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                                                                   Exhibit 10(d)

                               PURINA MILLS, INC.
                              EMPLOYMENT AGREEMENT
                              --------------------


           This agreement ("Agreement") has been entered into this 1st day of
September, 1999, by and between Purina Mills, Inc. (the "Company"), and
_________________, an individual (the "Executive").

         WHEREAS, the Company currently employs the Executive as
__________________________ of the Company; and

         WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company and its stockholder to reinforce and
encourage the continued attention and dedication of the Executive to the Company
by guarding against the financial dislocation caused by a termination of the
Executive's employment with the Company without Good Cause (as defined below) or
with Good Reason (as defined below) after the occurrence of a Triggering Event
(as defined below) with respect to the Company; and

         WHEREAS, the Board believes that it is imperative to diminish the
inevitable distraction to the Executive by virtue of the personal uncertainties
and risks created by the possibility of the Executive's employment with the
Company being terminated in connection with a potential or pending Triggering
Event and to encourage the Executive's full attention and dedication to the
Company in the event of any potential or pending Triggering Event; and

         NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

SECTION 1: DEFINITIONS. For purposes of this Agreement, the following words and
phrases, whether or not capitalized, shall have the meanings specified below,
unless the context plainly requires a different meaning.

                  (a) "ANNUAL BASE SALARY" means the base salary set forth in
                  Section 3.3 of this Agreement, as it shall be increased from
                  time to time in the discretion of the Board.

                  (b) "BOARD" means the Board of Directors of the Company.

                  (c) "CHANGE IN CONTROL" means:

                           (i) The acquisition by any individual, entity or
                           group, or a Person (within the meaning of Section
                           13(d)(3) or 14(d)(2) of the Securities Exchange Act
                           of 1934, as amended (the "Exchange Act") of ownership
                           of 50% or more of either (a) the then outstanding
                           shares of common stock of the Company (the
                           "Outstanding Company Common Stock") or (b) the
                           combined voting power of the then outstanding voting
                           securities of the Company entitled to vote generally
                           in the election of directors (the "Outstanding
                           Company Voting Securities"); or

                           (ii) Approval by KII and any of its Subsidiaries who
                           is the record and beneficial owner of the capital
                           stock of the Company at such time of a
                           reorganization, merger or


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                           consolidation, in each case, unless, following such
                           reorganization, merger or consolidation more than 50%
                           of, respectively, the then outstanding shares of
                           common stock of the corporation resulting from such
                           reorganization, merger or consolidation and the
                           combined voting power of the then outstanding voting
                           securities of such corporation entitled to vote
                           generally in the election of directors is then
                           beneficially owned, directly or indirectly, by KII or
                           its Subsidiaries, in the aggregate; or

                           (iii) Approval by KII and any of its Subsidiaries
                           which is the record and beneficial owner of the
                           capital stock of the Company at such time of (a) a
                           complete liquidation or dissolution of the Company or
                           (b) the sale or other disposition of all or
                           substantially all of the assets of the Company, other
                           than to a corporation, with respect to which
                           following such sale or other disposition, more than
                           50% of, respectively, the then outstanding shares of
                           common stock of such corporation and the combined
                           voting power of the then outstanding voting
                           securities of such corporation entitled to vote
                           generally in the election of directors is then
                           beneficially owned, directly or indirectly, by KII or
                           its Subsidiaries, in the aggregate.

                  (d) "DATE OF TERMINATION" means a date that a Notice of
                  Termination is received by the party to whom such notice is
                  being given, unless in the case of the Executive giving the
                  Notice of Termination, the Company specifies another date
                  within five business days after receipt of the Notice of
                  Termination or in the case of the Company giving the Notice of
                  Termination, the Company specifies another date in the Notice
                  of Termination, which date shall not be more than 90 days
                  after giving of such Notice of Termination.

                  (e)  "EFFECTIVE DATE" means the date of this Agreement.

                  (f) "EMPLOYMENT PERIOD" means the period beginning on the
                  Effective Date and ending on the Date of Termination.

