ENERGIZER HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>



               NEGOTIATED EMPLOYMENT AGREEMENT AND GENERAL RELEASE
               ---------------------------------------------------

     This  Negotiated  Employment  Agreement and General Release (referred to as
"Negotiated  Employment  Agreement")  is  entered  into  this  ____  day  of
________________,  2002,  by  and  between  Randy  J. Rose, (referred to as "MR.
ROSE")  and  Eveready  Battery  Company,  Inc.  (referred  to  as "COMPANY") and
Energizer  Holdings,  Inc.

     WHEREAS,  MR.  ROSE  is  an employee of the COMPANY in a key leadership and
strategic  position;  and

     WHEREAS  Energizer  Holdings,  Inc. is the sole shareholder of COMPANY; and

     WHEREAS,  COMPANY  has  decided  to  make management changes in response to
business  developments,  but  would  benefit  from  MR.  ROSE's  assistance  in
transitioning  to  these  changes;  and

     WHEREAS,  MR.  ROSE  and COMPANY are amicably limiting and concluding their
employment  relationship  and  wish  to  enter  into  this Negotiated Employment
Agreement;  and

     WHEREAS  the  Board of Directors of COMPANY have approved the terms of this
Negotiated  Employment  Agreement,

     NOW  THEREFORE,  in  consideration of the mutual promises contained in this
Negotiated  Employment  Agreement,  the  parties  agree  as  follows:

     1.     Employment  Terms,  subject  to  Paragraphs  4  and  5  below:
             -------------------------------------------------------------

     a.     MR.  ROSE  shall execute a written resignation from his position as
an officer of Energizer Holdings, Inc. and also as an officer and/or director of
Eveready  Battery Company, Inc. and any applicable affiliates or subsidiaries of
Energizer  Holdings,  Inc.  effective  upon  execution  of this Agreement.  This
resignation  letter shall be in line with COMPANY's specifications as set out in
Attachment  A to this Negotiated Employment Agreement and submitted to the Chief
Executive  Officer  of  COMPANY  upon  execution  of  this Negotiated Employment
Agreement.

     b.  Upon  the  effective  date of the resignation set out in Paragraph 1(a)
above,  through  March  31,  2004,  MR.  ROSE will be employed by COMPANY in the
position  of  Director  of Strategic Planning for Eveready Battery Company, Inc.
MR.  ROSE  will  be  paid the base monthly salary he earned as of March 1, 2002,
while  he is on the COMPANY's payroll. MR. ROSE will assist in the transition of
his  former  duties  and  perform such other duties or special projects that are
specifically  requested  by  the  Chief  Executive Officer of the Company or his
designee.

     c. MR. ROSE agrees satisfactorily to perform his duties as assigned without
disruption  to  COMPANY operations or injury to COMPANY's business operations or
reputation.

     d. MR. ROSE will receive a bonus payment of three hundred two thousand four
hundred  dollars  ($302,400),  less legally required deductions, for Fiscal Year
2002 and in settlement for any bonus payments due for Fiscal Year 2001. MR. ROSE
will  not  be  eligible  for  or receive a bonus payment for Fiscal Year 2003 or
Fiscal  Year 2004. MR. ROSE's previous election to defer bonus payments into the
Deferred  Compensation  Plan  will  continue to apply and such deferrals will be
subject  to  Plan  terms.

     e.  The terms of the Amended Change of Control Employment Agreement entered
into  by COMPANY with MR. ROSE on November 19, 2001, hereby are voided and shall
have  no further force or effect on either MR. ROSE or COMPANY upon execution of
this  Negotiated  Employment  Agreement.

     f.  Effective October 1, 2002, or mutually agreed other date, MR. ROSE need
report  to COMPANY's St. Louis offices to work only as specifically requested by
the  Chief Executive Officer of COMPANY in order to perform such other duties or
special projects that are assigned by the Chief Executive Officer of the Company
or  his  designee, if the Chief Executive Officer of COMPANY determines that MR.
ROSE's  physical  presence  would  be  necessary  or  beneficial  for  such work

     g.  Effective  March 31, 2004, MR. ROSE's employment will be terminated, he
will  be  removed from the active payroll. For the purposes of COMPANY's benefit
plans  in which MR. ROSE participates at that time and other executive benefits,
including but not limited to incentive stock option agreements, this termination
will  be  deemed  to  be  involuntary  but  not  for  cause.

     h.  Benefit  Plan  Participation.

          i.  While  he  is  on COMPANY's payroll, MR. ROSE shall continue to be
     able to participate in the benefit plans in which he is participating as of
     March  1,  2002. It is understood and agreed that nothing in this paragraph
     shall  be  construed  to  prevent  Energizer Holdings, Inc. or COMPANY from
     terminating,  modifying  or  reducing any of the benefit plans or incentive
     programs  offered  to  employees  of  COMPANY  during  the  course  of this
     Negotiated  Employment  Agreement,  as  long as such action is not directed
     solely  at  MR.  ROSE.

          ii.  Pursuant  to  the  terms  of  Paragraph  7b  of  the Split Dollar
     Agreement  and  Split  Dollar  Life  Insurance Policy (Policy No. I20000087
     issued  by Security Equity Life Insurance Company, as amended) by and among
     Eveready  Battery Company, Inc., Kenton R. Rose, Trustee of the Rose Family
     Irrevocable  Trust U/I/T dated April 25, 1997, and MR. ROSE, COMPANY hereby
     elects not to terminate said Split Dollar Agreement upon MR. ROSE's removal
     from  the  payroll  on March 31, 2004 or earlier date. COMPANY acknowledges
     that  its  obligations  set  forth  in  Paragraph  4  of  said Split Dollar
     Agreement shall continue until such removal from the payroll, including its
     obligation  to pay premiums with respect to the Split Dollar Policy, as set
     forth  in  the  Premium  Schedule.  In  addition,  COMPANY covenants to pay
     premiums  with  respect  to  the  Policy,  in  accordance  with the Premium
     Schedule,  following  MR.  ROSE's  removal  from  COMPANY's  payroll.  Such
     continuation  of  payment  by COMPANY, however, shall not be deemed to be a
     waiver  or  release  of  its  rights  under  the  Collateral Assignment and
     Paragraph 8 of the Split Dollar Agreement, and COMPANY shall be entitled to
     receive  the  Corporation's Premium Payment (as defined in the Split Dollar
     Agreement)  upon  the  occurrence  of  any  of  the  Events  of Termination
     described  in  Paragraph 7a of the Split Dollar Agreement, other than those
     described  in  subsections  (2)  or (3) thereof. The parties understand and
     agree that COMPANY also shall retain the right to receive the Corporation's
     Premium Payment (as defined in the Split Dollar Agreement) at the beginning
     of  the  ninth  year  of  the  Policy anniversary as set out in the Premium
     Schedule.


          iii.  COMPANY  agrees  that,  upon  reaching age 55, MR. ROSE shall be
     eligible  for  retiree  benefits  under COMPANY's Executive Life and Health
     Plans,  to the extent that such programs are offered at that time. MR. ROSE
     also  will  be  deemed  eligible  for  retiree  medical  coverage under the
     Energizer  Medical  Plan  including  eligibility, or ineligibility, for any
     Company-paid  subsidy  of  premium  payments in accordance with his Company
     service  date,  when  he  reaches  age  55,  without regard to his years of
     service  with  the  Company.

          iv.  MR.  ROSE  is  not  entitled  to  and  will not receive any other
     payments,  including,  but  not  limited  to,  severance,  incentive  or
     termination  payments,  from  COMPANY or its affiliates or subsidiaries and
     will  be  deemed  ineligible  to participate in any such programs except as
     specifically  identified  in  this  Agreement.

     i.  COMPANY will provide MR. ROSE with executive level Outplacement Service
at no cost to MR. ROSE, if requested by MR. ROSE. The terms of such outplacement
services,  beginning  availability  date,  and length of time available shall be
determined  by  COMPANY  in  its  sole  discretion.

     j. Within two weeks after his removal from COMPANY's payroll, MR. ROSE will
be  paid  for  any  unused,  banked,  or  carryover paid time off (PTO) days, in
accordance with Eveready policy in effect at the time. MR. ROSE will not earn or
be  entitled  to  any  paid time off otherwise allocated on January 1, 2003, for
time  on  the payroll in 2002, or on January 1, 2004, for time on the payroll in
2003.

     2.     Deferred  Compensation,  Stock  Awards,  Restricted Stock Equivalent
            --------------------------------------------------------------------
Award:
   --

     a.  The terms of Energizer Holdings, Inc.'s Deferred Compensation Plan will
apply to MR. ROSE's while he is on COMPANY's payroll and upon his termination of
employment  in  2004,  or  earlier  date pursuant to Paragraphs 4 or 5 below, in
accordance  with  that  status  as of his payroll removal date. It is understood
that  nothing  in  this  paragraph  shall  be  construed to prevent COMPANY from
terminating,  modifying  or reducing the terms of its Deferred Compensation Plan
during  the  course  of  this  Negotiated  Employment Agreement, as long as such
action  is  not  directed  solely  at  MR.  ROSE.

     b.     MR.  ROSE previously was granted certain non-qualified stock options
by  Energizer  Holdings,  Inc.  The  terms of those stock option agreements will
continue  to  apply,  in  accordance  with  MR.  ROSE's status as of his payroll
removal  date.

     c.  Energizer  Holdings,  Inc.  and MR. ROSE mutually executed a Restricted
Stock  Equivalent  Award  Agreement  on  May  8,  2000.  Under the terms of this
Restricted  Stock  Equivalent Award Agreement, stock equivalents credited to MR.
ROSE shall convert to shares of Energizer Common Stock and be issued to MR. ROSE
on  August  22,  2003, provided that MR. ROSE is on COMPANY's payroll as of that
date.  Notwithstanding  the terms of that Restricted Stock Equivalent Agreement,
if MR. ROSE is removed from COMPANY's payroll prior to August 22, 2003, then the
equivalents  will  convert  to shares of Energizer Common Stock and be issued to
MR.  ROSE  on  the date that he is so removed. All other terms of the Restricted
Stock  Equivalent  Awards  shall  continue  to  apply  as  drafted.

     3.  Pension  Benefit:
         ----------------

     MR.  ROSE's  retirement  benefits  under  the  Energizer  Holdings,  Inc.
Retirement  Plan  and  the Supplemental Retirement Plan, or any successor plans,
will be calculated in accordance with the terms of each plan taking into account
all  relevant  terms  of  such  plans  including,  but not limited to, reduction
factors  for early retirement and social security offsets. It is understood that
nothing  in  this  paragraph  shall  be  construed  to  prevent  COMPANY  or its
affiliates  and  subsidiaries  from  reducing  the  rate  of  future accruals or
terminating  or modifying the terms of such retirement plans or successor plans,
as  long  as  such  action  is  not  directed  solely  at  MR.  ROSE.

     4.     MR.  ROSE and COMPANY understand and agree that, if MR. ROSE resigns
or  obtains  and  begins employment with another company prior to March 1, 2004,
                                    --------------------
COMPANY  will terminate MR. ROSE immediately by removing MR. ROSE from COMPANY's
payroll.  Upon  termination,  MR.  ROSE's  benefits  as  an active employee will
cease.  Any  remaining  salary  continuation  through  March 31, 2004, and bonus
payment  provided for in Paragraph 1(d), will be paid to MR. ROSE in a lump sum,
less legally required deductions, within two weeks of MR. ROSE's last day on the
payroll.  Part-time  employment  or  self-employment  or occasional consultation
shall  not  constitute beginning employment under this Paragraph, subject to the
confidentiality and non-competition obligations set out in Paragraphs 6(e), 7, 9
and  10  below.

     5.     MR.  ROSE and COMPANY understand and agree that, if MR. ROSE obtains
and  begins  employment  within COMPANY or any of its affiliates or subsidiaries
                         --------------
prior  to  March  31,  2004  in  another  position,  this  Negotiated Employment
Agreement  will  become  null  and void and, unless a new employment contract is
executed  in writing.  In such event, COMPANY no longer will be obligated in any
way  to  provide  employment  MR. ROSE on its payroll for any specific amount of
time in the future or to pay the bonus payments set out in Paragraph 1(d) or any
bonus  payment.

     6.     Obligation  of  MR.  ROSE:
            -------------------------

     a.     MR.  ROSE  shall  notify  COMPANY  within two business days of being
offered and accepting another full-time position, if MR. ROSE accepts a position
to  commence  before  March  31,  2004;

     b.     MR.  ROSE waives all claims to future employment with COMPANY except
as  provided  in  this  Negotiated Employment Agreement.  MR. ROSE will not seek
re-employment  with  COMPANY  and,  if  a  third  party identifies MR. ROSE as a
candidate, COMPANY may reject such application.  MR. ROSE and COMPANY understand
and  agree that, in the event of a change in control of COMPANY, this subsection
may  be  subject  to  modification  by  specific  written agreement between such
successor,  COMPANY,  and  MR.  ROSE.

     c.     MR. ROSE shall cooperate with and assist COMPANY whenever reasonably
possible, so that all of his duties, responsibilities and pending matters can be
transferred  in  an  orderly  way;

     d.  MR.  ROSE  shall  provide COMPANY with full cooperation and assistance,
upon  COMPANY's request, including testifying at all trials, when MR. ROSE might
have relevant information. COMPANY shall pay MR. ROSE, at an hourly rate derived
from  MR.  ROSE's  base  monthly  salary  during  the  term  of  this Negotiated
Employment  Agreement,  for time expended in preparation of trial, including but
not  limited  to  review  of  records  and  files,  attendance  at and review of
depositions,  attendance  at  conferences  with counsel, attendance at trial and
assistance  with post trial and appeal issues and matters and for any reasonable
and  necessary expenses because of his requested cooperation with and assistance
to  COMPANY.

     e.  As  a specific condition of this Negotiated Employment Agreement and in
addition  to  the  confidentiality provisions in Paragraph 7, MR. ROSE shall not
disclose  to  any  third  party, including future employers or clients, material
details  derived from his present or former executive position with COMPANY that
relate  to COMPANY's past, present, or future strategic relations with actual or
potential  customers,  including  but  not limited to customer contacts, pricing
terms,  sales  strategies or marketing plans, unless MR. ROSE has received prior
written  consent  of  the  Chief  Executive Officer of COMPANY or COMPANY's Vice
President  for Human Resources. MR. ROSE understands and agrees that information
subject  to  the  limitations  of  this  paragraph  may  include information not
otherwise  subject  to  the  confidentiality  provisions  of  Paragraph  7.

7.     Confidentiality  of  Information:
       --------------------------------

     MR.  ROSE acknowledges that the information, observations and data relating
to  the  formulation, processing, manufacturing, sale and marketing of COMPANY's
battery  and  battery related products obtained by MR. ROSE during the course of
MR.  ROSE's  employment  with COMPANY, its subsidiaries and affiliated companies
and  its  predecessors (the "Confidential Information") are confidential and the
exclusive  property  of  COMPANY/or such companies. MR. ROSE agrees that he will
not  disclose  to  any unauthorized persons or use for MR. ROSE's own account or
for  the  benefit  of  any  third  party  (other  than  COMPANY)  any  of  such
"Information"  without COMPANY's prior written consent, unless and to the extent
that such "Confidential Information" became generally known to and available for
use  by  the public other than as a result of MR. ROSE's acts or failure to act.
Such "Confidential Information", observations and data shall include, but not be
limited  to,  COMPANY's  and  its  affiliates  current  and  planned information
systems,  the  names, addresses or particular desires or needs of its customers,
the  structure  of its markets, the prices charged for its services or products,
its  market  share,  marketing strategies and promotional efforts in any market,
information  concerning  product  development, manufacturing processes, research
and  development projects, formulas, inventions and compilations of information,
records  or  specifications,  information  concerning  future  product or market
developments,  financial  information, information regarding suppliers and costs
of  raw  materials and other supplies, financing programs, overhead distribution
and  other  expenses,  or conversion costs. MR. ROSE understands and agrees that
such  "Confidential  Information"  is  important, material and confidential, and
that disclosure would gravely affect the successful conduct of COMPANY's and its
affiliates'  businesses. MR. ROSE and COMPANY's designated representative(s) may
review  and  mutually agree upon copies of presentation components that are not,
or  will  not  be  treated  as,  Confidential  Information under this Negotiated
Employment  Agreement and MR. ROSE may retain either copies of such materials or
the  originals,  with  copies  retained  by  COMPANY.

The  obligation  to  protect  Confidential  Information is on-going and does not
--------------------------------------------------------------------------------
expire  upon  the  termination  of  the  Parties'  contractual  relationship.
-----------------------------------------------------------------------------



     8.  Subject  to  Paragraphs  4  and 5 above, by March 31, 2004, or mutually
agreed  earlier  date,  MR. ROSE warrants and represents that he will return and
deliver  to  COMPANY's  designated  representative  all memoranda, notes, plans,
programs,  records,  reports,  and  other  documentation  (and  copies  thereof)
relating  to the business of COMPANY, its affiliates, and its predecessors which
MR.  ROSE possesses or has under his possession now or in the future, including,
but  not  limited  to, computer hardware, software, data and disks, draft books,
memoranda,  notes,  plans,  programs,  records, reports, and other documentation
(and  copies thereof) relating to COMPANY, office equipment and supplies, credit
cards,  cash  advances and, if applicable, any outstanding final expense report.


<PAGE>
     9.     Non-Interference  and  Related  Agreements:
            ------------------------------------------

     a. For the duration of this Negotiated Employment Agreement and a period of
twelve  (12)  months  after MR. ROSE is removed from COMPANY's payroll, MR. ROSE
shall  not  (i) induce or attempt to induce any employee of COMPANY to leave the
employ  of COMPANY or in any way interfere with the relationship between COMPANY
and  its  employees  or (ii) induce or attempt to induce any customer, supplier,
distributor,  broker  or  other  business  relation  of  COMPANY  to cease doing
business with the COMPANY, or in any way interfere with the relationship between
any  customer,  supplier,  distributor,  broker  or  other business relation and
COMPANY.

     b.  COMPANY  agrees  that  its  representatives  will not make any false or
defamatory statements regarding MR. ROSE to employees of COMPANY, its affiliates
or  subsidiaries,  its  customers,  suppliers,  and/or  agencies.


     10.     Non  Competition
             ----------------

     a. For the duration of this Negotiated Employment Agreement and a period of
twelve  (12)  months  after MR. ROSE is removed from COMPANY's payroll, MR. ROSE
will not compete against COMPANY in COMPANY business. An earlier payroll removal
date  pursuant to Paragraphs 4 or 5 shall not shorten the applicable time period
pursuant  to  this  Paragraph.
     b.  Definition  of  "COMPANY  Business"
         -----------------------------------
     For  purposes  of  this  Negotiated Employment Agreement, the term "COMPANY
Business"  shall  mean  any  of  the  following business activities by a company
through  a  business  or  facility:  (i)  manufacturing, marketing, distributing
and/or  consulting  on  and  or  operating  a  facility  for, the manufacturing,
processing,  marketing  or  distributing  of  batteries,  lighting  products,
rechargeable  batteries  and  related  battery  and  lighting  products;  (ii)
purchasing  or  producing  materials  for use as, and marketing and distributing
and/or  consulting  on the purchasing, producing or marketing or distributing of
such  products  or  materials;  and  (iii)  marketing  and  distributing, and/or
consulting  regarding the marketing or distributing, of such related products or
materials. This obligation extends to the products and/or methods that presently
are  used,  or  were  used,  or  are or were under development or consideration,
whether  or not completed, for use in COMPANY Business as of the date MR. ROSE's
employment  ends  for  any  reason.  MR.  ROSE  understands that this definition
applies  only to this Negotiated Employment Agreement. Any other restrictions on
competition  in other plan, policies or arrangements, including, but not limited
to,  those  restrictions  in  the  Deferred Compensation Plan for Key Employees,
shall  continue  to apply as they exist now or may be modified by COMPANY in the
future,  as  long  as  such  modifications  are not directed solely at MR. ROSE.

     c.  For  the  purpose of this Negotiated Employment Agreement, to "compete"
means  to accept or begin employment with, advise, finance, own (partially or in
whole), consult with, or accept an assignment through an employer with any third
party  worldwide  in  a  position  involving  or  relating  to COMPANY Business.


     d.  This  Negotiated  Employment  Agreement  does not prevent MR. ROSE from
buying  or  selling  shares  of stock in any company that is publicly listed and
traded  in  any stock exchange or the over-the-counter market. However, MR. ROSE
may  not  use  Confidential Information to engage in, or induce others to engage
in,  insider  trading  as  prohibited  by  federal  and  state  securities laws.

     11.     Release  and  Waiver:
             --------------------

          The  promises  and  payments  contained  in  this Agreement, including
Paragraphs  1  (except  Paragraph  1(j)), 2, and 4 above, are in addition to any
wages  to  which  MR.  ROSE already is entitled because of his work for COMPANY.
MR.  ROSE  agrees  to  accept  the  promises  and  terms  in these Paragraphs in
consideration  for  the  settlement, waiver and release and discharge of any and
all  claims  or  actions against Energizer Holdings, Inc. and COMPANY, including
their  affiliates,  subsidiaries,  holding  companies,  directors,  officers,
employees,  and agents, arising under any federal, state, or local statute, law,
or  regulation  pertaining  to  employment  discrimination  on the basis of age,
religion,  disability,  marital  status, or any other reason established by law,
including  any  claim  of  actual  or  constructive  wrongful  discharge.


12.     Promise  Not  to  Sue:
        ---------------------

      a.  MR.  ROSE  makes  the  following  promises  not  to  sue:

          i.  MR.  ROSE  releases,  settles  and  forever  discharges  Energizer
     Holdings,  Inc.  and  COMPANY,  including  their  affiliates, subsidiaries,
     holding companies, directors, officers, employees, and agents, from any and
     all  claims,  causes  of  action,  rights,  demands,  debts,  or damages of
     whatever  nature,  whether  or  not MR. ROSE currently knows of them, which
     might  have  arisen  from  MR.  ROSE's  employment with and retirement from
     COMPANY and which may be brought by MR. ROSE or another person or agency on
     MR. ROSE's behalf. This includes, but is not limited to, any claim MR. ROSE
     might  raise under contract or tort law for actual or constructive wrongful
     discharge,  except  those  claims  which  the  parties specifically have
                 ------
     excluded  from this release and identified in Paragraph 14 below and except
     for  a  breach  by  COMPANY  of  a  material  provision  of this Agreement.

          ii  MR.  ROSE expressly releases Energizer Holdings, Inc. and COMPANY,
     including  their  affiliates,  subsidiaries,  holding companies, directors,
     officers,  employees,  and  agents,  from  any  and all legal liability and
     waives  all  claims,  demands,  or  causes of action which MR. ROSE, or any
     person or agency acting on MR. ROSE's behalf, may have against COMPANY, its
     agents,  representatives,  and  employees  under all federal, state, and/or
     local  laws  regulating  employment,  including  but  not  limited  to, all
     discrimination  claims  under the Civil Rights Act of 1964, as amended, the
     Age  Discrimination in Employment Act, the Americans with Disabilities Act,
     Civil Rights Act known as 42 USC 1981, the Handicap Discrimination Act, the
     Missouri  Human  Rights  Act,  as  amended,  Section  213.010  et seq., the
     Missouri  Service  Letter Statute, as amended, Section 290.140 R.S.Mo., the
     Family  and  Medical  Leave  Act  of  1994,  and  the  Older Worker Benefit
     Protection  Act.

     b.  The COMPANY releases, settles, and forever discharges MR. ROSE from any
and all claims, causes of actions, rights demands, debts, or damages of whatever
nature,  whether  or  not  COMPANY currently knows them, which might have arisen
from  MR.  ROSE's actions or omissions within the scope of his duties during his
employment with the COMPANY and retirement from COMPANY and which may be brought
by  the  COMPANY  or  another  person  or  agency  on the COMPANY's behalf. This
includes, but is not limited to, any claim COMPANY might raise under contract or
tort law and also includes any claims arising under federal, state, and/or local
laws  regulating  employment.


     13.     Remedy  for  Violation:
             ----------------------

     a.  In  the event that MR. ROSE brings a cause of action against COMPANY in
violation  of  Paragraphs  11  and  12 above, MR. ROSE understands and agrees to
place  in  an  escrow  account  an  amount equal to any settlement or separation
payment  paid  to  MR.  ROSE  pursuant  to  this  Agreement (except for payments
pursuant  to  Paragraph  1(j)) while said cause of action is in litigation. If a
court of competent jurisdiction determines that MR. ROSE should not have brought
such  a  cause  of  action  because it is without merit and/or prohibited by MR.
ROSE's  promises  in  this  Agreement,  then MR. ROSE shall repay to COMPANY any
settlement  payment(s)  being  held in the escrow account, as well as an amount,
with  interest, equal to any salary continuation after MR. ROSE is released from
regular  full-time  duties and responsibilities, other discretionary payments or
services  that  are  paid  to  or  provided to MR. ROSE as consideration for the
promises  made  by  MR.  ROSE  in this Agreement, and attorneys fees incurred by
COMPANY  defending  its  actions  and  this  Agreement, in addition to any other
damages  the  Court  may  deem  proper.

