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Exhibit 24
PURINA MILLS, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
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The undersigned officer and/or director of Purina Mills, Inc.,
a Delaware corporation (the "Registrant"), does hereby make, constitute and
appoint each of Brad Kerbs and Darrell Swank with full power of substitution and
resubstitution, as attorney of the undersigned, to execute and file (i) a
Registration Statement on Form S-8 (the "Form S-8 Registration Statement") with
respect to the registration under the Securities Act of shares of Common Stock
of the Registrant issuable in connection with the Registrant's Equity Incentive
Plan, (ii) any and all amendments, including post- effective amendments, and
exhibits to the Form S-8 Registration Statement and (iii) any and all
applications or other documents to be filed with the Securities and Exchange
Commission or any state securities commission or other regulatory authority with
respect to the securities covered by the Form S-8 Registration Statement, with
full power and authority to do and perform any and all acts and things
whatsoever necessary, appropriate or desirable to be done in the premises, or in
the name, place and stead of the said director and/or officer, hereby ratifying
and approving the acts of said attorneys and any of them and any such
substitute.
IN WITNESS WHEREOF, the undersigned have subscribed these
presents as of the 14th day of September, 2000.
<TABLE>
Signature Title
--------- -----
<S> <C>
/s/ Brad J. Kerbs Director and Chief Executive Officer (Principal
---------------------------------- Executive Officer)
Brad J. Kerbs
/s/ Darrell D. Swank Executive Vice President and Chief Financial Officer
---------------------------------- (Principal Financial and Accounting Officer)
Darrell D. Swank
/s/ Craig Scott Bartlett, Jr. Director
----------------------------------
Craig Scott Bartlett, Jr.
/s/ Robert Cummings, Jr. Director
----------------------------------
Robert Cummings, Jr.
/s/ James Gaffney Director
----------------------------------
James Gaffney
/s/ Robert A. Hamwee Director
----------------------------------
Robert A. Hamwee
</TABLE>
