AIRCRAFT JOINT OWNERSHIP AGREEMENT


     This  Agreement is made and entered into as of this 1st day of April, 2000,
by  and  among  Ralston  Purina  Company,  a  Missouri  corporation ("Ralston");
Eveready  Battery  Company,  a Delaware corporation ("Eveready"); and Agribrands
International,  Inc.,  a Missouri corporation ("Agribrands").  Ralston, Eveready
and  Agribrands  are sometimes herein referred to as "Owners" or individually as
"Owner."

     WHEREAS,  Ralston and Agribrands are parties to an Aircraft Joint Ownership
Agreement  dated  as  of  April  1,  1998  (the  "1998  Agreement"), under which
Agribrands  is acknowledged as an owner of a 12.5% interest in two aircraft (the
balance  being  owned  by  Ralston);  and

     WHEREAS,  the  two aircraft referenced in the 1998 Agreement are registered
with  the  United  States Federal Aviation Authority (the "FAA") as N607RP ("Old
Aircraft  No.  1"),  and  N608RP  ("Old  Aircraft  No.  2");

     WHEREAS,  Ralston  has  contracted for a Canadair Challenger aircraft model
CL-600-2B16  variant  604  (the  "New  Aircraft"),  which  is  currently  being
constructed  pursuant  to  terms  of  a  contract between Ralston and Bombardier
Aerospace  Corporation  ("Bombardier");  and

     WHEREAS,  Agribrands  desires  to  acquire  a  12.5%  interest  in  the New
Aircraft, together with its existing 12.5% interest in the Old Aircraft  and Old
Aircraft  No.  2,  and Ralston and Agribrands desire that both aircraft be owned
and  managed  under the terms of this Agreement, in place of the 1998 Agreement;
and

     WHEREAS,  Energizer  Holdings,  Inc., the sole shareholder of Eveready, and
Ralston  have  entered  into an Agreement and Plan of Reorganization dated as of
April  1, 2000 (the "Agreement and Plan of Reorganization"), under which Ralston
has  contributed to Eveready an ownership interest of 43.75% in Old Aircraft No.
1,  Old  Aircraft  No.  2,  and  in  the  New  Aircraft;  and

     WHEREAS, Ralston, Eveready and Agribrands desire to enter into an agreement
to  operate both Old Aircraft No. 1 and Old Aircraft No. 2, and the New Aircraft
with  a  flight  crew on a Joint Ownership basis as defined in Section 91.501(c)
(3)  of  the  Federal  Aviation  Regulations  (the  "FAR");  and

     WHEREAS,  Ralston, Eveready and Agribrands desire to have Ralston undertake
the  duties  and  responsibilities  of  operating  both  Old  Aircraft No. 1 and
Aircraft  No.  2,  and the New Aircraft, and to divide the expenses of ownership
and  operation,  all  as  provided  in  the  terms  of  this  Agreement.

     NOW  THEREFORE,  Ralston,  Eveready and Agribrands hereby mutually agree as
follows:

1.     The 1998 Agreement is hereby cancelled and rescinded in all respects, and
this Agreement shall be the only agreement governing the ownership and operation
of  the  Old  Aircraft  No.  1,  Old  Aircraft  No.  2  and  the  New  Aircraft.

2.     The Owners acknowledge that the New Aircraft is being constructed under a
contract  dated  as  of December 10, 1999, by and between Ralston, as Buyer, and
Bombardier,  as  Seller (the "New Aircraft Purchase Agreement"), a copy of which
(including  an  Addendum and Schedules thereto) is attached to this Agreement as
Exhibit  A.  Notwithstanding  the  identity  of  the parties to the New Aircraft
Purchase Agreement, the Owners hereby agree that each Owner shall be entitled to
exercise  rights and shall bear responsibilities under the New Aircraft Purchase
Agreement  in  proportion  to  its  ownership  interest  in  the New Aircraft as
provided  in  this  Agreement  and  in  the  Eveready  Agreement  and  Plan  of
Reorganization.

