DEBT  ASSIGNMENT,  ASSUMPTION  AND  RELEASE  AGREEMENT


     THIS  DEBT  ASSIGNMENT,  ASSUMPTION  AND RELEASE AGREEMENT ("Agreement") is
dated  effective  as  of  April  1, 2000, by and among RALSTON PURINA COMPANY, a
Missouri  corporation  ("Ralston"),  ENERGIZER  HOLDINGS,  INC.,  a  Missouri
corporation  ("Energizer")  and  BANK  OF  AMERICA,  N.A.  (the  "Bank").


                              W I T N E S S E T H:

     WHEREAS,  Ralston is the borrower under that certain letter agreement dated
as of March 30, 2000 by and between Ralston and the Bank (such letter agreement,
as  the  same  may  be amended, restated supplemented or otherwise modified from
time  to  time,  the  "Bridge  Agreement").

     WHEREAS,  Energizer  is  a  wholly  owned  subsidiary  of  Ralston.

     WHEREAS, effective April 1, 2000, Ralston will distribute all of the shares
of  Energizer's  capital stock to Ralston's shareholders, following which all of
Energizer's  shares  will  be  held  by  Ralston's  shareholders  (the "Spin-Off
Transaction").

     WHEREAS,  in connection with the consummation of the  Spin-Off Transaction,
Ralston  desires  to  assign to Energizer and Energizer desires to assume all of
the  indebtedness,  obligations  and  liabilities  of  Ralston  under the Bridge
Agreement.

     WHEREAS,  the  Bank has consented to the assignment by Ralston to Energizer
under  and  subject  to  the  terms  and conditions contained in this Agreement.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged by the parties hereto Ralston,
Energizer  and  the  Bank  hereby  agree  as  follows:

     1.     Assignment  of  Rights.  As  of  the "Effective Date" (as defined in
            ----------------------
Section  8  below),  Ralston  hereby  assigns  all  of  its  rights,  duties and
   -------
obligations  under  the  Bridge  Agreement  to  Energizer,  all on the terms and
   ------
subject  to  the  conditions  set  forth  in  the Bridge Agreement.  Each of the
   ---
parties  to  this  Agreement  acknowledges  and  agrees  that from and after the
   ---
Effective  Date,  Ralston  shall  cease  to  have  any  rights  under the Bridge
   ---
Agreement  as  the  "Borrower"  thereunder  and shall cease to be a party to the
   ---
Bridge  Agreement or the other documents, instruments and agreements executed in
   -
connection  therewith.  From and after the Effective Date, all references in the
Bridge  Agreement  to the "Borrower" shall mean and be a reference to Energizer.

     2.     Assumption  of  Obligations.  As  of  the  Effective Date, Energizer
            ---------------------------
hereby  assumes,  as  its  direct and primary obligation, all rights, duties and
obligations of Ralston under the Bridge Agreement, including, without limitation
the  payment  and  performance  obligations  and  all  other  liabilities  and
obligations  of  Ralston  under  the  Bridge  Agreement  consisting, among other
things,  of  the  obligation  to  repay  all  loans made to Ralston prior to the
Effective Date under the Bridge Agreement, to pay interest and fees with respect
to all such liabilities and obligations, and indemnification obligations related
thereto  (collectively  the "Assumed Obligations") and hereby agrees to make all
payments  required  under Bridge Agreement as in effect from time to time and to
discharge  the Assumed Obligations as they become due or are declared due.  Each
of  the  parties  hereto  acknowledges  that  from and after the Effective Date,
Ralston  has assigned to Energizer all of the rights of Ralston under the Bridge
Agreement,  all  on  the  terms  and  subject to the conditions set forth in the
Bridge  Agreement.  From  and  after  the  Effective  Date,  Energizer agrees to
perform  and  discharge  all  of  the  Assumed  Obligations,  including, without
limitation, performance and observance of all of the covenants and conditions of
the  Bridge  Agreement  to  be performed or observed by Ralston thereunder or in
connection therewith, and to be bound in all respects by the terms of the Bridge
Agreement  as  they relate to Ralston as if Energizer were an original signatory
thereto.

