ENERGIZER HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10.IV
<SEQUENCE>7
<FILENAME>doc6.txt
<TEXT>



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

     This  Employment  Agreement and General Release (referred to as "Employment
Agreement")  is  entered  into  this  ____ day of ________________, 2003, by and
between  Harry L. Strachan, (referred to as "MR. STRACHAN") and Eveready Battery
Company,  Inc.  (referred  to  as  "COMPANY"  and  defined  in Paragraph 22) and
Energizer  Holdings,  Inc.

     WHEREAS, MR. STRACHAN 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,  MR.  STRACHAN  has  indicated  his  interest  in  retiring;  and

     WHEREAS,  COMPANY  would  benefit  from MR. STRACHAN's continued assistance
with  its  legal  affairs  for  a  period  of  time;  and

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

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

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

1.     Employment  Terms,  subject  to  Paragraphs  4,  5  and  6  below:
--     -----------------------------------------------------------------


     a.     MR.  STRACHAN shall continue satisfactorily to perform his duties as
Vice  President  and  General  Counsel  for  Eveready  Battery  Company, Inc. as
assigned  through  February  28,  2003.

     b.     MR.  STRACHAN  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 March 1, 2003. This resignation letter
shall  be  in  line  with COMPANY's specifications as set out in Attachment A to
this  Employment  Agreement  and  submitted  to  the  Chief Executive Officer of
COMPANY  upon  execution  of  this  Employment  Agreement.

c.     Upon  March  1,  2003,  MR.  STRACHAN will cease to be Vice President and
General  Counsel  for COMPANY and, through January 31, 2004, will be employed by
COMPANY  in  the  position  of  Vice President of Legal Initiatives for Eveready
Battery  Company,  Inc.  MR.  STRACHAN  will  be paid the base monthly salary he
earned  as  of  February  1,  2003,  while  he is on the COMPANY's payroll.  MR.
STRACHAN  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.

d.     MR.  STRACHAN  agrees  satisfactorily  to  perform his duties as assigned
without  disruption  to  COMPANY  operations  or  injury  to  COMPANY's business
operations  or  reputation.
          e.     MR.  STRACHAN will receive a bonus payment of two hundred sixty
thousand  dollars  ($260,000), less legally required deductions, for Fiscal Year
2003.  MR.  STRACHAN  will  not  be  eligible for or receive a bonus payment for
Fiscal Year 2004.  MR. STRACHAN'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.

f.     The  terms  of the Change of Control Employment Agreement entered into by
COMPANY  with MR. STRACHAN on November, 2000, and thereafter amended on February
1, 2001 and November 19, 2001, hereby are voided and shall have no further force
or  effect  on  either MR. STRACHAN or COMPANY upon execution of this Employment
Agreement.

g.     Effective March 1, 2003, or mutually agreed other date, MR. STRACHAN 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 duties or
special projects that are assigned by the Chief Executive Officer of the Company
or  his  designee,  in  accordance  with  Paragraph 1(c), if the Chief Executive
Officer  of  COMPANY  determines  that MR. STRACHAN's physical presence would be
necessary  or  beneficial  for  such  work.

h.     Effective  January 31, 2004, MR. STRACHAN's employment will be terminated
and  he  will  be  removed  from  the  active  payroll



i.     Benefit  Plan  Participation.

     i.     While  he is on COMPANY's payroll, MR. STRACHAN shall continue to be
able  to  participate  in  the  benefit plans in which he is participating as of
January 31, 2003.  MR. STRACHAN will be permitted to change his participation in
such  plans  during the course of his employment to the extent plan terms permit
for  any  other  participation. 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 Employment
Agreement,  as  long  as  such  action  is  not directed solely at MR. STRACHAN.


ii.     MR. STRACHAN 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.

j.     MR.  STRACHAN  may  apply  for  reimbursement in 2004 under the Financial
Planning  Program for executives, if requested by MR. STRACHAN any time in 2004,
up  to  the  annual maximum permitted by the Program and subject to the terms of
the  Financial  Planning Program, including any obligation to submit invoices or
other  documentation for reimbursement.  The COMPANY will submit a Form 1099, as
required  by the IRS, for such reimbursement, if it occurs after MR. STRACHAN is
removed  from  COMPANY's  payroll.

k.     Within  two  weeks after his removal from COMPANY's payroll, MR. STRACHAN
will  be  paid for any unused, banked, or carryover paid time off (PTO) days, in
accordance  with  Eveready  policy  in  effect  at  the  time.

