ENERGIZER HOLDINGS, INC.
                            2000 INCENTIVE STOCK PLAN

Section  I.  General  Provisions


<PAGE>

A.  Purpose  of  Plan

The purpose of the Energizer Holdings, Inc. Incentive Stock Plan (the "Plan") is
to  enhance  the  profitability  and value of the Company for the benefit of its
shareholders  by  providing for stock options and other stock awards to attract,
retain  and  motivate  officers  and  other  key  employees  who  make important
contributions  to  the  success  of  the  Company,  and to provide equity-linked
compensation  for  directors.

B.  Definitions  of  Terms  as  Used  in  the
Plan

"Affiliate"  shall  mean  any  entity fifty percent or more of whose outstanding
voting securities, or beneficial ownership for entities other than corporations,
is  owned,  directly or indirectly, by the Company, or which otherwise controls,
is  controlled  by,  or  is  under  common  control  with,  the  Company.

"Award" shall mean an Option, including a Restoration Option, or any Other Stock
Award,  granted  under  the  terms  of  the  Plan.

"Award  Agreement"  shall  mean  the  document  or documents evidencing an Award
granted  under  the  Plan.

"Board"  shall  mean  the  Board  of  Directors  of  the  Company.

"Code"  shall  mean  the  Internal  Revenue  Code  of  1986, as amended, and the
regulations  promulgated  thereunder.

"Committee"  shall  mean  the Nominating and Executive Compensation Committee of
the  Board, or any successor committee the Board may designate to administer the
Plan.  Each  member  of  the Committee shall be (i) an "outside director" within
the  meaning  of  Section  162(m) of the Code, subject to any transitional rules
applicable  to  the  definition  of  outside  director, and (ii) a "Non-Employee
Director"  within the meaning of Rule 16b-3 under the Exchange Act, or otherwise
qualified  to  administer the Plan as contemplated by that Rule or any successor
Rule  under  the  Exchange  Act.

"Common  Stock" shall mean Energizer Holdings, Inc. $.01 par value Common Stock,
and, at the discretion of the Board, may also mean any other authorized class or
series  of  common  stock  of  an  Affiliate  or  common  stock  of  the Company
outstanding  upon the reclassification of the Common Stock or any other class or
series  of  common  stock,  including, without limitation, by means of any stock
split,  stock  dividend,  creation  of targeted stock, or other distributions of
stock  in  respect  of  stock,  or  any reverse stock split, or by reason of any
recapitalization,  merger  or  consolidation  of  the  Company.

"Company"  shall  mean  Energizer  Holdings,  Inc.

"Corporate Officer" shall mean any President, Chief Executive Officer, Corporate
Vice President, Controller, Secretary or Treasurer of the Company, and any other
officers  designated  as  corporate  officers  by  the  Board.

"Director"  shall  mean  any  member  of  the  Board.

"Employee" shall mean any person who is employed by the Company or an Affiliate,
including  Corporate  Officers.

"Exchange  Act"  shall  mean  the  Securities  Exchange Act of 1934, as amended.

"Fair Market Value" of the Common Stock shall mean the closing price as reported
on the Composite Tape of the New York Stock Exchange, Inc. on the date that such
Fair  Market  Value  is  to  be  determined,  or if no shares were traded on the
determination  date, the immediately preceding day on which the Common Stock was
traded,  or  the  fair market value as determined by any other method adopted by
the  Committee  (or  with  respect to Awards granted to Directors, by the Board)
which the Committee or the Board, as the case may be, may deem appropriate under
the  circumstances,  or as may be required in order to comply with or to conform
to  the  requirements  of  applicable  laws  or  regulations.

"Incentive  Stock Options" shall mean Options that qualify as such under Section
422  of  the  Code.

"Non-Qualified  Stock  Options"  shall  mean  Options  that  do  not  qualify as
Incentive  Stock  Options.

"Option"  shall  mean the right, granted under the Plan, to purchase a specified
number  of  shares  of  Common Stock, at a fixed price for a specified period of
time.

"Other  Stock Award" shall mean any Award granted under Section III of the Plan.

"Phantom  Stock  Option"  shall  mean  an  Option, granted under the Plan, which
provides  that  in  lieu  of receiving shares of Common Stock upon exercise, the
recipient will receive an amount equal to the excess of the Fair Market Value of
the  Common  Stock  at  exercise  over the exercise price set forth in the Award
Agreement  for  the  Phantom  Stock  Option.

"Restoration  Option"  shall  mean  an  Option  granted  upon  exercise  of  an
outstanding  Option,  provided  that  the  exercise  price  is paid by tendering
previously  owned  shares  of  Common  Stock  by  the  Employee  or  Director.

"Restricted  Stock Award" shall mean an Award of shares of Common Stock on which
are  imposed  restrictions  on  transferability  or  other  shareholder  rights,
including,  but  not  limited  to,  restrictions  which  subject such Award to a
"substantial  risk  of  forfeiture"  as  defined  in  Section  83  of  the Code.

"Stock  Appreciation  Right"  shall  mean a right granted under the terms of the
Plan  to  receive  an amount equal to the excess of the Fair Market Value of one
share of Common Stock as of the date of exercise of the Stock Appreciation Right
over  the  price  per  share of Common Stock specified in the Award Agreement of
which  it  is  a  part.

"Termination  for Cause" shall mean an Employee's termination of employment with
the  Company or an Affiliate because of the Employee's willful engaging in gross
misconduct,  provided,  however,  that a Termination for Cause shall not include
termination  attributable  to  (i)  poor  work  performance,  bad  judgment  or
negligence  on the part of the Employee, (ii) an act or omission believed by the
Employee  in  good faith to have been in or not opposed to the best interests of
the  Company  and reasonably believed by the Employee to be lawful, or (iii) the
good faith conduct of the Employee in connection with a change of control of the
Company  (including  opposition  to  or  support  of  such  change  of control).

C.  Scope  of  Plan  and  Eligibility

Any  Employee  selected  by the Committee, and any member of the Board, shall be
eligible  for  any  Award  contemplated  under  the  Plan.

D.  Authorization  and  Reservation

The  Company  shall  establish a reserve of authorized shares of Common Stock in
the  amount of 15,000,000 shares.  This reserve shall represent the total number
of  shares  of  Common  Stock  that  may be presently issued pursuant to Awards,
including  Restoration  Options,  subject  to  increase as described below.  The
reserves  may  consist  of  authorized but unissued shares of Common Stock or of
reacquired  shares, or both.  Upon the forfeiture or expiration of an Award, all
shares  of  Common  Stock  not  issued thereunder shall become available for the
granting  of  additional  Awards.  In  addition,  when  a  Restoration Option is
granted  upon the tendering of shares of Common Stock in payment of the exercise
price  of  any Options, the reserve shall be increased in an amount equal to the
number  of  shares so tendered, and such additional reserved shares shall become
available  for  the  granting of additional Awards.  Awards under the Plan which
are  payable  in  cash  will  not  be  counted against the reserve unless actual
payment  is  made  in  shares  of  Common  Stock  instead  of  cash.

E.  Grant  of  Awards  and  Administration  of  the  Plan

1.  The Committee shall determine those Employees eligible to receive Awards and
the amount, type and terms of each Award, subject to the provisions of the Plan,
and  it  shall  have  the  power  to delegate responsibility to others to select
Employees  other  than  Corporate  Officers  eligible  to receive Awards and the
amount  of  each  such  Award,  on terms determined by the Committee.  The Board
shall  determine the amount, type and terms of each Award to a Director, subject
to the provisions of the Plan.  In making any determinations under the Plan, the
Committee  or  the  Board,  as  the  case  may  be, shall be entitled to rely on
reports, opinions or statements of officers or employees of the Company, as well
as  those  of  counsel,  public  accountants  and  other  professional or expert
persons.  All  determinations, interpretations and other decisions under or with
respect  to the Plan or any Award by the Committee or the Board, as the case may
be,  shall  be final, conclusive and binding upon all parties, including without
limitation,  the  Company,  any  Employee or Director, and any other person with
rights  to any Award under the Plan, and no member of the Board or the Committee
shall  be  subject  to  individual  liability  with  respect  to  the  Plan.