     3.     Release  from  Duties.  In  consideration  of  the  assumption  by
            ---------------------
Energizer,  from  and  after  the Effective Date, the Bank confirms that Ralston
shall be discharged from all of its duties and obligations as Borrower under the
Bridge  Agreement  and  the  other documents, instruments and agreements entered
into in connection therewith and that from and after the Effective Date, Ralston
shall  have  no  further  obligations  or  liabilities  thereunder  to the Bank.

     4.     Ralston Representations and Warranties.  To induce Energizer and the
            --------------------------------------
Bank  to  consent  to  Energizer's assumption of the Assumed Obligations and the
release of Ralston as set forth above, Ralston hereby represents and warrants to
the  Bank  that,  as  of  the  date  hereof  and  as  of  the  Effective  Date:

     (a)     Ralston  (i)  is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization; (ii) is
duly  qualified  to do business as a foreign corporation and is in good standing
under  the  laws of each jurisdiction in which failure to be so qualified and in
good  standing  will  have  or  is  reasonably likely to have a material adverse
effect  on  the  business,  condition  (financial  or  otherwise),  operations,
performance, properties or prospects of Ralston and its subsidiaries, taken as a
whole,  and  (iii) has all requisite corporate power and authority to enter into
the  transactions  contemplated  by  this  Agreement.

     (b)     Ralston has the requisite corporate power and authority to execute,
deliver  and  perform  its  obligations  under  this  Agreement.

     (c)     Ralston  has  taken all necessary corporate action to authorize the
execution  and  delivery  of, and the performance of its obligations under, this
Agreement.

     (d)     This  Agreement  has  been  duly  executed  and  delivered  and
constitutes  the  legal,  valid  and  binding  obligation of Ralston enforceable
against  Ralston  in  accordance with its terms (except as enforceability may be
limited  by bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors'  rights  generally  and  by  general  equitable principles, including
concepts  of  reasonableness,  materiality,  good faith and fair dealing and the
possible  unavailability  of  specific  performance,  injunctive relief or other
equitable  remedies  (whether  enforcement  is  sought  in  equity  or at law)).

     5.     Energizer  Representations  and  Warranties.  To  induce the Bank to
            -------------------------------------------
enter  into  this  Agreement  and  to  induce the Bank to consent to Energizer's
assumption  of the Assumed Obligations, Energizer hereby represents and warrants
to  the  Lenders  and  the  Agents  that,  as  of  the date hereof and as of the
Effective  Date:

     (a)     Energizer (i) is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization; (ii) is
duly  qualified  to do business as a foreign corporation and is in good standing
under  the  laws of each jurisdiction in which failure to be so qualified and in
good  standing  will  have  or  is  reasonably likely to have a Material Adverse
Effect;  and  (iii)  has  all  requisite  corporate  power and authority to own,
operate  and  encumber  its  property  and  to conduct its business as presently
conducted  and  as proposed to be conducted in connection with and following the
consummation  of  the  transactions  contemplated  by  this  Agreement.

     (b)     Energizer  has  the  requisite  corporate  power  and  authority to
execute,  deliver  and  perform  its  obligations  under  this Agreement, and to
perform  its  obligations  under the Bridge Agreement, and all other agreements,
instruments and documents executed and delivered or to be executed and delivered
by  it  pursuant  hereto  or  in  connection  herewith.

     (c)     Energizer has taken all necessary corporate action to authorize the
execution  and  delivery  of, and the performance of its obligations under, this
Agreement  and  all  other  agreements,  instruments  and documents executed and
delivered  by  Energizer  pursuant  hereto  or  in  connection  herewith.

     (d)     This  Agreement  and all other agreements, instruments or documents
executed  and  delivered  by Energizer pursuant hereto or in connection herewith
have  been  duly  executed  and  delivered  and  constitute the legal, valid and
binding  obligations  of  Energizer  enforceable against Energizer in accordance
with  their  terms  (except  as  enforceability  may  be  limited by bankruptcy,
insolvency,  or  similar  laws  affecting  the  enforcement of creditors' rights
generally  and  by  general  equitable  principles,  including  concepts  of
reasonableness,  materiality,  good  faith  and  fair  dealing  and the possible
unavailability  of  specific  performance,  injunctive relief or other equitable
remedies  (whether  enforcement  is  sought  in  equity  or  at  law)).

     7.     Further  Assurances.  Energizer  hereby  agrees to take such further
            -------------------
action  as  may  be reasonably requested by the Bank to effect the provisions of
this  Agreement,  including,  without  limitation, executing a supplement to the
Bridge  Agreement  and  the  documents,  instruments  and agreements executed in
connection  therewith  pursuant to which Energizer confirms that it has become a
party  to the Bridge Agreement and other agreements as the "Borrower" thereunder
as  though  it  was  an  original  party  thereto.

      8.     Effectiveness  of this Agreement.  Notwithstanding anything herein,
             --------------------------------
in  the  Credit  Agreements  or  any  of  the  other  documents, instruments and
agreements  executed  in  connection  therewith to the contrary, the assignment,
assumption  and  release  set  forth  in  Sections 1, 2 and 3 above shall not be
                                          ----------  -     -
effective  until  each  of  the  following  have  been  satisfied:

This  Agreement  shall  have  been executed and delivered by each of the parties
hereto;  and

The  conditions  precedent  to  the Debt Assumption Agreement (as defined in the
5-Year  Credit  Agreement)  shall  have  been  satisfied.

The  date  upon which all of the conditions to effectiveness shall have been met
is  sometimes  referred  to  herein  as  the  "Effective  Date."

     9.     Section  Headings.  The Section headings contained in this Agreement
            -----------------
are  for  reference purposes only and shall not affect in any way the meaning or
interpretation  of  this  Agreement.

     10.     CHOICE OF LAW.  THE BANK ACCEPTS THIS AGREEMENT AT DALLAS, TEXAS BY
             -------------
ACKNOWLEDGING  AND AGREEING TO IT THERE.  ANY DISPUTE BETWEEN RALSTON, ENERGIZER
AND  THE  BANK  ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP  ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY
OF  THE  OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE,  SHALL  BE  RESOLVED  IN  ACCORDANCE  WITH THE INTERNAL LAWS (WITHOUT
REGARD  TO  THE  CONFLICTS  OF  LAWS  PROVISIONS)  OF  THE  STATE  OF  TEXAS.

     11.     CONSENT  TO  JURISDICTION;  SERVICE  OF  PROCESS;  JURY  TRIAL.
             --------------------------------------------------------------

     (A)     EXCLUSIVE JURISDICTION.  EXCEPT AS PROVIDED IN SUBSECTION (B), EACH
             ----------------------
OF  THE  PARTIES  HERETO  AGREES  THAT  ALL  DISPUTES AMONG THEM ARISING OUT OF,
CONNECTED  WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM  IN  CONNECTION  WITH,  THIS  AGREEMENT  OR ANY OF THE OTHER LOAN DOCUMENTS
WHETHER  ARISING  IN  CONTRACT,  TORT,  EQUITY,  OR OTHERWISE, SHALL BE RESOLVED
EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN DALLAS, TEXAS, BUT THE PARTIES
HERETO  ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT  LOCATED  OUTSIDE  OF DALLAS, TEXAS.  EACH OF THE PARTIES HERETO WAIVES IN
ALL  DISPUTES  BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY
HAVE  TO  THE  LOCATION  OF  THE  COURT  CONSIDERING  THE  DISPUTE.

