Form of Indemnification Agreement

Exhibit 10.2

 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 herein shall continue during the period Director is a member of the Board of Directors of Company and shall continue thereafter so long as Director shall be subject to any possible or threatened, pending or completed action or claim, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Director was a member of the Board of Directors of the Company or was serving in any other capacity referred to herein.

5.    Notification and Defense of Claim. Promptly after receipt by Director of notice of the commencement of any action, claim, suit or proceeding against him by reason of his status as a Director of the Company or any other capacity referenced herein, Director will notify Company of the commencement thereof; provided, however, that the omission to so notify Company will not relieve Company from any liability which it may have to Director under this Agreement unless and only to the extent that Company's rights are actually prejudiced by such failure. With respect to any such action, claim, suit o r proceeding as to which Director notifies Company of the commencement thereof:

 (a)    Company will be entitled to participate therein at its own expense; and,

(b)    Except as otherwise provided below, to the extent that it may wish, Company jointly with any other party will be entitled to assume the defense thereof, with counsel satisfactory to Director. After notice from Company to Director of its election to so assume the defense thereof, Company will not be liable to Director under this Agreement for any legal or other expenses subsequently incurred by Director in connection with the defense thereof unless Director shall have reasonably concluded that there may be a conflict of interest between Company and Director in the conduct of the defense of such action, in which case, Company shall not be entitled to assume the defense o f any action, claim, suit or proceeding brought by or on behalf of Company;

(c)    Company shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Director without Director’s written consent. Neither Company nor Director will unreasonably withhold their consent to any proposed settlement.

 6.    Advancement and Repayment of Expenses.

(a)    To the extent that the Company assumes the defense of any action, claim, suit or proceeding against Director, Director agrees that he will reimburse Company for all reasonable expenses paid by Company in defending any such action, claim, suit or proceeding against Director in the event and only to the extent that it shall be finally judicially adjudged that Director is not entitled to be indemnified by Company for such expenses under the provisions of the Indemnification Statute, the Articles, this Agreement or otherwise.

(b)    To the extent that the Company does not assume the defense of any action, claim, suit or proceeding against Director, Company shall advance to Director all reasonable expenses, including all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with defending, preparing to defend or investigating any civil or criminal action, suit or proceeding, within twenty days after the receipt by Company of a statement or statements f rom Director requesting such advance or advances, whether prior to or after final disposition of such action, suit or proceeding. Such statement or statements shall reasonably evidence the expenses incurred by Director and shall include or be preceded or accompanied by an undertaking by or on behalf of Director to repay all of such expenses advanced if it shall be finally judicially adjudged that Director is not entitled to be indemnified against such expenses. Any advances and undertakings to repay pursuant to this paragraph shall be unsecured and interest free.

7.    Enforcement.

(a)    Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on Company hereby in order to induce Director to continue to serve as a member of the Board of Directors of Company, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.

 (b)    In the event Director is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, Company shall reimburse Director for all of Director’s reasonable fees and expenses in bringing and pursuing such action.

8.    Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

 9.    Governing Law; Binding Effect; Amendment and Termination.

 (a)    This Agreement shall be interpreted and enforced in accordance with the laws of the State of Missouri.

 (b)    This Agreement shall be binding upon Director and upon Company, its successors and assigns, and shall inure to the benefit of Director, his heirs, personal representatives and assigns, and to the benefit of Company, its successors and assigns.

 (c)    No amendment, modification, termination or cancellation of this Agreement shall be effective unless signed in writing by both parties hereto.

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

DIRECTOR           ENERGIZER HOLDINGS, INC.

        

By:______________________     By:_____________________________