AGREEMENT FOR DEFERRAL OF 1997 ANNUAL AND SPECIAL CASH BONUS
Xxxxxxx Purina Company ("Company") and NAME agree that, of the $ ANNUAL
----- --------
Annual Bonus and $ SPECIAL Special Bonus awarded to Participant under the 1997
---------
Annual and Special Cash Bonus Award Program, $ DEFERRED shall be deferred,
----------
effective November 1, 1997, as requested by Participant, into the option or
options available under the Deferred Compensation Plan for Key Employees
("Plan"), which is attached hereto as Exhibit A and incorporated by reference
herein.
Pursuant to Participant's request, the following amounts have been
deferred for Participant in the manner set forth below:
(1) EQUITY OPTION -
-----------------
(a) $ Equity in a Deferred Stock Equivalent Account in Participant's name
--------
under the Equity Option as set forth in Section 2.2 of the Plan.
(b) $ Match in a Deferred Stock Equivalent Account in Participant's name
-------
representing Company Matching Deferral (25% of amount listed in 1(a) above) as
set forth in Section 2.2(b) of the Plan.
(2) SHORT-TERM VARIABLE INTEREST OPTION - $ Short in a Deferred
----------------------------------- -------
Cash Account in Participant's name under the Variable Interest Option as set
forth in Section 2.3 of the Plan; provided, however, that, notwithstanding any
provision to the contrary contained in the Plan, amounts attributable to
deferrals into the Short-Term Variable Interest Option shall be paid to
Participant in January 1998.
(3) LONG-TERM VARIABLE INTEREST OPTION - $ Long in a Deferred
---------------------------------- ------
Cash Account in Participant's name under the Variable Interest Option as set
forth in Section 2.3 of the Plan.
Participant's deferral hereunder is pursuant to the Plan and is subject
in all respects to the terms and conditions of this Agreement and of the Plan.
No other communications or representations, written or oral, made prior or
subsequent to this Agreement shall be deemed to amend or modify the terms of
this deferral except by an agreement in writing executed by the parties
subsequent to the date of this Agreement, expressly consenting to such
amendment or modification. Participant hereby waives any rights, and releases
Company from any claim, based on any such prior communications or
representations, if any.
ACCEPTED: XXXXXXX PURINA COMPANY
______________________________ By:______________________________
Participant X. X. Xxxxxx
Vice President and
Director, Administration
______________________________
Date
i:sec\10k-97\x10xviii.doc
