ENERGIZER HOLDINGS, INC.
                            ------------------------
                           DEFERRED COMPENSATION PLAN
                           --------------------------



                              TABLE  OF  CONTENTS

ARTICLE     PAGE
-------     ----

ARTICLE  I
INTRODUCTION                                                             1
1.1     NAME  OF  PLAN/PURPOSE.                                          1
1.2     "TOP  HAT"  RETIREMENT  BENEFIT  PLAN.                           1
1.3     EFFECTIVE  DATE.                                                 1
1.4     ADMINISTRATION.                                                  1
1.5     APPENDICES.                                                      1
ARTICLE  II
DEFINITIONS  AND  CONSTRUCTION                                           1
2.1     DEFINITIONS.                                                     1
2.2     NUMBER  AND  GENDER.                                             5
2.3     HEADINGS.                                                        5
ARTICLE  III
PARTICIPATION  AND  ELIGIBILITY                                          6
3.1     ELIGIBILITY.                                                     6
3.2     PARTICIPATION.                                                   6
3.3     DURATION  OF  PARTICIPATION.                                     6
ARTICLE  IV
DEFERRAL  AND  MATCHING  CONTRIBUTIONS                                   7
4.1     DEFERRALS  BY  PARTICIPANTS.                                     7
4.2     EFFECTIVE  DATE  OF  DEFERRED  COMPENSATION  AGREEMENT.          7
4.3     MODIFICATION  OR  REVOCATION  OF  ELECTION  OF  PARTICIPANT.     7
4.4     MATCHING  CONTRIBUTIONS.                                         8
4.5     MANDATED  DEFERRALS.                                             8
ARTICLE  V
VESTING                                                                  9
5.1     VESTING  IN  BASE  SALARY  DEFERRALS  AND  BONUS  DEFERRALS.     9
5.2     VESTING  IN  MATCHING  CONTRIBUTIONS.                            9
5.3     DEFERRAL  PERIODS.                                               9
ARTICLE  VI
ACCOUNTS                                                                10
6.1     ESTABLISHMENT  OF  BOOKKEEPING  ACCOUNTS.                       10
6.2     SUBACCOUNTS.                                                    10
6.3     INVESTMENT  OF  ACCOUNTS.                                       10
6.4     HYPOTHETICAL  NATURE  OF  ACCOUNTS.                             11
ARTICLE  VII
PAYMENT  OF  ACCOUNT                                                    12
7.1     TIMING  OF  DISTRIBUTION  OF  BENEFITS.                         12
7.2     ADJUSTMENT  FOR INVESTMENT GAINS AND LOSSES UPON A DISTRIBUTION 12
7.3     FORM  OF  PAYMENT  OR  PAYMENTS.                                12
7.4     DEATH  BENEFITS                                                 13
7.5     DESIGNATION  OF  BENEFICIARIES.                                 13
7.6     UNCLAIMED  BENEFITS.                                            13
7.7     WITHDRAWAL.                                                     13
ARTICLE  VIII
ADMINISTRATION                                                          14
ARTICLE  IX
AMENDMENT  AND  TERMINATION                                             15
ARTICLE  X
GENERAL  PROVISIONS                                                     16
10.1     NON-ALIENATION  OF  BENEFITS.                                  16
10.2     CONTRACTUAL  RIGHT  TO  BENEFITS  FUNDING.                     16
10.3     INDEMNIFICATION  AND  EXCULPATION.                             16
10.4     NO  EMPLOYMENT  AGREEMENT.                                     16
10.5     CLAIMS  FOR  BENEFITS.                                         17
10.6     SUCCESSOR  TO  COMPANY.                                        17
10.7     SEVERABILITY.                                                  17
10.8     ENTIRE  PLAN.                                                  17
10.9     PAYEE  NOT  COMPETENT.                                         18
10.10     TAX  WITHHOLDING.                                             18
10.11     GOVERNING  LAW.                                               18

<PAGE>

                            ENERGIZER HOLDINGS, INC.
                           DEFERRED COMPENSATION PLAN


                                    ARTICLE I

                                  INTRODUCTION


1.1     NAME  OF  PLAN/PURPOSE.

          ENERGIZER HOLDINGS, INC.  ("Company") hereby establishes the ENERGIZER
HOLDINGS,  INC.  DEFERRED  COMPENSATION  PLAN ("Plan") which Plan is an unfunded
deferred  compensation  plan for the benefit of certain designated management or
highly  compensated employees and Directors of the Company and its Subsidiaries.
This  Plan  is  intended  to  provide,  in  part, certain eligible employees and
Directors  of the Company and its Subsidiaries the opportunity to defer elements
of  their  compensation or fees and to receive the benefit of additions to their
deferrals.

1.2     "TOP  HAT"  RETIREMENT  BENEFIT  PLAN.

          The  Plan  is  intended  to  be  a  nonqualified  unfunded  deferred
compensation  plan.  The Plan is maintained for Directors and for a select group
of  management  or  highly  compensated employees and, therefore, it is intended
that  the  Plan  will  be exempt from Parts 2, 3 and 4 of Title I of ERISA.  The
Plan  is  not  intended  to  qualify  under  Code  section  401(a).

1.3     EFFECTIVE  DATE.

          The  Plan  is  effective  as  of  April  1,  2000.

1.4     ADMINISTRATION.

          The  Plan  shall be administered by the Committee described in Article
VIII.

1.5     APPENDICES.

          The Plan may be amplified or modified from time to time by Appendices.
Each  Appendix  forms a part of the Plan and its provisions shall supersede Plan
provisions  as  necessary  to  eliminate  any  inconsistencies.

<PAGE>
                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION


2.1     DEFINITIONS.

          For  purposes of the Plan, the following words and phrases, whether or
not  capitalized, shall have the respective meanings set forth below, unless the
context  clearly  requires  a  different  meaning:

          (a)     "ACCOUNT"  means  the bookkeeping account maintained on behalf
of  each  Participant  pursuant  to Article VI that is credited with Base Salary
Deferrals,  Bonus  Deferrals, Matching Contributions, and Director Fee Deferrals
pursuant  to  Article  IV, amounts credited to the Ralston Plan Account, and the
earnings and losses on such amounts as determined in accordance with Article VI.
Account  also shall include the amounts credited as of March 31, 2000 (including
amounts  attributable  to services performed on or before March 31, 2000 and not
paid  until after such date but that are subject to a deferral election pursuant
to  the  Ralston  Plan)  under  the  Ralston  Plan.

