AGREEMENT AND PLAN OF MERGER AND EXCHANGE by and among E.I. du Pont de Nemours and Company, Ralston Purina Company, Protein Technologies International Holdings, Inc.Agreement and Plan of Merger • December 17th, 1997 • Ralston Purina Co • Grain mill products
AGREEMENT ---------Share Purchase Agreement • August 4th, 2000 • Ralston Purina Co • Grain mill products • Delaware
7- 3 9. Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.Rights Agreement • January 16th, 2001 • Ralston Purina Co • Grain mill products • Missouri
INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT (the "Agreement") made this ____ day of ________, 1997, between RALSTON PURINA COMPANY, a Missouri corporation (the "Company") and WILLIAM P. STIRITZ ("Director"). WHEREAS,...Indemnification Agreement • December 22nd, 1998 • Ralston Purina Co • Grain mill products • Missouri
NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ RALSTON PURINA COMPANY (the "Company"), effective September 21, 2000, grants this Non-Qualified Performance Stock Option to ____________ ("Optionee") to purchase a total of...Non-Qualified Stock Option Agreement • December 21st, 2000 • Ralston Purina Co • Grain mill products
March 29, 1996 Ralston Purina Company Debt Securities and Warrants to Purchase Debt Securities UNDERWRITING AGREEMENT GENERAL TERMS AND PROVISIONS 1. Introductory. Ralston Purina Company, a Missouri corporation ("Company"), proposes to issue and sell...Ralston Purina Co • March 29th, 1996 • Grain mill products • New York
July 3, 1997 Mr. James R. Elsesser Vice President and CFO Ralston Purina Company Checkerboard Square - 15T St. Louis, MO 63164 Dear Mr. Elsesser: This letter amends the Shareholder Agreement dated July 22, 1995 by and among Interstate Bakeries...Shareholder Agreement • August 8th, 1997 • Ralston Purina Co • Grain mill products
2000 RESTRICTED STOCK AWARD AGREEMENT Ralston Purina Company ("Company"), pursuant to its 1999 Incentive Stock Plan ("Plan"), grants to William P. Stiritz ("Recipient") a Restricted Stock Award of 600,000 shares of its $.10 par value Common Stock. The...Restricted Stock Award Agreement • December 21st, 2000 • Ralston Purina Co • Grain mill products
CONTRACT PAUL H. HATFIELDRalston Purina Co • December 20th, 1995 • Grain mill products
EXHIBIT 4(b) RALSTON PURINA COMPANY, Issuer AND THE FIRST NATIONAL BANK OF CHICAGO, TrusteeRalston Purina Co • July 28th, 1997 • Grain mill products • New York
Ralston Purina Company, a Missouri corporation (the "Issuer"), for value received, hereby promises to pay to or registered assigns, the principal sum of Dollars on , and to pay interest, (at the rate per annum from time to time in effect as described...Ralston Purina Co • March 29th, 1996 • Grain mill products
Interest on these Notes is payable at the rate of % per annum from through , and for each -month period beginning , and , at a rate per annum established by the Issuer on the preceding each such , or at a rate per annum determined by a method established by the Issuer on the preceding each such . This Issuer shall establish the interest rate or method to be used to determine such interest rate by delivery to the Trustee of an Officers' Certificate on such . On or before the prior to the commencement of the -month period to which it applies, the Trustee shall cause notice of such interest rate or the method to be used in ascertaining the interest rate on the following and the interest rate that would have been applicable to such -month period had such determination been made as of such , all as specified in the aforesaid Officers' Certificate, to be mailed to each Holder of these Notes. The Issuer shall cause notice of the interest rate established as of the preceding the commencement o
SPLIT DOLLAR AGREEMENT THIS AGREEMENT made and entered into this ____________ day of ____________, 19_____, by and among Ralston Purina Company, a Missouri corporation, with its principal offices and place of business in the State of Missouri (the...Split Dollar Agreement • December 17th, 1997 • Ralston Purina Co • Grain mill products • Missouri
BY AND AMONGStock Repurchase Agreement • August 8th, 1997 • Ralston Purina Co • Grain mill products • Missouri
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 as Exhibit "B". The Term Loan or portions thereof ("Loans" under and as defined in the Note) shall bear...Ralston Purina Co • April 14th, 2000 • Grain mill products • Texas
EXHIBIT 1 RALSTON PURINA COMPANY $419,998,187.50 6,781,000 STOCK APPRECIATION INCOME LINKED SECURITIES (SM) 7% EXCHANGEABLE NOTES DUE 2000 (SUBJECT TO EXCHANGE INTO SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF INTERSTATE BAKERIES CORPORATION)...Ralston Purina Co • July 28th, 1997 • Grain mill products • New York
WITNESSETH:Management Continuity Agreement • May 15th, 2001 • Ralston Purina Co • Grain mill products • Missouri
