Exhibit 10(f)(2)
                                       
                        EXECUTIVE SEPARATION AGREEMENT
                                       

           THIS AGREEMENT is made between The Quaker Oats Company, a New Jersey
corporation (the "Company"), and Barbara R. Allen (the "Executive"), dated this
19th day of November, 1996.

                               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 30% or more of
         the combined voting power of the Company's then outstanding voting
         securities; provided, however, that this paragraph (a) shall not apply
         to any Person who becomes such a beneficial owner of such Company
         securities pursuant to an agreement with the Company approved by the
         Company's Board of Directors (the "Board"), entered into before such
         Person has become such a beneficial owner of Company securities 
         representing 5% 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 13, 1996), 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 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); 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 she shall devote her full business time
     exclusively to her executive duties as described herein and perform such
     duties faithfully and efficiently.

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. She shall receive an annual salary which is not less than her 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. She 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 she was
        provided immediately prior to the effective date of this Agreement.
     
     c. She  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 she was provided
        immediately prior  to  the effective date of this Agreement.
     
     d. She 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 she 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 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  her  position is significantly
         affected  so that  she  is  unable to exercise the authorities, powers,
         functions or duties attached to her 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" 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.
     
6.   Confidentiality.     The  Executive  agrees  that  during  and  after  the
     employment period, she will not divulge or appropriate to her 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 her 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 her
        annual salary immediately prior to termination, or if greater, not
        less than her 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 she 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 she had remained in
        the employ of the Company for 24 calendar months after her 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
        she would have been entitled under all such employee benefit plans,
        programs or arrangements maintained by the Company as if she had
        remained in the employ of the company for 24 calendar months after her
        termination.  Such a benefit payment shall be adjusted to include
        expected increases to the Executive's salary, bonus and other 
        compensation as specified in paragraph 7a. 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 paragraph 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 her  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
       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 her 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 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 her employment with the
     Company, or any amounts which might have been earned by the Executive in
     other employment had  she 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 her rights under this Agreement, Executive shall be entitled
     to recover from the Company  her  reasonable attorneys' fees and costs and
     expenses in connection with enforcement of her 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
     she initiated the arbitration based on the information then available to
     her, she 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
     she 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 her 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 theretofore declared  this  Agreement
     effective,  pursuant to Section 1 of this Agreement, this Agreement  shall
     terminate (a) March 31, 1998 or (b) when the Executive has been placed  on
     inactive service by the Company prior to a change in control of the
     Company.
     
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.

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 her 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


Gerald A. Cassioppi                By:  /s/Douglas J. Ralston
Assistant Secretary               Its:  Senior Vice President



                                   By:  /s/ Barbara Allen
                                  Its:  EXECUTIVE


















                                  THE QUAKER
                   SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
                                       
                                  Schedule A
                                       
                                       
                                       

                                                  Additional
Participant               Effective Date       Years of Service
                                                       
William D. Smithburg          8/1/89                 -0-
                                                       
Frank J. Morgan               8/1/89                 -0-
                                                       
Luther C. McKinney            8/1/89                 -0-
                                                       
Paul E. Price                 8/1/89                 -0-
                                                       
Michael J. Callahan           8/1/89                 -6-
                                                       
Lawrence M. Baytos            8/1/89                 -0-
                                                       
Philip A. Marineau            1/8/92                 -0-
                                                       
Douglas J. Ralston            1/8/92                 -0-
                                                       
Terry G. Westbrook            1/8/92                 -2-
                                                       
Walter G. Van Benthuysen     7/14/93                 -1-

Robert S. Thomason           11/13/96                -0-
                                                       
A. Stephen Diamond           11/13/96                -0-