                  (g) "GOOD CAUSE" means, when used in connection with the
                  termination of the Executive's employment with the Company by
                  the Company, a termination based upon (i) the Executive's
                  willful and continued failure to substantially perform his
                  duties with the Company (other than as a result of incapacity
                  due to physical or mental condition) that is not corrected
                  within 30 days after a written demand for substantial
                  performance is delivered to the Executive by the Company,
                  which specifically identifies the manner in which the
                  Executive has not substantially performed his duties; (ii)
                  legally sufficient evidence of the Executive's commission of
                  an act constituting a criminal offense involving moral
                  turpitude, dishonesty or breach of trust; or (iii) the
                  Executive's material breach of any provision of this
                  Agreement.

                  (h) "GOOD REASON" means, when used in connection with the
                  termination of the Executive's employment with the Company by
                  the Executive, a termination based upon the following reasons:


                           (i) the assignment by the Company to the Executive of
                           any duties inconsistent in any respect with the
                           Executive's position (including status, offices,
                           titles and reporting requirements), authority, duties
                           and responsibilities as contemplated by this
                           Agreement or any other action by the Company which
                           results in a material

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                           diminution in such position, authority, duties or
                           responsibilities, not mutually agreed to by the
                           Company and the Executive;

                           (ii) (A) the failure by the Company to continue in
                           effect any benefit or compensation plan, stock or
                           similar ownership plan, life insurance plan, health
                           and accident plan or disability plan to which the
                           Executive is entitled as of the Triggering Event
                           Date, provided that the Company may amend, modify or
                           replace such plans as long as the Executive is
                           entitled to benefits under the amended, modified or
                           replaced plan or plans that are substantially similar
                           to those of the plan or plans so amended, modified or
                           replaced; (B) the taking of any action by the Company
                           which would adversely affect the Executive's
                           participation in, or materially reduce the
                           Executive's benefits under, any plans in which the
                           Executive is then currently participating; or (C) the
                           failure of the Company to provide the Executive with
                           paid vacation to which the Executive is entitled;

                           (iii) the relocation of the Executive's primary
                           office location to a site located outside the
                           greater__________________ metropolitan area, without
                           the Executive's prior consent;

                           (iv) a material breach by the Company of any
                           provision of this Agreement;

                           (v) a purported termination by the Company of the
                           Executive's employment otherwise than specifically
                           permitted by this Agreement; or

                           (vi) in connection with a Triggering Event, the
                           failure of a successor of the Company expressly to
                           assume and agree to perform this Agreement pursuant
                           to the provisions of Section 6.4 of this Agreement
                           prior to a Triggering Event; PROVIDED, HOWEVER, that
                           a termination of employment by the Executive shall
                           not be deemed to be for "Good Reason" under this
                           subsection (vi) if such termination of employment
                           occurs: (A) subsequent to an express assumption and
                           agreement to perform this Agreement by such successor
                           on or after a Triggering Event Date or (B) subsequent
                           to a date that is one year after a Triggering Event
                           Date;

                  excluding for this purpose any action not taken in bad faith
                  which is remedied by the Company within 30 days after receipt
                  by the Company of written notice thereof given by the
                  Executive;

                  (i) "INSOLVENCY EVENT" means (i) the commencement of a
                  proceeding by or against the Company under the United States
                  Bankruptcy Code (Title 11, United States Code) or any other
                  laws relating to bankruptcy, insolvency, reorganization,
                  dissolution, or composition of debts; (ii) any general
                  assignment for the benefit of the Company's creditors; (iii)
                  the appointment of a receiver, trustee, custodian, liquidator,
                  or turnaround or workout management team with respect to the
                  Company and/or all or a substantial portion of the

                  Company's assets, either by court action or upon the
                  encouragement or agreement of the creditors of the Company or
                  of the sole shareholder of the Company.



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                  (j) "NOTICE OF NON-RENEWAL" means a written notice by either
                  party to this Agreement of such party's desire not to allow
                  the Term of this Agreement to automatically renew at the end
                  of the then-current Term for another Term. The Notice of
                  Non-Renewal will have the effect of terminating this Agreement
                  at the end of the then-current Term.

