ENERGIZER HOLDINGS, INC.
                       EXECUTIVE LONG TERM DISABILITY PLAN

                               I.     DEFINITIONS
1.1     "Affiliated  Company"  means  Energizer  Holdings,  Inc., those domestic
corporations  in which Energizer Holdings, Inc. owns directly or indirectly more
than  50% of the voting stock, or any other entity so designed by the Committee.

1.2     "Benefit  Earnings" means the categories of compensation as set forth in
Exhibit  A.

1.3     "Board"  means  the  Board  of  Directors  of  Energizer  Holdings, Inc.

1.4     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

1.5     "Committee"  means  the  Committee appointed to administer the Plan, its
designee,  or  any  successor  to  such  Committee.

1.6     "Company"  means  Energizer  Holdings,  Inc.

1.7     "Covered  Employee"  means  an  Employee  who meets the requirements for
coverage  under  the  Plan  pursuant  to  Section  2.1.

1.8     "Disability"  means  a  finding  by  the  Committee  of  a Participant's
permanent  and  total  disability.

1.9     "Employee"  means  a  person  employed  by  the Company or an Affiliated
Company  and  who  is  one of a select group of management or highly-compensated
employees.

1.10     "ERISA"  means  the Employee Retirement Income Security Act of 1974, as
amended.

1.11     "LTD  Plan"  means  the  Energizer  Holdings, Inc. Long Term Disability
Plan,  as  amended  from  time  to  time.

1.12     "Maximum  Benefit Limitation" means the maximum monthly benefit payable
pursuant  to the LTD Plan taking into account any applicable reduction amount as
defined  in  such  LTD  Plan.

1.13     "Monthly  Benefit Earnings" means a Covered Employee's Benefit Earnings
for  a  calendar  year,  divided by twelve months or by the number of months for
which  such  Benefit  Earnings  were  credited  if  less  than  twelve.

1.14     "Plan"  means  the  Energizer  Holdings,  Inc.  Executive  Long  Term
Disability  Plan,  as  amended  from  time  to  time.

                               II.     ELIGIBILITY
2.1     Covered Employees.  An Employee is eligible for coverage under this Plan
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     if  he  or  she:

(a)     (1)     is  Chairman  of  the Board, Chief Executive Officer, President,
Vice  President, Secretary or Treasurer of the Company or an Affiliated Company;
a Vice President of an administrative or operating division of the Company or an
Affiliated  Company; a Chairman of the Board, Chief Executive Officer, President
or  Corporate  Vice  President  of  the  Company  or  an  Affiliated  Company or

(2)     is  designated by the Chief Executive officer of the Company as eligible
to  participate  in  the  Plan;  and

(b)     is  enrolled  as  a  participant  in  the  LTD  Plan.

2.2     Effective Date of Coverage.  An Employee shall be deemed to be a Covered
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     Employee effective as of the date he or she first meets the requirements of
Section  2.1.

2.3     Termination of Coverage.  An Employee ceases to be a Covered Employee on
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     the  earlier  of  the  following  dates:

     (a)     The  date  the  Employee ceases to meet the requirements of Section
2.1(a);  or

(b)     The  date  the Employee is no longer enrolled for coverage under the LTD
Plan.  In  the  event  the  Employee reinstates coverage under the LTD Plan, and
such  Employee  continues  to  satisfy  the  eligibility requirements of Section
2.1(a),  coverage  under  this  Plan  shall  be  reinstated  simultaneously with
coverage  under  the  LTD  Plan.

                             III.     CONTRIBUTIONS
     No  contributions shall be required of Covered Employees for coverage under
this  Plan.

                           IV.     DISABILITY BENEFITS
4.1     Amount  and  Form  of  Benefit.
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(a)     A  Covered  Employee  who is deemed to be disabled pursuant to the terms
and  conditions  of  the LTD Plan shall be entitled to receive a monthly benefit
from  the Plan which shall be equal to 66-2/3 percent of the Employee's earnings
for  the previous calendar year in excess of $160,000 or the amount specified in
Code  section  401(a)(17)  as  adjusted  in  accordance  with  Code  section
401(a)(17)(B),  for  any  calendar  year.

(b)     Benefits  shall  be  payable  to  a disabled Covered Employee in monthly
installments  on  the  first day of each month as benefits from the LTD Plan are
paid.

4.2     Termination of Benefit.  Benefits shall be payable pursuant to this Plan
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     for  the  period  of  time  benefits  are payable pursuant to the LTD Plan.

4.3     Benefit  Upon Divestiture of a Business.  In the event that the stock or
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all  or  substantially all of the assets of the Company or an Affiliated Company
are  sold  to  a  purchaser  ("Purchaser"),  the  Company  reserves the right to
transfer  to  such  Purchaser  its  obligations  to pay disability benefits with
respect  to  any  disabled  Covered Employee who was employed by such Company or
Affiliated  Company.  Upon  the assumption of such obligations by the Purchaser,
the Company shall guarantee the payment of such disability benefits in the event
     that the Purchaser fails to pay benefits consistent with the obligations it
has  assumed.

                              V.     MISCELLANEOUS
5.1     Obligations  Unfunded.  All  disability  benefits due a disabled Covered
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Employee  pursuant to the Plan are unfunded and unsecured and are payable out of
the  general  funds of the Company.  The Company shall make no provision for the
funding  or  insuring  of  any  benefits  payable  hereunder.

     The  Company  may, in its sole and absolute discretion, establish a grantor
trust for the payment of benefits hereunder, the assets of which shall be at all
times subject to the claims of creditors of the Company, as provided for in such
trust,  provided that such trust does not alter the characterization of the Plan
as  an unfunded plan for purposes of ERISA.  Such trust shall make distributions
in  accordance  with  the  terms  of  the  Plan.

5.2     No Right to Continued Employment.  Neither the establishment of the Plan
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     nor the payment of any benefits thereunder nor any action of the Company or
an  Affiliated  Company shall be held or construed to confer upon any person any
legal  right  to  be  continued  in  the  employ of the Company or an Affiliated
Company.

5.3     Power  to Amend or Terminate.  The Board of Directors of the Company and
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the Committee are empowered to amend, modify or terminate this Plan at any time.

5.4     Transferability of Benefits.  The right to receive payment of disability
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     benefits  under  this  Plan  shall not be transferred, assigned or pledged.

5.5     Anticipation  of  Benefits.  A  disabled  Covered  Employee shall have a
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claim  upon  the  Company  or  an  Affiliated  Company only to the extent of the
monthly payments, if any, due such Employee up to and including the then current
     month,  and the Covered Employee shall not have a claim against the Company
or  an  Affiliated  Company  for any subsequent monthly payment unless and until
such  payments  shall  become  due  and  payable.

5.6     Taxes.  Disability  benefits  payable  under the Plan are taxable to the
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Covered  Employee.  Any  taxes required to be withheld under applicable federal,
state  or  local  tax  laws  or regulations may be withheld from any payment due
hereunder.

5.7     Missouri  Law  to  Govern.  Except  to  the extent preempted by ERISA or
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other federal law, all questions pertaining to the interpretation, construction,
     administration,  validity and effect of the provisions of the Plan shall be
determined  in  accordance  with  the  laws  of  the  State  of  Missouri.

5.8     Headings.  Headings  of  Articles  and sections of the Plan are inserted
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for  convenience  of  reference,  and  constitute  no  part  of  the  Plan.

     IN  WITNESS  WHEREOF,  the Company has caused this Plan to be executed by a
duly  authorized  officer  as  of the _____ day of ______________________, 2000.

     ENERGIZER  HOLDINGS,  INC.

     By:

     Title:

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                            ENERGIZER HOLDINGS, INC.
                       EXECUTIVE LONG TERM DISABILITY PLAN

                                    EXHIBIT A