X0306 4 2015-07-08 0 0001096752 EDGEWELL PERSONAL CARE Co EPC 0001197021 BENDER ANTHONY J C/O EDGEWELL PERSONAL CARE COMPANY 1350 TIMBERLAKE MANOR PARKWAY CHESTERFIELD MO 63017 0 1 0 0 CIO & VP, GBS Restricted Stock Equivalent 11/13/2014 0.00 2015-07-08 4 A 0 3136 0.00 A Common Stock 3136 3136 D Restricted Stock Equivalent 11/06/2013 0.00 2015-07-08 4 A 0 1157 0.00 A Common Stock 1157 1157 D Restricted Stock Equivalent 12/10/2012 0.00 2015-07-08 4 A 0 2663 0.00 A Common Stock 2663 2663 D Restricted Stock Equivalent 02/13/2012 0.00 2015-07-08 4 A 0 439 0.00 A Common Stock 439 439 D Restricted Stock Equivalent 11/06/2013 0.00 2015-07-08 4 A 0 3470 0.00 A Common Stock 3470 3470 D Restricted Stock Equivalent 07/08/2015 0.00 2015-07-08 4 A 0 3003 0.00 A Common Stock 3003 3003 D Pursuant to the Employee Matters Agreement, by and between Edgewell Personal Care Company ("Edgewell") and Energizer Holdings, Inc. ("Energizer"), dated as of June 25, 2015, to reflect the separation of Energizer from Edgewell by means of a pro rata distribution of 100% of the outstanding shares of Energizer common stock to Edgewell stockholders of record on June 16, 2015 (the "Separation"), each outstanding restricted stock equivalent award ("RSE") owned by the Reporting Person was adjusted on July 8, 2015 to maintain the intrinsic value of the award. RSE will vest and convert into shares of Edgewell Common Stock on 11/13/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. RSE will vest and convert into shares of Edgewell Common Stock on 11/06/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. RSE will vest and convert into shares of Edgewell Common Stock on 11/05/2015 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. RSE will vest and convert into shares of Edgewell Common Stock on 02/13/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. Each of the Reporting Person's performance-based RSEs that would otherwise have vested in November 2016 contingent on the achievement of certain performance-based criteria was converted into a time-based vesting award in connection with the Separation and will vest and convert into shares of Edgewell Common Stock in November 2016. RSE will vest and convert into shares of Edgewell Common Stock on the date that Edgewell releases its earnings report for the fiscal year ending on September 30, 2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. One-third of the RSE granted will vest and convert into shares of Edgewell Common Stock on each of 07/08/2016, 07/08/2017 and 07/08/2018 if Reporting Person is employed on said dates or all or a portion may vest upon death, disability, change of control or certain termination events. /s/ Jeffrey Gershowitz, Attorney in Fact 2015-07-10