Exhibit 10.24



                             FIRST AMENDMENT TO THE
                         MANAGEMENT CONTINUITY AGREEMENT
                        AND TAX INDEMNIFICATION AGREEMENT



         This First  Amendment to the  Management  Continuity  Agreement and Tax
Indemnification  Agreement ("First Amendment") between Agribrands International,
Inc. and ________________________ ("Executive"), WITNESSETH:

         WHEREAS,   Agribrands  has  entered  into  an  Agreement  and  Plan  of
Reorganization,  dated  as  of  August  7,  2000,  with  Ralcorp  Holding,  Inc.
("Ralcorp");

         WHEREAS,  certain  shareholders have objected to the proposed merger of
equals between Agribrands and Ralcorp ("the Merger");

         WHEREAS,  there  is  the  possibility  that  the  Merger  will  not  be
completed;

         WHEREAS,  the  Board of  Directors  desires  to allay the  concerns  of
certain key  executives  of Agribrands  regarding  the  uncertain  future of the
Company in the event that the Merger is not completed;

         WHEREAS,  to secure the  continuing  services of certain key executives
without regard for their personal or professional futures;

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, Agribrands and Executive agree as follows:

1.       AMENDMENT OF MANAGEMENT CONTINUITY AGREEMENT

         A.       Article 1 Payment Period

         The  definition  of the  "Payment  Period" set forth in the  Management
         Continuity  Agreement  is amended by  deleting  the  existing  text and
         replacing it with the following:

                  The "Payment Period" shall be the following period  commencing
                  with the  first  day of the  month  following  that in which a
                  Qualifying Termination occurs:

                  i.       if  the  Qualifying  Termination  is  an  Involuntary
                           Termination  that occurs at any time during the first
                           year  following  the Change in  Control -  thirty-six
                           (36) months;

                  ii.      if  the  Qualifying  Termination  is  an  Involuntary
                           Termination that occurs at any time during the second
                           year  following  the Change of Control -  twenty-four
                           (24) months


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                  iii.     if  the  Qualifying  Termination  is  an  Involuntary
                           termination  that occurs at any time during the third
                           year  following  the Change in Control - twelve  (12)
                           months; or

                  iv.      if  the   Qualifying   Termination   is  a  Voluntary
                           Termination  that occurs at anytime  during the three
                           year  following  the Change of Control - twelve  (12)
                           months,

                  but in no event shall the  Payment  Period  extend  beyond the
                  Executive's Normal Retirement Date.

         B.       Article 3 Severance Benefits

         Article 3 of the Management Continuity Agreement is amended by deleting
         the first full  paragraph  (regarding  the ability of the  Executive to
         elect to reduce the Severance  Benefits  payable  under the  Agreement)
         following Section C thereof.

         C.       Article 7 Taxes, Set-Off

         Article 7 of the Management Continuity Agreement is amended by adding a
         sentence thereto as follows:

         Notwithstanding the preceding, all payments to be paid to the Executive
         under this  Agreement  shall be grossed up by the  Company in an amount
         sufficient to pay (i) any Taxes  incurred by the Executive  pursuant to
         Section  4999 of the Code  with  respect  to a  Parachute  Payment  (as
         defined  in  Section  280G of the  Code)  received  by  Executive  as a
         consequence of a Qualifying Termination and (ii) any Taxes attributable
         to  amounts  paid to or on behalf  of the  Executive  pursuant  to this
         Article 7.

2.       INDEMNIFICATION OF EXECUTIVE

         A.       In the  event of a  Qualifying Termination following  a Change
         in Control,  other than the Merger,  the Executive shall be entitled to
         certain compensation from the Company, including but not limited to the
         amounts due under this Agreement,  under certain other benefit plans of
         the Company and as a result of the acceleration and exercise of certain
         incentive stock options granted by the Company to the Executive.

         B.       In addition to the amounts to be received by the Executive due
         to a Qualifying  Termination following a Change of Control, the Company
         shall be liable for and shall hold the Executive  harmless  against and
         shall make payment of:

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                  i.       any Tax  under  Section  4999 of the  Code  which  is
                           attributable to (a) a Parachute  Payment  received by
                           the  Executive  as  a  consequence  of  a  Qualifying
                           Termination and (b) any amounts paid pursuant to this
                           Article 2 of the First Amendment;

                  ii.      the cost to the Executive of preparing and filing any
                           Tax Return  with  respect to the period or periods in
                           which such amounts are received by the Executive; and

                  iii.     any Tax  attributable to amounts paid to or on behalf
                           of the Executive  pursuant to Sections B(i) and (iii)
                           of this Article 2 of the First Amendment.

         The Company's obligation to indemnify the Executive for Taxes hereunder
         shall be limited to the payment of Taxes  incurred  pursuant to Section
         4999 of the Code and Taxes incurred with respect to the amounts paid to
         or on behalf of Executive  pursuant to Sections  B(i) and (iii) of this
         Article 2 of the  First  Amendment.  The  Company  shall not  otherwise
         indemnify  Executive  for Taxes  incurred  with  respect  to  Severance
         Benefits.

         C.       The term  "Tax", as used in this First  Amendment,  shall mean
         all taxes however  denominated,  including  any interest,  penalties or
         other  additions that may become payable in respect  thereof,  that are
         imposed  by any  governmental  entity,  whether  foreign  or  domestic,
         federal,  territorial,  state or  local,  or any  agency  or  political
         subdivision of any such governmental entity,  including but not limited
         to all income or profit taxes,  payroll and employee withholding taxes,
         unemployment insurance, social security taxes, excise taxes (including,
         without limitation, taxes under Sections 280G and 4999 of the Code) and
         other or  similar  charges  of the same or  similar  nature  which  the
         Executive is required to pay, or the Company is required to withhold or
         collect in connection with a Qualifying Termination.

         D.       The term "Tax  Return"  shall   mean   any   return,   filing,
         questionnaire,  information  report or other  document  required  to be
         filed,  including amended returns that may be filed, for any Tax period
         with any Tax  authority  in  connection  with any Tax  (whether  or not
         payment is required to be made with respect to such filings).

         E.       Failure to make any  payment  required  under  this  Agreement
         will result in the  accrual of interest on such amount due,  calculated
         from the date of the  Qualifying  Termination to the date of payment at
         the applicable  Federal rate provided for in Section  7872(F)(2) of the
         Code.


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3.       REIMBURSEMENT OF FEES AND EXPENSES

         The Company shall  reimburse  the Executive for all of the  Executive's
reasonable  fees and  expenses in  preparing  any Tax  Returns,  or bringing and
pursuing  any claim or action to enforce any rights or to collect any money as a
result of a Qualifying  Termination,  including  the fees and expenses of legal,
tax and financial advisors incurred by Executive in connection herewith.

4.       EFFECT OF AMENDMENT

         Except  to  the  extent  amended  above,   the  Management   Continuity
Agreement,  as amended,  and  supplemented by this agreement,  shall continue in
full force and effect.


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment  and Tax  Indemnification  Agreement  as of the 15th day of  November,
2000.

                                                  AGRIBRANDS INTERNATIONAL, INC.




___________________________________               By:___________________________
         Executive                                       Michael J. Costello
                                                         Secretary



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