3. Waiver & Release

 Exhibit 10


      This  Agreement Upon Separation Of Employment ("Agreement") is  made  and
entered   into   by  and  between  James  F.  Doyle,  his  successors,   heirs,
administrators, executors, personal representatives and assigns  ("Doyle")  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 Doyle.

1.    Economic Consideration to Doyle

      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 must enter into a non-competition agreement.  In addition,
Doyle  shall  receive the following consideration, to which  he  would  not  be
entitled in the absence of this Agreement:

      A.    Doyle'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 Doyle an amount equal  to  one
year  of  Program payments (i.e., final salary plus average bonus).   This  sum
shall be paid in twenty four (24) equal semi-monthly installments commencing as
soon as payments to him under the Program expire, and terminating on March  31,
2000.   Payments under this paragraph 1(A) are consideration for the  covenants
in paragraph 5, not for anything else.

      B.    While  Doyle is scheduled to receive payments under paragraph  1(A)
(without  regard  to interruption of such payments pursuant  to  paragraph  5),
Quaker shall provide him 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

      Doyle 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.  Doyle 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.  Doyle further stipulates that this  agreement  is
sufficient  cause  for  Quaker  to  deny any request  for  rescission,  rehire,
reemployment or recall.

      Doyle  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.  Doyle 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.   Doyle 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.  Doyle further covenants  not
to  file  a  lawsuit or participate in a class action lawsuit  to  assert  such
claims.  Without limitation, Doyle 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 Doyle'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, Doyle 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 this Agreement or
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.
Finally, Doyle does not waive any right to indemnification he may have pursuant
to  Quaker's  by-laws,  insurance coverage and/or applicable  law,  and  Quaker
covenants  to maintain directors and officers liability insurance coverage  for
Doyle,  for actions or omissions while he was an officer, on the same terms  as
it maintains such coverage (if any) for active officers.

      B.   Quaker waives, releases and discharges Doyle 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 Doyle 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  Doyle'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  Doyle  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 Doyle 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.    Doyle  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.    Doyle  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 Doyle 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 Doyle by stating only his positions held,  compensation  and
dates  of  employment.   No  additional information shall  be  provided  unless
authorized  in  advance,  in writing, by Doyle.  Doyle  agrees  to  direct  all
requests  for  references  from Quaker to the highest ranking  Human  Resources
officer within Quaker.

5.    Prohibited Conduct

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

           i.    Non-competition.   Doyle 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  applies
through March 31, 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 Doyle'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, excluding beverages which, based on  the
way  they  are  marketed and/or consumed, do not compete at all against  thirst
quenching  beverages; hot cereals; ready-to-eat cereals; pancake mixes;  grain-
based snacks, excluding grain-based foods which, based on how they are marketed
and/or  consumed,  do  not  compete  at all against  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.  Doyle shall not in any way,  directly  or
indirectly  (including  through someone else acting on Doyle'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 applies through 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 Doyle'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.  Doyle 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 Doyle 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 applies through 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  Doyle,  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 Doyle 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 Doyle  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 Doyle 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 Doyle 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 Doyle 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 Doyle did not breach any  of  them,  then
Quaker shall pay Doyle all amounts otherwise due under paragraph 1(A) that were
withheld, and shall resume making all payments required under paragraph 1(A).

           vi.  Doyle 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 Doyle 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:  Doyle 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.    Doyle  has  been  President  of Quaker's  Worldwide  Beverages
division  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, in addition  to  acquiring  intimate
knowledge  of plans and strategies for the Beverages division he ran.   Without
limitation,  he  has detailed knowledge regarding Quaker's Worldwide  Beverages
business,  and  had  access  to detailed information regarding  Quaker's  other
businesses,   including  without  limitation  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  Doyle  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 years.

           ii.   By  virtue  of his employment at Quaker, Doyle  has  developed
personal  and business relationships with existing Quaker employees,  which  he
otherwise would not have had.  By virtue of his position, he also has  acquired
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 competitor.

6.    Advance Determination Of Permitted/Prohibited Conduct

      Doyle  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 Doyle discloses in writing all material facts about the proposed
action  or  job,  Quaker shall make a reasonable effort to respond  to  Doyle'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  Doyle
accepts it), the determination may be reconsidered and revised or reversed upon
thirty   days  advance  written  notice  to  Doyle.   Quaker  shall  treat   as
confidential any non-public information Doyle 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 litigation over this Agreement or an alleged breach
thereof,  Doyle  consents to the personal jurisdiction of any court,  state  or
federal,  in  the  State of Illinois.  The parties agree that 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 Doyle 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 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
Doyle'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  Doyle  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

Doyle 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 March ___, 1998.  Doyle originally was given twenty
one  (21) days from March ___, 1998 to consider and decide whether to sign  the
Agreement, but at his request Quaker agreed to extend that period to April  14,
1998;  also, certain provisions from the original draft were revised at Doyle's
request.   Doyle understands that he may revoke the Agreement within seven  (7)
days  after  signing it.  Doyle 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.  Doyle 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 14, 1998         /s/ James F. Doyle
                              James F. Doyle 

Basic Info X:

Name: 3. Waiver & Release
Type: Waiver
Date: May 8, 1998
State: Indiana

Other info:


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  • March 31 , 2000
  • March 31 , 1998
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  • April 14 , 1998


  • Quaker Officers Severance Program
  • & Release A. Doyle
  • PermittedProhibited Conduct Doyle
  • State of Illinois
  • Quaker Code Of Ethics
  • Quaker Oats Company


  • Illinois


  • B. Doyle
  • A. Doyle
  • i. Doyle
  • Pamela S. Hewitt
  • James F. Doyle James F. Doyle


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