Form Of Indemnification Agreement

Exhibit 10.14


INDEMNIFICATION AGREEMENT


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


WHEREAS, Officer is an executive officer of the 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 1978, as amended to date (the "Indemnification Statute"); and


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


WHEREAS, in order to induce Officer to continue to serve as a Corporate Officer of the Company, Company has determined and agreed to enter into this contract with Officer;


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


1. Indemnity of Officer. Company hereby agrees to hold harmless and indemnify Officer 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 Officer against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by Officer 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 Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Officer 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 Officer 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 Officer 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 Officer of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended


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or similar provisions of any state or local sta ...