CONAGRA INC /DE/
S-8, EX-24, 2000-08-24
MEAT PACKING PLANTS
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                                                                      Exhibit 24

                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  C. M. Harper
                                     C. M. Harper


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Robert A. Krane
                                     Robert A. Krane


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Mogens Bay
                                     Mogens Bay


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Carl E. Reichardt
                                     Carl E. Reichardt


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Ronald W. Roskens
                                     Ronald W. Roskens


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as her true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for her and in her  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Marjorie M. Scardino
                                     Marjorie M. Scardino


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Walter Scott, Jr.
                                     Walter Scott, Jr.




<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 22nd day of June, 2000.

                                     /s/  Kenneth E. Stinson
                                     Kenneth E. Stinson


<PAGE>


                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE  PRESENTS,  the  undersigned  Director  of ConAgra,
Inc., a Delaware  corporation,  hereby constitutes and appoints each of Bruce C.
Rohde  and  James  P.  O'Donnell,  or  either  of them,  as his true and  lawful
attorney-in-fact  and agent,  each  having  full power to act,  together or each
without  the  other,  for him and in his  name,  place  and stead in any and all
capacities,  to do any  and  all  acts  and  things  and  execute  any  and  all
instruments  which said  attorney  and agent may deem  necessary or desirable to
enable ConAgra,  Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities Exchange Commission in
respect thereof, in connection with the registration under said Act of shares of
common stock of ConAgra,  Inc., par value $5.00 per share,  which may be offered
for sale or sold under the  International  Home Foods,  Inc.  1997 Stock  Option
Plan,  or upon the exercise of options  assumed by ConAgra,  Inc. in  connection
with ConAgra,  Inc.'s  acquisition  of  International  Home Foods,  Inc., or any
ConAgra  plan  providing  for the  assumption  of such  options,  together  with
interests  in such  Plans,  including  specifically,  but without  limiting  the
generality  of the  foregoing,  power and authority to sign the name of ConAgra,
Inc. and the name of the  undersigned  Director to the one or more  registration
statements,  any amendments thereto,  and to any instruments and documents filed
as part of or in  connection  with said  registration  statements  or amendments
thereto; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue thereof.

       IN WITNESS  WHEREOF,  the  undersigned  has hereunto signed this power of
attorney this 29th day of June, 2000.

                                     /s/  Clayton K. Yeutter
                                     Clayton K. Yeutter




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