EXHIBIT 4(b) RALSTON PURINA COMPANY, Issuer AND THE FIRST NATIONAL BANK OF CHICAGO, TrusteeFirst Supplemental Indenture • July 28th, 1997 • Ralston Purina Co • Grain mill products • New York
AGREEMENT ---------Share Purchase Agreement • August 4th, 2000 • Ralston Purina Co • Grain mill products • Delaware
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...Revolving Credit Agreement • April 14th, 2000 • 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 Option Agreement • December 21st, 2000 • Ralston Purina Co • Grain mill products
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
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
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...Underwriting Agreement • March 29th, 1996 • Ralston Purina Co • Grain mill products • New York
FIRST AMENDED RIGHTS AGREEMENT This First Amended Rights Agreement (the "Rights Agreement"), effective as of May 28, 1998, between Ralston Purina Company, a Missouri corporation (the "Company"), and Norwest Bank, N.A., as successor to Boatmen's Trust...Rights Agreement • January 21st, 1999 • Ralston Purina Co • Grain mill products • Missouri
Nestle S.A. 55 Avenue Nestle 1800 Vevey SwitzerlandGuaranty Agreement • January 16th, 2001 • 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
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
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...Reorganization Agreement • April 14th, 2000 • Ralston Purina Co • Grain mill products • Missouri
AGREEMENT ---------Share Purchase Agreement • July 25th, 2000 • Ralston Purina Co • Grain mill products • Delaware
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.Merger Agreement • December 17th, 1997 • Ralston Purina Co • Grain mill products
CONFORMED COPY ================================================================ ================ AGREEMENT AND PLAN OF MERGER Dated as of January 15, 2001,Merger Agreement • January 16th, 2001 • Ralston Purina Co • Grain mill products • Missouri
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
CONTRACT PAUL H. HATFIELDConsulting Agreement • December 20th, 1995 • Ralston Purina Co • Grain mill products
ARTICLE I DEFINITIONSShareholder Agreement • May 16th, 1997 • Ralston Purina Co • Grain mill products • Delaware
BY AND AMONGStock Repurchase Agreement • August 8th, 1997 • Ralston Purina Co • Grain mill products • Missouri
WITNESSETH:Management Continuity Agreement • May 15th, 2001 • Ralston Purina Co • Grain mill products • Missouri
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...Deferral Agreement • December 21st, 2000 • Ralston Purina Co • Grain mill products
WITNESSETH:Management Continuity Agreement • May 15th, 2001 • Ralston Purina Co • Grain mill products • Missouri
Exhibit 10 (xxi) SUPPLEMENT TO SHAREHOLDER AGREEMENT -----------------------------------Shareholder Agreement • May 16th, 1997 • Ralston Purina Co • Grain mill products
In conjunction with the execution of the Shareholder Agreement by and among Interstate Bakeries Corporation ("IBC''), Ralston Purina Company and VCS Holding Company of even date herewith (the `Shareholder Agreement''), subject to the restriction in the following paragraphs, it is agreed by the parties hereto that officers, directors and employees of Ralston who are or would be deemed to be Affiliates of Ralston under the Shareholder Agreement will be allowed to acquire IBC Securities during the term of the Shareholder Agreement without Ralston violating Sections 2.1(a) or 2.1(b) of the Shareholder Agreement.
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...5-Year Credit Agreement • April 14th, 2000 • Ralston Purina Co • Grain mill products • Texas
NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ RALSTON PURINA COMPANY (the "Company"), effective September 23, 1999, grants this Non-Qualified Performance Stock Option to ______("Optionee") to purchase a total of 2,500...Non-Qualified Stock Option Agreement • December 15th, 1999 • Ralston Purina Co • Grain mill products
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
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...Debt Assignment, Assumption and Release Agreement • April 14th, 2000 • Ralston Purina Co • Grain mill products
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
NON-QUALIFIED STOCK OPTION -------------------------- RALSTON PURINA COMPANY (the "Company"), effective September 24, 1998, grants this Non-Qualified Stock Option to ____________ ("Optionee") to purchase a total of __________ shares of Common Stock of...Non-Qualified Stock Option • December 22nd, 1998 • Ralston Purina Co • Grain mill products
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
1 EXHIBIT 10(i) Amendment of Trust Agreement RESOLVED, that, effective May 16, 2001, the Trust Agreement between Ralston Purina Company ("Company") and Wachovia Bank of North Carolina, N.A. ("Trustee"), dated as of September 15, 1994, (the "Trust...Trust Agreement • August 9th, 2001 • Ralston Purina Co • Grain mill products
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
Terms Agreement September 27, 1995 Morgan Stanley & Co. Incorporated Dillon, Read & Co. Inc. A.G. Edwards & Sons, Inc. c/o Morgan Stanley & Co. Incorporated 1221 Avenue of the Americas New York, NY 10020 Dear Sirs: Ralston Purina Company, a Missouri...Terms Agreement • September 29th, 1995 • Ralston Purina Co • Grain mill products
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)...Underwriting Agreement • July 28th, 1997 • Ralston Purina Co • Grain mill products • New York
