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                                                                 EXHIBIT 10(iii)


                FIRST AMENDED MANAGEMENT CONTINUITY AGREEMENT


FIRST AMENDED MANAGEMENT CONTINUITY AGREEMENT by and between Ralston Purina
Company ("Ralston"), a Missouri corporation, and __________ (the "Executive").

                                   WITNESSETH:

WHEREAS, the Board of Directors, as defined herein, in action taken at its
meeting held on November 16, 2000 authorized Ralston to enter into Management
Continuity Agreements dated December 21, 2000 (the "2000 MCA") with certain key
executives of Ralston, including the Executive; and

WHEREAS, the Board of Directors, in action taken at its meeting held on January
15, 2001 has authorized Ralston to enter into a First Amended Management
Continuity Agreement (the "Agreement") with the Executive; and

WHEREAS, the Board of Directors believes it is imperative, in the event of an
attempted Change in Control, as defined herein, that certain key executives
continue employment with Ralston or one of its Affiliates, and that Ralston be
able to receive and rely upon the advice of such executives on the best
interests of Ralston and its shareholders, without concern that the executives
may be distracted by uncertainties as to their own position or security; and

WHEREAS, the Executive is a key executive of Ralston and has been selected by
the Board of Directors to be offered this Agreement; and

WHEREAS, the Board of Directors believes that the payments which may be made
under this Agreement constitute additional reasonable compensation for services
to be rendered by the Executive in connection with a Change in Control;

NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, Ralston and the Executive amend the 2000 MCA and agree
as follows:

ARTICLE 1.  DEFINITIONS:  For purposes of this Agreement, the following terms
shall have the meanings set forth below:

a.    AFFILIATE:  An Affiliate shall mean any Person who, directly or
      indirectly or through one or more intermediaries, Controls another
      Person, is Controlled by another Person, or is under common Control
      with another Person.

b.    BASE COMPENSATION:  The Base Compensation shall mean the sum of:
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      (i) the Executive's monthly gross salary, whether paid or deferred, for
      the last full month preceding the Executive's Qualifying Termination or
      for the last full month preceding the Change in Control, whichever is
      greater;

      (ii) a one (1) month portion (as if earned ratably over the relevant
      period) of the Executive's most recent annual (or, if applicable, pro rata
      portion of the annual) bonus, whether paid or deferred, preceding the
      Executive's Qualifying Termination or the Change in Control, whichever is
      greater; and

      (iii) the greater of the following:

            (A) a one (1) month portion (as if earned ratably over the relevant
            period) of the Executive's bonus award (base and peer group award,
            if applicable) most recently made at the end of the full term of an
            Incentive Plan prior to a Change in Control, whether paid or
            deferred;
      or
            (B) a one (1) month portion (as if earned ratably over the relevant
            period) of any amounts attributable to the Executive under all of
            the Incentive Plans in effect at the time of the Change in Control,
            calculated through the last full month preceding the Change in
            Control or, if applicable, preceding the Executive's Qualifying
            Termination, whichever is greater.

c.    BENEFICIAL OWNERSHIP:  Beneficial Ownership shall mean "beneficial
      ownership" as defined in Rule 13d-3 promulgated under Section 13(d) of
      the Exchange Act.

d.    BOARD OF DIRECTORS:  The Board of Directors shall mean the Board of
      Directors of Ralston.

e.    BUYER: A Person which, alone or with its Affiliates, purchases the
      business or businesses of Ralston and its Affiliates in a transaction
      or transactions described in Article 2(c).

f.    CHANGE IN CONTROL:  A Change in Control shall mean an occurrence set
      forth in Article 2.

g.    CODE:  The Code shall mean the Internal Revenue Code of 1986, as
      amended.

h.    COMMON STOCK: Common Stock shall mean the $.10 par value common stock of
      Ralston, and such other Ralston voting stock that may be issued, prior to
      a Change in Control, in lieu of, or in addition to, the Common Stock, as a
      result of (i) a merger or consolidation of Ralston, (ii) the creation of a
      class or classes of tracking stock, or (iii) the reclassification of any
      of the foregoing.


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i.    CONTINUING DIRECTOR:  A Continuing Director shall mean a member of the
      Board of Directors as of the date hereof, and any other director who
      was appointed or nominated for election to the Board of Directors by a
      majority of the Continuing Directors then in office.

j.    CONTROL:  Control (including the terms "controlling", "controlled by"
      and "under common control with") shall mean the possession of a power,
      directly or indirectly, whether through ownership of securities, by
      contract or otherwise:

      (i) to elect a majority of the Board of Directors of a Person; or

      (ii) to direct the business, management and policies of a Person or direct
           the sale of a substantial portion of its assets.

k.    DISABILITY:  A Disability shall mean a condition where the Executive
      suffers a complete inability to perform the Executive's work
      assignments because of injury or sickness, and such inability is
      expected to continue indefinitely.  To determine Disability, Ralston
      shall rely on a determination with respect to disability of the
      Executive made under the Purina Benefit Association Long Term
      Disability Plan or any successor disability plan.  If no such
      determination has been made within seven (7) months after the
      Executive's last day worked, or if the Executive is not enrolled in any
      such Long Term Disability Plan, the determination shall be made by a
      licensed physician jointly selected by Ralston and the Executive.  Fees
      and expenses of any physician, and all costs of examinations of the
      Executive, shall be paid by Ralston.

l.    DISCOUNT RATE:  The Discount Rate shall mean the "applicable interest
      rate" (and the mortality tables, if applicable) prescribed under
      Section 417(e)(3) of the Code at the time of the Executive's Qualifying
      Termination.

m.    EXCHANGE ACT:  The Exchange Act shall mean the Securities Exchange Act
      of 1934, as amended.

n.    GROUP:  A Group shall mean "group" as defined in Section 13(d)(3) of
      the Exchange Act.

o.    INCENTIVE PLAN: An Incentive Plan shall mean any cash bonus plan with a
      term of more than two (2) years but less than five (5) years, including
      the 1996, 1998 and 2000 Leveraged Incentive Plans (whether or not subject
      to the terms of the Ralston Purina Company Executive Incentive
      Compensation Plan) and all similar plans adopted during the term of this
      Agreement.

p.    PAYMENT PERIOD:  The Payment Period shall mean the period commencing
      with the first day of the month following the month in which a
      Qualifying Termination occurs and continuing for twenty-four (24)
      months thereafter.


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q.    PERSON: Person shall mean any natural person, firm, individual, company,
      corporation, partnership, joint venture, joint stock company, limited
      liability company, business trust, trust, association or any other
      business organization or entity, whether incorporated or unincorporated,
      or any division thereof.

r.    QUALIFYING TERMINATION: A Qualifying Termination shall mean the
      Executive's termination of employment, within two (2) years after a Change
      in Control, from Ralston, a Buyer or an Affiliate or a Successor of the
      foregoing; provided that, a Qualifying Termination shall not be deemed to
      occur on account of:

        (i)    the Executive's transfer of employment at any time during the
               term of this Agreement between any two Persons comprised of
               Ralston or its Successor, and any of their Affiliates, provided
               that, upon such a transfer after a Change in Control, the
               Executive has Substantially the Same Employment after such
               transfer as immediately prior to the Change in Control; or

        (ii)   the Executive's being employed by a Buyer or any Affiliate or
               Successor of such Buyer, in connection with a Change in Control
               described in Article 2(c), provided that, during the term of this
               Agreement, the Executive has Substantially the Same Employment as
               immediately prior to the Change in Control; or

        (iii)  the Executive's death; or

        (iv)   the Executive's voluntary termination of employment with Ralston,
               a Buyer or an Affiliate or Successor of the foregoing within two
               (2) years after such Change in Control, if the Executive has, at
               all times, Substantially the Same Employment as immediately prior
               to the Change in Control.

      It is expressly understood that Executive shall in no event be deemed to
      have waived his or her right to Severance Benefits under Article 4 of this
      Agreement if Executive remains employed during or after a time during
      which he or she ceased to have Substantially the Same Employment after a
      Change in Control, as long as the Executive incurs a termination of
      employment within two (2) years after such Change in Control and such
      termination of employment is not a termination as described in Article 1
      r. (i), (ii) or (iii).

s.    RETIREMENT PLAN:  The Retirement Plan shall mean the Ralston Purina
      Retirement Plan, as amended, or any successor retirement plan adopted
      by Ralston.

t.    SPIN-OFF:  A Spin-off shall mean a spin-off, reverse spin-off or
      similar type of transaction, including a management-led leveraged
      buyout, resulting in the


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      disposition to Ralston's shareholders, or to a management-led leveraged
      buyout group, of all or substantially all of the stock and/or assets of
      any business conducted by Ralston and/or its Affiliates.

u.    SUBSTANTIALLY THE SAME EMPLOYMENT:  Substantially the Same Employment
      shall mean employment where there is, at all times during the period of
      up to two (2) years after a Change in Control compared to immediately
      prior to a Change in Control:

