Exhibit 10.1

             PLAN FOR ASSUMPTION OF INTERNATIONAL HOME FOODS OPTIONS

Notice to Optionee:

     You are the holder of options which were previously  exercisable for shares
of International Home Foods, Inc. common stock. Options representing one-half of
the economic  value of your  options were  canceled and cashed out by ConAgra in
connection with its acquisition of International  Home Foods on August 24, 2000.
ConAgra  assumed  your  options  that were not  canceled  and cashed out.  Those
options are now exercisable for shares of ConAgra common stock.

     Each option to purchase  shares of  International  Home Foods  common stock
assumed by ConAgra has been adjusted so that the holder is entitled to purchase:

         (a) a number  of  shares  of  ConAgra  common  stock  equal  to 1.09384
         multiplied by the number of shares of  International  Home Foods common
         stock which were previously subject to the option and not cashed out;

         (b) at  an  exercise price determined by dividing the exercise price of
         your options prior to the merger by 1.09384.

     For  example,  an  International  Home Foods  stock  option to  purchase 50
shares,  which is assumed by ConAgra  and not  canceled  and cashed  out,  at an
option  price of $12.00 per share, would be converted  to 54 shares at an option
price of $10.97  per share.  The  ConAgra  common  stock you will  receive  upon
exercise of options will be delivered in whole shares.  You will receive cash in
lieu of a  fractional  share of ConAgra  common  stock that you would  otherwise
receive upon the exercise of options  based on the closing  price of the ConAgra
common stock on the trading day  immediately  prior to the day you exercise your
options.

     All of your  International  Home Foods  options  assumed by ConAgra are now
fully vested and exercisable,  notwithstanding  any prior vesting schedule.  The
expiration  date(s)  and other  terms of your  option(s)  which were  assumed by
ConAgra remain unchanged. For tax purposes, the status of your option(s) has not
changed.