EXECUTION COPY



                              CONSENT AND AGREEMENT

     CONSENT  AND AGREEMENT, dated as of December 1, 2000, by and among Cargill,
Incorporated,  a  Delaware  corporation  ("Cargill"),  Agribrands International,
Inc.,  a  Missouri  corporation  ("Agribrands"),  and  Ralston Purina Company, a
Missouri  corporation  ("RP").

     WHEREAS,  in  connection  with a distribution by RP of all of the shares of
capital  stock  of Agribrands to the shareholders of RP (the "Distribution"), RP
and  Agribrands  entered into the following agreements, among others, each dated
as  of April 1, 1998:  Agreement and Plan of Reorganization (the "Reorganization
Agreement"),  Tax  Sharing  Agreement  (the  "Tax Sharing Agreement"), Trademark
License  Agreement  (the "Trademark License Agreement"), and Technology Transfer
and  License  Agreement  (the  "Technology  License  Agreement");  and

     WHEREAS,  pursuant  to  a  letter  dated  March 19, 1998, as corrected by a
subsequent letter dated April 29, 1998, the Internal Revenue Service (the "IRS")
issued  favorable rulings under section 355 and other provisions of the Internal
Revenue  Code  of  1986,  as  amended  (the  "Code"),  with  respect  to the tax
consequences  of  the Distribution and certain related transactions (the "Ruling
Letter");  and

     WHEREAS,  subsequent  to  the Distribution, pursuant to a letter dated July
12, 1999, the IRS issued additional favorable rulings under Code section 355 and
other  Code provisions with respect to certain transactions and events occurring
incident to and after the Distribution (the "First Supplemental Ruling Letter");
and

     WHEREAS,  simultaneously  herewith,  Agribrands, Cargill and a wholly-owned
subsidiary  of Cargill ("Merger Sub") are entering into an Agreement and Plan of
Merger  (the  "Merger  Agreement")  pursuant to which Merger Sub will merge (the
"Merger")  with  and into Agribrands, and  Agribrands, the surviving corporation
in the Merger, will become a wholly-owned subsidiary of Cargill, without (except
as  provided  in  this  Consent  and  Agreement)  affecting any of the rights or
obligations  set  forth  in  the  Reorganization  Agreement,  the  Tax  Sharing
Agreement,  the Trademark License Agreement or the Technology License Agreement;
And

     WHEREAS,  it  is  a  condition to Cargill's and Merger Sub's willingness to
enter  into the Merger Agreement that Cargill, Agribrands and RP enter into this
Consent  and  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and other good and
valuable  consideration,  and  intending to be legally bound hereby, the parties
agree  as  follows:

1.     Reorganization  Agreement.
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1.1     Notwithstanding anything to the contrary contained in the Reorganization
Agreement  (including  without limitation Section 5.01(c)), (a) in the event the
Merger  is  consummated,  the provisions of sub-sections (i) and (ii) of Section
5.01(a)  of  the  Reorganization Agreement shall remain in effect until April 1,
2006,  and  (b)  from  and after the Merger, notwithstanding the foregoing, such
provisions  shall not apply to Cargill and its Affiliates other than Agribrands,
its  Subsidiaries  and  Licensed  Consolidated Entities (as defined below) as to
their  own  activities  and  not  those  of  Cargill  and  its other Affiliates.

1.2     Notwithstanding anything to the contrary contained in the Reorganization
Agreement,  from  and after the consummation of the Merger, (x) the restrictions
contained  in  sub-section  (iii)  of  Section  5.01(a)  of  the  Reorganization
Agreement  with  respect  to Clause A thereof shall not apply to Cargill and its
affiliates other than Agribrands and its Subsidiaries as to their own activities
and  not  those  of Cargill and its other Affiliates and (y) each of Agribrands,
its  Affiliates,  successors  and successive successors shall be prohibited from
owning,  operating,  managing,  participating  in  or engaging in the activities
proscribed  by  Section  6.10  of  the  DuPont Agreement only to the extent such
activities  are  proscribed  as to it by the terms of Section 6.10 of the DuPont
Agreement  (as  in  effect  as  of  the  date  hereof).

1.3     From  and  after the consummation of the Merger, Cargill shall indemnify
and  hold  harmless  RP  from  and against any action or liability arising under
Section  6.10  of  the DuPont Agreement as a result of action taken by Cargill,
Agribrands  or  any of their Affiliates.  The provisions of Sections 4.02, 4.03,
4.04  and  4.05  of  the  Reorganization  Agreement  shall  apply to a claim for
indemnification  by RP under this Section 1.3 (as if such claim were pursuant to
Section  4.01  of the Agreement), with Cargill having the obligations thereunder
of  the  "Indemnitor"  and  RP  having  the  obligations  thereunder  of  the
"Indemnitee."

1.4     RP,  Agribrands  and  Cargill agree and acknowledge that Section 8.01 of
the Reorganization Agreement and Article V of the Tax Sharing Agreement require,
as  a condition precedent to the Merger, that either (i) Cargill shall obtain an
opinion  in  form  and  substance  satisfactory to RP from Fried, Frank, Harris,
Shriver  & Jacobson (the "Opinion"), or (ii) Agribrands (with the cooperation of
Cargill) shall obtain a supplemental ruling from the IRS (a "Second Supplemental
Ruling  Letter")  substantially  to  the  effect that the Merger and any related
transactions  thereto  would not adversely affect the continuing validity of any
of  the  rulings  that  accorded RP and shareholders of RP as of the Record Date
nonrecognition  tax  treatment  with  respect  to  the  Distribution and related
transactions,  including,  but  not limited to, rulings under Code sections 332,
351,  355,  361  and  368(a)(1)(D),  contained in the Ruling Letter or the First
Supplemental  Ruling Letter (the Ruling Letter and the First Supplemental Ruling
Letter  are  sometimes  collectively  referred  to as the "Rulings"). Agribrands
(with  the cooperation of Cargill) agrees to first seek, and use reasonable best
efforts  to  obtain, a Second Supplemental Ruling Letter from the IRS ;provided,
however,  that  if Cargill provides an Opinion, Agribrands (with the cooperation
of  Cargill)  shall  remain obligated to use reasonable best efforts to obtain a
Second  Supplemental  Ruling Letter from the IRS until the earlier of August 31,
2001, or the date on which the IRS notifies Agribrands that it declines to issue
the  Second  Supplemental  Ruling Letter or that it proposes to issue an adverse
ruling.

In  the event an Opinion is obtained by Cargill and provided to RP, and a Second
Supplemental  Ruling  Letter  is  not subsequently obtained, then Agribrands and
Cargill,  and  each of them, shall and do hereby indemnify and hold harmless (i)
all  shareholders  of  RP  as  of  the  Record Date, and (ii) RP itself from and
against  any and all taxes, including any interest, penalties or other additions
that  may  become  payable  in  respect  thereof,  plus  any  costs,  expenses,
deficiencies,  litigation,  proceedings,  levies,  assessments, attorneys' fees,
damages  or  judgments  related  thereto,  which arise solely as a result of the
Merger or any related transactions adversely affecting the continued validity of
the  Rulings.  Any indemnification payment required to be made by Agribrands and
Cargill, and each of them, pursuant to the prior sentence (other than any costs,
expenses  and  required  prepayment  of  taxes  which shall be paid when due and
owing)  shall  be  made forthwith after a non-appealable, final determination is
made  regarding  the matter in respect of which such indemnification is payable.
In  rendering  an  Opinion,  counsel  may  rely  upon  such  representations  in
certificates  of  officers  of RP, Agribrands, Cargill and others as counsel may
reasonably  request.

In  the  event  that  a  Second  Supplemental  Ruling  Letter  is obtained, then
Agribrands, Cargill and Merger Sub, and each of them, agree to comply fully with
each  representation and statement made to the IRS in connection with the Second
Supplemental  Ruling,  and Agribrands, Cargill and Merger Sub, and each of them,
shall and do hereby indemnify and hold harmless (i) the shareholders of RP as of
the Record Date and (ii) RP itself from and against any and all taxes, including
any  interest,  penalties  or other additions that may become payable in respect
thereof,  plus  any  costs,  expenses,  deficiencies,  litigation,  proceedings,
levies,  assessments,  attorneys'  fees,  damages  or judgments related thereto,
which  arise  from  any  failure  so  to  comply.

RP  agrees  to  use  its  reasonable  best efforts to cooperate with Agribrands,
Cargill,  and  Merger  Sub,  as  necessary  to reasonably assist in obtaining an
Opinion or Second Supplemental Ruling Letter including, if requested by Cargill,
obtaining  the  Second  Supplemental  Ruling  Letter  after  consummation of the
Merger.  In  the  case  of  RP,  such  cooperation  shall include RP making such
appropriate  representations  as are reasonably requested to support the Opinion
or  the  Second  Supplemental  Ruling  Letter.

RP  agrees  and  acknowledges that Agribrands' obligations under Section 8.01 of
the Reorganization Agreement and Article V of the Tax Sharing Agreement shall be
fully  satisfied  with  respect  to  the Merger if Cargill and Agribrands comply
fully  with  the  foregoing  provisions  of  this  Section  1.4.

Cargill  shall  have  the  sole  right  to  control  and direct any tax audit or
controversy relating to the matters for which Cargill, Agribrands and Merger Sub
have agreed to provide indemnification pursuant this Section 1.4.  RP shall have
the  right  to  participate,  at  RP's expense, in any discussions, conferences,
meetings or proceedings with any tax authority with respect to any such audit or
controversy.  To  the extent reasonably requested by Cargill, RP shall cooperate
with  Cargill in connection with any such audit or controversy, including by (x)
making  RP  employees  available  to  Cargill  on a mutually convenient basis to
provide  such  assistance  to  Cargill as Cargill may reasonably request and (y)
providing  to  Cargill such information, including records, schedules, documents
and  other  relevant  materials,  as  Cargill may reasonably request, other than
documents  which  are  of  a proprietary and confidential nature to RP.  Cargill
shall  not consent to any resolution, compromise or conclusion of any such audit
or  controversy  affecting  an RP tax return without the written approval of RP,
which approval shall not be unreasonably withheld.  If RP withholds its approval
to  any  proposed  resolution,  compromise  or  conclusion  of  such  audit  or
controversy  (the "Proposed Resolution") and the ultimate resolution, compromise
or  conclusion  of  such  audit  or  controversy  is less favorable to RP or its
shareholders  than  the Proposed Resolution, Cargill, Agribrands and Merger Sub,
and  each of them, shall be required to indemnify RP and shareholders of RP only
for  the  amount of the indemnification payment that would have been payable had
the  Proposed  Resolution  been  accepted.

1.5 Capitalized terms used in this Section 1 but not defined in this Consent and
Agreement  shall  have  the  respective  meanings ascribed to those terms in the
Reorganization  Agreement.

2.     Trademark  License  Agreement.
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2.1     RP  hereby  consents to  the transfer of the trademark license under the
Trademark  License  Agreement  that is deemed to occur pursuant to Section 16 of
such  Agreement as a result of Agribrands' becoming a wholly owned subsidiary of
Cargill  pursuant to the Merger.  Such consent shall not prejudice RP's right to
withhold  its  consent  in  accordance  with  the terms of the Trademark License
Agreement  to  any  subsequent  transfer  of  such  license.

2.2     After consummation of the Merger, Agribrands shall be permitted to grant
sublicenses  to  any  of  its  subsidiaries  and  to any Consolidated Entity (as
defined  below) in accordance with the terms of the Trademark License Agreement,
notwithstanding  that  such  subsidiary  or  Consolidated  Entity is a Principal
Competitor,  but  only  if such subsidiary or Consolidated Entity is a Principal
Competitor solely by reason of its being an Affiliate of Cargill.  "Consolidated
Entity"  means  any  Affiliate  of  Cargill  (other  than  Agribrands  and  its
subsidiaries)  to  which current or future operations conducted by Agribrands or
its  subsidiaries  are transferred (by way of merger, consolidation, transfer of
assets  or  otherwise).  "Licensed  Consolidated  Entity" means any Consolidated
Entity  holding  a  sublicense  from  Agribrands  to  use  Licensed  Marks.

2.3     Capitalized terms used in this Section 2 but not defined in this Consent
and  Agreement shall have the respective meanings ascribed to those terms in the
Trademark  License  Agreement.

     3.     Technology  License Agreement. RP hereby consents to the transfer of
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Agribrands'  rights  and obligations under the Technology License Agreement that
is  deemed  to occur pursuant to Section 7.1 of the Technology License Agreement
as  a  result  of  Agribrands'  becoming  a  wholly  owned subsidiary of Cargill
pursuant to the Merger.  Such consent shall not prejudice RP's right to withhold
its  consent in accordance with the terms of the Technology License Agreement to
any  subsequent  transfer  of  such  rights  and  obligations.

     4.     Governing  Law.  This Consent and Agreement is made and entered into
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in,  and  shall  be governed by and construed and interpreted in accordance with
the  laws  of,  the  State  of  Missouri, without regard to its conflicts of law
principles  thereof.

     5.     Third-Party  Beneficiary.  This  Consent and Agreement is solely for
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the  benefit  of the parties hereto and is not intended to confer upon any other
person  or  entity  any  rights  or  remedies  hereunder.

     6.     Termination.  In  the  event  the Merger Agreement is terminated and
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the  Merger  is not consummated, this Consent and Agreement shall be void and of
no  further  effect.

     7.     Counterparts.  This  Consent and Agreement may be executed in two or
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more  counterparts,  each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

8.     References.  Any reference in agreements between RP and Agribrands to the
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Reorganization  Agreement,  the  Tax  Sharing  Agreement,  the Trademark License
Agreement  or the Technology License Agreement shall be deemed to be a reference
to  such  agreement  as  modified  by  this  Consent  and  Agreement.

9.     Entire Agreement.  This Consent and Agreement shall constitute the entire
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agreement between Cargill and RP with respect to the subject hereof, superseding
all  previous  discussions,  agreements  and communications with respect to such
subject  matter  between  Cargill  and  RP.

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Consent and
Agreement  to  be  duly  executed  as  of  the  date  first  above  written.



AGRIBRANDS  INTERNATIONAL,  INC.          RALSTON  PURINA  COMPANY

By: /s/William P. Stiritz                 By: /s/James R. Elsesser
    ----------------------------             ----------------------
     Name:                                Name:
     Title:                               Title:


CARGILL, INCORPORATED

By:  /s/Richard D. Frasch
     ---------------------------
     Name:
     Title: