Form of Amended Change of Control Employment Agreement


    
      

    


    Exhibit
      10(i)

    


    AMENDED
      CHANGE OF CONTROL 

    EMPLOYMENT
      AGREEMENT 

    


    


    This
      Amended Change
      of Control Employment Agreement (the “Amended Agreement”) by and between
      Energizer Holdings, Inc. (the “Company”), a Missouri corporation, and
      _____________ (“Executive”),

    


    WITNESSETH:

    


    WHEREAS,
      the
      Company, on behalf of itself, its subsidiaries and its stockholders, and any
      successor or surviving entity, wishes to encourage Executive’s continued service
      and dedication in the performance of his duties, notwithstanding the
      possibility, threat or occurrence of a Change of Control of the Company;
      and

    


    WHEREAS,
      the Board
      of Directors of the Company (the “Board”) believes that the prospect of a
      pending or threatened Change of Control inevitably creates distractions and
      personal risks and uncertainties for its executives, and that it is in the
      best
      interests of Company and its stockholders to minimize such distractions to
      certain executives, and the Board further believes that it is in the best
      interests of the Company to encourage its executives’ full attention and
      dedication to their duties, both currently and in the event of any threatened
      or
      pending Change of Control; and 

    


    WHEREAS,
      the Board
      has determined that appropriate steps should be taken to reinforce and encourage
      the continued retention of certain members of the Company’s management,
      including Executive, and the attention and dedication of management to their
      assigned duties without distraction in the face of potentially disturbing
      circumstances arising from the possibility of a Change of Control.

    


    NOW,
      THEREFORE, in
      order to induce Executive to remain in the employ of the Company and in
      consideration of his continued service to the Company, the Company agrees that
      Executive shall receive the benefits set forth in this Amended Agreement in
      the
      event that Executive’s employment with the Company is terminated subsequent to a
      Change of Control in the circumstances described herein, and the parties further
      agree as follows:

     

    


    I. Definitions.

    


    The
      meaning of each
      defined term that is used in this Amended Agreement is set forth below.


    


    (a) AAA.
      The American
      Arbitration Association. 

    


    (b) Accounting
      Firm.
      The meaning of this term is set forth in Subsection IV(e)(ii). 

    


    (c) Additional
      Pay. The
      meaning of this term is set forth in Subsection IV(b). 

    


    (d) After-Tax
      Amount.
      The meaning of the term is set forth in Subsection IV(e)(i).

    


    (e) After-Tax
      Floor
      Amount. The meaning of this term is set forth in Subsection
      IV(e)(i).

    


    (f) Agreement
      Payments.
      The meaning of this term is set forth in Subsection IV(e).

    


    (g) Beneficiaries.
      The
      meaning of this term is set forth in Subsection VI(b).

    


    (h) Board.
      The meaning
      of this term is set forth in the second WHEREAS clause of this Amended
      Agreement. 

    


    (i) Business
      Combination. The meaning of this term is set forth in
      Subsection I(i)(iii).

    


    (j) Cause.
      For purposes
      of this Amended Agreement, “Cause” shall mean Executive’s willful breach or
      failure to perform his/her employment duties. For purposes of this
      Subsection I(h), no act, or failure to act, on the part of Executive shall
      be deemed “willful” unless done, or omitted to be done, by Executive not in good
      faith and without reasonable belief that such action or omission was in the
      best
      interest of the Company. Notwithstanding the foregoing, Executive’s employment
      shall not be treated as having been terminated for Cause unless the Company
      delivers to Executive, prior to or at termination of employment, a certificate
      of a resolution duly adopted by the affirmative vote of not less than
      seventy-five percent (75%) of the entire membership of the Board at a meeting
      of
      the Board called and held for such purpose (after reasonable notice to Executive
      and an opportunity for Executive, together with Executive’s counsel, to be heard
      before the Board), finding that in the good faith opinion of the Board,
      Executive has engaged in such willful conduct and specifying the details of
      such
      willful conduct. 

    


    (k) Change
      of Control.
      For purposes of this Amended Agreement, a “Change of Control” shall be deemed to
      have occurred if there is a change of control of a nature that would be required
      to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
      promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), whether or not the Company is then subject to such reporting requirement;
      provided that, without limitation, such a Change of Control shall be deemed
      to
      have occurred if: 

    


    (i) any
“person”
(as
      such term is used in Sections 13(d) and 14(d)(2) as currently in effect, of
      the
      Exchange Act) is or becomes a “beneficial owner” (as determined for purposes of
      Regulation 13D-G, as currently in effect, of the Exchange Act), directly or
      indirectly, of securities representing twenty percent (20%) or more of the
      total
      voting power of all of the Company’s then outstanding voting securities. For
      purposes of this Amended Agreement, the term “person” shall not include:
      (A) the Company or any of its Subsidiaries, (B) a trustee or other
      fiduciary holding securities under an employee benefit plan of the Company
      or
      any of its Subsidiaries, or (C) an underwriter temporarily holding
      securities pursuant to an offering of said securities;

    


    (ii) during
      any period
      of two (2) consecutive calendar years, individuals who at the beginning of
      such
      period constitute the Board and any new director(s) whose election by the Board
      or nomination for election by the Company’s stockholders was approved by a vote
      of at least two-thirds of the directors then still in office who either were
      directors at the beginning of such period or whose election or nomination for
      election was previously so approved, cease for any reason to constitute a
      majority of the Board;

    


    (iii) the
      stockholders of
      the Company approve a merger, consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Company (a “Business Combination”), in
      each case, unless following such Business Combination: (i) all or
      substantially all of the individuals and entities who were the “beneficial
      owners” (as determined for purposes of Regulation 13D-G, as currently in effect,
      of the Exchange Act) of the outstanding voting securities of the Company
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, securities representing more than fifty percent (50%) of the total
      voting power of the then outstanding voting securities of the corporation
      resulting from such Business Combination or the parent of such corporation
      (the
“Resulting Corporation”); (ii) no “person” (as such term is used in
      Section 13(d) and 14(d)(2), as currently in effect, of the Exchange Act),
      other than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company or the Resulting Corporation, is the “beneficial
      owner” (as determined for purposes of Regulation 13D-G, as currently in effect,
      of the Exchange Act), directly or indirectly, of voting securities representing
      twenty percent (20%) or more of the total voting power of then outstanding
      voting securities of the Resulting Corporation; and (iii) at least a
      majority of the members of the board of directors of the Resulting Corporation
      were members of the Board at the time of the execution of the initial agreement,
      or at the time of the action of the Board, providing for such Business
      Combination;

    


    (iv) the
      stockholders of
      the Company approve a plan of complete liquidation or dissolution of the
      Company; or

    


    (v) any
      other event
      that a simple majority of the Board, in its sole discretion, shall determine
      constitutes a Change of Control. 

    


    (l) Code.
      For purposes
      of this Amended Agreement, “Code” shall mean the Internal Revenue Code of 1986,
      as amended. 

    


    (m) Company.
      The
      meaning of this term is set forth in the first paragraph of this Amended
      Agreement and in Subsection VI(a). 

    


    (n) Controlled
      Group.
      For purposes of this Amended Agreement, “Controlled Group” shall mean the
      Company and all of the Company’s Subsidiaries. 

    


    (o) Disability.
      For
      purposes of this Amended Agreement, “Disability” shall mean an illness, injury
      or similar incapacity which 52 weeks after its commencement, continues to render
      Executive unable to perform the material and substantial duties of Executive’s
      position or any substantially similar occupation or substantially similar
      employment for which Executive is qualified or may reasonably become qualified
      by training, education or experience. Any question as to the existence of a
      Disability upon which Executive and the Company cannot agree shall be determined
      by a qualified independent physician selected by Executive (or, if Executive
      is
      unable to make such selection, by any adult member of Executive’s immediate
      family or Executive’s legal representative), and approved by the Company, such
      approval not to be unreasonably withheld. The determination of such physician
      made in writing to both the Company and Executive shall be final and conclusive
      for all purposes of this Amended Agreement. 

    


    (p) Employer.
      For
      purposes of this Amended Agreement, “Employer” shall mean the Company or the
      Subsidiary, as the case may be, with which Executive has an employment
      relationship. 

    


    (q) Exchange
      Act. This
      term shall have the meaning set forth in Subsection I(i). 

    


    (r) Executive.
      This
      term shall have the meaning set forth in the first paragraph of this Amended
      Agreement. 

    


    (s) Excise
      Tax. This
      term shall have the meaning set forth in Subsection IV(e)(i).

    


    (t) Floor
      Amount. This
      term shall have the meaning set forth in Subsection IV(e)(i).

    


    (u) Good
      Reason. For
      purposes of this Amended Agreement, “Good Reason” shall mean the occurrence,
      without Executive’s prior express written consent, of any of the following
      circumstances: 

    


    (i) The
      assignment to
      Executive of any duties inconsistent with Executive’s status or responsibilities
      as in effect immediately prior to a Change of Control, including imposition
      of
      travel obligations which differ materially from required business travel
      immediately prior to the Change of Control; 

    


    (ii) (A)
      A reduction in
      Executive’s annual base salary as in effect immediately before the Change of
      Control; or (B) the failure to pay a bonus award to which Executive is
      entitled under any short-term incentive plan(s) or program(s), any long-term
      incentive plan(s) or program(s), or any other incentive compensation plan(s)
      or
      program(s) of Company in which Executive participated immediately prior to
      the
      time of the Change of Control;

    


    (iii) A
      change in the
      principal place of Executive’s employment, as in effect immediately prior to the
      Change of Control to a location more than fifty (50) miles distant from the
      location of such principal place at such time; 

    


    (iv) The
      failure by the
      Company to offer Executive participation in incentive compensation or stock
      or
      stock option plans on at least a substantially equivalent basis, both in terms
      of the nature and amount of benefits provided and the level of Executive’s
      participation, as is then being provided by the Company to similarly situated
      peer executives of the Company; 

    


    (v) (A)
      Except as
      required by law, the failure by the Company to offer Executive benefits on
      at
      least a substantially equivalent basis, in the aggregate, to those then being
      provided by the Company to similarly situated peer executives of the Company
      under the qualified and non-qualified employee benefit and welfare plans of
      the
      Company, including, without limitation, any pension, deferred compensation,
      life
      insurance, medical, dental, health and accident, disability, retirement or
      savings plan(s) or program(s) offered by the Company; (B) the taking of any
      action by the Company that would, directly or indirectly, materially reduce
      or
      deprive Executive of any other perquisite or benefit then being offered by
      the
      Company to similarly situated peer executives of the Company (including, without
      limitation, Company-paid and/or reimbursed club memberships, financial
      counseling fees and the like); or (C) the failure by the Company to treat
      Executive under the Company’s vacation policy, past practice or special
      agreement in the same manner and to the same extent as then being provided
      by
      the Company to similarly situated peer executives of the Company; 

    


    (vi) The
      failure of the
      Company to obtain a satisfactory written agreement from any successor prior
      to
      consummation of the Change of Control to assume and agree to perform this
      Amended Agreement, as contemplated in Subsection VI(a); or

    


    (vii) Any
      purported
      termination by the Company of Executive’s employment that is not effected
      pursuant to a Notice of Termination satisfying the requirements of
      Subsection III(d) or, if applicable, Subsection I(h). For purposes of
      this Amended Agreement, no such purported termination shall be effective except
      as constituting Good Reason. 

    


    Executive’s
      continued employment with the Company or any Subsidiary shall not constitute
      a
      consent to, or a waiver of rights with respect to, any circumstances
      constituting Good Reason hereunder. Any good faith determination of “Good
      Reason” made by the Executive shall be conclusive for purposes of this Amended
      Agreement. 

    


    (v) Gross-Up
      Payment.
      The meaning of this term is set forth in Subsection IV(e)(i).

    


    (w) Notice
      of
      Termination. The meaning of this term is set forth in Subsection III(d).


    


    (x) Other
      Payments. The
      meaning of this term is set forth in Subsection IV(e)(i).

    


    (y) Payments.
      The
      meaning of this term is set forth in Subsection IV(e)(i). 

    


    (z) Resulting
      Corporation. The meaning of this term is set forth in
      Subsection I(i)(iii).

    


    (aa) Retirement.
      For
      purposes of this Amended Agreement, “Retirement” shall mean Executive’s
      voluntary termination of employment with the Company, other than for Good
      Reason, and in accordance with the Company’s retirement policy generally
      applicable to its employees or in accordance with any prior or contemporaneous
      retirement agreement or arrangement between Executive and the Company.


    


    (bb) Severance
      Bonus
      Amount. For purposes of this Amended Agreement, “Severance Bonus Amount” means
      an amount determined by averaging the percentages of Executive’s base salary
      which were actually awarded to Executive as incentive bonuses under short-term
      incentive plans of the Company or any of its Subsidiaries for the five most
      recently completed fiscal years prior to the fiscal year in which the Change
      of
      Control occurs, and multiplying such average percentage by the greater of (A)
      Executive’s annual base salary in effect immediately prior to the Termination
      Date, or (B) Executive’s annual base salary in effect as of the date of the
      Change of Control. For purposes of the calculation in (i) above, if the five
      most recently completed fiscal years include any periods during which Executive
      was awarded an incentive bonus under any short-term incentive plans of Ralston
      Purina Company, such bonuses shall be included in determining the average
      percentage of base salary. If Executive was not employed by the Company or
      any
      of its Subsidiaries, or by Ralston Purina Company, for the entire five-year
      period, the average shall be determined only for those years during which
      Executive was so employed.

    


    (cc) Subsidiary.
      For
      purposes of this Amended Agreement, “Subsidiary” shall mean any corporation of
      which fifty percent (50%) or more of the voting stock is owned, directly or
      indirectly, by the Company.

    


    (dd) Target
      Bonus. For
      purposes of this Amended Agreement, “Target Bonus” means the assigned bonus
      target for the Executive under any short-term incentive plan(s) of the Company,
      multiplied by his or her base salary, for the relevant fiscal year. If the
      Executive’s base salary is changed during the relevant fiscal year, the Target
      Bonus shall be calculated by multiplying the Executive’s assigned bonus target
      by the highest base salary in effect during that fiscal year.

    


    (ee) Terminate(d)
      or
      Termination. The meaning of this term is set forth in Subsection III(c).


    


    (ff) Termination
      Date.
      For purposes of this Amended Agreement, “Termination Date” shall mean:


    


    (i) If
      Executive’s
      employment is terminated for Disability, thirty (30) calendar days after Notice
      of Termination is given (provided that Executive shall not have returned to
      the
      full-time performance of his/her duties during such thirty-day period); and
      

    


    (ii) If
      Executive’s
      employment is terminated for Cause or Good Reason or for any reason other than
      death or Disability, the date specified in the Notice of Termination (which
      in
      the case of a termination for Cause shall not be less than thirty (30) calendar
      days and in the case of a termination for Good Reason shall not be less than
      thirty (30) calendar days nor more than sixty (60) calendar days, respectively,
      from the date such Notice of Termination is given). 

     

    II. Term
      of
      Agreement.

    


    (a) General.
      Upon
      execution by Executive, this Amended Agreement shall commence effective as
      of
      January 23, 2006. This Amended Agreement shall continue in effect through May
      1,
      2009; provided, however, that commencing on May 1, 2008, and every May 1
      thereafter, the term of this Amended Agreement shall automatically be extended
      for an additional year unless, not later than ninety (90) calendar days prior
      to
      the date on which this Amended Agreement otherwise automatically would be
      extended, the Company shall have given notice to Executive that it does not
      wish
      to extend this Amended Agreement; provided further, however, that if a Change
      of
      Control shall have occurred during the original or any extended term of this
      Amended Agreement, this Amended Agreement shall continue in effect for a period
      of thirty-six (36) months beyond the month in which the Change of Control
      occurred. 

    


    (b) Disposition
      of
      Employer. In the event Executive is employed by a Subsidiary, the terms of
      this
      Amended Agreement shall expire if such Subsidiary is sold or otherwise disposed
      of prior to the date on which a Change of Control occurs, unless Executive
      continues in employment with the Controlled Group after such sale or other
      disposition. If Executive’s Employer is sold or disposed of on or after the date
      on which a Change of Control occurs, this Amended Agreement shall continue
      through its original term or any extended term then in effect. 

    


    (c) Deemed
      Change of
      Control. If Executive’s employment with Employer is terminated prior to the date
      on which a Change of Control occurs, and such termination was at the request
      of
      a third party who has taken steps to effect a Change of Control, or otherwise
      was in connection with the Change of Control, then for all purposes of this
      Amended Agreement, a Change of Control shall be deemed to have occurred prior
      to
      such termination. 

    


    (d) Expiration
      of
      Agreement. No termination or expiration of this Amended Agreement shall affect
      any rights, obligations or liabilities of either party that shall have accrued
      on or prior to the date of such termination or expiration. 

    


    III. Benefits
      Following
      Change of Control.

    


    (a) Accelerated
      Vesting
      in All Equity. If a Change of Control shall have occurred, Executive shall
      be
      entitled to, immediately upon the date of the Change of Control, accelerated
      vesting of all unvested stock options and restricted stock that have been
      granted or sold to the Executive by the Company under any restricted terms,
      such
      that following said acceleration, all restrictions as to the sale and ownership
      of this equity, as imposed by the Company, shall have lapsed.

    


    (b) Prorated
      Payout of
      Short Term Bonus. If a Change of Control shall have occurred, Executive shall
      be
      entitled to, immediately upon the date of the Change of Control, payment in
      full
      of Executive’s prorated bonus for the fiscal year in which the Change of Control
      occurs. The prorated bonus amount shall be calculated as Executive’s Target
      Bonus for the fiscal year in which the Change of Control occurs, or, if greater,
      the actual bonus awarded to Executive under any short-term incentive plan(s)
      of
      the Company for the fiscal year immediately preceding the fiscal year in which
      the Change of Control occurs, divided by 365 and multiplied by the number of
      calendar days in said year immediately up to the day on which the Change of
      Control occurs. 

    


    (c) Entitlement
      to
      Benefits Upon Termination. If a Change of Control shall have occurred, Executive
      shall be entitled to, in addition to the benefits described in Subsections
      III(a) and (b), the benefits provided in Section IV hereof upon the
      subsequent termination of his/her employment with the Company within three
      (3)
      years after the date of the Change of Control unless such termination is
      (i) a result of Executive’s death or Retirement, (ii) for Cause,
      (iii) a result of Executive’s Disability, or (iv) by Executive other
      than for Good Reason. For purposes of this Amended Agreement, “Termination”
shall mean a termination of Executive’s employment that is not as a result of
      Executive’s death, Retirement or Disability and (x) if by the Company, is not
      for Cause, or (y) if by Executive, is for Good Reason. 

    


    (d) Notice
      of
      Termination. Any purported termination of Executive’s employment by either the
      Company or Executive shall be communicated by written Notice of Termination
      to
      the other party hereto in accordance with Section VIII. For purposes of
      this Amended Agreement, a “Notice of Termination” shall mean a written notice
      that indicates the specific provision(s) of this Amended Agreement relied upon
      and sets forth in reasonable detail the facts and circumstances claimed to
      provide a basis for termination of Executive’s employment under the provision(s)
      so indicated. If Executive’s employment shall be terminated by the Company for
      Cause or by Executive for other than Good Reason, the Company shall pay
      Executive his/her full base salary through the Termination Date at the salary
      level in effect at the time Notice of Termination is given and shall pay any
      amounts to be paid to Executive pursuant to any other compensation or stock
      or
      stock option plan(s), program(s) or employment agreement(s) then in effect,
      and
      the Company shall have no further obligations to Executive under this Amended
      Agreement. 

    


    If
      within thirty
      (30) calendar days after any Notice of Termination is given, the party receiving
      such Notice of Termination notifies the other party that a dispute exists
      concerning the grounds for termination, then, notwithstanding the meaning of
      “Termination Date” set forth in Subsection I(ff), the Termination Date
      shall be the date on which the dispute is finally resolved, whether by mutual
      written agreement of the parties or by a decision rendered pursuant to
      Section XI; provided that the Termination Date shall be extended by a
      notice of dispute only if such notice is given in good faith and the party
      giving such notice pursues the resolution of such dispute with reasonable
      diligence. Notwithstanding the pendency of any such dispute, the Company will
      continue to pay Executive his/her full compensation including, without
      limitation, base salary, bonus, incentive pay and equity grants, in effect
      when
      the notice of the dispute was given, and continue Executive’s participation in
      all benefits plans or other perquisites in which Executive was participating,
      or
      which Executive was enjoying, when the Notice of Termination giving rise to
      the
      dispute was given, until the dispute is finally resolved. Amounts paid under
      this Subsection III(d) are in addition to and not in lieu of all other
      amounts due to Executive under this Amended Agreement and shall not be offset
      against or reduce any other amounts due to Executive under this Amended
      Agreement. 

    


    IV. Compensation
      Upon a
      Termination.

    


    Following
      a Change
      of Control, upon Executive’s Termination, Executive shall be entitled to the
      following benefits, provided that such Termination occurs during the three
      (3)
      year period immediately following the date of the Change of Control:


    


    (a) Standard
      Benefits.
      The Company shall pay Executive his/her full base salary through the Termination
      Date at the rate in effect at the time the Notice of Termination is given,
      no
      later than the second business day following the Termination Date, plus all
      other amounts to which Executive is entitled under any compensation plan(s)
      or
      program(s) of the Company applicable to Executive at the time such payments
      are
      due. Without limitation, amounts payable pursuant to this Subsection IV(a)
      shall include, pursuant to the express terms of any short-term incentive plan(s)
      in which Executive participates or otherwise, Executive’s Target Bonus for the
      then-current fiscal year, pro-rated to the Termination Date. If the Termination
      Date shall fall within the same short-term incentive period, as set forth by
      the
      express terms of any of the short-term incentive plan(s) in which Executive
      participates or otherwise, as of the Change of Control Date, and Executive
      has
      previously received the prorated bonus amount as described in
      Subsection III(b), then Executive shall be paid the difference between the
      prorated bonus amount as described here in Subsection IV(a) and the
      prorated bonus amount described in Subsection III(b).

    


    (b) Additional
      Benefits. The Company shall pay to Executive as additional pay (“Additional
      Pay”), the product of three (3) multiplied by the sum of (x) the greater of
      (i) Executive’s annual base salary in effect immediately prior to the
      Termination Date, or (ii) Executive’s annual base salary in effect as of
      the date of the Change of Control, and (y) Executive’s Severance Bonus
      Amount. The Company shall pay the Additional Pay to Executive in a lump sum,
      in
      cash, on the sixth month anniversary of Executive’s Termination Date. Subject to
      the provisions of Section XIII, the Company shall maintain for Executive all
      such perquisites and fringe benefits enjoyed by Executive immediately prior
      to
      the Termination Date as are approved in writing by the Company’s Chief Executive
      Officer for such period as is specified in such writing.

    


    (c) Retirement
      Plan
      Benefits. If not already vested, Executive shall be deemed fully vested as
      of
      the Termination Date in any Company retirement plan(s) or other written
      agreement(s) between Executive and the Company relating to pay or other
      retirement income benefits upon retirement in which Executive was a participant,
      party or beneficiary immediately prior to the Change of Control, and any
      additional plan(s) or agreement(s) in which such Executive became a participant,
      party or beneficiary thereafter. In addition to the foregoing, for purposes
      of
      determining the amounts to be paid to Executive under such plan(s) or
      agreement(s), the years of service with the Company and the age of Executive
      under all such plans and agreements shall be deemed increased by thirty-six
      (36)
      months. For purposes of this Subsection IV(c), the term “plan(s)” includes,
      without limitation, the Company’s qualified pension plan, non-qualified pension
      plans, 401(k) plans and excess 401(k) plans, and any companion, successor or
      amended plan(s), and the term “agreement(s)” encompasses, without limitation,
      the terms of any offer letter(s) leading to Executive’s employment with the
      Company where Executive was a signatory thereto, any written amendment(s) to
      the
      foregoing and any subsequent agreements on such matters. In the event the terms
      of the plans referenced in this Subsection IV(c) do not for any reason
      coincide with the provisions of this Subsection IV(c) (e.g., if plan
      amendments would cause disqualification of qualified plans), Executive shall
      be
      entitled to receive from the Company, under the terms of this Amended Agreement,
      an amount equal to all amounts Executive would have received, had all such
      plans
      continued in existence as in effect on the date of this Amended Agreement after
      being amended to coincide with the terms of this Subsection IV(c), payable
      in 36 monthly installments, commencing on the first day of the month immediately
      following the sixth-month anniversary of Executive’s Termination Date.


    


    (d) Health
      and Other
      Benefits. For a period of thirty-six (36) months after the Termination Date,
      the
      Company shall continue health, vision, dental, life insurance and long-term
      disability benefits, including executive benefits, to Executive and/or
      Executive’s family as if Executive’s employment with the Company had not been
      terminated as of the Termination Date, in accordance with the Company’s
      then-current plans, programs, practices and policies on terms and conditions
      (including the level of benefits, deductibles and employee payments for such
      benefits) not less favorable than those which are then being provided to peer
      executives of the company. If pursuant to the terms and conditions of any such
      health or welfare plan or program, the Company is not able to continue
      Executive’s and/or Executive’s family participation in the plan or program for
      all or any portion of such thirty-six (36) month period, the Company will
      provide and/or pay for any such benefit for Executive and/or Executive’s family,
      for such period as such benefits are not able to be continued pursuant to a
      plan
      or program of the Company, less the amount that would have been paid by
      Executive for such benefits pursuant to the Company’s plan or program. The
      Company will also pay to Executive an amount equal to any federal, state and
      local taxes due on such amounts paid by the Company such that Executive will
      be
      in a tax-equivalent position after such payments to what Executive would have
      been in had Executive continued participation in the plan or program as is
      contemplated by the first sentence of this Subsection IV(d). Such amount will
      be
      payable in 36 monthly installments, commencing on the first day of the month
      immediately following the sixth-month anniversary of Executive’s Termination
      Date In the event that Executive and the Company cannot agree upon the amount
      of
      such payments described in the previous two sentences, they shall mutually
      agree
      upon an independent third-party benefits consultant who shall determine, after
      an opportunity for both Executive and the Company to present evidence, the
      amount of such payments which shall be made, which determination shall be
      binding upon Executive and the Company, absent manifest error.

    


    In
      the event that
      the Executive, at the time of a Change of Control, is not eligible to
      participate as a retiree in the Company’s health and dental plans, including
      executive plans, the Company shall immediately cause the eligibility
      requirements for participation as a retiree in such plans to be revised or
      waived so that Executive shall be entitled to participate as a retiree following
      Executive’s Termination and the continuation of benefits period described in the
      preceding paragraph.

    


    (e) Alternatives
      in the
      Event of Excise Tax.

    


    (i)
      In the event
      any payment(s) or the value of any benefit(s) received or to be received by
      Executive in connection with Executive’s Termination or contingent upon a Change
      of Control (whether received or to be received pursuant to the terms of this
      Amended Agreement (the “Agreement Payments”) or of any other plan, arrangement
      or agreement of the Company, its successors, any person whose actions result
      in
      a Change of Control, or any person affiliated with any of them (or which, as
      a
      result of the completion of the transaction(s) causing a Change of Control,
      will
      become affiliated with any of them) (“Other Payments” and, together with the
      Amended Agreement Payments, the “Payments”)), are determined, under the
      provisions of Subsection IV(e)(ii), to be subject to an excise tax imposed
      by
      Section 4999 of the Code (any such excise tax, together with any interest and
      penalties, are hereinafter collectively referred to as the “Excise Tax”), as
      determined in this Subsection IV(e), the Company shall pay to Executive an
      additional amount such that the net amount retained by Executive, after any
      federal, state, and local income and employment tax and Excise Tax payable
      by
      Executive upon the Payment(s) provided for by this Subsection IV(e)(i), and
      any
      interest, penalties or additions to tax payable by Executive with respect
      thereto shall be equal to the Excise Tax imposed on the Payments (the “Gross-Up
      Payment(s)”). The intent of the parties is that the Company shall be responsible
      in full for, and shall pay, any and all Excise Tax on any Payments and Gross-Up
      Payment(s) and any income and all excise and employment taxes (including,
      without limitation, penalties and interest) imposed on any Gross-Up Payment(s)
      as well as any loss of deduction caused by or related to the Gross-Up
      Payment(s). Notwithstanding the above, however, and any other provision of
      this
      Agreement, if the After-Tax Amount (as defined below) of the aggregate of the
      Payments and the Gross-Up Payments that would, but for the provisions of this
      sentence, be payable to Executive, does not exceed 110% of the After-Tax Floor
      Amount (as defined below), then no Gross-Up Payment shall be made to Executive,
      and the aggregate amount of the Agreement Payments payable to Executive shall
      be
      reduced to the largest amount which would both (i) not cause any Excise Tax
      to
      be payable by Executive, and (ii) not cause any Payments to become nondeductible
      by the Company by reason of Section 280G of the Code (or any successor provision
      thereto). For purposes of this Agreement: (i) “After-Tax Amount” means the
      portion of a specified amount that would remain after payment of all Excise
      Taxes, income taxes, payroll and withholding taxes, and other applicable taxes
      paid or payable by Executive in respect of such specified amount; (ii) “Floor
      Amount” means the greatest pre-tax amount of Payments that could be paid to
      Executive without causing Executive to become liable for any Excise Taxes in
      connection therewith; and (iii) “After-Tax Floor Amount” means the After-Tax
      Amount of the Floor Amount.

    


    If
      there is a
      determination that the Agreement Payments payable to Executive must be reduced
      pursuant to the penultimate sentence of the immediately preceding paragraph,
      the
      Company shall promptly give Executive notice to that effect and a copy of the
      detailed calculation thereof and of the amount to be reduced. Executive may
      then
      elect, in Executive’s sole discretion, which and how much of the Agreement
      Payments shall be eliminated or reduced as long as after such election the
      aggregate present value of the Agreement Payments equals the largest amount
      that
      would both (i) not cause any Excise Tax to be payable by Executive, and (ii)
      not
      cause any Payments to become nondeductible by the Company by reason of Section
      280G of the Code (or any successor provision thereto). Executive shall advise
      the Company in writing of Executive’s election within ten (10) days of
      Executive’s receipt of such notice from the Company. If no election is made by
      Executive within the ten-day period, the Company may elect which and how much
      of
      the Agreement Payments shall be eliminated or reduced as long as after such
      election the aggregate present value of the Agreement Payments equals the
      largest amount that would both (i) not cause any Excise Tax to be payable by
      Executive, and (ii) not cause any Payments to be nondeductible by the Company
      by
      reason of Section 280G of the Code (or any successor provision thereto). For
      purposes of this paragraph, present value shall be determined in accordance
      with
      Code Section 280G(d)(4).

    


    (ii)
      All
      determinations required to be made under this Subsection IV(e), including,
      without limitation, whether and when a Gross-Up Payment is required, the amount
      of such Gross-Up Payment, and whether the aggregate amount of Agreement Payments
      shall be reduced, and the assumptions to be utilized in arriving at such
      determinations, unless otherwise set forth in this Amended Agreement, shall
      be
      made by a nationally recognized certified public accounting firm selected by
      the
      Company and reasonably acceptable to Executive (the “Accounting Firm”). For
      purposes of determining the amount of any Gross-Up Payment, Executive shall
      be
      deemed to pay federal income taxes at the highest marginal rate of federal
      income taxation in the calendar year in which the Gross-Up Payment is to be
      made, and state and local income taxes at the highest marginal rate of taxation
      in the state and locality of Executive’s residence on the Termination Date, net
      of the maximum reduction in federal income taxes which could be obtained from
      deduction of such state and local taxes. The Company shall cause the Accounting
      Firm to provide detailed supporting calculations to the Company and Executive
      within fifteen (15) business days after notice is given by Executive to the
      Company that any or all of the Payments have occurred, or such earlier time
      as
      is requested by the Company. Within two (2) business days after such notice
      is
      given to the Company, the Company shall instruct the Accounting Firm to timely
      provide the data required by this Subsection IV(e)(ii) to Executive. All fees
      and expenses of the Accounting Firm shall be paid in full by the Company. Any
      Gross-Up Payment as determined pursuant to this Subsection IV(e)(ii), net of
      applicable withholding taxes, shall be paid by the Company to the Executive
      on
      the later of (i) five (5) business days after receipt of the Accounting Firm’s
      determination, or (ii) the sixth-month anniversary of Executive’s Termination
      Date. Any Gross-Up Payment as determined pursuant to this Subsection IV(e)
      shall
      be paid by the Company to the Executive within five (5) business days after
      receipt of the Accounting Firm’s determination, net of applicable withholding
      taxes. If the Accounting Firm determines that there is substantial authority
      (within the meaning of Section 6662 of the Code) that no Excise Tax is payable
      by Executive, the Accounting Firm shall furnish Executive with a written opinion
      that failure to disclose or report the Excise Tax on Executive’s federal income
      tax return will not constitute a substantial understatement of tax or be
      reasonably likely to result in the imposition of a negligence or any other
      penalty. Any determination by the Accounting Firm shall be binding upon the
      Company and Executive in the absence of material mathematical or legal error.
      As
      a result of the uncertainty in the application of Section 4999 of the Code
      at
      the time the initial determination by the Accounting Firm hereunder, it is
      possible that Gross-Up Payments will not have been made by the Company that
      should have been made or that Gross-Up Payments will have been made that should
      not have been made, in each case, consistent with the calculations required
      to
      be made hereunder. In the event the Company exhausts its remedies pursuant
      to
      Subsection IV(e)(iii) below and Executive is thereafter required to make a
      payment of any Excise Tax or any interest, penalties or addition to tax related
      thereto, the Accounting Firm shall determine the amount of underpayment of
      Excise Taxes that has occurred and any such underpayment and interest, penalties
      or addition to tax shall be paid by the Company to Executive along with such
      additional amounts described in Section IV (e)(i) on
      the later of (i)
      five (5) business days after receipt of the Accounting Firm’s determination, or
      (ii) the sixth-month anniversary of Executive’s Termination Date.
      In the event the
      Accounting Firm determines that an overpayment of Gross-Up Payment(s) has
      occurred, Executive
      shall be
      required to reimburse the Company for such overpayment;
      provided,
      however, that Executive shall have no duty or obligation whatsoever to reimburse
      the Company if Executive’s receipt of the overpayment, or any portion thereof,
      is included in Executive’s income and Executive’s reimbursement of the same is
      not deductible by Executive for federal and state income tax
      purposes.

    


    (iii) Executive
      shall
      notify the Company in writing of any claim of which Executive is aware by the
      Internal Revenue Service or state or local taxing authority, that, if
      successful, would result in any Excise Tax or an underpayment of any Gross-Up
      Payment(s). Such notice shall be given as soon as practicable but no later
      than
      fifteen (15) business days after Executive is informed in writing of the claim
      by the taxing authority and Executive shall provide written notice of the
      Company of the nature of the claim, the administrative or judicial appeal
      period, and the date on which any payment of the claim must be paid. Executive
      shall not pay any portion of the claim prior to the expiration of the thirty
      (30) day period following the date on which Executive gives such notice to
      the
      Company (or such shorter period ending on the date that any amount under the
      claim is due). If the Company notifies Executive in writing prior to the
      expiration of such thirty (30) day period that it desires to contest the claim,
      Executive shall:

    


    
      (A)    give
        the Company
        any information reasonably requested by the Company relating to the
        claim;

    

    
      (B)    take
        such action in
        connection with contesting the claim as the Company shall reasonably request
        in
        writing from time to time, including without limitation, accepting legal
        representation concerning the claim by an attorney selected by the Company
        who
        is reasonably acceptable to Executive; and

    

    
      (C)    cooperate
        with the
        Company in good faith in order to effectively contest the
        claim;

    

    


    provided,
      however,
      that the Company shall bear and pay directly all costs and expenses (including,
      without limitation, additional interest and penalties and attorneys’ fees)
      incurred in such contests and shall indemnify and hold Executive harmless,
      on an
      after-tax basis, for any Excise Tax or income tax (including, without
      limitation, interest and penalties thereon) imposed as a result of such
      representation. Without limitation upon the foregoing provisions of this
      Subsection IV(e)(iii), except as provided below, the Company shall control
      all
      proceedings concerning such contest and, in its sole opinion, may pursue or
      forego any and all administrative appeals, proceedings, hearings and conferences
      with the taxing authority pertaining to the claim. At the written request of
      the
      Company and upon payment to Executive of an amount at least equal to any amount
      necessary to obtain the jurisdiction of the appropriate taxing authority and
      sue
      for a refund, Executive agrees to prosecute in cooperation with the Company
      any
      contest of a claim to a determination before any administrative tribunal, in
      a
      court of initial jurisdiction and in one or more appellate courts, as the
      Company shall determine; provided, however, that if the Company requests
      Executive to pay the claim and sue for a refund, the Company shall advance
      the
      amount of such payment to Executive, on an interest-free basis, and shall
      indemnify and hold Executive harmless on an after-tax basis, from any Excise
      Tax
      or income tax (including, without limitation, interest and penalties thereon)
      imposed on such advance or for any imputed income on such advance. Any extension
      of the statute of limitations relating to assessment of any Excise Tax for
      the
      taxable year of Executive which is the subject of the claim is to be limited
      solely to the claim. Furthermore, the Company’s control of the contest shall be
      limited to issues for which a Gross-Up Payment would be payable hereunder.
      Executive shall be entitled to settle or contest, as the case may be, any other
      issue raised by the Internal Revenue Service or any other taxing
      authority.