     b.     MR.  ROSE further understands that any breach of Paragraphs 6(e), 7,
9  and  10  of  this Agreement could cause irreparable harm to the COMPANY.  MR.
ROSE  agrees  that  COMPANY  has  the  right  to  seek  an injunction to prevent
violation  of  MR.  ROSE's  obligations  under  this  Agreement,  in addition to
COMPANY's  right  to seek the remedies at law described in subsection (a) above.


     14.     Excluded  Claims:
             ----------------

          This  Agreement  shall not affect MR. ROSE's right to raise any claims
based  on  any  Social  Security, or Workers' Compensation laws, or based on the
terms  in effect at the time the claim is raised of the Energizer Holdings, Inc.
Retirement  Plan,  Supplemental  Retirement  Plan,  Deferred  Compensation Plan,
Savings  Investment  Plan, Executive Savings Investment Plan, Executive Life and
Health Plans, retiree benefits under the Energizer Medical Plan, and any and all
other  executive  or  employee benefit plans or programs through which he may be
legally  entitled  to  benefits  as  a  result of his employment with COMPANY or
subsequent  retirement.


     15.  Benefit  Earnings:
         -----------------

     It  is understood and agreed that only the salary continuation and payments
identified  in Paragraphs 1(b), (d), and (j) will be considered benefit earnings
for  applicable  benefit  plans maintained by COMPANY.  Any other monies paid to
MR.  ROSE  pursuant to this Negotiated Employment Agreement shall not constitute
earnings  for  benefit  plan  purposes.

     16.     Confidentiality:
             ---------------

          MR.  ROSE agrees not to talk about, write about, or otherwise disclose
the  existence  of  this  Negotiated  Employment  Agreement,  the  terms of this
Negotiated  Employment  Agreement,  or  any  fact  concerning  its  negotiation,
execution,  or implementation to any person, firm, or corporation, other than to
MR. ROSE's spouse, financial advisor or attorney, unless MR. ROSE is required to
do  so by federal, state, or local law, or by a court of competent jurisdiction.
If  MR.  ROSE discloses the terms of this Negotiated Employment Agreement to MR.
ROSE's  spouse,  financial  advisor  or  attorney,  MR.  ROSE  shall advise that
confidentiality is an essential part of this Negotiated Employment Agreement and
advise  each  that  they  are  bound  by  the  confidentiality clause.  MR. ROSE
understands  that  COMPANY  has  disclosed,  or will disclose, the terms of this
Negotiated Employment Agreement to its Board of Directors and such other COMPANY
employees  as COMPANY deemed necessary to implement and administer its terms and
that  COMPANY will disclose the terms of this Negotiated Employment Agreement as
required  by  Security  Exchange  Commission regulation or if COMPANY reasonably
concludes  that it is legally bound to do so for other reason, including but not
limited  to  application  of  subpoena  or  order  from  a  court  of  competent
jurisdiction.

     17.     Entire  Agreement:
             -----------------

          This  Negotiated Employment Agreement is intended to finally and fully
define and conclude the employment relationship between MR. ROSE and COMPANY and
may  be  amended  only  by an agreement in writing signed by the parties hereto.
This Negotiated Employment Agreement shall not be interpreted as an admission by
COMPANY, its affiliates or its subsidiaries or MR. ROSE of any wrongdoing or any
violation of federal, state or local law, regulation, or ordinance.  The COMPANY
specifically  denies  that  it,  or its agents, supervisors, representatives, or
employees  of  COMPANY,  its affiliates or subsidiaries, have ever committed any
wrongdoing  whatsoever  against  MR.  ROSE. MR. ROSE specifically denies that he
ever  has committed any wrongdoing whatsoever against COMPANY or its affiliates,
subsidiaries,  employees,  customers,  or  suppliers.