3.     The  Owners further acknowledge that it may be necessary or practical for
certain  performance  under the New Aircraft Purchase Agreement to be undertaken
in  the  name  of  Ralston  alone;  however, to the extent practicable, any such
performance  shall  be  undertaken  in  the name of all Owners and shall reflect
their respective ownership interests.  In connection with any performance of the
New  Aircraft  Purchase  Agreement  (i)  each  of  the  Owners shall provide all
reasonable cooperation to the other Owners as may be requested; and (ii) each of
the Owners shall indemnify the other Owners as to any cost, liability or expense
reasonably  incurred, all in order to assure that the obligations of Buyer under
the  New  Aircraft  Purchase  Agreement  are  borne in proportion to each of the
Owners'  interests  in  the  New  Aircraft.

4.     The  Owners  further  acknowledge that Ralston and Eveready have paid (in
portions  of  56.25%  and  43.75%,  respectively),  under  the  terms of the New
Aircraft Purchase Agreement, two installments totaling four million five hundred
thousand  dollars  ($4,500,000)  of  the  Purchase  Price (as defined in the New
Aircraft  Purchase  Agreement).  Promptly  upon the execution of this Agreement,
Agribrands  shall  pay  to  Ralston  its pro rata proportion of such installment
                                         --- ----
payments,  to  reflect  Agribrands'  ownership  interest  in  the  New Aircraft,
together  with  interest  thereon at the rate of six percent (6%) per annum from
the  date  of  such respective installment payments.  Future installments of the
Purchase  Price  (as  are  due  under  the  terms  of  the New Aircraft Purchase
Agreement)  shall  be  allocated  among  the Owners in proportion to each of the
Owners'  interest  in  the  New  Aircraft.

5.     Ralston  agrees  to  employ and provide a fully qualified flight crew for
all  operations  of  the  Old  Aircraft  No.  1,  Old Aircraft No. 2 and the New
Aircraft.  Said  flight  crews  shall  be provided at Ralston's sole expense and
shall  be  under  the  direction  of  Ralston.

6.     (a)     As  reimbursement  for  Ralston's yearly fixed costs (on a fiscal
year  basis)  for  operation  and  maintenance  of  the  Old Aircraft No. 1, Old
Aircraft No. 2 and the New Aircraft (including, but not limited to, annual fixed
costs  for  pilot  and  mechanic  salaries,  benefits and training costs, Flight
Operation's  Administration account, taxes, insurance, Jeppesen subscription and
hangar rent with respect to both Aircraft, and any other fixed costs incurred by
Ralston in connection with its operation of all Aircraft) each other Owner shall
pay  Ralston,  on  a  monthly basis, an amount equal to its ownership percentage
times  Ralston's  estimate  of  such  yearly fixed costs for that year.  Ralston
shall notify each Owner in writing prior to the beginning of each Ralston fiscal
year  of  its  estimate  of such yearly fixed costs for the new fiscal year; and
each Owner's monthly payments, commencing with the first month of the new fiscal
year,  shall  be  adjusted  to  reflect  the  estimate for that year.  Except as
provided  in  subparagraphs  (b)  and  (c)  below,  the other Owners will not be
required  to reimburse Ralston for any additional amounts if actual yearly fixed
costs  exceed  the  estimate  for  such  year.

(b)     Each  other  Owner  shall  reimburse  Ralston for an amount equal to its
ownership percentage times any unbudgeted expenses associated with the repair of
any  of  the  Aircraft  or  otherwise  required  to  maintain either Aircraft in
operable  condition.  Each  other  Owner  shall  also  reimburse Ralston for its
ownership  percentage times all expenses associated with the hiring and training
of  pilots.  Such  reimbursement  shall be made as soon as practicable following
Ralston's  written  notification  of  such  expenses,  along  with  reasonable
documentation  verifying  such  expenditures.

(c)     Subject  to  the  limitation  on  each Owner's Flight Hours set forth in
Paragraph  10 of this Agreement, in the event that any Owner's use of any of the
Aircraft  during  any  Ralston  fiscal  year  exceeds  such  Owner's  percentage
ownership  times  Total Flight Hours for such Aircraft for that year, such Owner
shall  reimburse the other Owners, on a monthly basis during the next succeeding
fiscal  year,  for  an  additional  percentage  of  actual, not estimated, fixed
expenses  for  the  fiscal  year  completed,  which  for  the  purposes  of  the
calculation  shall  include  imputed  interest  expense  at  a  compounded daily
interest  rate  of  7%,  on  imputed  debt  with respect to such Aircraft.  This
imputed  debt  with respect to such Aircraft will be equal to sixty-four percent
(64%)  of  the  total  original  purchase  price of such Aircraft plus any other
capitalized costs.  The additional percentage to be reimbursed shall be equal to
the  difference  between  the flight hours actually used by such Owner, and such
Owner's  ownership  percentage  times the estimated total hours of annual usage,
divided  by  the  actual  total  flight  hours  for  that  year (the "Additional
Reimbursement  Percentage").  In  addition, such Owner shall reimburse the other
Owners  for  an  additional percentage of the expenses described in subparagraph
(b)  above  which  were incurred during such fiscal year, which percentage shall
also be equal to the Additional Reimbursement Percentage.  In the event that any
of  the  Aircraft  are  sold  pursuant  to Paragraphs 17 or 18 of this Agreement
during  such  next  succeeding  fiscal year, all amounts to be reimbursed by any
Owner  pursuant  to  this  subparagraph (c), whether or not otherwise payable at
such  time,  shall  be  retained by the other Owners from the proceeds otherwise
payable  to  that  Owner.

7.     Eveready  and  Agribrands  shall also pay Ralston, on a monthly basis, an
hourly  fee  per  their  Flight Hour during the preceding month.  Such fee shall
represent  fuel,  flight  crew travel, landing fees, and maintenance, repair and
inspection.  As  of the date of this Agreement, the fee per hour is one thousand
three hundred fifty dollars ($1,350.00) for travel in the United States, and one
thousand  seven hundred dollars ($1,700.00) for all other international flights,
both  of which are subject to adjustment by Ralston to reflect increases in such
expenses.  Notice  of  any  such adjustment shall be made by Ralston to Eveready
and  Agribrands  in writing at least 30 days in advance of the effective date of
such  increase.  In  addition,  Eveready and Agribrands shall each pay, on a per
trip  basis,  any  extraordinary  international  handling  fees  associated with
flights  on  their  behalf  or at their direction, including but not limited to,
international  landing  fees  which  are  significantly in excess of the average
international  landing  fees  historically  incurred  by  Ralston, and satellite
communication  fees,  if  utilized.

8.     (a)     The  expenses of the first engine hot section inspections, engine
overhauls,  external painting and internal refurbishment for any of the Aircraft
("Major  Maintenance  Expenditures")  completed after the date of this Agreement
shall  be  shared  by  all  Owners  based  upon  their respective percentages of
ownership.  Such expenses for subsequent Major Maintenance Expenditures for such
Aircraft shall be shared by all Owners based upon their relative flight usage of
such  Aircraft  from  the  time  of  the  previously completed Major Maintenance
Expenditures.  Ralston  shall  bill  the  other  Owners for their shares of such
expenses  and  will  provide  upon  request,  documentation  as  to the expenses
incurred  and  the  flight  hour  usage  of  the  Owners.

(b)     In  the  event  that Ralston, in its sole discretion, determines to make
other  capital  expenditures  with  respect  to  any  of  the  Aircraft,  such
expenditures  shall  be  shared  by  all  Owners  based  upon  their  respective
percentages  of  ownership  of  such  Aircraft.  Ralston  shall notify the other
Owners  in  writing  at  least  30  days in advance of its election to make such
capital  expenditures  and  of  the  estimated  amount  of  such  expenditures.

9.      Ralston  shall  include  the  other Owners as additional insureds on
Ralston's  aircraft  liability  insurance policy, but only in proportion to each
other  Owner's  interest in each of the Aircraft.  Ralston will also include the
other Owners as loss payees on the aircraft hull coverage on all Aircraft.  Upon
the  request  of each of the other Owners, Ralston will furnish a Certificate of
Insurance  evidencing  coverage  as  outlined  above.

10.     Eveready's  Flight  Hours for each of the Aircraft shall not exceed
forty-three and 75/100 percent (43.75%), and Agribrands Flight Hours for each of
the  Aircraft shall not exceed twelve and a half percent (12.5%), of the greater
of  (i)  Total  Flight  Hours  for such Aircraft during any six-month period, or
(ii) the pro rata Budgeted Flight Hours for such six-month period.  Eveready and
Agribrands  will  provide  Ralston  with  requests  for flight time and proposed
flight  schedules  for  each  Aircraft  as far in advance of any given flight as
possible,  and  in  any  case,  at  least  24  hours in advance of Eveready's or
Agribrands'  planned  departure,  or  such  shorter time period in an individual
situation as may be acceptable to Ralston's Director of Flight Operations in his
sole  discretion.  Requests  for  fight time shall be in a form, whether oral or
written,  mutually convenient to, and agreed upon by the Owners.  In addition to
proposed  schedules  and flight times for each Aircraft, Eveready and Agribrands
will  provide  the following information to Ralston's flight dispatcher at least
24  hours  prior to the scheduled departure (or such shorter  time period as may
be found acceptable as noted above) as well as such other information reasonably
required  by  Ralston:

(a)     proposed  departure  point;
(b)     destination;
(c)     number  of  anticipated  passengers;
(d)     any  unusual  luggage  or  cargo  to  be  carried;  and
(e)     the  date  and  time  of  return  flight.

Ralston  shall  have  final  authority over the scheduling of each Aircraft.  In
addition,  in the event of scheduling conflicts among the Owners, such conflicts
shall  be  resolved  in  accordance  with  the  following  guidelines:

     (i)     Subject  to  the  restriction  on Eveready's and Agribrands' Flight
Hours  in  any  six month period, each Aircraft shall be scheduled for the party
first  notifying  Ralston's  flight  dispatcher  of  its intended use (a "Travel
Request") unless a Travel Request from another Owner involving a higher priority
traveler  than any traveler from the first party shall be made at least 72 hours
prior  to  the  proposed  time  of  departure;

     (ii)     The  priority assigned to travelers, in descending order, shall be
(A)  the  Chief Executive Officer of Ralston, (B) the Chief Executive Officer of
Eveready, (C) the Chief Executive Officer of Agribrands, (D) all other corporate
officers  of  the  Owners,  and  (E)  all  other  potential  passengers;  and

     (iii)     Notwithstanding  the above guidelines, any particular conflict in
use of the Aircraft may be resolved as agreed among the Chief Executive Officers
of  the  Owners.

11.     Ralston  shall  be  solely  responsible  for  securing  maintenance  and
required or otherwise necessary inspections with respect to all of the Aircraft,
and  shall  make  all  such  needs  known  to  the other Owners for their use in
scheduling usage of the Aircraft.  No maintenance or inspection shall be delayed
or  postponed  for  the  purpose  of scheduling any of the Aircraft, unless said
maintenance  or inspection can be safely conducted at a later time in compliance
with all applicable laws and regulations, and within the sound discretion of the
pilot  in  command. The pilot in command shall have final and complete authority
to  cancel  any  flight for any reason or condition which in his or her judgment
would  compromise  the  safety  of  the  flight.

12.     In accordance with applicable FAR, the qualified flight crew provided by
Ralston  will  exercise  all of its duties and responsibilities in regard to the
safety  of each flight conducted hereunder.  Each Owner specifically agrees that
the  flight  crew,  in  its sole discretion, may terminate any flight, refuse to
commence  any flight or take any other action which in the judgment of the pilot
in  command  is  necessitated by consideration of safety.  No such action of the
pilot  in command shall create or support any liability for loss, injury, damage
or  delay  to any Owner or any other person.  The Owners further agree that none
shall  be  liable  to the other Owners for delay or failure to furnish or return
any  of  the  Aircraft pursuant to this Agreement when such failure is caused by
government regulation or authority, mechanical difficulty, war, civil commotion,
strikes  or  labor  disputes,  weather  conditions  or  acts  of  God.

13.     Each  Owner  represents  and  warrants  that:

(a)     it  will  use  the Aircraft for and on account of its own business only,
and  will  not  use the Aircraft for the purposes of providing transportation of
passengers  or  cargo  in  air  commerce  for  compensation  or  hire;

(b)     it  shall not incur any mechanics' or other liens in connection with the
inspection,  preventative  maintenance,  maintenance  or  storage  of any of the
Aircraft,  whether  permissible  or  impermissible  under  this  Agreement;

(c)     it  shall  not convey, mortgage, assign, lease or otherwise alienate its
interest  in  any  of  the  Aircraft  or  create  any  lien or security interest
involving  either  Aircraft  or do anything or take any action that might mature
into  such  a  lien;  and

(d)     during  the  term of this Agreement, it will abide by and conform to all
such laws, governmental and airport orders, rules and regulations, as shall from
time  to  time be in effect relating in any way  to the operation and use of any
of  the  Aircraft  under  this  Agreement.

14.     For  purposes of this Agreement, the permanent base of operations of all
of  the  Aircraft  shall  be  at  Spirit  of  St. Louis Airport in Chesterfield,
Missouri.

15.     Ralston  shall  bill the other Owners on a monthly basis for the amounts
due  pursuant to this Agreement.  All such bills shall contain reasonable detail
and  shall  be  due 30 days after receipt.  The failure of either other Owner to
pay  any bill within 30 days of receipt shall result in such Owner owing Ralston
an  additional  handling charge equal to 1% per month of the amount due from the
date  due  to  the  payment  date.

16.     Subject  to  paragraphs  17  and 18 below, neither Ralston, Eveready nor
Agribrands  may transfer its interest in any of the Aircraft to any other party,
other  than  a  wholly  owned  subsidiary.

17.     (a)     If  either  Eveready  or  Agribrands wishes to transfer its
interest  in  any  of the Aircraft to any third party (other than a wholly owned
subsidiary),  it  must  first  give written notice to Ralston, and within thirty
days  following  receipt  of  such  notice,  Ralston  shall  have  the option of
acquiring Eveready's or Agribrands' entire interest in that Aircraft, at a price
equal  to  Eveready's or Agribrands' percentage ownership interest multiplied by
the  market  value  of  the  aircraft, as determined by an independent appraiser
reasonably  acceptable  to all Owners.  The fees of such appraiser shall be paid
by  Ralston, and such acquisition shall occur as soon as practicable thereafter.
In  the  event  that Ralston does not wish to acquire the interest offered, then
the  notifying Owner shall be free to proceed to sell all, but no less than all,
its  entire  interest  in  the  Aircraft.  Notwithstanding  the  above, however,
neither Eveready nor Agribrands may transfer its interest in any of the Aircraft
to  any  other  party (other than a wholly owned subsidiary) (i) unless all fees
and  charges  owing by it pursuant to this Agreement have been paid, (ii) unless
such  other  party  enters  into a joint ownership agreement with respect to the
Aircraft with Ralston and the non-notifying Owner on terms reasonably acceptable
to  Ralston,  and  (iii)  without  the  written  consent  of  Ralston  and  the
non-notifying  Owner,  which  consent  shall  not  be  unreasonably  withheld.

(b)     If  Ralston  wishes  to  sell  any  of  the  Aircraft,  but  Eveready or
Agribrands  object  to  such  sale,  Ralston  may proceed to sell such Aircraft,
provided  that the sale price is not less than the market value of the Aircraft,
as  determined  by  an  independent appraiser selected by Ralston and reasonably
acceptable  to  Eveready  and  Agribrands.  The fees of such appraiser shall, in
such  instance, be paid by Ralston.  Ralston, Eveready and Agribrands will, in a
timely  manner,  execute  and  deliver  such agreements and other instruments as
Ralston  may  require  to  transfer  ownership  of the Aircraft to the purchaser
thereof.  The  net  proceeds  of  sale  shall be divided among the Owners in the
same  proportion  as their respective ownership interests.  Any amounts owing to
Ralston  from  Eveready  and  Agribrands  pursuant  to  this  Agreement shall be
retained  by  Ralston from the proceeds of sale otherwise payable to Eveready or
Agribrands.

18.     If  Ralston,  Eveready  and  Agribrands  agree  to  sell any of the
Aircraft,  such sale shall be at a price acceptable to all.  The net proceeds of
sale  shall  be  divided  among  the  Owners  in  the  same  proportion as their
respective  ownership  interests.  Any  amounts  owing  to  Ralston  from either
Eveready  or  Agribrands pursuant to this Agreement shall be retained by Ralston
from  the  proceeds  of  sale  otherwise  payable  to  Eveready  or  Agribrands.

19.     This  Agreement shall be in effect for as long as Ralston, Eveready
and  Agribrands have joint ownership of either Aircraft, and the Agreement shall
terminate  upon the completion of the sale or other transfer of all the Aircraft
and the payment of their respective portions of net proceeds of sale or transfer
to  each  of  the  Owners.

20.     The failure of any Owner at any time or times to enforce or require
performance  of  any  provision  hereof  shall  in no way operate as a waiver or
affect the right of such Owner or any other Owner at a later time to enforce the
same.  No  waiver  by  any Owner of any condition or the breach of any provision
contained  in  this  Agreement  shall  serve to waive any other condition or any
other  breach  of  any  provision  contained  herein.

21.     If  any  provision of this Agreement shall hereafter be held  to be
invalid  or  unenforceable  for any reason, that provision shall be performed to
the  maximum extent permitted to preserve the original intent of this Agreement,
failing  which  it  shall be severed from this Agreement with the balance of the
Agreement  continuing  in full force and effect.  Such occurrence shall not have
the  effect  of  rendering  the  provision  in  question  invalid  in  any other
jurisdiction  or  in any other case or circumstances or of rendering invalid any
other  provisions  contained  herein  to the extent that such provisions are not
themselves  actually  in  conflict  with  any  applicable  law.

22.     Except  as  expressly  provided  in  this Agreement, this Agreement
shall  not  be  assignable  by  any  party  hereto, to any other person, firm or
entity,  without  the  prior  written  consent  of  the  other  parties.

23.     No  waiver,  amendment  or  modification of this Agreement shall be
valid  unless in writing and duly executed by the Owner to be charged therewith.

24.     This  Agreement  shall  be  governed  by  the  laws of the State of
Missouri.

IN WITNESS WHEREOF, the Owners hereto have signed this Agreement as of the date
first  above  written.

RALSTON  PURINA  COMPANY          EVEREADY  BATTERY  COMPANY

By:\s\ James R. Elsesser          By: \s\ J. Patrick Mulcahy
    ---------------------             ----------------------
    James R. Elsesser                 J. Patrick Mulcahy



          AGRIBRANDS  INTERNATIONAL,  INC.

          By: \s\ David R. Wenzel
              ---------------------------
               David R. Wenzel

Exhibit A - New Aircraft Purchase Agreement