Form Of Indemnification Agreement For Directors

Exhibit 10.13


INDEMNIFICATION AGREEMENT


INDEMNIFICATION AGREEMENT (the "Agreement") made this 1st day of April 1998, between AGRIBRANDS INTERNATIONAL, INC., a Missouri corporation (the "Company") and ____________________ ("Director").


WHEREAS, Director is a member of the Board of Directors of Company, and in such capacity is performing a valuable service for Company; and


WHEREAS, the Company's Articles of Incorporation (the "Articles") permit the indemnification of directors, officers, employees and certain agents of the Company, and indemnification is also authorized by Section 351.355 of the Missouri Revised Statutes, as amended to date (the "Indemnification Statute"); and


WHEREAS, the Articles and the Indemnification Statute permit full indemnification of directors absent knowingly fraudulent, deliberately dishonest or willful misconduct; and


WHEREAS, in order to induce Director to serve as a member of the Board of Directors of Company, Company has determined and agreed to enter into this contract with Director;


NOW THEREFORE, in consideration of Director's continued service as a director after the date hereof, the Company and Director agree as follows:


1. Indemnity of Director. Company hereby agrees to hold harmless and indemnify Director to the full extent authorized or permitted by the provisions of the Indemnification Statute, or by any amendment thereof, or any other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.


2. Additional Indemnity. Subject to the exclusions set forth in Section 3 hereof, Company further agrees to hold harmless and indemnify Director against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by Director in connection with any threatened, pending or completed action, claim, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by


or in the right of the Company) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time whether before or after the date of this Agreement, becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.


3. Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by Company:


(a) Except to the extent the aggregate of losses to be indemnified
thereunder exceeds the amount of such losses for which the Director is
indemnified pursuant to Section 1 hereof or pursuant to any insurance
policies or other comparable policies purchased and maintained by the
Company;


(b) In respect to remuneration paid to Director if it shall be finally
judicially adjudged that such remuneration was in violation of law;


(c) On account of any suit for an accounting of profits made from the
purchase or sale by Director of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as
amended or similar provisions of any state or local statutory law;


(d) On account of Director's conduct which is finally judicially
adjudged to have been knowingly fraudulent, deliberately dishonest ...