Exhibit






Exhibit 10.21


ENERGIZER HOLDINGS, INC. EXECUTIVE SAVINGS INVESTMENT  PLAN January 1, 2015 Restatement


WHEREAS,  Energizer  Holdings,  Inc.  (the  "Company")  previously  established  the
Energizer Holdings, Inc. Executive Savings Investment Plan (the "Plan"), effective as of April 1,
2000, to provide retirement benefits for eligible employees; and


WHEREAS, in connection with complying with Section 409A of the Internal Revenue Code of 1986, as amended ("Code"), the portion of each Pmiicipant's Account that was earned and vested as of December 31, 2004, was fi·ozen, except for adjustments for earnings and losses, and credited to a separate subaccount (the "Grandfathered Account") and will be administered in accordance with the terms of the Grandfathered Plan as in effect on October 3, 2004 and the federal income tax law in effect prior to the enactment of Section 409A; and


WHEREAS, the pmiion  of each  Patiicipant's  Account earned or  vested on  or after Januaty 1, 2005 was credited to a separate subaccount (the "Non-Grandfathered Account") and was governed by the terms of the 2009 Restatement of the Plan and subsequent amendments thereto; and


WHEREAS, effective January 1, 2015, the Company desires to amend the restate the
Plan to revise the election terms thereunder;


NOW, THEREFORE, effective Janumy 1, 2015, the Plan is restated in its entirety with respect to the terms of the Plan that govern Non-Grandfathered Accounts as follows:

























































ENERGIZER HOLDINGS, INC. EXECUTIVE SAVINGS INVESTMENT PLAN January 1, 2015 Restatement


The Plan is maintained for a select group of management or highly compensated employees and, therefore, it is intended that the Plan will be exempt from Parts 2, 3 and 4 of Title I of ERJSA.  The Plan is not intended to qualify under Code Section 401.   The Plan is intended to comply with the requirements of Code Section 409A.


I.  DEFINITIONS


Capitalized terms used herein that are not defined herein shall have the same meaning as specified in the Energizer Holdings, Inc. Savings Investment Plan unless the context unambiguously requires otherwise.


1.1     "Account" means the bookkeeping account that is credited with Deferred Compensation Contributions, Company Matching Contributions and earnings and losses on such amounts as provided in Section 3.3.


1.2     "Affiliated Company" means those domestic corporations in which Energizer Holdings, Inc. owns, directly or indirectly, 50% or more of the voting stock, or any other entity so designed by the Committee.


1.3      "Beneficiary" means any person or persons (natural or otherwise) designated as such by a Participant on such forms and in such manner acceptable to the Committee; provided however, that a beneficiary designation form shall be effective only when the fmm is submitted in writing by the Participant and received by the Committee and such beneficiary designation form shall cancel any and all beneficiary designation forms previously signed and filed by the Participant.


1.4     "Board" means the Board of Directors of the Company.


1.5      "Cause" means willful breach or failure by the Participant to perform his or her employment duties.


1.6     "CEO" means the Chief Executive Officer of the Company.


1.7      "Change of Control" means 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 occUlTed if:


(a)       any "person" (as such tern1 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 20% or more of the total voting























power of all of the Company's then outstanding voting securities.  For purposes of this  Plan,  the   te1m  "person"   shall   not   include:   (A) the   Company   or  any corporation  of  which  50%  or  more  of  the  voting  stock  is  owned,  directly  or indirectly, by the Company (individually, a "Subsidiary" and collectively "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;


(b)        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;


(c)       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 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 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;


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


(e)        any other event that a simple  majority  of the Board, in its sole discretion,  shall dete1mine constitutes a Change of Control.


1.8     "Code" means the Internal Revenue Code of 1986, as amended.

































1.9      "Committee" means the Energizer Plans Administrative Committee, its designee, or any successor to such Committee.


1.10     "Company" means Energizer Holdings, Inc.


1.11    "Company Matching Contributions" means the amount of contributions made in accordance with Section 3.2.


1.12     "Compensation" means Compensation as defined under the SIP.


1.13    "Controlled Group" means all corporations or business entities that are, along with the Company, members of a controlled group of corporations or businesses, as defined in Code Sections 414(b) and 414(c), except that the language "at least 50 percent" is used instead of "at least 80 percent" in applying the rules of Code Sections 414(b) and 414(c).


