INDEMNIFICATION AGREEMENT

This  Indemnification  Agreement  dated as of the ___ day of ______, 2000 by and
between  Energizer  Holdings,  Inc.  (the  "Company")  and _____________________
("Executive"),

                                   WITNESSETH:

WHEREAS,  the  Company  and  Executive have entered into a 2000 Restricted Stock
Equivalents  Award  Agreement  dated  as of May 8, 2000 (the "Award Agreement"),
pursuant to which the Company has agreed to award the Executive, up to the limit
set forth in the Award Agreement,  a restricted stock equivalent for every share
of the Company's $.01 par value common stock ("Common Stock") that the Executive
acquires  prior  to  May  8,  2002;  and

WHEREAS,  the  Company  recognizes that the Executive's acquisition of shares of
Common  Stock  may  create  financial  difficulties  for  the Executive and that
Executive  may  be  required to borrow funds necessary to acquire such shares of
Common  Stock;  and

WHEREAS,  the  Company  has  arranged  for  Bank  of  America  to  extend a loan
commitment to Executive in order to enable Executive to acquire shares of Common
Stock, and has agreed to guarantee the total amount of any loan extended by Bank
of  America  to  Executive;

NOW THEREFORE, in consideration of the Company's guarantee of his loan from Bank
of  America, Executive hereby agrees to indemnify and hold harmless the Company,
to  the  full  extent  lawful,  from  and  against  all losses, claims, damages,
liabilities  and expenses incurred by the Company in connection with, or arising
out  of,  its  guarantee  of  said  loan.

Executive  further  agrees  that  he will promptly reimburse the Company for all
expenses (including reasonable fees and disbursements of counsel) as they may be
incurred  by  the  Company  in  connection  with investigating, preparing for or
defending  any  pending  or  threatened  claim  or  action by Bank of America in
respect  of which indemnification may be sought hereunder, and in enforcing this
Indemnification  Agreement.

In  addition,  Executive hereby grants the Company the right, exercisable at its
discretion  and  to  the  extent  permitted by law, to withhold from any and all
amounts  payable  to  Executive  by  the  Company  such  amounts  as the Company
reasonably  deems  necessary  in  full  or  partial  satisfaction of Executive's
obligation  to  the  Company  pursuant  to  this  Indemnification  Agreement.

Executive's  indemnity  and reimbursement obligations under this Indemnification
Agreement  shall be in addition to any liability that he may have, at common law
or  otherwise,  and  shall  be  binding  on  his  successors  and  assigns.

Upon  demand  for  payment by Bank of America under the terms of said guarantee,
the Company agrees to notify Executive in writing of such demand, but failure to
so  notify  Executive  will  not  relieve him of any liability which he may have
hereunder  unless,  and  only  to  the extent that,  such failure results in the
forfeiture  by  Executive of substantial rights and defenses with respect to the
loan  or  the  guarantee.

Solely  for  purposes  of  enforcing  this  Indemnification Agreement, Executive
hereby  consents  to  personal  jurisdiction,  service and venue in any court in
which  any  claim or proceeding which is subject to, or which may give rise to a
claim  for  indemnification  under,  this  Indemnification  Agreement is brought
against  the  Company.

This  Indemnification  Agreement  shall be deemed made in the State of Missouri.
This Indemnification Agreement and all controversies arising from or relating to
performance  under  this  Indemnification  Agreement  shall  be  governed by and
construed  in  accordance with the laws of the State of Missouri, without giving
effect to such states rules concerning conflicts of laws.  ANY RIGHT TO TRIAL BY
JURY  WITH  RESPECT  TO  ANY CLAIM OR ACTION ARISING OUT OF THIS INDEMNIFICATION
AGREEMENT  IS  HEREBY  WAIVED.

If  any  provision  of  this  Indemnification Agreement shall be held invalid or
unenforceable  to any extent, ther remainder thereof and the application of such
provision  to  other  circumstances  shall  not  be  affected  thereby  and such
provision  shall  be enforced to the greatest extent permitted by applicable law
and  such  invalidity  or  unenforceability  shall  not  affect  the validity or
enforceability  of  any  other  provision  hereof.

No  failure or delay in exercising any right hereunder shall operate as a waiver
thereof,  nor shall any single or partial exercise thereof preclude any other or
further  exercise  thereof  or  the  exercise  of  any  other  right.

This Indemnification Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
a  single  agreement.

No  modifications  of  or  amendments to this Indemnification Agreement shall be
valid  or  binding  unless set forth in writing and duly executed by all parties
hereto.

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



_____________________________               ENERGIZER  HOLDINGS,  INC.
EXECUTIVE



                                            By:  __________________________
                                            Title:  _________________________
Executive  Officers  That  Have  Entered  Into  Indemnification  Agreement
Mr.  Zimmermann
Mr.  Strachan
Mr.  Rose
Mr.  McClanathan
Mr.  Conrad
Mr.  Sanborn