RIGHTS AGREEMENT

     This  Rights  Agreement (the "Rights Agreement"), effective as of March 16,
2000  between  Energizer Holdings, Inc., a Missouri corporation (the "Company"),
and  Continental  Stock  Transfer  &  Trust  Company  (the  "Rights  Agent").

                               W I T N E S S E T H
     WHEREAS,  on  March  16,  2000,  the  Board  of  Directors  of  the Company
authorized  and  declared a dividend of one common share purchase right for each
share  of  the  Company's  common  stock outstanding at the close of business on
March  31,  2000, (the "Record Date"), each such right representing the right to
purchase  one  share of the Company's common stock upon the terms and subject to
the conditions therein set forth.  At that time the Board further authorized and
directed  the  issuance  of one common share purchase right with respect to each
share  of the Company's common stock that becomes outstanding between the Record
Date  and  the  Distribution  Date  (as  hereinafter  defined);

     Accordingly,  in  consideration  of  the premises and the mutual agreements
herein  set  forth,  the  parties  hereby  agree  as  follows:

SECTION  1
CERTAIN  DEFINITIONS

For  purposes  of  this  Rights Agreement, the following terms have the meanings
indicated:

(a)     "Acquiring Person" shall mean any Person who or which, together with all
Affiliates  and  Associates  of such Person, shall become, at any time after the
date  of  this  Rights  Agreement  (whether or not such status continues for any
period),  the  Beneficial Owner of Common Shares representing 20% or more of the
Common  Shares  then  outstanding,  other than as a result of a Permitted Offer.
Notwithstanding the foregoing, (A) the term "Acquiring Person" shall not include
(i)  the  Company,  any  Subsidiary of the Company, any employee benefit plan or
compensation arrangement of the Company or any Subsidiary of the Company, or any
entity  holding  Common  Shares for or pursuant to the terms of any such plan or
compensation  arrangement,  or  (ii)  any Person, who or which together with all
Affiliates  and Associates of such Person becomes the Beneficial Owner of 20% or
more  of  the  then  outstanding Common Shares as a result of the acquisition of
Common  Shares directly from the Company (provided, however, that if, after such
acquisition,  such  Person, or an Affiliate or Associate of such Person, becomes
the  Beneficial Owner of any additional Common Shares in an acquisition not made
directly  from  the  Company,  then  such  Person  shall  be deemed an Acquiring
Person),  and  (B)  no Person shall be deemed to be an "Acquiring Person" either
(X)  as  a  result  of the acquisition of Common Shares by the Company which, by
reducing  the  number  of Common Shares outstanding, increases the proportionate
number  of  Common  Shares  beneficially  owned by such Person together with all
Affiliates  and  Associates  of  such Person to 20% or more of the Common Shares
then  outstanding;  except that if (i) a Person would become an Acquiring Person
(but  for the operation of this subclause (X)) as a result of the acquisition of
Common  Shares  by  the  Company,  and  (ii) after such share acquisition by the
Company,  such  Person, or an Affiliate or Associate of such Person, becomes the
Beneficial  Owner  of  any  additional  Common Shares, then such Person shall be
deemed  an  Acquiring  Person,  or  (Y)  if  (i) such Person, or an Affiliate or
Associate  of  such Person, inadvertently becomes the Beneficial Owner of 20% or
more of the outstanding Common Shares, (ii) within 8 days thereafter such Person
notifies  the Board of Directors that such Person did so inadvertently and (iii)
promptly  after  such  notification, such Person is the Beneficial Owner of less
than  20%  of  the  outstanding  Common  Shares.
(b)     "Affiliate"  and "Associate" shall have the respective meanings ascribed
to  such  terms  in  Rule  12b-2  of the General Rules and Regulations under the
Exchange  Act.
(c)     A  Person  shall be deemed the "Beneficial Owner" of and shall be deemed
to  have  acquired  "beneficial  ownership"  of,  or  to "beneficially own", any
securities:

     (i)     which  such Person or any of such Person's Affiliates or Associates
beneficially  owns, directly or indirectly, as determined pursuant to Rule 13d-3
of  the General Rules and Regulations under the Exchange Act in effect as of the
date  hereof;
     (ii)     which such Person or any of such Person's Affiliates or Associates
has  (A)  the right to acquire (whether such right is exercisable immediately or
only  after  the  passage  of  time)  pursuant  to any agreement, arrangement or
understanding (other than customary agreements with and between underwriters and
selling  group  members  with  respect  to  a  bona  fide  public  offering  of
securities),  or upon the exercise of conversion rights, exchange rights, rights
(other  than  the Rights), warrants or options, or otherwise; provided, however,
that  a  Person  shall not be deemed the Beneficial Owner of, or to beneficially
own,  securities  tendered  pursuant to a tender or exchange offer made by or on
behalf  of  such  Person  or any of such Person's Affiliates or Associates until
such tendered securities are accepted for purchase or exchange; or (B) the right
to  vote  pursuant  to  any  agreement,  arrangement or understanding; provided,
however,  that  a  Person  shall  not  be  deemed the Beneficial Owner of, or to
beneficially  own,  any  security  for  purposes  of  this  clause  (ii)  if the
agreement,  arrangement or understanding to vote such security (1) arises solely
from  a  revocable proxy or consent given to such Person in response to a public
proxy  or  consent  solicitation  made  pursuant to, and in accordance with, the
applicable  rules  and regulations promulgated under the Exchange Act and (2) is
not  also then reportable on Schedule 13D or Schedule 13G under the Exchange Act
(or  any  comparable  or  successor  report);  or
(iii)     which  are  beneficially  owned,  directly or indirectly, by any other
Person  with  which such Person or any of such Person's Affiliates or Associates
has any agreement, arrangement or understanding (other than customary agreements
with  and  between underwriters and selling group members with respect to a bona
fide  public  offering  of  securities)  for  the purpose of acquiring, holding,
voting (except to the extent contemplated by the proviso to Section 1(c)(ii)(B))
or  disposing  of  any  securities  of  the  Company.
Notwithstanding  anything  in  this  definition  of  "Beneficial  Owner"  to the
contrary,  the phrase "then outstanding", when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number of such
securities  then  issued  and  outstanding  together  with  the  number  of such
securities  not  then actually issued and outstanding which such Person would be
deemed  to  own  beneficially  hereunder.
(d)     "Business  Day" shall mean any day other than a Saturday, a Sunday, or a
day  on  which  banking  institutions  in  New  York, New York are authorized or
obligated  by  law  or  executive  order  to  close.
(e)     "Close  of  Business"  on  any given date shall mean 5:00 P.M., New York
time,  on  such date; provided, however, that if such date is not a Business Day
it  shall  mean  5:00  P.M., New York time, on the next succeeding Business Day.
(f)     "Common  Shares"  when  used  with  reference  to the Company shall mean
shares  of  the  Company's common stock, par value $.01 per share, and any other
class  or  classes  or  series of common stock of the Company resulting from any
subdivision, combination, recapitalization or reclassification of shares of such
common stock.  "Common Shares" when used with reference to any Person other than
the  Company shall mean the capital stock (or equity interest) with the greatest
voting  power  of  such other Person or, if such other Person is a Subsidiary of
another  Person,  of  the  Person  or  Persons  which  ultimately  control  such
first-mentioned  Person.
(g)     "Company"  shall  have  the  meaning  set  forth in the recitals to this
Rights  Agreement.
(h)     "Distribution  Date"  shall  have  the meaning set forth in Section 3(a)
hereof.
(i)     "Exchange  Act"  shall  mean  the  Securities  Exchange  Act of 1934, as
amended.
(j)     "Exchange  Ratio" shall have the meaning set forth in Section 24 hereof.
(k)     "Final Expiration Date" shall have the meaning set forth in Section 7(a)
hereof.
(l)     "NASDAQ"  shall  have  the  meaning  set  forth in Section 11(d) hereof.
(m)     "Permitted Offer" shall mean a tender or exchange offer which is for all
outstanding  Common  Shares  at  a  price  and on terms determined, prior to the
purchase  of  shares under such tender or exchange offer, by at least a majority
of the members of the Board of Directors who are not officers of the Company and
who  are  not (or would not be, if the offer were consummated) Acquiring Persons
or  Affiliates,  Associates, nominees or representatives of an Acquiring Person,
to  be  adequate  and  otherwise  in  the  best interests of the Company and its
stockholders  (other  than  the  Person or any Affiliate or Associate thereof on
whose  basis  the  offer  is  being  made).  In  determining whether an offer is
adequate or in the best interests of the Company and its shareholders, the Board
may  take  into  account  all  factors that it deems relevant including, without
limitation,  (1)  the consideration being offered in the proposal in relation to
the  Board's  estimate  of:  (i)  the  current  value of the Company in a freely
negotiated  sale of either the Company by merger, consolidation or otherwise, or
all  or substantially all of the Company's assets, (ii) the current value of the
Company  if orderly liquidated, and (iii) the future value of the Company over a
period  of  years as an independent entity discounted to current value; (2) then
existing  political,  economic  and  other  factors  bearing  on security prices
generally or the current market value of the Company's securities in particular;
(3) whether the proposal might violate federal, state or local laws; (4) social,
legal  and economic effects on employees, suppliers, customers and others having
similar relationships with the Company, and the communities in which the Company
conducts  its  businesses; (5) the financial condition and earnings prospects of
the  person  making  the  proposal including the person's ability to service its
debt and other existing or likely financial obligations; and (6) the competence,
experience  and  integrity  of  the  person  making  the  acquisition  proposal.
(n)     "Person"  shall  mean  any  individual,  firm, partnership, corporation,
trust,  association,  joint  venture  or  other  entity,  and  shall include any
successor  (by  merger  or  otherwise)  of  such  entity.
(o)     "Principal  Party"  shall  have  the  meaning set forth in Section 13(b)
hereof.
(p)     "Purchase  Price"  shall  have  the  meaning  set  forth in Section 7(a)
hereof.
(q)     "Record  Date"  shall have the meaning set forth in the recitals to this
Rights  Agreement.
(r)     "Redemption  Date"  shall  have  the  meaning  set forth in Section 7(a)
hereof.
(s)     "Redemption  Price"  shall  have  the  meaning  set  forth in Section 23
hereof.
(t)     "Rights"  shall  mean the rights to purchase Common Shares authorized by
the  Board  of  Directors  of  the  Company  after  the  Record  Date.
(u)     "Rights  Agent" shall have the meaning set forth in the recitals to this
Rights  Agreement.
(v)     "Rights  Agreement"  shall have the meaning set forth in the recitals to
this  Rights  Agreement.
(w)     "Rights  Certificates"  shall have the meaning set forth in Section 3(a)
hereof.
(x)     "Securities  Act"  shall  mean  the  Securities Act of 1933, as amended.
(y)     "Shares  Acquisition  Date"  shall  mean  the  first  date  of  a public
announcement  (which,  for  purposes  of this definition, shall include, without
limitation,  a report filed pursuant to Section 13(d) under the Exchange Act) by
the  Company or an Acquiring Person that an Acquiring Person has become such, or
the  date  onn  which  the Company first has notice that an Acquiring Person has
become  such; provided, that, if such Person is determined not to have become an
Acquiring  Person  pursuant  to  Section 1(a) hereof, then no Shares Acquisition
Date  shall  be  deemed  to  have  occurred.
(z)     "Subsidiary" of any Person shall mean any corporation or other entity of
which  a  majority of the voting power of the voting equity securities or equity
interest  is  owned,  directly  or  indirectly,  by  such  Person.
(aa)     "Summary  of  Rights"  shall have the meaning set forth in Section 3(b)
hereof.
(bb)     "Trading Day" shall have the meaning set forth in Section 11(d) hereof.
(cc)     "Voting  Securities"  shall have the meaning set forth in Section 13(a)
hereof.

SECTION  2
APPOINTMENT  OF  RIGHTS  AGENT

The Company hereby appoints the Rights Agent to act as agent for the Company and
the holders of the Rights (who, in accordance with Section 3 hereof, shall prior
to the Distribution Date also be the holders of the Common Shares) in accordance
with  the  terms and conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Company may from time to time appoint such co-Rights Agents as
it  may deem necessary or desirable.  In the event that the Company appoints one
or  more  Co-Rights  Agents,  the  respective duties of the Rights Agent and any
Co-Rights  Agents  shall  be  as  the  Company  shall  determine.

