46
                     AGREEMENT AND PLAN OF REORGANIZATION

     This  AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of
April  1,  1998,  by  and among Ralston Purina Company, a Missouri corporation
("Ralston")  and  Agribrands  International,  Inc.  ("Agribrands"), a Missouri
corporation  and  wholly  owned  subsidiary  of  Ralston.

                                  WITNESSETH:

     WHEREAS,  Ralston's  businesses  consist of the manufacture, distribution
and  sale  of  battery  products  and  pet  products  domestically  and
internationally,  and  the  manufacture, distribution and sale of agricultural
formula  animal  feeds  and  other  agricultural  animal  nutrition  products
primarily  outside  the  United  States;  and

     WHEREAS,  the  Board  of  Directors  of Ralston (the "Ralston Board") has
determined  that  it  is  in the best interests of the Ralston shareholders to
separate  Ralston's  international agribusiness from its core pet products and
battery  businesses,  and to consolidate such agribusiness, which is currently
conducted  by  various  subsidiaries  and  affiliates, into Agribrands, and to
distribute  the  $.01  par  value  Agribrands  Stock  ("Agribrands  Stock") to
shareholders  of  its  $.10  par  value  Ralston Purina Common Stock ("Ralston
Stock");  and

     WHEREAS,  in  order  to  effect  such  separation,  the Ralston Board has
determined that it is necessary and advisable to consolidate the international
agribusiness  through various restructurings and to transfer to Agribrands the
direct  stock ownership of those subsidiaries and other assets of Ralston that
are  engaged  in  the  operation  of  the  agribusiness,  as  well  as certain
trademarks  and  technology  used  in  the international agribusiness, as more
fully  set  forth  below;  and

     WHEREAS, in connection with such consolidation, Ralston formed Agribrands
by  causing  Tradico, Inc., a Delaware corporation and wholly owned subsidiary
of  Ralston,  to be merged into Tradico Missouri, Inc., a Missouri corporation
and wholly owned subsidiary of Ralston, and the surviving Missouri corporation
to be renamed Agribrands International, Inc., effective November 18, 1997; and

     WHEREAS,  in  order  to  effect  such  distribution  of  the ownership of
Agribrands  to  the holders of Ralston Stock, the Ralston Board has determined
that  it  is  necessary  and desirable to distribute all outstanding shares of
Agribrands  Stock  on  a  pro rata basis to the holders of Ralston Stock, such
distribution  being  hereinafter  referred  to  as  the  "Distribution";  and

     WHEREAS,  the  mergers  and liquidations of certain affected subsidiaries
are  intended  to  qualify under Sections 368(a)(1)(A) and 332 of the Internal
Revenue  Code  of  1986,  as  amended (the "Code"), the transfer of assets are
intended  to  qualify under Code Section 368(a)(1)(D), and the distribution of
Agribrands  Stock  is  intended  to  qualify  under  Code  Section  355;  and

     WHEREAS,  the  parties  hereto  have  determined that it is necessary and
desirable to set forth the principal corporate transactions required to effect
the  Distribution  and  to set forth other agreements that will govern certain
other  matters  prior  to  and  following  the  Distribution;

     NOW  THEREFORE, in consideration of the premises and the mutual covenants
herein contained and intending to be legally bound thereby, the parties hereto
agree  as  follows:

                                   ARTICLE I

                                  DEFINITIONS

     1.01       General.  As used in this Agreement, the following terms shall
                -------
have  the  following  meanings (such meanings to be equally applicable to both
the  singular  and  plural  forms  of  the  terms  defined):

     AAFCO:    the  Association  of  American  Feed  Control  Officials.
     -----

     Action:    any  action,  claim, suit, arbitration, inquiry, proceeding or
     ------
investigation  by  or  before  any  court, governmental or other regulatory or
administrative  agency  or  commission  or  any arbitration or other tribunal.

     Affiliate:    with  respect  to  any  specified Person, an "affiliate" as
     ---------
defined  in  Rule  405  promulgated  pursuant to the Securities Act; provided,
however,  that  for  purposes  of  this Agreement (i) Affiliates of Agribrands
shall  not  be  deemed  to  include Ralston or any corporation which will be a
subsidiary  or  affiliate  of  Ralston  following  the  Distribution; and (ii)
Affiliates of Ralston shall not be deemed to include Affiliates of Agribrands.

     Agribrands  Asset  Purchase Price:  Cash contributed to Agribrands or one
     ---------------------------------
of its Affiliates by Ralston or its Affiliates in connection with the purchase
by  an  Affiliate  of  Agribrands,  as  set  forth  in  Section  2.01,  of the
Agribusiness  in  Brazil  from Ralston Purina do Brasil, LTDA.  The Agribrands
Asset  Purchase  Price  shall  be  the  U.S.  dollar  equivalent of the actual
purchase price paid to Ralston Purina do Brasil, based on the foreign exchange
rate,  published  in the Wall Street Journal, with respect to the closing date
of  such  sale.

     Agribrands  Board:    the Board of Directors of Agribrands International,
     -----------------
Inc.  and  their  duly  elected  or  appointed  successors.

     Agribrands  Cash  Holdings:    the  Cash to be held by Agribrands and its
     --------------------------
Affiliates  as  of  the Distribution, as determined in accordance with Section
2.04(a)  and  as  adjusted  pursuant  to  Section  2.04(g).

     Agribrands  Deferred  Compensation  Plan:   as defined in Section 7.09 of
     ----------------------------------------
this  Agreement.

     Agribrands  Notes:    the  promissory  notes issued by Agribrands or Agri
     -----------------
International  Holding  Company,  Inc.  to  Ralston  in  connection  with  the
contribution  by  Ralston  to Agribrands or Agri International Holding Company
Inc.  of  the  stock  of  certain  foreign  subsidiaries.

     Agribrands  Stock:    Agribrands  common stock, par value $.01 per share.
     -----------------

     Agribusiness:  Ralston's  direct  or  indirect  ownership  of  (i)  the
     ------------
international  business of the manufacture, distribution and sale of feeds for
horses,  commercial  livestock,  commercial  poultry,  laboratory animals, zoo
animals,  wild  birds  and  game,  rabbits,  animals raised for fur, and fish,
reptiles  and  shellfish  raised in commercial aquaculture facilities, and the
operation  of  hatcheries; (ii) pet food manufacturing operations in Korea and
the  sale  and  distribution  of  such  products; (iii) pet food manufacturing
operations  in  Canada at Strathroy, Ontario, and the sale and distribution of
such  products;  and  (iv) all joint ventures involving or associated with the
businesses  described  in  (i)  through  (iii)  above.

     Agribusiness  Assets:    except to the extent provided in, and subject to
     --------------------
the provisions of, any of the Ancillary Agreements, (i) all of the Assets used
or held by or on behalf of any member of the Agribusiness Group or the Ralston
Group  immediately  prior  to  the Distribution which are used or held for use
exclusively  in  the Agribusiness rather than the Ralston Business, including,
but  not  limited  to,  the Assets set forth on Schedule 1.01(a); and (ii) any
office  equipment  and  furniture  used  immediately prior to the Distribution
exclusively  by  Agribusiness  Employees.

     Agribusiness  Employee:    any  individual who (i) is on the Distribution
     ----------------------
Date,  or  immediately  following  the  Distribution  will  be,  an officer or
employee of any member of the Agribusiness Group, (ii) is employed by a member
of  the  Ralston  Group but, pending transfer of employment to a member of the
Agribusiness  Group,  performs duties primarily for the Agribusiness; or (iii)
is on leave (including but not limited to leave for disability) or layoff from
active  employment  on  the  Distribution  Date  but who, immediately prior to
commencement  of  such  leave  or  layoff,  was  primarily  employed  in  the
Agribusiness.  Notwithstanding  the  foregoing, an Agribusiness Employee shall
not  include  any  individual  who,  as of the Distribution Date, (A) has been
determined  to  be  disabled  under  the  Purina Benefit Association Long Term
Disability  Plan ("LTD Plan"), the Ralston Purina Company Group Life Insurance
Plan or the Retirement Plan; (B) is on leave during a waiting period prior to,
and  who has made application for, a determination of disability under the LTD
Plan;  or  (C)  is employed by a member of the Agribusiness Group but performs
duties  primarily  for  a  Ralston  Business,  pending  subsequent transfer of
employment  to  a  member  of  the Ralston Group or termination of employment.

     Agribusiness  Group:   Agribrands and its Affiliates at the Distribution.
     -------------------

     Agribusiness Individual:  any individual who is an Agribusiness Employee,
     -----------------------
a  Former  Agribusiness Employee, or a beneficiary of an Agribusiness Employee
or  of  a  Former  Agribusiness  Employee.

     Agribusiness  Obligations:    as  defined in Article X of this Agreement.
     -------------------------

     Agricultural  Channel:   as defined in Section 5.01(a) of this Agreement.
     ---------------------

     Ancillary  Agreements:  the  Tax Sharing Agreement, the Bridging Services
     ---------------------
Agreement,  the  Trademark  Agreement, and the Technology Transfer and License
Agreement.

     Asset:    any  and  all  assets  and  properties, tangible or intangible,
     -----
including,  but  not  limited  to,  the  following:  (i) cash, notes and trade
receivable  accounts  (whether current or non-current and including all rights
with  respect  thereto);  (ii)  certificates of deposit, bankers' acceptances,
stock,  debentures,  evidences  of  indebtedness,  certificates of interest or
participation  in  profit-sharing  agreements,  collateral-trust certificates,
preorganization certificates, investment contracts, voting-trust certificates;
(iii)  trade  secrets,  confidential  information, registered and unregistered
trademarks,  service  marks,  service  names, trade styles and trade names and
associated  goodwill;  statutory,  common  law  and  registered  copyrights;
applications  for any of the foregoing, rights to use any of the foregoing and
other  rights in, to and under any of the foregoing; (iv) rights under leases,
contracts,  licenses,  permits,  and  sales  and purchase agreements; (v) real
estate  and  buildings  and  other improvements thereon and timber and mineral
rights  of  every kind; (vi) leasehold improvements, fixtures, trade fixtures,
machinery,  equipment  (including transportation and office equipment), tools,
dies  and  furniture; (vii) office supplies, production supplies, spare parts,
other  miscellaneous  supplies and other tangible property of any kind; (viii)
raw  materials,  work-in-process,  finished  goods,  consigned goods and other
inventories;  (ix)  prepayments  or  prepaid  expenses;  (x) claims, causes of
action,  choses  in  action,  rights  of recovery and rights of set-off of any
kind;  (xi) the right to receive mail and other communications; (xii) lists of
advertisers, records pertaining to advertisers and accounts, lists and records
pertaining  to  suppliers  and  agents, and books, ledgers, files and business
records  of  every  kind;  (xiii)  advertising  materials  and other recorded,
printed  or  written  materials;  (xiv)  goodwill as a going concern and other
intangible  properties;  (xv)  personnel  records  and  employee  contracts,
including  any  rights  thereunder  to  restrict an employee from competing in
certain  respects;  and  (xvi)  licenses  and  authorizations  issued  by  any
governmental  authority.

     Bridging  Services  Agreement:    as  defined  in  Section  5.04  of this
     -----------------------------
Agreement.

     Business:    the  Agribusiness  or  the  Ralston  Business.
     --------

     Business  Day:  any day other than a Saturday, a Sunday or a day on which
     -------------
banking  institutions located in the State of Missouri are obligated by law or
executive  order  to  close.

     Cash:   cash, marketable securities, compensating balances used to secure
     ----
debt  financing, amounts held in margin accounts, and such other items as have
been  or  would  be  classified  as  cash consistent with accounting practices
historically  employed  by  Ralston.

     CME:    calculated  metabolizable  energy.
     ---

     Code:    the  Internal Revenue Code of 1986, as amended, or any successor
     ----
legislation.

     Committee:    the  Nominating  and Compensation Committee of the Board of
     ---------
Directors  of  Agribrands.

     Current  Plan  Year:    the  plan  year  or  fiscal  year,  to the extent
     -------------------
applicable  with  respect  to  any  Plan,  during  which the Distribution Date
occurs.

     Distribution:    as  defined  in  the  recitals  to  this  Agreement.
     ------------

     Distribution  Date:    April  1,  1998.
     ------------------

     DuPont  Agreement:    the agreement as defined in Section 5.01(a) of this
     -----------------
Agreement.

     Enterprise  Purchase  Agreement:  as  defined  in  Section  5.04  of this
     -------------------------------
Agreement.

     ERISA:   the Employee Retirement Income Security Act of 1974, as amended,
     -----
or  any  successor  legislation.

     ESOP  Stock:   Ralston Purina Company Series A ESOP Convertible Preferred
     -----------
Stock,  $1.00  par  value.

     Exchange  Act:  the Securities Exchange Act of 1934, as amended, together
     --------------
with  the  rules  and  regulations  promulgated  thereunder.

     Executive  Life  Plan:    the  Ralston  Purina  Executive  Life  Plan.
     ---------------------

     Executive  SIP:    the  Ralston Purina Executive Savings Investment Plan.
     --------------

     Form  10:  as  defined  in  Section  2.06  of  this  Agreement.
     --------

     Former Agribusinesses:  all of the following international businesses and
     ---------------------
operations  heretofore,  but  not  currently,  owned and conducted directly or
indirectly  by  Ralston:  (i) former international businesses of producing and
distributing  feeds  for  horses, commercial livestock and poultry and rations
for  laboratory  animals,  zoo animals,  wild birds and game, rabbits, animals
raised  for  fur,  and  fish,  reptiles  and  shellfish  raised  in commercial
aquaculture  facilities,  and  operation  of  hatcheries; (ii) former pet food
manufacturing  operations  in Korea, and the sale and distribution in Korea of
such  pet foods; (iii) poultry processing; (iv) finished poultry products; (v)
manufacture  and sale of silos; (vi) manufacture and distribution of livestock
and  poultry  health  products;  (vii)  commercial egg production (fertile and
infertile);  (viii)  raising of laboratory rats; (ix) fishmeal processing; (x)
oilseed  processing;  (xi)  sale  and  lease  of  breeding  hogs;  (xii) other
businesses  managed  or  directed by employees of the Agribusiness, other than
cereal,  baked  goods,  tuna processing and soy protein businesses; and (xiii)
all  joint  ventures  involving or associated with the businesses described in
(i)  through  (xii)  above  or  the  Agribusiness.

     Former Agribusiness Employee:  an individual who was employed by a member
     ----------------------------
of  the  Agribusiness Group or a Former Agribusiness at the time of his or her
termination  or  retirement  on  or  prior  to  the  Distribution  Date.

     Former  Businesses:    The  Former  Ralston  Businesses  and  the  Former
     ------------------
Agribusinesses.

     Former  Ralston  Businesses:    all  of  the  businesses  and  operations
     ---------------------------
heretofore,  but not currently, directly or indirectly owned and conducted  by
Ralston,  other  than  a  Former  Agribusiness.

     Former  Ralston  Employee:  an individual who was employed by a member of
     -------------------------
the  Ralston  Group  or  a  Former  Ralston Business at the time of his or her
termination  or  retirement.

     Group:    the  Ralston  Group  or  the  Agribusiness  Group.
     -----

     Indebtedness  of  Agribrands:   external obligations in the form of money
     ----------------------------
that  is borrowed from third party banks and/or financial institutions, to the
extent  that  such indebtedness (i) is incurred in connection with, or arising
out  of the operations of, the Agribusiness and (ii) is or should be reflected
and  booked  on the balance sheet statements of the Agribusiness in accordance
with  accounting  practices  historically employed by Ralston; and in no event
shall  intercompany  or intracompany accounts between the Agribusiness and the
Ralston  Business  be  deemed  to  be  Indebtedness  of  Agribrands.

     Indemnifiable  Loss:    with  respect  to  any claim by an Indemnitee for
     -------------------
indemnification  hereunder,  any and all losses, liabilities, claims, damages,
obligations,  payments, costs and expenses (including, without limitation, the
costs  and  expenses  of any and all Actions, demands, claims and assessments,
and  any  and  all  judgments, settlements and compromises related thereto and
reasonable  attorney's  fees and expenses in connection therewith) incurred or
suffered  by such Indemnitee with respect to such claim except as may arise in
connection  with  the  performance  of  any of the Ancillary Agreements, which
shall,  in  each  such  case,  be  governed  by  the  terms  of such Ancillary
Agreement.

     Indemnitee:    as  defined  in  Section  4.02  of  this  Agreement.
     ----------

     Indemnitor:    as  defined  in  Section  4.02  of  this  Agreement.
     ----------

     Information:    as  defined  in  Section  6.02  of  this  Agreement.
     -----------

     Information  Statement:    the  information  statement sent to holders of
     ----------------------
Ralston  Stock  in  connection  with  the  Distribution,  which  sets  forth
appropriate  disclosures  concerning  the  Agribusiness,  Agribrands,  the
Distribution  and  other  related  matters.

     IRS:    the  Internal  Revenue  Service.
     ---

     ISP:    the  Ralston  Purina  1988  and  1996  Incentive  Stock  Plans.
     ---

     Liabilities:    all  claims, debts, liabilities, royalties, license fees,
     -----------
losses,  costs, expenses, deficiencies, litigation proceedings, taxes, levies,
imposts,  duties,  deficiencies,  assessments,  attorneys'  fees,  charges,
allegations,  demands,  damages,  judgments,  guaranties,  indemnities,  or
obligations,  whether absolute or contingent, matured or unmatured, liquidated
or unliquidated, accrued or unaccrued, known or unknown and whether or not the
same  would  properly be reflected on a balance sheet, including all costs and
expenses  relating  thereto.

     LIBOR:    London  Interbank  Offer  Rate.
     -----

     Notice  of  Claim:    as  defined  in  Section  4.02  of  this Agreement.
     -----------------

     NYSE:    the  New  York  Stock  Exchange.
     ----

     Operating  Agreement:   An agreement as described in Sections 2.04(f) and
     --------------------
5.04  in  effect  during  a period of beneficial ownership of the Agribusiness
Assets  or  the  Ralston  Assets.

     Person:   an individual, a partnership, a joint venture, a corporation, a
     ------
trust  or  other entity, an unincorporated organization or a government or any
department  or  agency  thereof.

     Plan:    any  plan,  policy, arrangement, contract or agreement providing
     ----
benefits  (including  salary,  bonuses,  deferred  compensation,  incentive
compensation,  savings,  stock  purchases,  pensions,  profit sharing, welfare
benefits  or  retirement  or other retiree benefits, including retiree medical
benefits)  for  any  group  of  employees  or  former  employees or individual
employee  or  former employee, or the beneficiary or beneficiaries of any such
employee  or  former  employee,  whether  formal  or  informal  or  written or
unwritten and whether or not legally binding, and including any means, whether
or  not  legally  required,  pursuant  to  which any benefit is provided by an
employer  to  any  employee  or  former  employee  or  the  beneficiary  or
beneficiaries  of  any  such  employee  or  former  employee.

     Protected Agribrands Business:  the business described in Section 5.01(a)
     -----------------------------
of  this  Agreement.

     Protected Ralston Business:  the business described in Section 5.01(a) of
     --------------------------
this  Agreement.

     Qualified Plan:  a Plan which is an employee pension benefit plan (within
     --------------
the  meaning of Section 3(2) of ERISA) and which constitutes or is intended in
good  faith  to  constitute a qualified plan under Section 401(a) of the Code.

     Ralston:    as  defined  in  the  recitals  to  this  Agreement.
     -------

     Ralston Assets:  subject to the provisions of any of the other agreements
     --------------
referred  to in this Agreement, all of the Assets, other than the Agribusiness
Assets,  used  or  held  immediately  prior  to the Distribution Date by or on
behalf  of  any  member  of  either  Group, including, but not limited to, the
Assets  set  forth  on  Schedule  1.01(b).

     Ralston  Board:    the  Board  of Directors of Ralston Purina Company and
     --------------
their  duly  elected  or  appointed  successors.

     Ralston  Business:   all of the businesses owned, directly or indirectly,
     -----------------
by  Ralston  and  conducted  immediately prior to the Distribution Date, other
than  the  Agribusiness.

     Ralston  Deferred  Compensation  Plan:    the  Ralston  Purina  Deferred
     -------------------------------------
Compensation  Plan  for  Key  Employees.

     Ralston Employee:  any individual who at any time is or was an officer or
     ----------------
employee  of  any member of either Group, other than an Agribusiness Employee,
including,  but  not  limited  to,  individuals set forth on Schedule 1.01(c).

     Ralston  Group:   Ralston and its Subsidiaries and Affiliates, other than
     --------------
members  of  the  Agribusiness  Group.

     Ralston  Individual:   any individual who (i) is a Ralston Employee, (ii)
     -------------------
at any time prior to the Distribution Date is or was an officer or employee of
any  Former  Ralston  Business  or  (iii)  is  a beneficiary of any individual
specified  in  clause  (i)  or  (ii).

     Ralston Option:  the option defined in Section 7.08(b) of this Agreement.
     --------------

     Ralston  Stock:    Ralston  Purina  Company common stock, $.10 par value.
     --------------

     Ralston  Stock  and  Asset  Purchase  Prices:    Cash  paid  after  the
     ---------------------------------------------
Distribution  to Agribrands or its Affiliates by Ralston or its Affiliates, to
the  extent  necessary, to close the purchase by Ralston or its Affiliates, as
set  forth  in  Section  2.01,  of the stock of Purina Pet Foods France or, as
applicable,  certain  assets  and  liabilities  of  Purina de Guatemala, S.A.,
Purina  Colombiana,  S.A.,  Purina  de  Venezuela, C.A., and Purina Peru, S.A.

     Record  Date:    the  date  to be determined by the Board of Directors of
     ------------
Ralston,  or  the  Executive  Committee  thereof,  as  the  record  date  for
determining  shareholders  of  Ralston  Stock  entitled  to  receive  the
Distribution.

     Retirement  Plan:    the  Ralston  Purina  Retirement  Plan.
     ----------------

     Rights:  the rights to be issued by Agribrands pursuant to the Agribrands
     ------
Rights  Agreement.

     RPIHCI:    Ralston  Purina  International  Holding  Company,  Inc.
     ------

     SEC:    the  Securities  and  Exchange  Commission.
     ---

     Securities  Act:    the Securities Act of 1933, as amended, together with
     ---------------
the  rules  and  regulations  promulgated  thereunder.

     Shared  Liability:    a Liability arising out of, or associated with, the
     -----------------
ownership  of  both  the  Agribusiness  Assets  and the Ralston Assets; or the
operation  of  the Agribusiness or a Former Agribusiness, on the one hand, and
the Ralston Business or a Former Ralston Business, on the other hand, prior to
the  Distribution.

     SIP:    a  Savings  Investment  Plan.
     ---

     Subsidiary:    with  respect  to any specified Person, any corporation or
     ----------
other legal entity of which such Person or any of its Subsidiaries controls or
owns,  directly  or  indirectly,  50%  or  more  of  the stock or other equity
interest entitled to vote on the election of members to the board of directors
or  similar  governing  body  of  such  corporation  or  other  legal  entity.

     Tax  Sharing  Agreement:    as defined in Section 5.04 of this Agreement.
     -----------------------

     Technology Transfer and License Agreement:  as defined in Section 5.04 of
     -----------------------------------------
this  Agreement.

     Third-Party  Claim:    any  Action  or  claim by a third party against or
     ------------------
otherwise  involving  an  Indemnitee  for  which indemnification may be sought
pursuant  to  Article  IV  hereof.

     Toll-Milling  Agreements:   as defined in Section 5.04 of this Agreement.
     ------------------------

     Trademark  Agreement:    as  defined  in  Section 5.04 of this Agreement.
     --------------------

     Welfare  Plan:  any Plan which is not a Qualified Plan and which provides
     -------------
medical,  health, disability, accident, life insurance, death, dental or other
welfare  benefits,  including  any post-employment benefits or retiree medical
benefits.

     1.02      References to Time.  All references to times of the day in this
               ------------------
Agreement  shall  refer  to  St.  Louis,  Missouri  time  unless  otherwise
specifically  indicated.

                                  ARTICLE II

                      CERTAIN RESTRUCTURING TRANSACTIONS

     2.01     Restructuring Transactions.  Prior to, or as soon as practicable
              --------------------------
following,  the  Distribution  Date, the following shall have been or shall be
effected:

     (a)     Italian Demerger.  Pursuant to Italian law, Purina Italia S.p.A.,
             ----------------
an Italian corporation, shall be divided into two corporations by transferring
all  assets  and  liabilities  of  Purina  Italia  associated with the Ralston
Business  to  Ralston Purina Italia S.p.A. and thereafter by issuing the stock
of Ralston Purina Italia to RPIHCI (99.98% owner) and Ralston (.02% owner), in
proportion  to their ownership of shares of Purina Italia.  A pro rata portion
of  the shares of Purina Italia, representing the net book value of the assets
of  the  Ralston Business in proportion to the entire net book value of assets
of  Purina  Italia,  shall  be  canceled  and new share certificates in Purina
Italia  shall  be  issued  to  reflect  the  reduction in the number of shares
outstanding  as  a  result  of  the  demerger.

     (b)      Canadian Restructuring. Agribrands shall form a new wholly owned
              ----------------------
subsidiary,  Agribrands  Canada  Inc. ("Agri Canada").  Agribrands shall cause
Agri  Canada to purchase, pursuant to an Enterprise Purchase Agreement, all of
the  assets  exclusively  used  in connection with, and liabilities associated
with,  the  portion  of the Agribusiness owned and conducted by Ralston Purina
Canada  Inc.    The purchase price shall be equal to the appraised fair market
value  of  such Agribusiness in Canada, including working capital deficiencies
as  of  March  31,  1998.

     (c)          Brazilian Restructuring.  Agribrands shall form a new wholly
                  -----------------------
owned  subsidiary,  Agribrands  Purina  do  Brasil, Ltda, ("Agri do Brasil") a
Brazilian  corporation.    Agribrands  shall cause Agri do Brasil to purchase,
pursuant  to  an  Enterprise  Purchase  Agreement,  the assets and liabilities
associated  with  the  centers  of  business  of  the  Agribusiness  owned and
conducted  by  Ralston  Purina  do  Brasil,  Ltda,  a Brazilian corporationThe
purchase  price  shall  be  equal  to  the fair market value of such Brazilian
Agribusiness,  which  is  the  statutory net book value of such Business as of
March  31, 1998, determined in a manner consistent with the preparation of the
balance  sheet  dated  February  28,  1998  set  forth  on  Schedule  2.01(c).

     (d)          French  Restructuring.    Ralston  Purina  France,  a French
                  ---------------------
corporation, shall form a new wholly owned subsidiary, Purina Pet Foods France
("PPF  France"),  and  shall  contribute  all  of  the  assets and liabilities
associated  with its ownership and operation of the Ralston Business in France
to  PPF  France.   Ralston shall then cause Checkerboard Holding Company, Inc.
("Checkerboard  Holding"),  a  Delaware  corporation, to purchase from Ralston
Purina  France, pursuant to an Enterprise Purchase Agreement, all of the stock
of  PPF  France  for  27  million  French francs, which amount is equal to its
appraised  fair  market  value.

     (e)       Mexican Restructuring/Merger.  PPA Investments Inc., a Delaware
               ----------------------------
corporation,  shall purchase from Ralston Purina Holdings Mexico S.A. de C.V.,
a  Mexican corporation, all of the capital stock of Industrias Purina, S.A. de
C.V.,  a Mexican corporation, owned by Ralston Purina Holdings Mexico, for 209
million Mexican pesos, which is equal to its appraised fair market value.  PPA
Investments  Inc.  shall  then  adopt a plan of complete liquidation and merge
into  RPIHCI,  as  a  result  of which Industrias Purina shall become a direct
subsidiary  of  RPIHCI.

     (f)          Guatemalan  Restructuring.  Ralston shall cause Checkerboard
                  -------------------------
Holding  to  form  a  new  company,  Ralston  Purina  Guatemala,  a Guatemalan
corporation,  and  to cause such company to purchase from Purina de Guatemala,
S.A.,  a Guatemalan corporation, pursuant to an Enterprise Purchase Agreement,
the  assets  and liabilities associated with the Ralston Business in Guatemala
for cash in an amount equal to the fair market value of such Ralston Business,
which  shall  be the statutory net book value of such Business as of March 31,
1998,  determined  in  a manner consistent with the preparation of the balance
sheet  dated  February  28,  1998  set  forth on Schedule 2.01(f), except that
intangible  assets  shall  be  valued  at  645,000  Guatemalan  pesos.

     (g)          Colombian  Restructuring.   Ralston shall cause Checkerboard
                  ------------------------
Holding  to form a new wholly owned subsidiary, Ralston Purina Colombiana, and
shall  cause Ralston Purina Colombiana to purchase from Purina Colombiana S.A,
a  Colombian  corporation,  pursuant  to an Enterprise Purchase Agreement, the
assets  and  liabilities  associated with the Ralston Business in Colombia for
cash in an amount equal to the fair market value of such Business, which shall
be  the  statutory  net  book  value  of  such  business as of March 31, 1998,
determined  in  a  manner consistent with the preparation of the balance sheet
dated February 28, 1998 set forth on Schedule 2.01(g),  except that intangible
assets  shall be valued at 697,000,000 Colombian pesos and real property shall
be  valued  at  471,800,000  Colombian  pesos.

     (h)          Venezuelan  Restructuring.  Ralston shall cause Checkerboard
                  -------------------------
Holding  to  form a new wholly owned subsidiary, Ralston Purina Venezuela ("RP
Venezuela") a Venezuelan corporation, and shall cause RP Venezuela to purchase
from  Purina  de  Venezuela,  C.A.,  a  Venezuelan corporation, pursuant to an
Enterprise  Purchase Agreement, the assets and liabilities associated with the
Ralston  Business  in Venezuela for cash in an amount equal to the fair market
value  of  such  Business, which shall be the statutory net book value of such
Business  as  of  March  31,  1998, determined in a manner consistent with the
preparation of the balance sheet dated February 28, 1998 set forth on Schedule
2.01(h).

     (i)          Peruvian  Restructuring.  Ralston shall cause Ralston Purina
                  -----------------------
Colombiana  to  purchase  from  Purina  Peru,  S.A.,  a  Peruvian corporation,
pursuant  to  an  Enterprise  Purchase  Agreement,  the assets and liabilities
associated  with  the  Ralston Business in Peru for cash in an amount equal to
the  fair market value of such Business, which shall be the statutory net book
value of such business as of March 31, 1998, determined in a manner consistent
with the preparation of the balance sheet dated February 28, 1998 set forth on
Schedule  2.01(i).

     (j)          Korean  Restructuring.    Prior to the merger of RPIHCI into
                  ---------------------
Ralston,  Ralston  and Agribrands shall each purchase from RPIHCI 1,000 shares
of  Purina Korea, Inc., a Korean corporation, for 19,717 Korean won per share.
After  the merger of RPIHCI into Ralston as described in subsection (l) below,
Ralston  shall  contribute all of its stock ownership in Purina Korea, Inc. to
Agri  International Holding Company, Inc., a Delaware corporation, in exchange
for  which  Agri  International  Holding  Company  shall issue 135 million new
shares  of  its  capital  stock  and transfer such stock to Ralston, and shall
execute  and  deliver  the  Agribrands  Note  described  below.

     (k)          Philippines  Restructuring.  After the merger of RPIHCI into
                  --------------------------
Ralston,  Ralston shall contribute all of its ownership in Purina Philippines,
Inc.,  a Philippines corporation, to Agribrands as described in subsection (m)
below,  in  exchange for which Agribrands shall issue to Ralston 1,413,150 new
shares  of its capital stock and shall execute and deliver the Agribrands Note
described  below.

     (l)        Merger of RPIHCI into Ralston.  Ralston and RPIHCI shall enter
                -----------------------------
into  an  Agreement  and  Plan  of Merger and Complete Liquidation pursuant to
which RPIHCI shall be merged with and into Ralston pursuant to the General and
Business Corporation Law of Missouri and Delaware General Corporation Law, and
in  accordance  with  the  terms  and  conditions  of  such  merger agreement.
Following  such  merger,  RPIHCI will cease to exist, and Ralston shall become
the  direct  owner of Agribrands and all other stock interests owned by RPIHCI
at the time of the merger.  Intercompany debt owed by RPIHCI to Ralston at the
time  of  the  merger  will  be  paid  through the liquidating distribution of
RPIHCI's  assets  to  Ralston  at  such  time.

     (m)          Contribution  to Agribrands; Issuance of Notes  Prior to the
                  ----------------------------------------------
Distribution,  Ralston  shall  contribute  to  Agribrands, as contributions to
capital,  all  of  its  stock  ownership  in  the  following:

(i)  Latin  American  Agribusiness  Development  Corporation,  a  Panamanian
corporation;
(ii)  Purina  Italia  S.p.A.,  an  Italian  corporation;
(iii  Purina  de  Guatemala,  S.A.,  a  Guatemalan  corporation;
(iv)  Purina  Colombiana  S.A.,  a  Colombian  corporation;
(v)  Purina  de  Venezuela,  C.A.,  a  Venezuelan  corporation;
(vi)  Purina  Peru  S.A.,  a  Peruvian  corporation;
(vii)  Agri  International  Holding  Company  Inc.,  a  Delaware  corporation;
(viii)  Industrias  Purina,  S.A.  de  C.V,  a  Mexican  corporation;
(ix)  Purina  Espana,  S.A.,  a  Spanish  corporation;
(x)  Ralston  Purina  France,  a  French  corporation;
(xi)  Purina  Besin  Maddeleri  Sanayi VE Ticaret A.S., a Turkish corporation;
(xii)  AGX  Services,  Inc.,  a  Delaware  corporation;
(xiii)  Purina  Nanjing  Feedmill  Company  Limited,  a  Chinese  corporation;
(xiv)  Purina  Yantai  Feedmill  Company  Ltd,  a  Chinese  corporation;
(xv)  Purina  Fushun  Feedmill  Company,  Ltd.,  a  Chinese  corporation;
(xvi)  Agribrands  Purina  (Langfang)  Feedmill  Company,  Ltd.,  a  Chinese
corporation;
(xvii)  Purina  Philippines,  Inc.,  a  Philippines  corporation;
(xviii)  Purina  Hungaria Animal Feed and Trading Company Limited, a Hungarian
corporation;
(xix)  Purina  Portugal  Alimentacao  e  Sanidade  Animal  Lda.,  a Portuguese
corporation.

In partial consideration for the contribution by Ralston to Agribrands or Agri
International  Holding  Company,  Inc.  of  the  stock  of each majority-owned
foreign  subsidiary  as set forth in Sections 2.01 (j) and (m), Agribrands or,
as applicable, Agri International Holding Company, Inc. shall issue to Ralston
a  separate  Agribrands Note with respect to such subsidiary.  Each Agribrands
Note  shall be in the principal amount of US$100, bear interest at the rate of
6% per annum and be payable in a lump sum on September 30, 1998. Ralston shall
thereafter transfer the Agribrands Notes to one or more members of the Ralston
Group as payment against outstanding indebtedness which is owed to such member
or  members  by  Ralston  and  is  reflected  in interest-bearing intercompany
accounts.

     2.02      Issuance of Stock.  Prior to the Distribution Date, the parties
               -----------------
hereto  shall  take  all  steps  necessary  so  that  immediately prior to the
Distribution  Date,  the  number of shares of Agribrands Stock outstanding and
held  by  Ralston  shall  equal  the  number of shares necessary to effect the
Distribution.    The  Distribution shall be effected by distributing, on a pro
rata basis to every holder of Ralston Stock, one share of Agribrands Stock for
every  ten  (10)  shares  of  Ralston  Stock  held  as  of  the  Record  Date.

     2.03          Share Purchase Rights Agreement; Articles of Incorporation;
                   -----------------------------------------------------------
Bylaws.   Prior to the Distribution Date, Agribrands shall adopt an Agribrands
Rights Agreement in substantially the form filed with the SEC as an exhibit to
the  Form  10,  and  the  Board  of  Directors of Agribrands shall authorize a
distribution of one Right to every share of outstanding Agribrands Stock, such
distribution to occur prior to the Distribution.  Ralston and Agribrands shall
take  all  action necessary so that, at the Distribution Date, the Articles of
Incorporation  and  Bylaws  of  Agribrands shall be substantially in the forms
filed  with  the  SEC  as  exhibits  to  the  Form  10.

     2.04          Transfer  of  Assets;  Assumption  of  Liabilities.
                   --------------------------------------------------

     (a)    Prior to the Distribution Date, the parties hereto shall also take
all  action  necessary to convey, assign and transfer to Agribrands, effective
as  of  the Distribution Date, all of the right, title and interest of Ralston
or  its  Affiliates  in  the  Agribusiness  Assets  and  to convey, assign and
transfer  to Ralston or its Affiliates all of the right, title and interest of
any  member  of the Agribusiness Group to the Ralston Assets.  Effective as of
the  Distribution, Ralston shall contribute to Agribrands the capital stock of
the Subsidiaries of Agribrands listed in Section 2.01(m), and Agribrands shall
become  the  beneficial  owner of all of the Agribusiness Assets.  Ralston and
Agribrands  shall cooperate in estimating the appropriate amount of Cash to be
transferred  to Agribrands on or before March 31, 1998 to cause Agribrands and
its  Affiliates  to hold, as of the Distribution Date, Cash in an amount equal
to  the  Agribrands  Cash Holdings, which shall be defined as:  the sum of (i)
Cash  in  an  amount equal to the outstanding Indebtedness of Agribrands as of
the  Distribution, (ii) US$25 million, and (iii) the Agribrands Asset Purchase
Price;  less (iv) the Ralston Stock and Asset Purchase Prices, (v) US$125,000,
representing  the  first  year  administration costs for the Agribrands credit
facility  paid  by  Ralston  prior  to  the Distribution, and (vi) any amounts
(valued  in  US  dollars  at  the  time Ralston satisfies any such obligation)
Ralston  becomes  obligated,  on  or  prior  to  May 31, 1998, to pay to third
parties  in connection with its guarantee of certain third-party indebtedness,
letters  of  credit  and  other credit supports of Purina Korea, Inc.  Ralston
shall  transfer  such  estimate  of Cash to Agribrands no later than March 31,
1998.    To  the  extent  it  is  determined  that  Agribrands  has, as of the
Distribution Date, inventory valued in excess of (or less than) US$20 million,
the  Agribrands  Cash  Holdings  target shall be reduced by an amount equal to
such  excess  (or  be  increased  by  an  amount  equal  to  the  shortfall).

Effective as of the Distribution Date, Ralston and its Affiliates shall become
the  beneficial  owners of all of the Ralston Assets.  The parties acknowledge
that  formal  actions  to  effect  fully  such  transfers of Assets may not be
completed  by  the Distribution Date, but that the entire beneficial title and
interest  in  and to each Asset shall pass to Agribrands or to Ralston, as the
case  may be, as of the Distribution Date.  The parties shall take such action
as  is  necessary  in their reasonable discretion, whether before or after the
Distribution  Date,  to  complete  the  transfer of the Agribusiness Assets to
Agribrands  and  the  Ralston  Assets to Ralston, as the case may be, and each
party  shall  cooperate  fully  with  the  other  in  such  regard.

     (b)    As  of  the  Distribution  Date,  Agribrands  and  Ralston and, as
appropriate,  other members of their respective Groups, shall assume or retain
all  of  the  Liabilities, with respect to Agribrands, of the Agribusiness and
Former  Agribusinesses  and,  with respect to Ralston, of the Ralston Business
and  Former  Ralston  Businesses,  of  whatsoever  type  or  nature,  arising
exclusively  out of or associated exclusively with the ownership of the Assets
of such Businesses or Former Businesses or the operation of such Businesses or
Former  Businesses  prior to the Distribution, whether such Liabilities become
known  prior to or after, or are asserted prior to or after, the Distribution.
Agribrands  and  its  Affiliates and Ralston and its Affiliates shall assume a
share  of  any  Shared  Liability  in  proportion,  as  applicable,  to  their
respective  ownership of the applicable assets, control of affected operations
or  employment  of  affected  individuals.    Notwithstanding  the  foregoing,
effective  as  of  the  Distribution Date, Agribrands or another member of the
Agribusiness  Group  shall  assume  Liabilities  specifically described in any
other  provision of this Agreement or any Ancillary Agreement, and Liabilities
described  on  Schedule  2.04(b)(1) to this Agreement.  Ralston and members of
the Ralston Group shall, except as qualified hereinabove, retain or assume (i)
the  Liabilities  specifically  described  in  this Agreement or any Ancillary
Agreement,  and  (ii)  the  Liabilities  specifically  described  on  Schedule
2.04(b)(2)  to  this  Agreement.

     (c)   The parties agree and acknowledge that the assumption by Agribrands
or  other members of the Agribusiness Group or Ralston or other members of the
Ralston Group, as the case may be, of all such Liabilities described herein is
part of a single plan to transfer the Agribusiness and the Agribusiness Assets
to  Agribrands  as  of  the  Distribution Date.  With regard to that plan, the
parties further agree that (i) the entire beneficial title and interest in and
to  each  and  all  of the Agribusiness Assets shall, regardless of when legal
title  to  any  such  asset  is  in  fact  transferred  to  Agribrands  or its
Subsidiaries,  remain in Ralston until the Distribution Date at which time all
beneficial  title  and interest in all of the Agribusiness Assets will pass to
Agribrands,  and  all title and interest in and to each and all of the Ralston
Assets  which  is  owned  by  a  member of the Agribusiness Group prior to the
Distribution  Date  shall, regardless of when legal title to any such asset is
in  fact  transferred  to  Ralston  or its Subsidiaries after the Distribution
Date,  be  beneficially  owned  by  Ralston;  (ii)  the economic burden of the
assumption  by  the members of the Agribusiness Group or the Ralston Group, as
the  case  may  be,  of each and all of the Liabilities described herein shall
pass to the Agribusiness Group or the Ralston Group, as the case may be, as of
the  Distribution  Date,  regardless of when Agribrands or any other member of
the Agribusiness Group or Ralston or any other member of the Ralston Group, as
the  case  may be, in fact assumes or becomes legally obligated to the obligee
of  any  one  or  more  of  such  Liabilities; and (iii) all operations of the
Agribusiness  shall  be  for  the account of Ralston through 12:01 a.m. on the
Distribution  Date  and  shall  be  for  the account of Agribrands thereafter.

     (d)    Ralston and Agribrands shall, and shall cause their Affiliates to,
execute  prior to, or as soon as practicable following, the Distribution Date,
such additional agreements and arrangements as may be necessary or appropriate
(i)  to  effect the restructuring transactions set forth in Section 2.01; (ii)
to  transfer  to  the  appropriate member of the Agribusiness Group or Ralston
Group  such  local  product registrations, franchises, licenses, and any other
governmental  authorizations  or  other  rights  owned  or  held  by  Ralston,
Agribrands  or  their  respective  Groups that are necessary to the conduct of
their  Businesses  in  such  jurisdiction;  (iii)  to  make  all  such further
assignments  and do all such other acts as are necessary or desirable to carry
out the intent of the parties that each of the Businesses, as a going concern,
be  fully  vested  in  the  appropriate  party as of the Distribution Date and
operated for its benefit and burden as of 12:01 a.m.; and (iv) to provide for,
and  negotiate  in good faith, such other agreements and arrangements relating
to the foregoing as the parties deem appropriate, including but not limited to
any  such  agreements  or arrangements relating to the treatment of employees,
benefit  plans  and  taxes.

     (e)          If  any  Agribusiness  Asset  or Ralston Asset is not owned,
respectively, by a member of the Agribusiness Group or Ralston Group or leased
from  a  third  party  or  governmental  entity by a member of the appropriate
Group,  as  of  the  Distribution Date, Ralston and Agribrands shall use their
reasonable  best efforts to transfer, assign and deliver such assets or leases
to  the  appropriate  member  of  the  other  Group  as  soon  as  practicable
thereafter.    Prior to such transfer or assignment, Ralston or Agribrands, as
the case may be, shall use its reasonable best efforts to give the benefits of
ownership  of  such  Assets to the appropriate member of the other Group.  The
entire  economic  beneficial  interest  in  and  to, and the risk of loss with
respect to, such Assets shall, regardless of when legal title thereto shall be
transferred  to  the  appropriate member of the Agribusiness or Ralston Group,
pass  to those entities as of the Distribution.  Ralston and Agribrands shall,
or  shall cause their Affiliates to, hold such Assets for the benefit and risk
of  the  other and shall cooperate with the other in any lawful and reasonable
arrangements  designed  to  provide the benefits of ownership of the Assets to
it,  including  but  not  limited  to  properly  recording  evidence  of  such
beneficial  ownership  and risk of loss with appropriate governmental entities
as  required  by applicable law.  In the event that the legal interest in such
Assets  or  any  claim,  right  or  benefit  arising  thereunder  or resulting
therefrom,  is  not  capable  of being sold, assigned, transferred or conveyed
hereunder  as  a  result  of  the failure to receive any consents or approvals
required  for  such transfer, then the legal interest in such Assets shall not
be  sold, assigned, transferred or conveyed unless and until approval, consent
or  waiver  thereof is obtained.  Ralston and Agribrands shall, or shall cause
their  Affiliates,  at  their  expense,  to  use  reasonable  best  efforts to
cooperate  in  obtaining  such  consents  or  approvals as may be necessary to
complete  such  transfers and to obtain satisfaction of conditions to transfer
as  soon  as  practicable.  Nothing in this Agreement shall be construed as an
attempt  to  assign to a member of the Agribusiness Group or the Ralston Group
any legal interest in such Assets which, as a matter of law or by the terms of
any  legally  binding  contract,  engagement  or commitment to which the legal
owner  is  subject, is not assignable without the consent of any other Person,
unless  such  consent  shall  have  been  given.

     (f)       After the Distribution Date, Ralston and Agribrands shall cause
such  Assets  (including  the  capital  stock  of  any  Affiliates)  which are
beneficially  owned  by  the other party to be managed at the direction of the
beneficial  owner  pursuant  to  one  or  more Operating Agreements until such
Assets  are  actually  legally transferred and conveyed.  Without limiting the
foregoing,  all  revenues,  earnings and cash flows associated with the Assets
following  the  Distribution  Date  shall be for the account of the beneficial
owner  but shall be retained by the respective legal owner until the transfers
are  legally  effected.   Following the Distribution Date, neither Ralston nor
Agribrands  shall  be  required to lend, advance, contribute or use any of its
own  funds  in  connection  with  the  operations of such Assets except to the
extent  contemplated  by  the  Operating  Agreements.

     (g)         Ralston and Agribrands shall cooperate after the Distribution
Date  in  determining  the  actual Indebtedness of Agribrands and Cash held by
Agribrands and its Affiliates as of the Distribution in order to calculate the
Agribrands  Cash  Holdings  and  to  determine  any  further transfers of Cash
required  between  the  parties.   For purposes of this determination, foreign
currency  shall  be  valued  in US dollars based on foreign exchange rates for
March  31,  1998  as published in the Wall Street Journal.  Ralston shall have
the  opportunity  to  review,  to  its  satisfaction, the books and records of
Agribrands  and  its  Affiliates,  bank  records, loan documentation and other
relevant  materials  in  order  to  enable Ralston to verify any amounts to be
transferred,  and  Agribrands  shall  cooperate  in  Ralston's  review.    A
preliminary determination of the actual Cash and Indebtedness of Agribrands as
of the Distribution shall be made no later than 60 days after the Distribution
Date  in  order  to  make  a  preliminary  adjustment  of Cash from Ralston to
Agribrands  or  vice  versa,  as  the  findings  warrant.    Payment  of  such
preliminary  adjustment  shall  be  made  within two (2) Business Days of such
determination.    To  the  extent  that  it is determined for such preliminary
adjustment  that, at the Distribution Date, Agribrands and its Affiliates held
Cash  in excess of the Agribrands Cash Holdings amount, Agribrands shall remit
such  excess  to  Ralston  in US dollars; or, if Agribrands and its Affiliates
held  Cash  less  than  the Agribrands Cash Holdings amount, Ralston shall pay
such  difference to Agribrands in US dollars.  Such amounts shall be increased
by an amount equal to interest accrued on such unpaid excess (or shortfall, as
applicable) at LIBOR plus 25 basis points for the period from the Distribution
Date  until the date such preliminary adjustment is paid to the party to which
it  is  owed; provided that, amounts that may be owed by Ralston to Agribrands
shall  not  be  increased by such interest factor to the extent they relate to
Indebtedness  of  Agribrands  arising  out of third-party borrowings by Purina
Korea,  Inc.  that  have been guaranteed by Ralston for a period up to 60 days
after  the  Distribution  Date.

No  later  than  July  31,  1998, upon final review and audit of the books and
records  of  Agribrands and its Affiliates, Ralston and Agribrands shall make,
if  necessary,  a  second and final adjustment to the Cash held by Agribrands.
The final adjustment payment shall be increased by an amount equal to interest
accrued  on  such  adjustment at the transferring party's average cost of debt
plus  200  basis points for the period from the date of the initial adjustment
payment  until  the  date  such  final  payment  is  made.

     (h)         Ralston shall pay to Agribrands in US dollars, at the time of
payment  of each of the Ralston Stock and Asset Purchase Prices to Agribrands,
an  additional  lump sum equal to interest on such purchase price, denominated
in  US  dollars  at  the time of payment to Agribrands, accrued at the rate of
6-1/2%  per  annum,  for  the period beginning on the Distribution Date to the
date  such  purchase  price  is  paid  to  Agribrands.

     2.05     Conduct of Business Pending the Distribution Date.  Prior to the
              -------------------------------------------------
Distribution  Date, the Agribusiness shall be operated for the sole benefit of
Ralston.

     2.06          Registration  and Listing.  Prior to the Distribution Date:
                   -------------------------

     (a)  Ralston and Agribrands shall prepare, and Agribrands shall file with
the  SEC, a Registration Statement on Form 10 pursuant to Section 12(b) of the
Exchange  Act  with  respect  to  the  Agribrands Stock and associated Rights.
Ralston  and  Agribrands  shall use reasonable efforts to cause the Form 10 to
become  effective  under  the Exchange Act, and, following such effectiveness,
Ralston  shall  mail  the  Information  Statement  to the holders of record of
Ralston  Stock  as  of  the  close  of  business  on  the  Record  Date.

     (b) The parties hereto shall take all such actions as may be necessary or
appropriate  under  state  securities and Blue Sky laws in connection with the
Distribution.

     (c)  Ralston  and Agribrands shall prepare, and Agribrands shall file and
seek to make effective, an application for the listing of the Agribrands Stock
and  associated  Rights  on  the  NYSE.

                                  ARTICLE III

                               THE DISTRIBUTION

     3.01      Record Date and Distribution Date.  Subject to the satisfaction
               ---------------------------------
of  the  conditions  set  forth  in  Section  12.01,  the  Ralston Board shall
establish  the  Record  Date  and  the  Distribution  Date and any appropriate
procedures  in  connection with the Distribution.  The determination of record
holders  of  Ralston Stock on the Record Date shall be as of 12:01 a.m. on the
Distribution  Date,  and  the Distribution shall also be effective as of 12:01
a.m.  on  the  Distribution  Date.

     3.02       Distribution.  Ralston shall distribute all of the outstanding
                ------------
shares of Agribrands Stock to holders of record of Ralston Stock on the Record
Date on the basis of one share of Agribrands Stock for each ten (10) shares of
Ralston  Stock outstanding as of 12:01 a.m. on the Record Date, subject to the
treatment  of  fractional  shares  set  forth  in Section 3.03.  All shares of
Agribrands  Stock issued in the Distribution shall be duly authorized, validly
issued,  fully  paid  and  nonassessable.

     3.03       Payment in Lieu of Fractional Shares.  No fractional shares of
                ------------------------------------
Agribrands  Stock  shall  be  issued  in the Distribution.  In lieu thereof, a
distribution agent will aggregate fractional shares into whole shares and sell
them  in  the  open  market at then prevailing prices on behalf of holders who
otherwise  would  be  entitled to receive fractional share interests, and such
distribution  agent  shall  remit  to  each  holder of Ralston Stock who would
otherwise  be  entitled to receive such fractional shares a cash payment equal
to such holder's pro rata share of the total gross sale proceeds (after making
appropriate  deductions  of  the  amount  required for Federal tax withholding
purposes).   Ralston shall bear the cost of commissions incurred in connection
with  such  sales.





                                  ARTICLE IV

                                INDEMNIFICATION

     4.01          Indemnification.
                   ---------------

     (a)    From  and after the Distribution Date, Ralston agrees to indemnify
and hold harmless Agribrands against and in respect of any and all Liabilities
assumed  or  retained by Ralston pursuant to Section 2.04(b) of this Agreement
or  related  to,  arising  from,  or  associated  with:

          (i)          any  breach  or  violation of any covenant made in this
Agreement  or  any  Ancillary Agreement by Ralston or any of its Subsidiaries;

          (ii)          any  Third-Party  Claim relating to the actions of the
Ralston  Board  in  authorizing  the  Distribution;

          (iii)      the ownership, use or possession of the Ralston Assets or
the  operation  of  the Ralston Business or Former Ralston Businesses, whether
relating  to or arising out of occurrences prior to or after the Distribution,
except  to  the extent liability therefor is assumed or retained by Agribrands
or  another  member  of  the Agribusiness Group pursuant to Section 2.04(b) of
this  Agreement;  and  all operations conducted by Ralston, its successors and
their  Affiliates  following  the  Distribution.

          (iv)          with  respect  to  employee benefit plans sponsored by
Ralston, Ralston's failure to comply with the provisions of ERISA or the Code;

          (v)          any  violations  of  the  Code,  or of federal or state
securities  laws,  in  connection  with  the  Distribution,  the  Information
Statement  and  Form  10  or  any filings made with governmental agencies with
respect  thereto, except to the extent that such violations, or allegations of
violations,  result  from  or  are  related  to  the  disclosure  to Ralston's
corporate  staff  of  information,  or  failure  to  disclose  information, by
officers,  directors, employees, agents, consultants or representatives of the
Agribusiness.

     Any  indemnification provided for under this Section shall, to the extent
legally  permissible,  also  be  deemed  to  extend  to  other  members of the
Agribusiness  Group,  Affiliates,  Agribusiness  Employees,  directors,  Plan
fiduciaries,  shareholders,  agents, consultants, representatives, successors,
transferees  and  assigns  of Agribrands or members of the Agribusiness Group.

     (b)  From and after the Distribution Date, Agribrands agrees to indemnify
and hold harmless Ralston against and in respect of all Liabilities assumed or
retained by Agribrands or another member of the Agribusiness Group pursuant to
Section  2.04(b)  of this Agreement or related to, arising from, or associated
with:

          (i)          any  breach  or  violation of any covenant made in this
Agreement  or any Ancillary Agreement by Agribrands or any of its Subsidiaries
or  Affiliates;

          (ii)     the ownership, use or possession of the Agribusiness Assets
or  the  operation  of  the  Agribusiness  or  Former  Agribusinesses, whether
relating  to or arising out of occurrences prior to or after the Distribution,
except  to  the extent liability therefor is assumed or retained by Ralston or
another  member  of  the  Ralston  Group  pursuant  to Section 2.04(b) of this
Agreement;  and  all  operations  conducted  by Agribrands, its successors and
their  Affiliates  following  the  Distribution.

          (iii)          with  respect  to employee benefit plans sponsored by
Agribrands,  Agribrands'  failure  to  comply with the provisions of the plan,
ERISA  or  the  Code;

          (iv)        any violation or allegations of violations of federal or
state  securities  laws  in  connection with the Distribution, the Information
Statement  and  Form  10  or  any filings made with governmental agencies with
respect  thereto,  to  the  extent  that  such  violations,  or allegations of
violations,  result  from  or  are  related  to,  the  disclosure to Ralston's
corporate  staff  of  information,  or  failure  to  disclose  information, by
officers,  directors, employees, agents, consultants or representatives of the
Agribusiness;  and

          (v)         any continuing guarantee by Ralston of any obligation of
Agribrands  or  its  Affiliates.

     Any  indemnification provided for under this Section shall, to the extent
legally  permissible, also be deemed to extend to other members of the Ralston
Group,  Affiliates,  Ralston  Employees,  directors,  Plan  fiduciaries,
shareholders,  agents,  consultants,  representatives, successors, transferees
and  assigns  of  Ralston  or  members  of  the  Ralston  Group.

     Notwithstanding the foregoing, neither party shall have any obligation to
indemnify  the  other  for  a  single  Liability  of  less  than  US$10,000.

     4.02         Actions and Claims Other Than Third-Party Claims; Notice and
                  ------------------------------------------------------------
Payment.    Upon  obtaining knowledge of any Action, Liability or claim, other
than  Third-Party  Claims,  which  any Person entitled to indemnification (the
"Indemnitee") believes may give rise to any Indemnifiable Loss, the Indemnitee
shall  promptly  notify  the  party  liable  for  such  indemnification  (the
"Indemnitor")  in  writing  of such Action or claim (such written notice being
hereinafter  referred  to  as  a  "Notice  of Claim"); provided, however, that
failure  of  an  Indemnitee timely to give a Notice of Claim to the Indemnitor
shall  not  release the Indemnitor from its indemnity obligations set forth in
this Article IV except to the extent that such failure increases the amount of
indemnification  which  the Indemnitor is obligated to pay hereunder, in which
event  the amount of indemnification which the Indemnitee shall be entitled to
receive  shall  be  reduced  to an amount which the Indemnitee would have been
entitled  to  receive had such Notice of Claim been timely given.  A Notice of
Claim  shall  specify  in reasonable detail the nature and estimated amount of
any such Action, Liability or claim giving rise to a right of indemnification.
The  Indemnitor shall have ninety (90) Business Days after receipt of a Notice
of  Claim to notify the Indemnitee whether or not it disputes its liability to
the  Indemnitee  with respect to such Action, Liability or claim or the amount
thereof,  and  setting  forth the basis for such objection.  If the Indemnitor
fails  to  respond  to  the  Indemnitee  within  such ninety (90) Business Day
period, the Indemnitor shall be deemed to have acknowledged its responsibility
for such Indemnifiable Loss.  If such Indemnifiable Loss is not contested, the
Indemnitor  shall  pay  and  discharge  any such Indemnifiable Loss within one
hundred  twenty  (120)  Business  Days after its receipt of a Notice of Claim.

     4.03          Insurance and Third-Party Obligations.  Any indemnification
                   -------------------------------------
otherwise  payable  pursuant to Section 4.01 shall be reduced by the amount of
any  insurance  or  other  amounts (net of deductibles and allocated paid loss
retro-premiums)  that would be payable by any third party to the Indemnitee or
on  the Indemnitee's behalf in the absence of this Agreement.  It is expressly
agreed  that  no  insurer  or any other third party shall be (i) entitled to a
benefit  it  would  not be entitled to receive in the absence of the foregoing
indemnification  provisions,  (ii)  relieved  of the responsibility to pay any
claims  for which it is obligated, or (iii) entitled to any subrogation rights
with  respect  to  any  obligation  hereunder.

     4.04          Third-Party  Claims; Notice, Defense and Payment.  Promptly
                   ------------------------------------------------
following  the  earlier  of  (i)  receipt  of  notice of the commencement of a
Third-Party  Claim  or (ii) receipt of information from a third party alleging
the  existence  of a Third-Party Claim, any Indemnitee who believes that it is
or  may  be  entitled  to indemnification by any Indemnitor under Section 4.01
with  respect to such Third-Party Claim shall deliver a Notice of Claim to the
Indemnitor.   Failure of an Indemnitee timely to give a Notice of Claim to the
Indemnitor shall not release the Indemnitor from its indemnity obligations set
forth  in  this  Section 4.04 except to the extent that such failure adversely
affects  the  ability  of the Indemnitor to defend such Action, Liabilities or
claim  or  increases  the  amount  of  indemnification which the Indemnitor is
obligated to pay hereunder, in which event the amount of indemnification which
the  Indemnitee  shall  be  entitled  to receive shall be reduced to an amount
which  the  Indemnitee  would have been entitled to receive had such Notice of
Claim  been  timely  given.    Indemnitee  shall  not settle or compromise any
Third-Party Claim in an amount in excess of US$10,000 prior to giving a Notice
of  Claim  to Indemnitor at least twenty (20) Business Days in advance of such
settlement.    In  addition,  if  an  Indemnitee  settles  or  compromises any
Third-Party  Claims prior to giving such Notice of Claim to an Indemnitor, the
Indemnitor shall be released from its indemnity obligations to the extent that
the  Indemnitor  can  sustain  the  burden  of proving that such settlement or
compromise  was  not  made  in good faith and was not commercially reasonable.
Within  ninety  (90)  days after receipt of such Notice of Claim (or sooner if
the  nature  of such Third-Party Claim so requires), the Indemnitor may (A) by
giving  written  notice  thereof to the Indemnitee, acknowledge liability for,
and  at  its  option elect to assume, the defense of such Third-Party Claim at
its  sole  cost  and expense or (B) object to the claim of indemnification set
forth in the Notice of Claim delivered by the Indemnitee; provided that if the
Indemnitor does not within the same ninety (90) day period give the Indemnitee
written  notice  either  objecting to such claim and setting forth the grounds
therefor  or electing to assume the defense, the Indemnitor shall be deemed to
have  acknowledged  its  responsibility to accept the defense and its ultimate
liability,  if  any, for such Third-Party Claim.  Any contest of a Third-Party
Claim  as  to  which the Indemnitor has elected to assume the defense shall be
conducted  by attorneys employed by the Indemnitor and reasonably satisfactory
to  the  Indemnitee;  provided  that  the  Indemnitee  shall have the right to
participate  in such proceedings and to be represented by attorneys of its own
choosing at the Indemnitee's sole cost and expense.  If the Indemnitor assumes
the  defense  of  a Third-Party Claim, the Indemnitor may settle or compromise
the  Third-Party  Claim  without  the  prior  written  consent  of Indemnitee;
provided  that the Indemnitor may not agree to any such settlement pursuant to
which  any  such  remedy  or relief, other than monetary damages for which the
Indemnitor  shall be responsible hereunder, shall be applied to or against the
Indemnitee, without the prior written consent of the Indemnitee, which consent
shall  not  be  unreasonably  withheld.  If the Indemnitor does not assume the
defense  of  a  Third-Party  Claim for which it has acknowledged liability for
indemnification  under Section 4.01, the Indemnitee may require the Indemnitor
to  reimburse  it  on  a  current  basis  for  its  reasonable  expenses  of
investigation,  reasonable  attorney's  fees  and  reasonable  out-of-pocket
expenses  incurred  in  defending  against  such  Third-Party  Claim  and  the
Indemnitor  shall  be bound by the result obtained with respect thereto by the
Indemnitee,  provided  that  the  Indemnitor  shall  not  be  liable  for  any
settlement  effected  without  its  consent,  which  consent  shall  not  be
unreasonably withheld.  The Indemnitor shall pay to the Indemnitee in cash the
amount  for which the Indemnitee is entitled to be indemnified (if any) within
thirty (30) days after the final resolution of such Third-Party Claim (whether
by  settlement,  a  final  nonappealable  judgment  of  a  court  of competent
jurisdiction  or  otherwise)  or,  in  the case of any Third-Party Claim as to
which  the  Indemnitor has not acknowledged liability, within thirty (30) days
after  such Indemnitor's objection has been resolved by settlement, compromise
or  arbitration  pursuant  to  the provisions of Article XI of this Agreement.

     4.05          Remedies Cumulative; Survival of Indemnities.  The remedies
                   --------------------------------------------
provided  in  this  Article  IV  shall  be  cumulative  and shall not preclude
assertion  by any Indemnitee of any other rights or the seeking of any and all
other remedies against any Indemnitor.  The obligations of each of the Ralston
Group  and the Agribusiness Group under this Article IV shall survive the sale
or other transfer by it of any assets or businesses or the assignment by it of
any  Liabilities, with respect to any claim of the other for any Indemnifiable
Losses  related  to  such  assets,  businesses  or  Liabilities.

                                   ARTICLE V

                         CERTAIN ADDITIONAL COVENANTS

     5.01         Non-Competition.  (a)  In light of the extensive affiliation
                  ---------------
among  Ralston,  Agribrands  and  their respective Affiliates, and in order to
secure  the  benefit  of  the  good  will previously associated with Ralston's
business,  which  is being transferred to Agribrands, and to maintain the good
will associated with those businesses being retained by Ralston, and to secure
the  good will previously associated with that portion of Agribrands' business
which  is  being  assumed  by  Ralston,  all  as provided in the terms of this
Agreement;  and  in light of the continuing relationship among the parties, as
provided  in the Ancillary Agreements; the parties mutually agree that, except
as otherwise provided in this Section 5.01, for the period ending on the fifth
anniversary of the Distribution Date (except with respect to obligations under
the Agreement and Plan of Merger and Exchange dated as of December 2, 1997, by
and  among  E. I. du Pont de Nemours and Company, Ralston and certain of their
affiliates  (the "DuPont Agreement"), which obligations shall continue for the
period  specified  in  the  DuPont  Agreement):

          (i)    Neither  Ralston, nor any of its Affiliates, nor any of their
successors  or  successive  successors,  shall,  directly  or indirectly, own,
operate,  manage,  participate  as  a  partner or co-venturer in, or otherwise
engage  in  the business of the manufacture, distribution or sale of feeds for
horses,  commercial  livestock,  commercial  poultry,  laboratory animals, zoo
animals,  wild  birds  and  game,  rabbits,  animals  raised for fur, or fish,
reptiles  and shellfish raised in commercial aquaculture facilities; or in the
business  of  providing  services  or  facilities  to the foregoing classes of
animals  and  fish  (collectively,  the  foregoing  are  hereafter  termed the
"Protected  Agribrands  Business").

          (ii)    Neither  Agribrands,  nor  any of its Affiliates, nor any of
their  successors or successive successors shall, directly or indirectly, own,
operate,  manage,  participate  as  a  partner or co-venturer in, or otherwise
engage  in  the  manufacture, distribution or sale of foods or feeds for pets,
pet  products, pet supplies, pet accessories, litter or personal care products
for  cats,  dogs  or  other  pets;  provided  that:

               A.  Agribrands and its Affiliates in Canada may manufacture and
sell, solely under trademarks authorized by the Trademark Agreement and solely
in  Canada,  those pet food products which they were manufacturing and selling
at  the date of this Agreement (the commercial and nutritional characteristics
of  which  and  their  present  composition  being  set  forth  on  Schedule
5.01(a)(ii)(A)  to  this  Agreement)  and without the prior written consent of
Ralston, the commercial and nutritional characteristics of such products shall
not  be  changed,  and  the  composition of such products shall not be changed
materially.

               B.    Agribrands and its Affiliates may distribute any pet food
purchased  from  Ralston,  it  being expressly agreed that Ralston may, in its
sole  discretion,  refuse  to  supply or limit the supply of such pet foods to
Agribrands  or  any of its Affiliates at any time and in any country; provided
that,  should  Ralston  refuse  to  supply  any  of  the following products to
Agribrands  and  its  Affiliates  in  any  country,  then  Agribrands  and its
Affiliates  may  manufacture  (and  distribute  only  a  product  of  its  own
manufacture)  in  any  such  country--

          1)    not more than one (1) brand (which brand shall be owned solely
by Agribrands or its Affiliates) of dry dog food, which shall be formulated to
provide  sufficient  nutritional  properties  as  are  then deemed adequate to
maintain  an  adult dog under standards promulgated by AAFCO, which in no case
shall  contain  more  than  18%  protein  and 8% fat (both as reflected in the
guaranteed  analysis  or  average analysis), which shall be formulated so that
the  top  three  (3)  ingredients  of the ration are not animal-, poultry-, or
fish-based  protein ingredients, and which shall possess a CME of no more than
3500  kilocalories  per  kilogram  ("KCal/Kg");

          2)    not more than one (1) brand (which brand shall be owned solely
by  Agribrands or its Affiliates) of dry puppy food, which shall be formulated
to  provide  sufficient nutritional properties as are then deemed adequate for
the  growth of puppies under standards promulgated by AAFCO, which shall in no
case  contain  more  than  22%  protein  and  9% fat (as reflected on the same
basis), which shall be formulated so that the top three (3) ingredients of the
ration are not animal-, poultry-, or fish-based protein ingredients, and which
shall  possess  a  CME  of  no  more  than  3700  KCal/Kg;  and

          3) not more than one (1) brand (which brand shall be owned solely by
Agribrands  or  its  Affiliates) of dry cat food, which shall be formulated to
provide  sufficient  nutritional  properties  as  are  then deemed adequate to
maintain  an adult cat under standards promulgated by AAFCO, which shall in no
case  contain  more  than  28%  protein  and 10% fat (as reflected on the same
basis),  which  shall  be  formulated so that the top three ingredients of the
ration  are not animal-, poultry- or fish-based protein ingredients, and which
shall  possess  a  CME  of  no  more  than  3600  KCal/Kg.

               C.    With  respect  to  all  products described in sub-Section
5.01(ii)(B),  Ralston  shall  be  deemed  to have "refused" to supply any such
products  only  if  Ralston  and  Agribrands have failed, following good faith
negotiations which shall be conducted within sixty (60) days following written
notice  from  Agribrands to Ralston, to agree on mutually acceptable terms for
the  supply  of  any such products to Agribrands or its Affiliates by Ralston.

               D.    Neither Agribrands, nor any of its Affiliates, nor any of
their  successors  nor  successive  successors,  shall  directly or indirectly
solicit, offer for sale, sell, distribute, encourage the sale, or be otherwise
involved  in  any  distribution  of any dog or cat food products to any Person
outside  the  "Agricultural  Channel," which Channel shall consist exclusively
of:

          1)    Persons outside the United States principally (i.e., more than
one-half  of the monthly gross sales of which are generated by) engaged in the
resale  of  formulated  livestock  and poultry feeds (exclusive of dog and cat
foods);

          2)    Persons  outside  the United States principally engaged in the
resale of farm supplies, farm equipment, and/or animal feeds other than dog or
cat  foods,  provided  that  no  less  than seventy-five per cent (75%) of the
monthly  gross  animal  feed  sales  of  any such Person consists of feeds for
animals  other  than  dogs  and/or  cats;  and

          3)    Persons outside the United States who are, at the date of this
Agreement,  customers  of  Agribrands or any of its Affiliates (except that if
such  customers  purchase, prior to the Distribution Date, only products other
than  dog  or  cat  food  from  Agribrands  or  its Affiliates, then after the
Distribution  Date,  such  customers  shall  not  be  considered  customers of
Agribrands  or  its Affiliates under this subsection 3), provided that, should
any  such  Persons  change  either the location or the nature of their present
business  activities,  or experience a direct or indirect change of control by
any  means,  then  in either case such Person shall be deemed removed from the
Agricultural  Channel promptly upon written notice from Ralston to Agribrands.

               E.    Agribrands,  its  Affiliates,  and  their  successors and
successive  successors:

          1)    shall  not solicit sales of any dog or cat food products in or
into  the United States, or to any purchaser outside the Agricultural Channel;

          2)  shall not develop, encourage, assist or participate in any sales
of  such  products  in  or into the United States, or outside the Agricultural
Channel;  and

          3)  shall  use  their  best  efforts,  including  but not limited to
ceasing  to  sell  dog and cat foods to any Person, to deter any sales of such
products in or into the United States, or outside the Agricultural Channel, by
any  such  Person.

          (iii)    Neither  Agribrands,  nor any of its Affiliates, nor any or
their successors or successive successors, shall, directly or indirectly, own,
operate,  manage,  participate  as  a  partner or co-venturer in, or otherwise
engage  in:

               A.    the  business of the manufacture, sale or distribution of
primary  or  rechargeable  batteries,  lighting  products  or  devices;  or

               B.    any  activities which are proscribed as to Ralston or its
Affiliates  under the terms of Section 6.10 of the DuPont Agreement, the terms
of  which  are  hereby  acknowledged  as  binding  upon  Agribrands  and  its
Affiliates,  and  their  successors  and  successive  successors.

The  businesses  defined in sub-paragraphs (ii) and (iii) of this Section 5.01
of  this Reorganization Agreement, are hereafter termed the "Protected Ralston
Business."

     (b)          The  proscriptions contained in sub-sections (i) and (ii) of
Section  5.01(a)  of this Reorganization Agreement shall not be interpreted to
prevent:

          (i)    either  Agribrands or Ralston, or any of their Affiliates, or
any  of  their  successors  or  successive  successors, respectively, from the
acquisition  and  ownership of no more than fifteen per cent (15%) of either a
voting  or equity interest in a Person engaged in either the Protected Ralston
Business  or  the  Protected  Agribrands  Business;  or

          (ii)    either Agribrands or Ralston, or any of their Affiliates, or
any  of  their  successors  or  successive  successors, respectively, from the
acquisition  or  ownership  of  any  interest  in a Person engaged in either a
Protected  Ralston  Business  or Protected Agribrands Business if no more than
ten  per  cent  (10%)  of  such Person's gross sales (as reflected in its most
recent  regularly  prepared  financial statements) are derived from either the
Protected  Ralston  Business or the Protected Agribrands Business, as the case
may  be.

     (c)   If any Person who is not at the date of this Agreement an Affiliate
of  Ralston  or  Agribrands,  respectively,  should  acquire  (by  any  means,
including  but not limited to operation of law) a voting or equity interest of
twenty  per cent (20%) or more in either Ralston or Agribrands, then the other
shall be relieved of its responsibilities under this Section 5.01, except that
Agribrands,  its  Affiliates,  and  their successors and successive successors
shall  continue  to  observe  and be bound by the terms of Section 6.10 of the
DuPont  Agreement.

     (d)    Without limiting the remedies otherwise available to either party,
the  parties  expressly  agree  that  (i)  damages  at  law for breach of this
Agreement  would  be  an  inadequate  remedy,  and  that either party would be
subjected  to  irreparable  harm  upon breach by the other, and is entitled to
injunctive  or  other equitable relief upon breach or threatened breach by the
other;  and  (ii)  since  equitable  relief  may  not  be  available  in  the
jurisdiction in which such breach or threatened breach has occurred, the party
against  whom  such breach or threatened breach has occurred may cancel all or
any  of the Ancillary Agreements upon such breach or threat thereof; provided,
however,  that  neither  party shall be entitled to invoke any of the remedies
provided  in  this  Section 5.01(d) unless it has given written notice of such
alleged  breach  or threat thereof to the other party, and the other party has
failed to cure such breach or threat thereof to the reasonable satisfaction of
the  notifying  party  within  sixty  (60) days of its receipt of such notice.

     (e)  If any of the provisions of this Section 5.01 are held by a court or
governmental  authority  of  competent  jurisdiction  to  be  unenforceable as
written, then any such provision shall be deemed automatically amended so that
it  is enforceable to the maximum extent permissible under the laws and public
policy  of  the  applicable jurisdiction or authority.  The provisions of this
Section  5.01  are  severable  and  this Section 5.01 shall be interpreted and
enforced  as  if  all  completely invalid or unenforceable provisions were not
contained  in this Section 5.01, and partially valid or enforceable provisions
shall  be  enforceable  to  the  extent  they  are  valid  or  enforceable.

     5.02      Further Assurances.  Each party hereto shall cooperate with the
               ------------------
other parties, and execute and deliver, or use its best efforts to cause to be
executed  and delivered, all instruments, including instruments of conveyance,
assignment  and  transfer,  and  to  make  all filings with, and to obtain all
consents,  approvals  or  authorizations  of,  any  governmental or regulatory
authority  or any other Person under any permit, license, agreement, indenture
or  other  instrument,  and  take  all  such  other  actions as such party may
reasonably  be  requested to take by any other party hereto from time to time,
consistent  with  the  terms  of  this  Agreement,  in order to effectuate the
provisions  and  purposes  of  this  Agreement and the transfers of Assets and
Liabilities  and  the  other transactions contemplated hereby or in any of the
Ancillary  Agreements.    If any such transfer of Assets or Liabilities is not
consummated  prior  to  or  on  the  Distribution  Date, then the party hereto
retaining  such  Asset  or Liability shall thereafter hold such Asset in trust
for  the  use and benefit of the party entitled thereto (at the expense of the
party entitled thereto), or shall retain such Liability for the account of the
party by whom such Liability is to be assumed pursuant hereto, as the case may
be,  and  shall  take  such other action as may be reasonably requested by the
party to whom such Asset is to be transferred, or by whom such Liability is to
be  assumed,  as  the  case  may  be, in order to place such party, insofar as
reasonably  possible,  in  the same position as if such Asset or Liability had
been  transferred  as  contemplated  hereby.    If  and when any such Asset or
Liability  becomes  transferable,  such  transfer shall be effected forthwith.
The  parties hereto agree that, as of the Distribution Date, each party hereto
shall be deemed to have acquired complete and sole beneficial ownership of all
of  the  Agribusiness  Assets, or Ralston Assets, as the case may be, together
with  all  rights, powers and privileges incident thereto, and shall be deemed
to  have  assumed  in  accordance  with the terms of this Agreement all of the
Liabilities,  and  all  duties,  obligations  and  responsibilities  incident
thereto, that such party is entitled to acquire or required to assume pursuant
to  the  terms  of  this  Agreement.

     5.03        Agribrands Board.  Prior to the Distribution Date, Agribrands
                 ----------------
shall  take  such  actions  as are necessary so that its Board of Directors is
comprised  of  those  individuals  named  as  directors  in  the  Form  10.

     5.04          Contractual  Arrangements.
                   -------------------------

     (a)         Effective as of the Distribution Date, Ralston and Agribrands
shall  enter  into a tax sharing agreement, substantially in the form attached
to  this  Agreement  as  Exhibit  A  ("Tax  Sharing  Agreement").

     (b)         Effective as of the Distribution Date, Ralston and Agribrands
shall  enter  into  a  bridging  services agreement, substantially in the form
attached  to  this  Agreement  as  Exhibit  B ("Bridging Services Agreement").

     (c)         Effective as of the Distribution Date, Ralston and Agribrands
shall  enter into a trademark agreement, substantially in the form attached to
this  Agreement  as  Exhibit  C  ("Trademark  Agreement").

     (d)         Effective as of the Distribution Date, Ralston and Agribrands
shall  enter  into  a  technology license agreement, substantially in the form
attached  to  this  Agreement  as  Exhibit D ("Technology Transfer and License
Agreement").

     (e)         Effective as of the Distribution Date, Ralston and Agribrands
shall  enter  into certain toll-milling agreements, substantially in the forms
attached  to this Agreement as Exhibit E-1 and E-2 ("Toll-Milling Agreement").

     (f)         Effective as of the Distribution Date, Ralston and Agribrands
shall  enter  into  certain agreements for the purchase and sale of the assets
and  liabilities  or  stock  of  an  agribusiness  or pet products enterprise,
substantially  in the forms attached to this Agreement as Exhibits F-1 and F-2
("Enterprise  Purchase  Agreements").

     (g)         Effective as of the Distribution Date, Ralston and Agribrands
shall  enter  into  certain  operating  agreements,  substantially in the form
attached  to  this  Agreement  as  Exhibit  G  ("Operating  Agreement").





     5.05          Cash  Management  and  Intercompany  Accounts.
                   ----------------------------------------------

     (a)       Through and including 12:01 a.m. local time on the Distribution
Date,  Ralston  and  Agribrands  shall  continue to employ cash management and
other  business practices with respect to the Agribusiness that are consistent
with  those  practices  historically  employed.

     (b)       All bank accounts used exclusively in the Agribusiness, and the
balances  therein  existing  as  of  12:01 a.m. local time on the Distribution
Date,  shall  be  transferred  on  the  Distribution Date to Agribrands or its
Subsidiaries or Affiliates.  All bank accounts used jointly by a member of the
Agribusiness  Group  and any member of the Ralston Group, and balances therein
existing  as  of  the  Distribution Date, shall remain with the Ralston Group.
Following  the  Distribution  Date, each party shall promptly pay to the other
any  amounts  collected by it through any of its accounts to the extent any of
such  amounts collected relate exclusively to the Business of the other party.

     (c)        All intercompany services provided by the Ralston Group to the
Agribusiness  Group,  and  vice  versa, shall terminate as of the Distribution
Date  unless  otherwise  provided  in  the  Bridging  Agreement  or  any other
Ancillary  Agreement.    Effective  as  of  the  close  of  business  on  the
Distribution  Date,  all  intercompany  receivables or payables and loans then
existing  between  any  member  of one Group and any member of the other Group
shall  be  settled  or forgiven as set forth on Schedule 5.05(c), except that,
unless  otherwise  provided on Schedule 5.05(c), trade receivables or payables
arising out of intercompany sales of inventories or other tangible goods shall
be  settled  in  the  normal  course  of  business.

                                  ARTICLE VI

                             ACCESS TO INFORMATION

     6.01         Provision of Corporate Records.  Subject to the terms of the
                  ------------------------------
Ancillary  Agreements,  prior  to,  or  as  promptly as practicable after, the
Distribution Date, Ralston shall deliver to Agribrands all corporate books and
records of Agribrands and its Subsidiaries.  Ralston shall also make available
for  copying  or,  to  the  extent  not  detrimental,  in Ralston's reasonable
opinion, to the interests of Ralston, originals of all books, records and data
reasonably  related  to  the  Agribusiness  Assets,  the Agribusiness, and the
Liabilities  assumed or retained by Agribrands, including, but not limited to,
all  books,  records  and data relating to the purchase of materials, supplies
and services, financial results, sale of products, records of the Agribusiness
Employees, commercial data, catalogues, brochures, training and other manuals,
sales  literature,  advertising  and  other  sales  and promotional materials,
maintenance  records  and  drawings,  all active agreements, active litigation
files  and  government  filings.   To the extent that originals of such books,
records  and data are provided to Agribrands, Agribrands shall provide Ralston
copies thereof as reasonably requested in writing by Ralston.  Notwithstanding
the  above, Ralston shall provide copies of customer information, invoices and
credit  information  only  to  the  extent  reasonably requested in writing by
Agribrands,  and  Ralston  shall provide such copies of all books, records and
data only to the extent that such action is not prohibited by the terms of any
agreements  pertaining  to such information or is not prohibited by law.  From
and  after  the  Distribution Date, all books, records and copies so delivered
shall be the property of Agribrands.  Notwithstanding the above, Ralston shall
not  be  required  to make copies, other than pursuant to Section 6.02 of this
Agreement,  of any books, records and data which are more than seven years old
or  which  relate  to  events occurring more than seven (7) years prior to the
Distribution  Date,  or  of  any  portion of any books, records or data to the
extent  such  portion  relates  exclusively to the Ralston Assets, the Ralston
Business  or  to  Liabilities  assumed  or  retained  by  Ralston.

     6.02        Access to Information.  From and after the Distribution Date,
                 ---------------------
each  of  Ralston  and Agribrands shall afford to the other and to the other's
agents,  employees, accountants, counsel and other designated representatives,
reasonable  access  and duplicating rights during normal business hours to all
records,  books,  contracts,  instruments,  computer  data  and other data and
information  ("Information")  within  such party's possession relating to such
other  party's  businesses,  assets  or liabilities, insofar as such access is
reasonably required by such other party.  Without limiting the foregoing, such
Information  may  be  requested under this Section 6.02 for audit, accounting,
claims,  litigation  and  tax  purposes, as well as for purposes of fulfilling
disclosure  and  reporting  obligations.

     6.03        Retention of Records.  Except as otherwise required by law or
                 --------------------
agreed in writing, or as otherwise provided in the Tax Sharing Agreement, each
of  Ralston  and Agribrands shall retain, for a period of at least seven years
following  the  Distribution Date, all significant Information in such party's
possession  or  under  its  control  relating  to  the  business,  assets  or
liabilities  of  the  other party and, after the expiration of such seven-year
period,  prior  to destroying or disposing of any of such Information, (i) the
party proposing to dispose of or destroy any such Information shall provide no
less  than  30  days'  prior written notice to the other party, specifying the
Information proposed to be destroyed or disposed of, and (ii) if, prior to the
scheduled  date  for such destruction or disposal, the other party requests in
writing that any of the Information proposed to be destroyed or disposed of be
delivered  to  such  other party, the party proposing to dispose of or destroy
such  Information  promptly  shall  arrange  for the delivery of the requested
Information  to a location specified by, and at the expense of, the requesting
party.

     6.04         Confidentiality.  From and after the Distribution Date, each
                  ---------------
Group  shall  hold,  in  strict  confidence, all Information obtained from the
other Group prior to the Distribution Date or furnished to it pursuant to this
Agreement  or  any  other  agreement  referred  to  herein which relates to or
concerns  the  business  conducted  by  such other Group, and such Information
shall  not  be used by it to the detriment of the other Group, or disclosed by
it  or  its agents, officers, employees or directors without the prior written
consent  of  such  other Group unless and to the extent that (i) disclosure is
compelled  by  judicial  or  administrative process or, in the opinion of such
Group's  counsel,  by  other  requirements of law, or (ii) such Group can show
that  such  Information  was  (A) available to such Group on a nonconfidential
basis  prior  to  its  disclosure by the other Group, (B) in the public domain
through no fault of such Group, (C) lawfully acquired by such Group from other
sources  after  the  time that it was furnished to such Group pursuant to this
Agreement  or  any  other  agreement  referred to herein, or (D) independently
developed  by  such Group.  Notwithstanding the foregoing, each Group shall be
deemed to have satisfied its obligations of confidentiality under this Section
6.04 with respect to any Information concerning or supplied by the other Group
if it exercises substantially the same care with regard to such Information as
it  takes  to  preserve  confidentiality  for  its  own  similar  Information.

     6.05    Reimbursement.    Each  member of any Group providing Information
             -------------
pursuant  to  Sections  6.02 or 6.03 to any member of the other Group shall be
entitled  to  receive  from  the  recipient,  upon  presentation of an invoice
therefor,  payment in U. S. dollars of all out-of-pocket costs and expenses as
may  reasonably  be  incurred  in  providing  such  Information.


                                  ARTICLE VII

                               EMPLOYEE MATTERS

     7.01          Employee  Liabilities;  Continuation  of  Employment.
                   -----------------------------------------------------

     After  the  Distribution  Date, except as otherwise specifically provided
for in this Agreement and Plan of Reorganization, the Agribusiness Group shall
be  responsible  for  all  employment  and  benefit liabilities related to the
Agribusiness  Individuals  and  the Ralston Group shall be responsible for all
employment and benefit liabilities related to the Ralston Individuals, whether
arising  before,  coincident  with  or  after  the  Distribution.  Ralston and
Agribrands  shall  cause  each  member of their respective Groups to cooperate
with  the  members of the other's Group to effect, as soon as practicable in a
cost-effective  manner,  the  transfer  of  employment,  where  applicable, of
Agribusiness  Employees  and Ralston Employees to the appropriate Affiliate of
either  Group.

     7.02          Ralston  Purina  Retirement  Plan.
                   ---------------------------------

     Effective as of the Distribution Date, all Agribusiness Employees who are
participants  in the Retirement Plan shall cease to accrue benefits under such
Plan.    Ralston  shall  retain  all  assets  and  liabilities  under the Plan
associated  with  such  Employees  and  Former  Agribusiness  Employees.

     Ralston  shall  cause  the Retirement Plan to be amended, effective as of
the  Distribution  Date,  to  provide  that  Agribusiness  Employees  who  are
participants  in  the  Plan as of such date who are between 50 and 54 years of
age,  or  who  have  a  combination  of  age  and years of service for vesting
purposes  greater than or equal to 65, will have the number of years necessary
to attain age 55 added for purposes of calculating their age (but not credited
service)  in  determining their accrued benefit under such Plan.  Commencement
of payment of retirement benefits under the Plan shall be subject to the terms
of  the  Plan,  without  taking  into account the deemed addition of years for
purposes  of  calculation  of  age.

     7.03          International  Retirement  Plans.
                   --------------------------------

     (a)        Canadian Pensions.  Effective as of the Distribution Date, the
Agribusiness  Employees  participating  in  the  defined  benefit pension plan
sponsored  by Ralston Purina Canada Inc. (the "Ralston Canadian Pension Plan")
shall  cease  to  accrue  benefits  under  such  Plan, and all liabilities for
benefits  accrued  by  such  individuals as of such Distribution Date shall be
transferred  to  a  new  pension plan (the "Agribrands Canadian Pension Plan")
established  by  Newco  Canada, an Affiliate of Agribrands, the terms of which
are substantially the same as those of the Ralston Canadian Pension Plan.  The
Agribrands Canadian Pension Plan shall give the Agribusiness Employees credit,
for purposes of eligibility, vesting and benefit accrual, for service with the
Ralston Group on or prior to the Distribution Date, to the extent such service
was  recognized under the Ralston Canadian Pension Plan.  For purposes of this
Section  7.03(a), an individual (i) who has been determined to be disabled but
who  is  not  as  of the Distribution Date receiving benefits from the Ralston
Canadian  Pension  Plan,  or  (ii)  who  is  in  the waiting period prior to a
determination of disability shall be deemed to be an Agribusiness Employee and
liabilities  for  benefits  accrued by such employees shall be included in the
transfer  of  liabilities  with  respect  to  other  Agribusiness  Employees.
Benefits  accrued  by Former Agribusiness Employees under the Ralston Canadian
Pension  Plan  shall  remain liabilities of the Ralston Canadian Pension Plan.

Ralston  shall,  as  soon  as  practicable  after the Distribution Date, cause
Ralston  Purina Canada Inc. to transfer from the Ralston Canadian Pension Plan
to  the  Agribrands  Canadian  Pension  Plan an amount (the "Transfer Amount")
equal  to  (i)  the  present  value  of  benefits  accrued by the Agribusiness
Employees as of the Distribution Date (determined on the greater of an ongoing
concern  or  solvency  basis  in  accordance  with  plan  documents,  plan
interpretations  specified  therein  and  actuarial assumptions as used in the
last  filed  actuarial report adjusted as necessary to comply with legislation
and  regulatory  authorities),  plus (ii) a proportionate share of the defined
benefit  assets  held  in  the  Ralston Canadian Pension Plan in excess of the
present  value of defined benefit liabilities for all participants in the plan
as  of  that  date,  plus (iii) interest based on the Ralston Canadian Pension
Plan  rate  of  return  on  the  Transfer  Amount  as at the Distribution Date
calculated  from  the Distribution Date to the actual transfer date, less (iv)
any  expenses,  less  (v)  an  adjustment  for  the  value  of  benefits  for
Agribusiness  Employees  who  terminate,  die or retire after the Distribution
Date  and  prior  to  the  actual  transfer  date.    Such  transfer  shall be
conditioned  upon  receipt  of, and subject to, all requisite governmental and
other approvals and consents and if a different Transfer Amount is required by
applicable  regulatory  authorities, an adjustment to the Transfer Amount will
be  made.  Upon completion of the transfer of such assets and liabilities, the
Ralston  Canadian  Pension  Plan  and  the Ralston Group shall have no further
liability  for  pension  benefits  for  the  Agribusiness  Employees.

     (b)         Other Foreign Funded Retirement Plans.  With respect to other
foreign  funded  retirement  plans  in  which  Agribusiness  Employees, Former
Agribusiness  Employees,  Ralston  Employees  and  Former  Ralston  Employees
participate,  Agribrands and Ralston shall cooperate in taking such actions as
are  necessary  or desirable to ensure that the assets and liabilities related
to  the  current and former employees, respectively, of the Agribusiness Group
and  the Ralston Group are transferred to (or retained in, as the case may be)
the  retirement  plan  applicable  to  each  such  Group's employees or former
employees.  The amount to be transferred from one defined contribution plan to
another  shall  be  equal  to  the  account balances accrued as of the date of
transfer.    The  amount  to  be  transferred from one defined benefit plan to
another  shall  be  equal  to  the  present  value  of benefits accrued by the
transferred  employees  as  of the Distribution Date (determined in accordance
with  plan  documents,  plan  interpretations, actuarial assumptions specified
therein,  and applicable law), plus a proportionate share of the funds held in
the  plan  in excess of the amount required to satisfy the accumulated benefit
obligation  for all participants in the plan as of that date.  If such defined
benefit  plan  lacks  sufficient  funds  to  satisfy  the  accumulated benefit
obligations  of  all participants in the plan prior to the transfer, then such
transfer  shall be equal to a share of total assets proportionate to the share
of  total  liabilities  being  transferred.    The  transfers  of  assets  and
liabilities  shall  be  conditioned  upon  receipt  of,  and  subject  to, all
requisite  governmental  and other approvals and consents.  Upon completion of
the  transfer  of  such  assets and liabilities, the transferring plan and the
Group  which  sponsors  the  transferring  plan  shall  have  no  further
responsibility for pension benefits for the employees for whom such assets and
liabilities  were  transferred.

     7.04          Savings  Investment  Plan.
                   -------------------------

     (a)        Agribrands shall take, or cause to be taken, all necessary and
appropriate  actions  to establish, effective as of the Distribution Date, and
administer  a  defined  contribution  Plan  which will be a Qualified Plan and
which  will  also be subject to Section 401(k) of the Code ("Agribrands SIP"),
and  to  provide  benefits  thereunder  for  all  Agribusiness  Employees who,
immediately  prior  to the Distribution Date, were participants in the Ralston
Purina  Company  SIP  ("Ralston  SIP").    Agribrands  agrees  that  each such
Agribusiness  Employee  shall  be, to the extent applicable, entitled, for all
purposes under the Agribrands SIP, to be credited with the term of service and
any  account  balance  credited  to  such  Agribusiness  Employee  as  of  the
Distribution  Date  under  the terms of the Ralston SIP as if such service had
been  rendered  to  the  Agribusiness Group and as if such account balance had
originally  been  credited  to such Agribusiness Employee under the Agribrands
SIP.    Ralston agrees to provide Agribrands, as soon as practicable after the
Distribution  Date  (with  the  cooperation  of  Agribrands to the extent that
relevant  information  is in the possession of the Agribusiness Group), with a
list of the Agribusiness Employees who were, to the best knowledge of Ralston,
participants  in  the  Ralston SIP immediately prior to the Distribution Date,
together with a listing, if requested by Agribrands, of each such Agribusiness
Employee's  term  of  service  for eligibility and vesting purposes under such
Plan  and  a  listing  of  each  such  Agribusiness Employee's account balance
thereunder.    Ralston  shall,  as  soon as practicable after the Distribution
Date,  provide  Agribrands with such additional information (in the possession
of  the  Ralston  Group  and not already in the possession of the Agribusiness
Group) as may be reasonably requested by Agribrands and necessary in order for
Agribrands  to  establish  and administer effectively the Agribrands SIP.  The
Agribrands  SIP  receiving  transfers  of  accounts from the Ralston SIP shall
contain  an  "Agribrands  Stock  Fund",  and Agribusiness Employees for whom a
portion  of  the  account balances are to be transferred to the Agribrands SIP
from  the  Ralston  SIP  in  the form of Agribrands Stock, as described below,
shall  be  permitted  to  elect  to retain their investment of that portion of
their  account    in  the  Agribrands  Stock  Fund.

     (b)          Ralston  shall amend the Ralston SIP to cause the Agribrands
Employees  to  be fully vested, as of the Distribution, in amounts credited to
their accounts in the Ralston SIP as of such date.  Ralston further agrees, as
soon as practicable following the Distribution Date, to direct the trustees of
the Ralston Purina Company Savings Investment Trust to transfer to the trustee
of  the  Agribrands SIP in cash, securities or other property or a combination
thereof,  as  reasonably determined by Ralston, an amount equal to the account
balances  credited  as  of  the  date  of  transfer  to  the  participants and
beneficiaries  in  the  Ralston  SIP  who  are  Agribusiness  Employees.  Such
transfer  shall  be  adjusted,  if and to the extent necessary, to comply with
Section 414(l) of the Code and the regulations promulgated thereunder.  At the
time  determined  by  the  appropriate  fiduciaries  of  the Ralston SIP, such
fiduciaries  shall  cause  shares  of  ESOP  Stock  allocated  to  accounts of
Agribusiness  Employees under the Ralston SIP to be converted into or redeemed
for  shares  of  Ralston  Stock,  as  provided by the terms of the ESOP Stock.
Shares  of  Ralston  Stock received by the Ralston SIP upon such redemption or
conversion,  as  well  as shares of such Stock otherwise held in the Plan with
respect  to  Agribusiness  Employee  participant accounts in the Ralston Stock
Fund,  will  be  transferred directly to the trustee of the Agribrands SIP for
attribution  to  respective  participant  accounts  in  that  Plan.  Shares of
Agribrands  Stock  distributed with respect to shares of Ralston Stock held in
the Ralston SIP as of the Distribution, to the extent allocated to accounts of
Agribusiness  Employees,  shall  be  transferred  to  respective  participant
accounts  in  the  Agribrands  Stock  Fund  of  the  Agribrands  SIP.

     (c)        In connection with the transfers described in Section 7.04(b),
Ralston  and  Agribrands  shall  cooperate  in  making any and all appropriate
filings  required under the Code or ERISA, and the regulations thereunder, and
any  applicable  securities  laws and take all such action as may be necessary
and  appropriate  to cause such transfers to take place as soon as practicable
after  the Distribution Date; provided, however, that each such transfer shall
not  take  place  until  as  soon  as practicable after the earlier of (A) the
receipt  of  a  favorable  IRS  determination  letter  with  respect  to  the
qualification  of  the  Agribrands SIP under Section 401(a) of the Code or (B)
the  receipt  by  Ralston  of an opinion of counsel retained by Agribrands and
reasonably  satisfactory  in  form and substance to Ralston to the effect that
such  counsel  believes  the  Agribrands  SIP  will  be found by the IRS to be
qualified  under  Section  401(a)  of the Code and that each trust established
thereunder is exempt from federal income tax under Section 501(a) of the Code.
Ralston  and  Agribrands  agree to provide to such counsel such information in
the  possession of the Ralston Group and the Agribusiness Group, respectively,
as may be reasonably requested by such counsel in connection with the issuance
of  such  opinion.    Ralston  agrees,  during  the  period  beginning  on the
Distribution  Date  and  ending  with the date of final transfer of assets and
liabilities to the Agribrands SIP, to administer the Ralston SIP in accordance
with  plan provisions, and, insofar as it is practical, in the ordinary course
as it was operated prior to the Distribution, except as otherwise set forth in
this  Agreement.

     (d)       Except as specifically set forth in this Section 7.04, from and
after  the  Distribution  Date,  Ralston  shall cease to have any liability or
obligation whatsoever with respect to Agribusiness Employees under the Ralston
SIP  (other  than  the  obligation  to  complete  the  transfer  of assets and
liabilities to the Agribrands SIP described in (c) above) and Agribrands shall
assume  and  shall  be  solely responsible for all liabilities and obligations
whatsoever  of  either  Ralston  or  Agribrands  with  respect to Agribusiness
Employees  under  the  Ralston  SIP  and  shall  be solely responsible for all
liabilities  and  obligations  whatsoever  under the Agribrands SIP; provided,
however,  that  Ralston  shall,  in  respect  of  Agribusiness  Employees
participating  in  the  Ralston  SIP  prior  to  the  Distribution,  either be
responsible  for  or  make  all required contributions, no later than the date
such  contributions  are legally required to be made, for all prior Plan years
and  for the portion of the Current Plan Year ending on the Distribution Date,
to  the  extent  not  previously  made.

     7.05          U.S.  Welfare  Plans
                   --------------------

     (a)          Agribrands  shall  take,  or  cause to be taken, all actions
necessary  and  appropriate  on behalf of itself and the Agribusiness Group to
adopt  such  Welfare Plans as necessary to provide welfare benefits, effective
as  of  the Distribution Date, to the Agribusiness Individuals.  In connection
with  the  foregoing,  Ralston  agrees to provide Agribrands or its designated
representative  with  such information (in the possession of the Ralston Group
and  not  already  in  the  possession  of  the  Agribusiness Group) as may be
reasonably requested by Agribrands and necessary for the Agribusiness Group to
establish  any  such  Welfare  Plan.

     (b)      Except as otherwise noted in this Section 7.05, Agribrands shall
assume,  or cause one or more members of the Agribusiness Group to assume, and
shall  be solely responsible for, or cause its insurance carriers or agents to
be  responsible  for,  all  welfare  benefit  claims  incurred by Agribusiness
Individuals under the Agribusiness Welfare Plans described above in which such
Agribusiness  Individuals  are  eligible  to,  and elect to, participate on or
after 12:01 a.m. on the Distribution Date.  Ralston shall retain liability for
welfare  benefit  claims incurred by Agribusiness Individuals under the Purina
Comprehensive  Health  and Well-Med Plan or other Ralston Welfare Plans before
12:01  a.m.  on  the  Distribution  Date.   For purposes of this Section 7.05,
medical  and  dental services are incurred when the Agribusiness Individual is
provided with medical or dental care; death benefit claims are incurred at the
time  of  death  of  the  insured  notwithstanding  any other provision of any
welfare  benefit  plan  to the contrary.  As of 12:01 a.m. on the Distribution
Date,  Agribusiness  Employees  will  cease  participating  in  Welfare  Plans
maintained by any member of the Ralston Group, except to the extent they elect
continued  coverage  under  Ralston's  health  benefit  plans  pursuant to the
Consolidated  Omnibus  Budget  Reconciliation  Act.

     (c)          Ralston  and  the Ralston Group shall be responsible for any
retiree medical and life insurance benefits payable under any Welfare Plans of
Ralston  and  the Ralston Group on or after the Distribution Date with respect
to  any  employees  working  in  the  Agribusiness  who  have retired from the
Agribusiness Group or the Ralston Group prior to the Distribution Date and who
have  met  the  eligibility  requirements  for  such  benefits  at  that time.
Agribusiness  Employees who retire from the Agribusiness Group on or after the
Distribution  Date shall not be entitled to retiree medical and life insurance
benefits  from  such Welfare Plans of Ralston and the Ralston Group, except as
set forth in Sections 7.05(d) and (e) below.  For purposes of this subsection,
the  distribution  of  ownership  of the Agribusiness Group to shareholders of
Ralston  Stock shall not be deemed a termination of employment of Agribusiness
Employees.

     (d)        Effective as of the Distribution Date, Ralston shall cause the
Purina  Comprehensive  Plan  to  be  amended  to  provide a delayed enrollment
opportunity  for  retiree medical benefits under the Comprehensive Health Plan
for Agribrands Employees who (i) were participants in the Purina Comprehensive
Health  Plan  but  not  the  Executive  Health  Plan  immediately prior to the
Distribution,  (ii)  had  met  the  age  and  service requirements for retiree
medical  coverage  under  the  Purina  Comprehensive  Health Plan prior to the
Distribution Date, and who (iii) did not retire from the Agribusiness Group or
Ralston  Group prior to the Distribution.  Such delayed enrollment opportunity
shall  be  subject to satisfaction of certain eligibility conditions set forth
in  the  Plan  (including, but not limited to, maintaining continuous coverage
under one or more group health plans sponsored by Agribrands or its successors
after  the Distribution and applying for delayed enrollment in the Plan within
30  days  after  termination of coverage under such other group health plans),
and  payment  of  applicable  premiums  for  such  retiree  coverage.