1.14    "Defened  Compensation Contributions" means the amount of deferrals credited in accordance with Section 3.1.


1.15    "Disability" means a fmding by the Committee of a Participant's permanent and total disability.


1.16    "Employee" means a person employed by the Company or an Affiliated Company and who is one of a select group of management or highly-compensated employees.


1.17   "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


1.18    "Good Reason" means any of the following: assignment of duties inconsistent with the Employee's status or diminution in status or responsibilities from that which existed prior to the Change of Control; reduction in the Employee's annual salary; failure of the acquiror to pay any bonus award to which the Employee was otherwise entitled, or to offer the Employee incentive compensation, stock options or other benefits or perquisites which are offered to similarly situated employees of the acquiror; relocation of the Employee's primary office to a location greater than fifty (50) miles from his or her existing office; any attempt by the acquiror to terminate the Employee's employment in a manner other than as expressly permitted by the Change  of  Control  agreement(s);  or  the  failure  by  the  acquiror  to  expressly  assume  the Company's obligations under the Change of Control ag:reement(s).


1.19    "Grandfathered Account" means the vested portion of a Participant's Account as of December 31,2004,  as adjusted for earnings or losses.


1.20    "Non-Grandfathered Account" means (i) the portion of a Participant's  Account that became vested on or after January 1, 2005, as adjusted for earnings and losses, and (ii) contributions for periods on or after January 1, 2005, as adjusted for earnings and losses.































1.21     "Participant" means an Employee who is deferring, or an Employee or former
Employee who has deferred, Compensation pursuant to Article III of the Plan.


1.22    "Plan" means the Energizer Holdings, Inc. Executive Savings Investment Plan, as amended from time to time.


1.23    "Retirement" means Termination of Employment at or after age 55 with 10 years of service.


1.24    "SIP" means the Energizer Holdings, Inc. Savings Investment Plan, as amended from time to time.


1.25   "Tennination  of Employment" means tetmination of employment from the Controlled Group, as determined in accordance with rules set forth in IRS regulations under Code Section 409A (generally a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period); provided, however, to the extent petmitted by the regulations issued under Code Section 409A, a "Termination of Employment" does not occur if a Participant is on a military leave, sick leave or other bona fide leave of absence granted by the Company or an Affiliated Company.


1.26     "Valuation Date" means December 31 of each Year.


1.27     "Year" means a calendar year.


II.  ELIGIBILITY AND PARTICIPATION


2.1    Prior Participants.  An Employee who was a Participant in the Plan on December
31, 2014, and who is an Employee on January 1, 2015, shall continue to be a Pmiicipant in the
Plan on Janumy 1, 2015, subject to the termination provisions of Section 2.5.


2.2       Other Employees.  An Employee who is not covered under Section 2.1 shall be eligible to participate in the Plan if he or she is designated by the CEO as eligible to participate in the Plan.


2.3      Initial Enrollment.   In the case of a Pmiicipant who first becomes eligible to participate in this Plan during a Yem·, an election to defer Compensation in accordance with Section 3.1 may be made within 30 days after the date the Employee first becomes eligible to pmiicipate in the Plan, provided that the Employee has not previously become eligible to pmiicipate in  m1y  other nonqualified account balance plan maintained  by the Company (as defined in Treasury Regulation Section 1.409A-1(c)(2)(i)(A)), with respect to Compensation paid for services to be perfmmed subsequent to the election, which shall be in-evocable during such initial year of participation.  With respect to Compensation which is earned based upon a specified performance period, such as an annual bonus, such initial election shall apply only to the  portion  of  such  Compensation  equal  to  the  total  amount  of  Compensation  for  the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

























2.4       Annual Defenal Elections.   An election  by a Participant  to defer Compensation for a Year must be submitted  to the Committee  no later than the December  31st immediately preceding such Year in accordance with the mles and procedures established by the Committee. A deferral election made by a Participant is effective for an entire Year, and cannot be increased or decreased during such Year.