SECTION  3
ISSUE  OF  RIGHTS  CERTIFICATES

     (a)  Until  the earlier of (i) the Close of Business on the tenth day after
the  Shares Acquisition Date or (ii) the Close of Business on the tenth Business
Day (or such later date as may be determined by action of the Board of Directors
of  the  Company  prior  to such time as any Person becomes an Acquiring Person)
after  the  date  that  a tender or exchange offer by any Person (other than the
Company,  any  Subsidiary  of  the  Company,  any  employee  benefit  plan  or
compensation  arrangement  of the Company or of any Subsidiary of the Company or
any  entity  holding Common Shares for or pursuant to the terms of any such plan
or  compensation  arrangement  is  first  published  or sent or given within the
meaning  of  Rule  14d-2 of the General Rules and Regulations under the Exchange
Act,  if upon consummation thereof, such Person would be the Beneficial Owner of
20%  or more of the shares of Common Stock then outstanding; the earlier of such
dates  being herein referred to as the "Distribution Date"), (x) the Rights will
be  evidenced  (subject  to  the  provisions  of  Section  3(b)  hereof)  by the
certificates  for  the  Common  Shares  registered  in  the names of the holders
thereof  (which certificates shall also be deemed to be certificates for Rights)
and  not  by separate certificates, and (y) the Rights (and the right to receive
separate  certificates  ("Rights  Certificates"))  will  be transferable only in
connection  with  the  transfer  of  the  underlying  Common Shares (including a
transfer  to  the  Company) as more fully set out below.  As soon as practicable
after  the  Distribution  Date, the Company will prepare and execute, the Rights
Agent  will  countersign, and the Company will send or cause to be sent (and the
Rights  Agent will, if requested, send) by first-class, postage-prepaid mail, to
each  record  holder  of  Common  Shares  as  of  the  close  of business on the
Distribution  Date,  at  the  address of such holder shown on the records of the
Company,  a  Rights  Certificate,  which  shall  be in substantially the form of
Exhibit  A  hereto  (the  "Rights  Certificate"),  evidencing one Right for each
Common Share so held.  As of and after the Distribution Date, the Rights will be
evidenced  solely  by  such  Rights  Certificates.
     (b)  As promptly as practicable following the Record Date, the Company will
send  a  copy of a Summary of Rights to Purchase Common Shares, in substantially
the  form  of  Exhibit  B  hereto  (the  "Summary  of  Rights"), by first-class,
postage-prepaid  mail, to each record holder of Common Shares as of the close of
business  on the Record Date, at the address of such holder shown on the records
of  the  Company.  Until the Distribution Date (or the earlier of the Redemption
Date  or  the  Final  Expiration  Date),  the  surrender  for  transfer  of  any
certificate for Common Shares outstanding, with or without a copy of the Summary
of  Rights  attached  thereto,  shall also constitute the transfer of the Rights
associated  with  the  Common  Shares.
     (c)  Certificates  for  Common  Shares which become outstanding (including,
without  limitation, reacquired shares which are subsequently disposed of by the
Company)  after  the  Record  Date but prior to the earliest of the Distribution
Date,  the Redemption Date or the Final Expiration Date shall have impressed on,
printed on, written on or otherwise affixed to them the following legend (or one
substantially  similar):

     "This  certificate also evidences and entitles the holder hereof to certain
rights  as  set  forth  in  a  Rights  Agreement, as it may from time to time be
supplemented  or amended, between Energizer Holdings, Inc. and Continental Stock
Transfer  &  Trust  Company,  (the  "Rights  Agreement"), the terms of which are
hereby  incorporated  herein  by reference and a copy of which is on file at the
principal  executive  offices  of  Energizer  Holdings,  Inc.  Under  certain
circumstances, as set forth in the Rights Agreement, such rights may be redeemed
or  exchanged,  may  expire, or may be evidenced by separate certificates and no
longer  be evidenced by this certificate.  Energizer Holdings, Inc. will mail to
the  holder  of  this  certificate a copy of the Rights Agreement without charge
within  five  days  after  receipt of a written request therefor.  Under certain
circumstances, rights issued to or held by Acquiring Persons or their Affiliates
or  Associates (as defined in the Rights Agreement) and any subsequent holder of
such  rights  may  become  null  and  void."

With  respect  to  such  certificates containing the foregoing legend, until the
Distribution  Date,  the  Redemption  Date  or  the  Expiration Date, the Rights
associated  with  the  Common  Shares  represented by such certificates shall be
evidenced by such certificates alone, and the surrender for transfer of any such
certificate  shall  also  constitute  the  transfer  of  the  Rights  associated
therewith.  In  the  event  that  the  Company  purchases or acquires any Common
Shares  prior  to  the Distribution Date, any Rights associated with such Common
Shares  shall be deemed canceled and retired unless and until such Common Shares
are subsequently issued by the Company so that the Company shall not be entitled
to  exercise  any  Rights  associated with the Common Shares which are no longer
outstanding.

SECTION  4
FORM  OF  RIGHT  CERTIFICATES

     (a)  The  Right  Certificates (and the forms of election to purchase and of
assignment to be printed on the reverse thereof) shall be substantially the same
as provided for in Section 3(a) hereof and may have such marks of identification
or  designation  and  such legends, summaries or endorsements printed thereon as
the Company may deem appropriate and as are not inconsistent with the provisions
of  this  Rights  Agreement, or as may be required to comply with any applicable
law  or  with  any  rule or regulation made pursuant thereto or with any rule or
regulation  of  any  stock exchange on which the Rights may from time to time be
listed,  or to conform to customary usage.  Subject to the provisions of Section
22  hereof,  the  Right  Certificates, whenever issued, shall be dated as of the
Record  Date  and  shall entitle the holders thereof to purchase such number and
kind  of  Common Shares as shall be set forth therein at the price per share set
forth  therein,  but the number and kind of such Common Shares and the price per
share  shall  be  subject  to  adjustment  as  provided  herein.
     (b)  Any  Right  Certificate  issued pursuant to Section 3(a) or Section 22
hereof  that  represents  Rights  which are null and void pursuant to the second
paragraph  of  Section  11(a)(ii)  of  this  Rights  Agreement  and  any  Right
Certificate  issued  pursuant to Section 6, Section 11 or Section 22 hereof upon
transfer,  exchange,  replacement  or  adjustment of any other Right Certificate
referred  to  in  this  sentence,  shall  contain  (to  the extent feasible) the
following  legend:

     "The  Rights represented by this Right Certificate are or were beneficially
owned  by  a  Person  who  was  or became an Acquiring Person or an Affiliate or
Associate  of  an  Acquiring  Person  (as  such  terms are defined in the Rights
Agreement).  Accordingly,  this  Right  Certificate  and  the Rights represented
hereby  are  null  and  void."

Notwithstanding  the above provision, failure to place such legend on any Rights
Certificate  representing  Rights  which are otherwise null and void pursuant to
the terms of this Rights Agreement, shall not affect the null and void status of
such  Rights.

SECTION  5
COUNTERSIGNATURE  AND  REGISTRATION

     (a)  The  Right  Certificates shall be executed on behalf of the Company by
its  Chairman  of  the Board, its Chief Executive Officer, its President, any of
its  Vice  Presidents,  or  its  Treasurer,  either  manually  or  by  facsimile
signature, shall have affixed thereto the Company's seal or a facsimile thereof,
and shall be attested by the Secretary or an Assistant Secretary of the Company,
either  manually  or  by  facsimile  signature.  The Right Certificates shall be
manually  countersigned  by  the  Rights  Agent  and  shall not be valid for any
purpose unless countersigned.  In case any officer of the Company who shall have
signed  any  of  the  Right  Certificates  shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the  Company, such Right Certificates, nevertheless, may be countersigned by the
Rights  Agent  and issued and delivered with the same force and effect as though
the  person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by  any  person  who,  at  the  actual  date  of  the  execution  of  such Right
Certificate,  shall  be  a  proper  officer  of  the  Company to sign such Right
Certificate, although at the date of the execution of this  Rights Agreement any
such  person  was  not  such  an  officer.
     (b) Following the Distribution Date, the Rights Agent will keep or cause to
be  kept, at its principal office or offices designated as the appropriate place
for  surrender of such Right Certificate or transfer, books for registration and
transfer  of the Right Certificates issued hereunder.  Such books shall show the
names  and  addresses  of  the respective holders of the Right Certificates, the
number of Rights evidenced on its face by each of the Right Certificates and the
date  of  each  of  the  Right  Certificates.

SECTION  6
TRANSFER,  SPLIT  UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED,
DESTROYED,  LOST  OR  STOLEN  RIGHT  CERTIFICATES

     (a)  Subject to the provisions of Sections 4(b), 7(c) and 14 hereof, at any
time  after  the  Close of Business on the Distribution Date, and at or prior to
the  Close  of  Business  on  the  earlier  of  the Redemption Date or the Final
Expiration  Date,  any Right Certificate or Right Certificates (other than Right
Certificates  representing  Rights  that have become void pursuant to the second
paragraph  of  Section  11(a)(ii) hereof or that have been exchanged pursuant to
Section  24  hereof)  may  be  transferred,  split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder
to  purchase a like number and kind of Common Shares as the Right Certificate or
Right  Certificates  surrendered  then  entitled  such  holder to purchase.  Any
registered  holder desiring to transfer, split up, combine or exchange any Right
Certificate  or  Right Certificates shall make such request in writing delivered
to  the  Rights  Agent,  and  shall  surrender  the  Right  Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the principal
office  or  offices of the Rights Agent designated for such purpose.  Thereupon,
the  Rights Agent shall countersign and deliver to the Person entitled thereto a
Right  Certificate  or  Right Certificates, as the case may be, as so requested.
The  Company  may  require  payment  of  a  sum  sufficient  to cover any tax or
governmental  charge  that may be imposed in connection with any transfer, split
up,  combination  or  exchange  of  Right  Certificates.
     (b) Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory  to  them  of the loss, theft, destruction or mutilation of a Right
Certificate,  and,  in  case  of  loss,  theft  or  destruction, of indemnity or
security  reasonably  satisfactory  to  them,  and,  at  the  Company's request,
reimbursement  to  the  Company  and the Rights Agent of all reasonable expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the  Right  Certificate  if  mutilated,  the Company will make and deliver a new
Right  Certificate  of  like  tenor  to  the  Rights  Agent  for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

SECTION  7
EXERCISE  OF  RIGHTS;  PURCHASE  PRICE;  EXPIRATION  DATE  OF  RIGHTS

     (a)  Subject  to  the  second  paragraph  of  Section 11(a)(ii) hereof, the
registered  holder  of  any  Right Certificate may exercise the Rights evidenced
thereby  (except  as  otherwise provided herein) in whole or in part at any time
after  the  Distribution  Date upon surrender of the Right Certificate, with the
form  of  election to purchase on the reverse side thereof duly executed, to the
Rights  Agent  at the principal office or offices of the Rights Agent designated
for  such  purpose,  together with payment of the price per share (rounded up to
the nearest cent) provided for in paragraph (b) below (the "Purchase Price") for
each  Common  Share  as  to  which  the Rights are exercised, at or prior to the
earliest  of  (i) the close of business on March 31, 2010 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof  (the  "Redemption  Date"),  or  (iii)  the time at which such Rights are
exchanged  as  provided  in  Section  24  hereof.
     (b)  The Purchase Price for each Common Share pursuant to the exercise of a
Right  shall  initially  be  $150,  subject  to  adjustment from time to time as
provided  in  Sections 11 and 13 hereof, and shall be payable in lawful money of
the  United  States  of  America  in  accordance  with  paragraph  (c)  below.
     (c)  Upon  receipt  of a Right Certificate representing exercisable Rights,
with  the  form of election to purchase duly executed, accompanied by payment of
the  Purchase Price for the Common Shares to be purchased and an amount equal to
any  applicable  transfer  tax  required  to be paid by the holder of such Right
Certificate  in  accordance  with Section 9 hereof by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon  promptly (i) requisition from any transfer agent of the Common Shares
certificates  for  the  number  and  kind  of  Common Shares to be purchased (or
depository  receipts  when  appropriate)  and  the  Company  hereby  irrevocably
authorizes  its  transfer  agents  to  comply  with all such requests, (ii) when
appropriate,  requisition from the Company the amount of cash to be paid in lieu
of  issuance  of  fractional  shares in accordance with Section 14 hereof, (iii)
after  receipt  of  such certificates, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name  or  names  as  may be designated by such holder and (iv) when appropriate,
after  receipt,  deliver such cash to or upon the order of the registered holder
of  such  Right  Certificate.
     (d)  In  case the registered holder of any Right Certificate shall exercise
less  than  all the Rights evidenced thereby, a new Right Certificate evidencing
Rights  equivalent  to  the  Rights remaining unexercised shall be issued by the
Rights  Agent  to the registered holder of such Right Certificate or to his duly
authorized  assigns,  subject  to  the  provisions  of  Section  14  hereof.
     (e)  So  long as the Common Shares issuable upon the exercise of Rights may
be  listed on any national securities exchange or national quotation system, the
Company shall use its best efforts to cause all such shares which will be issued
upon  exercise  to  be  listed on such exchange upon official notice of issuance
upon  such  exercise.
     (f) Notwithstanding anything in this Agreement ot the contrary, neither the
Rights  Agent  nor  the  Company shall be obligated to undertake any action with
respect  to a registered holder upon the occurrence of any purported exercise as
set  forth in this Section 7 unless the certificate contained in the appropriate
form  of  election  to  purchase  set  forth  on  the  reverse side of the Right
Certificate surrendered for such exercise shall have been properly completed and
duly  executed  by the registered holder thereof and the Company shall have been
provided  with  such additional evidence of the identity of the Beneficial Owner
(or  former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall  reasonably  request.

SECTION  8
CANCELLATION  AND  DESTRUCTION  OF
RIGHT  CERTIFICATES

All  Right Certificates surrendered for the purpose of exercise, transfer, split
up,  combination  or  exchange shall, if surrendered to the Company or to any of
its  agents,  be  delivered  to the Rights Agent for cancellation or in canceled
form,  or,  if  surrendered to the Rights Agent, shall be canceled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Rights Agreement.  The Company shall deliver to
the  Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel  and  retire,  any  other  Right Certificate purchased or acquired by the
Company  otherwise  than  upon  the  exercise  thereof.  The  Rights Agent shall
deliver all canceled Right Certificates to the Company, or shall, at the written
request  of  the  Company, destroy such canceled Right Certificates, and in such
case  shall  deliver  a  certificate  of  destruction  thereof  to  the Company.


SECTION  9
AVAILABILITY  OF  COMMON  SHARES

     (a)  The  Company covenants and agrees that it will take all such action as
may  be  necessary  to  ensure that all Common Shares delivered upon exercise of
Rights  shall,  at  the  time  of  delivery  of the certificates for such shares
(subject  to  payment of the Purchase Price), be duly and validly authorized and
issued  and  fully  paid  and  nonassessable  Common  Shares.
     (b)  The Company covenants and agrees that it will pay when due and payable
any and all federal and state transfer taxes and charges which may be payable in
respect  of  the issuance or delivery of the Right Certificates or of any Common
Shares upon the exercise of Rights.  The Company shall not, however, be required
to  pay  any  transfer  tax  which  may be payable in respect of any transfer or
delivery  of  Right  Certificates  to  a  person  other than, or the issuance or
delivery  of certificates or depository receipts for the Common Shares in a name
other  than  that  of, the registered holder of the Right Certificate evidencing
Rights  surrendered  for exercise or to issue or to deliver any certificates for
Common Shares upon the exercise of any Rights until any such tax shall have been
paid  (any such tax being payable by the holder of such Right Certificate at the
time  of surrender) or until it has been established to the Company's reasonable
satisfaction  that  no  such  tax  is  due.

SECTION  10
RECORD  HOLDERS  OF  COMMON  SHARES
ISSUED  UPON  EXERCISE  OF  RIGHTS

Each  person  in whose name any certificate for Common Shares is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record  of  the Common Shares represented thereby on, and such certificate shall
be  dated,  the date upon which the Right Certificate evidencing such Rights was
duly  surrendered and payment of the Purchase Price (and any applicable transfer
taxes)  was  made;  provided,  however,  that  if the date of such surrender and
payment  is a date upon which the Company's transfer books for the Common Shares
are closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on  which  such  transfer  books  are open.  Prior to the exercise of the Rights
evidenced  thereby,  the  holder of a Right Certificate shall not be entitled to
any  rights  of a holder of Common Shares for which the Rights evidenced thereby
shall  be  exercisable,  including,  without  limitation,  the right to vote, to
receive  dividends  or other distributions or to exercise any preemptive rights,
and  shall  not  be  entitled  to  receive  any notice of any proceedings of the
Company,  except  as  provided  herein.

SECTION  11
ADJUSTMENT  OF  PURCHASE  PRICE,
NUMBER  AND  KIND  OF  COMMON
SHARES  OR  NUMBER  OF  RIGHTS

The  Purchase  Price, the number of Common Shares or other securities covered by
each  Right, and the number of Rights outstanding are subject to adjustment from
time  to  time  as  provided  in  this  Section  11.
     (a)  (i)  In  the event the Company shall at any time after the Record Date
(A)  declare  a  dividend  on  the  Common  Shares payable in Common Shares, (B)
subdivide  the  outstanding  Common Shares into a greater number of such shares,
(C)  combine the outstanding Common Shares into a smaller number of such shares,
or  (D)  issue  any  shares of its capital stock in a reclassification of Common
Shares  (including  any such reclassification in connection with a consolidation
or  merger  in  which  the  Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a), the Purchase Price in effect
for  Rights at the time of the record date for such dividend or of the effective
date  of  such  subdivision, combination or reclassification, and the number and
kind of shares of capital stock (including Common Shares) issuable on such date,
shall  be  proportionately  adjusted  so  that the holder of any Right exercised
after  such  time  shall,  upon payment of the Purchase Price then in effect, be
entitled  to  receive  the  aggregate number and kind of shares of capital stock
which,  if such Right had been exercised immediately prior to such date and at a
time  when  the  Common Shares transfer books of the Company were open, he would
have  owned  upon  such  exercise and been entitled to receive by virtue of such
dividend,  subdivision, combination or reclassification; provided, however, that
in  no  event  shall  the consideration to be paid upon the exercise of one such
Right  be  less  than the per share par value of the Common Shares.  If an event
occurs  which  would  require  an adjustment under both Section 11(a)(i) and the
second  paragraph  of  Section  11(a)(ii),  the  adjustment provided for in this
Section  11(a)(i)  shall  be  in  addition  to,  and shall be made prior to, any
adjustment  required  pursuant  to  the  second  paragraph of Section 11(a)(ii).
     (ii)  Subject  to  Section  24  of  this Rights Agreement, in the event any
Person  becomes  an  Acquiring  Person,  then the Purchase Price for each Common
Share  issuable  upon  exercise of Rights shall be reduced to an amount equal to
33-1/3%  of  the  then  current  market  price  per  share  of such Common Share
(determined  pursuant  to  Section  11(d))  on  the  Shares  Acquisition  Date.
Notwithstanding  the above, if the transaction that would otherwise give rise to
the foregoing adjustment is also subject to the provisions of Section 13 hereof,
then  only  the  provisions  of  Section 13 hereof shall apply and no adjustment
shall  be  made  pursuant  to  this  Section  11(a)(ii).
     From and after the occurrence of the event described above, any Rights that
are  or  were  acquired  or  beneficially  owned by any Acquiring Person (or any
Associate or Affiliate of such Acquiring Person) shall be void and any holder of
such  Rights  shall  thereafter  have no right to exercise such Rights under any
provision  of  this  Rights  Agreement.  No  Right  Certificate  shall be issued
pursuant  to Section 3 that represents Rights beneficially owned by an Acquiring
Person  whose  Rights  would  be  void pursuant to the preceding sentence or any
Associate or Affiliate thereof; no Right Certificate shall be issued at any time
upon  the  transfer  of  any  Rights to or from an Acquiring Person whose Rights
would  be  void pursuant to the preceding sentence or any Associate or Affiliate
thereof  or  to  or  from  any  nominee  of  such Acquiring Person, Associate or
Affiliate;  and any Right Certificate delivered to the Rights Agent for transfer
to  or  from an Acquiring Person (or any Associate, Affiliate or nominee of such
Acquiring  Person) whose Rights would be void pursuant to the preceding sentence
shall  be  canceled.
     (iii)  In the event that there shall not be sufficient Common Shares issued
but not outstanding or authorized but unissued to permit the exercise in full of
the  Rights in accordance with the foregoing subparagraphs (i) and (ii), and the
Rights  become  exercisable,  notwithstanding  any  other  provisions  of  this
Agreement,  the  Company  shall,  to  the extent permitted by applicable law and
agreements  in  effect  on the date hereof to which the Company is a party, take
all  such  action  as may be necessary to authorize additional Common Shares for
issuance  upon  exercise  of  the  Rights, including the calling of a meeting of
shareholders;  provided,  however,  if  the  Company  is  unable  to  cause  the
               --------   -------
authorization  of  additional  Common  Shares  then  the  Company, to the extent
necessary  and  permitted by applicable law and any agreements or instruments in
effect  on the date thereof to which it is a party, shall, at its option (A) pay
cash  equal to twice the applicable Purchase Price (as adjusted pursuant to this
Section  11)  in  lieu  of  issuing any such Common Shares and requiring payment
therefor,  or  (B)  issue  equity  securities having a value equal to the market
price  of Common Shares which otherwise would have been issuable pursuant to the
foregoing  subparagraphs  (i)  and  (ii), which value shall be determined by the
Board  of  Directors of the Company, whose determination shall be described in a
statement  filed with the Rights Agent and shall be binding on the Rights Agent,
or  (C)  distribute  a  combination  of  Common Shares, cash and/or other equity
securities  having a value equal to the market price of the shares of the Common
Shares  which  otherwise  would  have  been  issuable  pursuant to the foregoing
subparagraphs  (i)  and (ii), determined in accordance with the preceding clause
(B),  upon  exercise  of  the  related  Rights.
     (b)  In case the Company shall fix a record date for the issuance of rights
(other  than  the  Rights),  options or warrants to all holders of Common Shares
entitling  them (for a period expiring within 90 calendar days after such record
date)  to subscribe for or purchase Common Shares (or securities having the same
or  more  favorable  rights,  privileges  and  preferences  as the Common Shares
("equivalent common shares")), or securities convertible into Common Shares at a
price  per  share  (or  having  a  conversion  price  per  share,  if a security
convertible  into  Common  Shares)  less  than the then current per share market
price  (as  defined  in Section 11(d)) of the Common Shares on such record date,
the Purchase Price to be in effect after such record date shall be determined by
multiplying  the  Purchase Price in effect immediately prior to such record date
by  a  fraction,  the  numerator  of  which shall be the number of Common Shares
outstanding  on  such  record  date  plus  the number of Common Shares which the
aggregate  offering  price  of  the  total number of Common Shares or equivalent
common shares so to be offered (and/or the aggregate initial conversion price of
the  convertible  securities  so  to  be offered) would purchase at such current
market  price  and the denominator of which shall be the number of Common Shares
outstanding  on  such  record  date  plus the number of additional Common Shares
and/or  equivalent  common shares to be offered for subscription or purchase (or
into  which  the  convertible  securities  so  to  be  offered  are  initially
convertible);  provided, however, that in no event shall the consideration to be
paid  upon the exercise of one Right be less than the per share par value of the
shares  of  capital stock of the Company issuable upon exercise of one Right. In
case such subscription price may be paid in a consideration part or all of which
shall  be in a form other than cash, the value of such consideration shall be as
determined  in  good  faith  by  the  Board  of  Directors of the Company, whose
determination  shall be described in a statement filed with the Rights Agent and
shall  be  binding  on the Rights Agent.  Common Shares owned by or held for the
account  of  the  Company shall not be deemed outstanding for the purpose of any
such  computation.  Such  adjustment  shall be made successively whenever such a
record date is fixed; and in the event that such rights, options or warrants are
not  so  issued,  the  Purchase Price shall be adjusted to be the Purchase Price
which  would  then  be  in  effect  if  such  record  date  had  not been fixed.
     (c)  In  case  the  Company  shall  fix  a  record date for the making of a
distribution  to  all  holders of Common Shares (including any such distribution
made  in  connection  with a consolidation or merger in which the Company is the
continuing  or  surviving  corporation),  of evidences of indebtedness or assets
(other  than  a  regular  quarterly  cash dividend, a dividend payable in Common
Shares  or  other  distribution  referred  to  in  Section  11(a)  hereof)  or
subscription  rights  or  warrants (excluding those referred to in Section 11(b)
hereof),  the  Purchase  Price  to  be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record  date by a fraction, the numerator of which shall be the then current per
share  market  price  of  the  Common  Shares on such record date, less the fair
market  value  (as  determined  in  good  faith by the Board of Directors of the
Company,  whose  determination  shall be described in a statement filed with the
Rights  Agent  and  shall be binding on the Rights Agent) of the portion of such
assets or evidences of indebtedness so to be distributed or of such subscription
rights  or  warrants applicable to one Common Share and the denominator of which
shall  be  such  current  per share market price of the Common Shares; provided,
however,  that  in no event shall the consideration to be paid upon the exercise
of one Right be less than the per share par value of the shares of capital stock
of  the Company to be issued upon exercise of one Right.  Such adjustments shall
be made successively whenever such a record date is fixed; and in the event that
such  distribution is not so made, the Purchase Price shall again be adjusted to
be  the Purchase Price which would then be in effect if such record date had not
been  fixed.
     (d)  For  the  purpose of any computation hereunder, the "current per share
market price" of a Common Share on any date shall be deemed to be the average of
the  daily  closing  prices  per  share of a Common Share for the 30 consecutive
Trading  Days  immediately  prior  to  such date; provided, however, that in the
event  that  the  current per share market price of a Common Share is determined
during  a  period following the announcement by the Company of (A) a dividend or
distribution  on  the  Common  Shares,  payable  in  Common Shares or securities
convertible  into  Common  Shares,  or  (B)  any  subdivision,  combination  or
reclassification of the Common Shares, and prior to the expiration of 30 Trading
Days after the ex-dividend date for such dividend or distribution, or the record
date  for  such  subdivision, combination or reclassification, then, and in each
such case, the current per share market price shall be appropriately adjusted to
reflect the current market price per share of a Common Share.  The closing price
for each day shall be the last sale price, regular way, or, in case no such sale
takes  place  on  such  day,  the  average  of the closing bid and asked prices,
regular  way,  in  either  case  as  reported  in  the  principal  consolidated
transaction  reporting  system  with respect to securities listed or admitted to
trading  on  the New York Stock Exchange or, if the Common Shares are not listed
or  admitted  to  trading  on  the  New  York Stock Exchange, as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed  on the principal national securities exchange on which the Common Shares
are  listed  or  admitted  to  trading  or,  if  Common Shares are not listed or
admitted  to  trading on any national securities exchange, the last quoted price
or,  if  not  so quoted, the average of the high bid and low asked prices in the
over-the-counter  market,  as reported by the National Association of Securities
Dealers,  Inc.  Automated Quotations System ("NASDAQ") or such other system then
in  use,  or,  if  on  any  such  date  Common Shares are not quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional  market  maker  making  a  market in Common Shares, selected by the
Board  of  Directors  of  the  Company.  If  on any such date no market-maker is
making  a  market in Common Shares, the fair value of Common Shares on such date
as  determined  in  good faith by the Board of Directors of the Company shall be
used,  whose  determination  shall  be  described  in a statement filed with the
Rights  Agent.  The  term  "Trading Day" shall mean a day on which the principal
national  securities  exchange  on which Common Shares are listed or admitted to
trading  is  open  for  the transaction of business or, if Common Shares are not
listed or admitted to trading on any national securities exchange or included in
the  Nasdaq  National Market, a Business Day.  If Common Shares are not publicly
held  or  so  listed  or traded, "current per share market price" shall mean the
fair  value  per  share as determined in good faith by the Board of Directors of
the  Company,  whose  determination shall be described in a statement filed with
the  Rights  Agent  and  shall  be  conclusive  for  all  purposes.
     (e)  Anything  herein to the contrary notwithstanding, no adjustment in the
Purchase  Price  shall  be  required  unless  such  adjustment  would require an
increase  or  decrease  of at least 1% in the Purchase Price; provided, however,
that  any  adjustments which by reason of this Section 11(e) are not required to
be  made  shall  be  carried  forward  and  taken into account in any subsequent
adjustment.  All calculations under this Section 11 shall be made to the nearest
cent  or  to  the  nearest  one  ten-thousandth  of  a share as the case may be.
Notwithstanding  the  first  sentence  of  this  Section  11(e),  any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years  from  the  date of the transaction which mandates such adjustment or (ii)
the  Expiration  Date.
     (f)  If as a result of an adjustment made pursuant to Section 11(a) hereof,
the  holder  of  any Right thereafter exercised shall become entitled to receive
any  shares of capital stock of the Company other than Common Shares, thereafter
the  number  of such other shares so receivable upon exercise of any Right shall
be  subject  to  adjustment from time to time in a manner and on terms as nearly
equivalent  as  practicable  to the provisions with respect to the Common Shares
contained  in  Section  11(a)  through  (c),  inclusive,  and  the provisions of
Sections  7,  9,  10, 13 and 14 with respect to the Common Shares shall apply on
like  terms  to  any  such  other  shares.
     (g)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
adjustment  made  hereunder  to  the  Purchase  Price  applicable  thereto shall
evidence  the  right  to purchase, at the adjusted Purchase Price, the number of
Common  Shares  or  other  capital stock purchasable from time to time hereunder
upon  exercise  of  such  Rights,  all subject to further adjustment as provided
herein.
     (h)  Unless  the  Company  shall have exercised its election as provided in
Section  11(i),  upon  each  adjustment of the Purchase Price as a result of the
calculations  made  in  Sections  11(b)  and (c), each related Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right  to  purchase, at the adjusted Purchase Price, the number of Common Shares
(calculated  to  the  nearest  one  ten-thousandth  of  a share) obtained by (i)
multiplying  (x)  the  number of Common Shares covered by such Right immediately
prior  to  this adjustment by (y) the Purchase Price in effect immediately prior
to  such  Purchase Price adjustment and (ii) dividing the product so obtained by
the  Purchase  Price in effect immediately after such Purchase Price adjustment.
     (i)  The  Company  may  elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights in substitution for any adjustment
in  the  number of Common Shares purchasable upon the exercise of a Right.  Each
of  such  Rights  outstanding after such adjustment of the number of such Rights
shall  be  exercisable  for the number of Common Shares for which such Right was
exercisable  immediately  prior  to  such  adjustment.  Each  such Right held of
record prior to such adjustment of the number of Rights shall become that number
of  such  Rights  (calculated  to  the  nearest  one ten-thousandth) obtained by
dividing  the  Purchase  Price in effect immediately prior to adjustment of such
Purchase  Price  by  the  Purchase  Price  in  effect  immediately  after  such
adjustment.  The  Company  shall  make  a public announcement of its election to
adjust  the number of Rights indicating the record date for the adjustment, and,
if known at the time, the amount of the adjustment to be made.  This record date
may  be  the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Right Certificates have been issued, shall be at least 10 days later
than  the  date  of  the  public  announcement.  If Right Certificates have been
issued,  upon  each  adjustment  of  the  number of such Rights pursuant to this
Section  11(i),  the  Company  shall,  as  promptly  as practicable, cause to be
distributed  to holders of record of such Right Certificates on such record date
additional  Rights  to  which such holders shall be entitled as a result of such
adjustment,  or,  at the option of the Company, shall cause to be distributed to
such  holders  of  record  in  substitution  and  replacement  for  such  Right
Certificates  held  by  such  holders  prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates evidencing
all  the  Rights  to which such holders shall be entitled after such adjustment.
Right  Certificates  so  to  be  distributed  shall  be  issued,  executed  and
countersigned  in  the manner provided for herein and shall be registered in the
names  of  the  holders  of  record  of  Right  Certificates  on the record date
specified  in  the  public  announcement.
     (j)  Irrespective  of any adjustment or change in the Purchase Price or the
number  of  Common  Shares  issuable  upon the exercise of the Rights, the Right
Certificates  theretofore  and  thereafter  issued  may  continue to express the
Purchase  Price  and  the  number  of Common Shares which were expressed in such
Right  Certificates  theretofore  issued  hereunder.
     (k)  Before  taking  any action that would cause an adjustment reducing the
Purchase  Price  below the then par value, if any, of the Common Shares issuable
upon  exercise  of the Rights, the Company shall take any corporate action which
may,  in  the opinion of its counsel, be necessary in order that the Company may
validly  and  legally  issue  fully paid and nonassessable Common Shares at such
adjusted  Purchase  Price.
     (l)  In  any case in which this Section 11 shall require that an adjustment
in  the  Purchase  Price  be  made effective as of a record date for a specified
event,  the  Company  may  elect to defer until the occurrence of such event the
issuing  to  the holder of any related Right exercised after such record date of
the  Common Shares and other capital stock or securities of the Company, if any,
issuable  upon  such exercise over and above the Common Shares and other capital
stock  or  securities of the Company, if any, issuable upon such exercise on the
basis  of  the  Purchase  Price  in  effect  prior to such adjustment; provided,
however,  that  the  Company  shall  deliver  to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares  upon  the  occurrence  of  the  event  requiring  such  adjustment.
     (m)  Anything  in  this  Section  11  to  the contrary notwithstanding, the
Company  shall  be  entitled  to  make  such reductions in the Purchase Price in
addition  to  those adjustments expressly required by this Section 11, as and to
the  extent  that  it  in its sole discretion shall determine to be advisable in
order  that  (i)  any  consolidation  or  subdivision of the Common Shares, (ii)
issuance  wholly  for  cash of any Common Shares at less than the current market
price,  (iii)  issuance  wholly for cash of Common Shares or securities which by
their  terms  are  convertible  into  or  exchangeable  for  Common Shares, (iv)
dividends  on  Common Shares payable in Common Shares or (v) issuance of rights,
options  or warrants referred to hereinabove in Section 11(b), hereafter made by
the  Company  to  holders  of  Common  Shares,  shall  not  be  taxable  to such
stockholders.
     (n)  The Company covenants and agrees that, after the Distribution Date, it
will  not,  except as permitted by Sections 23 or 27 hereof, take (or permit any
Subsidiary  to  take)  any  action the purpose of which is to, or if at the time
such action is taken it is reasonably foreseeable that the effect of such action
is  to,  materially  diminish or otherwise eliminate the benefits intended to be
afforded  by  the  Rights.


SECTION  12
CERTIFICATE  OF  ADJUSTMENT

Whenever  an  adjustment  is  made  as provided in Sections 11 or 13 hereof, the
Company  shall promptly (a) prepare a certificate setting forth such adjustment,
and  a brief statement of the facts accounting for such adjustment, (b) promptly
file  with the Rights Agent and with each transfer agent for the Common Shares a
copy  of  such  certificate and, (c) include a brief summary thereof in the next
quarterly  or  current report filed pursuant to the Exchange Act by the Company,
and,  following  the  Distribution  Date,  mail such summary to each holder of a
Right  Certificate  in  accordance  with  Section  25  hereof.


SECTION  13
CONSOLIDATION,  MERGER  OR  SALE  OR  TRANSFER  OF  ASSETS  OR  EARNING  POWER

     (a)  In  the event that, on or following the Distribution Date, directly or
indirectly,  (x)  the Company shall consolidate with, or merge with and into any
other  Person,  (y) the Company shall consolidate with, or merge with, any other
Person, and the Company shall be the continuing or surviving corporation of such
consolidation  or  merger (other than, in a case of any transaction described in
(x)  or  (y),  a  merger or consolidation which would result in the voting power
represented  by all of the securities generally entitled to vote in the election
of  directors ("voting securities") of the Company outstanding immediately prior
thereto  continuing  to  represent  (either by remaining outstanding or by being
converted  into securities of the surviving entity) all of the voting securities
of  the  Company  or  such  surviving  entity outstanding immediately after such
merger or consolidation and the holders of such securities not having changed as
a  result  of  such  merger  or consolidation), or (z) the Company shall sell or
otherwise  transfer  (or one or more of its Subsidiaries shall sell or otherwise
transfer),  in  one or a series of related transactions, assets or earning power
aggregating  more than 50% of the assets or earning power of the Company and its
Subsidiaries  (taken  as a whole) to any other Person (other than the Company or
any Subsidiary of the Company in one or more transactions each of which does not
violate  Section  11(n) hereof), then, and in each such case (except as provided
in Section 13(d) hereof), proper provision shall be made so that (i) each holder
of  a  Right,  except  as  provided in the second paragraph of Section 11(a)(ii)
hereof, shall thereafter have the right to receive, upon the exercise thereof at
a  price  equal to the then current Purchase Price (without giving effect to any
adjustment  to  such Purchase Price pursuant to Section 11(a)(ii)) multiplied by
the  number  of  Common  Shares  for  which  such  Right is then exercisable, in
accordance  with  the  terms  of  this  Rights  Agreement, such number of freely
tradable  Common  Shares  of  the  Principal  Party,  not  subject to any liens,
encumbrances,  rights of call or first refusal or other adverse claims, as shall
equal  the  result  obtained  by (A) multiplying the then current Purchase Price
(without  giving  effect  to  any  adjustment to such Purchase Price pursuant to
Section  11(a(ii))  by  the number of Common Shares for which such Right is then
exercisable  and  dividing that product by (B) 50% of the then current per share
market  price  of the Common Shares of such Principal Party (determined pursuant
to  Section  11(d)  hereof)  on  the date of consummation of such consolidation,
merger,  sale  or transfer; (ii) such Principal Party shall thereafter be liable
for,  and  shall  assume,  by  virtue  of  such  consolidation,  merger, sale or
transfer,  all the obligations and duties of the Company pursuant to this Rights
Agreement;  (iii) the term "Company" shall thereafter be deemed to refer to such
Principal  Party,  it being specifically intended that the provisions of Section
11  hereof  shall  apply  only  to  such  Principal  Party  following  the first
occurrence  of  an  event  described in this Section 13; and (iv) such Principal
Party shall take such steps (including, but not limited to, the reservation of a
sufficient  number  of its Common Shares in accordance with Section 9 hereof) in
connection  with  such  consummation  as  may  be  necessary  to assure that the
provisions  hereof  shall  thereafter be applicable, as nearly as reasonably may
be, in relation to the Common Shares thereafter deliverable upon the exercise of
the  Rights.
     (b)  "Principal  Party"  shall  mean
          (i)  in  the case of any transaction described in clause (x) or (y) of
the  first  sentence  of  Section  13(a),  the  Person that is the issuer of any
securities  into which Common Shares of the Company are converted in such merger
or  consolidation,  and  if  no securities are so issued, the Person that is the
other  party  to  such  merger  or  consolidation (including, if applicable, the
Company  if  it  is  the  surviving  corporation);  and
          (ii)  in  the  case  of any transaction described in clause (z) of the
first  sentence  of  Section  13(a),  the Person that is the party receiving the
greatest  portion  of  the assets or earnings power transferred pursuant to such
transaction  or  transactions;  provided,  however, that in any of the foregoing
cases, (1) if the Common Shares of such Person are not at such time and have not
been  continuously  over the preceding twelve (12) month period registered under
Section  12  of  the  Exchange  Act,  and  such  Person  is a direct or indirect
Subsidiary  or  Affiliate  of  another Person the Common Shares of which are and
have been so registered, "Principal Party" shall refer to such other Person; (2)
in  case  such  Person is a Subsidiary, directly or indirectly, of more than one
Person,  the  Common  Shares  of  two  or  more  of  which  are and have been so
registered,  "Principal  Party"  shall refer to whichever of such Persons is the
issuer  of the common shares having the greatest aggregate market value; and (3)
in case such Person is, or is owned, directly or indirectly, by a partnership or
joint  venture  formed  by  two  or more Persons that are not owned, directly or
indirectly,  by  the same Person, the rules set forth in (1) and (2) above shall
apply  to  each  of  the  chains  of  ownership having an interest in such joint
venturers  as  if  such  party  were a "Subsidiary" of both or all of such joint
ventures and the Principal Parties in each such chain shall bear the obligations
set  forth  in  this  Section  13  in the same ratio as their direct or indirect
interests  in  such  Person  bear  to  the  total  of  such  interests.
     (c)  The  Company shall not consummate any such consolidation, merger, sale
or  transfer  unless  the  Principal Party shall have a sufficient number of its
authorized  Common Shares which have not been issued or reserved for issuance to
permit the exercise in full of the Rights in accordance with this Section 13 and
unless  prior thereto the Company and such Principal Party and each other Person
who may become a Principal Party as a result of such consolidation, merger, sale
or transfer shall have executed and delivered to the Rights Agent a supplemental
agreement  providing  for  the terms set forth in paragraphs (a) and (b) of this
Section  13 and further providing that, as soon as practicable after the date of
any  consolidation,  merger, sale or transfer mentioned in paragraph (a) of this
Section  13,  the  Principal  Party  at  its  own  expense  shall:
     (i)  prepare  and file a registration statement under the Securities Act of
1933, as amended, with respect to the Rights and the securities purchasable upon
exercise  of the Rights on an appropriate form, and will use its best efforts to
cause such registration statement to (A) become effective as soon as practicable
after  such  filing  and  (B)  remain  effective (with a prospectus at all times
meeting  the  requirements  of  such  Act)  until  the  Final  Expiration  Date;
     (ii)  use  its  best  efforts  to  qualify  or  register the Rights and the
securities  purchasable  upon  exercise of the Rights under the blue sky laws of
such  jurisdictions  as  may  be  necessary  or  appropriate;  and
     (iii)  deliver to holders of the Rights historical financial statements for
the  Principal  Party  which  comply  in  all respects with the requirements for
registration  on  Form  10  under  the  Exchange  Act.
     The  provisions  of  this  Section  13  shall similarly apply to successive
mergers  or  consolidations  or sales or other transfers.  In the event that the
events described in this Section 13 shall occur at any time after the occurrence
of the events described in the second paragraph of Section 11(a)(ii), the Rights
which have not theretofore been exercised shall thereafter become exercisable in
the  manner  described  in  Section  13(a).
     (d)  Notwithstanding anything in this Agreement to the contrary, Section 13
shall  not be applicable to a transaction described in subparagraphs (x) and (y)
of Section 13(a) if (I) such transaction is consummated with a Person or Persons
who  acquired  Common  Shares  pursuant  to a Permitted Offer (or a wholly owned
subsidiary  of  any  such  Person  or  Persons), (ii) the price per share of the
Common  Shares  offered in such transaction is not less than the price per share
of  Common  Shares  whose shares were purchased pursuant to such tender offer or
exchange  offer  and  (iii)  the  form  of  consideration  being  offered to the
remaining holders of shares of Common Shares pursuant to such transaction is the
same as the form of consideration paid pursuant to such tender offer or exchange
offer.  Upon  consummation  of any such transaction contemplated by this Section
13(d),  all  Rights  hereunder  shall  expire.

SECTION  14
FRACTIONAL  RIGHTS  AND
FRACTIONAL  SHARES

     a)  The  Company  shall  not be required to issue fractions of Rights or to
distribute  Right  Certificates  which  evidence fractional Rights.   In lieu of
such  fractional  Rights,  there  shall be paid to the registered holders of the
Right  Certificates  with regard to which such fractional Rights would otherwise
be  issuable, an amount in cash equal to the same fraction of the current market
value  of  a  whole  Right.  For the purposes of this Section 14(a), the current
market  value of a whole Right shall be the closing price of such Rights for the
Trading  Day immediately prior to the date on which such fractional Rights would
have  been  otherwise issuable.  The closing price for any day shall be the last
sale  price,  regular way, or, in case no such sale takes place on such day, the
average  of  the  closing  bid  and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to  securities  listed or admitted to trading on the New York Stock Exchange or,
if  the  Rights  are  not  listed  or  admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with  respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if such Rights are not
listed  or  admitted  to  trading  on any national securities exchange, the last
quoted  price  or,  if  not so quoted, the average of the high bid and low asked
prices  in  the  over-the-counter  market,  as  reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional  market  maker making a market in such Rights selected by the Board
of  Directors  of  the  Company.   If  on  any such date no such market maker is
making  a  market  in  the Rights, the fair value of such Rights on such date as
determined  in  good  faith  by  the  Board  of  Directors of the Company, whose
determination  shall  be  described  in a statement filed with the Rights Agent,
shall  be  used  and  shall  be  conclusive  for  all  purposes.
     (b)  The  Company shall not be required to issue fractions of Common Shares
upon  (i)  exercise  of  the  Rights or exchange of the Rights for Common Shares
pursuant  to  Section 24 of this Rights Agreement, or to distribute certificates
which  evidence  fractional shares of Common Shares.  Fractions of Common Shares
may,  at  the  election  of  the  Company,  be evidenced by depository receipts,
pursuant  to  an  appropriate  agreement  between  the  Company and a depositary
selected  by  it; provided that such agreement shall provide that the holders of
such  depositary  receipts  shall have the rights, privileges and preferences to
which they are entitled as beneficial owners of the Common Shares represented by
such  depositary  receipts.  In  lieu  of fractional Common Shares or depositary
receipts, the Company may pay to the registered holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the  same  fraction  of  the  current market value of one Common Share.  For the
purposes of this Section 14(b), the current market value of a Common Share shall
be  the  closing  price  of a Common Share (as determined pursuant to the second
sentence  of  Section 11(d) hereof) for the Trading Day immediately prior to the
date  of  such  exercise.
     (c)  The holder of a Right by the acceptance of such Right expressly waives
his  right  to  receive  any  fractional  Rights  or  any fractional shares upon
exercise  of  a  Right  (except  as  provided  in  this  Section  14).


SECTION  15
RIGHTS  OF  ACTION

     All  rights  of  action  in respect of this Rights Agreement, excepting the
rights  of  action given to the Rights Agent under Sections 18 or 20 hereof, are
vested  in  the  respective  registered  holders of the Right Certificates (and,
prior  to  the  Distribution Date, the registered holders of the Common Shares);
and  any  registered  holder  of  any  Right  Certificate  (or,  prior  to  the
Distribution  Date,  of  the  Common  Shares), without the consent of the Rights
Agent  or  of  the  holder  of  any  other  Right  Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in his own behalf and for his own
benefit,  enforce, and may institute and maintain any suit, action or proceeding
against  the  Company  to  enforce, or otherwise act in respect of, his right to
exercise  the  Rights evidenced by such Right Certificate in the manner provided
in  such  Right  Certificate and in this Rights Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for  any  breach  of  this  Rights  Agreement  and  will be entitled to specific
performance  of  the  obligations under, and injunctive relief against actual or
threatened  violations  of the obligations of any Person subject to, this Rights
Agreement.  Holders  of Rights shall be entitled to recover the reasonable costs
and  expenses,  including  attorneys'  fees,  incurred  by them in any action to
enforce  the  provisions  of  this  Agreement.


SECTION  16
AGREEMENT  OF  RIGHT  HOLDERS

Every  holder  of  a  Right, by accepting the same, consents and agrees with the
Company  and  the  Rights  Agent  and  with  every other holder of a Right that:
     (a) prior to the Distribution Date, the Rights will be transferable only in
connection  with  the  transfer  of  the  Common  Shares;
     (b)  after  the  Distribution Date, the Right Certificates are transferable
only  on  the registry books of the Rights Agent if surrendered at the principal
office  of the Rights Agent, duly endorsed or accompanied by a proper instrument
of  transfer;  and
     (c) the Company and the Rights Agent may deem and treat the person in whose
name  the  Right Certificate (or, prior to the Distribution Date, the associated
certificates  for Common Shares) is registered as the absolute owner thereof and
of  the  Rights evidenced thereby (notwithstanding any notations of ownership or
writing  on  the  Right  Certificates  or the associated certificates for Common
Shares  made  by  anyone  other  than  the  Company or the Rights Agent) for all
purposes  whatsoever,  and  neither  the  Company  nor the Rights Agent shall be
affected  by  any  notice  to  the  contrary;  and
     (d)  notwithstanding  anything  in  this  Rights Agreement to the contrary,
neither  the Company nor the Rights Agent shall have any liability to any holder
of  a  Right  or a beneficial interest in a Right or other Person as a result of
its  inability  to perform any of its obligations under this Rights Agreement by
reason  of  any  preliminary  or  permanent injunction or other order, decree or
ruling  issued  by  a  court  of  competent  jurisdiction  or by a governmental,
regulatory  or  administrative  agency  or  commission,  or  any  statute, rule,
regulation  or  executive  order  promulgated  or  enacted  by  any governmental
authority,  prohibiting or otherwise restraining performance of such obligation;
provided, however, the Company must use its best efforts to have any such order,
decree  or  ruling  lifted  or  otherwise  overturned  as  soon  as  possible.


SECTION  17
RIGHT  CERTIFICATE  HOLDER  NOT
DEEMED  A  STOCKHOLDER

No  holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends  or  be  deemed for any purpose the holder of the Common Shares or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  of the Rights represented thereby, nor shall anything contained herein
or  in any Right Certificate be construed to confer upon the holder of any Right
Certificate,  as  such, any of the rights of a stockholder of the Company or any
right  to  vote  for  the  election of directors or upon any matter submitted to
stockholders  at  any  meeting  thereof,  or  to give or withhold consent to any
corporate  action,  or  to receive notice of meetings or other actions affecting
stockholders  (except as provided in Section 25 hereof), or to receive dividends
or  subscription  rights,  or  otherwise, until the Right or Rights evidenced by
such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
provisions  hereof.


SECTION  18
CONCERNING  THE  RIGHTS  AGENT

The  Company  agrees  to pay to the Rights Agent reasonable compensation for all
services  rendered  by  it  hereunder  and,  from time to time, on demand of the
Rights  Agent,  its reasonable expenses and counsel fees and other disbursements
incurred  in  the  administration and execution of this Rights Agreement and the
exercise  and  performance  of its duties hereunder.  The Company also agrees to
indemnify  the  Rights  Agent  for,  and  to hold it harmless against, any loss,
liability,  or  expense, incurred without gross negligence, bad faith or willful
misconduct  on the part of the Rights Agent, for anything done or omitted by the
Rights Agent in connection with the acceptance and administration of this Rights
Agreement,  including  the  costs and expenses of defending against any claim of
liability  in the premises.  The indemnity provided for herein shall survive the
expiration  of  the  Rights  and  the  termination  of  this  Rights  Agreement.
     The Rights Agent shall be protected and shall incur no liability for, or in
respect  of  any action taken, suffered or omitted by it in connection with, its
administration  of  this Rights Agreement in reliance upon any Right Certificate
or  certificate  for  the  Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter,  notice,  direction,  consent, certificate, statement, or other paper or
document  believed  by  it  to  be genuine and to be signed, executed and, where
necessary,  verified  or  acknowledged,  by  the  proper  Person  or Persons, or
otherwise  upon  the  advice  of  counsel  as  set  forth  in Section 20 hereof.


SECTION  19
MERGER  OR  CONSOLIDATION  OR
CHANGE  OF  NAME  OF  RIGHTS  AGENT

     (a)  Any  Person  into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any Person resulting from
any  merger  or  consolidation to which the Rights Agent or any successor Rights
Agent  shall  be  a  party,  or  any  Person  succeeding  to the stock transfer,
shareholder services or all or substantially all of the corporate trust business
of the Rights Agent or any successor Rights Agent, shall be the successor to the
Rights  Agent under this Rights Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided that
such  corporation  would be eligible for appointment as a successor Rights Agent
under  the  provisions of Section 21 hereof.  In case at the time such successor
Rights Agent shall succeed to the agency created by this Rights Agreement any of
the Right Certificates shall have been countersigned but not delivered, any such
successor  Rights Agent may adopt the countersignature of the predecessor Rights
Agent  and deliver such Right Certificates so countersigned; and in case at that
time  any  of  the  Right  Certificates  shall  not have been countersigned, any
successor  Rights  Agent  may  countersign such Right Certificates either in the
name  of  the  predecessor  Rights  Agent or in the name of the successor Rights
Agent;  and  in all such cases such Right Certificates shall have the full force
provided  in  the  Right  Certificates  and  in  this  Rights  Agreement.
     (b)  In  case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered,  the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the  Right  Certificates shall not have been countersigned, the Rights Agent may
countersign  such  Right Certificates either in its prior name or in its changed
name;  and  in  all such cases such Right Certificates shall have the full force
provided  in  the  Right  Certificates  and  in  this  Rights  Agreement.


SECTION  20
DUTIES  OF  RIGHTS  AGENT

The  Rights  Agent  undertakes the duties and obligations imposed by this Rights
Agreement  upon  the following terms and conditions, by all of which the Company
and  the  holders  of  Right Certificates, by their acceptance thereof, shall be
bound:
     (a)  The  Rights  Agent  may  consult  with legal counsel (who may be legal
counsel  for  the  Company or its own in-house counsel), and the opinion of such
counsel  shall  be  full and complete authorization and protection to the Rights
Agent  as  to  any action taken or omitted by it in good faith and in accordance
with  such  opinion.
     (b)  Whenever  in the performance of its duties under this Rights Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved  or  established  by  the Company prior to taking or suffering any action
hereunder,  such  fact  or  matter  (unless other evidence in respect thereof be
herein  specifically  prescribed)  may  be  deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in  good  faith  by it under the provisions of this Rights Agreement in reliance
upon  such  certificate.
     (c) The Rights Agent shall be liable hereunder to the Company and any other
Person  only  for  its  own  gross  negligence, bad faith or willful misconduct.
     (d)  The  Rights  Agent  shall not be liable for or by reason of any of the
statements  of  fact  or  recitals  contained in this Rights Agreement or in the
Right  Certificates (except its countersignature on such Rights Certificates) or
be  required  to  verify  the same, but all such statements and recitals are and
shall  be  deemed  to  have  been  made  by  the  Company  only.
     (e)  The  Rights  Agent shall not be under any responsibility in respect of
the  validity  of  this  Rights  Agreement  or the execution and delivery hereof
(except  the  due  execution  hereof  by  the Rights Agent) or in respect of the
validity  or  execution  of  any  Right Certificate (except its countersignature
thereof);  nor  shall  it  be  responsible  for any breach by the Company of any
covenant  or  condition  contained  in  this  Rights  Agreement  or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the  Rights (including the Rights becoming void pursuant to the second paragraph
of  Section  11(a)(ii)  hereof)  or  any  adjustment  in the terms of the Rights
(including the manner, method or amount thereof) provided for in Sections 3, 11,
13,  23  or 24, or the ascertaining of the existence of facts that would require
any  such  change  or  adjustment (except with respect to the exercise of Rights
evidenced  by  Right  Certificates  after  actual  notice  that  such  change or
adjustment is required); nor shall it by any act hereunder be deemed to make any
representation  or warranty as to the authorization or reservation of any Common
Shares  to  be issued pursuant to this Rights Agreement or any Right Certificate
or  as to whether any Common Shares will, when issued, be validly authorized and
issued,  fully  paid  and  nonassessable.
     (f)  The  Company  agrees  that  it  will perform, execute, acknowledge and
deliver  or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by  the  Rights  Agent for the carrying out or performing by the Rights Agent of
the  provisions  of  this  Rights  Agreement.
     (g)  The  Rights  Agent  is  hereby  authorized  and  directed  to  accept
instructions  with  respect  to the performance of its duties hereunder from any
one  of  the  Chairman of the Board, the Chief Executive Officer, the President,
any  Vice President, the Secretary or the Treasurer of the Company, and to apply
to  such  officers for advice or instructions in connection with its duties, and
it  shall  not be liable for any action taken or suffered by it in good faith in
accordance  with  instructions  of  any  such officer or for any delay in acting
while  waiting  for  those  instructions.
     (h)  The Rights Agent and any stockholder, director, officer or employee of
the  Rights Agent may buy, sell or deal in any of the Rights or other securities
of  the Company or become pecuniarily interested in any transaction in which the
Company  may  be  interested,  or  contract with or lend money to the Company or
otherwise  act as fully and freely as though it were not Rights Agent under this
Rights Agreement.  Nothing herein shall preclude the Rights Agent from acting in
any  other  capacity  for  the  Company  or  for  any  other  legal  entity.
     (i)  The  Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its  attorneys  or  agents,  and  the  Rights  Agent  shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents  or  for  any  loss  to the Company resulting from any such act, default,
neglect  or  misconduct, provided reasonable care was exercised in the selection
and  continued  employment  thereof.


SECTION  21
CHANGE  OF  RIGHTS  AGENT

The Rights Agent or any successor Rights Agent may resign and be discharged from
its duties under this Rights Agreement upon 30 days' notice in writing mailed to
the  Company  and  to  each transfer agent of the Common Shares by registered or
certified  mail,  and  to  the  holders of the Right Certificates by first-class
mail.  The  Company  may  remove  the Rights Agent or any successor Rights Agent
upon  30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent,  as  the  case may be, and to each transfer agent of the Common Shares by
registered  or  certified  mail, and to the holders of the Right Certificates by
first-class  mail or, prior to the Distribution Date, through any filing made by
the Company pursuant to the Securities Exchange Act of 1934, as amended.  If the
Rights  Agent  shall resign or be removed or shall otherwise become incapable of
acting,  the  Company  shall  appoint  a  successor to the Rights Agent.  If the
Company  shall  fail  to  make such appointment within a period of 30 days after
giving  notice  of such removal or after it has been notified in writing of such
resignation  or  incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate  for  inspection  by the Company), then the registered holder of any
Right  Certificate  may  apply  to  any  court of competent jurisdiction for the
appointment  of  a  new  Rights  Agent.  Any  successor  Rights  Agent,  whether
appointed by the Company or by such a court, shall be (a) a corporation or other
entity  organized  and  doing business under the laws of the United States or of
any state of the United States, in good standing, which is authorized under such
laws  to exercise corporate trust, shareholder services or stock transfer powers
and  is  subject to supervision or examination by federal or state authority and
which  has at the time of its appointment as Rights Agent a combined capital and
surplus  of  at least $25 million, or (b) an affiliate of a corporation or other
entity  described  in  clause  (a)  of  this  sentence.  After  appointment, the
successor  Rights Agent shall be vested with the same powers, rights, duties and
responsibilities  as  if  it  had  been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the  purpose.  Not  later  than  the  effective date of any such appointment the
Company  shall  file notice thereof in writing with the predecessor Rights Agent
and  each  transfer  agent  of  the  Common  Shares and mail a notice thereof in
writing  to  the  registered  holders of the Right Certificates or, prior to the
Distribution  Date,  through  any  filing  made  by  the Company pursuant to the
Securities  Exchange  Act  of  1934,  as  amended.  Failure  to  give any notice
provided  for  in  this  Section  21,  however, or any defect therein, shall not
affect  the  legality  or  validity  of the resignation or removal of the Rights
Agent  or  the  appointment  of  the successor Rights Agent, as the case may be.


SECTION  22
ISSUANCE  OF  NEW  RIGHT  CERTIFICATES

Notwithstanding  any of the provisions of this Rights Agreement or of the Rights
to  the  contrary,  the Company may, at its option, issue new Right Certificates
evidencing  Rights  in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Purchase Price and the number or kind or
class  of  shares  or  other  securities or property purchasable under the Right
Certificates  made  in  accordance with the provisions of this Rights Agreement.
     In  addition,  in  connection  with  the  issuance or sale of Common Shares
following  the Distribution Date and prior to the earlier of the Redemption Date
and  the  Final  Expiration  Date,  the Company (a) shall with respect to Common
Shares  so issued or sold pursuant to the exercise of stock options or under any
employee  plan  or  arrangement, or upon the exercise, conversion or exchange of
securities, notes or debentures issued by the Company, and (b) may, in any other
case,  if  deemed  necessary  or  appropriate  by  the Board of Directors of the
Company,  issue Right Certificates representing the appropriate number of Rights
in  connection  with  such  issuance  or  sale;  provided, however, that (i) the
Company  shall  not be obligated to issue any such Right Certificates if, and to
the  extent  that,  the  Company  shall be advised by counsel that such issuance
would  create  a  significant  risk  of material adverse tax consequences to the
Company  or  the Person to whom such Right Certificate would be issued, and (ii)
no  Right  Certificate  shall  be issued if, and to the extent that, appropriate
adjustment  shall  otherwise  have  been  made  in lieu of the issuance thereof.


SECTION  23
REDEMPTION

     (a)  The  Board of Directors of the Company may, at its option, at any time
prior to such time as any Person becomes an Acquiring Person, redeem all but not
less  than  all of the then outstanding Rights at an initial redemption price of
$.01  per  Right  ("Redemption  Price").  The  Redemption  Price  shall  be
appropriately  adjusted  to  reflect  any stock split, stock dividend or similar
transaction  occurring  after  the date hereof.  The redemption of the Rights by
the  Board  of  Directors  may be made effective at such time, on such basis and
with  such  conditions  as  the  Board  of  Directors in its sole discretion may
establish.
     (b)  Immediately  upon  the action of the Board of Directors of the Company
ordering  the redemption of the Rights pursuant to paragraph (a) of this Section
23,  evidence  of which shall be promptly filed  with the Rights Agent, or, when
approprate,  immediately upon the time or satisfaction of such conditions as the
Board  of  Directors  may  have  established, and without any further action and
without any notice, the right to exercise the Rights will terminate and the only
right  thereafter  of  the  holders of Rights shall be to receive the Redemption
Price.  The  Company  shall  promptly  give  public  disclosure  of  any  such
redemption;  provided,  however, that the failure to give, or any defect in, any
such  disclosure  shall  not  affect the validity of such redemption.  Within 10
days  after such action of the Board of Directors ordering the redemption of the
Rights,  the Company shall mail a notice of redemption to all the holders of the
then outstanding Rights at their last addresses as they appear upon the registry
books  of  the  Rights Agent or, prior to the Distribution Date, on the registry
books  of  the transfer agent for the Common Shares.  Any notice which is mailed
in  the  manner herein provided shall be deemed given, whether or not the holder
receives  the  notice.  Each  such notice of redemption will state the method by
which the payment of the Redemption Price will be made.  Neither the Company nor
any  of  its  Affiliates or Associates may redeem, acquire or purchase for value
any  Rights  at any time in any manner other than that specifically set forth in
this  Section  23 or in Section 24 hereof, and other than in connection with the
purchase  of  Common  Shares  prior  to  the  Distribution  Date.


SECTION  24
EXCHANGE

     (a)  The  Board of Directors of the Company may, at its option, at any time
after  any  Person becomes an Acquiring Person, exchange all or part of the then
outstanding  and  exercisable  Rights  (which shall not include Rights that have
become  void  pursuant  to  the  provisions  of  the second paragraph of Section
11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per
Right,  appropriately  adjusted  to  reflect  any stock split, stock dividend or
similar  transaction  occurring after the date hereof (such exchange ratio being
hereinafter  referred  to  as  the  "Exchange  Ratio").  Notwithstanding  the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at  any  time  after  any  Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan or compensation arrangement of the Company or
any  such Subsidiary, or any entity holding Common Shares for or pursuant to the
terms  of  any  such  plan or any trust agreement entered into by the Company to
secure  benefits  payable  under  any  employee  benefit  plan  or  compensation
arrangement  of the Company or any Subsidiary of the Company), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of Common
Shares  representing  50%  or  more  of  the  Common  Shares  then  outstanding.
     (b)   Immediately  upon the action of the Board of Directors of the Company
ordering  the  exchange of any Rights pursuant to subsection (a) of this Section
24  and without any further action and without any notice, the right to exercise
such  Rights  shall  terminate and the only right thereafter of a holder of such
Rights  shall  be to receive that number of Common Shares equal to the number of
such  Rights  held by such holder multiplied by the Exchange Ratio.  The Company
shall  promptly give public notice of any such exchange; provided, however, that
the failure to give, or any defect in, such notice shall not affect the validity
of such exchange.  The Company shall promptly mail a notice of any such exchange
to all of the holders of such Rights at their last addresses as they appear upon
the  registry  books  of  the  Rights  Agent.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the  notice.  Each  such  notice  of exchange will state the method by which the
exchange  of  the Common Shares for Rights will be effected and, in the event of
any  partial  exchange,  the  number and kind of Rights which will be exchanged.
Any  partial  exchange  shall be effected pro rata based on the number of Rights
being  exchanged  (other  than  Rights  which  have  become void pursuant to the
provisions  of  the  second  paragraph of Section 11(a)(ii) hereof) held by each
holder  of  such  Rights.
     (c)  In  the  event that there shall not be sufficient Common Shares issued
but  not outstanding or authorized but unissued to permit any exchange of Rights
as  contemplated  in accordance with this Section 24, the Company shall take all
such  action  as  may  be  necessary  to  authorize additional Common Shares for
issuance  upon  exchange  of  the  Rights.


SECTION  25
NOTICE  OF  CERTAIN  EVENTS

     (a) In case the Company, following the Distribution Date, shall propose (i)
to pay any dividend payable in stock of any class or series to holders of Common
Shares or to make any other distribution to holders of Common Shares (other than
a  regular  quarterly  cash dividend) or to effect a subdivision, combination or
consolidation  of  the  Common  Shares (by reclassification or otherwise than by
payment  of  dividends  in  Common  Shares),  (ii) to offer to holders of Common
Shares  rights or warrants to subscribe for or to purchase any additional Common
Shares  or  any  other  securities,  rights  or  options,  (iii)  to  effect any
reclassification  of Common Shares (other than a reclassification involving only
the  subdivision of outstanding Common Shares), (iv) to effect any consolidation
or  merger  into  or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one or
more  transactions, of 50% or more of the assets or earning power of the Company
and  its  Subsidiaries  (taken  as a whole) to, any other Person (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
does  not  violate  Section  11(n)  hereof),  or  (v) to effect the liquidation,
dissolution  or  winding up of the Company, then, in each such case, the Company
shall  give to each holder of a Right Certificate, in accordance with Section 26
hereof,  a  notice  of  such proposed action to the extent feasible, which shall
specify the record date for the purposes of such stock dividend, or distribution
of  rights  or  warrants,  or  the  date  on  which  such  reclassification,
consolidation,  merger,  sale, transfer, liquidation, dissolution, or winding up
is  to  take  place  and  the date of participation therein by holders of Common
Shares if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least 10 days prior to
the  record  date  for determining holders of Common Shares for purposes of such
action,  and in the case of any such other action, at least 10 days prior to the
date  of the taking of such proposed action or the date of participation therein
by  holders  of  Common  Shares, whichever shall be the earlier.  The failure to
give  notice  required by this Section 25 or any defect therein shall not affect
the legality or validity of the action taken by the Company or the vote upon any
such  action.
     (b) In case any of the events set forth in Section 11(a)(ii) (except for an
event  described  in  the  second paragraph of that Section) hereof shall occur,
then  the Company shall as soon as practicable thereafter give to each holder of
a  Right  Certificate,  in  accordance  with  Section 26 hereof, a notice of the
occurrence  of  such  event,  which  notice  shall  describe  such event and the
consequences  of  such  event to holders of Rights under the second paragraph of
Section  11(a)(ii)  hereof.


SECTION  26
NOTICES

Notices  or  demands authorized by this  Rights Agreement to be given or made by
the  Rights Agent or by the holder of any Right Certificate to or on the Company
shall  be  sufficiently  given  or  made  if  sent  by first-class mail, postage
prepaid,  addressed  (until  another address is filed in writing with the Rights
Agent)  as  follows:

                    Energizer  Holdings,  Inc.
                    800  Chouteau  Avenue
                    St.  Louis,  Missouri  63102
                    Attention:  Secretary

Subject  to the provisions of Section 21 hereof, any notice or demand authorized
by this  Rights Agreement to be given or made by the Company or by the holder of
any  Right  Certificate to or on the Rights Agent shall be sufficiently given or
made  if  sent  by  first-class  mail, postage prepaid, addressed (until another
address  is  filed  in  writing  with  the  Company)  as  follows:

     Continental  Stock  Transfer  &  Trust  Company
     2  Broadway
     New  York,  New  York  10004
     Attn:  Compliance  Department

Notices  or  demands  authorized by this Rights Agreement to be given or made by
the  Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently  given  or  made  if  sent  by  first-class  mail, postage prepaid,
addressed  to such holder at the address of such holder as shown on the registry
books  of  the  Company.


SECTION  27
SUPPLEMENTS  AND  AMENDMENTS

Prior  to  the Distribution Date, the Company and the Rights Agent shall, if the
Company  so  directs, supplement or amend any provision of this Rights Agreement
without  the approval of any holders of certificates representing Common Shares.
From and after the Distribution Date, the Company and the Rights Agent shall, if
the  Company  so  directs, supplement or amend this Rights Agreement without the
approval  of  any  holders  of  Right  Certificates  in  order  (i)  to cure any
ambiguity,  (ii)  to  correct or supplement any provision contained herein which
may  be  defective  or  inconsistent  with any other provisions herein, (iii) to
shorten or lengthen any time period hereunder (including, without limitation, to
extend the Final Expiration Date) or (iv) to change or supplement the provisions
hereunder  in  any  manner which the Company may deem necessary or desirable and
which  shall  not  adversely  affect  the  interests  of  the  holders  of Right
Certificates  (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring  Person);  provided,  however,  that  this Rights Agreement may not be
supplemented  or amended to lengthen, pursuant to clause (iii) of this sentence,
(A)  a  time  period relating to when the Rights may be redeemed at such time as
the  Rights  are  not  then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
of,  and/or  the  benefits  to, the holders of Rights; provided further that the
Company  shall  have  the  right  to  make unilaterally any changes necessary to
facilitate the appointment of a successor Rights Agent, which such changes shall
be  set  forth  in a writing by the Company or by the Company and such successor
Rights Agent.  Without limiting the foregoing, the Company may at any time prior
to  such  time  as  any  Person  becomes  an  Acquiring Person amend this Rights
Agreement  to  lower  the  thresholds set forth in Sections 1(a) and 3(a) hereof
from  20%  to  not  less than the greater of (i) any percentage greater than the
largest  percentage  of  the  then  outstanding  Common Shares then known by the
Company  to  be  beneficially  owned  by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan or compensation arrangement
of  the  Company  or any Subsidiary of the Company, or any entity holding Common
Shares  for  or  pursuant  to  the  terms  of  any  such  plan  or  compensation
arrangement)  together with all Affiliates or Associates of such Person, or (ii)
10%.  Upon  the  delivery  of  a  certificate from an appropriate officer of the
Company  which states that the proposed supplement or amendment is in compliance
with  the  terms  of  this  Section  27,  the  Rights  Agent  shall execute such
supplement  or  amendment,  provided  that such supplement or amendment does not
adversely  affect the rights or obligations of the Rights Agent under Section 18
or  Section  20  of  this Rights Agreement.  Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of  the  holders  of  Common  Shares.


SECTION  28
SUCCESSORS

     All  the  covenants  and  provisions of this Rights Agreement by or for the
benefit  of  the Company or the Rights Agent shall bind and inure to the benefit
of  their  respective  successors  and  assigns  hereunder.


SECTION  29
DETERMINATIONS  AND  ACTIONS  BY
THE  BOARD  OF  DIRECTORS

     For all purposes of this Rights Agreement, any calculation of the number of
Common  Shares  outstanding  at  any  particular time, including for purposes of
determining the particular percentage of such outstanding Common Shares of which
any  Person  is  the Beneficial Owner, shall be made in accordance with the last
sentence  of  Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange  Act.  The  Board  of Directors of the Company shall have the exclusive
power  and  authority  to  administer  this Rights Agreement and to exercise all
rights and powers specifically granted to the Board or to the Company, or as may
be  necessary  or  advisable  in  the  administration  of this Rights Agreement,
including,  without  limitation,  the  right  and  power  to  (i)  interpret the
provisions  of  this  Rights  Agreement, and (ii) make all determinations deemed
necessary  or  advisable  for  the  administration  of  this  Rights  Agreement
(including  a  determination  to redeem or not redeem the Rights or to amend the
Rights  Agreement  or a determination that an adjustment to the Redemption Price
or  Exchange  Ratio  is or is not appropriate).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in  good  faith,  shall (x) be final, conclusive and binding on the Company, the
Rights  Agent,  the  holders  of  the  Rights and all other parties, and (y) not
subject  the  Board  to  any  liability  to  the  holders  of  the  Rights.


SECTION  30
BENEFITS  OF  THIS  RIGHTS  AGREEMENT

     Nothing  in  this Rights Agreement shall be construed to give to any person
or  corporation  other  than  the  Company,  the Rights Agent and the registered
holders  of  the  Right  Certificates  (and, prior to the Distribution Date, the
Common  Shares)  any legal or equitable right, remedy or claim under this Rights
Agreement; but this Rights Agreement shall be for the sole and exclusive benefit
of  the  Company,  the  Rights  Agent  and  the  registered holders of the Right
Certificates  (and,  prior  to  the  Distribution  Date,  the  Common  Shares).


SECTION  31
SEVERABILITY

     If any term, provision, covenant or restriction of this Rights Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of this Rights Agreement shall remain in full force and effect and
shall  in  no way be affected, impaired or invalidated.  It is the intent of the
parties  hereto to enforce the remainder of the terms, provisions, covenants and
restrictions  of  this  Agreement  to  the  maximum  extent  permitted  by  law.


SECTION  32
GOVERNING  LAW

     This  Rights Agreement and each Right Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Missouri and for all
purposes  shall be governed by and construed in accordance with the laws of such
State  applicable  to  contracts  to  be made and performed entirely within such
State.

SECTION  33
COUNTERPARTS

     This  Rights  Agreement  may  be executed in any number of counterparts and
each  of  such  counterparts shall for all purposes be deemed to be an original,
and  all  such  counterparts  shall  together  constitute  but  one and the same
instrument.


SECTION  34
DESCRIPTIVE  HEADINGS

     Descriptive  headings  of the several Sections of this Rights Agreement are
inserted  for  convenience  only  and shall not control or affect the meaning or
construction  of  any  of  the  provisions  hereof.




IN  WITNESS  WHEREOF, the parties hereto have caused this Rights Agreement to be
duly  executed  and  attested,  all  as of the day and year first above written.

                                   ENERGIZER  HOLDINGS,  INC.
Attest:
By:                                By:

Title:                             Title:

                                   CONTINENTAL  STOCK  TRANSFER
                                   &  TRUST  COMPANY
Attest:

By:                                By:

Title:                             Title:

<PAGE>


                                                                       EXHIBIT A

FORM  OF  RIGHT  CERTIFICATE

Certificate  No.  R-                                                    Rights


NOT  EXERCISABLE  AFTER  MARCH  31,  2010  OR  EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE  RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON  THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS
RIGHT  CERTIFICATE  WERE  ISSUED  TO  A PERSON WHO WAS AN ACQUIRING PERSON OR AN
AFFILIATE  OR  AN  ASSOCIATE OF AN ACQUIRING PERSON.  THIS RIGHT CERTIFICATE AND
THE  RIGHTS  REPRESENTED  HEREBY  ARE VOID IN THE CIRCUMSTANCES SPECIFIED IN THE
SECOND  PARAGRAPH  OF  SECTION  11(a)(ii)  OF  THE  RIGHTS  AGREEMENT.]


Right  Certificate

ENERGIZER  HOLDINGS,  INC.

     This  certifies  that                     or  registered  assigns,  is  the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement,  dated  as  of  April  1,  2000  (the  "  Rights Agreement"), between
Energizer Holdings, Inc., a Missouri corporation (the "Company") and Continental
Stock  Transfer  &  Trust  Company  (the  "Rights  Agent"), to purchase from the
Company  at any time after the Distribution Date (as such term is defined in the
Rights  Agreement) and prior to 5:00 P.M., St. Louis time, on March 31, 2010, at
the  principal  office of the Rights Agent, or at the office of its successor as
Rights  Agent,  one  fully paid non-assessable share of Energizer Holdings, Inc.
common  stock,  par  value  $.01  per share (the "Common Shares"), at a purchase
price  of  $___  per  Common Share (the "Purchase Price"), upon presentation and
surrender  of  this Right Certificate with the Form of Election to Purchase duly
executed.  The  number  of  Rights  evidenced by this Right Certificate (and the
number  of  Common Shares which may be purchased upon exercise hereof) set forth
above, and the Purchase Price set forth above, are the number and Purchase Price
as of _________________ based on the outstanding Common Shares at such date.  As
provided  in  the  Rights Agreement, the Purchase Price and the number of Common
Shares  which may be purchased upon the exercise of the Rights evidenced by this
Right  Certificate are subject to modification and adjustment upon the happening
of  certain  events.

     This  Right  Certificate  is  subject  to  all of the terms, provisions and
conditions  of  the Rights Agreement, which terms, provisions and conditions are
hereby  incorporated  herein  by  reference  and made a part hereof and to which
Rights  Agreement reference is hereby made for a full description of the rights,
limitations  of  rights,  obligations,  duties  and  immunities hereunder of the
Rights  Agent, the Company and the holders of the Right Certificates.  Copies of
the  Rights  Agreement  are  on  file  at the principal executive offices of the
Company  and  the above-mentioned offices of the Rights Agent (and are available
upon  the  written  request  of  the  Company).

     This  Right  Certificate,  with  or  without other Right Certificates, upon
surrender  at  the  principal  office  of the Rights Agent, may be exchanged for
another  Right  Certificate  or  Certificates  of like tenor and date evidencing
Rights entitling the holder to purchase a like aggregate number of Common Shares
as  the  Rights  evidenced  by the Right Certificate or Certificates surrendered
shall have entitled such holder to purchase.  If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another  Right  Certificate  or  Certificates for the number of whole Rights not
exercised.

     Subject  to the provisions of the Rights Agreement, the Rights evidenced by
this  Right  Certificate  (i)  may be redeemed by the Company at its option at a
redemption  price of $.01 per Right or (ii) may be exchanged in whole or in part
by  the  Company,  at  its option, for one Common Share per Right, following the
Stock  Acquisition  Date and prior to the time an Acquiring Person, as that term
is  defined  in the Rights Agreement, owns 50% or more of the outstanding Common
Shares,  as  that  term  is  defined  in  the  Rights Agreement, of the Company.

     No  fractional  shares  will  be  issued  upon the exercise of any Right or
Rights  evidenced  hereby,  but  in lieu thereof a cash payment will be made, as
provided  in  the  Rights  Agreement.

     No  holder  of  this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Common Shares or of any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof, nor shall anything contained in the Rights Agreement or herein
be  construed  to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon  any matter submitted to shareholders at any meeting thereof, or to give or
withhold  consent  to  any corporate action, or to receive notice of meetings or
other  actions  affecting  shareholders  (except  as  provided  in  the  Rights
Agreement),  or to receive dividends or subscription rights, or otherwise, until
the  Right  or  Rights  evidenced  by  this  Right  Certificate  shall have been
exercised  as  provided  in  the  Rights  Agreement.

     This  Right  Certificate  shall  not be valid or obligatory for any purpose
until  it  shall  have  been  countersigned  by  the  Rights  Agent.


<PAGE>
     Witness  the  facsimile signature of the proper officers of the Company and
its  corporate  seal.  Dated:  ______________________.


ATTEST:                         ENERGIZER  HOLDINGS,  INC.

                                By:
Countersigned:

CONTINENTAL  STOCK  TRANSFER  &  TRUST  COMPANY

By:
Authorized  Officer

EXHIBIT  A  -  FORM  OF  REVERSE  SIDE  OF  RIGHT
CERTIFICATE


FORM  OF  ASSIGNMENT
--------------------

(To  be executed by the registered holder if such holder desires to transfer the
Right  Certificate.)


FOR  VALUE  RECEIVED                         hereby sells, assigns and transfers
unto


                  (Please print name and address of transferee)

                - - - - - - - - - - - - - - - - - - - - - - - - -

this Right Certificate, together with all right, title and interest therein, and
does  hereby  irrevocably  constitute  and  appoint                         ,
Attorney,  to  transfer  the  within  Right  Certificate  on  the  books  of the
within-named  Company,  with  full  power  of  substitution.


Dated:                    ,  20



                                                  Signature


Signature  Guaranteed:


     Signatures  must  be  guaranteed  by  a  member  or  a  participant  in the
Securities  Transfer  Agent  Medallion  Program,  the  New  York  Stock Exchange
Medallion  Signature  Program  or  the  Stock  Exchange  Medallion  Program.

                                   CERTIFICATE

     The  undersigned  hereby  certifies by checking the appropriate boxes that:

     (1)     this  Right Certificate [   ] is [   ] not being sold, assigned and
transferred  by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate  or  Associate of any such Acquiring Person (as such terms are defined
pursuant  to  the  Rights  Agreement);

     (2)     after  due inquiry and to the best knowledge of the undersigned, it
[    ]  did  [    ]  did  not  acquire  the  Rights  evidenced  by  this  Right
Certificate  from  any  Person  who  is, was or subsequently became an Acquiring
Person  or  an  Affiliate  or  Associate  of  an  Acquiring  Person.


Dated:  ______________________
                              __________________________________
                              Signature

     (Signature  must  conform in all respects to name of holder as specified on
the  face  of  this  Right  Certificate.)

                          FORM OF ELECTION TO PURCHASE

      (To be executed if holder desires to exercise the Right Certificate.)

To  [NAME  OF  COMPANY]:

     The  undersigned hereby irrevocably elects to exercise _____________ Rights
represented  by  this  Right  Certificate to purchase the Common Shares issuable
upon  the exercise of such Rights and requests that certificates for such shares
be  issued  in  the  name  of:

Name:  _________________________________
Address:  _______________________________
Social  Security
or  taxpayer  identification
number:  ______________________________

If  such  number  of  Rights shall not be all the Rights evidenced by this Right
Certificate,  a  new  Right Certificate for the balance remaining of such Rights
shall  be  registered  in  the  name  of  and  delivered  to:

Name:  ______________________________
Address:_____________________________
Social  Security
or  taxpayer  identification
number:  _____________________________


Dated:  ______________________________


_______________________________
     Signature

(Signature  must  conform  in  all respect to name of holder as specified on the
face  of  this  Right  Certificate)
Signature  Guaranteed:

     Signatures  must  be  guaranteed  by  a  member  or  a  participant  in the
Securities  Transfer  Agent  Medallion  Program,  the  New  York  Stock Exchange
Medallion  Signature  Program  or  the  Stock  Exchange  Medallion  Program.

                                   CERTIFICATE

     The  undersigned  hereby  certifies by checking the appropriate boxes that:

     (1)     the Rights evidenced by this Right Certificate [    ] are [   ] are
not  being  exercised  by  or  on  behalf of a Person who is or was an Acquiring
Person  or an Affiliate or Associate of any such Acquiring Person (as such terms
are  defined  pursuant  to  the  Rights  Agreement);

     (2)     this  Right Certificate [   ] is [   ] not being sold, assigned and
transferred  by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate  or  Associate of any such Acquiring Person (as such terms are defined
pursuant  to  the  Rights  Agreement);

     (3)     after  due inquiry and to the best knowledge of the undersigned, it
[    ]  did  [    ]  did  not  acquire  the  Rights  evidenced  by  this  Right
Certificate  from  any  Person  who  is, was or subsequently became an Acquiring
Person  or  an  Affiliate  or  Associate  of  an  Acquiring  Person.

Dated:____________________________
_________________________________
     Signature

(Signature  must  conform  in all respects to name of holder as specified on the
face  of  this  Right  Certificate)

                                     NOTICE

     The  signature  in  the  foregoing  Forms  of  Assignment and Election must
conform  to the name as written upon the face of this Right Certificate in every
particular,  without  alteration  or  enlargement  or  any  change  whatsoever.


     In the event the certification set forth above in the form of Assignment or
the  form  of  Election  to  Purchase, as the case may be, is not completed, the
Company  and  the  Rights  Agent  will  deem  the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate  thereof  (as  defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored as described in the second paragraph of
Section  11(a)(ii)  of  the  Rights  Agreement.


EXHIBIT  B
                              SUMMARY OF RIGHTS TO
                             PURCHASE COMMON SHARES


     Effective  as  of  March  16,  2000,  the  Board  of Directors of Energizer
Holdings,  Inc.  (the  "Company")  adopted  a  Rights  Agreement  (the  "Rights
Agreement")  and authorized and declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share  of the Company (the "Common Shares").  The dividend was payable as of the
close  of business on March 31, 2000, to the shareholders of record on that date
(the  "Record  Date"), and with respect to Common Shares issued thereafter until
the  Distribution  Date  (as  hereinafter  defined) or the expiration or earlier
redemption  or  exchange  of  the Rights.  Except as set forth below, each Right
entitles  the  registered holder to purchase from the Company, at any time after
the  Distribution Date one Common Share at a price per share of $150, subject to
adjustment  (the  "Purchase Price"). The description and terms of the Rights are
as  set  forth  in  the  Rights  Agreement.

     Initially  the  Rights  will  be evidenced by all certificates representing
Common  Shares  then  outstanding,  and  no  separate Right Certificates will be
distributed. The Rights will separate from the Common Shares upon the earlier to
occur  of  (i)  10  business days after the public announcement of a person's or
group of affiliated or associated persons' having acquired in a transaction that
is  not a Permitted Offer (as defined below) beneficial ownership of 20% or more
of  the  outstanding  Common  Shares  (such  person  or  group being hereinafter
referred  to  as an "Acquiring Person"); or (ii) 10 business days (or such later
date  as the Board may determine) following the commencement of, or announcement
of  an  intention to make, a tender offer or exchange offer, the consummation of
which  would  result  in  a  person or group's becoming an Acquiring Person (the
earlier  of such dates being called the "Distribution Date").  A Permitted Offer
is  a  tender  or exchange offer which is for all outstanding Common Shares at a
price and on terms which a majority of certain members of the Board of Directors
determines  to  be  adequate  and  in  the  best  interests  of the Company, its
shareholders  and  other  relevant  constituencies,  other  than  such Acquiring
Person,  its  affiliates  and  associates.

     The Rights Agreement provides that, until the Distribution Date (or earlier
redemption  or  expiration  of the Rights), the Rights will be transferred with,
and  only  with,  the  Common  Shares.  Until  the Distribution Date (or earlier
redemption  or  expiration  of the Rights), new Common Share certificates issued
after  the  Record  Date  upon  transfer  or  new issuance of Common Shares will
contain  a  notation incorporating the Rights Agreement by reference.  Until the
Distribution  Date  (or  earlier  redemption  or  expiration of the Rights), the
surrender  for  transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights,
will  also  constitute  the  transfer  of  the Rights associated with the Common
Shares  represented  by  such certificate.  As soon as practicable following the
Distribution  Date,  separate  certificates  evidencing  the  Rights  ("Right
Certificates")  will  be  mailed to holders of record of the Common Shares as of
the  close  of  business  on  the  Distribution  Date,  and  such separate Right
Certificates  alone  will  then  evidence  the  Rights.

     The  Rights  are  not  exercisable until the Distribution Date.  The Rights
will  expire  on  March 31, 2010 (the "Final Expiration Date"), unless the Final
Expiration  Date  is  extended  or  unless  the  Rights  are earlier redeemed or
exchanged  by  the  Company,  in  each  case,  as  described  below.

     In  the event that any person becomes an Acquiring Person, each holder of a
Right  will  thereafter have the right (the "Flip-In Right") to acquire a Common
Share  for a purchase price equal to 33 1/3% of the then current market price of
a  Common  Share.  Notwithstanding  the foregoing, all Rights that are, or were,
beneficially owned by any Acquiring Person or any affiliate or associate thereof
will  be  null  and  void  and  not  exercisable.

     In  the  event  that,  at any time following the Distribution Date, (i) the
Company  is  acquired  in  a merger or other business combination transaction in
which  the  holders of all of the outstanding Common Shares immediately prior to
the  consummation of the transaction are not the holders of all of the surviving
corporation's  voting  securities, or (ii) more than 50% of the Company's assets
or  earning  power  is  sold or transferred, then each holder of a Right (except
Rights  which  have  been  voided  as set forth above) shall thereafter have the
right  (the  "Flip-Over  Right")  to  receive,  upon exercise and payment of the
Purchase  Price,  common shares of the acquiring company having a value equal to
two  times  the  Purchase  Price.  If  a transaction would otherwise result in a
holder's  having a Flip-In as well as a Flip-Over Right, then only the Flip-Over
Right  will  be  exercisable;  if  a  transaction results in a holder's having a
Flip-Over  Right  subsequent  to  a transaction resulting in a holder's having a
Flip-In  Right,  a  holder  will  have  Flip-Over Rights only to the extent such
holder's  Flip-In  Rights  have  not  been  exercised.

     The  Purchase  Price  payable,  and  the  number  of Common Shares or other
securities  or  property  issuable,  upon  exercise  of  Rights  are  subject to
adjustment  from  time  to  time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of Common Shares,
(ii) upon the grant to holders of Common Shares of certain rights or warrants to
subscribe  for  or  purchase Common Shares at a price, or securities convertible
into  Common  Shares  with a conversion price, less than the then current market
price  of  Common  Shares,  or  (iii) upon the distribution to holders of Common
Shares  of  evidences of indebtedness or assets (excluding regular periodic cash
dividends  paid  out  of  earnings  or retained earnings or dividends payable in
Common  Shares) or of subscription rights or warrants (other than those referred
to  above).  However, no adjustment in the Purchase Price will be required until
cumulative  adjustments  require  an  adjustment  of  at  least  1%.

     No  fractional  Common  Shares  will  be  issued  and  in  lieu thereof, an
adjustment  in  cash  will be made based on the market price of Common Shares on
the  last  trading  day  prior  to  the  date  of  exercise.
     At  any  time  prior  to the time a person becomes an Acquiring Person, the
Board  of  Directors  of  the Company may redeem the Rights in whole, but not in
part,  at a price of $.01 per Right (the "Redemption Price").  The redemption of
the  Rights  may  be  made  effective  at  such time on such basis and with such
conditions  as  the  Board  of  Directors  in its sole discretion may establish.
Immediately  upon any redemption of the Rights, the right to exercise the Rights
will  terminate  and  the only right of the holders of Rights will be to receive
the  Redemption  Price.

     At  any  time after any person becomes an Acquiring Person and prior to the
acquisition by such person or group of Common Shares representing 50% or more of
the  then  outstanding  Common Shares, the Board of Directors of the Company may
exchange  the  Rights  (other  than  Rights which have become null and void), in
whole  or  in  part,  at  an  exchange  ratio  of  one  Common  Share per Right.

     All  of  the provisions of the Rights Agreement may be amended prior to the
Distribution  Date  by  the  Board of Directors of the Company for any reason it
deems  appropriate.  Prior  to  the  Distribution  Date,  the  Board  is  also
authorized,  as  it  deems appropriate, to lower the thresholds for distribution
and  Flip-In  Rights  to not less than the greater of (i) any percentage greater
than  the  largest  percentage then held by any shareholder, or (ii) 10%.  After
the  Distribution Date, the provisions of the Rights Agreement may be amended by
the  Board  in  order  to  cure any ambiguity, defect or inconsistency, but such
changes  may  not adversely affect the interests of holders of Rights (excluding
the  interests  of  any  Acquiring  Person).

     Until  a  Right  is  exercised,  the  holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to  vote or to receive dividends.  While the distribution of the Rights will not
be  taxable to shareholders of the Company, shareholders may, depending upon the
circumstances,  recognize taxable income should the Rights become exercisable or
upon  the  occurrence  of  certain  events  thereafter.

     A  copy  of  the  Rights  Agreement  has been filed with the Securities and
Exchange  Commission  as  an  Exhibit to the Company's Registration Statement on
Form  10  filed with the Securities and Exchange Commission (Commission File No.
1-15401).  A  copy  of the Rights Agreement is available free of charge from the
Company.  This summary description of the Rights does not purport to be complete
and  is qualified in its entirety by reference to the Rights Agreement, which is
hereby  incorporated  herein  by  reference.


The  portions  of  the  legend in brackets shall be inserted only if applicable.