364-DAY CREDIT AGREEMENT Dated as of March 30, 2000 among RALSTON PURINA COMPANY as the initial Borrower prior to the assignment to and assumption by ENERGIZER HOLDINGS, INC. THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS BANK ONE, NA,...364-Day Credit Agreement • April 14th, 2000 • Ralston Purina Co • Grain mill products
WITNESSETH:Continuity Agreement • May 15th, 2001 • Ralston Purina Co • Grain mill products • Missouri
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...Ralston Purina Co • April 14th, 2000 • Grain mill products • Illinois
RALSTON PURINA COMPANY, Issuer AND THE FIRST NATIONAL BANK OF CHICAGO, TrusteeRalston Purina Co • July 3rd, 1997 • Grain mill products • New York
WITNESSETH:Ralston Purina Co • May 15th, 2001 • Grain mill products • Missouri
EXHIBIT 99.3 FORM OF LETTER AGREEMENTLetter Agreement • July 3rd, 1997 • Ralston Purina Co • Grain mill products
NON-QUALIFIED STOCK OPTION -------------------------- RALSTON PURINA COMPANY (the "Company"), effective September 21, 2000 grants this Non-Qualified Stock Option to __________ ("Optionee") to purchase a total of ________shares of Common Stock of the...Non-Qualified Stock • December 21st, 2000 • Ralston Purina Co • Grain mill products
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...Assignment, Assumption and Release Agreement • April 14th, 2000 • Ralston Purina Co • Grain mill products
5-YEAR REVOLVING CREDIT AGREEMENT Dated as of March 30, 2000 among RALSTON PURINA COMPANY as the initial Borrower prior to the assignment to and assumption by ENERGIZER HOLDINGS, INC. THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS BANK...Year Revolving Credit Agreement • April 14th, 2000 • Ralston Purina Co • Grain mill products
AGREEMENT FOR DEFERRAL OF 2000 ANNUAL CASH BONUS Ralston Purina Company ("Company") and _____________ ("Participant") agree that, effective November 1, 2000, $ ________ awarded to Participant under the 2000 Annual Cash Bonus Award Program shall be...Agreement for Deferral • December 21st, 2000 • Ralston Purina Co • Grain mill products
April 29, 1997 Mr. William P. Stiritz Chairman & CEO Ralston Purina Company Checkerboard Square - Floor 15T St. Louis, MO 63102 Dear Bill: This letter is being sent to you to confirm our mutual agreement with respect to the proposed exchangeable notes...Ralston Purina Co • August 8th, 1997 • Grain mill products
AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of April 1, 2000, by and among Ralston Purina Company, a Missouri corporation ("Ralston") and Energizer Holdings, Inc. ("Energizer"), a Missouri...Bridging Services Agreement • April 14th, 2000 • Ralston Purina Co • Grain mill products • Missouri
CONFORMED COPY ================================================================ ================ AGREEMENT AND PLAN OF MERGER Dated as of January 15, 2001,5 Agreement and Plan of Merger • January 16th, 2001 • Ralston Purina Co • Grain mill products • Missouri
1 period), the Beneficial Owner of Common Shares representing 20% or more of the Common Shares then outstanding, other than as a result of a Permitted Offer. Notwithstanding the foregoing, (A) the term "Acquiring Person" shall not include (i) the...Rights Agreement • March 29th, 1996 • Ralston Purina Co • Grain mill products • Missouri
NON-QUALIFIED PERFORMANCE STOCK OPTION AGREEMENT RALSTON PURINA COMPANY (the "Company"), effective September 26, 1996, grants this Non-Qualified Performance Stock Option to ("Optionee") to purchase a total of shares of Common Stock of the Company...Non-Qualified Performance Stock Option Agreement • December 16th, 1996 • Ralston Purina Co • Grain mill products • Missouri
April 1, 2002 Nestle Purina PetCare Company Tower Holding Company, Inc. Checkerboard Square c/o Nestle Purina PetCare Company St. Louis, MO 63164 Checkerboard Square St. Louis, MO 63164Letter Agreement • April 2nd, 2002 • Ralston Purina Co • Grain mill products • Delaware
This letter (the "Letter Agreement") sets forth certain agreements by and among Interstate Bakeries Corporation, a Delaware corporation ("IBC"), Nestle Purina PetCare Company, a Missouri corporation ("Nestle Purina"), and Tower Holding Company, Inc., a Delaware corporation ("Tower Holding") wholly owned by Nestle Purina. Nestle Purina and Tower Holding are collectively referred to as "Nestle" in this Agreement.
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...Aircraft Joint Ownership Agreement • August 11th, 2000 • Ralston Purina Co • Grain mill products • Missouri
AMENDMENT #2 TO SHAREHOLDER AGREEMENT AND AMENDMENT TO SUPPLEMENT AGREEMENT This Amendment #2 to the Shareholder Agreement, dated as of July 24, 2000, ("Amendment #2"), is made by and among Interstate Bakeries Corporation, a Delaware corporation...Shareholder Agreement • August 4th, 2000 • Ralston Purina Co • Grain mill products
AGREEMENT FOR DEFERRAL OF 1996 ANNUAL AND SPECIAL CASH BONUS Ralston Purina Company ("Company") and agree that, of the $ Annual Bonus and $ Special Bonus awarded to Participant under the 1996 Annual and Special Cash Bonus Award Program, $ shall be...Agreement • December 16th, 1996 • Ralston Purina Co • Grain mill products
