RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT

Exhibit 10.1

RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT

WHEREAS, _________ (“Recipient”) is an employee of Energizer Holdings, Inc. (“Company”) and a participant in the Company’s Fiscal 2009 Annual and Two-Year Bonus Program (the “2009 Bonus Program”), and

WHEREAS, the Nominating and Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company has elected, in light of current economic conditions, to rescind Recipient’s participation in the 2009 Annual Bonus Program and the 2008 Two-Year Bonus Program (the “Bonus Programs”) as well as eligibility for a Company matching contribution in the Executive Savings Investment Plan (“ExSIP”) and participation in the Supplemental Executive Retirement Plan (“SERP”) for the current calendar year, and therefore Recipient will not be entitled to any compensation under the Bonus Programs or such other Plans, and Recipient specifically waives any claim he or she may have for any compensation under the Bonus Programs, or such other Plans with respect to the current calendar year, and

WHEREAS, the Committee has elected to grant to Recipient, as an alternative to his or her participation in the above Bonus Programs and SERP and eligibility for a Company matching contribution in the ExSIP, a restricted stock equivalent award which would vest upon achievement of individual and Company performance goals set forth in the 2009 Annual Bonus Program, and

NOW THEREFORE, in consideration of the mutual covenants contained herein, Company and Recipient hereby agree as follows:

ARTICLE I – COMPANY COVENANTS

Company hereby covenants:

1.            Award .

The Company, pursuant to its 2009 Incentive Stock Plan (the “Plan”), grants to Recipient a Restricted Stock Equivalent Award of ______ restricted common stock equivalents (“Equivalents”). This Award Agreement is subject to the provisions of the Plan and to the following terms and conditions.

2.            Vesting; Payment .

The 2009 Bonus Program provides for the potential payment of a cash bonus to participants in that Program based on

all as described in Attachment A to this Agreement. Although Recipient is no longer a participant in the 2009 Annual Bonus Program and the 2008 Two-Year Bonus Program, vesting of the Equivalents granted under this Agreement is contingent upon Recipient’s FFA rating for fiscal year 2009, and the achievement of Company Business Performance goals, on the terms described in Attachment A. Specifically, as set forth in the grid on Attachment A, in the event of the Recipient’s receipt of one of the alternative FFA ratings, and the achievement of one of the alternative Company Business Performance goals for fiscal year 2009, so indicated, on November 16, 2009 (the “Vesting/Payment Date”), that number of Equivalents indicated on the grid for the individual FFA rating and Company Business Performance goal actually achieved will vest, with the number of Equivalents vesting increasing proportionately in 1/10 ^th of 1% increments for Company Business Performance between the Threshold and Stretch goals (with no increase for Company performance in excess of the Stretch goal.)

Upon vesting, as described above, each Equivalent will convert, on the Vesting/Payment Date, into one share of the Company’s $.01 par value Common Stock (“Common Stock”), which will be issued to the Recipient not later than December 31, 2009. Any Equivalents which fail to vest as of the Vesting/Payment Date will be forfeited and the Recipient will have no further rights with respect thereto. It is recognized that the Vesting/Payment Date shall mean a date after the end of fiscal year 2009, but not later than the December 31 ^st immediately following the end of such fiscal year.

3.            Additional Cash Payment .

Additional cash payments equal to the amount of dividends, if any, which would have been paid to the Recipient had shares of Common Stock been issued in lieu of the Equivalents, will be paid, solely with respect to the number of Equivalents vesting as of the Vesting Payment Date, on or after the Vesting/Payment Date, but not later than the December 31 following the Vesting/Payment Date.  No interest shall be included in the calculation of such additional cash payment.

4.            Acceleration .

Notwithstanding the provisions of paragraph 2 above, all Equivalents granted to the Recipient, as described in paragraph 1 above, will immediately vest, convert into shares of Common Stock and be paid to the Recipient, his or her designated beneficiary, or his or her legal representative, in accordance with the terms of the Plan, in the event of:

In the event of such acceleration upon the Recipient’s death or Termination of Employment due to total and permanent disability, the shares of Common Stock into which the Equivalents convert will be issued, and related payments, if any, shall be paid, no later than (i) the 15 ^th day of the third calendar month following such event, or (ii) a date after such event, but not later than the December 31 ^st immediately following such event.

5.            Acceleration Upon a Change of Control of Company .

Notwithstanding the provisions of paragraph 2 above, upon a Change of Control of the Company, the number of Equivalents set forth in the grid on Attachment A, which would vest in the event of the Recipient’s receipt of a “2” FFA rating, and the achievement of the “Target” Business Performance goal for fiscal year 2009 will immediately vest and convert into shares of Common Stock. Such shares shall be issued to, and related payments, if any, shall be paid, no later than the earlier of (i) the 15 ^th day of the third calendar month after the Change of Control, or (ii) a date after the Change of Control, but not later than the December 31 ^st immediately following the Change of Control.

Any unvested Equivalents which do not vest upon a Change of Control as described in this paragraph shall be forfeited.

6.            Forfeiture .

All rights in and to any and all Equivalents granted pursuant to this Award Agreement, and to any shares of Common Stock into which they would convert, which have not vested by the Vesting/Payment Date, as described in paragraph 2 above, or as described in paragraph 5 above, shall be forfeited. In addition, prior to that date, all rights in and to any and all Equivalents granted pursuant to this Award Agreement which have not vested in accordance with the terms hereof, and to any shares of Common Stock into which they would convert, shall be forfeited upon

7.            Shareholder Rights; Adjustment of Equivalents .

Recipient shall not be entitled, prior to the conversion of Equivalents into shares of Common Stock, to any rights as a shareholder with respect to such shares of Common Stock, including the right to vote, sell, pledge, transfer or otherwise dispose of the shares.  Recipient shall, however, have the right to designate a beneficiary to receive such shares of Common Stock under this Award Agreement, subject to the provisions of Section V of the Plan.  The number of Equivalents credited to Recipient may be adjusted in accordance with the provisions of Section VI(F) of the Plan.

8.            Other .

The Company reserves the right, as determined by the Committee, to convert this Award Agreement to a substantially equivalent award and to make any other modification it may consider necessary or advisable to comply with any applicable law or governmental regulation, or to preserve the tax deductibility of any payments hereunder. Shares of Common Stock shall be withheld in satisfaction of federal, state, and local or other international withholding tax obligations arising upon the vesting of Equivalents.

9.            Delayed Payment Upon Termination of Employment.

Subject to the provisions of this Award concerning acceleration and payment upon death or Termination of Employment due to total and permanent disability, a payment on account of Termination of Employment may not be made until at least six months after such Termination of Employment. Any payment otherwise due in such six month period shall be suspended and become payable at the end of such six month period.

10.            Definitions .

Affiliates shall mea