3. Waiver & Release

 Exhibit 10(d)


      This  Agreement Upon Separation Of Employment ("Agreement") is  made  and
entered  into  by  and  between  Douglas J.  Ralston,  his  successors,  heirs,
administrators, executors, personal representatives and assigns ("Ralston") and
The  Quaker  Oats  Company,  its officers, directors, shareholders,  employees,
agents,  assigns, subsidiaries, divisions, parents, affiliates  and  successors
("Quaker"),  collectively "the parties."  The Agreement shall become  effective
seven (7) days after it is executed by Ralston.

1.    Economic Consideration to Ralston

      Upon becoming effective, this Agreement shall satisfy the Quaker Officers
Severance Program's (the "Program") prerequisites that in order to qualify  for
Program  benefits, an officer must execute a valid waiver and  release  of  all
potential  claims and sign an agreement containing several covenants, including
a  non-competition provision.  In addition, Ralston shall receive the following
consideration,  to  which  he would not be entitled  in  the  absence  of  this

      A.    Ralston's active employment with Quaker is terminating on March 31,
1998.  After severance payments under the Program have expired, and subject  to
the  provisions in Paragraph 5, Quaker shall pay Ralston an amount equal to one
year  of  Program payments (i.e., final salary plus average bonus).   This  sum
shall be paid in equal semi-monthly installments commencing as soon as payments
to  him  under the Program expire, and terminating on September 30, 2000 (i.e.,
each individual semi-monthly payment will be smaller than semi-monthly payments
under  the Program, but there will be more than 24 such payments, and the total
of  all  such  payments  will  equal one year's  worth  of  Program  payments).
Payments  under  this  paragraph 1(A) are consideration for  the  covenants  in
paragraph 5, not for anything else.

      B.   As soon as Program benefits end and continuing through September 30,
2000,  Quaker  shall  provide Ralston with the same insurance  coverage  as  is
provided under the Program.  This benefit is part of the consideration for  the
Waiver  and  Release  in  paragraph  3, and  the  Miscellaneous  Agreements  in
paragraph 4.

2.    Termination Of Employment

      Ralston  understands  and agrees that his active employment  relationship
with  Quaker,  its  parent  companies,  affiliates  and  successors,  will   be
permanently  and irrevocably severed as of March 31, 1998.  Ralston  agrees  he
shall  not  apply or otherwise seek reinstatement or reemployment by Quaker  at
any  time,  and  that Quaker has no obligation, contractual  or  otherwise,  to
rehire, reemploy or recall him in the future.  Ralston further stipulates  that
this  agreement  is  sufficient  cause for  Quaker  to  deny  any  request  for
rescission, rehire, reemployment or recall.

      Ralston  agrees that prior to the effective date of his termination  from
active  employment,  he  will  return all Quaker property,  including  but  not
limited to keys, office pass, credit cards, computers, office equipment,  sales
records and data.  Ralston further agrees that within sixty (60) days after his
termination  date,  he  will  submit all outstanding  expenses  and  clear  all
advances and his personal advance account, if any.

3.    Waiver & Release

      A.    Ralston  waives, releases and discharges Quaker from  any  and  all
claims  and  liabilities,  demands, actions and  causes  of  action,  including
attorneys' fees and costs and participation in a class action lawsuit,  whether
known  or  unknown,  fixed or contingent, that he may have  or  claim  to  have
against  Quaker  as  of  the  date this Agreement becomes  effective.   Ralston
further  covenants  not  to file a lawsuit or participate  in  a  class  action
lawsuit to assert such claims.  Without limitation, Ralston specifically waives
all  claims  for  back  pay, future pay or any other form  of  compensation  or
income,  except as provided below.  This waiver includes but is not limited  to
claims  arising  out  of  or  in any way related  to  Ralston's  employment  or
termination  of  employment  with Quaker, including age  discrimination  claims
under  the  Age  Discrimination In Employment Act (as amended),  discrimination
claims  under  Title VII of the Civil Rights Act of 1964 (as  amended)  or  the
Americans  with Disabilities Act, claims for breach of contract, and any  other
statutory or common law cause of action under state, federal or local law.

     However, Ralston does not waive, release, discharge or covenant not to sue
for  enforcement of any rights or claims that arise out of conduct or omissions
which  occur  entirely  after the date this Agreement  becomes  effective.   In
addition,  he does not waive any rights he may have as an employee on  inactive
status  and/or as a former employee, as the case may be, under any of  Quaker's
fringe  benefit  or incentive plans (e.g., its pension plan, the  Program,  the
Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment
for   unused   vacation,  if  any,  pursuant  to  Quaker's   vacation   policy.
Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such
benefits  shall  continue to be governed by the ERISA plans,  contracts  and/or
Quaker policies that exist independent of this Agreement.

      B.    Quaker  waives, releases and discharges Ralston from  any  and  all
claims  and  liabilities,  demands, actions and  causes  of  action,  including
attorneys' fees and costs, that it may have or claim to have against Ralston as
of  the  date this Agreement becomes effective; provided, this waiver,  release
and  discharge  only apply to claims as to which Quaker's senior officers  were
aware, on or before the effective date of this Agreement, of all material facts
necessary  to establish Ralston's liability; and further provided, Quaker  does
not  waive,  release, discharge or covenant not to sue for enforcement  of  any
rights  or  claims that arise out of conduct or omissions which occur  entirely
after the date this Agreement becomes effective.

      C.   The parties stipulate that nothing contained in this Agreement shall
be  construed as an admission by either of them of any liability, wrongdoing or
unlawful  conduct.   It  is understood that both Quaker and  Ralston  deny  any
liability,  wrongdoing or unlawful conduct, and each is providing consideration
for  this  waiver and release solely in order to resolve any potential disputes
between them amicably and to avoid the expense of potential litigation.

4.    Miscellaneous agreements

      The covenants and agreements set forth in this paragraph shall remain  in
effect  until  March 31, 2001.  Covenants 4(A) and 4(B) are material  parts  of
this Agreement, so a material breach of either of them by Ralston would entitle
Quaker, at its discretion, to rescind this Agreement, in addition to any  other
legal or equitable remedies it might have for breach:

      A.    Ralston shall provide accurate information or testimony or both  in
connection  with  any legal matter if so requested by Quaker.   He  shall  make
himself available upon request to provide such information and/or testimony, in
a  formal  and/or  an  informal setting in accordance  with  Quaker's  request,
subject  to  reasonable  accommodation of his  schedule  and  reimbursement  of
reasonable  expenses,  including reasonable and  necessary  attorney  fees  (if
independent legal counsel is reasonably necessary).

      B.   Ralston shall cooperate with media requests for interviews regarding
his  termination  and/or  Quaker, unless directed  otherwise  by  Quaker  in  a
particular  instance.   He  shall not disparage The Quaker  Oats  Company,  its
products,  or any of its directors, officers or employees in these  interviews,
nor  in  any other private or public setting; provided, if Ralston is compelled
to  provide testimony under oath, he shall testify truthfully without regard to
whether his testimony is favorable or unfavorable to Quaker, and such testimony
shall  be  protected against claims under this Agreement by the same  privilege
that would apply to a defamation claim.

      C.    The Quaker Oats Company, and any officer or director acting on  its
behalf,  shall  answer  all reference inquiries directed  to  The  Quaker  Oats
Company regarding Ralston by stating only his positions held, compensation  and
dates  of  employment.   No  additional information shall  be  provided  unless
authorized  in advance, in writing, by Ralston.  Ralston agrees to  direct  all
requests  for  references  from Quaker to the highest ranking  Human  Resources
officer within Quaker.

5.    Prohibited Conduct

      A.   Ralston covenants and agrees that through the dates set forth below,
he shall not engage in any of the following activities anywhere in the world:

           i.    Non-competition.  Ralston shall not undertake any  employment,
consulting  position or ownership interest which involves his Participation  in
the  management of a business entity that markets, sells, distributes, licenses
or  produces  Covered Products, unless that business entity's sole  involvement
with  Covered  Products  is  that it makes retail  sales  or  consumes  Covered
Products,  without  competing in any way against Quaker.  This  covenant  shall
remain in effect until September 30, 2000.

                a.   "Participation"  shall be construed  broadly  to  include,
without limitation:  (1) holding a position in which he directly manages such a
business  entity;  (2)  holding a position in which anyone  else  who  directly
manages  such  a business entity is in Ralston's reporting chain  or  chain-of-
command  (regardless  of  the number of reporting  levels  between  them);  (3)
providing  input, advice, guidance, or suggestions regarding the management  of
such  a  business  entity  to  anyone responsible  therefor;  (4)  providing  a
testimonial on behalf of such an operation or the product it produces;  or  (5)
doing  anything else which falls within a common sense definition of  the  term
"participation," as used in the present context.

                b.  "Covered Products" mean any product which falls into one or
more  of  the following categories, so long as Quaker is producing,  marketing,
distributing, selling or licensing such product anywhere in the world:   sports
beverages;  thirst  quenching  beverages; hot  cereals;  ready-to-eat  cereals;
pancake  mixes;  grain-based snacks; value-added rice products; pancake  syrup;
value-added  pasta products; dry pasta products; and items Quaker produces  for
the food service market.

           ii.   Raiding Employees.  Ralston shall not in any way, directly  or
indirectly  (including through someone else acting on Ralston's recommendation,
suggestion,  identification  or advice), facilitate  or  solicit  any  existing
Quaker  employee  to leave the employment of Quaker or to accept  any  position
with  any  other company or corporation.  This covenant shall remain in  effect
until   March  31,  2001.   For  purposes  of  this  provision,  the  following
definitions apply:

                a.   "Existing  Quaker employee" means  someone:   (1)  who  is
employed  by Quaker on or before the date when Ralston's employment terminates;
(2) who is still employed by Quaker as of the date when the facilitating act or
solicitation  takes  place; and (3) who holds a manager,  director  or  officer
level  position at Quaker (or an equivalent position based on job duties and/or
Hay points, regardless of the employee's title).

                b.   The  terms "solicit" and "facilitate" shall be  given  the
ordinary, common sense meaning appropriate in the present context.

          iii. Non-disclosure.  Ralston shall not use or disclose to anyone any
confidential information regarding Quaker.  For purposes of this provision, the
term  "confidential information" shall be construed as broadly as Illinois  law
permits and shall include all non-public information Ralston acquired by virtue
of  his  positions with Quaker which might be of any value to a  competitor  or
which might cause any economic loss (directly or via loss of an opportunity) or
substantial embarrassment to Quaker or its customers, distributors or suppliers
if  disclosed.   Examples  of  such confidential information  include,  without
limitation,   non-public  information  about  Quaker's  customers,   suppliers,
distributors  and  potential acquisition targets; its business  operations  and
structure; its product lines, formulas and pricing; its processes, machines and
inventions;  its research and know-how; its financial data; and its  plans  and
strategies.  This covenant shall remain in effect until March 31, 2001.

     B.   In the event of a breach, threatened breach or situation that creates
an  inevitable breach of any term of this paragraph by Ralston, Quaker shall be
entitled  to  an  injunction compelling specific performance,  restraining  any
future  violations and/or requiring affirmative acts to undo  or  minimize  the
harm to Quaker, in addition to damages for any actual breach that occurs.   The
parties  stipulate and represent that breach of any provision of this paragraph
would  cause irreparable injury to Quaker, for which there would be no adequate
remedy  at  law,  due  among  other  reasons  to  the  inherent  difficulty  of
determining   the  precise  causation  for  loss  of  customers,   confidential
information and/or employees and of determining the amount and ongoing  effects
of such losses.

      C.    In  the event Ralston breaches any term of this Paragraph 5, Quaker
shall  have the option of seeking injunctive relief or cancelling the  payments
due  under  paragraph  1(A)  of this Agreement.  Quaker's  right  to  terminate
Program  benefits  is spelled out in the Program, and is not affected  by  this

      D.    In  the event Quaker elects to pursue injunctive relief,  then  the
following rules shall apply:

           i.    While  litigation  over the requested injunction  is  pending,
Quaker may, in its discretion, withhold payments otherwise due to Ralston under
paragraph  1(A);  provided,  Quaker's right to  terminate  or  suspend  Program
benefits, which are separate from the benefits described in paragraph 1(A),  is
spelled out in the Program and is not affected by this provision.

           ii.   If,  at  the conclusion of the litigation, Quaker successfully
obtains full injunctive enforcement of all provisions in this paragraph 5  that
it attempts to enforce, then Quaker shall pay Ralston all amounts otherwise due
under  paragraph 1(A) that were withheld and shall resume making  all  payments
required under paragraph 1(A), and shall likewise pay all Program payments that
were withheld.

           iii.  If, at the conclusion of the litigation, Quaker obtains  some,
but  not  all,  of  the injunctive relief it seeks under this  paragraph,  then
Quaker shall make an election.  It may either accept the injunction and proceed
as  specified in subparagraph (ii) above, or it may elect to voluntarily vacate
and/or  not  enforce the injunction, in which event it shall have no obligation
to resume paying Ralston under paragraph 1(A), nor to pay withheld amounts.

           iv.   If  a court entirely declines to enforce paragraph 5  of  this
Agreement  or  holds  it  invalid or void, then Quaker shall  have  no  further
obligation  to pay Ralston under paragraph 1(A), including sums withheld  while
litigation was pending.

           v.    If  a  court  holds that the provisions  of  paragraph  5  are
enforceable,  but further finds that Ralston did not breach any of  them,  then
Quaker  shall pay Ralston all amounts otherwise due under paragraph  1(A)  that
were  withheld,  and shall resume making all payments required under  paragraph

           vi.   Ralston shall have no claim for damages based on any delay  in
the  payments  due  under  Paragraph 1(A) that results  from  a  suspension  of
payments  or withholding in accordance with the preceding provisions; PROVIDED,
if  payment of withheld amounts subsequently is required, then along with  such
payment Quaker shall pay Ralston interest at an annualized rate of 6.0%.

           vii.  For purposes of this paragraph, litigation shall not be deemed
to  have concluded, and no payment shall be due, until all potential appeals by
all parties are waived or exhausted.

     E.   Recitals:  Ralston stipulates and represents that the following facts
are   true,  and  further  understands  and  agrees  that  they  are   material
representations upon which Quaker is relying in entering into this Agreement:

           i.    Ralston has been Senior Vice President of Human Resources  for
several  years,  and  in  that capacity has been a member  of  Quaker's  Senior
Leadership  Team.   In these positions, he participated in forming  and/or  was
informed about the details of operational plans and strategic long range  plans
for  all of Quaker's businesses.  Without limitation, he has detailed knowledge
regarding business plans, new product development, pricing structure, marketing
plans,  sales  plans, distribution plans, and supply chain  plans  for  all  of
Quaker's products.  This is:  (1) information Ralston gained by virtue  of  his
employment at Quaker; (2) highly confidential and secret information from which
Quaker  derives  economic  value,  actual or  potential,  from  its  not  being
generally known to other persons outside Quaker who might obtain economic value
from  its  disclosure or use; (3) information known within Quaker only  to  key
employees  and those who need to know it to perform their jobs; (4) information
regarding   which  Quaker  has  taken  reasonable  measures  to  preserve   its
confidentiality; (5) information that could not easily be duplicated by others,
and  which  Quaker  required considerable time and effort to develop;  and  (6)
information  which is likely to remain valuable and secret for at  least  three

           ii.   By  virtue of his employment at Quaker, Ralston has  developed
personal  and business relationships with existing Quaker employees,  which  he
otherwise  would  not  have had.  By virtue of his position  as  Quaker's  most
senior Human Resources officer, he also has acquired detailed knowledge  as  to
which  existing  Quaker employees are critical to Quaker's success  and  future
plans,  and  which  ones have skills or contacts that would be  valuable  to  a

6.    Advance Determination Of Permitted/Prohibited Conduct

      Ralston may request an advance written determination from Quaker's  Chief
Executive  Officer  as to whether taking a proposed action  or  job  would,  in
Quaker's  opinion, constitute a breach of this Agreement.  In that  event,  and
provided  that  Ralston  discloses in writing  all  material  facts  about  the
proposed  action or job, Quaker shall make a reasonable effort  to  respond  to
Ralston's request for an advance written determination within ten (10) business
days  after  receiving  it; PROVIDED, that if circumstances  materially  change
after  the  advance determination is made (e.g., if the duties of a job  change
after Ralston accepts it), the determination may be reconsidered and revised or
reversed  upon  thirty  days advance written notice to Ralston.   Quaker  shall
treat  as confidential any non-public information Ralston communicates as  part
of a request for an advance determination.

7.    Choice Of Law And Forum; Attorney Fees

      A.   This Agreement shall be governed by and construed in accordance with
the  laws  of  the State Of Illinois, without giving effect to  choice  of  law

      B.    In  the  event of any litigation over this Agreement or an  alleged
breach thereof, Ralston consents to submit to the personal jurisdiction of  any
court, state or federal, in the State of Illinois.  The parties agree that  the
Illinois courts, state or federal, shall be the exclusive jurisdiction for  any
litigation over this Agreement or an alleged breach thereof.

      C.    In the event of litigation between Ralston and Quaker regarding any
provision of this Agreement, the party which prevails in such contest shall  be
entitled  to  receive  from  the  other party,  in  addition  to  any  damages,
injunction, or other relief awarded by a court, reimbursement of all litigation
costs  and  expenses, including reasonable attorney fees, which the  prevailing
party reasonably incurred as a result of such litigation, plus interest at  the
applicable  federal rate provided for in Section 7872(f)(2)(A) of the  Internal
Revenue  Code  of  1986, as amended.  If, in a particular contest,  each  party
prevails on one or more issues, the court shall exercise its equitable judgment
to  determine which, if either, should be considered the prevailing  party  and
the percentage of that party's expenses which should be reimbursed, taking into
account  inter  alia  the  significance of the issue(s)  on  which  each  party
prevailed and the reasonableness of each party's position(s).

8.    Full Agreement

      This written document contains the entire understanding and agreement  of
the  parties on the subject matter set forth herein, and supercedes  any  prior
agreement relating to these matters.  No promises or inducements have been made
other than those reflected herein, and no party is relying on any statement  or
representation  by any person except those set forth herein, including  without
limitation oral or written summaries of this Agreement.

      This  Agreement  cannot  be modified or altered except  by  a  subsequent
written  agreement  signed  by the parties; and only Quaker's  highest  ranking
Human Resources officer (other than Ralston) or his direct superior shall  have
authority to sign such an amendment on behalf of Quaker.

      Without  limitation, nothing in this document shall eliminate  or  reduce
Ralston's  obligation to comply with the Quaker Code Of Ethics, to  the  extent
that  certain  provisions  in  the Code (such as non-disclosure  rules)  remain
applicable to employees after termination.  Likewise, nothing in this  document
shall  eliminate or reduce Quaker's obligation to indemnify Ralston in  certain
situations, pursuant to Quaker's by-laws or applicable law.

9.    Severability

      Each term of this Agreement is deemed severable, in whole or in part, and
if  any  provision of this Agreement or its application in any circumstance  is
found  to  be  illegal,  unlawful or unenforceable,  the  remaining  terms  and
provisions  shall not be affected thereby and shall remain in  full  force  and
effect, except as expressly provided below.

      Unless  Quaker consents, the provisions in paragraph 5 of this  Agreement
are not severable from each other or from Paragraph 1(A).  If any provision  or
aspect of paragraph 5 is held invalid, illegal, unlawful or unenforceable, then
there  is no consideration for payments under paragraph 1(A); PROVIDED, if  any
provision in paragraph 5 is invalid or broader than the law allows, a court  is
authorized to award the broadest injunctive relief permitted by law, and Quaker
shall thereafter make its election pursuant to paragraph 5(D)(iii) -- if Quaker
elects to accept the limited injunctive relief, then it shall consent to  sever
the invalid provision(s).  Quaker's consent to sever one or more provisions  in
paragraph 5 may be given at any time:  before, during, or after litigation,  in
Quaker's sole discretion.

                              The Quaker Oats Company

                              /s/ Pamela S. Hewitt

                              By one of its officers

Ralston  has  been  advised in writing, via this notice,  to  consult  with  an
attorney  before signing this Agreement.  He acknowledges that he received  the
original  draft  of  this  Agreement  on or  about  March  13,  1998.   Ralston
originally  was given twenty one (21) days from March 13, 1998 to consider  and
decide  whether  to  sign the Agreement, but at his request  Quaker  agreed  to
extend that period to noon on April 15, 1998; also, certain provisions from the
original draft were revised at Ralston's request.  Ralston understands that  he
may  revoke  the  Agreement within seven (7) days after  signing  it.   Ralston
further  understands  that  he  has the right to request  a  different  waiver,
release  and  separation  agreeement which  contains  shorter  non-compete,  no
raiding and non-disclosure periods.  Execution of such a document would satisfy
the  Program's prerequisites and entitle him to Program benefits, but would not
entitle  him  to  the  additional benefits provided under this  Agreement,  nor
entail the additional obligations.  Ralston affirms that he has carefully  read
and  fully understands all provisions of this Agreement, that the consideration
he  is  receiving is fair and adequate, and that he has not been threatened  or
coerced into signing it.

  April 15, 1998              /s/ Douglas J. Ralston
                              Douglas J. Ralston 

Basic Info X:

Name: 3. Waiver & Release
Type: Waiver
Date: May 5, 1998
State: New Jersey

Other info:


  • September 30 , 2000
  • March 31 , 1998
  • March 31 , 2001
  • March 13 , 1998
  • April 15 , 1998


  • Quaker Officers Severance Program
  • Termination Of Employment Ralston
  • & Release A. Ralston
  • Senior Vice President of Human Resources
  • Senior Leadership Team
  • PermittedProhibited Conduct Ralston
  • State of Illinois
  • Quaker Code Of Ethics
  • Quaker Oats Company


  • Illinois


  • A. Ralston
  • Pamela S. Hewitt
  • Douglas J. Ralston Douglas J. Ralston


  • 6.0 %