EXHIBIT 10


                          DEFERRED COMPENSATION PLAN
                   FOR EXECUTIVES OF THE QUAKER OATS COMPANY
          (As Amended and Restated Effective as of December 1, 1999)

1. PURPOSE

   The  purpose  of  this Deferred Compensation Plan (the "Plan")  is   to offer
   certain  senior-level employees and expatriates of The  Quaker  Oats  Company
   and  its  subsidiaries (collectively the "Company") the opportunity to  defer
   receipt of compensation payments until termination of their service with  the
   Company.

2. DEFINITIONS

   a. "Beneficiary" shall mean the entity or person designated from time to time
      in writing by a Participant to receive payments  under  the Plan after the
      death  of  such Participant, or in the absence of an effective designation
      or  the  event  that   such   designated  person  shall  predecease   such
      Participant, the Participant's estate.

   b. "Bonus"  shall  mean  the  amount  of  money  which the Executive shall be
      awarded periodically under any of the Company's incentive plans.

   c. "Compensation" shall mean the Salary, Bonus and Excess ESOP Award payments
      which the Executive is eligible to receive from  the Company for services.

   d. "Deferred Amount" shall mean an amount of Compensation deferred under this
      Plan and carried during the deferral period as Deferred Units.

   e. "Deferred Unit" shall mean a Deferred Amount and any earnings or losses to
      be allocated as set forth in Section 5 during the period of deferral.

   f. "ESOP" shall mean  the  portion  of  The  Quaker  401(k) Plan for Salaried
      Employees that constitutes a leveraged employee stock ownership plan.

   g. "Excess ESOP Award" shall mean any award authorized by the Company's Board
      of  Directors,  Compensation  Committee  or  Chief  Executive  Officer and
      intended  to  make  the  Participant  whole for the fact that compensation
      taken  into account in  qualified  plans is limited under Internal Revenue
      Code Section 401(a)(17).

   h. "Executive" shall mean for each twelve month  period  ending June 30, each
      employee  of  the  Company  who  is  expected  to  be paid by the Company,
      Salary  and  Bonus  for  such  twelve   month  period  in  excess  of  the
      compensation limit under Internal Revenue Code Section 401(a)(17).

   i. "Participant"  shall  mean an  Executive who has elected to participate in
      this Plan.

   j. "Salary" shall mean the annual base salary earned from  the Company of any
      Executive.

   k. "Termination of Service" shall mean the  termination (by death, retirement
      or otherwise) of a Participant's service  with the Company as an employee.

3. DEFERRAL OF COMPENSATION

   As  permitted  by the Company, each Executive may elect to defer Compensation
   under  this  Plan.  Such election shall specify the percentage (in  multiples
   of  10%) of the Participant's Salary, Bonus, and/or Excess ESOP Award  to  be
   deferred  under  the Plan and shall be executed by the  Executive on  a  form
   prescribed  by the Company as follows: a) for Salary,  prior to the beginning
   of  the month in which such salary is earned; b) for Bonus, prior to the date
   established by the Company, which precedes the Bonus payment; and c) for  the
   Excess  ESOP  Award,  prior to the date  established by  the  Company,  which
   precedes  the Excess ESOP Award payment.   An election with respect to Salary
   shall   continue  in  effect  for  future   similar  payments  until  changed
   prospectively  by the Participant.  Elections with respect to Bonus  and  the
   Excess  ESOP  Award shall be made available annually and once made  shall  be
   irrevocable  for  the  Compensation for the  year  for   which  it  is  to be
   effective.   In  no  event will a Participant's total  deferral  election for
   each twelve month period ending June 30,  reduce the Compensation payable and
   taxable  to  the  Participant (not deferred)  below the limit referred  to in
   Code  Section  401(a)(17) for the twelve  month period ending  each  June 30,
   which   may  require  the  Company   to  return  all  or  a  portion  of  the
   Participant's Deferred Amount.

4. TREATMENT OF DEFERRED AMOUNTS

   Participants  shall  be  entitled to select where,  from  among  two  or more
   phantom  investment  funds (the "Investment Funds")  chosen  by  the Company,
   such  Deferred  Amounts  and the earnings thereon   shall  be  invested.  The
   deferred  amount  shall  not   actually  be  invested  in  any  fund,  but  a
   Participant's  account shall be credited with earnings  and losses  as  if it
   had  been so invested.  A Participant's account shall not actually be funded,
   but  shall only represent an unsecured unfunded promise of the Company to pay
   pursuant  to  the  terms of this Plan. The Investment Funds shall  include  a
   Quaker  Stock  Fund,  which shall be carried as common  stock  units  of  the
   Company.   The  Company may add or delete an Investment Fund  or  change  the
   investment strategy of any Investment Fund at  any time without prior notice.
   To  the  extent that the  Company must return a Participant's Deferred Amount
   to  meet  the deferral limit  described in paragraph 3, no earnings or losses
   shall  be  credited  to  such  returned amount.  No Deferred  Amounts may  be
   invested  in the Company's Incentive  Investment Program or Phantom Incentive
   Investment  Program  with  respect  to   Compensation  deferred  on or  after
   December 1, 1999.