          (b)     "ACQUIRING  PERSON" means any person or group of Affiliates or
Associates  who  is  or becomes the beneficial owner, directly or indirectly, of
shares  representing  20%  or  more  of the total votes of the outstanding stock
entitled  to  vote  at  a  meeting  of  shareholders.

          (c)     "AFFILIATE"  or  "ASSOCIATE" shall have the meanings set forth
in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act  of  1934,  as  amended.

          (d)     "AFFILIATED  COMPANY"  means  any  corporation  or  business
organization during any period during which it is a member of a controlled group
of  corporations  or  trades  or  businesses within the meaning of Code sections
414(b)  and  414(c),  which  controlled  group  includes the Company, or it is a
member of an affiliated service group within the meaning of Code section 414(m),
which  affiliated  service  group  includes  the  Company.

          (e)     "BASE  SALARY"  means, with respect to an Employee, the annual
cash  compensation  relating  to  services  performed  during any calendar year,
whether  or  not  actually paid in such calendar year or included on the Federal
Income  Tax  Form  W-2  for  such calendar year, excluding bonuses, commissions,
overtime,  fringe  benefits,  stock  options,  relocation  expenses,  incentive
payments,  non-monetary  awards, and other fees, automobile and other allowances
paid  to  a  Participant  for  employment services rendered (whether or not such
allowances  are  included in the Employee's gross income).  Base Salary shall be
calculated before reduction for compensation voluntarily or mandatorily deferred
or  contributed  by  the  Participant pursuant to all qualified or non-qualified
plans  of  the  Company  and  any  Subsidiary and shall be calculated to include
amounts  not  otherwise  included  in  the Participant's gross income under Code
Sections  125,  402(e)(3), 402(h) or 403(b) pursuant to plans established by the
Company;  provided  however,  that  all  such  amounts  will  be  included  in
compensation  only  to  the extent that, had there been no such plan, the amount
would  have  been  payable  in  cash  to  the  Employee.

          (f)     "BASE  SALARY  DEFERRAL"  means  the amount of a Participant's
Base  Salary  which  the  Participant elects to have withheld on a pre-tax basis
from  his  Base  Salary  and  credited  to  his Account pursuant to Section 4.1.

          (g)     "BENEFICIAL  OWNER" shall mean a person who shall be deemed to
have  acquired  "beneficial  ownership"  of,  or  to  "beneficially  own,"  any
securities:

               (i)     which  such  person  or any of such persons Affiliates or
Associates  beneficially  owns,  directly  or  indirectly;

               (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  currently  exercisable
conversion  or  exchange  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 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 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  or  disposing  of  any  securities  of  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 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.

          (h)     "BENEFICIARY"  means  the  person  or entity designated by the
Participant  to  receive  benefits  which  may  be  payable  on  or  after  the
Participant's  death  in  accordance  with  Section  7.4.

          (i)     "BOARD"  means  the  Board  of  Directors  of  the  Company.

          (j)     "BONUS COMPENSATION" means the amount awarded to a Participant
for  a  Plan  Year  under  any  bonus  plan  maintained  by the Company and/or a
Subsidiary  which  the  Committee  permits  to  be  deferred  under  the  Plan.

          (k)     "BONUS  DEFERRAL"  means  the  amount of a Participant's Bonus
Compensation  which  the  Participant elects to have withheld on a pre-tax basis
from his Bonus Compensation and credited to his Account pursuant to Section 4.1.

          (l)     "CHANGE OF CONTROL" shall mean the time when (a) any Acquiring
person,  either  individually  or  together  with  such  person's  Affiliates or
Associates,  shall  have become the Beneficial Owner, director or indirectly, of
more than 20% of the total votes of the outstanding stock of Energizer Holdings,
Inc.;  (b)  individuals  who  shall  qualify  as Continuing Directors shall have
ceased  for  any reason to constitute at least a majority of the Board; or (c) a
majority  of  the  individuals  who  shall qualify as Continuing Directors shall
approve  a  declaration  that  a  Change  of  Control  has  occurred.

          (m)     "CODE"  means  the  Internal Revenue Code of 1986, as amended,
and  all  valid  regulations  thereunder.

          (n)     "COMMITTEE"  means the Committee appointed by the President of
the  Company  which  administers  the  Plan  in  accordance  with  Article VIII.

          (o)     "COMPANY"  means  Energizer  Holdings,  Inc. and any successor
thereto.

          (p)     "CONTINUING  DIRECTOR"  means  any  member of the Board, while
such  person  is a member of such Board, who is not an Affiliate or Associate of
an Acquiring Person or of any such Acquiring Person's Affiliate or Associate and
was  a  member of such Board prior to the time when such Acquiring Person became
an  Acquiring  Person,  and  any  successor of a Continuing Director, while such
successor  is  a  member  of  such  Board,  who is not an Acquiring Person or an
Affiliate  or Associate of an Acquiring Person or a representative or nominee of
an  Acquiring  Person  or of any Affiliate or Associate of such Acquiring Person
and  is  recommended or elected to succeed the Continuing Director by a majority
of  the  Continuing  Directors.

          (q)     "DEFERRAL  PERIOD"  means  the  period  of  time  for  which a
Participant  elects  to  defer  receipt  of  Base  Salary  Deferrals  and  Bonus
Deferrals,  credited  to  such  Participant's  Account  for a Plan Year, and the
earnings  thereon.  A  Participant's  election  of  a  Deferral Period made with
respect  to  Bonus  Deferrals  for  a  Plan  Year (i) may be different from such
election  with  respect  to  Salary Deferrals for such Plan Year, and (ii) shall
apply  to  Matching Contributions made by the Company with respect to such Bonus
Deferrals  for  such  Plan  Year.

          (r)     "DEFERRALS"  means (i) with respect to a Participant who is an
Employee, Base Salary Deferrals and/or Bonus Deferrals, and (ii) with respect to
a  Participant  who  is  a  Director,  Director  Fee  Deferrals.

          (s)     "DEFERRED  COMPENSATION AGREEMENT" means the written agreement
or  electronic means by which a Participant elects the amount of Deferrals for a
Plan  Year,  the  Deferral Period, the deemed investment and the form of payment
for  the  Deferrals  and  Matching Contributions, credited to such Participant's
Account  for  a  Plan  Year, and the earnings thereon.  A Participant's election
with  respect  to  the  amount  of  Salary  Deferrals and investment and form of
payment  of  such  Salary  Deferrals  for a Plan Year may be different from such
elections  with  respect to Bonus Deferrals for such Plan Year.  A Participant's
election  on  a  Deferred  Compensation  Agreement  made with respect to a Bonus
Deferral  for  a  Plan  Year  shall  apply to Matching Contributions made by the
Company  with  respect  to  such  Bonus  Deferrals  for  such  Plan  Year.

          (t)     "DIRECTOR"  means  any  member  of  the  Board or the board of
directors  of  a Subsidiary and who is not an officer or Employee of the Company
or  a  Subsidiary.

          (u)     "DIRECTOR  FEE  DEFERRALS"  means  the amount of Director Fees
which a Participant elects to have withheld on a pre-tax basis from his Director
Fees  and  credited  to  his  Account  pursuant  to  Section  4.1.

          (v)     "DIRECTOR  FEES"  means the amount of cash paid to a Director,
including  but  not  limited  to  board of director fees, committee fees, annual
retainer  director  fees and such other amounts paid to a Director, for services
as  a  Director  of  the  Company  or  a  Subsidiary.

          (w)     "DISABILITY"  means  such  physical  or  mental  illness  that
prevents  the  Participant  from  performing  his regular duties for the Company
and/or  Subsidiary,  as  determined  by  the  Committee.

          (x)     "EFFECTIVE  DATE"  means  April  1,  2000.

          (y)     "EMPLOYEE"  means any common-law employee of the Company or an
Affiliated  Company.

          (z)     "ERISA"  means  the Employee Retirement Income Security Act of
1974,  as  amended.

          (aa)     "MARKET  VALUE"  means the average of the closing stock price
of the Stock as reported by the New York Stock Exchange - Composite Transactions
during the ten (10) trading days immediately preceding the date in question, or,
if the Stock is not quoted on such composite tape or if such Stock is not listed
on  such exchange, on the principal United States securities exchange registered
under  the  Securities  Exchange  Act of 1934, as amended, on which the Stock is
listed,  or  if the Stock is not listed on any such exchange, the average of the
closing  bid quotations with respect to a share of the Stock during the ten (10)
days  immediately  preceding  the  date  in  question on the NASDAQ Stock Market
National  Market  System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of the Stock
as  determined  by  a  majority  of  the  Continuing  Directors  in  good faith.

          (bb)     "MATCHING  CONTRIBUTION" means the amount of the contribution
made by the Company and/or a Subsidiary on behalf of a Participant who elects to
make  Bonus  Deferrals to the Plan for a Plan Year, subject to the provisions of
Section  4.4.

          (cc)     "PARTICIPANT"  means  each Employee who has been selected for
participation  in  the  Plan  and  each  Director  who  has become a Participant
pursuant  to  Article  III.

          (dd)     "PLAN"  means  the  ENERGIZER  HOLDINGS,  INC.  DEFERRED
COMPENSATION  PLAN,  as  amended  from  time  to  time.

          (ee)     "RALSTON  PLAN"  means  the  Ralston  Purina Company Deferred
Compensation  Plan  for  Key  Employees.

          (ff)     "RALSTON  PLAN  ACCOUNT" means the amounts credited on behalf
of  a  Participant  under  the  Ralston  Plan  as  of  March  31,  2000.

          (gg)     "RETIREMENT"  means,  with  respect to a Participant who is a
Director, the Director's resignation or removal as a Director of the Company and
Subsidiaries  following  attainment  of  age  70.

          (hh)     "PLAN  YEAR"  means  the  twelve-consecutive  month  period
commencing  January  1  of  each year and ending on December 31, except that the
first  Plan  Year  shall  be the period beginning on April 1, 2000 and ending on
December  31,  2000.

          (ii)     "STOCK" means shares of the Company's common stock, par value
$.01  per  share, which consists of shares of a class of common stock designated
as  Energizer  Common Stock ("ENR Stock") or any such other security outstanding
upon  the  reclassification  or  redesignation of the Company's ENR Stock or any
other  outstanding  class  or  series of common stock of the Company, including,
without  limitation,  any  stock  split-up, stock dividend, creation of tracking
stock, or other distributions of stock in respect of stock, or any reverse stock
split-up,  or  recapitalization of the Company or any merger or consolidation of
the Company with any Affiliate, or any other transaction, whether or not with or
into  or  otherwise  involving  an  Acquiring  Person.

          (jj)     "STOCK  UNIT"  means  a  stock unit that is equivalent to one
share  of  Stock.

          (kk)     "SUBSIDIARY" means any trade or business under common control
with  the  Company  as  defined  in  Code  Section  1563(a)(1).

          (ll)     "TERMINATION  FOR CAUSE" means a Participant's termination of
employment  with  the  Company  and  its  Subsidiaries  because  the Participant
willfully  engaged  in  gross misconduct; provided, however, that a "Termination
for  Cause"  shall  not  include  a  termination  attributable to: (i) poor work
performance,  bad judgment or negligence on the part of the Participant; or (ii)
an  act or omission reasonable believed by the Participant in good faith to have
been  in  or  not  opposed  to the best interests of his employer and reasonably
believed  by  the  Participant  to  be  lawful.

          (mm)     "TRUST"  means the fund established in consequence of and for
the  purpose  of  the Plan, to be held in trust by the Trustee, from which Trust
benefits  under  the  Plan  may  be  paid.

          (nn)     "TRUST  AGREEMENT"  means  the  Trust  under  the  Energizer
Holdings,  Inc.  Deferred Compensation Plan made and entered into by the Company
with  the  Trustee  pursuant  to the Plan, as said Agreement may be amended from
time  to  time.

          (oo)     "TRUSTEE" means any person, persons or corporation designated
by  the  Company  from  time to time to hold, invest and disburse, in accordance
with  the  Plan  and  Trust  Agreement,  the  assets  of  the  Plan.

          (pp)     "VALUATION DATE" means the last business day of each calendar
quarter,  unless  changed  by  the  Committee,  and  each special valuation date
designated  by  the  Committee.

2.2     NUMBER  AND  GENDER.

          Wherever  appropriate  herein,  words  used  in  the singular shall be
considered  to  include  the  plural  and  words  used  in  the  plural shall be
considered  to  include  the singular.  The masculine gender, where appearing in
the  Plan,  shall  be  deemed  to  include  the  feminine  gender.

2.3     HEADINGS.

          The  headings  of Articles and Sections herein are included solely for
convenience  and do not bear on the interpretation of the text.  If there is any
conflict between such headings and the text of the Plan, the text shall control.
As used in the Plan, the terms "Article", "Section" and "Appendix" mean the text
that  accompanies  the  specified  Article,  Section  or  Appendix  of the Plan.

<PAGE>
                                   ARTICLE III

                          PARTICIPATION AND ELIGIBILITY


3.1     ELIGIBILITY.

     (a)     Employees  -  The  Committee  shall  select  who  is  eligible  to
             ---------
participate  in  the  Plan  from  among  the  management  and highly compensated
Employees  of the Company and its Subsidiaries who are subject to the income tax
laws  of  the  United States.  In making its selections hereunder, the Committee
shall  take  into  consideration  the  nature  of the services rendered or to be
rendered  to  the  Company  and its Subsidiaries by an Employee, his present and
potential  contribution  to the success of the Company and its Subsidiaries, and
such other factors as the Committee deems relevant in accomplishing the purposes
of  the  Plan. The Committee shall notify each Participant of his selection as a
Participant.

     (b)     Directors  -  A  Director  is  eligible to participate in the Plan.
             ---------

3.2     PARTICIPATION.

          An Employee or Director shall become a Participant effective as of the
date  the  Committee  determines,  which  date shall be on or after the date his
Deferred Compensation Agreement becomes effective.  Subject to the provisions of
Section 3.3 a Participant shall remain eligible to continue participation in the
Plan for each Plan Year following his initial year of participation in the Plan.

3.3     DURATION  OF  PARTICIPATION.

     (a)     Employee  -  A  Participant  who is an Employee shall cease to be a
             --------
Participant  as  of the date on which his or her employment with the Company and
all Subsidiaries terminates or is deemed terminated by the Company, the date the
Committee terminates such Participant's participation in the Plan or the date on
which  the  Plan  terminates,  whichever  date  is earliest.  Any such Committee
action  shall be communicated to such Participant prior to the effective date of
such  action.

          If the Committee determines in good faith that a Participant no longer
qualifies  as  a  member  of  a select group of management or highly compensated
employees,  as  membership  in  such  group is determined in accordance with the
provisions  of  Section  201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee
shall  have  the  right,  in  its sole discretion, to (i) terminate any deferral
election  the  Participant  has made for the remainder of the Plan Year in which
the  Participant's  membership changes, (ii) prevent the Participant from making
future  deferral elections and/or (iii) immediately distribute the Participant's
Account  in  which he is vested and terminate the Participant's participation in
the  Plan.

     (b)     Director  -  A  Participant  who  is a Director shall cease to be a
             --------
Participant  as  of  the  date on which he ceases to be a Director, the date the
Committee terminates such Participant's participation in the Plan or the date on
which  the  Plan  terminates,  whichever  date  is earliest.  Any such Committee
action  shall be communicated to such Participant prior to the effective date of
such  election.

<PAGE>
                                   ARTICLE IV

                       DEFERRAL AND MATCHING CONTRIBUTIONS


4.1     DEFERRALS  BY  PARTICIPANTS.

     (a)     Deferred  Elections  by Participants - Before the first day of each
             ------------------------------------
Plan  Year  (or  the  remaining  portion thereof for an Employee or Director who
commences participation in the Plan other than on the first day of a Plan Year),
a  Participant  may  file  with  the Committee a Deferred Compensation Agreement
pursuant  to which such Participant elects to make Deferrals for such Plan Year.
Any  such  Participant  election  shall  be  subject  to  any maximum or minimum
percentage or dollar amount limitations and to any other rules prescribed by the
Committee  in  its  sole  discretion.

     (b)     Effect  of Termination on Deferral Election - Base Salary Deferrals
             -------------------------------------------
will  be  credited to the Account of each Participant as of the last day of each
calendar month, provided that such Participant is an Employee on the last day of
such  calendar  month.  A  Participant  whose  employment  terminates during the
calendar month shall be paid in cash the amount of his Base Salary Deferrals for
such month.  Bonus Deferrals will be credited to the Account of each Participant
as  soon  as  administratively  feasible after such Bonus Compensation otherwise
would  have  been paid to the Participant in cash, provided that the Participant
is  an  Employee  as  of  such  date.  A Participant whose employment terminates
before  his  Bonus Compensation would have been paid to him in cash will be paid
his  Bonus  Deferral  in  cash.  Director  Fee Deferrals will be credited to the
Account  of  each  Participant  as  soon as administratively feasible after such
Director  Fees  otherwise  would  have  been  paid  to  the Participant in cash,
provided  that  the  Participant  is  a Director as of such date.  A Participant
whose  relationship as a Director terminates before his Director Fees would have
been  paid  to  him  in  cash  will  be paid his Director Fee Deferrals in cash.

4.2     EFFECTIVE  DATE  OF  DEFERRED  COMPENSATION  AGREEMENT.

          A  Participant's  initial  Deferred  Compensation  Agreement  shall be
effective  as  of  the date the Participant commences participation in the Plan.
Each  subsequent  Deferred  Compensation Agreement shall become effective on the
first  day  of  the  Plan  Year  to which it relates.  If a Participant fails to
complete a Deferred Compensation Agreement on or before the date the Participant
commences  participation  in  the  Plan  or  the first day of any Plan Year, the
Participant  shall be deemed to have elected not to make Deferrals for such Plan
Year (or remaining portion thereof if the Participant enters the Plan other than
on  the  first  day  of  a  Plan  Year).

4.3     MODIFICATION  OR  REVOCATION  OF  ELECTION  OF  PARTICIPANT.

          A  Participant  may  not  discontinue  or  change  the  amount  of his
Deferrals  during  a  Plan  Year.  Under  no  circumstances  may a Participant's
Deferred  Compensation  Agreement  be  made,  modified or revoked retroactively.


<PAGE>
4.4     MATCHING  CONTRIBUTIONS.

          For  each  Plan Year, the Company and/or its Subsidiaries shall make a
Matching  Contribution  with  respect  to  a  Participant's  Bonus Deferrals and
Director  Fee  Deferrals  for such Plan Year that are invested in the Stock Unit
fund  pursuant  to  Section 6.3; provided however, that such Bonus Deferrals and
Director  Fee  Deferrals  for  such Plan Year must be invested in the Stock Unit
fund as provided in Section 6.3 for a period of not less than twelve (12) months
beginning  on  the  date  such  Bonus  Deferrals  and Director Fee Deferrals are
credited  to  such  Participant's  Account  in  order  to  receive  a  Matching
Contribution.  The  amount,  if any, of such Matching Contribution for each Plan
Year  shall  be  determined  by  the  Company  in  its  sole  discretion.

4.5     MANDATED  DEFERRALS.

          If the Committee mandates the deferral of any compensation in order to
preserve  the  deductibility of such compensation, when paid, under Code Section
162(m),  such  amounts  shall  remain  deferred until such time as the Committee
directs.  The Participant shall be entitled to elect the hypothetical investment
of  such  amounts in accordance with Section 7.3.  Such mandated deferrals shall
not  be  entitled  to a Matching Contribution and shall be paid in a lump sum as
soon  as  practicable  after  they  become  deductible  by  the  Company  or its
Subsidiaries  as  determined  by  the  Committee  or  its  delegee.

<PAGE>
                                    ARTICLE V

                                     VESTING


5.1     VESTING  IN  BASE  SALARY  DEFERRALS  AND  BONUS  DEFERRALS.

          A  Participant  shall always be 100% vested in the amounts credited to
his  Account  attributable  to  his  Base  Salary Deferrals, Bonus Deferrals and
Director Fee Deferrals, including earnings thereon.  A Participant shall also be
100%  vested in his Ralston Plan Account and in the amounts credited as of March
31,  2000  (including  amounts  attributable  to services performed on or before
March  31,  2000  and  not  paid until after such date but that are subject to a
deferral  election  pursuant  to  the  Ralston  Plan)  under  the  Ralston Plan.

5.2     VESTING  IN  MATCHING  CONTRIBUTIONS.

     (a)     Employees  -  A  Participant  who  is an Employee shall become 100%
             ---------
vested  in  the Matching Contributions and earnings thereon, credited/debited to
his  Account  for  a  Plan  Year,  upon the expiration of thirty-six (36) months
beginning  on  the date such Matching Contributions are credited to his Account.

          Notwithstanding the foregoing, a Participant who is an Employee shall,
become  100%  vested  in  the  Matching  Contributions  and  earnings  thereon,
credited/debited  to  his  Account  upon  the  Participant's  death, disability,
involuntary  termination  (other than Termination for Cause) or upon a Change of
Control.

     (b)     Directors  -  A Participant who is a Director, shall always be 100%
             ---------
vested  in  the  amounts  credited  to  his Account, including earnings thereon.

5.3     DEFERRAL  PERIODS.

     (a)     Employees  -  A  Participant who is an Employee must specify on the
             ---------
Deferred  Compensation  Agreement,  the  Deferral  Period  for  the  Base Salary
Deferrals  and  the Deferral Period for the Bonus Deferrals for the Plan Year to
which the Deferred Compensation Agreement relates, and earnings thereon, subject
to  certain  rules  as  determined  by  the  Committee  from  time  to  time.  A
Participant  shall  elect  one  of the Deferral Period options as follows: (1) a
Deferral  Period of at least three (3) years pursuant to which a distribution is
made  in  January of the fourth (or later) Plan Year following the Plan Year for
which  the Base Salary Deferrals, and Bonus Deferrals and Matching Contributions
thereon,  were  made, and (2) termination of employment with the Company and all
Subsidiaries  for  any  reason.

     (b)     Directors  -  A  Participant  who  is  a  Director  may not elect a
             ---------
Deferral  Period  with  respect  to  Director  Fee  Deferrals.  Payment  of such
Director  Fee  Deferrals  shall  be  made  in  accordance with the provisions of
Section  7.1.

<PAGE>
                                   ARTICLE VI

                                    ACCOUNTS


6.1     ESTABLISHMENT  OF  BOOKKEEPING  ACCOUNTS.

          A  separate  bookkeeping  account  shall  be  maintained  for  each
Participant.  Such  account  shall  be  credited  with the Deferrals made by the
Participant  pursuant  to  Section  4.1,  the Matching Contributions made by the
Company  or  a  Subsidiary  pursuant to Section 4.4, and amounts credited to his
Ralston  Plan  Account  and  credited  (or charged, as the case may be) with the
hypothetical  investment  results  pursuant  to  Section  6.3.

6.2     SUBACCOUNTS.

          Within  each  Participant's  bookkeeping account, separate subaccounts
may  be  maintained  to the extent necessary for the administration of the Plan.
For  example,  it  may  be  necessary to maintain separate subaccounts where the
Participant  has  specified  different  Deferral  Periods, methods of payment or
investment  directions  with  respect to his Deferrals for different Plan Years.

