Date




Name
Title
Company
Address
Address

Dear  ___:

The Energizer Corporation ("Company"), on behalf of itself, its subsidiaries and
its  stockholders,  and  any  successor or surviving entity, wishes to encourage
your  continued  service  and  dedication  in  the  performance  of your duties,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined in Subsection I(i)) of the Company (as defined in Subsection I(k)).  The
Board  of Directors of the Company (the "Board") believes that the prospect of a
pending  or  threatened  Change  of  Control inevitably creates distractions and
personal  risks and uncertainties for its executives, and that it is in the best
interests  of  Company  and  its  stockholders  to minimize such distractions to
certain executives.  The Board further believes that it is in the best interests
of  the  Company  to  encourage its executives' full attention and dedication to
their  duties,  both  currently  and  in  the event of any threatened or pending
Change  of  Control.

Accordingly,  the Board has determined that appropriate steps should be taken to
reinforce  and  encourage  the  continued  retention  of  certain members of the
Company's  management,  including  yourself, and the attention and dedication of
management  to  their  assigned  duties  without  distraction  in  the  face  of
potentially disturbing circumstances arising from the possibility of a Change of
Control.

In  order to induce you _______________ ("Executive") to remain in the employ of
the  Company  and in consideration of your continued service to the Company, the
Company  agrees  that  you  shall  receive the benefits set forth in this letter
agreement  (the  "Agreement") in the event that your employment with the Company
is  terminated  subsequent to a Change of Control in the circumstances described
herein.  For  purposes  of  this  Agreement,  references  to employment with the
Company shall include employment with a Subsidiary of the Company (as defined in
Subsection  I(w).

I.     Definitions.
       -----------

     The  meaning  of  each  defined  term that is used in this Agreement is set
forth  below.

     (a)     AAA.  The  American  Arbitration  Association.
             ---

     (b)     Additional  Pay.  The  meaning  of  this  term  is  set  forth  in
             ---------------
Subsection  IV(b).

     (c)     Agreement.  The  meaning  of  this  term  is set forth in the third
             ---------
paragraph  of  this  Agreement.

     (d)     Agreement  Payments.  The  meaning  of  this  term  is set forth in
             -------------------
Subsection  IV(e).

(e)     Beneficiaries.  The  meaning  of  this  term  is set forth in Subsection
        -------------
VI(b).

(f)     Board.  The  meaning of this term is set forth in the first paragraph of
        -----
this  Agreement.

     (g)     Business  Combination.  The  meaning  of  this term is set forth in
             ---------------------
Subsection  I(i)(iii).

     (h)     Cause.  For  purposes  of  this  Agreement,  "Cause"  shall  mean
             -----
Executive's willful breach or failure to perform his/her employment duties.  For
purposes  of  this  Subsection  I(h),  no act, or failure to act, on the part of
Executive  shall  be  deemed  "willful"  unless  done, or omitted to be done, by
Executive  not  in  good faith and without reasonable belief that such action or
omission  was  in  the  best  interest  of  the  Company.  Notwithstanding  the
foregoing,  Executive's  employment  shall not be deemed to have been terminated
for  Cause unless and until the Company delivers to Executive a certificate of a
resolution  duly  adopted  by the affirmative vote of not less than seventy-five
percent  (75%)  of  the entire membership of the Board at a meeting of the Board
called  and  held  for such purpose (after reasonable notice to Executive and an
opportunity for Executive, together with Executive's counsel, to be heard before
the  Board),  finding that in the good faith opinion of the Board, Executive has
engaged  in  such  willful  conduct  and  specifying the details of such willful
conduct.

     (i)     Change  of  Control.  For  purposes of this Agreement, a "Change of
             -------------------
Control"  shall  be deemed to have occurred if there is a change of control of a
nature  that  would  be  required  to  be  reported  in response to Item 6(e) of
Schedule  14A of Regulation 14A promulgated under the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"),  whether  or not the Company is then
subject to such reporting requirement; provided that, without limitation, such a
Change  of  Control  shall  be  deemed  to  have  occurred  if:

          (i)     any  "person"  (as  such  term  is  used in Sections 13(d) and
14(d)(2)  as  currently  in  effect,  of  the  Exchange  Act)  is  or  becomes a
"beneficial owner" (as determined for purposes of Regulation 13D-G, as currently
in  effect,  of  the  Exchange  Act),  directly  or  indirectly,  of  securities
representing  twenty  percent  (20%) or more of the total voting power of all of
the  Company's  then  outstanding  voting  securities.  For  purposes  of  this
Agreement,  the  term "person" shall not include:  (A) the Company or any of its
Subsidiaries,  (B)  a  trustee  or  other  fiduciary holding securities under an
employee  benefit  plan  of  the  Company  or any of its Subsidiaries, or (C) an
underwriter  temporarily  holding  securities  pursuant  to  an offering of said
securities;