     18.     Effect  in  the  Event  of  Unenforceability:
             --------------------------------------------

          If,  at  the  time  of  enforcement  of  any of the provisions of this
Negotiated  Employment Agreement, but particularly Paragraphs 6(e), 7, 9, and 10
above,  a court holds that the restrictions stated herein are unreasonable under
the  circumstances  then  existing,  the  parties agree that the maximum period,
scope  or  geographical  area  reasonable  under  the  circumstances  will  be
substituted  for  the  stated  period,  scope  or  area.

     20.     Severability:
             ------------

          In  the  event  that  any  provision  shall  be  held to be invalid or
unenforceable  for any reason whatsoever by a court of competent jurisdiction it
is  agreed  such  invalidity  or  unenforceability  shall  not  affect any other
provision  of  this Negotiated Employment Agreement and the remaining covenants,
restrictions  and  provisions  hereof shall remain in full force and effect, and
any court of competent jurisdiction may so modify the objectionable provision as
to  make  it  valid,  reasonable  and  enforceable.


     21.     Governing  Law:
             --------------

          This  Negotiated Employment Agreement will be governed by the internal
law  of  the  State  of  Missouri  and  not  its  law  of  conflicts.

     22.     Voluntary  Nature  of  Employment  Agreement:
             --------------------------------------------

          MR.  ROSE expressly acknowledges that he understands all the terms and
effects of this Negotiated Employment Agreement and is entering voluntarily into
this  Negotiated Employment Agreement.  MR. ROSE expressly acknowledges that the
COMPANY  has given him at least twenty-one (21) days to consider this Negotiated
Employment Agreement as originally presented and that the COMPANY also has given
him  the  opportunity  to  discuss  all  aspects  of  this Negotiated Employment
Agreement  with an attorney before signing this Negotiated Employment Agreement.
MR.  ROSE  states that he has discussed this Negotiated Employment Agreement or,
in  the  alternative,  has  freely  elected  to  waive any remaining part of the
twenty-one  (21)  calendar  days  and  any  further  opportunity to discuss this
Negotiated  Employment  Agreement  with  an  attorney  before  signing  it.

     23.     Right  of  Revocation:
             ---------------------

          MR.  ROSE  may  revoke  his  acceptance within seven (7) calendar days
after  signing  this  Negotiated  Employment  Agreement.  MR.  ROSE's  notice of
revocation  must be given to the Vice President, Human Resources, of the COMPANY
in  writing  within  seven  (7)  calendar  days  after  signing  this Negotiated
Employment  Agreement  in  order  to  be  valid and effective.  If MR. ROSE does
revoke  this  Negotiated Employment Agreement, neither MR. ROSE nor COMPANY will
be required to satisfy any of the terms of this Negotiated Employment Agreement.
If  MR. ROSE has not revoked his acceptance within seven (7) calendar days, this
                 ---
Negotiated  Employment  Agreement's  effectiveness  will  become  final.


                                        EVEREADY BATTERY  COMPANY,  INC.
MR.  ROSE                               and
                                        ENERGIZER  HOLDINGS,  INC.


--------------------------              By:
Randy  J.  Rose                            Peter  J.  Conrad
                                           Vice President, Human Resources
                                           Eveready Battery Company, Inc.

Signed this _________  day of              Signed this  _________  day  of
___________________,  2002.               ___________________,  2002.

Witness:     ________


Dated:                         _________________
                               -----------------

<PAGE>
------

                                  ATTACHMENT A
                                  ------------




                                   RESIGNATION
                                   -----------



     I,  Randy J. Rose, hereby resign my position as an Officer of the following
entities  as  of  March  18,  2002:

     Energizer  Holdings,  Inc.
     Eveready  Battery  Company,  Inc.


     It has been an honor to serve as an Officer of Energizer Holdings, Inc. and
Eveready  Battery  Company,  Inc., and I will be assisting in effecting a smooth
transition  of  all responsibilities between now and my departure pursuant to my
negotiated  employment  agreement  with  the  Company.

     Thank  you  for  your  support  during  my  tenure  with  Energizer.



                              Respectfully,



                              _______________________________
                              Randy  J.  Rose               Date







</TEXT>
</DOCUMENT>
