Amended
                                                              September 26, 1996



                         DEFERRED COMPENSATION PLAN FOR
                            NON-MANAGEMENT DIRECTORS


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
          retirement program  to  attract and  retain  qualified  non-management
          directors who have made  or will 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)  "Affiliate" or "Associate" shall have  the meanings set forth as
               of March 1, 1990,  in  Rule  12b-2  of  the  General  Rules  and
               Regulations  under  the  Securities  Exchange  Act  of  1934,  as
               amended.


                                     - 1 -
          (c)  "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.

          (d)  "Board" means the Board of Directors of Ralston Purina Company.

          (e)  "Change in Control" means  the time when  (i) any person,  either
               individually  or  together  with  such  person's  Affiliates   or
               Associates, shall have become  the beneficial owner, directly  or
               indirectly, of  shares representing  at least  50% of  the  total
               votes of the outstanding shares of  capital stock of the  Company
               entitled to vote  at a meeting  of shareholders  and there  shall
               have been a public announcement of such occurrence by the Company
               or  such  person  or  (ii)  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;  provided however,  that in  the case  of
               either clause (i) or clause (ii),  a Change in Control shall  not
               be deemed to have occurred if the event shall have been  approved
               prior to the occurrence thereof by  a majority of the  Continuing
               Directors who shall then be members of such Board of Directors.

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

          (g)  "Compensation" means  all  or any  part  of any  cash,  or  other
               consideration to  be  paid  to  a  Director  by  the  Company  as
               directors' fees or retainers.

          (h)  "Continuing Director" means  any member of  the Board while  such
               person is  a member  of the  Board, who  is not  an Affiliate  or

                                     - 2 -
               Associate of  an  Acquiring  Person  or  of  any  such  Acquiring
               Person's Affiliate or  Associate and was  a member  of the  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 the  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.

          (i)  "Date of  Crediting"  means,  with respect  to  any  Compensation
               deferred pursuant  to  the  Plan, the  first  day  of  the  month
               following the date when such Compensation would otherwise be paid
               to a Participant.

          (j)  "Director" means any member of the Board.

          (k)  "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

                                     - 3 -
               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.

          (l)  "Non-Management Director"  means  any  Director  who  is  not  an
               officer or employee of the Company.

          (m)  "Participant" means any Director who participates in the Plan.

          (n)  "Plan" means the  Deferred Compensation  Plan for  Non-Management
               Directors, as amended.

          (o)  "Retirement" means  a  Director's  resignation or  removal  as  a
               Director of the Company following attainment of age 70.

          (p)  "Stock" means shares of the Company's $.10 par value common 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.

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

     1.3  Eligibility and Participation

          Any  Non-Management  Director  who  is  entitled  to  Compensation  is
          eligible to participate in the Plan.   An eligible Director becomes  a


                                     - 4 -
          Participant in  this Plan  upon the  effective  date of  an  agreement
          executed by the parties pursuant to Section 2.1(c).

     1.4  Administration of the Plan

          The Board  shall administer  the Plan  and, in  connection  therewith,
          shall have full  power and sole  discretion to  approve or  disapprove
          eligible Directors' requests for deferral in any option; to impose  on
          any deferral any terms and conditions  in addition to those set  forth
          in the Plan; 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  Board  except that  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 deferred 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




                                     - 5 -
          (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 Board may from time to time determine.  Prior to commencement
               of directorships, or  with respect to  existing Directors, on  or
               before December 31  of the Year  prior to the  Year in which  any
               such Compensation  will  be  earned,  an  eligible  director  may
               request in writing that the Board approve a deferral either  into
               or under any single deferral option provided under this Plan,  or
               any combination thereof.  The Board, in its sole discretion,  may
               permit amounts deferred by an  eligible Director 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 no more than  twice
               each calendar year, at such six month intervals as determined  by
               the Company, 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.
               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.



                                     - 6 -
          (c)  Written agreement - Every deferral that is approved by the Board

               or its designees shall  be made pursuant  to a written  agreement
               signed by the Participant and the Company.  Any modifications  or
               amendments to such agreement shall also be in writing, signed  by
               the parties.   In  the event  of  any conflict  or  inconsistency
               between the terms of such written agreement and the terms of  the
               Plan, such written agreement shall control.

     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 -  Upon  a deferral  into  the Equity

               Option and the  associated crediting  of Stock  equivalents to  a
               Participant's Stock Equivalent Account, the Company shall  credit
               each  such  Stock  Equivalent  Account,  on  the  same  Date   of
               Crediting, with an additional  number of Stock equivalents  equal
               to 33-1/3%  of the  Compensation deferred  into each  such  Stock

                                     - 7 -
               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".

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

               credited to a Participant's Stock Equivalent Account 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 shall continue  to earn such  dividend equivalents  until
               fully  distributed  if  distributed  in  Stock,  otherwise   such
               dividend equivalents shall  be earned only  until the  time of  a
               Participant's Retirement or  other termination  or the  effective
               date of the commencement of total  and permanent disability.   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.



                                     - 8 -
          (e)  Form of distribution - Distributions under this Option, including

               distributions of  Company Matching  Deferrals, shall  be in  cash
               unless the Participant or Beneficiary elects to receive shares of
               Stock. The amount of cash to  be distributed shall be the  number
               of  whole  and/or  fractional  Stock  equivalents  in  the  Stock
               Equivalent Account multiplied by the  Market Value of the  Stock.
               The amount of shares of Stock  distributed shall be equal to  the
               number of whole  Stock equivalents in  the Equity  Account.   Any
               fractional share balance will be paid in cash.  Both the cash and
               the  Stock  calculations  will   be  as  of   the  date  of   the
               Participant's Retirement or  other termination  or the  effective
               date of the determination of total and permanent disability, with
               interest accruing,  at  the  rate  described  in  Section  2.3(a)
               hereof, from  such  date  of  Retirement,  other  termination  or
               determination of disability until the time of distribution.

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

               Participant under the Equity Option shall be payable on the  60th
               day following the Participant's Retirement or other  termination.
               Distributions to Participants found to be totally and permanently
               disabled shall be on the 60th day following the determination  of
               such disability.  No  amounts shall be  payable to a  Participant
               prior to  such  Participant's Retirement,  other  termination  or
               total and permanent disability.

          (g)  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


                                     - 9 -
               in full shall be made on the 60th day following the Participant's
               death.

          (h)  Change in Control - Upon a Change in 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 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 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 December 31 of each year for the period
               from the Date of Crediting until December 31, or, if such  period
               is greater than one year, for the one-year period commencing with
               the previous January 1.  Such  equivalents shall be based on  the
               average of the daily  close of business prime  rates for the  365

                                     - 10 -
               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  prime  rates  shall  be  as  established  by  Morgan
               Guaranty Trust Company of New York  or such other bank as may  be
               designated by the Board.   At distribution, interest  equivalents
               shall be similarly  calculated on  amounts in  the Deferred  Cash
               Account based on  average daily  prime rates  from the  preceding
               January 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  equivalents  calculated each

               December 31 shall  be credited to  a Participant's Deferred  Cash
               Account on January 1 of the next 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.

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

               Participant under the Variable  Interest Option shall be  payable
               on the 60th day following  the Participant's Retirement or  other
               termination.  Distributions to  Participants found to be  totally
               and permanently disabled shall be on  the 60th day following  the

                                     - 11 -
               determination of such disability.  No amounts shall be payable to
               a Participant  prior  to  such  Participant's  Retirement,  other
               termination or total and permanent disability.

          (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 in a lump sum on the 60th day following the
               Participant's death.

     2.4  Transfer  of  Liabilities  of   Retirement  Plan  for   Non-Management
               Directors

          Effective June 1, 1996, Participants shall be credited with an  amount
          equal to the present value of  retirement benefits accrued by them  as
          of that date under the  Retirement Plan for Non-Management  Directors,
          such present value to be determined based on the assumptions that  (i)
          each Participant  will retire  on  his or  her  70th birthday  or,  if
          greater, at the age attained as of June 1, 1996, and (ii) calculations
          shall be based on  the UP '84 mortality  table assuming a single  life
          annuity form of payment.   Amounts shall be  converted, as of June  1,
          1996, into  Stock  equivalents  and credited  on  that  date  to  each
          Participant's Stock Equivalent  Account under the  Equity Option.   No
          Company Matching Deferral shall be  credited in connection with  these
          amounts.

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

                                     - 12 -
          out of the general funds of the Company.  The Company, in its sole and
          absolute discretion, may establish a  "grantor trust" for the  payment
          of benefits and obligations hereunder, the assets of which shall be at
          all times  subject  to the  claims  of  creditors of  the  Company  as
          provided for in such  trust, provided that such  trust does 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 Secretary of

          the Company 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 Board may from  time
          to time prescribe) to receive, following the death of the Participant,
          benefits payable under any option of the Plan.  The Board 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 Board shall be in doubt as to the right
          of such beneficiary to receive any benefits under the Plan, the  Board
          may determine to recognize only the
rights of  the  legal representative  of  the  Participant, in  which  case  the
          Company, the Board  and the  members thereof  shall not  be under  any
          further liability to anyone.

     3.3  Hardship Withdrawals - The Board in its  sole and absolute discretion

          may permit withdrawal by a Participant of any amount from his accounts
          under the Equity Option or the Variable Interest Option, if the  Board
          determines, in  its discretion,  that such  funds  are needed  due  to
          serious  and  immediate  financial  hardship  from  an   unforeseeable

                                     - 13 -
          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 Board  may impose suspensions  or other  penalties as  a
          condition to such withdrawals.

     3.4  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.

     3.5  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 his  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 to  him has  been
          paid.

     3.6  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.

     3.7  Gender -  The use  of masculine  pronouns herein  shall be  deemed  to

          include both males and females.


                                     - 14 -
































                                     - 15 -