2000 RESTRICTED STOCK AWARD AGREEMENT

Ralston  Purina  Company  ("Company"), pursuant to its 1999 Incentive Stock Plan
("Plan"),  grants  to W. Patrick McGinnis ("Recipient") a Restricted Stock Award
of  600,000  shares of its $.10 par value Common Stock.  The Award is subject to
the  provisions  of  the  Plan and to the following terms and conditions of this
Agreement:

1.     Delivery
       --------

       A  share  certificate  for  this  Award  ("Certificate"),  with a legend
       restricting  transfer  as  set  forth  below,  will  be issued by the
       Company to Recipient upon Recipient's delivering to the Company a signed
       acknowledgment and acceptance  of the Award.  Upon lapse of the
       restrictions described below, a new non-legended certificate,
       representing  the  shares  released  from  such restrictions, will be
       issued and delivered to Recipient upon surrender of the Certificate.

2.     Restrictions
       ------------

       The shares are subject to restrictions which shall be released on
       November 16, 2005.  Except as otherwise provided herein, neither the
       shares nor any ownership interest therein may be sold, pledged,
       transferred or otherwise disposed  of  prior  to  November 16, 2005.

3.     Acceleration
       ------------

       All  shares will be immediately released from restrictions in the event
       of:

       a)  A  Change  in  Control;
       b)  Death  of  Recipient;
       c)  Declaration  by  the  Committee  of the total and permanent
           disability of Recipient;  or
       d)  The involuntary termination of employment of Recipient, other than
           a Termination for Cause or involuntary termination of Recipient
           upon the occurrence of any of the events set forth in Sections
           IV.A. 3 or 4 of the Plan.  For purposes of this Agreement,
           involuntary  termination  shall include (i) Recipient's involuntary
           termination  of  employment  with  the  Company  or an Affiliate
           which  employs  Recipient; or (ii) the sale or other disposition of
           a majority of the stock or assets of an Affiliate which employs
           Recipient.  In no event  shall transfers of employment between the
           Company  and  any  of its Affiliates,  or the creation of a class
           of stock of the Company which tracks the performance of an
           Affiliate, be deemed to constitute an involuntary termination
           of employment.

4.     Forfeiture
       ----------

       All  rights  in  and  to any and all shares granted pursuant to this
       Award which have not otherwise been released from the restrictions
       described herein shall be forfeited upon (i) the Recipient's voluntary
       termination of employment with the Company or its Affiliates prior to
       November 16, 2005; (ii) the Recipient's Termination for Cause; or
       (iii) the occurrence of any of the events set forth in Sections IV.A. 3
       or  4  of  the  Plan.

5.     Shareholder  Rights
       -------------------

       Recipient  shall  be  entitled, prior to the release of restrictions as
       set forth  above,  to  all  shareholder  rights  except  the  right to
       sell, pledge, transfer  or  otherwise  dispose  of  the  shares, and
       except that all dividends declared  and paid with respect to restricted
       shares will be held by the Company in a tax-deferred account until
       release  of restrictions.  Interest will be credited to the account
       at the end of the quarter following the payment of a dividend into the
       account  and quarterly thereafter on the full amount in the account
       until the account is distributed.  Interest shall be calculated at a
       rate equal to the average of the daily close of business prime rates
       for the quarter, as such prime rates are established by Morgan
       Guaranty Trust Company of New  York, or such other bank as may be
       designated by the Human Resources Committee of the Board of Directors
       of the Company ("Committee").  On the date on which restrictions are
       released, all dividends and interest accrued to that date with respect
       to the shares on which the restrictions are released will be payable to
       Recipient.  In the event that the restrictions are not released and
       the award is forfeited pursuant to Paragraph 4 above, Recipient shall
       not be entitled to receive any dividends and interest which may have
       accrued with respect to the shares so forfeited, unless approved by
       the  Committee.

6.     Covenant  Not  to  Compete
       --------------------------

       Recipient  agrees that, for a period of five years after a Change in
       Control, he will not engage in competition with the Company or its
       Affiliates, or any successors thereto, with respect to any business
       conducted by the Company or its Affiliates immediately prior to
       such Change in Control.

7.     Definitions
       -----------

       Unless otherwise defined herein, capitalized terms shall have the
       meaning defined  in  the  Plan.

       "Beneficial Ownership" shall mean "beneficial ownership" as defined
        in Rule 13d-3 promulgated under Section 13(d) of the Securities
        Exchange Act of 1934.

       "Change in Control" shall mean (i) an acquisition by any Person,
        or by a Person and its Affiliates, of the Beneficial Ownership of
        fifty percent (50%) or more of the then outstanding Common Stock of
        the Company (other than acquisitions by the  Company, an Affiliate
        of  the Company, or any trustee or other fiduciary holding the
        Company's Common Stock pursuant to the terms of any Company benefit
        plan or grantor trust established by the Company in connection with its
        obligations under any Company benefit plan or plans); or (ii) such a
        change in the membership of the Board of Directors of the Company
        that Continuing Directors shall have ceased (for any reason) to
        constitute at least a majority of the Board.

        "Continuing  Director" shall  mean a member of the Board of Directors
         as of the date of this Agreement, 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.

        "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.

<PAGE>

8.     Effective  Date
       ---------------

       This Award shall be deemed to be effective November 16, 2000.

                              RALSTON  PURINA  COMPANY


                              By: /s/ S. M. Rea
                                  -----------------------------------
                                  S. M. Rea
                                  Vice  President  and  General  Counsel

ACKNOWLEDGED  AND  ACCEPTED:


/s/ W. P. McGinnis
--------------------------------
Recipient

Date:  December 20, 2000
       --------------------------