FORM OF AGREEMENT

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

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.

(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).

(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