Exhibit 10.12

                                 NOTICE OF AWARD
                                       OF
                            STOCK APPRECIATION RIGHT


Name of Awardee:           Name
Date of Award:             May 29, 1998
Award Units:               SARAmount
SAR Base Price:            U.S.$34.25
Employing Affiliate:       Employer

     Agribrands International,  Inc. (the "Company" or "Agribrands") has adopted
a  Incentive  Stock  Plan (the  "Plan") to  attract,  retain  and  motivate  key
employees of the Company or Affiliates of the Company  (hereinafter  referred to
as an  "Affiliate")  who make  important  contributions  to the  Company  or its
Affiliates.

     Certain key employees of Affiliates  are nationals of countries  other than
the  United  States  residing  outside  the  United  States.  Due to  the  legal
uncertainty or conditions related to issuing stock to individuals outside of the
U.S.,  the Plan in  paragraph  G of Section VI allows for the  issuance of Stock
Appreciation Rights ("SAR").

     From time to time, the Company will request that its Affiliate(s) provide a
benefit in the form of a SAR to such key  Employees.  This is a notice  that you
have been awarded SARs under this Plan.

The  above  named  Affiliate,  therefore,  is being  asked to  establish  a cash
compensation program which will entitle you to receive this SAR.


     1.   Grant of SAR. As of the Date of Award, you are granted a SAR. This SAR
          entitles you to receive from the  Affiliate a payment in cash based on
          the number of Award  Units  identified  above.  The value of the award
          will be equal to the Award Units then being  exercised  multiplied  by
          the  difference  between Fair Market Value of the Company's  Stock and
          the SAR Base Price on the Exercise  Date,  less all  applicable tax or
          benefit  withholdings  subject  to the terms of this  award (the "Unit
          Value").

       The Fair Market Value of the Company's Stock shall mean the closing price
         for a share of Company Stock as reported by the New York Stock
           Exchange for Composite Transactions on the Exercise Date.

     2.   Exercise Period.  Subject to the terms and conditions  identified here
          and in the Plan, you may Exercise the SAR, fully or partially,  during
          the  period  beginning  on May 29,  2003 and  ending on May 28,  2008,
          unless you are no longer  employed by the Company or an Affiliate.  If
          you are no longer an Employee of Company or an  Affiliate,  this Award
          will only be Exercisable in accordance  with the provisions in Section


                                      
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          3. This SAR Award may also become fully  Exercisable for reasons other
          than  termination of employment which are identified in Sections 3 and
          4 below.

     3.   Acceleration   of  Exercise   Period.   This  SAR  Award  will  become
          immediately  Exercisable  upon the  occurrence of any of the following
          events while you are an Employee of the Company or any Affiliate:

          a. death;

          b. determination of Disability;

          c.   voluntary termination of employment at or after attainment of the
               age of 62;

          d.   the   involuntary   termination  of  employment,   other  than  a
               Termination for Cause,  including but not limited to, termination
               due  to  the  sale  or  other   disposition   of  the   stock  or
               substantially  all of the assets of the Company or the  Affiliate
               with which you are then employed; or

          e.   a Change of Control of the Company as defined in the Plan.

     Transfers  among  the  Company  and  its  Affiliates  do not  constitute  a
     termination  of  employment  and do not  cause  the  Exercise  Period to be
     Accelerated.

     4.   Exercise  After  Certain  Events.  Upon the  occurrence  of any of the
          events  described  in Section 3 above,  any Award  Units  which are or
          become  Exercisable on the date of such event shall remain Exercisable
          during the period stated below,  but, in any event, not later than May
          28, 2008:

          a.   If your  employment  is  terminated  due to death,  Disability or
               retirement  at or  after  attainment  of age 62,  if no  event of
               forfeiture occurs,  such Award Units shall remain Exercisable for
               three (3) years thereafter;

          b.   If your employment is involuntarily terminated, for reasons other
               than  Termination  for  Cause,  such  Award  Units  shall  remain
               Exercisable for six (6) months thereafter; or

          c.   When,  prior to a Change of Control,  there has occurred an event
               of  forfeiture  as defined in Section 6 herein  below,  the Award
               Units, to the extent  exercisable,  shall remain  Exercisable for
               thirty (30) days thereafter.

     5.   Exercise of SAR.  You may  Exercise,  totally or  partially,  a SAR by
          delivering to the Secretary of the Company at the Corporate  Office in
          St. Louis, a completed  Notice of Stock  Appreciation  Right Exercise,
          using  the  form  attached   hereto  as  Exhibit  A  (the  "Notice  of
          Exercise").  The  Exercise  Date will be the Business Day on which the
          Secretary receives the Notice of Exercise provided it is received on a
          date  after all  conditions  to  Exercise  are  satisfied.  Any issues
          regarding  the date of  receipt  of the  Notice of  Exercise  shall be
          finally determined by the Secretary in his/her sole discretion.