2.5       Termination  of Coverage.   A Participant  shall no longer be eligible to participate in the Plan including the right to defer Compensation pursuant to the Plan, effective as of the first payroll period beginning after the earlier of the following dates:


(a)     The date the Participant incurs a Termination of Employment;


		
	(b) 
	The last day of the Year   in which the Participant  ceases to meet the eligibility requirements of either Section 2.1 or Section 2.2 of the Plan; or




		
	(c) 
	The last day of the Year in which the Participant  is designated  by the CEO as ineligible to participate in the Plan.




Such Participant shall continue to be a Participant in the Plan for all other pmposes until distribution of his or her Account.


III.  CONTRIBUTIONS


3.1       Defenals  into  the  Plan.    A  Participant   may  elect  to  reduce  the  amonnt  of Compensation that the Participant would otherwise receive and defer up to 20% percent of such Compensation  each Year.   Deferral elections  under the Plan may not be revoked except in the case of Termination of Employment.  No after-tax deferrals are permitted under the Plan.


3.2       Company Matching  Contributions.   After each Year, the Company shall credit a Participant's Account with a Company Matching Contribution in an amount equal to (i) 100% of the first 6% of such Participant's Compensation  deferred under both the SIP (excluding Catch­ Up  Contributions)  and  pursuant  to  Section  3.1,  reduced  by  (ii)  the  matching  contributions credited to the Participant's SIP account for such Year; provided however,


(a)       If  the  Pmiicipant  does  not  contribute  the  maximum  elective  deferral  amount permitted under Code Section 402(g) for such Year to the SIP, the matching contribution percentage described above shall only be applied to Compensation  in excess of the applicable dollar amount limitation under Code Section 40l(a)(17) for that Yem· under the SIP; and


(b)       With respect to a Year, if a Participant  changes his or her defenal  percentage  in effect under the SIP after the December  31st preceding such Year, the matching credit to a Participant under this Plan will be limited so that such change under the SIP shall not increase or decrease the matching credit for such Year by more than the amount permitted under Treasury Regulation Section 1.409A-2(a)(9)(iii).



































3.3     Participants' Accounts.


(a)      The Company shall establish a book reserve account for each Participant. As appropriate,  the  Company  shall  credit  to  a  Participant's  Account  his  or  her Deferred Compensation Contributions and Company Matching Contributions.


(b)       Each  Participant's  Account  balance  shall  be  credited  on  a  daily  basis  with earnings or losses equal to the rate of earnings or losses of the SIP funds that the Participant has designated as investment choices.


(c)       Each Participant shall be furnished quarterly a statement setting forth the value of his or her Account.


IV.  VESTING OF CONTRIBUTIONS


4.1       Vesting of Deferred Compensation.   Each Patticipant  shall be vested at all times in the atnounts credited to his or her Account attributable  to his or her Defened  Compensation Contributions, and em·nings thereon.


4.2       Vesting of Comnanv Matching Contributions.   A Participant shall be vested in the amounts  credited to his  or her  Account  attributable  to  Company  Matching  Contributions  and emnings thereon as follows:


(a)     at the rate of 25% for each Period of Service in whole years (as defined in the
SIP); or


(b)     100% vested upon the occUJTence of any one of the following:


(1)    attainment of age 65;


(2)    Retirement; 


(3)    Disability;


(4)    death;


(5)    Change of Control, if the Participant's employment with the Company and all   Affiliated   Companies   is   terminated   within   twelve   (12)   months following such Change of Control, if such termination  of employment is by the Patticipant  for Good Reason, or such tetmination  of employment is by the Company or an Affiliated Company, for any reason other than for Cause; or


(6)    termination of the Plan.

































V.  DISTRIBUTIONS


5.1       Time  of  Distribution  to  Participant.     The  vested  portion  of  the  Participant's Account shall be paid (or commence to be paid in the case of installment payments) on the sixth month anniversary of the date of such Participant's Tennination  of Employment.


5.2       Distribution Upon Death.  In the event of the Participant's death, the Pmiicipant's Account  shall  be paid  to  the  Pmiicipant's Beneficiary.    In  the event  the  Participant  has  not designated  a  Beneficimy  or  the  Beneficimy  so  designated  predeceases  the  Pmiicipant,  then benefits shall be paid to the Participant's estate or as provided by law.  If distribution of benefits has not already commenced pursuant to Section 5.I, distribution of benefits shall commence no later than 90 days following the Participant's death, provided that Beneficiary may not designate the calendar in which distribution will be made.  The Committee reserves the right to review and approve Beneficiary designations.


