RALSTON PURINA RETIREMENT PLAN
                 (as amended and restated as of January 1, 1999)

























                                                  restated as of January 1, 1999




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                                TABLE OF CONTENTS
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                                                                            Page


ARTICLE  I  -  DEFINITIONS                                                     2
Section  1.1A     Accrued  Benefit                                             2
Section  1.1B     Actuarial  Equivalent                                        2
Section  1.1C     Affiliated  Company                                          2
Section  1.2      Annual  Earnings                                             2
Section  1.2A     Annuity  Starting  Date                                      3
Section  1.2B     Applicable  Interest  Rate                                   3
Section  1.2C     Applicable  Mortality  Table                                 3
Section  1.3      Average  Annual  Earnings                                    3
Section  1.4      Beneficiary                                                  3
Section  1.5      Board  of  Directors                                         3
Section  1.5A     Cash  Balance  Account                                       4
Section  1.5B     Cash  Balance  Benefit                                       4
Section  1.6      Code                                                         4
Section  1.7      Commonly Controlled  Entity                                  4
Section  1.8      Company                                                      4
Section  1.9      Credited  Service                                            4
Section  1.9A     Employment  Commencement  Date                               4
Section  1.9B     Adjusted  Employment  Commencement  Date                     4
Section  1.9C     Re-employment  Commencement  Date                            4
Section  1.9D     Hour  of  Service                                            4
Section  1.9E     Period  of  Service                                          5
Section  1.9F     Severance  from  Service  Date                               5
Section  1.9G     Period  of  Severance                                        6
Section  1.9H     Maternity  or  Paternity  Absence                            6
Section  1.9I     Service  Spanning.                                           6
Section  1.9J     Re-employment.                                               6
Section  1.9K     Leave  of  Absence                                           7
Section  1.9L     Family  Medical  Leave.                                      7
Section  1.9M     Military  Absence                                            7
Section  1.10     Deferred  Retirement  Date                                   7
Section  1.11     Early  Retirement  Date                                      7
Section  1.12     Employee                                                     8
Section  1.12A    Admin  Employee                                              8
Section  1.12B    Production  Employee                                         8
Section  1.13     ERISA                                                        8
Section  1.13A    FAP  Benefit                                                 8
Section  1.14     Foreign  Affiliate                                           8
Section  1.15     Investment  Manager                                          8
Section  1.16     Leased  Employee                                             8
Section  1.17     Normal  Form                                                 8
Section  1.18     Normal  Retirement  Date                                     8
Section  1.19     Participant                                                  9
Section  1.19A    Pension  Benefit                                             9
Section  1.19B    Pension  Equity  Benefit                                     9
Section  1.19C    Periodic  Interest  Rate                                     9
Section  1.20     Plan                                                         9
Section  1.21     Plan  Administrator                                          9
Section  1.22     Plan  Year                                                   9
Section  1.23     Predecessor  Plan                                            9
Section  1.23A    Rehired  Participant                                         9
Section  1.24     Retiree                                                      9
Section  1.25     Social  Security  Benefit                                    9
Section  1.25A    Social  Security  Covered  Compensation                     10
Section  1.26     Social  Security  Offset                                    10
Section  1.27     Social  Security  Retirement  Age                           10
Section  1.27A    Spouse                                                      10
Section  1.28     Temporary  Employee                                         11
Section  1.29     Trustee  or  Trustees                                       11
Section  1.30     Year  of  Credited  Service                                 11
ARTICLE  II  -  PARTICIPATION                                                 11
Section  2.1      Prior  Participants                                         11
Section  2.2      Enrollment                                                  11
Section  2.3      Re-employment  --  Service  Credit                          11
Section  2.3A     Re-employment -- Eligibility for Pension Benefit Provisions 11
Section  2.3B     Re-employment -- Calculation of Accrued Benefit and Suspension
                  of Benefit  Payments                                        12
Section  2.4      Employees  Covered  by  a  Collectively Bargained Plan      12
Section  2.5      Employees  Covered  by  Merged  Plans                       12
Section  2.6      Participation  in  Pension  Equity  Benefit                 13
Section  2.7      Participation  in  Cash  Balance  Benefit                   13
ARTICLE  III  - CONTRIBUTIONS                                                 13
Section  3.1      Employee  Contributions                                     13
Section  3.2      Affiliated  Company  Contributions                          13
ARTICLE  IV  -  VESTING                                                       14
Section  4.1      Vesting                                                     14
Section  4.2      Years  of  Credited  Service  for  Vesting                  14
ARTICLE  V  -   AMOUNT  OF  BENEFIT                                           15
Section  5.1      Normal  Retirement  Benefit                                 15
Section  5.2      Compliance  With  Code  Section  401(a)(17)                 19
Section  5.3      Intentionally  Omitted                                      19
Section  5.4      Prior  Service  Guarantees                                  19
Section  5.5      Offset for Retirement Payments Required by Foreign Law      19
Section  5.6      Maximum Limitation on a Participant's Retirement  Benefit   20
Section  5.7      Maximum Benefit if Participant Covered Under Both the Plan
                  and a  Defined  Contribution  Plan  For  Plan Years Beginning
                  On Or Before December  31,  1999                            21
ARTICLE  VI  -  RETIREMENT  BENEFITS                                          22
Section  6.1      Normal  Retirement                                          22
Section  6.2      Deferred  Retirement                                        22
Section  6.2A     Suspension  of  Benefits                                    23
Section  6.3      Early  Retirement  --  FAP  Benefit  Only                   23
Section  6.4      Vested  Deferred  Retirement  --  FAP  Benefit  Only        23
Section  6.4A     Vested  Deferred Retirement -- Pension Equity Benefit and Cash
                  Balance  Benefit                                            23
Section  6.5      Commencement  of  Retirement  Benefits                      24
Section  6.6      Withdrawal  of  Contributions                               24
Section  6.7      Inability  to  Locate  Participants  or  Beneficiaries      24
ARTICLE  VII  - FORM  OF  RETIREMENT  BENEFIT                                 24
Section  7.1      Form  of  Benefit                                           24
Section  7.2      Qualified  Joint  and  Survivor  Annuity                    25
Section  7.2A     Election  Out  of Qualified Joint and Survivor Annuity      25
Section  7.3      Optional  Forms  of  Retirement  Benefit                    25
Section  7.3A     Option  A                                                   26
Section  7.3B     Option  B                                                   26
Section  7.3C     Option  C                                                   26
Section  7.3D     Social  Security  Adjustment  Option                        27
Section  7.3E     "Pop-up"  Benefit                                           27
Section  7.3F     Single Sum Payment-- Pension Equity Benefit and Cash Balance
                  Benefit  Only                                               27
Section  7.4      Small  Payments                                             28
Section  7.5      Direct  Rollovers                                           28
Section  7.6      Restrictions  on  Benefits                                  29
ARTICLE  VIII - DEATH  BENEFITS                                               29
Section  8.1     Death  Prior  to  Retirement/Employee  Contributions         29
Section  8.2     Death  After  Retirement                                     29
Section  8.3     Election  of  Beneficiary                                    29
Section  8.4     Survivor  Benefit                                            29
Section  8.4A                                                                 30
Section  8.4B                                                                 30
Section  8.4C                                                                 30
Section  8.5     Pension  Equity and Cash Balance Account Death Benefit       30
Section  8.6     Qualified  Preretirement  Survivor  Annuity  Provisions      31
ARTICLE  IX  -  VESTED  BENEFITS                                              31
Section  9.1     Return  of  Contributions                                    31
Section  9.2     Form  of  Benefit                                            32
Section  9.3     Survivor  Benefit  --  Vested  Terminated  Participant       32
Section  9.4     Pension  Equity  and Cash Balance Account Death Benefit      32
ARTICLE  X  -   PERMANENT  AND  TOTAL  DISABILITY  BENEFIT                    32
Section  10.1    Permanent  and  Total  Disability  Defined                   32
Section  10.2    Vesting and  Benefit Accrual  During  Periods of Disability  33
Section  10.3    Effect  of Re-employment Upon Cessation of Disability        33
Section  10.4    Effect  of  Failure  of  Re-employment  Upon  Cessation  of
                 Disability                                                   33
Section  10.5    Physical  Examination  Requirements                          33
Section  10.6    Pension  Equity  Disability  Benefit                         33
ARTICLE  XI  -  CONTINENTAL  BAKING  COMPANY  PROVISIONS                      34
Section  11.1    Application                                                  34
Section  11.2    Definitions                                                  34
Section  11.3    Normal  Retirement  Benefit for Former Participants in the CBC
                 Plan                                                         35
Section  11.4    Early  Retirement for Former Participants in the Continental
                 Baking  Company  Salaried  Pension  Plan                     35
Section  11.5    Transitional  Early  Retirement  Benefit                     36
Section  11.6    Optional  Benefit  Amounts                                   37
Section  11.7    Change  in  Employment  Status                               38
Section  11.8    Interstate  Bakeries  Corporation  Provisions                38
ARTICLE  XII  - EVEREADY  BATTERY  COMPANY  PROVISIONS                        38
Section  12.1    Application                                                  38
Section  12.2    Definitions                                                  39
Section  12.3    Frozen  Accrued  Benefit                                     41
Section  12.4    Retirements  After  January  1,  1993                        42
Section  12.5    Optional  Forms                                              43
Section  12.6    Surviving  Spouse's  Benefit  of  Active  Participant        44
Section  12.7    Surviving  Spouse's  Benefit of Vested Terminated Partici-
                 Pant                                                         44
Section  12.8    Disability  Benefit                                          44
Section  12.9    Adjustment  for  Pension  Equity  Benefit  Provisions        45
ARTICLE  XIII - PLAN  ADMINISTRATION                                          45
Section  13.1    Plan  Administrator                                          45
Section  13.2    Benefits  Council                                            45
Section  13.3    Benefits  Policy  Board                                      45
Section  13.4    EBAIC                                                        46
Section  13.5    Authority  and  Duties  of  Various  Fiduciaries             46
Section  13.6    Named  Fiduciaries                                           48
Section  13.7    Delegation                                                   48
Section  13.8    Multiple  Capacities                                         48
Section  13.9    Standard  of  Review                                         48
ARTICLE  XIV  - FUNDING                                                       49
Section  14.1    Funding.                                                     49
ARTICLE  XV  -  RIGHTS  OF  AFFILIATED COMPANIES TO DISCONTINUE OR AMEND      49
Section  15.1    Right  to  Terminate  the  Plan.                             49
Section  15.2    Plan  Amendment  Procedure.                                  49
ARTICLE  XVI  - TERMINATION  OF  PLAN                                         50
Section  16.1    Plan  Termination.                                           50
Section  16.2    Termination  Restrictions.                                   50
Section  16.3    Rights  of Affiliated Companies to Remaining Amounts.        52
ARTICLE  XVII - TOP-HEAVY  PROVISIONS                                         52
Section  17.1    Top-Heavy  Determination.                                    53
Section  17.2    Valuation  as  of  Determination  Date.                      53
Section  17.3    Key  Employee                                                53
Section  17.4    Vesting  Requirements.                                       54
Section  17.5    Minimum  Benefits                                            54
Section  17.6    Adjustment  to  Combination Defined Benefit Plan and Defined
                 Contribution  Plan  Limitations                              54
ARTICLE XVIII - PROVISIONS TO  PREVENT  DISCRIMINATION                        55
Section  18.1    Restrictions  of  Benefits  Upon  Plan  Termination          55
Section  18.2    Restrictions  on  Distributions.                             55
Section  18.3    Purposes  for  Restriction                                   56
ARTICLE  XIX  - SPECIAL  PROVISIONS                                           56
Section  19.1    No  Right  to  Continued  Employment                         56
Section  19.2    Payments  and  Liabilities  Not  Attributable  to  Affiliated
                 Companies                                                    56
Section  19.3    Interpretation  of  Agreement                                56
Section  19.4    Required  Participant  Information                           56
Section  19.5    Participants'  Mailing  Addresses                            56
Section  19.6    Change  of  Status                                           57
Section  19.7    Transfers  From  Controlled  Corporations  Which  Are  Not
                 Affiliated  Companies                                        57
Section  19.8    Transferred  Employees  and  Payment  Source                 57
Section  19.9    Plan Maintained for Exclusive Benefit of Participants        57
Section  19.10   Return  of  Employer  Contributions                          58
Section  19.11   Employer  Withholding                                        58
Section  19.12   Spinoff  or  Merger  of  Assets  or  Liabilities             58
Section  19.13   Merger,  Consolidation  or  Transfer  of  Assets             58
Section  19.14   Agreement  Binding  Upon  All  Successors                    58
Section  19.15   Titles                                                       58
Section  19.16   Construction                                                 59
Section  19.17   Severability                                                 59
Section  19.18   Counterparts                                                 59
Section  19.19   Non-Alienation  of  Retirement  Benefits                     59
Section  19.20   Special  Vesting  of  Participants  who  were  Employees  of
                 Foodservices,  Inc.                                          59
Section  19.21   Special Provision for Female Employees with an Age Sixty (60)
                 Normal  Retirement  Date                                     59
APPENDIX  A  - TABLE  OF  ACTUARIAL  ASSUMPTIONS                              61
APPENDIX  B  - PRODUCTION  PLAN  PROVISIONS                                   62
APPENDIX  C  - METHODOLOGY  TO  BE  FOLLOWED  IN  DETERMINING  BENEFIT
               PAYABLE  UNDER  PENSION  EQUITY  PROVISIONS,  CONSIDERING
               UNION  CARBIDE  OFFSET                                         63
APPENDIX  E  - VOLUNTARY  ENHANCED  RETIREMENT  OPTION  EVEREADY  BATTERY
               COMPANY  FIELD  SALES  ORGANIZATION                            65
APPENDIX  F  - ENHANCED  RETIREMENT  BENEFIT  EVEREADY  BATTERY  COMPANY
               FREMONT  FACILITY                                              66
APPENDIX  G  - VOLUNTARY  ENHANCED  RETIREMENT  OPTION  EVEREADY  BATTERY
               COMPANY  WESTLAKE  AND  ST.  LOUIS                             67
APPENDIX  H  - ENHANCED  RETIREMENT  BENEFIT  EVEREADY  BATTERY  COMPANY
               CUSTOMER  SERVICE  EMPLOYEES                                   68
APPENDIX  I  - VOLUNTARY  ENHANCED  RETIREMENT  OPTION  EVEREADY  BATTERY
               COMPANY                                                        69


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                     RESTATED RALSTON PURINA RETIREMENT PLAN
                                 PLAN AND TRUST

                                 January 1, 1999



     WHEREAS,  Ralston Purina Company (the "Company") previously established the
Purina  Retirement  Plan  for Sales, Administrative, and Clerical Employees (the
"Admin  Plan")  to  provide retirement income benefits for eligible employees of
Ralston  Purina  Company  and  its  affiliates;

     WHEREAS,  Company  reserved  the  right to amend the Admin Plan pursuant to
Article  XV  thereof;

     WHEREAS,  the  Company  has  previously amended and restated the Admin Plan
effective  January  1,  1989;

     WHEREAS,  the  Company's  Board  of  Directors authorized the merger of the
Purina  Retirement Plan for Production Employees (the "Production Plan"), a plan
qualified under Code Section 401(a), into the Admin Plan effective September 30,
1996,  and  renamed  the  Admin  Plan,  the  Ralston Purina Retirement Plan (the
"Plan");

     WHEREAS,  the  Company  desires to further amend and completely restate the
Plan,  to  reflect  (i)  the  merger  of the Admin Plan and the Production Plan,
effective  September  30, 1996, (ii) the adoption of a "Pension Equity Benefit",
and  a "Cash Balance Account", as defined in Article V hereof, effective January
1,  1999,  and  (iii)  other  miscellaneous  revisions.

     Except  as otherwise explicitly provided in the Plan, the provisions of the
Plan  as  so  amended and restated, shall govern the rights and benefits of each
Employee  who terminates employment or retires on or after January 1, 1999.  The
rights and benefits, if any, of an Employee who retired or terminated employment
before  January 1, 1999 shall be determined in accordance with the provisions of
the  Plan applicable to that Employee as in effect on the date that the Employee
retired or terminated employment, except as otherwise explicitly provided in the
Plan.

     Now,  THEREFORE, resolved that the Ralston Purina Retirement Plan is hereby
amended  and completely restated in its entirety conditioned on the receipt of a
favorable  determination by the Internal Revenue Service of the qualified status
of  the  Plan,  as  follows:



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                             ARTICLE I - Definitions

Section  1.1A     Accrued  Benefit
Accrued  Benefit  means  the  sum of a Participant's accrued benefits calculated
under  the Plan provisions used to calculate the FAP Benefit, the Pension Equity
Benefit,  and  the  Cash  Balance  Benefit.

A  Participant's Accrued Benefit under the plan provisions used to calculate the
FAP  Benefit  is the FAP Benefit payable as a single life annuity payable in the
Normal  Form  at  a  Participant's  Normal  Retirement  Date (or, if later, such
Participant's  actual  retirement  date).

A  Participant's Accrued Benefit under the plan provisions used to calculate the
Pension  Equity Benefit is the single life annuity payable in the Normal Form to
a  Participant,  commencing  on the Participant's Normal Retirement Date (or, if
later,  such  Participant's  actual  retirement date).  Such single life annuity
shall  be  the  Actuarial  Equivalent  (using  the  Applicable Interest Rate and
Applicable Mortality Table) as of a Participant's Normal Retirement Date (or, if
later,  such  Participant's actual retirement date) of the Participant's Pension
Equity  Benefit, as of the time of reference, adjusted using an interest rate of
3%  from  the time of reference to the Participant's Normal Retirement Date (or,
if  later,  such  Participant's  actual  retirement  date).

A  Participant's Accrued Benefit under the plan provisions used to calculate the
Cash  Balance Benefit is the single life annuity payable in the Normal Form to a
Participant,  commencing  on  the  Participant's  Normal Retirement Date (or, if
later,  such  Participant's  actual  retirement date).  Such single life annuity
shall  be  the  Actuarial  Equivalent  (using  the  Applicable Interest Rate and
Applicable Mortality Table) as of a Participant's Normal Retirement Date (or, if
later,  such  Participant's  actual  retirement  date) of the Participant's Cash
Balance  Account,  as  of  the  time  of  reference, adjusted using the Periodic
Interest  Rate from the time of reference to the Participant's Normal Retirement
Date.

The  Accrued Benefit attributable to employee contributions shall be included in
the  FAP  Benefit  or  Pension  Equity  Benefit, as applicable to a Participant.

The  foregoing  provisions,  and  all  other Plan provisions, shall be deemed to
comply  with  the  rules  of  Section  411(b)(1).

Section  1.1B     Actuarial  Equivalent
Actuarial Equivalent for any annuity or benefit means another annuity or benefit
calculated  under  the  Plan,  commencing  at  a  different date or payable in a
different  form  than  the  specified annuity or benefit, but which has the same
present  value  as  the  specified  annuity  or benefit, when measured using the
factors  specified  in  the  Plan  under  Appendix  A  hereto.

Section  1.1C     Affiliated  Company
Affiliated  Company  shall  mean (a) any company more than fifty (50) percent of
the  voting  stock  of  which  is directly or indirectly owned by Ralston Purina
Company  or  by  any  successor,  (b)  any  Commonly Controlled Entity or (c) an
Affiliated  Service  Group  as  defined  under  Code  Section  414(m).

Section  1.2     Annual  Earnings
Annual  Earnings  means  the  total compensation (excluding reimbursed expenses,
amounts paid by reason of employment relocations and other items of compensation
as  determined  from time to time by the Plan Administrator or its delegatee and
applied  in  a  uniform,  consistent  and  nondiscriminatory manner) (i) paid an
Employee  during  a  calendar  year  by  the Company or Affiliated Company; (ii)
deferred  by  any  Employee  to  a  nonqualified  plan  of deferred compensation
maintained  by  the  Company  or  an Affiliated Company, or (iii) contributed by
means  of  salary  reduction  by any Employee to a plan of deferred compensation
maintained  by  the Company or an Affiliated Company and intended to satisfy the
requirements  of  Section  401(k)  of  the  Code  and payments made under a Code
Section 125 Cafeteria Plan.  "Annual Earnings" during an unpaid Leave of Absence
or  Military Absence shall be deemed to be the Participant's Annual Earnings for
the  year  prior  to  the  year in which such absence began. Notwithstanding the
foregoing,  effective  January  1,  1994,  "Annual  Earnings"  shall not include
compensation  designated  by  the  Company  as  a  "Special Bonus".  The "Annual
Earnings"  of  a Participant taken into account under this Plan shall not exceed
the  compensation  limit set forth in Code Section 401(a)(17) as adjusted by the
Secretary  of  the  Treasury.

Section  1.2A     Annuity  Starting  Date
Annuity  Starting Date means (a) with respect to an annuity form of benefit, the
first day on which an amount is payable as an annuity; and (b) with respect to a
form  of  benefit  which  is  not  an annuity, the date on which all events have
occurred  which  entitle  the  Participant  to such benefit.  In either case, an
Annuity  Starting  Date  must  be  the  first  day  of  a  calendar  month.

Section  1.2B     Applicable  Interest  Rate
Applicable  Interest  Rate  means  the  annual interest rate on 30-year Treasury
securities  as  specified by the Commissioner of the Internal Revenue Service in
revenue  rulings,  notices  or other guidance, published in the Internal Revenue
Bulletin,  (a)  to the extent required by Treasury Regulations, for the 12-month
period  commencing  on  October  1,  1997  and ending on September 30, 1998, the
lesser of the rate in effect for the second month preceding the first day of the
month  in  which  the  Annuity  Starting  Date  occurs (resulting in a one month
stability  period)  or the rate in effect for August, 1997, whichever results in
the  larger distribution, and (b) for periods commencing on and after October 1,
1998,  for  the  August  preceding  the  first day of the Plan Year in which the
Annuity  Starting  Date  occurs  (resulting  in  a  one  year stability period).

Section  1.2C     Applicable  Mortality  Table
Applicable  Mortality  Table  means  the mortality table based on the prevailing
commissioners'  standard  table  (described in section 807(d)(5)(A) of the Code)
used  to determine reserves for group annuity contracts issued on the date as of
which  present  value is determined (without regard to any other subparagraph of
section  807(d)(5)  of  the Code), that is prescribed by the Commissioner of the
Internal  Revenue  Service  in  revenue  rulings,  notices,  or  other guidance,
published  in  the  Internal  Revenue  Bulletin.

Section  1.3     Average  Annual  Earnings
Average  Annual  Earnings  means  the  average of an Employee's five (5) highest
consecutive  Annual Earnings during the ten (10) completed calendar years ending
prior  to  or  coincident with the date on which the Employee reaches his Normal
Retirement Date or otherwise terminates his service, if earlier.  If an Employee
has  less  than five (5) years of Annual Earnings, Average Annual Earnings shall
be  the  average  of  all  his  Annual  Earnings.

Section  1.4     Beneficiary
Beneficiary  means  any person (including a trust) designated by the Participant
as  provided  in Article VIII to receive benefits as a result of a Participant's
death.

Section  1.5     Board  of  Directors
Board  of  Directors  means  the  Board  of Directors of Ralston Purina Company.

Section  1.5A     Cash  Balance  Account
Cash  Balance  Account  means the notional account established for each Employee
who  is  eligible  to become a Participant in such an Account in accordance with
the  terms  of  Article  II.

Section  1.5B     Cash  Balance  Benefit
Cash  Balance  Benefit means the benefit payable from the Plan which is based on
the  Cash  Balance  Account.

Section  1.6     Code
Code  means  the  Internal  Revenue  Code  of 1986, as amended, or any successor
statute  thereto.

Section  1.7     Commonly  Controlled  Entity
Commonly  Controlled  Entity  shall mean (a any corporation which is a member of
the  same  controlled  group  of corporations within the meaning of Code Section
414(b)  as  Ralston  Purina  Company,  (b) any trade or business (whether or not
incorporated)  which  is under common control with Ralston Purina Company within
the  meaning  of Code Section 414(c), and (c) any organization which is a member
of  an  affiliated  service group [within the meaning of Code Section 414(m)] of
which  a  Company  is  also a member, and (d) any entity which is required to be
aggregated  under  Code  Section  414(o).

Section  1.8     Company
Company  means Ralston Purina Company, a Missouri Corporation, or any Affiliated
Company.

Section  1.9     Credited  Service
Credited Service means an Employee's entire Period of Service after December 31,
1975,  including  any Leave of Absence described in Section 1.9K, Family Medical
Leave  described in Section 1.9L, or Military Absence described in Section 1.9M,
computed  in  full  years  and completed months.  Credited Service shall include
certain  Periods  of  Severance, as described in Section 1.9G, under the Service
Spanning  rules  as  described  in  Section  1.9I,  and certain prior Periods of
Service  under  the Re-employment rules, as described in Section 1.9J.  Credited
Service  shall  also  include  an Employee's Continuous Service earned under the
terms  of  the Purina Administrative Plan or Purina Production Plan in effect on
December  31,  1975,  or  any  successor  Plan.

Section  1.9A     Employment  Commencement  Date
Employment Commencement Date means the date on which the Employee first performs
an  Hour  of  Service  for  the  Company.

Section  1.9B     Adjusted  Employment  Commencement  Date
Adjusted  Employment  Commencement  Date  means  an  Employee's  Employment
Commencement  Date,  recalculated to reflect noncreditable Periods of Severance.

