December 7, 2000
PERSONAL AND CONFIDENTIAL
To Eligible Fiscal 2001 Bonus Plan Participants
DEFERRAL OF FISCAL 2001 BONUS AND CALENDAR-YEAR 2001 BASE SALARY
The Deferred Compensation Plan for Key Employees provides you with the
opportunity to DEFER ALL OR A PORTION OF YOUR 2001 BONUS AND UP TO 75% OF YOUR
BASE SALARY. In general, deferring compensation has the advantage of POSTPONING
PAYMENT OF TAX and of allowing any earnings on the deferred amount to ACCUMULATE
TAX FREE until distributed. It is now time to
[GRAPHIC OMITED]
DECIDE WHETHER TO DEFER part of your calendar-year 2001 base salary and/or all
or part of any cash bonus you might receive, and
[GRAPHIC OMITED]
Promptly return the enclosed election form. YOUR ELECTION FORM MUST BE
POSTMARKED OR FAXED BY DECEMBER 28, 2000, or you will not be able to defer any
2001 base salary or bonus.
Ralston Purina's Deferred Compensation Plan for Key Employees offers the
following features:
The ability to DEFER UP TO 75% OF YOUR BASE SALARY
INTERMEDIATE-TERM DEFERRAL OPTIONS that allow you to defer compensation for
periods as short as three years to help meet shorter-term financial needs such
as funding a child's college education or financing a future home purchase
Payment distribution options that provide 5 and 10 year ANNUAL INSTALLMENT
PAYMENTS if you are at least 50 years of age at termination of employment and
have an appropriate election on file
An opportunity to transfer existing account balances, EXCEPT FOR COMPANY
MATCH ACCOUNTS AND BONUSES DEFERRED TO THE RALSTON PURINA EQUITY FUND THAT HAVE
BEEN DEFERRED FOR LESS THAN 12 MONTHS, to:
Nine investment funds, which mirror the returns of the Vanguard mutual
funds avail-able in the Savings Investment Plan,
The Prime Rate Fund, and
The Ralston Purina Equity Fund, which offers a 25% COMPANY MATCH ON BONUS
DEFERRALS INTO THAT FUND.
Transaction flexibility including DAILY INVESTMENT REALLOCATIONS, Internet
access to account balance information, and quarterly account statements.
<PAGE>
Deferral of 2001 Base Salary and Bonus
December 7, 2000
Page Two
Please review the enclosed information, plan prospectus and prospectus
supplement care-fully. Then, using the pre-addressed envelope provided, return
the 2001 Annual Salary and Bonus Deferral Election form to Compensation Resource
Group (CRG), the plan record-keeper. PLEASE COMPLETE AND RETURN A FORM
REGARDLESS OF WHETHER OR NOT YOU WISH TO REQUEST A DEFERRAL. YOUR ELECTION FORM
MUST BE POSTMARKED OR FAXED TO CRG NO LATER THAN DECEMBER 28, 2000. You may not
-----------
change your deferral election after December 28 or during the remainder of the
--------------------------------------------------------------------------------
plan year.
----------
If you have questions, please contact CRG at 800-405-0911 or Pat Robbins,
Manager, Compensation at 314-982-5889.
Ron Sheban
Ralston Purina Company
Compensation and Benefits Planning
Telephone 314-982-2325
Enclosures
<PAGE>
DEFERRED COMPENSATION PLAN SUMMARY
Ralston Purina Company is pleased to offer you this opportunity to participate
in the Ralston Purina Deferred Compensation Plan for Key Employees. Deferring
compensation provides an opportunity for you to allocate a certain amount of
your pre-tax savings to help you accumulate assets for planned events during the
time you are working and beyond.
