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  _______  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  Nominating  and  Executive  Compensation  Committee  (the
"Committee"),  provided that such shares have been held for at least six months.

1.     Normal  Exercise.  This Option becomes exercisable at the rate of 33 1/3%
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of  the  total  shares on September 23 in each of the years 2005, 2006 and 2007.
This Option remains exercisable through September 22, 2012 unless Optionee is no
longer  employed by 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  employed  by  the  Company:

     a.     death  of  Optionee;

     b.     declaration, by the Committee, of Optionee's total and permanent
disability;

     c.     the  voluntary termination of employment of Optionee at or after age
55;

     d.     a  Change  of  Control;  or

     e.     the  involuntary termination of employment of Optionee, other than a
Termination  for  Cause.  For  purposes  of this Option, involuntary termination
shall  include  (i)  Optionee's  involuntary  termination of employment with the
Company  or  an  Affiliate  which  employs  Optionee;  or (ii) the sale or other
disposition  of  a majority of the stock or assets of an Affiliate which employs
Optionee.  In no event shall transfers of employment between the Company and any
of  its  Affiliates,  or  the  creation of a class of stock of the Company which
tracks  the  performance of an Affiliate, be deemed to constitute an involuntary
termination  of  employment.

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

     a.     If  Optionee's  employment is terminated due to declaration of total
and  permanent  disability,  death,  or  voluntary or involuntary termination of
employment  (other  than  a  Termination  for  Cause),  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  Optionee's  employment  is  Terminated  for  Cause,  or  if  the
Committee  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  Termination  or  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 above; 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



<PAGE>
                               List of Recipients

Joseph  W.  McClanathan,  Vice  President,  North  America
Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer