SECOND AMENDMENT TO RIGHTS AGREEMENT

          The  Rights  Agreement  dated  as  of  March  31,  1998  (the  "Rights
Agreement") by and between  Agribrands  International,  Inc. (the "Company") and
Continental  Stock Transfer & Trust Company,  as Rights Agent, as amended by the
First  Amendment  to Rights  Agreement  dated as of  August 7, 2000 (the  "First
Amendment"),  is hereby  amended  in  accordance  with  Section 27 of the Rights
Agreement, as follows:

     1.   All language added to the Rights  Agreement by the First  Amendment is
hereby  deleted,  and all language  changed or modified by, or deleted from, the
First Amendment is hereby restored in its entirety,  so that all amendments made
to the Rights Agreement by the First Amendment are eliminated and the amendments
made to the Rights  Agreement  pursuant to Paragraphs 2 through 5 of this Second
Amendment  are made as if the Rights  Agreement  had never  been  amended by the
First Amendment.

     2.   Section 1(a) of the Rights  Agreement  is hereby  amended by adding to
the end thereof the following:

          Notwithstanding  anything in this  Agreement to the contrary,  neither
          Cargill,  Incorporated  nor  Abacus  Acquisition  Corp.  nor any other
          Person  shall be deemed to be an  "Acquiring  Person" by virtue of the
          approval, execution or delivery of the Agreement and Plan of Merger by
          and between Cargill,  Incorporated,  Abacus  Acquisition Corp. and the
          Company,  dated as of December  1, 2000,  or the  consummation  of the
          transactions contemplated thereby (such approval,  execution, delivery
          and  consummation  being referred to herein as the  "Permitted  Merger
          Events").

     3.   Section 1(h) of the Rights  Agreement  is hereby  amended by adding to
the end thereof the following:

          Notwithstanding   anything  in  this  Agreement  to  the  contrary,  a
          "Distribution  Date"  shall not be deemed to occur by virtue of any of
          the Permitted Merger Events.

     4.   Section 1(z) of  the Rights  Agreement is  hereby amended by adding to
the end thereof the following:

          Notwithstanding  anything in this Agreement to the contrary, a "Shares
          Acquisition Date" shall not be deemed to occur by virtue of any of the
          Permitted Merger Events.

     5.   Section  7(a)  of the Rights  Agreement is hereby  amended by deleting
"(i) the Close of Business on March 31, 2008 (the "Final Expiration Date")," and
replacing it with the following:

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          (i) the  earlier  of the Close of  Business  on March 31,  2008 or the
          closing of the transactions  contemplated by the Agreement and Plan of
          Merger by and between Cargill, Incorporated,  Abacus Acquisition Corp.
          and the Company,  dated as of December 1, 2000 (the "Final  Expiration
          Date"),

     6.   Except as  otherwise  expressly provided herein, or unless the context
otherwise requires,  all terms used herein have the meanings assigned to them in
the Rights  Agreement.  The Rights Agent and the Company hereby waive any notice
requirement under the Rights Agreement pertaining to the matters covered by this
Second Amendment to Rights Agreement.  This Second Amendment to Rights Agreement
may be executed in any number of counterparts,  each of which shall be deemed an
original, but all of which counterparts shall together constitute one document.

     7.   This  Second  Amendment  to Rights Agreement is effective  December 1,
2000.


                                     AGRIBRANDS INTERNATIONAL, INC.

                                     By:
                                           ------------------------------------
                                     Name:    Michael J. Costello
                                           ------------------------------------
                                     Title:   General Counsel and Secretary
                                           ------------------------------------


                                     RIGHTS AGENT

                                     CONTINENTAL STOCK TRANSFER & TRUST COMPANY

                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------




<PAGE>




                              OFFICER'S CERTIFICATE

          This  certificate is delivered to  Continental  Stock Transfer & Trust
Company in connection  with that certain Rights  Agreement dated as of March 31,
1998,  by  and  between  Agribrands  International,  Inc.  (the  "Company")  and
Continental Stock Transfer & Trust Company,  as Rights Agent, as amended by that
First Amendment to Rights Agreement dated as of August 7, 2000 (as amended,  the
"Rights  Agreement"),  in  accordance  with Section 27 of the Rights  Agreement.
Pursuant to Section 27 of the Rights Agreement the Rights Agent must execute the
attached  Second  Amendment  to  Rights  Agreement  upon  the  delivery  of this
officer's  certificate stating that such Second Amendment to Rights Agreement is
in compliance with the terms of Section 27 of the Rights Agreement.

          The undersigned hereby certifies that the attached Second Amendment to
Rights  Agreement  was duly and validly  authorized  and adopted by the Board of
Directors  of the Company and said Second  Amendment  to Rights  Agreement is in
compliance with Section 27 of the Rights Agreement.

          In witness  whereof,  the undersigned has executed this Certificate as
of this 1st day of December, 2000.

                                     AGRIBRANDS INTERNATIONAL, INC.

                                     By:
                                           ------------------------------------
                                     Name:    Michael J. Costello
                                           ------------------------------------
                                     Title:   General Counsel and Secretary
                                           ------------------------------------