Common use of Canadian Restructuring Clause in Contracts

Canadian Restructuring. ▇▇▇▇▇▇▇ shall contribute a portion of its ----------------------- capital stock in ▇▇▇▇▇▇▇ Purina Canada Inc. ("RP Canada") to Energizer so that the number of shares of RP Canada stock owned by Energizer, when combined with the number of shares of RP Canada stock owned by EII, will reflect, on a combined stock ownership basis, an interest in RP Canada equal to the appraised value of the Battery Business conducted by RP Canada. EII and Energizer will form a new Canadian corporation, Energizer Canada Inc., and will each transfer all of their stock in RP Canada to Energizer Canada Inc. in exchange for Energizer Canada Inc. common stock of proportionate value. RP Canada will transfer the Assets and Liabilities of the Battery Business conducted by it to Energizer Canada Inc. in exchange for all of the issued and outstanding preferred stock in Energizer Canada Inc. RP Canada will then issue a note to Energizer Canada Inc. in complete redemption of the RP Canada common stock held by Energizer Canada Inc., and Energizer Canada Inc. will issue to RP Canada a note of equal value in redemption of the Energizer Canada Inc. preferred stock held by RP Canada. The two notes will then be offset against one another and each cancelled. ▇▇▇▇▇▇▇ will thereupon own all of the stock of RP Canada, which will conduct only the ▇▇▇▇▇▇▇ Business, and EII and Energizer will in the aggregate own all of the stock of Energizer Canada Inc., which will conduct only the Battery Business.