ENERGIZER HOLDINGS, INC.
                                        ------------------------

                                      DEFERRED COMPENSATION PLAN
                                      --------------------------


<TABLE>
<CAPTION>

                                                   TABLE  OF  CONTENTS

<S>      <C>                                                                                                 <C>
ARTICLE                                                                                                     PAGE
-------                                                                                                     ----

ARTICLE I                                                                                                      3
         Introduction                                                                                          3
1.1      NAME OF PLAN/PURPOSE.                                                                                 3
1.2      "TOP HAT" RETIREMENT BENEFIT PLAN.                                                                    3
1.3      EFFECTIVE DATE.                                                                                       3
1.4      ADMINISTRATION.                                                                                       3
1.5      APPENDICES.                                                                                           3
ARTICLE II                                                                                                     4
         Definitions and Construction                                                                          4
2.1      DEFINITIONS.                                                                                          4
2.2      NUMBER AND GENDER.                                                                                    9
2.3      HEADINGS.                                                                                             9
ARTICLE III                                                                                                   11
         Participation and Eligibility                                                                        11
3.1      ELIGIBILITY.                                                                                         11
3.2      PARTICIPATION.                                                                                       11
3.3      DURATION OF PARTICIPATION.                                                                           11
ARTICLE IV                                                                                                    12
         Deferral and Matching Contributions                                                                  12
4.1      DEFERRALS BY PARTICIPANTS.                                                                           12
4.2      EFFECTIVE DATE OF DEFERRED COMPENSATION AGREEMENT.                                                   12
4.3      MODIFICATION OR REVOCATION OF ELECTION OF PARTICIPANT.                                               12
4.4      MATCHING CONTRIBUTIONS.                                                                              13
4.5      MANDATED DEFERRALS.                                                                                  13
ARTICLE V                                                                                                     14
         Vesting                                                                                              14
5.1      VESTING IN BASE SALARY DEFERRALS, BONUS DEFERRALS, DIRECTOR FEE DEFERRALS AND RALSTON PLAN ACCOUNT.  14
5.2      VESTING IN MATCHING CONTRIBUTIONS.                                                                   14
5.3      DEFERRAL PERIODS.                                                                                    14

<PAGE>
ARTICLE VI                                                                                                    16
         Accounts                                                                                             16
6.1      ESTABLISHMENT OF BOOKKEEPING ACCOUNT.                                                                16
6.2      SUBACCOUNTS.                                                                                         16
6.3      INVESTMENT OF ACCOUNTS.                                                                              16
6.4      HYPOTHETICAL NATURE OF ACCOUNTS.                                                                     17
ARTICLE VII                                                                                                   18
         Payment of Account                                                                                   18
7.1      TIMING OF DISTRIBUTION OF BENEFITS.                                                                  18
7.2      ADJUSTMENT OF ACCOUNT UPON A DISTRIBUTION.                                                           18
7.3      FORM OF PAYMENT OR PAYMENTS.                                                                         18
7.4      DEATH BENEFITS                                                                                       19
7.5      DESIGNATION OF BENEFICIARIES.                                                                        20
7.6      UNCLAIMED BENEFITS.                                                                                  20
7.7      WITHDRAWAL.                                                                                          20
7.8      DISABILITY BENEFITS.                                                                                 21
7.9      OFFSET OF BENEFIT BY CERTAIN AMOUNTS                                                                 21
ARTICLE VIII                                                                                                  22
         Administration                                                                                       22
ARTICLE IX                                                                                                    23
         Amendment and Termination                                                                            23
ARTICLE X                                                                                                     24
         General Provisions                                                                                   24
10.1     NON-ALIENATION OF BENEFITS.                                                                          24
10.2     CONTRACTUAL RIGHT TO BENEFITS FUNDING.                                                               24
10.3     INDEMNIFICATION AND EXCULPATION.                                                                     24
10.4     NO EMPLOYMENT AGREEMENT.                                                                             24
10.5     CLAIMS FOR BENEFITS.                                                                                 25
10.6     SUCCESSOR TO COMPANY.                                                                                25
10.7     SEVERABILITY.                                                                                        25
10.8     TRANSFER AMONG AFFILIATES.                                                                           26
10.9     ENTIRE PLAN.                                                                                         26
10.10    PAYEE NOT COMPETENT.                                                                                 26
10.11    TAX WITHHOLDING.                                                                                     26
10.12    GOVERNING LAW.                                                                                       26
</TABLE>


                                 AMENDMENT NO. 1
                            ENERGIZER HOLDINGS, INC.
                           DEFERRED COMPENSATION PLAN


                            ARTICLE I

Section  1.01  -     Introduction
                     ------------


(a)     1.1     NAME  OF  PLAN/PURPOSE.

          ENERGIZER  HOLDINGS,  INC.  ("Company")  established  the  ENERGIZER
HOLDINGS,  INC.  DEFERRED  COMPENSATION  PLAN  ("Plan") effective as of April 1,
2000.  The Company now wishes to amend and completely restate the Plan effective
as of April 1, 2000.  The 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.

(b)     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).

(c)     1.3     EFFECTIVE  DATE.

          This amendment and restatement of the Plan is effective as of April 1,
2000.

(d)     1.4     ADMINISTRATION.

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

(e)     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

Section  2.01  -     Definitions  and  Construction
                     ------------------------------


(a)     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, Director Fee Deferrals, and
Retention  Payment  Deferrals  pursuant  to Article IV, amounts allocated to the
Participant's  Ralston  Plan  Account,  and dividend equivalents as described in
Section  6.3,  interest equivalents, if applicable, and equivalents of earnings,
if  any,  distributed  with  respect to other investment funds whose results are
reflected  in  measurement  funds  offered  pursuant to the Plan.  Statements of
Accounts issued to Participants also will reflect the market value of investment
funds  selected  by  the  Participants for their Accounts, as of the appropriate
Valuation  Date.  The  market  value  of  a  particular  investment  fund  in  a
Participant's Account will be determined as of the appropriate Valuation Date at
the  time  of  Distribution  or transfer to another investment fund in the Plan,
notwithstanding  that  the  market value attributed to such investment funds may
vary  from  day  to  day.

          (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)     "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.

          (e)     "BASE  SALARY  DEFERRAL"  means  the amount of a Participant's
Base Salary that 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.

          (f)     "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.

          (g)     "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.

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

          (i)     "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.

          (j)     "BONUS  DEFERRAL"  means  the  amount of a Participant's Bonus
Compensation  that  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.

          (k)     "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.

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

          (m)     "COMMITTEE"  means  the  Nominating and Executive Compensation
Committee  of  the  Board  which administers the Plan in accordance with Article
VIII.

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

          (o)     "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.

          (p)     "DEFERRAL  PERIOD"  means  the  period  of  time  for  which a
Participant  elects  to  defer  receipt  of his Base Salary Deferrals, and Bonus
Deferrals,  credited  to  such  Participant's  Account  for  a  Plan  Year.  A
Participant's  election  of  a  Deferral  Period  made with respect to such Base
Salary  Deferrals,  and Bonus Deferrals for a Plan Year shall apply to Retention
Payment Deferrals and Matching Contributions made by the Company with respect to
such  Bonus  Deferrals  and  Retention  Payment Deferrals for such Plan Year.  A
             ---------
Participant  who  is  a Director may not elect a Deferral Period with respect to
Director  Fee  Deferrals.

          (q)     "DEFERRALS"  means (i) with respect to a Participant who is an
Employee,  Base  Salary Deferrals and/or Bonus Deferrals, (ii) with respect to a
Participant who is a Director, Director Fee Deferrals, and (iii) with respect to
certain  Participants,  Retention  Payment  Deferrals.

          (r)     "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, allocated to such Participant's
Account  for  a  Plan Year.  A Participant's election with respect to the deemed
investment  and  form  of  payment of Salary Deferrals and Bonus Deferrals shall
apply  to the Retention Payment Deferrals and to the Matching Contributions made
by  the  Company  with  respect  to  such  Bonus Deferrals and Retention Payment
Deferrals  for  such  Plan  Year.  The  Deferred Compensation Agreement may also
include  benefits  to the Participant or his Beneficiary or other changes in the
provisions  of  the  Plan  which are different from those set forth in the Plan.

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

          (t)     "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.

          (u)     "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.

          (v)     "DISABILITY"  or  "DISABLED"  means  such  physical  or mental
illness  that  prevents  the  Participant  from reporting to work and performing
duties  for  the  Company  and/or  Subsidiary,  as  determined by the Committee.

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

          (x)     "EMPLOYEE"  means  any  individual  who  is  classified by the
Company or a Subsidiary, and reported on the payroll records of the Company or a
Subsidiary,  as a common-law employee of the Company or a Subsidiary, regardless
of  such individual's status under common law, including whether such individual
is  or  has  been  determined by a third party (including, without limitation, a
government  agency  or  board  or  court or arbitrator) to be an employee of the
Company,  or  any Affiliated Company for any purpose, including, for purposes of
any  employee  benefit  plan of the Company or any Affiliated Company (including
this  Plan)  or  for  purposes  of  federal,  state,  or  local tax withholding,
employment  tax,  or  employment  law.

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

          (z)     "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.  For
purposes  of  converting  to Stock, the amounts allocated to a Participant under
the  Ralston  Plan as of March 31, 2000 that were invested in the Ralston Purina
Equity Option, (i) the amounts invested in the Ralston Purina Equity Option were
converted  to  cash  using the average of the closing stock price of the Ralston
shares  during  the last ten (10) trading days in March, 2000, and such cash was
then  converted  to  Stock  using  the average of the closing price of the Stock
during  the  last  ten  (10)  trading  days  in  April,  2000.

          (aa)     "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 and/or Retention Agreement Deferrals to the Plan for a Plan
Year,  subject  to  the  provisions  of  Section  4.4.

          (bb)     "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.

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

          (dd)     "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.

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

          (ff)     "RALSTON  PLAN  ACCOUNT"  means  the amounts allocated to the
Account  of a Participant under the Ralston Plan as of March 31, 2000 (including
amounts  attributable  to services performed on or before March 31, 3000 and not
paid  until after such date but that are subject to a deferral election pursuant
to  the  Ralston  Plan).

          (gg)     "RETENTION  AGREEMENT  PAYMENT"  means a payment payable to a
Participant  as  of  January 15, 2001, pursuant to a Retention Agreement between
the  Participant  and  the  Company.

          (hh)     "RETENTION  PAYMENT  DEFERRAL"  means  the  amount  of  the
Retention  Agreement  payment  that  a  Participant elects to have withheld on a
pre-tax basis from his Retention Agreement Repayment and credited to his Account
pursuant  to  Section  4.1.

          (ii)     "RETIREMENT"  means  (i) with respect to a Participant who is
an  Employee, the date such Participant is entitled to a benefit (whether or not
such  benefit  has  commenced)  under  the terms of the Energizer Holdings, Inc.
Retirement  Plan,  and (ii) with respect to a Participant who is a Director, the
date  such  Director  resigns  or  is  removed  as a Director of the Company and
Subsidiaries  following  attainment  of  age  70.

          (jj)     "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.

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

          (ll)     "STOCK UNIT FUND" means the Energizer Common Stock Unit Fund.

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

          (nn)     "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.

          (oo)     "TRUST" means the fund, if any, 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.

          (pp)     "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 Trust Agreement may be amended
from  time  to  time.

          (qq)     "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.

          (rr)     "VALUATION  DATE"  means  each business day that the New York
Stock  Exchange  is open for business, unless changed by the Committee, and each
special  valuation  date  designated  by  the  Committee.

(b)     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.

(c)     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

Section  3.01  -     Participation  and  Eligibility
                     -------------------------------


(a)     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.
                  ---------

(b)     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.  The  terms  of the Plan shall govern the benefits, if any, payable to the
Participant  or  his  Beneficiary,  except  as  otherwise  provided  in  the
Participant's  Deferred  Compensation  Agreement.

(c)     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.

          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.
<PAGE>
                                   ARTICLE IV

Section  4.01  -     Deferral  and  Matching  Contributions
                     --------------------------------------


(a)     4.1     DEFERRALS  BY  PARTICIPANTS.

          (a)     Deferral  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)     Crediting  of Deferral Amounts - 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 with the Company and
all  Subsidiaries  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  with  the Company and all Subsidiaries 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.  Retention Payment
Deferrals  will  be  credited  to  the  Account  of  each Participant as soon as
administratively feasible after such Retention Agreement Payment would have been
paid to the Participant in cash, provided that the Participant is an Employee as
of  such  date.

(b)     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).

(c)     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.

(d)     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 for such
Plan  Year;  provided  however,  that  (i)  the amount, if any, of such Matching
Contributions  for each Plan Year shall be determined by the Company in its sole
discretion,  and  (ii) that such Bonus Deferrals by Employees 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
are  credited  to  such  Participant's Account in order to receive such Matching
Contribution.  Matching  Contributions  with respect to Bonus Deferrals invested
in  the  Stock Unit Fund shall be credited to the Account of a Participant as of
the  date  such  Bonus  Deferrals  are  credited  to  the Participant's Account;
provided  however,  Matching Contributions proportionately attributable to Bonus
Deferrals  that  are  withdrawn by a Participant from the Stock Unit Fund within
twelve  (12)  months  beginning on the date such Bonus Deferrals are credited to
such  Participant's  Account,  shall  be  forfeited  by  such  Participant.

          For  each  Plan  Year,  the Company shall make a Matching Contribution
with  respect to a Participant's Director Fee Deferrals for such Plan Year.  The
amount, if any, of such Matching Contribution shall be determined by the Company
in  its  sole  discretion.

     The Company and/or its Subsidiaries shall make a Matching Contribution with
respect  to  a  Participant's Retention Payment Deferral; provided however, that
(i)  such  Matching  Contribution  shall  be  made  only  with  respect  to such
Participant's  Retention  Payment  Deferrals  for  which  a  restricted  stock
equivalent  award pursuant to a 2000 Restricted Stock Equivalent Award Agreement
has  not  been,  or  may  not  be,  issued, and (ii) the amount, if any, of such
Matching Contribution shall be determined by the Company in its sole discretion.
Matching  Contributions  with respect to Retention Payment Deferrals invested in
the  Stock Unit Fund shall be credited to the Account of a Participant as of the
date such Retention Payment Deferrals are credited to the Participant's Account;
provided  however,  Matching  Contributions  proportionately  attributable  to
Retention  Payment  Deferrals that are withdrawn by a Participant from the Stock
Unit  Fund  within  thirty-six  (36) months beginning on the date such Retention
Payment Deferrals are credited to such Participant's Account, shall be forfeited
by  such  Participant.


(e)     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.  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.
<PAGE>
                                    ARTICLE V

Section  5.01  -     Vesting
                     -------


(a)     5.1     VESTING  IN BASE SALARY DEFERRALS, BONUS DEFERRALS, DIRECTOR FEE
DEFERRALS  AND  RALSTON  PLAN  ACCOUNT.

          A  Participant shall always be 100% vested in the amounts allocated to
his  Account  attributable  to  his  Base  Salary  Deferrals,  Bonus  Deferrals,
Retention  Payment  Deferrals  and  Director Fee Deferrals.  A Participant shall
also  be  100%  vested  in  his  Ralston  Plan  Account.

(b)     5.2     VESTING  IN  MATCHING  CONTRIBUTIONS.

          (a)     Employees - A Participant who is an Employee shall become 100%
                  ---------
vested  in  the  amounts  allocated  to his Account attributable to his Matching
Contributions  for  a  Plan  Year, upon the expiration of thirty-six (36) months
beginning  on  the  first  day  of  the first full month following the date such
Matching  Contributions  are credited to his Account; provided, however, that in
the  event  such Participant's employment is terminated with the Company and all
Subsidiaries  for  any  reason  other  than  Retirement,  death,  Disability,
involuntary  termination  (other than Termination for Cause) or upon a Change of
Control,  the  amounts  allocated  to  his  Account attributable to his Matching
Contributions  in which such Participant is vested shall be determined as of the
date  of  such  termination  of  employment.

          Notwithstanding the foregoing, a Participant who is an Employee shall,
become  100%  vested in the amounts allocated to his Account attributable to his
Matching  Contributions  upon  the  Participant's Retirement, 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 allocated to his Account attributable to his Matching
Contributions.

(c)     5.3     DEFERRAL  PERIODS.

          (a)     Employees  -  A Participant who is an Employee must specify on
                  ---------
the  Deferred  Compensation Agreement, the Deferral Period for the Deferrals for
the  Plan  Year to which the Deferred Compensation Agreement relates, subject to
certain  rules  as prescribed 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
election  of  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

Section  6.01  -     Accounts
                     --------


(a)     6.1     ESTABLISHMENT  OF  BOOKKEEPING  ACCOUNT.

          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 allocated to his
Ralston  Plan  Account.  Such  account also shall reflect the investment results
described  in  Section  6.3.

(b)     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.

(c)     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 Energizer Plans
Investment  Committee  in  its sole discretion, including but not limited to the
Stock  Unit  Fund.  The  Energizer  Plans  Investment  Committee  may  change or
eliminate  such  measurement  funds  from  time to time.  The investment of such
funds,  or  change  in  such  investments, 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  allocated  to  the  cash  subaccount  shall be invested in
investments  other  than Stock Units.  Amounts allocated 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
allocated  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 allocated to such
subaccount,  with fractional shares of Stock calculated to three decimal places.
The number of Stock Units allocated to the stock subaccount as of any date shall
be equal to the quotient of the amount allocated to the stock subaccount divided
by  the  Market  Value on such date.  Upon the occurrence of any stock split-up,
stock  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
as  determined by the Committee in its sole discretion, be adjusted accordingly.
To  the  extent  dividends on any class or series of outstanding Stock are paid,
dividend  equivalents  and fractions thereof shall be calculated with respect to
balances  of  such  Stock  equivalents  in  the  Participant's stock subaccount,
converted  to  additional  equivalents  of  such  Stock  and  credited  to  the
Participant's  stock subaccount as of the dividend payment dates.  The number of
Stock  equivalents  to  be  credited as of each such date shall be determined by
dividing  the  amount  of  the  dividend  equivalent  by the Market Value of the
relevant Stock on the dividend payment date.  The Participant's stock subaccount
shall  continue  to  earn  such  dividend  equivalents  until fully distributed.

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

          Director  Fee  Deferrals must be invested in the Stock Unit Fund for a
period  of  not  less  than twelve (12) months beginning on the first day of the
calendar  year  in  which  they  are  earned.

          As  of each Valuation Date, a Participant's Account shall be valued in
accordance  with  this  Section  and any rules and procedures established by the
Committee.

(d)     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.  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

Section  7.01  -     Payment  of  Account
                     --------------------


(a)     7.1     TIMING  OF  DISTRIBUTION  OF  BENEFITS.

          (a)     Employees  - With respect to a Participant who is an Employee,
                  ---------
the  Participant's  Account  in  which  such  Participant  is  vested,  shall be
distributed  (or  begin  to  be  distributed,  in the case of annual installment
payments)  to  such  Participant  as  soon as practicable following the date the
Deferral  Period  for  such  Deferrals  ends.  In  the  event such Participant's
employment  is  terminated  with the Company and all Subsidiaries for any reason
prior  to the end of the Deferral Period for such Deferrals, the total amount of
the  Participant's  Account  in  which  such  Participant  is  vested  shall  be
distributed  (or  begin to be distributed, in the case of the annual installment
payments)  to such Participant as soon as practicable following such termination
of  employment  notwithstanding  the Deferral Period elected by such Participant
with  respect  to  such  Deferrals.

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

(b)     7.2     ADJUSTMENT  OF  ACCOUNT  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 credited with
declared  dividends,  if  any,  and  adjusted  for investment results which have
accrued  to  the  date  of distribution but which have not been allocated to his
Account.

(c)     7.3     FORM  OF  PAYMENT  OR  PAYMENTS.

          The  amounts  allocated  to  a  Participant's  Account attributable to
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  $50,000.  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 of the
total  installment payments to be distributed to such Participant, determined as
of  the  date  such  amount  is  to  be distributed, is equal to or greater than
$50,000.  If  a  Participant  does  not elect payment in the form of installment
payments  or  if  the  vested  amount  of  the  total installment payments to be
distributed  to  such  Participant  determined  as of the date such amount is to
commence  to  be distributed is less than $50,000 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
of  the  total  installment  payments  to  be  distributed  to  such Participant
determined  as of the date such amount is to commence to be distributed is equal
to  or  greater  than  $50,000.  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
total  amount 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.

(d)     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 total amount
allocated  to  the  Participant's  Account  shall  be  paid in a lump sum to the
Beneficiary.  If a Participant who is an Employee dies on or after attainment of
age  fifty  (50)  years, the total amount allocated to the Participant's Account
shall be paid to the Participant's Beneficiary in accordance with the applicable
form  of  distribution  elected  by  the  Participant.  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 such Participant's
death.

(e)     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.
If  the Committee is in doubt as to the right of any such Beneficiary to receive
any  benefits under the Plan, it may pay such benefits, in its sole and absolute
discretion,  to  the  legal representative of the Participant's estate, and upon
such payment neither the Committee, the Company, nor the Plan shall have further
liability  for  such  payment.

(f)     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.

(g)     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).

(h)     7.8     DISABILITY  BENEFITS.

          (a)     Disabled  Employees  - With respect to a Participant who is an
                  -------------------
Employee  and who becomes Disabled but remains in the employ of the Company or a
Subsidiary,  distribution  of such Participant's vested Account shall be made as
soon as practicable following the date such Participant requests distribution of
his  vested  Account  due  to  Disability.

          (b)     Disabled  Directors  -  With respect to a Participant who is a
                  -------------------
Director  and  who becomes Disabled but remains a Director, distribution of such
Participant's  Account  shall  be made as soon as practicable following the date
such  Participant  requests  distribution  of  his  Account  due  to Disability.

(i)     7.9     OFFSET  OF  BENEFIT  BY  CERTAIN  AMOUNTS

          The  Committee  in  its  sole  and absolute discretion, may offset any
benefit payable to a Participant or Beneficiary pursuant to this Article VII, by
any  amounts  the  Participant  or  Beneficiary  may  owe  the  Company  or  any
Subsidiaries.
<PAGE>
                                  ARTICLE VIII

Section  8.01  -     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.  The decisions of the Committee,
including  but  not limited to interpretations and determinations of amounts due
under  the  Plan,  shall  be final and binding on all parties.  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

Section  9.01  -     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.  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

Section  10.01  -     General  Provisions
                      -------------------


(a)     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.

(b)     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.

(c)     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.

(d)     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.

(e)     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.

(f)     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.

(g)     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.

(h)     10.8     TRANSFER  AMONG  AFFILIATES.

          In  the  event the employment of a Participant is transferred from the
Company  to  any corporation or other entity that is an affiliate of the Company
and that adopts this Plan, or is transferred from one such affiliate to another,
the  benefits  attributable  to  compensation deferred with respect to each such
entity  shall  be  credited  to  a  separate  bookkeeping  account.  Each  such
corporation  shall pay the benefit that is reflected in the Participant accounts
established  with  respect  to  such corporation.  The Company hereby guarantees
payment of the total benefit, regardless of which entity is primarily liable for
payment  of  any  portion  of  such  benefit.

(i)     10.9     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.

(j)     10.10     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.

(k)     10.11     TAX  WITHHOLDING.

          The  Company  shall  withhold  from  amounts  due under this Plan, the
amount  necessary  to  enable the Company to remit to the appropriate government
entity  or  entities  on  behalf  of  the  Participant as may be required by the
federal  income tax withholding provisions of the Code, by an applicable state's
income  tax,  or  by  an  applicable  city, county or municipality's earnings or
income  tax  act.  The  Company  shall  withhold from the payroll of, or collect
from,  a  Participant the amount necessary to remit on behalf of the Participant
any  FICA  taxes  which  may  be  required  with respect to amounts accrued by a
Participant  hereunder,  as  determined  by  the  Company.

(l)     10.12     GOVERNING  LAW.

          To  the  extent  not superseded by the laws of the United States, this
Plan shall be construed and governed in accordance with the laws of the state of
Missouri.