HIGHLIGHTS
During this year's annual enrollment period, you will have the opportunity to:
Defer pre-tax compensation as follows:
Select a minimum deferral of $1,000
Defer up to 100% of your 2001 bonus
Defer up to 75% of your 2001 calendar-year base salary
Elect to receive your 2001 bonus and salary deferrals in one or more of the
following:
A short-term lump-sum payout in January 2002,
An intermediate-term lump-sum payout at some fixed date, which is at least
-----------------
3 years after deferral, or
-------------------------
A long-term payout at retirement or termination
Select 5- or 10-year annual installment payments if you defer long-term,
leave the Company after age 50, and have an appropriate election on file.
Transfer existing unrestricted deferred compensation account balances among
eleven available investment funds.
THIS MATERIAL COVERS MAJOR PROVISIONS OF THE RALSTON PURINA DEFERRED
COMPENSATION PLAN FOR KEY EMPLOYEES. MORE DETAILED INFORMATION IS AVAILABLE
FROM THE PLAN DOCUMENT AND PLAN PROSPECTUS. IF THERE IS A DISCREPANCY BETWEEN
THIS INFORMATION AND THE PLAN PROSPECTUS OR PLAN DOCUMENT, THE PLAN DOCUMENT
WILL GOVERN. THE PLAN DOCUMENT IS ON FILE IN THE COMPENSATION DEPARTMENT, ST.
LOUIS.
<PAGE>
WHY DEFER COMPENSATION?
The plan offers flexibility to help you meet your present and future financial
needs.
SAVING FOR RETIREMENT
When it comes to retirement planning, your qualified Pension Plan and 401(k)
Savings Investment Plan (SIP) are just a part of the story. Current federal
income tax dollar limits restrict your yearly SIP savings and qualified Pension
Plan benefits. Internal Revenue Code discrimination testing may result in
further reductions to your pre-tax saving opportunity in the SIP.
The Deferred Compensation Plan is a nonqualified plan, which means that it is
not subject to the same IRS and federal income tax limits as the SIP and
Pension Plans. The plan allows you to supplement your pension and SIP savings
by deferring and investing your bonus and salary BEFORE federal and state income
and local taxes are deducted, and compound that pre-tax income, tax-free, until
the money is paid to you. Because your account balance is based on your pre-tax
deferral amount plus pre-tax earnings, your account balance grows faster than if
you invested your after-tax income in similar investments outside the plan.
FOR EXAMPLE:
If you are in a 40% tax bracket and defer $10,000 into the Plan, you have an
immediate tax savings of $4,000 in the year you defer. In addition, you have
$10,000 in your deferred compensation account on which tax-deferred earnings
accumulate.
SAVING FOR SHORTER-TERM GOALS
In addition to providing a source of income for retirement, the plan offers a
source of income for shorter-term goals including helping to fund a child's
college education or financing a new home purchase.
<PAGE>
ALLOCATION OF DEFERRED AMOUNTS
When you make your deferral election, you allocate the amount to one or more of
the following "measurement" funds in whole percentage increments, with the total
equaling 100%:
- Prime Rate Fund
- Ralston Purina Equity Fund
- Vanguard Wellington Fund
- Vanguard 500 Index Fund
- Vanguard Windsor II Fund
- Vanguard Small-Cap Index Fund
- Vanguard International Growth Fund
- Vanguard LifeStrategy Income Fund
- Vanguard LifeStrategy Conservative Growth Fund
- Vanguard LifeStrategy Moderate Growth Fund
- Vanguard LifeStrategy Growth Fund
Under the terms of the Plan, you do not own shares or units of the measurement
funds you select. The funds are used only as a means for measuring the return
on your deferred compensation. Your account is credited with investment returns
based on these funds, reflecting a bookkeeping entry only and will not represent
an actual investment made on your behalf.
DEFERRED AMOUNTS WILL EARN RETURNS (WHICH MAY BE POSITIVE OR NEGATIVE) AS IF
THEY HAD BEEN INVESTED AT THE NET ASSET VALUE (NET OF INVESTMENT ADVISORY FEES)
OF THE MEASUREMENT FUNDS.
- With the exception of the Ralston Purina Equity Fund and Prime Rate Fund,
all account balances will be valued daily based on the performance of the
measurement funds as of the close of business day on the valuation date, at the
closing price quoted on the New York Stock Exchange.
- The Prime Rate Fund will be valued based on the average of the daily close
of business prime rates as established by the Morgan Guaranty Trust Company of
New York.
- The Ralston Purina Equity Fund will be valued based on the average of the
closing price of Ralston Purina's common stock as reported by the New York Stock
Exchange - Composite Transactions - DURING THE 10 TRADING DAYS IMMEDIATELY
PRECEDING THE VALUATION DATE.
In selecting your measurement funds, you should consider the effect your
selections will have on your overall asset portfolio. To help you in this
process, you should read the prospectuses for the Vanguard measurement funds.
Prospectuses for the Vanguard Funds can be requested by contacting Vanguard
Participant Services at 800-523-1188.
<PAGE>
CREDITING YOUR ACCOUNT
BASE SALARY
If you elect to defer base salary, beginning in January 2001, an equal
percentage of your elected amount will be deducted from your salary each month
(or twice a month for semi-monthly payrolls) for the remainder of calendar-year
2001. Any earnings that you may realize are credited to your account after your
initial deferral is credited to your account(s).
BONUS
If you elect to defer all or a portion of your bonus, that amount is credited to
your account(s) effective November 1. Bonuses subject to your deferral election
include your annual bonus or any Special Bonus payable for services performed
during the 2001 fiscal year and awarded as of the fiscal-year end. Special
Bonuses paid during the year are not eligible for deferral.
COMPANY MATCH
Salary deferrals ARE NOT matched. However, bonus deferrals to the Ralston
--------
Purina Equity Fund are credited with a 25% Company match and MUST REMAIN IN THE
RALSTON PURINA EQUITY FUND FOR AT LEAST TWELVE MONTHS FROM THE DATE OF DEFERRAL.
Any Company Match is credited to your account in the Ralston Purina Equity Fund
--------------------------------------------------------------------------------
and cannot be transferred to any other funds.
---------------------------------------------------
You become fully vested in the Company matching deferrals upon termination of
employment if you:
- Have attained age 50 or
- You are involuntarily terminated at any age, other than for cause.
Matching deferrals are forfeited if you:
- Are terminated for cause at any age or
Voluntarily terminate prior to age 50.
TYPES OF DISTRIBUTIONS
For each plan year, you will be asked to choose whether you want to begin
receiving your annual deferral amount (salary and bonus) earned in that plan
year, plus the earnings credited as a short-term, intermediate-term, or
long-term payout. The following chart summarizes your distribution options:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Deferrals Purpose When Receive Payment Options
Short-term When you January of Lump sum
need in- the calen- only
come the dar year
follow- following
ing year the year
in which
the salary
or bonus
is earned
Intermedi- For short- January of Lump sum
ate-term ter-term the calen- only
finan- dar year
cial needs at least
such as 3 years
college follow-
or a home ing the
purchase date the
payment
is deferred
Long-term For long- Retirement Lump sum
term or or termina- only if
re-tire tion of you leave
ment employment the com-
income pany before
age 50; lump
sum of 5- or
10- year
annual in-
stallment
payments if
you leave
company
after age 50*
</TABLE>
*TO RECEIVE PAYMENTS THROUGH THE 5- OR 10-YEAR ANNUAL INSTALLMENT OPTION, YOU
MUST HAVE ELECTED THAT OPTION NO LESS THAN ONE YEAR FROM YOUR
TERMINATION DATE.
SHORT-TERM
Short-term deferral allows you to defer your salary or bonus until January of
the calendar year following the year in which the salary or bonus is earned.
Short-term deferrals can ONLY be allocated to the Prime Rate Fund. Interest on
the amount is credited at the prime rate under the terms of the Prime Rate Fund.
INTERMEDIATE-TERM
Intermediate-term deferrals are available to help you meet shorter-term
financial needs such as helping to fund a child's college education, financing a
future home purchase, or meeting other foreseeable financial obligations, and
can be allocated to any of the available funds.
Intermediate-term deferrals provide you with access to all or a portion of your
annual deferral amount, plus earnings, at any point in the future but no earlier
than January of the calendar year at least 3 years from the date the payment is
deferred. For example, an intermediate-term payout elected for the 2001 plan
year can be paid no earlier than January 1, 2005. YOUR PAY-MENT IS
----------------
ONLY AVAILABLE IN A LUMP SUM.
-------------------------------
The Company match on intermediate deferrals will not be paid out until
termination of employment or retirement.
<PAGE>
TYPES OF DISTRIBUTIONS (CONT)
LONG-TERM
Long-term deferrals provide you with access to your account at retirement or
termination of employment and can be allocated to any of the available funds.
Long-term distribution options vary depending on your age at termination as
follows:
- IF YOU LEAVE THE COMPANY AFTER AGE 50, you can receive a benefit from the
Plan in a lump sum or in annual installments over a period of 5 or 10 years if
the election of installment payments was in place for at least one year prior
to your retirement or termination. If installments are elected, the unpaid
balance will continue to accrue earnings based on your investment selections.
The 5- or 10-year installment options apply to all deferred compensation account
-------------------------------------------------------------------------------
balances. If no such installment election has been made, you will receive your
--------
distribution in lump sum. Distributions will begin no later than 60 days
following the date of your retirement or termination.
- IF YOU LEAVE THE COMPANY PRIOR TO AGE 50, you receive a lump-sum benefit
equal to your account balance.
- IF YOU DIE WHILE ACTIVELY EMPLOYED BUT PRIOR TO REACHING AGE 50, your
beneficiary will receive a lump-sum payment equal to your account balance. If
you die after age 50, your beneficiary will be paid your account balance in a
lump sum, unless an installment election has been in place for one year at the
time of your death.
- IF YOU DIE WHILE RECEIVING INSTALLMENT PAYMENTS, your beneficiary will
continue receiving payments according to your distribution election.
<PAGE>
TAX IMPLICATIONS OF DEFERRAL
AT THE TIME OF DEFERRAL
Amounts you defer under the Plan will not be taxed for federal income tax
purposes in the year they are earned and would have otherwise been paid to you.
However, FICA tax (Social Security up to taxable wage base and Medicare HI) is
withheld. In addition, earnings credited in accordance with the Plan will not
be taxed for federal income tax purposes until the year they are distributed.
FICA taxes must be withheld at the time your deferrals are earned and credited
to your account balance because IRS rules require that your deferral amounts are
considered wages at the time that they ARE EARNED, regardless of when paid, for
the purpose of calculating FICA taxes (Social Security and Medicare HI tax
components). If, at the time of deferral, your wages for the year have exceeded
the taxable wage base for Social Security ($80,400 for 2001), the Social
Security portion of FICA (6.2%) will not apply to your deferred bonus or
deferred salary. If the taxable wage base for Social Security has not been met
at the time of deferral, FICA will be withheld from any cash compensation with
respect to your deferred amounts. In addition, salary deferral may be limited
to allow for cash payments of FICA and other benefit deductions. Since no
taxable wage base limit applies to the Medicare HI component, your deferred
compensation will be subject to Medicare HI withholding tax of 1.45%. The vested
Ralston Purina Equity Fund Company match amount, if any, will also be subject
to FICA in the year it vests. Earnings on deferred amounts are never subject to
FICA taxes.
UPON DISTRIBUTION
Your annual deferral amounts and earnings accrued on such amounts are taxed as
cur-rent income for state income and local tax purposes, as applicable, upon
distribution. Special income tax averaging is not available. All FICA should
---
have been withheld at the time of deferral or vesting of Company match, and no
additional FICA should be due. Please note that under law, installment payments
made over 10 years may not be sub-ject to state income taxes, if paid to you
when you are residing in a state that imposes no income tax; however, lump sum
payments, in such case, may be subject to taxes im-posed by the state in which
you were employed when such deferred compensation was earned. This issue should
be discussed with your tax advisor.
<PAGE>
PLAN ADMINISTRATION
ACCOUNT STATEMENTS
You will receive an account statement quarterly as soon as practicable following
the close of each calendar quarter. Compensation Resource Group, Inc. (CRG) is
assisting the Company with the administration of the plan and will prepare the
statements.
Also, CRG provides an Internet system so that you can access your account 24
hours a day from your computer. The Internet system allows you to access your
current balance and make certain changes, such as allocating your account
balance to different funds. For more information, contact CRG at:
- SERVICE CENTER: 800-405-0911
- WEBSITE: crgworld.com (an I.D. and password is required)
LOANS AND WITHDRAWALS
You may not take loans from the Plan and may not roll over distributions to an
IRA or another tax-qualified retirement plan. Hardship withdrawals are allowed
in very limited circumstances at the plan administrator's discretion in cases of
an unforeseeable emergency creating a serious and immediate financial hardship.
BENEFICIARY
You must designate a beneficiary to receive your deferral amount in the event
that you die and your account is not paid. You may designate any individual or
entity you wish to be your beneficiary.
FUNDING THE PLAN
IRS rules require that the deferred compensation accounts remain "unfunded". If
you have an account balance in this Plan, you will be an unsecured general
creditor of Ralston Purina Company for the amount of your account balance. The
Company has set aside funds in a grantor trust to help it meet its benefit
obligations under this Plan and certain other plans. This trust is also subject
to the claims of creditors of the Company. If the Company fails to meet its
funding commitments to the trust, an event not presently anticipated to occur,
associates will, unless they elect otherwise, be entitled to be paid by the
Company the present value of all amounts deferred under the Plan at that time.
This provision in no way is intended to alter the status of the Plan as an
un-funded plan of deferred compensation.
ASSIGNMENT OF BENEFITS
You cannot in any way sell, assign, hypothecate, alienate, encumber, or in any
way transfer or convey in advance of receipt, any of your rights under the Plan.
<PAGE>
HOW DEFERRED COMPENSATION AFFECTS OTHER BENEFITS
PENSION PLAN
The Ralston Purina Pension Plan definition of "final average earnings" includes
deferred compensation. Therefore, under the terms of that Plan, your pension
benefit will be calculated including deferred bonuses and/or salary, as long as
their inclusion does not violate IRS nondiscrimination rules governing qualified
plans or other IRS limits. Deferred bonus and salary will be included in
benefit earnings for purposes of the Pension Plan in the year in which they are
earned.
SIP
If you are a participant in the Savings Investment Plan (SIP), any bonus or
salary deferred under the Deferred Compensation Plan will not be included in
--------
your compensation for purposes of computing your SIP contribution or the Company
matching SIP contribution. Please note, however, that your SIP contributions
are deducted from the cash payments of short-term deferrals (but not from
--
payments of intermediate-term deferrals) if you are an active employee at the
time of the payout.
SOCIAL SECURITY
Distributions made from the Plan will not affect your Social Security benefits
them-selves. For purposes of Social Security, these distributions are
considered "earned" when they are credited to your account; therefore, they do
not constitute earned in-come under the earnings test when they are distributed
to you. However, because the distributions will be considered gross income for
income tax purposes, they may have the effect of subjecting your Social Security
benefits to income taxation.
<PAGE>
ENROLLMENT
If you wish to enroll in the plan, you must complete an election form and send
it to CRG no later than December 28, 2000.
-------------------
To enroll, complete the following steps:
1. FILL OUT THE ENCLOSED DEFERRAL ELECTION FORM.
First, in the DEFERRAL ELECTION section, indicate HOW MUCH, if any, of your
annual base salary and/or bonus YOU WOULD LIKE TO DEFER into the plan for 2001.
If you choose not to defer, please check the "No Deferral" box, sign and return
--------------------------------------------------------------------------------
the form.
---------
Then, make your DEFERRAL TERM ELECTION by indicating whether you want your 2001
deferrals to be paid out, 1) in January of 2002, 2) at some future date while
you are still employed by the Company, or 3) at retirement or termination of
employment.
Next, under FUND ALLOCATION, select the fund(s) to which you would like to
direct your deferrals. If you are deferring both Salary and Bonus, please
complete the Fund Allocation for each separately. NOTE: IF YOU ELECT TO DEFER
100% OF YOUR ELIGI-BLE COMPENSATION TO JANUARY 2002, DO NOT COMPLETE THE FUND
ALLOCATION SECTION, WHICH ONLY APPLIES TO INTERMEDIATE AND LONG-TERM DEFERRALS.
All short-term deferrals are allocated to the Prime Rate Fund and are not
-------
subject to the Company match.
--------------------------------
If you would like to initially elect or change the form of distribution in the
event of retirement or termination of employment, complete the PAYMENT FORM
section indicating if you want a lump-sum or installment payments over 5 or 10
years. This election applies to your entire deferred compensation account
balance and only applies to distributions made at least one year following the
date this form is completed. You must be at least 50 years of age at the time
payment begins to receive an installment payment. IF YOU DO NOT WISH TO CHANGE
YOUR CURRENT FORM OF DISTRIBUTION, YOU DO NOT NEED TO COMPLETE THIS SECTION. If
your payment form election has not been on file for at least one year, your
account balance will be paid in accordance with your previous election. If no
payment form election has been made, the payment will be made in the form of a
lump sum.
Finally, complete the ACKNOWLEDGEMENT section of the form.
If you would like to change your current beneficiary designation, contact CRG at
800-405-0911. Your beneficiary will receive your benefits in the event you die
before your account is paid. You may elect anyone you wish as your beneficiary.
2. SIGN AND DATE THE DEFERRAL ELECTION FORM.
3. RETURN THE COMPLETED ELECTION FORM IN THE PRE-ADDRESSED, ENVELOPE TO CRG.
Retain a copy for your records. TO BE EFFECTIVE, YOUR ELECTION FORM MUST BE
-------------------------------------------
POSTMARKED NO LATER THAN DECEMBER 28, 2000. While facsimile copies of the
---------------------------------------------
election form will be accepted through the deadline, a signed copy must also be
-- ----
mailed to CRG at the following address:
CLARK/BARDES CONSULTING
COMPENSATION RESOURCE GROUP
ATTN: LAURA POPE
633 W. 5TH STREET, 52ND FLOOR
LOS ANGELES, CA 90071
FAX NUMBER: 213-438-6600
<PAGE>
There are eleven fund options available under the Deferred Compensation Plan:
nine Vanguard funds, the Prime Rate Fund, and the Ralston Purina Equity Fund.
An abbreviated capsule description of each fund and its historical returns are
outlined below. Before deciding which fund(s) to select, you should read the
fund prospectuses which provide additional details. NOTE THAT, UNDER THE TERMS
OF THE DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES, THESE FUNDS ARE USED FOR
MEASUREMENT PURPOSES ONLY. YOUR ACCOUNT WILL BE CREDITED WITH INVESTMENT
RETURNS BASED ON THESE FUNDS, BUT WILL BE REFLECTED AS A BOOKKEEPING ENTRY ONLY
AND WILL NOT REPRESENT AN ACTUAL IN-VESTMENT MADE ON YOUR BEHALF. The fund
performance data shown below 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.
<TABLE>
<CAPTION>
AVERAGE ANNUALIZED RETURNS AS OF SEPTEMBER 30, 2000
1 Year 5 Years 10 Years
--------------------------------------------------------------------------------------- ------- -------- --------
<S> <C> <C> <C>
Ralston Purina Equity Fund 14.28 13.09 11.40
Common stock of Ralston Purina Company.
Prime Rate Fund 8.95 8.33 7.84
Interest based on the average prime rates established by Morgan Guaranty
Trust Company of New York.
Vanguard Wellington Fund 5.98 12.90 14.12
The fund's assets are divided between common stocks and bonds, with an
average of 65% of assets in stocks and 35% in bonds. The fund invests in
dividend-paying large and mid-capitalization stocks of well-established
companies whose prospects are improving but whose values have yet to be
recognized in the marketplace
Vanguard 500 Index Fund 13.41 21.66 19.32
The fund holds all of the 500 stocks that make up the Standard & Poor's 500
Index in proportion to their weighting in the index. The fund attempts to match
the performance of the index, a widely recognized benchmark of U.S. stock market
performance, and it remains fully invested in stocks at all times. Though the fund
seeks to match the index, its performance typically can be expected to fall short.
by a small percentage representing operating costs
Vanguard Windsor II Fund 7.77 15.98 17.13
The fund invests in a diversified group of out-of-favor stocks of large-
capitalization companies. The stocks are, as a group, selling at prices below
the overall market average com-pared to their dividend income and future
return potential
Vanguard Small-Cap Index Fund 23.76 13.49 17.69
The fund attempts to match the performance of the Russell 2000 Index, an
unmanaged index of small companies. The fund invests in a large sampling of
stocks that matches certain characteristics of the index (such as industry
weightings, market capitalization, and dividend yield). Though the fund seeks to
match the index, its performance typically can be expected to fall short by a small
percentage representing operating costs
Vanguard International Growth Fund 12.65 10.73 11.2
The fund invests in stocks of high-quality, seasoned companies based outside the
United States. It invests 60% to 70% of its assets in companies with sustainable
competitive advantages and strong prospects for long-term growth
Vanguard LifeStrategy Income Fund 8.60 9.73 N/A
This fund seeks a high level of income. It invests its net assets in a combination
of four different Vanguard funds: a stock fund, two bond funds, and an asset
allocation fund
Vanguard LifeStrategy Conservative Growth Fund 10.08 11.88 N/A
This fund seeks a high level of income and moderate long-term growth of capital.
It invests its net assets in a combination of five different Vanguard funds: a domestic
stock fund, an international stock fund, two bond funds, and an asset allocation fund
Vanguard LifeStrategy Moderate Growth Fund 11.63 14.04 N/A
This fund seeks a reasonable level of income and long-term growth of capital and
income. It invests its net assets in a combination of four different Vanguard funds:
a bond fund, a domestic stock fund, an international stock fund, and an asset
allocation fund
Vanguard LifeStrategy Growth Fund 13.12 16.13 N/A
This fund seeks long-term growth of capital and income. It invests its net assets in
a combination of four different Vanguard funds: a bond fund, a domestic stock fund,
an inter-national stock fund, and an asset allocation fund.
</TABLE>
2001 ANNUAL SALARY AND BONUS DEFERRAL ELECTION
Please submit my request as follows with respect to any calendar 2001 base
salary or fiscal 2001 bonus that I may earn from Ralston Purina Company or its
affiliates. I understand that an election to defer, once made, is IRREVOCABLE,
-----------
and subject to the approval of the Chief Executive Officer and Human Resources
Committee.
<TABLE>
<CAPTION>
<S> <C>
DEFERRAL ELECTION PLEASE CHECK BOX BELOW IF YOU WISH TO DEFER A PORTION OF YOUR
CALENDAR 2001 BASE SALARY OR FISCAL 2001 BONUS. YOU MUST
DEFER AT LEAST $1,000 ANNUALLY TO PARTICIPANT.
Salary I elect to defer _______% of my calendar 2001 Base Annual Salary
(MAXIMUM OF 75%).
Bonus I elect to defer ______%, or all up to $_________, or defer all
in excess of $__________of my 2001 Annual Bonus or any Special
Bonus payable for services performed during the 2001 Fiscal
year end.
No Deferral I elect not to defer my fiscal 2001 bonus or calendar 2001 base
salary.
Deferral Term THIS ELECTION GOVERNS BOTH YOUR 2001 SALARY AND BONUS
DEFERRALS. PERCENTAGES MUST TOTAL 100%.