5.3     Amount to be Distributed.   At the time of distribution set forth in Sections 5.1 or
5.2, the Company shall distribute the vested portion of the Pmiicipant's Account.   Emnings on the vested pmiion  of a Participant's Account shall be credited to the Participant's Account for the period between the most recent Valuation Date and the date of distribution of the Account.


5.4       Form of Distribution.  The distribution of a Participant's Account pursuant to this A:tiicle V shall be made in the form of payment  elected by the Participant  in his or her Initial Defenal  Election and shall be in the form of a single lump payment, five annual installments or ten annual  installments.    A Pmiicipant  shall  be permitted  to change  the fmm  of distribution initially elected  provided  that (i) such election  or change is made at least twelve (12) months prior to the date the first distribution is to be made, and (ii) the new benefit commencement  date is at least five (5) years after the first distribution  would otherwise be made, and (iii) the new election is not effective until twelve (12) months after the date the new election  is made.     No pmiicipant may change the form of payment  initially elected more than once.   For purposes of subsequent changes in the time and form of payment under Code Section 409A, the right to the series of installment payment is to be treated as the right to a single payment.  In the event of the death of a Pmiicipant,  benefits will be distributed  to the Beneficiary  in the form elected by the Participant.


5.5     Withdrawals and Loans.


(a)     Lom1s  m·e not permitted under the Plan.


(b)       A Participant (or, after a Pmiicipant's death, his or her Beneficiary) may request a withdrawal of all or a portion of his or her vested Account on account of a severe financial hardship in accordance with such rules and procedures prescribed by the Committee.     The  Participant   (or  his  or  her  Beneficiary)   shall  be  paid  the withdrawal amount as soon as practicable after the Committee approves his or her request.     The  payment  of this  withdrawal  amount  shall  not  be subject  to  the deduction limitation under Code Section 162(m).





































(c)       If the Committee determines that a Participant has incuned  a severe financial hardship, the Committee may make a cash distribution to the Participant of the portion of the vested balance of his or her Account needed to satisfy the severe financial hardship (including taxes reasonably anticipated as a result of such distribution), to the extent that the severe financial hardship may not be relieved:


(1)     Through reimbursement or compensation by insurance or otherwise; or


		
	(2)
	By liquidation of the Participant's  assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.




(d)       A  "severe  financial  hardship"  is  a  Pmiicipant's  need  for  a  distribution,  as determined by the Committee, resulting from:


		
	(1) 
	A sudden and unexpected illness or accident of the Participant or of a dependent or close family member of the Participant;


(2)    Loss of the Patiicipant's prope1iy due to casualty;
(3)    Any other events specified as "unforeseeable emergencies" under Code
Section 409A and the regulations and guidance thereunder;
(4)     Other extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the  Pmiicipant as permitted under Code
Section 409A.


(e)       The  Committee  shall  determine  whether  the  Participant  has  satisfied  the requirements of this Section 5.5.   The Committee may decline a request for a distribution under this Section 5.5 if the Committee determines that such distribution is not in the best interests of the Company. All determinations made by the Committee pursuant to this Section 5.5 shall be binding on all pmiies.






VI.  FORFEITURES


6.1     Time of Forfeiture.  Any mnount of Company Matching Contributions in which a
Pmiicipant is not vested shall be forfeited upon the Pmiicipant's Termination of Employment.


VII.  AMENDMENT  AND ADMINISTRATION  OF THE PLAN


7.1       Power to Amend or Termination Plan.  The power to mnend or modify the Plan at any time is reserved to the Committee, provided that, no amendment or modification may affect the terms of any defenal of Compensation defened prior to the effective date of such amendment or modification without the consent of the Participant or Beneficim·y affected thereby.  The Committee may tenninate  the Plan, and distribute all vested accrued benefits, subject to the restrictions set fmih in Treas. Reg. § 1.409A-3G)(4). A termination of the Plan must comply with the provisions of Code Section 409A and the regulations and guidance promulgated thereunder, including, but not limited to, restrictions on the timing of final distributions and the adoption of future deferred compensation anangements.



















7.2       Administration  of the Plan.  The Committee  shall administer  the Plan in its sole discretion and, in connection therewith, shall have full power to construe and interpret the Plan; to   establish   mles   and   regulations;   to   delegate   responsibilities   to   others   to  assist   it   in administering the Plan or performing any responsibilities hereunder; and to perform all other acts it believes reasonable and proper in connection with the administration of the Plan.


The interpretation of the Plan or other action of the Committee made in good faith in its sole discretion shall be subject to review only if such an interpretation  or other action is without a rational basis.  Any review of a final decision or action of the Committee shall be based only on such evidence presented to or considered  by the Committee at the time it made the decision that is the subject of the review.   The Company and any Affiliated Company whose Employees are covered by the Plan and any Employee who is or may be covered by the Plan hereby consent to actions  of the Committee  made in its sole discretion  and agree to be bound  by the nan-ow standard of review prescribed in this Section.


VIII.  MISCELLANEOUS


8.1       Company's Obligations Unfunded.   All benefits due a Participant  or Beneficiary under  the Plan  are unfunded  and  unsecured  and are payable  out  of the general  funds  of the Company  or  Affiliated  Company.    The  Company,  in  its  sole  and  absolute  discretion,  may establish  a grantor tmst  for the  payment  of  benefits  and obligations  hereunder,  the assets  of which shall be at all times subject to the claims of creditors of the Company or the respective Affiliated Company for which the Participant was employed when contributions  were made for such Participant as provided for in such trust, provided that such trust does not alter the characterization  of the Plan as an unfunded plan for purposes of ERISA.   Such !lust shall make distributions in accordance with the terms of the Plan.


8.2       No Right to Continued  Employment.   Neither the establishment  of the Plan nor the payment of any benefits thereunder nor any action of the Company, any Affiliated Company, the Board, or the Committee shall be held or construed to confer upon any person any legal right to be continued in the employ of the Company or an Affiliated Company.


8.3       Non-Alienation  of Benefits.  No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or change any right or benefit under this Plan shall be void.  No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or tmis of the person entitled to such benefits.   If the Pmiicipant  or Beneficiary becomes bankrupt, or attempts to anticipate, alienate, sell, assign, pledge, encumber, or  change  any  right  hereunder,  then  such  right  or  benefit  shall,  in  the  discretion  of  the Committee, cease and te1minate, and in such event, the Committee may hold or apply the smne or any pmi thereof for the benefit of the Participant or Beneficiary, spouse, children, or other dependents,  or  any  of  them  in  such  mmmer  and  in  such  amounts  and  proportions  as  the Committee  may  deem  proper.   Notwithstanding  anything  in this Section  to the conti·ary, the Committee  may comply  with a qualified  domestic  relations  order  as defined  in Code section
414(p); provided however, that for purposes of this Section 8.3, the provisions of Code section 414(p)(9) shall be disregarded and shall have no force and effect in applying the provisions of Code section  414(p).    Anything contained herein  to  the  contrary notwithstanding, benefits payable from the Plan under this Section 8.3 to an alternate payee pursuant to a qualified domestic relations order shall be paid only in the fonn of a lump sum payment as soon as practicable after the order is determined to constitute a qualified domestic relations order.  The Committee may establish procedures similar to those described in Code sections 414(p)(6) and (7), in lieu of the procedures set forth in Code sections 414(p)(6) and (7), for evaluating domestic relations orders and for handling benefits while domestic relations orders are being evaluated.















8.4      Address of Participant or Beneficiary.   A Participant shall keep the Committee apprised of the Participant's  cun·ent address and that of any Beneficiary at all times during pmticipation in the Plan.  At the death of a Participant, a Beneficiary who is entitled to receive payment of benefits under the Plan shall keep the Committee apprised of such Beneficiary's current address until the entire amount to be distributed has been paid.


8.5      Taxes.   The Company shall satisfy m1y  federal, state, or local tax withholding obligation from  any payment due hereunder.     The Company shall satisfy any withholding obligation for the employee portion of employment taxes resulting from vesting of amounts credited to a Participant's  Account through the reduction of a Participant's  paycheck in  an mnount necessary to satisfy such tax obligation.


8.6      Missouri  Law  to  Govern.     All  questions  pertmnmg  to  the  interpretation, constmction, administration, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Missouri.


8.7      Claims and Appeals Procedures.   A Participant or Beneficiary may claim any benefit to which he or she is entitled under this Plan by a written notice to the Committee.  If a claim is denied, it must be denied within ninety (90) days after receipt of the claim, unless special circumstances require an extension.  If an extension is necessary, the extension shall not be longer than an additional ninety (90) days.  Any denial shall be in a W1·itten notice stating the following:


(a)    The specific reason for the denial.
(b)     Specific reference to the Plan provision on which the denial is based.
(c)    Description of additional information necessary for the claimant to present his or her claim, if any, and an explanation of why such material is necessary.
(d)    An  explanation  of  the  Plan's  claims review procedures, and  the  time  limits applicable to such procedures, including a statement of the claimant's right to bring a
civil action under Section 502(a) of ERISA following an adverse benefit determination on rev1ew.


If the Committee does not deny the claim within the time specified above, the claimant may commence action in state or federal court.


The  claimant  will  have  sixty  (60)  days  to  request  a  review  of  the  denial  by  the
Committee, which will provide a full and fair review.  The request for review must be in W1·iting


delivered to the Committee.   The claimant may review pe1iinent documents, and he or she may submit  issues  and comments  in writing.   The decision  by the Committee  with respect to the review  must  be  given  within  sixty  (60)  days  after  receipt  of  the  request,  lmless  special circumstances  require an extension  (such as for a hearing).   In no event shall the decision  be delayed beyond one hundred and twenty (120) days after receipt of the request for review.  The decision shall be written in a manner calculated to be understood by the claimant, shall include specific  reasons and refer to specific Plan provisions as to its effect, state that the claimant is entitled  to  receive  upon  request  and  fi·ee of  charge,  reasonable  access  to  and  copies  of,  all documents, records and other information relevant to the claim, and state that the claimant has a right to bring a civil action under Section 502(a) of ERISA.


Anything contained herein to the contrary notwithstanding, any claim filed under the Plan and any action brought in state or federal comi by or on behalf of a Participant, a Beneficiary or alternate payee for the alleged  









wrongful denial of Plan benefits or for the alleged interference with ERISA-protected rights must be brought within one (1) year of the date of the Participant's, the Beneficiary's or altemate  payee's  cause of action first accrues.   Failure to bring any such cause of action with this one (1) year time fi·ame shall preclude a Participant,  a Beneficiary  or altemate payee, or any representative  of the Participant, the Beneficiary or alternate payee, fi·om bringing the claim or cause of action.  Correspondence or other communications following the mandatory appeals process described in this Section 8.7 shall have no effect on this one (1) year time frame.


8.8       Disability  Claims  and  Appeals  Procedures.    Notwithstanding  anything  to  the contrary in Section 8.7 above, if a detetmination of Disability must be made in order to decide a claim, the claim shall be considered a Disability claim and shall be subject to the following procedures.


The Committee shall process each Disability claim and make an initial decision as to the validity of the claim within a reasonable period of time, but no later than forty-five  (45) days after  receipt  of  the  claim.    If  the  Committee  determines  that  an  extension  to  process  the Disability claim is necessary due to matters beyond the control of the Committee, the Committee may extend the 45-day response period for up to thitiy (30) days by notifying the claimant, prior to the termination  of the initial 45-day period, of the circumstances  requiring the extension  of time and the date by which it expects to render a decision.   If the Committee determines that an additional  extension  to process  the  Disability  claim  is  necessary  due  to  matters  beyond  the control of the Committee, the Committee may extend the response period for up to an additional thirty (30) days by notifying the claimant, prior to the termination  of the first 30-day extension period, of the circumstances requit-ing the extension of time and the date by which it expects to render  a  decision.    An  extension  notice  shall  specifically   explain  the  standards  on  which entitlement to a benefit is based, the Ull1esolved issues that prevent a decision on the claim, and the additional  information needed to resolve those issues.   If the reason for the extension is the claimant's  failure to provide necessary information to decide the claim, the determination period shall be tolled from the date notice of insufficiency  is given, until the claimant responds to the notice.   The claimant shall have forty-five (45) days within which to provide the specified information.


A claim denial shall be furnished in writing or electronically. The denial shall inform the claimant of the specific reason or reasons for the denial, refer to the specific Plan provisions on which the denial is based, describe any additional material or information necessary to perfect the claim and explain why the material is necessary, describe the Plan's review procedures and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following a denial of an appeal, refer to any specific guidelines that were relied upon in issuing the denial, or state that such guidelines will be provided to the claimant free of charge upon request.


If a claimant receives notice from the Committee that a claim for  benefits has been denied in whole or in part, the claimant or the claimant's duly authorized representative may, within one hundred and eighty (180) days after receipt of notice of such denial:


(a)       Make written application to the Committee for a review of the decision.   Such application shall be made on a fmm specified by the Committee and submitted with such documentation as the Committee shall prescribe.


(b)       Review,  upon  request  and fi·ee of  charge,  all  documents, records and  other information in the possession of the Committee or the Committee which are relevant to the Disability claim.
(c)    Submit written comments, documents, records and other information relating to the claim.




If review of a decision is requested, such review shall be made by the Committee, which shall review all comments, documents, records, and other information submitted by the claimant relating to the Disability claim, without regard to whether such information was submitted or considered  in  the  initial  benefit  









determination.    The  Committee's  review  shall  not  afford deference to the initial adverse benefit determination. The individual(s) conducting the decision on review shall not be the individual(s) who made the initial adverse decision, nor the subordinates of such individual(s).


In the case of an appeal involving medical judgment, the Committee shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment.  The health care professional consulted shall be an individual who is neither an individual who was consulted in connection with the initial denial, nor the subordinate of any such individual.


The decision on review shall be made within forty-five (45) days after the receipt by the Committee of the request for review.  If the Committee detennines that an extension to process the appeal is necessary due to special circumstances, the Committee may extend the 45-day response period for up to 45 days by notifying the claimant, prior to the termination of the initial 45-day period, of the circumstances requiring the extension of time and the date by which it expects to render a decision.  If the reason for the extension is the claimant's failure to provide necessary information to decide the appeal, the determination period shall be tolled from the date notice of insufficiency is given, until the claimant responds to the notice.


Any denial of an appeal shall be ftnnished in writing or electronically.  The denial shall inform the claimant of the specific reason or reasons for the denial, refer to the specific Plan provisions on which the denial is based, state that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim, state the claimant's right to bring a civil action under Section
502(a) of ERISA, and refer to any specific guidelines that were relied upon in issuing the denial, or state that such guidelines will be provided to the claimant free of charge upon request.


Anything contained herein to the contrary notwithstanding, any claim filed under the Plan and any action brought in state or federal court by or on behalf of a Pmiicipant, a Beneficim·y or alternate payee for the alleged wmngful denial of Plan benefits or for the alleged interference with ERISA-protected rights must be bmught within one(!) year of the date of the Pm·ticipant's, the Beneficiary's  or alternate payee's  cause of action first accrues.   Failure to bring any such cause of action with this one (1) year time frill11e shall preclude a Pmiicipant, a Beneficiary or alternate payee, or any representative of the Pmiicipant, the Beneficiary or alternate payee, from bringing the claim or cause of action.  Correspondence or other communications following the mandatory appeals pmcess described in this Section 10.5 shall have no effect on this one (1) year time frame.


8.9      Limitation of Action and Choice of Venue.  Before a claimant may bring a legal action against the Plan, the Company, a Subsidiary, or the Committee, the claimant must first complete all steps of the claims and review procedures contained in Sections 8.7 and 8.8, as applicable.  After completing all steps of the claims and review procedures contained in Sections
8.7 and 8.8 as applicable, a claimant has one (1) year from the date he or she is notified of the Committee's final decision to bring such legal action or the right to bring such legal action is lost.  Any legal action against the Plan, the Company, a Subsidiary, or the Committee may only be brought in the United States District Comi for the Eastern District of Missouri.


8.10   Headings.   Headings of Articles and Sections of the Plan are inserted for convenience of reference. They constitute no part of the Plan.


8.11    Compliance  with  Code  Section  409A.    No  prov1s10n of  this  Plan  shall  be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A(a)(l)(B)(i)(II) because offailure to satisfy the requirements of Code Section 409A and the regulations and 









guidance issued thereunder.






IN WITNESS WHEREOF, the Committee has caused this Restatement of the Plan to be executed effective as of the 3rd day of November, 2014.




Energizer Holdings, Inc.
By:  /s/ Peter Conrad
Vice President, Human Resources