EXHIBIT

                                                      Amended September 26, 1996


                             RALSTON PURINA COMPANY

                  Deferred Compensation Plan for Key Employees


                             1.  GENERAL PROVISIONS

1.1  Purpose of Plan

     The purpose of the Plan is to enhance the profitability and value of the
Company for the benefit of its shareholders by providing a supplemental
retirement program to attract, retain and motivate a select group of key
employees who make important contributions to the success of the Company.

1.2  Definitions

          (a)  "Acquiring Person" means any person or group of Affiliates or
          Associates who is or becomes the beneficial owner, directly or
          indirectly, of shares representing 20% or more of the total votes of
          the outstanding stock entitled to vote at a meeting of shareholders.

          (b)  "Acceleration of Payment" means the expiration of the period
          during which Ralston Purina Company has the right to cure, but fails
          to cure, a default in its obligation to fund a grantor trust
          established pursuant to a Trust Agreement dated as of September 15,
          1994, between Ralston Purina Company and Wachovia Bank of North
          Carolina, N.A.  Upon the occurrence of an Acceleration of Payment, the
          time of payment of all remaining benefits to Participants and
          Beneficiaries under the Plan shall be accelerated and benefit shall be
          paid in lump sum form, in cash or stock as applicable, as soon as
          practicable after the effective date of the Acceleration of Payment.
          Such Acceleration of Payment shall occur under the Plan irrespective
          of any action, or intent to take action, by Ralston Purina Company.

          (c)  "Administrator" means Wachovia Bank of North Carolina, N.A. or
               its successor.

          (d)  "Affiliate" or "Associate" shall have the meanings set forth in
          Rule 12b-2 of the General Rules and Regulations under the Securities
          Exchange Act of 1934, as amended.

          (e)  "Beneficial Owner" shall mean a person who shall be deemed to
          have acquired "beneficial ownership" of, or to "beneficially own", any
          securities:

          (i.)      which such person or any of such person's Affiliates or
                    Associates beneficially owns, directly or indirectly;

          (ii.)     which such person or any of such person's Affiliates or
                    Associates has (A) the right to acquire (whether such right
                    is exercisable immediately or only after the passage of
                    time) pursuant to any agreement, arrangement or
                    understanding (other than customary agreements with and
                    between underwriters and selling group members with respect
                    to a bona fide public offering of securities), or upon the
                    exercise of currently exercisable conversion or exchange
                    rights, warrants or options, or otherwise; provided,
                    however, that a person shall not be deemed the Beneficial
                    Owner of, or to beneficially own, securities tendered
                    pursuant to a tender or exchange offer made by or on behalf
                    of such person or any of such person's Affiliates or
                    Associates until such tendered securities are accepted for
                    purchase or exchange; or (B) the right to vote pursuant to
                    any agreement, arrangement or understanding; provided,
                    however, that a person shall not be deemed the Beneficial
                    Owner of, or to beneficially own, any security if the
                    agreement, arrangement or understanding to vote such
                    security (1) arises solely from a revocable proxy or consent
                    given to such person in response to a public proxy or
                    consent solicitation made pursuant to, and in accordance
                    with, the applicable rules and regulations promulgated under
                    the Exchange Act and (2) is not also then reportable on
                    Schedule 13D under the Exchange Act (or any comparable or
                    successor report); or

          (iii.)    which are beneficially owned, directly or indirectly, by any
                    other person with which such person or any of such person's
                    Affiliates or Associates has any agreement, arrangement or
                    understanding (other than customary agreements with and
                    between underwriters and selling group members with respect
                    to a bona fide public offering of securities) for the
                    purpose of acquiring, holding, voting or disposing of any
                    securities of Company.

               Notwithstanding anything in this definition of "Beneficial Owner"
               to the contrary, the phrase "then outstanding", when used with
               reference to a person's beneficial ownership of securities of
               Company, shall mean the number of such securities then issued and
               outstanding together with the number of such securities not then
               actually issued and outstanding which such person would be deemed
               to own beneficially hereunder.

          (f)  "Beneficiary" means the person or persons (including legal
          entities) who have been designated in accordance with Section 3.2
          hereof to receive benefits under this Plan following a Participant's
          death.

