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                                                                  EXHIBIT 10(vi)


[RALSTON PURINA COMPANY LOGO]


                                    April 6, 2001


HIGHLY CONFIDENTIAL



 DEFERRAL OF POTENTIAL AMENDED 2000 MANAGEMENT CONTINUITY SEVERANCE BENEFITS

You have been selected to be offered a First Amended Management Continuity
Agreement with the Company dated as of April 6, 2001 (the "Amended 2000 MCA").
As stated in the letter from Stan Rea, you may continue to rely on the deferral
and payment option elections you made with respect to your December 21, 2000 MCA
(the "2000 MCA"), or you may complete a new deferral election.

Our records reflect that for the 2000 MCA you elected to defer ____% of your
potential MCA Severance Benefits pursuant to a _____ year installment election.
If you wish to apply these deferral and installment elections to the MCA
Benefits payable under the Amended 2000 MCA you do not need to complete a new
election form. Rather, the earlier form will be deemed effective as of April 20,
2001.

If you wish to change these previous elections, you may elect, under the
Deferred Compensation Plan for Key Employees (the "Plan"), to defer and receive
in either five or ten year installments, 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 Amended 2000 MCA. Because you are entitled
to Severance Benefits only upon a Qualifying Termination of your employment
within [four/two] years of a Change in Control in accordance with the terms of
the Amended 2000 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 Amended 2000 MCA, in order to effect the deferral for Federal and State
income tax purposes.

Deferrals of Amended 2000 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.


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. A duplicate form is
attached for your records. As stated above, if you choose not to complete a new
form, any deferral and installment elections that you filed in conjunction with
the 2000 MCA will continue to apply to Severance Benefits payable under Article
4 of the Amended 2000 MCA and will be deemed effective as of April 20, 2001.

The deferral of Amended 2000 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
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                                                                  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
             AMENDED 2000 MANAGEMENT CONTINUITY SEVERANCE BENEFITS

  I. DEFERRAL ELECTION. Please submit my request as follows with respect to
     Severance Benefits under Article 4a & c of the First Amended Management
     Continuity Agreement dated April 6, 2001 (the "Amended 2000 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.

  NOTE: If you wish to apply your current 2000 MCA deferral and payment option
  elections to your Amended 2000 MCA Severance Benefits, then you need not
  complete this form. Rather, the earlier form will become effective as of
  April 20, 2001.

CHECK ONE BOX BELOW:

/ /   NO DEFERRAL Check here if you do not wish to defer any portion of your
                  Amended 2000 MCA Severance Benefits described in Article 4a
                  and c. Ignore items 1) and 2) and proceed to Part III below.

/ /   DEFERRAL    Check here if you wish to defer any portion of your Amended
                  2000 MCA Severance Benefits described in Article 4a and c.
                  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
Amended 2000 MCA Severance Benefits deferrals. AN INSTALLMENT FORM ELECTION
TIMELY MADE BY APRIL 20, 2001 WILL APPLY ONLY TO DISTRIBUTIONS OF AMENDED 2000
MCA SEVERANCE BENEFITS RESULTING FROM A QUALIFYING TERMINATION AS DEFINED UNDER
THE 2000 MCA.

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.