            (i)   no reduction in the Executive's base salary and no less than
                  such annual increases in the Executive's base salary as were
                  customary with respect to the Executive prior to the Change in
                  Control; and

            (ii)  no reduction in the annual bonus award opportunity below the
                  performance target applicable to the Executive, for both
                  personal and company or business unit performance, unless a
                  substantially equivalent arrangement (embodied in an ongoing
                  substitute or alternative annual bonus award plan) has been
                  made with respect to such annual bonus award, and such
                  arrangement provides benefits not materially less favorable to
                  the Executive (both in terms of the amount of benefits
                  provided and the level of the Executive's participation
                  relative to other participants); and

            (iii) no substantial reduction in Executive's participation in any
                  executive incentive compensation plans in which Executive
                  participated immediately before the Change in Control,
                  including but not limited to the Ralston Purina Company
                  Executive Incentive Compensation Plan, any Incentive Plan, and
                  the 1988, 1996 and 1999 Ralston Purina Company Incentive Stock
                  Plans (or any substitute or successor plans adopted prior to
                  the Change in Control), unless a substantially equivalent
                  arrangement (embodied in an ongoing substitute or alternative
                  plan) has been made with respect to such executive incentive
                  compensation plans, and such arrangement provides benefits not
                  materially less favorable to the Executive (both in terms of
                  the amount of benefits provided and the level of the
                  Executive's participation relative to other participants); and

            (iv)  no substantial reduction in employee pension benefits
                  (including plans qualified under Section 401(a) of the Code
                  and non-qualified plans) and welfare and fringe benefits
                  applicable to the Executive, so that the benefit programs for
                  which the Executive is eligible are, in the aggregate,
                  substantially equivalent; and


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            (v)   no reduction of a substantial nature in the Executive's duties
                  or responsibilities, or assignment of new duties inconsistent
                  with the Executive's skills, education and experience; and

            (vi)  no substantial reduction in the Executive's access to
                  administrative support services; and

            (vii) no requirement that any of the Executive's offices be located
                  more than fifty (50) miles from the location of such offices
                  immediately prior to a Change in Control; and

            (viii)no increase in the Executive's required business travel away
                  from any of his or her offices that would be substantially
                  inconsistent with the Executive's business travel obligations
                  immediately prior to a Change in Control.

v.    SUCCESSOR: A Successor shall mean (i) the continuing, surviving or
      successor Person which is created, or remains in existence, upon the
      merger or consolidation of two Persons; or (ii) a Person which otherwise
      succeeds (by operation of law, contract or otherwise) to the rights,
      duties or interests of another Person.

w.    SUPPLEMENTAL PLAN:  The Supplemental Plan shall mean the Ralston Purina
      Supplemental Retirement Plan, as amended, or any successor supplemental
      retirement plan adopted by Ralston.

ARTICLE 2.  CHANGE IN CONTROL:  A Change in Control will occur if there is:

      a.    Such a change in the membership of the Board of Directors that
            Continuing Directors shall have ceased (for any reason) to
            constitute at least a majority of the Board of Directors; or

      b.    An acquisition by any Person or Group, or by a Person and its
            Affiliates or by a Group and Affiliates of members of such Group, of
            the Beneficial Ownership of fifty percent (50%) or more of the
            then-outstanding Common Stock of Ralston (other than acquisitions by
            Ralston, a Ralston Affiliate, or any trustee or other fiduciary
            holding Ralston Common Stock pursuant to the terms of any Ralston
            benefit plan); or

      c.    Either of the following: (i) a sale of all or substantially all
            of the assets of Ralston in a transaction subject to the
            provisions of Section 351.400 Revised Statutes of Missouri; or
            (ii) a sale or other disposition to a Person or a Group, or to a
            Person and its Affiliates or to a Group and Affiliates of members
            of such Group, (excluding a sale or disposition to an Affiliate
            or Affiliates of Ralston), of all or substantially all of the
            assets of those businesses of Ralston and its Affiliates which,
            in the aggregate, accounted


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            for (as of the end of the fiscal quarter ending coincident with or
            immediately preceding such sale) all or substantially all of
            Ralston's operating profit; or

      d.    A merger, share exchange, reorganization or consolidation of
            Ralston with any other Person other than an Affiliate of Ralston
            (a "Business Combination"), unless the voting power of the Common
            Stock outstanding immediately before such Business Combination
            continues to represent, immediately following such Business
            Combination (either by remaining outstanding or by being
            converted into voting securities of the Person surviving after
            such Business Combination or its Affiliate), more than 50% of the
            combined voting power of the then-outstanding voting securities
            of such surviving Person (or its Affiliate) including (if
            applicable) Ralston; or

      e.    A finding by a majority of the Continuing Directors that a sale,
            disposition, merger or other transaction or event designated by such
            Continuing Directors in their sole discretion shall, under this
            Agreement, constitute a Change in Control with respect to the
            Executive.