6.3     INVESTMENT  OF  ACCOUNTS.

          A  Participant  shall  elect  to  invest  the  amounts credited to his
Account  in  such measurement funds as are selected by the Committee in its sole
discretion,  including  but not limited to the Stock Unit measurement fund.  The
Committee may change or eliminate such measurement funds from time to time.  The
investment  of  such  funds  shall  be  made  in  accordance with such rules and
procedures  established  by  the  Committee.

          A Participant's Account shall consist of a cash subaccount and a stock
subaccount.  Amounts  credited  to  the  cash  subaccount  shall  be invested in
investments  other  than  Stock Units.  Amounts credited to the stock subaccount
shall  be  maintained as Stock Units.  A Participant shall elect on his Deferred
Compensation Agreement the portion of his Deferrals for a Plan Year that will be
credited  to  a  cash  subaccount and to the stock subaccount.  The balance of a
Participant's Account as of any date is the aggregate of the cash subaccount and
the stock subaccount as of such date.  The balance of each cash subaccount shall
be  expressed  in  United  States dollars.  The balance of each stock subaccount
shall  be  expressed  in  the numbers of shares of Stock deemed credited to such
subaccount,  with fractional shares of Stock calculated to three decimal places.
The  number of Stock Units credited to the stock subaccount as of any date shall
be  equal to the quotient of the amount credited to the stock subaccount divided
by  the  Market  Value  on such date.  Upon the occurrence of any stock split-up
dividend,  issuance  of any tracking stock, combination or reclassification with
respect to any outstanding series or class of Stock, or consolidation, merger or
sale  of  all  or  substantially all of the assets of the Company, the number of
Stock  Units  in  each  stock  subaccount  shall,  to the extent appropriate, be
adjusted  accordingly.

          Matching  Contributions  must be invested in the Stock Unit fund for a
period  of  not  less  than  thirty-six  (36)  months beginning on the date such
Matching  Contributions  are  credited  to  a  Participant's  Account.

          As  of  each Valuation Date, a Participant's Account shall be adjusted
with  earnings  and  losses  to  reflect  the  investment  elections made by the
Participant.

6.4     HYPOTHETICAL  NATURE  OF  ACCOUNTS.

          The Account established under this Article VI shall be hypothetical in
nature  and  shall  be maintained for bookkeeping purposes only so that earnings
and  losses  on  the  Base  Salary  Deferrals,  Bonus Contributions and Matching
Contributions made to the Plan can be credited (or charged, as the case may be).
Neither  the Plan nor any of the Accounts (or subaccounts) established hereunder
shall  hold  any actual funds or assets.  The right of any person to receive one
or  more payments under the Plan shall be an unsecured claim against the general
assets  of the Company.  Any liability of the Company to any Participant, former
Participant,  or  Beneficiary  with respect to a right to payment shall be based
solely  upon  contractual  obligations created by the Plan.  Neither the Company
and/or  any  Subsidiary, the Board, nor any other person shall be deemed to be a
trustee  of  any  amounts  to  be paid under the Plan.  Nothing contained in the
Plan,  and  no  action  taken  pursuant  to  its  provisions, shall create or be
construed  to  create  a trust of any kind, or a fiduciary relationship, between
the  Company  and/or  any  Subsidiary  and  a  Participant  or any other person.

<PAGE>
                                   ARTICLE VII

                               PAYMENT OF ACCOUNT


7.1     TIMING  OF  DISTRIBUTION  OF  BENEFITS.

     (a)     Employees  -  With  respect  to  a  Participant who is an Employee,
             ---------
distribution  of  Base  Salary  Deferrals,  Bonus  Deferrals  and  Matching
Contributions,  shall  be  made  as  soon  as practicable following the date the
Deferral  Period  for  such  Deferrals  ends.

     (b)     Directors  -  With  respect  to  a  Participant  who is a Director,
             ---------
distribution  of  Director Fee Deferrals shall be made not later than sixty (60)
days following the date the Participant's relationship as a Director terminates.


7.2     ADJUSTMENT  FOR  INVESTMENT  GAINS  AND  LOSSES  UPON  A  DISTRIBUTION.

          Upon  a  distribution  pursuant  to this Article VII, the balance of a
Participant's  Account  shall be determined as of the Valuation Date immediately
preceding  the  date  of  the  distribution to be made and shall be adjusted for
investment  gains  and losses which have accrued to the date of distribution but
which  have  not  been  credited  to  his  Account.

7.3     FORM  OF  PAYMENT  OR  PAYMENTS.

          Deferrals  and  Matching  Contributions,  made  to the Plan for a Plan
Year,  shall  be  distributed  to the Participant in accordance with the form of
payment  specified  as  follows:

          (a)     Lump  Sum  Payment-A  Participant  who is an Employee shall be
                  ------------------
paid  his  benefit  in the form of a lump sum payment if the vested amount to be
distributed  to such Participant, determined as of the date such amount is to be
distributed,  is  less  than  $100,000.  A  Participant  who is a Director shall
receive  payment  of  his  Account  in  a  lump  sum  payment.

          (b)     Annual  Installment  Payment-A  Participant who is an Employee
                  ----------------------------
may  elect,  in his Deferred Compensation Agreement, to be paid his benefit in a
series  of  annual  installment  payments  provided that the vested amount to be
distributed  to such Participant, determined as of the date such amount is to be
distributed,  is  equal  to or greater than $100,000.  If a Participant does not
elect  payment in the form of installment payments or if the vested amount to be
distributed  to  such Participant determined as of the date such amount is to be
distributed  is equal to or greater than $100,000 at the time such payment is to
be  made,  his  benefit  shall  be paid in the form of a lump sum payment.  If a
benefit  is  to  paid  in  a  series  of annual installment payments, the annual
installment  payments  may  be  made  for a period equal to five (5) or ten (10)
years.  Annual  installments  shall  commence  within  60 days of termination of
employment with the Company and all Subsidiaries provided that the vested amount
to  be  distributed to such Participant determined as of the date such amount is
to  be  distributed  is  equal  to  or greater than $100,000.  Subsequent annual
installment  payments  shall  be paid as soon as administratively feasible after
January  l of each year.  The amount of each annual installment payment shall be
calculated  by  multiplying  the  amount  credited  to  be  distributed  to such
Participant by a fraction, the numerator of which is one, and the denominator of
which  is  the remaining number of annual installment payments to be made to the
Participant.

7.4     DEATH  BENEFITS

     (a)     Employees  -  In  the event of the death of a Participant who is an
             ---------
Employee prior to attainment of age fifty (50) years, the amount credited to the
Participant's  Account  shall  be  paid  in a lump sum to the Beneficiary.  If a
Participant  who  is  an  Employee dies at or after attainment of age fifty (50)
years,  the  amount  credited  to  the  Participant's  Account  shall be paid in
accordance  with the applicable form of distribution elected by the Participant;
but  if  no Beneficiary is designated, then benefits shall be paid in a lump sum
to  the  Participant's estate or as provided by law.  Distribution shall be made
(and,  in  the case of installment payments, shall commence) no later than sixty
(60)  days  following  the  Participant's  death.

     (b)     Directors  -  In  the  event of the death of a Participant who is a
             ---------
Director,  the  amount  credited to the Participant's Account shall be paid in a
lump  sum not later than sixty (60) days following the date of the Participant's
death.

7.5     DESIGNATION  OF  BENEFICIARIES.

          A  Participant  may designate the Beneficiary or Beneficiaries to whom
his  benefit under the Plan shall be paid if he dies before he receives complete
payment  of  such  benefit.  A  Beneficiary  designation  (i)  must be made on a
beneficiary  designation form provided by the Committee, (ii) shall be effective
on  the  date  such  designation form is actually received by the Committee, and
(iii)  shall  revoke  all  prior  designations  made  by  the  Participant.  A
Beneficiary  designation  form  received  by the Committee after the date of the
Participant's death shall be null and void.  If a Participant has not designated
a  Beneficiary,  if no designated Beneficiary survives the Participant or if the
Beneficiary  designation  is  legally  invalid  for  any  reason,  then,  the
Participant's  Beneficiary shall be the Participant's executor or administrator,
or  his heirs at law if there is no administration of such Participant's estate.

7.6     UNCLAIMED  BENEFITS.

          In the case of a benefit payable on behalf of such Participant, if the
Committee  is  unable  to  locate  the  Participant  or Beneficiary to whom such
benefit  is  payable,  such  benefit  may  be forfeited to the Company, upon the
Committee's  determination.  Notwithstanding the foregoing, if subsequent to any
such  forfeiture  the Participant or Beneficiary to whom such benefit is payable
makes  a  valid  claim for such benefit, such forfeited benefit shall be paid by
the  Company  or  restored  to  the  Plan  by  the  Company.

7.7     WITHDRAWAL.

          A  Participant  (or,  after  a  Participant's  death,  his  or  her
Beneficiary)  may  elect,  at  any  time,  to  withdraw  all  of  his Account in
accordance  with  such  rules  and  procedures  prescribed by the Committee.  No
partial withdrawals of a Participant's Account may be made.  The Participant (or
his or her Beneficiary) shall make this election by giving the Committee advance
written  notice  of  the  election in a form determined from time to time by the
Committee.  The  Participant  (or  his  or  her  Beneficiary)  shall be paid the
withdrawal  amount  within  60  days  of his or her election.  The Committee may
impose suspensions of future deferrals or other penalties as a condition to such
withdrawals.  The  payment of this Withdrawal Amount shall not be subject to the
deduction  limitation  under  Code  Section  162(m).

<PAGE>
                                  ARTICLE VIII

                                 ADMINISTRATION

          The  Plan shall be administered by the Committee.  The Committee shall
have  all  powers  necessary  or  appropriate  to  enable  it  to  carry out its
administrative  duties.  Not in limitation, but in application of the foregoing,
the  Committee shall have the duty and power to interpret the Plan and determine
all questions that may arise hereunder as to the status and rights of Employees,
Participants,  and  Beneficiaries.  The Committee may exercise the powers hereby
granted  in  its sole and absolute discretion.  No member of the Committee shall
be  personally liable for any actions taken by the Committee unless the member's
action  involves  willful  misconduct.  The  Committee  may  delegate  its
administrative  responsibilities  to  any  Employee of the Company provided such
designation  is  in  writing.

<PAGE>
                                   ARTICLE IX

                            AMENDMENT AND TERMINATION

          The  power  to amend, modify or terminate the Plan in whole or in part
and at any time is reserved to the Committee, except that the co-Chief Executive
Officer  of  the  Company,  may  make  amendments to resolve ambiguities, supply
omissions  and  cure  defects,  and  may make any amendments deemed necessary or
desirable  to  comply  with federal tax laws or regulations to avoid adverse tax
consequences  to Participants or to the Company, and any other amendments deemed
necessary  or  desirable,  which  shall  be  reported  to  the  Committee.
Notwithstanding  the  foregoing,  no  amendment  or  modification  which  would
reasonably be considered to be adverse to a Participant or Beneficiary may apply
to  or  affect the terms of any deferral of compensation that was approved prior
to  the  effective date of such amendment or modification without the consent of
the  Participant  or  Beneficiary  affected  thereby.

          The  Board  reserves  the  right  to terminate the Plan in whole or in
part, but such termination shall not affect the Deferred Compensation Agreements
then  in  effect,  except  that  no  additional  amounts  may  be  deferred  by
Participants  to  the  Plan  after  the  date  of  termination  of  the  Plan.

          Upon  termination of the Plan, all benefits shall be paid at such time
and  in  such  manner  as  provided  in  Article  VII.

<PAGE>
                                    ARTICLE X

                               GENERAL PROVISIONS


10.1     NON-ALIENATION  OF  BENEFITS.

          No  right  or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate,  alienate,  sell,  assign,  pledge, encumber, or change any right or
benefit  under  this Plan shall be void.  No right or benefit hereunder shall in
any  manner  be  liable  for  or subject to the debts, contracts, liabilities or
torts  of  the  person  entitled  to  such  benefits.  If  the  Participant  or
Beneficiary becomes bankrupt, or attempts to anticipate, alienate, sell, assign,
pledge,  encumber,  or  change  any  right hereunder, then such right or benefit
shall,  in  the  discretion  of  the Committee, cease and terminate, and in such
event,  the  Committee  may  hold  or apply the same or any part thereof for the
benefit  of  the  Participant  or  Beneficiary,  spouse,  children,  or  other
dependents, or any of them in such manner and in such amounts and proportions as
the  Committee  may  deem  proper.

10.2     CONTRACTUAL  RIGHT  TO  BENEFITS  FUNDING.

          The  Plan creates and vests in each Participant a contractual right to
the  benefits  to which he is entitled hereunder, enforceable by the Participant
against  the Company.  The benefits to which a Participant is entitled under the
Plan shall be paid from the general assets of the Company or from the Trust that
may  be  established  or  maintained  to  provide  such  benefits.

          If  a  Trust is established and maintained, amounts deposited with the
Trustee  shall be held and disposed of in accordance with the terms of the Trust
Agreement  and  payments made under the terms of the Trust Agreement shall be in
satisfaction  of claims against the Company under the Plan.  Nothing in the Plan
or  Trust  Agreement shall relieve the Company of its liabilities to pay amounts
under  the  Plan except to the extent that such liabilities are met from the use
of  the  assets  held  in  Trust.

10.3     INDEMNIFICATION  AND  EXCULPATION.

          The  members  of  the  Committee  and  their agents, and the officers,
directors  and  employees of the Company and any Subsidiary shall be indemnified
and  held  harmless  by  the  Company  against  and from any and all loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by them in
connection  with  or  resulting  from  any claim, action, suit, or proceeding to
which  they  may  be  a  party or in which they may be involved by reason of any
action  taken or failure to act under this Plan and against and from any and all
amounts paid by them in settlement (with the Company's written approval) or paid
by  them  in satisfaction of a judgment in any such action, suit, or proceeding.
The foregoing provision shall not be applicable to any person if the loss, cost,
liability,  or  expense  is  due  to  such  person's gross negligence or willful
misconduct.

10.4     NO  EMPLOYMENT  AGREEMENT.

          The  Plan  is  not  a contract of employment, and participation in the
Plan  shall not confer on any Employee the right to be retained in the employ of
the  Company  and/or  any  Subsidiary.

10.5     CLAIMS  FOR  BENEFITS.

          A  Participant or Beneficiary may claim any benefit to which he or she
is entitled under this Plan by a written notice to the Committee.  If a claim is
denied,  it  must be denied within a reasonable period of time, and be contained
in  a  written  notice  stating  the  following:

          (a)     The  specific  reason  for  the  denial.

          (b)     Specific  reference  to the Plan provision on which the denial
is  based.

          (c)     Description  of  additional  information  necessary  for  the
claimant  to  present his claim, if any, and an explanation of why such material
is  necessary.

          (d)     An  explanation  of  the  Plan's  claims  review  procedure.

          The  claimant  will  have  sixty  (60) days to request a review of the
denial by the Committee, which will provide a full and fair review.  The request
for  review  must  be  in  writing delivered to the Committee.  The claimant may
review  pertinent  documents,  and he may submit issues and comments in writing.
The  decision  by  the Committee with respect to the review must be given within
sixty  (60)  days  after  receipt  of  the request, unless special circumstances
require an extension (such as for a hearing).  In no event shall the decision be
delayed  beyond  one  hundred and twenty (120) days after receipt of the request
for  review.  The  decision  shall  be  written  in  a  manner  calculated to be
understood  by  the claimant, and it shall include specific reasons and refer to
specific  Plan  provisions  as  to  its  effect.

10.6     SUCCESSOR  TO  COMPANY.

          The Company shall require any successor or assignee, whether direct or
indirect,  by  purchase,  merger,  consolidation  or  otherwise,  to  all  or
substantially  all  the  business  or  assets  of  the  Company,  expressly  and
unconditionally  to  assume and agree to perform the Company's obligations under
this  Plan,  in the same manner and to the same extent that the Company would be
required  to  perform.  Accordingly,  this  Plan  and  the  related  Deferred
Compensation  Agreements  shall  be  binding  upon, and the term "Company" shall
include  any  successor  or  assignee  to the business or assets of the Company.

10.7     SEVERABILITY.

          In  the  event  any  provision  of  the  Plan shall be held invalid or
illegal  for  any  reason,  any  illegality  or  invalidity shall not affect the
remaining  parts of the Plan, but the Plan shall be construed and enforced as if
the  illegal or invalid provision had never been inserted, and the Company shall
have  the  privilege  and  opportunity  to  correct and remedy such questions of
illegality  or  invalidity  by  amendment  as  provided  in  the  Plan.

10.8     ENTIRE  PLAN.

          This  document and any amendments contain all the terms and provisions
of  the  Plan  and  shall constitute the entire Plan, any other alleged terms or
provisions  being  of  no  effect.

10.9     PAYEE  NOT  COMPETENT.

          In  the  event  that  the Committee shall find that the Participant is
unable to care for his affairs because of illness or accident, the Committee may
direct  that  any  benefit  payment  due  him, unless claim shall have been made
therefor  by  a  duly  appointed  legal representative, be paid to his spouse, a
child,  a  parent  or other blood relative, or to a person with whom he resides,
and any such payment so made shall be a complete discharge of the liabilities of
the  Plan  therefor.

10.10     TAX  WITHHOLDING.

          The  Company  shall  have  the right to deduct from each payment to be
made  under  the  Plan  any  required  withholding  taxes.

10.11     GOVERNING  LAW.

          This  Plan shall be construed and governed in accordance with the laws
of  the  state  of  Missouri  without  reference  to conflict of law principles.


          IN  WITNESS  WHEREOF,  the Company has caused this Plan to be properly
executed  on  the  ______  day  of  _____________________,  2000.


     ENERGIZER  HOLDINGS,  INC.


     BY:

     ITS: