2002 RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT

     Energizer  Holdings, Inc. ("Company"), pursuant to its 2000 Incentive Stock
Plan (the "Plan"), grants to _______ ("Recipient") a Restricted Stock Equivalent
Award  of  up to 10,000 Company restricted common stock equivalents.  This Award
Agreement  is  subject  to the provisions of the Plan and to the following terms
and  conditions:

1.     Restricted  Stock  Equivalents  Award
       -------------------------------------

If,  at any time or from time to time, within two years of the effective date of
this  Award  Agreement,  Recipient  provides  evidence  to  the Secretary of the
Company, reasonably satisfactory to the Company, of his acquisition of shares of
the  Company's  $.01  par  value Common Stock ("Common Stock"), the Company will
credit the Recipient with a restricted common stock equivalent (an "Equivalent")
for  each  share  of  Common  Stock  so  acquired,  up  to  a  maximum of 10,000
Equivalents,  in  the aggregate.  (The shares of Common Stock which are acquired
by  the  Recipient and matched by Equivalents are referred to as "Matched Common
Stock" herein.) Deferrals into the Company's Deferred Compensation Plan will not
be  matched  with  Equivalents.

2.     Holding  Period  for  Matched  Common  Stock
       --------------------------------------------

The  Recipient  agrees  that  he  shall  not sell or transfer any portion of the
Matched  Common  Stock  for  a  period  of three (3) years following the date of
acquisition of such portion, provided, however, that if Recipient pledges any of
the Matched Common Stock as collateral for any loan during that period, it shall
not  be  deemed  a  sale  or  transfer  of the shares for purposes of this Award
Agreement.

3.     Vesting;  Payment
       -----------------

Each  Equivalent  will vest on the date that is three (3) years from the date of
its  crediting  and convert, at that time, or otherwise as provided herein, into
one  share  of Common Stock which will be issued to the Recipient. If Recipient,
no  later than thirty (30) days from the effective date of this Award Agreement,
elects  in  writing to defer the conversion of Equivalents into shares of Common
Stock,  the Equivalents will not convert into Common Stock, and shares of Common
Stock  will not be issued to the Recipient, until the Recipient's termination of
service  on  the  Board  of  Directors  of  the  Company.

4.     Additional  Cash  Payment
       -------------------------

At  the  time of payment of shares of Common Stock to Recipient, as described in
paragraph  3 above, Recipient will also receive an additional cash payment equal
to  the amount of dividends, if any, which would have been paid on the shares of
Common  Stock issued to him if he had actually acquired those shares on the date
or  dates of crediting of his Equivalents.  No interest shall be included in the
calculation  of  such  additional  cash  payment.

5.     Acceleration
       ------------

Notwithstanding the provisions of paragraph 3 above, all Equivalents credited to
the  Recipient will immediately vest, convert into shares of Common Stock and be
paid  to the Recipient, his designated beneficiary, or his legal representative,
in  accordance  with  the  terms  of  the  Plan,  in  the  event  of:

(a)     his  death;
(b)     a  declaration  of  his  total  and  permanent  disability;  or
(c)     a  Change  of  Control  of the Company, which for purposes of this Award
Agreement  shall be deemed to occur when (i) a person, as defined under the U.S.
securities  laws, acquires beneficial ownership of more than fifty percent (50%)
of  the  outstanding  voting securities of the Company; or (ii) the directors of
the  Company  immediately  before a business combination between the Company and
another  entity,  or  a proxy contest for the election of directors, shall, as a
result  thereof, cease to constitute a majority of the Board of Directors of the
Company  (or  a  successor  corporation  of  the  Company).

6.     Forfeiture
       ----------

All  rights  in  and  to  any and all Equivalents granted pursuant to this Award
Agreement,  and  to  any  shares  of Common Stock into which they would convert,
which  have not vested as described in paragraph 3 of this Award Agreement shall
be  forfeited  upon  the  Recipient's  termination  of  service  on the Board of
Directors of the Company.  In addition, any Equivalents granted pursuant to this
Award  Agreement  which  have  not  vested  shall  be forfeited if the shares of
Matched  Common  Stock  to  which  they  relate  are  sold or transferred by the
Recipient  prior  to  three  (3)  years  from  the  date  of  crediting  of such
Equivalents.

7.     Shareholder  Rights;  Adjustment  of  Equivalents
       -------------------------------------------------

Recipient  shall  not  be  entitled, prior to the conversion of Equivalents into
shares  of  Common  Stock,  to  any rights as a shareholder with respect to such
shares  of  Common Stock, including the right to vote, sell, pledge, transfer or
otherwise  dispose  of  the shares.  Recipient shall, however, have the right to
designate  a beneficiary to receive such shares of Common Stock under this Award
Agreement,  subject  to  the provisions of Section V of the Plan.  The number of
Equivalents credited to Recipient may be adjusted, in the sole discretion of the
Nominating  and  Executive  Compensation  Committee  of  the  Company's Board of
Directors,  in  accordance  with  the  provisions  of Section VI(F) of the Plan.

<PAGE>

8.     Other
       -----

The  Company  reserves the right, as determined by the Board of Directors of the
Company, to convert this Award Agreement to a substantially equivalent award and
to  make any other modification it may consider necessary or advisable to comply
with  any  applicable  law  or  governmental  regulation, or to preserve the tax
deductibility  of  any  payments  hereunder.

9.     Effective  Date
       ---------------

This  Award  Agreement  shall  be  deemed  to be effective as of the 18th day of
September,  2000.



ACKNOWLEDGED  AND  ACCEPTED:     ENERGIZER  HOLDINGS,  INC.



________________________________By:_______________________________
Recipient                              J.  Patrick  Mulcahy

<PAGE>
                               List of Recipients

Pamela  M.  Nicholson,  Director
W.  Patrick  McGinnis,  Director