DEBT ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT

THIS  DEBT  ASSIGNMENT,   ASSUMPTION   AND  RELEASE  AGREEMENT  ("Agreement") is
made  as  of  April  1,  2000,  by  and among RALSTON PURINA COMPANY, a Missouri
corporation  ("Ralston"),  ENERGIZER  HOLDINGS,  INC.,  a  Missouri  corporation
("Energizer")  and  BANK ONE, NA, individually  and in its capacity as agent for
the  "Lenders"  (as  defined  below).
                              W I T N E S S E T H:
WHEREAS, Ralston is the borrower under that certain 5-Year Revolving Credit
Agreement  dated  as  of  March  30,  2000  by  and among Ralston, the financial
institutions  from  time  to  time  parties  thereto  as  Lenders  (the  "5-Year
Lenders"),  Bank  One,  N.A.,  as  the Administrative Agent (the "Administrative
Agent"), Bank of America, N.A., as "Syndication Agent", and Wachovia Bank, N.A.,
as  "Documentation  Agent"  (collectively,  the  "Agents")  (such  5-Year Credit
Agreement,  as  the  same  may  be  amended, restated, supplemented or otherwise
modified  from  time  to  time,  the  "5-Year  Credit  Agreement").

WHEREAS,  Ralston  is  the  borrower under that certain 364-Day Credit Agreement
dated  as  of  March 30, 2000  by and among Ralston,  the financial institutions
from  time  to  time  parties  thereto  as  Lenders (the "364-Day Lenders"), the
Administrative  Agent,  the  Syndication Agent and the Documentation Agent (such
364-Day  Credit Agreement, as the same may be amended, restated, supplemented or
otherwise  modified  from time to time, the "364-Day Credit Agreement"; together
with  the  5-Year  Credit  Agreement,  the  "Syndicated  Agreements").

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

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 Credit
Agreements.

WHEREAS,  the  5-Year  Lenders,  the  364-Day  Lenders  and  the  Bridge  Lender
(collectively,  the  "Lenders")  have  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
Bank  One,  NA, on behalf of the itself, the Agents and the Lenders 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  Credit Agreements to Energizer, including, without limitation, the right to
obtain  Loans  and Letters of Credit under the Syndicated Agreements, all on the
terms and subject to the conditions set forth in the Credit Agreements.  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 Credit
Agreements  as the "Borrower" thereunder and shall cease to be a party to any of
the  Credit  Agreements  or  the  other  documents,  instruments  and agreements
executed  in  connection  therewith.  From  and  after  the  Effective Date, all
references  in  the  Credit  Agreements  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  Credit  Agreements,  including,  without
limitation  the  payment  and performance obligations and  all other liabilities
and  obligations  of Ralston under the Credit Agreements consisting, among other
things,  of  the  obligation  to  repay  all  loans made to Ralston prior to the
Effective  Date  under  the  Credit  Agreements,  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 the Credit Agreements 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
Credit  Agreements, including, without limitation, the right to obtain Loans and
Letters  of  Credit  and  other  financial  accommodations, all on the terms and
subject  to  the  conditions set forth in the Credit Agreements.  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  Credit  Agreements  to be performed or
observed  by  Ralston  thereunder or in connection therewith, and to be bound in
all  respects by the terms of the Credit Agreements 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, Bank One, NA on behalf of itself, the Agents and
the  other  Lenders  confirms  that  Ralston shall be discharged from all of its
duties  and  obligations  as  Borrower under the Credit Agreements 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  Lenders  or  the  Agents.

4.  Ralston  Representations  and Warranties.  To induce Energizer and Bank One,
    ----------------------------------------
NA  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
Bank  One,  NA, the Lenders and the Agents 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 Bank One, NA to
         -------------------------------------------
enter  into  this  Agreement  and to induce the Lenders and Agents to consent to
Energizer's  assumption  of  the  Assumed  Obligations and to hereafter make and
extend  Loans  and  other  financial  accommodations  to  or  for the account of
Energizer  under the Credit Agreements, 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  equisite  corporate  power  and authority to execute,
deliver  and  perform  its  obligations under this Agreement, and to perform its
obligations  under  the Credit Agreements, 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)).
  (e)  Set forth on Exhibit A hereto is a certified calculation of the Net Worth
                    ---------
Condition as of the date hereof and as of the Effective Date after giving effect
to  the  Spin-Off  Transactions.

     7.  Further  Assurances.  Energizer  hereby  agrees  to  take  such further
         -------------------
action  as may be reasonably requested by Bank One, NA, the Agents or any of the
Lenders  to  effect  the  provisions  of  this  Agreement,  including,  without
limitation,  executing  a  supplement  to  each of the Credit Agreements and the
documents,  instruments and agreements executed in connection therewith pursuant
to which Energizer confirms that it has become a party to such Credit Agreements
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:
   (a)  This  Agreement  shall  have  been executed and delivered by each of the
parties  hereto;
   (b)  The  Spin-off  Transactions  shall  have occurred in accordance with the
terms  of  the  Form-10;
   (c)  Bank One, NA has received a certificate from Energizer's chief financial
officer  demonstrating that the Net Worth Condition has been satisfied as of the
effectiveness of and after taking into account all of  the Spin-off Transactions
and  as  of  the  date  of  delivery  thereof;  and
   (d)  Bank One, NA has received a certificate from Energizer's chief financial
officer  that  no  Default  or  Unmatured Default has occurred and is continuing
under  the  Credit  Agreements and all conditions to borrowing contained therein
have  been  and  can  currently  be  met  by  Energizer.

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.  BANK ONE, NA ACCEPTS THIS AGREEMENT, ON  BEHALF  OF
          ---------------
ITSELF, THE  AGENTS  AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING  AND
AGREEING TO IT THERE.  ANY DISPUTE BETWEEN RALSTON, ENERGIZER, BANK ONE,  NA  OR
ANY LENDER 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 (INCLUDING 735  ILCS 105/5-1  ET  SEQ.  BUT  OTHERWISE  WITHOUT  REGARD  TO
THE  CONFLICTS  OF  LAWS PROVISIONS)  OF  THE  STATE  OF  ILLINOIS.

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 CHICAGO, ILLINOIS, BUT THE PARTIES HERETO
ACKNOWLEDGE  THAT  ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED  OUTSIDE OF CHICAGO, ILLINOIS.  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 BANK ONE, NA, ANY
        --------------------
AGENT OR ANY LENDER 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  each  of  the  Syndicated  Agreements.

<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
                              Name: Daniel E. Corbin
                              Title:Executive Vice President - Finance and
                              Control

                              BANK  ONE,  N.A.,
                               Individually  and  on  behalf  of  the  Agents
                               and  the Lenders

                              By: /s/ William J. Oleferchik
                              Name: William J. Oleferchik
                              Title:Vice President