Effective  as of the Distribution Date, Ralston shall cause the Ralston Purina
Executive  Health  Plan  to be amended to provide a similar delayed enrollment
opportunity  for  retiree medical benefits under the Executive Health Plan for
Agribrands  Employees  who  (i)  had  met the age and service requirements for
retiree  medical  coverage under the Purina Comprehensive Health Plan prior to
the Distribution Date, (ii) were participants in the Executive Health Plan and
the  Purina  Comprehensive  Health Plan immediately prior to the Distribution,
and  who  (iii)  did  not  retire from the Agribusiness Group or Ralston Group
prior  to  the  Distribution.    Such  delayed enrollment opportunity shall be
subject  to  satisfaction  of  certain eligibility conditions set forth in the
Executive Plan (including, but not limited to, maintaining continuous coverage
under  one  or more group health plans after the Distribution and applying for
delayed  enrollment  in the Executive Plan within 30 days after termination of
coverage  under  such other group health plans).  The retiree medical coverage
offered  to such Agribrands Employees under the Executive Health Plan shall be
equivalent  to  that offered to retirees under the Purina Comprehensive Health
Plan  and  the  Executive Health Plan, and shall be contingent upon payment of
premiums  equal  to  those  charged  for  retiree  coverage  under  the Purina
Comprehensive  Health  Plan.

     (e)      Ralston shall retain liabilities for retiree life benefits under
the Executive Life Plan for Former Agribusiness Employees who are eligible for
retiree  life  coverage  under the Plan.  Ralston shall amend the terms of the
Executive  Life  Plan  to  provide  that  Agribusiness  Employees  who  are
participants  in  the  Plan  and  who  have  satisfied  the  age  and  service
requirements  for  retiree  life  coverage  as  of the Distribution Date shall
retain  retiree  life  coverage  under  the Plan after the Distribution in the
amount  in  effect as of the Distribution Date, and that such amount shall not
be  increased  thereafter.

     7.06          International  Welfare  Plans
                   -----------------------------

     Ralston  and  Agribrands  shall  each  retain  all liabilities related to
international  welfare plans in which only Ralston Individuals or Agribusiness
Individuals,  respectively,  are  enrolled.   With respect to welfare plans in
which  both Ralston Individuals and Agribusiness Individuals are participants,
Ralston  and  Agribrands shall cause each member of their respective Groups to
cooperate  with  members  of  the  other Group to establish additional welfare
plans  as  soon  as practicable after the Distribution Date in order to enroll
the Employees and Former Employees of the Agribusiness and Ralston in separate
plans.    Ralston  and  Agribrands,  or  their  respective  welfare  plans  as
applicable,  shall  share  proportionately  in any refunds of contributions or
stabilization  reserves  payable  on  account  of  experience  prior  to  the
Distribution;  provided  that,  with  respect  to  refunds  from international
insurance  pools,  Ralston  shall  be  obligated  to  share  such  refunds
proportionately  with  Agribrands only if Agribrands' share exceeds US$10,000.

     7.07          Internationalist  Retirement  Plan.
                   ----------------------------------

     As  of  the  Distribution Date, Agribusiness Employees who participate in
the Internationalist Retirement Plan shall cease to accrue benefits under such
Plan.    Effective  as  of  the  Distribution Date, Agribrands shall assume or
retain  all  liabilities  in  connection with benefits accrued under such Plan
with  respect  to  Agribusiness Individuals, and Ralston shall have no further
liability  therefor.    Agribrands agrees to cause such benefits to be paid to
the  Agribusiness Individuals in a manner and amount consistent with the terms
of  such  plan.

     7.08          Stock  Options  and  Restricted Stock; Stock Purchase Plan.
                   ----------------------------------------------------------

     (a)          The  stock  options held by Agribusiness Employees as of the
Distribution  Date  shall be administered in accordance with the terms of such
agreements.    For purposes of restricted stock awards and stock options under
the  ISPs,  the  Distribution  shall  be  deemed  to constitute an involuntary
termination  of  employment  of  Agribusiness  Employees.

     (b)      Effective immediately after the Distribution Date, the number of
shares  of  Ralston  Stock  subject  to,  and  the  exercise  price  of,  each
non-qualified option to acquire Ralston Stock granted pursuant to the terms of
an  ISP  ("Ralston  Option")  which  immediately  prior  to the Record Date is
outstanding  and  not  exercised  shall  be  adjusted  by  the Human Resources
Committee  of the Ralston Board in order to reflect the difference in the fair
market  value  of  the  Ralston  Stock  attributable  to  the Distribution, in
accordance  with  the  requirements  of  Section  424  of  the  Code  and  the
regulations  promulgated thereunder, based upon (i) the average of the closing
prices  on the NYSE Composite Index for the Ralston Stock, trading regular way
with  due  bills for the Agribrands Stock, for the 10 trading day period prior
to  the  Distribution  Date  and (ii) the average of the closing prices on the
NYSE  Composite  Index  for the Ralston Stock, trading regular way, for the 10
trading  day  period  following  the  Distribution  Date.

     (c)     Ralston and Agribrands agree that Ralston, as sole shareholder of
the  outstanding capital stock of Agribrands, will approve the adoption by the
Board  of  Agribrands  of  an  ISP  prior to the Distribution, such plan to be
administered  by  the  Nominating and Compensation Committee of the Agribrands
Board  (the  "Committee").  The Committee shall have authority under such plan
to  grant  stock  options, restricted stock awards and other awards payable in
Agribrands  Stock,  to  directors  of  Agribrands  and  eligible  Agribusiness
Employees,  including  executive  officers.

     (d)         Effective as of the Distribution Date, Agribusiness Employees
shall  cease  to be eligible to participate in Ralston's Purina Stock Purchase
Plan.  All benefit obligations arising under the Plan prior to such date shall
be  paid  in  accordance  with  the  terms  of  the  Plan.



     7.09          Unfunded  Deferred  Compensation  Plans.
                   ---------------------------------------

     (a)          Ralston  shall  retain  liability  for  all unpaid benefits,
obligations  and  liabilities with respect to account balances of Agribusiness
Employees and Former Agribusiness Employees in the Fixed Benefit Option of the
Ralston  Purina Company Deferred Compensation Plan for Key Employees ("Ralston
Deferred  Compensation  Plan").

     (b)          Prior  to the Distribution Date, Agribrands will establish a
Deferred  Compensation  Plan, which shall be a non-qualified unfunded deferred
compensation  plan ("Agribrands Deferred Compensation Plan").  Effective as of
the  Distribution,  Ralston  shall (i) amend the Ralston Deferred Compensation
Plan  to  permit  the transfer to the Agribrands Deferred Compensation Plan of
that  portion  of  the  Ralston  Deferred  Compensation  Plan  relating to the
benefits  accrued as of the Distribution Date by the Agribusiness Employees in
the Equity Option and Variable Interest Option of such Plan; and in connection
therewith,  Ralston  shall  assign  to  Agribrands  all  its  right, title and
obligations  under  the  deferred compensation agreements associated with such
accrued  benefits;  and (ii) amend the Executive SIP to permit the transfer to
the Agribrands Deferred Compensation Plan of that portion of the Executive SIP
relating  to  the  benefits  accrued  as  of  the  Distribution  Date  by  the
Agribusiness  Employees.

     (c)          After  the  Distribution  Date,  Agribrands  shall be solely
responsible  for  the  payment of all liabilities and obligations for benefits
with  respect  to  Agribusiness  Employees  under  the  Agribrands  Deferred
Compensation  Plan,  which  shall  include  all  liabilities  and  obligations
transferred  pursuant  to  7.09(b)  above, and Ralston shall have no liability
with  respect  thereto.

     7.10          Partnership  Life  Insurance  Plan.
                   ----------------------------------

     Agribusiness Individuals who, immediately prior to the Distribution Date,
were  participants  in  or  otherwise  entitled  to benefits under the Ralston
Partnership Life Insurance Plan, will, as of the Distribution Date, be treated
as  terminated  employees  for  purposes  of  such  Ralston  Partnership  Life
Insurance  Plan,  and  will  be  afforded all rights and benefits to which all
terminated  employees are entitled under the terms of such Plan.  Ralston will
retain  ownership of any individual life insurance contracts then insuring the
life  of  any  Agribusiness  Employee  in  accordance  with  the  terms of the
Partnership  Life  Insurance  Plan.

     7.11         Vacation Pay/Paid Time Off.  Agribrands and the Agribusiness
                  --------------------------
Group  will  assume  (or,  as  applicable,  retain)  all  liability for unpaid
vacation  pay  and other paid time off accrued by Agribusiness Employees prior
to  the  Distribution  Date.    After  the  Distribution Date, Ralston and the
Ralston  Group  will have no liability for vacation pay or other paid time off
for Agribusiness Employees.  Ralston and the Ralston Group will retain (or, as
applicable,  assume) all liability for unpaid vacation pay and other paid time
off  accrued  by  Ralston Employees prior to the Distribution Date.  After the
Distribution  Date,  Agribrands  and  the  Agribusiness  Group  will  have  no
liability  for  vacation  pay  or  other  paid time off for Ralston Employees.


     7.12          U.  S.  Severance  Pay.
                   ----------------------

     (a)        Ralston and Agribrands agree that, with respect to individuals
who, in connection with the Distribution, cease to be employees of the Ralston
Group and become employees of the Agribusiness Group, such cessation shall not
be deemed a severance of employment from either Group for purposes of any Plan
that  provides  for  the  payment of severance, salary continuation or similar
benefits  and shall, in connection with the Distribution, if and to the extent
appropriate  obtain  waivers  from  individuals  against  any  such assertion.

     (b)      The Ralston Group shall assume and be solely responsible for all
liabilities and obligations whatsoever in connection with claims made by or on
behalf  of  Ralston Individuals and the Agribusiness Group shall assume and be
solely  responsible  for  all  liabilities  and  obligations  whatsoever  in
connection  with  claims  made  by or on behalf of Agribusiness Individuals in
respect of severance pay, salary continuation and similar obligations relating
to  the  termination  or  alleged  termination of any such person's employment
either  before,  to  the  extent unpaid, or on or after the Distribution Date.

     7.13          International  Severance  Pay.
                   -----------------------------

     (a)        Ralston and Agribrands agree that, with respect to individuals
who, in connection with the Distribution, cease to be employees of the Ralston
Group  and  become  employees  of  the  Agribusiness Group or vice versa, such
cessation  shall  not  be  deemed  a severance of employment from either Group
except  to  the  extent  so  required  by the terms of any benefit plan, labor
agreement,  applicable  law  or  governmental regulation that provides for the
payment  of  severance  pay,  salary  continuation,  termination  indemnity or
similar  benefits.    The  parties agree, if and to the extent appropriate, to
obtain  waivers  from  individuals  against  any  such  assertion.

     (b)       To the extent severance pay, salary continuation or termination
indemnity  is  payable  with  respect to an Agribusiness Individual or Ralston
Individual,  the  respective  Group shall assume and be solely responsible for
all  liabilities and obligations whatsoever in connection with claims for such
benefits  made by or on behalf of such Individuals relating to the termination
or  alleged  termination of any such person's employment either before, to the
extent  unpaid,  or  on  or  after  the  Distribution  Date.

Notwithstanding  the  foregoing,  after  the  Distribution  Date, employees of
Purina Colombiana, S.A. whose principal duties after the Distribution Date are
in  connection  with  the  manufacture  of pet food pursuant to a Toll-Milling
Agreement  shall  be considered Ralston Employees for purposes of this Section
7.13,  and  the  Ralston  Group shall be solely responsible for payment of any
claims  for  severance  benefits by such employees; and employees of Purina de
Venezuela,  C.A.  whose  principal  duties  after the Distribution Date are in
connection  with the manufacture of agricultural formula animal feeds pursuant
to  a  Toll-Milling  Agreement  shall be considered Agribusiness Employees for
purposes  of  this  Section  7.13,  and the Agribusiness Group shall be solely
responsible  for  payment  of  any  claims  for  severance  benefits  by  such
employees.

In  the event that the individual to whom the benefits are due was an employee
of  both  the  Agribusiness  and  the  Ralston  Business, then the termination
expenses  shall  be shared  pro rata  on the basis of service with each Group.

     7.14     Bonus Plans.  Agribrands and its Affiliates shall be responsible
              -----------
for all liabilities with respect to Agribusiness Employees arising under bonus
plans,  programs  or  policies  applicable  to  such  Employees,  including
liabilities  related  to  service  prior  to  the  Distribution  Date.
Notwithstanding  the  foregoing,  Ralston  shall  retain liability for amounts
payable  to  Agribusiness Employees who are participants in the 1996 Leveraged
Incentive  Plan.

     7.15        Other Balance Sheet Adjustments.  To the extent not otherwise
                 -------------------------------
provided  in  this Agreement, Ralston and Agribrands shall take such action as
is  necessary  to  effect  an  adjustment  to  the books of the members of the
Ralston Group and the Agribusiness Group so that, as of the Distribution Date,
the  prepaid expense balances and accrued employee liabilities with respect to
any  employee  liability  or  obligation  assumed  or  retained  as  of  the
Distribution  Date  by  the  Ralston  Group  or  the  Agribusiness  Group  are
appropriately  reflected  on  the  consolidated  balance  sheets  as  of  the
Distribution  Date  of  Ralston  and  Agribrands,  respectively.

     7.16      Preservation of Rights to Amend or Terminate Plans.  Subject to
               --------------------------------------------------
the  provisions of this Article VII, no provision of this Agreement, including
the  agreement  of Ralston or Agribrands that it, or any member of the Ralston
Group  or  the  Agribusiness  Group, will make a contribution or payment to or
under  any  Plan  herein  referred  to for any period, shall be construed as a
limitation  on the right of Ralston or Agribrands or any member of the Ralston
Group  or  the  Agribusiness  Group  to  amend  such  Plan  or  terminate  its
participation therein which Ralston or Agribrands or any member of the Ralston
Group  or  the Agribusiness Group would otherwise have under the terms of such
Plan  or  otherwise,  and no provision of this Agreement shall be construed to
create  a  right  in any Ralston Individual or Agribusiness Individual under a
Plan  which  such  Individual  would not otherwise have under the terms of the
Plan  itself.

     7.17          Reimbursement; Indemnification.  Each of the parties hereto
                   ------------------------------
acknowledges  that  the  Ralston  Group, on the one hand, and the Agribusiness
Group,  on  the  other  hand,  may  incur  costs  and  expenses  (including
contributions  to Plans and the payment of insurance premiums) arising from or
related  to  any  of  the Plans which are, as set forth in this Agreement, the
responsibility  of  the other party hereto.  Ralston and Agribrands agree that
they,  or  the appropriate members of their respective Groups, shall reimburse
the  appropriate  members  of the other's Group, as soon as practicable but in
any  event  within  30  days  of  receipt  from the other party of appropriate
verification,  for  all  such  costs  and  expenses.

     7.18         Further Transfers.  For a period of six months following the
                  -----------------
Distribution  Date,  no  member of either Group shall, directly or indirectly,
without  the  prior written consent of a corporate officer of the other Group,
solicit  or attempt to solicit any employee or officer of such other Group for
the  purpose  of  obtaining his or her services for hire, or otherwise causing
such  employee  to  leave  employment  with such other Group, and no member of
either  Group, without the prior written consent of a corporate officer of the
other  Group,  will,  for  such  period  of  six months, hire such employee or
officer;  provided,  however,  if the employment of any officer or employee of
one  Group is terminated by that Group at any time following the Distribution,
a  member of the other Group may employ such person without the consent of the
other  Group

     7.19      Other Liabilities.  As of the Distribution Date, Agribrands and
               -----------------
Ralston  shall  each  assume  and  be  solely  responsible for all Liabilities
whatsoever of the other's Group with respect to claims made by, in the case of
Agribrands,  Agribusiness  Individuals  and,  in  the case of Ralston, Ralston
Individuals, relating to any Liability not otherwise expressly provided for in
this  Agreement,  including,  but  not  limited  to,  earned  salaries, wages,
severance  payments,  bonus  accruals  or  other  compensation,  regardless of
whether  such  Liability  was  incurred before or after the Distribution Date.

     7.20        Compliance.  Notwithstanding anything to the contrary in this
                 ----------
Article  VII,  to  the  extent any actions of the parties contemplated in this
Article  are  determined prior to the Distribution to violate law or result in
unintended  tax liability for Ralston Individuals or Agribusiness Individuals,
such  action  may be modified to avoid such violation of law or unintended tax
liability.

     7.21        Agreement of Parties.  Notwithstanding anything herein to the
                 --------------------
contrary,  the  agreements contained in this Article VII shall be binding only
as  between  the  parties  to  this  Agreement,  no  Ralston  Individual  or
Agribusiness  Individual  or other Person shall have any right with respect to
any  such  agreement,  and  no Person other than the parties to this Agreement
shall  have  any  rights  to  enforce  any  provision  hereof.

                                 ARTICLE VIII

                         POST-DISTRIBUTION OBLIGATIONS

     8.01     Agribrands' Post-Distribution Obligations. Agribrands shall, and
              -----------------------------------------
shall  cause  each  member  of  the  Agribusiness  Group  to, comply with each
representation  and  statement  made,  or  to be made, to the Internal Revenue
Service (the "IRS") in connection with any ruling obtained, or to be obtained,
by  Ralston, from the IRS with respect to any transaction contemplated by this
Agreement.   Neither Agribrands nor any member of the Agribusiness Group shall
for  a  period of three years following the Distribution Date engage in any of
the  following transactions, unless, in the sole discretion of Ralston, either
(a)  an opinion in form and substance satisfactory to Ralston is obtained from
counsel  to Agribrands, the selection of which counsel is agreed to by Ralston
or  (b)  a supplemental ruling is obtained from the IRS, in either case to the
effect  that such transactions would not adversely affect the tax consequences
of  the  contributions,  transfers,  assumptions,  Merger  and  Distribution
described  in  Articles  II  and  III  of this Agreement to (1) Ralston or any
member  of the Ralston Group, (2) Agribrands or any member of the Agribusiness
Group,  or  (3)  the  Ralston  shareholders.  The transactions subject to this
provision are: (i) making a material disposition (including transfers from one
member of the Agribusiness Group to another member of the Agribusiness Group),
by  means  of a sale or exchange of assets or capital stock, a distribution to
shareholders,  or otherwise, of any of its assets (other than the transactions
contemplated  by  this  Agreement)  except in the ordinary course of business;
(ii)  repurchasing  any  Agribrands  capital  stock,  unless  such  repurchase
satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30 or
any  successor  Revenue  Procedure; (iii) issuing any Agribrands capital stock
that  in  the  aggregate  exceeds  twenty  percent  (20%)  of  the  issued and
outstanding  stock  of Agribrands immediately following the Distribution; (iv)
liquidating  or  merging with any other corporation (including a member of the
Agribusiness Group); or (v) ceasing to engage in the active conduct of a trade
or  business  within  the meaning of Section 355(b)(2) of the Code. Agribrands
hereby  represents  that neither Agribrands nor any member of the Agribusiness
Group has any present intention to undertake any of the transactions set forth
in  (i),  (ii),  (iii),  (iv)  or  (v)  above.

     8.02      Ralston's Post-Distribution Obligations.  For a period of three
               ---------------------------------------
years  after the date of the Distribution, Ralston shall, and shall cause each
member  of  the  Ralston  Group, to refrain from taking any action which would
adversely  impact  any ruling obtained, or to be obtained, by Ralston from the
IRS  with  respect  to  any  transaction  contemplated  by  this  Agreement.

     8.03       Indemnification of Shareholders.  In the event that Ralston or
                -------------------------------
Agribrands  breaches  or  violates any covenant made in this Article VIII, the
breaching  party  shall  indemnify  and  hold harmless (i) all shareholders of
Ralston,  and  (ii)  if  the  breaching party is Agribrands, Ralston as of the
Record  Date  against  and  in  respect  of  any  and  all  costs,  expenses,
deficiencies,  litigation, proceedings, taxes, levies, assessments, attorneys'
fees,  damages  or  judgments  of  any  kind or nature whatsoever, related to,
arising  from,  or  associated  with  such  breach  or  violation.

                                  ARTICLE IX

                 NO REPRESENTATIONS OR WARRANTIES; EXCEPTIONS

     Agribrands  understands  and  agrees that, except as set forth in Article
VIII, no member of the Ralston Group is, in this Agreement or in any Ancillary
Agreement  or  other  agreement  or  document,  implicitly  or  explicitly
representing  or  warranting  to  Agribrands in any way as to the Agribusiness
Assets, the Agribusiness or the Liabilities of the Agribusiness Group or as to
any  consents or approvals required in connection with the consummation of the
transactions  contemplated  by  this Agreement, it being agreed and understood
that  the Agribusiness Group shall take all of the Agribusiness Assets "as is,
where is" and that, except as provided in Section 2.04, the Agribusiness Group
shall  bear  the  economic and legal risk that conveyances of the Agribusiness
Assets  shall  prove to be insufficient or that the title of any member of the
Agribusiness  Group  to  any  Agribusiness Assets shall be other than good and
marketable  and  free  from  encumbrances.

                                   ARTICLE X

                    GUARANTEES AND SURETY BONDS OF RALSTON

     Agribrands  agrees that as soon as practicable following the Distribution
Date,  it  will  substitute surety bonds obtained by it for each of the surety
bonds of any member of the Ralston Group, if any, relating to any Agribusiness
Asset,  the  Agribusiness  or  any  Liability  assumed  by  Agribrands  or its
Subsidiaries  of  Affiliates hereunder.  Agribrands agrees that it shall enter
indemnification  agreements  in  its  name with each provider of a surety bond
obtained  with  respect  to  the  Agribusiness Assets, the Agribusiness or any
Liability  assumed  by  Agribrands.    Except  as  set  forth  on Schedule 10,
Agribrands  shall  use  its  best  efforts  to obtain the complete release and
discharge  of  any member of the Ralston Group from all obligations (including
any  obligations  upon  any  renewal or extension) related to the Agribusiness
Assets,  the  Agribusiness or any Liability assumed by Agribrands on which any
member  of  the  Ralston  Group  is  directly  or  contingently obligated as a
guarantor  or  assignor  or  otherwise contingently liable (including, without
limitation,  any  letter of credit) (the " Agribusiness Obligations").  In the
event  that Agribrands is unable to obtain any such release, Agribrands agrees
that  (i)  it  shall  not  extend  the  term  or  otherwise  modify  any  such
Agribusiness  Obligation  in  a  manner which would expand Ralston's financial
exposure  under  such  Agribusiness  Obligation,  (ii)  it  shall use its best
efforts  to  substitute  itself or another member of the Agribusiness Group as
primary  guarantor  of  such Agribusiness Obligations, and (iii) Agribrands or
any  member  of  the Agribusiness Group shall not assign any such Agribusiness
Obligation  or  directly  or  indirectly  transfer,  sell or assign any assets
securing  such  Agribusiness  Obligation  or comprising all or any substantial
portion  of  a  project, the financing of which gave rise to such Agribusiness
Obligation, including, but not limited to, the transfer, sale or assignment of
the  capital  stock  of  any  Affiliate  holding  title to such assets, unless
Ralston or the appropriate member of the Ralston Group, as the case may be, is
released  and  discharged of all liabilities with respect to such Agribusiness
Obligation.    Without  limiting any other obligation of indemnification under
this  Agreement  or  any  agreement described herein, Agribrands shall defend,
indemnify  and  hold  harmless  each  member  of  the  Ralston Group and their
respective Affiliates, Subsidiaries, directors, officers and employees against
any  and  all  Liabilities whatsoever incurred or suffered by any of them as a
result  of  any  Agribusiness  Obligation.

                                  ARTICLE XI

                                  NEGOTIATION

     If  any  question  shall arise in regard to (i) the interpretation of any
provision  of  this  Agreement  or,  except  to  the extent provided otherwise
therein,  any Ancillary Agreement, or (ii) the rights or obligations of either
Group  hereunder  or thereunder, each Group shall designate a senior executive
within  its  organization  who  shall,  within thirty days after such question
arises, meet with the designated executive of the other Group to negotiate and
attempt  to  resolve such question in good faith.  Such senior executives may,
if they so desire, consult outside advisors for assistance in arriving at such
a  resolution.    In  the event that a resolution is not achieved within sixty
days  following  such  initial  meeting, then the parties may seek other legal
means  of  resolving  such question, including but not limited to mediation or
binding  or  non-binding  arbitration.



                                  ARTICLE XII

                                 MISCELLANEOUS

     12.01          Conditions  to  the  Distribution.
                    ---------------------------------

     (a)      The obligation of Ralston to make the Distribution is subject to
the  satisfaction  of  each  of  the  following  conditions:

          (i)    The  transactions  contemplated by Article II shall have been
consummated  in  all  material  respects;
          (ii)   Ralston shall have received rulings from the IRS, in form and
substance satisfactory to Ralston's tax counsel and independent auditors, that
the  contributions, transfers, assumptions, mergers and Distribution described
in Articles II and III of this Agreement will not be subject to federal income
taxation  at  the  corporate  or  shareholder  level;

          (iii)    The  Agribrands Stock and associated Rights shall have been
approved  for  listing  on  the  NYSE, subject to official notice of issuance;

          (iv)   The Form 10 shall have been filed with the SEC and shall have
become  effective,  and no stop order with respect thereto shall be in effect;

          (v)    All authorizations, consents, approvals and clearances of all
federal, state, local and foreign governmental agencies required to permit the
valid  consummation  by the parties hereto of the transactions contemplated by
this  Agreement  shall have been obtained; and no such authorization, consent,
approval or clearance shall contain any conditions which would have a material
adverse  effect  on  (A)  the  Ralston  Business  or the Agribusiness, (B) the
Assets,  results  of operations or financial condition of the Ralston Group or
the  Agribusiness  Group, in each case taken as a whole, or (C) the ability of
Ralston or Agribrands to perform its obligations under this Agreement; and all
statutory  requirements for such valid consummation shall have been fulfilled;

          (vi)    Ralston  shall have provided the NYSE with the prior written
notice  of the Record Date required by Rule 10b-17 of the Exchange Act and the
rules  and  regulations  of  the  NYSE;

          (vii)  No preliminary or permanent injunction or other order, decree
or  ruling  issued  by  a  court of competent jurisdiction or by a government,
regulatory  or  administrative  agency  or  commission,  and no statute, rule,
regulation  or  executive  order  promulgated  or  enacted by any governmental
authority,  shall  be  in  effect  preventing the payment of the Distribution;

          (viii)    The  Distribution  shall  be  payable  in  accordance with
applicable  law;

          (ix)    All  necessary  consents, waivers or amendments to each bank
credit  agreement,  debt  security  or  other  financing facility to which any
member  of  the Ralston Group or the Agribusiness Group is a party or by which
any  such  member  is  bound shall have been obtained, or each such agreement,
security  or  facility  shall  have  been  refinanced,  in  each case on terms
satisfactory  to  Ralston and Agribrands and to the extent necessary to permit
the Distribution to be consummated without any material breach of the terms of
such  agreement,  security  or  facility;  and

          (x)    One or more members of the Agribusiness Group shall have been
substituted,  as of the Distribution Date in respect of all Ralston Group debt
obligations  assumed by Agribrands or another member of the Agribusiness Group
pursuant  to  this  Agreement.

     (b)          Any  determination  made  by the Ralston Board in good faith
concerning  the  satisfaction  or  waiver  of any or all of the conditions set
forth  in  Section  12.01(a)  shall  be  conclusive.

     12.02        Survival of Agreements.  All covenants and agreements of the
                  ----------------------
parties  hereto  contained  in  this  Agreement shall survive the Distribution
Date.

     12.03       Entire Agreement.  This Agreement, the Exhibits and Schedules
                 ----------------
hereto  and  the  Ancillary  Agreements  shall constitute the entire agreement
between  the  parties  hereto  with  respect  to  the  subject  matter  hereof
superseding  all  previous negotiations, commitments and writings with respect
to  such  subject matter.  To the extent that the provisions of this Agreement
are  inconsistent  with  the  provisions  of  any  Ancillary  Agreement,  the
provisions  of  such  Ancillary  Agreement  shall  prevail.

     12.04      Expenses of the Distribution.  Except as otherwise provided in
                ----------------------------
this  Agreement and the other agreements referred to herein, Ralston shall pay
all  of  the  costs  and expenses (including attorneys' and accountants' fees,
legal  costs  and expenses) that were necessary to effect the Distribution and
to  consummate  the transactions contemplated by this Agreement.  For purposes
of  this  Section  12.04,  costs  and  expenses  (including  attorneys'  and
accountants'  fees,  legal costs and expenses) incurred in connection with the
establishment  of any credit facility or other financing arrangements by or on
behalf  of  Agribrands  and  its Affiliates shall not be deemed to be expenses
necessary  to effect the Distribution.  Notwithstanding the foregoing, Ralston
shall  bear  the  cost  of  underwriting  fees and expenses of ABN incurred in
connection  with  the  closing  of  the  syndicated  financing  agreement with
Agribrands,  including  legal  expenses  of  Sidley & Austin as counsel to ABN
Amro,  and  legal  fees  of  Bryan  Cave  in  connection  with such financing.

     12.05      GOVERNING LAW; JURISDICTION AND VENUE.  THIS AGREEMENT IS MADE
                -------------------------------------
AND ENTERED INTO IN, AND SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE  WITH THE LAWS OF, THE STATE OF MISSOURI, UNITED STATES OF AMERICA,
WITHOUT  REGARD  TO  ITS  CONFLICTS  OF  LAW  PRINCIPLES,  AS  TO ALL MATTERS,
INCLUDING  MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES
UNDER  THIS  AGREEMENT.  ALL MATTERS RELATING TO THIS AGREEMENT SHALL, SUBJECT
TO  THE PROVISIONS OF ARTICLE XI OF THIS AGREEMENT, BE ADJUDICATED EXCLUSIVELY
IN  THE  COURTS  OF  THE  STATE OF MISSOURI LOCATED IN ST. LOUIS, MISSOURI, OR
WITHIN  THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI;
AND EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS  FOR  ALL  SUCH  MATTERS.

     12.06          Notices.  All notices, requests, claims, demands and other
                    -------
communications  hereunder  (collectively,  "Notices")  shall be in writing and
shall  be  given (and shall be deemed to have been duly given upon receipt) by
delivery  in  person,  by  cable, telegram, telex, facsimile or other standard
form  of  telecommunications,  or  by  registered  or  certified mail, postage
prepaid,  return  receipt  requested,  addressed  as  follows:

     If  to  a  member  of  the  Ralston  Group:

          Ralston  Purina  Company
          Checkerboard  Square
          St.  Louis,  Missouri    63164
          Attention:  General  Counsel

     If  to  a  member  of  the  Agribusiness  Group:

          Agribrands  International,  Inc.
          9811  South  Forty  Drive
          St.  Louis,  Missouri    63124
          Attention:  General  Counsel

or to such other address as either Group may have furnished to the other Group
by  a  notice  in  writing  in  accordance  with  this  Section  12.06.

     12.07      Amendment and Modification; Non-Waiver.  This Agreement may be
                --------------------------------------
amended,  modified  or  supplemented,  or  rights, powers or options hereunder
waived  or impaired, only by a written agreement signed by a corporate officer
of  Ralston  and  Agribrands  and  attested  by  their  respective  corporate
secretaries.    Neither  party  shall be deemed to have waived or impaired any
right,  power  or  option  created  or  reserved  by this Agreement (including
without  limitation,  each  party's right to demand compliance with every term
herein,  or  to  declare  any  breach  a  default  and  exercise its rights in
accordance with the terms hereof) by virtue of:  (i) any custom or practice of
the  parties  at  variance with the terms hereof; (ii) any failure, refusal or
neglect to exercise any right hereunder, or to insist upon compliance with any
term;  (iii)  any  waiver, forbearance, delay, failure or omission to exercise
any  right or option, whether of the same, similar or different natures, under
this Agreement or in any other circumstances; or (iv) the acceptance by either
party  of  any  payment  or  other  consideration from the other following any
breach of this Agreement.  The rights and remedies set forth in this Agreement
are  in  addition to any other rights or remedies which may be granted by law.

12.08          Successors  and  Assigns;  No  Third-Party Beneficiaries.  This
-----          --------------------------------------------------------
Agreement  and all of the provisions hereof shall be binding upon and inure to
the  benefit  of  each  Group  and  their  respective successors and permitted
assigns,  but  neither  this  Agreement  nor  any of the rights, interests and
obligations  hereunder  shall  be  assigned  by either Group without the prior
written  consent  of  the other Group (which consent shall not be unreasonably
withheld).    Except  for the provisions of Sections 4.02 and 4.03 relating to
Indemnities, which are also for the benefit of the Indemnitees, this Agreement
     is  solely  for  the  benefit of each Group and is not intended to confer
upon  any  other  Person  any  rights  or  remedies  hereunder.

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

     12.10          Interpretation.
                    --------------

     (a)      The Article and Section headings contained in this Agreement are
solely  for  the  purpose  of  reference, are not part of the agreement of the
parties  hereto  and shall not in any way affect the meaning or interpretation
of  this  Agreement.

     (b)      The parties hereto intend that, for federal income tax purposes,
the  contributions,  transfers,  assumptions,  Distribution  and  Merger
contemplated hereby shall qualify for non-recognition treatment under Sections
332,  336,  337,  355,  357(a),  361,  368(a)(1)(D)  and  1032  of  the  Code.

     12.11       Legal Enforceability.  Any provision of this Agreement or any
                 --------------------
of  the  Ancillary  Agreements  which  is  prohibited  or unenforceable in any
jurisdiction  shall,  as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof.    Any  such  prohibition  or  unenforceability  in  any
jurisdiction  shall  not  invalidate or render unenforceable such provision in
any  other  jurisdiction.  Each party acknowledges that money damages would be
an inadequate remedy for any breach of the provisions of this Agreement or any
of  the  Ancillary  Agreements  and agrees that the obligations of the parties
hereunder  and  thereunder  shall  be  specifically  enforceable.

     12.12          References;  Construction.    References to any "Article",
                    -------------------------
"Exhibit",  "Schedule"  or "Section", without more, are to Articles, Exhibits,
Schedules  and  Sections  to or of this Agreement.  Unless otherwise expressly
stated,  clauses  beginning  with the term "including" set forth examples only
and  in  no  way  limit  the  generality  of  the  matters  thus  exemplified.

     12.13          Termination.    Notwithstanding any provision hereof, this
                    -----------
Agreement  may  be terminated and the Distribution abandoned at any time prior
to  the  Distribution  Date by and in the sole discretion of the Ralston Board
without  the  approval of any other party hereto or of Ralston's shareholders.
In  the event of such termination, no party hereto shall have any Liability to
any  Person  by  reason  of  this  Agreement.



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




AGRIBRANDS  INTERNATIONAL,  INC.          RALSTON  PURINA  COMPANY




By:            /s/   David R. Wenzel          By:        /s/ James R. Elsesser
   ---------------------------------             -----------------------------
     David  R.  Wenzel                                       James R. Elsesser
     Chief  Financial  Officer                         Chief Financial Officer