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  pertain-
ing to the Borrower to prospective assignees and participants.  Any such assign-
ment 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 assign-
ment 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 pro-
visions 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/William J. Oleferchik
                         Title:  Vice President

Accepted  and  agreed:

RALSTON  PURINA  COMPANY

By: /s/ James R. Elsesser

Title:  Chief Financial Officer

<PAGE>
------
Effective  as  of  April  1,  2000,
assigned  to  and  assumed  pursuant
to  the  terms  of  that  certain  Debt
Assignment,  Assumption
and  Release  Agreement
dated  as  of  April  1,  2000  among  Ralston,
the  Borrower  and  the  Bank

ENERGIZER  HOLDINGS,  INC.


By:/s/Daniel E. Corbin

Title:Executive Vice President - Finance and Control


<PAGE>


                                MASTER  NOTE
                              (FLOATING  RATE)

$67,000,000                              Date:  March  30,  2000

FOR VALUE RECEIVED, RALSTON PURINA COMPANY ("Ralston") or, after consummation of
the  "Debt  Assumption"  (as such term is defined in the 5-Year Credit Agreement
referenced  in the Letter Agreement referred to below), ENERGIZER HOLDINGS, INC.
(the  "Borrower")  promises to pay to the order of BANK ONE, NA (the "Bank"), in
lawful money of the United States at the office of the Bank at 1 Bank One Plaza,
Chicago,  Illinois,  or  as  the  Bank  may  otherwise  direct,  the  lesser  of
Sixty-Seven  Million  and  NO/100ths  Dollars  ($67,000,000)  or  the  aggregate
outstanding  unpaid  principal  amount  of  loans  evidenced  hereby  ("Loans"),
together  with  interest  as  provided  below.

Any  person  authorized  to borrow on behalf of Ralston (an "Authorized Person")
may  request  a Loan by telephone or telex.  Ralston and the Borrower agree that
the  Bank  is  authorized to honor requests which it believes, in good faith, to
emanate  from  an  Authorized  Person,  whether in fact that be the case or not.

All  Loans  shall  bear  interest  at a rate equal to the corporate base rate of
interest  announced by the Bank from time to time minus 2.00%, changing when and
                                                  -----
as the corporate base rate changes. The Loans shall be payable on  the "Maturity
Date"  (as such term is defined in the Letter Agreement defined below). Interest
on  the  Loans  shall  be payable on the Maturity Date and on demand thereafter.
Any  Loan  which  is  not  paid on the Maturity Date (or any earlier accelerated
maturity  date  or  date  when  due)  shall bear interest at a rate equal to the
corporate  base  rate  of  interest  announced  by  the  Bank from time to time,
changing  when  and  as  the  corporate  base  rate  changes.

Each  payment  of  principal  or interest hereunder shall be made in immediately
available  funds  in United States Dollars.  If any payment shall become due and
payable  on a Saturday, Sunday or legal holiday under the laws of Illinois, such
payment  shall  be  made on the next succeeding business day in Illinois and any
such  extended time of the payment of principal or interest shall be included in
computing  interest.  All  interest  hereunder  shall be computed for the actual
number of days elapsed on a 365-day year basis.  Ralston and the Borrower hereby
authorize  the Bank to deposit the proceeds of Loans to Ralston's account at the
Bank or such other account as may be designated by Ralston.  The Borrower hereby
authorizes  the  Bank  to charge payments of principal and interest against, the
Borrower's  deposit  account  with  the  Bank.

The Loans may be prepaid by Ralston or the Borrower, without premium or penalty.
Amounts  prepaid  or  repaid  may  not  be  reborrowed.

Ralston  and  the  Borrower  hereby authorize the Bank to record Loans, interest
rates,  repayments,  and  payment dates on the schedule attached to this Note or
otherwise  in  accordance  with  the  Bank's  usual practice.  The obligation of
Ralston  and,  after  the  Debt Assumption, the Borrower to repay each Loan made
hereunder shall be absolute and unconditional notwithstanding any failure of the
Bank  to  enter such amounts on such schedule or to receive written confirmation
of  the  transaction  from  the  Ralston or the Borrower. If the Bank requests a
written  confirmation  of a requested Loan, Ralston or the Borrower will confirm
the  terms  of  each Loan by mailing a confirmation letter to the Bank signed by
any Authorized Person.  If the Bank elects to confirm the terms of a Loan to the
Borrower,  the  Borrower will notify the Bank in writing within 10 business days
after  the  Borrower's  receipt  of  such  confirmation  if  it  believes  such
confirmation  to  be  inaccurate,  and  the  Borrower hereby waives any right to
contest the accuracy of such confirmation after such 10-business day period.  In
the  event  of disagreement as to the terms of a transaction, the Bank's records
shall  govern,  absent  manifest  error.

From  and  after the Maturity Date, the Bank may elect to sell participations in
or  assign  its  rights  under Loans.  Ralston and the Borrower agree that if it
fails  to pay any Loan when due, any purchaser of an interest in such Loan shall
be entitled to seek enforcement of this note if the purchaser is permitted to do
so  pursuant  to  the  terms of the participation agreement between the Bank and
such  purchaser.

This  Note  is  the Note issued pursuant to, and is entitled to the benefits of,
the  letter  agreement  between Ralston and the Bank dated of even date herewith
(which,  as  it  may  be amended or modified and in effect from time to time, is
herein  called  the  "Letter Agreement"), to which Letter Agreement reference is
hereby  made  for  a  statement of the terms and conditions governing this Note,
including  the terms and conditions under which the maturity of this Note may be
accelerated.  Nothing  in  this Note shall constitute a commitment to make loans
to  Ralston  or  the  Borrower.

If  any  amount  payable  hereunder  is  not  paid  when  due or upon demand, as
applicable,  then  any  indebtedness  from  the  Bank  to  Ralston,  if the Debt
Assumption  has  not  occurred, or the Borrower may be offset and applied toward
the  payment  of  all  unpaid  principal,  interest  and fees payable hereunder,
whether  or  not  such amounts, or any part thereof, shall then be due.  Ralston
and  the  Borrower expressly waive any presentment, demand, protest or notice in
connection  with  this  note  now,  or hereafter, required by applicable law and
agree  to  pay  all  costs  and  expenses  of  collection.

THIS  NOTE  SHALL BE GOVERNED BY THE INTERNAL LAW (AND NOT THE LAW OF CONFLICTS)
OF  THE STATE OF ILLINOIS, GIVING EFFECT, HOWEVER, TO FEDERAL LAWS APPLICABLE TO
NATIONAL  BANKS.  RALSTON,  THE BORROWER AND THE BANK EACH HEREBY WAIVE TRIAL BY
JURY  IN  ANY  JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER  SOUNDING  IN  TORT,  CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED  TO,  OR  CONNECTED  WITH  THIS  NOTE  OR  THE  RELATIONSHIP ESTABLISHED
HEREUNDER.



                              RALSTON  PURINA  COMPANY


                              By:----------------------------

                              Title:-------------------------


Effective  as  of  April  __,  2000,
assigned  to  and  assumed  pursuant
to  the  terms  of  that  certain  Debt
Assignment,  Assumption
and  Release  Agreement
dated  as  of  April  __,  2000  among  Ralston,
the  Borrower  and  the  Bank

ENERGIZER  HOLDINGS,  INC.


By:____________________________________

Title:___________________________________