NON-QUALIFIED STOCK OPTION
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     ENERGIZER  HOLDINGS,  INC.  (the  "Company"), effective September 23, 2002,
grants  this Non-Qualified Stock Option to __________ ("Optionee") to purchase a
total  of  10,000  shares  of  Common Stock of the Company ("Common Stock") at a
price  of  $30.10  per  share  pursuant  to  its  Energizer  Holdings, Inc. 2000
Incentive  Stock  Plan  (the "Plan").  Subject to the provisions of the Plan and
the  following  terms,  Optionee  may  exercise this Option from time to time by
tendering  to  the Company written notice of exercise together with the purchase
price  in  cash,  or  in  shares  of  Common Stock at their Fair Market Value as
determined by the Board of Directors of the Company (the "Board"), provided that
such  shares  have  been  held  for  at  least  six  months.

1.     Normal  Exercise.  This  Option becomes exercisable at the rate of 20% of
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the total shares on September 18 in each of the years 2003, 2004, 2005, 2006 and
2007.  This  Option  remains  exercisable  through  September  22,  2012  unless
Optionee  is  no  longer serving as a Director of the Company, in which case the
Option  is  exercisable  only  in  accordance with the provisions of paragraph 3
below.

2.     Acceleration.  Notwithstanding  the  above,  any  shares  not  previously
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forfeited  under  this  Option  will  become fully exercisable before the normal
exercise dates set forth in paragraph 1 hereof upon the occurrence of any of the
following  events  while  Optionee  is  serving  on  the  Board:

     a.     death  of  Optionee;

     b.     declaration of Optionee's total and permanent disability;

     c.     retirement,  resignation  or  other  termination  from the Board; or

     d.     a  Change  of  Control  of  the  Company.

3.     Exercise  After Certain Events.  Upon the occurrence of any of the events
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described  below,  any  shares  that  are exercisable upon such occurrence shall
remain  exercisable during the period stated below, but, in any event, not later
than  September  22,  2012:

     a.     Upon  Optionee's  retirement,  resignation or other termination from
the  Board  (other  than a termination related to a declaration of forfeiture as
described  below),  declaration of total and permanent disability or death, such
shares  that  are exercisable (including any shares that are accelerated because
of  such  events)  shall  remain  exercisable  for  five  years  thereafter;  or

     b.     If  the  Board  determines  that  this Option is forfeit pursuant to
Section  IV of the Plan because Optionee engages in competition with the Company
or  an Affiliate, or Optionee engages in any activity or conduct contrary to the
best  interests  of  the  Company  or  any  Affiliate, such shares that are then
exercisable  shall  remain  exercisable for seven days after such determination.

4.     Forfeiture.  This  Option  is  subject  to forfeiture for the reasons set
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forth  in  Section  IV.A.1,  3  or  4 of the Plan.  If there is a declaration of
forfeiture, those shares that are exercisable at the time of the declaration may
be exercised as set forth in paragraph 3 hereof; all other shares are forfeited.

5.     Definitions.  Unless  otherwise  defined  in  this  Non-Qualified  Stock
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Option,  defined  terms  used herein shall have the same meaning as set forth in
the  Plan.

     "Change  of  Control"  shall  occur  when  (i)  a  person, as defined under
securities laws of the United States, acquires beneficial ownership of more than
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  of  any  successor  to  the  Company.


6.     Severability.  The invalidity or unenforceability of any provision hereof
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in  any  jurisdiction  shall  not  affect  the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of this
Non-Qualified Stock Option, including that provision, in any other jurisdiction.
To  the  extent permitted by applicable law, the Company and Optionee each waive
any  provision  of  law that renders any provision hereof invalid, prohibited or
unenforceable  in  any  respect.  If  any provision of this Option is held to be
unenforceable  for  any  reason,  it  shall  be  adjusted rather than voided, if
possible,  in order to achieve the intent of the parties to the extent possible.



ACKNOWLEDGED  AND  ACCEPTED:          ENERGIZER  HOLDINGS,  INC.

____________________________
Optionee
                                   By:_________________________
____________________________          J.  Patrick  Mulcahy
Date                                  Chief  Executive  Officer


                               List of Recipients

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