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  ("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  (the "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  from  Bank  of  America,  N.A.  (the "Lender")  in the
aggregate principal amount of $175,000,000 (the "Term Loan") which would be made
in  a  single advance on or prior to March 31, 2000 and would mature on the date
which  is  the  earliest  of  (a)  if  the Spin-Off and Debt Assumption have not
occurred  prior  thereto, April 4, 2000; (b) the date of receipt by the Borrower
or  any  of  its  Subsidiaries  of  proceeds  from the initial funding under the
$175,000,000  senior  notes  of the Borrower issued in three series due April 1,
2003,  April  1,  2005 and April 1, 2007, respectively (the "Senior Notes"); and
(c)  April  10,  2000.

Amounts  repaid  by  Ralston  or  the  Borrower  may  not  be  reborrowed.

     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  in  the form of Exhibit "A" hereto (the "Debt Assumption Agreement"),
subject  to  the  terms  and  conditions  of  this  letter.


<PAGE>
(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 as Exhibit
"B".  The  Term  Loan  or  portions thereof ("Loans" under and as defined in the
Note) shall bear interest at a rate equal to the Lender's prime rate of interest
announced by the Lender from time to time minus 2.00%, changing when and as such
                                          -----
prime  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  360-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 Ralston certifying that (A) each of the 5-Year Credit
Agreement  and  the  364-Day  Credit  Agreement has been executed by all parties
thereto  (including  Bank  of America, N.A.) and all conditions to effectiveness
thereof  have  been  met, (B) the letter agreement between Bank One, N.A. ("Bank
One")  and  Ralston  providing  for  a  term loan in an amount at least equal to
$60,000,000  by Bank One and all documents related thereto have been executed by
all  parties  thereto and all conditions to effectiveness thereof have been met,
and (C) there is at least $175,000,000 in aggregate borrowing capacity available
to  Ralston  under  one or more committed credit facilities, 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,  (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 might 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 default
under  any  agreement  governing indebtedness of the Borrower or any Subsidiary,
(vi) any petition is filed by or against Ralston, the Borrower or any Subsidiary
of  the  Borrower  under the Federal Bankruptcy Code or similar state law, (vii)
Ralston,  the  Borrower  or  any  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, (ix) prior to consummation of the
Spin-Off,  there  is  less  than  $175,000,000  in  aggregate borrowing capacity
available  to  Ralston  under  its  committed  credit  facilities,  (x)  after
consummation  of  the  Spin-Off,  there  is  less than $175,000,000 in aggregate
borrowing  capacity  available under the 5-Year Credit Agreement and the 364-Day
Credit  Agreement,  or  (xi)  there shall have occurred an adverse change in the
market  for  private  placement of senior debt or a disruption of, or an adverse
change  in,  financial,  banking  or  capital market conditions, in each case as
determined  by the Lender.  "Subsidiary" means (i) any corporation of which more
than  50% of the outstanding securities having ordinary voting power is owned or
controlled,  directly  or  indirectly,  by the Borrower or by one or more of its
Subsidiaries,  or  (ii)  any  partnership, association, joint venture or similar
business  organization  of which more than 50% of the ownership interests having
ordinary  voting  power  are  so  owned or controlled.  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)          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)          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.

(h)          This  letter  agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  an  original,  but all of which shall
together  constitute  one  and  the  same  agreement.



(i)  THIS  LETTER  AND  THE  NOTE  SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE  OF  TEXAS.  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  OF  AMERICA,  N.A.



                         By: /s/ Bank of America, 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