shall be determined in
the sole and absolute discretion of the Committee. Prior to the
distribution of an Award, the Committee, in its sole and absolute
discretion, may reduce the amount of the Award and the share of any
participant in an Award."
ARTICLE II
Section 5 is amended to read, as follows:
"5. DISTRIBUTION. Each participant's share of the Award shall be made in
cash, or ConAgra stock, or part in ConAgra stock and part in cash, as
determined by the Committee. Normally, both the stock and the cash portions
will be distributed upon verification of the preliminary calculation.
However, at its sole and absolute discretion, the Committee may pay all or
a portion of the Award at such time as the Committee deems appropriate. Any
participant who is not employed on the payment date shall not receive a
payment unless the failure to be employed is on account of death, total and
permanent disability, or retirement.
"Each person who receives a distribution will be notified of:
"A. The amount distributed to him.
"B. Nature of any restrictions.
"C. The current fair market value of the participant's share of
the Award."
This Document has been adopted by the Board of Directors and Compensation
Committee of ConAgra, Inc. on November 29, 1990.
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