ENERGIZER HOLDINGS, INC.
            EXECUTIVE GROUP PERSONAL EXCESS LIABILITY INSURANCE 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     "Board"  means  the  Board  of  Directors  of  Energizer  Holdings, Inc.

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

1.4     "Company"  means  Energizer  Holdings,  Inc.

1.5     "Eligible  Employee"  means  an  Employee who meets the requirements for
coverage  under  the  Plan  pursuant  to  Section  3.1.

1.6     "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.

1.7     "Plan"  means  the  Energizer  Holdings,  Inc.  Executive Group Personal
Excess  Liability  Insurance  Plan.

                              II.       ELIGIBILITY

2.1     Eligible  Employees.  The class of Employees eligible for coverage under
        --------------------
this  Plan  consists  of:

     (a)     Principal  Corporate  Officers  of  the  Company  or  an Affiliated
Company,  Vice  Presidents  of the administrative and operating divisions of the
Company  or  an  Affiliated  Company,

     (b)     Chairmen  of  the  Board,  Chief Executive Officers, Presidents and
Corporate  Vice  Presidents of an Affiliated Company which are designated by the
Committee  as  eligible  to  participate  in  this  Plan,  and

     (c)     if  presently  employed  by  the  Company or an Affiliated Company,
former  Vice Presidents of administrative and operating divisions of the Company
or  Affiliated  Company,  and  former  Chairmen  of  the  Board, Chief Executive
Officers, Presidents and Corporate Vice Presidents of a participating Affiliated
Company.

2.2     Termination  of  Coverage.  Services under this Plan will cease when the
        --------------------------
Eligible  Employee  is  no longer actively employed by the Company or Affiliated
Company.

                               III.       BENEFITS

     The  personal  excess  liability  coverage  available under the Plan is set
forth  in  Exhibit  A  attached  hereto.

                       IV.       AMENDMENT AND TERMINATION

     The  Board  and  the  Committee  are  each  empowered  to  amend, modify or
terminate  this  Plan  at  any  time.

     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:



<PAGE>
                            ENERGIZER HOLDINGS, INC.
            EXECUTIVE GROUP PERSONAL EXCESS LIABILITY INSURANCE PLAN

                                    EXHIBIT A


                                                                   April 1, 2000



PERSONAL  &  CONFIDENTIAL
-------------------------



                    GROUP PERSONAL EXCESS LIABILITY COVERAGE
                    ----------------------------------------

The  Company  has  purchased  a Group Personal Excess Liability Insurance Policy
which,  as  a Corporate Officer or Vice President, provides you excess liability
coverage  in  the amount of $5,000,000 for liability claims associated with your
homes,  vehicles,  watercraft, or individuals so long as the covered damages are
in  excess  of  underlying  insurance  coverage.  (Minimums  required  if  you
participate.)

As  part  of a comprehensive executive benefits plan the Company determined this
coverage  was  sufficiently  important  to  provide  "peace  of  mind" and allow
continued "job focus" in the event of a mishap and possible distracting personal
litigation.

Personal  investments  which  are  common, such as swimming pools, second homes,
boats,  and the increased liability risks associated with them combined with the
general  litigiousness  in  this country today support maintenance of the excess
coverage  the  Company  is pleased to provide you.  You will have imputed income
for  this benefit value but the Company will provide a gross up so it will truly
be  a  no-cost  benefit  to  you.

Please  note  enclosed:

1.     SPECIMEN  POLICY  -  defining  the  coverage
2.     COVERAGE  HIGHLIGHTS
3.     UNDERLYING  REQUIREMENTS  -  Coverages  you  must  have with your primary
insurance  prior  to  this  "excess"  taking  effect.
4.     Qs  &  As  -  Commonly  asked  questions  and  answers
5.     INDIVIDUAL  QUESTIONNAIRE
6.     POLICY  DOCUMENT

It  would  be  to your advantage to review these materials thoroughly along with
your  underlying policy coverages to determine their sufficiency or, in the case
of  Personal  Excess  coverage  you  may  now  have  -  its  redundancy.

Please  return  the  questionnaire  enclosed  to:

     The  Committee
[Address]
[Address]
St.  Louis,  MO  [Zip  Code]

     Phone:  (314)  _________________

Individual questions you may have can be addressed to the Committee at the phone
number above.  You will be notified in advance of any significant changes to the
Energizer  Group  Personal  Excess  Liability  Plan  in  which  you are covered.

