March  30,  2000

Ralston  Purina  Company
Checkerboard  Square
St.  Louis,  MO  63164-0001
Attention:     James  R.  Elsesser
          Chief  Financial  Officer

Energizer  Holdings,  Inc.
Checkerboard  Square
St.  Louis,  MO  63164-0001
Attention:     Daniel  Corbin
          Executive  Vice  President  -
          Finance  and  Control

Gentlemen:

     Reference  is  hereby made to the 5-Year Credit Agreement dated as of March
30,  2000  among  Ralston Purina Company, a corporation organized under the laws
of  the  State  of Missouri (the "Ralston") as the initial borrower prior to the
assignment  to  and  assumption  by  Energizer  Holdings,  Inc.,  a  corporation
organized  under  the  laws of the State of Missouri ("Borrower"), the financial
institutions  parties  thereto  as  lenders,  Bank  One,  NA, in its capacity as
administrative  agent,  Bank  of  America,  N.A., in its capacity as syndication
agent,  and  Wachovia  Bank,  N.A.,  in its capacity as documentation agent (the
"5-Year  Credit  Agreement").  Capitalized  terms  used  herein  and not defined
herein  shall  have  the  meanings given to them in the 5-Year Credit Agreement.

     In  connection  with  the  consummation  of  the  Transactions, Ralston has
requested  a  term  loan  in  the aggregate principal amount of $67,000,000 (the
"Term Loan") which would be made in a single advance on March 30, 2000 and would
mature  on  the  date  which  is  the  earliest  of (1) if the Spin-Off and Debt
Assumption  have  not  occurred  prior  thereto,  April 4, 2000; (2) the date of
receipt  by the Borrower or any of its Subsidiaries of proceeds from the initial
funding  under  the  Receivables  Purchase  Documents;  and  (3) April 14, 2000.
Amounts  repaid by Ralston or the Borrower with respect to the Term Loan may not
be  reborrowed.

     Bank  One,  NA (the "Lender") is pleased to agree to make such Term Loan to
Ralston,  to  be  assigned  to  and assumed by the Borrower pursuant to the Debt
Assumption  Agreement,  subject  to  the  terms  and  conditions of this letter.

          (a)  The  Term  Loan  will  be  evidenced and governed by the Lender's
standard  form  of master note (the "Note"), a copy of which is attached hereto.
The Term Loan shall bear interest at a rate equal to the Lender's corporate base
rate of interest announced by the Lender from time to time minus 2.00%, changing
                                                           -----
when  and  as  the  corporate  base  rate  changes, with interest payable on the
Maturity  Date,  and  on  demand  thereafter.

          (b)  Interest  and  fees  will be computed on the basis of actual days
elapsed  on  a  365-day  year  basis.

          (c)  Ralston  will  use  the  proceeds  of  the  Term Loan for general
corporate  purposes.

          (d)  Ralston and the Borrower will provide the Lender with each of the
following  before  the  Term  Loan  is  funded:  (i)  an  appropriate  corporate
resolution, (ii) an incumbency certificate, (iii) an opinion of counsel, (iv) an
officer's certificate from the Borrower certifying that the Receivables Purchase
Documents  have  been  executed by all the parties thereto and all conditions to
effectiveness  thereof  and  the initial purchase thereunder have been met other
than  the  consummation  of the Spin-Off and (v)  Ralston and the Borrower shall
have  executed  the  Debt  Assumption  Agreement.

          (e)  The  Lender  shall  have  no  obligation  to  make  the Term Loan
hereunder (and the Term Loan and all accrued and unpaid interest thereon, at the
option  of  the  Lender,  may  be  declared  immediately due and payable without
notice)  if:  (i)  there  is  any  failure by Ralston or the Borrower to pay any
principal,  interest, fees, or other obligations when due under this letter, the
Note,  or  any other agreement or arrangement with the Lender, (ii) there exists
any  default  under  the  Note,  or  any violation or failure to comply with any
provision  of this letter or the Note and such default or failure shall continue
unremedied  for  thirty  (30) days after the earlier to occur of (a) the date on
which  written notice from the Lender is received by the Borrower of such breach
and (b) the date on which a member of the Senior Management Team of the Borrower
had  knowledge  of  the  existence  of  such  breach or should have known of the
existence  of such breach, (iii) there occurs any material adverse change in the
condition  or  results of operations of the Borrower and its Subsidiaries, taken
as  a  whole, since the date of the quarterly financial statements most recently
delivered to the Lender prior to the date of this letter, (iv) any litigation is
pending  or  threatened  against  the  Borrower  or  any  Subsidiary which would
reasonably  be  expected  to  have  a  material  adverse effect on the financial
condition  or  results of operations of the Borrower and its Subsidiaries, taken
as  a  whole,  or  on  the  ability of Ralston or the Borrower to consummate the
Transactions;  (v)  there  is  a  material default under any agreement governing
indebtedness  of  the  Borrower or any Subsidiary which individually or together
with  such  other indebtedness as to which any such failure or breach exists has
an  aggregate  outstanding principal amount equal to or greater than $30,000,00,
(vi)  any  petition is filed by or against Ralston, the Borrower or any Material
Subsidiary  of  the  Borrower under the Federal Bankruptcy Code or similar state
law,  (vii)  Ralston,  the  Borrower  or any Material Subsidiary of the Borrower
becomes  insolvent,  howsoever evidenced or (viii) other than as a result of the
consummation  of  the  Spin-Off,  Ralston  shall  cease  to  own,  directly  or
indirectly,  all  of  the outstanding capital stock of the Borrower.  The Lender
may  require  a  certificate  of  compliance  with  these  conditions  from  the
Borrower's  Chief  Financial  Officer  or Treasurer as a condition to making any
loan  hereunder.

     (f)  From  and after the Maturity Date, the Lender may make assignments and
sell participations in the Term Loan, and may disclose information pertaining to
the Borrower to prospective assignees and participants.  Any such assignment may
be made only with the Borrower's consent (which consent will not unreasonably be
withheld).

     (g)  The Lender and any other person or entity with an interest in the Note
(a  "Holder")  shall  hold all nonpublic information obtained in connection with
this  Letter Agreement and identified as such by the Borrower in accordance with
such Holder's customary procedures for handling confidential information of this
nature  and  in  accordance with safe and sound commercial lending or investment
practices  and  in  any  event  may  make  disclosure  reasonably  required by a
prospective Holder in connection with a contemplated participation or assignment
permitted  by the immediately prior paragraph or as required or requested by any
governmental  authority  or  any  securities exchange or similar self-regulatory
organization  or  representative thereof or pursuant to a regulatory examination
or  legal  process  and  shall require any such prospective Holder to agree (and
require  any  of its transferees to agree) to comply with the provisions hereof.
In  no  event  shall the Lender or any Holder be obligated or required to return
any  materials  furnished  by  the Borrower; provided, however, each prospective
Holder  shall  be  required to agree that if it does not become a participant or
assignee  it  shall  return all materials furnished to it by or on behalf of the
Borrower  in  connection  with  this  Letter  Agreement.

          (h)  This  letter  agreement shall be effective as of the date of this
letter  when  the  Borrower has signed and returned to the Lender a copy of this
letter.
<PAGE>

          (i)  THIS  LETTER  AND THE NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF ILLINOIS.  BOTH PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN THE
EVENT  THIS  LETTER  OR  THE  NOTE  BECOMES  THE  SUBJECT  OF  A  DISPUTE.

                         Very  truly  yours,

                         BANK  ONE,  NA
                         (Main  Office  Chicago)

                         By:  /s/  Bank  One,  N.A.

                         Title:

Accepted  and  agreed:

RALSTON  PURINA  COMPANY

By:   /s/  James  R.  Elsesser

Title:  Chief  Financial  Officer

ENERGIZER  HOLDINGS,  INC.



By:  /s/ Daniel E. Corbin, Jr.

Title: Executive Vice President, Finance and Control