ENERGIZER HOLDINGS, INC.
                              EXECUTIVE HEALTH 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     "Committee"  means  the  Committee appointed to administer the Plan, its
designee,  or  any  successor  to  such  Committee.
1.3     "Company"  means  Energizer  Holdings,  Inc.
1.4     "Covered  expenses"  are  expenses  incurred for medical, dental, vision
care  services  and  supplies.  This  includes  usual  and  customary charges in
conjunction  with diagnosis, cure, mitigation or treatment of a sickness, injury
or  preventative  treatment  associated with an illness.  (A usual and customary
allowance  is the fee most frequently charged for a similar service or supply in
a  geographic  area.  The  fees  are  updated  on  a regular basis to adjust for
changes.)
1.5     "Covered  Individual"  is  an  Employee  or  a  dependent of an Employee
covered  under  this  Plan.
1.6     A  "dependent"  of  an Employee is eligible for coverage under this Plan
and  is:
(a)     A  person  defined  in  an  Energizer  Holdings, Inc. Health Maintenance
Organization  ("HMO"),  the  Energizer Holdings, Inc. Comprehensive Health Plan,
Well-Med  Plan,  and  CBC CIGNA Plan as a dependent of a covered Employee.  This
includes  the covered Employee's spouse and unmarried children under 19 years of
age.  "Children"  means the covered Employee's biological children, children who
have  been  legally adopted by the covered Employee or who have been placed with
the  covered  Employee  for adoption, foster children, or stepchildren living in
the  covered  Employee's  household,  dependent  upon  the  covered Employee for
principal  support,  and
(1)     related  to  the  covered  Employee  by  blood  or  marriage,
(2)     under  the  covered  Employee's  legal  guardianship;  or
(3)     for  whom  the covered Employee has have a legal obligation for total or
partial  support.
(b)     A  full-time, unmarried student who is a dependent of a covered Employee
regardless of age, provided the student is enrolled in an accredited educational
institution,  and  receives  primary support from the covered Employee or from a
covered  surviving  spouse.
(c)     A former spouse of a covered Employee provided the divorce decree became
final  after  April  1,  1977,  and the former spouse was covered as a dependent
under  this  Plan  prior  to  the  divorce.
(d)     A  surviving  spouse and dependents of a covered Employee who died on or
after  July 21, 1988, and who at the time of death had a minimum of two years of
service  with  the  Company.
1.7     "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.
1.8     "Family  Unit"  is  the  covered  Employee  and  covered  dependents.
1.9     "Plan"  means  the  Energizer  Holdings,  Inc.  Executive  Health  Plan.
1.10     "Retired  Employee"  is  a Corporate Officer of the Company who retired
between  January  1,  1979, and July 31, 1980, and who at the time of retirement
was  not  eligible  for  coverage  under  the  Plan as a retired Employee, or an
Employee  covered under this Plan who retired or terminated after age 55 with at
least two years of continuous service, or who was terminated involuntarily after
attaining a combination of age and years of service totaling at least 80, or who
is  designated  by  the  Chief  Executive Officer of Energizer Holdings, Inc. as
eligible  to  participate  in  this  Plan  as  a  retiree.
                              II .     ELIGIBILITY
     Employees  eligible  for  coverage  under  this  Plan  consists  of:
     (a)     Principal  Corporate  Officers  of  Energizer  Holdings, Inc. or an
Affiliated  Company: Chairman of the Board, Chief Executive Officers, President,
any Vice President, Secretary, Treasurer; Chairmen of the Board, Chief Executive
Officers,  Presidents  and  Corporate  Vice  Presidents of CBC, EBC, PTI and any
other  controlled  affiliates  designated  by  the  Benefits  Policy  Board;
     (b)     Vice  Presidents  of  administrative  or operating divisions of the
Company  or  an  Affiliated  Company;  any  other person designated by the Chief
Executive  Officer  of  the  Company;
     (c)     if  presently  employed  by  the  Company or an Affiliated Company,
former  Vice Presidents of administrative and operating divisions of the Company
or  an  Affiliated  Company,  and  former Chairmen of the Board, Chief Executive
Officers, Presidents and Corporate Vice Presidents of a participating Affiliated
Company.
     Employees  described  in  (a),  (b),  or  (c)  above must participate in an
Energizer  Holdings, Inc. HMO, the Energizer Holdings, Inc. Comprehensive Health
Plan  or  Well-Med Plan or, if a CBC executive, the CIGNA Plan as a prerequisite
for  Plan  participation.
     In  addition, individuals employed by a foreign affiliate of the Company or
an  Affiliated  Company  who  are  not  U.S.  citizens and who are designated as
participants  in  this  Plan  must  be  covered by the available overseas health
coverage  or  an  Energizer  Holdings,  Inc.  HMO,  the Energizer Holdings, Inc.
Comprehensive  or  Well-Med  Plan  as  a  prerequisite  for  Plan participation.
                             III .     CONTRIBUTIONS
     Active  Employees  are  not  required  to  pay contributions for their Plan
coverage  or  that  of  their  dependents.  However,  they  are  required to pay
contributions  for an Energizer Holdings, Inc. HMO, the Energizer Holdings, Inc.
Comprehensive,  Well-Med  and  CIGNA  coverage.
     Retirees  must  contribute  either  the  rate being charged for high option
retiree  coverage under an Energizer Holdings, Inc. HMO, the Energizer Holdings,
Inc.  Comprehensive Health Plan High option, the rate for Well-Med, or the CIGNA
retiree  coverage  if  they  participate  in  the  Plan  but  are  ineligible to
participate  in  an  Energizer  Holdings, Inc. HMO, the Energizer Holdings, Inc.
Comprehensive  Health  Plan  or  CIGNA Plan.  (Contact the Committee for current
rates.)
     The  surviving spouse of an executive who dies prior to retirement must pay
premiums  equal  to  those being charged to active Employees participating in an
Energizer  Holdings, Inc. HMO, the Energizer Holdings, Inc. Comprehensive Health
Plan,  Well-Med  Plan,  or  CIGNA  Plan  until  the  date  on which the deceased
executive  would  have  been  65  years  old.  A  surviving  dependent child who
continues  to meet the eligibility requirements for this Plan is also subject to
those  same  contribution  requirements.
                       IV .     EFFECTIVE DATE OF COVERAGE
     The  coverage  of an Employee and his/her eligible dependent(s) will become
effective  on  the  Employee's  entry  or  re-entry date into an eligible class.
                            V .     BENEFITS PAYABLE
     The  benefits payable under this Plan are the covered expenses incurred for
medical,  dental  and  vision  care  expenses  defined  in Section 213(e) of the
Internal  Revenue  Code  of  1986,  as  amended  and in Internal Revenue Service
Regulation  1.213-1  as  amended.
     Examples  of expenses which may be considered covered expenses are expenses
incurred  for  the  following  medical,  dental  or  vision  care,  services and
supplies:
   Ambulance        Artificial  limbs
   Chiropodists        Chiropractors
   Crutches        Diagnostic  services
   Doctors        Hospital  Care  -  room  and  board
   Laboratory  services        Prescription  drugs
   Nurses  -  services rendered by a Registered Nurse, Licensed Practical Nurse,
or  a  Practical  Nurse if an RN or LPN is not available (including nurses' room
and  board  paid  by  the  Employee)
   Osteopaths        Physicians
   Podiatrists        Psychiatrists
   Special  medical  equipment        Surgeons
   Special  food  or  beverages  prescribed  for  the  treatment  of  an illness
Therapy
   Eye  care        X-ray  services
   Guide  dogs  for  the  blind  and  deaf        Dental  care
   Transportation  expenses  for  medical  care        Psychologists

     Claims for expenses incurred in making a capital expenditure or improvement
to  real  estate must be approved by the Company in advance of such expenditure.
          VI .     MAXIMUM BENEFIT FOR AN ACTIVE EMPLOYEE'S FAMILY UNIT
6.1     The maximum calendar-year benefit payable to an active Employee, his/her
     spouse  and his/her dependents from the Plan is $50,000 for the family unit
as  a  whole.  The  maximum  calendar-year  benefit  payable to his/her divorced
spouse  and his/her dependents from the Plan is $25,000 for the family unit as a
whole.
6.2     A surviving spouse and/or dependents of an active executive who meet the
criteria  under  Section  (I)(C)(4) will be entitled to coverage limits equal to
those  provided in an Energizer Holdings, Inc. HMO, the Energizer Holdings, Inc.
Comprehensive  Health  Plan,  Well-Med  Plan,  or  CIGNA Plan in addition to the
annual  maximum  coverage  limits  affected  in  this  Plan.
         VII .     MAXIMUM BENEFIT FOR A RETIRED EMPLOYEE'S FAMILY UNIT
7.1     The  maximum  calendar-year  benefit  payable  to a retired Employee and
his/her  surviving  dependents  is $50,000 for the family unit as a whole.  This
maximum  calendar-year  benefit  is in addition to the $750,000 lifetime maximum
from  the  underlying coverage of an Energizer Holdings, Inc. HMO, the Energizer
Holdings,  Inc.  Comprehensive Health Plan or Well-Med Plan for retirees and the
lifetime maximum for CIGNA retiree coverage.  Executives who are eligible for an
     Energizer  Holdings,  Inc.  HMO, the Energizer Holdings, Inc. Comprehensive
Health  Plan,  Well-Med Plan, or CIGNA Plan retiree coverage must participate in
order to receive retiree benefits from the Plan.  They must enroll in either the
High  option  or  Well  Med  option coverage; they cannot enroll for Low Option.
7.2     A  retiree  who  is  ineligible for an Energizer Holdings, Inc. HMO, the
Energizer  Holdings, Inc. Comprehensive Health Plan, Well-Med Plan or CIGNA Plan
but who participates in this Plan, is eligible for a $1,000,000 lifetime benefit
for  all  covered medical expenses.  However, such a retiree is not eligible for
the $50,000 calendar-year benefit after the $1,000,000 lifetime maximum has been
exhausted.  A  $25,000  maximum calendar-year benefit will be payable to his/her
divorced  spouse(s)  or  dependent(s)  other  than  a  surviving  spouse.
7.3     Individuals  who  retire  from  a foreign affiliate of the Company or an
Affiliated Company who are not U.S. citizens are not eligible for retiree health
under  this  Plan.
                              VIII .     EXCEPTIONS
     Benefits  will  not be payable under this Plan for expenses incurred for or
in  connection  with:
8.1     Medical  care,  services and supplies for which no charge is made or for
which  the  covered  individual is not, in the absence of this coverage, legally
obligated  to  pay.
8.2     Medical care, services and supplies which are furnished by a hospital or
facility  operated  by  or  at  the  direction  of  the  U.S.  Government or any
authorized  agency  thereof,  or  furnished at the expense of such Government or
Agency,  or  by a doctor employed by such a hospital or facility, unless (1) the
treatment  is  of  an  emergency  nature,  and (2) the insured individual is not
entitled  to  such  treatment without charge by reason of status as a veteran or
otherwise.
8.3     Medical care, services or supplies to the extent that they are paid for,
payable  or  furnished  (1)  pursuant  to  any plan or program administered by a
National  Government  or  Agency thereof or with funds received from taxation or
contributions collected pursuant to legislation by a National Government, or (2)
pursuant  to  any  State  Cash  Sickness  law  or  laws  of a similar character,
including  any  group  insurance  policy  approved  under  such  a  law.
8.4     Blood  or  blood plasma for which the hospital or other supplier makes a
refund or allowance to or on behalf of the covered individual either as a result
of  the  operation of a group blood bank or otherwise, but only to the extent of
the  refund  or  allowance.
8.5     Sickness covered by Workers' Compensation law, occupational disease law,
or  laws  of similar character, or injury arising out of or in the course of any
occupation  or  employment  for  compensation,  profit  or  gain.
8.6     Charges  resulting  from  an  injury, sickness, or pregnancy for which a
covered  individual received any medical care or services within the three month
period immediately before becoming covered under this Plan until the earlier of:
(a)     the  end  of  a period of 12 consecutive months during which the covered
individual  has  not  received  in  connection  with  such  injury, sickness, or
condition  any  medical,  surgical, hospital or nursing services or treatment of
any  kind or any drugs or medicine lawfully obtainable only upon prescription of
a  doctor;  or
(b)     the  end  of  a period of 12 consecutive months during which the covered
individual  has  been  continuously  covered  under  this  Plan.
     The  following  charges  shall  not  be  subject  to  this  exception  F:
(1)     charges  for  professional  services  and  supplies  related to care and
treatment  of  teeth  or  nerves  connected  to  teeth,  and
(2)     charges  incurred  by  an  individual who was covered under an Energizer
Holdings,  Inc. HMO, the Energizer Holdings, Inc. Comprehensive Plan or Well-Med
Plan  on  the  date  immediately  preceding the day his/her Plan coverage became
effective  under  this  Plan, to the extent that the requirements of exception F
have  been  satisfied  under  an  Energizer  Holdings,  Inc.  HMO, the Energizer
Holdings,  Inc.  Comprehensive  Health  Plan  or  Well-Med  Plan.
8.7     Medical care, services and supplies to the extent that they are paid for
     or  payable  under an Energizer Holdings, Inc. HMO, the Energizer Holdings,
Inc.  Comprehensive  Health  Plan,  Well-Med  Plan,  or  CIGNA  Plan.
8.8     Use  of  a  Christian  Science  Practitioner.
8.9     Insurance  premiums for hospitalization, medical, dental or vision care;
or  for pre-paid medical, dental or vision care.  Included in this exclusion are
premiums  paid  for  participation  in  an  Energizer  Holdings,  Inc.  HMO, the
Energizer Holdings, Inc. Comprehensive Health Plan, Well-Med Plan, or CIGNA Plan
as  either  an  active  Employee  or  retiree.
8.10     Expenses  subject  to the "At Risk" and "Under the Influence" copayment
provisions  for  the  Executives  who  choose  the  Well-Med  Plan.
                    IX .     TERMINATION OF EMPLOYEE COVERAGE
     The  coverage  of  each  Employee  will  terminate  on  the  earlier of the
following  dates:
9.1     The  date  the  Employee  ceases  to  be  eligible  for  coverage.
9.2     The  date  of  termination  of  this  Plan.
                      X .     COVERAGE OF RETIRED EMPLOYEES
     The  coverage  of  each  Retired Employee will continue upon payment of the
required  premiums  after  the  Employee's  termination  if he or she is either:
10.1     age  55  with  at  least two years of service and leaves voluntarily or
involuntarily,  or
10.2     has  a combination of age and years of service totaling at least 80 and
leaves  involuntarily,  or
10.3     has  CEO  approval.
     An  Employee  shall  not be eligible for retiree health coverage under this
Plan if he or she terminates from the Company or an Affiliated Company by reason
of  a  divestiture,  spinoff  or  other disposition of a subsidiary, division or
other  business  unit.
                   XI .     TERMINATION OF DEPENDENT COVERAGE
     The coverage of each dependent of an Employee terminates on the earliest of
the  following  dates:
11.1     The  date  the  Employee's  coverage  terminates  except  as  noted  in
subsection  C  below  for  dependents  of  a  deceased  Employee.
11.2     The  date  a dependent ceases to qualify as eligible as defined in this
Plan;  provided that a covered unmarried child who (1) before the date he ceases
to  be  eligible  due  to attaining age 19, becomes incapable of self-sustaining
employment  by  reason of mental or physical handicap, and (2) is dependent upon
the  Employee  for  his  principal  support  and  maintenance, will not cease to
qualify  solely  because  of  attained  age  while  that  dependent  remains
incapacitated  and dependent provided initial proof of incapacity and dependency
status submitted to the Company or an Affiliated Company at its home office, not
more  than  31 days after such dependent would cease to be eligible by reason of
attained  age.
11.3     With  respect  to  the coverage of a former spouse of an Employee, or a
surviving  spouse, and surviving children of a deceased Employee who at the time
of  death  had  a  minimum  of  two  years  of service, upon the earliest of the
following:  (1)  the date a former spouse or surviving spouse remarries or dies,
or  (2)  the 65th birthday of the former spouse, or (3) the date a former spouse
becomes  eligible  for  government-sponsored  medical  benefits.  If a surviving
spouse  dies  while  a  child  is covered under this Plan, the child will remain
eligible  as  long  as  he  or  she  qualifies  as  a  dependent.
     The  insurance  of  a  former spouse will not terminate upon termination of
insurance  of  the  Employee  if at the time the divorce decree became final the
Employee  was  age  55  or  over  and  had  20  years  or  more  of  service.
11.4     With  respect to a dependent who is a full-time, unmarried student, the
earlier of (1) the end of a ninety-day period immediately following the date the
     dependent ceases to be enrolled as a student, or (2) the date the dependent
becomes  eligible  under  any  other  group  medical  plan  or  program.
                    XII .     CONTINUATION OF HEALTH COVERAGE
     (As  required by the Consolidated Omnibus Budget Reconciliation Act of 1985
-  COBRA.)  The  Plan  will  allow  continued  health  coverage  for the covered
Employee  and  the  Employee's  eligible  family  members,  under  certain
circumstances.
     WHEN  DOES  THE  CONTINUATION  PROVISION  APPLY?
     The  continuation  provision applies when a covered Employee or an eligible
family  member  experiences  a  situation  - called a "qualifying event" - which
would  normally  result in the loss of health coverage under the health plan for
the  covered  Employee  or  the  covered family member.  In such a situation the
covered  Employee may elect to continue his/her present coverage for a specified
period.  Qualifying  events  include:
(a)     the  termination  of the covered Employee's employment, either voluntary
or involuntary (unless the covered Employee is discharged for gross misconduct);
(b)     a  reduction  in  the  covered  Employee's  work  hours.
     Also,  the  Employee's  covered  family  members may continue their present
coverage  for  a  specified  period  in  the  event  of  the  Employee's:
(1)     death,
(2)     termination  of  employment (for reasons other than the Employee's gross
misconduct)  or  reduction  in  work  hours,
(3)     divorce,
(4)     entitlement  to  Medicare,  or
(5)     dependent  child's  ceasing  to  meet  the  definition  of  an  eligible
dependent  under  the  health  plan.
     HOW  MUCH  DOES  CONTINUED  COVERAGE  COST?
     The  Employee is required to pay the Plan's full cost of continued coverage
plus  a  2%  charge  to  cover the cost of administration.  The Employee will be
asked  to pay for the coverage in monthly installments and his/her first payment
must  begin  no  later  than 45 days after the date that he/she elects continued
coverage.  The  Committee, St. Louis, can provide the Employee with current cost
information.
     CAN  THE  EMPLOYEE  CONTINUE  FULL  HEALTH  COVERAGE?
     If the Employee chooses continued coverage the Employee and his/her covered
dependents  will  be  entitled  to  the  same  coverage the Employee and his/her
covered  dependents  had the day prior to the qualifying event, and the Employee
or  his/her  covered  dependents  will  not  be  asked to furnish a statement of
health.  If the Employee or his/her dependents do not choose continued coverage,
Plan  coverage will end for the applicable participant on the day the qualifying
event  occurred.
     HOW  LONG  IS  COVERAGE  CONTINUED?
     Coverage  may  be  continued for 18 months after the date of the qualifying
event  in the case of termination of employment or reduction of hours, and 29 or
36  months  for  all  other  events  listed.  If a covered family member becomes
entitled  to  continued  coverage  because  of  termination  of  the  Employee's
employment or reduction in the Employee's hours and a covered family member then
experiences  another  of the events which would entitle such person to continued
coverage,  he  or  she  may extend the 18-month continuation period to 36 months
from  the  date  of  the event that first made him or her eligible for continued
coverage.  At  the  end  of  the  18-month  or 36-month continuation period, the
Employee  will be given the option to enroll in an individual conversion medical
plan  provided  by  General  American  Life  Insurance  Company.
     Coverage  may be terminated earlier than the above dates for an individual:
(a)     who  becomes  covered  under another group health plan as an Employee or
otherwise,  unless  a  pre-existing  condition  is  not covered by the new plan;
(b)     who  becomes  eligible  for  Medicare;
(c)     who  fails  to  make  a  required  premium  payment;  or
(d)     whose  Company or an Affiliated Company ceases to provide a group health
plan.
     The  Employee  must notify the Committee, St. Louis, upon the occurrence of
events  (a)  or  (b)  above.
     WHAT  IF  THE  EMPLOYEE  BECOME  ENTITLED  TO  MEDICARE?
     If  the  Employee  becomes entitled to Medicare, regardless of whether this
results in loss of the Employee's coverage under the Plan, the Employee's spouse
and  dependents  who  are  entitled  to  continued  coverage  are eligible for a
continuation  period  of  not  shorter that 36 months from the date the Employee
becomes  entitled  to  Medicare.  This  continuation period is measured from the
time  the Employee is entitled to Medicare, not from the time his/her spouse and
dependent  loses  coverage.  The  total  continuation  period for the Employee's
spouse  and  dependents  may  actually  exceed  36 months, depending on when the
Employee  becomes  entitled  to  Medicare.
     ARE  THERE  ANY  OTHER  SITUATIONS  THAT WOULD ALLOW FOR EXTENDED COVERAGE?
     If  the  Employee,  his/her  spouse  or dependents lose coverage because of
termination  of  the  Employee's  employment  or  reduction  of hours and if the
Employee  or  a  dependent  as  determined  under  Title II or XVI of the Social
Security  Act  to  have been disabled at that time, then the disabled person may
extend  the  continued  coverage  period  for  11  additional  months, provided:
     A  notice  of  a  Social  Security  determination  is  given  to  the  Plan
Administrator  before  the end of the initial 18-month period and within 60 days
after  the  date  of  such  determination.
     The  Plan  may require payments of up to 150 percent of the applicable cost
for  providing  the  coverage  for  these  11  additional  months.
     NOTE:     The Plan provides for continued coverage for up to 29 months if a
     ----
participant  becomes  disabled,  as  defined  in  the  Plan.
     WHAT  MUST  I  DO  TO  OBTAIN  CONTINUED  COVERAGE?
     Both  the  Employee  and  the  Company  or  the  Affiliated  Company  have
responsibilities  when  certain  events  occur  which  qualify  the Employee for
continued  coverage.
     The  Employee  or  the  Employee's  eligible family members must notify the
Committee  immediately  in  the  event  of:
     Divorce
     Cessation  of  dependent  child  coverage
     The  Committee  will notify any eligible family members who are affected by
the  event  of  their  right  to  elect  continued  coverage.
     The  Employee or the Employee's eligible family members will be notified of
the  right  to  elect  continued  coverage  within  14  days  in  the  event of:
     Termination  of  employment
     Reduction  in  hours
     The  Employee's  death
     The  Employee's  entitlement  to  Medicare
     The  Employee  or the Employee's eligible family members will have a 60-day
period during which continued coverage may be elected.  The 60-day period begins
on the later of (1) the date the Employee's coverage terminates by reason of the
qualifying event, or (2) the date the Employee or the Employee's eligible family
members  were  notified  of the right to elect continued coverage.  Please note:
The  Employee  is  not  eligible  for  continuation  of coverage if the Employee
remains covered by another group health plan upon termination of coverage in the
Plan.
     ADDITIONAL  INFORMATION
     If  the  Employee  has  any questions or need further information about the
continued  coverage  provision  he/she  should  contact  COBRA  Administrator,
Committee,  St.  Louis,  MO  63164.
     Also,  if  the  Employee  has changed marital status, or if the Employee or
his/her  spouse  has  a  change  of  address,  the Committee should be notified.
         XIII .     EXTENDED MEDICAL BENEFIT ON TERMINATION OF COVERAGE
     If an individual is disabled on the date his/her coverage under the Plan is
terminated  for  any  reason, benefits will be payable subject to the applicable
maximum  and  other  provisions  and exceptions of the Plan for covered expenses
incurred  as a result of the injury or sickness causing such disability provided
that:
13.1     In  no  event  shall  benefits  be payable for charges for health care,
services  or  supplies  rendered  or received more than 24 months after the date
such  termination  occurs.
13.2     He/she remains continuously disabled from the same cause until the date
the  health  care,  service  or  supply  is  rendered  or  received.
13.3     He/she  does  not  become covered under any other group policy or plan,
including  any group basis service or prepayment plan, which entitles him/her to
receive  benefits  for  the  injury  or  sickness  causing  the  disability.
                           XIV .     TAX CONSEQUENCES
     Benefits  provided under this Plan are not taxable as ordinary income under
current  tax  laws.
     Please  note  that  the  tax  laws change frequently.  The Employee will be
advised  if  a  tax  law  change has any effect on the Employee's Plan coverage.
                 XV .     MODIFICATION, TERMINATION OF COVERAGE
     The  Company  may  amend  the provisions or terminate the Plan at any time,
subject  to  the  following  restrictions:
15.1     The  nature  and  scope of coverage for any actively employed executive
covered  by  this  Plan  will  not  be  reduced or terminated unless coverage is
reduced  or  terminated  for  the  entire  class  of  covered  executives.
15.2     The  nature  and  scope  of  coverage  for retired executives and their
dependents  covered  by  this Plan will not be changed to their detriment unless
mandated  by  law.
15.3     The  Company  reserves  the  right to assign its rights and obligations
under  this  Plan  to  a  third  party.
                            XVI .     FILING A CLAIM
     Claim  forms  for the Plan should be submitted along with itemized bills to
the  Committee,  St.  Louis.  The  Committee  will  honor  an  assignment to the
treating  physician,  hospital,  etc., of all benefits paid through an Energizer
Holdings,  Inc.  HMO,  the  Energizer  Holdings, Inc. Comprehensive Health Plan,
Well-Med  Plan,  or CIGNA Plan but all payments made through the Plan will be to
the  Employee.
     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: