INDEMNIFICATION AGREEMENT
                            -------------------------

     INDEMNIFICATION  AGREEMENT  (the  "Agreement")  made  this  ______  day  of
______________,  20__,  between ENERGIZER HOLDINGS, INC., a Missouri corporation
(the  "Company")  and  _____________  ("Officer").

     WHEREAS,  Officer  is  a  Corporate  Officer  of  the  Company, and in such
capacity  is  performing  a  valuable  service  for  Company;  and

     WHEREAS,  the  Company's  Articles of Incorporation (the "Articles") permit
the  indemnification of directors, officers, employees and certain agents of the
Company,  and  indemnification  is  also  authorized  by  Section 351.355 of the
Missouri  Revised  Statutes  1978,  as  amended  to  date  (the "Indemnification
Statute");  and

     WHEREAS,  the  Articles  and  the  Indemnification  Statute  permit  full
indemnification  of officers absent knowingly fraudulent, deliberately dishonest
or  willful  misconduct;  and

     WHEREAS,  in  order  to  induce Officer to continue to serve as a Corporate
Officer  of  the  Company,  Company has determined and agreed to enter into this
contract  with  Officer;

     NOW  THEREFORE,  in  consideration  of  Officer's  continued  service  as a
Corporate  Officer  after  the  date  hereof,  the  Company and Officer agree as
follows:

     1.     Indemnity  of  Officer.  Company  hereby agrees to hold harmless and
            ----------------------
indemnify  Officer  to the full extent authorized or permitted by the provisions
of  the  Indemnification  Statute,  or by any amendment thereof, or by any other
statutory  provision  authorizing  or  permitting  such indemnification which is
adopted  after  the  date  hereof.

     2.     Additional Indemnity. Subject to the exclusions set forth in Section
            --------------------
3  hereof, Company further agrees to hold harmless and indemnify Officer against
any  and  all expenses (including attorneys' fees), judgments, fines and amounts
paid  in  settlement,  actually and reasonably incurred by Officer in connection
with  any  threatened,  pending  or completed action, claim, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or  in the right of the Company) to which Officer is, was or at any time becomes
a party, or is threatened to be made a party, by reason of the fact that Officer
is,  was  or  at  any  time (whether before or after the date of this Agreement)
becomes  a  director,  officer,  employee  or agent of the Company, or is or was
serving  or  at  any  time  serves  at the request of the Company as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust  or  other  enterprise.


<PAGE>
3.     Limitations  on  Additional  Indemnity.No indemnity pursuant to Section 2
       ---------------------------------------
hereof  shall  be  paid  by  Company:

     (a)     Except  to  the  extent  the  aggregate of losses to be indemnified
thereunder  exceeds  the  amount  of  such  losses  for  which  the  Officer  is
indemnified  pursuant  to Section 1 hereof or pursuant to any insurance policies
or  other  comparable  policies  purchased  and  maintained  by  the  Company;

     (b)     In  respect  to remuneration paid to Officer if it shall be finally
judicially  adjudged  that  such  remuneration  was  in  violation  of  law;

     (c)     On  account  of  any  suit  in which a judgment is rendered against
Officer  for  an accounting of profits made from the purchase or sale by Officer
of  securities of the Company pursuant to the provisions of Section 16(b) of the
Securities  Exchange  Act of 1934, as amended or similar provisions of any state
or  local  statutory  law;

     (d)     On  account  of  Officer's  conduct  which  is  finally  judicially
adjudged  to  have  been knowingly fraudulent, deliberately dishonest or willful
misconduct;

     (e)     If  it  shall  be  finally  judicially  adjudged  that  such
indemnification  is  not  lawful.

Reference  in  this  Agreement  to  a matter being "finally judicially adjudged"
shall  mean  that  there  shall  have  been  a  final decision by a court having
jurisdiction  in  the  matter,  all  appeals having been denied or not have been
taken  and  the  time  therefore  to  have  expired.

     4.     Continuation  of  Indemnity.  All  agreements  and  obligations  of
            ---------------------------
Company contained herein shall continue during the period Officer is a Corporate
Officer  of  Company  and  shall continue thereafter so long as Officer shall be
subject  to  any  possible  or threatened, pending or completed action or claim,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason  of  the  fact that Officer was a Corporate Officer of the Company or was
serving  in  any  other  capacity  referred  to  herein.

     5.     Notification  and  Defense  of  Claim.  Promptly  after  receipt  by
            -------------------------------------
Officer  of  notice of the commencement of any action, claim, suit or proceeding
against [him] by reason of [his] status as a Corporate Officer of the Company or
any  other  capacity  referenced  herein,  Officer  will  notify  Company of the
commencement  thereof; provided, however, that the omission to so notify Company
will  not  relieve Company from any liability which it may have to Officer under
this  Agreement unless and only to the extent that Company's rights are actually
prejudiced  by  such  failure.  With  respect to any such action, claim, suit or
proceeding  as  to  which  Officer notifies Company of the commencement thereof:

     (a)     Company will be entitled to participate therein at its own expense;
and,

     (b)     Except as otherwise provided below, to the extent that it may wish,
Company  jointly  with  any  other  party will be entitled to assume the defense
thereof,  with  counsel  satisfactory  to  Officer. After notice from Company to
Officer  of  its  election to so assume the defense thereof, Company will not be
liable  to  Officer  under  this  Agreement  for  any  legal  or  other expenses
subsequently  incurred  by Officer in connection with the defense thereof unless
Officer shall have reasonably concluded that there may be a conflict of interest
between  Company  and  Officer  in the conduct of the defense of such action, in
which  case,  Company shall not be entitled to assume the defense of any action,
claim,  suit  or  proceeding  brought  by  or  on  behalf  of  Company;

     (c)     Company  shall  not  be  liable  to  indemnify  Officer  under this
Agreement  for  any  amounts  paid in settlement of any action or claim effected
without its written consent. Company shall not settle any action or claim in any
manner which would impose any penalty or limitation on Officer without Officer's
written  consent.  Neither  Company nor Officer will unreasonably withhold their
consent  to  any  proposed  settlement.

     6.     Advancement  and  Repayment  of  Expenses.
            -----------------------------------------

     (a)     To  the  extent that the Company assumes the defense of any action,
claim,  suit  or  proceeding  against  Officer,  Officer  agrees  that [he] will
reimburse  Company  for all reasonable expenses paid by Company in defending any
such  action, claim, suit or proceeding against Officer in the event and only to
the  extent  that  it  shall  be finally judicially adjudged that Officer is not
entitled  to be indemnified by Company for such expenses under the provisions of
the  Indemnification  Statute,  the  Articles,  this  Agreement  or  otherwise.

     (b)     To  the  extent that the Company does not assume the defense of any
action,  claim,  suit  or  proceeding  against Officer, Company shall advance to
Officer  all  reasonable  expenses,  including  all  reasonable attorneys' fees,
retainers,  court costs, transcript costs, fees of experts, witness fees, travel
expenses,  duplicating  costs,  printing  and  binding costs, telephone charges,
postage,  delivery  service fees, and all other disbursements or expenses of the
types  customarily incurred in connection with defending, preparing to defend or
investigating  any  civil  or criminal action, suit or proceeding, within twenty
days  after  the  receipt  by  Company of a statement or statements from Officer
requesting such advance or advances, whether prior to or after final disposition
of  such  action,  suit  or  proceeding.  Such  statement  or  statements  shall
reasonably  evidence  the  expenses  incurred by Officer and shall include or be
preceded  or  accompanied  by an undertaking by or on behalf of Officer to repay
all  of  such  expenses advanced if it shall be finally judicially adjudged that
Officer  is  not  entitled to be indemnified against such expenses. Any advances
and  undertakings  to  repay  pursuant  to this paragraph shall be unsecured and
interest  free.


<PAGE>
7.     Enforcement.
       -----------

     (a)     Company expressly confirms and agrees that it has entered into this
Agreement  and  assumed  the  obligations  imposed on Company hereby in order to
induce  Officer  to  continue  to  serve  as a Corporate Officer of Company, and
acknowledges  that  Officer is relying upon this Agreement in continuing in such
capacity.

     (b)     In  the  event  Officer  is required to bring any action to enforce
rights  or  to collect moneys due under this Agreement and is successful in such
action, Company shall reimburse Officer for all of Officer's reasonable fees and
expenses  in  bringing  and  pursuing  such  action.

     8.     Separability.  Each  of  the  provisions  of  this  Agreement  is  a
            ------------
separate  and  distinct  agreement and independent of the others, so that if any
provision  hereof  shall  be held to be invalid or unenforceable for any reason,
such  invalidity  or  unenforceability  shall  not  affect  the  validity  or
enforceability  of  the  other  provisions  hereof.

     9.     Governing  Law;  Binding  Effect;  Amendment  and  Termination.
            --------------------------------------------------------------

     (a)     This Agreement shall be interpreted and enforced in accordance with
the  laws  of  the  State  of  Missouri.

     (b)     This  Agreement shall be binding upon Officer and upon Company, its
successors  and  assigns,  and shall inure to the benefit of Officer, his or her
heirs,  personal representatives and assigns, and to the benefit of Company, its
successors  and  assigns.

     (c)     No  amendment,  modification,  termination  or cancellation of this
Agreement  shall  be  effective unless signed in writing by both parties hereto.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as  of  the  day  and  year  first  above  written.

                              ENERGIZER  HOLDINGS,  INC.


                              By:_____________________________

                              OFFICER


                              By:_____________________________

<PAGE>
                            INDEMNIFICATION AGREEMENT
                            -------------------------

     INDEMNIFICATION  AGREEMENT  (the  "Agreement")  made  this  ______  day  of
______________,  20__,  between ENERGIZER HOLDINGS, INC., a Missouri corporation
(the  "Company")  and  ___________  ("Director").

     WHEREAS, Director is a member of the Board of Directors of the Company, and
in  such  capacity  is  performing  a  valuable  service  for  Company;  and

     WHEREAS,  the  Company's  Articles of Incorporation (the "Articles") permit
the  indemnification of directors, officers, employees and certain agents of the
Company,  and  indemnification  is  also  authorized  by  Section 351.355 of the
Missouri  Revised  Statutes  1978,  as  amended  to  date  (the "Indemnification
Statute");  and

     WHEREAS,  the  Articles  and  the  Indemnification  Statute  permit  full
indemnification  of officers absent knowingly fraudulent, deliberately dishonest
or  willful  misconduct;  and

     WHEREAS,  in  order  to induce Director to continue to serve as a member of
the  Board  of  Directors  of  the Company, Company has determined and agreed to
enter  into  this  contract  with  Director;

     NOW THEREFORE, in consideration of Director's continued service as a member
of  the Board of Directors after the date hereof, the Company and Director agree
as  follows:

     1.     Indemnity  of  Director.  Company hereby agrees to hold harmless and
            -----------------------
indemnify  Director to the full extent authorized or permitted by the provisions
of  the  Indemnification  Statute,  or by any amendment thereof, or by any other
statutory  provision  authorizing  or  permitting  such indemnification which is
adopted  after  the  date  hereof.

     2.     Additional Indemnity. Subject to the exclusions set forth in Section
            --------------------
3 hereof, Company further agrees to hold harmless and indemnify Director against
any  and  all expenses (including attorneys' fees), judgments, fines and amounts
paid  in  settlement, actually and reasonably incurred by Director in connection
with  any  threatened,  pending  or completed action, claim, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Company) to which Director is, was or at any time becomes
a  party,  or  is  threatened  to  be  made  a party, by reason of the fact that
Director  is,  was  or  at  any  time  (whether before or after the date of this
Agreement)  becomes a director, officer, employee or agent of the Company, or is
or  was  serving  or  at  any  time  serves  at  the request of the Company as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise.


<PAGE>
3.     Limitations  on  Additional  Indemnity.No indemnity pursuant to Section 2
       ---------------------------------------
hereof  shall  be  paid  by  Company:

     (a)     Except  to  the  extent  the  aggregate of losses to be indemnified
thereunder  exceeds  the  amount  of  such  losses  for  which  the  Director is
indemnified  pursuant  to Section 1 hereof or pursuant to any insurance policies
or  other  comparable  policies  purchased  and  maintained  by  the  Company;

     (b)     In  respect to remuneration paid to Director if it shall be finally
judicially  adjudged  that  such  remuneration  was  in  violation  of  law;

     (c)     On  account  of  any  suit  in which a judgment is rendered against
Officer  for an accounting of profits made from the purchase or sale by Director
of  securities of the Company pursuant to the provisions of Section 16(b) of the
Securities  Exchange  Act of 1934, as amended or similar provisions of any state
or  local  statutory  law;

     (d)     On  account  of  Director's  conduct  which  is  finally judicially
adjudged  to  have  been knowingly fraudulent, deliberately dishonest or willful
misconduct;

     (e)     If  it  shall  be  finally  judicially  adjudged  that  such
indemnification  is  not  lawful.

Reference  in  this  Agreement  to  a matter being "finally judicially adjudged"
shall  mean  that  there  shall  have  been  a  final decision by a court having
jurisdiction  in  the  matter,  all  appeals having been denied or not have been
taken  and  the  time  therefore  to  have  expired.

     4.     Continuation  of  Indemnity.  All  agreements  and  obligations  of
            ---------------------------
Company  contained  herein shall continue during the period Director is a member
of  the  Board  of Directors of Company and shall continue thereafter so long as
Director  shall  be  subject to any possible or threatened, pending or completed
action  or claim, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that Director was a member of the Board of
Directors  of  the  Company  or  was  serving  in any other capacity referred to
herein.

