0001096752-05-000013 Sample Contracts

NON-QUALIFIED STOCK OPTION
Non-Qualified Stock Option • January 19th, 2005 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies

ENERGIZER HOLDINGS, INC. (the "Company"), effective January 14, 2005, grants this Non-Qualified Stock Option to _______________ ("Optionee") to purchase a total of _______ shares of Common Stock of the Company ("Common Stock") at a price of $[closing price on date of grant] per share pursuant to its Energizer Holdings, Inc. 2000 Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and the following terms, Optionee may exercise this Option from time to time by tendering to the Company written notice of exercise together with the purchase price in cash, or in shares of Common Stock at their Fair Market Value as determined by the Nominating and Executive Compensation Committee (the “Committee”), provided that such shares have been held for at least six months.

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RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT
Restricted Stock Equivalent Award Agreement • January 19th, 2005 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies

Energizer Holdings, Inc. (“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:

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