Section  1.9C     Re-employment  Commencement  Date
Re-employment  Commencement  Date  means  the date an Employee first performs an
Hour  of  Service  following  a  Period  of  Severance.

Section  1.9D     Hour  of  Service
Hour  of  Service  means:

(a)     each  hour for which an Employee is paid, or is entitled to payment, for
the  performance  of  duties  for  the  Company  or  an  Affiliated  Company; or

(b)     each  hour for which an Employee is paid, or entitled to payment, by the
Company  or  an  Affiliated  Company  during  a  period  in  which no duties are
performed  (irrespective  of  whether  the  employment  relationship  has  been
terminated)  due  to  vacation,  holiday,  illness,  incapacity  (including
disability),  layoff,  jury  duty,  Leave  of Absence described in Section 1.9K,
Family Medical Leave described in Section 1.9L, Military Absence as described in
Section  1.9M,  and  similar  pay  periods.

Section  1.9E     Period  of  Service
Period  of  Service  means  the  period  of service commencing on the Employee's
Employment  Commencement  Date,  Adjusted  Employment  Commencement  Date  or
Re-employment  Commencement  Date,  whichever  is  applicable, and ending on his
Severance  from  Service  Date.  Period  of  Service  shall  include  periods of
Permanent  and  Total  Disability  to  the  extent  provided  in Article X.  For
purposes  of  Article  II and Article IV regarding eligibility for participation
and  vesting,  respectively,  a Period of Service shall include (1) service with
Gates  Energy Products, Inc. for all employees who were employed by Gates Energy
Products,  Inc.  as  of August 28, 1993 who became Employees of Eveready Battery
Company,  Inc.  on such date, except those Employees employed by Energizer Power
Systems division of Eveready Battery Company; (2) service with Interstate Brands
Corporation for all employees who were employed by Interstate Brands Corporation
as  of  January  24,  1994,  at  their  Los  Angeles bakery location, who became
Employees  of  Continental  Baking Company on such date and (3) service with the
Golden Cat Company for all employees who were employed by the Golden Cat Company
on  April  7,  1995,  who became Employees of the Company on April 7, 1995.  For
purposes  of  determining  a  Participant's  FAP  Benefit,  PEP Benefit, or Cash
Balance  Benefit, under Article V, a Period of Service shall not include service
with  the  Company  or any Affiliated Company while classified by the Company or
any  Affiliated Company. as a (i) Temporary Employee, (ii) a Leased Employee, or
(iii)  as  a  fee-for-service  worker  or independent contractor or in a similar
capacity  (rather  than  in  the  capacity  of  an Employee), regardless of such
individual's  status  under  common law, including, without limitation, any such
individual  who  is  or has been determined by a third party, including, without
limitation,  a  government  agency  or  board  or  court or arbitrator, to be an
Employee  of  the Company  or any Affiliated Company for any purpose, including,
without  limitation, for purposes of any employee benefit plan of the Company or
any  Affiliated  Company (including this Plan) or for purposes of federal, state
or  local  tax  withholding,  employment  tax  or  employment  law.

Section  1.9F     Severance  from  Service  Date
Severance  from  Service  Date  shall  occur  on  the  earlier  of:

(a)     the  date on which an Employee quits, retires, is discharged or dies; or

(b)     the first anniversary of the first date of a period in which an Employee
is  absent  from service (with or without pay) with the Company or an Affiliated
Company  for  any reason other than a quit, retirement, discharge or death, such
as  vacation,  holiday,  sickness,  Leave  of  Absence  (unless  such  Leave  is
authorized to extend beyond one (1) year) or is a Family Medical Leave described
in  Section 1.9M, Military Absence (unless the Participant complies with Section
1.9M)  or  layoff.

Section  1.9G     Period  of  Severance
Period  of  Severance  means  the  period  of  time  commencing on an Employee's
Severance  from  Service  Date and ending on his Re-employment Commencement Date
and  shall  be  determined  on  the basis of 12 consecutive month periods during
which  each  such  12  month  period  the  Employee does not complete an Hour of
Service.

Section  1.9H     Maternity  or  Paternity  Absence
Maternity  or  Paternity  Absence  means  an absence of an Employee from work by
reason  of:

     (a)     the  pregnancy  of  the  Employee,

     (b)     the  birth  of  a  child  of  the  Employee,

     (c)     the  placement  of a child with the Employee in connection with the
adoption  of  such  child  by  such  Employee,  or

     (d)     the care of such child for a period beginning immediately following
such  birth  or  placement.

Section  1.9I     Service  Spanning.
An  Employee's  Period  of  Service  shall  include  the  following  Periods  of
Severance:

     (a)     If  an  Employee severs from service by reason of a quit, discharge
or  retirement and then performs an Hour of Service within twelve (12) months of
the  Severance from Service Date, the Plan shall take into account the Period of
Severance;

     (b)     if  an  Employee severs from service by reason of a quit, discharge
or  retirement  during an absence from service of twelve (12) months or less for
any reason other than a quit, discharge, or retirement and then performs an Hour
of Service within twelve (12) months of the date on which the Employee was first
absent  from  service, the Plan shall take into account the Period of Severance.

Section  1.9J     Re-employment.

     (a)     Upon  re-employment  an  Employee's  Credited Service shall include
prior  Periods  of  Service  only  if  either:

(i)     the  Employee  had  any  vested  interest  in  Plan benefits pursuant to
Article  IV;  or

(ii)     the Employee did not have any vested interest pursuant to said Article,
but  his  Period  of  Severance  did  not  exceed  the  greater  of:

(A)     his  prior  Periods of Service (determined without including service not
required  to  be  credited  by  reason  of  any  prior  break),  whether  or not
consecutive,  completed  before  his  Period  of  Severance,  or

(B)     five  (5)  years

and,  if his Period of Severance commenced before January 1, 1985, his Period of
Severance  as  of December 31, 1984 did not exceed his prior Periods of Service.

     (b)     If  an  Employee  who  severed service  before January  1, 1976  is
re-employed,  his  Credited  Service  shall include prior Continuous Service if:

(i)     he  meets  either  the  requirements  of  paragraph  (a)  above  or  the
requirements  of  subsection  1.9I,  whichever  is  applicable,  and

(ii)     he completes ten (10) years of uninterrupted Credited Service after his
re-employment.

     (c)     If  an Employee who was a non-vested employee of Continental Baking
Company  severed  service  and is re-employed prior to January 1, 1986, he shall
have  his  prior service with Continental Baking Company reinstated for purposes
of this Plan if he completed a Period of Service subsequent to his re-employment
which  equals  the  lesser  of  ten  (10)  years  or  his  Period  of Severance.

Section  1.9K     Leave  of  Absence
Leave  of  Absence means any absence from work which shall have been approved by
the  Company  or  an  Affiliated Company under uniform rules and regulations.  A
Leave of Absence which extends beyond one (1) year shall be approved by the Plan
Administrator.  Leave of Absence shall include a period of layoff which does not
exceed  one  (1)  year.

Section  1.9L     Family  Medical  Leave.
If  an  Employee  is  absent  from  the  service of the Company or an Affiliated
Company  because  of  a  leave  of absence, which qualifies as a leave under the
Family  Medical  Leave  Act,  such  absence  shall be included in the Employee's
Period  of  Service.

Section  1.9M     Military  Absence
Military  Absence  means  an absence for any period of military service with the
Armed  Forces  of  the  United  States  to  the extent required to be taken into
account  under  federal law, provided that the Employee returns to work with the
Company or an Affiliated Company within the period during which re-employment is
required  under  federal  law.

Notwithstanding  any  provision  of  this  Plan  to the contrary, contributions,
benefits,  and  credited service with respect to qualified military service will
be  provided  in  accordance  with  Code  Section  414(u).

Section  1.10     Deferred  Retirement  Date
Deferred  Retirement  Date  means  the  date  upon  which  a Participant who has
remained  in the employ of the Company or an Affiliated Company after his Normal
Retirement  Date  actually  retires.

Section  1.11     Early  Retirement  Date
Early Retirement Date means the first day of the month nearest the date on which
a  Participant  both  attains age fifty-five (55) and completes two (2) years of
Credited  Service  or  the  first  day  of  any  month  thereafter on which such
Participant  elects  to  retire  prior  to  his  Normal  Retirement Date.  If an
Employee's birthday is equally near the first days of two months, than the Early
Retirement  Date  of  such Employee shall be the first day of the month in which
such  birthday  occurs.

Section  1.12     Employee
Employee means a person who is employed by the Company or any Affiliated Company
which,  with  the approval of Ralston Purina Company, elects to adopt this Plan;
or  a U.S. citizen or resident alien employed by a Foreign Affiliate and covered
under  an  agreement  entered  into  by  the  Company  or  any of the Affiliated
Companies  with  the  Internal  Revenue  Service  under  Title  II of the Social
Security  Act,  but  provided that contributions under a funded plan of deferred
compensation are not made by any other employer with respect to the remuneration
paid  to  such  citizen.

Section  1.12A     Admin  Employee
Admin Employee means an Employee who is classified by the Company as employed in
a  sales,  administrative,  or  clerical  capacity,  including  officers.

Section  1.12B     Production  Employee
Production  Employee  means  an  Employee  who  is  classified by the Company as
employed  in  a  production  employee  capacity.

Section  1.13     ERISA
ERISA  means  the Employee Retirement Income Security Act of 1974, including all
amendments  thereto.

Section  1.13A     FAP  Benefit
FAP  Benefit  means that portion of a Participant's Accrued Benefit derived from
the  Plan  provisions  granting  a Plan benefit based on a Participant's Average
Annual  Earnings,  as  set  forth  in Section 5.1(a) of the Plan, and shall also
include  the  Supplemental  FAP  Benefit,  as  set  forth  in  Section  5.1(d).

Section  1.14     Foreign  Affiliate
Foreign  Affiliate  means  a  foreign  entity  in  which any one of the domestic
Affiliated  Companies  has  not  less  than  a  ten-percent  (10%) interest.  An
Affiliated  Company  has  a  ten-percent  (10%)  interest  in any entity if such
company  has such an interest directly (or through one or more entities), (i) in
the  case of a corporation, in the voting stock thereof, and (ii) in the case of
any  other  entity,  in  the  profits  thereof.

Section  1.15     Investment  Manager
Investment  Manager  means  any  entity  designated  by  a named fiduciary which
qualifies  as  an  Investment Manager as that term is defined by ERISA, Title I,
Section  3(38),  which  acknowledges  in  writing its status as a fiduciary with
respect  to  the  Plan, and which has the power to manage, acquire or dispose of
any  Plan  asset.

Section  1.16     Leased  Employee
Leased  Employee  shall mean a person who provides services to the Company or an
Affiliated  Company  and  is  considered  a "leased employee" under Code Section
414(n)(2).

Section  1.17     Normal  Form
Normal Form means the Normal Retirement Benefit with sixty (60) monthly payments
guaranteed  as  further  described  in  Section  7.1.

Section  1.18     Normal  Retirement  Date
Normal  Retirement  Date  means the first day of the month nearest an Employee's
sixty-fifth  (65th)  birthday.  If  a  particular Employee's birthday is equally
near  the  first days of two calendar months, then the Normal Retirement Date of
such Employee shall be the first day of the month in which such birthday occurs.

Section  1.19     Participant
Participant  means  an Employee who participates in this Plan in accordance with
Article  II  hereof.  As  the  context requires, the term Participant shall also
include  Beneficiaries  receiving benefits under the Plan, and any other persons
entitled  to  benefits  under  the  Plan.

Section  1.19A     Pension  Benefit
Pension Benefit means the FAP Benefit or Pension Equity Benefit, as elected by a
Participant  or  as  provided  under  the  terms  of  this  Plan.

Section  1.19B     Pension  Equity  Benefit
Pension  Equity  Benefit  means  the  benefit provided under the Plan calculated
under  the  formula  set  forth in Section 5.1(b), as expressed as a single sum.

Section  1.19C     Periodic  Interest  Rate
Periodic  Interest Rate means, for every Plan Year, the monthly average yield on
Treasury  Constant  Maturities,  30-year,  as  published  in the Federal Reserve
Statistical  Release  H.15(519) of the Board of Governors of the Federal Reserve
System  for  the  August  of  the  prior  Plan  Year.

Section  1.20     Plan
Plan  means  the Ralston Purina Company Retirement Plan as herein set forth, and
as  amended  from  time  to  time.

Section  1.21     Plan  Administrator
Plan  Administrator  means  Ralston  Purina  Company.

Section  1.22     Plan  Year
Plan  Year  means  any  twelve  (12) month period beginning on any October 1 and
ending on the following September 30 for all years beginning on or after October
1,  1990.  For the Plan Year beginning immediately prior to October 1, 1990, the
Plan  Year  means  the short year beginning January 1, 1990 and ending September
30,  1990.  For  Plan  Years  beginning  prior to January 1, 1990, the Plan Year
means  any twelve (12) month period beginning on any January 1 and ending on the
following  December  31.

Section  1.23     Predecessor  Plan
Predecessor  Plan means the Purina Retirement Plan for Sales, Administrative and
Clerical  Employees,  as  in  effect  from  time  to  time.

Section  1.23A     Rehired  Participant
Rehired Participant means any Participant who has terminated employment with the
Company  and  all  Affiliated  Companies,  but  is  rehired  and  is entitled to
restoration  of  past  Credited  Service.

Section  1.24     Retiree
Retiree  means  a Participant who has retired under the terms of the Plan before
January  1,  1999.

Section  1.25     Social  Security  Benefit
Social  Security  Benefit  means  the  Social  Security Primary Insurance Amount
payable to a Participant at Social Security Retirement Age under Title II of the
Social  Security  Act  as  in  effect  on  the  date of his retirement or on his
Severance from Service Date, whichever is applicable computed in accordance with
the  following:

     (a)     A  Participant's  Social Security Benefit shall be calculated using
such  Participant's  actual  earnings  history for the period before his date of
hire if the Participant provides such earnings history to the Plan Administrator
within  180  days  after  his  retirement  or  separation.

     (b)     If  a Participant fails to provide his actual earnings history, his
Social  Security Benefit shall be calculated using an estimated earnings history
determined  as  follows:

(i)     For  the period before the first full calendar year of Form W-2 earnings
on  file with an Affiliated Company, Social Security earnings shall be estimated
based on the assumption that the Participant has been continuously covered under
the Social Security Act since the later of 1951 or his twenty-first birthday and
that  his  Form  W-2  earnings  for  the calendar year preceding such first full
calendar  year  of  Form  W-2  earnings  shall  be  equal to such first Form W-2
earnings  divided  by  1.06.  Earnings for each preceding year shall be equal to
the  estimated  earnings  for  the  next  subsequent  year  divided  by  1.06.

     (c)     If  a Participant is eligible for Early Retirement on his Severance
from  Service Date, he shall be assumed to have no earnings in or after the year
of  his  termination to age sixty-two (62), and it shall be further assumed that
Social Security benefits will commence at age sixty-two (62).  For a Participant
eligible  for Early Retirement who terminates after age sixty-two (62), it shall
be  assumed  that  Social  Security  benefits  commence  on  the  date  of  his
termination.

     (d)     If a Participant is vested but not eligible for Early Retirement at
his  Severance from Service Date, he shall be assumed to have estimated earnings
equal  to those received in the calendar year preceding his termination for each
year  until his Normal Retirement Date.  This assumption shall also apply to the
computation  of  the  Survivor  Benefit  under  Section  8.4.

Section  1.25A     Social  Security  Covered  Compensation
Social  Security  Covered  Compensation means the average of the Social Security
Maximum  Taxable  Wage  Bases in effect under Section 230 of the Social Security
Act  for  each  year  in the 35 consecutive calendar year period ending with the
earlier  of (a) the Participant's Severance from Service Date or (b) any year in
which  the  Accrued  Benefit  is  determined.

Section  1.26     Social  Security  Offset
Social  Security  Offset  means  an  amount  equal  to  one-half  (1/2)  of  the
Participant's  Social  Security  Benefit multiplied by a fraction (not to exceed
one)  in  which  the numerator is the Participant's actual Credited Service, and
the  denominator  is the greater of the Participant's projected Credited Service
at  his  Normal  Retirement  Date  or  thirty  (30)  years.

Section  1.27     Social  Security  Retirement  Age
Social  Security Retirement Age means the age used as the retirement age for the
Participant  under  Section  216(l) of the Social Security Act, except that such
section  shall  be  applied without regard to the age increase factor, and as if
the  early  retirement  age  under  Section 216(l)(2) of such Act were sixty-two
(62).

Section  1.27A     Spouse
Spouse  means  the  person to whom the Participant is married under local law on
the  date  specified  in  the  Plan  document.

Section  1.28     Temporary  Employee
Temporary  Employee  means  an  employee of the Company or an Affiliated Company
hired (a) for a specific project of limited duration, or (b) to fill the vacancy
of  an  Employee  who  is  on  a  leave  of  absence.

Section  1.29     Trustee  or  Trustees
Trustee  or  Trustees  means  any  corporation,  person  or  persons  who may be
designated  by  the  Board  of  Directors  from  time  to  time to hold, invest,
reinvest,  and disburse certain funds of this Plan, in accordance with the terms
of  a  trust  agreement  or agreement established for the purposes of this Plan.

Section  1.30     Year  of  Credited  Service
Year  of  Credited  Service  means any aggregated 12 months of Credited Service.

                           ARTICLE II - Participation

Section  2.1     Prior  Participants
Any  Employee  who  was  a  Participant  in  the Plan on December 31, 1998 shall
continue  to  be  a  Participant.

Section  2.2     Enrollment
Any  other  Employee shall be enrolled in the Plan on the first day of the month
commencing with or next following the date he completes one (1) Year of Credited
Service,  and  upon  the  completion  of  one (1) Year of Credited Service, such
Employee  shall  become  a  Participant.  Notwithstanding  the  foregoing,  the
following  Employees are not eligible to participate in the Plan:  (i) Employees
as of August 28, 1993 of Energizer Power Systems, a division of Eveready Battery
Company,  Inc.,  (ii)  Temporary  Employees, (iii) Leased Employees, or (iv) any
worker  retained  by  the Company  or any Affiliated Company to perform services
for  the  Company or any Affiliated Company (for either a definite or indefinite
duration)  who  is  characterized  thereby  as  a  fee-for-service  worker  or
independent  contractor or in a similar capacity (rather than in the capacity of
an  Employee),  regardless  of  such  individual's  status  under  common  law,
including, without limitation, any such individual who is or has been determined
by a third party, including, without limitation, a government agency or board or
court  or arbitrator, to be an Employee of the Company or any Affiliated Company
for  any  purpose,  including,  without limitation, for purposes of any employee
benefit  plan  of the Company or any Affiliated Company (including this Plan) or
for  purposes  of  federal,  state  or  local tax withholding, employment tax or
employment  law.

A  Cash  Balance Account with zero value shall be established as of the first of
the  calendar  month  coincident with or next following the date of hire for any
Employee  eligible to become a Participant after taking into account Section 2.4
hereof,  however,  such  Employee shall not become a Participant until the first
day of the month commencing with or next following the date he completes one (1)
Year  of  Credited  Service.

Section  2.3     Re-employment  --  Service  Credit
A  re-employed Participant who has prior Credited Service restored under Section
1.9J  shall  again  become  a  Participant  in  the  Plan  on  his Re-employment
Commencement  Date.

Section  2.3A     Re-employment  --  Eligibility  for Pension Benefit Provisions
A Participant who became a Vested Terminated Participant or Disabled Participant
prior  to January 1, 1999 or who elected the Pension Equity Benefit as a Pension
Benefit  as  of January 1, 1999 and who has a Re-employment Commencement Date on
or  after January 1, 1999 shall have his Pension Benefit determined as a Pension
Equity  Benefit  and shall be a Participant in the Cash Balance Benefit from the
Re-employment  Commencement Date.  A Pension Equity Benefit shall be established
for  such  a  Participant  based  upon Average Annual Earnings as of the date of
termination  and  all  Credited  Service.

A  Participant  who became a Retiree prior to January 1, 1999 or who elected the
FAP  Benefit  as  a  Pension  Benefit  as  of  January  1,  1999  and  who has a
Re-employment  Commencement  Date  on  or after January 1, 1999 will continue to
accrue  a  Pension  Benefit  under  the  FAP  Benefit  provisions  of  the Plan.

Any  Participant who first becomes a Participant on or after January 1, 1999 and
who  has  a  Re-employment  Commencement  Date  thereafter shall have his entire
Pension  Benefit  determined  as  a  Pension  Equity  Benefit  and  shall  be  a
Participant  in  the  Cash  Balance  Benefit from the Re-employment Commencement
Date.

Section  2.3B     Re-employment -- Calculation of Accrued Benefit and Suspension
of  Benefit  Payments Any Rehired Participant shall have annuity payments from
the Plan suspended upon his  Re-employment  Commencement  Date, and the
provisions of Section 6.2A shall apply.  Notwithstanding  anything  in the Plan
to the contrary, the value of all prior distributions from the Plan shall reduce
the Actuarial Equivalent value of the  Accrued  Benefit  for  a  Rehired
Participant, and any of his FAP Benefit, Pension  Equity  Benefit, and any Cash
Balance Benefit under the Plan, according to  the  source  of  the  prior
distribution.

In  the  calculation  of the Accrued Benefit attributable to the Pension Benefit
for a Rehired Participant, all Credited Service shall be taken into account, and
all Periods of Service shall be taken into account in determining Average Annual
Earnings, subject at any future Annuity Starting Date to the offset described in
this  Section  2.3B.

In  the  calculation  of  the  Accrued  Benefit attributable to the Cash Balance
Benefit  for  a  Rehired  Participant,  the Cash Balance Account of such Rehired
Participant  shall be restored, adjusted according to the Periodic Interest Rate
from  any  Annuity Starting Date, subject at any future Annuity Starting Date to
the  offset  described  in  this  Section  2.3B.

Section  2.4     Employees  Covered  by  a  Collectively  Bargained  Plan
Except  as  provided by Appendix B on and after October 1, 1996, no Employee who
is  covered  by  a  collective  bargaining  agreement  between the Company or an
Affiliated  Company  and any labor organization which requires the Company or an
Affiliated Company to contribute to a pension fund, or plan providing retirement
benefits  other than those provided by this Plan, shall be eligible to become or
remain  a  Participant  hereunder.  If  an  Employee  ceases to be a Participant
because  of  the  provisions  of  this Section 2.4, his rights to the payment of
benefits credited to him as a Participant under this Plan shall be determined by
the  terms  of  the  collective  bargaining  agreement.

Section  2.5     Employees  Covered  by  Merged  Plans
Any Employee who was a participant in a plan qualified under Code Section 401(a)
which is merged with this Plan shall become a Participant in this Plan as of the
date  of  such  merger,  in accordance with the terms of this Plan as amended to
account  for  such  merger.  Except as may be provided in Appendix B hereto, any
other Employee eligible to become a participant in such merged plan but not such
a  participant  as of the merger date shall become a Participant in this Plan in
accordance  with  Section  2.2  computing  Credited  Service from his Employment
Commencement  Date  with  the  sponsor  of  the  merged  plan as defined in said
sponsor's  plan.

Section  2.6     Participation  in  Pension  Equity  Benefit
Any  Participant  who  is  also  an  Admin  Employee  on  December  31, 1998 may
irrevocably  elect,  effective  January  1, 1999, to receive his Pension Benefit
calculated  in accordance with Section 5.1(a) (the FAP Benefit) or in accordance
with  Section  5.1(b) (the Pension Equity Benefit).  Such election shall be made
in  accordance  with  the  forms and procedures prescribed by the Company.  Such
election  shall  not  be  available  to  Production  Employees.

Any  Admin  Employee who first becomes a Participant on or after January 1, 1999
shall  be eligible to receive a Pension Equity Benefit and ineligible to receive
a FAP Benefit, and his Pension Benefit shall be calculated exclusively under the
Pension  Equity  Benefit  provisions  of  the  Plan.

A  Participant  who  is  an Admin Employee on December 31, 1998 and who fails to
make an election within the period required by the Plan Administrator to receive
his  Pension  Benefit  either  in  the  form  of a FAP Benefit or Pension Equity
Benefit  shall be deemed to have irrevocably elected to continue to receive such
Pension  Benefit  in  the  form  of  a  FAP  Benefit.

The  election by a Participant who is on a Leave of Absence on December 31, 1998
to receive his Pension Benefit in the form of a Pension Equity Benefit shall not
be  effective until the date such Participant returns to active employment as an
Admin  Employee,  as  determined  by  the  Plan  Administrator.

Section  2.7     Participation  in  Cash  Balance  Benefit
Any  Employee  who is also a Participant on January 1, 1999 and any Employee who
becomes a Participant on or after January 1, 1999 shall be eligible to receive a
Cash  Balance  Benefit.

                           ARTICLE III - Contributions

Section  3.1     Employee  Contributions
Subsequent  to  December  31,  1972,  no  contributions  are  required  from any
Participant.  No  voluntary  or  rollover  contributions  shall  be  permitted.
Existing  employee  contribution  account balances, if any, shall continue to be
separately  accounted  for and be nonforfeitable.  For the period before January
1,  1976,  interest  at  the  rate  specified  in  the Predecessor Plan shall be
credited.  For  the  period  commencing  January 1, 1976 and ending December 31,
1987,  interest  at  the  rate of five percent (5%) compounded annually shall be
credited.  For  the  period  commencing January 1, 1988, interest at the rate of
one  hundred  twenty  percent  (120%) of the Federal mid-term rate (as in effect
under  Section  1274  of  the  Code  for the first month of the year) compounded
annually  shall be credited.  The rights of a Participant to the benefit derived
from  his employee contributions shall be governed by the applicable sections of
this  Plan.

