Form of Agreement








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 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
May 1, 2005. This Amended Agreement shall continue in effect through May 1,
2008; provided, however, that commencing on May 1, 2006, 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. Confidential
Information. 




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:





__________________

__________________

Energizer Holdings,
Inc.

533 Maryville
University Drive

St. Louis, MO
63141







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.




Executive may agree
in writing with the Company (in which case this Article XI shall have
effect but not otherwise) that 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 City, State 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
___________. 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 1st day of May, 2005.














Granted to
:    W.
Klein

J.
McClanathan

J.
Lynch

D.
Sescleifer

G.
Stratmann

D.
Hatfield

P.
Conrad