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          Within thirty (30) days, following the Exercise Date, the Company will
          direct the  Affiliate  then  currently  employing you to pay to you in
          local  currency  a bonus  equivalent  to the  Unit  Value.  The  local
          currency equivalent due will be calculated at the free market rate for
          purchasing  local  currency with United States Dollars on the Exercise
          Date (any  questions  regarding  the relevant  local  currency rate of
          exchange will be finally  determined by the  Nominating & Compensation
          Committee of the Board of Directors of the Company or its delegee (the
          "Committee").  All decisions of the Committee,  including its delegee,
          shall be final and within its sole discretion.

     6.   Forfeiture.  Prior to a change of  Control,  this  Award is subject to
          forfeiture upon the occurrence of one of the following events:

          a.   Your employment by the Affiliate is Terminated for Cause;

          b.   You engage in competition with the Company or any Affiliate; or

          c. You voluntary terminate your employment prior to the age of 62.

          If there is an event of  forfeiture,  the portion of the Award that is
          exercisable  at that time may be  exercised  as set forth in Section 4
          hereof. Forfeiture shall be determined by the Committee or its delegee
          and all  decisions of the  Committee or its delegee shall be final and
          within its sole discretion.

     7.   Definitions.  Unless  otherwise  defined in this Award,  defined terms
          used in this document  shall have the same meaning as set forth in the
          Plan.

               "Disability"  shall mean a mental or physical  disability  as, in
          the opinion of the  Committee or its delegee,  will prevent an Awardee
          from ever resuming  work of the same general  nature as that which was
          performed for the Company or Affiliate,  as  applicable,  prior to the
          disability.

               "Termination  for Cause"  shall  mean  Awardee's  termination  of
          employment
          with  the  Affiliate   because  of  the  willful   engaging  in  gross
          misconduct;  provided, however, that a Termination for Cause shall not
          include  termination  attributable to: (i) poor work performance,  bad
          judgment or negligence on the part of Awardee, (ii) an act or omission
          believed  by Awardee  in good faith to have been in or not  opposed to
          the best  interests of the Company and its  Affiliates  and reasonably
          believed by Awardee to be lawful,  or (iii) the good faith  conduct of
          Awardee in connection with a Change of Control  (including  opposition
          to or support of such Change of Control).

     8.   Severability.  The invalidity or  unenforceability of any provision of
          this  document in any  jurisdiction  shall not affect the  validity or
          enforceability of the remainder in that jurisdiction,  or the validity
          or  enforceability  of this Award,  including that  provision,  in any
          other  jurisdiction.  To the extent  permitted by applicable  law, the
          Company and Awardee  each waive any  provision of law that renders any
          provision in this document invalid, prohibited or unenforceable in any
          respect.  If any  provision of this Award is held to be  unenforceable


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          for any reason,  it shall be adjusted rather than voided, if possible,
          in order to achieve the intent of the parties to the extent possible.

     9.   Adjustments.  Upon any extraordinary dividend,  stock split-up,  stock
          dividend, issuance of any targeted stock, recapitalization, warrant or
          rights  issuance or  combination,  exchange or  reclassification  with
          respect to any outstanding class or series of Stock, or consolidation,
          merger  or  sale  of all or  substantially  all of the  assets  of the
          Company, the Committee shall cause appropriate  adjustments to be made
          to the terms of this Award.

     10.  Non-transferability.     The    SAR's    are     non-assignable    and
          non-transferrable  other  than  by will or the  laws  of  descent  and
          distribution, and are Exercisable, during your lifetime, only by you.

     11.  Stockholder  Rights. You shall not have any rights as a stockholder of
          the  Company  with  respect  to any  Stock  which may be the basis for
          calculating this Award.

     12.  Employment.  The Awardee is employed by the Affiliate.  You agree that
          the Award does not create an employment relationship with the Company.

     13.  No Illegal  Transactions.  You shall not be entitled to Exercise a SAR
          nor  receive  the  benefits  thereof,  and neither the Company nor any
          Affiliate  shall  pay  benefits  to you if  such  Exercise,  delivery,
          receipt or payment of benefits  would  constitute  a violation  of any
          provision of any law or regulation of any governmental authority which
          may be applicable to the Plan or this Award.


         Acknowledged and Accepted:.             Agribrands International, Inc.


         ____________________________            By:  __________________________
         Awardee                                      D. R. Wenzel
         Date:  _______________________               Chief Financial Officer

         Location:  ____________________



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