exhibit10a.htm


    
      

    

    


    Exhibit
      10.1

    


    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(f)(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(f)(i).

    


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

    


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

    


    (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(k)(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(j), 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 any corporation or other business entity that from time to time
      is,
      along with the Company, a member of a controlled group of businesses, as defined
      in section 414(b) and 414(c) of the Code, or a member of an affiliated service
      group, as defined in sectin 414(m) of the Code, provided that the language
“at
      least 50 percent” shall be used instead of “at least 80 percent” each place it
      appears in such test. A corporation or other business entity ceases to be a
      member of the Controlled Group when a sale or other disposition causes it to
      fall outside the definition of the term Controlled Group.

    


    (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(f)(i).

    


    (t)           Floor
      Amount.  This term shall have the meaning set forth in Subsection
      IV(f)(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 of Employment by the Company of Executive 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 of Employment 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(f)(i).

    


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

    


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

    


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

    


    (z)           Resulting
      Corporation.  The meaning of this term is set forth in
      Subsection I(k)(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.  If Executive was
      not employed by the Company or any of its Subsidiaries 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)           Termination
      Date.  For purposes of this Amended Agreement, “Termination Date”
shall mean:

    


    
      	
            	
              (i)

            	
              If
                Executive’s Termination of Employment is because of 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 Termination of Employment is 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 of Employment
                for Cause shall not be less than thirty (30) calendar days and in
                the case
                of a Termination of Employment 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).

            


    

     

    
      (ff)    Termination
        of
        Employment. For purposes of this Amended Agreement, “Termination of Employment”
shall mean Executive’s separation from service with the Employer and all other
        members of the Controlled Group, as defined in IRS regulations under Section
        409A of the Code (generally, a decrease in the performance of services to
        no
        more than 20% of the average for the preceding 36-month period, and disregarding
        leave of absences up to six months where there is a reasonable expectation
        the
        Employee will return).



    II.           Term
      of Agreement.

    


    (a)           General.  Upon
      execution by Executive, this Amended Agreement shall commence effective as
      of
      January 28, 2008.  This Amended Agreement shall continue in effect
      through May 1, 2011; provided, however, that commencing on May 1, 2009, 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 Termination of Employment occurs
      prior to the date on which a Change of Control occurs, and such Termination
      of
      Employment 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 of Employment.

    


    (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)           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. The payment
      described in this section III(a) shall be subject to any valid deferral election
      which was made prior to that time by the Executive under any Company qualified
      pension plan, nonqualified pension plan, 401(k), excess 401(k) or non-qualified
      deferred compensation plan then in effect. The payment of such prorated
      short-term bonus shall also be taken into consideration for purposes of
      computation of benefits under any qualified and/or nonqualified employee pension
      benefit plans or employee welfare benefit plans then maintained by the Company,
      and, if applicable, any agreement entered into between the Executive and the
      Company which is then in effect, in accordance with the terms and conditions
      of
      such plans and/or agreements.

    


    (b)           Entitlement
      to Benefits Upon Termination of Employment.  If a Change of Control
      shall have occurred, Executive shall be entitled to, in addition to the benefits
      described in Subsection III(a), the benefits provided in Section IV hereof
      upon his/her subsequent Termination of Employment within three (3) years after
      the date of the Change of Control unless such Termination of Employment 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 Executive’s entitlement to
      benefits under Section IV of this Amended Agreement, “Termination of Employment”
shall be limited to a Termination of 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.

    


    (c)           Notice
      of Termination.  Any purported Termination of 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 Executive’s Termination of
      Employment under the provision(s) so indicated.  If Executive’s
      Termination of Employment shall be 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 of Employment, 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 of Employment.

    


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

    


    (a)           Accelerated
      Vesting of Equity Awards.  All unvested stock options and restricted
      stock and stock equivalent awards, including performance awards, that have
      been
      granted or sold to the Executive by the Company and which have not otherwise
      vested, shall immediately accelerate and vest in the manner and to the extent
      such awards would vest under the terms of the individual award agreements with
      respect to each of those equity awards as if a change of control, as defined
      in
      those individual award agreements, had occurred, notwithstanding that the
      definition of a change of control set forth in those award agreements may differ
      from the definition of Change of Control set forth in this Agreement, and
      notwithstanding that the terms of individual award agreements might provide
      for
      forfeiture of those awards upon Executive’s termination of
      employment. With respect to stock equivalents, the
      acceleration and vesting described in this Subsection IV(a) shall be subject
      to
      any valid deferral election which was made prior to that time by the Executive
      under any Company non-qualified deferred compensation plan, program or permitted
      deferral arrangement then in effect. If Executive does not incur a Termination
      of Employment following a Change of Control, nothing herein shall be deemed
      to
      revise or amend the terms of the individual award agreements with respect to
      such equity awards.

    


    


    (b)           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(b) 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(a), 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(a).

    


    (c)           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. The payment described
      in this section IV(c) shall not be deemed to be regular compensation which
      is
      subject to any deferral elections made by the Executive, or Company matching
      contributions, under any qualified pension plan, nonqualified pension plan,
      401(k), excess 401(k) or nonqualified deferred compensation plan then maintained
      by the Company. Except as specifically set forth in section IV(d) below, such
      payment shall not be taken into consideration for purposes of computation of
      benefits under any qualified and/or non-qualified employee pension benefit
      plans
      or employee welfare benefit plans then maintained by the Company, and, if
      applicable, any agreement entered into between the Executive and the Company
      which is then in effect.

    


    (d)           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(d), 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(d) (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(d), payable in 36 monthly installments,
      commencing on the first day of the month immediately following the sixth-month
      anniversary of Executive’s Termination Date.

    


    (e)           Health
      and Other Benefits.

    


    (i)  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. The cost of such
      coverage, less the portion of the cost that the Executive is required to pay
      for
      such benefits pursuant to the Company’s plan or program, will be included in
      Executive’s taxable income. The amount paid under this Section IV(e)(i) during a
      taxable year of Executive may not impact the amount paid by the Company under
      this Section IV(e)(i) during any other taxable year.

    


    The
      Company will also pay Executive an amount
      equal to any federal, state and local taxes due on such taxable income such
      that Executive will be in tax-equivalent position after such payments to what
      Executive would have been in had Executive paid the full cost of the coverage.
      Such amount will be paid to the Executive on the later of (i) the due date
      for
      the Executive’s tax return for the taxable year in which such taxable income is
      reported, and (ii) the sixth month anniversary of Executive’s Termination Date.
      In no event shall such amount be paid later than the end of Executive’s taxable
      year next following the taxable year in which such taxes are remitted to the
      applicable taxing authority.

    


    (ii)  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 reimburse Executive for the cost of insurance 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. 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. The cost of such coverage,
      less the portion of the cost that the Executive is required to pay for such
      benefits pursuant to the Company’s plan or program, will be included in
      Executive’s taxable income. The amounts paid under this Section IV(e)(ii) during
      a taxable year of Executive may not impact the Amount paid by the Company under
      this Section IV(e)(ii) during any other taxable year.

    


    The
      Company will also pay 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(e). Such amount will be paid on the later of (i) the due
      date
      for the Executive’s tax return for the taxable year in which amounts paid under
      this Section IV(e)(ii) are reported as taxable income, and (ii) the sixth month
      anniversary of Executive’s Termination Date. In no event shall such amount be
      paid later than the end of Executive’s taxable year next following the taxable
      year in which such taxes are remitted to the applicable taxing
      authority.

    


    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 of Employment and the
      continuation of benefits period described in the preceding
      paragraph.

    


    (f)           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 of Employment
      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(f)(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(f), 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(f)(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(f), 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(f)(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.   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(f)(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 (f)(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(f)(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(f)(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(f)(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.

    


    (g)           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 of Employment 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.

    


    (h)           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 two
      years after Executive’s Termination of 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 two years following the Executive’s Termination of 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 Executive’s Termination
      of 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 Executive’s Termination of 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 Executive’s Termination of 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 supersedes and replaces, in
      its
      entirety, the Amended Change of Control Employment Agreement dated as of January
      23, 2006.  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 28th day of January, 2008.

    


    


    Energizer
      Holdings,
      Inc.                                                                Attest:

    


    


    


    By:___________________________________                           By:______________________________

    Peter
      Conrad                                                                             
 Timothy L. Grosch

    Vice
      President, Human
      Resources                                            
Secretary

    


    


    


    ______________________________________                         ________________________________

    Executive                                                                                     Witness

    


    


    


    


    


    Executive
      Officers
      with Change of Control Employment Agreements

    


    W.
      Klein

    J.
      McClanathan

    D.
      Hatfield

    D.
      Sescleifer

    G.
      Stratmann

    P.
      Conrad