      Notwithstanding the foregoing, in no event shall a Spin-off be deemed to
      constitute a Change in Control.

ARTICLE 3. OPERATION OF AGREEMENT: This Agreement shall not create any
obligation on the part of Ralston or its Affiliates, or the Executive, to
continue the Executive's employment relationship. Anything in this Agreement to
the contrary notwithstanding, the Executive shall not be entitled to Severance
Benefits, as defined below, under this Agreement unless and until there has been
a Change in Control and the Executive has had a Qualifying Termination. Except
as hereinafter provided, this Agreement shall not affect any other benefit
program (as such programs may be amended) applicable to the Executive; provided,
that, by execution of this Agreement, the Executive hereby waives any and all
claims to benefits under any termination or severance plan or similar severance
arrangement offered by Ralston or its Affiliates to all or some of their
employees during the term of this Agreement, that would otherwise be payable to
the Executive on account of, or coincident with, a Change in Control and
termination of employment.

ARTICLE 4. SEVERANCE BENEFITS: If the Executive remains in the employ of Ralston
or one of its Affiliates until a Change in Control has occurred, then upon the
Executive's Qualifying Termination within two (2) years after a Change in
Control, the Executive shall be entitled to the following benefits ("Severance
Benefits"), subject to withholding of any federal, state or local taxes which,
in the opinion of counsel for the payor of the Severance Benefits, are required
to be withheld, and further subject to Article 5 of this Agreement:


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a. Payment in a lump sum in cash, within sixty (60) days of the Executive's
   Qualifying Termination, of an amount equal to the Executive's Base
   Compensation multiplied by twenty-four (24); and

b. Continuation, from the date of the Executive's Qualifying Termination and
   continuing during the Payment Period, of life, health, accident, disability
   and fringe benefits no less favorable than those provided to the Executive
   under life, health, accident, disability and fringe benefit plans and
   programs in effect immediately prior to the Change in Control (including, but
   not limited to, the Partnership Life Plan, Split Dollar Second to Die
   Program, Executive Life Plan, Purina Health Care Plan, Executive Health Plan,
   Voluntary Personal Accident Plan, Long Term Disability Plan, Executive Long
   Term Disability Plan, Financial Planning Program, Morgan Online Program,
   Group Personal Excess Liability Plan, Company Car Program and the Company Car
   Allowance Program), subject to all terms and conditions of such plans
   immediately prior to such Change in Control including, but not limited to,
   provisions regarding the extent and duration of spouse and dependent
   coverage, and subject to payment of premiums, if any, charged at rates no
   greater than those paid by active employees under the rate structure in
   effect immediately prior to the Change in Control; and further provided, that
   such health benefits shall not terminate at the end of the Payment Period but
   shall continue for the lifetime of the Executive and, with respect to the
   Executive's spouse and dependents, for such period provided under the
   aforesaid provisions regarding the extent and duration of spouse and
   dependent coverage, and subject to payment of premiums charged at rates no
   greater than those paid by active employees under the rate structure in
   effect immediately prior to the Change in Control; and

c. Payment in a lump sum in cash, within sixty (60) days of the Executive's
   Qualifying Termination, of the present value (calculated as of the date of
   the Qualifying Termination using the Discount Rate) of an annuity amount
   determined as the difference between (A) and (B), where (A) is the dollar
   value of the actual benefits (payable in the form of a single life annuity
   with 60 monthly payments guaranteed), if any, to which the Executive, or the
   Executive's beneficiary, is entitled under the Retirement Plan and the
   Supplemental Plan (excluding amounts accrued in the PensionPlus Match Account
   in the Retirement Plan) as of the Qualifying Termination Date; and where (B)
   is the dollar value of the benefits (payable in the form of a single life
   annuity with 60 monthly payments guaranteed), if any, under the Retirement
   Plan and the Supplemental Plan (excluding amounts accrued in the aforesaid
   PensionPlus Match Account) which the Executive, or the Executive's
   beneficiary, would have been entitled to receive as of the end of the
   applicable Payment Period if the Executive had remained employed by Ralston
   or one of its Affiliates during the applicable Payment Period at a
   compensation level equal to the Executive's Base Compensation. In calculating
   the lump sum payable as of the date of the Qualifying Termination, this
   annuity amount (determined as the difference between (A) and (B) above) is
   assumed to be payable to the Executive in the form of a single life annuity


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   with 60 monthly payments guaranteed commencing on the date of the Qualifying
   Termination; and

d. If the Executive, at the time of the Qualifying Termination, is at least 48
   years old but not yet age 55, monthly payments equal in amount to those the
   Executive would be entitled to receive pursuant to the Retirement Plan and
   the Supplemental Plan (excluding amounts accrued in the PensionPlus Match
   Account) if paid in the form of a single life annuity. The payments shall be
   calculated as if the Executive were age 55 but with years of service equal to
   the Executive's "credited service" (as defined in the Retirement Plan) as of
   the Qualifying Termination. Such payments shall commence upon the first day
   of the month following the later to occur of the Qualifying Termination or
   the attainment of age 50, and shall be paid to the Executive (or his or her
   beneficiary designated under Article 6) until the date the Executive attains
   or would have attained age 55. Alternatively, if the Executive is eligible to
   receive benefits from the Retirement Plan (other than the PensionPlus Match
   Account benefits) in the form of a lump sum, the Executive may elect to
   receive a lump sum equal to the present value, calculated using the Discount
   Rate, of the monthly benefits provided for in this Article 4(d); and

e. During the Payment Period, the Executive may request in writing, and the
   Company shall at its expense engage within a reasonable time following such
   written request, an outplacement counseling service of national reputation to
   assist the Executive in obtaining employment. The Executive shall be entitled
   to outplacement services which are customary for someone in the Executive's
   position.

ARTICLE 5.  EXCISE TAXES AND GROSS-UP PAYMENT:

a. Anything in this Agreement to the contrary notwithstanding, and except as set
   forth below, in the event it shall be determined under the provisions of
   Article 5(b) that any payment or distribution by Ralston, a Buyer, or any
   Successor or Affiliate of the foregoing ("Payor"), to or for the benefit of
   the Executive (whether paid or payable or distributed or distributable
   pursuant to the terms of this Agreement or otherwise, including without
   limitation any other plan, arrangement or agreement with such Payor, and
   including a determination (i) with regard to the value of any accelerated
   vesting of stock awards or other forms of compensation, if such vesting
   occurs as a result of a Change in Control; but (ii) without regard to any
   additional payments required under this Article 5) (a "Payment") would be
   subject to the excise tax imposed by Section 4999 of the Code, or any
   interest or penalties are incurred by the Executive with respect to such
   excise tax (such excise tax, together with any such interest and penalties,
   are hereinafter collectively referred to as the "Excise Tax"), then the
   Executive shall be entitled to receive an additional payment (a "Gross-Up
   Payment"). This Gross-Up Payment shall be equal to an amount such that, after
   payment by the Executive of all taxes (including any interest or penalties
   imposed with respect to such taxes), including, without limitation, (i) any
   income and FICA taxes (and any interest and penalties imposed with respect
   thereto) and (ii) Excise Tax


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   imposed upon the Gross-Up Payment, the Executive retains an amount of the
   Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Ralston's
   obligation to make Gross-Up Payments under this Article 5(a) shall not be
   conditioned upon the Executive's Qualifying Termination of Employment. For
   purposes of determining the amount of the Gross-Up Payment, the Executive
   shall be deemed to pay federal income taxes at the highest marginal rate of
   federal income taxation in the calendar year in which the Gross-Up Payment is
   to be made, and state and local income taxes at the highest marginal rate of
   taxation in either the state and locality of the Executive's place of
   employment at the time of the Change in Control or in the state and locality
   of residence at the time or times of payment, as applicable, net of the
   maximum reduction in federal income taxes that could be obtained from the
   deduction of the state and local taxes.

   Notwithstanding the foregoing provisions of this Article 5(a), if it shall be
   determined that the Executive is entitled to a Gross-Up Payment, but that the
   Payments do not exceed 110 percent of the greatest amount (the "Reduced
   Amount") that could be paid to the Executive such that the receipt of
   Payments would not give rise to any Excise Tax, then no Gross-Up Payment
   shall be made to the Executive, and the Payments, in the aggregate, shall be
   reduced to the Reduced Amount. The reduction of the amounts payable
   hereunder, if applicable, shall be made by first reducing the payments under
   Article 4(a) hereof, and in any event shall be made in such a manner as to
   maximize the value of all Payments actually made to the Executive. For
   purposes of reducing the payments to the Reduced Amount, only amounts payable
   under this Agreement (and no other Payments) shall be reduced. If the
   reduction of amounts payable under this Agreement would not result in the
   payment of the Reduced Amount, no amounts payable under this Agreement shall
   be reduced.

b. Ralston shall provide written notice to the Executive with respect to each
   Payment promptly after it occurs, setting forth the nature of such Payment.
   Subject to the provisions of Article 5(c), all determinations required to be
   made under this Article 5, including whether and when a Gross-Up Payment is
   required and the amount of such Gross-Up Payment and the assumptions to be
   utilized in arriving at such determination, shall be made by a nationally
   recognized certified public accounting firm as may be designated by the
   Executive (the "Accounting Firm"). Within 15 days after the Accounting Firm
   has been notified by the Executive or Ralston that a Payment has occurred,
   the Accounting Firm shall provide detailed supporting calculations with
   respect to such Payment both to Ralston and the Executive. All fees and
   expenses of the Accounting Firm shall be borne solely by Ralston. Any
   Gross-Up Payment, as determined pursuant to this Article 5, shall be paid by
   Ralston to the Executive within five days of the receipt of the Accounting
   Firm's determination. Any determination by the Accounting Firm shall be
   binding upon Ralston and the Executive. As a result of any uncertainty in the
   application of Section 4999 of the Code at the time of the initial
   determination by the Accounting Firm hereunder, it is possible that Gross-Up
   Payments which will not have been made by Ralston should have been made
   ("Underpayment"), consistent with the calculations required to be


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   made hereunder. In the event that Ralston exhausts its remedies pursuant to
   Article 5(c) and the Executive thereafter is required to make a payment of
   any Excise Tax, the Accounting Firm shall determine the amount of the
   Underpayment that has occurred and any such Underpayment shall be promptly
   paid by Ralston to or for the benefit of the Executive.

c. The Executive shall notify Ralston in writing of any written communication
   from the Internal Revenue Service or other taxing authority concerning the
   Gross-Up Payment or other matters arising under this Agreement. Such
   notification shall be given as soon as practicable but no later than ten
   business days after the Executive receives such written communication and
   shall apprise Ralston of the content of such communication. Failure to give
   timely notice shall not be deemed to prejudice the Executive's rights to
   Gross-Up Payment and rights of indemnity hereunder. The Executive shall not
   pay any claim pursuant to such written communication prior to the expiration
   of the 30-day period following the date on which the Executive gives such
   notice to Ralston (or such shorter period ending on the date that any payment
   of taxes with respect to such claim is due). If Ralston notifies the
   Executive in writing prior to the expiration of such period that it desires
   to contest such claim, the Executive shall (i) give Ralston any information
   reasonably requested by Ralston relating to such claim, (ii) take such action
   in connection with contesting such claim as Ralston shall reasonably request
   in writing from time to time, including, without limitation, accepting legal
   representation with respect to such claim by an attorney reasonably selected
   by Ralston, (iii) cooperate with Ralston in good faith in order to
   effectively contest such claim, and (iv) permit Ralston to participate in any
   proceedings relating to such claim; provided, however, that Ralston shall
   bear and pay directly all costs and expenses (including additional interest
   and penalties) incurred in connection with such contest and shall indemnify
   and hold the Executive harmless, such that after payment by the Executive of
   any and all income taxes, Excise Taxes and FICA taxes (including any interest
   and penalties imposed with respect thereto) ("Taxes") that may be imposed as
   a result of such representation and payment of costs and expenses by Ralston,
   the Executive retains an amount equal to such Taxes. Without limitation on
   the foregoing provisions of this Article 5(c), Ralston shall control all
   proceedings taken in connection with such contest and, at its sole option,
   may pursue or forgo any and all administrative appeals, proceedings, hearings
   and conferences with the taxing authority in respect of such claim and may,
   at its sole option, either direct the Executive to pay Taxes claimed and sue
   for a refund or contest the claim in any permissible manner, and the
   Executive agrees to prosecute such contest to a determination before any
   administrative tribunal, in a court of initial jurisdiction and in one or
   more appellate courts, as Ralston shall determine; provided, however, that if
   Ralston directs the Executive to pay such claim and sue for a refund, Ralston
   shall advance the amount of such payment to the Executive, on an
   interest-free basis, and shall indemnify and hold the Executive harmless such
   that, after payment by the Executive of Taxes imposed with respect to such
   advance or with respect to any imputed income with respect to such advance,
   the Executive retains an amount equal to such Taxes. Furthermore, Ralston's
   control of the contest shall be limited to issues