     5.     Notification  and  Defense  of  Claim.  Promptly  after  receipt  by
            -------------------------------------
Director  of notice of the commencement of any action, claim, suit or proceeding
against  [him]  by  reason  of  [his] status as a Director of the Company or any
other  capacity  referenced  herein,  Director  will  notify  Company  of  the
commencement  thereof; provided, however, that the omission to so notify Company
will  not relieve Company from any liability which it may have to Director under
this  Agreement unless and only to the extent that Company's rights are actually
prejudiced  by  such  failure.  With  respect to any such action, claim, suit or
proceeding  as  to  which Director notifies Company of the commencement thereof:

     (a)     Company will be entitled to participate therein at its own expense;
and,

     (b)     Except as otherwise provided below, to the extent that it may wish,
Company  jointly  with  any  other  party will be entitled to assume the defense
thereof,  with  counsel  satisfactory to Director . After notice from Company to
Director  of  its election to so assume the defense thereof, Company will not be
liable  to  Director  under  this  Agreement  for  any  legal  or other expenses
subsequently  incurred by Director in connection with the defense thereof unless
Director  shall  have  reasonably  concluded  that  there  may  be a conflict of
interest  between  Company  and  Director  in the conduct of the defense of such
action,  in  which  case, Company shall not be entitled to assume the defense of
any  action,  claim,  suit  or  proceeding  brought  by or on behalf of Company;

     (c)     Company  shall  not  be  liable  to  indemnify  Director under this
Agreement  for  any  amounts  paid in settlement of any action or claim effected
without its written consent. Company shall not settle any action or claim in any
manner  which  would  impose  any  penalty  or  limitation  on  Director without
Director's  written  consent.  Neither  Company  nor  Director will unreasonably
withhold  their  consent  to  any  proposed  settlement.

     6.     Advancement  and  Repayment  of  Expenses.
            -----------------------------------------

     (a)     To  the  extent that the Company assumes the defense of any action,
claim,  suit  or  proceeding  against  Director,  Director agrees that [he] will
reimburse  Company  for all reasonable expenses paid by Company in defending any
such action, claim, suit or proceeding against Director in the event and only to
the  extent  that  it  shall be finally judicially adjudged that Director is not
entitled  to be indemnified by Company for such expenses under the provisions of
the  Indemnification  Statute,  the  Articles,  this  Agreement  or  otherwise.

     (b)     To  the  extent that the Company does not assume the defense of any
action,  claim,  suit  or proceeding against Director , Company shall advance to
Director  all  reasonable  expenses,  including  all reasonable attorneys' fees,
retainers,  court costs, transcript costs, fees of experts, witness fees, travel
expenses,  duplicating  costs,  printing  and  binding costs, telephone charges,
postage,  delivery  service fees, and all other disbursements or expenses of the
types  customarily incurred in connection with defending, preparing to defend or
investigating  any  civil  or criminal action, suit or proceeding, within twenty
days  after  the  receipt  by Company of a statement or statements from Director
requesting such advance or advances, whether prior to or after final disposition
of  such  action,  suit  or  proceeding.  Such  statement  or  statements  shall
reasonably  evidence  the  expenses incurred by Director and shall include or be
preceded  or  accompanied by an undertaking by or on behalf of Director to repay
all  of  such  expenses advanced if it shall be finally judicially adjudged that
Director  is  not entitled to be indemnified against such expenses. Any advances
and  undertakings  to  repay  pursuant  to this paragraph shall be unsecured and
interest  free.


<PAGE>
7.     Enforcement.
       -----------

     (a)     Company expressly confirms and agrees that it has entered into this
Agreement  and  assumed  the  obligations  imposed on Company hereby in order to
induce  Director  to  continue to serve as a member of the Board of Directors of
Company,  and  acknowledges  that  Director  is  relying  upon this Agreement in
continuing  in  such  capacity.

     (b)     In  the  event  Director is required to bring any action to enforce
rights  or  to collect moneys due under this Agreement and is successful in such
action,  Company  shall reimburse Director for all of Director's reasonable fees
and  expenses  in  bringing  and  pursuing  such  action.

     8.     Separability.  Each  of  the  provisions  of  this  Agreement  is  a
            ------------
separate  and  distinct  agreement and independent of the others, so that if any
provision  hereof  shall  be held to be invalid or unenforceable for any reason,
such  invalidity  or  unenforceability  shall  not  affect  the  validity  or
enforceability  of  the  other  provisions  hereof.

     9.     Governing  Law;  Binding  Effect;  Amendment  and  Termination.
            --------------------------------------------------------------

     (a)     This Agreement shall be interpreted and enforced in accordance with
the  laws  of  the  State  of  Missouri.

     (b)     This Agreement shall be binding upon Director and upon Company, its
successors  and assigns, and shall inure to the benefit of Director , his or her
heirs,  personal representatives and assigns, and to the benefit of Company, its
successors  and  assigns.

     (c)     No  amendment,  modification,  termination  or cancellation of this
Agreement  shall  be  effective unless signed in writing by both parties hereto.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as  of  the  day  and  year  first  above  written.

                              ENERGIZER  HOLDINGS,  INC.


                              By:_____________________________

                              DIRECTOR


                              By:_____________________________