RALSTON PURINA CO
RESOLUTION
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>19
<FILENAME>y49240ex10-16.txt
<DESCRIPTION>RESOLUTION
<TEXT>

<PAGE>   1
EXHIBIT (10)(xvi)


        Amendment to Second-to-Die Split-Dollar Insurance Benefit Plan

      RESOLVED, further, that effective January 15, 2001, the Board hereby
      approves amendments to the Second-to-Die Insurance Benefit Plan with
      respect to the split-dollar agreements between the Company and certain
      employees to provide that, upon a change in control, (a) the insurance
      policy assignment under the split-dollar arrangement shall be held by
      Wachovia Bank of North Carolina, N.A. as Trustee under the Trust Agreement
      regardless of whether the participant voluntarily or involuntarily
      terminates employment following a change in control, and (b) with respect
      to the insurance policy subject to any such split-dollar agreement, the
      participant shall not be required to pay more than the premium amount set
      forth in applicable tables published by the Internal Revenue Service,
      based upon the ages of the participant and his or her beneficiary; and

      RESOLVED, further, that the Authorized Officers and other appropriate
      representatives of the Company be, and each of them hereby is, authorized,
      empowered and directed, in the name and on behalf of the Company, to
      execute such certificates, instruments and documents and take any and all
      other such actions as such officers or representatives shall deem
      necessary, advisable or appropriate in order to amend the Second-to-Die
      Insurance Benefit Plan and split-dollar agreements and carry out the
      intent and purpose of the foregoing resolutions, the taking of any such
      action to be deemed conclusive evidence that the Board and the Company
      have authorized such action.



</TEXT>
</DOCUMENT>