</TABLE>
I elect to receive __________% of my 2001 base salary and/or bonus deferral
amounts as a short-term payout in January 2002 with interest calculated under
the terms of the Prime Rate Fund, payable in lump sum. IF YOU CHOOSE TO DEFER
----------------------
100% OF YOUR ELIGIBLE SALARY/BONUS SHORT TERM, DO NOT COMPLETE THE FUND
-------------------------------------------------------------------------------
ALLOCATION SECTION BELOW.
--------------------------
I elect to receive _________% of my 2001 base salary and/or bonus deferral
amounts as an intermediate-term payout in January, ______ (indicate any year
-----------------
beginning in 2005 or later), payable in lump sum only.
----------------------------
I elect to receive _________% of my 2001 base salary and/or bonus deferral
amounts as a retirement or termination payment.
FUND ALLOCATION PLEASE ALLOCATE BASE SALARY AND BONUS DEFERRALS IN WHOLE
PERCENTAGE INCREMENTS. TOTALS MUST EQUAL 100%. THIS
SECTION APPLIES ONLY TO
----
INTERMEDIATE AND LONG-TERM DEFERRALS. ALL SHORT-TERM
DEFERRALS ARE AUTOMATICALLY CREDITED WITH INTEREST
UNDER THE TERMS OF THE PRIME RATE FUND.
IMPORTANT NOTE: A 25% COMPANY MATCH IS PROVIDED ONLY ON BONUS DEFERRALS TO THE
--------------------------------------------------------------
RALSTON PURINA EQUITY FUND. SALARY DEFERRALS ARE NOT MATCHED.
--------------- ---------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
SALARY ALLOCATION BONUS ALLOCATION
Ralston Purina Equity Fund _______% _______%
Prime Rate Fund _______% _______%
Vanguard Wellington Fund _______% _______%
Vanguard 500 Index Fund _______% _______%
Vanguard Windsor II Fund _______% _______%
Vanguard Small-Cap Index Fund _______% _______%
Vanguard International Growth Fund _______% _______%
Vanguard LifeStrategy Income Fund _______% _______%
Vanguard LifeStrategy Conservative Growth Fund _______% _______%
Vanguard LifeStrategy Moderate Growth Fund _______% _______%
Vanguard LifeStrategy Growth Fund _______% _______%
100% 100%
------ --------
</TABLE>
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 SECTION DOES
NOT HAVE TO BE COMPLETED; RATHER THAT ELECTION FORM WILL
CONTINUE TO APPLY.
Distributions made before age 50 will be in lump-sum form only. This election
will apply to all Deferred Compensation Plan distributions. This payment form
-----------------
election will apply only to distributions made one year following the date this
--------------------------------------------------------------------------------
form is completed.
-------------------
CHECK ONE: ____ Lump Sum Payment ___ 5 Annual Installments
____ 10 Annual Installments
ACKNOWLEDGEMENT I UNDERSTAND AND AGREE THAT MY PARTICIPATION IN THE
PROGRAM WILL BE SUBJECT TO THE TERMS AND CONDITIONS
OF THE PROGRAM. I UNDERSTAND THAT ANY DEFERRAL ELECTION
THAT I MAKE IS IRREVOCABLE AND CANNOT BE
-----------
CHANGED.
---------------------------- ------------------------------
Signature of Participant Social Security Number
---------------------------- ------------------------------
Name (Print or Type) Today's Date
---------------------------- ------------------------------
Department Location/Floor #
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Home Street Address City State Zip
MAIL OR FAX TO CLARK/BARDES CONSULTING COMPENSATION RESOURCE GROUP, INC. (CRG)
ATTN:LAURA POPE 633 W. 5TH STREET 52ND FLOOR LOS ANGELES, CA 90071-2086
FAX NUMBER: 213-438-6600
THIS FORM MUST BE POSTMARKED OR FAXED NO LATER THAN DECEMBER 28, 2000