    


    (iv)
      If after the
      receipt by Executive of an amount advanced by the Company pursuant to Subsection
      IV(e)(iii) above, Executive receives any refund of a claim or any additional
      amount that was necessary to obtain jurisdiction, Executive shall promptly
      pay
      to the Company the amount of such refund (together with any interest paid or
      credited thereon after taxes applicable thereto). If, after the receipt by
      Executive of an amount advanced by the Company pursuant to Subsection IV(e)(iii)
      above, a determination is made that Executive shall not be entitled to any
      refund of the claim, and the Company does not notify Executive in writing of
      its
      intent to contest such denial of refund of a claim prior to the expiration
      of
      thirty (30) calendar days after such determination, then the portion of such
      advance attributable to a claim shall be forgiven by the Company and shall
      not
      be required to be repaid by Executive. The amount of such advance attributable
      to a claim shall offset, to the extent thereof, the amount of the underpayment
      required to be paid by the Company to Executive.

    


    (f) Legal
      Fees and
      Expenses. The Company shall pay to Executive all legal fees and expenses as
      and
      when incurred by Executive in connection with this Amended Agreement, including
      all such fees and expenses, if any, incurred in contesting or disputing any
      Termination or in seeking to obtain or enforce any right or benefit provided
      by
      this Amended Agreement, regardless of the outcome, unless, in the case of a
      legal action brought by or in the name of Executive, a decision is rendered
      pursuant to Section XI, or in any other proper legal proceeding, that such
      action was not brought by Executive in good faith. 

    


    (g) No
      Mitigation.
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Section IV by seeking other employment or otherwise, nor shall
      the amount of any payment or benefit provided for in this Section IV be
      reduced by any compensation earned by Executive as the result of employment
      by
      another employer or by retirement or other benefits received from whatever
      source after the Termination Date or otherwise, except as specifically provided
      in this Section IV. The Company’s obligation to make payments to Executive
      provided for in this Amended Agreement and otherwise to perform its obligations
      hereunder shall not be affected by any set-off, counterclaim, recoupment,
      defense or other claim, right or action that the Company or Employer may have
      against Executive or other parties.

    


    V. Death
      and
      Disability Benefits.

    


    In
      the event of the
      death or Disability of Executive after a Change of Control, Executive, or in
      the
      case of death, Executive’s Beneficiaries (as defined below in
      Subsection VI(b)), shall receive the benefits to which Executive or his/her
      Beneficiaries are entitled under this Amended Agreement and any and all
      retirement plans, pension plans, disability policies and other applicable plans,
      programs, policies, agreements or arrangements of the Company. 

    


    VI. Successors;
      Binding
      Agreement.

    


    (a) Obligations
      of
      Successors. The Company will require any successor (whether direct or indirect,
      by purchase, merger, consolidation or otherwise) to all or substantially all
      of
      the business and/or assets of the Company to expressly assume and agree to
      perform this Amended Agreement in the same manner and to the same extent that
      the Company is required to perform it. Failure of the Company to obtain such
      assumption and agreement prior to the effectiveness of any such succession
      shall
      be a breach of this Amended Agreement and shall entitle Executive to
      compensation from the Company in the same amount and on the same terms as
      Executive would be entitled hereunder if Executive had terminated employment
      for
      Good Reason following a Change of Control, except that for purposes of
      implementing the foregoing, the date on which any such succession becomes
      effective shall be deemed the Termination Date. As used in this Amended
      Agreement, the term “Company” shall mean Company, including any surviving entity
      or successor to all or substantially all of its business and/or assets and
      the
      parent of any such surviving entity or successor. 

    


    (b) Enforceable
      by
      Beneficiaries. This Amended Agreement shall inure to the benefit of and be
      enforceable by Executive’s personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and legatees (the
      “Beneficiaries”). In the event of the death of Executive while any amount would
      still be payable hereunder if such death had not occurred, all such amounts,
      unless otherwise provided herein, shall be paid in accordance with the terms
      of
      this Amended Agreement to Executive’s Beneficiaries. 

    


    (c) Employment.
      Except
      in the event of a Change of Control and, thereafter, only as specifically set
      forth in this Amended Agreement, nothing in this Amended Agreement shall be
      construed to (i) limit in any way the right of the Company or a Subsidiary
      to terminate Executive’s employment at any time for any reason or for no reason;
      or (ii) be evidence of any agreement or understanding, expressed or
      implied, that the Company or a Subsidiary will employ Executive in any
      particular position, on any particular terms or at any particular rate of
      remuneration. 

    


    VII. Non-Competition;
      Non-Solicitation; Confidential Information. 

    


    (a) In
      consideration of
      the benefits provided under this Amended Agreement upon Executive’s termination
      of employment, Executive agrees that for a period of one year after termination
      of Executive’s employment, Executive will not compete against the Company or any
      Employer within the Controlled Group in any Energizer Business. For purposes
      of
      this Amended Agreement, “Energizer Business” shall mean any of the following
      business activities: all aspects of manufacturing, marketing, distributing,
      consulting with regard to, and/or operating a facility for the manufacturing,
      processing, marketing, or distribution of batteries, lighting products,
      rechargeable batteries, related battery and lighting products, and wet-shave
      products. For purposes of this Amended 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 world
      wide in a position involving or relating to an Energizer Business. This
      subparagraph, however, does not preclude Executive from buying or selling shares
      of stock in any company that is publicly listed and traded in any stock exchange
      or over-the-counter market. 

     

    (b) For
      a period of one
      year following the termination of Executive’s employment, Executive shall not
      (i) induce or attempt to induce any employee of the Company or any Employer
      within the Controlled Group to leave the employ of the Company or such Employer
      or in any way interfere with the relationship between the Company or any such
      Employer and its employees or (ii) induce or attempt to induce any customer,
      supplier, distributor, broker, or other business relation of the Company or
      any
      Employer within the Controlled Group to cease doing business with the Company
      or
      such Employer, or in any way interfere with the relationship between any
      customer, supplier, distributor, broker or other business relation and the
      Company or such Employer.