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

a.     The  terms  of Energizer Holdings, Inc.'s Deferred Compensation Plan will
apply  to  MR.  STRACHAN's  while  he  is  on  COMPANY's  payroll  and  upon his
termination  of  employment in 2004, or earlier date pursuant to Paragraphs 4, 5
or  6  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 Employment Agreement, as long as
such  action  is  not  directed  solely  at  MR.  STRACHAN.

     b.     MR.  STRACHAN  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. STRACHAN's status as of his
payroll  removal  date.

c.     Energizer Holdings, Inc. and Mr. STRACHAN mutually execuated a Restricted
Stock  Equivalent Award Agreement on May 8, 2000.  Stock equivalents credited to
Mr.  STRACHAN  pursuant  to  the  provisions  of  that  Agreement  shall vest in
accordance  with  the  terms  thereof,  and shall convert to shares of Energizer
Common  Stock  and  be  issued  to Mr. STRACHAN in accordance (1) with the terms
thereof  and (2) the election with respect to such conversion previously made by
Mr. STRACHAN. Notwithstanding the above, however, in the event that Mr. STRACHAN
is removed from the Company's payroll prior to January 31, 2004, any equivalents
that  have  not vested as of such date shall immediately vest, convert to shares
in  accordance  with  Mr.  STRACHAN's  election, and be issued to him as soon as
practicable  thereafter.  All  other  terms  of  the Restricted Stock Equivalent
Award  Agreement  shall  remain  in  effect.

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

     MR.  STRACHAN'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.  STRACHAN.

4.     MR.  STRACHAN  and  COMPANY  understand  and  agree that, if MR. STRACHAN
resigns  or  obtains  and  begins employment with another company on or prior to
                                             --------------------
March  31,  2003,  without  the  consent  of COMPANY, COMPANY will terminate MR.
STRACHAN  immediately  by  removing  MR.  STRACHAN from COMPANY's payroll.  Upon
payroll removal, MR. STRACHAN's benefits as an active employee will cease and he
     will  not  be entitled to any further benefits or payments pursuant to this
Employment  Agreement,  except  that  he shall be paid for any earned but unused
paid  time-off  (including  any banked PTO days) within two weeks of his removal
from  the  payroll.  COMPANY  has the sole discretion to elect to accelerate any
remaining  salary  continuation  through  January  31,  2004,  and bonus payment
provided  for  in Paragraph 1(e), to be paid to MR. STRACHAN in a lump sum, less
legally  required deductions, within two weeks of MR. STRACHAN's last day on the
payroll.

     5.     MR.  STRACHAN and COMPANY understand and agree that, if MR. STRACHAN
resigns  or obtains and begins employment with another company on or after March
                                          --------------------
1,  2003,  but  prior  to  January 31, 2004, COMPANY will terminate MR. STRACHAN
immediately  by removing MR. STRACHAN from COMPANY's payroll.  Upon termination,
MR.  STRACHAN's benefits as an active employee will cease.  Any remaining salary
continuation  through  January  31,  2004,  and  bonus  payment  provided for in
Paragraph  1(e),  will  be  paid  to  MR.  STRACHAN  in a lump sum, less legally
required deductions, within two weeks of MR. STRACHAN'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 7(e), 8,
10  and  11  below.

     6.     MR.  STRACHAN and COMPANY understand and agree that, if MR. STRACHAN
obtains  and  begins  employment  within  COMPANY  or  any  of its affiliates or
                                  ---------------
subsidiaries  prior  to  January  31,  2004 in another position, this Employment
Agreement  will  become  null  and  void.

     7.     Obligation  of  MR.  STRACHAN:
            -----------------------------

     a.     MR.  STRACHAN  shall notify COMPANY within two days of being offered
and  accepting  another position, if MR. STRACHAN accepts a position to commence
before  January  31,  2004;

b.     MR.  STRACHAN 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;

c.     MR.  STRACHAN shall provide COMPANY with full cooperation and assistance,
upon  COMPANY's  request,  including  testifying at all trials or assisting with
trial  preparation,  when MR. STRACHAN might have relevant information.  COMPANY
shall  pay  MR.  STRACHAN,  at  an  hourly rate derived from MR. STRACHAN's base
monthly  salary  during the term of this 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.

d.     As  a  specific condition of this Employment Agreement and in addition to
the  confidentiality  provisions in Paragraph 8, MR. STRACHAN 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 business or legal matters, unless MR.
STRACHAN  has  received  prior written consent of the Chief Executive Officer of
COMPANY  or  COMPANY's  Vice  President  for  Human  Resources.  MR.  STRACHAN
understands  and  agrees  that  information  subject  to the limitations of this
paragraph  may  include information not otherwise subject to the confidentiality
provisions  of Paragraph 8 and that COMPANY has the sole discretion to determine
materiality.