          (ii)     during  any  period  of  two  (2) consecutive calendar years,
individuals who at the beginning of such period constitute the Board and any new
director(s)  whose  election  by  the  Board  or  nomination for election by the
Company's  stockholders  was  approved  by  a vote of at least two-thirds of the
directors  then  still  in  office who either were directors at the beginning of
such  period  or  whose  election  or  nomination for election was previously so
approved,  cease  for  any  reason  to  constitute  a  majority  of  the  Board;

          (iii)     the  stockholders  of  the  Company  approve  a  merger,
consolidation  or  sale  or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless following
such  Business Combination:  (i) all or substantially all of the individuals and
entities  who  were  the  "beneficial  owners"  (as  determined  for purposes of
Regulation  13D-G,  as  currently  in  effect,  of  the  Exchange  Act)  of  the
outstanding  voting securities of the Company immediately prior to such Business
Combination  beneficially  own,  directly or indirectly, securities representing
more  than fifty percent (50%) of the total voting power of the then outstanding
voting securities of the corporation resulting from such Business Combination or
the  parent  of such corporation (the "Resulting Corporation"); (ii) no "person"
(as  such term is used in Section 13(d) and 14(d)(2), as currently in effect, of
the  Exchange  Act),  other than a trustee or other fiduciary holding securities
under  an  employee benefit plan of the Company or the Resulting Corporation, is
the  "beneficial  owner"  (as  determined  for  purposes of Regulation 13D-G, as
currently  in  effect,  of  the Exchange Act), directly or indirectly, of voting
securities  representing  twenty percent (20%) or more of the total voting power
of then outstanding voting securities of the Resulting Corporation; and (iii) at
least  a  majority  of  the  members  of the board of directors of the Resulting
Corporation  were  members  of  the  Board  at  the time of the execution of the
initial agreement, or at the time of the action of the Board, providing for such
Business  Combination;

          (iv)     the  stockholders  of  the Company approve a plan of complete
liquidation  or  dissolution  of  the  Company;  or

          (v)     any  other  event  that a simple majority of the Board, in its
sole  discretion,  shall  determine  constitutes  a  Change  of  Control.

     (j)     Code.  For  purposes  of  this  Agreement,  "Code"  shall  mean the
             ----
Internal  Revenue  Code  of  1986,  as  amended.

     (k)     Company.  The  meaning  of  this  term  is  set forth in Subsection
             -------
VI(a).

     (l)     Controlled  Group.  For  purposes  of  this  Agreement, "Controlled
             -----------------
Group"  shall  mean  the  Company  and  all  of  the  Company's  Subsidiaries.

     (m)     Disability.  For  purposes  of  this  Agreement, "Disability" shall
             ----------
mean  an  illness,  injury  or  similar  incapacity  which  52  weeks  after its
commencement,  continues  to render Executive unable to perform the material and
substantial  duties  of  Executive's  position  or  any  substantially  similar
occupation  or substantially similar employment for which Executive is qualified
or  may  reasonably  become qualified by training, education or experience.  Any
question  as  to  the  existence  of  a  Disability upon which Executive and the
Company  cannot  agree  shall be determined by a qualified independent physician
selected by Executive (or, if Executive is unable to make such selection, by any
adult  member  of  Executive's  immediate  family  or  Executive's  legal
representative),  and  approved  by  the  Company,  such  approval  not  to  be
unreasonably  withheld.  The  determination of such physician made in writing to
both the Company and Executive shall be final and conclusive for all purposes of
this  Agreement.

     (n)     Employer.  For  purposes  of  this Agreement, "Employer" shall mean
             --------
the  Company  or the Subsidiary, as the case may be, with which Executive has an
employment  relationship.

     (o)     Exchange  Act.  This  term  shall  have  the  meaning  set forth in
             -------------
Subsection  I(i)(i).

     (p)     Executive.  This term shall have the meaning set forth in the third
             ---------
paragraph  of  this  Agreement.

     (q)     Good  Reason.  For  purposes of this Agreement, "Good Reason" shall
             ------------
mean  the  occurrence, without Executive's prior express written consent, of any
of  the  following  circumstances:

          (i)     The  assignment  to  Executive of any duties inconsistent with
Executive's  status  or  responsibilities  as  in  effect immediately prior to a
Change  of  Control,  including  imposition  of  travel obligations which differ
materially  from  required  business  travel  immediately prior to the Change of
Control;

          (ii)     Any  diminution  in  the  status  or  responsibilities  of
Executive's  position from that which existed immediately prior to the Change of
Control,  whether  by reason of the Company ceasing to be a public company under
the  Exchange  Act,  becoming  a  subsidiary  of  a successor public company, or
otherwise;