                  (k) "NOTICE OF TERMINATION" means a written notice by either
                  party of such party's desire to terminate the Executive's
                  employment with the Company, which notice (i) if the Company
                  is giving the Notice of Termination and the Date of
                  Termination is other than the date of receipt of such Notice,
                  specifies the Date of Termination (which date shall not be
                  more than 90 days after the giving of such Notice of
                  Termination) and (ii) if the termination of the Executive's
                  employment is after a Triggering Event Date, (A) indicates the
                  specific termination provision in this Agreement relied upon,
                  and (B) to the extent applicable, sets forth in reasonable
                  detail the facts and circumstances claimed to provide a basis
                  for termination of the Executive's employment under the
                  provision so indicated. The failure by the Executive or the
                  Company to set forth in the Notice of Termination any fact or
                  circumstance which contributes to a showing of Good Cause or
                  Good Reason shall not waive any right of the Executive or the
                  Company hereunder or preclude the Executive or the Company
                  from asserting such fact or circumstance in enforcing the
                  Executive's or the Company's rights hereunder.

                  (l) "SUBSIDIARY" means any corporation, association,
                  partnership, limited liability company, joint venture or other
                  entity in which another corporation owns or controls, directly
                  or indirectly through another Subsidiary, a majority of the
                  outstanding securities eligible to vote in the election of
                  directors or the equivalent governing body of the particular
                  entity.

                  (m) "TERM" means, initially, a two-year period commencing on
                  the Effective Date and ending on the date of the second
                  anniversary of the Effective Date, and, if renewed in
                  accordance with Section 2.1 of this Agreement, shall mean an
                  additional one-year period commencing on the day after the end
                  of the initial term or any renewal Term, as the case may be.

                  (n) "TRIGGERING EVENT" means (i) a Change in Control of the
                  Company, or (ii) an Insolvency Event.

                  (o) "TRIGGERING EVENT DATE" shall mean the date that the
                  Triggering Event occurs.

SECTION 2:  TERM OF AGREEMENT.

         2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial Term of this
Agreement shall be for two years commencing on the Effective Date, subject to
automatic renewal for a Term of an additional one year commencing immediately
upon the end of the initial Term or the then-current renewal Term, as the case
may be, unless either party to this Agreement gives Notice of Non-Renewal to the
other party not less than 90 days prior to the end of the initial Term or the
then-current renewal Term, as the case may be. In the event that such a Notice
of Non-Renewal is given as set forth in this Section 2.1, the Term of this
Agreement will end on the last day of the initial Term or the then-current
renewal Term, as the case may be, but the employment of the Executive will
continue with the Company on an "at will" basis.



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         2.2 TERMINATION OF THE EMPLOYMENT PERIOD. Notwithstanding Section 2.1
of this Agreement, either party to this Agreement may terminate the Executive's
Employment Period (and the Executive's employment with the Company) at any time
during the Term by giving a Notice of Termination to the other party, without
any liability except as specified in Section 4 of this Agreement.

SECTION 3:  TERMS AND CONDITIONS OF EMPLOYMENT.

         3.1 PERIOD OF EMPLOYMENT. The Executive shall remain in the employ of
the Company throughout the Employment Period in accordance with the terms and
provisions of this Agreement. This Agreement shall remain in full force and
effect notwithstanding subsequent changes in the Executive's location of
employment, duties or authority or any changes in the identity of the
corporation to which the Executive's compensation is charged, provided that said
corporation is either the Company, KII or a Subsidiary of the Company or KII and
provided further that certain of such changes in connection with a Triggering
Event may constitute Good Reason for purposes of this Agreement.

         3.2 POSITIONS AND DUTIES. During the Employment Period, the Company
hereby employs the Executive and the Executive hereby accepts such employment as
__________________________ of the Company, subject to the reasonable directions
of the Chief Executive Officer of the Company and the Board. The Executive shall
have such authority and shall perform such duties as are specified in the Bylaws
of the Company for the office and position to which he has been appointed
hereunder and shall so serve, subject to the control exercised by the Chief
Executive Officer of the Company and the Board from time to time. The Executive
agrees to devote such of his time, attention and energy to the business of the
Company as may be required to perform the duties and responsibilities assigned
to him to the best of his ability and with reasonable diligence; PROVIDED, that
it shall not be a violation of this Section 3.2 for the Executive to serve on
corporate, industry, legal, civic or charitable association boards and
committees.

         3.3 COMPENSATION. The Executive's minimum base salary under this
Agreement (which may be increased but not decreased during the Term of this
Agreement) will be $____________, per annum, payable in accordance with the
Company's current payroll practices. In addition to the Annual Base Salary, the
Executive shall be awarded the opportunity to earn an incentive bonus on an
annual basis ("Incentive Bonus") under any incentive compensation plan which is
generally available to other similarly situated executives of the Company and
such other individual incentives as may be agreed to by the Board. The Incentive
Bonus which the Executive will have an opportunity to earn shall be reviewed at
least annually and may be adjusted at the discretion of the Chief Executive
Officer of the Company and the Board, dependent upon the Executive's performance
and in accordance with the Company's policies.

         3.4 PARTICIPATION IN 401(K) PLAN. The Executive is eligible to
participate in the Company's 401(k) Plan, based upon current eligibility
requirements and subject to the terms and conditions of such plan.

         3.5 PARTICIPATION IN PENSION PLAN. The Executive is eligible to
participate in the Company's "defined benefit" pension plan, based on current
eligibility requirements and subject to the terms and conditions of such plan.

         3.6 PARTICIPATION IN MEDICAL AND DENTAL INSURANCE PLANS AND WELFARE
BENEFITS. The Executive and his eligible dependents are eligible to participate
in the Company's medical and dental insurance plans and welfare benefits, based
upon current eligibility requirements and subject to the terms and conditions of
such plan.



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SECTION 4:   BENEFITS UPON TERMINATION.

         4.1 NOT IN CONNECTION WITH A TRIGGERING EVENT. If the Executive's
employment with the Company is terminated by the Company without Good Cause not
in connection with a Triggering Event, then upon the negotiation and execution
of a mutually acceptable settlement and release agreement by the Company and the
Executive (which shall be promptly negotiated in good faith by the Company and
the Executive), in addition to any accrued salary and other payments owed to the
Executive under the Company's other severance plans and policies, the Company
shall pay the Executive an amount equal to the Executive's then-current Annual
Base Salary. In the case of a termination of the Executive's employment with the
Company not in connection with a Triggering Event for any reason other than as
stated in this Section 4.1, the Executive shall be entitled only to accrued
salary and other payments owed to the Executive under the Company's other
severance plans and policies.

         4.2 IN CONNECTION WITH A TRIGGERING EVENT. If (a) a Triggering Event
occurs during the Employment Period and within two year after the Triggering
Event Date (i) the Company shall terminate Executive's employment with the
Company without Good Cause, or (ii) the Executive shall terminate employment
with the Company for Good Reason, OR, alternatively, (b) one of the
above-described terminations of employment occurs within the three-month period
prior to the earlier of (i) a Triggering Event Date or (ii) the execution of a
definitive agreement or contract that eventually results in a Triggering Event,
then, in addition to any accrued salary and other payments owed to the Executive
under the Company's other severance plans and policies, the Company shall pay to
the Executive an amount equal to two times the Executive's then-current Annual
Base Salary plus two times the greater of the Incentive Bonus: (x) paid to the
Executive for the most recently completed fiscal year of the Company prior to
the Triggering Event or (y) the Incentive Bonus paid or to be paid to the
Executive for the fiscal year in which the Triggering Event occurs, in a
lump-sum payment, after either (y) the Date of Termination, in the case where
the sequence of the requisite events is as set forth in subsection (a) above or
(z) the Triggering Event Date, in the case where the sequence of the requisite
events is as set forth in subsection (b) above. In the case of any termination
of the Executive's employment with the Company in connection with a Triggering
Event for any reason other than as stated in this Section 4.2 above, the
Executive shall be entitled only to accrued salary and other payments owed to
the Executive under the Company's other severance plans and policies.