8.     Confidentiality  of  Information:
       --------------------------------

          MR.  STRACHAN 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. STRACHAN during
the  course  of  MR.  STRACHAN's  employment  with COMPANY, its subsidiaries and
affiliated  companies  and its predecessors (the "Confidential Information") are
separate from the information protected by the attorney-client privilege and are
confidential  and  the  exclusive  property  of  COMPANY/or such companies.  MR.
STRACHAN agrees that he will not disclose to any unauthorized persons or use for
MR.  STRACHAN'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.
STRACHAN'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 bounds 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.  STRACHAN 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.  The  obligation to protect Confidential Information is on-going and
             -------------------------------------------------------------------
does  not  expire upon the termination of the Parties' contractual relationship.
--------------------------------------------------------------------------------

     9.     Subject  to  Paragraphs  4,  5, and 6 above, by January 31, 2004, or
mutually  agreed earlier date, MR. STRACHAN 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.  STRACHAN  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.

     10.     Non-Interference  and  Related  Agreements:
             ------------------------------------------

     For  the  duration of this Employment Agreement and a period of twelve (12)
months  after MR. STRACHAN is removed from COMPANY's payroll, MR. STRACHAN 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.

     11.     Non  Competition
             ----------------

a.     For the duration of this Employment Agreement and a period of twelve (12)
months  after  MR. STRACHAN is removed from COMPANY's payroll, MR. STRACHAN will
not  compete  against  COMPANY  in COMPANY business.  An earlier payroll removal
date  pursuant  to  Paragraphs  4, 5, or 6 shall not shorten the applicable time
period  pursuant  to  this  Paragraph.

          b.     Definition  of  "COMPANY  Business"
                 -----------------------------------
               For  purposes  of  this  Employment  Agreement, the term "COMPANY
Business"  shall  mean  any company that owns or operates a business or facility
that  engages  in  any  of the following business activities: (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.
STRACHAN  's  employment ends for any reason. MR. STRACHAN understands that this
definition applies only to this 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. STRACHAN.

c.     For  the  purpose  of  this  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  Employment  Agreement  does not prevent MR. STRACHAN 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. STRACHAN may not
use  Confidential  Information  to  engage  in,  or  induce others to engage in,
insider  trading  as  prohibited  by  federal  and  state  securities  laws.

     12.     Release  and  Waiver:
             --------------------

          The  promises  and  payments  contained  in  this Agreement, including
Paragraphs  1  (except Paragraph 1(k)) and 5 above, are in addition to any wages
to  which MR. STRACHAN already is entitled because of his work for COMPANY.  MR.
STRACHAN  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.

     13.     Promise  Not  to  Sue:
             ---------------------

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

               i.          MR. STRACHAN 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.  STRACHAN currently knows of them, which might have arisen
from MR. STRACHAN's employment with and retirement from COMPANY and which may be
brought  by  MR.  STRACHAN or another person or agency on MR. STRACHAN's behalf.
This  includes,  but is not limited to, any claim MR. STRACHAN 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  15  below  and  except  for  a breach by COMPANY of a
material  provision  of  this  Agreement.

               ii     MR.  STRACHAN  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. STRACHAN, or any
person  or agency acting on MR. STRACHAN'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., and the Family and Medical Leave Act of 1994.

b.     The  COMPANY  releases, settles, and forever discharges MR. STRACHAN 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. STRACHAN'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.

     14.     Remedy  for  Violation:
             ----------------------

a.     In  the  event that MR. STRACHAN brings a cause of action against COMPANY
in  violation of Paragraphs 12 and 13 above, MR. STRACHAN understands and agrees
to  place  in  an escrow account an amount equal to any settlement or separation
payment  paid  to  MR.  STRACHAN 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. STRACHAN should not have
brought  such a cause of action because it is without merit and/or prohibited by
MR.  STRACHAN's  promises  in  this  Agreement, then MR. STRACHAN 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. STRACHAN is
released from regular full-time duties and responsibilities, other discretionary
payments  or  services  which  are  paid  to  or  provided  to  MR.  STRACHAN as
consideration  for  the  promises  made  by  MR. STRACHAN 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.  STRACHAN  further understands that any breach of Paragraphs 7(d), 8,
10  and  11  of this Agreement could cause irreparable harm to the COMPANY.  MR.
STRACHAN  agrees  that  COMPANY  has  the right to seek an injunction to prevent
violation  of  MR.  STRACHAN's  obligations under this Agreement, in addition to
COMPANY's  right  to seek the remedies at law described in subsection (a) above.