Section  3.2     Affiliated  Company  Contributions
Each  Affiliated Company participating in this Plan shall make the contributions
required  by this Plan with respect to the Employees of such Affiliated Company.
Such  payments  shall  be  made  by  the  appropriate  Affiliated Company to the
Trustees or to any insurance company in such amounts and at such times as may be
determined  by agreement between the Plan Administrator or its delegatee and the
Trustees  or  any  insurance company.  Such payments to any Trustee or insurance
company  shall  be made in such aggregate amount as the Affiliated Company shall
consider  necessary  on  the  basis  of  actuarial calculations to carry out the
purposes  of  this  Plan.

                              ARTICLE IV - Vesting

Section  4.1     Vesting

(a)     A Participant shall be fully vested in his FAP Benefit or Pension Equity
Benefit  upon  the  earlier  of:

(i)     attainment  of  an Early Retirement Date while employed with the Company
or  an  Affiliated  Company;  or

(ii)     Completion  of  five  (5)  Years  of  Credited  Service;  or

(iii)     attainment  of  age sixty-five (65) while employed with the Company or
an  Affiliated  Company.

          Accumulated  employee  contributions,  including  interest credited on
such  contributions,  shall  be  fully  vested  at  all times and in all events.

(b)     A  Participant's  vested  interest  in his Cash Balance Account shall be
determined  by  his  Years  of Credited Service in accordance with the following
schedule:

     Years  of  Credited  Service     Vested  Percentage
     ----------------------------     ------------------

     fewer  than  1                         0%
     at  least  1  but  fewer  than  2     25%
     at  least  2  but  fewer  than  3     50%
     at  least  3  but  fewer  than  4     75%
     4  or  more                          100%

     Notwithstanding  the  foregoing,  the Cash Balance Account of a Participant
shall  be  100%  vested  and nonforfeitable upon Permanent and Total Disability,
Plan  termination,  or  such  Participant's  death  or  attainment of his Normal
Retirement  Date  while  still employed by the Company or an Affiliated Company.

Section  4.2     Years  of  Credited  Service  for  Vesting
Notwithstanding  the  foregoing,  Credited Service for vesting shall include the
number  of whole Years of Credited Service earned by a Participant. All Years of
Credited  Service  shall  be  counted  except:

     (a)     years  relating  to any period in which the Plan or the Predecessor
Plan  was  not  maintained  by  the  Company  or  any Affiliated Company, except
provided  in  Article  XII,  and

     (b)     years  before January 1, 1976, if such years were disregarded under
the terms and conditions of the Plan or Predecessor Plan in effect at that time,
except  as  otherwise  provided  in Section 1.9 with regard to bridging of prior
Continuous  Service.

Notwithstanding  the  provisions  of  Section  1.9 regarding Periods of Service,
Credited  Service for vesting shall include the Years of Credited Service earned
by  a  Participant  since  the  date  of  hire  by  the  Golden  Cat  Company.

                          ARTICLE V - Amount Of Benefit

Section  5.1     Normal  Retirement  Benefit

The Normal Retirement Benefit of a Participant is a monthly annuity for the life
of  the Participant which is the sum of the (a) the FAP Benefit or the Actuarial
Equivalent  of  the  Pension Equity Benefit, as applicable to a Participant, and
(b)  the  Actuarial  Equivalent  of  the  Cash Balance Account as of the Annuity
Starting  Date.

(a)     FAP  Benefit

(i)     The  FAP Benefit calculated in accordance with this Section 5.1(a) shall
be  an  annual  benefit  equal  to  one and one-half percent (1-1/2%) of Average
Annual Earnings multiplied by Credited Service up to forty (40) years reduced by
the  Social  Security Offset.  If such Participant is an Eligible Participant as
defined in 5.1(d) below, his FAP Benefit shall also include his Supplemental FAP
Benefit,  as  determined  in  5.1(d)  below.

(ii)     Such  Participant's Normal Retirement Benefit shall not be less than an
annual  benefit  equal to one and one-quarter percent (1-1/4%) of Average Annual
Earnings  not  in excess of fifteen thousand dollars ($15,000) multiplied by his
Credited  Service  up  to  forty  (40)  years.

(b)     Pension  Equity  Benefit.

For  any  eligible  Participant,  the  Pension Equity Benefit is, the sum of the
amounts  determined  below  at  the  date  of termination of employment with the
Company, providing for an allocation in respect of each Year of Credited Service
according to the chart set forth below, but applying all such percentages to the
Average  Annual  Earnings  at  the  date  of  such  termination  of  employment:

                                                        Additional Percentage of
                                                         Average Annual Earnings
                                                              In Excess Of
                               Percentage of Average         Social Security
                                 Annual Earnings          Covered Compensation
                                  ---------------        ----------------------

Each of the first 5 years of           4.0%                        3.5%
 Credited Service
Next 5 Years of Credited Service       5.0%                        3.5%
Next 5 Years of Credited Service       6.5%                        3.5%
Next 5 Years of Credited Service       8.0%                        3.5%
All Subsequent Years of Credited      10.0%                        3.5%
 Service

Fractional  Years of Credited Service shall be recognized by supplying an amount
equal to (a) the months of Credited Service divided by 12, times (b) each of the
applicable  percentages  in the above table, relating to the fractional Years of
Credited  Service  being  included  in the determination of the Accrued Benefit.
The  value  of the Pension Equity Benefit shall increase at an annual rate of 3%
from  the  date  of  termination  of employment until the Annuity Starting Date.

If  such  Participant is an Eligible Participant as defined in 5.1(e) below, his
Pension  Equity  Benefit  shall  also  include  his  Supplemental Pension Equity
Benefit,  as  determined  in  5.1(e)  below.

(c)     Minimum Accrued Benefit.  Notwithstanding subparagraphs (a) and (b), the
Accrued  Benefit  of  a  Participant  who  was an Employee on December 31, 1998,
derived  from a Participant's FAP Benefit or Pension Equity Benefit shall not be
less  than  the Accrued Benefit determined as if such Participant had terminated
employment  as  of  December  31,  1998,  based on the provisions of the Plan in
effect  for  such  Participant  on  such  date.

(d)     Supplemental  FAP  Benefit.  An  Eligible Participant's Supplemental FAP
Benefit,  payable as of the Eligible Participant's Normal Retirement Date, shall
be  an  annuity  benefit  equal  to  the product of (i), (ii), and (iii), where:

(i)     is  the  Eligible  Participant's  Average  Annual  Earnings;

(ii)     is  the  Eligible  Participant's  Credited  Service  measured since the
Eligible  Participant's  Supplement  Eligibility  Date;  and

(iii)     is  the  Eligible  Participant's  Supplement  Percentage.

Solely  for  purposes of this Section 5.1(d), "Eligible Participant" means those
Employees  who  participate  in  the Company's Supplemental Executive Retirement
Plan.

For  purposes  of  this  Section  5.1(d),  "Supplement  Eligibility Date" means:

(i)     October  1,  1994  for an Employee who was an Eligible Participant as of
October  1,  1994;

or

(ii)     The  October  1  coincident  with  or  following the date upon which an
Employee  becomes  an  Eligible  Participant  after  October  1,  1994.

For  purposes of this Section 5.1(d), "Supplement Percentage" means a percentage
developed  as  the  quotient  of  (I)/(II),  where:

(I)     is  the  excess  of  (i) the Eligible Participant's projected retirement
benefit  without regard to the limits on Annual Earnings imposed by Code Section
401(a)(17)  assuming  the  Eligible  Participant's  Early Retirement Date is age
sixty-two (62), over (ii) the Eligible Participant's projected Normal Retirement
Benefit  assuming  the Eligible Participant's Early Retirement Date is the first
day of the month nearest the date on which the Eligible Participant both attains
age  sixty-two  (62),  and  completes  two  (2)  years of Credited Service.  For
purposes of this projection, the Eligible Participant's Annual Earnings shall be
assumed  to increase at a rate of five and one-half percent (5.5%) per year from
his  level  of  Annual  Earnings  as  of his Supplement Eligibility Date and the
limits on Annual Earnings imposed by Code Section 401(a)(17) shall be assumed to
increase  after  the  Supplement  Eligibility Date at an underlying rate of five
percent  (5.0%)  per  year.

and

(II)     is  the  product  of  (i)  the  Eligible  Participant's  Average Annual
Earnings  projected  to  his  age sixty-two (62) under the above assumptions and
limited  by  the  provisions of the Code Section 401(a)(17), as projected to age
sixty-two  (62) under the above assumptions, and (ii) the Eligible Participant's
projected  Credited  Service  measured as the Period of Service beginning on his
Supplement  Eligibility  Date  and  ending  on  the Eligible Participant's Early
Retirement  Date.

(e)     Supplemental  PEP Benefit.  An Eligible Participant shall also receive a
Supplemental  Pension  Equity Benefit which is equal to the product of (i), (ii)
and  (iii) determined below for each full year of Credited Service, completed by
such  Participant.

(i)     is  the  Eligible  Participant's  Average  Annual  Earnings;

(ii)     is  the  Eligible  Participant's  Credited  Service  measured since the
Eligible  Participant's  Supplement  Eligibility  Date;  and

(iii)     is  the  Eligible  Participant's  Supplemental  PEP  Percentage.

Solely  for  purposes of this Section 5.1(e), "Eligible Participant" means those
Employees  who  participate  in  the Company's Supplemental Executive Retirement
Plan  and  who  have  elected  the  Pension  Equity  Benefit.

For  purposes  of  this  Section  5.1(e),  "Supplement  Eligibility Date" means:

(i)     October  1,  1994  for an Employee who was an Eligible Participant as of
October  1,  1994;

or

(ii)     The  October  1  coincident  with  or  following the date upon which an
Employee  becomes  an  Eligible  Participant  after  October  1,  1994.

For  purposes  of  this  Section  5.1(e),  "Supplemental PEP Percentage" means a
percentage  developed  as the lesser of 10% and the quotient of (I)/(II), where:

(I)     is the excess of (i) the Eligible Participant's projected Pension Equity
Benefit  without regard to the limits on Annual Earnings imposed by Code Section
401(a)(17)  assuming  the  Eligible  Participant's  Early Retirement Date is age
sixty-two  (62),  over  (ii) the Eligible Participant's projected Pension Equity
Benefit  assuming  the Eligible Participant's Early Retirement Date is the first
day of the month nearest the date on which the Eligible Participant both attains
age  sixty-two  (62),  and  completes  two  (2)  years of Credited Service.  For
purposes of this projection, the Eligible Participant's Annual Earnings shall be
assumed  to increase at a rate of five and one-half percent (5.5%) per year from
his  level  of Annual Earnings as of his Supplement Eligibility Date, the limits
on  Annual  Earnings  imposed  by  Code  Section  401(a)(17) shall be assumed to
increase  after  the  Supplement  Eligibility Date at an underlying rate of five
percent  (5.0%)  per  year  and  the Social Security Maximum Taxable Wage Bases,
which serve as a basis for the Social Security Covered Compensation increases at
a  rate  of 4.5% per annum from the Social Security Maximum Taxable Wage Base in
effect  on  the  Supplement  Eligibility  Date.

and

(II)     is  the  product  of  (i)  the  Eligible  Participant's  Average Annual
Earnings  projected  to  his  age sixty-two (62) under the above assumptions and
limited  by  the  provisions of the Code Section 401(a)(17), as projected to age
sixty-two  (62) under the above assumptions, and (ii) the Eligible Participant's
projected  Credited  Service  measured as the Period of Service beginning on his
Supplement  Eligibility  Date  and  ending  on  the Eligible Participant's Early
Retirement  Date.

(f)     Cash Balance Account. The Normal Retirement Benefit of a Participant who
is  an  Employee  on  or  after  January  1,  1999,  shall include the Actuarial
Equivalent  of  his  Cash Balance Account.  A Participant's Cash Balance Account
shall  equal  the  sum  of  hypothetical  allocations  or  "regular credits" and
hypothetical  earnings or "interest credits" allocated to the Participant's Cash
Balance  Account  as  determined  below:

(i)     Regular  Credits.  A  Participant's  Cash  Balance  Account  shall  be
credited at the end of each payroll period with an amount equal to three hundred
percent  (300%)  of  the  Participant's after-tax Supplemental Contributions for
such  payroll  periods  to  the  Company's Restated Savings Investment Plan (the
"SIP"),  a  plan and trust qualified under Code Section 401(a), or any successor
plan  thereto,  in  accordance with Section 4.04 of the SIP;  provided, however,
that  such  Regular Credit shall not exceed 5.25 percent of the compensation (as
defined  in  the  SIP)  for  such  payroll period that is eligible for after-tax
Supplemental  Contributions.

(ii)     Interest  Credits.  As of the last day of each calendar month beginning
after  the  later  of December 31, 1998 or the establishment of the Account, and
ending  prior  to  the Annuity Starting Date of a Participant on whose behalf an
Account  is  maintained,  the  Account,  valued as of the beginning of each such
calendar  month,  of  each  such  Participant  shall  be credited with an amount
calculated using an annual rate of interest equal to the Periodic Interest Rate,
as  adjusted  for monthly allocations.  Furthermore, in the calendar year of the
Participant's  Annuity  Starting  Date, Interest Credits shall be made as of the
Participant's  Annuity  Starting  Date  to reflect Interest Credits through that
date.

Section  5.2     Compliance  With  Code  Section  401(a)(17)
Unless  otherwise  provided  under the Plan, the benefit accrued under this Plan
for  each  "Section  401(a)(17)  Employee" (as hereinafter defined) shall be the
greater  of  the  accrued  benefit  determined for the Employee under (a) or (b)
below:

(a)     the  Employee's  accrued  benefit determined with respect to the benefit
formula  applicable  for  the Plan Year beginning October 1, 1994, as applied to
the  Employee's  total  years  of  Credited  Service,  or

(b)     the  sum  of:

(i)     the  Employee's  accrued  benefit  as  of  the last day of the Plan Year
beginning October 1, 1993, frozen in accordance with Treasury Regulation Section
1.401(a)(4)-13,  and

(ii)     the  Employee's  accrued  benefit  determined under the benefit formula
applicable  for  the  Plan  Year  beginning  October  1, 1994, as applied to the
Employee's  years  of  Credited  Service credited to the Employee for Plan years
beginning  October  1,  1994.

          For  purposes  of  this  Section  5.2, a "Section 401(a)(17) Employee"
means  an  Employee whose current accrued benefit as of October 1, 1994 is based
on  Compensation  for the Plan Year beginning October 1, 1993, that exceeded one
hundred  fifty  thousand  dollars  ($150,000).

Section  5.3     Intentionally  Omitted

Section  5.4     Prior  Service  Guarantees
For  Participants  who were Participants in the Predecessor Plan on December 31,
1972,  the  Normal  Retirement  Benefit shall be computed in accordance with the
special  Prior  Service Guarantees provided in Section 5.6 of the Plan in effect
on  December  31,  1984.

Section  5.5     Offset  for  Retirement  Payments  Required  by  Foreign  Law
The  retirement benefit calculated in this Article V shall be further reduced by
the  Actuarial Equivalent Value of any lump sum payment, retirement benefit, old
age  pension, severance pay benefit or other similar benefit which is paid by or
is  determined  to  be  attributable  to direct or indirect contributions by the
Company  or  an  Affiliated  Company  or  a domestic or Foreign Affiliate of the
Company  or an Affiliated Company, to which the Participant or a Beneficiary is,
or  shall  become  eligible  to receive, whether the payment is required by law,
decree  or  ruling of any nation (or political subdivision or agency thereof) or
pursuant  to  any  individual  contract  or  collective bargaining agreement, or
participation  in  another  retirement  plan.

     The  determination  of whether, and to what extent, such other benefits are
in  duplication of the retirement benefits payable under this Plan shall be made
by  the  Plan  Administrator  or  its  delegatee  which  shall  make  any  such
determination  on  the basis of uniform, consistent and nondiscriminatory rules.

Section  5.6     Maximum  Limitation  on  a  Participant's  Retirement  Benefit

     (a)     Defined  Benefit Limitation.  The annual Retirement Benefit payable
             ---------------------------
under  all  defined  benefit  plans  maintained by the Company or any Affiliated
Company  to  a  Participant  in  any  Plan  Year shall not exceed the lesser of:

(i)     Ninety  thousand  dollars  ($90,000),  or  such  other  amount as may be
required  by  Code  Section  415(b)(1)(A) effective on the first day of the Plan
Year,  or

(ii)     One  hundred percent (100%) of the Participant's highest average Annual
Earnings  during  any  three  consecutive  years  of  participation in the Plan.

(b)     Adjustment  For Form of Benefit.  If the Participant's annual Retirement
        -------------------------------
Benefit  is not paid in the form of a single life annuity, a Qualified Joint and
Survivor  Annuity  or  Option A (with the Participant's spouse designated as the
contingent  annuitant  and  the  percentage  of  the Participant's benefit to be
continued  after his death not less than fifty (50) percent), such benefit shall
be  adjusted  so  that  it is the actuarial equivalent of a single life annuity.
Such actuarial adjustment shall use an interest rate of five percent (5%) or the
rate  specified  in  Section  7.4,  if  greater.

(c)     Adjustment  For  Early  Distribution.  If  the  retirement  benefit of a
        ------------------------------------
Participant  commences  before  the Participant's Social Security Retirement Age
but  on  or after age sixty-two (62), the dollar limitation shall be adjusted so
that  it is the actuarial equivalent of an annual benefit of the amount required
by  Code  section  415(b)(1)(A) beginning at the Social Security Retirement Age.
The  adjustment  provided in the preceding sentence shall be made in such manner
as  the  Secretary  of  the  Treasury may prescribe which is consistent with the
reduction  for  old-age insurance benefits commencing before the Social Security
Retirement  Age  under  the  Social  Security  Act.

If  the  retirement  benefit of a Participant commences before the Participant's
Social  Security  Retirement  Age  and  before  age  sixty-two  (62), the dollar
limitation of (a)(1) shall be adjusted so that it is the actuarial equivalent of
an annual benefit that dollar amount beginning at the Social Security Retirement
Age.  Such  actuarial  adjustment  shall  use an interest rate not less than the
greater  of  the  interest  rate  specified in Section 7.4 or five percent (5%).

     (d)     Adjustment for Deferred Retirement.  If the retirement benefit of a
             ----------------------------------
Participant  commences  after  the Participant's Social Security Retirement Age,
the  dollar limitation of paragraph (a)(1) above shall be adjusted so that it is
the  actuarial  equivalent  of  an annual benefit of the amount required by Code
section  415(b)(1)(A  beginning  at  the  Social  Security Retirement Age.  Such
actuarial  adjustment  shall use an interest rate not greater than the lesser of
five  percent  (5%)  or  the  rate  specified  in  Section  7.4.

     (e)     Adjustment  for  Years  of  Participation.  If  a  Participant  has
             -----------------------------------------
completed  less  than  ten (10) years of participation, the dollar limitation of
paragraph (a)(1), as adjusted by paragraph (c) or (d) above, shall be reduced by
a fraction, the numerator of which is the Participant's number of years (or part
thereof)  of  participation  in  the  plan, and the denominator of which is ten.

     (f)     Adjustment  for  Years  of  Credited Service.  If a Participant has
             --------------------------------------------
completed  less  than  ten  (10)  years  of  Credited  Service, the compensation
limitation  of  (a)(2)  above  shall be adjusted by multiplying such amount by a
fraction,  the  numerator  of  which  is  the  Participant's  number of years of
Credited  Service  (or  part  thereof),  and  the  denominator  of which is ten.

     (g)     Limitations on Reductions.  In no event shall paragraphs (e) or (f)
             -------------------------
reduce  the limitations provided under paragraph (a) or Section 415(b)(4) of the
Code  to  an  amount  less  than  one-tenth  of  the  applicable  limitation [as
determined  without  regard  to  paragraph  (e)  or  (f)].

     (h)     Structure.  To  the  extent  provided  by  the  Secretary  of  the
             ---------
Treasury,  the limitations of paragraphs (e) and (f) shall be applied separately
with  respect  to  each  change  in  the  benefit  structure  of  the  plan.

     (i)     Protection  of  Current  Accrued  Benefit.  If  an individual was a
             -----------------------------------------
Participant  on  January 1, 1987 in one or more defined benefit plans maintained
by  the  Company or an Affiliated Company, which plan was in existence on May 6,
1986,  and  the  sum  of  the  annual benefits accrued by such Participant as of
December  31,  1986, disregarding any changes in the terms and conditions of the
Plan after May 5, 1986, exceeds the dollar limitation of sub-paragraph (a)(1) of
this  Section  as  modified  by paragraphs (a) through (f), then for purposes of
this  Section 5.6(i) and Section 5.7 the dollar limitation of (a)(1) shall equal
the  sum  of  such  annual  benefits.

Section 5.7     Maximum Benefit if Participant Covered Under Both the Plan and a
Defined  Contribution  Plan  For  Plan Years Beginning On Or Before December 31,
1999

     (a)     In  the  case  of  a Participant who also participates in a defined
contribution  plan  of  the  Company  or  the  Affiliated Companies, the maximum
benefit  to  be  accrued  each  Plan  Year under the Plan shall be limited to an
amount  determined  as  follows:

(i)     First,  there  shall  be computed under the Plan as of the close of each
Plan  Year  a  fraction, the defined benefit fraction, in which the numerator is
the  Participant's  combined projected benefit at Normal Retirement Date for all
defined  benefit  plans  maintained by the Company or an Affiliated Company, and
the  denominator is the lesser of (A) the dollar limitation for the Plan Year in
5.6(a)(1)times  1.25  or (B) the compensation limit for the Plan Year in Section
5.6  (a)(2)  times  1.4.

(ii)     Second,  there shall be computed under the defined contribution plan as
of the close of each Plan Year a fraction, the defined contribution fraction, in
which  the  numerator  is  the sum of all of the Annual Additions [as defined in
Section  5.7(b)  below]  to  the  Participant's  account  under  all  defined
contribution  plans maintained by the Company or an Affiliated Company as of the
close  of  the Plan Year and the denominator is the sum of the Maximum Amount of
Annual  Additions  to  the  Participant's  account as defined in (c) below which
could  have  been  made  for  such  Plan  Year  and  all prior years of service.

(iii)     Third,  the  fractions determined under (i) and (ii) shall be totalled
and  if  the  resulting  sum is more than 1.0, the Participant's accrued benefit
under  the  Plan  for  the  Plan Year in question shall be limited to the amount
which  will  produce  a  fraction  under  (i)  which  when added to the fraction
determined  under  (ii)  will  not  result  in  a  sum  in  excess  of  1.0.

     (b)     For  purposes of the limitations contained in this Section 5.7, the
Annual Addition to the Participant's account under the defined contribution plan
for a Plan Year shall include to the extent applicable (1) Company or Affiliated
Company and employee contributions, including excess contributions as defined in
Section  401(k)(8)(B)  of the Code, excess aggregate contributions as defined in
Section  401(m)(6)(B),  and  excess  deferrals  as  defined  in  Section 402(g),
regardless of whether such amounts are distributed or forfeited, (2) forfeitures
for  the  Plan  Year,  and  (3)  amounts  described  in  Sections  415(l)(1) and
419(A)(d)(2)  of  the  Code.  The  Annual  Addition  for  any  Plan  Year  of  a
Predecessor  Plan  beginning  before  January 1, 1987 shall not be recomputed to
treat  all  Employee  Contributions  as  an  Annual  Addition.

     (c)     For  purposes  of the limitations contained in this Section 5.7(c),
the  Maximum  Amount of Annual Additions in any Plan Year shall be the lesser of
(1)  the maximum dollar limit in effect under Code Section 415(c)(1)(A) for such
year  times  1.25,  or  (2)  the  amount  taken  into account under Code Section
415(c)(1)(B)  for  that  year  times  1.4.

     (d)     If  the  defined  benefit  plans  and defined contribution plans in
which a Participant participates were in existence on May 6, 1986, and satisfied
the applicable requirements of Section 415 of the Code as in effect for all Plan
Years  beginning  before January 1, 1987, an amount shall be subtracted from the
numerator  of  the  defined  contribution  plan  fraction  (not  exceeding  such
numerator) as prescribed by the Secretary of the Treasury so that the sum of the
defined  benefit  plan  fraction and defined contribution plan fraction computed
under  Section  415(e)(1)  of  the  Code does not exceed 1.0 for such Plan Year.

                        ARTICLE VI - Retirement Benefits

Section  6.1     Normal  Retirement
A Participant shall be entitled to his full, unreduced Normal Retirement Benefit
upon  attainment  of  his  Normal  Retirement  Date  payable in the Normal Form.

Section  6.2     Deferred  Retirement
A  Participant  may  defer  his retirement to his Deferred Retirement Date.  The
permission  of the Company or Affiliated Company concerned, acting through or at
the  direction  of  its  Board  of  Directors  is  necessary  in  order to defer
retirement  past  attainment  of age seventy (70).  In those jurisdictions where
mandatory  retirement  is  prohibited  by law (including the United States), the
permission  of  the  Company  or  the  Affiliated  Company is not required.  The
retirement  benefit payable upon actual retirement shall be the benefit computed
in  accordance  with  the  applicable  provision  of  Article  V on the basis of
aggregate Credited Service to the time of such actual retirement and actuarially
adjusted for any payments previously made; provided, however, that a Participant
who  has  not  been credited with at least one Hour of Service with respect to a
Plan  Year  beginning  after  December  31,  1987  shall  not be entitled to any
accruals  of retirement benefits for employment past his Normal Retirement Date.

     Unless  the Participant otherwise elects, the payment of benefits under the
Plan  to the Participant will begin not later than the 60th day after the latest
of  the  close  of  the  Plan  Year  in  which--

     (A)  the  date  on  which  the  Participant  attains  the  age  65,

     (B)  occurs  the  10th  anniversary  of  the  year in which the Participant
commenced  participation  in  the  Plan,  or

     (C)  the  Participant  terminated  his  service  with  the  Employer.

Section  6.2A     Suspension  of  Benefits
Subject  to  any  requirements  of  early commencement of retirement benefits of
Section 6.5 below, a Participant who defers his retirement shall not be entitled
to  any benefits from this Plan for any month in which he has been credited with
at  least  one  Hour  of  Service  in  at  least  eight  (8)  days.

     If  a  Participant  who had retired is rehired as an Employee (and not as a
Temporary  Employee) by the Company or an Affiliated Company, such Participant's
monthly benefit shall be withheld for any month in which he is employed at least
eight  (8)  days.  The  retirement benefit payable upon subsequent retirement of
such Participant shall be the benefit computed in accordance with the applicable
provisions  of  Article V on the basis of aggregate Credited Service to the time
of any such subsequent retirement, and adjusted on an Actuarial Equivalent basis
for  any  payments previously made under the form of benefit previously elected.
The  Normal  Retirement  Benefit shall resume no later than the first day of the
third  month after the month in which the Employee last worked in at least eight
days.

Section  6.3     Early  Retirement  --  FAP  Benefit  Only
A  Participant  who  has a FAP Benefit and who attains his Early Retirement Date
may  elect  to  terminate  employment  and commence the FAP Benefit immediately,
payable  in  the  Normal  Form.  If  a  Participant had become vested in his FAP
Benefit  in  accordance  with Section 4.1 prior to electing Early Retirement, he
may  elect  to  defer commencement of his FAP Benefit until the first day of any
month  beginning  before  his  Normal  Retirement  Date.  The  amount  of such a
Participant's  FAP  Benefit shall be the amount of his Normal Retirement Benefit
calculated  up  to his Early Retirement Date and reduced by five-twelfths of one
percent  (5/12 of 1%) for each month by which the Participant's Early Retirement
Date  precedes the first day of the month nearest the Participant's sixty-second
(62nd)  birthday.

Section  6.4     Vested  Deferred  Retirement  --  FAP  Benefit  Only
A  Participant  who  separates from employment after having become vested in his
FAP  Benefit  in  accordance  with  Section  4.1  shall  be entitled to a Vested
Deferred  FAP Benefit.  Such Vested Deferred FAP Benefit shall be payable in the
Normal Form and shall commence, at the election of the Participant, on the first
day  of  any month after attaining eligibility for Early Retirement Date but not
later  than  Normal  Retirement  Date.  If  a Participant separates from service
before  satisfying  the  age requirement for early retirement, but has satisfied
the  service  requirement,  the  Participant  will be entitled to elect an early
retirement  benefit  upon  satisfaction  of  such  age  requirement.

The amount of a Participant's Vested Deferred FAP Benefit shall be the amount of
his  Normal  Retirement Benefit calculated up to his Severance from Service Date
and reduced by five-twelfths of one percent (5/12 of 1%) for each month by which
his  Vested  Deferred FAP Benefit commences prior to his Normal Retirement Date.

Section  6.4A     Vested  Deferred Retirement -- Pension Equity Benefit and Cash
Balance  Benefit
A Participant who has a Pension Equity Benefit or a Cash Balance Benefit that is
vested  under  Section  4.1  may,  at  any  time  on or after such Participant's
termination  of  employment,  elect  a  Pension  Equity  Benefit or Cash Balance
Benefit  to  commence as of the first day of any month thereafter which is prior
to  such  Participant's  Normal  Retirement  Date.  In such case the Participant
shall  receive  a  Pension  Equity  Benefit or Cash Balance Benefit which is the
Actuarial Equivalent of his Pension Equity Benefit or Cash Balance Benefit as of
such  Annuity  Starting  Date,  payable  as  provided  in  Section  7.

Section  6.5     Commencement  of  Retirement  Benefits
The  FAP  Benefit  shall  commence at any Annuity Starting Date on or after such
Participant's Early Retirement Date.  A Pension Equity Benefit or a Cash Balance
Benefit  may  become  payable  at  any  Annuity  Starting  Date on or after such
Participant's  termination  of employment, at the election of the Participant in
accordance  with  the  Plan's  forms  and  procedures.

Notwithstanding the foregoing, regardless of any election by the Participant for
any  Participant  who attained age seventy and one-half (70-1/2) years of age on
or  after January 1, 1988, distribution of retirement benefits shall commence no
later than April 1 of the calendar year following the calendar year in which the
Participant  who  has  terminated  his  employment  attains seventy and one-half
(70-1/2)  years  of  age.

          The  required  beginning date of a Participant who attains age seventy
and  one-half  (70-1/2) before January 1, 1988 shall be no later than April 1 of
the  calendar  year  following  the  later  of  the  calendar  year in which the
Participant  attains seventy and one-half (70-1/2) years of age, or the calendar
year  in  which  the  Participant  actually  retires; provided that deferment on
account  of  continued  employment after attaining seventy and one-half (70-1/2)
years  of age shall not apply in the case of a Participant who is a five-percent
(5%)  owner,  as defined in section 416(i) of the Code, with respect to the Plan
Year  ending  in  the calendar year in which the Participant attains seventy and
one-half  (70-1/2)  years  of  age.

Section  6.6     Withdrawal  of  Contributions
A  Participant  may withdraw the entire amount of his contributions and credited
interest  at any time prior to his retirement.  No Participant who has withdrawn
his  contributions  shall be permitted to restore his contributions to the Plan.

          If  any Participant withdraws his contributions and credited interest,
his  annual Pension Benefit, prior to any adjustment for Early Retirement or for
optional  forms of payment, shall be reduced by an amount equal to forty percent
(40%)  of  his  contributions  without  interest.

Section  6.7     Inability  to  Locate  Participants  or  Beneficiaries
In  the  event  that  all,  or  any  portion  of  the  distribution payable to a
Participant  or  his  Beneficiary hereunder shall, at the expiration of five (5)
years after it becomes payable, remain unpaid solely because of the inability of
the  Plan  Administrator, after diligent effort, to ascertain the whereabouts of
such  Participant  or  his  Beneficiary,  the  amount  so distributable shall be
retained  as an asset of the Plan.  In the event a Participant or Beneficiary is
subsequently  located,  such  benefit  shall  be  restored.

                    ARTICLE VII - Form Of Retirement Benefit

Section  7.1     Form  of  Benefit
Subject  to  the  provisions of Section 7.2 below, the Normal Form of retirement
benefit  payable to a Participant shall be a monthly amount equal to one-twelfth
(1/12) of the applicable annual benefit payable until the first day of the month
preceding  his death.  If a Participant dies before receiving sixty (60) monthly
payments,  monthly  retirement  payments  will  be  made  after his death to his
Beneficiary  until  an  aggregate of sixty (60) monthly payments have been made.
If  the  death of the Participant and the Beneficiary shall both occur before an
aggregate  of  sixty  (60)  monthly  payments have been made, the commuted value
(based  on  the Actuarial Equivalent factors) of the remaining payments shall be
paid  to  the  estate  of  the  last to die.  If a Participant dies on a monthly
payment  date,  the  payment  due  shall  be  paid  to  the  Beneficiary.

Section  7.2     Qualified  Joint  and  Survivor  Annuity
Unless  an optional form of benefit is selected pursuant to a qualified election
within the ninety (90) day period ending on the Annuity Starting Date, a married
Participant  shall  receive  his  retirement  benefit in the form of a Qualified
Joint  and  Survivor  Annuity,  and  an  unmarried participant shall receive his
retirement  benefit  in  the  form  of an immediate life annuity.  The Qualified
Joint  and  Survivor  Annuity shall be a reduced monthly benefit for the life of
the Participant and, at his death, a survivor annuity for the life of his spouse
equal  to  fifty percent (50%) of the Participant's Benefit reduced according to
Actuarial  Equivalent  factors.  The  last  payment  of  the Qualified Joint and
Survivor  Annuity  shall  be  paid as of the first day of the month in which the
death  of  the  survivor  occurs.

Section  7.2A     Election  Out  of  Qualified  Joint  and  Survivor  Annuity
Before  each eligible Participant retires, he shall be given a reasonable period
in  which  to  elect  not  to  receive  his  retirement benefit in the form of a
Qualified Joint and Survivor Annuity.  Any such election, except for an election
of  Option  A  under  Section 7.3A with the spouse named as the survivor and the
survivor  annuity benefit not less than fifty percent (50%) nor greater than one
hundred percent (100%) of the Participant's benefit, shall be made in accordance
with  the  provisions  as  follows:

     (a)     The  election  shall  be  made to the Plan Administrator during the
ninety  (90)  day period ending on the day upon which retirement income payments
under  the  Plan  commence;

     (b)     The  election  shall  be in writing in a form acceptable to or on a
form  furnished  by  the  Plan  Administrator,  which clearly indicates that the
Participant is electing to receive his benefits in a form other than a Qualified
Joint  and  Survivor  Annuity;

     (c)     The  election must be consented to by the Spouse of the Participant
and  the  consent  of  the  Spouse must be witnessed by a Plan representative or
notary  public,  unless  the  Participant establishes to the satisfaction of the
Plan  Administrator  that such written consent may not be obtained because there
is  no  Spouse  or the Spouse cannot be located (any such consent shall be valid
only  with respect to the Spouse who signs the consent, or the designated Spouse
whose  consent  cannot  be  so  obtained);  and

     (d)     Any such election may be revoked or changed by the Participant by a
subsequent  election made in accordance with this subsection during the election
period  of  such Participant.  Such an election may be revoked, but not changed,
without  the  consent  of  the  Spouse.

     The  Plan  Administrator  shall  furnish  to such Participant, no less than
thirty  (30)  days  and  no more than ninety (90) days from the Annuity Starting
Date,  a  written  notification that includes a general explanation of the terms
and  conditions of the Qualified Joint and Survivor Annuity; the availability of
the election provided by this Section and the effect of making such an election;
the  rights of the Spouse of the Participant; and the right to revoke a previous
election  and an explanation of the effect of such a revocation and the relative
values  of  the  various  optional  forms of retirement benefits under the Plan.
Each  Participant  entitled to receive benefits in the form of a Qualified Joint
and  Survivor Annuity shall furnish proof satisfactory to the Plan Administrator
of  the age of his Spouse, within a reasonable period before the commencement of
his  retirement  benefits.

Section  7.3     Optional  Forms  of  Retirement  Benefit
Subject to appropriate spousal consent, in lieu of the Normal Form of retirement
benefit  payable,  a  Participant may elect one or more of the optional forms of
retirement  benefit  provided  herein.  Retirement  benefits elected under these
options shall be actuarially adjusted.  Subject to spousal consent, the right is
reserved  to  the  Participant  to  modify  or  rescind the election at any time
without  the  consent  of  the  survivor  or  Beneficiary.  If  the death of the
Participant  occurs  prior to the date benefits become payable, the option shall
be inoperative and the only payment shall be that provided in Article VIII.  Any
election  of  an  optional form of benefit shall be subject to the provisions of
Section  7.2A,  to  the  extent  applicable.

A  Participant  may  elect  different  optional  forms  of benefit and different
Annuity  Starting  Dates  for  his Pension Benefit and his Cash Balance Benefit.
The  FAP  Benefit  shall be payable in the Normal Form, Option 7.2, Option 7.2A,
Option  7.2B,  Option  7.2C,  Option  7.2D,  or  Option  7.2E, as elected by the
Participant, as of any proper Annuity Starting Date.  The Pension Equity Benefit
and  the  Cash  Balance Benefit shall be payable in the Normal Form, Option 7.2,
Option  7.2A, Option 7.2B, Option 7.2C, Option 7.2D, Option 7.2E or Option 7.2F,
as  elected  by  the  Participant,  as  of  any  proper  Annuity  Starting Date.

Section  7.3A     Option  A
Option  A  shall  be  a  reduced  retirement benefit payable for the life of the
Participant  ,  and  after  his  death,  a designated amount, not to exceed such
reduced  benefit  payable  to the survivor during his lifetime.  If the death of
the  Participant occurs on or after the date benefits commence, payments will be
made  to  any  designated  Beneficiary under this Option A.  If the death of the
survivor occurs during the lifetime of the Participant, but prior to the Annuity
Starting  Date,  Option  A  shall  be  inoperative, and the Participant shall be
entitled  to  his  retirement  benefit  otherwise  payable.  If the death of the
survivor  occurs  during  the lifetime of the Participant, but after the Annuity
Starting  Date,  the  Participant shall be entitled to receive only such reduced
amount  of  retirement  benefit  as  is  provided  by  the election of Option A.

     The  amount  payable  under  this option is reduced, according to Actuarial
Equivalent  factors.

     If  the  designated  amount to be payable to the survivor is other than one
hundred  percent  (100%)  or  fifty percent (50%), the reduction will be further
adjusted  according  to  Actuarial  Equivalent  factors.

     If  the  yearly  amount  of  retirement  benefit  payable to the designated
survivor  shall  be  less  than  one  hundred  twenty  dollars  ($120) or if the
Participant does not furnish satisfactory proof of the age of the survivor prior
to  the  Participant's  actual  retirement,  Option  A  shall  be  inoperative.

Section  7.3B     Option  B
Option  B  shall  be  a  reduced  retirement benefit payable for the life of the
Participant  with  payments  after  his  death payable to a Beneficiary until an
aggregate  of  120  monthly  payments  have been made to the Participant and the
Beneficiary.  If  the  death  of the Participant and the Beneficiary shall occur
before  an  aggregate of 120 monthly payments shall have been made, the commuted
value  of the remainder of such 120 monthly payments shall be paid to the estate
of  the  last  to  die.

     The  Option  B  Benefit  payable  to a Participant retiring on or after his
Normal  Retirement  Date  will  be ninety-four percent (94%) of the Normal Form.
This  percentage  will  be  increased  by .035 percent (.035%) for each complete
month  by  which  the  Participant's  actual  retirement  precedes  his  Normal
Retirement  Date.

Section  7.3C     Option  C
Option  C  shall be an increased retirement benefit payable only for the life of
the  Participant  with no further payments after such Participant 's death.  The
benefit payable to a Participant retiring on or after his Normal Retirement Date
will  be one hundred two and one-half percent (102.5%) of the Normal Form.  This
percentage  will be decreased by .015 percent (.015%) for each complete month by
which  the  Participant's actual retirement precedes his Normal Retirement Date.

Section  7.3D     Social  Security  Adjustment  Option
At the timely written request of a Participant made prior to his elected Annuity
Starting  Date,  payments made under the Normal Form or any optional form may be
increased  in  the  period  prior  to  his  attainment  of  his  Social Security
Retirement  Age  and  reduced  thereafter so that the monthly payments hereunder
before  attainment  of  his  Social  Security Retirement Age shall approximately
equal  the  total of the reduced monthly payments after attainment of his Social
Security  Retirement  Age  and the monthly Social Security benefit then payable.

     If this option is elected, a factor shall be determined by subtracting from
one (1.000), .006 times the number of complete months by which the Participant's
actual  retirement  precedes  the first day of the month in which he attains his
Social  Security  Retirement  Age.  The  benefit  payable  commencing  on  the
Participant's  actual  retirement shall be the benefit which would be payable if
this  option  had  not  been  elected,  plus  the product of such factor and the
Participant's Social Security Benefit.  The resulting increased benefit shall be
payable for all monthly payments prior to the first day of the month nearest the
Participant's  sixty-second  (62nd)  birthday.  Commencing on such date, and for
all  monthly  payments thereafter, the increased benefit shall be reduced by the
amount  of  the  Participant's  Social  Security  Benefit.

     If  the  increased benefit computed as above is less than the Participant's
Social  Security  Benefit,  the  benefit  payable  under  this  option  shall be
determined by dividing the benefit which would be payable if this option had not
been  elected,  by  the  factor  determined  as  in the previous paragraph.  The
resulting  benefit shall be payable for each month prior to the first day of the
month  in  which the Participant attains his Social Security Retirement Age, and
no  benefit  shall  be  payable  to  the  Participant  thereafter.

Section  7.3E     "Pop-up"  Benefit
At  the  timely  written  request  of  a  Participant  made prior to his Annuity
Starting  Date,  a  Participant may elect a benefit which shall be calculated in
accordance with the terms of this Section 7.3E.  If a Beneficiary dies after the
Participant's  Annuity Starting Date and the Participant has selected any of the
forms  of  benefit set forth in Section 7.2 or Section 7.3A, benefits payable to
the  Participant  shall be reduced by an Actuarial Equivalent factor of .99, and
any  benefit  payments made to the Participant after such death shall be payable
as  if the Participant had elected, with spousal consent, the Normal Form as set
forth  in  Section  7.1,  with  the  guarantee  period commencing at the Annuity
Starting  Date.  Payments  made to the Participant prior to such death shall not
be  recalculated, and the Participant shall not receive any future adjustment in
respect  of  payments  made  prior  to  the  Beneficiary's  death.

Section  7.3F     Single  Sum  Payment-- Pension Equity Benefit and Cash Balance
Benefit  Only
Any  Participant  may  elect  a  single  sum payment as calculated in the manner
described  in  this  Section  7.3F (a "Single Sum Payment") that is equal to the
Participant's  Pension  Equity Benefit or Cash Balance Account as of the Annuity
Starting  Date.

Notwithstanding the above, for the Pension Equity Benefit, in no event shall the
Single  Sum  Payment  be less than the actuarial present value, calculated as of
the  Annuity Starting Date, of the Participant's Accrued Benefit attributable to
the  Pension  Equity  Benefit  as  of the Annuity Starting Date.  Such actuarial
present value shall be determined by assuming (a) for purposes of projecting the
Pension  Equity  benefit  as  of  the Annuity Starting Date to the Participant's
Normal  Retirement  Date, in the aggregate, the 3% rate of increase is less than
or  equal  to  the Applicable Interest Rate as of the Annuity Starting Date, and
(b)  the  Applicable  Interest  Rate at the Participant's Normal Retirement Date
equals  the  Applicable  Interest  Rate  as  of  the  Annuity  Starting  Date.

Notwithstanding  the  above, for the Cash Balance Benefit, in no event shall the
Single  Sum  Payment  be less than the actuarial present value, calculated as of
the  Annuity Starting Date, of the Participant's Accrued Benefit attributable to
the  Cash  Balance  Benefit  as  of  the  Annuity Starting Date.  Such actuarial
present value shall be determined by assuming (a) for purposes of projecting the
Account  as  of the Annuity Starting Date to the Participant's Normal Retirement
Date, in the aggregate, future Periodic Interest Rates are less than or equal to
the  Applicable  Interest  Rate  as  of  the  Annuity Starting Date, and (b) the
Applicable  Interest Rate at the Participant's Normal Retirement Date equals the
Applicable  Interest  Rate  as  of  the  Annuity  Starting  Date.

Section  7.4     Small  Payments
If any benefit to which a Participant or Beneficiary would become entitled has a
present  value  of  less  than  three  thousand  five hundred ($3,500), the Plan
Administrator  shall  make  a  Single  Sum  Payment  of the entire amount of the
Actuarial  Equivalent  value  of  such  vested  Accrued  Benefit.

In accordance with Treas. Reg. sec. 1.417(e)-1T(d)(10)(ii), any distribution for
which  the  Annuity  Starting  Date  occurs  in the one-year period beginning on
October  1,  1997 must use the Applicable Interest Rate for making the valuation
described  in  this  Section,  which  would  yield  the  larger  distribution.

     For  purposes of this section, if the present value of an employee's vested
Accrued  Benefit  is  zero,  the  employee  shall  be  deemed to have received a
distribution  of  such  vested  accrued  benefit.

     In  the event a Participant shall receive a Single Sum Payment described in
this  Section  7.4, the Credited Service on which such a Single Sum Payment  was
based  shall  count  toward  computing  the  benefit  of  the  Participant  on a
subsequent  termination  of  employment  or  retirement,  but  such a subsequent
benefit  shall  be  offset by the amount of retirement income previously paid to
the  Participant  in  the  form  of  the  Single  Sum  Payment.

Section  7.5     Direct  Rollovers
A  Distributee  may  elect, at the time and in the manner prescribed by the Plan
Administrator  or  its  delegatee,  to  have any portion of an Eligible Rollover
Distribution  paid  directly  to  an  Eligible  Retirement Plan specified by the
Distributee  in  a  direct  rollover.

     As  used herein, Eligible Rollover Distribution shall mean any distribution
of  all  or  any  portion  of  the Distributee's Accrued Benefits except that an
Eligible  Rollover Distribution does not include any distribution that is one of
a  series  of  substantially  equal  periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee or the joint
lives  (or  joint  life  expectancies)  of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten (10) years or more; any
distribution  to  the  extent  such  distribution is required under Code Section
401(a)(9)  and  the  portion of any distribution that is not includible in gross
income  (determined  without  regard  to  the  exclusion  for  net  unrealized
appreciation  with  respect  to  Employer  securities).

     As  used  herein,  Eligible  Retirement  Plan  shall  mean  an  individual
retirement  account  described  in Code Section 408(a), an individual retirement
annuity  described  in  Code  Section  408(b), an annuity plan described in Code
Section  403(a),  or  a  qualified  trust described in Code Section 401(a), that
accepts  the Distributee's Eligible Rollover Distribution.  However, in the case
of  an  Eligible  Rollover  Distribution  of  the  surviving spouse, an Eligible
Retirement  Plan  is  an  individual retirement account or individual retirement
annuity.

     A  Distributee  includes  an Employee or former Employee.  In addition, the
Employee's  or  former  Employee's surviving spouse and the Employees' or former
Employee's  spouse or former spouse who is the alternate payee under a qualified
domestic  relations  order,  as  defined in Code Section 414(p) are Distributees
with  regard  to  the  interest  of  the  spouse  or  former  spouse.

     A  Direct  Rollover  shall  mean  a  payment  by  the  Plan to the Eligible
Retirement  Plan  specified  by  the  Distributee.

Section  7.6     Restrictions  on  Benefits
Notwithstanding any provision in the Plan to the contrary, the distribution of a
Participant's  benefit,  whether  under  the  Plan or through the purchase of an
annuity  contract,  shall  be  made  in accordance with the requirements of Code
Section  401(a)(9) and the Regulations thereunder [including Proposed Regulation
Section  1.401(a)(9)-2].  For  purposes  of this Section, the life expectancy of
the  Participant  and  his  Beneficiary  shall  be  made as of the Participant's
benefit  commencement  date  and  shall  not  be  subject  to  recalculation.

     Distributions  to a Participant and his Beneficiaries shall only be made in
accordance  with  the  incidental  death  benefit  requirements  of Code Section
401(a)(9)(G)  and  the  Regulations  thereunder.

                          ARTICLE VIII - Death Benefits

Section  8.1     Death  Prior  to  Retirement/Employee  Contributions
The  Beneficiary  of  a  Participant  who dies while an Employee shall receive a
refund of his contributions made under the Plan, if any, plus credited interest.

Section  8.2     Death  After  Retirement
Benefit  payments  to  a  surviving  Spouse  or  Beneficiary  shall  be  made in
accordance  with  the  form  of  benefit  election made by the Participant under
Article  VII.

Section  8.3     Election  of  Beneficiary
Each  Participant  shall  elect  a  Beneficiary  on  forms  provided by the Plan
Administrator  for  that  purpose,  and may change such Beneficiary from time to
time,  but  no  change  of  Beneficiary shall be effective unless notice thereof
shall be given by the Participant to the Plan Administrator on forms provided by
the  Plan  Administrator.  Any  such  election  shall be made in accordance with
paragraphs  (b), (c), and (d) of Section 7.2A.  If any Participant shall fail to
designate  a  Beneficiary,  then  it  shall be conclusively presumed that he did
designate as such Beneficiary the following persons in the order named:  (a) his
spouse,  (b)  his  children, per capita, (c) his parents, per capita, or (d) his
                             --- ------                   --- ------
estate.  Children by blood, marriage or adoption shall be considered children of
a  Participant.  Under no circumstances shall the Company, any of the Affiliated
Companies,  or  any  insurance  company  be  named  as  Beneficiary.

Section  8.4     Survivor  Benefit
A  Participant's  Beneficiary shall be eligible for a Survivor Benefit if on the
date  of  his  death  he:

     (a)     was  an  Employee,  and

     (b)     had  five  (5)  Years  of  Credited  Service,  or  was  a  disabled
Participant  under  the  terms  of  the  Plan.