               4.3 CONTINUATION OF MEDICAL AND DENTAL INSURANCE PLANS OR WELFARE
BENEFITS. In the event that payments are due and owing by the Company to the
Executive as set forth in Section 4.2 of this Agreement, in addition to such
payments, the Company will either continue the Executive's medical and dental
insurance plans or welfare benefits as provided on the Date of Termination by
the Company or will pay for equivalent medical and dental coverage until such
coverage is replaced by new medical or dental insurance plans and welfare
benefits by the Executive's new employer or the employer of the Executive's
spouse; PROVIDED, HOWEVER, that, in no case, will such continuation of coverage
or payments in lieu thereof extend for a period of more than two years after the
Date of Termination.

         4.4 PLACEMENT SERVICES. In the event that payments are due and owing by
the Company to the Executive as set forth in Section 4.2 of this Agreement, the
Company will pay for executive placement services from a professional placement
company of the Executive's choice; provided, however, that in no case shall such
services at the expense of the Company extend beyond 12 months after the Date of
Termination or the expense for such services paid by the Company exceed $30,000
in the aggregate.



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         4.5 SALE OF ALL EQUITY, OPTIONS OR SIMILAR EQUITY INSTRUMENTS IN THE
COMPANY. To the extent not otherwise set forth in the agreements under which
equity, options or similar equity instruments in the Company are issued or sold
to the Executive, only upon termination of the Executive's employment with the
Company without Good Cause or for Good Reason (each after a Triggering Event),
the equity, options or similar equity instruments then-outstanding that are not
vested shall fully vest. If the Executive's employment with the Company
terminates for any reason, the Executive shall be required to sell all such
equity, options, similar equity instruments to the Company at a price to be set
forth in the particular program pursuant to which the equity, option or similar
equity instrument was initially issued.

         4.6 SPECIAL TREATMENT UNDER CAPITAL ACCUMULATION PLANS. If at any time
during the two-year period after the occurrence of a Triggering Event, the
Executive's employment with the Company is terminated either by the Company
without Good Cause or by the Executive with or without Good Reason then, to the
extent that the Executive is participating in one or more of the Company's
Capital Accumulation Plans (as defined below) on the date of such termination of
employment, the Executive shall be deemed to have been "involuntarily
terminated" for all purposes under such plan or plans. For purposes of this
Section 4.6, "Capital Accumulation Plans" shall mean the Purina Mills, Inc. 1987
Capital Accumulation Plan for Key Employees; the Purina Mills, Inc. 1988 Capital
Accumulation Plan for Key Employees; the Purina Mills, Inc. 1989 Capital
Accumulation Plan for Key Employees; the Purina Mills, Inc. 1990 Capital
Accumulation Plan for Key Employees; and the Purina Mills, Inc. Discretionary
1992 Capital Accumulation Plan for Key Employees.

         4.7 ADJUSTMENT FOR "EXCESS PARACHUTE PAYMENTS". Notwithstanding
anything in this Agreement to the contrary, in the event that the Company's
independent public accountant shall determine that any payment or distribution
by the Company to or for the benefit of the Executive (whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or
otherwise) (a "Payment") would be nondeductible by the Company for federal
income tax purposes because of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), or would constitute an "excess parachute payment"
(as defined in Code Section 280G), then the aggregate present value of amounts
payable or distributable to or for the benefit of the Executive pursuant to this
Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced (but not below
zero) to the "Reduced Amount" (as defined in the next sentence). For purposes of
this Section 4.6, the "Reduced Amount" shall be an amount expressed in present
value which maximizes the aggregate present value of the Agreement Payments
without causing any Payment to be nondeductible by the Company because of Code
Section 280G or without causing any portion of the Payment to be subject to the
excise tax imposed by Code Section 280G.

         If the Company's independent public accountant determines that any
Payment would be nondeductible by the Company because of Code Section 280G or
that any portion of the Payment will be subject to the excise tax imposed by
Code Section 280G, the Company shall promptly give the Executive written notice
to that effect and a copy of the detailed calculation thereof, including the
dollar amount of the Reduced Amount. The Executive may then elect, in his sole
discretion, which and how much of the Agreement Payments shall be eliminated or
reduced (as long as after such election the aggregate present value of the
Agreement Payments equals the Reduced Amount), and shall advise the Company in
writing of his election within 10 days of his receipt of such notice from the
Company. If no such election is made by the Executive within such 10-day period,
the Company may elect which and how much of the Agreement Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Agreement Payments equals the Reduced Amount) and shall notify the
Executive in writing promptly after such election. For purposes of this Section
4.6, present value shall be determined in



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accordance with Code Section 280G(d)(4). All determinations made by the
Company's independent public accountant under this Section 4.6 shall be binding
upon the Company and the Executive and shall be made within 60 days of the
termination of the Executive's employment with the Company. As promptly as
practicable following such determination and the elections under this Section
4.6, the Company shall pay to or distribute to or for the benefit of the
Executive, such amounts as are then due to the Executive under this Agreement
and shall promptly pay to or distribute for the benefit of the Executive in the
future such amounts as shall become due and payable to the Executive under this
Agreement.

         As a result of the uncertainty in the application of Code Sections 280G
and 4999 at the time of the initial determination by the Company's independent
public accountant hereunder, it is possible that Agreement Payments that are
made by the Company to or for the benefit of the Executive should not have been
made (an "Overpayment") or that additional Agreement Payments which have not
been made to or for the benefit of the Executive should have been made (an
"Underpayment"), in each case, consistent with the calculation of the Reduced
Amount hereunder. In the event that the Company's independent public accountant,
based upon the assertion of a deficiency by the Internal Revenue Service against
the Company or the Executive which the independent public accountant believes
has a high probability of success, determines that an Overpayment has been made,
any such Overpayment shall be treated for all purposes as a loan to the
Executive which the Executive shall repay to the Company together with interest
at the applicable federal rate provided for in Code Section 7872(f)(2)(A);
PROVIDED, HOWEVER, that no amount shall be payable by the Executive to the
Company if and to the extent such payment would not reduce the amount which is
subject to taxation under Code Section 4999 against the Executive or if the
period of limitations for the assessment of tax under Code Section 4999 against
the Executive has expired. In the event that an Underpayment has occurred, any
such Underpayment shall be promptly paid by the Company to or for the benefit of
the Executive together with interest at the applicable federal rate provided for
in Code Section 7872(f)(2)(A).

SECTION 5:  NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.

          5.1 NON-COMPETE AGREEMENT. It is agreed that during the period
beginning on the Effective Date and ending either (a) one year after the Date of
Termination where the termination of the Executive's employment is not in
connection with a Triggering Event, or (b) two years after the Date of
Termination where the termination of the Executive's employment is in connection
with a Triggering Event, regardless of whether such termination is by the action
of the Executive or the Company or by mutual agreement, the Executive shall not,
either for himself or on behalf of any person, firm or corporation (whether for
profit or otherwise) engage in any form of competition with the Company,
directly or indirectly, through any commercial venture, as a partner, officer,
director, stockholder, advisor, employee, consultant, agent, salesman, venturer
or otherwise, in the business of (y) developing, manufacturing and marketing
animal nutrition products and programs for dairy cattle, beef cattle, hogs,
horses, rabbits, zoo animals, laboratory animals, poultry, birds, fish and pets,
or (z) engaging in retailing operations competitive with America's Country
Store, in the United States unless such business lines are not then operated by
the Company. This requirement, however, will not limit the Executive's right to
invest in the capital stock or other equity securities of any corporation, the
stock or securities of which are publicly owned or are regularly traded on any
public securities exchange. In addition, notwithstanding this Section 5.1, if
the Executive's employment is terminated by the Company without Good Cause after
a Triggering Event or if the Executive terminates his employment with the
Company for Good Reason after a Triggering Event, then the Executive will not be
subject to the restrictions of this Section 5.1.