     15.     Excluded  Claims:
             ----------------

          This  Agreement  shall  not  affect  MR. STRACHAN'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.

16.          Benefit  Earnings:
             -----------------

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

     17.     Confidentiality:
             ---------------

          MR.  STRACHAN  agrees  not  to  talk  about, write about, or otherwise
disclose  the  existence  of  this  Employment  Agreement,  the  terms  of  this
Employment  Agreement,  or  any  fact  concerning its negotiation, execution, or
implementation to any person, firm, or corporation, other than to MR. STRACHAN's
spouse,  financial advisor or attorney, unless MR. STRACHAN is required to do so
by  federal,  state,  or local law, or by a court of competent jurisdiction.  If
MR.  STRACHAN discloses the terms of this Employment Agreement to MR. STRACHAN's
spouse,  financial  advisor  or  attorney,  MR.  STRACHAN  shall  advise  that
confidentiality  is  an  essential  part of this Employment Agreement and advise
each  that  they  are  bound  by  the  confidentiality  clause.  MR.  STRACHAN
understands  that  COMPANY  has  disclosed,  or will disclose, the terms of this
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 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.

     18.     Entire  Agreement:
             -----------------

          This  Employment Agreement is intended to finally and fully define and
conclude the employment relationship between MR. STRACHAN and COMPANY and may be
amended  only  by  an  agreement  in writing signed by the parties hereto.  This
Employment  Agreement  shall  not be interpreted as an admission by COMPANY, its
affiliates  or  its  subsidiaries  or  MR.  STRACHAN  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.  STRACHAN.

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

          If,  at  the  time  of  enforcement  of  any of the provisions of this
Employment  Agreement,  but particularly Paragraphs 7(e), 8, 10, and 11 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 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  Employment Agreement will be governed by the internal law of the
State  of  Missouri  and  not  its  law  of  conflicts.

22.     Company  Defined:
        -----------------

          For  purposes  of  this  Agreement, the term "COMPANY" as used herein,
shall  include  not only Eveready Battery Company, but also the subsidiaries, or
affiliated  companies  of Eveready Battery Company, Energizer Holdings, Inc. and
all  officers,  directors,  agents,  and  employees  of  any  of  the foregoing.

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

          MR.  STRACHAN expressly acknowledges that he understands all the terms
and  effects  of this Employment Agreement and is entering voluntarily into this
Employment  Agreement.  MR. STRACHAN expressly acknowledges that the COMPANY has
given him at least twenty-one (21) days to consider this Employment Agreement as
originally  presented and that the COMPANY also has given him the opportunity to
discuss all aspects of this Employment Agreement with an attorney before signing
this  Employment  Agreement.  MR.  STRACHAN  states  that  he has discussed this
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  Employment  Agreement  with  an  attorney  before signing it.

     24.     Right  of  Revocation:
             ---------------------

          MR.  STRACHAN may revoke his acceptance within seven (7) calendar days
after  signing  this  Employment Agreement.  MR. STRACHAN'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 Employment Agreement in order
to  be  valid  and  effective.  If  MR.  STRACHAN  does  revoke  this Employment
Agreement,  neither  MR. STRACHAN nor COMPANY will be required to satisfy any of
the  terms  of  this  Employment Agreement.  If MR. STRACHAN has not revoked his
                                                                 ---
acceptance  within  seven  (7)  calendar  days,  this  Employment  Agreement's
effectiveness  will  become  final.

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



                                  By:
-------------------------------
Harry  L.  Strachan               Peter  J.  Conrad
                                  Vice  President,  Human  Resources
                                  Eveready  Battery  Company,  Inc.

Signed  this  _________  day  of          Signed  this  _________  day  of
___________________,  2003.          ___________________,  2003.

Witness:

Dated:

<PAGE>
------

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




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



I,  Harry  L.  Strachan, hereby resign my position as Officer and/or Director of
the  following  entities  effective  February  28,  2003:

EBC  Batteries,  Inc.
Energizer  Asia  Pacific,  Inc.
Energizer  Holdings,  Inc.
Energizer  International,  Inc.
Energizer  Japan,  Inc.
Energizer  Middle  East  and  Africa  Limited
Energizer  (South  Africa)  Ltd.
Eveready  Battery  Company,  Inc.
MKTE,  Inc.

I  understand and acknowledge that this resignation will not impact my status as
an  employee  of  Eveready  Battery  Company,  Inc.


     _____________________________
     Harry  L.  Strachan


SSN:  ________________________





</TEXT>
</DOCUMENT>
