<PAGE>   1
                                                                 Exhibit 10(xii)
                                 April 20, 2001


HIGHLY CONFIDENTIAL
-------------------


   DEFERRAL OF POTENTIAL PRO-RATA EXECUTIVE INCENTIVE COMPENSATION PLAN AWARD

As a participant in the Executive Incentive Compensation Plan (EICP), you may
elect at this time to defer, with the approval of Human Resources Committee, any
pro-rata EICP 2000 intermediate incentive award (the "2000 EICP") which may be
payable to you immediately prior to the effective time of the proposed merger
with Nestle. While the full performance period of the 2000 EICP extended through
September 30, 2003, the 2000 EICP will terminate upon the closing of the
proposed merger. This pro-rata payment will be based upon performance during the
period starting October 1, 2000, through the date the merger transaction is
finalized.

This deferral election shall apply only to any pro-rata 2000 EICP payment made
as a result of the merger transaction. In the event that the merger with Nestle
should not occur, new deferral election materials will be distributed to address
the deferral of the payment which may be payable at the close of the Plan's
three-year performance period, on September 30, 2003, or earlier in accordance
with its terms.

Elections to defer must be made in advance of the determination of the amount of
the EICP award in order to effect the deferral for Federal and State income tax
purposes. (PLEASE NOTE THAT DEFERRED EICP AWARDS WILL BE SUBJECT TO MEDICARE HI
TAXES.) Deferrals of EICP awards can be made into any of the fund options
available in the Deferred Compensation Plan for Key Employees at the time of the
deferral. Please note that deferrals into the Ralston Purina Equity Option will
convert to the Prime Rate Option upon the occurrence of certain types of change
in control of the Company, including the proposed merger with Nestle. See the
enclosed Deferred Compensation Plan Prospectus and Prospectus Supplements which
detail the provisions of those fund options. You should also review Attachment
2, Factors to Consider, for additional information.

If the peer group performance described in the Plan is met during the
determination period ending on the date of the closing of the proposed merger,
the Peer Group Award becomes payable. The deferral of the Peer Group Award will
be mandated for all Plan participants into the Equity Option. A Peer Group Award
will be determined based on aggregate salary for the performance period ending
on the date of the closing of the proposed merger with Nestle.

In the event your pro-rata 2000 intermediate award is payable under the 2000
Leveraged Incentive Plan ("LIP") rather than the EICP, this deferral election
will apply to such award.

In making your election, please carefully review the attached Deferred
Compensation Plan Prospectus, Prospectus Supplements and the Factors to
Consider. Keep in mind that YOUR ELECTION TO DEFER MAY NOT BE CHANGED even if
circumstances, such as your personal financial situation, interest rates, or the
price of dividends on Ralston Common Stock change in the future.
<PAGE>   2
Deferral Of  EICP Award
April 20, 2001
Page Two


NO COMPANY MATCH IN THE DEFERRED COMPENSATION PLAN WILL BE PROVIDED FOR ANY EICP
AWARD DEFERRAL.
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REQUEST FOR DEFERRAL
--------------------

PLEASE RETURN ONE COPY OF THE ELECTION FORM (ATTACHMENT 3) BY APRIL 30, 2001,
WHETHER OR NOT YOU WISH TO REQUEST A DEFERRAL. A duplicate form is attached for
your records. Your election must be received by the Compensation Department no
later than April 30, 2001 or you will not be eligible to defer any EICP award.
The deferral of the EICP award is at the discretion of the Human Resources
Committee and is subject to its approval.

Please note that if you choose to defer your potential award to retirement, it
will be paid out in a lump sum unless you have filed a timely election to
receive payments under the Deferred Compensation Plan in the form of five or ten
year installments.

If you have any questions, please call me at 314-982-2325 or Pat Robbins at
314-982-5889.



                                                    Ron Sheban - 1A


Enclosures
<PAGE>   3
April 20, 2001               FACTORS TO CONSIDER                    Attachment 2

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 cash. At that time, amounts received will be taxed as
ordinary income in the year received. If you are subject to the income tax laws
of a foreign country, you should consult your personal tax advisor regarding the
proper tax treatment.

The IRS may challenge a deferral of income if the timing of the deferral
election does not satisfy certain IRS criteria. In such event, the IRS may deem
the entire EICP Award to have been constructively received and subject to income
taxes at the time the award became payable.

All wages, without limit, and whether or not deferred, are subject to the
Medicare Hospital Insurance (HI) Tax of 1.45% (a component of FICA). Since
deferred compensation is subject to the HI Tax, THE HI TAX ATTRIBUTABLE TO ANY
PORTION OF THE EICP AWARD YOU ELECT TO DEFER WILL BE WITHHELD FROM THE PAYCHECK
NEXT FOLLOWING THE DATE OF THE CREDITING OF YOUR DEFERRAL. (A deferred EICP
award is also subject to Social Security withholding to the extent the Social
Security taxable wage base has not been satisfied at the time the award is
earned).

The Purina Retirement Plan definition of "final average earnings" includes
deferred compensation. Therefore, under the terms of that plan, your pension
will be calculated to include both deferred and non-deferred EICP awards,
subject to the overall IRS plan compensation limit of $170,000 and other IRS
limits. Both deferred and non-deferred EICP awards are also included in the
definition of "final average earnings" for purposes of the Supplemental
Retirement Plan (SERP), if you are eligible to participate in that Plan.
Additionally, under the terms of the SERP, any EICP awards paid or deferred
during a short calendar year in which occurs your termination of employment or
retirement, will be credited for purpose of the definition of "final average
earnings", as though the award were earned during the immediately preceding
completed calendar year of employment.

If you are a participant in the Savings Investment Plan (SIP) or the Executive
SIP (EXSIP), EICP awards voluntarily deferred will not be included in your
compensation for purposes of computing your SIP or EXSIP contribution or the
Company matching contribution. Please note, however, that SIP contributions are
deducted from the Short-Term Prime Rate cash payment of short-term deferrals
made in January to active participants. The EXSIP takes into account any
compensation that is subject to a MANDATED deferral by the Company.

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 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. DEFERRALS INTO THE
RALSTON PURINA EQUITY OPTION WILL CONVERT TO THE PRIME RATE OPTION UPON THE
OCCURRENCE OF A CHANGE IN CONTROL OF THE COMPANY, AS DEFINED IN THE DEFERRED
COMPENSATION PLAN FOR KEY EMPLOYEES. THE NESTLE MERGER, AS PROPOSED, CONSTITUTES
A CHANGE IN CONTROL UNDER THE TERMS OF THE PLAN.

The Prime Rate Option will credit interest equivalents on your deferred amounts
daily based on the average of the close of business prime rates. These
equivalents may vary substantially depending on changes in interest rates.
<PAGE>   4
FACTORS TO CONSIDER
PAGE 2
APRIL 20, 2001


The Vanguard measurement funds offer flexibility and generally mirror the SIP
funds. For the Measurement Fund options, deferred amounts will earn returns
(which may be positive or negative) as if they had invested at the net asset
value (net of investment advisory fees) of the investment funds on which the
measurement is based. 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. Again, consider all the factors above before
selecting a deferral into one of these funds.

Any Peer Group award will be mandatorily deferred into the Equity Option, which
will then be transferred to the Prime Rate Option at the time of the merger with
Nestle or upon certain other types of change in control. Transfers are available
to any of the funds (other than Peer Group award deferrals until after a change
in control). Transfers can be made by contacting Clark/Bardes Consulting,
Compensation Resource Group (CRG) at 1-800-405-0911.

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 ten-year period 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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<PAGE>   5
        EXECUTIVE INCENTIVE COMPENSATION PLAN (EICP) 2000 PRO-RATA AWARD
APRIL 20, 2001                  DEFERRAL ELECTION                   ATTACHMENT 3

Please submit my request as follows with respect to the Executive Incentive
Compensation Plan (EICP) 2000 pro-rata award which may become payable to me as a
result of the closing of the proposed merger with Nestle:
CHECK ONE BOX BELOW:

[ ] NO DEFERRAL       Check here if you do not wish to defer any portion of any
                      pro-rata EICP cash incentive award. Ignore items 1) 2)
                      and 3) and proceed to bottom section.

[ ] DEFERRAL          Check here if you wish to defer any portion of any
                      pro-rata EICP cash incentive award. Complete items 1)
                      2) and 3) and the bottom section.

      1)   FILL IN ONE BLANK ONLY:

           Defer          %  OR
                 ---------

           Defer all up to $                     OR
                            -------------------

           Defer all in excess of $
                                   -------------------------

    2)     I elect to receive ______% of my EICP deferral amount as a short-term
           payout in January of the first calendar year following the effective
           date of the deferral (e.g. January, 2002 if the pro-rata payment is
           awarded in calendar year 2001) with interest calculated under the
           terms of the Prime Rate Option, PAYABLE IN LUMP SUM. IF YOU CHOOSE TO
           DEFER 100% OF YOUR ELIGIBLE EICP AWARD SHORT-TERM, DO NOT COMPLETE
           ITEM #3.

           I elect to receive _____% of my EICP deferral amount as an
           intermediate-term payout in the January following, _____ years
           (minimum of 3) from the date the deferral is effected. For example,
           if the merger with Nestle occurs by December 31, 2001, you may
           receive payment as early as January, 2005. Such amount shall be
           PAYABLE IN LUMP SUM ONLY.

           I elect to receive _____% of my EICP deferral amount as a retirement
           payment.

    3)     Please allocate the amount indicated in item 1) above to the
           following account(s):
<TABLE>
<CAPTION>

           <S>                                           <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          100%
                                                         ______
</TABLE>

*NOTE: DEFERRALS INTO THE RALSTON PURINA EQUITY OPTION WILL CONVERT TO THE PRIME
RATE OPTION UPON THE OCCURRENCE OF A CHANGE IN CONTROL OF THE COMPANY, AS
DEFINED IN THE DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES. THE PROPOSED MERGER
WITH NESTLE WOULD CONSTITUTE SUCH A CHANGE IN CONTROL.

    THERE IS NO COMPANY MATCH IN THE DEFERRED COMPENSATION PLAN ON ANY EICP
                                   DEFERRALS


I UNDERSTAND THAT ANY DECISION REGARDING ANY PRO-RATA 2000 EICP CASH INCENTIVE
AWARD RESULTING FROM THE PROPOSED MERGER THAT MAY BE PAID TO ME OR DEFERRED FOR
FUTURE PAYMENT IS AT THE DISCRETION OF THE HUMAN RESOURCES COMMITTEE. I FURTHER
UNDERSTAND THAT AN ELECTION TO DEFER, ONCE MADE, IS IRREVOCABLE.

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Social Security Number                Signature

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Today's Date                          Name (Type or Print)

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Department                            Office Location                  Extension

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Home Street Address                   City              State           Zip Code

              RETURN TO COMPENSATION DEPARTMENT - 1A, ST. LOUIS, MO
                          NO LATER THAN APRIL 30, 2001