   The  Company  shall  maintain or cause  to be maintained separate subaccounts
   for  each  Participant in each of the  Investment Funds to separately reflect
   his interests in each such Fund.

   At  the  time  that  a  Participant  enrolls in the Plan he  may  specify the
   percentage,  in  increments of 10% of  Deferred Amounts subsequently credited
   to  the  Plan  that  are to be invested in each  of the  Investment Funds  in
   accordance  with  uniform  rules  established   by  the  Company.   Any  such
   investment  direction  shall  be deemed to be  a  continuing  direction until
   changed.   During  any period in which no such  direction has  been  given in
   accordance  with rules established by the  Company, contributions credited to
   a Participant shall be invested in the  Investment Funds as determined by the
   Company.  A Participant may modify his  investment direction prospectively by
   submitting  his election to do  so prior to the effective time of  the change
   in accordance with uniform rules  established by the Company.

   Subject  to  uniform rules  established by the Company, each  Participant may
   elect  to  transfer   prospectively, in increments of 10%  the  value  of his
   Deferred Units held  in any Investment Fund to any other Investment Fund then
   made  available  to  such Participant.  Any such election  shall  be  made by
   submitting  prior  to  the  time  it  is to be effective  in  accordance with
   uniform  rules established by the Company.   Rights and interests  under this
   Plan may not be assigned.

   A  Participant who has elected to defer Compensation shall have the amount of
   such  Compensation credited to the Participant's  account as of the same date
   that it would otherwise be payable to him.

5. PAYMENT OF DEFERRED AMOUNTS

   At  the  time  a  Participant first elects to  defer Compensation  under this
   Plan, the Participant shall irrevocably specify,  on a form prescribed by the
   Secretary  of  the Company, the  number of annual installments (not exceeding
   15)  that the Participant desires  to receive payment of the Deferred Amount,
   and  how  soon  after Termination  of Service the Participant wishes to  have
   payment  begin. A beneficiary shall  also be designated on such form and such
   Beneficiary  may  be  changed by the  Participant at any  time  prior  to the
   Participant's  death.  If no effective  election (with respect to  the number
   of  installments  and the beginning date  of payments) has been  made  at the
   time  of Termination of Service, if the  Participant has not attained the age
   of  55 at the time of Termination of  Service, or if the Participant has been
   terminated for gross misconduct,  payment of the entire Deferred Amount shall
   be  paid  to  a Participant (or a  Beneficiary, if the Participant shall have
   died) no later than six months following  the year of Termination of Service.

   All  payments of Deferred Amounts under this Plan shall be made in  cash,  or
   the Company's common stock if The Participants Deferred Units are carried  as
   common  stock units of the Company, out of the general assets of the Company,
   and  shall  constitute  an  unfunded and unsecured  promise  to  pay  by  the
   Company.   The  amount of each annual installment payment  to  a  Participant
   shall  be  determined  by dividing the Deferred Units  in  the  Participant's
   account by the number of installments remaining to be paid.

6. ACCELERATION OF PAYMENTS

   The  Compensation   Committee  of  the  Company's  Board  of  Directors  (the
   "Compensation  Committee"  and the "Board") is empowered  to  accelerate  the
   payment of Deferred Amounts to a Participant or to all Participants or  to  a
   Beneficiary,  whether  before  or  after  the  Participant's  Termination  of
   Service,  for reasons of individual hardship, death, changes in the tax  laws
   or  accounting  principles, or other reasons which  negate  or  diminish  the
   continued  value  of  Deferred Amounts to Participants  or  to  the  Company;
   provided,  however that following a Change in Control, such acceleration  may
   be  carried  out  for  any  reason  deemed appropriate  by  the  Compensation
   Committee.

7. CHANGE IN CONTROL

   A "Change in Control" 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 May 13, 1998), individuals who at the beginning of such period
         constitute  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   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.

8. WITHHOLDING

   The  Company  may  withhold taxes, and any other required amounts,  including
   the  Hospital Insurance portion of the Federal Social Security Act, from  the
   payment of Deferred Amounts or other amounts paid to the Executive.

9. AMENDMENT OR TERMINATION

   The  Company reserves the right, at any time or from time to time, by  action
   of  its Board or Executive Committee thereof, to amend or modify, in whole or
   in  part, or terminate the Plan.  No amendment or termination shall adversely
   affect any then existing Deferred Amounts or rights under this Plan.

IN  WITNESS  WHEREOF,  this  Plan, as stated, is effective as of December, 1999,
and is executed by a duly authorized officer of the Company.


                                     THE QUAKER OATS COMPANY



Dated:  January 26, 2000         By: /s/Pamela S. Hewitt
                                     Its Senior Vice President