RALSTON PURINA COMPANY




                             Ralston Purina Company
                        Restated Savings Investment Plan















                                                          Ralston Purina Company
                                                                       1/01/1999


<PAGE>
                                Table of Contents

                                                                            Page
                                                                            ----

Recitals                                                                       1


ARTICLE  I  -  Definitions                                                     3
Section  1.01  -  Accounts                                                     3
                  --------
Section  1.02  -  Affiliated  Company                                          3
                  -------------------
Section  1.03  -  After-Tax  Supplemental  Contributions                       3
                  --------------------------------------
Section  1.04  -  After-Tax  Supplemental  Investment  Account                 3
                  --------------------------------------------
Section  1.05  -  Before-Tax  Investment  Account                              3
                  -------------------------------
Section  1.06  -  Before-Tax  Matched  Contributions                           3
                  ----------------------------------
Section  1.07  -  Before-Tax  Unmatched  Contributions                         3
                  ------------------------------------
Section  1.08  -  Beneficiary                                                  3
                  -----------
Section  1.09  -  Board  of  Directors                                         3
                  --------------------
Section  1.10  -  CBG  Stock                                                   3
                  ----------
Section  1.11  -  Closing  Price                                               4
                  --------------
Section  1.12  -  Code                                                         4
                  ----
Section  1.13  -  Common  Stock                                                4
                  -------------
Section  1.14  -  Commonly  Controlled  Entity                                 4
                  ----------------------------
Section  1.15  -  Company                                                      4
                  -------
Section  1.16  -  Company  Contribution  Account                               4
                  ------------------------------
Section  1.17  -  Company  Matching  Contributions                             4
                  --------------------------------
Section  1.18  -  Company  PAYSOP  Account  Contributions                      5
                  ---------------------------------------
Section  1.19  -  Compensation                                                 5
                  ------------
Section  1.20  -  Covered  Service                                             5
                  ----------------
Section  1.21  -  Disability                                                   6
                  ----------
Section  1.22  -  EBAIC                                                        6
                  -----
Section  1.23  -  Effective  Date                                              6
                  ---------------
Section  1.24  -  Eligible  Employee                                           6
                  ------------------
Section  1.25  -  Eligible  Spouse                                             6
                  ----------------
Section  1.26  -  Employee                                                     6
                  --------
Section  1.27  -  Employer                                                     6
                  --------
Section  1.28  -  Entry  Date                                                  6
                  -----------
Section  1.29  -  ESOP  Allocated  Shares  Account                             7
                  --------------------------------
Section  1.30  -  ESOP  Payment  Account                                       7
                  ----------------------
Section  1.31  -  ESOP  Preferred  Stock                                       7
                  ----------------------
Section  1.32  -  ESOP  Suspense  Account                                      7
                  -----------------------
Section  1.33  -  ESOP  Loan                                                   7
                  ----------
Section  1.34  -  Five-Percent  (5%)  Owner                                    7
                  -------------------------
Section  1.35  -  Highly  Compensated  Employee                                7
                  -----------------------------
Section  1.36  -  Investment  Fund  or  Funds                                  7
                  ---------------------------
Section  1.37  -  Leased  Employee                                             7
                  ----------------
Section  1.38  -  Member                                                       8
                  ------
Section  1.39  -  Minimum  Redemption  Value                                   8
                  --------------------------
Section  1.40  -  Non-Highly  Compensated  Employee                            8
                  ---------------------------------
Section  1.41  -  Participating  Unit                                          8
                  -------------------
Section  1.42  -  Plan                                                         8
                  ----
Section  1.43  -  Prior  Plan                                                  8
                  -----------
Section  1.44  -  Plan  Administrator                                          8
                  -------------------
Section  1.45  -  Plan  Year                                                   8
                  ----------
Section  1.46  -  Profits  of  EPS                                             8
                  ----------------
Section  1.47  -  Profits  of  Golden  Cat                                     8
                  ------------------------
Section  1.48  -  RPG  Stock                                                   9
                  ----------
Section  1.49  -  Retirement                                                   9
                  ----------
Section  1.50  -  Rollover  Contribution                                       9
                  ----------------------
Section  1.51  -  Temporary  Employee                                          9
                  -------------------
Section  1.52  -  Termination  of  Employment                                  9
                  ---------------------------
Section  1.53  -  Trustee                                                      9
                  -------
Section  1.54  -  Trust  Fund                                                  9
                  -----------
Section  1.55  -  Valuation  Date                                              9
                  ---------------
Section  1.56  -  Withdrawal  Valuation  Date                                  9
                  ---------------------------
ARTICLE  II  -  Membership                                                    10
Section  2.01  -  Eligibility                                                 10
                  -----------
Section  2.02  -  Membership  Application                                     10
                  -----------------------
Section  2.03  -  Rehired  Former  Employee                                   10
                  -------------------------
ARTICLE  III  -  Service                                                      10
Section  3.01  -  Absence  in  Military  Service                              10
                  ------------------------------
Section  3.02  -  Approved  Leave  of  Absence                                10
                  ----------------------------
Section  3.03  -  Family  Medical  Leave                                      10
                  ----------------------
Section  3.04  -  Period  of  Service                                         10
                  -------------------
Section  3.05  -  Service  Definitions                                        11
                  --------------------
ARTICLE  IV  -  Contributions                                                 12
Section  4.01  -  Before-Tax  Matched  Contributions                          12
                  ----------------------------------
Section  4.02  -  Company  Contributions                                      12
                  ----------------------
Section  4.03  -  Before-Tax  Unmatched  Contributions                        14
                  ------------------------------------
Section  4.04  -  After-Tax  Supplemental  Contributions                      15
                  --------------------------------------
Section  4.05  -  Deferral  Percentages                                       15
                  ---------------------
Section  4.06  -  Contribution  Percentages                                   17
                  -------------------------
Section  4.07  -  Change  in  Before-Tax  Matched,  Before-Tax  Unmatched,  and
                  -------------------------------------------------------------
                  Supplemental  Contributions                                 19
                 ---------------------------
Section  4.08  -  Suspension  of  Before-Tax  Matched, Before-Tax Unmatched, and
                  --------------------------------------------------------------
                  Supplemental Contributions                                  19
                  --------------------------
Section  4.09  -  Limitation  of  Contributions                               19
                  -----------------------------
ARTICLE  V  -  Trust  Fund                                                    20
Section  5.01  -  The  Trust  Agreement                                       20
                  ---------------------
Section  5.02  -  The  Trustee                                                20
                  ------------
Section  5.03  -  Separate  Investment  Funds                                 20
                  ---------------------------
Section  5.04  -  Temporary  Investment                                       20
                  ---------------------
Section  5.05  -  Investment  Managers                                        20
                  --------------------
ARTICLE  VI  -  ESOP  Preferred  Stock  Fund                                  21
Section  6.01  -  The  ESOP  Preferred  Stock  Fund                           21
                  ---------------------------------
Section  6.02  -  ESOP  Loans                                                 21
                  -----------
Section  6.03  -  ESOP  Loan  Payments                                        22
                  --------------------
Section  6.04  -  Release  of  ESOP  Preferred  Stock                         22
                  -----------------------------------
Section  6.05  -  ESOP  Preferred  Stock  Dividends                           24
                  ---------------------------------
Section  6.06  -  Withdrawals  and  Distributions.                            24
                  -------------------------------
Section  6.07  -  Voting  and  Tendering                                      24
                  ----------------------
Section  6.08  -  Diversification  Elections                                  25
                  --------------------------
ARTICLE  VII  -  ESOP  Common  Stock  Fund                                    26
Section  7.01  -  The  ESOP  Common  Stock  Fund                              26
                  ------------------------------
Section  7.02  -  ESOP  Common  Stock  Dividends                              26
                  ------------------------------
Section  7.03  -  Withdrawals  and  Distributions                             27
                  -------------------------------
Section  7.04  -  Voting  and  Tendering                                      27
                  ----------------------
Section  7.05  -  Diversification  Elections                                  27
                  --------------------------
ARTICLE  VIII  -  Other  Investment  Funds                                    28
Section  8.01  -  Other  Investment  Funds                                    28
                  ------------------------
Section  8.02  -  Investment  of  Contributions                               30
                  -----------------------------
Section  8.03  -  Member  Responsibility  For  Selection  of  Funds           30
                  -------------------------------------------------
Section  8.04  -  Voting  and  Tendering  -  Ralston  Common  Stock           31
                  -------------------------------------------------
Section  8.05  -  Voting  and  Tendering  -  Other  Stock  Funds              31
                  ----------------------------------------------
ARTICLE  IX  -  Valuation  of  Assets  and  Members'  Accounts                32
Section  9.01  -  Valuation  of  Assets                                       32
                  ---------------------
Section  9.02  -  Valuation  of  Accounts                                     32
                  -----------------------
Section  9.03  -  Statement  of  Accounts                                     32
                  -----------------------
Section  9.04  -  Accounts  in  Units                                         32
                  -------------------
ARTICLE  X  -  Vesting  of  Contributions                                     32
Section  10.01  -  Vesting  of  Before-Tax and Supplemental Investment
                   ---------------------------------------------------
                   Accounts                                                   32
                   --------
Section  10.02  -  Vesting  of  Company  Contributions  Account               33
                   --------------------------------------------
ARTICLE  XI  -  Distributions                                                 33
Section  11.01  -  General                                                    33
                   -------
Section  11.02  -  Methods  of  Distribution                                  34
                   -------------------------
Section  11.03  -  Qualified  Joint  and  Survivor  Annuity                   35
                   ----------------------------------------
Section  11.04 - Election Not to Receive a Qualified Joint and Survivor
                 -------------------------------------------------------
                 Annuity                                                      36
                 -------
Section  11.05  -  Completion  of  Appropriate  Forms                         37
                   ----------------------------------
Section  11.06  -  Accounts  of  Former  Employees                            37
                   -------------------------------
Section  11.07  -  Consent  to  Payment                                       37
                   --------------------
Section  11.08  -  Latest  Deferral  of  Payment                              37
                   -----------------------------
Section  11.09  -  Lost  Payees                                               38
                   ------------
Section  11.10  -  Distribution  of  Annuity  Contracts                       38
                   ------------------------------------
ARTICLE  XII  -  Death  Benefits                                              39
Section  12.01  -  Death  Benefits                                            39
                   ---------------
Section  12.02  -  Beneficiary  Designation                                   39
                   ------------------------
Section  12.03  -  Pre-Retirement  Survivor  Annuity                          39
                   ---------------------------------
Section  12.04  -  Payment  of  Benefit                                       39
                   --------------------
Section  12.05  -  Latest  Time  for  Payment                                 39
                   --------------------------
Section  12.06  -  Payments in the Event of Death with No Designated Survivor or
                   -------------------------------------------------------------
                   Incompetency                                               40
                   ------------
Section  12.07  -  Renunciation  of  Death  Benefit                           40
                   --------------------------------
Section  12.08 - Proof of Death and Right of Beneficiary or Other Person      40
                 -------------------------------------------------------
ARTICLE  XIII  -  Withdrawal  Prior  to  Termination  of  Employment          40
Section  13.01  -  Withdrawal  of  Supplemental  Contributions                40
                   -------------------------------------------
Section  13.02  - Hardship Withdrawal of Before-Tax Contributions and/or Company
                  --------------------------------------------------------------
                  Contributions                                               40
                   ------------
Section  13.03  -  Age  Fifty-Nine  and  One-Half  (59-1/2)  Withdrawal       42
                   ----------------------------------------------------
Section  13.04  -  Order  of  Withdrawals                                     42
                   ----------------------
ARTICLE  XIV  -  Forfeitures                                                  42
Section  14.01  -  Time  of  Forfeiture  and  Restoration                     42
                   --------------------------------------
Section  14.02  -  Disposition  of  Forfeitures                               43
                   ----------------------------
Section  14.03  -  Effect  of  Withdrawal  Under  Article  XIII               43
                   --------------------------------------------
Section  14.04  -  Maternity  Absence                                         43
                   ------------------
ARTICLE  XV  -  Administration  of  Plan                                      43
Section  15.01  -  Plan  Administrator                                        43
                   -------------------
Section  15.02  -  Benefits  Council                                          43
                   -----------------
Section  15.03  -  Benefits  Policy  Board                                    44
                   -----------------------
Section  15.04  -  EBAIC                                                      44
                   -----
Section  15.05  -  Authority  and  Duties  of  Various  Fiduciaries           45
                   ------------------------------------------------
Section  15.06  -  Named  Fiduciaries                                         46
                   ------------------
Section  15.07  -  Delegation                                                 46
                   ----------
Section  15.08  -  Multiple  Capacities                                       46
                   --------------------
ARTICLE  XVI  -  Amendments,  Termination,  Permanent  Discontinuance  of
Contributions,  Merger  or  Consolidation                                     46
Section  16.01  -  Amendments                                                 46
                   ----------
Section 16.02 - Termination or Permanent Discontinuance of Contributions      47
                --------------------------------------------------------
Section  16.03  -  Partial  Termination                                       47
                   --------------------
Section  16.04  -  Benefits  in  Case  of  Merger  or  Consolidation          47
                   -------------------------------------------------
ARTICLE  XVII  -  Loans                                                       47
Section  17.01  -  Loans                                                      47
                   -----
Section  17.02  -  Interest  Rates                                            48
                   ---------------
Section  17.03  -  Other  Rules                                               48
                   ------------
ARTICLE  XVIII  -  Miscellaneous                                              48
Section  18.01  -  Benefits  Payable  from  Trust  Fund                       48
                   ------------------------------------
Section  18.02  -  Elections                                                  48
                   ---------
Section  18.03  -  No  Right  to  Continued  Employment                       49
                   ------------------------------------
Section  18.04  -  Inalienability  of  Benefits  and  Interest                49
                   -------------------------------------------
Section  18.05  -  Payments  for  Exclusive  Benefits  of  Members            49
                   -----------------------------------------------
Section  18.06  -  Missouri  Law  to  Govern                                  49
                   -------------------------
Section  18.07  -  No  Guarantee                                              49
                   -------------
Section  18.08  -  Address  of  Record                                        49
                   -------------------
Section  18.09  -  Participating  Units                                       50
                   --------------------
Section  18.10  -  Headings                                                   50
                   --------
Section  18.11  -  Use  of  Masculine  Terms                                  50
                   -------------------------
Section  18.12  -  Payment  of  Expenses                                      50
                   ---------------------
Section  18.13  -  Rollover  Contributions                                    50
                   -----------------------
ARTICLE  XIX  -  Claim  Procedure                                             51
Section  19.01  -  Initial  Determination                                     51
                   ----------------------
Section  19.02  -  Review                                                     51
                   ------
ARTICLE  XX  -  Limitation  on  Contributions                                 51
Section  20.01  -  Maximum  Annual  Additions                                 51
                   --------------------------
ARTICLE  XXI  -  Top-Heavy  Provisions                                        54
Section  21.01  -  Application  of  Top-Heavy  Provisions                     54
                   --------------------------------------
Section  21.02  -  Definitions                                                55
                   -----------
Section  21.03  -  Minimum  Contribution                                      56
                   ---------------------
Section  21.04  -  Limit  on  Annual  Additions:  Combined  Plan  Limit       56
                   ----------------------------------------------------
EXHIBIT  A                                                                    58


<PAGE>



             RALSTON PURINA COMPANY RESTATED SAVINGS INVESTMENT PLAN


Ralston Purina Company (hereinafter the "Company") on behalf of itself and those
domestic  corporations  (hereinafter  the  "Affiliated  Companies")  in which it
directly  or  indirectly  owns more than 50% of the voting stock and which, with
the  approval  of  the Company, elects to adopt the savings and stock bonus plan
covered  hereby,


WITNESSETH:


Whereas,  the  Company established the Ralston Purina Company Savings Investment
Plan  for  salaried,  administrative,  and  clerical  employees (the "SAC SIP"),
effective  January 1, 1989, which resulted from the merger of the Ralston Purina
Savings  Investment  Plan  effective  April 1, 1983, and the implementation of a
leverageable  employee  stock  ownership  plan component (the "Leveraged ESOP");


Whereas,  the  Company established the Ralston Purina Company Savings Investment
Plan  for  Production  Employees,  effective  January  1,  1988,  for production
employees  (the  "Production  SIP");


Whereas,  the  Company  merged  the  Production  SIP with the SAC SIP, effective
January  1,  1992;


Whereas,  the  Leveraged ESOP expired effective December 31, 1998 as a result of
the  payment  in  full  of  the  ESOP  Notes;


Whereas,  the  Company  has  reserved  the  right  to  amend  the  Plan;


Whereas,  effective  as of January 1, 1999, the Company wishes to amend the Plan
to  adopt a new Company Matching Contribution formula, and to implement a Common
Stock  ESOP;


Whereas,  the  Company  wishes  to  further  amend  the  Plan to comply with the
provisions  of the Uruguay Round Agreements Act ("GATT"), the Small Business Job
Protection  Act  of 1996, and the Uniformed Services Employment and Reemployment
Rights  Act of 1994 ("USERRA"), the Taxpayer Relief Act of 1997 ("TRA '97"), and
the  Internal  Revenue  Service  Restructuring  and  Reform  Act  of  1998;


Whereas, the Company wishes to further amend the Plan to reflect credit for past
service  for  eligibility  and  vesting  of certain employees as a result of the
acquisition  by  the  Company  of  certain  businesses;  and


Whereas,  effective  December 3, 1997, the Company sold its protein technologies
business; effective April 1, 1998, the Company spun off its international animal
feed  business  and,  effective April 1, 2000, spun off its battery and lighting
products  business,  to the shareholders of Ralston Purina Company common stock,
in  spin-offs  qualifying  under Code Section 355; the Plan is hereby amended to
reflect  the spin-off of the account balances of participants who were employees
of  the  respective  divested  companies.


Now, therefore, resolved that the Ralston Purina Company Savings Investment Plan
is hereby amended and restated to reflect the above changes, generally effective
as  of  January  1,  1999,  unless  otherwise  indicated.


<PAGE>

             RALSTON PURINA COMPANY RESTATED SAVINGS INVESTMENT PLAN
                             ARTICLE I - Definitions
Section  1.01  -  Accounts
                  --------
Accounts  shall  mean,  with  respect  to any Member, his Basic and Supplemental
Investment Accounts, his Company Contribution Account, and his Rollover Account.

Section  1.02  -  Affiliated  Company
                  -------------------
Affiliated  Company  shall mean (a) any company more than fifty percent (50%) of
the  voting  stock  of  which  is directly or indirectly owned by Ralston Purina
Company  or  by any successor, and (b) any Commonly Controlled Entity; provided,
however,  that  a company shall not be an Affiliated Company unless Common Stock
would  be  employer  securities  within  the meaning of Code Section 409(l) with
respect  to  such  company.

Section  1.03  -  After-Tax  Supplemental  Contributions
                  --------------------------------------
After-Tax  Supplemental  Contributions  shall  mean  the  matched  and unmatched
contributions  of  a  Member  which  are credited to his After- Tax Supplemental
Investment  Account  in  accordance  with  Section  4.04.

Section  1.04  -  After-Tax  Supplemental  Investment  Account
                  --------------------------------------------
After-Tax  Supplemental  Investment  shall  mean  that portion of the Trust Fund
which,  with  respect  to  any  Member,  is  attributable  to  his own After-Tax
Supplemental  Contributions,  and  any  investment  earnings and gains or losses
thereon.

Section  1.05  -  Before-Tax  Investment  Account
                  -------------------------------
Before-Tax  Investment  Account shall mean that portion of the Trust Fund which,
with respect to any Member, is attributable to Before-Tax Matched and Before-Tax
Unmatched  Contributions under the Plan and any investment earnings and gains or
losses  thereon.

Section  1.06  -  Before-Tax  Matched  Contributions
                  ----------------------------------
Before-Tax  Matched Contributions shall mean the amount remitted by the Employer
in  accordance  with  Section  4.01.

Section  1.07  -  Before-Tax  Unmatched  Contributions
                  ------------------------------------
Before-Tax  Unmatched  Contributions  shall  mean  the  amount  remitted  by the
Employer  in  accordance  with  Section  4.03.

Section  1.08  -  Beneficiary
                  -----------
Beneficiary  shall  mean  any  person  or  persons designated in accordance with
Section  12.02.

Section  1.09  -  Board  of  Directors
                  --------------------
Board  of  Directors shall mean the Board of Directors of Ralston Purina Company
and  any  committee  of  directors authorized by such Board to act in its behalf
with  reference  to  the  Plan.

Section  1.10  -  CBG  Stock
                  ----------
CBG  Stock shall mean the Ralston-Continental Baking Group $.10 Par Value Common
Stock,  effective  July  30,  1993  through  May  15,  1995.

Section  1.11  -  Closing  Price
                  --------------
Closing  Price  shall  mean  the  price  assigned  to  a  transaction order on a
Valuation  Date.  Generally,  the  Closing Price is determined by the Trustee on
the day the order is placed.  However, if, in the best judgment of the EBAIC, it
would not be in the best interests of Plan Participants to determine the Closing
Price  on  the day the order is placed, due to unusual circumstances, EBAIC may,
in its sole discretion, complete the order in such manner as the members thereof
deem prudent.  If a transaction is completed over several days, Participants who
placed  such  orders  on  the  original date will not be permitted to effect any
other transactions, other than making contributions and loan repayments, until a
Closing  Price for the original Valuation Date is established. The Closing Price
assigned  to  such  orders  will  reflect  the average price of the transactions
necessary  to  complete  the  orders.

Section  1.12  -  Code
                  ----
Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
Reference  to  any  section  or subsection of the Code includes reference to any
comparable or succeeding provisions of any legislation which amends, supplements
or  replaces  such  section  or  subsection.

Section  1.13  -  Common  Stock
                  -------------
Common  Stockshall  mean  the  common  stock of Ralston Purina Company and shall
include  any  other  authorized class or series of Common Stock outstanding upon
the  reclassification  of  any  of  such  classes  or  series  of  Common Stock,
including,  without  limitation, any stock split-up, stock dividend, creation of
targeted  stock  or other distributions of stock in respect of stock (other than
stock distributions with respect to transactions under Code Section 355); or any
reverse  stock  split-up,  or  recapitalization of the Company, or any merger or
consolidation  of  the  Company with any Affiliated Company.  Common Stock shall
include  CBG  or  RPG  Stock  from  July  30,  1993  through  February  1, 1996.

Section  1.14  -  Commonly  Controlled  Entity
                  ----------------------------
Commonly  Controlled  Entity shall mean (1) 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,  (2) 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 (3) 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 (4) any entity which is required to be
aggregated  under  Code  Section  414(o).

Section  1.15  -  Company
                  -------
Company  shall  mean  Ralston  Purina  Company,  a Missouri corporation, and any
Affiliated  Company.

Section  1.16  -  Company  Contribution  Account
                  ------------------------------
Company  Contribution  Account  shall mean that portion of the Trust Fund which,
with  respect  to  any  Member, is attributable to any contributions made on the
Member's  behalf  by  the  Company  in  accordance  with  Section  4.02  and any
investment  earnings  and  gains  or  losses  thereon.

Section  1.17  -  Company  Matching  Contributions
                  --------------------------------
Company Matching Contributions shall mean the amount contributed by the Employer
in  accordance  with  Section  4.02(a)(i).

Section  1.18  -  Company  PAYSOP  Account  Contributions
                  ---------------------------------------
Company  PAYSOP  Account  Contributions shall mean the amount contributed by the
Employer  in  accordance  with  Section  4.02(a)(iii).

Section  1.19  -  Compensation
                  ------------
Compensation,  or  Benefit  Earnings, shall mean the basic compensation and such
other  forms  of  cash  compensation  paid for employment in Covered Service, as
determined  by the Plan Administrator including but not limited to, regular cash
bonuses  (unless  the  Member  elects to defer such compensation under a Company
sponsored  deferred  compensation  plan); payments made under a Code Section 125
Cafeteria  Plan;  payments  received  by Members as a result of non-occupational
sicknesses  or  injuries  as wage replacement; and payments received by a Member
under  any  type  of  Company  sponsored  voluntary  supplementation of worker's
compensation  payments.  Compensation  shall  not  include  employer  paid
reimbursements  and  allowances,  or  non-recurring  awards.  Compensation  for
purposes  of  this Plan is based on total compensation from the Company, subject
to  the exclusions noted in Exhibit A.  The exclusions are designed to eliminate
payments  which  do  not  constitute  regular,  recurring compensation.  Benefit
Earnings  are  calculated before contributions to the Savings Investment Plan or
                          ------
the  Section  125 Plan are deducted.  The list included in Exhibit A is intended
to  be  illustrative  and is not all inclusive.  For Plan Years commencing on or
after  January  1,  1994, Compensation for purposes of the Plan shall not exceed
the  dollar  limit provided under Code 401(a)(17) of the Code, or such increases
as  the  Secretary  of  Treasury  may  determine in accordance with Code Section
401(a)(17).

Section  1.20  -  Covered  Service
                  ----------------
Covered  Service  means  employment  of  an  Employee  by  an  Employer  in  a
Participating  Unit, as a regular Employee for which the Employee is paid from a
United  States  dollar payroll maintained in the United States and for which the
Employee receives a regular and stated compensation or retainer and an Employee,
while  designated  as  an  Internationally  Assigned  Employee  in  a  sales,
administrative, clerical, or production capacity for which the Employee receives
a  regular  stated compensation or retainer which is subject to taxes imposed by
the  Federal  Insurance  Contributions  Act; provided that the following service
shall  not  be  Covered  Service:

     (a)     Employment  excepted  by  the  Board  of  Directors, or by the Plan
Administrator  pursuant  to authority delegated to it by the Board of Directors,
on  a  uniform  and  nondiscriminatory  basis  with respect to persons similarly
situated including, but not limited to, employment as an Employee engaged in the
Golden  Products  business  located at the Springfield, Missouri location, other
than  an  Employee  who  immediately prior to being engaged in such business was
engaged  in  other  Covered  Service;

     (b)     Employment  subject  to a collective bargaining agreement the terms
and  conditions  of  which  do  not  make  this  Plan  applicable  to  it;  and

     (c)     Employment  as  a  Leased  Employee;

     (d)     Employment  as  a  Temporary  Employee;  and

     (e)     Employment as a fee-for-service worker or independent contractor or
in  a  similar  capacity  (rather than in the capacity of an Employee), or as an
employee  of  a  temporary  help  firm,  technical  help firm, staffing firm, or
similar  organization,  or  as  a  worker not contemporaneously classified as an
Employee on the Company's payroll system; regardless of such individual's status
under common law, including 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,  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  1.21  -  Disability
                  ----------
Disability shall mean, (a) being disabled within the meaning of any pension plan
or  long term disability plan of an Employer under which a Member is entitled to
receive  benefits  and which results in Termination of Employment, or (b) if (a)
is  not applicable, as provided in Code Section 72(m)(7), being unable to engage
in  any  substantial  gainful  activity  by  reason  of any medically determined
physical  or mental impairment which can be expected to result in death or to be
of  a  long  continued and indefinite duration which results in a Termination of
Employment.

Section  1.22  -  EBAIC
                  -----
EBAIC shall mean the Employee Benefit Asset Investment Committee, as provided in
Article  XV.

Section  1.23  -  Effective  Date
                  ---------------
Effective  Date shall mean January 1, 1999, except as otherwise provided herein,
in  respect  of  Ralston  Purina  Company,  and the date as of which the Plan is
adopted  by  an  Affiliated  Company,  with  respect  to  such  company.

Section  1.24  -  Eligible  Employee
                  ------------------
Eligible  Employee  shall  mean  an  Employee  who has satisfied the eligibility
requirement  of  Section  2.01  and  is  employed  in  Covered  Service.

Section  1.25  -  Eligible  Spouse
                  ----------------
Eligible  Spouse  shall  mean the person to whom a Member is lawfully married at
the  time benefit payments to the Member from this Plan commence, or in the case
of a Member who dies before such time, the person to whom the Member is lawfully
married  on  the  date  of  death  of  the  Member.

Section  1.26  -  Employee
                  --------
Employee  shall  mean  any  person  employed  by the Company, including a Leased
Employee.

Section  1.27  -  Employer
                  --------
Employer shall mean Ralston Purina Company or any Affiliated Company by whom the
Employee  is  employed  that  contributes  to  the  Plan  for the benefit of its
employees  with  the  approval of the Plan Administrator.  Any such Company that
contributes  to  the Plan shall thereby agree to all of the terms and conditions
of  the  Plan.

Section  1.28  -  Entry  Date
                  -----------
Entry  Date  shall  mean, with respect to an Eligible Employee first hired after
February  28,  1995, the first day of the second month immediately following his
or  her  Employment  Commencement Date.  For all other Eligible Employees, Entry
Date  shall  mean  the  earlier  of:  (i) the first day of the month immediately
following  the  completion  by  the Employee of a one-year Period of Service, or
(ii)  May  1,  1995.

Notwithstanding  the  foregoing,  for  all Eligible Employees of Energizer Power
Systems,  a  division  of  Eveready  Battery Company, Inc., who were employed by
Gates  Energy  Products Inc. as of August 27, 1993, Entry Date shall mean August
28,  1993.

Section  1.29  -  ESOP  Allocated  Shares  Account
                  --------------------------------
ESOP Allocated Shares Account shall mean that portion of the Ralston Purina ESOP
Preferred  Stock  Fund  described  in  Section  6.04(a).

Section  1.30  -  ESOP  Payment  Account
                  ----------------------
ESOP  Payment  Account  shall  mean  that  portion  of  the  Ralston Purina ESOP
Preferred  Stock  Fund  described  in  Section  6.03.

Section  1.31  -  ESOP  Preferred  Stock
                  ----------------------
ESOP  Preferred Stock shall mean the Series A Convertible Preferred Stock issued
by Ralston Purina Company to be held as qualifying employer securities under the
Plan.

Section  1.32  -  ESOP  Suspense  Account
                  -----------------------
ESOP  Suspense  Account  shall mean the separate account to which shares of ESOP
Preferred  Stock  acquired  with  the  proceeds  of  an ESOP Loan are allocated.

Section  1.33  -  ESOP  Loan
                  ----------
ESOP  Loan shall mean a loan to the Plan from or guaranteed by the Company which
satisfies  the  requirements  of  Article  VI.

Section  1.34  -  Five-Percent  (5%)  Owner
                  -------------------------
Five-Percent  (5%) Owner shall mean an Employee who is a five-percent (5%) owner
as  defined  in  Code  Section  416(i)(1)(B)(i).

Section  1.35  -  Highly  Compensated  Employee
                  -----------------------------
Highly  Compensated Employee shall mean any Employee who is a highly-compensated
employee  as  defined  in Section 414(q) of the Code and regulations thereunder.

Section  1.36  -  Investment  Fund  or  Funds
                  ---------------------------
Investment  Fund  or  Funds shall mean the separate funds established within the
Trust  in  accordance  with  Article  VIII.

Section  1.37  -  Leased  Employee
                  ----------------
Leased  Employee shall mean a person who provides services to the Company and --

          (1)     such  services  are provided pursuant to an agreement (written
or  oral)  between  the  Company, and any other person ("leasing organization"),

          (2)     such  person  has performed such services for the Company on a
substantially  full-time  basis  for  a  period  of  at  least  one  year,  and

          (3)     such services are performed under primary direction or control
by  the recipient for all Plan years beginning after December 31, 1996.  For all
Plan  years  beginning  prior  to January 1, 1997, this item 3 shall read:  such
services  are  of  a  type  historically  performed in the business field of the
Company  by  Employees.

A  person  shall  not  be  deemed  a  Leased Employee if he is covered by a plan
maintained by a leasing organization which is a money purchase pension plan with
a  non-integrated  employer  contribution  rate of at least ten percent (10%) of
compensation,  and  provides  for  immediate  participation  and  for  full  and
immediate  vesting  provided  that  Leased Employees constitute less than twenty
percent  (20%)  of  the  Company's  Non-Highly  Compensated  Employees.

Section  1.38  -  Member
                  ------
Member  shall mean any person included in the membership of the Plan as provided
in  Article  II.  Unless  otherwise specified, Member shall include "EPS Member"
and  "Golden  Cat  Member"  as  defined  in  Article  IV.

Section  1.39  -  Minimum  Redemption  Value
                  --------------------------
Minimum  Redemption  Value  shall  be  an amount equal to the total cost of ESOP
Preferred  Stock  acquired  by  the  Trustee  with  the proceeds of an ESOP Loan
divided  by  the  total  number  of  shares  so  acquired.

Section  1.40  -  Non-Highly  Compensated  Employee
                  ---------------------------------
Non-Highly  Compensated Employee shall mean any Employee who is neither a Highly
Compensated  Employee  nor  a family member of a Highly Compensated Employee, as
defined  in  Section  414(q)  of  the  Code  and  regulations  thereunder.

Section  1.41  -  Participating  Unit
                  -------------------
Participating  Unit  shall  mean  Ralston  Purina  Company  or any subsidiary of
Ralston  Purina  Company  that  contributes  to  the Plan for the benefit of its
Employees with the approval of the Plan Administrator, and any unit of Employees
of the Company or an Affiliated Company authorized to participate in the Plan in
accordance  with  Section  18.09.

Section  1.42  -  Plan
                  ----
Plan  shall mean the Ralston Purina Company Restated Savings Investment Plan, as
described  herein  or  as  hereafter  amended.

Section  1.43  -  Prior  Plan
                  -----------
Prior  Plan  shall mean the Ralston Purina Company Savings Investment Plan as in
effect  on  December  31,  1998.

Section  1.44  -  Plan  Administrator
                  -------------------
Plan  Administrator  shall  mean  Ralston  Purina  Company.

Section  1.45  -  Plan  Year
                  ----------
Plan  Year  shall  mean  the  calendar  year.

Section  1.46  -  Profits  of  EPS
                  ----------------
Profits  shall  mean  both  the accumulated earnings and profits and current net
taxable  income  of  the  Company  attributable  to  the Energizer Power Systems
division ("EPS"), before deduction of federal, state, and local income taxes and
before  any  contributions  made  by  the  Company to this or any other employee
benefit  plan  maintained  by  the  Company,  on  behalf of employees of EPS, as
determined  by  its  independent public accountants in accordance with generally
accepted  accounting  principles.

Section  1.47  -  Profits  of  Golden  Cat
                  ------------------------
Profits  shall  mean  both  the accumulated earnings and profits and current net
taxable  income  of the Company attributable to the Golden Cat Division ("Golden
Cat"), before deduction of federal, state, and local income taxes and before any
contributions  made  by  the  Company to this or any other employee benefit plan
maintained  by  the Company, on behalf of employees of Golden Cat, as determined
by  its  independent  public  accountants  in accordance with generally accepted
accounting  principles.

Section  1.48  -  RPG  Stock
                  ----------
RPG  Stock  shall  mean the Ralston - Ralston Purina Group Common $.10 Par Value
Stock,  effective  July  30,  1993,  through  February  1,  1996.

Section  1.49  -  Retirement
                  ----------
Retirement shall mean early or normal retirement under any other retirement plan
of  the Company, provided such retirement results in the Member's Termination of
Employment.

Section  1.50  -  Rollover  Contribution
                  ----------------------
Rollover  Contribution  shall  mean  that  portion of the Trust Fund which, with
respect  to  any Member, is attributable to Rollover Contributions under Section
18.13  under  the Plan, and any investment earnings and gains or losses thereon.

Section  1.51  -  Temporary  Employee
                  -------------------
Temporary Employee shall mean an Employee who is hired (i) to complete a special
project  of  limited duration, or (ii) to fill the vacancy of an Employee who is
on  a  leave  of  absence.

Section  1.52  -  Termination  of  Employment
                  ---------------------------
Termination  of  Employment  shall  mean  separation  from the employment of the
Company  for  any  reason,  including,  but  not  limited to, Retirement, death,
Disability,  resignation  or dismissal by the Company; provided, however, that a
transfer  of employment between Ralston Purina Company and an Affiliated Company
or  between  Affiliated  Companies  shall  not  be  deemed to be "Termination of
Employment."  Notwithstanding the foregoing, for purposes hereunder, an Employee
who  has  been  placed  on  inactive  status for a twelve (12) consecutive month
period  shall  be  treated  as  having  incurred  a  termination  of Employment;
provided,  however,  if  a  definite date has been established at which time the
Employee  is expected to return to Covered Service, then the person shall not be
deemed  to  have  incurred  a  "Termination of Employment".  With respect to any
leave  of  absence  or  any  period of service in the Armed Forces of the United
States  ("Armed  Forces"),  Article  III  shall  govern.

Section  1.53  -  Trustee
                  -------
Trustee  shall  mean  a  trustee  or trustees at any time acting as such under a
trust  agreement  or  agreements  established  for  purposes  of  this  Plan.

Section  1.54  -  Trust  Fund
                  -----------
Trust  Fund  shall mean the cash and other properties arising from contributions
made  in  accordance  with  the  provisions  of  this  Plan.

Section  1.55  -  Valuation  Date
                  ---------------
Valuation  Date  shall  mean  the  date reflecting the effective date on which a
transaction  was  implemented  at  the  Closing Price established for that date.

Section  1.56  -  Withdrawal  Valuation  Date
                  ---------------------------
Withdrawal  Valuation  Date  shall mean, with respect to a Member, the Valuation
Date  coinciding  with,  or immediately following, the date on which his request
for  a  withdrawal  under  the  Plan  is  effected  by  the  Plan Administrator.

                             ARTICLE II - Membership
Section  2.01  -  Eligibility
                  -----------
An  Employee  shall  be eligible for membership in the Plan on any Entry Date on
which  the  Employee  is  employed  in  Covered  Service.

Section  2.02  -  Membership  Application
                  -----------------------
An  Eligible  Employee  may  become  a Member on an Entry Date by completing and
submitting  to  the  Plan  Administrator  in a timely manner an application form
supplied  by the Plan Administrator on which he designates the percentage of his
Compensation  he  wishes  to  be contributed to this Plan by means of deductions
from his Compensation, he chooses one or more Investment Fund(s), and he names a
Beneficiary.  Participation  in  the  Plan by an Eligible Employee is voluntary.

Section  2.03  -  Rehired  Former  Employee
                  -------------------------
If  a  former Employee formerly eligible for membership under Section 2.01 above
is  rehired  after  a Severance from Service Date as defined in Section 3.05(d),
the  former  Employee  shall again be eligible to become a Member of the Plan on
the  date  of  his  re-employment  as  an  Eligible  Employee.

                              ARTICLE III - Service
Section  3.01  -  Absence  in  Military  Service
                  ------------------------------
If an Employee shall have been absent from the service of the Company because of
service  in  the Armed Forces of the United States and if he shall have returned
to  the  service  of  the  Company  within the period during which re-employment
rights  are  extended  by  law,  such  absence  shall  not  count as a period of
severance.  Any  period  of  such absence which is not otherwise included in his
Period  of  Service shall be so included.  Notwithstanding any provision of this
Plan  to  the contrary, contributions, benefits, and service credit with respect
to qualified military service will be provided in accordance with Section 414(a)
of  the  Internal  Revenue  Code.

Section  3.02  -  Approved  Leave  of  Absence
                  ----------------------------
A  period  during  which  an  Employee  is on a leave of absence approved by the
Company  not  otherwise  included  in  a  Period  of  Service shall, if the Plan
Administrator  so determines, be so included under rules established by the Plan
Administrator  uniformly  applicable  to  all  Employees  similarly  situated.

Section  3.03  -  Family  Medical  Leave
                  ----------------------
If  an  Employee is absent from the service of the 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  Period  of  Service.

Section  3.04  -  Period  of  Service
                  -------------------
The  Period  of  Service  of  an  Employee  means  the period of Covered Service
beginning  on  an  Employment Commencement Date of an Employee and ending on the
Severance from Service Date of the Employee that next follows such an Employment
Commencement  Date.  Nonconsecutive  Periods  of Service shall be aggregated and
three  hundred  sixty-five  (365)  days  of  service shall equal a whole year of
service.  If  an  Employee performs an Hour of Service within twelve (12) months
of a Severance from Service Date, the Employee's Period of Service shall include
the  time  which  elapsed between the date of such a Severance from Service Date
and  such  date  of  re-employment.

Additionally,  the  following Covered Service shall be included in an Employee's
Period  of  Service:

          (a)     service  with  Beech-Nut  Nutrition Corporation, a division of
Nestle,  Inc.,  for all employees of Beech-Nut Nutrition Corporation on November
2,  1989,  who  became  Employees  of  the  Company  on  November  3,  1989;

          (b)     service  with  Solka-Floc,  a division of James River Traders,
Inc.,  for  all  employees  of  Solka-Floc  on  September  29,  1991, who became
Employees  of  the  Company  on  September  30,  1991;

          (c)     service  with  Gates  Energy Products, Inc., for all employees
who  were employed by Gates Energy Products, Inc. on August 27, 1993, who became
Employees  of  Eveready  Battery  Company,  Inc.  on  August  28,  1993;

          (d)     service  with  Interstate Brands Corporation for all employees
who were employed by Interstate Brands Corporation on January 23, 1994, at their
Los  Angeles bakery location, who became Employees of Continental Baking Company
on  January  24,  1994;

          (e)     service with National Oats, a division of Curtice Burns, Inc.,
for all employees of National Oats on November 18, 1993, who became Employees of
the  Company  on  November  19,  1993.

          (f)     service with Breckenridge Ski Corporation for all employees of
Breckenridge  Ski  Corporation  on  May 2, 1993 who became Employees of Keystone
Management,  Inc.  on  May  3,  1993.

          (g)     service with Golden Cat Corporation for all employees who were
employed  by Golden Cat Corporation on April 6, 1995 who became Employees of the
Company  on  April  7,  1995  ("Golden  Cat  Member").

Section  3.05  -  Service  Definitions
                  --------------------

          (a)     "Employment  Commencement  Date"  shall  mean  the  date  the
Employee first performs an Hour of Service; provided that, if an Employee incurs
a Break in Service of at least one year, the Employment Commencement Date of the
Employee  shall  be  the  first  day  on  which the Employee performs an Hour of
Service  after  incurring  such  a  Break  in  Service.

          (b)     "Break in Service" means the period following a Severance from
Service  Date  extending  until the Employee again completes an Hour of Service.

          (c)     "Hour of Service" means an hour for which an Employee is paid,
or  entitled  to  payment,  for  the  performance  of  duties  for  the Company.

          (d)     "Severance  from  Service  Date"  means the earlier of (1) the
date  the  Employee  retires,  dies,  resigns or is discharged, or (2) the first
anniversary  of  the date on which the Employee begins a period of absence, with
or without pay, with the Company, subject, however, to the provisions of Section
1.52.

                           ARTICLE IV - Contributions
Section  4.01  -  Before-Tax  Matched  Contributions
                  ----------------------------------

          (a)     Subject to the provisions of subparagraphs (b) and (c) hereof:

               (i)  For  Plan Years commencing on or after January 1, 1999, each
Member,  other  than  an EPS Member, may elect to reduce his Compensation in any
amount  from  one  percent  (1%)  to  four  percent  (4%)  [in  one percent (1%)
increments]  of  his  Compensation  for  each  payroll  period  subject  to  the
provisions  set  forth  in Sections 4.01(b) and (c), 4.05, 4.09, and Article XX,
and  his  Employer  shall  remit  to  the  Plan on his behalf Before-Tax Matched
Contributions  equal  to the amount of the reduction in his Compensation as soon
as  practicable after the end of the payroll period.  Such contribution shall in
no  event  be  made  later than the time period specified in Department of Labor
Regulation  2510.3-102.

               (ii)  For  Plan Years commencing on or after January 1, 1989, but
ending  on  or  before December 31, 1998, each Member, other than an EPS Member,
may  elect to reduce his Compensation in any amount from two percent (2%) to six
percent  (6%)  [in  one  percent  (1%)  increments] of his Compensation for each
payroll  period subject to the provisions set forth in Sections 4.01(b) and (c),
4.05,  4.09,  and  Article  XX,  and his Employer shall remit to the Plan on his
behalf  Before-Tax Matched Contributions equal to the amount of the reduction in
his  Compensation  as  soon  as practicable after the end of the payroll period.
Such contribution shall in no event be made later than the time period specified
in Department of Labor Regulation 2510.3-102.  Notwithstanding the foregoing, an
Employee  of  the  Golden  Cat  business,  who  was an employee of such business
immediately  prior to its acquisition by the Company and who, as a result of the
acquisition,  became an Employee ("Golden Cat Member"), shall not be entitled to
elect  to  make Before-Tax Matched Contributions for the period commencing April
7,  1995  through  December  31,  1995.

          (b)     From the period commencing August 28, 1993 through October 31,
1999,  an  Employee  of the EPS business immediately prior to its acquisition by
the  Company,  and who, as a result of the acquisition, became an Employee ("EPS
Member"),  may  elect  to reduce his Compensation in any amount from one percent
(1%)  to three percent (3%) [in one percent (1%) increments] of his Compensation
for  each  payroll  period,  subject  to  the  provisions  set forth in Sections
4.01(c), 4.05, 4.09, and Article XX, and his Employer shall remit to the Plan on
his behalf Before-Tax Matched Contributions equal to the amount of the reduction
in  his Compensation as soon as practicable after the end of the payroll period.
Such contribution shall in no event be made later than the time period specified
in  Department  of  Labor  Regulation  2510.3-102.

          (c)     Notwithstanding the foregoing, the Employer shall not remit to
the  Plan  any  Before-Tax  Matched  Contributions  on  behalf of any Member who
receives  a  hardship  withdrawal  of his Before-Tax Contribution Account or his
Company  Matching  Contribution  Account  after February 28, 1995, in accordance
with  Section  13.02,  during the twelve-month period immediately following such
withdrawal.

Section  4.02  -  Company  Contributions
                  ----------------------

          (a)     (i)     Company  Matching  Contributions, Post-1998.  For Plan
                          -------------------------------------------
Years  commencing  on  or after January 1, 1999, the Company shall contribute to
the  Plan as of each payroll period an amount equal to twenty-five percent (25%)
of  the  aggregate  Before-Tax  Matched  Contributions  described  in  Section
4.01(a)(i), for such period.  Notwithstanding the foregoing, no Company Matching
Contributions  shall be made on behalf of any Member who has not completed a one
(1)-year  Period  of  Service.

               (ii)     Company  Matching  Contributions,  Pre-1999.  For  Plan
                        -------------------------------------------
Years  commencing  on  or after January 1, 1989 and ending on or before December
31,  1998,  the  Company  shall  from  time  to time, within a loan amortization
period,  contribute to the Plan such amounts which will, in the aggregate at the
end  of  such  loan  amortization  payment  period (as described in Section 6.04
herein),  equal  the  amount which, when combined with other amounts credited to
the  Loan  Payment Account and, at the EBAIC's direction, with dividends paid or
payable  with  respect  to  shares of ESOP Preferred Stock allocated to Member's
Accounts,  equal the dollar amount of the loan amortization payment which may be
required  pursuant  to  the  terms  of  any  outstanding  ESOP  Loan.

               (iii)     Company  "PAYSOP"  Account  Contributions.  The Company
                         -----------------------------------------
shall  also  contribute  to the Plan as of each December 31, commencing December
31,  1989  and ending December 31, 1993, an amount equal to twenty percent (20%)
of  the  aggregate  value  of the accounts transferred on March 1, 1989 from the
Purina  ESOP  for  Production Employees, and Purina ESOP for SAC Employees, (the
"PAYSOPs")  to  the SAC SIP and the Production SIP, of Members who are Employees
on  the  September  30  immediately  preceding  the  respective above-designated
contribution  date.  For  purposes  of  determining  the  amount  of the Company
contribution described hereunder, the value of the accounts transferred from the
PAYSOPs  shall  be  determined  as  of  December  31,  1988.

               (iv)     Golden Cat Company Profit Sharing Contribution.  For the
                        ----------------------------------------------
period  commencing  April  7, 1995 and ending December 31, 1995, the Company, in
its  sole  discretion, shall contribute to the Plan on behalf of each Golden Cat
Member  an  amount equal to 7.818% of the Member's Compensation for such period,
based on the Profits of Golden Cat for such period and subject to the provisions
of  Article  XX.

               (v)     Energizer Power Systems Company Basic Contributions.  The
                       ----------------------------------------------------
Company  shall contribute to the Plan each month on behalf of each EPS Member an
amount  equal to three percent (3%) of each Member's monthly Compensation.  Such
Company  Basic  Contributions  shall  be made from Profits, as determined in the
sole  discretion  of  the  Company.

               (vi)     Energizer  Power Systems Company Matching Contributions.
                        --------------------------------------------------------
The  Company shall contribute to the Plan on behalf of each EPS Member who makes
an  election  in accordance with Section 4.01(b), an amount out of Profits equal
to  one  hundred  percent (100%) of the Before-Tax Matched Contributions made on
behalf  of  each  EPS  Member,  subject  to the provisions of Article XX, if the
Profits  of  EPS  are  sufficient,  as  determined in the sole discretion of the
Company.

          (b)     (i)     Each  Employer  shall, for any Plan Year, contribute a
portion  of  the  total  Company  Matching  Contributions,  made  pursuant  to
subparagraphs  (a)(i)  and  (ii)  above,  equal  to  the  total Company Matching
Contributions  multiplied by a fraction, the numerator of which is the aggregate
Before-Tax Matched Contributions described in Section 4.01(a), allocated to each
Member,  for  periods  while  they  are  Employees  of  such  Employer,  and the
denominator  of  which  is  the total aggregate Before-Tax Matched Contributions
described  in  Section  4.01,  subject  to  the  provisions  of  Section  14.02.
Notwithstanding the foregoing, for purposes of this subparagraph, the Before-Tax
Matched Contributions of a Member who has not completed a one (1) year Period of
Service  shall  not  be  taken  into  account.

               (ii)     Each  Employer  shall,  for  each Plan Year ending on or
after  December  31,  1989,  but  no  later than December 31, 1998, contribute a
portion  of  the  total  Company  PAYSOP Account Contributions, made pursuant to
subsection  (a)(ii)  above,  equal  to  the  total  Company  PAYSOP  Account
Contributions  of  Members  who  are Employees of such Employers on September 30
immediately  preceding  the contribution date identified in subparagraph (a)(ii)
above.

               (iii)     The  Employer  of an EPS Member may, in its discretion,
for  any  Plan  Year,  contribute  a  portion  of  the  total  Company  Matching
Contributions,  made  pursuant to subparagraph (a)(vi) above, equal to the total
Company  Matching Contributions multiplied by a fraction, the numerator of which
is  the aggregate Before-Tax Matched Contributions described in Section 4.01(b),
allocated  to  each  EPS  Member,  for  periods while they are Employees of such
Employer, and the denominator of which is the total aggregate Before-Tax Matched
Contributions  described  in  Section 4.01(b) of all EPS Members, subject to the
provisions  of  Section  14.02  .

          (c)     In  satisfaction  of  its  obligation under subsection (a), an
Employer  may  pay  its  contribution in cash or, for Plan Years on or beginning
after  January 1, 1989, but ending on or before December 31, 1998, to the extent
provided  by  Section  6.04(b) may contribute shares of ESOP Preferred Stock, or
for  Plan  Years  beginning  after  December  31, 1998, may contribute shares of
Common  Stock.

          (d)     In  the  event  that  the Commissioner of Internal Revenue, on
timely  application made after the adoption of the Plan, as restated, determines
that  the  Plan and the implementing trust do not qualify for tax-exempt status,
or  refuses,  in writing, to issue a favorable determination with respect to the
Plan  and  such  trust,  the Employer contributions made on or after the date on
which  such  determination  or  refusal  is  applicable shall be returned to the
Employer  without  interest.  In  the event that an Employer contribution to the
Plan  is  made  by a mistake of fact or all or part of the Employer's deductions
under  Code  Section  404  for  con-tributions to the Plan are disallowed by the
Internal  Revenue Service, the portion of the contributions attributable to such
mistake  of  fact or to which such disallowance applies shall be returned to the
Employer  without  interest.

Any  such  return  shall  be  made  within  one  year  after  the making of such
contribution  by  mistake of fact or the denial of qualification or disallowance
of  deductions,  as  the  case  may  be.

Section  4.03  -  Before-Tax  Unmatched  Contributions
                  ------------------------------------

          (a)     For  Plan  Years  commencing  on  or  after January 1, 1999, a
Member, other than an EPS Member, who has elected the maximum Before-Tax Matched
Contribution  rate  of  four  percent  (4%)  may  elect  to  further  reduce his
Compensation  by  an  additional  one  percent (1%) to ten percent (10%) [in one
percent (1%) increments] of his Compensation for each payroll period, subject to
the  provisions  set  forth in Sections 4.03(c) and (d), 4.05, 4.09, and Article
XX,  and his Employer shall remit to the Plan on his behalf Before-Tax Unmatched
Contributions  equal  to the amount of the reduction in his Compensation as soon
as  practicable after the end of the payroll period.  Such contribution shall in
no  event  be  made  later than the time period specified in Department of Labor
Regulation  2510.3-102.

          (b)     For  Plan  Years  commencing  on  or after January 1, 1989 and
ending  on  or  before  December  31, 1998, a Member who has elected the maximum
Before-Tax  Matched  Contribution  rate of six percent (6%) may elect to further
reduce  his  Compensation  by an additional one percent (1%) to six percent (6%)
[in  one  percent  (1%) increments] of his Compensation for each payroll period,
subject to the provisions set forth in Sections 4.03(c) and (d), 4.05, 4.09, and
Article  XX,  and  his Employer shall remit to the Plan on his behalf Before-Tax
Unmatched Contributions equal to the amount of the reduction in his Compensation
as  soon  as practicable after the end of the payroll period.  Such contribution
shall  in  no  event  be  made later than ninety (90) days after the end of such
payroll  period.  Notwithstanding the foregoing, a Golden Cat Member, during the
period beginning April 7, 1995 and ending December 31, 1995, may elect to reduce
his  Compensation  by  one percent (1%) to thirteen percent (13%) in one percent
(1%)  increments  of  his  Compensation  for  each payroll period subject to the
provisions  set  forth  in Sections 4.03(d), 4.05, 4.09, and Article XX, and his
Employer  shall  remit  to  the  Plan  on  his  behalf  Before-Tax  Unmatched
Contributions  equal  to the amount of the reduction in his Compensation as soon
as  practicable after the end of the payroll period.  Such contribution shall in
no  event  be  made  later than the time period specified in Department of Labor
Regulation  2510.3-102.

          (c)     An  EPS  Member who has elected the maximum Before-Tax Matched
Contribution  rate  of  three  percent  (3%),  may  elect  to further reduce his
Compensation  by  an  additional  one  percent  (1%) to six percent (6%) [in one
percent (1%) increments] of his Compensation for each payroll period, subject to
the provisions set forth in Sections 4.03(d), 4.05, 4.09 and Article XX, and his
Employer  shall  remit  to  the  Plan  on  his  behalf  Before-Tax  Unmatched
Contributions  equal  to the amount of the reduction in his Compensation as soon
as  practicable after the end of the payroll period.  Such contribution shall in
no  event  be  made  later than the time period specified in Department of Labor
Regulation  2510.3-102.

          (d)     Notwithstanding the foregoing, the Employer shall not remit to
the  Plan  any  Before-Tax  Unmatched  Contributions on behalf of any Member who
receives  a  hardship  withdrawal  of his Before-Tax Contribution Account or his
Company  Matching  Contribution  Account  after February 28, 1995, in accordance
with  Section  13.02,  during the twelve-month period immediately following such
withdrawal.

Section  4.04  -  After-Tax  Supplemental  Contributions
                  --------------------------------------

          (a)     For  Plan  Years  beginning  on  or  after January 1, 1988 and
ending  on  or  before  December  31, 1998, a Member may elect to make After-Tax
Supplemental Contributions by authorizing payroll deductions of one percent (1%)
to  ten  percent  (10%) of his Compensation in one percent (1%) increments which
shall  be  paid to the Trustee as soon as practicable after the end of the month
in  which  the applicable payroll period ends, but in no event later than ninety
(90)  days after the end of such payroll period.  For Plan Years beginning on or
after  January  1,  1999,  a Member (other than an EPS Member) may elect to make
After-Tax  Supplemental  Contributions  by authorizing payroll deductions of one
percent  (1%) to Twenty-Three and Seventy-Five Hundredths Percent (23.75%).  For
Plan  Years beginning on or after January 1, 1999, an EPS Member may continue to
elect  to  make After-Tax Supplemental Contributions of from one percent (1%) to
ten  percent  (10%)  in  the  manner  set  forth  above.  A Member's election of
Supplemental  Contributions may be made in addition to any Before-Tax Matched or
Before-Tax Unmatched Contributions elected by the Member, or may be made in lieu
of such other contributions, subject to the provisions set forth in Section 4.06
and  Article  XX.  Notwithstanding  the  foregoing,  from  April 7, 1995 through
December  31,  1995,  a  Golden  Cat  Member may not elect to make any After-Tax
Supplemental  Contributions.

               The  Plan  Administrator  may  implement  rules  limiting  the
Supplemental  Contributions  which  may  be made on behalf of some or all Highly
Compensated  Employees  so  that  these  limits  are  satisfied.

          (b)     Notwithstanding  the foregoing, a Member may not elect to make
After-Tax  Supplemental Contributions during the twelve-month period immediately
following  the  distribution  of  any  hardship  withdrawal  of  his  Before-Tax
Contribution  Account  or  his  Company Matching Contribution Account made after
February  28,  1995,  in  accordance  with  Section  13.02.

Section  4.05  -  Deferral  Percentages
                  ---------------------

          (a)     The  actual  deferral  percentage  for  the Highly Compensated
Employees  shall  satisfy  at  least  one  of  the  following  tests:

                (i)     The  actual  deferral percentage for the eligible Highly
Compensated  Employees  for  the  Plan  Year does not exceed the actual deferral
percentage  for  the  eligible  Non-Highly Compensated Employees for the current
Plan  Year,  multiplied  by  1.25;  or

               (ii)     The  actual  deferral percentage for the eligible Highly
Compensated  Employees  for  the  Plan  Year does not exceed the actual deferral
percentage  for  the  eligible  Non-Highly Compensated Employees for the current
Plan  Year,  multiplied  by  2.0;  provided,  however,  that the actual deferral
percentage  for  the  eligible  Highly  Compensated Employees may not exceed the
actual  deferral percentage for the eligible Non-Highly Compensated Employees by
more  than  two  percentage  points.

          (b)     (i)     The  actual  deferral  percentage  with  respect  to
Before-Tax  Contributions  for  a  specified  group of Employees for a Plan Year
shall  be  the average of the ratios (calculated separately for each Employee in
such  group)  of:

                    (A)     The amount of Before-Tax Contributions actually paid
to  the  Plan  on  behalf  of  each  such  Employee  for  such  Plan  Year,  to

                    (B)     The  Employee's  compensation (within the meaning of
Code  Section  414(s))  for  such  Plan  Year.

               (ii)     The  actual  deferral  percentage  tests  described  in
paragraph (a) shall be computed separately for each controlled group [determined
in accordance with Code Sections 414(b), (c), (m), (n), and (o)] whose Employees
participate  in  the  Plan,  and  separately  (A)  with  respect  to  Before-Tax
Contributions  to  the  ESOP Preferred Stock Fund for Plan Years beginning on or
after  January  1,  1989 and ending on or before December 31, 1998, and (B) with
respect  to  Before-Tax  Contributions  to  the ESOP Common Stock Fund, for Plan
Years  beginning  on  or  after  January  1,  1999.

          (c)     In  making  the  deferral  percentage  calculations  set forth
above, the Plan Administrator, as permitted by law, may, but is not required to,
take  into account other contributions made by the Company on behalf of Eligible
Employees;  provided  that  such other contributions must be one hundred percent
(100%) vested and subject to the withdrawal restrictions applicable to qualified
non-elective  contributions  [as  defined  in  Code  Section  401(m)].

          (d)     If  the  actual  deferral  percentage  of  eligible  Highly
Compensated  Employees  exceeds the amounts allowed under Paragraphs (a) and (b)
above,  the  excess  Before-Tax  Contributions  (as  determined  below) shall be
distributed  to  the  Members as soon as practicable (but in no event later than
the  last  day  of  the next succeeding Plan Year).  Any such distribution shall
include  income and loss allocated to the excess in accordance with Reg. Section
1.401(k)  -  1(f)(4).

          (e)     The  amount  of  excess  Before-Tax  Contributions  to  be  so
distributed  to  a  Highly  Compensated  Employee  shall  equal:

                (i)     The  total  Before-Tax Contributions specified in clause
(A)  of  paragraph  (b)(i)  for  such  Employee,  less

               (ii)     The  reduced  deferral  dollar amount (determined below)
for  such  Employee  with  respect  to  Before-Tax  Contributions.

          (f)     The reduced deferral dollar amount for each Highly Compensated
Employee  shall  be  determined  by  first  reducing  the  Before-Tax  Unmatched
Contributions,  and  then the Before-Tax Matched Contributions, as necessary, of
the  Highly  Compensated Employee with the highest actual deferral dollar amount
of Before-Tax Contributions, to whichever deferral dollar amount is higher:  (i)
the deferral dollar amount which enables the highly compensated group to satisfy
one  of  the  tests of paragraph (a), or (ii) the deferral dollar amount that is
equal  to  that  of the Highly Compensated Employee with the next highest actual
deferral  dollar  amount.

          The above process shall be repeated until the highly compensated group
satisfies  one  of  the  tests  set  forth  in  paragraph  (a).

          (g)     The  Plan  Administrator  may  implement  rules  limiting  the
Before-Tax  Matched  and  Unmatched Contributions which may be made on behalf of
some  or all Highly Compensated Employees so that the tests set forth in Section
4.05  are  satisfied.

          (h)     For  purposes of determining the actual deferral percentage of
a  Member  who  is  either a five-percent (5%) owner or one of the ten (10) most
highly-paid  Highly Compensated Employees, the Contributions and Compensation of
such  Member  shall  include the Before-Tax Contributions of family members, for
Plan Years ending on or before December 31, 1996.  Family members of Members who
are  either  five-percent  (5%)  owners or one of the ten (10) most highly-paid,
deferral Highly Compensated Employees shall be disregarded as separate employees
in  determining  the  actual  contribution  percentages for both Members who are
Highly  Compensated  Employees  and  for  Members who are Non-Highly-Compensated
Employees.

Section  4.06  -  Contribution  Percentages
                  -------------------------

          (a)     The  actual contribution percentage for the Highly Compensated
Employees,  for  each  Plan Year, shall not exceed the greater of (i) the actual
contribution  percentage  for eligible Non-Highly Compensated Employees for such
Plan  Year  multiplied  by  1.25,  or (ii) the lesser of (A) two hundred percent
(200%)  of  the  actual  contribution  percentage  of  the  eligible  Non-Highly
Compensated  Employees  for  such  Plan  Year,  or  (B)  the actual contribution
percentage  of the eligible Non-Highly Compensated Employees for such Plan Year,
plus  two  (2)  percentage  points.

          (b)     The  actual  contribution  percentage for a specified group of
employees  shall  be  the  average of the ratios (calculated separately for each
Employee  in  such  group)  of:

                (i)     The  sum  of  the  following  which are actually paid on
behalf  of  such  Employee  for  such  Plan  Year,

(A)     Company  Matching  Contributions
(B)     After-Tax  Supplemental  Contributions,  and
(C)     Any  Qualified  Non-Elective  Contributions  [as  defined  in  Section
401(m)(4)(C)  of  the  Code],  to

               (ii)     The  Employee's compensation (within the meaning of Code
Section  414(s))  for  such  Plan  Year.

          (c)     The actual contribution percentage test described in paragraph
(a)  shall  be  computed  separately  (i)  with respect to Company Contributions
described  in Section 4.06(b)(i) to the ESOP Preferred Stock Fund for Plan Years
beginning on or after January 1, 1989 and ending on or before December 31, 1998,
and  (ii)  with respect to Company Contributions described in Section 4.06(b)(i)
to  the  ESOP  Common Stock Fund for Plan Years beginning on or after January 1,
1999.

          (d)     In  making  the contribution percentage calculations set forth
above, the Plan Administrator, as permitted by law, may, but is not required to,
take  into account other contributions made by the Company on behalf of Eligible
Employees.

          (e)     If  the  actual  contribution percentage of Highly Compensated
Employees  exceeds  the  amounts  allowed  under paragraph (a) above, the excess
contributions  (as determined below) shall be distributed to the Members as soon
as  practicable  (but in no event later than the last day of the next succeeding
Plan  Year).  Any  such  distribution shall include income and loss allocated to
the  excess  in  accordance  with  Reg.  Section  1.401(m)-1(e)(3).

          (f)     The  amount  of excess contributions to be so distributed to a
Highly  Compensated  Employee  shall  equal

                (i)     The  total  contributions  specified  in  clause  (i) of
Section  4.06(b),  less

               (ii)     The  reduced  contribution  dollar  amount  (determined
below)  for  such  employee.

          (g)     The  reduced  contribution  amount for each Highly Compensated
Employee  shall  be determined by reducing the actual contribution amount of the
Highly  Compensated  Employee with the highest actual contribution dollar amount
to  whichever  of  the  following  amounts  is  higher:

                (i)     The amount which enables the highly compensated group to
satisfy  one  of  the  tests  of  paragraph  (a);  or

               (ii)     The  amount  that  is  equal  to  that  of  the  Highly
Compensated  Employee  with  the  next  highest  actual  contribution  amount.

               The  above process shall be repeated until the highly compensated
group  satisfies  one  of  the  tests  set  forth  in  paragraph  (a).

          (h)     The  multiple  use of the alternative non-discrimination tests
set  forth  in  Section  4.05(a)(ii) and Section 4.06(a)(ii) shall be limited as
prescribed  by  law.  If  restrictions  on  such  multiple  use  apply, the Plan
Administrator  shall  designate  either  the  actual deferral percentages or the
actual  contribution  percentages of Highly Compensated Employees to be reduced,
and  shall  reduce  such  percentages  in  the manner described above, until the
multiple  use  limitations  are  no  longer  exceeded.

          (i)     The  Plan  Administrator  may  implement  rules  limiting  the
Supplemental  Contributions  which may be made by some or all Highly Compensated
Employees,  so  that  the  test  set  forth  in  Section  4.06(a)  is satisfied.

          (j)     For purposes of determining the actual contribution percentage
of  a Member who is either a five-percent (5%) owner or one of the ten (10) most
highly-paid,  Highly  Compensated Employees, the Company matching Contributions,
Supplemental Contributions, qualified non-elective contributions, other matching
contributions,  and  Compensation  of  such  Member  shall  include  the Company
Matching  Contributions,  Supplemental  Contributions,  qualified  non-elective
contributions,  other matching contributions, and Compensation of family members
for Plan Years ending on or before December 31, 1996.  Family members of Members
who are either five-percent (5%) owners or one of the ten (10) most highly-paid,
Highly  Compensated  Employees  shall  be  disregarded  as separate employees in
determining  the actual contribution percentages for both Members who are Highly
Compensated  Employees and for Members who are Non-Highly-Compensated Employees.

Section  4.07  -  Change  in  Before-Tax  Matched,  Before-Tax  Unmatched,  and
                  -------------------------------------------------------------
Supplemental  Contributions
---------------------------
Subject  to  the  provisions of Sections 4.01, 4.03, and 4.04, and not more than
once  in  any  one-month  period,  a Member may change the election permitted by
Sections 4.01, 4.03 and 4.04 by giving at least fifteen (15) days' prior written
notice  to  the  Plan  Administrator  or  such  shorter  period  as  the  Plan
Administrator  or its delegatee may approve.  Such changed election shall become
effective  no later than the first day of the first month commencing on or after
the  expiration  of  the  notice period.  In addition, where Before-Tax Matched,
Before-Tax  Unmatched, or Supplemental Contributions by payroll deduction are or
may  be  prohibited  by law, in the opinion of counsel to the Company, a Member,
upon  approval by the Plan Administrator, may make contributions directly to the
Trustee  for  each  payroll  period  by  a  method  satisfactory  to  the  Plan
Administrator  as  long as such deposits are timely made on the same schedule as
payroll  deductions.  The  Trustee  shall  not  accept  direct contributions not
timely  made  by  a  Member.

Section  4.08  -  Suspension  of  Before-Tax  Matched, Before-Tax Unmatched, and
                  --------------------------------------------------------------
Supplemental  Contributions
---------------------------

          (a)     A  Member  may  cause  the  suspension  of Before-Tax Matched,
Before-Tax  Unmatched,  and/or  Supplemental  Contributions on his behalf at any
time  by  giving  at  least  fifteen (15) days' prior written notice to the Plan
Administrator, or such shorter period as the Plan Administrator or its delegatee
may  approve,  in  advance  of  the date on which such a suspension shall become
effective.  The  suspension  shall become effective as soon as practicable after
notification  is  received.  During  such  period  of  suspension  of Before-Tax
Matched  Contributions  no  Company  Matching  Contributions on behalf of such a
Member  shall  be  made  by  the  Company.

          (b)     A  Member who has caused the suspension of Before-Tax Matched,
Before-Tax Unmatched, and/or Supplemental Contributions may have them resumed in
accordance with Sections 4.01, 4.03 and 4.04 by notifying the Plan Administrator
in  writing  at  least  fifteen  (15)  days  in  advance  of  the  date on which
contributions  are  resumed, or such shorter period as the Plan Administrator or
its  delegatee  may approve.  Contributions shall resume on the first day of the
first  month commencing immediately after the expiration of the fifteen (15) day
notice  period.

          (c)     A  Member for whom contributions under Sections 4.01, 4.03 and
4.04  have ceased because he is on an unpaid absence from service shall again be
eligible to have such contributions made on the date he returns to service as an
Eligible  Employee.  No  contributions  may  be made for a Member for any unpaid
period  of  absence  from  service including, but not limited to, absence due to
sickness,  leave  of  absence due to sickness, leave of absence under the Family
and  Medical Leave Act, or service in the Armed Forces, other than in compliance
with  Code  Section  414(u).

          (d)     A  Member for whom contributions under Sections 4.01, 4.03 and
4.04  have  ceased  because  he  has  ceased  to  be  an  Eligible Employee but,
nevertheless,  continues  to be an Employee shall again be eligible to have such
contributions  made  on  the  next Entry Date after he again becomes an Eligible
Employee  and  gives  written notice to the Plan Administrator on the prescribed
form.

Section  4.09  -  Limitation  of  Contributions
                  -----------------------------
The  sum  of  Before-Tax  Matched  Contributions  and  Before-Tax  Unmatched
Contributions  remitted  on behalf of any Member shall be limited to $10,000, or
such  other  dollar  amount as may be specified by the Secretary of the Treasury
pursuant  to Section 402(g) of the Code.  Contributions shall be further limited
as  described  in Article XX.  In accordance with Code Section 402(g)(2)(A)(ii),
any  excess  deferral shall be distributed to a Member by April 15 following the
close  of  the  Plan  Year  in  which  such  excess deferral occurred.  Any such
distribution  shall  include  income  and  loss  allocated  to  such  excess.

                             ARTICLE V - Trust Fund
Section  5.01  -  The  Trust  Agreement
                  ---------------------
The  Ralston  Purina  Company shall enter into one or more trust agreements (the
"Trust  Agreement")  which  shall  contain  such  provisions  as shall render it
impossible  for  any part of the corpus of the Trust Fund or income therefrom to
be  at  any time used for, or diverted to, purposes other than for the exclusive
benefit  of Members.  Any or all rights or benefits accruing to any person under
the  Plan  with  respect  to any Company contributions deposited under the Trust
Agreement  shall  be  subject to all the terms and provisions of the Trust which
shall  be  part  of  the  Plan.

Section  5.02  -  The  Trustee
                  ------------
The  Trustee  shall  be  appointed by the Board of Directors or its delegatee to
serve  at  its pleasure.  The Trust Fund may be held by the Trustee as part of a
master  or  collective  trust  comprised  of  assets  of various qualified plans
maintained  by  the  Company.

Section  5.03  -  Separate  Investment  Funds
                  ---------------------------
The Trustee will maintain as many separate Investment Funds, each with different
investment  objectives, as the EBAIC deems advisable.  Such Investment Funds may
be added or deleted as the EBAIC so determines in accordance with the provisions
of  Section  15.04.  The Investment Funds are described in Articles VI, VII, and
VIII.  Each  Investment  Fund  may  be  part  of a fund with the same investment
objectives  maintained  by  the Trustee for the benefit of participants in other
qualified  plans maintained by the Company, or may be a separate fund maintained
only  for  the  benefit of Members of this Plan.  Earnings or gains derived from
the  assets  of  any  Investment Fund will be invested in that Fund. Appropriate
Accounts  for each Member shall be established and maintained in each Investment
Fund  in  which  a  Member  has  an  interest.
Section  5.04  -  Temporary  Investment
                  ---------------------
Pending  permanent  investment of the assets of any Investment Fund, the Trustee
temporarily  may make short-term investments in obligations of the United States
Government,  commercial  paper,  an  interim  investment  fund for tax qualified
employee  benefit  plans established by the Trustee unless otherwise provided by
applicable  law,  or  other  investments  of  a  short-term  nature.

Section  5.05  -  Investment  Managers
                  --------------------
Ralston  Purina  Company  may, by action of the parties authorized under Article
XV,  enter into a written agreement with, or direct the Trustee to enter into an
agreement with, one or more investment managers to manage the investments of one
or  more  of  the Investment Funds.  Such investment managers may include one or
more  insurance  companies which enter into guaranteed investment contracts with
the  Trustee.  Ralston  Purina  Company  may, from time to time, remove any such
investment manager or any successor investment manager, or direct the Trustee to
do  so, and any such investment manager may resign.  Ralston Purina Company may,
upon  removal  or  resignation  of  an  investment  manager,  provide  for  the
appointment  of  a  successor  investment  manager.

                     ARTICLE VI - ESOP Preferred Stock Fund

The  following  Article  VI  is  effective  for Plan Years beginning on or after
January  1,  1989  and  ending  on  or  before  December  31,  1998.

Section  6.01  -  The  ESOP  Preferred  Stock  Fund
                  ---------------------------------
The  assets  of  the  Ralston Purina ESOP Preferred Stock Fund shall be invested
primarily  in  ESOP Preferred Stock during the period beginning February 1, 1989
and  ending  December 31, 1998.  Beginning February 1, 1989, and ending December
31,  1998, all Before-Tax Matched Contributions, Company Matching Contributions,
and  Company PAYSOP Account Contributions remitted to the Plan shall be invested
solely in the ESOP Preferred Stock Fund.  Notwithstanding the foregoing, (i) the
Before-Tax Matched Contributions and Company Contributions made on behalf of EPS
Members, and (ii) the Before-Tax Contributions and Company Contributions made on
behalf of a Golden Cat Member for the period commencing April 1, 1995 and ending
December  31,  1995,  shall  be invested in other Investment Funds in accordance
with  the  provisions  of  Article  VIII.

Section  6.02  -  ESOP  Loans
                  -----------

          (a)     The  Trustee  shall  enter  into one or more loan transactions
(individually  an  "ESOP  Loan") as directed by the EBAIC and upon such terms as
the  EBAIC  directs,  which  terms  shall  be  in conformity with the provisions
hereof.  Each  ESOP  Loan must be primarily for the benefit of Members and their
beneficiaries.  The  terms of each ESOP Loan must, at the time the loan is made,
be  at  least  as  favorable  to  the  Trust  as  the terms of a comparable loan
resulting from arm's length negotiations between independent parties.  Each ESOP
Loan  shall be for a specific term and shall bear a reasonable rate of interest.
An  ESOP  Loan  may  be secured by a pledge of the ESOP Preferred Stock acquired
with  the  proceeds  of  the ESOP Loan (or acquired with the proceeds of a prior
ESOP  Loan  which is being refinanced).  No other Trust assets may be pledged as
collateral  for  an  ESOP  Loan, and no lender shall have recourse against Trust
assets  other  than  (a)  collateral  given for the ESOP Loan, (b) contributions
(other  than  contributions  of ESOP Preferred Stock) made to meet the Company's
obligation under the ESOP Loan, and (c) earnings attributable to such collateral
and  the investment of such Contributions.  An ESOP Loan shall not be payable on
demand except in the event of default.  In the event of default of an ESOP Loan,
the  value  of  plan  assets  transferred  in satisfaction of the Loan shall not
exceed the amount of default.  If the lender is a disqualified person within the
meaning of Code Section 4975(e)(2), the ESOP Loan must provide for a transfer of
Trust  assets on default only upon and to the extent of the failure of the Trust
to  meet  the  payment  schedule of the ESOP Loan.  Payments of principal and/or
interest  on  any  ESOP  Loan  shall be made by the Trustee only from collateral
given  for  the  ESOP  Loan, Contributions that are made to meet the obligations
under  the  ESOP  Loan and from earnings attributable to such collateral and the
investment  of  such  contributions.

          (b)     The  ESOP  Loan proceeds shall be used by the Trustee within a
reasonable  time  after  receipt  to  acquire ESOP Preferred Stock or to repay a
prior  ESOP Loan.  With respect to any such acquisition of ESOP Preferred Stock,
the  EBAIC  shall take all appropriate and necessary measures to ensure that the
Trust  pays no more than "adequate consideration" [within the meaning of Section
3(18)  of  the  Employee  Retirement  Income  Security  Act  of 1974, as amended
(ERISA)]  for  such  securities.  All  ESOP  Preferred  Stock  acquired with the
proceeds  of  an  ESOP  Loan  shall  be  placed in an ESOP Loan Suspense Account
established  by the Trustee.  To the extent required for the purpose of pledging
such  ESOP  Preferred  Stock as collateral for the ESOP Loan, the shares held as
collateral  in  the ESOP Loan Suspense Account may be physically segregated from
other  Trust  assets.  Any  pledge  of ESOP Preferred Stock must provide for the
release  of  the  securities so pledged as payments on the ESOP Loan are made by
the  Trustee and for such securities to be transferred to the appropriate Member
Accounts  pursuant  to  Section  6.04  hereunder.

          (c)     Except  as  otherwise permitted in Code Section 409(h) or Code
Section  4975  and  regulations  promulgated thereunder, no ESOP Preferred Stock
acquired  with the proceeds of an ESOP Loan shall be subject to any put, call or
other  option,  or  any  buy-sell  or  similar  agreement while held by and when
distributed  from  the  Trust,  whether or not the Plan constitutes an "employee
stock  ownership  plan"  within  the  meaning of Code Section 4975(e)(7) at such
time,  and  whether  or  not  the  ESOP  Loan  has  been  repaid  at  such time.

          (d)     The  Trustee,  at  the direction of the EBAIC, may at any time
elect to require Ralston Purina Company to redeem shares of ESOP Preferred Stock
held  in  the  Trust  for cash or for shares of Common Stock, or to convert such
shares  of  ESOP  Preferred  Stock  into  shares  of  Common  Stock.

Section  6.03  -  ESOP  Loan  Payments
                  --------------------
ESOP  loan  amortization payments shall be made by the Trustee from amounts held
in  the  ESOP  Payment Account.  The ESOP Payment Account shall be credited with
(1)  Before-Tax  Matched,  Company  Matching  Contributions  and  Company PAYSOP
Account  Contributions  received by the Trust in accordance with Article IV; (2)
dividends  paid  with  respect to ESOP Preferred Stock held in the ESOP Suspense
Account;  (3)  as  directed  by  the EBAIC, dividends paid with respect to other
shares  of ESOP Preferred Stock; and (4) all other earnings of the ESOP Suspense
Account  and  the ESOP Payment Account.  Assets held in the ESOP Payment Account
may  be  temporarily  invested  in  obligations of the United States Government,
commercial  paper, an interim investment fund for the qualified employee benefit
plans established by the Trustee unless otherwise provided by applicable law, or
other  investments  of  a  temporary  nature.

Section  6.04  -  Release  of  ESOP  Preferred  Stock
                  -----------------------------------

          (a)     From time to time during the period beginning the day after an
ESOP  Loan  amortization  payment  becomes  due  and  extending  until  the next
following  loan amortization payment becomes due (the "loan amortization payment
period"),  a number of shares of the ESOP Preferred Stock shall be released from
the  ESOP Suspense Account and transferred to the ESOP Allocated Shares Account.
The total number of shares so released shall at least equal the number of shares
of  ESOP  Preferred Stock held in the ESOP Suspense Account with respect to such
ESOP  Loan  immediately  prior  to  the  release  multiplied by a fraction.  The
numerator  of the fraction shall be the amount of principal paid by the Trust on
the  ESOP  Loan  in  such  loan  amortization  payment.  The  denominator of the
fraction shall be the sum of the numerator plus the principal to be paid on such
ESOP Loan for all future amortization payments.  The shares that are transferred
to the ESOP Allocated Shares Fund pursuant to this Section shall be allocated to
the  appropriate  Member  Account in the manner specified paragraphs (b) and (c)
below.

          (b)     Shares  of  ESOP  Preferred  Stock  transferred  to  the  ESOP
Allocated  Shares  Account  shall  be allocated to the Accounts of Members on at
least  an  annual  basis.  The number of shares to be allocated to each Member's
Account  shall  be  determined  as  follows:

                 (i)     the  number of shares to be allocated to the Account of
each  Member  who  was  first  hired  by the Company on or before June 30, 1993,
("Grandfathered  Member") shall be determined by multiplying the total number of
shares  to  be allocated to the Accounts of Grandfathered Members by a fraction,
the  numerator  of  which  equals the amount of Before-Tax Matched Contributions
described  in  Section  4.01(a)(ii)  made on behalf of such Grandfathered Member
during  the  period of allocation, and the denominator of which equals the total
of all such Before-Tax Matched Contributions made on behalf of the Grandfathered
Members  for  the  period  of  allocation;  and

                (ii)     The  number of shares to be allocated to the Account of
each Member who is first hired on or after July 1, 1993, ("New Member") shall be
determined  by  multiplying  the  total  number of shares to be allocated to the
Accounts  of New Members by a fraction, the numerator of which equals the amount
of  Before-Tax  Matched  Contributions  described in Section 4.01(a)(ii), as the
case  may  be, made on behalf of such New Member during the period of allocation
multiplied  by  twenty percent (20%) for each whole year [not to exceed five (5)
whole  years]  included  in  the  New  Member's Period of Service, regardless of
whether  such  employment  occurs before or after participation in the Plan; and
the  denominator  of  which  equals  the  total  of  all  Before-Tax  Matched
Contributions  made  on  behalf of the New Members for the period of allocation.
Notwithstanding  the foregoing, the Before-Tax Matched Contributions of a Member
who  has  not completed a one (1) year Period of Service shall not be taken into
account  for  purposes  of  this  paragraph.

               (iii)     The  number  of  shares  to  be  allocated  pursuant to
subparagraph (b)(i) and (ii) shall not exceed two hundred percent (200%) of such
Member's  Before-Tax  Matched Contributions for the period of allocation divided
by  the  Minimum  Redemption  Value.

               (iv)     The  number  of shares to be allocated to the Account of
each  Member  who  is  entitled  to  a  Company PAYSOP Account Contribution (the
"PAYSOP  Member")  shall be determined by multiplying the total number of shares
to  be  allocated  to  the Accounts of the PAYSOP Members in accordance with the
provisions  of Section 4.02(b)(ii), by a fraction, the numerator of which equals
the  value  of  the PAYSOP Account of each PAYSOP Member, and the denominator of
which  equals  the  total  of  all  PAYSOP  Accounts  of  the  PAYSOP  Members.

               (v)     In  the event that, as of the end of any Plan Year shares
of  ESOP Preferred Stock are released from the ESOP Suspense Account pursuant to
paragraph  (a)  in  excess  of  the total number of shares allocated pursuant to
subparagraph  (b)(i),  (ii) and (iv), the excess shares shall be allocated among
those  Members  who  remain participants on the last day of the Plan Year in the
same  manner  as  set  forth  in  subparagraphs  (b)(i),  (ii)  and  (iv).

               (vi)     Notwithstanding  the  foregoing,  no  shares  of  ESOP
Preferred  Stock  shall be allocated to (A) the Accounts of EPS Members; (B) the
Accounts  of  Golden  Cat  Members  for  the period commencing April 1, 1995 and
ending  December  31, 1995; or (C) a Member who has not completed a one (1) year
Period  of  Service.

          (c)     In  the  event  that  the  Minimum  Redemption  Value  of ESOP
Preferred  Stock allocated to the Member's Accounts pursuant to paragraph (b)(i)
does  not  equal  or  exceed  two  hundred  percent (200%) of Before-Tax Matched
Contributions,  the Company shall make additional Company Matching Contributions
to the Plan to provide for release of additional shares of ESOP Preferred Stock,
or,  alternatively,  the  Company  may  contribute  additional  shares  of  ESOP
Preferred  Stock.

          (d)     Upon  conversion  or redemption of the ESOP Preferred Stock at
the  time  of  payment  in  full  of  the ESOP Notes, the shares of Common Stock
received,  or the shares of each class of Common Stock, as applicable, purchased
by  the  Trustee with the cash received from the Company, will be transferred to
new  or  existing  accounts  for  each  ESOP  Preferred  Stock  Fund participant
established  pursuant  to  the Common Stock Fund.  In the event of more than one
class  of  Common  Stock, the amount of shares of each such class of stock which
will  be  allocated  to such accounts in the event of a redemption will be based
upon  the  relative per share market price of each class of stock at the time of
redemption  Stock,  or  if  the Company redeems in cash and the Trustee acquires
shares  of  each  such  class  of  stock, will be based upon the relative market
capitalizations  of  the  classes  of  stock.

Section  6.05  -  ESOP  Preferred  Stock  Dividends
                  ---------------------------------

          (a)     ESOP  Preferred  Stock  Allocated  to  Member  Accounts.  Cash
                  -------------------------------------------------------
dividends  paid  with  respect  to  ESOP  Preferred Stock credited to a Member's
Accounts  may  be used to make ESOP Loan amortization payments on an outstanding
ESOP  Loan  or,  alternatively,  the EBAIC may in its sole discretion direct the
Trustee  to  pay  such  dividends  directly  to  the Members.  In the event that
dividends  are  used  to  make  ESOP  Loan amortization payments, there shall be
released  from  the  ESOP  Suspense  Account, or repurchased by the Trustee from
Members' Accounts in accordance with Section 6.06, in the sole discretion of the
EBAIC,  and  allocated  to Members' Accounts additional shares of ESOP Preferred
Stock.  The  aggregate  number  of  shares  so  released or repurchased shall be
determined  by  dividing  the  dollar value of the cash dividends by the Minimum
Redemption  Value of the ESOP Preferred Stock.  Shares released pursuant to this
section  shall  be  in  addition  to  shares  released pursuant to Section 6.04.

          (b)     Stock  in  ESOP  Suspense  Account.  Cash  dividends paid with
                  ----------------------------------
respect  to  ESOP Preferred Stock credited to the ESOP Suspense Account shall be
allocated  to  the  ESOP Payment Account and used to make ESOP Loan Amortization
Payments.

          (c)     Stock  Dividends.  Shares  of ESOP Preferred Stock received by
                  ----------------
the  Trustee  as  stock dividends or stock splits with respect to ESOP Preferred
Stock  allocated  to  any  Member's  Accounts shall be credited to such Member's
Accounts.  Shares  of  ESOP  Preferred  Stock  received  by the Trustee as stock
dividends or stock splits with respect to shares of ESOP Preferred Stock held in
the  ESOP  Suspense  Account  shall  be  credited  to the ESOP Suspense Account.

Section  6.06  -  Withdrawals  and  Distributions.
                  -------------------------------
In the event that a Member becomes entitled to a distribution, or withdrawal, or
loan  of  some  or all of amounts invested in the ESOP Preferred Stock Fund, the
Trustee  shall  cause  as  many  shares  of  his ESOP Preferred Stock as are the
subject of such distribution, loan, or withdrawal to be either redeemed for cash
or stock, as appropriate, or converted into shares of Common Stock in accordance
with  the  distribution  election  of  the  Member; provided, however, that if a
Member elects to take a distribution in cash, or if an annuity contract is to be
purchased,  and the market value of a share of Common Stock, determined pursuant
to  Section  9.01(a)  on  the Valuation Date preceding a distribution is greater
than  the  Minimum  Redemption  Value  of  a share of ESOP Preferred Stock, then
shares  of  ESOP  Preferred Stock shall first be converted into shares of Common
Stock  which will then be sold and the proceeds distributed to such Member.  Any
such  conversion or redemption shall be made effective as of the last day of the
calendar quarter in which the Member terminates, requests a withdrawal, or loan,
or  dies;  provided,  however,  that  in  the  case of any Member who requests a
deferral  of  his  distribution  pursuant  to  Article  XI,  such  conversion or
redemption  shall  be made effective as of the end of the Plan Year in which the
Member  terminates  his  service.

Section  6.07  -  Voting  and  Tendering
                  ----------------------
Each  Member  shall  have  the  right  and  shall be afforded the opportunity to
instruct  the  Trustee  how  to  vote  at  any meeting of Ralston Purina Company
shareholders  those  shares of ESOP Preferred Stock allocated or credited to his
Accounts  as  of  a  date  prior  to  such  meeting  as  established by the Plan
Administrator  for  administrative  purposes.  Instructions  by  Members  to the
Trustee  shall  be  in  such  form  and pursuant to such regulations as the Plan
Administrator may prescribe and any such instructions shall remain in the strict
confidence  of the Trustee.  If the Trustee does not timely receive instructions
from  a  Member regarding his shares, the Trustee shall be required to vote such
shares  in  the same proportion as were voted those shares for which the Trustee
received  Member  instruction.  ESOP  Preferred  Stock  remaining  in  the  ESOP
Suspense  Account shall be voted in the same proportion as were voted shares for
which  the  Trustee  received  Member  instruction.

Each  Member  shall  have the right to instruct the Trustee in writing as to the
manner in which to respond to a tender or exchange offer (other than a tender or
exchange  offer  made  by  Ralston Purina Company) for any or all shares of ESOP
Preferred  Stock  credited  to  such Member's Accounts as of a date prior to the
expiration  of  the  offer,  as  established  by  the  Plan  Administrator  for
administrative  purposes.  The  Trustee shall notify each Member and utilize its
best  efforts  to  timely  distribute  or  cause  to  be distributed to him such
information  as will be distributed to shareholders of the Company in connection
with  any  such  tender  or  exchange  offer.  Upon  its  timely receipt of such
instructions, the Trustee shall tender or exchange such shares of ESOP Preferred
Stock  as  and to the extent so instructed.  The failure of a Member to instruct
the Trustee to tender or exchange shares of ESOP Preferred Stock credited to his
account  shall  be  deemed  to  be an instruction not to tender or exchange such
shares of stock.  Accordingly, if the Trustee does not receive instructions from
a  Member  regarding any such tender or exchange offer for ESOP Preferred Stock,
the  Trustee shall not tender such shares. Shares not allocated or credited to a
Member's  Account  as of the date and ESOP Preferred Stock remaining in the ESOP
Suspense  Account shall be tendered or exchanged or not tendered or exchanged in
the  same  proportion as were tendered or exchanged or not tendered or exchanged
Shares  for which the Trustee received Member instructions.  Notwithstanding the
foregoing,  the  rights  of  Members  and duties of the Trustee set forth herein
shall  not  apply  in  the event of a tender offer by the Company for any or all
shares of ESOP Preferred Stock credited to such Members' Accounts; nor shall the
Trustee  tender  or  exchange  any  ESOP  Preferred  Stock.

Section  6.08  -  Diversification  Elections
                  --------------------------

          (a)     A  Member  who  has attained age fifty-five (55) and completed
ten  (10)  years of participation in the Plan may, within ninety (90) days after
the  close  of  each  Plan  Year  in the "qualified election period", as defined
below,  direct  the  Trustee  to  diversify  as soon as the Trustee, in its sole
discretion,  deems  it  prudent  and  practicable, the investment of twenty-five
percent  (25%)  of  his Accounts in the ESOP Preferred Stock Fund (to the extent
such portion exceeds the amount to which a prior election applies).  In the case
of the last year in which such an election applies, fifty percent (50%) shall be
substituted for twenty-five percent (25%).  The maximum percentage of a Member's
Account  that  is  subject  to  diversification  is applied to the value of such
Member's Account as of the last day of the preceding Plan Year.  For purposes of
this  Section,  the  qualified election period means a period of five Plan Years
commencing  with  the Plan Year following the Plan Year in which the Participant
has  both  attained  age  fifty-five  (55)  and  completed  ten  (10)  years  of
participation  in the Plan.  Additional Investment Funds shall be established in
accordance  with  Article V to the extent required under the provisions of ERISA
or  the  Code.

          (b)     Notwithstanding  the  foregoing,  effective  August 22,1996, a
Member  who  has  attained  age  fifty-five (55) and completed ten (10) years of
participation  in  the Plan (and any predecessor plan thereof), may, at any time
and  from  time  to  time  following the close of the Plan Year during which the
Member has satisfied these requirements, elect to diversify the investment of up
to  an aggregate of fifty percent (50%) of the shares of ESOP Preferred Stock in
his  ESOP  Preferred  Stock Fund Account (to the extent such portion exceeds the
amount  to which a prior election applies), as determined on the last day of the
Plan  Year immediately preceding the Plan Year during which the election occurs,
by  electing  to  invest  such  portion  of  his Account in the Investment Funds
authorized by the EBAIC and maintained by the Trustee in accordance with Section
8.01  hereof.  For purposes of this paragraph (c), any reduction in the Member's
Account  in  the  ESOP  Preferred Stock Fund after the close of such immediately
preceding  Plan  Year  which  is  attributable  to  (i) a hardship withdrawal as
described  in  Section  13.02  hereof,  or  (ii) a Member's loan as described in
Section  17.01  hereof,  shall be treated as subject to the Member's election to
diversify for purposes of applying the fifty percent (50%) limit.  (Restrictions
on  such  loans  and  hardship withdrawals, however, shall be governed solely by
Article  XVII  and  Article  XIII,  respectively.)

                      ARTICLE VII - ESOP Common Stock Fund

The  following  Article  VII  is  effective for Plan Years beginning on or after
January  1,  1999.

Section  7.01  -  The  ESOP  Common  Stock  Fund
                  ------------------------------

          (a)     As  of  January  1,  1999,  all shares of ESOP Preferred Stock
shall  be  converted  into  shares  of  Common  Stock  in  accordance  with  the
Certificate  of Designation of ESOP Preferred Stock, as amended, and held in the
Ralston  Purina  ESOP  Common Stock Fund.  Effective April 22, 1999, the Ralston
Purina  Common  Stock  Fund,  as  described in Section 8.01, and the ESOP Common
Stock  Fund  will  be  merged  and recharacterized as one ESOP Fund, and will be
designated as the Ralston ESOP Common Stock Fund.  The assets of the ESOP Common
Stock  Fund  shall be invested primarily in Ralston Purina Company Common Stock.
Such  Common  Stock  shall  be  purchased  by  the Trustee regularly on the open
market,  or  in  privately negotiated transactions, including purchases directly
from  Ralston  Purina  Company  or  any Affiliated Company, in accordance with a
nondiscretionary  purchase  program, as the Trustee shall determine to be in the
best  interest  of  the  Fund.  The Trustee may invest assets of the ESOP Common
Stock Fund temporarily as provided in Section 5.04, pending permanent investment
in  Common  Stock.  All shares of Common Stock held in the Fund shall be held in
the  name  of  the  Trustee  or  its  nominee  renamed.  All  Company  Matching
Contributions remitted to the Plan on or after January 1, 1999 shall be invested
solely  in  the  ESOP  Common  Stock  Fund, subject to the provisions of Section
8.02(b).

          (b)     It  is  intended that the ESOP Common Stock Fund constitute an
"employee  stock ownership plan" within the meaning of Code Section 4975(e)(7) .

          (c)     Shares of ESOP Common Stock shall be allocated to the Accounts
of  Members  as  soon  as  practicable.  Subject  to  the  provisions of Section
4.02(a)(i),  the  number  of  shares  of ESOP Common Stock acquired with Company
Matching  Contributions made on or after January 1, 1999 to be allocated to each
Member's  Account  shall be determined by multiplying the total number of shares
to  be  allocated  to  Members'  Accounts  by a fraction, the numerator of which
equals  the  amount  of  Before-Tax Matched Contributions made on behalf of such
Member  during the period of allocation, and the denominator of which equals the
total  of all Before-Tax Matched Contributions made on behalf of the Members for
the  period  of allocation.  Notwithstanding the foregoing, for purposes of this
subparagraph  (c),  the  Before-Tax  Matched Contributions made on behalf of (i)
Members  who  have  not completed a one (1)-year Period of Service, and (ii) EPS
Members  shall not be taken into account, and such Members shall not be entitled
to  an  allocation  of  shares  of  ESOP  Common  Stock.

Section  7.02  -  ESOP  Common  Stock  Dividends
                  ------------------------------

(a)     ESOP  Common  Stock  Allocated  to Member Accounts.
        --------------------------------------------------  Cash dividends paid
with  respect  to  ESOP Common Stock credited to a Member's Accounts may, at the
direction of the Company in its sole discretion, be paid by the Trustee directly
to  the  Members.

(b)     Stock Dividends.
        ---------------  Shares of ESOP Common Stock received by the Trustee as
     stock dividends or stock splits with respect to ESOP Common Stock allocated
to any Member's Accounts shall be credited to such Member's Accounts.  Shares of
an  Affiliated Company received by the Trustee in a transaction qualifying under
Section  355  of  the  Code  with  respect to ESOP Common Stock allocated to any
Member's  Accounts  shall  be  credited  to  such  Member's  Accounts.

Section  7.03  -  Withdrawals  and  Distributions
                  -------------------------------
In  the event a Member becomes entitled to a distribution or withdrawal, or loan
of  some  or  all of amounts invested in the ESOP Common Stock Fund, the Trustee
shall cause as many shares of such Member's ESOP Common Stock as are the subject
of  such  distribution,  loan,  or  withdrawal to be sold in the open market, or
redeemed  or  repurchased  for  cash  or,  in  the  case  of  a  distribution or
withdrawal, distributed in kind, in accordance with the distribution election of
the  Member.

Section  7.04  -  Voting  and  Tendering
                  ----------------------
Each  Member  shall  have  the  right  and  shall be afforded the opportunity to
instruct  the  Trustee  how  to  vote  at  any meeting of Ralston Purina Company
shareholders,  those  shares  of  ESOP Common Stock allocated or credited to his
Accounts  as  of  a  date  prior  to  such  meeting  as  established by the Plan
Administrator  for  administrative  purposes.  Instructions  by  Members  to the
Trustee  shall  be  in  such  form  and pursuant to such regulations as the Plan
Administrator may prescribe and any such instructions shall remain in the strict
confidence  of the Trustee.  If the Trustee does not timely receive instructions
from  a  Member regarding his shares, the Trustee shall be required to vote such
shares  in  the same proportion as were voted those shares for which the Trustee
received  Member  instruction.

Each  Member  shall  have the right to instruct the Trustee in writing as to the
manner in which to respond to a tender or exchange offer (other than a tender or
exchange  offer  made by the Company) for any or all shares of ESOP Common Stock
credited  to  such Member's Accounts as of a date prior to the expiration of the
offer,  as  established  by  the Plan Administrator for administrative purposes.
The  Trustee  shall  notify  each  Member and utilize its best efforts to timely
distribute  or  cause  to  be  distributed  to  him  such information as will be
distributed to shareholders of the Company in connection with any such tender or
exchange offer.  Upon its timely receipt of such instructions, the Trustee shall
tender  or  exchange  such  shares  of ESOP Common Stock as and to the extent so
instructed.  The failure of a Member to timely instruct the Trustee to tender or
exchange  shares of ESOP Common Stock credited to his account shall be deemed to
be  an instruction not to tender or exchange such shares of stock.  Accordingly,
if  the  Trustee  does not receive instructions from a Member regarding any such
tender  or  exchange  offer  for ESOP Common Stock, the Trustee shall not tender
such  shares. Notwithstanding the foregoing, the rights of Members and duties of
the  Trustee  set forth herein shall not apply in the event of a tender offer by
the Company for any or all shares of ESOP Common Stock credited to such Members'
Accounts;  nor  shall  the  Trustee  tender  or  exchange any ESOP Common Stock.

Section  7.05  -  Diversification  Elections
                  --------------------------
          (a)     Effective January 1, 1999 through April 21, 1999, a Member may
elect  to  diversify  by  giving  notice  to the Plan Administrator to have that
portion  of  his Account in the ESOP Common Stock Fund derived from the Member's
Before-Tax Contributions and earnings thereon, determined as of January 1, 1999,
transferred  to  any  other  investment  fund,  in accordance with Section 8.02.

          (b)     Effective  April 22, 1999, a Member may elect to diversify, by
giving  notice  to  the  Plan  Administrator,  to have up to one hundred percent
(100%)  of the value of his Account in the ESOP Common Stock Fund transferred to
any  other  investment  fund,  in  accordance  with  Section  8.02.

                      ARTICLE VIII - Other Investment Funds
Section  8.01  -  Other  Investment  Funds
                  ------------------------
Other  Investment  Funds,  as  authorized  by  the  EBAIC  and maintained by the
Trustee,  from  time  to  time  may  include  the  following:

          (a)     The  Ralston  Purina  Common  Stock  Fund.  Subject  to
                  -----------------------------------------
subparagraphs  8.01(b)  and  (c),  the assets of the Ralston Purina Common Stock
Fund  shall  be invested primarily in Ralston Purina Company Stock.  Such Common
Stock  shall  be  purchased  by  the Trustee regularly on the open market, or in
privately  negotiated  transactions,  including  purchases directly from Ralston
Purina  Company or any Affiliated Company, in accordance with a nondiscretionary
purchase  program,  as the Trustee shall determine to be in the best interest of
the Fund.  The Trustee may invest assets of the Common Stock Fund temporarily as
provided  in  Section  5.04,  pending permanent investment in Common Stock.  All
shares of Common Stock held in the Fund shall be held in the name of the Trustee
or  its  nominee  renamed.




          (b)     The CBG Stock Fund.  The assets of the CBG Stock Fund shall be
                  ------------------
invested  primarily  in  CBG  Stock.  Such  CBG  Stock shall be purchased by the
Trustee  regularly  on the open market, or in privately negotiated transactions,
including  purchases  directly  from  Ralston  Purina  Company or any Affiliated
Company,  in accordance with a nondiscretionary purchase program, as the Trustee
shall  determine to be in the best interest of the Fund.  The Trustee may invest
assets  of  the  CBG Stock Fund temporarily as provided in Section 5.04, pending
permanent  investment  in  CBG  Stock.  All shares of CBG Stock held in the Fund
shall  be held in the name of the Trustee or its nominee.  This Fund shall be in
existence  during  the  period commencing July 30, 1993 and ending May 15, 1995.

          (c)     The RPG Stock Fund.  The assets of the RPG Stock Fund shall be
                  ------------------
invested  primarily  in  RPG  Stock.  Such  RPG  Stock shall be purchased by the
Trustee  regularly  on the open market, or in privately negotiated transactions,
including  purchases  directly  from  Ralston  Purina  Company or any Affiliated
Company,  in accordance with a nondiscretionary purchase program, as the Trustee
shall determine to be inn the best interest of the Fund.  The Trustee may invest
assets  of  the  RPG Stock Fund temporarily as provided in Section 5.05, pending
permanent  investment  in  RPG  Stock.  All shares of RPG Stock held in the Fund
shall  be  held  in  the  name of the Trustee or its nominee renamed.  This Fund
shall  be  in  existence  during  the period commencing July 30, 1993 and ending
February  1,  1996.

          (d)     U.S.  Government Money Market Fund.  The objective of the Fund
                  ----------------------------------
is  to seek the maximum current income consistent with preservation of principal
and  liquidity.  The  Fund invests in short-term securities issued by the United
States  Government,  its  agencies  and  instrumentalities,  and  in  repurchase
agreements  collateralized by such securities.  A portion of the U.S. Government
securities held by the Federal Portfolio may not be backed by the full faith and
credit  of  the  U.S.  Government.

          (e)     Fixed  Income Fund.  The objective of the Fund is to provide a
                  ------------------
stable principal amount, but a higher yield than can be earned in a money market
fund.  Assets are primarily invested in contracts with insurance companies which
provide  for  repayment  by  the issuing company of principal with interest at a
fixed  rate,  or  fixed  minimum  rate, for a specified period and in short-term
corporate  and  government  bonds.  The  yield  on  the  Fund  is a blended rate
reflecting  the  interest  rates  on  all  investments  in  the  Fund.
                                                                     -

          (f)     Balanced  Funds.  The  objective of these Funds is to follow a
                  ---------------
diversified  and  balanced program of investing in bonds and common stock.  Each
Fund invests its net assets in different combinations of stocks, bonds, and cash
reserves,  reflecting  varying  degrees of potential risk and reward.  The Funds
are  designed  to provide conservation of principal, a reasonable income return,
and  potential  growth  of  capital.

          (g)     Equity Index Fund.  A growth and income fund, the Fund invests
                  -----------------
in  all  of  the  stock  included  in  the  Standard & Poor's (S&P) 500 Index in
approximately the same proportions as they are represented in the S&P 500 Index.
The  Fund  is  designed  to  provide  investment  results that correspond to the
performance  of  the  Standard  &  Poor's  500  Composite  Stock  Price  Index.

          (h)     Growth  and  Income  Fund.  This Fund invests in common stocks
                  -------------------------
that  have  a history of paying dividends.  The Fund selects common stocks that,
in  the  opinion  of the investment manager, are undervalued in the marketplace.
The  Fund  seeks  long-term  capital  growth  and a reasonable level of dividend
income.

          (i)     Aggressive  Growth Fund.  The Fund primarily invests in common
                  -----------------------
stocks of smaller companies with favorable prospects for growth in market value.
The  Fund  seeks  long-term  growth  of  capital.

          (j)     International Growth Fund.  This Fund invests in a diversified
                  -------------------------
portfolio  of  international stocks, or stocks of companies based outside of the
United  States.  The Portfolio seeks to provide long-term growth of capital. The
Portfolio  provides  little,  if  any,  dividend  income.

          (k)     The  Ralcorp Stock Fund.  The assets of the Ralcorp Stock Fund
                  -----------------------
shall be invested solely in the common stock of Ralcorp Holdings, Inc. ("Ralcorp
Stock"),  credited  to a Member's Account upon the spin-off of Ralcorp Holdings,
Inc.  by  the  Company effective April 1, 1994, which resulted in all holders of
RPG Stock receiving one (1) share of Ralcorp Stock for every three (3) shares of
RPG  Stock.  Except  for  the  reinvestment  of dividends, the Trustee shall not
purchase  any  additional  shares  of  Ralcorp  Stock  for crediting to Members'
Accounts.  All  shares  of  Ralcorp  Stock held in the Fund shall be held in the
name  of  the Trustee or its nominee.  Any assets remaining in the Ralcorp Stock
Fund  on  March  31,  1995 shall be invested in the U.S. Government Money Market
Fund.

          (l)     The Agribrands Stock Fund.  The assets of the Agribrands Stock
                  -------------------------
Fund  shall  be invested solely in the common stock of Agribrands Holdings, Inc.
("Agribrands  Stock"),  credited  to  a  Member's  Account  upon the spin-off of
Agribrands  Holding, Inc. by the Company effective April 1, 1998, which resulted
in  all  holders of Common Stock receiving one (1) share of Agribrands Stock for
every  ten  (10)  shares  of  Common  Stock.  Except  for  the  reinvestment  of
dividends,  the  Trustee  shall not purchase any additional shares of Agribrands
Stock  for  crediting to Members' Accounts.  All shares of Agribrands Stock held
in the Fund shall be held in the name of the Trustee or its nominee.  Any assets
remaining  in  the  Agribrands Stock Fund on March 31, 1999 shall be invested in
the  U.S.  Government  Money  Market  Fund.

          (m)     The  Energizer  Stock Fund.  The assets of the Energizer Stock
                  --------------------------
Fund  shall  be  invested solely in the common stock of Energizer Holdings, Inc.
("Energizer  Stock"),  credited  to  a  Member's  Account  upon  the spin-off of
EnergizerHoldings,  Inc.  by the Company effective April 1, 2000, which resulted
in  all  holders  of  Common Stock receiving one (1) share of EnergizerStock for
every  three  (3)  shares  of  Common  Stock.  Except  for  the  reinvestment of
dividends,  the  Trustee  shall  not  purchase  any  additional  shares  of
EnergizerStock  for  crediting  to  Members'  Accounts.  All shares of Energizer
Stock  held in the Fund shall be held in the name of the Trustee or its nominee.

Section  8.02  -  Investment  of  Contributions
                  -----------------------------

          (a)     Election.  Subject  to  the  provisions  of  Sections 6.01 and
                  --------
7.01,  all  (i)  Before-Tax  Unmatched  Contributions,  (ii)  Supplemental
Contributions,  (iii)  Rollover  Contributions,  (iv)  Before-Tax  Matched
Contributions remitted to the Plan before February 1, 1989 or after December 31,
1998,  (v) Before-Tax and Company Contributions made on behalf of an EPS Member,
and  (vi)  Before-Tax  and  Company Contributions made on behalf of a Golden Cat
Member  during  the  period  April  1,  1995  through December 31, 1995, will be
invested  at  the election of the Member in multiples of one percent (1%) in the
Investment  Funds  authorized  by  the  EBAIC  and  maintained by the Trustee in
accordance  with Section 8.01, other than the Ralcorp Stock Fund, the Agribrands
Stock Fund, and the Energizer Stock Fund.  Contributions for which a Member does
not  make a valid election shall be invested in the U.S. Government Money Market
Fund.  Amounts  in  the  Common  Stock  Fund  attributable  to  Company Matching
Contributions  made after January 1, 1988 and before February 1, 1989, including
the  earnings  thereon,  can,  prior  to  March 1, 1995, be invested only in the
Common  Stock  Fund,  or  transferred  between  such  Funds.

               Investment  directions  of  each new Member shall be delivered in
writing  to  the  Plan  Administrator  or its delegatee.  Except with respect to
contributions  invested  solely  in  the ESOP Preferred Stock Fund in accordance
with Section 6.01, a Member may change his direction governing the investment of
future  contributions to be credited to his respective Accounts at any time upon
providing the appropriate notice to the Plan Administrator or its delegatee.  An
investment  direction  once  given  shall be deemed to be a continuing direction
until  explicitly  changed  by  the Member by a subsequent direction to the Plan
Administrator  or  its  delegatee  in accordance with appropriate procedures set
forth  by  the  Plan  Administrator  or  its  delegatee.

          (b)     Transfer of Investments.  Except with respect to Contributions
                  -----------------------
invested  solely  in  the  ESOP  Preferred Stock Fund in accordance with Section
6.01, or the ESOP Common Stock Fund in accordance with Section 7.05(a), a Member
may  elect,  at any time, to have all or any multiple of one percent (1%) of the
value of his Account as of any future Valuation Date or any dollar amount of his
Account transferred to any separate Investment Fund maintained by the Trustee in
accordance  with  Section  8.01,  other  than  the  ESOP Preferred Stock Fund in
accordance  with  Section  6.01,  or the Ralcorp, Agribrands, or Energizer Stock
Funds.

          (c)     Notwithstanding  anything in this Section to the contrary, any
contributions invested in an investment contract shall be subject to any and all
terms  of  such  contract  regarding  the transfer of assets from such contract.

Section  8.03  -  Member  Responsibility  For  Selection  of  Funds
                  -------------------------------------------------
Each  Member  is  solely  responsible for the selection of his Investment Funds.
Neither the Trustee, the Plan Administrator, the Company nor any of the officers
or  supervisors of the Company are empowered to advise a Member as to the manner
in  which his Accounts shall be invested.  The fact that a security is available
to  members  for  investment  under  the  Plan  shall  not  be  construed  as  a
recommendation  for  the purchase of that security, nor shall the designation of
any Investment Fund impose any liability on the Company, its directors, officers
or  employees,  the  Trustee,  or  the  Plan  Administrator.

When  an  investment  election  regarding  the  Fund  is  required to be made by
Members,  such  Member  shall  be informed as to the manner in which their funds
will  be  invested  if  they  fail  to  make an affirmative election in a timely
manner.  In such event, those Members who fail to communicate an election to the
Plan  Administrator  or  its  delegatee  shall  be  deemed  to  have elected the
specified  investment and the Company, its directors, officers or employees, the
Trustee,  the EBAIC, and any other plan fiduciary shall be deemed to be relieved
of  fiduciary  responsibility  for  the  investment  of  such  funds.

Section  8.04  -  Voting  and  Tendering  -  Ralston  Common  Stock
                  -------------------------------------------------

          (a)     Each  Member  shall  have  the right and shall be afforded the
opportunity to instruct the Trustee how to vote at any meeting of Ralston Purina
Company  shareholders  those  shares  of Common Stock held in the Ralston Common
Stock  Fund  through  April  21,  1999, or the ESOP Common Stock Fund, which are
allocated  to  his Accounts as of a date prior to such meeting as established by
the  Plan Administrator for administrative purposes.  Instructions by Members to
the  Trustee  shall be in such form and pursuant to such regulations as the Plan
Administrator may prescribe and any such instructions shall remain in the strict
confidence  of the Trustee.  If the Trustee does not receive timely instructions
from  a Member regarding the voting of his shares, the Trustee shall be required
to  vote such shares in the same proportion as were voted those shares for which
the  Trustee  received  Members'  instructions.

          (b)     Each  Member  (or  in the event of his death, his Beneficiary)
shall  have  the  right  to  instruct the Trustee in writing as to the manner in
which  to  respond to a tender or exchange offer for any or all shares of Common
Stock  credited to such Member's Account as of a date prior to the expiration of
the  offer as established by the Plan Administrator for administrative purposes.
The  Trustee  shall  notify  each  Member  (or Beneficiary) and utilize its best
efforts  to timely distribute or cause to be distributed to him such information
as  will  be  distributed  to shareholders of the Company in connection with any
such  tender  or  exchange offer.  Upon its timely receipt of such instructions,
the  Trustee  shall tender or exchange such shares of Common Stock as and to the
extent so instructed.  The failure of a Member to timely instruct the Trustee to
tender  or  exchange  shares  of  Common  Stock credited to his Account shall be
deemed  to  be  an  instruction  not to tender or exchange such shares of Stock.
Accordingly,  if  the  Trustee  does  not receive instructions from a Member (or
Beneficiary)  regarding  any such tender or exchange offer for Common Stock, the
Trustee shall not tender or exchange such stock.  Notwithstanding the foregoing,
the  rights  of each Member and duties of the Trustee set forth herein shall not
apply  in  the  event  of a tender offer by the Company for any or all shares of
Common  Stock  credited to such Member's Account under the Trust Fund; nor shall
the  Trustee  tender  or  exchange  any  Common  Stock.

Section  8.05  -  Voting  and  Tendering  -  Other  Stock  Funds
                  ----------------------------------------------

          (a)     Each  Member  shall  have  the right and shall be afforded the
opportunity  to  instruct  the Trustee how to vote those shares of Ralcorp Stock
from  April  1, 1994 through March 31, 1995, Agribrands Stock from April 1, 1998
through  March  31,  1999,  or  Energizer  Stock  beginning  April  1,  2000, as
applicable,  held  in  the  respective  Ralcorp,  Agribrands, or Energizer Stock
Funds,  which  are allocated to his Accounts, as of a date prior to a meeting of
shareholders of Ralcorp, Agribrands, or Energizer, as applicable, as established
by  the Plan Administrator for administrative purposes.  Instructions by Members
to  the  Trustee  shall  be in such form and pursuant to such regulations as the
Plan  Administrator  may prescribe and any such instructions shall remain in the
strict  confidence  of  the  Trustee.  If  the  Trustee  does not receive timely
instructions from a Member regarding the voting of his shares, the Trustee shall
be  required  to  vote  such  shares  in the same proportion as were voted those
shares  for  which  the  Trustee  received  Members'  instructions.

          (b)     Each  Member  (or  in the event of his death, his Beneficiary)
shall  have  the  right  to  instruct the Trustee in writing as to the manner in
which  to  respond  to  a  tender or exchange offer for any or all shares of the
Ralcorp  Stock  from April 1, 1994 through March 31, 1995, Agribrands Stock from
April  1,  1998  through  March  31, 1999, or Energizer Stock beginning April 1,
2000, credited to such Member's Accounts as of a date prior to the expiration of
the  offer as established by the Plan Administrator for administrative purposes.
The  Trustee  shall  notify  each  Member  (or Beneficiary) and utilize its best
efforts  to timely distribute or cause to be distributed to him such information
as  will be distributed to shareholders of Ralcorp, Agribrands, or Energizer, as
applicable,  in  connection  with  any  such tender or exchange offer.  Upon its
timely  receipt  of such instructions, the Trustee shall tender or exchange such
shares  of Ralcorp, Agribrands, or Energizer Stock, as applicable, as and to the
extent so instructed.  The failure of a Member to timely instruct the Trustee to
tender  or exchange such shares of Stock credited to his Account shall be deemed
to  be  an  instruction  not  to  tender  or  exchange  such  shares  of  Stock.
Accordingly,  if  the  Trustee  does  not receive instructions from a Member (or
Beneficiary)  regarding  any such tender or exchange offer for Common Stock, the
Trustee  shall  not  tender  or  exchange  such  Stock.

             ARTICLE IX - Valuation of Assets and Members' Accounts

Section  9.01  -  Valuation  of  Assets
                  ---------------------

          (a)     At the end of each Valuation Date, the Trustee shall determine
the aggregate fair market value of the assets then held by it in each Investment
Fund.

               (1)     The market value of shares of Common Stock shall be their
respective  closing  values  on  the  New  York  Stock  Exchange.

               (2)     Prior  to January 1, 1999, the market value of a share of
ESOP Preferred Stock shall be the greater of the Minimum Redemption Value of the
ESOP  Preferred  Stock,  or  the market value of the shares of Common Stock into
which a share of ESOP Preferred Stock may be converted as adjusted in accordance
with  the  Certificate  of  Designation  of ESOP Preferred Stock, as amended, as
applicable, and to reflect accrued but unpaid dividends.  The fair value of each
share of ESOP Preferred Stock shall be determined on at least an annual basis by
an independent appraiser (excluding any increase in value for accrued but unpaid
dividends),  such  value referred to herein as the "appraised value" of the ESOP
Preferred  Stock.

Section  9.02  -  Valuation  of  Accounts
                  -----------------------
At  the  end  of each Valuation Date, before the calculation and debiting of any
distributions  and  in-service withdrawals from the Trust fund or the posting of
transfers  among  Investment  Funds,  the net credit balances in the Accounts of
Members or their beneficiaries will be adjusted to reflect any contributions to,
and  investment  gains  or  losses  in,  the  respective  Investment  Funds.

Section  9.03  -  Statement  of  Accounts
                  -----------------------
Each member shall be furnished, at least annually, a statement setting forth the
value  of  his  Accounts.

Section  9.04  -  Accounts  in  Units
                  -------------------
Each  Member's  Accounts  shall  be  maintained  in  units.

                      ARTICLE X - Vesting of Contributions

Section  10.01  -  Vesting  of  Before-Tax  and Supplemental Investment Accounts
                   -------------------------------------------------------------
Each  Member's Before-Tax Investment Account and Supplemental Investment Account
shall  at  all  times  be  fully  vested.

Section  10.02  -  Vesting  of  Company  Contributions  Account
                   --------------------------------------------

          (a)     Subject  to the provisions of subparagraph (b), a Member shall
be  vested  in his Company Contribution Account and a Golden Cat Member shall be
vested  in his Golden Cat Company Profit Sharing Contribution Account (i) at the
rate  of  twenty-five  percent (25%) for each whole year included in a Period of
Service  regardless  of whether such employment occurs before or coincident with
participation  in  the  Plan, or (ii) one hundred percent (100%) in the event of
the  occurrence  of  any  one  of  the  following:

                    (1)     attainment  of  age  sixty-five  (65),
                    (2)     Retirement,
                    (3)     Disability,
                    (4)     death,
                    (5)     termination  of  the  Plan,
                    (6)     complete  discontinuance  of  Company contributions.

          (b)      (i)     An  EPS  Member shall at all times be fully vested in
his  Company  Before-Tax  Contribution  Account.

               (ii)     An  EPS  Member  shall  be  fully  vested in his Company
Matching  Contribution  Account  after  a  three  (3)  year  Period  of Service.

          (c)     Members  formerly  employed  by  the Company who are or became
employees  of  the  spun-off  company Agribrands International, Inc. on April 1,
1998  shall  be  fully  vested  in  their  Company  Contribution  Account.

          (d)     EPS  Members  who  became  employees of Moltech Power Systems,
Inc.  on  November  1,  1999,  pursuant  to  the  divestiture of Energizer Power
Systems,  shall  be  fully  vested  in  their Company Contribution Account as of
October  31,  1999.

                           ARTICLE XI - Distributions

Section  11.01  -  General
                   -------

          (a)     Upon the Termination of Employment of a Member at or after the
attainment  of  age  sixty-five  (65),  or  upon  the  occurrence of Retirement,
Disability or other subsection 10.02(a) event, the entire amount credited to all
of  his  Accounts  determined  as  of  the  Valuation  Date on which the Trustee
receives  properly  authorized  instructions from the Plan Administrator to make
the payment, and such amount, as adjusted in accordance with Article XI shall be
distributed  as  provided  in Section 11.02 to the Member, unless the Member has
elected  to  defer  the  distribution  of  his  Accounts  in  accordance  with
subparagraph  (c)  below.

          (b)     Upon  the  Termination  of  Employment  of  a  Member prior to
attaining  age sixty-five (65) for reasons other than Retirement, Disability, or
death,  or  other Section 10.02(a) event, the vested portion of the value of his
Accounts  shall  become  distributable  in accordance with Article X (Vesting of
Contributions)  and  shall  be  determined as of the Valuation Date on which the
Trustee  receives  properly authorized instructions to make the payment from the
Plan  Administrator,  and  such  amount,  as adjusted in accordance with Section
11.06,  shall be distributed as provided in Section 11.02, unless the Member has
elected  to  defer  the  distribution  of  his  Accounts  in  accordance  with
subparagraph  (c)  below.

          (c)     Effective  (i)  January  1,  1988,  for  all  Members who were
participants in the Eveready Battery Company Savings Plans in effect immediately
prior  to the acquisition of Eveready Battery Company by Ralston Purina Company;
(ii)  November  1,  1989,  for  all  participants  in the Beech-Nut Savings Plan
immediately prior to the acquisition of Beech-Nut by Ralston Purina Company; and
(iii) January 1, 1992, for all other Members, a Member may, upon the Termination
of Employment for whatever reason, elect to defer the distribution of the vested
portion  of  the  value of his Accounts until a date which is not later than the
December  31  of  the  calendar year in which the Member attains age seventy and
one-half  (70-1/2)  years  (the  "Deferral  Period")  by  notifying  the  Plan
Administrator  or  its delegatee in writing of such election to defer as soon as
practicable  after  Termination  of  Employment,  in  accordance with procedures
established  by the Plan Administrator.  At any time during the Deferral Period,
a  Member  may  revoke  the  election  to  defer  all  or a portion of the total
remaining  balance  of  the vested portion of his Accounts, and request a timely
distribution  of all or any portion of the total remaining balance of the vested
portion  of  his  Accounts.

Section  11.02  -  Methods  of  Distribution
                   -------------------------
Except  as  otherwise provided in this Article, distributions provided for under
the  Plan  shall  be  made  in  the  following  manner:

          (a)     A  Member  who  has  incurred a Termination of Employment, for
whatever  reason, by written notice on a form approved by the Plan Administrator
for  such purpose delivered to the Plan Administrator at least fifteen (15) days
prior  to his Termination of Employment, or such shorter period as determined by
the  Plan  Administrator  may  irrevocably  elect to receive his distribution in
accordance  with  any  one  of  the  following  methods  of  payment:

               (1)     by purchase of a nontransferable annuity contract from an
Insurance  Company,  or

               (2)     by a lump sum payment as soon as practicable after such a
Termination  of  Employment,

               (3)     effective for distributions on or after March 1, 1995, in
monthly,  quarterly,  semiannual  or  annual installments of principal (together
with  earnings  on  the  remaining  Account balance) to reflect (A) fixed dollar
installments,  (B)  fixed  percentage  installments,  (C)  declining  balance
installments,  or  (D)  life  expectancy  installments,

          (b)     A  Member  who  was  a  participant  in the Continental Baking
Company  "Interim"  Savings  Plan on December 31, 1985, and whose Termination of
Employment  results  from  his Retirement or Disability, may, in addition to the
methods  of  payment  set  forth in subparagraph (a) above, elect to receive his
distribution  in the form of consecutive annual substantially equal installments
of  principal  (together  with earnings on the remaining Account balance) over a
period  not  extending  beyond fifteen (15) years, (the Installment Period"). At
any  time  during the Installment Period, a Member may, with the approval of the
Plan  Administrator,  revoke  this  election  and  elect  to  receive  the total
remaining  balance  of  his  Accounts  in  the  form  of  a  lump  sum  payment.

          (c)     If  a  Member  elects a distribution in the form of an annuity
contract that permits payments in the form of a life annuity, the contract shall
provide  that  benefits  are paid automatically in the form of a Qualified Joint
and  Survivor  Annuity, as defined in Section 11.03, unless the Member, with the
consent  of  his  Eligible  Spouse,  if  any,  elects another form of payment in
accordance  with  Section  11.04.

          (d)     All  distributions  from  Investment  Funds,  other  than  the
Ralston  Common Stock Fund, the CBG Stock Fund from July 30, 1993 and ending May
15,  1995,  the  RPG  Stock Fund from July 30, 1993 through February 1,1996, the
ESOP Preferred Stock Fund through December 31, 1998, the ESOP Common Stock Fund,
the Ralcorp Stock Fund from April 1, 1994 through March 31, 1995, the Agribrands
Stock  Fund  from  April 1, 1998 through March 31, 1999, and the Energizer Stock
Fund  commencing  April  1, 2000, shall be made in cash.  Except when an annuity
contract  is purchased, distributions from the CBG Stock Fund and RPG Stock Fund
shall  be  in  CBG  Stock  or RPG Stock with cash paid for any fractional share,
unless  the  Member  or  his  Beneficiary  elects to take cash for distribution.
Except  when  an  annuity  contract  is  purchased,  distributions from the ESOP
Preferred  Stock  Fund,  or  the ESOP Common Stock Fund, shall be made in Common
Stock, or from the Ralcorp, Agribrands, or Energizer Stock Funds, as applicable,
shall  be  made  in shares of Ralcorp, Agribrands, or Energizer Stock, with cash
paid  for  any fractional share, as applicable, unless the Member elects to take
cash  for  distribution.

          (e)     Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under Section 11.02, with respect
to  distributions  made  on or after January 1, 1993 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  balance  to  the credit of the
Distributee's  Accounts  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);  any  hardship  distribution  described  in  Code  Section
401(K)(2)(B)(i)(iv)  received  after  December  31,  1998,  and  any  other
distribution(s)  that  is  reasonably  expected  to  total less than Two Hundred
Dollars  ($200)  during  a  calendar  year.

               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  Distributee's  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  11.03  -  Qualified  Joint  and  Survivor  Annuity
                   ----------------------------------------
A  Qualified  Joint  and  Survivor  Annuity means an annuity for the life of the
Member, with a survivor annuity for the life of the Eligible Spouse which is not
less than fifty percent (50%) and is not greater than one hundred percent (100%)
of  the  amount  of  the  annuity which is respectively payable during the joint
lives  of  the  Member  and  the  Eligible  Spouse  and  which  is the actuarial
equivalent  of a single life annuity for the life of the Member.  In the case of
a  Member  who  does not have an Eligible Spouse, a Qualified Joint and Survivor
Annuity  means  an  annuity  for  the  life  of  the  Member.

Each Member entitled to receive his benefit in the form of a Qualified Joint and
Survivor  Annuity shall furnish proof of the age of the Eligible Spouse within a
reasonable  period  before  payments  commence  under  the  Qualified  Joint and
Survivor  Annuity.

Section  11.04  - Election Not to Receive a Qualified Joint and Survivor Annuity
                  --------------------------------------------------------------
An  election  not  to receive retirement income in the form of a Qualified Joint
and Survivor Annuity may be made (and any prior such election may be revoked) by
a  Member entitled to receive his retirement income in such form, subject to the
following:

          (a)     The  election  must  be made during the ninety (90) day period
ending  on  the  date  payments  of  benefits  to the Member commence ("Election
Period").

          (b)     The  election  must  be in writing on a form acceptable to the
Plan  Administrator (or the insurance company) and must be signed by the Member.
The  election  form must clearly indicate that the Member is electing to receive
his  retirement  income  in  a  form  other  than a Qualified Joint and Survivor
Annuity.

          (c)     The Eligible Spouse, if any, of the Member must consent to the
election  in  writing  on  a  form  acceptable to the Plan Administrator (or the
Insurance  Company),  signed  by  the  Eligible  Spouse  and witnessed by a Plan
representative  or  a notary public.  The consent must acknowledge the effect of
the  election.  Such a consent is not necessary if the Member establishes to the
satisfaction  of  the  Plan  Administrator  (or the insurance company) that such
written consent may not be obtained because there is no Eligible Spouse, because
the Eligible Spouse cannot be located, or because of such other circumstances as
Treasury  Regulations may prescribe.  Any consent by an Eligible Spouse shall be
effective  only  with respect to such Spouse, and must specifically identify the
beneficiary  and  the  optional  form  of  benefit to which the consent relates.

          (d)     Any such election may be revoked or changed by the Member by a
subsequent  election  made  in  accordance with this Section during the Election
Period.  The  election  may  be revoked, but not changed, without the consent of
the  Eligible  Spouse.  The  Eligible Spouse may not revoke a consent to a valid
election.

          (e)     Within a reasonable period [no later than ninety (90) days and
at  least  thirty  (30)  days]  before  the  benefit payments commence, the Plan
Administrator  (or  the insurance company) shall furnish to each Member entitled
to  receive  his retirement income in the form of a Qualified Joint and Survivor
Annuity,  a  written  explanation  of:

               (1)     The  terms  and  conditions  of  the  Qualified Joint and
Survivor  Annuity;

               (2)     The availability of the election provided by this Section
and  the  effect  of  making  such  an  election;

               (3)     The  rights  of  the  Eligible  Spouse of the Member; and

               (4)     The right to revoke a previous election and the effect of
such  revocation.

Section  11.05  -  Completion  of  Appropriate  Forms
                   ----------------------------------
The  Plan  Administrator  has  prescribed  forms providing written notice to the
Company  in  order for a distribution to be made under the Plan.  In the event a
Member  or a Beneficiary does not complete, execute and return such forms to the
Company,  the distribution of such Member's Accounts shall (except to the extent
provided  in Section 18.09), be mailed, as provided in Section 11.02(d) in cash,
to  the  Address  of  Record as provided in Section 18.08 to a Member as soon as
practicable  following  the  sixty-fifth (65th) birthday of such Member, or to a
Beneficiary.  The  Valuation Date for purposes of this Section 11.05 shall be as
described  in  Article  IX.

Section  11.06  -  Accounts  of  Former  Employees
                   -------------------------------
The  amount  credited  to the accounts of a Member, if any, after Termination of
Employment  of such Member shall be adjusted in accordance with Article IX as of
each  Valuation  Date  next  following such Termination of Employment until such
amount  shall  have  been  distributed  in full in accordance with this Article.
Distribution  of the balance of the amount credited to the Accounts of a Member,
determined  as  of  the  Valuation Date immediately preceding such distribution,
shall  constitute payment in full of the benefits of such Member hereunder.  Any
balance  of  such  accounts  remaining  unpaid  at  the  death  of  a  Member or
Beneficiary  shall  be  distributed  in  accordance  with  Article  XII.

Any amounts being held for deferred distribution will continue to be held by the
Trustee  and  invested in accordance with the instructions of the Members.  Such
instructions  will  be  given  in  accordance  with the provisions of this Plan.
Persons  receiving  a  deferred distribution are former Members and shall not be
credited  with  Before-Tax, Supplemental or Matching Company Contributions after
Termination  of  Employment, except with respect to compensation paid subsequent
to  the  Termination  of Employment but attributable to services performed as an
Employee  in  Covered  Service.

Section  11.07  -  Consent  to  Payment
                   --------------------
Notwithstanding  the  foregoing  provisions  of Article XI, (a) if the aggregate
vested  portion  of  the  Accounts  of  a  Member is Three Thousand Five Hundred
Dollars  ($3,500)  or  less  [Five  Thousand  Dollars  ($5,000)  for  Plan Years
beginning  on  or  after January 1, 1998], it shall be distributed in a lump sum
payment;  and  (b)  if  the aggregate vested portion of the Accounts of a Member
exceeds  Three  Thousand  Five  Hundred  Dollars ($3,500) [Five Thousand Dollars
($5,000)  for  Plan Years beginning on or after January 1, 1998] at the time the
Member  first  becomes entitled to a distribution under this Article XI, and the
Member has not attained sixty-five (65) years of age, the Member must consent in
writing  before  any  portion  of such Account may be distributed to the Member.

Section  11.08  -  Latest  Deferral  of  Payment
                   -----------------------------
Notwithstanding  anything  to  the  contrary  in  the  Plan, payment of benefits
pursuant  to  the Plan (including pursuant to annuity contracts distributed to a
Member)  shall  not  provide  for  deferment  of  payments  extending beyond the
following  periods:

          (a)     If  the  Beneficiary or contingent annuitant of a Member under
any  method  of  distribution  is  other than his Eligible Spouse, the actuarial
present  value  of  payments expected to be made to the Member shall not be less
than  fifty-one  percent  (51%)  of  the  total  actuarial  present value of the
benefits  expected  to  be  paid to the Member and his Beneficiary or contingent
annuitant.

          (b)     Unless the Member elects otherwise in writing, the latest date
by  which  payment  of  benefits  must commence shall be the sixtieth (60th) day
after close of the Plan Year in which the latest of the following events occurs:
(1)  the  Member  attains  sixty-five (65) years of age; (2) the Member incurs a
Termination of Employment; and (3) ten (10) years have elapsed from the time the
Member  commenced  participation  in  the  Plan.

               If  payment  in  full  is  not  feasible  within  the time limits
prescribed  by  this  subsection  (b)  the  Plan  Administrator may make interim
payments  from  accounts  of  the  Member.

          (c)     Notwithstanding  anything  to  the  contrary  in this Plan and
regardless of any election by the Member, payment of benefits shall commence (i)
for  Plan Years ending on or before December 31, 1998, no later than the April 1
of  the  calendar year immediately following the earlier of the calendar year in
which  the  Member  attains  age  seventy  and  one-half  (70-1/2) years, or the
calendar  year  in  which  the  Member  actually retires, or (ii) for Plan Years
beginning on or after January 1, 1999, no later than the April 1 of the calendar
year  immediately  following  the later of the calendar year in which the Member
attains  age seventy and one-half (70-1/2) years or the calendar year the Member
actually  retires,  provided that a Member who attained age seventy and one-half
(70-1/2)  prior  to  January  1, 1988, who is not a five-percent (5%) owner, may
defer  commencement of benefits until the April 1 of the calendar year following
the  calendar  year  in  which  such  Member  actually  retires.  The  minimum
distribution  to  be  made  each  year shall be the amount equal to the quotient
obtained  by  dividing the Member's Account balance at the beginning of the year
by  the  life  expectancy  of  the  Member  (or the joint life and last survivor
expectancy  of  the  Member and the Beneficiary).  If payments are made over the
life  expectancy  of  the Member, or the joint life expectancy of the Member and
his  spouse,  life  expectancy will be determined either:  (1) only once, at the
time  the  Member (or his spouse) receives the first distribution of his account
balance; or (2) periodically, but no more frequently than annually.  If payments
are  made  over  the  joint  life  expectancy  of  the  Member  and a non-spouse
Beneficiary,  the  change in the life expectancy of the Member may be determined
periodically,  but not more frequently than annually; but the life expectancy of
the  non-spouse Beneficiary shall be determined only once at the time the Member
(or  Beneficiary)  receives  the  first  distribution  of  his  account balance.

Section  11.09  -  Lost  Payees
                   ------------
In  the event the amount credited to the Account(s) of a Member remain unclaimed
for more than five (5) years after such amount becomes distributable pursuant to
Section  11.07,  and  the Plan Administrator is unable to locate such Member (or
his Beneficiary), the Plan Administrator may direct such amount to be applied to
reduce Company Matching Contributions provided that in the event such Member (or
his Beneficiary) subsequently claims such amounts, the Employer shall contribute
an  amount  to the Plan which will cause the balance of such Member's account(s)
to equal the amount which would have been credited to such account(s) as of such
date  if  such  amounts  had  never  been  reallocated pursuant to this Section.

Section  11.10  -  Distribution  of  Annuity  Contracts
                   ------------------------------------
Notwithstanding anything to the contrary in the Plan, the Plan Administrator may
distribute all or any portion of the balance of an account that is distributable
to  a Member (or a Beneficiary) by purchasing a nontransferable annuity contract
from  an  insurance  company  and  transferring ownership of the contract to the
Member.  Any  annuity  contract distributed to a Member (or a Beneficiary) shall
provide payment options that conform to those provided by the terms of the Plan,
so that payments pursuant to the contract satisfy the survivor annuity and other
requirements  of  the  Plan  governing  payment  of  benefits.

                          ARTICLE XII - Death Benefits

Section  12.01  -  Death  Benefits
                   ---------------
Upon  the  death  of a Member, the amount credited to the Member's account shall
become distributable to the Beneficiary or Beneficiaries of the Member in a lump
sum  payment  as  soon as practicable after the death of such Member, unless the
Member had elected payment of his benefit in the form of a life annuity prior to
his  death.

Section  12.02  -  Beneficiary  Designation
                   ------------------------
Subject  to Section 12.03, each Member from time to time on a form acceptable to
the  Plan  Administrator may designate any person (including a trust) or persons
(concurrently, contingently or successively) to whom the Member's benefits under
the  Plan  are  to  be  paid  if  the  Member  dies before receiving all of such
benefits.  A  beneficiary designation form shall be effective only when the form
is  filed  in writing by the Member and shall cancel all beneficiary designation
forms  previously  signed  and  filed  by  the  Member.

With  respect  to a Member who has at least one Hour of Service after August 22,
1984,  the  designation  of  a non-spouse Beneficiary shall be valid only if the
surviving  spouse  of  the  Member  shall  have  consented  in  writing  to such
designation,  the  consent  acknowledges  the effect of such designation and the
consent  is  witnessed  by  a  Plan  representative  or  a  notary  public.

Section  12.03  -  Pre-Retirement  Survivor  Annuity
                   ---------------------------------
This Section shall apply only to a Member who is eligible to receive a Qualified
Joint  and  Survivor  Annuity  pursuant to Article XI because the Member elected
payment  in  the  form of a life annuity and who dies before payment of benefits
has  commenced.

Upon  the  death  of  such  a Member, at least fifty percent (50%) of the amount
credited  to  the  Member's  Accounts  (or the cash value of an annuity contract
distributed  to  the Member) as of the date of death shall be distributed in the
form  of  a  single  life  annuity  for the life of the Member's Eligible Spouse
unless  the  Eligible Spouse has validly consented to the designation of another
Beneficiary  in accordance with Section 12.02 after the earlier of (a) the first
day of the Plan Year in which the Member attained thirty-five (35) years of age,
or (b) the date on which such Member terminates employment.  If the amount to be
applied  to  the  purchase  of  such  an  annuity is Three Thousand Five Hundred
Dollars ($3,500) [Five Thousand Dollars ($5,000) for Plan Years commencing on or
after January 1, 1998] or less, such amount shall be paid to the Eligible Spouse
in  cash  in  lieu  of  the  annuity.

An  Eligible  Surviving  Spouse  entitled  to  receive a single life annuity may
direct  that  payments under the annuity commence within a reasonable time after
the  Member's  death.

Section  12.04  -  Payment  of  Benefit
                   --------------------
The  portion  of  the  death benefit not payable in the form of a Pre-retirement
Survivor  Annuity pursuant to Section 12.03 shall be distributed in one lump sum
payment  as  soon  as  practicable  after the death of the Member.  Such payment
shall  be  made  to the Member's Eligible Spouse unless such Eligible Spouse has
consented  to  another  beneficiary  pursuant  to  Section  12.02.

Section  12.05  -  Latest  Time  for  Payment
                   --------------------------
For  Plan  Years  commencing  after 1984, if a Member dies after distribution of
benefits  has commenced but before the entire interest has been distributed, the
remaining  portion  of such interest shall be distributed at least as rapidly as
the  distribution  option  elected  by  the  Member.

If  a  Member  dies  before a distribution of benefits has commenced, the entire
interest  shall  be  distributed  within  five  (5) years of the Member's death;
unless  any  portion  of  the interest is payable to or for a Beneficiary over a
period not to exceed the life or life expectancy of the Beneficiary and payments
commence  within  one year after the Member's death. However, if the Beneficiary
is the surviving spouse of the Member, distribution need not commence before the
date  when  the  Member  would  have  attained age seventy and one-half (70-1/2)
years;  provided  that  if the surviving spouse dies before distribution to such
spouse  begins,  this paragraph shall be applied as if the surviving spouse were
the  Member.

Section  12.06  -  Payments in the Event of Death with No Designated Survivor or
                   -------------------------------------------------------------
Incompetency
------------
In  the  event  of  (a)  the  death of a Member or Beneficiary not survived by a
person designated to receive any payment then due, or (b) the Plan Administrator
finding  that  a  Member or other person entitled to a benefit is unable to care
for his affairs because of illness or accident or is a minor or has died, or (c)
no  Beneficiary  being  designated,  the  Plan Administrator may direct that any
benefit  payment  due  him, unless claim shall have been made therefor by a duly
appointed  legal  representative, shall be paid to his spouse, a child, a parent
or  other  blood relative, a person with whom he resides, or to any other person
the  Plan Administrator considers suitable if such death occurs prior to January
1,  1998,  and shall be paid to his spouse, if married at the time of his death,
or  to  his  estate,  if  single,  or to any other person the Plan Administrator
considers  suitable,  in  its  sole discretion, if such death occurs on or after
January  1,  1998, and any such payment so made shall be a complete discharge of
the  liabilities  of  the  Plan  therefor.

Section  12.07  -  Renunciation  of  Death  Benefit
                   --------------------------------
Any  Beneficiary  of a Member entitled to a benefit under this Plan may disclaim
his  right  to  all or a portion of such benefit by filing a written irrevocable
and  unqualified  refusal  to  accept such a benefit with the Plan Administrator
before  receiving  any  such  benefit.  If  such  a renunciation is filed by the
Eligible  Spouse  of  the  Member, the value of the annuity described in Section
12.03  shall  be zero.  Any benefits so disclaimed shall be distributable to the
person or persons (and in the proportions) to which such benefit would have been
distributable  if the Beneficiary who so disclaims such benefits had predeceased
such  Member.

Section  12.08  -  Proof  of  Death  and  Right  of  Beneficiary or Other Person
                   -------------------------------------------------------------
The  Plan  Administrator  may require and rely upon such proof of death and such
evidence  of  the  right  of  any  Beneficiary  or  other  person to receive the
undistributed  value  of  the  Accounts  of  a  deceased  Member  as  the  Plan
Administrator may deem proper and its determination of death and of the right of
such  Beneficiary  or  other  person  to  receive  payment  shall be conclusive.

          ARTICLE XIII - Withdrawal Prior to Termination of Employment

Section  13.01  -  Withdrawal  of  Supplemental  Contributions
                   -------------------------------------------
A Member who has made Supplemental Contributions may withdraw such contributions
in  accordance  with guidelines determined by the Plan Administrator at any time
by  submitting a written request to the Plan Administrator specifying the amount
to  be  withdrawn.  Payment  shall  be made to the Member as soon as practicable
after  the submission of the Member's written request to the Plan Administrator.
The withdrawal may not exceed the lesser of the Member's Supplemental Investment
Account  or  his  total  Supplemental  Contributions.

Section  13.02  - Hardship Withdrawal of Before-Tax Contributions and/or Company
                  --------------------------------------------------------------
Contributions
-------------
A  Member  may  withdraw amounts from his Before-Tax Contribution Account and/or
his  Company  Contribution Account by submitting his written request to the Plan
Administrator at such time and in such manner as shall be prescribed by the Plan
Administrator  subject  to  the  following  provisions:

          (a)     The  withdrawal  request  must  be  for an immediate and heavy
financial  need  on  account  of:

               (1)     Nonreimbursable  medical expenses incurred by the Member,
his  Spouse,  or  dependents;

               (2)     Costs  directly  related  to  the  purchase  (excluding
mortgage  payments)  of  a  principal  residence  for  the  Member;

               (3)     Payment  of  tuition  for  the next twelve (12) months of
post-secondary  education  for  the  Member,  his  Spouse,  or  dependents;  or

               (4)     The  need  to prevent the eviction of the Member from his
principal  residence  or  foreclosure  on the mortgage on the Member's principal
residence.

          (b)     The  amount  withdrawn  may  not  exceed  the  actual  expense
incurred  or  to be incurred by the Member on account of such needs.  The amount
of  an  immediate  and heavy financial need may include any amounts necessary to
pay  any  federal,  state,  or  local  income  taxes  or  penalties  reasonably
anticipated  to  result from the distribution.  The amount may be withdrawn only
to  the  extent  that the need cannot be satisfied by other resources reasonably
available  to  the  Member.

               In  making this determination, the Plan Administrator may rely on
the  Member's  representation  that  the  need  cannot  be  relieved:

               (1)     Through  reimbursement  or  compensation  by insurance or
otherwise;

               (2)     By  reasonable  liquidation  of  the  Member's  assets;

               (3)     By  other  distributions  or loans from Company-sponsored
plans,  or

               (4)     By borrowing from commercial sources on reasonable terms.

          (c)     Only  one  such  withdrawal  shall  be  permitted  during  a
twelve-month  period.

          (d)     The  maximum  amount  which  may  be  withdrawn is the sum of:

                (i)     The  dollar  amount  of Before-Tax Contributions made on
behalf  of  such  Member  after  January 1, 1989 (but excluding income thereon);

                (ii)     The  balance  of  his  Company  Matching  Contributions
Account,  provided  he  is  fully  vested  in  his Company Matching Contribution
Account;  and

               (iii)     The  balance  of  the  Member's  Before-Tax  Investment
Account  under  the  Prior  Plan.

          (e)     The  withdrawal  shall  be  paid  to  the  Member  as  soon as
practicable  after  the  Member's  written  request  is  submitted  to  the Plan
Administrator.

          (f)     A  Member  requesting a hardship withdrawal after February 28,
1995  shall  be  precluded  from  making  any  Before-Tax Matched Contributions,
Before-Tax  Unmatched  Contributions,  or  Supplemental Contributions during the
twelve  (12)  month  period  immediately  following  such  withdrawal.

Section  13.03  -  Age  Fifty-Nine  and  One-Half  (59-1/2)  Withdrawal
                   ----------------------------------------------------
A  Member  who  has  attained  age fifty-nine and one-half (59-1/2) may withdraw
Before-Tax,  Supplemental,  and  Company Contributions, and related earnings (to
the  extent  he  is  vested  in  such  contributions  and  related  earnings) in
accordance  with guidelines determined by the Plan Administrator by submitting a
written request to the Plan Administrator specifying the amount to be withdrawn.
Payment  shall  be made to the Member as soon as practicable after submission of
the  Member's  written  request  to  the  Plan  Administrator.

Section  13.04  -  Order  of  Withdrawals
                   ----------------------

          (a)     A  Member  wishing  to withdraw amounts from his accounts must
first  withdraw  the  total  amount  in  his  Supplemental  Investment  Account.

          (b)     Once  a  Member  has withdrawn all amounts in his Supplemental
Investment  Account,  or  if a Member has no Supplemental Investment Account, he
must  then  withdraw  amounts  from his Company Contribution Account (other than
amounts invested in the ESOP Preferred Stock Fund for Plan Years beginning on or
after  January  1,  1989  and ending on or before December 31, 1998, or the ESOP
Common Stock Fund for Plan Years beginning on or after January 1, 1999), subject
to  the  other  requirements  set  forth  in  this  Article  XIII.

          (c)     When  a  Member  has withdrawn all amounts in his Supplemental
Investment  Account  or  has  no  Supplemental  Investment  Account and has also
withdrawn  all amounts from his Company Contribution Account (other than amounts
invested  in  the ESOP Preferred Stock Fund for Plan Years beginning on or after
January  1,  1989  and ending on or before December 31, 1998, or the ESOP Common
Stock Fund for Plan Years beginning on or after January 1, 1999) or is not fully
vested in said Account, then the Member may withdraw amounts from his Before-Tax
Investment  Contribution  Account  (other  than  amounts  invested  in  the ESOP
Preferred  Stock  Fund  or  ESOP  Common  Stock  Fund),  subject  to  the  other
requirements  set  forth  in  this  Article  XIII.

          (d)     When  a  Member has withdrawn all other amounts, to the extent
he  is  vested in his Accounts, then the Member may withdraw amounts held in the
ESOP  Preferred  Stock Fund for Plan Years beginning on or after January 1, 1989
and  ending  on  or  before December 31, 1998, or the ESOP Common Stock Fund for
Plan  Years  beginning  on  or  after  January  1,  1999,  subject  to the other
requirements  set  forth  in  this  Article  XIII.

                            ARTICLE XIV - Forfeitures

Section  14.01  -  Time  of  Forfeiture  and  Restoration
                   --------------------------------------

          (a)     If  a  Member  incurs a Termination of Employment prior to the
attainment  of age sixty-five (65) for reasons other than Retirement, Disability
or  death,  the portion, if any, of his Company Contribution Account in which he
is  not vested pursuant to Article X shall be forfeited as of the Valuation Date
on which (i) the Member has received a distribution of the entire vested portion
of  his  Accounts, or (ii) the Member has incurred a five consecutive year Break
in  Service.

          (b)     If  a  Member  has  forfeited  a  portion  of  his  Company
Contribution  Account  pursuant to subsection (a), such forfeited amount will be
restored  if  he is re-employed by the Company before he has incurred a Break in
Service  of  at  least  five  (5) years.  Any amounts restored and repaid to the
Trust Fund under this Section shall be paid into the remaining Funds in the same
proportion  as Before-Tax Unmatched and Supplemental Contributions are currently
being  made.

               The permissible sources for restoring forfeitures shall be income
or  gain  to  the Plan, forfeitures, or Company contributions (without regard to
the  existence  of  profits).

Section  14.02  -  Disposition  of  Forfeitures
                   ----------------------------
All  forfeitures  arising  out  of  the application of the provisions of Section
14.01  shall  be  used  to reduce Company Contributions otherwise payable to the
Plan.

Section  14.03  -  Effect  of  Withdrawal  Under  Article  XIII
                   --------------------------------------------
The  non-vested  Company Contribution Account of a Member who makes a withdrawal
described  in  Article  XIII  shall  not  be  forfeited  by  reason  thereof.

Section  14.04  -  Maternity  Absence
                   ------------------
In  the  case  of an Employee who is absent from work for maternity or paternity
reasons,  the Break in Service of the Employee shall not include the twelve (12)
consecutive  month  period  beginning  on  the first anniversary of the day such
absence  began.  Absence  from  work  for  maternity  or paternity reasons means
absence  from  work  on  account  of  the  pregnancy  or birth of a child of the
employee,  the  placement  of  a  child with the Employee in connection with the
adoption  of  the  child, or for purposes of caring for a child following such a
birth  or  placement.

                       ARTICLE XV - Administration of Plan

Section  15.01  -  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  15.02  -  Benefits  Council
                   -----------------

          (a)     The  claims fiduciary for the Plan, in accordance with Article
XIX,  shall  be  the  Benefits  Council,  to  be comprised of no less than three
persons  appointed  by  the  Chief  Executive Officer 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  Chief  Executive  Officer  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  15.03  -  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 $250,000, unless the Chief Executive Officer is a member of the
Benefits  Policy  Board  and signs the amendment, in which case the cost of such
amendment  cannot  exceed  one  million  dollars  ($1,000,000).  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  15.04  -  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  15.05  -  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, 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 Plan
Administrator  shall  have full and complete discretion to determine eligibility
for  participation  and  benefits under the Plan, including, without limitation,
the  determination of those individuals who are deemed Employees for purposes of
the  Plan.  The decisions of the Plan Administrator, or its delegatees, shall be
final, binding, and conclusive on all parties having or claiming a benefit under
this  Plan.  The  Company  shall  have  no  power  to  direct  or  modify  any
interpretations,  determinations,  or  decisions of the Plan Administrator.  The
Plan  Administrator  may  recommend  amendments to the Board of Directors or the
Benefits Policy Board or its delegatee.  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  members  of  the  Plan  Administrator, 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.  A member of 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; (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; (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 EBAIC, the
Trustee, the Benefits Policy Board, the Benefits Council, 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  15.06  -  Named  Fiduciaries
                   ------------------

          (a)     The  Board  of Directors, the Plan Administrator, the Benefits
Council,  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  15.07  -  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  15.08  -  Multiple  Capacities
                   --------------------
Any  fiduciary may serve in more than one fiduciary capacity with respect to the
Plan.

        ARTICLE XVI - Amendments, Termination, Permanent Discontinuance of
                     Contributions, Merger or Consolidation

Section  16.01  -  Amendments
                   ----------
The  Board  of Directors, or the Benefits Policy Board, or any delegatee, or the
EBAIC to the extent authority to do so is granted by the Board of Directors, may
at  any time and from time to time, both retroactively and prospectively, modify
or  amend,  in  whole  or  in  part,  any  or all of the provisions of the Plan,
including  any  modification  in  the  Plan  or  in  the agreement or agreements
establishing  the Trust, as the Plan Administrator shall deem to be necessary or
advisable  in order to obtain the qualification or exemption, or to maintain the
qualification  or  exemption  of the Plan and the Trust under the Code to comply
with ERISA, provided, however, that no such modification or amendment shall make
it  possible  for  any part of the funds of the Plan to be used for, or diverted
to,  purposes  other  than for the exclusive benefit of Members, spouses, former
Members,  retired  Members or Beneficiaries under the Plan; that no modification
or  amendment shall be made which has the effect of decreasing retroactively the
Accounts  of  any  Member  or  of reducing the non-forfeitable percentage of the
Company  Contribution  Account  of a Member below the non-forfeitable percentage
thereof  computed  under the Plan as in effect on the later of the date on which
the  amendment  is  adopted  or  becomes  effective.

Section  16.02  -  Termination  or  Permanent  Discontinuance  of  Contributions
                   -------------------------------------------------------------
Ralston  Purina  Company  may  by action of its Board of Directors terminate the
Plan  with  respect  to  all  participating  companies  or any of them or direct
complete  discontinuance  of  contributions  hereunder  by  all  or  any  of the
participating companies for any reason at any time.  In case of such termination
or complete discontinuance of contributions hereunder, there shall automatically
vest  in  the  appropriate  Members  non-forfeitable  rights  to  the  Company
Contributions  credited  to  their  Accounts.

Section  16.03  -  Partial  Termination
                   --------------------
In  the  event  of  a partial termination of the Plan, the provisions of Section
16.02  shall  be  applicable  only  to  the  Members  affected  by  such partial
termination.

Section  16.04  -  Benefits  in  Case  of  Merger  or  Consolidation
                   -------------------------------------------------
The  Plan  may  not  be  merged  or  consolidated  with,  nor  may its assets or
liabilities  be transferred to, any other plan (including, but not limited to, a
spin-off  of the Plan as defined in the regulations to Code Section 414), unless
each Member, spouse, former Member, retired Member or Beneficiary under the Plan
would, if the resulting plan were then terminated, receive a benefit immediately
after  the  merger, consolidation, or transfer which is equal to or greater than
the  benefit  he  would  have  been  entitled  to receive immediately before the
merger,  consolidation,  or  transfer  if  the  Plan  had  been  terminated.

                              ARTICLE XVII - Loans

Section  17.01  -  Loans
                   -----
In  the  event of financial necessity, a Member may make application to the Plan
Administrator  in  writing  to  borrow  from  the  Trust  Fund  and  the  Plan
Administrator  may in its sole discretion permit such a loan upon the conditions
hereinafter  specified.  The  authority herein granted to the Plan Administrator
to approve loans from the Trust Fund is for the purpose of assisting a Member to
meet  special  situations  and  shall  not  be  used  as a means of distributing
benefits  before they otherwise become due.  Loans shall be granted in a uniform
and  non-discriminatory  manner  and  shall be made on the following conditions:

          (a)     The  amount  of  a  loan  to  a  Member  (when  added  to  the
outstanding  balance  of  all other loans from the Plan to the Member) shall not
exceed  the  lesser  of  --

               (1)     Fifty  percent  (50%)  of  the  vested amount in the
Member's  Accounts,  or

               (2)     $50,000,  reduced  by  the excess (if any) of the highest
outstanding  balance  of  loans  from the Plan to the Member during the one-year
period  ending  on  the day before the date on which such loan was made over the
outstanding  balance  of  loans from the Plan on the date on which such loan was
made.

               The maturity of a loan shall not exceed five (5) years, except in
the  case  of  a  loan to acquire or construct the Member's principal residence,
which  shall  mature  in  not  more  than  ten  (10)  years.

               If  the  Member  is  also  covered  under  another qualified plan
maintained  by  the Company, the limitations of subsections (a)(1) and (2) shall
be  applied  as  though  all  such  qualified  plans  are  one  plan.

          (b)     A  note  shall  be  signed  by the Member establishing regular
installment  payments  made  by  payroll  deduction whenever possible and to the
extent  permitted  by  law.  The terms of such loans shall require substantially
level  amortization  over the term of the loan with payments not less frequently
than quarterly.  Loans shall bear interest as specified in Section 17.02.  Loans
shall  be  granted  only  if  secured  by  the Member's vested Account Balances;
provided,  however, that no more than fifty percent (50%) of the Member's vested
Account  Balance  may  be  pledged  as  collateral  for  the  loan.

          (c)     In  the  event an installment payment is not paid within seven
(7)  days  following  the  due  date,  the Plan Administrator shall give written
notice  to  the  Member  sent  to  his  last known address.  If such installment
payment  is  not made within thirty (30) days thereafter, the Plan Administrator
may  proceed  with such actions as they deem necessary in order to preserve plan
assets  from  loss  including,  but  not limited to, foreclosure, sale, or other
disposition  of  the  security.

          (d)     In  the  event  of the Termination of Employment of the Member
before  the  loan  is  repaid in full, the unpaid balance thereof, together with
interest  thereon,  shall  become  due  and  payable and the Trustee shall first
satisfy  the  indebtedness  from  the  amount  payable  to  the Member or to the
Member's Beneficiary before making any payments to the Member or to the Member's
Beneficiary.

Section  17.02  -  Interest  Rates
                   ---------------
Interest  rates  for  Plan  loans  shall  be  regularly reviewed and adjusted in
conformity with interest rates which, in the judgment of the Plan Administrator,
are  commensurate  with rates charged by commercial lenders for similar types of
loans.  The  interest  rate  applicable  to a Plan loan shall be fixed as of the
date  the  application  for such a loan is received by the Plan Administrator or
its  delegatee,  and  shall not be subject to change or renegotiation after such
date.

Section  17.03  -  Other  Rules
                   ------------
In  addition to the foregoing, the Plan Administrator shall prescribe such rules
and  procedures  as  it may deem appropriate, including, without limitation, the
imposition of loan application fees, rules and procedures by which the making of
loans  may  be  terminated,  suspended  or  restricted, and the requirement of a
spousal  consent to loans of married Members, if and to the extent deemed by the
Plan  Administrator  to  be necessary or desirable in order to effect compliance
with  applicable laws and regulations or to provide for effective administration
of  such  loans.

                          ARTICLE XVIII - Miscellaneous

Section  18.01  -  Benefits  Payable  from  Trust  Fund
                   ------------------------------------
All  persons  with any interest in the Trust Fund shall look solely to the Trust
Fund  for  any  payments  with  respect  to  such  interest.

Section  18.02  -  Elections
                   ---------
Elections  hereunder  shall be made by a Member in writing by the completion and
delivery to the Plan Administrator of forms prescribed by the Plan Administrator
for  such  purposes,  within the time limits set forth hereunder with respect to
each  such  election  or,  if  no  time limit is set forth, such limit as may be
established  by  the  Plan  Administrator.

Section  18.03  -  No  Right  to  Continued  Employment
                   ------------------------------------
Neither the establishment of the Plan nor the payment of any benefits thereunder
nor any action of the Company, the Board of Directors, the Plan Administrator or
the Trustee shall be held or construed to confer upon any person any legal right
to  be  continued  in  the  employ  of  the  Company.

Section  18.04  -  Inalienability  of  Benefits  and  Interest
                   -------------------------------------------
No benefit payable under the Plan or interest in the Trust Fund shall be subject
in  any  manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance  or  charge, and any such attempted action shall be void and no such
benefit  or  interest  shall  be  in  any manner liable for or subject to debts,
contracts,  liabilities,  engagements or torts of any Member or Beneficiary.  If
any  Member or Beneficiary shall become bankrupt or shall attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any benefit payable
under  the  Plan  or interest in the Trust Fund, then to the extent permitted by
law,  the Plan Administrator in its discretion may hold or apply such benefit or
interest  or  any  part  thereof  to  or  for the benefit of such Member, or his
Beneficiary,  his  spouse,  children,  blood relatives, or dependents, or any of
them,  in  such  manner  and  in  such proportions as the Plan Administrator may
consider  proper.  Notwithstanding  the  foregoing,  any  Member may direct that
benefits payable pursuant to Article IX from the Trust Fund shall be paid to the
trustee  of a trust created by him for his own benefit or for the benefit of his
immediate  family.

Notwithstanding  any  provision in the Plan to the contrary, the Plan shall make
all payments required by a qualified domestic relations order within the meaning
of  Code  Section  414(p),  including distributions required or permitted by the
qualified  domestic  relations  order  to  an  alternate  payee even though such
payments  are  with  respect  to a Member who has not separated from service and
which  commence before the Member has attained the earliest retirement age under
the  Plan; provided, however, the present value of the benefit to be paid to the
alternate  payee  (1) does not exceed $3,500 (or $5,000 for Plan Years beginning
on  or after January 1, 1998, or (2) exceeds at least $3,500 (or $5,000 for Plan
Years  beginning  on or after January 1, 1998), and the alternate payee consents
in writing to such earlier distribution.  The Plan Administrator shall establish
a  procedure to determine the qualified status of a domestic relations order and
to  administer  distributions  under  such  a  qualified  order.

Section  18.05  -  Payments  for  Exclusive  Benefits  of  Members
                   -----------------------------------------------
Payments  of  benefits  in respect of the interest of a Member under the Plan to
any  person other than such Member in accordance with the provisions of the Plan
shall  be  deemed  to  be  for  the  exclusive  benefit  of  such  Member.

Section  18.06  -  Missouri  Law  to  Govern
                   -------------------------
All questions pertaining to the construction, regulation, validity and effect of
the  provisions  of  the Plan shall be determined in accordance with the laws of
the  State  of  Missouri,  except  as  provided  in  Section  514  of  ERISA.

Section  18.07  -  No  Guarantee
                   -------------
Neither  the  Company  nor  the  Trustee guarantees the Trust Fund in any manner
against  loss  or  depreciation.

Section  18.08  -  Address  of  Record
                   -------------------
Each individual or entity with an actual or potential interest in the Plan shall
file and maintain a current record address with the Plan.  Communications mailed
by  the  Company, trustee, or Plan Administrator to such record address fulfills
all  obligations  to  provide  required information to Members, including former
employees  and  Beneficiaries,  in  regard  to  the  Plan.

If  no  record address is filed, it may be presumed that the address used by the
Company  in  forwarding  statements of a Member's Account is the record address.

Section  18.09  -  Participating  Units
                   --------------------
The  Board of Directors or the Plan Administrator, to the extent authority to do
so is granted to the Plan Administrator by the Board of Directors, may include a
designated  unit  of  the  Employees  of  an  Affiliated  Company in the Plan as
employed  in  a  Participating  Unit  upon appropriate action by such Affiliated
Company  necessary  to  adopt  the  Plan.  Any  such  company  may terminate its
participation  in  the  Plan  with respect to a designated unit of its employees
upon  appropriate  action  by  it,  in which event the funds of the Plan held on
account  of Members in the employ of such company and any unpaid balances of the
Accounts of Members who have separated from the employ of such company, shall be
determined  by  the  Plan  Administrator and shall be distributed as provided in
Section  16.02  in the event of termination of the Plan, held and distributed in
accordance with the terms of the Plan governing treatment of Members transferred
from  Covered Service, or shall be segregated by the Trustee as a separate trust
fund, pursuant to direction to the Trustee by the Plan Administrator, continuing
the  Plan  as a separate plan for such employees of such company under which the
board of directors of such company shall succeed to all the powers and duties of
the  Board  of  Directors,  including the appointment of the members of the Plan
Administrator.

Section  18.10  -  Headings
                   --------
Headings  of  Articles  and Sections of the Plan are inserted for convenience of
reference.  They  constitute  no  part  of  the  Plan.

Section  18.11  -  Use  of  Masculine  Terms
                   -------------------------
As used herein, masculine terms shall include the feminine wherever appropriate.

Section  18.12  -  Payment  of  Expenses
                   ---------------------

          (a)     Direct  charges  and  expenses  arising out of the purchase or
sale  of  securities, and taxes levied on or measured by such transactions shall
be  charged  against the Investment Fund or Funds for which the transaction took
place.

          (b)     To  the extent permitted by law, all other expenses reasonably
incurred in administering the Plan, including expenses of the Plan Administrator
and  the  Trustee,  fees for legal services, all taxes, if any, other than those
charged  to  the  Funds,  and  the brokerage fees arising out of the purchase of
Common  Stock  for  the Ralston Purina Common Stock Fund and the reinvestment of
dividends  on  such  Common  Stock  shall  be charged to the Trust in the manner
determined  by  the  Plan  Administrator.

Section  18.13  -  Rollover  Contributions
                   -----------------------

          (a)     An  Employee, whether or not he would otherwise be a Member in
the  Plan,  may  contribute  a Rollover Contribution to the Trust by delivery of
such  contribution to the Trustee, provided that the contribution constitutes an
"eligible rollover distribution" within the meaning of Code Section 402(c) which
the  Plan  may  accept.

          (b)     A  Rollover  Contribution shall be considered as a part of the
account of the Employee in this Plan, shall be fully vested and non-forfeitable,
and  shall  be  accounted  for  separately  from  Company  contributions.

                          ARTICLE XIX - Claim Procedure

Section  19.01  -  Initial  Determination
                   ----------------------
The  initial  determination  of a Member's or Beneficiary's eligibility for, and
the  amount of, a benefit shall be made by the Benefits Council which shall mail
or  deliver  to  each  covered individual who has filed an effective claim for a
benefit  a  written statement of the amount of his benefit or a notice of denial
of  his  claim  on  or  before  the ninetieth (90th) day following the Council's
receipt  of  such  claim.  If  special circumstances require additional time for
processing  the  claim,  the Benefits Council may delay issuing its statement or
notice  for  an  additional  ninety  (90)  days  provided  that  the  Member  or
Beneficiary  is  notified  of  the circumstances necessitating the delay and the
date the Committee expects to render its final opinion.  A claim for benefits is
not  effective  unless  filed on forms prescribed by the Benefits Council.  Each
notice  of  whole  or  partial  denial  of  claimed benefits shall set forth the
specific reasons for the denial, the time within which an appeal must be made by
the  Member  or  Beneficiary  or  his  duly authorized representative, and shall
contain  such  other  information  as  may  be required by applicable law.  If a
statement  or notice is not issued within the prescribed period, the claim shall
be  deemed  denied.

Section  19.02  -  Review
                   ------
Each Member or Beneficiary whose claim for benefits has been wholly or partially
denied  shall  have  such  rights to review documents and submit comments as the
Benefits  Council  may  provide,  and  shall  also have the right to request the
Benefits  Council  to  review  such  denial; such request shall be made on forms
prescribed  by the Benefits Council.  A request for review shall be filed by the
Member  or  Beneficiary  or  his duly authorized representative on or before the
sixtieth (60th) day following the earlier of the Member or Beneficiary's receipt
of  notice of denial of his claim or the expiration of the prescribed period for
issuing a statement of benefits or notice of denial.  The Benefits Council shall
issue  a  written  statement  on or before the sixtieth (60th) day following its
receipt  of  such  request stating the Benefits Council's decision on review and
the reasons therefor, including specific references to pertinent Plan provisions
on which the decision is based, and any other information required by applicable
law.  If  special  circumstances  require  additional  time  for processing such
review,  the  Benefits  Council may delay issuing its decision for an additional
sixty  (60)  days  provided  that  the Member or Beneficiary is notified of such
circumstances  and  the  date  the  Benefits Council expects to render its final
decision.  If  the  decision  is  not  issued  within the prescribed period, the
appeal  shall be deemed denied.  No Member or Beneficiary shall have recourse to
courts  of law until the administrative review process set forth herein has been
completed.

                    ARTICLE XX - Limitation on Contributions

Section  20.01  -  Maximum  Annual  Additions
                   --------------------------

          (a)     The Annual Addition (as defined in subsection (c) below) for a
                      ---------------
Member  with  respect  to a Limitation Year (as defined in subsection (e) below)
shall  not  exceed  the  lesser  of  --

               (1)     $30,000  or  such  higher  annual amount specified by the
Department of the Treasury to reflect increases in the cost-of-living, effective
January  1  of  each  year;  or

               (2)     Twenty-five  percent  (25%)  of the Member's Compensation
[as  defined  in  subsection  (f)].

          (b)     (1)     If  a  Member  is,  or  was, covered under a qualified
defined  benefit plan maintained by the Company, the sum of the Member's Defined
Benefit  Fraction  and  Defined  Contribution Fraction may not exceed 1.0 in any
Limitation  Year,  for  all  Plan  Years  ending on or before December 31, 1999.

               (2)     The Defined Benefit Fraction is a fraction, the numerator
                       ----------------------------
of  which  is  the  sum  of  the  Member's  Projected  Annual Benefits under all
qualified  defined  benefit  plans (whether or not terminated) maintained by the
Company  and  the  denominator  of  which  is  the  lesser  of  --

                    (A)     1.25  times  the  dollar  limitation of Code Section
415(b)  (1)(A)  in  effect  for  each  Limitation  Year,  or

                    (B)     1.4  times the Member's average Compensation for the
three  consecutive  Plan  Years  during  which  the  Member  both  was an active
participant  in  the  Plan  and  had  the  greatest  aggregate  Compensation.

               Projected  Annual  Benefit  means the annual benefit to which the
Member  would  be  entitled  under  the  terms of a defined benefit plan, if the
Member  continued  employment  until  normal  retirement age (or current age, if
later)  and  the  Member's  Compensation  for  the Limitation Year and all other
relevant  factors  used to determine such benefit remained constant until normal
retirement  age  (or  current  age,  if  later).

               (3)     The  Defined  Contribution  Fraction  is  a fraction, the
                            -------------------------------
numerator  of  which  is the sum of the Annual Additions to the Member's account
under  all  qualified  defined  contribution  plans  (whether or not terminated)
maintained by the Company or a Commonly Controlled Entity of the Company for the
current  and all prior Limitation Years, and the denominator of which is the sum
of  the  lesser  of  the following amounts determined for such year and for each
prior  year  of  service  with  the  Company  or a Commonly Controlled Entity --

                    (A)     1.25  times  the  dollar  limitation in effect under
Code  Section  415(c)(1)(A)  for  such  year  [determined without regard to Code
Section  415(e)(6)],  or

                    (B)     1.4 times the amount which may be taken into account
under  Code  Section  415(c)(1)(B).

                    In  calculating  the Defined Contribution Fraction, the Plan
Administrator  may,  at  its  discretion,  make  the  election described in Code
Section  415(e)(6).

If  the Plan satisfied the applicable requirements of Section 415 of the Code as
in  effect  for all Limitation Years beginning before January 1, 1987, an amount
shall be subtracted from the numerator of the Defined Contribution Fraction (not
exceeding such numerator) as prescribed by the Secretary of the Treasury so that
the  sum  of  the Defined Benefit Fraction and the Defined Contribution Fraction
does  not  exceed  1.0  for  such  Limitation  Year.

          (c)     Annual  Addition  means the sum of the following amounts for a
                  ----------------
Limitation  Year  with  respect  to  each  Member  --

               (1)     Before-Tax  Matched  Contributions

               (2)     Company  Contributions

               (3)     Before-Tax  Unmatched  Contributions

               (4)     Supplemental  Contributions

               (5)     Forfeitures

               (6)     Similar  amounts  under  other  qualified  defined
contribution  plans  maintained  by  the  Company,  and

               (7)     Amounts  allocated  to  a post-retirement medical account
described  in  Code  Section  415(1)(2)  or  Code  Section  419A(d).

Annual  additions  shall include excess contributions as defined in Code Section
401(k)(8) of the Code, excess aggregate contributions as defined in Code Section
401(m)(6)(B),  and  excess  deferrals  as  described  in  Code  Section  402(g),
regardless  of  whether  such  amounts  are  distributed  or  forfeited.

Rollover  Contributions,  repaid distributions, restored forfeitures pursuant to
Section  14.01,  and  loan  payments  shall  not be treated as Annual Additions.

The  Annual  Addition  for  any Limitation Year beginning before January 1, 1987
shall  not  be  recomputed  to  treat  all  employee  contributions as an Annual
Addition.

          (d)     For  the  purpose  of  this  section,  Company shall include a
Commonly  Controlled  Entity as defined in Section 1.14, except that in applying
Section  414(b), the phrase "more than fifty percent (50%)" shall be substituted
for  the  phrase  "at  least eighty percent (80%)" each place it appears in Code
Section  1563(a)(1).

          (e)     "Limitation  Year"  means  the  Plan  Year.

          (f)     For  the  purposes  of  this  section,  "Compensation"  means
compensation  as  defined  in  Treas.  Reg.  1.415-2(d) (or any regulation which
replaces  or  supersedes  such  regulation)  for  purposes of the limitations on
benefits  and  contributions  under  qualified  plans.

          (g)     If, for any Plan Year, it is necessary to limit the allocation
of an amount to a Member's Account to comply with subsection (a), the Plan shall
limit  such  allocation  by  reducing  contributions  in  the  following order -

               (1)     first,  to  the  extent  necessary,  Supplemental
Contributions  and  any  earnings  thereon;

               (2)     second, to the extent necessary, the Before-Tax Unmatched
Contributions,  if  any,  made  on  his  behalf  and  any  earnings  thereon;

               (3)     third,  to  the  extent  necessary,  the  amount  of  the
Before-Tax  Matched  Contributions  made on his behalf and any earnings thereon.
The  Company Matching Contributions made with respect to such Before-Tax Matched
Contributions  and  any  earnings  thereon  shall be treated as though they were
forfeitures  to  the  extent necessary and as soon as administratively feasible;
and

               (4)     fourth,  to  the  extent  necessary,  other  Company  or
Commonly  Controlled  Entity  contributions  made  to  this  Plan,  or  to other
qualified  defined  contribution  plans.

If  the  limitations  of subsection (b) are exceeded, the accrued benefit of the
Member  under  the defined benefit plan shall be reduced to the extent necessary
to  satisfy  the  requirements  of  subsection  (b).

          (h)     For  any  Plan  Year  in  which  no  more  than  one-third  of
contributions  to  the Plan which are made to meet the obligations under an ESOP
Loan  are  allocated  to  Highly Compensated Employees, the dollar limitation of
(a)(1)  above  shall be increased by the lesser of the dollar amount as computed
without  regard  to  this  sentence,  or  the  amount  of  ESOP  Preferred Stock
contributed as or purchased with such contributions for such Plan Year.  For any
Plan Year in which no more than one-third of contributions to the Plan which are
made  to  meet  the  obligation  under  an  ESOP  Loan  are  allocated to Highly
Compensated Employees, the limitations of this Article XX shall not apply to any
forfeitures  of  ESOP Preferred Stock acquired with the proceeds of an ESOP Loan
or  to contributions which are used to make interest payments under an ESOP Loan
and  charged  against  a  Member's  account.

                       ARTICLE XXI - Top-Heavy Provisions

Section  21.01  -  Application  of  Top-Heavy  Provisions
                   --------------------------------------

          (a)     Except  as  provided  in  subsection  (b)(2),  if  as  of  a
Determination  Date,  the  sum  of the amount of the Section 416 Accounts of Key
Employees  and the Beneficiaries of deceased Key Employees exceeds sixty percent
(60%)  of  the  amount  of  the  Section  416  Accounts  of  all  Members  and
Beneficiaries,  the  Plan  is top-heavy and the provisions of this Article shall
become  applicable.

               If  any  individual has not received any compensation (other than
benefits  under  a plan) from the Company or a Commonly Controlled Entity of the
Company  at  any  time  during  the five-year period ending on the Determination
Date,  the  Section  416  Account of such individual or his Beneficiary shall be
excluded  from  all  computations  under this Article with respect to Plan Years
beginning  after  December  31, 1984.  However, if such an individual returns to
employment  with  the  Company  or  Commonly  Controlled Entity, his Section 416
account  shall  be included in calculations under this section.  The Section 416
Account  of  an  individual who was a Key Employee but is not a Key Employee for
the  Plan  Year  containing  the  Determination Date and the preceding four Plan
Years  or the Section 416 Account of the Beneficiary of such an individual shall
be  excluded  from  all  computations  under  this  Article.

          (b)     (1)     If  as of a Determination Date this Plan is part of an
Aggregation  Group  which  is  top-heavy,  the  provisions of this Article shall
become  applicable.  Top-heaviness  for  the purpose of this subsection shall be
determined with respect to the Aggregation Group in the same manner as described
in  subsection  (a)  except  that  if  the  Aggregation Group includes a defined
benefit  plan,  the  Section  416 Account shall include the present value of the
accrued  benefit  of  a  member  or  a  beneficiary  under  such  plan.

               (2)     If  this  Plan is top-heavy under subsection (a), but the
Aggregation  Group  is  not  top-heavy,  this  Article  shall not be applicable.

          (c)     The  Plan  Administrator shall have responsibility to make all
calculations  to  determine  whether  this  Plan  is  top-heavy.  The  Plan
Administrator  may use a method which approximates the calculations described in
Section  21.01(a)  provided  that  it mathematically proves that the Plan is not
top-heavy,  such  as  a  method  which  overstates the Section 416 Accounts with
respect  to  Key Employees and understates the Section 416 Accounts with respect
to  non-Key  Employees.

Section  21.02  -  Definitions
                   -----------

          (a)     "Aggregation  Group"  means  this  Plan  and  all  other plans
(including  a frozen plan) maintained by the Company which covers a Key Employee
or  his  Beneficiary  and  any  other  plan  which enables a plan covering a Key
Employee  or his Beneficiary to meet the requirements of Code Sections 401(a)(4)
or  410.  A  terminated plan shall be included in an Aggregation Group if it was
maintained  by  the  Company  within  the  last  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.  In addition, at
the election of the Plan Administrator, the Aggregation Group may be expanded by
the  company  if  such expanded Aggregation Group meets the requirements of Code
Sections  401(a)(4)  and  410.

          (b)     "Determination  Date"  means  the  last  day  of the Plan Year
immediately preceding the Plan Year for which top-heaviness is to be determined.

          (c)     "Key  Employee"  means  an  Employee  (or a former or deceased
Employee) who, for the Plan Year containing the Determination Date or any of the
four  preceding  Plan  Years  (including  years  before  1984),  is:

               (1)     an officer of the Company or a Commonly Controlled Entity
of  the  Company  having an annual Compensation for a Plan Year greater than one
hundred  fifty  percent  (150%)  of  the  amount  in  effect  under Code Section
415(c)(1)(A)  for  the  calendar  year  in  which  the Plan Year ends; provided,
however,  that  no  more  than  the  lesser  of  --

                    (A)     50  Employees,  or

                    (B)     the  greater  of  (i)  three  Employees  or (ii) ten
percent  (10%)  of  the  greatest  number  of  employees  of the company and its
Commonly Controlled Entities for the Plan Year containing the Determination Date
and  the  preceding  four  Plan  Years  shall  be  treated as officers, and such
officers  shall  be  those with the highest annual Compensation in the five-year
period;

               (2)     one of the ten Employees having an annual Compensation in
excess  of  the  amount in effect under Code Section 415(c)(1)(A) and owning (or
considered  as  owning  within  the  meaning of Code Section 318) both more than
one-half percent (1/2%) interest in the Company and the largest interests in the
Company;

               (3)     a  five-percent  (5%)  owner  of  the  Company;  or

               (4)     a  one-percent (1%) owner of the Company having an annual
Compensation  [as  defined  in  Section  20.01(f)]  of  more  than  $150,000.

               For the purpose of subsection (c)(1)(B)(ii), if ten percent (10%)
of  the  number of Employees is not an integer, the number shall be increased to
the  nearest  integer.  The  determination  as to whether a person is an officer
shall be made on the basis of his actual authority and duties and without regard
to  his  title.  For the purpose of subsection (c)(2), if two Employees have the
same  interest  in  the  Company,  the  Employee  having  the  greater  annual
Compensation  from  the  Company,  shall be treated as having a larger interest.
For the purpose of subsections (c) (3) and (c)(4), ownership shall be determined
in  accordance  with  Code  Section  416  (i)(1)(B)  and  (C).

          (d)     "Section  416  Account"  means  the  sum  of:

               (1)     the  amount  credited  to  a  Member's  or  Beneficiary's
Account  under  this  Plan as of the most recent Valuation Date occurring within
the  twelve  (12)  month period ending on the Determination Date (or his account
under  another  qualified  defined  contribution  plan  which  is  part  of  an
Aggregation Group) including uncontributed amounts due as of such Valuation Date
but  which  are  actually  contributed  on  or  before  the  Determination Date;

               (2)     the present value of the accrued benefit credited as of a
Determination  Date to a Member or Beneficiary under a qualified defined benefit
plan  which  is  part  of  an  Aggregation  Group;  and

               (3)     the  amount of distributions to the Member or Beneficiary
during  the  five-year  period  ending  on  the  Determination Date, including a
distribution under a terminated plan which, if it had not been terminated, would
have  been  required  to  be included in an Aggregation Group, a distribution of
Employee  contributions,  and  a  distribution  made before January 1, 1984, but
excluding  a  distribution which is a tax-free rollover contribution (or similar
transfer)  that  is not initiated by the Member or that is contributed to a plan
which  is  maintained  by  the  Company;  reduced  by  --

               (4)     the  amount  of  a  rollover  contribution  (or  similar
transfer)  which  is  accepted  by  this  Plan  (or  a  plan  forming part of an
Aggregation Group) after December 31, 1983 and which was initiated by the Member
and  derived  from a plan not maintained by the Company or a Commonly Controlled
Entity  of  the  Company,  and  the  earnings  on  such  rollover  contribution.

Section  21.03  -  Minimum  Contribution
                   ---------------------

          (a)     If  this  Plan  is  determined  to  be  top-heavy  under  the
provisions  of  Section  21.01,  with  respect  to  each Member who is not a Key
employee  and  is  an  Employee  on  the  last  day of the Plan Year, the sum of
Employer  Contributions  (other  than  Before-Tax  Contributions),  forfeitures
treated  as  Employer  Contributions  under  this  Plan, and under all qualified
defined contribution plans in the Aggregation Group shall not be less than three
percent  (3%)  of  such  Member's Compensation [as defined in Section 21.01(f)].
Notwithstanding  the provisions of Section 10.02, contributions made pursuant to
this  Section  shall  be  fully  vested at all times.  This Section shall not be
applicable  with respect to a Member who is also covered under a defined benefit
plan  maintained  by  the  Company  which provides the benefit specified by Code
Section  416(c)(1).

          (b)     The  contribution  rate  specified in subsection (a) shall not
exceed  the  percentage  at  which  Employer  Contributions  and forfeitures are
allocated under the Plan or the plans of the Aggregation Group to the account of
the Key Employee for whom such percentage is the highest for the Plan Year.  For
the  purpose  of  this subsection, the percentage for each Key Employee shall be
determined  by  dividing  the Employer Contributions and forfeitures for the Key
Employee  by  the amount of his total compensation for the year not in excess of
$200,000  [as  adjusted  by  the  Secretary  of  the Treasury under Code Section
416(d)].  This  subsection  shall  not  apply  if  this  Plan  is required to be
included  in  an  Aggregation  Group and the Plan enables a defined benefit plan
which  is part of the Aggregation Group to meet the requirements of Code Section
401(a)(4)  or  410.

Section  21.04  -  Limit  on  Annual  Additions:  Combined  Plan  Limit
                   ----------------------------------------------------

          (a)     If  this  Plan  is  determined  to  be top-heavy under Section
21.01,  Sections  20.01(b)(2)  and  (3)  of  this  Plan  shall  be  applied  by
substituting  1.0 for 1.25 for Plan Years ending on or before December 31, 1999.
The  transitional  rule  of  Code  Section  415(e)(6)(B)(i)  shall be applied by
substituting  "$41,500"  for  "$51,875".

          (b)     Subsection  (a)  shall  not  be  applicable  if  --

               (1)     Section  21.03  is  applied by substituting "four percent
(4%)"  for  "three  percent  (3%)  ",  and

               (2)     this  Plan  would  not  be  top-heavy  if "ninety percent
(90%)"  is  substituted  for  "sixty  percent  (60%)"  in  Section  21.01.

          (c)     If, but for this subsection (c), subsection (a) would begin to
apply  with  respect  to  the  Plan,  the application of subsection (a) shall be
suspended  with  respect  to  a  Member  so  long  as  there  are  --

               (1)     no  Company  contributions,  forfeitures,  or  voluntary
nondeductible  contributions  allocated  to  such  Member,  and

               (2)     no  accruals  under  a qualified defined benefit plan for
such  Member.




IN  WITNESS  WHEREOF, the Ralston Purina Company has caused these presents to be
executed by the undersigned representative of the Company generally effective as
of  the  first  day  of  January  1999,  or  as  otherwise  indicated.




                         RALSTON  PURINA  COMPANY




                         By -------------------------------------


<PAGE>
                                                                       EXHIBIT A

                                  COMPENSATION
                                  -------------


I.     ITEMS  INCLUDED  IN  COMPENSATION
       ---------------------------------

       A.     Base  Salary  and  Other  Compensation
              --------------------------------------

Benefit Earnings include base salary, overtime pay, shift differential payments,
vacation,  paid  time  off  (PTO),  and  holiday  pay.

       B.     Bonuses
              -------

             Bonuses,  including  intermediate  term  bonuses,  shall  be
             included in benefit earnings  when  paid.  Specific  inclusions
             are  the:

             Annual  Bonus  (Corporate  and  Division  annual  incentive  plans)
             Supplemental  Special  Bonus(1)
             CheckMark  Creative  Bonus
             EBC  Annual  (Special)  Bonus(2)
             Merit  (Lump  Sum)  Bonus
             Performance  Incentive  Program  (PIP)
             Sales  Incentive  Bonus
             Leveraged  Incentive  Plan  (LIP)(3)

             Deferred  bonuses  are  excluded  from  SIP.
                        -------------------

II.     ITEMS  EXCLUDED  FROM  COMPENSATION
        -----------------------------------

        Items  to  be excluded from Benefit Earnings are listed below,
        and some are more specifically  discussed  following  the  list:

        Allowances
        Company  loans  to  employees,  or  forgiveness  of  such
        indebtedness
        EBC  "Xtra"  Bonus  Awards
        Expatriation  Premium
        Grossed-up  Amounts
        Imputed  Income
        Non-recurring  Incentive  Awards
        Prizes  and  Awards
        Protein  Technologies  International,  Inc.  Key  Management  Incentive
        Plan Ralston  Purina  International  Additional  Incentive  Compensation
        Plan
        Reimbursements
        Severance  Payments
        Special  Bonus  Awards
        Stock  Options  and  Awards
        Leveraged  Incentive  Plan  Payments(4)

-----------------------------------
(1) Available  only  to  annual  bonus  plan  participants.
(2) For  service  prior  to  01/01/93,  these  awards,  previously  called
    Special Recognition  Awards,  are excluded from benefit earnings under the
    Grandfathered Eveready  Battery  Company  pension  plan  provisions.
(3) Included  in  Benefit  Earnings  for  Ralston  Purina  Company Retirement
    Plan, Ralston  Purina  Company  Supplemental  Retirement Plan, Ralston
    Company Savings Investment  Plan,  and Ralston Purina Company Executive
    Savings Investment Plan.  LIP  payments  are  not  included  in Benefit
    Earnings for life insurance or any other  plan  including  other  welfare
    plans.
(4) Leveraged  Incentive  Plan  (LIP) payments are included in Benefit Earnings
    for Ralston  Purina  Company  Retirement  Plan,  Ralston Purina Company
    Supplemental Retirement  Plan,  Ralston  Company  Savings Investment Plan,
    and Ralston Purina Company  Executive  Savings  Investment  Plan.  LIP
    payments are not included in Benefit  Earnings  for  life insurance or any
    other plan including other welfare plans.


      A.  Allowances
          ----------

          Allowances are similar to reimbursements and are excluded from Benefit
          ----------------------------------------------------------------------
          Earnings since  they represent expenses of the employee rather than
          -------------------------------------------------------------------
          compensation from the Company.  Examples  include,  but  are  not
          -----------------------------------------------------------------
          limited to:

          Automobile  Allowances
          Cost  of  Living  Adjustments
          Hiring  Packages
          Meal  Allowances
          Mortgage  Difference  Allowance
          Per  Diems
          Relocation  Allowance
          Tool  Allowance
          Trade  Class  Allowance
          Uniform  Allowance

     B.   Imputed  Income
          ---------------

          Benefit  Earnings  do  not  include  imputed  income  or  income
          related to any "non-cash"  items  provided to or used by an employee,
          including but not limited to:

          Partnership  Life  Insurance  Program
          Personal  Car  Usage
          Personal  Use  of  Company  Facilities
          Personal  Use  of  Company  Plan
          Spouse  Travel

     C.   Prizes  and  Awards
          -------------------

          Excluded  are  merchandise  awards  and  cash  awards  of a set amount
          which are granted  on  an  occasional,  non-recurring basis, such  as:

          Anniversary  and  Service  Awards
          Hospital  Audit  Program
          Merchandise  Awards
          Sales  Prizes
          Suggestion  Awards
          Safety  Awards

     D.   Reimbursements
          --------------

          Excluded  from  Benefit  Earnings are all payments to make an employee
          whole for expenses  incurred.  Examples  include, but  are not limited
          to, the following:

          Automobile  Expenses
          Financial  Planning  Reimbursements
          Memberships
          Moving  Expenses
          Executive  Health  Plan  Reimbursements
          Travel  Expenses
          Tuition  Reimbursements

     E.   Severance  Payments
          ------------------

          Payments made as part of a severance package are excluded.  Vacation
          pay or paid time  off  (PTO) paid upon termination is not considered
                                                                ---
          severance and should be included  in  Benefit Earnings.  Severance
                                  ------------------------------
          package payments, which are excluded, include,  but  are  not  limited
          to:

          Settlement  Payments
          Lump-Sum  Payments
          Separation  Pay
          Severance  Pay
          Termination  Pay
          Supplemental  Payments
          Layoff  Payments  Or  Allowance