RESPONSE DUE DECEMBER 31, 1996




                                                  December 2, 1996

PERSONAL AND HIGHLY CONFIDENTIAL


Potential Fiscal 1997 Bonus Plan Participants

Deferral of Potential Fiscal 1997 Protein Sr. Management Incentive Award


The Deferred Compensation Plan  for Key Employees gives  you the opportunity  to
defer all or a portion of your annual cash bonus, subject to the approval of the
Human Resources Committee  of the  Board of  Directors.   In general,  deferring
compensation has the advantage of postponing payment of tax and of allowing  any
earnings on the deferred amount to accumulate free of tax until distributed.

You may elect to defer all or part of the Personal Performance component of your
fiscal 1997  Sr. Management  Incentive Award  into the  deferral options  listed
below.

Because the Personal Performance component is payable in November 1997, elective
deferrals of this component will be effective November 1, 1997.

The Company Performance component of the bonus will not be paid until the end of
a three-year period.  During this  period (November 1997 to November 2000),  the
accrued award  will  be  credited  with interest  at  prime,  identical  to  the
calculation under  the  Variable Interest  option.  Deferral elections  for  the
Company Performance component will be offered  in 1999, the year before  payment
will be made.

To protect the tax status of the 1997 bonus deferral program, you must:

  o  Decide now whether  to defer  all or  part of  the Personal  Performance

     component of the  fiscal 1997 Sr.  Management Incentive bonus  you might
     receive, and
  o  Promptly return the enclosed  election form.   If your election  form is
     not received by  December 31, 1996, you  will not be  able to  defer the
     Personal Performance component of the award.


Deferral Options for 1997:

You may choose from three deferral accounts:
  o  Equity Option, which features a 25% Company match
     (note:  match may not be offered every year);
  o  Short-Term Variable Interest Option (payable in January, 1998);
  o  Variable Interest Option.

                                      -2-



In making your election, please refer to the enclosed Deferred Compensation Plan
for Key Employees Prospectus, dated October 31, 1996.  Also refer to Attachment
1, Factors to Consider.  You should keep in mind that YOUR ELECTION TO DEFER MAY

NOT BE CHANGED.
You are given the opportunity to transfer your deferrals (other than the  match)
between the Equity and Variable Interest accounts.  Transfers are offered  twice
a year (June and December).

Please return one  copy of  the 1997 Deferral Election  form, Attachment 2,  by
December 31, 1996 whether or not you request  a deferral.  A duplicate  form is

enclosed for your records.  To expedite matters, you may return your form by fax
(314-982-2490).   If you  request a  deferral,  it will  be considered  for  the
Personal Performance component of the fiscal 1997 Sr. Management Incentive Award
only.  As with all correspondence involving executive compensation, please treat
this material with the utmost confidentiality.

If you have any questions, please feel free to call me at extension 1918.




                                        Pam Brennan - 1A
                                        Corporate Compensation

Enclosures