          (iii)     (A)  A  reduction  in  Executive's  annual base salary as in
effect  immediately  before  the  Change of Control; or (B) the failure to pay a
bonus  award  to  which  Executive  is  entitled  under any short-term incentive
plan(s)  or  program(s),  any  long-term incentive plan(s) or program(s), or any
other incentive compensation plan(s) or program(s) of Company in which Executive
participated  immediately  prior  to  the  time  of  the  Change  of  Control;

          (iv)     A change in the principal place of Executive's employment, as
in  effect  immediately  prior  to the Change of Control to a location more than
fifty (50) miles distant from the location of such principal place at such time;

          (v)     The failure by the Company to offer Executive participation in
incentive  compensation  or  stock  or  stock  option  plans  on  at  least  a
substantially  equivalent  basis,  both  in  terms  of  the nature and amount of
benefits  provided  and the level of Executive's participation, as is then being
provided  by  the  Company to similarly situated peer executives of the Company;

          (vi)     (A)  Except as required by law, the failure by the Company to
offer  Executive  benefits  on at least a substantially equivalent basis, in the
aggregate,  to  those  then  being provided by the Company to similarly situated
peer  executives  of  the Company under the qualified and non-qualified employee
benefit  and  welfare  plans  of the Company, including, without limitation, any
pension,  deferred  compensation,  life  insurance,  medical, dental, health and
accident, disability, retirement or savings plan(s) or program(s) offered by the
Company;  (B)  the  taking  of any action by the Company that would, directly or
indirectly,  materially  reduce  or deprive Executive of any other perquisite or
benefit  then being offered by the Company to similarly situated peer executives
of  the  Company  (including, without limitation, Company-paid and/or reimbursed
club memberships, financial counseling fees and the like); or (C) the failure by
the  Company  to  treat  Executive  under  the  Company's  vacation policy, past
practice  or special agreement in the same manner and to the same extent as then
being  provided  by  the  Company  to  similarly situated peer executives of the
Company;

          (vii)     The  failure of the Company to obtain a satisfactory written
agreement  from  any successor prior to consummation of the Change of Control to
assume and agree to perform this Agreement, as contemplated in Subsection VI(a);
or

          (viii)     Any  purported  termination  by  the Company of Executive's
employment  that  is not effected pursuant to a Notice of Termination satisfying
the  requirements  of Subsection III(d) or, if applicable, Subsection I(h).  For
purposes  of  this  Agreement,  no such purported termination shall be effective
except  as  constituting  Good  Reason.

Executive's  continued  employment  with the Company or any Subsidiary shall not
constitute  a  consent  to,  or  a  waiver  of  rights  with  respect  to,  any
circumstances  constituting Good Reason hereunder.  Any good faith determination
of  "Good Reason" made by the Executive shall be conclusive for purposes of this
Agreement.

     (r)     Notice  of  Termination.  The  meaning of this term is set forth in
             -----------------------
Subsection  III(d).

(s)     Payments.  The  meaning  of  this term is set forth in Subsection IV(e).
        --------

(t)     Reduced  Amount.  The  meaning  of  this term is set forth in Subsection
        ---------------
IV(e).

(u)     Resulting  Corporation.  The  meaning  of  this  term  is  set  forth in
        ----------------------
Subsection  I(i)(iii).

     (v)     Retirement.  For  purposes  of  this  Agreement, "Retirement" shall
             ----------
mean  Executive's  voluntary  termination  of employment with the Company, other
than  for  Good  Reason,  and in accordance with the Company's retirement policy
generally  applicable  to  its  employees  or  in  accordance  with any prior or
contemporaneous  retirement  agreement  or arrangement between Executive and the
Company.

     (w)     Subsidiary.  For  purposes  of  this  Agreement, "Subsidiary" shall
             ----------
mean any corporation of which fifty percent (50%) or more of the voting stock is
owned,  directly  or  indirectly,  by  the  Company.

     (x)     Terminate(d) or Termination.  The meaning of this term is set forth
             ---------------------------
in  Subsection  III(c).

     (y)     Termination  Date.  For  purposes  of  this Agreement, "Termination
             -----------------
Date"  shall  mean:

          (i)     If Executive's employment is terminated for Disability, thirty
(30) calendar days after Notice of Termination is given (provided that Executive
shall  not  have  returned to the full-time performance of his/her duties during
such  thirty-day  period);  and

          (ii)     If  Executive's  employment  is  terminated for Cause or Good
Reason  or  for any reason other than death or Disability, the date specified in
the  Notice  of  Termination (which in the case of a termination for Cause shall
not  be less than thirty (30) calendar days and in the case of a termination for
Good Reason shall not be less than thirty (30) calendar days nor more than sixty
(60)  calendar  days,  respectively, from the date such Notice of Termination is
given).

II.     Term  of  Agreement.
        -------------------

     (a)     General.  Upon  execution  by  Executive,  this  Agreement  shall
             -------
commence  as  of _______, 2000.  This Agreement shall continue in effect through
________,  2002; provided, however, that commencing on ________, 2002, and every
third  January  1  thereafter, the term of this Agreement shall automatically be
extended  for  two  (2)  additional  years  unless,  not  later than ninety (90)
calendar  days  prior  to  the  January  1  on  which  this  Agreement otherwise
automatically  would  be  extended,  the  Company  shall  have  given  notice to
Executive  that  it  does  not  wish to extend this Agreement; provided further,
however,  that if a Change of Control shall have occurred during the original or
any extended term of this Agreement, this Agreement shall continue in effect for
a  period  of  twenty-four  (24)  months beyond the month in which the Change of
Control  occurred.  The  term  of this Agreement automatically shall be extended
for  two  (2)  additional  years  from the date of any public announcement of an
event  that  would  constitute a Change of Control as defined in this Agreement;
provided,  however,  that  if any such announced event is not consummated within
that  two  (2)  year  period,  the original renewal term thereafter shall apply.

     (b)     Disposition  of  Employer.  In the event Executive is employed by a
             -------------------------
Subsidiary,  the terms of this Agreement shall expire if such Subsidiary is sold
or  otherwise disposed of prior to the date on which a Change of Control occurs,
unless  Executive  continues  in employment with the Controlled Group after such
sale or other disposition.  If Executive's Employer is sold or disposed of on or
after  the  date  on  which  a  Change  of  Control occurs, this Agreement shall
continue  through  its  original  term  or  any  extended  term  then in effect.

     (c)     Deemed  Change of Control.  If Executive's employment with Employer
             -------------------------
is  terminated  prior  to the date on which a Change of Control occurs, and such
termination  was at the request of a third party who has taken steps to effect a
Change  of  Control,  or otherwise was in connection with the Change of Control,
then  for all purposes of this Agreement, a Change of Control shall be deemed to
have  occurred  prior  to  such  termination.

     (d)     Expiration  of  Agreement.  No  termination  or  expiration of this
             -------------------------
Agreement  shall  affect  any rights, obligations or liabilities of either party
that  shall  have  accrued  on  or  prior  to  the  date  of such termination or
expiration.

III.     Benefits  Following  Change  of  Control.
         ----------------------------------------

     (a)     Accelerated  Vesting  in  All Equity.  If a Change of Control shall
             -------------------------------------
have  occurred, Executive shall be entitled to, immediately upon the date of the
Change  of  Control,  accelerated  vesting  of  all  unvested  stock options and
restricted  stock that have been granted or sold to the executive by the Company
under  any  restricted  terms,  such  that  following  said  acceleration,  all
restrictions  as  to  the  sale  and ownership of this equity, as imposed by the
company,  shall  have  lapsed.

     (b)     Prorated  Payout of Short Term Bonus.  If a Change of Control shall
             ------------------------------------
have  occurred, Executive shall be entitled to, immediately upon the date of the
Change  of Control, payment in full of Executive's prorated bonus for the fiscal
year  in which the Change of Control occurs.  The prorated bonus amount shall be
calculated  as  Executive's Target Bonus for the fiscal year in which the change
in  control  occurs divided by 365 and multiplied by the number of calendar days
in  said  year  immediately up to the day on which the Change of Control occurs.

     (c)     Entitlement  to  Benefits Upon Termination.  If a Change of Control
             ------------------------------------------
shall have occurred, Executive shall be entitled to, in addition to the benefits
described  in  Subsections  III(a)  and (b), the benefits provided in Section IV
hereof  upon  the  subsequent termination of his/her employment with the Company
within  two  (2)  years  after  the  date  of  the Change of Control unless such
termination  is (i) a result of Executive's death or Retirement, (ii) for Cause,
(iii)  a  result  of Executive's Disability, or (iv) by Executive other than for
Good  Reason.  For  purposes  of  this  Agreement,  "Termination"  shall  mean a
termination  of  Executive's  employment  that is not as a result of Executive's
death,  Retirement or Disability and (x) if by the Company, is not for Cause, or
(y)  if  by  Executive,  is  for  Good  Reason.

     (d)     Notice  of  Termination.  Any  purported termination of Executive's
             -----------------------
employment  by  either the Company or Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section VIII.
For  purposes  of this Agreement, a "Notice of Termination" shall mean a written
notice  that  indicates  the specific provision(s) of this Agreement relied upon
and  sets  forth  in  reasonable  detail  the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision(s)
so  indicated.  If Executive's employment shall be terminated by the Company for
Cause  or  by  Executive  for  other  than  Good  Reason,  the Company shall pay
Executive  his/her  full  base salary through the Termination Date at the salary
level  in  effect  at  the time Notice of Termination is given and shall pay any
amounts  to  be paid to Executive pursuant to any other compensation or stock or
stock  option plan(s), program(s) or employment agreement(s) then in effect, and
the Company shall have no further obligations to Executive under this Agreement.

If  within  thirty  (30) calendar days after any Notice of Termination is given,
the  party  receiving such Notice of Termination notifies the other party that a
dispute exists concerning the grounds for termination, then, notwithstanding the
meaning of "Termination Date" set forth in Subsection I(y), the Termination Date
shall  be  the  date on which the dispute is finally resolved, whether by mutual
written  agreement  of the parties or by a decision rendered pursuant to Section
XI;  provided that the Termination Date shall be extended by a notice of dispute
only  if  such  notice  is  given in good faith and the party giving such notice
pursues  the  resolution  of  such  dispute  with  reasonable  diligence.
Notwithstanding  the  pendency of any such dispute, the Company will continue to
pay  Executive  his/her  full  compensation  including, without limitation, base
salary, bonus, incentive pay and equity grants, in effect when the notice of the
dispute  was given, and continue Executive's participation in all benefits plans
or  other  perquisites  in which Executive was participating, or which Executive
was  enjoying,  when  the  Notice  of Termination giving rise to the dispute was
given,  until  the  dispute  is  finally  resolved.  Amounts  paid  under  this
Subsection III(c) are in addition to and not in lieu of all other amounts due to
Executive  under  this  Agreement  and shall not be offset against or reduce any
other  amounts  due  to  Executive  under  this  Agreement.

IV.     Compensation  Upon  a  Termination.
        ----------------------------------

Following  a Change of Control, upon Executive's Termination, Executive shall be
entitled to the following benefits, provided that such Termination occurs during
the two (2) year period immediately following the date of the Change of Control:

     (a)     Standard  Benefits.  The  Company  shall pay Executive his/her full
             ------------------
base  salary  through the Termination Date at the rate in effect at the time the
Notice  of Termination is given, no later than the second business day following
the  Termination  Date,  plus  all  other amounts to which Executive is entitled
under  any  compensation  plan(s)  or  program(s)  of  the Company applicable to
Executive  at  the  time  such  payments  are  due.  Without limitation, amounts
payable pursuant to this Subsection IV(a) shall include, pursuant to the express
terms  of  any  short-term  incentive plan(s) in which Executive participates or
otherwise,  Executive's  annual  bonus  under  such  short-term  incentive plan,
pro-rated  to  the  Termination Date.  If the Termination Date shall fall within
the  same  short-term incentive period, as set forth by the express terms any of
the  short-term  incentive plan(s) in which Executive participates or otherwise,
as  the  Change  of  Control  Date,  and  Executive  has previously received the
pro-rated  bonus  amount as described in Subsection III(b), then Executive shall
be  paid  the difference between the pro-rated bonus amount as described here in
Subsection  IV(a) and the pro-rated bonus amount described in Subsection III(b).

     (b)     Additional  Benefits.  The  Company  shall  pay  to  Executive  as
             --------------------
additional  pay ("Additional Pay"), the product of two (2) multiplied by the sum
of  (x)  the greater of (i) Executive's annual base salary in effect immediately
prior  to the Termination Date, or (ii) Executive's annual base salary in effect
as  of the Change of Control Date, and (y) Executive's annual bonus amount under
any  short-term  incentive  plan(s)  or  program(s)  in  which  Executive  is  a
participant  as  of  the Termination Date.  The Company shall pay the Additional
Pay  to  Executive in a lump sum, in cash, not later than the fifteenth calendar
day  following  the Termination Date.  The Company shall maintain for Executive,
all  such perquisites and fringe benefits enjoyed by Executive immediately prior
to  the  Termination  Date  as  are  approved  in writing by the Company's Chief
Executive  Officer  for  such  period  as  is  specified  in  such  writing.

     (c)     Retirement  Plan  Benefits.  If not already vested, Executive shall
             --------------------------
be  deemed  fully  vested  as  of the Termination Date in any Company retirement
plan(s) or other written agreement(s) between Executive and the Company relating
to  pay  or other benefits upon retirement in which Executive was a participant,
party  or  beneficiary  immediately  prior  to  the  Change  of Control, and any
additional plan(s) or agreement(s) in which such Executive became a participant,
party  or beneficiary thereafter.  In addition to the foregoing, for purposes of
determining  the  amounts  to  be  paid  to  Executive  under  such  plan(s)  or
agreement(s),  the  years  of  service with the Company and the age of Executive
under  all  such  plans  and agreements shall be deemed increased by twenty-four
months  (24).  For  purposes  of  this  Subsection  IV(c),  the  term  "plan(s)"
includes,  without  limitation,  the  Company's  qualified  pension  plan,
non-qualified  pension  plans,  and any companion, successor or amended plan(s),
and  the  term  "agreement(s)" encompasses, without limitation, the terms of any
offer  letter(s)  leading  to  Executive's  employment  with  the  Company where
Executive was a signatory thereto, any written amendment(s) to the foregoing and
any  subsequent agreements on such matters.  In the event the terms of the plans
referenced  in  this  Subsection  IV(c)  do not for any reason coincide with the
provisions  of  this  Subsection  IV(c)  (e.g.,  if  plan amendments would cause
disqualification  of  qualified  plans),  Executive shall be entitled to receive
from  the  Company  under  the  terms  of  this Agreement an amount equal to all
amounts Executive would have received, at the time Executive would have received
such amounts, had all such plans continued in existence as in effect on the date
of  this  Agreement  after  being  amended  to  coincide  with the terms of this
Subsection  IV(c).

     (d)     Health  and  Other  Benefits.  Following  the Termination Date, the
             ----------------------------
Company  shall  continue  to  provide,  for a period of twenty-four months (24),
substantially  the same level of health, vision and dental benefits to Executive
and  Executive's eligible dependents that the Company would provide to Executive
and Executive's eligible dependents if Executive were first eligible for retiree
health,  vision  and dental benefits immediately prior to the Change of Control.
The  eligibility  of  Executive's dependents shall be determined by the terms of
any  retiree  health,  vision and dental benefit plan(s) or program(s) in effect
immediately  prior  to  the  Change  of  Control.

     (e)     Excess  Parachute  Payment.  Anything  in  this  Agreement  to  the
             --------------------------
contrary  notwithstanding,  in  the  event  that an independent accountant shall
determine  that any payment or distribution by the Company to or for the benefit
of  Executive  (whether paid or payable or distributed or distributable pursuant
to  the  terms  of  this  Agreement  or  otherwise)  (a  "Payment")  would  be
nondeductible  by  the  Company  for Federal income tax purposes because of Code
Section  280G  or  would constitute an "excess parachute payment" (as defined in
Code  Section  280G),  then  the  aggregate  present value of amounts payable or
distributable  to  or  for  the  benefit of Executive pursuant to this Agreement
(such  payments  or  distributions  pursuant  to  this Agreement are hereinafter
referred  to  as  "Agreement Payments") shall be reduced (but not below zero) to
the  Reduced Amount.  For purposes of this paragraph, the "Reduced Amount" shall
be  an  amount  expressed in present value which maximizes the aggregate present
value  of  Agreement Payments without causing any Payment to be nondeductible by
the  Company  because of Code Section 280G or without causing any portion of the
Payment  to  be  subject  to  the  excise  tax  imposed  by  Code  Section 4999.

If the independent accountant determines that any Payment would be nondeductible
by  the  Company because of Code Section 280G or that any portion of the Payment
will  be  subject  to  the  excise tax imposed by Code Section 4999, the Company
shall  promptly  give Executive notice to that effect and a copy of the detailed
calculation  thereof  and  of  the Reduced Amount.  Executive may then elect, in
Executive's  sole discretion, which and how much of the Agreement Payments shall
be  eliminated  or reduced (as long as after such election the aggregate present
value of the Agreement Payments equals the Reduced Amount), and shall advise the
Company  in writing of such election within ten (10) days of Executive's receipt
of  such  notice.  If  no such election is made by Executive within such ten-day
period, the Company may elect which and how much of the Agreement Payments shall
be  eliminated  or reduced (as long as after such election the aggregate present
value  of  the  Agreement  Payments  equals the Reduced Amount) and shall notify
Executive  promptly  of  such election.  For purposes of this paragraph, present
value  shall  be  determined  in  accordance  with Code Section 280G(d)(4).  All
determinations  made  by  the independent accountant under this Section shall be
binding  upon the Company and Executive and shall be made within sixty (60) days
of  a  termination  of  employment  of  Executive.  As  promptly  as practicable
following  such determination and the elections hereunder, the Company shall pay
to or distribute to or for the benefit of Executive such amounts as are then due
to  Executive  under  this Agreement and shall promptly pay to or distribute for
the  benefit  of Executive in the future such amounts as become due to Executive
under  this  Agreement.

As a result of the uncertainty in the application of Code Sections 280G and 4999
at  the  time  of  the  initial  determination  by  the  independent  accountant
hereunder,  it  is  possible that Agreement Payments will be made by the Company
which  should  not  have  been made ("Overpayment") or that additional Agreement
Payments  which  have  not  been  made  by  the  Company  should  have been made
("Underpayment"),  in  each case, consistent with the calculation of the Reduced
Amount  hereunder.  In the event that the independent accountant, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
Executive,  which  the independent accountant believes has a high probability of
success,  determines  that  an  Overpayment  has been made, any such Overpayment
shall  be  treated for all purposes as a loan to Executive which Executive shall
repay  to  the  Company  together  with  interest at the applicable Federal rate
provided  for  in  Code Section 7872(f)(2)(A); provided, however, that no amount
shall  be  payable by Executive to the Company if and to the extent such payment
would not reduce the amount which is subject to taxation under Code Section 4999
or  if  the  period of limitations for assessment of tax under Code Section 4999
against  Executive  shall  have  expired.  In  the  event  that  the independent
accountant,  based  upon  controlling precedent, determines that an Underpayment
has  occurred, any such Underpayment shall be promptly paid by the Company to or
for  the  benefit  of Executive together with interest at the applicable Federal
rate  provided  for  in  Code  Section  7872(f)(2)(A).

     (f)     Legal  Fees  and  Expenses.  The Company shall pay to Executive all
             --------------------------
legal  fees  and  expenses  as and when incurred by Executive in connection with
this  Agreement,  including  all  such  fees  and  expenses, if any, incurred in
contesting  or  disputing any Termination or in seeking to obtain or enforce any
right  or benefit provided by this Agreement, regardless of the outcome, unless,
in the case of a legal action brought by or in the name of Executive, a decision
is  rendered  pursuant  to  Section XI, or in any other proper legal proceeding,
that  such  action  was  not  brought  by  Executive  in  good  faith.

     (g)     No  Mitigation.  Executive  shall  not  be required to mitigate the
             --------------
amount  of  any  payment  provided  for  in  this  Section  IV  by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided
for in this Section IV be reduced by any compensation earned by Executive as the
result  of  employment  by  another  employer or by retirement or other benefits
received from whatever source after the Termination Date or otherwise, except as
specifically  provided  in  this  Section  IV.  The Company's obligation to make
payments  to  Executive  provided for in this Agreement and otherwise to perform
its  obligations  hereunder  shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action that the Company or Employer
may  have  against  Executive  or  other  parties.

V.     Death  and  Disability  Benefits.
       --------------------------------

In  the event of the death or Disability of Executive after a Change of Control,
Executive,  or in the case of death, Executive's Beneficiaries (as defined below
in  Subsection  VI(b)), shall receive the benefits to which Executive or his/her
Beneficiaries  are  entitled  under  this  Agreement  and any and all retirement
plans,  pension plans, disability policies and other applicable plans, programs,
policies,  agreements  or  arrangements  of  the  Company.

VI.     Successors;  Binding  Agreement.
        -------------------------------

     (a)     Obligations  of Successors.  The Company will require any successor
             --------------------------
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all  or  substantially  all  of  the  business  and/or  assets of the Company to
expressly  assume  and agree to perform this Agreement in the same manner and to
the  same  extent  that  the  Company is required to perform it.  Failure of the
Company  to  obtain  such assumption and agreement prior to the effectiveness of
any  such  succession  shall  be  a  breach  of this Agreement and shall entitle
Executive  to  compensation  from the Company in the same amount and on the same
terms  as  Executive  would  be  entitled  hereunder if Executive had terminated
employment  for  Good  Reason  following  a  Change  of Control, except that for
purposes  of  implementing  the foregoing, the date on which any such succession
becomes  effective  shall  be  deemed  the  Termination  Date.  As  used in this
Agreement, the term "Company" shall mean Company, including any surviving entity
or  successor  to all or substantially all of its business and/or assets and the
parent  of  any  such  surviving  entity  or  successor.

     (b)     Enforceable  by  Beneficiaries.  This  Agreement shall inure to the
             ------------------------------
benefit  of and be enforceable by Executive's personal or legal representatives,
executors,  administrators,  successors,  heirs,  distributees,  devisees  and
legatees  (the  "Beneficiaries").  In  the event of the death of Executive while
any  amount would still be payable hereunder if such death had not occurred, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the  terms  of  this  Agreement  to  Executive's  Beneficiaries.

     (c)     Employment.  Except  in  the  event  of  a  Change  of Control and,
             ----------
thereafter,  only  as  specifically set forth in this Agreement, nothing in this
Agreement shall be construed to (i) limit in any way the right of the Company or
a  Subsidiary  to terminate Executive's employment at any time for any reason or
for  no reason; or (ii) be evidence of any agreement or understanding, expressed
or  implied,  that  the  Company  or  a  Subsidiary will employ Executive in any
particular  position,  on  any  particular  terms  or  at any particular rate of
remuneration.

VII.     Confidential  Information.
         -------------------------

Executive  shall  hold  in fiduciary capacity for the benefit of the Company all
secret  or  confidential information, knowledge or data relating to the Company,
the Subsidiaries and their respective businesses, which shall have been obtained
during  Executive's  employment  with the Employer and which shall not be public
knowledge  (other  than  by  acts  by  Executive  or  his/her representatives in
violation  of this Agreement).  After termination of Executive's employment with
the  Company  or  any Employer within the Controlled Group, Executive shall not,
without  prior  written  consent  of the Company or the Employer, communicate or
divulge  any  such  information,  knowledge  or  data  to  anyone other than the
Company,  the  Employer  or  those  designated  by  them.  In  no event shall an
asserted  violation  of  this  Section  VII  constitute a basis for deferring or
withholding  any  amounts  otherwise  payable to Executive under this Agreement.

VIII.     Notice.
          ------

All  notices  and  communications  including,  without limitation, any Notice of
Termination  hereunder,  shall be in writing and shall be given by hand delivery
to  the  other party, by registered or certified mail, return receipt requested,
postage  prepaid,  or  by  overnight  delivery  service,  addressed  as follows:

If  to  Executive:

     Name
Title
Company
Address
     Address


If  to  the  Company:

     Company
Address
Address
     Attn:  _____________

or  to  such  other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice and communications shall be deemed given
and  effective  when  actually  received  by  the  addressee.

IX.     Miscellaneous.
        -------------

No provision of this Agreement may be modified, waived or discharged unless such
waiver,  modification  or  discharge  is  agreed  to  in  writing  and signed by
Executive  and the Company's Chief Executive Officer or other authorized officer
designated  by the Board or an appropriate committee of the Board.  No waiver by
either  party  hereto at any time of any breach by the other party hereto of, or
compliance  with,  any conditions or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or  conditions at the same or at any prior or subsequent time.  No agreements or
representations,  oral  or  otherwise,  express  or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth  in  this  Agreement.  The  validity,  interpretation,  construction  and
performance  of  this  Agreement  shall  be governed by the laws of the State of
Missouri.  All  references  to sections of the Code or the Exchange Act shall be
deemed also to refer to any successor provisions of such sections.  Any payments
provided  for hereunder shall be paid net of any applicable withholding required
under  federal,  state  or  local  law.  The  obligations  of  the Company under
Sections  IV  and  V shall survive the expiration of the term of this Agreement.

X.     Validity.
       --------

The  invalidity or unenforceability of any provision of this Agreement shall not
affect  the validity or enforceability of any other provision of this Agreement,
which  shall  remain  in  full  force  and  effect.

XI.     Arbitration.
        -----------

Executive  may  agree in writing with the Company (in which case this Article XI
shall have effect but not otherwise) that any dispute that may arise directly or
indirectly  in  connection  with  this  Agreement, Executive's employment or the
termination  of  Executive's  employment,  whether arising in contract, statute,
tort,  fraud,  misrepresentation, discrimination or other legal theory, shall be
resolved by arbitration in City, State under the applicable rules and procedures
of  the  AAA.  The  only  legal  claims between Executive and the Company or any
Subsidiary  that  would  not  be  included  in this agreement to arbitration are
claims  by  Executive  for  workers'  compensation  or unemployment compensation
benefits,  claims for benefits under a Company or Subsidiary benefit plan if the
plan  does not provide for arbitration of such disputes, and claims by Executive
that seek judicial relief in the form of specific performance of the right to be
paid until the Termination Date during the pendency of any applicable dispute or
controversy.  If  this  Article  XI is in effect, any claim with respect to this
Agreement,  Executive's  employment or the termination of Executive's employment
must be established by a preponderance of the evidence submitted to an impartial
arbitrator.  A  single  arbitrator  engaged in the practice of law shall conduct
any  arbitration  under  the  applicable  rules  and procedures of the AAA.  The
arbitrator  shall  have  the  authority  to  order  a  pre-hearing  exchange  of
information  by  the  parties  including,  without  limitation,  production  of
requested  documents,  and  examination  by  deposition  of  parties  and  their
authorized  agents.  If  this  Article  XI  is  in  effect,  the decision of the
arbitrator:  (i)  shall  be  final  and  binding,  (ii) shall be rendered within
ninety  (90)  days  after  the impanelment of the arbitrator, and (iii) shall be
kept confidential by the parties to such arbitration.  The arbitration award may
be  enforced  in  any  court of competent jurisdiction.  The Federal Arbitration
Act, 9 U.S.C.    1 et seq., not state law, shall govern the arbitrability of all
claims.

If  this  letter  sets  forth our agreement on the subject matter hereof, kindly
sign  both  originals of this letter and return to the Vice President - Law, one
of  the  fully  executed originals of this letter which will then constitute our
Agreement  on  this  subject.


Sincerely,

Company



By:___________________________________
     Name
     Chairman/President/Chief  Executive  Officer



______________________________________
Employee