DATE SENSITIVE
RESPONSE REQUIRED
December 7, 2000
NAME
ADDRESS
Dear ________________:
I am enclosing for your review two election forms related to your director
compensation and benefits. Each is date sensitive, with the first item having
the earlier deadline. A brief explanation of each follows.
CALENDAR YEAR 2001 DEFERRALS. RESPONSE DUE 12/31/00.
------------------------
Under the Company's Deferred Compensation Plan for Non-Management Directors, you
may defer all or any part of the fees and retainer you will earn in 2001 into
the Equity Option and/or Variable Interest Options. Your request for deferral
must be received by the Company on or before December 31, 2000.
Accordingly, enclosed are two copies of an Election Form relating to any fees
and retainer which would be paid from January 1, 2001, through December 31,
2001. Please complete and return one copy to me. You may retain the other copy
for your files. If you do not wish to defer, please mark the box indicating no
deferral. Your earnings will then be paid in cash at the end of each month.
TRANSFERS OF PREVIOUS DEFERRALS. RESPONSE DUE 1/31/01.
-----------------------
You may elect to transfer amounts previously deferred in the Equity and/or
Variable Interest accounts, in accordance with Section 2.1(a) of the Plan.
These transfers are available only with respect to amounts deferred for at least
one year; are limited to transfers between the Equity Account and the Variable
Interest Account; and do not apply to Company Matching Deferrals or to the Fixed
Benefit Option. Your election to transfer will be effective February 1, 2001.
You may transfer deferrals among currently established accounts or from an
established account to a new account. Subject to the limits described in the
preceding paragraph, you may effect a transfer in the following manner: 1)
transfer a specific dollar amount; 2) transfer a specific number of share
equivalents; or 3) transfer a specific percentage of the account (5% to 100% of
transferable amounts).
December 7, 2000
Page 2
If you decide to transfer previous deferrals to or from an Equity Account, the
market value of the stock on the date of transfer will be used. "Market Value"
means the average of the closing prices of such stock as reported to the New
York Stock Exchange-Composite Transactions during the ten trading days preceding
the transfer date. Variable Interest Accounts earn interest based on the
average daily prime rates as established by Morgan Guaranty Trust Company of New
York. The current prime rate is 9.50%.
If you would like to direct a transfer between your account(s), please complete
and return one copy of the enclosed Deferral Transfer Form. You may retain the
other copy for your files. Please note that only one transfer may be made per
form. If you need additional forms, please call me.
Please fax the completed form(s) to (314) 982-1288, then mail the original in
the enclosed self-addressed, stamped envelope. Please feel free to call me if
you have any questions.
Very truly yours,
Nancy E. Hamilton
NEH:mle
Enclosures
<PAGE>
<PAGE>
TO: NANCY E. HAMILTON, SECRETARY
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE - 9T
ST. LOUIS, MO 63164
ELECTION FORM
Regarding the Ralston Purina Company Deferred Compensation Plan for
Non-Management Directors, please execute my request as follows with respect to
any Director fees and retainer which may be payable to me through December 31,
2001:
[ ] DEFERRAL OF FEES AND RETAINER PAYABLE THROUGH DECEMBER 31, 2001.
---------------------------------------------------------------------
(All or a portion may be deferred. Any part not deferred will be paid
in cash.)
As to any such fees and retainer payable (Fill in one blank only):
Defer _____%; OR
Defer all up to $__________; OR
Defer all in excess of $__________; OR
Defer _____% in excess of $__________.
As to the amount deferred, allocate:
(100% may go to any Account or be divided as follows):
To the EQUITY OPTION _____%
To the VARIABLE INTEREST OPTION _____%
[ ] NO DEFERRAL.
-------------
(Please check here only if you are not requesting any deferral above and wish to
be paid in cash after the end of each month.)
---------------------------- ---------------------------------
DATE SIGNED SIGNATURE
PLEASE RETURN THIS FORM NO LATER THAN DECEMBER 31, 2000.
<PAGE>
TO: NANCY E. HAMILTON, SECRETARY
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE - 9T
ST. LOUIS, MO 63164
DEFERRAL TRANSFER FORM
Please submit my request as follows with respect to amounts which are available
for transfer in accordance with the Deferred Compensation Plan for
Non-Management Directors.
CHECK ONE ITEM EACH BELOW:
------------------------------
TRANSFER:
---------
______ FROM *EQUITY ACCOUNT TO VARIABLE INTEREST ACCOUNT.
*Excludes Company Matching Deferrals and amounts
deferred less than one year
______ FROM VARIABLE INTEREST ACCOUNT TO EQUITY ACCOUNT
AMOUNT TO TRANSFER:
---------------------
______ ($) Dollars
______ Share Equivalents
______ % of Account (5% to 100%)
TRANSFERS ARE EFFECTIVE FEBRUARY 1, 2001.
NO CHANGES MAY BE MADE AFTER JANUARY 31, 2001.
------------------------- ---------------------------
DATE SIGNED SIGNATURE
PLEASE RETURN THIS FORM NO LATER THAN JANUARY 31, 2001.