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         5.2 CONFIDENTIAL INFORMATION. The Executive acknowledges that during
his employment with the Company, he may develop or be exposed to confidential
information concerning the Company's inventions, processes, methods, services,
developments, strategies, plans, financial information, customer lists,
technical information, financial data, process technology, drawings, blueprints,
financial forecasts and projections and confidential affairs, property of a
proprietary nature and trade secrets of the Company or its licensors or
customers. The Executive agrees that the maintenance of the proprietary
character of such information and property to the full extent feasible is
important and that for so long as any such confidential information and trade
secrets may remain confidential, secret or otherwise wholly or partially
protectable, either during or after the Executive's Employment Period, the
Executive shall not use or divulge such confidential information or property
except as permitted or required by the duties of the Executive's employment with
the Company. The Executive shall not remove any property of a proprietary nature
from the Company's premises except as required by the duties of the Executive's
employment. The Executive shall return to the Company upon termination of his
employment with the Company, all models, drawings, photographs, writings,
records, papers or other properties produced by the Executive or coming into his
possession by or through his employment with the Company.

         5.3 NON-DIVERSION. During the Employment Period and for two years after
the Date of Termination, the Executive shall not directly or indirectly or by
aid to others, do anything which could be expected to divert from the Company
any trade or business with any customer of the Company who the Executive had any
contact or association during the one year immediately preceding the Date of
Termination.

         5.4 REASONABLENESS OF RESTRICTIONS. The Executive agrees that the
period and areas of restriction following the Date of Termination, as set forth
in this Section 5, are reasonably required for the protection of the Company and
its business, as well as the continued protection of the Company's employees. If
any one or more of the covenants, agreements or provisions contained herein
shall be held to be contrary to the policy of a specific law, though not
expressly prohibited, or against public policy, or shall for any other reason
whatsoever be held invalid, then such particular covenant, agreement or
provision shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions, and shall in no way affect the
validity of any of the other covenants, agreements and provisions hereof. The
parties hereto agree that in the event that either the length of time or the
geographic area set forth herein is deemed too restrictive in any court
proceeding, the court may reduce such restrictions to those which it deems
reasonable under the circumstances.

         5.5 EQUITABLE RELIEF. Any action by the Executive contrary to the
restrictive covenants contained in this Section 5 may as a matter of course be
restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law. In
the event of the breach of the Executive's covenants as set forth in this
Section 5 and the Company's obtaining of injunctive relief, the period of
restrictions set forth herein shall be tolled during the pendancy of such
proceedings until the issuance of an order.

SECTION 6:   MISCELLANEOUS.

         6.1 NOTICE. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses as set forth below; provided that all notices to the
Company shall be directed to the attention of the General Counsel of the
Company, or to such other address as one party may have



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furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

                    Notice to the Executive
                    -----------------------

                    -------------------

                    -------------------

                    -------------------

                    Notice to the Company
                    ---------------------

                    Purina Mills, Inc.
                    1401 South Hanley Road
                    St. Louis, Missouri  63144

         6.2 WAIVER. The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement and shall not operate or be construed as a waiver of any subsequent
breach of the same provision.

         6.3 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Missouri, without reference to its
conflict of law principles.

         6.4 SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of any successor of the Company and any such successor shall be deemed
to be substituted for the Company under the terms of this Agreement. The Company
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform the provisions of
this Agreement as if no such succession had taken place. As used in this
Agreement, "the Company" shall mean the Company as hereinbefore defined or any
successor to the Company's business and/or assets which assumes and agrees to
perform this Agreement.

         6.5 ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and supersedes any prior
written or oral agreements, understandings, discussions or negotiations with
respect thereto.

         6.6 PAYMENT OF LEGAL FEES. In any litigation or other proceeding
relating to this Agreement that is finally decided in favor of the Executive,
the Executive shall be entitled to payment by the Company of the Executive's
costs and reasonable attorneys' fees actually incurred by the Executive in
asserting his rights under this Agreement.



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         IN WITNESS WHEREOF, the Executive and the Company, pursuant to the
authorization from its Board, have caused this Agreement to be executed in its
name on its behalf, all as of the day and year first above written.



                               -------------------------------------------------
                               (Executive)


                               PURINA MILLS, INC.


                               By_______________________________________________
                               Name:
                               Title:



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