     

    (c) Executive
      shall
      hold in fiduciary capacity for the benefit of the Company all secret or
      confidential information, knowledge or data relating to the Company, the
      Subsidiaries and their respective businesses, which shall have been obtained
      during Executive’s employment with the Employer and which shall not be public
      knowledge (other than by acts by Executive or his/her representatives in
      violation of this Amended Agreement). After termination of Executive’s
      employment with the Company or any Employer within the Controlled Group,
      Executive shall not, without prior written consent of the Company or the
      Employer, communicate or divulge any such information, knowledge or data to
      anyone other than the Company, the Employer or those designated by them.


    


    In
      no event shall
      an asserted violation of this Section VII constitute a basis for deferring
      or withholding any amounts otherwise payable to Executive under this Amended
      Agreement. 

    


    VIII. Notice.

    


    All
      notices and
      communications including, without limitation, any Notice of Termination
      hereunder, shall be in writing and shall be given by hand delivery to the other
      party, by registered or certified mail, return receipt requested, postage
      prepaid, or by overnight delivery service, addressed as follows: 

    


    If
      to Executive:


    


    


    If
      to the Company:


    


    Energizer
      Holdings,
      Inc. 

    533
      Maryville
      University Drive

    St.
      Louis, MO
      63141

    Attn:
      General
      Counsel

    


    or
      to such other
      address as either party shall have furnished to the other in writing in
      accordance herewith. Notice and communications shall be deemed given and
      effective when actually received by the addressee. 

    


    IX. Miscellaneous.

    


    No
      provision of
      this Amended Agreement may be modified, waived or discharged unless such waiver,
      modification or discharge is agreed to in writing and signed by Executive and
      the Company’s Chief Executive Officer or other authorized officer designated by
      the Board or an appropriate committee of the Board. No waiver by either party
      hereto at any time of any breach by the other party hereto of, or compliance
      with, any conditions or provision of this Amended Agreement to be performed
      by
      such other party shall be deemed a waiver of similar or dissimilar provisions
      or
      conditions at the same or at any prior or subsequent time. No agreements or
      representations, oral or otherwise, express or implied, with respect to the
      subject matter hereof have been made by either party which are not expressly
      set
      forth in this Amended Agreement. The validity, interpretation, construction
      and
      performance of this Amended Agreement shall be governed by the laws of the
      State
      of Missouri. All references to sections of the Code or the Exchange Act shall
      be
      deemed also to refer to any successor provisions of such sections. Any payments
      provided for hereunder shall be paid net of any applicable withholding required
      under federal, state or local law. The obligations of the Company under Sections
      IV and V shall survive the expiration of the term of this Amended Agreement.
      

    


    X. Validity.

    


    The
      invalidity or
      unenforceability of any provision of this Amended Agreement shall not affect
      the
      validity or enforceability of any other provision of this Amended Agreement,
      which shall remain in full force and effect. 

    


    XI. Arbitration.

    


    Any
      dispute that
      may arise directly or indirectly in connection with this Amended Agreement,
      Executive’s employment or the termination of Executive’s employment, whether
      arising in contract, statute, tort, fraud, misrepresentation, discrimination
      or
      other legal theory, shall be resolved by arbitration in St. Louis, Missouri
      under the applicable rules and procedures of the AAA. The only legal claims
      between Executive and the Company or any Subsidiary that would not be included
      in this agreement to arbitration are claims by Executive for workers’
compensation or unemployment compensation benefits, claims for benefits under
      a
      Company or Subsidiary benefit plan if the plan does not provide for arbitration
      of such disputes, and claims by Executive that seek judicial relief in the
      form
      of specific performance of the right to be paid until the Termination Date
      during the pendency of any applicable dispute or controversy. If this
      Article XI is in effect, any claim with respect to this Amended Agreement,
      Executive’s employment or the termination of Executive’s employment must be
      established by a preponderance of the evidence submitted to an impartial
      arbitrator. A single arbitrator engaged in the practice of law shall conduct
      any
      arbitration under the applicable rules and procedures of the AAA. The arbitrator
      shall have the authority to order a pre-hearing exchange of information by
      the
      parties including, without limitation, production of requested documents, and
      examination by deposition of parties and their authorized agents. If this
      Article XI is in effect, the decision of the arbitrator: (i) shall be
      final and binding, (ii) shall be rendered within ninety (90) days after the
      impanelment of the arbitrator, and (iii) shall be kept confidential by the
      parties to such arbitration. The arbitration award may be enforced in any court
      of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1
et
      seq.,
      not state law,
      shall govern the arbitrability of all claims. 

    


    
      	XII.  	
              Entire
                Agreement.

            


    

    


    This
      Amended
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof, and supercedes and replaces, in its
      entirety, the Amended Change of Control Employment Agreement dated as of May
      1,
      2005. Upon the execution of this Amended Agreement by the Executive and the
      Company, said prior agreement shall be considered null and void and of no
      further effect.

    


    XIII. Compliance
      with
      Code Section 409A.

    


    No
      provision of
      this Agreement shall be operative to the extent that it will result in the
      imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II)
      because of failure to satisfy the requirements of Code Section 409A and the
      regulations and guidance issued thereunder.

    


    IN
      WITNESS WHEREOF,
      the Company and Executive have executed this Amended Agreement effective as
      of
      the 23rd
      day of January,
      2006.

    


    


    


    


    


    Energizer
      Holdings,
      Inc.          Attest:

    


    


    


    By:___________________________________  By:_______________________________

    Peter
      Conrad              Timothy
      L.
      Grosch

    Vice
      President,
      Human Resources           Secretary

    


    


    


    ______________________________________  
      _____________________________

    Executive               Witness

    


     

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    SUMMARY
      OF
      AMENDMENTS AND LIST OF RECIPIENTS

     

     

    Existing
      Change of
      Control Employment Agreements, as amended May 1, 2005, were further amended
      by
      the Nominating and Executive Compensation Committee at its meeting on January
      23, 2006 to provide that recipients would be subject to a non-compete and a
      non-solicitation covenant for a period of 1 year (2 years for the Chief
      Executive Officer) following termination of employment, and to provide that
      arbitration of any disputes under the Agreements would be mandatory, instead
      of
      elective with the Executive. The Amended Change of Control Employment Agreements
      have been granted to the following Executive Officers:

     

     

    W.
      Klein

    D.
      Sescleifer

    J.
      McClanathan

    J.
      Lynch

    P.
      Conrad

    G.
      Stratmann

    D.
      Hatfield