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   with respect to which a Gross-Up Payment would be payable hereunder and the
   Executive shall be entitled to settle or contest, as the case may be, any
   other issue raised by the Internal Revenue Service or any other taxing
   authority unrelated to the subject matter of this Agreement.

d. If, after the receipt by the Executive of an amount advanced by Ralston
   pursuant to Article 5(c), the Executive becomes entitled to receive any
   refund with respect to such claim, the Executive shall (subject to Ralston's
   complying with the requirements of Article 5(c)) promptly pay to Ralston the
   amount of such refund (together with any interest paid or credited thereon
   after Taxes applicable thereto). If, after the receipt by the Executive of an
   amount advanced by Ralston pursuant to Article 5(c), a determination is made
   that the Executive shall not be entitled to any refund with respect to such
   claim and Ralston does not notify the Executive in writing of its intent to
   contest such denial of refund prior to the expiration of 30 days after such
   determination, then such advance shall be deemed to be a part of the Gross-Up
   Payment and shall not be required to be repaid.

ARTICLE 6. DESIGNATED BENEFICIARY: The Executive, by notice in accordance with
Article 12 hereof, may designate a beneficiary or contingent beneficiaries to
receive the Severance Benefits described in Article 4 and the Gross-Up Payment
described in Article 5 in the event of the Executive's death following the
Executive's Qualifying Termination but prior to payment in full by Ralston, its
Successor or assigns. The Executive may, from time to time, revoke or change any
such designation of beneficiary. Any designation of beneficiary made pursuant to
this Agreement shall be controlling over any other designation made by the
Executive, testamentary or otherwise; provided, that if Ralston shall be in
doubt as to the right of a beneficiary to receive payments, it may determine in
its sole discretion to pay such amounts to the legal representative of the
Executive's estate.

ARTICLE 7. EARLY SEPARATION: In the event that, prior to a Change in Control,
the Executive executes a separation agreement with Ralston or any of its
Affiliates during the term of this Agreement which, by its terms, specifically
addresses issues related to the Executive's termination of employment and
benefits to be paid upon such termination, all of the Executive's rights, claims
and entitlements under this Agreement shall terminate even if, under the terms
of such separation agreement, the Executive remains employed by Ralston or one
of its Affiliates for a period of time after execution of such separation
agreement.

ARTICLE 8. RESTRICTIONS: The Executive agrees, as a condition of receiving the
Severance Benefits described under Article 4 or the Gross-Up Payment described
under Article 5, that during the Payment Period, the Executive will not, as an
individual or as a partner, employee, agent, advisor, consultant or in any other
capacity of or to any person, firm, corporation or other entity (excluding
Ralston, a Buyer, or a Successor or Affiliate of the foregoing), directly or
indirectly, other than as a 2% or less shareholder of a publicly traded
corporation, do any of the following:


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      (a) carry on any business, or become involved in any business activity,
which is competitive with the business conducted by Ralston or an Affiliate
immediately prior to a Change in Control; or

      (b) induce or attempt to induce, or assist anyone else to induce or
attempt to induce, any customer of Ralston to discontinue its business with
Ralston or disclose to anyone else any confidential information relating to the
identities, preferences, and/or requirements of any such customer.

      The Executive agrees (i) that the restraints contained in this Article 8,
both separately and in total, are reasonable in view of the legitimate interests
of Ralston in protecting its trade secret information and business
relationships; and (ii) to disclose to any potential future employer during the
Payment Period, the terms of the restrictions against competition contained in
this Article 8.

      If any provision or subpart of this Article 8 is adjudicated to be invalid
or unenforceable under applicable law, the validity or enforceability of the
remaining provisions and subparts shall be unaffected. If any provision or
subpart of this Article 8 is adjudicated to be invalid or unenforceable because
it is overbroad or unreasonable, that provision or subpart shall not be void but
rather shall be limited to the extent required to make it reasonable and shall
be enforced as so limited.

      In the event of a breach of this Article 8, Ralston (i) shall have no
further liability for any of the Severance Benefits described in Article 4 and
the Gross-Up Payment described in Article 5 that have not been paid as of the
date of the breach, or (ii) shall be entitled, in addition to any other legal or
equitable remedies it may have, to temporary, preliminary and permanent
injunctive relief restraining such breach.

