Form Of Non-qualified Stock Option

EXHIBIT 10.2


NON-QUALIFIED STOCK OPTION


AGRIBRANDS INTERNATIONAL, INC. (the "Company"), effective May 29, 1998, grants this Non-Qualified Stock Option to _________________ ("Optionee") to purchase a total of _____________shares of Agribrands International, Inc. Common Stock ("Agribrands Stock") at a price of $34.25 per share pursuant to its 1998 Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and the following terms, Optionee may exercise this Option from time to time by tendering to the Company written notice of exercise together with the purchase price in cash, or in shares of Agribrands Stock at their Fair Market Value as determined by the Nominating and Compensation Committee (the "Committee"), or both.


1. Normal Exercise. This Option becomes exercisable on May 29, 2003. This
Option remains exercisable through May 28, 2008, unless Optionee is no
longer employed by the Company, in which case the Option is exercisable
only in accordance with the provisions of Section 3 below.


2. Acceleration. Notwithstanding the above, this Option is fully exercisable
before the normal exercise dates set forth in Section 1 hereof upon the
occurrence of any of the following events while Optionee is employed by the
Company.


a. Death of Optionee;


b. Declaration of Optionee's Disability;


c. The voluntary termination of employment of Optionee at or after
attainment of age 62;


d. The involuntary termination of employment of Optionee, other than a
Termination for Cause, including but not limited to, the sale or other
disposition of the stock of the Company or of substantially all of the
assets of the Company; or


e. A Change of Control.


3. Exercise After Certain Events. Upon the occurrence of any of the events
described below, any shares exercisable on the date of such event shall
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