Exhibit 4.6
CONAGRA FOODS, INC.
COMMON STOCK
$5.00 PAR VALUE
See Reverse For Certain Definitions
CUSIP 205887 10 2
This Certifies that
is the owner of
Full paid and non-assessable shares, of the common stock
of ConAgra Foods, Inc. transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all provisions of the Certificate
of Incorporation of the Corporation and all amendments thereto (copies of which
are on file with the Corporation) to all of which the holder by acceptance
hereof assents. This Certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
Secretary Chairman of the Board
Countersigned and registered:
Wells Fargo Bank Minnesota, N.A.
Transfer Agent and Registrar,
By
Authorized Officer
Incorporated Under the Laws of the State of Delaware
[Graphic Material consisting of the corporate seal and a statuary
image holding horn of plenty amid fields of agricultural plenty]
<PAGE>
CONAGRA FOODS, INC.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
TOD - transfer on death
UNIF GIFT MIN ACT - __________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________________________
(State)
UNIF TRAN MIN ACT - __________ Custodian __________
(Cust) (Minor)
under Uniform Transfer to Minors
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
--------------------------------------------------------------------------------
The corporation will furnish to any stockholder upon request and without charge,
a further statement of the designations, preferences, limitations, and relative
rights of shares of each class to be issued and the variations in the relative
rights and preferences between the shares of each series within each class so
far as the same have been fixed and determined, and the authority of the Board
of Directors to fix and determine the relative rights and preferences of
subsequent series of stock. Requests may be directed to the Secretary of the
Corporation, One ConAgra Drive, Omaha, Nebraska 68102-5001.
SALE OR TRANSFER AUTHORIZATION
For value received __________________ hereby sell, assign and transfer unto
Please insert social security or other identifying number of assignee __________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ shares
of the capital stock represented by this Certificate, and do hereby irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated, ______________________________
______________________________
______________________________ Signature of stockholder(s)
Signature(s) guaranteed by:
_____________________________________________________
(Signature(s) must be guaranteed by either a bank, trust company or broker)
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between ConAgra, Inc. and Wells Fargo Bank
Minnesota, N.A. (F.K.A. Norwest Bank Minnesota, N.A.), dated as of July 12,
1996, as the same may be amended from time to time (the "Rights Agreement"), the
terms of which are hereby incorporated herein by reference and a copy of which
is on file at the principal executive offices of ConAgra Foods, Inc. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. ConAgra Foods, Inc. will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights Agreement,
Rights issued to Acquiring Persons (as defined in the Rights Agreement) may
become null and void and will no longer be transferable.
Notice: The signature to this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargement, or any change whatever.
ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTIONS (SUCH AS A BANK OR
BROKER) WHICH IS A PARTICIPANT IN EITHER THE SECURITIES TRANSFER AGENTS
MEDALLION PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION
SIGNATURE PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND
MUST NOT BE DATED. GUARANTEES ONLY BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.