ARTICLE 9. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of,
and be binding upon, Ralston and its Successors. Ralston may not assign this
Agreement without the Executive's prior written consent. Ralston will require
any Person to which it assigns this Agreement to assume expressly the Agreement
and agree to perform this Agreement in the same manner and to the same extent
that Ralston would be required to perform it if no such assignment had taken
place. No assignment of this Agreement shall relieve Ralston from liability for
any of its obligations hereunder, and in the event of any such assignment,
Ralston or its Successor shall continue to remain primarily liable for payment
of the Severance Benefits described in Article 4 and the Gross-Up Payment in
Article 5 and for the performance and observance of the agreements provided
herein to be performed and observed by Ralston. The Executive shall have no
right to transfer or assign the right to receive any Severance Benefits under
Article 4 and the Gross-Up Payment under Article 5 of this Agreement, except as
permitted under Article 6.

ARTICLE 10.  COSTS:  Irrespective of the success of the Executive's claim,
Ralston will reimburse the Executive, or the legal representative of the
Executive's estate, for reasonable attorney's fees and costs in the event
that the Executive brings legal action to


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enforce payment by Ralston, its Affiliates or assigns, or any Successors to any
of the foregoing, of the Severance Benefits described in Article 4 and the
Gross-Up Payment under Article 5 (plus interest at the applicable federal rate
provided for in Section 7872(f)(2) of the Code on payments of such Severance
Benefits and the Gross-Up Payment due but not timely made).

ARTICLE 11.  TERM OF AGREEMENT:  This Agreement shall expire upon the
earliest of the following to occur:

      (a) five (5) years from its effective date, unless extended by the Board
      of Directors on or before such expiration date;

      (b) if a determination of the Executive's Disability is made before a
      Change in Control while this Agreement is in effect, the day following
      such determination; or

      (c) if the Executive ceases to be employed with Ralston and any of its
      Affiliates prior to a Change in Control, the last day of such employment;
      provided that, if the Executive and Ralston or one of its Affiliates
      enters into a separation agreement as described in Article 7 while this
      Agreement is in effect, the effective date of such separation agreement.

After the expiration of this Agreement, the Executive shall have no rights to
any Severance Benefits described in Article 4 and the Gross-Up Payment described
in Article 5; provided however, if a Change in Control occurs prior to the
expiration of this Agreement, then the Executive shall be entitled to the
Gross-Up Payment described in Article 5 and, upon a subsequent Qualifying
Termination, Severance Benefits described in Article 4, and the term of this
Agreement shall be extended until the latest to occur of the following: (a) the
expiration of the Payment Period; (b) if the Executive is eligible for monthly
payments pursuant to Article 4(d), the date of the final payment thereunder; (c)
the date of the final Gross-Up Payment due under Article 5; or (d) the
expiration of the period for which health benefits are to be provided under
Article 4(b).

ARTICLE 12.  NOTICE:  Any notice or other communication required or permitted
hereunder is deemed delivered when delivered in person; on the next business
day when sent by an overnight delivery service; or on the third business day
when sent by U.S. mail service, as follows:

TO RALSTON:                  Corporate Secretary
                             Ralston Purina Company
                             Checkerboard Square
                             St. Louis, MO  63164


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<PAGE>   15
TO THE EXECUTIVE:            ________________________
                             ________________________
                             ________________________

ARTICLE 13. VENUE: ANY ACTION OR LEGAL PROCEEDING TO ENFORCE PAYMENT OF
SEVERANCE BENEFITS DESCRIBED IN ARTICLE 4 OR COMPLIANCE WITH THE COVENANTS
CONTAINED IN ARTICLES 5 OR 8 OF THIS AGREEMENT SHALL BE BROUGHT IN A FEDERAL OR
STATE COURT LOCATED WITHIN THE EASTERN DISTRICT OF MISSOURI, AND THE PARTIES TO
THIS AGREEMENT CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURT.

ARTICLE 14.  MISSOURI LAW TO GOVERN:  This Agreement shall be governed by the
laws of the State of Missouri without regard to its conflict of laws
provisions.

ARTICLE 15. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes and replaces any previous management continuity agreement or any
employment contract (oral or written) between Ralston and the Executive relating
to severance payments after a Change in Control, and upon the execution of this
Agreement, both parties agree that any prior agreement or employment contract
covering severance payments (or other severance-type payments) after a Change in
Control shall be considered null and void and of no further effect.

IN WITNESS WHEREOF, Ralston and the Executive have executed this Agreement
effective as of the 6th day of April, 2001.


ATTEST:                                   RALSTON PURINA COMPANY


_________________________                 ____________________________________
Nancy E. Hamilton                         S. M. Rea
VP & Corporate Secretary                  Vice President and General Counsel

WITNESS:

_________________________                 ____________________________________


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