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                                                                EXHIBIT 10(viii)


[RALSTON PURINA COMPANY LOGO]



                                  April 6, 2001



HIGHLY CONFIDENTIAL


       DEFERRAL OF POTENTIAL 2001 MANAGEMENT CONTINUITY SEVERANCE BENEFITS

You have been selected to be offered a Management Continuity Agreement with the
Company dated as of April 6, 2001 (the "2001 MCA"). In connection with this 2001
MCA, you may elect, under the Deferred Compensation Plan for Key Employees (the
"Plan"), to defer, subject to the approval of the Human Resources Committee of
the Board, any lump sum Severance Benefits payable under Article 4, paragraphs a
and c of the 2001 MCA. Because you are entitled to Severance Benefits only upon
a Qualifying Termination of your employment within two years of a Change in
Control in accordance with the terms of the 2001 MCA, a deferral of such
Severance Benefits can only be given effect if a valid aged deferral election
AND a valid aged installment payment election are in place at the time Severance
Benefits become payable.

Elections to defer and receive installment payments must be made sufficiently in
advance of a Change in Control and a Qualifying Termination, as defined under
the 2001 MCA, in order to effect the deferral for Federal and State income tax
purposes.

Deferrals of 2001 MCA Severance Benefits can be made into such Deferral Options
(as defined in the Plan) as are available under the Plan at the time of your
Qualifying Termination after a Change in Control. Please see the enclosed
Factors to Consider (Attachment 1) for further information regarding the Plan
and your deferral opportunity. The Deferred Compensation Plan Prospectus and
Prospectus Supplements (Attachment 2) summarize the provisions of the Plan and
the Deferral Options.

PLEASE NOTE THAT NO COMPANY MATCH WILL BE PROVIDED TO ANY SEVERANCE BENEFITS
DEFERRALS.

You currently ____________ installment election on file with respect to payments
from the Deferred Compensation Plan. If you choose to defer your 2001 MCA
Severance Benefits, you must make an installment election in the Payment
Election section of the enclosed Deferral Election Form by April 20, 2001.


Checkerboard Square
St. Louis, Missouri 63164-0001
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April 6, 2001
Page 2


REQUEST FOR DEFERRAL

PLEASE RETURN ONE COPY OF THE DEFERRAL ELECTION FORM (ATTACHMENT 3) AS SOON AS
POSSIBLE, BUT IN ANY EVENT NO LATER THAN APRIL 20, 2001 WHETHER OR NOT YOU WISH
TO REQUEST A DEFERRAL. A duplicate form is attached for your records.

The deferral of 2001 MCA Severance Benefits is at the discretion of Human
Resources Committee of the Board of Directors and is subject to the Committee's
approval.

If you have any questions, please call me at extension 2325 or Pat Robbins at
extension 5889.




                                   Ron Sheban


Attachments
<PAGE>   3
                                                                    Attachment 1
                               FACTORS TO CONSIDER

Under current Federal and state income tax laws, you will not be taxed on any
deferral amounts or any earnings on those deferral amounts until you actually
receive payments of such amounts, as long as elections to defer are made in a
timely fashion. Deferred amounts are taxed as ordinary income in the year
received.

The IRS may challenge a deferral of income if the timing of the deferral and
payment form elections does not satisfy certain IRS criteria. In such event, the
IRS may deem the entire 2001 MCA Severance Benefit to have been constructively
received and subject to income taxes at the time the Benefits became payable
under the 2001 MCA Agreement upon a Change in Control and Qualifying Termination
of Employment.

All wages, without limit, and whether or not deferred, are subject when earned
to Social Security (to the extent the taxable wage base has not been attained),
and to the Medicare Hospital Insurance (HI) Tax of 1.45%. To the extent
necessary to satisfy these FICA withholding requirements, a portion of the
deferred 2001 MCA Severance Benefits may, instead, be paid to you and subject to
Federal, state, and local taxes, as applicable. All required withholding would
first be taken out of any nondeferred 2001 MCA Severance Benefits, or your first
installment payment of 2001 MCA Severance Benefits from the Deferred
Compensation Plan.

2001 MCA Severance Benefits, whether paid or deferred, are not Benefit Earnings
for purposes of Ralston Purina Company benefit plans.

Note that upon the occurrence of a change in control of the Company, as defined
in the Deferred Compensation Plan for Key Employees, the Ralston Purina Equity
Option will cease, no new deferrals into this Option (including the 2001 MCA
deferrals governed by this election) will be accepted, and all existing
deferrals in the Ralston Purina Equity Option will be transferred to the Prime
Rate Option. In evaluating the Ralston Purina Equity Option, consider the length
of time your investment in stock equivalents subjects your deferral to market
risks. Also consider, in the event the merger with Nestle does not occur,
long-range economic and political conditions, the prospects of the business
underlying the stock, and whether the Company will be willing and able to
declare and pay dividends to create dividend equivalents.

The Prime Rate Option will credit interest equivalents on your deferred amounts
annually based on the average of the daily close of business prime rates. These
equivalents may vary substantially from year to year depending on changes in
interest rates.

For the Measurement Fund Options, deferred amounts will earn returns (which may
be positive or negative) as if they had been invested at the net asset value
(net of investment advisory fees) of the investment funds on which the
measurement is based. Note that these funds are used for measurement purposes
only. Your account will be credited with investment returns based on these funds
but will be reflected as a bookkeeping entry only and will not represent an
actual investment made on your behalf.

The Deferral Options offered under the Deferred Compensation Plan for Key
Employees may be added or deleted as the Human Resources Committee of the Board
of Directors, or its delegee, may from time to time determine. After a change in
control of the Company, changes in Deferral Options must conform to certain
investment guidelines set forth in the Prospectus Supplement dated January 30,
2001.

Participants in the Plan are permitted to transfer any amounts credited to an
account under the Prime Rate Option or any Measurement Fund Option on a daily
basis to any other deferral options offered under the Plan. Participants may
also transfer, on a daily basis, any amounts which have been deferred under
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the Ralston Purina Equity Option for at least one year; subject to the
elimination of the Equity Option as described above. In such event, any existing
Equity Option deferrals transferred to the Prime Rate Option shall become
immediately transferable to any other deferral options then existing under the
Plan.

Benefits under the Deferred Compensation Plan for Key Employees are unfunded. In
considering the options, you should note that your right to receive
distributions from the Plan is that of a general creditor of Ralston Purina
Company.

The Pension Source Act prohibits a state from taxing installment payments made
over a period of at least ten years to a former resident who is residing in a
non income tax bearing state at the time the installment payments are made.

Consider your deferral participation carefully and consult your personal advisor
if you have any questions. Please refer to the enclosed Deferred Compensation
Plan Prospectus and Prospectus Supplements dated December 1, 2000, January 30,
2001 and March 30, 2001 for more details. Your election to defer may not be
changed for any reason.
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APRIL 6, 2001              DEFERRAL ELECTION
                              ATTACHMENT 3
                2001 MANAGEMENT CONTINUITY SEVERANCE BENEFITS

I.  DEFERRAL ELECTION. Please submit my request as follows with respect to
    Severance Benefits under Article 4a & c of the 2001 Management Continuity
    Agreement dated April 6, 2001 (the "2001 MCA") that may be paid to me upon a
    Qualifying Termination following a Change in Control. I understand that an
    election to defer, once made, is IRREVOCABLE, and is subject to Human
    Resources Committee approval.

CHECK ONE BOX BELOW:

/ /   NO DEFERRAL Check here if you do not wish to defer any portion
                  of your 2001 MCA Severance Benefits. Ignore items 1) and 2)
                  and proceed to Part III below.

/ /   DEFERRAL    Check here if you wish to defer any portion of your
                  2001 MCA Severance Benefits. Complete items 1) and 2) and the
                  bottom section. NOTE: THIS DEFERRAL ELECTION WILL BE GIVEN
                  EFFECT ONLY IF A VALID INSTALLMENT PAYMENT OPTION ELECTION IS
                  ALSO IN PLACE. (SEE PART II, PAYMENT ELECTION, BELOW.)

                  1)  FILL IN ONE BLANK ONLY:

                     Defer_____% OR Defer all up to $________________
                     OR Defer all in excess of $___________________

                  2) PLEASE ALLOCATE THE AMOUNT INDICATED IN ITEM 1) ABOVE IN
                     WHOLE PERCENTAGE INCREMENTS TO THE FOLLOWING ACCOUNT(S):

<TABLE>
<S>                                   <C>          <C>                                                  <C>
/ /   Ralston Purina Equity Option*   _______%     / /  Vanguard International Growth Fund              _______%
/ /   Prime Rate Option               _______%     / /  Vanguard LifeStrategy Income Fund               _______%
/ /   Vanguard Wellington Fund        _______%     / /  Vanguard LifeStrategy Conservative Growth Fund  _______%
/ /   Vanguard 500 Index Fund         _______%     / /  Vanguard LifeStrategy Moderate Growth Fund      _______%
/ /   Vanguard Windsor II Fund        _______%     / /  Vanguard LifeStrategy Growth Fund               _______%
/ /   Vanguard Small-Cap Index Fund   _______%     / /                                                  _______%

                                                                                                 TOTAL    100%
                                                                                                        _______
</TABLE>

* Will convert to Prime Rate Option upon the occurrence of a change in control
of the Company, as defined in the Deferred Compensation Plan for Key Employees.

        - THERE IS NO COMPANY MATCH ON ANY SEVERANCE BENEFITS DEFERRAL -
--------------------------------------------------------------------------------

II. PAYMENT ELECTION.

CHECK ONE BOX BELOW TO SELECT A PAYMENT OPTION. The election made below will
apply only to distributions from the Deferred Compensation Plan attributable to
2001 MCA Severance Benefits deferrals. AN INSTALLMENT FORM ELECTION WILL APPLY
ONLY TO DISTRIBUTIONS OF 2001 MCA SEVERANCE BENEFITS RESULTING FROM A QUALIFYING
TERMINATION AS DEFINED UNDER THE 2001 MCA, THAT IS TIMELY MADE BY APRIL 20,
2001.

CHECK ONE:   / /  5 ANNUAL INSTALLMENTS             / /  10 ANNUAL INSTALLMENTS

III.

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Social Security Number                      Signature

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Today's Date                                Name (Type or Print)

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Division                                    Department                  Location

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Home Street Address                         City            State            Zip


THIS FORM MUST BE RETURNED TO COMPENSATION DEPARTMENT - 1A NO LATER THAN APRIL
20, 2001.