RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT (FOR EXECUTIVE OFFICERS AND EXECUTIVE I PARTICIPANTS)

Exhibit 10.1

RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT

(FOR EXECUTIVE OFFICERS AND EXECUTIVE I PARTICIPANTS)

In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and __________ (“Recipient”) hereby agree as follows:

ARTICLE I – COMPANY COVENANTS

Company hereby covenants:

The Company, pursuant to its 2000 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.

Twenty-five percent of the total Equivalents granted to each recipient will vest on the third anniversary of the date of grant (“Time-Vested Equivalents”). Vesting of the remaining Equivalents granted (the “Performance Equivalents”) is contingent upon achievement of performance targets with respect to the Company’s CAGR for the period from September 30, 2008 through September 30, 2011 (the “Measurement Period”). With respect to those Equivalents, a number of Equivalents equal to five percent of the total Equivalents granted will vest on the date that the Company publicly releases earnings results for its 2011 fiscal year (“the Announcement Date”) only if 8% CAGR is achieved for the Measurement Period, increasing proportionately, in 1/10 ^th of one percent increments, up to 75% of the total Equivalents granted if 15% or greater CAGR is achieved for that period. By way of example, the following percentages will vest at the specific CAGR targets noted below:

Upon vesting, as described above, each Equivalent will convert, at that time into one share of the Company’s $.01 par value Common Stock (“Common Stock”), which will be issued to the Recipient. Any Equivalents which fail to vest as of the Announcement Date will be forfeited and the Recipient will have no further rights with respect thereto.

At the time of issuance of shares of Common Stock to Recipient, as described in paragraph 2 above, Recipient will also receive an additional cash payment equal to the amount of dividends, if any, which would have been paid on the shares of Common Stock issued to him or her if the Recipient had actually acquired those shares on the date or dates of crediting of his or her Equivalents.  No interest shall be included in the calculation of such additional cash payment.

Notwithstanding the provisions of paragraph 2 above, all Equivalents granted to the Recipient (Time Vested and Performance) 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:

Notwithstanding the provisions of paragraph 2 above, upon a Change of Control of the Company, all Time-Vested Equivalents will immediately vest. With respect to the Performance Equivalents, if the Change of Control occurs at or within eighteen (18) months following the date of this Award Agreement, a number of Equivalents equal to 25% of the total Equivalents granted will also immediately vest.  If the Change of Control occurs more than eighteen (18) months following the date of this Award Agreement, but before the Announcement Date, the Performance Equivalents which will immediately vest will be the greater of:

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

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 Announcement Date, as described in paragraph 2 above, or as described in paragraphs 4 and 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

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 the sole discretion of the Nominating and Executive Compensation Committee of the Company’s Board of Directors, in accordance with the provisions of Section VI(F) of the Plan.

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.

Change of Control of the Company   shall be deemed to occur when (a) a person, as defined under the U.S. securities laws, acquires beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of the Company; or (b) the directors of the Company immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall, as a result thereof, cease to constitute a majority of the Board of Directors of the Company (or a successor corporation of the Company).

CAGR shall mean the Company’s compound annual growth rate in earnings per share (as publicly reported by the Company) for the applicable measurement period, rounded to the nearest whole percentage. For purposes of the calculation of CAGR, the determination of annual earnings per share will be based on all-inclusive GAAP results, adjusted only for certain unusual items: