AGRIBRANDS INTERNATIONAL INC
STIRITZ WAIVER LETTER DATED AUGUST 7, 2000
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>STIRITZ WAIVER LETTER DATED AUGUST 7, 2000
<TEXT>


                                                                   Exhibit 10.23

August 7, 2000


William P. Stiritz
3 St. Andrews Drive
St. Louis, Missouri  63124

Dear Mr. Stiritz:

     Agribrands  International,  Inc. (the "Company") and Ralcorp Holdings, Inc.
("Ralcorp")  propose to enter into an Agreement and Plan of Reorganization  (the
"Reorganization Agreement"), a draft of which has been provided to you, pursuant
to which the Company  and  Ralcorp  will form a holding  company  (the  "Holding
Company") and the Company and Ralcorp will each merge with separate wholly owned
subsidiaries of Holding Company so as to become  subsidiaries of Holding Company
(the "Reorganization").

     This letter sets forth  certain  agreements  between  you,  the Company and
Ralcorp with respect to your anticipated position on the Holding Company's Board
of Directors and with respect to the "Change in Control" provisions contained in
the 1998  Incentive  Stock Plan  pursuant to which  Non-Qualified  Stock  Option
Agreements   between  you  and  the  Company  were  entered  into  (the  "Option
Agreements"),  and whereby you received options to purchase  1,500,000 shares of
common stock of the Company (the "Company Options").

     In  considering  whether to  recommend  the  proposed  Reorganization,  the
respective  Special  Committees of the Company and Ralcorp have indicated  their
desire  for you to  agree to serve as the  Executive  Chairman  of the  Board of
Directors of Holding Company.  In addition,  the respective  Special  Committees
have  requested  your  agreement  that  the  proposed  Reorganization  does  not
constitute  a Change in Control as  defined  in the  Option  Agreements,  and in
particular,  that the vesting of all  outstanding  Company  Options  held by you
immediately  prior  to the  effectiveness  of  the  Reorganization  will  not be
accelerated as a result thereof,  notwithstanding any provisions to the contrary
in the Option Agreements.

     In order to induce the Special  Committees  and the Boards of  Directors of
the Company and Ralcorp to approve and  recommend the  Reorganization,  you have
indicated your  willingness  to enter into such  agreements.  Consequently,  the
Company  Options  will vest under the terms of the Option  Agreements  as if the
Reorganization  did not constitute a Change in Control,  and will become options
to purchase common stock of Holding Company  pursuant to Section 7 of the Option
Agreements.


<PAGE>

     This  letter is for the  benefit of and is binding  upon you and your legal
representatives and successors,  the Company and its successors and assigns, and
Ralcorp and its successors and assigns.  Please  acknowledge your acceptance and
agreement with the terms of this letter by signing and dating in the space below
and  returning  one copy to the  Company,  after  which time this  letter  shall
constitute a binding agreement.

Agribrands International, Inc.                    Ralcorp Holdings, Inc.


By:___________________________                    By:___________________________
Name:  David R. Wenzel                            Name:  Joe R. Micheletto
Title: Chief Financial Officer                    Title: Chief Executive Officer




Accepted and agreed,


______________________________________
W.P. Stiritz            August 7, 2000










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