     (B)     OTHER  JURISDICTIONS.  RALSTON  AND  ENERGIZER  AGREE THAT THE BANK
             --------------------
SHALL  HAVE THE RIGHT TO PROCEED AGAINST RALSTON OR ENERGIZER OR ITS PROPERTY IN
A  COURT  IN  ANY  LOCATION  TO  ENABLE  SUCH  PERSON  TO  (1)  OBTAIN  PERSONAL
JURISDICTION  OVER RALSTON OR ENERGIZER OR (2) IN ORDER TO ENFORCE A JUDGMENT OR
OTHER  COURT  ORDER  ENTERED  IN  FAVOR  OF  SUCH  PERSON.  EACH  OF RALSTON AND
ENERGIZER  AGREES  THAT  IT  WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS
OR  TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON BUT SHALL
ONLY  BE  PERMITTED  TO  BRING  ANY SUCH PERMISSIVE COUNTERCLAIM IN A PROCEEDING
BROUGHT  PURSUANT  TO  CLAUSE  (A).  EACH  OF  RALSTON  AND ENERGIZER WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS
COMMENCED  A  PROCEEDING  DESCRIBED  IN  THIS  SUBSECTION  (B).

     (C)     VENUE.  EACH  OF  RALSTON  AND  ENERGIZER  IRREVOCABLY  WAIVES  ANY
             -----
OBJECTION  (INCLUDING,  WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE
OR  BASED  ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER
HAVE  TO  THE  BRINGING  OF  ANY  SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT  OR  ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN  CONNECTION  HEREWITH  IN  ANY  JURISDICTION  SET  FORTH  ABOVE.

     (D)     WAIVER  OF  JURY  TRIAL.  EACH  OF  THE  PARTIES HERETO IRREVOCABLY
             -----------------------
WAIVES  ANY  RIGHT  TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING  IN  CONTRACT,  TORT,  OR  OTHERWISE,  ARISING  OUT OF, CONNECTED WITH,
RELATED  TO  OR  INCIDENTAL  TO  THE  RELATIONSHIP  ESTABLISHED  AMONG  THEM  IN
CONNECTION  WITH  THIS  AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES
AND  CONSENTS  THAT  ANY  SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED  BY  COURT  TRIAL  WITHOUT  A JURY AND THAT ANY PARTY HERETO MAY FILE AN
ORIGINAL  COUNTERPART  OR  A  COPY  OF  THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE  OF  THE  CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL  BY  JURY.

     (E)     ADVICE  OF  COUNSEL.  EACH  OF THE PARTIES REPRESENTS TO EACH OTHER
             -------------------
PARTY  HERETO  THAT  IT  HAS  DISCUSSED  THIS  AGREEMENT  AND, SPECIFICALLY, THE
PROVISIONS  OF  SECTION  11  WITH  ITS  COUNSEL.

     12.     Severability.  Any  provision  of this Agreement that is held to be
             ------------
inoperative,  unenforceable,  or  invalid  in any jurisdiction shall, as to that
jurisdiction,  be  inoperative,  unenforceable, or invalid without affecting the
remaining  provisions  in that jurisdiction or the operation, enforceability, or
validity  of  that  provision  in  any  other  jurisdiction, and to this end the
provisions  of  this  Agreement  are  declared  to  be  severable.

     13.     Counterparts.  This  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.

     14.     Definitions.   Capitalized terms not otherwise defined herein shall
             -----------
have  the  meanings  ascribed  to  them  in  the  Bridge  Agreement.



                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
                   ==========================================


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  and  delivered by their proper and duly authorized officer as of
the  day  and  year  first  set  for  above.

                              RALSTON  PURINA  COMPANY



                              By:  /s/ James R. Elsesser
                                   Name:  James R. Elsesser
                                   Title: Chief Financial Officer



                              ENERGIZER  HOLDINGS,  INC.



                              By:   /s/ Daniel E. Corbin, Jr.
                                   Name: Daniel E. Corbin, Jr.
                                   Title: Executive Vice President,
                                          Finance and Control



                              BANK  OF  AMERICA,  N.A.,



                              By:  /s/ Bank Of America, N.A.
                                   Name:
                                   Title: