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                                                                January 30, 2001


To Deferred Compensation Plan Participants


CHANGES TO THE DEFERRED COMPENSATION PLAN


The Deferred Compensation Plan for Key Employees has been amended effective
January 15, 2001 to incorporate the following changes:

     *    Each Deferred Compensation Plan participant who is employed by Ralston
          Purina Company at the time the Nestle merger is finalized will be
          fully vested in his or her company-match accounts and, if applicable,
          the Fixed Benefit Option.

     *    Effective January 30, 2001, the Ralston Equity Fund will be valued
          based on the daily closing price quoted on the New York Stock Exchange
          Composite Index on the day of the transaction. Previously, a 10-day
          average price was used to value Ralston Equity Fund accounts. Examples
          of transactions include transfer of account balances between accounts
          and payment distributions at retirement or termination of employment.

     *    Upon the merger with Nestle, participants will be credited with $33.50
          for each share equivalent credited to their Ralston Equity Fund and
          the proceeds will be credited to the Prime Rate Fund. The Ralston
          Equity Fund will be eliminated coincident with the merger.

     *    All participants will now have the option to elect to receive benefits
          upon retirement or termination of employment in the form of five or
          ten-year installment payments regardless of whether the participant
          has attained age 50 at the time of termination. As a result of this
          amendment, participants under age 50 have the opportunity to make a
          distribution election that will become effective immediately.

A deferral election form is enclosed for your use in selecting a deferral
payment option.
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January 30, 2001
Changes to Deferred Compensation Plan
Page Two


If you are under age 50 and wish to elect installment payments for the first
time, your form must be received no later than February 14, 2001 in order for
your election to be effective immediately. If your election form is received
after February 14, 2001, your election for installment payments will not take
effect for one year.

If you are age 50 or over, you may also complete a new distribution election
form, but it must be on file for one year before it becomes effective.

Please return your election form to Clark/Bardes Consulting/Compensation
Resource Group (CRG) and retain a copy for your records.

If you have any questions, please contact CRG at 800-405-0911 or Pat Robbins,
Manager Compensation at 314-982-5889.



/S/ Ron Sheban

Ron Sheban
Ralston Purina Company
Compensation and Benefits Planning
Telephone 314-982-2325




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This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933, and is intended to be
incorporated in and made part of the Prospectus dated May 1, 1999 for the
Ralston Purina Company Deferred Compensation Plan for Key Employees.
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<PAGE>   3
                     2001 ELECTION OF DEFERRAL PAYMENT FORM

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PAYMENT FORM

Check one box below to select a payment option. If you have a distribution
election form on file, and you do not want to change your current distribution
form, this form does not have to be completed; rather that election form will
continue to apply.

THIS ELECTION WILL APPLY TO ALL DEFERRED COMPENSATION PLAN DISTRIBUTIONS, EXCEPT
FOR THE FIXED BENEFIT OPTION. FOR PARTICIPANTS AGE 50 OR OVER, THIS PAYMENT FORM
ELECTION WILL APPLY ONLY TO DISTRIBUTIONS MADE ONE YEAR FOLLOWING THE DATE THIS
FORM IS COMPLETED. FOR PARTICIPANTS UNDER AGE 50, THIS PAYMENT FORM ELECTION
WILL BECOME EFFECTIVE IMMEDIATELY, PROVIDED THIS ELECTION FORM IS RECEIVED BY
FEBRUARY 14, 2001.

CHECK ONE:

[ ] LUMP SUM PAYMENT    [ ] 5 ANNUAL INSTALLMENTS    [ ] 10 ANNUAL INSTALLMENTS
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ACKNOWLEDGEMENT

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I understand and agree that my participation in the Program will be subject to
the terms and conditions of the Program
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ACCEPTED AND ACKNOWLEDGED:
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________________________________                ________________________________
Signature of Participant                        Social Security Number


________________________________                ________________________________
Name (Typed or Print)                           Today's Date


________________________________                ________________________________
Department                                      Location/Floor #


________________________________________________________________________________
Home Street Address                   City               State          Zip


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MAIL OR FAX TO CLARK/BARDES CONSULTING - COMPENSATION RESOURCE GROUP, INC. (CRG)
633 W 5TH STREET, 52ND FLOOR - LOS ANGELES, CA 90071-2086 - FAX NO: 213-438-6600
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