Exhibit 10(h)(4)



    Schedule of Termination Benefit Agreements with Certain Executive Officers
                              


                              
The attached Termination Benefit Agreement is identical in all material respects
to the executive Termination Benefit Agreement for the executive employee listed
below and which has been omitted from this filing:




Name                               Execution Date


Terence D. Martin                  December 31, 1998









                      EXECUTIVE SEPARATION AGREEMENT

          THIS  AGREEMENT  is made between The Quaker Oats Company,  a  New
Jersey   corporation  (the  "Company"),  and  Robert   S.   Morrison   (the
"Executive"), dated this 6th day of January, 1999.

                             WITNESSETH THAT:

          WHEREAS,  the Company wishes to attract and retain well-qualified
executive  personnel  and  to  assure both  itself  and  the  Executive  of
continuity of management in the event of any actual or threatened change in
control of the Company;

          NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:

1.   Operation of Agreement.   The "effective date of this Agreement" shall
     be the date on which the Executive declares it effective, by notice to
     the Company in writing, but only if a change in control of the Company
     (as  defined in Section 2) has occurred on or before the date  of  the
     notice.

2.   Change  in  Control.   A "change in control of the Company"  shall  be
     deemed to have occurred if:

     a.  any "Person," which shall mean a "person" as such term is used  in
         Sections  13(d) and 14(d) of the Securities Exchange Act of  1934,
         as  amended  (the  "Exchange Act") (other than  the  Company,  any
         trustee  or  other fiduciary holding securities under an  employee
         benefit  plan  of the Company, or any company owned,  directly  or
         indirectly,  by  the stockholders of the Company in  substantially
         the  same proportions as their ownership of stock of the Company),
         is  or  becomes the "beneficial owner" (as defined in  Rule  13d-3
         under the Exchange Act), directly or indirectly, of securities  of
         the  Company representing 25% or more of the combined voting power
         of the Company's then outstanding voting securities;
     
     b.  during  any  period  of 24 consecutive months (not  including  any
         period  prior  to  November 11, 1998),  individuals,  who  at  the
         beginning  of  such  period  constitute  the  Company's  Board  of
         Directors  (the  "Board"),  and any new  director  (other  than  a
         director  designated by a Person who has entered into an agreement
         with  the  Company to effect a transaction described in  paragraph
         a., c. (2) or d. of this Section) whose election by the Board,  or
         whose  nomination for election by the Company's stockholders,  was
         approved  by a vote of at least two-thirds (2/3) of the  directors
         before  the  beginning  of  the period cease  for  any  reason  to
         constitute at least a majority thereof;
     
     c.  the  stockholders  of the Company approve (1) a plan  of  complete
         liquidation of the Company or (2) the sale or disposition  by  the
         Company of all or substantially all of the Company's assets unless
         the  acquirer  of  the  assets or its  directors  shall  meet  the
         conditions for a merger or consolidation in subparagraphs  d.  (1)
         or d. (2) of this Section; or
     
     d.  the  stockholders of the Company approve a merger or consolidation
         of the Company with any other company other than:
     
          (1)  such  a  merger or consolidation which would result  in  the
               voting     securities of the Company outstanding immediately
               prior  thereto continuing to represent (either by  remaining
               outstanding or by being converted into voting securities  of
               the  surviving entity) more than 70% of the combined  voting
               power   of   the   Company's  or  such  surviving   entity's
               outstanding voting securities immediately after such  merger
               or consolidation; or
          
          (2)  such  a  merger or consolidation which would result  in  the
               directors  of  the  Company who were  directors  immediately
               prior  thereto continuing to constitute at least 50% of  the
               directors  of  the surviving entity immediately  after  such
               merger or consolidation.
          
     In  this paragraph d., "surviving entity" shall mean only an entity in
     which all of the Company's stockholders immediately before such merger
     or  consolidation become stockholders by the terms of such  merger  or
     consolidation,  and  the phrase "directors of  the  Company  who  were
     directors  immediately prior thereto" shall include  only  individuals
     who  were  directors  of  the  Company at  the  beginning  of  the  24
     consecutive  month  period  preceding  the  date  of  such  merger  or
     consolidation,  or  who were new directors (other  than  any  director
     designated  by  a  Person who has entered into an agreement  with  the
     Company to effect a transaction described in paragraph a., c. (2),  d.
     (1)  or d. (2) of this Section) whose election by the Board, or  whose
     nomination for election by the Company's stockholders, was approved by
     a  vote  of  at  least  two-thirds (2/3) of the directors  before  the
     beginning of such period.
       
3.   Employment  Period.    The  Company  hereby  agrees  to  continue  the
     Executive in its employ, and the Executive hereby agrees to remain  in
     the  employ of the Company, for the period commencing on the effective
     date of this Agreement and ending on the earlier to occur of the third
     anniversary  of  such  effective date or  the  65th  birthday  of  the
     Executive (the "employment period"), to exercise such authorities  and
     powers,  and  perform such duties and functions, as  are  commensurate
     with  the  authorities  and  powers being exercised,  and  duties  and
     functions being performed, by the Executive immediately prior  to  the
     effective date of this Agreement, which services shall be performed at
     the  current  location  where the Executive was  employed  immediately
     prior  to  the  effective  date of this Agreement  or  at  such  other
     location  within  a  30-mile  radius of such  current  location.   The
     Executive  shall  not be required to accept any other  location.   The
     Executive agrees that during the employment period he shall devote his
     full  business time exclusively to his executive duties  as  described
     herein and perform such duties faithfully and efficiently.


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4.   Compensation, Compensation Plans, Benefit Plans, Perquisites.   During
     the  employment period and prior to termination (as defined in Section
     5) of the Executive, the Executive shall be compensated as follows:

     a.   He  shall  receive  an  annual  salary which is not less than his 
          annual  salary  immediately  prior  to the effective date of this 
          Agreement, with the opportunity for  increases, from time to time 
          thereafter, which are in accordance  with  the  Company's regular 
          practices.
     
     b.   He  shall  be  eligible to participate on a reasonable  basis  in
          bonus,   stock  option,  restricted  stock  and  other  incentive
          compensation  plans, which shall provide benefits  comparable  to
          those to which he was provided immediately prior to the effective
          date of this Agreement.
     
     c.   He shall be eligible to participate on a reasonable basis in tax-
          qualified  employee benefit plans (including but not  limited  to
          pension, profit sharing and employee stock ownership plans),  and
          supplemental   non-qualified  employee  benefit  plans   relating
          thereto,  which  shall provide benefits comparable  to  those  to
          which he was provided immediately prior to the effective date  of
          this Agreement.
     
     d.   He  shall  be  entitled  to  receive  employee  welfare  benefits
          (currently  elected medical, dental and life insurance  benefits)
          and  perquisites which are comparable to those to  which  he  was
          provided  immediately  prior  to  the  effective  date  of   this
          Agreement.

5.   Termination.   "Termination" shall mean either (a) termination by  the
     Company  of the employment of the Executive with the Company  for  any
     reason  other than death, physical or mental incapacity, or cause  (as
     defined   below)   or   (b)  resignation  of  the  Executive,   which,
     notwithstanding  anything else herein to the  contrary,  may  only  be
     declared by the Executive during the 30-day period following the first
     anniversary  of  the  effective  date  of  this  Agreement;  or,   (c)
     resignation  of  the  Executive upon the  occurrence  of  any  of  the
     following events:
     
     (1)  a  significant  change in the nature or scope of the  Executive's
          authorities, powers, functions, or duties from those described in
          Section 3;
     
     (2)  a  reduction in total compensation from that provided in  Section
          4;
     
     (3)  the  breach  by  the  Company  of any  other  provision  of  this
          Agreement; or
     
     (4)  a  reasonable determination by the Executive that, as a result of
          a  change in control of the Company his position is significantly
          affected  so  that  he  is  unable to exercise  the  authorities,
          powers, functions or duties attached to his position as described
          in Section 3.
     
     "Cause" means gross misconduct or willful and material breach of  this
     Agreement  by  the  Executive.  No act, or  failure  to  act,  on  the
     Executive's part shall be deemed "willful" 
     

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     unless done, or omitted to be done, by the Executive not in good faith 
     and without  reasonable belief that  the action or omission was in the 
     best interest  of  the Company.
  
     For purposes of clarification, a mere transfer of the Executive to  an
     entity  created  in  a Company initiated spin-off  or  reorganization,
     without  a  subsequent  Termination,  shall  not  be  treated   as   a
     Termination  of the employment of the Executive with the  Company  for
     purposes of eligibility under this Agreement.  The Company shall cause
     the  newly  created  entity to provide to the Executive  an  Executive
     Separation Agreement substantially similar to this Agreement.
     
6.   Confidentiality.    The  Executive agrees that during  and  after  the
     employment period, he will not divulge or appropriate to his  own  use
     or  the  use  of  others  any  secret or confidential  information  or
     knowledge  pertaining to the business of the Company, or  any  of  its
     subsidiaries, obtained during his employment by the Company or any  of
     its subsidiaries.

7.   Severance and Benefit Payments.

     a.   In   the  event  of  termination  of  the  Executive  during  the
          employment period, the Company shall pay the Executive a lump-sum
          severance  allowance equal to salary and bonus payments  for  the
          following 24 calendar months.  The initial salary rate shall  not
          be  less than his annual salary immediately prior to termination,
          or  if greater, not less than his annual salary immediately prior
          to  the  change in control of the Company; such salary  shall  be
          increased  every  March  1, thereafter,  according  to  the  then
          current  Hewitt Associate's projection for movement in  executive
          base  salaries.  The initial bonus amount shall not be less  than
          the  annual  equivalent of the incentive bonus  calculated  under
          Section  4(a)(1)  of  the  Salaried  Employees  Compensation  and
          Benefits  Protection Plan; such bonus amount shall  be  increased
          every January 1, thereafter, according to the then current Hewitt
          Associates'  projection  for movement  in  executive  total  cash
          compensation.   The  lump-sum severance allowance  shall  not  be
          adjusted on a present value basis.
     
     b.   In   the  event  of  termination  of  the  Executive  during  the
          employment  period, the Company shall also pay  the  Executive  a
          lump-sum  benefit  payment in an amount  equivalent  to  (1)  the
          benefits  he would have accrued or been allocated under any  tax-
          qualified  employee benefit plan (including but  not  limited  to
          pension,  profit sharing and employee stock ownership plans)  and
          any  non-qualified  supplemental benefit plan  relating  thereto,
          maintained by the Company as if he had remained in the employ  of
          the  Company for 24 calendar months after his termination,  which
          benefits will be paid in addition to the benefits provided  under
          such  plans and (2) employee welfare benefits (currently  elected
          coverage  under the medical, dental and life insurance  programs)
          to  which  he  would have been entitled under all  such  employee
          benefit plans, programs or arrangements maintained by the Company
          as  if  he  had  remained in the employ of  the  company  for  24
          calendar  months  after his termination.  Such a benefit  payment
          shall   be  adjusted  to  include  expected  increases   to   the
          Executive's 
          
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          salary, bonus and other compensation as specified  in
          paragraph  a.  of this Section having an effect on such  benefits
          for  such  period.   The lump-sum benefit payment  shall  not  be
          adjusted on a present value basis (except for benefits accrued in
          a defined benefit pension plan).
     
     c.   The  amount  of  the  severance  allowance  and  benefit  payment
          described  in  this Section shall be determined and such  payment
          shall be made as soon as it is reasonably practicable.
     
     d.   The  severance  allowance  and benefit  payment  to  be  provided
          pursuant to this Section 7 shall be in addition to, and shall not
          be reduced by, any other amounts or benefits provided by separate
          agreement  with  the  Executive, or plan or  arrangement  of  the
          Company or its subsidiaries, unless specifically stipulated in an
          agreement  which  constitutes an amendment to this  Agreement  as
          provided in Section 14.

8.   Make-Whole Payments.   If any amount payable to the Executive  by  the
     Company  or  any subsidiary or affiliate thereof, whether  under  this
     Agreement  or  otherwise (a "Payment"), is subject to  any  tax  under
     section  4999  of the Internal Revenue Code of 1986, as amended,  (the
     "Code"),  or any similar federal or state law (an "Excise  Tax"),  the
     Company  shall  pay to the Executive an additional amount  (the  "Make
     Whole-Amount")which is equal to (I) the amount of the Excise Tax, plus
     (II)  the  aggregate  amount  of  any interest,  penalties,  fines  or
     additions  to  any  tax  which  are imposed  in  connection  with  the
     imposition of such Excise Tax, plus (III) all income, excise and other
     applicable  taxes  imposed on the Executive  under  the  laws  of  any
     Federal,  state, or local government or taxing authority by reason  of
     the payments required under clause (I) and clause (II) and this clause
     (III).

     a.   For  purposes of determining the Make-Whole Amount, the Executive
          shall  be  deemed to be taxed at the highest marginal rate  under
          all  applicable local, state, federal and foreign income tax laws
          for  the year in which the Make-Whole Amount is paid.  The  Make-
          Whole Amount payable with respect to an Excise Tax shall be  paid
          by  the Company coincident with the Payment with respect to which
          such Excise Tax relates.
     
     b.   All calculations under this Section 8 shall be made initially  by
          the  Company and the Company shall provide prompt written  notice
          thereof  to  the  Executive to timely  file  all  applicable  tax
          returns.   Upon  request  of  the Executive,  the  Company  shall
          provide  the Executive with sufficient tax and compensation  data
          to  enable the Executive or his tax advisor to independently make
          the  calculations  described in subparagraph  a.  above  and  the
          Company  shall  reimburse the Executive for reasonable  fees  and
          expenses incurred for any such verification.
     
     c.   If  the  Executive  gives written notice to the  Company  of  any
          objection to the results of the Company's calculations within  60
          days  of  the Executive's receipt of written notice thereof,  the
          dispute  shall  be  referred  for determination  to  tax  counsel
          selected  by  the  independent  auditors  of  the  Company  ("Tax
          Counsel").  The Company shall pay all 
          


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          fees and expenses of such Tax Counsel. Pending such determination 
          by  Tax  Counsel,  the  Company  shall  pay  the  Executive   the 
          Make-Whole  Amount   as determined  by  it  in   good faith.  The 
          Company   shall   pay   the  Executive  any   additional   amount 
          determined   by  Tax  Counsel   to  be due  under  this Section 8 
          (together  with interest  thereon  at  a rate  equal  to  120% of 
          the Federal short-term  rate  determined under   section  1274(d)  
          of  the  Code)  promptly   after   such determination.
     
     d.   The  determination by Tax Counsel shall be conclusive and binding
          upon all parties unless the Internal Revenue Service, a court  of
          competent jurisdiction, or such other duly empowered governmental
          body  or agency (a "Tax Authority") determines that the Executive
          owes a greater or lesser amount of Excise Tax with respect to any
          Payment than the amount determine by Tax Counsel.
     
     e.   If  a Tax Authority makes a claim against the Executive which, if
          successful,  would require the Company to make  a  payment  under
          this  Section  8, the Executive agrees to contest  the  claim  on
          request of the Company subject to the following conditions:
     
          (1) The  Executive  shall notify the Company of  any  such  claim
               within 10 days of becoming aware thereof.  In the event that
               the  Company  desires  the claim to be contested,  it  shall
               promptly (but in no event more than 30 days after the notice
               from the Executive or such shorter time as the Tax Authority
               may  specify  for  responding to  such  claim)  request  the
               Executive  to  contest the claim.  The Executive  shall  not
               make  any  payment of any tax which is the  subject  of  the
               claim  before the Executive has given the notice  or  during
               the  30-day period thereafter unless the Executive  receives
               written  instructions from the Company to make such  payment
               together  with an advance of funds sufficient  to  make  the
               requested  payment  plus  any  amounts  payable  under  this
               Section 8 determined as if such advance were an Excise  Tax,
               in  which case the Executive will act promptly in accordance
               with such instructions.
          
          (2) If  the  Company so requests, the Executive will contest  the
               claim  by  either  paying the tax claimed and  suing  for  a
               refund  in the appropriate court or contesting the claim  in
               the  United States Tax Court or other appropriate court,  as
               directed by the Company; provided, however, that any request
               by  the  Company for the Executive to pay the tax  shall  be
               accompanied by an advance from the Company to the  Executive
               of  funds sufficient to make the requested payment plus  any
               amounts  payable under this Section 8 determined as if  such
               advance were an Excise Tax.   If directed by the Company  in
               writing  the  Executive will take all  action  necessary  to
               compromise  or  settle the claim, but in no event  will  the
               Executive compromise or settle the claim or cease to contest
               claim  without the written consent of the Company; provided,
               however, that the Executive may take any such action if  the
               Executive  waives in writing his right to  a  payment  under
               this  Section  8 for any amounts payable in connection  with
               such claim.  The Executive agrees to cooperate in good faith
               with  the Company in contesting the claim and to comply with
               any  reasonable  request  from the  Company  concerning  the
               contest   of   the   
               
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               claim, including  the   pursuit of administrative  remedies,  
               the  appropriate  forum  for   any judicial proceedings, and 
               the legal basis for contesting the claim.   Upon  request of 
               the Company, the  Executive  shall take  appropriate appeals 
               of any judgment or decision that would require  the  Company 
               to make a  payment  under  this  Section  8.   Provided that 
               the Executive is in  compliance  with the provisions of this 
               section, the Company shall  be liable  for and indemnify the 
               Executive  against  any loss  in connection  with,  and  all 
               costs  and  expenses,  including attorney's  fees, which may 
               be incurred   as   a  result  of,  contesting the claim, and 
               shall provide  the  Executive   within   30  days after each 
               written request therefor by the Executive cash  advances  or  
               reimbursement for  all  such  costs  and  expenses  actually  
               incurred or reasonably  expected   to  be  incurred  by  the  
               Executive as a result of  contesting  the claim.

     f.   Should  a  Tax  Authority finally determine  that  an  additional
          Excise Tax is owed,  then  the  Company  shall  pay an additional 
          Make-Up Amount to the Executive in a manner consistent with  this
          Section  8  with  respect to any additional Excise  Tax  and  any
          assessed  interest, fines, or penalties.  If any  Excise  Tax  as
          calculated by the Company or Tax Counsel, as the case may be,  is
          finally  determined  by  a Tax Authority  to  exceed  the  amount
          required  to  be  paid under applicable law, then  the  Executive
          shall  repay such excess to the Company, but such repayment shall
          be  reduced  by the amount of any taxes paid by the Executive  on
          such  excess which are not offset by the tax benefit attributable
          to the repayment.

9.   Mitigation  and  Set  Off.   The Executive shall not  be  required  to
     mitigate  the amount of any payment provided for in this Agreement  by
     seeking  other  employment or otherwise.  The  Company  shall  not  be
     entitled to set off against the amounts payable to the Executive under
     this  Agreement any amounts owed to the Company by the Executive,  any
     amounts  earned by the Executive in other employment after termination
     of  his  employment with the Company, or any amounts which might  have
     been  earned  by the Executive in other employment had he sought  such
     other employment.

10.  Arbitration of All Disputes.   Any controversy or claim arising out of
     or  relating  to  this  Agreement or the breach thereof,  except  with
     respect  to Section 8, shall be settled by arbitration in the City  of
     Chicago in accordance with the laws of the State of Illinois by  three
     arbitrators appointed by the parties.  If the parties cannot agree  on
     the  appointment, one arbitrator shall be appointed by the Company and
     one  by  the Executive, and the third shall be appointed by the  first
     two  arbitrators.  If the first two arbitrators cannot  agree  on  the
     appointment of a third arbitrator, then the third arbitrator shall  be
     appointed by the Chief Judge of the United States Court of Appeals for
     the Seventh Circuit.  The arbitration shall be conducted in accordance
     with  the  rules of the American Arbitration Association, except  with
     respect to the selection of arbitrators which shall be as provided  in
     this  Section 10.  Judgment upon the award rendered by the arbitrators
     may be entered in any court having jurisdiction thereof.  In the event
     that  it  shall be necessary or desirable for the Executive to  retain
     legal  counsel  or incur other costs and expenses in  connection  with
     enforcement  of  his rights under this Agreement, Executive  shall  be


<7>

     entitled  to  recover from the Company his reasonable attorneys'  fees
     and  costs  and expenses in connection with enforcement of his  rights
     (including  the  enforcement  of  any  arbitration  award  in  court).
     Payment  shall  be made to the Executive by the Company  at  the  time
     these  attorneys'  fees and costs and expenses  are  incurred  by  the
     Executive.   If, however, the arbitrators should later determine  that
     under  the  circumstances the Executive could have had  no  reasonable
     expectation  of prevailing on the merits at the time he initiated  the
     arbitration based on the information then available to him,  he  shall
     repay any such payments to the Company in accordance with the order of
     the  arbitrators.  Any award of the arbitrators shall include interest
     at  a  rate  or rates considered just under the circumstances  by  the
     arbitrators.

11.  Notices.    Any  notices, requests, demands, and other  communications
     provided  for by this Agreement shall be sufficient if in writing  and
     if  sent by registered or certified mail to the Executive at the  last
     address  he has filed in writing with the Company or, in the  case  of
     the Company, at its principal executive offices.

12.  Non-Alienation.    The Executive shall not have any right  to  pledge,
     hypothecate, anticipate or in any way create a lien upon  any  amounts
     provided under this Agreement; and no benefits payable hereunder shall
     be  assignable  in  anticipation of payment  either  by  voluntary  or
     involuntary  acts, or by operation of law.  Nothing in this  paragraph
     shall  limit  the Executive's rights or powers which his  executor  or
     administrator would otherwise have.

13.  Governing  Law.    The  Agreement  shall  be  construed  and  enforced
     according  to  the  Employee Retirement Income Security  Act  of  1974
     ("ERISA"), and the laws of the State of Illinois, other than its  laws
     respecting choice of law, to the extent not pre-empted by ERISA.

14.  Amendment.    This  Agreement may be amended  or  canceled  by  mutual
     agreement  of the parties in writing without the consent of any  other
     person and, so long as the Executive lives, no person, other than  the
     parties  hereto,  shall  have any rights under  or  interest  in  this
     Agreement or the subject matter hereof.

15.  Term.    Unless  the Executive has declared this Agreement  effective,
     pursuant  to  Section  1  of  this  Agreement,  this  Agreement  shall
     terminate  prior  to  a  change in control of  the  Company  when  the
     Executive has terminated employment or been placed on inactive service
     by the Company, or, if later, May 14, 2001.

16.  Successors to the Company.   Except as otherwise provided herein, this
     Agreement  shall  be  binding upon and inure to  the  benefit  of  the
     Company and any successor of the Company.

17.  Severability.    In the event that any provision or  portion  of  this
     Agreement shall be determined to be invalid or unenforceable  for  any
     reason, the remaining provisions of this Agreement shall be unaffected
     thereby and shall remain in full force and effect.


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18.  Prior  Agreement.    Any prior Executive Separation Agreement  between
     the Executive and the Company which has not yet terminated pursuant to
     its  terms,  is  canceled by mutual consent of the Executive  and  the
     Company pursuant to execution of this Agreement, effective as  of  the
     day and year first above written.

          IN  WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board, the Company has caused  these
presents  to be executed in its name on its behalf, and its corporate  seal
to  be hereunto affixed and attested by its Assistant Secretary, all as  of
the day and year first above written.




ATTEST:                          THE QUAKER OATS COMPANY


/s/ Gerald A. Cassioppi          /s/ Pamela S. Hewitt
Assistant Secretary              Its Senior Vice President



                                 EXECUTIVE
                                 
                                 
                                 /s/ Robert S. Morrison