2.  The  Committee  shall  administer  the Plan and, in connection therewith, it
shall  have  full  power to construe and interpret the Plan, establish rules and
regulations  and  perform  all  other  acts  it  believes reasonable and proper,
including  the  power  to  delegate  responsibility  to  others  to assist it in
administering  the  Plan.  To  the  extent,  however, that such construction and
interpretation  or  establishment of rules and regulations relates to or affects
any  Awards  granted  to  Directors,  the  Board  must ratify such construction,
interpretation  or  establishment.

3.  During  the term of the Plan, the aggregate number of shares of Common Stock
that  may  be  the  subject  of  performance-based Awards (as defined in Section
162(m)  of  the  Code), excluding Restoration Options, that may be granted to an
Employee  or  Director during any one fiscal year may not exceed 1,900,000.  The
aggregate  number  of  shares  of  Common  Stock  that  may  be  the  subject of
Restoration  Options  that  may be granted to an Employee or Director during any
one fiscal year may not exceed 950,000.  These amounts are subject to adjustment
as  provided  in Section VI. F. below.  The maximum number of shares with regard
to  which Options and Stock Appreciation Rights may be granted to any individual
during  any  one  fiscal  year  is  1,900,000.  Any  stock-related  deferred
compensation will not be applied against this limit.  Awards granted in a fiscal
year but cancelled during that same year will continue to be applied against the
annual  limit  for  that  year,  despite  cancellation.

4.  Awards granted under the Plan shall be evidenced in the manner prescribed by
the  Committee  from time to time in accordance with the terms of the Plan.  The
terms  of each Award shall be set forth in an Award Agreement, and the Committee
may  require  that  a  recipient  execute and deliver the Award Agreement to the
Company  in  order  to  evidence  his  or  her  acceptance  of  the  Award.

Section  II.  Stock  Options

A.  Description

The  Committee  or,  in  the case of Awards granted to Directors, the Board, may
grant  Incentive Stock Options and it may grant Non-Qualified Stock Options.  At
the  discretion of the Committee or the Board, in the case of Options granted to
Directors, an Employee or Director may also be eligible to receive a Restoration
Option  in  connection  with  an Option exercise, as more particularly set forth
below.

B.  Terms  and  Conditions

1.  Each  Option shall be set forth in a written Award Agreement containing such
terms  and  conditions  as  the  Committee,  or in the case of Awards granted to
Directors,  the  Board,  may  determine,  subject to the provisions of the Plan.

2.  The  option  price of shares of Common Stock subject to any Option shall not
be  less  than  the  Fair  Market Value of the Common Stock at the time that the
Option  is  granted.

3.  The  Committee,  or  in  the case of Awards granted to Directors, the Board,
shall  determine the vesting schedules and the terms, conditions and limitations
governing  exercisability of Options granted under the Plan.  Unless accelerated
in  accordance  with its terms, an Option may not be exercised until a period of
at least one year has elapsed from the date of grant, and the term of any Option
granted  hereunder  shall  not  exceed  ten  years.

4.  The purchase price of any shares of Common Stock pursuant to exercise of any
Option  must  be  paid in full upon such exercise.  The payment shall be made in
cash,  in United States dollars, or by tendering shares of Common Stock owned by
the  Employee  or  Director (or the person exercising the Option).  If shares of
Common  Stock  are tendered, they must have been owned at least six months prior
to  the  date  of  tender (or such other time period as may be determined by the
Committee).

5.  The  terms  and  conditions of any Incentive Stock Options granted hereunder
shall  be  subject  to  and  shall be designed to comply with, the provisions of
Section  422 of the Code, and any other administrative procedures adopted by the
Committee  from time to time.  Incentive Stock Options may not be granted to any
person  who  is  not  an  Employee  at  the  time  of  grant.

C.  Restoration  Options

The  Committee,  or,  in the case of Awards granted to Directors, the Board, may
provide  either  at the time of grant or subsequently that an option include the
right  to  acquire a Restoration Option.  An option which provides for the grant
of a Restoration Option shall entitle the Employee or Director, upon exercise of
the  option  (in  whole  or  in  part)  prior  to  termination  of employment or
retirement  or  resignation  as a Director, and payment of the exercise price in
shares  of  Common  Stock,  to receive a Restoration Option.  In addition to any
other  terms  and  conditions  set forth in the Award Agreement, the Restoration
Option  shall  be  subject  to  the following terms: (i) the number of shares of
Common  Stock  which  are the subject of the Restoration Option shall not exceed
the  number  of  shares  used to satisfy the option price of the original option
(which shares must have been owned for the time period described in B.4. above),
(ii)  the  grant  date of the Restoration Option will be the date of exercise of
the original option, (iii) the exercise price per share shall be the Fair Market
Value  on the Restoration Option grant date, (iv) the Restoration Option, unless
accelerated,  in accordance with its terms, shall be exercisable no earlier than
one  year after its grant date, (v) the term of the Restoration Option shall not
extend  beyond  the term of the original option, and (vi) the Restoration Option
will  comply  with  all  other provisions of the Plan.  The Committee, or in the
case  of Awards granted to Directors, the Board, shall, in addition to all other
powers granted to it under the Plan, have the power to designate any limitations
on  the  frequency  of  the  grants  of  Restoration  Options to any Employee or
Director,  and  may require, as a condition to the grant of Restoration Options,
that  the  recipient  agree  not  to resell shares received upon exercise of the
original  option  (which  original  option  may  be  a Restoration Option) for a
specific  period.


Section  III.  Other  Stock  Awards

In  addition  to  Options,  the  Committee  or, in the case of Awards granted to
Directors,  the  Board  may  grant Other Stock Awards payable in Common Stock or
cash,  upon  such  terms and conditions as the Committee or Board may determine,
subject  to the provisions of the Plan.  Other Stock Awards may include, but are
not  limited  to,  the  following  types  of  Awards:

A.  Restricted  Stock  Awards

The  Committee  or,  in  the  case of Awards granted to Directors, the Board may
grant  Restricted  Stock  Awards, each of which consists of a grant of shares of
Common  Stock,  subject  to  terms and conditions determined by the Committee or
Board  in  its  sole  discretion as well as to the provisions of the Plan.  Such
terms  and  conditions  shall  be  set  forth in a written Award Agreement.  The
shares  of Common Stock granted will be restricted and may not be sold, pledged,
transferred  or otherwise disposed of until the lapse or release of restrictions
in  accordance with the terms of the Award Agreement and the Plan.  Prior to the
lapse  or  release  of  restrictions,  all  shares of Common Stock which are the
subject of a Restricted Stock Award are subject to forfeiture in accordance with
Section  IV of the Plan.  Shares of Common Stock issued pursuant to a Restricted
Stock  Award  will  be  issued  for  no  monetary  consideration.

B.  Stock  Related  Deferred  Compensation

The  Committee  may,  in  its  discretion,  permit the deferral of payment of an
Employee's  cash  bonus  or other cash compensation in the form of either Common
Stock  or Common Stock equivalents (with each such equivalent corresponding to a
share  of  Common  Stock),  under such terms and conditions as the Committee may
prescribe  in  the  Award Agreement relating thereto, including the terms of any
deferred  compensation  plan  under  which  such Common Stock equivalents may be
granted.  In  addition,  the  Committee  may, in any fiscal year, provide for an
additional  matching deferral to be credited to an Employee's account under such
deferred  compensation plans.  The Committee may also permit account balances of
other  cash  or  mutual  fund  accounts  maintained  pursuant  to  such deferred
compensation  plans  to be converted, at the discretion of the participant, into
the  form  of Common Stock equivalents, or to permit Common Stock equivalents to
be  converted  into account balances of such other cash or mutual fund accounts,
upon  the  terms  set  forth  in  such  plans  as  well  as such other terms and
conditions  as  the  Committee may, in its discretion, determine.  The Committee
may,  in  its  discretion,  determine whether any deferral in the form of Common
Stock  equivalents,  including  deferrals  under  the  terms  of  any  deferred
compensation  plans of the Company, shall be paid on distribution in the form of
cash  or  in  shares  of  Common  Stock.

C.  Stock  Appreciation  Rights  and  Phantom  Stock  Options

The  Committee or in the case of Awards granted to Directors, the Board, may, in
its  discretion,  grant  Stock  Appreciation  Rights or Phantom Stock Options to
Employees  or  Directors,  subject  to  terms  and  conditions determined by the
Committee  or  Board in its sole discretion.  Such terms and conditions shall be
set  forth  in  a  written  Award  Agreement.  Each  Stock Appreciation Right or
Phantom  Stock  Option  shall  entitle the holder thereof to elect, prior to its
cancellation  or termination, to exercise such unit or option and receive either
cash  or  shares  of  Common  Stock,  or  both,  as  the  Committee or Board may
determine,  in  an  aggregate  amount  equal  in value to the excess of the Fair
Market  Value  of  the  Common  Stock on the date of such election over the Fair
Market  Value  on  the  date of grant of the Stock Appreciation Right or Phantom
Stock  Option; except that if an option is amended to include Stock Appreciation
Rights,  the  designated Fair Market Value in the applicable Award Agreement may
be the Fair Market Value on the date that the Option was granted.  The Committee
or  Board  may  provide  that  a Stock Appreciation Right shall be automatically
exercised  on  one  or  more  specified dates.  Stock Appreciation Rights may be
granted  on  a  "free-standing" basis or in conjunction with all or a portion of
the  shares of Common Stock covered by an Option, either at the time of grant of
the Option or at any time thereafter during the term of the Option.  In addition
to  any  other  terms  and  conditions  set  forth in the Award Agreement, Stock
Appreciation  Rights and Phantom Stock Options shall be subject to the following
terms:  (i)  Stock  Appreciation  Rights  and  Phantom  Stock  Options,  unless
accelerated  in  accordance  with  their  terms, may not be exercised within the
first year after the date of grant, (ii) the Committee or Board, as the case may
be,  may,  in its sole discretion, disapprove an election to surrender any Stock
Appreciation  Right  or  Phantom  Stock  Option  for  cash  in  full  or partial
settlement  thereof,  provided  that  such  disapproval  shall  not  affect  the
recipient's  right  to  surrender  the Stock Appreciation Right or Phantom Stock
Option  at  a  later date for shares of Common Stock or cash, and (iii) no Stock
Appreciation  Right  or  Phantom Stock Option may be exercised unless the holder
thereof  is  at  the  time  of  exercise  an  Employee  or Director and has been
continuously since the date the Stock Appreciation Right or Phantom Stock Option
was  granted,  except that the Committee or Board may permit the exercise of any
Stock  Appreciation  Right  or Phantom Stock Option for any period following the
recipient's  termination  of  employment  or  retirement or resignation from the
Board,  not  in  excess  of  the  original  term of the Award, on such terms and
conditions  as  it  shall  deem  appropriate  and  specify  in the related Award
Agreement.

D.  Performance-Based  Other  Stock  Awards

The  payment  under  any  Other  Stock  Award  that  may  be  the  subject  of a
performance-based  Award (as defined in Section 162(m) of the Code) (hereinafter
"Target  Award")  shall  be  contingent  upon  the  attainment  of  one  or more
pre-established performance goals established by the Committee in writing within
ninety  (90) days of the commencement of the Target Award performance period (or
in the case of a newly hired Employee, before 25% of such Employee's service for
such  Target  Award performance period has lapsed).  Such performance goals will
be  based  upon  one  or  more of the following performance-based criteria:  (a)
earnings  per  share;  (b) income or net income; (c) return measures (including,
but  not  limited to, return on assets, capital, equity or sales); (d) cash flow
return  on investments which equals net cash flows divided by owners equity; (e)
controllable earnings (a division's operating profit, excluding the amortization
of  goodwill  and intangible assets, less a charge for the interest cost for the
average  working  capital investment by the division); (f) operating earnings or
net  operation  earnings;  (g) cost control; (h) share price (including, but not
limited  to,  growth  measures);  (i)  total  shareholder  return  (stock  price
appreciation  plus  dividends);  (j)  economic  value  added;  (k)  EBITDA;  (l)
operating  margin  (m)  market  share  and  (n)  cash  flow  from  operations.
Performance may be measured on an individual, corporate group, business unit, or
consolidated basis and may be measured absolutely or relatively to the Company's
peers.  In establishing the Performance Goals, the Committee may account for the
effects of acquisitions, divestitures, extraordinary dividends, stock split-ups,
stock  dividends  or  distributions,  issuances  of  any  targeted  stock,
recapitalizations,  warrants  or  rights issuances or combinations, exchanges or
reclassifications with respect to any outstanding class or series of Stock, or a
corporate  transaction,  such  as  any  merger  of  the  Company  with  another
corporation,  any  consolidation  of  the  Company  and another corporation into
another  corporation,  any  separation  of  the  Company  or  its business units
(including a spinoff or other distribution of stock or property by the Company),
any  reorganization  of  the  Company  (whether or not such reorganization comes
within  the  definition  of  such  term  in  Code Section 368) or any partial or
complete  liquidation by the Company, or sale of all or substantially all of the
assets  of  the  Company,  or  other  extraordinary  items.

The Committee, in its discretion, may cancel or decrease an earned Target Award,
but,  except  as  otherwise  permitted  by  Treasury  Regulation  Section
1.162-27(e)(2)(iii)(C),  may  not, under any circumstances, increase such award.
Before  payments  are  made under a Target Award, the Committee shall certify in
writing  that  the  performance  goals justifying the payment under Target Award
have  been  met.

Section  IV.  Forfeiture  of  Awards

A.  Unless  the  Committee,  or in the case of a Director, the Board, shall have
determined  otherwise,  the  recipient  of  any Award pursuant to the Plan shall
forfeit  the  Award,  to  the  extent  not then payable or exercisable, upon the
occurrence  of  any  of  the  following  events:

1.  The  recipient  is  Terminated  for  Cause.

2.  The  recipient  voluntarily  terminates  his or her employment other than by
retirement  after attainment of age 62, or such other age as may be provided for
in  the  Award  Agreement.

3.  The  recipient  engages  in  competition  with the Company or any Affiliate.

4.  The  recipient  engages  in  any  activity  or  conduct contrary to the best
interests  of  the  Company  or  any  Affiliate,  including, but not limited to,
conduct  that  breaches  the  recipient's  duty  of loyalty to the Company or an
Affiliate  or  that  is  materially  injurious  to  the Company or an Affiliate,
monetarily  or otherwise.  Such activity or conduct may include:  (i) disclosing
or  misusing  any  confidential  information  pertaining  to  the  Company or an
Affiliate;  (ii)  any attempt, directly or indirectly, to induce any Employee of
the  Company  or  any Affiliate to be employed or perform services elsewhere, or
(iii)  any  direct or indirect attempt to solicit, or assist another employer in
soliciting, the trade of any customer or supplier or prospective customer of the
Company  or  any  Affiliate.

B.  The  Committee  or  the  Board, as the case may be, may include in any Award
Agreement  any  additional  or  different  conditions  of forfeiture it may deem
appropriate,  and  may  waive any condition of forfeiture stated above or in the
Award  Agreement.

C.  In  the  event  of forfeiture, the recipient shall lose all rights in and to
portions of the Award which are not vested or which are not exercisable.  Except
in the case of Restricted Stock Awards as to which restrictions have not lapsed,
this  provision,  however,  shall  not  be  invoked  to require any recipient to
transfer  to  the  Company  any  Common  Stock  already received under an Award.

D.  Such  determinations  as  may  be necessary for application of this Section,
including  any  grant  of  authority to others to make determinations under this
Section,  shall  be  at  the sole discretion of the Committee, or in the case of
Awards  granted  to  Directors,  of  the Board, and such determinations shall be
conclusive  and  binding.


Section  V.  Beneficiary  Designation;  Death  of  Awardee

A.  An  Award  recipient  may file with the Committee a written designation of a
beneficiary  or beneficiaries (subject to such limitations as to the classes and
number  of  beneficiaries and contingent beneficiaries as the Committee may from
time to time prescribe) to exercise, in the event of the death of the recipient,
an  Option,  Stock Appreciation Right or Phantom Stock Option, or to receive, in
such  event, any Other Stock Awards.  The Committee reserves the right to review
and  approve beneficiary designations.  A recipient may from time to time revoke
or change any such designation or beneficiary and any designation of beneficiary
under  the Plan shall be controlling over any other disposition, testamentary or
otherwise.  However,  if  the Committee shall be in doubt as to the right of any
such  beneficiary  to  exercise  any Option, Stock Appreciation Right or Phantom
Stock  Option,  or to receive any Other Stock Award, the Committee may determine
to  recognize  only  an  exercise  by,  or  right  to  receive  of,  the  legal
representative  of  the  recipient, in which case the Company, the Committee and
the  members  thereof  shall  not  be  under  any  further  liability to anyone.

B.  Upon  the  death  of  an  Award  recipient, the following rules shall apply:

1.  An  Option,  to the extent exercisable on the date of the recipient's death,
may be exercised at any time within three years after the recipient's death, but
not after the expiration of the term of the Option.  The Option may be exercised
by  the  recipient's  designated  beneficiary  or personal representative or the
person  or  persons  entitled  thereto by will or in accordance with the laws of
descent  and distribution, or by the transferee of the Option in accordance with
the  provisions  of  Section  VI.A.

2.  In  the  case  of  any Other Stock Award, any shares of Common Stock or cash
payable  shall  be  determined  as  of  the  date  of  the recipient's death, in
accordance  with  the  terms of the Award Agreement, and the Company shall issue
such  shares  of  Common  Stock  or  pay such cash to the recipient's designated
beneficiary or personal representative or the person or persons entitled thereto
by  will  or  in  accordance  with  the  laws  of  descent  and  distribution.


Section  VI.  Other  Governing  Provisions

A.  Transferability

Except  as  otherwise provided herein, no Award shall be transferable other than
by  beneficiary  designation,  will or the laws of descent and distribution, and
any  right  granted  under  an Award may be exercised during the lifetime of the
holder  thereof  only  by  Award  Recipient  or  by  his/her  guardian  or legal
representative;  provided, however, that an Award recipient may be permitted, in
the  sole discretion of the Committee or its delegee, to transfer to a member of
such recipient's immediate family, family trust or family partnership as defined
by  the  Committee  or  its  delegee,  an  Option granted pursuant to Section II
hereof,  other  than  an  Incentive  Stock  Option,  subject  to  such terms and
conditions  as  the  Committee  or  its delegee, in their sole discretion, shall
determine.

B.  Rights  as  a  Shareholder

A  recipient  of an Award shall, unless the terms of the Award Agreement provide
otherwise,  have  no  rights  as  a  shareholder, with respect to any Options or
shares  of  Common  Stock which may be issued in connection with an Award, until
the  issuance  of  a Common Stock certificate for such shares, and no adjustment
other  than  as  stated  herein  shall be made for dividends or other rights for
which the record date is prior to the issuance of such Common Stock certificate.
In addition, with respect to Restricted Stock Awards, recipients shall have only
such  rights  as  a  shareholder  as  may be set forth in the terms of the Award
Agreement.


C.  General  Conditions  of  Awards

No  Employee, Director or other person shall have any rights with respect to the
Plan,  the  shares  of  Common  Stock  reserved  or  in any Award, contingent or
otherwise,  until  an Award Agreement shall have been delivered to the recipient
and  all  of the terms, conditions and provisions of the Plan applicable to such
recipient  shall  have  been  met.

D.  Reservation  of  Rights  of  Company

Neither  the establishment of the Plan nor the granting of an Award shall confer
upon  any  Employee  any  right  to continue in the employ of the Company or any
Affiliate or interfere in any way with the right of the Company or any Affiliate
to terminate such employment at any time.  No Award shall be deemed to be salary
or  compensation  for  the  purpose  of  computing  benefits  under any employee
benefit, pension or retirement plans of the Company or any Affiliate, unless the
Committee  shall  determine  otherwise.

E.  Acceleration

The  Committee,  or, with respect to any Awards granted to Directors, the Board,
may,  in  its sole discretion, accelerate the vesting or date of exercise of any
Awards.

F.  Effect  of  Certain  Changes

In  the  event  of  any  extraordinary dividend, stock split-up, stock dividend,
issuance  of  targeted  stock,  recapitalization, warrant or rights issuance, or
combination,  exchange  or  reclassification with respect to the Common Stock or
any  other  class  or  series  of common stock of the Company, or consolidation,
merger  or  sale of all, or substantially all, of the assets of the Company, the
Committee  or  its  delegee  shall  cause such equitable adjustments as it deems
appropriate  to be made to the shares reserved under Section I.D of the Plan and
the  limits  on Awards set forth in Section I.E.3 of the Plan, and the Committee
or  Board  shall  cause  such adjustments to be made to the terms of outstanding
Awards  to  reflect  such  event  and preserve the value of such Awards.  In the
event  that  the Committee or Board determines that any such event has a minimal
effect  on the value of Awards, they may elect not to cause any such adjustments
to be made.  In all events, the determination of the Committee or Board or their
delegee  shall  be  conclusive.  If  any  such  adjustment  would  result  in  a
fractional  share  of Common Stock being issued or awarded under this Plan, such
fractional  share  shall  be  disregarded.

G.  Withholding  of  Taxes

The  Company  shall  deduct  from  any  payment,  or  otherwise collect from the
recipient,  any  taxes  required  to  be  withheld  by  federal,  state or local
governments  in  connection with any Award.  The recipient may elect, subject to
approval  by  the  Committee,  to  have  shares  of Common Stock withheld by the
Company  in  satisfaction  of  such  taxes, or to deliver other shares of Common
Stock  owned  by  the  recipient in satisfaction of such taxes.  With respect to
Corporate  Officers,  Directors  or other recipients subject to Section 16(b) of
the Exchange Act, the Committee or, with respect to Awards granted to Directors,
the  Board,  may  impose such other conditions on the recipient's election as it
deems  necessary  or  appropriate  in  order to exempt such withholding from the
penalties  set  forth  in  said Section.  The number of shares to be withheld or
delivered  shall  be  calculated  by  reference  to the Fair Market Value of the
Common  Stock  on  the  date  that  such  taxes  are  determined.

H.  No  Warranty  of  Tax  Effect

Except  as  may  be contained in the terms of any Award Agreement, no opinion is
expressed  nor  warranties  made  as  to the tax effects under federal, foreign,
state  or  local  laws  or  regulations  of  any  Award  granted under the Plan.

I.  Amendment  of  Plan

The  Board may, from time to time, amend, suspend or terminate the Plan in whole
or in part, and if terminated, may reinstate any or all of the provisions of the
Plan,  except  that (i) no amendment, suspension or termination may apply to the
terms of any Award (contingent or otherwise) granted prior to the effective date
of such amendment, suspension or termination, in a manner which would reasonably
be  considered  to be adverse to the recipient, without the recipient's consent;
(ii)  except  as provided in Section VI.F., no amendment may be made to increase
the  number  of  shares  of Common Stock reserved under Section I.D of the Plan;
(iii)  except as provided in Section VI.F., no amendment may be made to increase
the  limitations  set  forth in Section 1.E.3 of the Plan, and (iv) no amendment
may  withdraw  the  authority  of  the  Committee  to  administer  the  Plan.

J.  Construction  of  Plan

The  place  of  administration of the Plan shall be in the State of Missouri and
the  validity,  construction,  interpretation,  administration and effect of the
Plan and of its rules and regulations, and rights relating to the Plan, shall be
determined  solely in accordance with the laws of the State of Missouri, without
giving  regard  to  the  conflict  of  laws  provisions  thereof.

K.  Unfunded  Nature  of  Plan

The  Plan,  insofar as it provides for cash payments, shall be unfunded, and the
Company  shall  not be required to segregate any assets which may at any time be
awarded under the Plan.  Any liability of the Company to any person with respect
to  any  Award  under  the  Plan  shall  be  based  solely  upon any contractual
obligations  which  may  be  created by the terms of any Award Agreement entered
into pursuant to the Plan.  No such obligation of the Company shall be deemed to
be  secured  by  any  pledge  of,  or  other encumbrance on, any property of the
Company.

L.  Successors

All  obligations  of  the  Company  under  the  Plan, with respect to any Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of  such  successor  is  the result of a direct or indirect purchase,
merger,  consolidation or otherwise, of all or substantially all of the business
and/or  assets  of  the  Company.

Section  VII.  Effective  Date  and  Term

The  Plan  shall  be  effective April 1, 2000 and shall continue in effect until
December  31,  2009, when it shall terminate.  Upon termination, any balances in
the  reserve  established  under  Section  I.D shall be cancelled, and no Awards
shall  be granted under the Plan thereafter.  The Plan shall continue in effect,
however,  insofar  as is necessary, to complete all of the Company's obligations
under  outstanding  Awards  or  to  conclude  the  administration  of  the Plan.