INDEMNIFICATION AGREEMENT

  INDEMNIFICATION AGREEMENT (the "Agreement") made this 25th day of January, 2005, between ENERGIZER HOLDINGS, INC., a Missouri corporation (the "Company") and ____________ ("Director").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.       Continuation of Indemnity . All agreements and obligations of Company contained her