     Sincerely,


     [Name]
     Vice  President  and
     Director,  Administration

<PAGE>
                     Group Personal Individual Questionnaire
                     ---------------------------------------


Name:          Primary  Residence  Address:

1.     Number  of  residences  owned or leased and occupied by you?     ________

2.     Number  of  residences  owned  and  not  occupied  by  you?     ________

3.     Number  of  licensed vehicles owned or leased by you, or a member of your
family  living  in  a  residence  owned  or  leased  by  you?     ________

4.     How  many  family  members are licensed drivers?  (Include all dependents
and  family  members  living  in  residences  you  own  or  lease.)     ________

     How  many  licensed  drivers  are  under  25  years  of  age?     ________

5.     How  many  recreational vehicles do you own?  (Non-licensed for road use,
such  as  snowmobiles,  ATV's,  golf  carts,  tractors)     ________

6.     How  many  watercraft  do  you  own?

     Under  26  feet  or  under  50  horsepower     ________

     26  feet  or  50  horsepower  or  more     ________

7.     List  all  motor vehicle violations for all licensed drivers for the past
three  years:





8.     List  all Liability Losses under your homeowners, personal automobile, or
                 ---------
watercraft  policies:  (Within  last  three  years)





<PAGE>
     GROUP
     PERSONAL  EXCESS
     LIABILITY  POLICY

                                COVERAGE SUMMARY

Named  and  address  of  Insured

c/o  ENERGIZER  HOLDINGS,  INC.     Policy  Number  __________
[Address]
[Address]     Issued  by  the  stock  insurance  company indicated below, herein
called  the  Company.
(Per  Endorsement)
ST.  LOUIS,  MISSOURI     CHUBB  CUSTOM  INSURANCE  COMPANY
     Incorporated  under  the  laws  of  Delaware,  herein  called  the Company.
Sponsoring  Organization  and  Address
CORPORATE OFFICERS, VICE PRESIDENTS OF THE ADMINISTRATIVE AND OPERATING DIVISION
OF  ENERGIZER  HOLDINGS,  INC.  (Per  Endorsement)     Producer  Number  0052600

V.     POLICY  PERIOD
From:  APRIL  1,  2000          To:     APRIL  1,  2001

VI.     PREMIUM
     Amount


VII.     LIMIT  OF  LIABILITY
5,000,000     Each  Occurrence
1,000,000     Excess  Uninsured  Motorists  Protection  Each  Occurrence

VIII.     REQUIRED  PRIMARY  UNDERLYING  INSURANCE
Personal  Liability  (Homeowners) for personal injury and property damage in the
minimum  amount  of  100,000  each  occurrence.

Registered  vehicles  in the minimum amount of 250,000/500,000 bodily injury and
100,000  property  damage;  or 300,000 single limit each occurrence.  Registered
vehicles  include  motorcycles  and  motorhomes.

Unregistered  vehicles  in  the  minimum  amount  of  100,000  bodily injury and
property  damage  each  occurrence.

Watercraft  less  than 26 feet and 50 engine rated horsepower or less for bodily
injury  and  property  damage  in the minimum amount of 100,000 each occurrence.

Watercraft  26 feet or longer or more than 50 engine rated horsepower for bodily
injury  and  property  damage  in the minimum amount of 100,000 each occurrence.

Uninsured  motorists  protection in the minimum amount of 250,000/500,000 bodily
injury  or  300,000  single  limit  occurrence.

FAILURE  TO COMPLY WITH THE REQUIRED PRIMARY UNDERLYING INSURANCE WILL RESULT IN
A  GAP  IN  COVERAGE.


<PAGE>
                                SCHEDULE OF FORMS

Policy  Number:     ____________________
Insured:          c/o  ENERGIZER  HOLDINGS,  INC.
               (Per  Endorsement)
Policy  Period  From:     APRIL  1,  2000  to  APRIL  1,  2001


The  following  is  a  schedule  of  forms  issued with the policy at inception:


FORM  NAME     FORM  NUMBER
----------     ------------
CONTRACT/POLICY  TERMS     __________     (__/__)
CCIC  -  SERVICE  OF  SUIT     __________     (__/__)
MANUSCRIPT     __________     (__/__)
MANUSCRIPT     __________     (__/__)
MANUSCRIPT     __________     (__/__)

<PAGE>








                                                                  GROUP PERSONAL
                                                                EXCESS LIABILITY
                                                                          POLICY

<PAGE>

                                          GROUP PERSONAL EXCESS LIABILITY POLICY
                                          --------------------------------------


                                  INTRODUCTION

This  is  your Chubb Group Personal Excess Liability Policy.  Together with your
Coverage  Summary,  it  explains  your  coverages  and  other conditions of your
insurance  in  detail.

This  policy  is  a contract between you and us.  READ YOUR POLICY CAREFULLY and
keep  it  in  a  safe  place.

AGREEMENT

We  agree  to  provide  the insurance described in this policy in return for the
premium  paid by the Sponsoring Organization and your compliance with the policy
conditions.

DEFINITIONS

In this policy, we use words in their plain English meaning.  Words with special
meanings  are  defined  in  the part of the policy where they are used.  The few
defined  terms  used  throughout  the  policy  are  defined  here:

YOU means the individual who is a member of the Defined Group shown as the Named
Insured  in  the  Coverage  Summary.

WE  and  US  mean  the  insurance  company  named  in  the  Coverage  Summary.

FAMILY  MEMBER means your relative who lives with you, or any other person under
25  in  your  care  or  your  relative's  care  who  lives  with  you.

SPONSORING  ORGANIZATION  means  the  entity,  corporation,  partnership or sole
proprietorship sponsoring and defining the criteria for qualification as a Named
Insured.

POLICY  means  your entire Group Personal Excess Liability Policy, including the
Coverage  Summary.

COVERAGE  SUMMARY  means  the  most  recent  Coverage  Summary we issued to you,
including  any  subsequent  coverage  amendments.

OCCURRENCE  means  a  loss or accident to which this insurance applies occurring
within  the policy period.  Continuous or repeated exposure to substantially the
same  general  conditions  unless  excluded  is considered to be one occurrence.

BUSINESS  means any employment, trade, occupation, profession, or farm operation
including  the  raising  or  care  of  animals.

DEFINED  GROUP means those individuals meeting the criteria for qualification as
Named  Insured  as  defined  by  the Sponsoring Organization and accepted by us.

                    GROUP PERSONAL EXCESS LIABILITY COVERAGE

This  part  of  your  Group  Personal  Excess Liability Policy provides you with
liability  coverage in excess of your underlying insurance anywhere in the world
unless  stated  otherwise  or  an  exclusion  applies.

PAYMENT  FOR  A  LOSS

AMOUNT  OF  COVERAGE

The  amount of coverage for liability is shown in the Coverage Summary.  We will
pay  on  your  behalf  up  to  that  amount  for  covered  damages  from any one
occurrence,  regardless  of  how  many  claims,  homes, vehicles, watercraft, or
people  are  involved  in  the  occurrence.

Any  costs  we pay for legal expenses (see Defense coverages) are in addition to
the  amount  of  coverage.

UNDERLYING  INSURANCE

We  will  pay  only  for  covered  damages in excess of all underlying insurance
covering  those  damages,  even  if the underlying coverage is for more than the
minimum  amount.

"Underlying  insurance"  includes  all  liability  coverage  that applies to the
covered  damages, except for other insurance purchased in excess of this policy.

-     any  person or organization with respect to their legal responsibility for
acts  or  omissions  of  you  or  a  family  member;  or
-     any  combination  of  the  above.

"Damages" means the sum that is paid or is payable to satisfy a claim settled by
us  or resolved by judicial procedure or by a compromise we agree to in writing.

"Personal  injury"  means  the  following  injuries,  and  resulting  death:
-     bodily  injury;
-     shock,  mental  anguish,  or  mental  injury;
-     false  arrest,  false  imprisonment,  or  wrongful  detention;
-     wrongful  entry  or  eviction;
-     malicious  prosecution  or  humiliation;  and
-     libel,  slander,  defamation  of  character,  or  invasion  of  privacy.

"Bodily  injury"  means physical bodily harm, including sickness or disease that
results  from  it,  and  required  care,  loss  of services and resulting death.

"Property  damage"  means physical injury to or destruction of tangible property
and  the  resulting  loss  of  its  use.  Tangible property includes the cost of
recreating  or  replacing  stocks,  bonds,  deeds, mortgages, bank deposits, and
similar  instruments,  but  does  not  include  the  value  represented  by such
instruments.

"Registered  vehicle"  means  any  motorized  land  vehicle  not  described  in
"unregistered  vehicle."

"Unregistered  vehicle"  means:  any  motorized land vehicle not designed for or
required  to  be  registered for use on public roads; any motorized land vehicle
which  is  in  dead  storage  at your residence; any motorized land vehicle used
solely  on  and  to  service  your  residence  premises;  or  golf  carts.

EXCESS  UNINSURED  MOTORISTS  PROTECTION

This  coverage  is  in  effect  only if excess uninsured motorists protection is
shown  in  the  Coverage  Summary.

We  cover  damages  for  bodily  injury  and property damage a covered person is
legally entitled to receive from the owner or operator of an uninsured motorized
land  vehicle.  We  cover these damages in excess of the underlying insurance or
the  Required  Primary  Underlying  Insurance, whichever is greater, if they are
caused  by  an  occurrence  during  the  policy period, unless otherwise stated.

AMOUNT OF COVERAGE.  The maximum amount of excess uninsured motorists protection
available  for  any  one occurrence is the excess uninsured motorists protection
amount  shown  in  the  Coverage  Summary  regardless  of the number of vehicles
covered by the Required Premium Underlying Insurance.  We will not pay more than
this  amount  in  any  one occurrence for covered damages regardless of how many
claims,  vehicles  or  people  are  involved  in  the  occurrence.

This  coverage  will  follow  form.

UNINSURED  MOTORISTS  PROTECTION  ARBITRATION

If  we  and a covered person disagree whether that person is legally entitled to
recover  damages from the owner or operator of an uninsured motor vehicle, or do
not  agree  as  to the amount of damages, either party may make a written demand
for  arbitration.  In this event, each party will select an arbitrator.  The two
arbitrators  will  select  a  third.  If they cannot agree on a third arbitrator
within  45  days,  either  may  request that the arbitration be submitted to the
American  Arbitration  Association.  When  the covered person's recovery exceeds
the  minimum  limit  specified  in  the  applicable  jurisdiction's  financial
responsibility  law,  each  party  will pay the expenses it incurs, and bear the
expenses  of  the  third  arbitrator  equally.  Otherwise,  we will bear all the
expenses  of  the  arbitration.

Unless  both  parties agree otherwise, arbitration will take place in the county
and state in which the covered person lives.  Local rules of law as to procedure
and  evidence  will  apply.  A  decision  agreed  to  by two arbitrators will be
binding  unless  the recovery amount for bodily injury exceeds the minimum limit
specified by the applicable jurisdiction's financial responsibility law.  If the
amount  exceeds  that limit, either party may demand the right to a trial.  This
demand must be made within 60 days of the arbitrator's decision.  If this demand
is not made, the amount of damages agreed to by the arbitrators will be binding.

WORKERS'  COMPENSATION  OR  DISABILITY.  We  do  not cover any damages a covered
person  is  legally  obligated  to  provide  under  any  workers'  compensation,
disability  benefits,  unemployment  compensation  or  similar  laws.  But we do
provide coverage in excess over any other insurance for damages a covered person
is  legally  obligated  to  pay  for  bodily  injury to a domestic employee of a
residence  covered under the Required Primary Underlying Insurance which are not
compensable  under  workers'  compensation,  unless  another  exclusion applies.

DIRECTOR'S  LIABILITY.  We  do  not  cover  any damages for any covered person's
actions or failure to act as an officer or member of a board of directors of any
corporation  or organization.  This exclusion does not apply to a not-for-profit
corporation  or  organization,  or  to a condominium or cooperative association.

DAMAGE  TO  COVERED  PERSON'S PROPERTY.  We do not cover any person for property
damage  to  property  owned  by  any  covered  person.

DAMAGE TO PROPERTY IN YOUR CARE.  We do not cover any person for property damage
to  property  rented  to,  occupied  by,  used by, or in the care of any covered
person, to the extent that the covered person is required by contract to provide
insurance.  But  we  do  cover  such  damages for loss caused by fire, smoke, or
explosion  unless  another  exclusion  applies.

DISCRIMINATION.  We  do  not cover any damages arising out of discrimination due
to  age,  race, color, sex, creed, national origin, or any other discrimination.

INTENTIONAL ACTS.  We do not cover any damages arising out of an act intended by
a covered person to cause personal injury or property damage, even if the injury
or  damage  is of a different degree or type than actually intended or expected.
An  intentional  act  is  one  whose  consequences could have been foreseen by a
reasonable  person.  But  we  do  cover  such damages if the act was intended to
protect  people  or  property  unless  another  exclusion  applies.

MOLESTATION,  MISCONDUCT  OR  ABUSE.  We do not cover any damages arising out of
any  actual,  alleged  or  threatened:
-     sexual  molestation;
-     sexual  misconduct  or  harassment;  or
-     abuse.

NONPERMISSIVE USE.  We do not cover any person who uses a motorized land vehicle
or  watercraft  without  permission  from  you  or  a  family  member.

BUSINESS  PURSUITS.  We  do  not  cover  any  damages  arising  out of a covered
person's  business  pursuits, investment or other for-profit activities, for the
account  of  a covered person or others, or business property except on a follow
form  basis.

But  we  do  cover  damages  arising  out  of  volunteer  work  for an organized
charitable, religious or community group, an incidental business away from home,
incidental  business  at home, incidental business property, incidental farming,
or  residence  premises  conditional business liability unless another exclusion
applies.  We  also  cover damages arising out of your ownership, maintenance, or
use  of  a  private  passenger  motor  vehicle in business activities other than
selling,  repairing,  servicing,  storing,  parking,  testing,  or  delivering
motorized  land  vehicles.

"Incidental  business  away  from  home" is a self-employed sales activity, or a
self-employed  business  activity normally undertaken by person under the age of
18  such as newspaper delivery, babysitting, caddying, and lawn care.  Either of
these  activities  must:
-     not  yield  gross  revenues  in  excess  of  $5,000  in  any  year;
-     have  no  employees  subject  to  worker's  compensation  or other similar
disability  laws;
-     conform  to  local,  state,  and  federal  laws.

"Incidental  business  at  home"  is  a  business  activity, other than farming,
conducted  on  your  residence  premises  which  must:
-     not  yield  gross revenues in excess of $5,000 in any year, except for the
business  activity  of  managing  one's  own  personal  investments;
-     have  no  employees  subject  to  worker's  compensation  or other similar
disability  laws;
-     conform  to  local,  state,  and  federal  laws.

ILLNESS.  We  do not cover personal injury or property damage resulting from any
illness,  sickness  or disease transmitted intentionally or unintentionally by a
covered  person  to  anyone,  or  any  consequence  resulting from that illness,
sickness  or  disease.  We  also  do  not  cover any damages for personal injury
resulting  from the fear of contracting any illness, sickness or disease, or any
consequence  resulting  from  the  fear  of contracting any illness, sickness or
disease.

PARENTAL LIABILITY.  We do not cover any damages arising from parental liability
for  the  acts  of a minor using a motorized land vehicle, watercraft 26 feet or
longer  or  with  more  than 50 engine rated horsepower, or aircraft.  But we do
cover  parental liability for the acts of a minor using a motorized land vehicle
or  watercraft  on a follow form basis for the type of motorized land vehicle or
watercraft  involved,  unless  another  exclusion  applies.

ENTRUSTMENT.  We  do  not  cover any damages arising from the entrustment by any
covered person of a motorized land vehicle, watercraft 26 feet or longer or with
more  than  50  engine  rated  horsepower, or aircraft to any person.  But we do
cover  entrustment  by  any  covered  person  of  a  motorized  land  vehicle or
watercraft  on  a  follow  form  basis for the type of motorized land vehicle or
watercraft  involved,  unless  another  exclusion  applies.

NUCLEAR  OR  RADIATION  HAZARD.  We  do not cover any damages caused directly or
indirectly  by  nuclear  reaction,  radiation,  or  radioactive  contamination,
regardless  of  how  is  was  caused.

                    NOTE: MISSING PAGE 8 OF 9 (SEE ORIGINAL)



<PAGE>
LIABILITY  CONDITIONS


YOUR  DUTIES  AFTER  A  LOSS

In  case  of  an  accident  or  occurrence, the covered person shall perform the
following  duties  that  apply:

NOTIFICATION.  You  must  notify us or your agent or broker as soon as possible.

ASSISTANCE.  You  must provide us with all available information.  This includes
any  suit  papers  or  other documents which help us in the event that we defend
you.

COOPERATION.  You  must  cooperate with us fully in any legal defense.  This may
include  any  association  by  us  with the covered person in defense of a claim
reasonably  likely  to  involve  us.

APPEALS

If  a  covered  person,  or  any primary insurer, does not appeal a judgment for
covered  damages,  we  may choose to do so.  We will then become responsible for
all  expenses,  taxable costs, and interest arising out of the appeal.  However,
the  amount  of  coverage  for  damages  will  not  be  increased.

SPECIAL  CONDITIONS

In  the  event  of  conflict  with  any  other  conditions of your policy, these
conditions  supersede.

LEGAL  ACTION  AGAINST  US

You agree not to bring action against us unless you have first complied with all
conditions  of  this  policy.  If  you  have  a loss, you agree not to bring any
action  against us until the obligation has been determined by final judgment or
a  written  agreement  by  us.

NOTICE  OF  CANCELLATION  AND  COVERAGE  TERMINATION  CONDITIONS

YOUR  CANCELLATION.  The  Sponsoring  Organization  may  cancel  this  policy by
returning  it  to  us  or  notifying  us  in  writing at any time subject to the
following:
-     the  Sponsoring  Organization  must  notify us in advance of the requested
cancellation  date;  and
-     the  Sponsoring  Organization  must  provide proof of notification to each
member  of  the  Defined  Group  covered  under  this  policy.

OUR CANCELLATION.  At our discretion we may cancel this policy by mailing to the
Sponsoring  Organization  at  the address shown on the Coverage Summary upon ten
(10)  days  notice  for non-payment of premium or thirty (30) days notice in all
other  cases.

TERMINATION.  Should  an individual for any reason no longer qualify as a member
of  the Defined Group, coverage will cease sixty (60) days from the date of such
termination,  or  the  policy  expiration  or cancellation date, whichever comes
first.

REFUND.  In  the  event of cancellation by the Sponsoring Organization or us, we
will  refund  any  unearned premium on the effective date of cancellation, or as
soon  as  possible  afterwards  to  the  Sponsoring  Organization.  The unearned
premium  will  be  computed  short  rate  for  the unexpired term of the policy.

In Witness Whereof, the company issuing this policy has caused this policy to be
signed  by  its  authorized  officers, but this policy shall not be valid unless
also  signed  by  a  duly  authorized  representative  of  the  company.

                         CHUBB CUSTOM INSURANCE COMPANY





     President     Secretary

<PAGE>


                                   ENDORSEMENT

Policy  Period          APRIL  1,  2000          to  APRIL  1,  2001

Effective  Date          APRIL  01,  2000

Policy  Number          ____________________

Insured               c/o  ENERGIZER  HOLDINGS,  INC.
     (Per  Endorsement)

Name  of  Company     CHUBB  CUSTOM  INSURANCE  COMPANY

Date  Issued          APRIL  1,  2000

     UNDER  CONDITIONS,  THE  FOLLOWING  CONDITION  IS  ADDED:

     In  the  event  we  fail  to  pay  any  amount claimed to be due under this
insurance  at  your  request  we  will  submit to the jurisdiction of a court of
competent  jurisdiction  within  the  United States of America.  Nothing in this
condition  constitutes  or  should  be  understood to constitute a waiver of our
rights  to  commence  an  action  in  any court of competent jurisdiction in the
United  States  or  to  remove an action to a United States District Court or to
seek  a  transfer  of  a  case  to another court as permitted by the laws of the
United  States  or  of  any  state  in  the  United  States.

     Service  of  process  in such suit may be made upon President, Chubb Custom
Insurance  Company, 15 Mountain View Road, P.O. Box 1615, Warren, NJ 07061-1615,
or  his/her  nominee.

     The  above named is authorized and directed to accept service of process on
our  behalf  in  any  such  suit  and/or  upon the request to give you a written
undertaking  that  we  will  enter a general appearance in the event such a suit
shall  be  instituted.
SERVICE
OF SUIT CONDITIONS     In accordance with any statute of any state, territory or
district  of  the  United States of America, which makes provision therefore, we
designate  the  Superintendent, Commissioner or Director of Insurance, Secretary
of  State or other officer or officers specified for that purpose in the statute
or  his  or  their  successor  or successors in office, as their true and lawful
attorney  upon  whom  may  be  served  any lawful process in any action, suit or
proceeding  instituted  by  or  on  your behalf or the behalf of any beneficiary
arising out of this contract of insurance, and hereby designate President, Chubb
Custom  Insurance  Company  or  his/her  nominee, as the person to whom the said
officer  is  authorized  to  mail  such  process  or  a  true  copy  thereof.


All  Other  Terms  And  Conditions  Remain  Unchanged.

Authorized  Representative
--------------------------
Date

<PAGE>
                                                   GROUP EXCESS LIABILITY POLICY


                                   ENDORSEMENT

Policy  Period          APRIL  1,  2000          to  APRIL  1,  2001

Effective  Date          APRIL  01,  2000

Policy  Number          ___________________

Insured               c/o  ENERGIZER  HOLDINGS,  INC.
     (Per  Endorsement)

Name  of  Company     CHUBB  CUSTOM  INSURANCE  COMPANY

Date  Issued          APRIL  1,  2000


               THIS POLICY IS SUBJECT TO THE FOLLOWING ENDORSEMENT

As  respects  to  Uninsured and Underinsured Motorists coverage provided by this
policy,  the  Limit of Liability set forth on the Coverage Page, Form 10-02-0691
(Ed. 8-96), is limited to $1,000,000.  Each Occurrence in Excess of the Required
Primary  Underlying  limits  of  $300,000.

It  is understood and agreed that this limit is included within, not in addition
to, the policy limit as stated on the Coverage Page, Form 10-02-0691 (Ed. 8-96).





ALL  OTHER  TERMS  AND  CONDITIONS  REMAIN  UNCHANGED.


Authorized  Representative
--------------------------

<PAGE>
                                                   GROUP EXCESS LIABILITY POLICY


                                   ENDORSEMENT

Policy  Period          APRIL  1,  2000          to  APRIL  1,  2001

Effective  Date          APRIL  01,  2000

Policy  Number          ___________________

Insured               c/o  ENERGIZER  HOLDINGS,  INC.
     (Per  Endorsement)

Name  of  Company     CHUBB  CUSTOM  INSURANCE  COMPANY

Date  Issued          APRIL  01,  2000


               THIS POLICY IS SUBJECT TO THE FOLLOWING ENDORSEMENT

It  is  hereby  agreed  that  the  Named  Insured  is  amended  to  read:

Corporate Officers, Vice Presidents of the Administrative and Operating Division
of  Energizer  Holdings,  Inc. and the Principle Corporate Officers of any other
controlled affiliate of Energizer Holdings, Inc. when officers are designated as
eligible  to  participate  by  the  Co-Chief  Executive  Officers.





ALL  OTHER  TERMS  AND  CONDITIONS  REMAIN  UNCHANGED.


Authorized  Representative
--------------------------

<PAGE>
                                                   GROUP EXCESS LIABILITY POLICY


                                   ENDORSEMENT

Policy  Period          APRIL  01,  2000     to  APRIL  1,  2001

Effective  Date          APRIL  01,  2000

Policy  Number          ___________________

Insured               c/o  ENERGIZER  HOLDINGS,  INC.
     (Per  Endorsement)

Name  of  Company     CHUBB  CUSTOM  INSURANCE  COMPANY

Date  Issued          APRIL  1,  2000


               THIS POLICY IS SUBJECT TO THE FOLLOWING ENDORSEMENT

The  Termination  Clause  on  page 9 of 9 of the Group Personal Excess Liability
contract  (form  10-02-0691)  is  hereby  amended  to  read  as  follows:

"Termination.  Should an individual for any reason no longer qualify as a member
shown  on  the  Schedule of Insureds endorsement, coverage will cease sixty (60)
days from the date of such termination, or the policy expiration or cancellation
date,  whichever  comes  first."






ALL  OTHER  TERMS  AND  CONDITIONS  REMAIN  UNCHANGED.


Authorized  Representative
--------------------------

<PAGE>
                         GROUP PERSONAL EXCESS LIABILITY
                               COVERAGE HIGHLIGHTS

-     Worldwide  Coverage  Territory

-     Defense  in  addition  to  the  limit

-     $1MM  sublimit  available  for  Excess  Uninsured  Motorists  protection

-     Personal  injury  claims  such  as  mental  anguish;  libel,  slander, and
defamation  of  character

-     Incidental  business  pursuits  with no employees not yielding revenues in
excess  of  $5,000

-     Incidental farming which does not produce more than $2,500 in gross annual
revenues

-     Supplemental  payments  - "all earnings lost by each covered person at our
request,  up  to  $250  a  day,  to  a  total  of  $10,000

-     Termination  -  coverage  will cease sixty (60) days from the date of such
termination,  or  policy  expiration or cancellation date, whichever comes first

<PAGE>
                     GROUP PERSONAL EXCESS LIABILITY POLICY


The  following  are  some  frequently  asked  questions:

1.     WHO  IS  INCLUDED  WITHIN  THE  GROUP  POLICY  AS  THE  NAMED  INSURED?

The named insured means the person shown as the named insured on the participant
    -------------
list  and  that  person's  spouse and any relative related by blood, marriage or
adoption  who  is  a resident of the same household.  Any other person under the
age  of  25  who  is  in  their  care, or a relative's care who lives with them.

2.     WHAT  IS  THE  LIMIT  OF  COVERAGE  PROVIDED  FOR  EACH  PARTICIPANT?

Each  participant  is  covered  for  the  limit  selected.  The  limit  applies
separately  to  each individual and is not subject to a policy aggregate.  There
may be more than one limit available on the Group policy.  For example, coverage
can  be  purchased  for  $5,000,000  and $10,000,000.  Each participant would be
identified  and premium paid for the coverage limit they selected. Defense costs
are  outside  the  policy  limit.

3.     IS  PERSONAL  INJURY  INCLUDED?

Yes.  Personal  Injury  means:  (a) Bodily injury, shock, mental anguish, mental
injury, sickness or disease, including death; (b) Injury because of false arrest
or imprisonment, malicious prosecution, wrongful entry or eviction, humiliation,
libel,  slander,  defamation  of  character  or  invasion  of  privacy.

4.     WHAT IS EXCESS UNINSURED/UNDERINSURED MOTORISTS COVERAGE AND WHY IS IT SO
IMPORTANT?

Should  you  or  a  member  of  your  family  be involved in an accident with an
uninsured/underinsured  driver, this coverage will reimburse you for the damages
you  should  have  been able to collect from the other driver's insurance, i.e.:
loss of income/ future earnings, short term/long term medical expenses, pain and
suffering.  Also,  this  coverage  would  respond if you or a family member were
injured  by  an  uninsured/ underinsured driver as a pedestrian or in a "hit and
run"  occurrence.

5.     IS COVERAGE INCLUDED WHILE SERVING AS DIRECTOR OR OFFICER OF A NON-PROFIT
ORGANIZATION?

Yes.  Coverage  for  personal  injury  or  property  damage  claims arising from
activities  as  a  Director  or  Officer  of  a non-profit organization, or to a
condominium  or  cooperative  association.

6.     ARE  PROFESSIONAL  AND  BUSINESS  ACTIVITIES  INCLUDED?

Coverage  is  provided  on  a  follow  form basis (i.e., coverage is included in
primary  homeowners,  personal automotive policies), subject to the restrictions
set  forth  in  the  policy.

7.     CAN  THE  POLICY  BE  CONVERTED  TO  A  PERSONAL  UMBRELLA  POLICY IF THE
PARTICIPANT  LEAVES  THE  FIRM  (OTHER  THAN RETIREMENT REASONS) OR IF THE GROUP
POLICY  CEASES  TO  EXIST?

No.  The  policy  is  not  convertible.  The  participant  would have to replace
coverage  through  their personal insurance broker.  The policy provides a grace
period  for  coverage  to  be  terminated  after  60  days.

8.     CAN  I KEEP MY CURRENT UMBRELLA POLICY IN EFFECT IF I PARTICIPATE IN THIS
PROGRAM?

Yes.  The  Group  Umbrella  limit would be in addition to your individual limit.
With  the  high  limits  and broad coverage available through the Group Personal
Excess Liability Policy, there should be no need to continue a separate Personal
Umbrella  unless it is needed to comply with required underlying limits.  Should
you  decide  to  keep  in place your Personal Umbrella Policy, we suggest that a
copy  of  your  current  Umbrella  wording be reviewed to determine how it would
respond  to  a  loss.

9.     ARE  MY CHILDREN WHO ARE AWAY AT COLLEGE COVERED UNDER MY PERSONAL EXCESS
LIABILITY  POLICY?

Yes,  as  long  as  they maintain that your household is their primary residence
when  not  at  college.  Note:  if  they  have their own insurance, their policy
should  also  be  written  with  the  required underlying limits or there will a
self-insured  gap.

10.     AM  I INSURED FOR EXCESS AUTOMOBILE LIABILITY COVERAGE WHEN I RENT A CAR
FOR  PERSONAL  REASONS  OR  WHEN  I  AM  ON  VACATION  ABROAD?

In most states, your primary Automobile policy will apply to rentals in the U.S.
-  check  with  your  insurance  agent.  If it does not, you need to request the
maximum Automobile Liability limits available from the rental car company.  This
would  also  apply to rentals abroad.  A rental is considered a short term of 30
days  or less.  Anything over that time period would necessitate your purchasing
the  required  underlying auto limits of $250,000/$500,000 and $100,000 property
damage  or  $300,000  combined  single  limit.  Note:  There is no auto physical
damage  (comprehensive  or  collision)  provided  by  this  policy.

11.     WHAT  ARE  THE  CONSEQUENCES  IF  I  CAN'T  OR DON'T OBTAIN THE REQUIRED
UNINSURED/UNDERINSURED  MOTORISTS  LIMITS  OF  $250,000/$500,000  AND  $100,000
PROPERTY  DAMAGE  OR  $300,000  COMBINED  SINGLE  LIMIT?

You  will  be  self-insured  (uninsured)  for  the  gap  between  the
Uninsured/Underinsured Motorists limits you have on your primary auto policy and
the required underlying limits of $250,000/$500,000 and $100,000 property damage
or  $300,000  combined  single  limit.

12.     WHAT  DO  I DO IF I CANNOT GET THE REQUIRED LEVEL OF UNDERLYING COVERAGE
FOR  UNINSURED/UNDERINSURED  MOTORISTS?

Ask  your  insurance  agent  to  find  an insurance company that can provide the
required  coverage.  You  can also purchase an Excess Liability policy, but make
sure it covers all family members in your household and all of your vehicles; it
must  also  provide  uninsured/underinsured  motorist  coverage.  Not all Excess
Liability  policies  include  this  coverage.

13.     AM  I  COVERED  FOR  MY  VACATION  HOME  THAT  IS  RENTED  OUT?

The  policy  has a business pursuits exclusion; however, this exclusion does not
apply  to  a  1,  2,  3, or 4 family dwelling that you rent out as long as it is
insured under a personal comprehensive liability policy with a limit of at least
$100,000.

14.     MY  NEIGHBOR  AND  I  JOINTLY  OWN  A  VACATION  HOME.  AM  I  COVERED?

Yes.  For  your  interests only, as long as the home is insured under a personal
comprehensive  liability  policy  (not  a  commercial policy) with a limit of at
least  $100,000 and you are a named insured on the policy.  Your neighbor is not
covered  under  your  policy.

15.     MY  CHILD,  WHO IS A RESIDENT OF MY HOUSEHOLD, HAS A MINIBIKE/MOPED/GOLF
CART  THAT  IS  NOT  LICENSED  FOR  ROAD  USE.  AM  I  COVERED?

You  should  have  Comprehensive  Personal  Liability  coverage  with a limit of
$100,000  (check your homeowner's policy; it may provide coverage for unlicensed
recreational  vehicles).

16.     I  RACE  MY  BOAT  ON  THE  WEEKENDS.  AM  I  COVERED?

Yes,  if  you  are racing a sailboat.  However, coverage is not provided for any
car,  motorcycle,  recreational vehicle or other watercraft while practicing for
or  taking  part  in  a  competitive  race.

17.     I  OWN  OR  RENT  AN  AIRCRAFT  AND  PILOT IT AS A HOBBY.  AM I COVERED?

No.  Coverage  is  not  provided  for  the ownership, maintenance, or use of any
aircraft.  However,  this  does  not apply to an aircraft chartered with a pilot
and  crew  by  the  insured.