Section  8.4A
If  the  Participant was not eligible for Early Retirement but had completed ten
(10)  years  of Credited Service at the time of his death, the monthly amount of
the  Survivor  Benefit  payable to a Beneficiary shall be equal to forty percent
(40%)  of  the  Participant's monthly Normal Retirement Benefit (based solely on
the  FAP  Benefit  provisions)  accrued at the date of his death, or twenty-five
dollars  ($25),  if  greater.

     Such Survivor Benefit shall be payable monthly to such eligible Beneficiary
commencing  with  the  first  day  of  the  month  following  the  death  of the
Participant.  The  final  monthly  payment shall be made on the first day of the
month  immediately  preceding  or  coinciding with the date of the Beneficiary's
death.

Section  8.4B
If  the  Participant was eligible for Early Retirement on the date of his death,
the  monthly  amount of the Survivor  Benefit payable to an eligible Beneficiary
shall  be  equal  to  fifty  percent  (50%)  of the Participant's monthly Normal
Retirement  Benefit  (based solely on the FAP Benefit provisions) accrued at the
date  of  his  death,  or  twenty-five dollars ($25), if greater.  Such Survivor
Benefit shall be payable monthly to such Beneficiary commencing on the first day
of  the  month  next  following  the  Participant's date of death with the final
payment  made  on the first day of the month immediately preceding or coinciding
with  the  date  of  the  Beneficiary's  death.

Section  8.4C
If the Participant was not eligible for Early Retirement and had completed fewer
than  ten  (10)  years of Credited Service at the time of his death, the monthly
amount  of  the  Survivor  Benefit  payable to Beneficiary shall be equal to the
benefit the Beneficiary would have been entitled to receive (based solely on the
FAP  Benefit provisions) if the Participant had terminated employment on the day
of his death, survived to the first day of the month following the date he would
have  attained age fifty-five (55), retired on that date, and elected to receive
benefits  in  the  form  of  a  Joint  and  50%  Survivor  Annuity.

Section  8.5     Pension  Equity  and  Cash  Balance  Account  Death  Benefit
If a Participant dies before his Annuity Starting Date, a death benefit shall be
payable,  solely based on the Accrued Benefit attributable to the Pension Equity
Benefit  and  Cash  Balance  Account,  to  his  Beneficiary  as  follows:

     (a)     If  the  Participant's  Beneficiary  is  any  person other than his
Spouse, there shall be paid to such Beneficiary as soon as practicable after the
Participant's  death  occurs  (but in no event later than the December 31 of the
Plan  Year  with  contains  the fifth anniversary of the Participant's death), a
Single  Sum Payment equal to his Pension Equity Benefit and Cash Balance Account
as  of  the  last day of the month in which the death of the Participant occurs.

     (b)     If  the  Participant's Beneficiary is his Spouse, such Spouse shall
be  entitled to a single life annuity, payable monthly, calculated over her life
expectancy, where such annuity is the Actuarial Equivalent of the Pension Equity
Benefit  and  Cash  Balance  Account  to  which such Participant would have been
entitled  had  he  terminated employment on his date of death, commencing on the
first  day  of any month on or after the date the Participant died.  In the case
of  a  Participant who dies prior to attaining age 65, such annuity may commence
as  of  any  date elected by the Spouse after the date of death and prior to the
date  the Participant would have attained age 65.  Alternatively, the Spouse may
request  to  receive,  in lieu of any other benefits under the Plan to which she
would  otherwise  be  entitled, a distribution of the value of the Participant's
Pension Equity Benefit and Cash Balance Account as of his date of death, payable
in  a  single  sum  as  soon  as  practicable  after  the  Participant's  death.

     (c)     Notwithstanding  subsections  (a)  and  (b) above, if the Actuarial
Equivalent  lump  sum  value  of  a Participant's vested Accrued Benefit (or, if
greater,  the  vested value of the Participant's Pension Equity Benefit and Cash
Balance  Account)  as  of  the  date of such Participant's death does not exceed
$3,500,  such  Actuarial  Equivalent  lump  sum  value  shall  be  paid  to  the
Beneficiary  as  soon  as  practicable  thereafter  in  a  single  sum.

Section  8.6     Qualified  Preretirement  Survivor  Annuity  Provisions
The  benefits  payable to a Beneficiary who is a Spouse under Section 8.4, 8.4A,
8.4B,  8.4C  and  8.5  must  be  paid to the Spouse in the form of a single life
annuity  over  the Spouse's lifetime (a "preretirement survivor annuity") unless
elected  otherwise  in  accordance  with  this  Section  8.6.

      (a)     No  earlier  than  the  first  day  of  the  Plan  Year in which a
Participant  attains  age  32 and no later than the last day of the Plan Year in
which  a  Participant  attains  age 34 (or in the case of a person who becomes a
Participant  who  has  terminated  employment before age 35, with the year after
termination  of  employment),  the  Committee  shall  furnish to a Participant a
written explanation in non-technical language of (a) the terms and conditions of
the preretirement survivor annuity, (b) the Participant's right to make, and the
effect  of,  an  election  to  waive  the preretirement survivor annuity form of
benefit,  (c)  the  rights  of  the  Participant's Spouse to consent or withhold
consent  in  connection  with  the  election, and (d) the Participant's right to
make,  and  the  effect  of,  a  revocation  of  an  election.

     (b)     An  election  to  waive  the preretirement survivor annuity must be
made  in  writing by the Participant and the Participant's Spouse at any time in
the  period  beginning on the earlier of the first day of the Plan Year in which
the  Participant  attains  age  35  or  the  date the Participant terminates his
employment  with  the Company and ending on the date of the Participant's death.
The  Committee  may permit a Participant and his Spouse to waive a preretirement
survivor  annuity  before the Plan Year in which the Participant attains age 35,
but  such  a  waiver  is  not  effective  in or after the Plan Year in which the
Participant  attains age 35.  The election or the revocation of an election must
be  signed  by  the  Participant  and  the Participant's Spouse and the Spouse's
signature  must  be  witnessed  by  a Plan representative or notary public.  The
Participant must inform the Committee as to any change on his marital status and
until  so  informed the Committee shall be entitled to rely on the Participant's
assertion  of  marital  status  as  originally  established.

                          ARTICLE IX - Vested Benefits

Section  9.1     Return  of  Contributions
A  non-vested  Participant  who  terminates  employment  shall  have  his  prior
contributions,  if  any,  plus credited interest refunded.  A vested Participant
who  terminates  employment  may  request a return of his entire amount of prior
contributions, if any, plus credited interest.  Upon re-employment, repayment of
withdrawn  contributions  shall  not  be  permitted.  The  benefit  accrual of a
non-vested Participant shall be reduced to reflect such withdrawal in accordance
with Section 6.6.  The amount of Vested Deferred Benefit of a vested Participant
shall  be reduced to reflect any such withdrawal in accordance with Section 6.6.

Section  9.2     Form  of  Benefit
A  Participant's  Vested  Deferred Benefit shall be payable pursuant to Sections
7.1  and  7.2.  A Participant may request his Vested Deferred Benefit to be paid
in any of the optional forms pursuant to Section 7.3, in the manner provided for
therein.

Section  9.3     Survivor  Benefit  --  Vested  Terminated  Participant
A  Participant's Beneficiary  shall be eligible for a Survivor's Vested Deferred
Benefit  (based  solely  on  the  FAP  Benefit provisions) if on the date of his
death  he:

     (a)     was  not  an  Employee,  and  was vested pursuant to Article IV, or

     (b)     was  an Employee who had more than five (5) years but less than ten
(10)  years  of  Credited  Service.

     The  monthly  amount of the Survivor's Vested Deferred Benefit payable to a
Beneficiary  (based  solely on the FAP Benefit provisions) shall be equal to the
benefit  the  Beneficiary would have been entitled to receive if the Participant
had  survived  to  the  first  day of the month following the date he would have
attained age fifty-five (55) (or, if later, the first day of the month following
the  date  of  the  Participant's  death),  retired on that date, and elected to
receive  benefits  in  the  form  of  a  Joint  and  50%  Survivor  Annuity.

     Such  survivor's  Vested  Deferred Benefit shall be payable monthly to such
spouse  commencing  on  the  first  day of the month next following the date the
Participant would have attained age fifty-five (55), with the final payment made
on  the first day of the month immediately preceding or coinciding with the date
of  the  Beneficiary's  death.

Section  9.4     Pension  Equity  and  Cash  Balance  Account  Death  Benefit
Any  Participant  with a Vested Deferred Benefit who is vested in any portion of
his  Cash  Balance Account as provided in Section 4.1(b) or who is vested in his
Pension  Equity  Benefit  shall  be  eligible  for  a death benefit based on his
Pension  Equity Benefit and/or Cash Balance Account in the manner provided under
Section  8.5  and  Section  8.6.

               ARTICLE X - Permanent And Total Disability Benefit

Section  10.1     Permanent  and  Total  Disability  Defined
"Permanent  and Total Disability" means the inability of an Employee to carry on
the  duties  of  his  occupation,  or  another occupation for which he is or may
become  qualified by education, training or experience, because of an illness or
injury of unavoidable cause for a period of at least six (6) consecutive months;
provided  that  such  incapability  has  been  determined  to  be permanent by a
physician selected by the Plan Administrator.  Such incapability shall be deemed
to  have  resulted from unavoidable cause unless it resulted from (a) his having
engaged  in  a felony; (b) his habitual use of drugs, intoxicants, or narcotics;
(c)  a  deliberately  self-induced sickness or injury; or (d) injury received or
disease  contracted  in  service  with  the  Armed  Forces.

Section  10.2     Vesting  and  Benefit  Accrual  During  Periods  of Disability
A  Permanent and Total Disability shall not constitute a severance from service.
A  Participant who has had or has a Permanent and Total Disability shall be paid
an  annual  retirement  benefit  commencing  on  his  Normal Retirement Date, in
accordance  with  the  provisions  of  Article X hereof except that his Credited
Service  shall  include  his  period  of  Permanent  and  Total Disability.  The
Participant's  Social  Security Offset shall be calculated as if he severed from
service  on  his  date  of  disablement.

Section  10.3     Effect  of  Re-employment  Upon  Cessation  of  Disability
If  a Participant with a Permanent and Total Disability is re-employed by any of
the  Affiliated Companies, his period of absence from cessation of employment to
re-employment  shall be included in his Credited Service; and such a Participant
shall  resume  active  participation  in  this  Plan  as  of  the  date  of  his
re-employment.

Section 10.4     Effect of Failure of Re-employment Upon Cessation of Disability
If prior to his Normal Retirement Date, a Participant no longer qualifies as one
with  a  Permanent  and  Total Disability and he does not elect to return to the
employ  of  the  Company  or one of the Affiliated Companies, such Participant's
rights  to further benefits shall be determined in accordance with the terms and
conditions  of  this  Plan  as  though he had terminated his employment with the
Company or one of the Affiliated Companies as of the date he no longer qualifies
as  a  Participant  with  a  Permanent  and  Total  Disability.

Section  10.5     Physical  Examination  Requirements
The  Plan  Administrator  shall  interpret and administer the provisions of this
Article  X  in  a  uniform  manner so as to preclude any individual selection or
discrimination.  Prior  to  what  would  have been his Normal Retirement Date, a
Participant  with  a  Permanent and Total Disability shall submit to any medical
examination  which may be requested from time to time by the Plan Administrator,
but  not  more  often than annually.  The physician or clinic making the medical
examination  shall  be selected by the Plan Administrator and expenses resulting
therefrom  shall  be  borne by the Plan Administrator.  On the basis of any such
medical  examination  or  other  fact from any source the Plan Administrator may
disqualify  a Participant with a Permanent and Total Disability.  In the event a
Participant with a Permanent and Total Disability refuses to submit to a medical
examination,  the Plan Administrator shall in its sole discretion disqualify him
as  a  Participant with a Permanent and Total Disability until he submits to the
medical  examination  and  it is determined in accordance with the terms of this
Section that he continues to qualify as a Participant with a Permanent and Total
Disability.

Section  10.6     Pension  Equity  Disability  Benefit
Notwithstanding  anything  herein  to  the  contrary,  this  Section  10.6 shall
determine  the Pension Equity Benefit payable to any Participant who is an Admin
Employee  and  has  a  Permanent  and  Total  Disability  while  an Employee.  A
Permanent  and  Total  Disability shall not constitute a severance from service,
and  such  a Participant shall continue to accrue a Pension Equity Benefit as if
his  service while on Permanent and Total Disability was Credited Service.  Such
a  Participant who has had or has a Permanent and Total Disability shall be paid
an  annual  retirement  benefit commencing on the later of his Normal Retirement
Date  or  the  date  benefits  cease  under the long-term disability plan of the
Company or an Affiliated Company, except that his Credited Service shall include
his  period of Permanent and Total Disability, and that earnings remain constant
at  the  annual  rate in effect on the date of disability.  Such a Participant's
Social  Security Covered Compensation shall be the same as that in effect on the
date  of  disability.

               ARTICLE XI - Continental Baking Company Provisions

Section  11.1     Application
This  Article applies to those Participants in the Plan who were participants in
the  Continental  Baking Company Retirement Plan for Salaried Employees (the CBC
Plan) prior to June 1, 1985 and who were covered under the provisions of the CBC
Plan  which  formed  a  part  of this Plan prior to January 1, 1986 and who were
actively  employed  or  accruing  benefits  on  January  1,  1986. To the extent
provided in this Article, the special provisions of this Article shall supersede
the  provisions  in the other Articles of this Plan shall control the rights and
benefits  of  Participants.

Section  11.2     Definitions
With  respect to the provisions of this Article, the following words and phrases
shall  have  the  meanings  set  forth  below.

(a)     "CBC  Social  Security Early Retirement Factor" means the factor used to
reduce  the  CBC Transitional Offset Amount for payment before Normal Retirement
Date  as  determined  under  the  provisions  of  the CBC Plan which factors are
incorporated  by  reference  herein.

(b)     "CBC  Standard  Grandfathered  Benefit"  means  an  amount  equal  to  a
Participant's accrued benefit payable at Normal Retirement Date determined under
the  provisions  of the CBC Plan based on his salary and service under such plan
through  December  31,  1985.

(c)     "CBC  Standard  Grandfathered  Early Retirement Benefit" means an amount
equal  to  the  sum  of

(i)     the  greater  of

(A)     the  CBC  Standard  Grandfathered Benefit reduced by the early reduction
factors  set  forth  in the CBC Plan which factors are incorporated by reference
herein,  or

(B)     the  Ralston  Purina  Past  Service  Benefit  reduced in accordance with
Section  6.3a;  plus

(ii)     the  Ralston  Purina  Future Service Benefit reduced in accordance with
Section  6.3a.

(d)     "CBC  Standard  Normal  Retirement Benefit" means an amount equal to the
sum  of

(i)     the  greater  of

(A)     the  CBC  Standard  Grandfathered  Benefit,  or

(B)     the  Ralston  Purina  Past  Service  Benefit;  plus

(ii)     the  Ralston  Purina  Future  Service  Benefit.

(e)     "CBC  Transitional  Benefit  Amount"  means  an  amount  equal  to  a
Participant's  accrued benefit on December 31, 1985 payable at Normal Retirement
Date  determined under the revisions of the CBC Plan prior to the application of
the  Social  Security  Offset  under  such  plan.

(f)     "CBC  Transitional  Offset  Amount"  means an amount equal to the Social
Security  offset  applied  at Normal Retirement Date computed under the terms of
the  CBC  Plan  as  of December 31, 1985 except that earnings after December 31,
1985 shall be assumed to remain level until a Participant attains age fifty-five
(55)  after  which  earnings  are assumed to equal zero (0) until age sixty-five
(65).  If  a Participant is age fifty-five (55) or over on January 1, 1986, zero
(0)  future  earnings  shall  be  assumed  to  age  sixty-five  (65).

(g)     "Prorated  Early  Retirement  Factor"  means  the reduction factor which
equals  the  sum  of

(i)     the  appropriate  early  retirement reduction under the CBC Plan for the
age  of the Participant as of his Early Retirement Date multiplied by a fraction
the  numerator  of  which  is the amount of his Credited Service earned prior to
January 1, 1986 and the denominator of which is his total Credited Service; plus

(ii)     the  appropriate early retirement reduction under this Plan for the age
of  the Participant as of his Early Retirement Date multiplied by a fraction the
numerator  of  which is the amount of his Credited Service earned after December
31,  1985  and  the  denominator  of  which  is  his  total  Credited  Service.

(h)     "Ralston  Purina  Future  Service  Benefit" means an amount equal to the
benefit  determined  in  accordance  with  either Section 5.1 or Section 5.2, as
applicable,  for  Credited  Service  earned  after  December  31,  1985.

(i)     "Ralston  Purina  Past  Service  Benefit"  means  an amount equal to the
benefit  determined  in  accordance  with  either Section 5.1 or Section 5.2, as
applicable,  based  on  the Participant's Average Annual Earnings as of the date
the  benefit  is  determined  and Credited Service determined under the CBC Plan
through  December  31,  1985.

Section  11.3     Normal  Retirement  Benefit for Former Participants in the CBC
Plan
The  Normal  Retirement  Benefit of any Participant who was a participant in the
CBC  Plan  shall  equal  the  greater  of

(a)     the  CBC  Standard  Normal  Retirement  Benefit,  or

(b)     the  CBC  Standard  Grandfathered  Early  Retirement  Benefit,  or

(c)     the  CBC  Transitional  Benefit  Amount.

Section  11.4     Early  Retirement  for  Former Participants in the Continental
Baking  Company  Salaried  Pension  Plan
The Early Retirement Benefit of any Participant who was a participant in the CBC
Plan  shall equal the CBC Standard Grandfathered Early Retirement Benefit except
for  Participants  eligible  for  the  Transitional  Early  Retirement  Benefit.

Section  11.5     Transitional  Early  Retirement  Benefit
Any  Participant  who  was a participant in the CBC Plan shall be entitled to an
Early  Retirement  Benefit  determined  in accordance with this Section provided
that on December 31, 1985 the sum of such Participant's age and Credited Service
equals  or exceeds sixty (60), such Participant was in active service on January
1,  1986  and  such  Participant  retires  while  eligible for Early Retirement.

(a)     The  Transitional  Early  Retirement  Benefit  which is payable prior to
attainment  of  age  sixty-two  (62)  shall be an amount equal to the greater of

(i)     the  sum  of

(A)     the  CBC  Transitional  Benefit Amount reduced by the Continental Baking
Company  early  retirement  factor,  but  not  less than the Ralston Purina Past
Service  Benefit  reduced  in  accordance  with  Section  6.3a,  plus

(B)     the  Ralston  Purina  Future  Service Benefit reduced in accordance with
Section  6.3a;  or

(ii)     the  sum  of

(A)     the  CBC  Transitional  Benefit  Amount  reduced  by  the Prorated Early
Retirement  Factor;  but  not  less than the Ralston Purina Past Service Benefit
reduced  by  the  Prorated  Early  Retirement  Factor,  plus

(B)     the  Ralston Purina Future Service Benefit reduced by the Prorated Early
Retirement  Factor.

(b)     The Transitional Early Retirement Benefit payable upon attainment of age
sixty-two  (62)  shall  be  an  amount  equal  to  the  greater  of

(i)     the  sum  of

(A)     the product of the CBC Transitional Benefit Amount times the Continental
Baking  Company Early Retirement Factor less the product of the CBC Transitional
Offset  Amount  times  the  CBC Social Security Early Retirement Factor; but not
less  than  the  Ralston  Purina Past Service Benefit reduced in accordance with
Section  6.3a,  plus

(B)     the  Ralston  Purina  Future  Service Benefit reduced in accordance with
Section  6.3c;  or

(ii)     the  sum  of

(A)     the  product  of  the CBC Transitional Benefit Amount times the Prorated
Early  Retirement  Factor less the product of the CBC Transitional Offset amount
times  the  CBC  Social  Security Early Retirement Factor; but not less than the
Ralston  Purina  Past  Service  Benefit reduced by the Prorated Early Retirement
Factor,  plus

(B)     the  Ralston Purina Future Service Benefit reduced by the Prorated Early
Retirement  Factor.

Section  11.6     Optional  Benefit  Amounts

(a)     The  amount  of  any  optional  retirement  benefit  payable  at  Normal
Retirement Date elected by a Participant who was a former participant in the CBC
Plan  shall  equal  the  greater  of

(i)     the  CBC  Standard  Grandfathered  Benefit multiplied by the appropriate
option  factor  set  forth  in  the  CBC  Plan which factors are incorporated by
reference  herein,  or

(ii)     the  CBC  Standard  Normal  Retirement  Benefit  multiplied  by  the
appropriate  option  factor  set  forth  in  Article  VII.

(b)     The  amount  of  any  optional  retirement  benefit  payable  at  Early
Retirement  Date  elected by a Participant who was a participant in the CBC Plan
shall  equal  the  greater  of

(i)     the  amount  in  (a)(1)  above reduced by the Continental Baking Company
early  retirement  reduction  factors,  or

(ii)     the  amount  in  (a)(2)  above reduced in accordance with Section 6.3a.

(c)     For a Participant eligible for the Transitional Early Retirement Benefit
the  amount of any optional benefit payable after age sixty-two (62) shall be an
amount  equal  to  the  greater  of

(i)     the  sum  of

(A)     the product of the CBC Transitional Benefit Amount times the Continental
Baking  Company  early  retirement reduction factors less the product of the CBC
Transitional Offset Amount times the CBC Social Security Early Retirement Factor
such  difference multiplied by the appropriate Continental Baking Company option
factor;  but  in no event shall such amount be less than the Ralston Purina Past
Service  Benefit  reduced  in accordance with Section 6.3a and multiplied by the
option  factors  in  Article  VII;  plus

(B)     the  Ralston  Purina  Future  Service Benefit reduced in accordance with
Section  6.3a  and multiplied by the option factors set forth in Article VII; or

(ii)     the  amount  in  (c)(1)  above  determined by replacing the Continental
Baking Company early retirement reduction factors and the Section 6.3a reduction
with  the  Prorated  Early  Retirement  Reduction  Factor.

(d)     The  optional  form of the Transitional Early Retirement Benefit payable
prior to attainment of age sixty-two (62) shall be an amount equal to the sum of

(i)     the  benefit  determined  in  (c)(1)  or  (c)(2)  above  whichever  is
applicable;  plus

(ii)     the  difference  between

(A)     the  Transitional  Early  Retirement  Benefit  before  attainment of age
sixty-two  (62)  without  adjustment  for  any  optional  benefit;  less

(B)     the  Transitional  Early  Retirement  Benefit  after  attainment  of age
sixty-two  (62)  without  adjustment  for  any  optional  benefit.

Section  11.7     Change  in  Employment  Status
If  an  employee  is transferred to this Plan from another plan sponsored by the
Company  or  an  Affiliated Company, for the time the Employee was covered under
this  Plan,  his  benefit  first  shall be calculated pursuant to Section 5.1 or
11.3,  whichever  is  applicable,  using  all  Credited Service under both plans
multiplied  by  a  fraction,  the  numerator  of  which  is Credited Service the
Employee  earned  under  the  Plan  and  the  denominator  of which is the total
Credited Service under all plans. Once the Employee completes three (3) years of
Credited  Service  under  this Plan, his benefit shall be calculated pursuant to
Section 5.1 or Section 11.3, whichever is applicable, using all Credited Service
with  both  plans  less  the  amount  of  actual benefit payable under any other
defined  benefit  plans  sponsored by the Company or an Affiliated Company.  The
Participant's  final  Average  Annual Earnings will be his actual Average Annual
Earnings  regardless  of  which  payroll  he  is  paid  under at the time of his
retirement  or  termination.

Section  11.8     Interstate  Bakeries  Corporation  Provisions
Notwithstanding  the  foregoing,  nonbargained  administrative  employees  of
Continental  Baking  Company  who,  as  of the effective date of the sale of the
Continental  Baking  Company to Interstate Bakeries Corporation, have either (a)
attained  age 50 but have not attained age 56, or (b) have a number years in age
plus  Credited  Service  at  least equal to 65 shall be eligible for an enhanced
retirement  benefit.  Such  enhancements  are  (a) changing the early retirement
reduction factor for terminated vested participants from 5% per year from age 65
to  5% per year from age 62, and (b) the applicable Social Security offset would
not include any estimate of future earnings after the effective date of the sale
of  the  Continental  Baking  Company  to  Interstate  Bakeries  Corporation.

                ARTICLE XII - Eveready Battery Company Provisions

Section  12.1     Application
This  Article  applies  to  those  Participants  in  the  Plan  who  were either
participants  in  the  Retirement  Program  Plan  for Employees of Union Carbide
Corporation  and  its  Participating  Subsidiary  Companies  (the "Union Carbide
Plan")  as  of  June  30, 1986 or Participants who, subsequent to June 30, 1986,
were  employed  by  Eveready  Battery  Company;  provided  that:

(a)     This  Article applies only to Participants who were actively employed or
accruing  benefits  on  December  31,  1992;  and

(b)     Any  Participant  who  was  initially  employed by one of the Affiliated
Companies  other  than  Eveready  Battery  Company  and who is later employed by
Eveready  Battery  Company  shall  not  be  covered  by  this  Article.

     In  the event of a conflict, the provisions contained in this Article shall
supersede  other  provisions  of  the  Plan.  Other  Articles of this Plan shall
govern  in  the  case of matters not specifically addressed in this Article XII.

Section  12.2     Definitions
For purposes of this Article XII, the following words and phrases shall have the
meanings  set  forth  below:

(a)     "Company  Service  Credit"  means  a  Participant's  years and completed
months  of  service  through  December  31,  1992.  Such  service  shall include
Credited  Service for periods prior to July 1, 1986 under the terms of the Union
Carbide  Plan  and  Credited Service as defined in Section 1.9 for periods after
June  30,  1986.

Credited  Service  shall  include  Credited Service for periods prior to July 1,
1986  under  the  terms  of  the  Union  Carbide  Plan.

(b)     "Straight  Time Earnings" mean the straight time portion of compensation
including,  without  limitation, shift differential or shift premium, such sales
commissions  as  the  Company  or the Affiliated Companies may from time to time
determine,  amounts  awarded pursuant to court order or in settlement of actions
arising under the Age Discrimination in Employment Act or Title VII of the Civil
Rights  Act  of  1964  (but only to the extent such awards or settlements are in
lieu  of  the  straight time portion of compensation which the Participant would
otherwise  have  earned),  and annual incentive compensation awards for the year
awarded  (Incentive  Compensation)  received  from the Company or the Affiliated
Companies  for  the  established  regular  working  schedule of the Participant,
determined prior to any reduction pursuant to any plan maintained by the Company
or  one  of  the  Affiliated  Companies  that meets the requirements of Sections
401(a)  and  401(k) of the Code.  The determination of the Benefits Policy Board
as to what constitutes compensation under this subparagraph shall be conclusive.

     For  periods  prior  to July 1, 1986, Straight Time Earnings shall refer to
Compensation  under  the  terms  of  the  Union  Carbide  Plan.

(c)     "Average  Straight  Time  Annual Earnings" means the average of Straight
Time  Earnings for the three full calendar years in which Straight Time Earnings
was  largest  during  the  ten  (10)  full  calendar  years  ending  with  1992.

(d)     "Frozen  Social  Security  Benefit"  means  the  annual  Social Security
benefit  used  to  determine  the  Frozen  Accrued  Benefit.  The  Frozen Social
Security  Benefit  shall  be  determined  as  follows:

(i)     For  a  Participant who is eligible for EBC Early Retirement on December
31,  1992 and has attained age sixty-two (62) on or before that date, his Frozen
Social  Security  Benefit  will  be  calculated  assuming  he  will  have  zero
compensation in 1993 or later and that his Social Security benefit will commence
on January 1, 1993; provided that such calculation presumes that the Participant
has  always  had  compensation  at least equal to the Social Security Wage Base.

(ii)     For  a Participant who is eligible for EBC Early Retirement on December
31, 1992 but who has not attained age sixty-two (62) on or before that date, his
Frozen  Social  Security  Benefit  will be calculated assuming he will have zero
compensation in 1993 or later and that his Social Security benefit will commence
at  age  sixty-two  (62);  provided  that  such  calculation  presumes  that the
Participant  has  always  had compensation at least equal to the Social Security
Wage  Base.

(iii)     For  a  Participant  who  is  not eligible for EBC Early Retirement on
December  31, 1992, his Frozen Social Security Benefit will be calculated as the
lesser  of  the  following  two  amounts:

(A)     his  Social  Security  benefit  calculated  assuming  he will have level
compensation  from  1993  through  attainment  of  age  fifty  (50)  and  zero
compensation thereafter, provided that his Social Security benefit will commence
at  age  sixty-two (62) and further provided that such calculation presumes that
the  Participant  has always had and will continue to have Compensation at least
equal  to  the  Social  Security  Wage  Base;  and

(B)     his  Social  Security  benefit  calculated  assuming  he will have level
compensation  from  1993  through  attainment  of  age  fifty  (50)  and  zero
compensation thereafter, provided that his Social Security benefit will commence
at  his  Normal  Retirement  Date.

(e)     Maximum  Rate  of  Social Security Offset equals the factor from Table 1
corresponding  to  a  Participant's age on December 31, 1992. Participants whose
age was fifty-seven (57) or greater on December 31, 1992 shall be deemed to have
a  Maximum  Rate  of  Social  Security  Offset  equal  to  fifty  percent (50%).

(f)     Transitional  refers to eligibility for favorable transitional treatment
accorded to certain older and longer service Participants. Participants who were
(i)  employed  by  Eveready  Battery  Company  on January 1, 1988 and (ii) whose
attained  age  plus Credited Service on that date totaled fifty (50) or more are
referred  to  as  Transitional.

(g)     EBC  Early  Retirement refers to a Participant's entitlement to elect to
retire  prior  to  his Normal Retirement Date.  A Participant is not eligible to
retire  until he has either (1) reached an Early Retirement Date as described in
Section  1.11  or  (2)  has  both attained age fifty (50) and completed ten (10)
years  of  Credited  Service.

If  a  Participant's  employment  is  terminated  by  the  Company or one of the
Affiliated  Companies  for  any reason other than for cause, such Participant is
eligible  to  retire  if he has both attained age forty-eight (48) and completed
eight  (8)  years  of  Credited  Service.

A  Participant  is not eligible for EBC Early Retirement unless he has satisfied
the  preceding  requirements.  Notwithstanding,  a  Participant  who  terminates
employment  with  a  vested benefit pursuant to Section 6.4 before attaining EBC
Early Retirement eligibility may elect to commence benefits anytime after he has
attained  age  fifty  (50).

(h)     EBC  Early  Commencement Factor for a Participant eligible for EBC Early
Retirement  equals  the factor from Table 2 corresponding to a Participant's age
and  Credited  Service  at  retirement.

     In  the case of a Participant whose employment is terminated by the Company
one  of  the Affiliated Companies for any reason other than for cause and who is
eligible  for EBC Early Retirement, the factors in Table 3 shall be used in lieu
of  those  in  Table  2.

     The EBC Early Commencement Factor for a Participant who is not eligible for
EBC  Early  Retirement but who is vested within the meaning of Section 6.4 shall
equal  one hundred percent (100%) decreased by 5/9ths of one percent (5/9 of 1%)
for each of the first thirty-six (36) complete months by which the Participant's
actual  retirement  precedes his Normal Retirement Date and further decreased by
5/12ths  of  one  percent  (5/12 of 1%) for months in excess of thirty-six (36).

(i)     RPC  Early  Commencement  Factor  equals  the  factor  from  Table  4
corresponding to a Participant's age when payments commence, Transitional status
and  retirement  eligibility. For Participants who retire at age fifty-five (55)
or  later,  Table  4  yields  the  same  result  as  does  Section  6.3a.

(j)     Carbide  Plan  Benefit  equals  the  annual  benefit, if any, to which a
Participant  is  entitled  under the terms of the Union Carbide Plan pursuant to
service  rendered to Union Carbide Corporation before July 1, 1986.  The Carbide
Plan  Benefit shall be determined presuming commencement of payments on the same
date  as  under  this Plan and that the Carbide Plan Benefit will be paid in the
form  of  a  life  annuity  under  the  Union  Carbide  Plan.

(k)     Future  Service equals Credited Service for the period beginning January
1,  1993.

(l)     Capped  Future  Service  equals  the  lesser  of  (1)  and  (2):

(i)     Future  Service;  and

(ii)     The  excess,  if  any,  of  forty  (40)  over  Company  Service Credit.

Section  12.3     Frozen  Accrued  Benefit
A  Frozen Accrued Benefit will be determined for each Participant as of December
31,  1992  to  be  the  greatest  of  (a),  (b)  and  (c):

(a)     Regular  Formula.  An  annual  benefit equal to one and one-half percent
(1-1/2%)  times  Average  Straight  Time  Annual  Earnings times Company Service
Credit,  plus  one  hundred  forty-four  dollars  ($144);

(b)     Alternate  Formula.  An  annual  benefit equal to the excess of (1) over
(2),  but  not  less  than  zero:

(i)     One  and  one-half  percent  (1.5%)  times  Average Straight Time Annual
Earnings  times  Company  Service  Credit.

(ii)     The  Frozen Social Security Benefit multiplied by the lesser of (i) and
(ii),  where  (i)  equals  one and one-half percent (1.5%) times Company Service
Credit  and  (ii)  equals  the  Maximum  Rate  of  Social  Security  Offset; and

(c)     Minimum  Formula.  An  annual  benefit  equal to the sum of (1), (2) and
(3):

(i)     Sixty  dollars  ($60)  times the first ten (10) years of Company Service
Credit  plus  eighty-four dollars ($84) times the next ten (10) years of Company
Service  Credit  plus  one  hundred  eight dollars ($108) times years of Company
Service  Credit  in  excess  of  twenty  (20).

(ii)     Ten  percent (10%) minus one percent (1%) for each year Company Service
Credit  is  less than eight (8) years; the resulting percentage is multiplied by
Average  Straight  Time  Annual  Earnings.

(iii)     One  hundred  forty-four  dollars  ($144).

Section  12.4     Retirements  After  January  1,  1993
The benefit payable to a Participant who retires after January 1, 1993, prior to
adjustment  for  optional forms, shall equal (a) plus (b) minus the Carbide Plan
Benefit.  This  benefit  is  payable  in the Normal Form as described in Section
7.1.

(a)     Past  Service  Benefit.  The  annual  Past  Service  Benefit  equals the
greater  of  the Ralston Purina Company Past Service Benefit and the Frozen Past
Service  Benefit  as  follows:

(i)     Ralston  Purina Company Past Service Benefit.  The annual Ralston Purina
Company  Past  Service  Benefit equals the greater of (A) and (B), multiplied by
the  appropriate  Ralston  Purina  Company  Early  Commencement  Factor:

(A)     The  Normal  Retirement  Benefit  as defined in Section 5.1, except that
Company Service Credit shall be substituted for Credited Service in applying the
provisions  of  Section  5.1  and  in  determining the numerator of the fraction
described  in  the  determination  of the Social Security Offset in Section 1.26
(the  denominator  of  the  fraction described in Section 1.26 is not affected).

The  Social  Security  Benefit  is  determined  in accordance with Section 1.25,
except  that  a  Participant  who  is  eligible for EBC Early Retirement, is not
Transitional  and  has  not  satisfied  the  requirements  for  Early Retirement
pursuant  to Section 1.11 will be calculated in accordance with Section 1.25(d);

(B)     The Minimum Normal Retirement Benefit as defined in Section 5.1(a)(ii)(,
except  that Company Service Credit shall be substituted for Credited Service in
applying  the  provisions of Section 5.1.(a)(ii) and the maximum covered Average
Annual  Earnings  shall  be thirty thousand dollars ($30,000) instead of fifteen
thousand  dollars  ($15,000).

(ii)     Frozen  Past  Service  Benefit.  The annual Frozen Past Service Benefit
equals  the  Frozen  Accrued  Benefit  multiplied  by  the appropriate EBC Early
Commencement  Factor.

(b)     Future  Service  Benefit.  The  annual Future Service Benefit equals the
greater  of  (i)  and  (ii),  multiplied  by  the appropriate Early Commencement
Factor:

(i)     The  Normal  Retirement  Benefit  as defined in Section 5.1, except that
Capped  Future Service shall be substituted for Credited Service in applying the
provisions  of  Section 5.1 and Future Service shall be substituted for Credited
Service  in  determining  the  numerator  of  the  fraction  described  in  the
determination  of the Social Security Offset in Section 1.26 (the denominator of
the  fraction  described  in  Section  1.26  is  not  affected).

The  Social  Security  Benefit  is  determined  in accordance with Section 1.25,
except  that  a  Participant  who  is  eligible for EBC Early Retirement, is not
Transitional  and  has  not  satisfied  the  requirements  for  Early Retirement
pursuant  to  Section 1.9 will be calculated in accordance with Section 1.25(d);

(ii)     The Minimum Normal Retirement Benefit as defined in Section 5.1(a)(ii),
except  that "Capped Future Service" shall be substituted for "Credited Service"
in applying the provisions of Section 5.1(a)(ii) and the maximum covered Average
Annual  Earnings  shall  be thirty thousand dollars ($30,000) instead of fifteen
thousand  dollars  ($15,000).

Section  12.5     Optional  Forms
All  optional forms of retirement benefit to the extent provided  in Article VII
are  available to Eveready Battery Company employees, as modified by Article VII
and  as  modified  below:

(a)     Ten (10) Year Certain and Continuous.  The Option B benefit payable to a
Participant  retiring  on  or  after his Normal Retirement Date, as described in
Section  7.3B,  will  equal  ninety-four percent (94%) of the Normal Form.  This
percentage  will  be increased by .035 percent (.035%) for each of the first 120
complete months by which the Participant's actual retirement precedes his Normal
Retirement  Date  and  further  increased  by .015 percent (.015%) for months in
excess  of  120.

(b)     Life Annuity.  The Option C benefit payable to a Participant retiring on
or  after  his  Normal Retirement Date, as described in Section 7.3C, will equal
102.5  percent (102.5%) of the Normal Form. This percentage will be decreased by
 .015  percent  (.015%)  for  each  of the first 120 complete months by which the
Participant's  actual retirement precedes his Normal Retirement Date and further
decreased  by  .007  percent  (.007%)  for  months  in  excess  of  120.

(c)     Social  Security  Adjustment  Option.  The  factor  used  to  determine
benefits  payable  under  the  Social  Security Adjustment Option, as defined in
Section  7.3D,  is  modified  as follows.  The factor equals one hundred percent
(100%) reduced by .6 percent (.6%) for each of the first eighty-four (84) months
by which the Participant's actual retirement precedes the first day of the month
nearest  his  sixty-second  (62nd)  birthday,  and further reduced by .3 percent
(.3%)  for  months  in  excess  of  eighty-four  (84).

(d)     Children's  Benefit.  An  optional  form of payment in addition to those
provided  pursuant  to  Article VII provides a reduced benefit for the life of a
Participant plus, following the death of the Participant, fifty percent (50%) of
the  amount  payable  during  the  life  of  the Participant will be paid to the
designated  surviving  child  of  the  Participant; provided, however, that such
payments  shall cease upon the earlier of the death of the child or the date the
child  attains  age  twenty-three  (23).

The  following  factors  shall  be  used  to  determine the amount of applicable
reduction  associated  with  this  form;  such  factors shall be interpolated or
extrapolated  as  necessary  but  shall  in  no event exceed one hundred percent
(100%):

                                  Retirement       Age
                                  --------------------

               Age  of  Child      60              65
               --------------      ------------------

                      5           95.9%          93.4%
                     15           99.1           98.5

Section  12.6     Surviving  Spouse's  Benefit  of  Active  Participant
An  active  Participant's  surviving  spouse  shall  be eligible for a Surviving
Spouse's  Benefit  pursuant  to  Article  VIII  modified  as  follows:

(a)     The  Surviving  Spouse's  Benefit  of a Participant who dies on or after
satisfying the requirements for Early Retirement as defined in Section 1.9 shall
be  determined  in  accordance  with  Section  8.4B;

(b)     The  Surviving  Spouse's  Benefit  of a Participant who dies on or after
becoming  eligible  for  EBC  Early  Retirement and who is Transitional shall be
determined  in  accordance  with  Section  8.4B;

(c)     The  Surviving  Spouse's  Benefit  of a Participant who dies on or after
becoming  eligible for EBC Early Retirement and who is not Transitional shall be
determined  in  accordance  with  Section  8.4A;

(d)     The Surviving Spouse's Benefit of a Participant who dies before becoming
eligible  for  EBC  Early  Retirement  but  after  completing  ten (10) years of
Credited  Service  shall  be  determined  in  accordance  with Section 8.4A; and

(e)     The  Surviving  Spouse's  Benefit  of  a  Participant  who  dies  before
completing  ten (10) years of Credited Service but after attaining vested status
as described in Section 6.4 shall be determined in accordance with Section 8.4C.

Section  12.7     Surviving  Spouse's  Benefit  of Vested Terminated Participant
The  provisions  of Section 9.3 shall apply, except that age fifty (50) shall be
substituted  for  age  fifty-five  (55).

Section  12.8     Disability  Benefit
Article  X,  which  provides  for  continued  accrual  of pension benefits while
disabled,  shall  apply  to  Participants  covered  by  this  Article  XII.

Section  12.9     Adjustment  for  Pension  Equity  Benefit  Provisions
The  Plan  benefit  of  any  Participant  whose  Plan benefit is determined with
reference  to  this Article XII and who elects a Pension Equity Benefit shall be
adjusted  in  accordance  with Appendix C.  Similar adjustments shall also apply
for  calculating  death  benefits  payable from the Pension Equity Benefit.  The
disability  benefit provided for by Section 10.6 shall be reduced by the Carbide
Plan  Benefit  payable  at  age  65.

                       ARTICLE XIII - Plan Administration

Section  13.1     Plan  Administrator
Ralston Purina Company, as the Plan Administrator, shall have the responsibility
for  carrying  out  the provisions of the Plan and the general administration of
the  Plan.

Section  13.2     Benefits  Council

(a)     The  claims  fiduciary  for  the Plan, in accordance with Article XVIII,
shall  be  the  Benefits  Council, to be comprised of no less than three persons
appointed  by  the  Chairman  of  the  Board  of  Ralston  Purina  Company.

(b)     Any  person appointed a member of the Benefits Council shall signify his
acceptance  by  filing  a  written acceptance with the Secretary of the Benefits
Council.  Any  member  of  the  Benefits  Council  may  resign by delivering his
written  resignation  to  the  Secretary  of  the  Benefits  Council,  and  such
resignation  shall  become  effective  upon  the  date  specified  therein.

(c)     The  Chairman  of  the Board shall appoint a Chairman and a Secretary of
the  Benefits  Council.  The  Benefits Council may appoint from its members such
committees with such powers as it shall determine, and may authorize one or more
of  its  members, or any agent, to execute or deliver any instrument or make any
payment  in  its  behalf.

(d)     The Benefits Council shall hold meetings upon such notice, at such place
or  places,  and  at  such  time or times as it may from time to time determine.

(e)     A  majority  of  the  members of the Benefits Council shall constitute a
quorum  for  the transaction of business.  All resolutions or other action taken
by the Benefits Council shall be by the vote of a majority of the members of the
Benefits Council present at any meeting or without a meeting by an instrument in
writing  signed  by  a  majority  of  the  members  of  the  Benefits  Council.

Section  13.3     Benefits  Policy  Board

(a)     The  Benefits Policy Board shall have the authority to amend the Plan to
the  extent  the  annual cost to the Plan resulting from such amendment does not
exceed  two  hundred fifty thousand dollars ($250,000).  Members of the Benefits
Policy  Board  are  appointed  by  the  Chief  Executive  Officer.

(b)     Any person appointed a member of the Benefits Policy Board shall signify
his acceptance by filing a written acceptance with the Secretary of the Benefits
Policy  Board.  Any member of the Benefits Policy Board may resign by delivering
his  written  resignation to the Secretary of the Benefits Policy Board and such
resignation  shall  become  effective  upon  the  date  specified  therein.

(c)     The  Benefits  Policy Board shall elect from its members a Chairman, and
shall  also elect a Secretary who may be, but need not be, one of the members of
the  Benefits  Policy  Board.  The  Benefits  Policy  Board may appoint from its
members  such  committees  with  such  powers  as  it  shall  determine, and may
authorize  one  or  more of its members, or any agent, to execute or deliver any
instrument  or  make  any  payment  in  its  behalf.

(d)     The  Benefits Policy Board shall hold meetings upon such notice, at such
place  or  places,  and  at  such  time  or  times  as  it may from time to time
determine.

(e)     A  majority of the members of the Benefits Policy Board shall constitute
a quorum for the transaction of business.  All resolutions or other action taken
by  the  Benefits Policy Board shall be by the vote of a majority of the members
of  the  Benefits Policy Board present at any meeting or without a meeting by an
instrument in writing signed by a majority of the members of the Benefits Policy
Board.

Section  13.4     EBAIC

(a)     Certain  responsibilities  to  control and manage Plan assets, to add or
delete  investment  funds,  and  to  appoint  and  remove  the  Trustee  and any
investment  managers  retained in connection with the investment of Plan assets,
shall be placed in the Employee Benefit Asset Investment Committee ("EBAIC"), to
be  comprised  of  persons  appointed  in  the manner determined by the Board of
Directors.

(b)     Any  person appointed a member of the EBAIC shall signify his acceptance
by  filing  a written acceptance with the Secretary of the EBAIC.  Any member of
the  EBAIC  may resign by delivering his written resignation to the Secretary of
the  EBAIC  and  such resignation shall become effective upon the date specified
therein.

(c)     The  EBAIC shall elect from its members a Chairman, and shall also elect
a  Secretary  who may be, but need not be, one of the members of the EBAIC.  The
EBAIC  may appoint from its members such committees with such powers as it shall
determine,  and  may  authorize  one  or  more  of its members, or any agent, to
execute  or  deliver  any  instrument  or  make  any  payment  in  its  behalf.

(d)     The EBAIC shall hold meetings upon such notice, at such place or places,
and  at  such  time  or  times  as  it  may  from  time  to  time  determine.

(e)     A majority of the members of the EBAIC shall constitute a quorum for the
transaction  of  business.  All  resolutions  or other action taken by the EBAIC
shall  be  by  the vote of a majority of the members of the EBAIC present at any
meeting or without a meeting by an instrument in writing signed by a majority of
the  members  of  the  EBAIC.

Section  13.5     Authority  and  Duties  of  Various  Fiduciaries

(a)     Except for matters required by the terms of the Plan, or of the Trust to
be  decided  by  the  Trustee  or Trustee, the Plan Administrator shall have the
exclusive  right to interpret the Plan and to decide any and all matters arising
under the Plan or in connection with its administration, including determination
of  eligibility  for,  and  the  amount  of  distributions and withdrawals.  The
Company  shall  have  no  power  to  direct  or  modify  any  interpreta-tions,
determinations,  or decisions of the Plan Administrator.  The Plan Administrator
may  recommend  amendments to the Board of Directors. The Plan Administrator may
from time to time adopt rules for the administration of the Plan and the conduct
of  its  business,  which  rules  shall be consistent with the provisions of the
Plan.

(b)     The  Plan  Administrator,  the  EBAIC,  the Trustee, the Benefits Policy
Board,  and  any other named fiduciary may each employ counsel, agents, and such
clerical  and  accounting  services  as  it  may  require  in  carrying  out its
responsibilities under the Plan.  All fiduciaries shall be entitled to rely upon
tables,  valuations,  certificates,  opinions,  and  reports  furnished  by  any
actuary,  accountant,  or  legal  counsel  appointed under the provisions of the
Plan.

(c)     The Plan Administrator shall keep in convenient form such personnel data
as  may  be  necessary  for  the  Plan.  The  Plan  Administrator shall prepare,
distribute,  and  file such reports and notices as may be required by applicable
law  or  regulations.

(d)     The  Plan  Administrator shall control and manage the Plan assets to the
extent it has not delegated its power to do so to the EBAIC.  Such delegation of
power  may  include  the  right  to  appoint  and remove investment managers and
Trustees.  Such  delegation  may  be accomplished by a separate instrument or by
appropriate  provisions  in  the  Trust.

(e)     The  Plan  Administrator  and  the  EBAIC and the Trustee shall use that
degree  of care, skill, prudence and diligence that a prudent person acting in a
like  capacity  and  familiar  with  such  matters would use in his conduct of a
similar  Situation.  The Plan Administrator, the EBAIC, or the Trustee shall not
be liable for the breach of fiduciary responsibility of another fiduciary unless
(1)  he participates knowingly in, or knowingly undertakes to conceal, an act or
omission  of  such other fiduciary, knowing such act or omission is a breach; or
(2) by his failure to discharge his duties solely in the interest of Members and
Beneficiaries  for  the  exclusive  purpose  of  providing  their  benefits  and
defraying  reasonable expenses of administering the Plan not met by the Company,
he  has enabled such other fiduciary to commit a breach; or (3) he has knowledge
of  a  breach  by  such  other fiduciary and does not make reasonable efforts to
remedy  the  breach; or (4) if the Plan Administrator, the EBAIC, or the Trustee
improperly  allocates  among  themselves  or  delegates  to  others, or fails to
properly  review  such  allocation  or delegation of fiduciary responsibilities.

(f)     The Company will indemnify and save harmless the Plan Administrator, the
EBAIC,  the  Trustee,  and  any  person  to  whom fiduciary responsibilities are
delegated  under  this  Plan  against any and all expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement, actually and reasonably
incurred  by  him  in  connection  with  any civil, criminal, administrative, or
investigative  action,  proceeding,  or  claim (including an action by or in the
right  of  the  Company) by reason of the fact that he is or was serving in such
capacity,  provided  that  such person's conduct is not finally adjudged to have
been  knowingly  fraudulent,  deliberately  dishonest  or  willful  misconduct.

(g)     Each  Trustee shall maintain accounts showing the fiscal transactions of
the  Trust  established hereunder.  The EBAIC shall keep in convenient form such
financial  data as may be necessary for the Plan, and shall annually cause to be
prepared a balance sheet and statement of financial transactions of the Plan and
the  Trust.

(h)     Whenever, in the administration of the Plan, any discretionary action is
required,  the  authorized  party  shall  exercise  his  authority  in  a
nondiscriminatory  manner  so  that  all persons similarly situated will receive
substantially  the  same  treatment.

Section  13.6     Named  Fiduciaries

(a)     The Board of Directors, the Plan Administrator, and the EBAIC shall each
constitute  named  fiduciaries  as  such  term  is  defined  in  ERISA.

(b)     Any  committee of the Board of Directors or other fiduciary appointed as
a  named  fiduciary  by  the Board of Directors by resolution or appointed by an
appropriate  instrument  executed  by  an  officer  of  the  Company  thereunto
authorized  by  resolution  of  the  Board of Directors, shall also constitute a
named fiduciary in respect of the duty delegated to him or it in such resolution
or  instrument.

Section  13.7     Delegation
Any  named  fiduciary  designated herein or appointed as provided herein, unless
precluded  from  doing  so  by the terms of such appointment, may by appropriate
instrument designate any person (including any firm or corporation) to carry out
part  or  all of such fiduciary's responsibilities and upon such designation the
named  fiduciary  shall  have no liability, except as imposed by applicable law,
for  any  act  or  omission of such person.  The foregoing does not preclude any
other  fiduciary to the extent allowed by ERISA and the terms of his appointment
from delegating part or all of such fiduciary's responsibilities with respect to
the  Plan.

Section  13.8     Multiple  Capacities
Any  fiduciary may serve in more than one fiduciary capacity with respect to the
Plan.

Section  13.9     Standard  of  Review
The Plan Administrator shall perform its duties as the Plan Administrator in its
sole discretion as it shall determine as appropriate, in light of the reason and
purpose  for  which  the Plan is established and maintained.  In particular, the
interpretation  of  all  Plan  provisions  and  the  determination  of whether a
Participant  or  beneficiary is entitled to any benefit pursuant to the terms of
the  Plan,  shall be made by the Plan Administrator in its sole discretion.  Any
construction  of  the terms of the Plan for which there is a rational basis that
is  adopted  by  the Plan Administrator in good faith shall be final and legally
binding  on  all  parties.

     Any  interpretation  of  the Plan or other action of the Plan Administrator
made  in good faith shall be subject to review only if such an interpretation or
other  action  is  without  a rational basis.  Any review of a final decision or
action  of the Plan Administrator shall be based only on such evidence presented
to or considered by the Plan Administrator at the time it made the decision that
is  the  subject  of  the  review.  The  Company and any Affiliated Company that
adopts  and  maintains  this Plan, and any Participant who performs services for
the Company or an Affiliated Company who is or may be compensated for in part by
benefits  payable  pursuant  to this Plan, hereby consent to actions of the Plan
Administrator  made  in  good  faith  and agree to the narrow standard of review
prescribed  in  this  Section.

                              ARTICLE XIV - Funding

Section  14.1     Funding.
The  Company and Affiliated Companies have elected to fund their liabilities for
benefits  credited  under this Plan through contracts with one or more insurance
companies  and  Trust  Funds  administered  by  one or more Trustees pursuant to
separate trust agreements entered into with such Trustee or Trustees.  The Board
of  Directors shall have full power and authority to determine from time to time
the  amount  of  contributions  to  be  made  on  behalf  of the Company and the
Affiliated  Companies.

       ARTICLE XV - Rights Of Affiliated Companies To Discontinue Or Amend

Section  15.1     Right  to  Terminate  the  Plan.
It  is  the  expectation  of the Company and Affiliated Companies that they will
continue  this  Plan  and  the  payment  of  their  contributions  hereunder
indefinitely,  but  continuance  of  this  Plan  is not assumed as a contractual
obligation of the Affiliated Companies; and the right is reserved by each of the
Affiliated  Companies  with  the  approval  of the Board of Directors of Ralston
Purina  Company  to  terminate  this  Plan  with  respect to its employees or to
discontinue  its  contributions  hereunder at any time by action of its board of
directors,  without the necessity of obtaining the approval of its stockholders.

Section  15.2     Plan  Amendment  Procedure.
Except  as  herein limited, the Board of Directors shall have the right to amend
this  Plan  at  any  time to any extent that it deems advisable.  Such amendment
shall be stated in an instrument in writing, executed by Ralston Purina Company.
A  copy of any amendment shall be furnished to any insurance company or Trustee.
Any amendment shall be effective as specified in the Board resolution, provided,
however:

(a)     That  no  amendment  shall  increase  the  duties  or liabilities of the
Trustees  or  the  EBAIC  without  their  respective  written  consent;

(b)     That  no amendment shall have the effect of vesting in any or all of the
Affiliated Companies any interest in or control over any part of the Trust Fund;

(c)     That  except  as  provided  in  ERISA,  Title  I,  Section 302(c)(8), no
amendment  shall have any retroactive effect so as to deprive any Participant of
any benefit already accrued or his nonforfeitable percentage; provided, however,
that  any  amendment  may be made retroactively which is necessary to bring this
Plan  into  conformity  with governmental regulations or in order to qualify, or
continue  the qualifications of, this Plan and the Trust Fund for tax exemptions
or the contributions of the Affiliated Companies to the Trust Fund for deduction
for  tax  purposes,  or  which  does not decrease the benefits or nonforfeitable
percentage  of  the  Participants.

(d)     That  no  amendment  changing  any  vesting  schedule shall apply to any
Participant  having  three  (3)  years  of  vesting  service  or more unless the
Participant  is permitted to elect, within a reasonable period after adoption of
such  amendment, to have his nonforfeitable and vested percentage computed under
the  Plan  without  regard  to  such  amendment.

(e)     That  no  amendment  shall cause any reduction in the accrued benefit of
any  Participant [except to the extent permitted under Code Section 412 (c)(1)].
For  purposes  of  this subsection, a Plan amendment which has the effect of (1)
eliminating  or  reducing  an  early  retirement  benefit  or  a retirement-type
subsidy,  (2)  eliminating  an optional form of benefit, with respect to benefit
attributable  to  service  before the amendment, or (3) restricting, directly or
indirectly,  the  benefit provided to the Participant before the amendment shall
be  treated  as reducing accrued benefits, except that an amendment described in
clause  (2)  [other than an amendment having the effect described in clause (1)]
shall  not  be  treated  as  reducing accrued benefits to the extent provided in
Regulations.  In  the  case of a retirement-type subsidy, the preceding sentence
shall  apply  only  with respect to a Participant who satisfies the preamendment
conditions  for  the  subsidy.

(f)     That  no amendment shall have the effect of increasing current liability
[as  defined  in  Code  Section 401(a)(29)(E)] under the Plan for a Plan Year in
which the funded current liability for the Plan is less than sixty percent (60%)
(including  the  amount  of  the  unfunded current liability attributable to the
amendment)  unless  the  Affiliated Companies provide security to the Plan which
satisfies  the  requirements  of  Code  Section  401(a)(29)(B)  and  (C).

                        ARTICLE XVI - Termination Of Plan

Section  16.1     Plan  Termination.
Subject  to  the  provisions  of  Section 15.2, this Plan shall terminate on the
happening  of  any  of  the  following  events:

(a)     The  date  on  which  Ralston  Purina Company, is legally adjudicated as
bankrupt,  or  effects  a  general  assignment  to  or  for  the  benefit of its
creditors.

(b)     The  date  specified  for  discontinuance  of  the  Plan  by  any of the
Affiliated  Companies  with  respect  to its Employees in the notice executed by
such  Affiliated Company and delivered to the Trustees, as prescribed in Section
15.2.

(c)     As to any Affiliated Company or Foreign Subsidiary, the date as of which
the  stock  ownership by another Affiliated Company or Foreign Subsidiary ceases
to be at least the amounts set forth in Sections 1.2 and 1.12, respectively.  In
such  cases  the funds allocable to the former subsidiary shall be determined by
the actuary and then be distributed to the Participants of the former subsidiary
in accordance with Section 15.2, or in such other manner as may be acceptable to
the  Plan  Administrator,  the  former  subsidiary, and appropriate governmental
agencies.

Section  16.2     Termination  Restrictions.

(a)     Any  termination  (other  than  a  partial termination or an involuntary
termination  pursuant  to  ERISA Section 4042) must satisfy the requirements and
follow  the  procedures outlined herein and in ERISA Section 4041 for a Standard
Termination  or a Distress Termination.  Upon any termination (full or partial),
all  amounts shall be allocated in accordance with the provisions hereof and the
Accrued Benefit of each affected Participant shall become fully Vested and shall
not  thereafter  be  subject  to  forfeiture  to  the  extent  funded.

(b)     Standard  Termination  Procedure:

(i)     The  Plan  Administrator  shall  first notify all "affected parties" [as
defined  in  ERISA Section 4001(a)(21)] of the Employer's intention to terminate
the  Plan and the proposed date of termination.  Such termination notice must be
provided  at  least  sixty  (60)  days  prior  to the proposed termination date.
However,  in  the  case  of a standard termination, it shall not be necessary to
provide such notice to the Pension Benefit Guaranty Corporation (PBGC).  As soon
as  practicable  after  the  termination notice is given, the Plan Administrator
shall  provide  a  follow-up  notice  to  the  PBGC setting forth the following:

(A)     a  certification  of  an enrolled actuary of the projected amount of the
assets  of the Plan as of the proposed date of final distribution of assets, the
actuarial  present  value  of  the  "benefit  liabilities"  [as defined in ERISA
Section  4001(a)(16)]  under  the  Plan as of the proposed termination date, and
confirmation  that  the  Plan  is  projected  to be sufficient for such "benefit
liabilities"  as  of  the  proposed  date  of  final  distribution;

(B)     a  certification by the Plan Administrator that the information provided
to  the  PBGC  and  upon  which  the enrolled actuary based his certification is
accurate  and  complete;  and

(C)     such  other  information  as  the  PBGC  may  prescribe  by  regulation.

(ii)     No  later  than  the  date on which the follow-up notice is sent to the
PBGC,  the  Plan  Administrator shall provide all Participants and Beneficiaries
under  the  Plan  with  an  explanatory  statement specifying each such person's
"benefit  liabilities",  the  benefit  form on the basis of which such amount is
determined,  and  any  addition  information  used  in  determining  "benefit
liabilities"  that  may  be  required pursuant to regulations promulgated by the
PBGC.

(3)     A  standard  termination  may  only take place if, at the time the final
distribution  of  assets  occurs,  the  Plan  is sufficient to meet all "benefit
liabilities"  determined  as  of  the  termination  date.

(c)     Distress  Termination  Procedure:

(i)     The  Plan Administrator shall first notify all "affected parties" of the
Employer's intention to terminate the Plan and the proposed date of termination.
Such  termination  notice must be provided at least sixty (60) days prior to the
proposed  termination date.  As soon as practicable after the termination notice
is  given,  the  Plan Administrator shall also provide a follow-up notice to the
PBGC  setting  forth  the  following:

(A)     a certification of an enrolled actuary of the amount, as of the proposed
termination  date, of the current value of the assets of the Plan, the actuarial
present  value  (as  of  such date) of the "benefit liabilities" under the Plan,
whether  the  Plan  is sufficient for "benefit liabilities" as of such date, the
actuarial  present value (as of such date) of benefits under the Plan guaranteed
under  ERISA  Section  4022,  and  whether the Plan is sufficient for guaranteed
benefits  as  of  such  date;

(B)     in  any  case  in  which  the  Plan  is  not  sufficient  for  "benefit
liabilities"  as  of  such  date,  the  name and address of each Participant and
Beneficiary  under  the  Plan  as  of  such  date;

(C)     a  certification by the Plan Administrator that the information provided
to  the  PBGC  and  upon  which  the enrolled actuary based his certification is
accurate  and  complete;  and

(D)     such  other  information  as  the  PBGC  may  prescribe  by  regulation;

(ii)     A  distress  termination  may  only  take  place  if:

(A)     the Company or the Affiliated Company demonstrates to the PBGC that such
termination is necessary to enable the Affiliated Company to pay its debts while
staying in business, or to avoid unreasonably burdensome pension costs caused by
a  decline  in  the  Company  or  the  Affiliated  Company's  work  force;

(B)     the  Company  or  the  Affiliated  Company  is the subject of a petition
seeking  liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed  as  of  the  proposed  termination  date;  or

(C)     the  Company  or  the  Affiliated  Company  is the subject of a petition
seeking  reorganization  in  a bankruptcy or insolvency proceeding which has not
been dismissed as of the proposed termination date, and the bankruptcy court (or
such  other  appropriate court) approves the termination and determines that the
Company or the Affiliated Company will be unable to continue in business outside
a  Chapter  11  reorganization process and that such termination is necessary to
enable the Company or the Affiliated Company to pay its debts pursuant to a plan
of  reorganization.

(d)     Priority  and  Payment  of  Benefits.  In  the  case  of  a  distress
termination,  upon approval by the PBGC that the Plan is sufficient for "benefit
liabilities"  or  for  "guaranteed  benefits",  or  in  the  case  of a standard
termination,  a  letter  of  non-compliance has not been issued within the sixty
(60) day period (as extended) following the receipt by the PBGC of the follow-up
notice,  the  Plan  Administrator  shall  allocate  the assets of the Plan among
Participants  and  Beneficiaries  pursuant to ERISA Section 4044(a).  As soon as
practicable thereafter, the assets of the trust fund shall be distributed to the
Participants and Beneficiaries, in cash, or in other assets, including immediate
or  deferred annuity contracts, as the Plan Administrator in its sole discretion
shall  determine.

(e)     The  termination  of  the Plan shall comply with such other requirements
and  rules  as  may  be  promulgated  by the PBGC under authority of Title IV of
ERISA,  including  any rules relating to time periods or deadlines for providing
notice  for  making  a  necessary  filing.

Section  16.3     Rights  of  Affiliated  Companies  to  Remaining  Amounts.
Notwithstanding any provisions of this Plan to the contrary, upon termination of
this  Plan,  but  only  after  all  liabilities  under  the Plan shall have been
satisfied,  the  Company  or  the  Affiliated Companies shall be entitled to any
balance  of the net assets of the Trust Fund and the insurance company contracts
which  shall  remain.

                       ARTICLE XVII - Top-Heavy Provisions

Section  17.1     Top-Heavy  Determination.
For  purposes of this Article, the Plan will be determined to be Top-Heavy for a
Plan  Year  beginning  on and after January 1, 1984, if, as of the Determination
Date for that Plan Year, the present value of the cumulative accrued benefits of
Key  Employees  under this Plan exceeds sixty percent (60%) of the present value
of  the  cumulative  accrued  benefits  of  all  Participants under the Plan, as
determined  pursuant  to  section  416(g)  of  the  Code.

     All  Plans  which  are  included  in  the  Aggregation Group shall, for the
purposes  of  this  Article, be aggregated and treated as one Plan (the "Plan").
The  Aggregation  Group shall include this Plan and all other Plans (including a
frozen  plan)  maintained  by the Company or an Affiliated Company which cover a
Key  Employee  or  his  Beneficiary,  and  any  other  plan which enables a plan
covering  a  Key  Employee  or  his  Beneficiary  to  meet  the  qualification
requirements  of  Code  Section  401(a)(4)  or  410.  A terminated plan shall be
included  in  the  Aggregation  Group  if it was maintained by the Company or an
Affiliated  Company  within  the five (5) years ending on the Determination Date
for  the  Plan  Year  in question and would, but for the fact it was terminated,
meet  the  conditions  of  the  preceding  sentence.

     The  Determination  Date,  with respect to any Plan Year, shall be the last
day  of  the  immediately  preceding  Plan  Year.

Section  17.2     Valuation  as  of  Determination  Date.
The  present value of the accrued benefit of the respective Participants as of a
Determination  Date  shall  be  determined  as  if  the  Participant  terminated
employment  on  the  Valuation  Date  used  for computing plan costs for minimum
funding  purposes for the Plan Year ending on such Determination Date, using the
Actuarial Equivalent.  Distributions made within the Plan Year that include such
Determination Date and within the four (4) Plan Years immediately preceding such
Plan  Year shall be added to the present value of accrued benefits.  The accrued
benefit of a Participant who is not a Key Employee but who was a Key Employee in
a prior year shall be disregarded.  The accrued benefit of a Participant who has
not  received  any compensation from a member of the Controlled Group during the
five  (5)  Plan Years immediately preceding such Plan Year shall be disregarded.
The  accrued  benefit  derived  from  an unrelated rollover received by the Plan
after  December  31,  1983,  shall  also  be  disregarded.

Section  17.3     Key  Employee
"Key  Employee" means an Employee, former Employee or Employee's Beneficiary who
at any time during the Plan Year or any of the four (4) preceding Plan Years is:

(a)     An  officer  of  a  member  of  the  Controlled  Group  having an annual
compensation  greater  than  one-hundred  fifty  percent (150%) of the amount in
effect  under  section  415(c)(1)(A)  of  the Code for any such Plan Year (1.5 X
$30,000  for  1987);

(b)     One  of  the ten (10) Employees having annual compensation from a member
of  the  Controlled  Group  of  more than the limitation in effect under Section
415(c)(1)(A)  of the Code and owning (or considered as owning within the meaning
of  Section  318  of  the  Code)  the  largest  interests  in  such  an  entity;

(c)     A  five-percent  (5%)  owner  of  a  member  of the Controlled Group; or

(d)     A  one-percent  (1%) owner of a member of the Controlled Group having an
annual  compensation of more than one hundred fifty thousand dollars ($150,000),
as  defined  in  accordance  with  Section  416(i)(1)  of  the  Code.

Section  17.4     Vesting  Requirements.
If the Plan is determined to be Top-Heavy for a Plan Year, the vested percentage
of  the  accrued benefit of a Participant derived from employer contributions as
of  such  Plan  Year  shall  be  redetermined  in  accordance with the following
schedule:

          After  Two  (2)  Years  of  Service         20%
          After  Three  (3)  Years  of  Service       40%
          After  Four  (4)  Years  of  Service        60%
          After  Five  (5)  Years  of  Service        80%
          After  Six  (6)  Years  of  Service        100%

     If  the Plan is determined to be Top-Heavy for a Plan Year and subsequently
ceases  to be Top-Heavy, the vesting provision in Article IV shall be applicable
in  such  subsequent year; provided that any portion of the accrued benefit that
was nonforfeitable before the Plan ceased to be Top-Heavy must remain so vested,
and  that  any Participant with five (5) or more Years of Credited Service shall
remain  one  hundred  percent  (100%)  vested  in  his  accrued  benefit.

Section  17.5     Minimum  Benefits
If  the  Plan is determined to be Top-Heavy for a Plan Year, the accrued benefit
derived  from  employer  contributions of each Participant, calculated as of any
date  from time to time, shall never be less than a monthly retirement income in
the  form of a Single Life Annuity, or a benefit in another form as permitted in
Article  VII that is actuarially equivalent to a Single Life Annuity, commencing
at  the Normal Retirement Age of the Participant, the monthly amount of which is
equal to the Five-Year Average Compensation of the Participant multiplied by the
lesser  of:

(a)     Twenty  percent  (20%);  and

(b)     Two  percent  (2%)  for  each  Includable  Year of Participation, where:

(i)     Five-Year  Average  Compensation means the Participant's average monthly
compensation  for  the  five (5) consecutive Plan Years when the Participant had
the  highest aggregate compensation (as defined in section 415 of the Code) from
a  member  of  the  Controlled  Group;  and

(ii)     Includable  Year  of  Participation means each year of Credited Service
for  benefit  accrual,  excluding  years of Credited Service completed in a Plan
Year  beginning  before January 1, 1984, and excluding Years of Credited Service
completed  during  a  Plan  Year  when  the  Plan  was  not  Top-Heavy.

Section  17.6     Adjustment  to  Combination  Defined  Benefit Plan and Defined
Contribution  Plan  Limitations
If  the  Plan  is determined to be Top-Heavy for a Plan Year, Section 5.8 of the
Plan  shall  be  applied  by  substituting  "1.0"  for  "1.25"  unless:

(a)     Section 17.5 shall be applied by substituting "thirty percent (30%)" for
"twenty percent (20%)" and by substituting "three percent (3%)" for "two percent
(2%)";  and

(b)     The  present  value  of  the  accrued benefits of Key Employees does not
exceed  ninety  percent  (90%)  of  the  aggregate  present value of the accrued
benefits  of  all  Participants  under  the  Plan.

              ARTICLE XVIII - Provisions To Prevent Discrimination

Section  18.1     Restrictions  of  Benefits  Upon  Plan  Termination
Notwithstanding any provision in this Plan to the contrary, in the event of plan
termination,  the  benefit of any Highly Compensated Employee ("HCE") as defined
in  Section 414(q) of the Code (and any former HCE) is limited to a benefit that
is  nondiscriminatory  under  Section  401(a)(4)  of  the  Code.

Section  18.2     Restrictions  on  Distributions.

(a)     General Rule.  In any Plan Year, the payment of benefits to or on behalf
of  a restricted employee, as defined below, shall not exceed an amount equal to
the  payments  that  would be made to or on behalf of the restricted employee in
that  year  under:

(i)     A  straight life annuity that is the actuarial equivalent of the accrued
benefit  and  other  benefits to which the restricted employee is entitled under
the  plan  (other  than  a  social  security  supplement);  and

(ii)     A  social  security supplement, if any, that the restricted employee is
entitled  to  receive.

(b)     Restricted  Employee  Defined.  For  purposes  of this Section, the term
"restricted employee" generally means any HCE or former HCE.  However, an HCE or
former HCE need not be treated as a restricted employee in the current Plan Year
if  the HCE or former HCE is not one of the twenty-five (25) (or a larger number
chosen  by  the  Employer)  nonexcludable  Employees and former Employees of the
Employer  with  the  largest  amount of compensation in the current or any prior
year.

(c)     Benefit  Defined.  For  purposes  of  this  Section,  the term "benefit"
includes,  among  other  benefits,  loans  in excess of the amounts set forth in
Section  72(p)(2)(A)  of  the  Code,  any periodic income, any withdrawal values
payable  to  a  living  Employee  or former Employee, and any death benefits not
provided  for  by  insurance  on  the  Employee's  or  former  Employee's  life.

(d)     Nonapplicability  in Certain Cases.  The restrictions in this Section do
not  apply,  however,  if  any  one  of the following requirements is satisfied:

(i)     After  taking  into  account  payment  to or on behalf of the restricted
employee of all benefits payable to or on half of that restricted employee under
the  Plan,  the  value  of Plan assets equals or exceeds one hundred ten percent
(110%)  of  the value of current liabilities, as defined in Section 412(1)(7) of
the  Code.

(ii)     The  value  of  the  benefits payable to or on behalf of the restricted
employee  is  less  than  one  percent  (1%) of the value of current liabilities
before  distribution.

(iii)     The  value  of  the benefits payable to or on behalf of the restricted
employee  must  not  exceed the amount described in Section 411(a)(11)(A) of the
Code  (restrictions  on  certain  mandatory  distributions).

(e)     Determination of Current Liabilities.  For purposes of this Section, any
reasonable  and  consistent  method  may  be  used  for determining the value of
current  liabilities  and the value of current liabilities and the value of plan
assets.

Section  18.3     Purposes  for  Restriction
The  restrictions  imposed  by the provisions of this Article XVIII are included
solely  to  meet  the  requirements  of  the  amended  Regulation  Section
1.401(a)(4)-5(b).  In  the  event that it should be determined by statute, court
decision,  ruling by the Commissioner of Internal Revenue or otherwise, that the
provisions  of  this  Article  XVII are no longer necessary to qualify this Plan
under  the  Code,  this  Article  XVIII  shall  become  inoperative  without the
necessity  of  further  amendment.

                        ARTICLE XIX - Special Provisions

Section  19.1     No  Right  to  Continued  Employment
Nothing  in  this  Plan shall be construed as an employment contract between the
Company  or  an Affiliated Company and any Employee.  Participation in this Plan
shall  not  give  any  Employee  the  right  to be retained in the employ of the
Company or any Affiliated Company, or Foreign Affiliate, or to have any right or
interest  in this Plan, the insurance company contracts, or the Trust Fund other
than  as  herein  provided.

Section  19.2     Payments  and  Liabilities  Not  Attributable  to  Affiliated
Companies
Any payment to any Participant, or his legal representatives, made in accordance
with  the  provisions  of  this  Plan  shall,  to the extent thereof, be in full
satisfaction of all claims hereunder against any insurance company, any Trustee,
and  the Affiliated Companies.  To the extent permitted by ERISA, no Participant
shall  have  any  claim  arising  hereunder  against  the  Company or any of the
Affiliated Companies, their officers, directors, creditors or shareholders.  The
Participants  shall  have  only  the  right  to look to any Trustee or insurance
company  for  benefits  payable  from  the  Trust  Fund or the insurance company
contract.

Section  19.3     Interpretation  of  Agreement
Except  to  the  extent  preempted  by  ERISA,  this  Plan  shall  be construed,
administered  and governed in all respects under and by the laws of the State of
Missouri.

Section  19.4     Required  Participant  Information
Participants  must furnish to the Plan Administrator such documents, evidence or
information  as  it  considers  necessary  or  desirable  for  the  purpose  of
administering  this  Plan,  or  to  protect  the  Company,  any  Trustee, or any
insurance  company;  and  it  shall  be  a condition of this Plan that each such
person must furnish such information promptly and sign such documents before any
benefits  become  payable  under  this  Plan.

Section  19.5     Participants'  Mailing  Addresses
Each  Participant  entitled  to  benefits under the Plan must file with the Plan
Administrator  in writing his post office address and each change of post office
address.  Any  communication, statement, or notice addressed to such a person at
his  latest  post  office  address  as filed with the Plan Administrator will be
binding upon such person for all purposes of this Plan and no Trustee, insurance
company, or the Company or Affiliated Company shall be obliged to search for, or
ascertain  the  whereabouts  of  any  such  person.

Section  19.6     Change  of  Status
Except  as  may  be  provided  in  Appendix  B, an Employee of the Company or an
Affiliated  Company  who  is  a  Participant  in  another  defined  benefit plan
sponsored by the Company or an Affiliated Company and who later becomes eligible
for  coverage  under  this  Plan, or vice versa, shall receive credit under this
Plan,  or  vice versa, for all vesting Credited Services accrued under the other
plan,  or  vice  versa.  His  benefit  shall  be  calculated  as  follows:

(a)     For  the time the Employee was covered under the other plan, his benefit
will be calculated and accrued pursuant to the benefit formula contained in that
plan.

(b)     For  the time the Employee was covered under this Plan, his benefit will
be  calculated  pursuant  to  Section  5.1 using all Credited Service under both
plans  multiplied  by a fraction, the numerator of which is Credited Service the
Employee  earned  under  the  Plan  and  the  denominator  of which is the total
Credited  Service  under  all  plans.  The  Participant's  final  Average Annual
Earnings  will be his actual Average Annual Earnings regardless of which payroll
he  is  paid  under  at  the  time  of  his  retirement  or  termination.

(c)     Each  plan  shall  pay  the benefit earned in accordance with its terms.

Section 19.7     Transfers From Controlled Corporations Which Are Not Affiliated
Companies
If  a  Participant  is  transferred  to an Affiliated Company from a domestic or
foreign  corporation in which Ralston Purina Company owns directly or indirectly
voting  stock  and which is not an Affiliated Company of this Plan, service with
that  corporation  during  such  time as it is a controlled corporation shall be
treated  as  Credited  Service  under  this  Plan  in  order to determine if the
Participant  meets  the  vesting  requirements of Article IV.  The provisions of
this  Section  19.7 shall in no event be administered to provide any Participant
with  retirement  benefits  relating to the same period of employment under more
than  one retirement plan.  The provisions of this Section shall apply only with
respect  to Credited Service earned up to the adoption date of this restatement.
No Credited Service shall be earned under this Section after such adoption date.

Section  19.8     Transferred  Employees  and  Payment  Source
In  any  case  where  a  transfer  of  employment  occurs in accordance with the
foregoing  provisions  of  Sections  19.6  to  19.7,  if  the Plan Administrator
determines  that  it  is  desirable  that a transferred Employee receive all his
retirement  benefits  from  one  source,  the  Plan Administrator may direct any
Trustee  to  accept  any  amounts  transferred  by  an Affiliated Company or any
insurance  company or trustee paying benefits under any other retirement plan of
such  Affiliated Company in order to provide under this Plan the full retirement
benefit  of  an Employee who has earned any part of his retirement benefit under
any  other  retirement  plan  of  an  Affiliated  Company.

Section  19.9     Plan  Maintained  for  Exclusive  Benefit  of  Participants
The  Plan shall be maintained for the exclusive benefit of its Participants, and
it  is  intended that it shall qualify as a pension plan under the provisions of
Section  401  of  the Internal Revenue Code.  Except as provided in Section 15.3
(relating to remaining amounts after the satisfaction of all Plan liabilities in
the event of a termination) and except as provided in Section 19.10, Plan assets
shall  never  inure  to  the  benefit  of the Company or any Affiliated Company.

Section  19.10     Return  of  Employer  Contributions
Notwithstanding  the  provisions of Section 19.9, a contribution may be returned
to  the  Company or the  Affiliated Company making it to the extent permitted by
ERISA,  Title  I,  Section  403(c)(2),  to  wit:

(a)     if  the contribution is made by a mistake of fact and is returned within
one  year;

(b)     if  the  contribution  is  conditioned upon initial qualification of the
Plan  under  Internal Revenue Code Section 401, a timely determination letter is
filed,  and  the  Plan  receives  an  adverse  determination;  or

(c)     if  the  contribution  is  conditioned  upon  the  deductibility  of the
contribution  under  Internal  Revenue  Code Section 404 and the contribution is
returned  within  one  year  after  the  deduction  is  disallowed.


Section  19.11     Employer  Withholding
If  the  Company  or  an  Affiliated  Company  is  required to and does withhold
federal,  state,  local  or foreign taxes owing by a Participant on a retirement
benefit  payment,  the Plan Administrator shall withhold and remit such taxes to
the  Company  or  the  Affiliated  Company  as  its  agent.

Section  19.12     Spinoff  or  Merger  of  Assets  or  Liabilities
At  the  direction  of the Board of Directors or its designee, any amount of the
assets  of this Plan held by any Trustee and/or any amount of the liabilities of
this Plan may be transferred to any other plan qualified under Section 401(a) of
the  Code.  In  a  similar  manner,  the  Board of Directors or its Designee may
direct  that any assets and/or any liabilities of any other plan qualified under
Section  401(a)  of  the  Code  may  be  merged  into  this  Plan.

Section  19.13     Merger,  Consolidation  or  Transfer  of  Assets
Plan  or  any  trust  funding a part thereof shall not be merged or consolidated
with  nor  shall  any  of  its assets or liabilities be transferred to any other
plan,  unless  the  benefits  payable  to  each  Participant  if the Plan was to
terminate  immediately  after  such action would be equal to or greater than the
benefits  to  which such Participant would have been entitled had this Plan been
terminated  immediately  before  such action.  In the event that another plan is
merged  into  this  Plan,  and  the  Plan is subsequently terminated or spun off
within  five  (5)  years  of the date of such merger, Plan assets shall first be
allocated for the benefits of Participants to the extent of the present value of
such  Participants'  benefits  as  of  the  date  of  the  merger.

Section  19.14     Agreement  Binding  Upon  All  Successors
This Plan shall be binding upon the Company, all the Affiliated Companies, their
successors  and  assigns;  upon the Participants, their heirs, beneficiaries and
legal  representatives;  and  upon  the  Plan  Administrator,  and  Trustee, any
insurance  company,  Investment  Manager,  and  other  named  fiduciaries, their
successors  and  assigns.

Section  19.15     Titles
The  titles  are for reference only.  In the event of a conflict between a title
and  the  content  of  a  section,  the  content  of  the  section  shall apply.

Section  19.16     Construction
Whenever  appropriate,  words  used in this Plan in the singular may include the
plural,  or the plural may be read in the singular, or the masculine may be read
as  the  feminine  or  neuter,  or  interchangeably.

Section  19.17     Severability
If  any provision of the Plan is held by a court of competent jurisdiction to be
invalid,  void,  or  unenforceable,  the remaining provisions shall nevertheless
continue  in  full  force and effect to the greatest extent possible and without
being  impaired  or  invalidated  in  any  way.

Section  19.18     Counterparts
This  Plan  may  be  executed  in  one  or  more  counterparts, and each of such
counterparts  shall, for all purposes, be deemed to be an original, but all such
counterparts  shall  together  constitute  but  one  and  the  same  instrument.

Section  19.19     Non-Alienation  of  Retirement  Benefits
The  retirement benefits payable and/or the underlying interest of a Participant
and  his  Beneficiaries  under  this  Plan shall not be subject in any manner to
anticipation,  alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,
charge,  garnishment,  execution,  or  levy  of  any  kind,  either voluntary or
involuntary.  The  Company  or Affiliated Companies, the Plan Administrator, the
Trustee  and  any  insurance  company  shall not in any manner be liable for, or
subject  to,  the  debts,  contracts,  liabilities, engagements, or torts of any
person  entitled  to  benefits  hereunder.

     Nothing in this Section 19.19 shall be construed so as to prohibit the Plan
Administrator  from  complying with the provisions of a domestic relations order
issued  by  a  court of competent jurisdiction which the Committee finds to be a
Qualified  Domestic  Relations  Order  pursuant  to  Section 414(p) of the Code.

Section  19.20     Special  Vesting  of  Participants  who  were  Employees  of
Foodservices,  Inc.
Participants  in this Plan who were employees of Foodservices, Inc. shall have a
fully  vested  interest in their accrued benefit earned through the closing date
of  the  Foodservices,  Inc.  Purchase  Agreement.

Section  19.21     Special Provision for Female Employees with an Age Sixty (60)
Normal  Retirement  Date
If  a  female  was a Participant prior to January 1, 1967 in a Predecessor Plan,
the  amount  of retirement benefit accrued prior to January 1, 1968 shall not be
reduced  for  Early  Retirement  for  any months after such female Participant's
attainment  of  age  sixty  (60).



<PAGE>




     IN WITNESS WHEREOF, the Ralston Purina Company has caused these presents to
be executed by a duly authorized officer of Ralston Purina Company as of January
1,  1999.



                                    RALSTON  PURINA  COMPANY




                                    /s/ C. S. Sommer
                                    ----------------------------------
                                    C.  S.  Sommer
                                    Vice  President  and  Director,
                                    Administration


ATTEST:


/s/ Renee Winter
--------------------------------





<PAGE>
                   APPENDIX A - TABLE OF ACTUARIAL ASSUMPTIONS



For  Annuity  Starting  Dates  on  or  after  January  1,  1999:

1.     Sections 1.1A, 2.3B, 5.1, 5.5, 6.2A, 6.4A, 7.1, 7.3F, 7.4, and 17.(unless
otherwise  provided  for  therein:

Applicable  Interest  Rate  and  Applicable  Mortality  Table

2.     Section  5.6  (Section  415  Limits):  as  provided  for  therein

3.     Sections  7.2  and  7.3A--  See  attached  tables.

4.     Plan  Sections  where  actuarial  equivalence  not  specified within such
Section  or  subsection  or not specified above:  GAM 83 mortality table, and 7%
interest  rate.


<PAGE>
                     APPENDIX B - PRODUCTION PLAN PROVISIONS


Effective  September  30,  1996,  the  Purina  Retirement  Plan  for  Production
Employees  was  merged into this Plan (the "Production Plan").  The terms of the
Plan  applicable  to  the  Participants  covered by the Production Plan shall be
governed  by  this  Appendix  B  on  and  after  October  1, 1996, and not other
provisions  of this Plan;  provided however, that effective January 1, 1999, the
Cash  Balance Benefit shall be available to Production Employees.  Specifically,
no  Participant  in  this  Appendix  B  shall be eligible for the Pension Equity
Benefit  or  other  terms  not  set  forth  in this Appendix B, except for those
provisions  relating  exclusively  to  the  Cash  Balance  Benefit.

Furthermore,  notwithstanding anything herein to the contrary, effective June 2,
1997,  Fiber  Sales  production  employees  shall  accrue  benefits  under  the
Production  Plan  provisions  and  not  under  other  Plan  provisions.

<PAGE>
   APPENDIX C - METHODOLOGY TO BE FOLLOWED IN DETERMINING BENEFIT PAYABLE UNDER
           PENSION EQUITY PROVISIONS, CONSIDERING UNION CARBIDE OFFSET


1.     Calculate  value  of  Pension  Equity  Benefit,  taking  into account all
Credited  Service  and  Average Annual Earnings as permitted under a FAP Benefit
calculated  with  reference  to  Article  XII.

2.     Convert  such  Pension  Equity  Benefit  into  an immediate annuity using
Actuarial  Equivalent  factors  generally  applicable  under  the  Plan for such
conversions.

3.     Determine  the  FAP  Benefit  accrued  to  January 1, 1999 payable at the
Annuity  Starting  Date.  If  the  Participant is eligible for Early Retirement,
reduce  the  FAP Benefit accrued to January 1, 1999 for early commencement using
the  Plan's  early  retirement reduction factors.  If the Participant is younger
than  age  55  apply  the  factors  from  the  following  table interpolated for
fractional  ages:

                AGE     E.R. FACTOR          AGE     E.R. FACTOR
                ---     -----------          ---     -----------

                55        50.0%               40        15.3%
                54        46.0%               39        14.2%
                53        42.3%               38        13.2%
                52        38.9%               37        12.3%
                51        35.9%               36        11.4%
                50        33.1%               35        10.6%
                49        30.6%               34         9.9%
                48        28.2%               33         9.2%
                47        26.1%               32         8.6%
                46        24.2%               31         8.0%
                45        22.4%               30         7.4%
                44        20.7%               29         6.9%
                43        19.2%               28         6.4%
                42        17.8%               27         6.0%
                41        16.5%               26         5.6%
                                              25         5.2%
                                              24         4.9%
                                              23         4.5%
                                              22         4.2%
                                              21         3.9%


<PAGE>
   APPENDIX C - METHODOLOGY TO BE FOLLOWED IN DETERMINING BENEFIT PAYABLE UNDER
           PENSION EQUITY PROVISIONS CONSIDERING UNION CARBIDE OFFSET
                                   (continued)


4.     The  "gross  annuity"  (i.e.,  prior to reflecting the offset provided by
Article  XII)  would  be  the  greater  of  (2)  and  (3).

5.     Determine  Carbide  Plan Benefit payable as of the Annuity Starting Date.
       -  If participant is Early Retirement eligible under Article XII of the
          Plan, apply  UCC early retirement reduction factors under Section 12.2
          to the Carbide Plan  Benefit.
       -  If  Participant  is younger than age 50, apply the appropriate factor
          from the  following  table  -  interpolate  for  fractional  ages:


                AGE     E.R. FACTOR          AGE     E.R. FACTOR
                ---     -----------          ---     -----------

                 50         20.0%             37        7.4%
                 49         18.5%             36        6.9%
                 48         17.1%             35        6.4%
                 47         15.8%             34        6.0%
                 46         14.6%             33        5.6%
                 45         13.5%             32        5.2%
                 44         12.5%             31        4.8%
                 43         11.6%             30        4.5%
                 42         10.8%             29        4.2%
                 41         10.0%             28        3.9%
                 40          9.3%             27        3.6%
                 39          8.6%             26        3.4%
                 38          8.0%             25        3.2%
                                              24        2.9%
                                              23        2.7%
                                              22        2.6%
                                              21        2.4%



6.     Subtract  (5) from (4) - this is the net annuity payable from the Plan as
a  single  life  annuity  with  60  monthly  payments  guaranteed.

7.     To  determine  the  single sum payable, multiply the Actuarial Equivalent
factor  used  in  step  (2)  by  the  net  annuity  developed  in  step  (6).


<PAGE>
APPENDIX E - VOLUNTARY ENHANCED RETIREMENT OPTION EVEREADY BATTERY COMPANY FIELD
                               SALES ORGANIZATION


Any  other  provision of the Plan to the contrary notwithstanding, the following
provisions  of  this  Appendix  E  set forth the early retirement window program
effective  as  of  January 19, 1993 for Eligible Participants as defined in this
Appendix  E.  To  the  extent of any inconsistency between the terms of the Plan
and  the  terms  of  this  Appendix  E,  the provisions of this Appendix E shall
control.

1.     Purpose  and  Intent.
       --------------------
This  program is intended to assist the Company in effecting  a  reduction in
force in a voluntary and amicable manner by providing financial  assistance
and  exit incentives to a limited group of employees most likely  to  be
contemplating  a  separation  from  service for reasons of earlyretirement.
This  program  is  intended  to  constitute  a  "voluntary  early retirement
incentive  plan"  within  the  meaning  of the Age Discrimination in
Employment  Act.

2.     Definitions.
       -----------
For  purposes of this Appendix E, the following terms shall have the following
meanings:

     (a)     "Election  Period" means that period commencing on January 19, 1993
and  ending  on  March  3,  1993.

     (b)     "Eligible  Participant"  means:

          (i)     an  active  Employee  of  the  Company as of January 19, 1993;

          (ii)     who  is  employed  in  the  Eveready field sales and customer
service  organization,  excluding Employees in the job categories of supervisory
director  and  above  as  of  January  19,  1993;

          (iii)     whose  employment is not terminated for cause or death prior
to  the  Employee's  Window  Retirement  Date;  and

          (iv)     who  will  have attained age fifty and completed at least ten
years  of  Credited  Service  as  of  December  31,  1993.

     (c)     "Applicable  Retirement  Date" means such EBC Early Retirement Date
as  may  be  elected  by  the Eligible Participant in accordance with procedures
prescribed  by  the  Company.

3.     Option.
       ------
In  the case of an Eligible Participant who so elects during the period
prescribed  by  the  Company,  a  retirement benefit shall be payable as
determined  in  accordance  with  Section  12.4  of the Plan, with the following
modifications:  as of the Applicable Retirement Date, three years shall be added
to  the  Eligible  Participant's  age  and  three  years  shall  be added to his
accumulated  Future  Service.

<PAGE>
     APPENDIX F - ENHANCED RETIREMENT BENEFIT EVEREADY BATTERY COMPANY FREMONT
                                    FACILITY


Any  other  provision of the Plan to the contrary notwithstanding, the following
provisions  of this Appendix F set forth the enhanced retirement benefit program
for  Eligible  Participants as defined in this Appendix F.  To the extent of any
inconsistency  between  the  terms of the Plan and the terms of this Appendix F,
the  provisions  of  this  Appendix  F  shall  control.

1.     Purpose  and  Intent.
       --------------------
This  program is intended to assist the Company in effecting a reduction in
force by providing financial assistance to a limited group  of employees
affected by the closing of the Fremont, Ohio facility of the Eveready
Battery  Company.

2.     Definitions.
       -----------
For  purposes of this Appendix F, an "Eligible Participant" means:

        (a)     an  active  Employee  of  the  Company  who is employed at the
Fremont,  Ohio  facility;

        (b)     who  is employed continuously by the Company from June 3, 1997
through the closing of the Fremont, Ohio facility and immediately thereafter has
a  retirement  date  under  Section  12  of  the  Plan;  and

        (c)     who will have attained age 48 and completed at least eight years
of Credited Service or  had attained  age 55 and completed at least two years of
Credited  Service  as  of the date of the closing of the Fremont, Ohio facility.

3.     Benefit.
       -------
In  the  case  of an Eligible Participant, a retirement benefit shall be payable
as determined in accordance with Section 12.4 of the Plan, with the  following
modifications: as of the Eligible Participant's retirement date, three  years
shall  be  added to the Eligible Participant's age and three years shall be
added to his accumulated Future Service;  provided, however, that in no event
shall any  Eligible  Participant's  service  credit  exceed  40  years.


<PAGE>
    APPENDIX G - VOLUNTARY ENHANCED RETIREMENT OPTION EVEREADY BATTERY COMPANY
                             WESTLAKE AND ST. LOUIS


Any  other  provision of the Plan to the contrary notwithstanding, the following
provisions  of  this  Appendix  G  set forth the early retirement window program
effective as of July, 1997 for Eligible Participants as defined in this Appendix
G.  To  the  extent  of  any inconsistency between the terms of the Plan and the
terms  of  this  Appendix  G,  the  provisions of this Appendix G shall control.

1.     Purpose  and  Intent.
       --------------------
This  program is intended to assist the Company in effecting  a  reduction in
force in a voluntary and amicable manner by providing financial  assistance  and
exit incentives to a limited group of employees most likely  to  be
contemplating  a  separation  from  service for reasons of early retirement.
This  program  is  intended  to  constitute  a  "voluntary  early retirement
incentive  plan"  within  the  meaning  of the Age Discrimination in
Employment  Act.

2.     Definitions.
       -----------
For  purposes of this Appendix G, the following terms shall have  the  following
meanings:

     (a)     "Election  Period"  means  the 45-day period following the date the
benefit  offered  under  this  Appendix  is  first  offered  to  the  Eligible
Participant.

     (b)     "Eligible  Participant"  means  either:

          (i) an active Employee of the Company as of February 1, 1998, who is a
Participant  in  the  Plan, and who is either (A) employed as a regular Employee
with a job grade less than or equal to grade 17 in the financial and accounting,
human  resource,  logistics  and purchasing departments of the Eveready Westlake
Facility  who  will  have  attained  age  55  and completed at least 25 years of
Credited  Service  as of February 1, 1998; or (B) employed as a regular Employee
with  a  job  grade  less  than  or equal to grade 17 in the quality engineering
department  of  the Eveready Westlake Facility who will have attained age 55 and
completed  at  least  35  years  of  Credited Service as of February 1, 1998; or

          (ii)  financial,  accounting and information systems employees who are
selected  by  the Company, who are Participants in the Plan, who are employed on
the  St.  Louis  headquarters  payroll  and  who  will  have attained age 50 and
completed  ten  years of Credited Service on or before the Employee's retirement
date.

     (c)     "Applicable  Retirement  Date" means such EBC Early Retirement Date
or  other  retirement  date  as  may  be  elected by the Eligible Participant in
accordance  with  procedures  prescribed  by  the  Company.

3.     Option.  In  the case of an Eligible Participant who so elects during the
       ------
Election  Period,  a  retirement  benefit  shall  be  payable  as  determined in
accordance  with  Section 12.4 of the Plan, with the following modifications: as
of  the  Applicable  Retirement Date, three years shall be added to the Eligible
Participant's  age  and  three  years  shall  be added to his accumulated Future
Service;  provided,  however,  that in no event shall any Eligible Participant's
service  credit  exceed  40  years.

<PAGE>
    APPENDIX H - ENHANCED RETIREMENT BENEFIT EVEREADY BATTERY COMPANY CUSTOMER
                                SERVICE EMPLOYEES


Any  other  provision of the Plan to the contrary notwithstanding, the following
provisions  of this Appendix H set forth the enhanced retirement benefit program
for  Eligible  Participants as defined in this Appendix H.  To the extent of any
inconsistency  between  the  terms of the Plan and the terms of this Appendix H,
the  provisions  of  this  Appendix  H  shall  control.

1.     Purpose  and  Intent.
       --------------------
This  program is intended to assist the Company in effecting  a  reduction  in
force by providing financial assistance to a limited group  of  customer
service employees  of  the  Eveready  Battery  Company, in connection  with
the  closing of  selected  offices  of  the  Company.

2.     Definitions.
       -----------
For  purposes of this Appendix H, an "Eligible Participant" means:

     (a)     an  active  regular  Employee of the Company who is employed at the
Eveready customer service offices in San Francisco, Saddlebrook and Duluth as of
February  19,  1998;

     (b)     who  was  a Participant in the Plan as of December 31, 1992 and who
will have attained age 48 and completed at least eight years of Credited Service
as  of  the  individual's  termination date; or became a Participant in the Plan
after December 31, 1992 and who will have attained age 55 and completed at least
two  years  of  Credited  Service  as  of  the  individual's  termination  date.

3.     Benefit.
       -------
In  the  case  of an Eligible Participant, a retirement benefit shall be payable
as determined in accordance with Section 12.4 of the Plan, with the  following
modifications: as of the Eligible Participant's retirement date, three  years
shall  be  added to the Eligible Participant's age and three years shall be
added to his accumulated Future Service;  provided, however, that in no event
shall any  Eligible  Participant's  service  credit exceed 40 years, and
provided  that actual  age  shall  be used to determine eligibility for
benefit commencement under  the  Plan.


<PAGE>
   APPENDIX I - VOLUNTARY ENHANCED RETIREMENT OPTION EVEREADY BATTERY COMPANY


Any  other  provision of the Plan to the contrary notwithstanding, the following
provisions  of  this  Appendix  I  set forth the early retirement window program
effective  as  of  January 31, 1998 for Eligible Participants as defined in this
Appendix  I.  To  the  extent of any inconsistency between the terms of the Plan
and  the  terms  of  this  Appendix  I,  the provisions of this Appendix G shall
control.

1.     Purpose  and  Intent.
       --------------------
This  program is intended to assist the Company in effecting  a  reduction in
force in a voluntary and amicable manner by providing financial  assistance  and
exit incentives to a limited group of employees most likely to be contemplating
a  separation  from  service for reasons of early retirement.  This  program  is
intended  to  constitute  a  "voluntary  early retirement  incentive plan"
within  the  meaning  of the Age Discrimination in Employment  Act.

2.     Definitions.
       -----------
For  purposes of this Appendix I, the following terms shall have  the
Following meanings:

     (a)     "Election  Period"  means  the 45-day period following the date the
benefit  offered  under  this  Appendix  is  first  offered  to  the  Eligible
Participant.

     (b)     "Eligible  Participant" means an active Employee of the Company who
is  on Eveready's payroll as of January 31, 1998 (other than the Chief Executive
officer of Eveready) and who will have attained age 50 and completed 10 years of
Credited  Service  as  of July 1, 1998, except regular Employees who (i) elected
the  voluntary  early  retirement  option  offered  in May, 1997, (ii) is on the
payroll  or is receiving pay under the terms of a signed separation agreement at
the time the benefit described in this Appendix is offered, (iii) is an Employee
in the Edgewater Facilities Service Group or Edgewater Battery Testing Group, or
(iv)  is  eligible  for  the  Plan  enhancement offered to the Eveready customer
service  employees  in  San  Francisco,  Saddlebrook  and  Duluth.

     (c)     "Applicable  Retirement  Date" means such EBC Early Retirement Date
as  may  be  elected  by  the Eligible Participant in accordance with procedures
prescribed  by  the  Company no later than September 30, 1998, or in exceptional
cases,  thereafter  based  on  the  reasonable  business  needs  of the Company.

3.     Option.  In  the case of an Eligible Participant who so elects during the
       ------
period  prescribed  by  the  Company,  a  retirement benefit shall be payable as
determined  in  accordance  with  Section  12.4  of the Plan, with the following
modifications:  as of the Applicable Retirement Date, three years shall be added
to  the  Eligible  Participant's  age  and  three  years  shall  be added to his
accumulated  Future  Service;  provided,  however,  that  in  no event shall any
Eligible  Participant's  service  credit  exceed  40  years.