          (g)  "Change of Control" shall mean the time when (A) any Acquiring
          person, either individually or together with such person's Affiliates
          or Associates, shall have become the Beneficial Owner, directly or
          indirectly, of more than 20% of the total votes of the outstanding
          stock of Ralston Purina Company; (B) individuals who shall qualify as
          Continuing Directors shall have ceased for any reason to constitute at
          least a majority of the Board of Directors of Ralston Purina Company;
          or (C) a majority of the individuals who shall qualify as Continuing
          Directors shall approve a declaration that a Change of Control has
          occurred.

          (h)  "Committee" means the Human Resources Committee of the Board of
          Directors of Ralston Purina Company or any successor to such
          Committee.

          (i)  "Company" means Ralston Purina Company and its subsidiaries and
          affiliates.

          (j)  "Compensation" means all or any part of any cash or other
          consideration to be paid to an Employee for services rendered or to be
          rendered to the Company.

          (k)  "Continuing Director" means any member of the Board of Directors
          of Ralston Purina Company, while such person is a member of such
          Board, who is not an Affiliate or Associate of an Acquiring Person or
          of any such Acquiring Person's Affiliate or Associate and was a member
          of such Board prior to the time when such Acquiring Person became an
          Acquiring Person, and any successor of a Continuing Director, while
          such successor is a member of such Board, who is not an Acquiring
          Person or an Affiliate or Associate of an Acquiring Person or a
          representative or nominee of an Acquiring Person or of any Affiliate
          or Associate of such Acquiring Person and is recommended or elected to
          succeed the Continuing Director by a majority of the Continuing
          Directors.

          (l)  "Corporate Compensation Department" means the Corporate
          Compensation Department of Ralston Purina Company or any successor
          department or individual performing the same functions.

          (m)  "Date of Crediting" means, with respect to any Compensation
          deferred pursuant to the Plan, the first day of November of the year
          during which such Compensation would otherwise be paid to a
          Participant, provided, however, with respect to the deferral of
          special, not annual, bonuses which are not paid at the same time as
          annual bonuses and which are deferred pursuant to the Plan, Date of
          Crediting shall mean the date on which such Compensation would
          otherwise be paid to a Participant.

          (n)  "Employee" means any regular employee of the Company.

          (o)  "Market Value" means, in the case of any class or series of
          Stock, the average of the closing prices of such class or series as
          reported by the New York Stock Exchange - Composite Transactions
          during the ten (10) trading days immediately preceding the date in
          question, or, if the class or series of Stock is not quoted on such
          composite tape or if such class or series is not listed on such
          exchange, on the principal United States securities exchange
          registered under the Securities Exchange Act of 1934, as amended, on
          which the class or series of Stock is listed, or if the class or
          series is not listed on any such exchange, the average of the closing
          bid quotations with respect to a share of the class or series of Stock
          during the ten (10) days immediately preceding the date in question on
          the NASDAQ Stock Market National Market System or any system then in
          use, or if no such quotations are available, the fair market value on
          the date in question of a share of the class or series of Stock as
          determined by a majority of the Continuing Directors in good faith.

          (p)  "Participant" means any Employee who participates in the Plan.

          (q)  "Plan" means the Deferred Compensation Plan for Key Employees, as
               amended.

          (r)  "Plan Administrator" means Wachovia Bank of North Carolina, N. A.
          or its successor.

          (s)  "Retirement" means an Employee's voluntary or involuntary
          termination of employment with the Company following attainment of age
          55.

          (t)  "Stock" means shares of the Company's common stock, par value
          $.10 per share, which consists of shares of a class of common stock
          designated as Ralston Common Stock ("RAL Stock") or any such other
          security outstanding upon the reclassification or redesignation of the
          Company's RAL Stock or any other outstanding class or series of common
          stock, including, without limitation, any stock split-up, stock
          dividend, creation of tracking stock, or other distributions of stock
          in respect of stock, or any reverse stock split-up, or
          recapitalization of the Company or any merger or consolidation of the
          Company with any Affiliate, or any other transaction, whether or not
          with or into or otherwise involving an Acquiring Person.

          (u)  "Termination for Cause" means a Participant's termination of
          employment with the Company because the Participant willfully engaged
          in gross misconduct; provided, however, that a "Termination for Cause"
          shall not include a termination attributable to:
          (I.)      poor work performance, bad judgment or negligence on the
                    part of the Participant; or

          (ii.)     an act or omission reasonably believed by the Participant in
                    good faith to have been in or not opposed to the best
                    interests of his employer and reasonably believed by the
                    Participant to be lawful.

     (v)  "Year" means calendar year unless otherwise specified.


1.3  Eligibility and Participation

     Any Employee who is entitled to Compensation, and who is permitted to
     request the deferral of such Compensation by the Committee, is eligible to
     participate in the Plan.  An eligible Employee becomes a Participant in
     this Plan upon the effective date of an agreement executed by the parties
     pursuant to Section 2.1(c).

1.4  Approval of Deferrals and Administration of the Plan

     The Committee shall have full power and sole discretion to designate or
     approve Employees eligible to participate in the Plan; to designate types
     of Compensation which may be deferred; to approve or disapprove eligible
     Employees' requests for deferral into or under any option; and to impose on
     any deferral any terms and conditions in addition to those set forth in the
     Plan.

     The Plan Administrator shall administer the Plan and, in connection
     therewith, shall have full power and sole discretion to construe and
     interpret the Plan; to establish rules and regulations; to delegate
     responsibilities to others to assist it in administering the Plan or
     performing any responsibilities hereunder; and to perform all other acts it
     believes reasonable and proper in connection with the administration of the
     Plan.

1.5  Power to Amend

     The power to amend, modify or terminate this Plan at any time is reserved
     to the Committee except that the Chief Executive Officer of the Company may
     make amendments to resolve ambiguities, supply omissions and cure defects,
     and may make any amendments deemed necessary or desirable to comply with
     federal tax law or regulations to avoid loss of qualification or adverse
     tax consequences, and any other amendments deemed necessary or desirable,
     which shall be reported to the Committee.  Notwithstanding the foregoing,
     no amendment, modification or termination which would reasonably be
     considered to be adverse to a Participant or Beneficiary may apply to or
     affect the terms of any deferral of Compensation that was approved prior to
     the effective date of such amendment, modification or termination, without
     the consent of the Participant or Beneficiary affected thereby.

                              2.  DEFERRAL OPTIONS

2.1  Terms and Conditions

          (a)  Deferral options available - The options for deferral of

          Compensation offered under this Plan shall consist of the Equity
          Option, the Variable Interest Option and such other options as the
          Committee may from time to time determine.  Prior to commencement of
          employment, or with respect to existing Employees, on or before
          December 31 of the Year prior to the Year in which any such
          Compensation will be earned, an eligible Employee may request in
          writing that the Committee approve a deferral either into or under any
          single deferral option provided under this Plan, or any combination
          thereof.  The Committee, in its sole discretion, may permit amounts
          deferred by an eligible Employee pursuant to any other deferred
          compensation program of the Company to be converted into any deferral
          option provided under this Plan.

          Participants in this Plan shall be permitted twice each calendar year,
          in such manner and at such time as may be determined by the Plan
          Administrator, to transfer any amounts which have been deferred for at
          least one year (other than Company Matching Deferrals, as hereinafter
          defined) in an account credited with Stock equivalents (a "Stock
          Equivalent Account") or a Deferred Cash Account established pursuant
          to the Variable Interest Option, as the case may be, to any other
          account established pursuant to the Equity Option or the Variable
          Interest Option.  Company Matching Deferrals may not be transferred
          from the Stock Equivalent Account to which they are originally
          credited.

          (b)  Source of terms and conditions - Any deferral under the Plan

          shall be subject to the provisions of the Plan, any other conditions
          imposed by law, and the terms of any award of Compensation.  Approval
          of a deferral of Compensation shall in no event constitute a waiver by
          the Company of any conditions to the receipt of such Compensation.

          (c)  Written agreement - Every deferral that is approved by the

          Committee shall be made pursuant to a written agreement signed by the
          Participant and the Company.  Any modi

2.2  Equity Option

          (a)  Stock equivalents - Upon approval of a deferral in the Equity

          Option, a "Stock Equivalent Account" shall be established in the
          Participant's name.  Stock equivalents and fractions thereof shall be
          credited to such Stock Equivalent Account in an amount determined by
          dividing the amount of Compensation to be deferred in each such
          account by the Market Value of the relevant Stock on the Date of
          Crediting.  Upon the occurrence of any stock split-up, stock dividend,
          issuance of any tracking stock, combination or reclassification with
          respect to any outstanding series or class of Stock, or consolidation,
          merger or sale of all or substantially all of the assets of the
          Company, the number of Stock equivalents in each Stock Equivalent
          Account shall, to the extent appropriate, be adjusted accordingly.

          (b)  Company Matching Deferral - The Chief Executive Officer may, in

          his or her sole discretion, determine that the additional matching
          deferral described in this Section 2.2 (b) shall be made with respect
          to Participant deferrals in any specific fiscal year of the Company.
          Absent such determination with respect to any such fiscal year
          deferrals, no Participant shall be entitled to the additional matching
          deferrals described herein.  Upon such determination by the Chief
          Executive Officer and upon a deferral into the Equity Option and the
          associated crediting of Stock equivalents, to a Participant's
          appropriate Stock Equivalent Account, the Company shall credit each
          such Stock Equivalent Account, on the same Date of Crediting, with
          additional Stock equivalents, equal to a percentage (as determined by
          the Chief Executive Officer) of the Compensation being deferred at
          that time into each such Stock Equivalent Account divided by the
          Market Value of the relevant Stock on the Date of Crediting.  Such
          additionally credited Stock equivalents, and all dividend equivalents
          associated therewith, are hereinafter referred to as "Company Matching
          Deferrals".  A Participant's entitlement to Company Matching Deferrals
          credited to the Participant's account shall be subject to the
          forfeiture provisions set below.

          A Company Matching Deferral is forfeited in its entirety in the event
          that:
          (i.)      the Participant voluntarily terminates employment with the
                    Company prior to age 55, unless such termination was
                    approved by the Chief Executive Officer of the Company and
                    such termination occurs five or more years after the Date of
                    Crediting of such Company Matching Deferral;

          (ii.)     the Participant terminates involuntarily prior to age 55 and
                    such termination occurs less than five years after the Date
                    of Crediting of such Company Matching Deferral; or

          (iii.)    the Participant is Terminated for Cause at any age.

          (iv.)     In addition, a Company Matching Deferral shall also be
                    forfeit in its entirety if at any time within two years
                    after a distribution of a Company Matching Deferral to a
                    Participant (other than to Participants who have attained
                    age 55 at or prior to termination of employment), the
                    Committee determines that the Participant has engaged in
                    competition with the Company.  The Participant, upon written
                    demand by the Company, shall promptly, remit to the Company
                    all Company Matching Deferrals paid to him or her upon
                    termination.  The determination that a Participant is
                    engaging in competition with the Company shall be made by
                    the Committee in its sole and absolute discretion.  In
                    exercising its discretion, the Committee shall consider,
                    among other factors, the nature of the competitive activity,
                    the potential harm to the Company which may result from the
                    competitive activity, the Participant's ability to find non-
                    competitive employment and the Participant's financial need.
                    Upon request, the Committee shall advise a Participant
                    whether it deems an activity in which the Participant
                    proposes to engage to be a competitive activity.
          If a Participant terminates employment at or after age 55 (other than
          for Cause), and such termination occurs within five years after the
          Date of Crediting of a Company Matching Deferral, the Participant
          shall be entitled to a distribution of an amount equal to 1-2/3% of
          such Company Matching Deferral for each full calendar month the
          Participant remained employed by the Company after the relevant Date
          of Crediting through the date of his or her termination of employment.
          For purposes of determining the amount of a Company Matching Deferral
          payable to a Participant, a termination on the first through the
          fourteenth day of a month shall be deemed to be a termination as of
          the first day of that month; a termination on the fifteenth through
          the last day of a month shall be deemed to be a termination as of the
          last day of that month.

          Notwithstanding the provisions of this Section 2.2 (b), upon a Change
          of Control or the effective date of Acceleration of Payment, all
          Company Matching Deferrals shall be fully vested and nonforfeitable.

          (c)  Time of crediting - Deferrals in Stock equivalents shall be

          credited to a Participant's Stock Equivalent Account or Accounts on
          the Date of Crediting.

          (d)  Dividend Equivalents - To the extent dividends on any class or

          series of outstanding Stock are paid, dividend equivalents and
          fractions thereof shall be calculated with respect to balances of such
          Stock equivalents in any Stock Equivalent Account, converted to
          additional equivalents of such Stock and credited to the appropriate
          Stock Equivalent Account as of the dividend payment dates.  The number
          of Stock equivalents to be credited as of each such date shall be
          determined by dividing the amount of the dividend equivalent by the
          Market Value of the relevant Stock on the dividend payment date.  The
          Participant's Stock Equivalent Account or Accounts shall continue to
          earn such dividend equivalents until fully distributed if distributed
          in Stock, otherwise such dividend equivalents shall be earned only
          until the earliest to occur of:

          (i.)      a Participant's Retirement or other termination;

          (ii.)     the date of the Administrator's determination of total and
                    permanent disability; or

          (iii.)    the effective date of Acceleration of Payment.  At the
                    discretion of the Committee, dividend equivalents may be
                    credited in cash to a Deferred Cash Account established or
                    existing for the Participant under the "Variable Interest
                    Option", described in Section 2.3 hereof, instead of
                    converting them to additional Stock equivalents.

          (e)  Other conditions of award - Deferrals in the Equity Option are

          "Other Stock Awards" under the Ralston Purina Company Incentive Stock
          Plan and are subject to the provisions of that Plan in addition to the
          terms of this Plan.

          (f)  Form of distribution - Distributions under this option, including

          distributions of Company Matching Deferrals, shall be in the form of
          cash, unless the Participant elects to receive Stock with cash for any
          fractional shares; provided, however, that any distribution by a trust
          established pursuant to Section 3.1 hereof shall be in the form of
          cash. The amount of cash to be distributed shall be the number of
          whole Stock equivalents in each Stock Equivalent Account multiplied by
          the Market Value of the relevant class or series of Stock on the
          earliest to occur of:

          (i.)      the Participant's Retirement or other termination;

          (ii.)     the date of the Administrator's determination of total and
                    permanent disability; or

          (iii.)   the effective date of Acceleration of Payment with interest
                   accruing, at the rate described in Section 2.3(a) hereof,
                   from such date until the time of distribution.

          (g)  Time of distribution to Participant - All amounts due to the

          Participant under the Equity Option shall be payable on the earlier to
          occur of:

          (i.)      the 60th day following the Participant's Retirement or other
                    termination; or

          (ii.)     the 60th day following the date of the Administrator's
                    determination of the Participant's total and permanent
                    disability.  No amounts shall be payable to a Participant
                    prior to such times except as permitted under the hardship
                    withdrawal provisions of Section 3.3.  Notwithstanding the
                    foregoing, in the event Ralston Purina Company is in default
                    of its funding obligations under the Trust Agreement dated
                    as of September 15, 1994, between Ralston Purina Company and
                    Wachovia Bank of North Carolina, N.A., as amended, and it
                    fails to cure such default in a timely manner as provided
                    under such Trust Agreement, the Plan Administrator shall, as
                    soon as practicable, pay to each Participant or Beneficiary
                    all amounts credited to the Stock Equivalent Account of each
                    Plan Participant or Beneficiary, except to the extent such
                    individual elects, before the date such payments are made,
                    to continue to defer receipt of such payment.
          (h)  Distribution upon death - In the event of the Participant's

          death, all amounts due under this Option shall be paid to the
          Beneficiary; but if none is designated then benefits shall be paid to
          Participant's estate or as provided by law.  Distribution in full
          shall be made on the 60th day following the Participant's death.

          (i)  Change of Control - Upon a Change of Control, deferrals into the

          Equity Option will no longer be permitted and each Stock Equivalent
          Account shall be immediately converted into a Deferred Cash Account
          established pursuant to Section 2.3(a) hereof.  The amount of cash to
          be credited to each such Deferred Cash Account shall be equal to the
          number of whole and/or fractional Stock equivalents in each Stock
          Equivalent Account multiplied by the Market Value of the relevant
          class or series of Stock as of the Change in Control.  Each
          Participant whose Stock Equivalent Account is hereby converted to a
          Deferred Cash Account shall have the right, at his or her sole
          discretion, to convert such Deferred Cash Account into any other
          deferral option which may thereafter be established pursuant to the
          Plan or any other deferred compensation plan established by the
          Company or any successor.

2.3  Variable Interest Option

          (a)  Interest equivalents - Upon approval of a deferral in the

          Variable Interest Option, a "Deferred Cash Account" shall be
          established in the Participant's name.  The amount of Compensation
          being deferred under this option will be credited to this account on
          or before the Date of Crediting.  Interest equivalents on amounts
          deferred under this option shall be calculated annually as of October
          31 of each year for the period from the Date of Crediting until
          October 31, or, if such period is greater than one year, for the one-
          year period commencing with the previous November 1.  Such equivalents
          shall be based on the average of the daily close of business prime
          rates for the 365 days of such year, with respect to amounts credited
          prior to such year, or, with respect to amounts credited during such
          year, for the number of days from the Date of Crediting.  The daily
          close of business rates shall be as established by Morgan Guaranty
          Trust Company of New York or such other bank as may be designated by
          the Committee.  At distribution, interest equivalents shall similarly
          be calculated on amounts in the Deferred Cash Account based on average
          daily prime rates from the preceding November 1, or, if later, the
          Date of Crediting, through the date of distribution, and added to the
          total to be distributed.  The crediting of interest equivalents to the
          Participant's Deferred Cash Account shall continue until the balance
          in such account is fully distributed.

          (b)  Time of crediting - The interest equivalent calculated each

          October 31 shall be credited to a Participant's Deferred Cash Account
          on November 1 of that Year.  Prior to distribution to a Participant
          pursuant to Section 2.3(d) hereof, interest equivalents calculated as
          described above shall be credited to such Participant's Deferred Cash
          Account.


          (c)  Form of distribution - Distribution under this option shall be in

          cash; provided, however, that prior to a Change in Control, the
          Committee in its discretion may change the form to any class or series
          of Stock or a combination of cash and any class or series of Stock.

          (d)  Time of distribution to Participant - All amounts due to the

          Participant under the Variable Interest Option shall be payable on the
          earlier to occur of:
          (i.)      the 60th day following the Participant's Retirement or other
                    termination; or

          (ii.)     the 60th day following the date of the Administrator's
                    determination of the Participant's total and permanent
                    disability.  No amounts shall be payable to a Participant
                    prior to such times except as permitted under the hardship
                    withdrawal provisions of Section 3.3.  Notwithstanding the
                    foregoing, in the event Ralston Purina Company is in default
                    of its funding obligations under the Trust Agreement dated
                    as of September 15, 1994, between Ralston Purina Company and
                    Wachovia Bank of North Carolina, N.A., as amended, and it
                    fails to cure such default in a timely manner as provided
                    under such Trust Agreement, the Plan Administrator shall, as
                    soon as practicable, pay to each Participant or Beneficiary
                    all amounts credited to the Stock Equivalent Account of each
                    Plan Participant or Beneficiary, except to the extent such
                    individual elects, before the date such payments are made,
                    to continue to defer receipt of such payment.

          (e)  Distribution upon death - In the event of the Participant's

          death, all amounts due under this Option shall be paid to the
          Beneficiary; but if none is designated, then benefits shall be paid to
          Participant's estate or as provided by law.  Distribution in full
          shall be made on the 60th day following the Participant's death or, if
          death occurs after Acceleration of Payment, distribution shall be made
          as soon as practicable following such event.

                         3.  OTHER GOVERNING PROVISIONS

3.1  Company's Obligations Unfunded
     All benefits due a Participant or a Beneficiary under this Plan are
     unfunded and unsecured and are payable out of the general funds of the
     Company.  If a "grantor trust" is established for the payment of benefits
     and obligations hereunder, the assets of such trust shall be at all times
     subject to the claims of creditors of the Company as provided for in such
     trust.  The establishment of such trust shall not alter the
     characterization of the Plan as an "unfunded plan" for purposes of the
     Employee Retirement Income Security Act, as amended.  Such trust shall make
     distributions in accordance with the terms of the Plan.

3.2  Beneficiary Designation

     A Participant may file with the Corporate Compensation Department a written
     designation of a Beneficiary or beneficiaries (subject to such limitations
     as to the classes and number of beneficiaries and contingent beneficiaries
     as the Plan Administrator may from time to time prescribe) to receive,
     following the death of the Participant, benefits payable under any option
     of the Plan.  The Plan Administrator reserves the right to review and
     approve Beneficiary designations.  A Participant may from time to time
     revoke or change any such designation of Beneficiary and any designation of
     Beneficiary under the Plan shall be controlling over any other disposition,
     testamentary or otherwise; provided, however, that if the Plan
     Administrator shall be in doubt as to the right of any such Beneficiary to
     receive any benefits under the Plan, the Plan Administrator may determine
     to recognize only the rights of the legal representative of the
     Participant, in which case the Company, the Plan Administrator and the
     members thereof, shall not be under any further liability to anyone.

3.3  Hardship Withdrawals

     The Plan Administrator in its sole and absolute discretion may permit
     withdrawal by a Participant of any amount from his accounts if the Plan
     Administrator determines, in its discretion, that such funds are needed due
     to serious and immediate financial hardship from an unforeseeable
     emergency.  Serious and immediate financial hardship to the Participant
     must result from a sudden and unexpected illness or accident of the
     Participant or a dependent, loss of property due to casualty, or other
     similar extraordinary and unforeseeable circumstances arising from events
     beyond the control of the Participant.  A distribution based upon such
     financial hardship cannot exceed the amount necessary to meet such
     immediate financial need.  In addition, the Plan Administrator may impose
     suspensions of future deferrals or other penalties as a condition to such
     withdrawals.

3.4  Claim Procedure

     Each Participant or Beneficiary who believes his claim for benefits has
     been wholly or partially denied shall have the right to request the Plan
     Administrator or its delegee to review such denial.  A request for review
     shall be filed by the Participant or Beneficiary or duly authorized
     representative on or before the sixtieth (60th) day following the
     Participant or Beneficiary's receipt of notice of denial of his claim.  The
     Participant or Beneficiary shall have the right to review pertinent
     documents and submit issues and comments in writing in connection with the
     request for review.  The Plan Administrator or its delegee's shall issue a
     written statement on or before the sixtieth (60th) day following its
     receipt of such request stating the Plan Administrator or its delegee's
     decision on review and the reasons therefor, including specific references
     to pertinent Plan provisions on which the decision is based, and any other
     information required by applicable law.  If special circumstances require
     additional time for processing such review, the Plan Administrator or its
     delegee may extend the period for an additional sixty (60) days provided
     that the Participant or Beneficiary is notified of such circumstances.  If
     the decision is not issued within the prescribed period, the appeal shall
     be deemed denied.  No Participant or Beneficiary shall have recourse to
     courts of law until the administrative review process set forth herein has
     been completed.

3.5  Resumption of Benefits after Interruption of Payments

     In the event payment of benefits under the Plan, including benefits that
     are accelerated due to the Company's default in funding the Company's
     grantor trust, are not made in a timely manner for any reason where the
     Company is at fault or unable to pay, the first payment after such
     interruption shall include all payments due during such period of
     interruption, plus interest accrued on such amounts calculated in the same
     manner as interest equivalents under the Variable Interest Option.

3.6  Transferability of Benefits

     The right to receive payment of benefits under this Plan shall not be
     transferred, assigned or pledged except by Beneficiary designation, will or
     pursuant to the laws of descent and distribution.

3.7  Address of Participant or Beneficiary

     A Participant shall keep the Company apprised of his current address and
     that of any Beneficiary at all times during participation in the Plan.  At
     the death of a Participant, a Beneficiary who is entitled to receive
     payment of benefits under the Plan shall keep the Company apprised of his
     current address until the entire amount to be distributed has been paid.

3.8  Taxes

     Any taxes required to be withheld under applicable federal, state or local
     tax laws or regulations may be withheld from any payment due hereunder.

3.9  Gender

     The use of masculine pronouns herein shall be deemed to include both males
     and females.