X0306 4 2012-09-13 0 0001096752 ENERGIZER HOLDINGS INC ENR 0001540121 LaVigne Mark Stephen ENERGIZER 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS MO 63141 0 1 0 0 VP, GENERAL COUNSEL & SECY Phantom Stk Units in Deferred Compensation Plan CM 0.0 2012-09-13 4 A 0 2.0 69.64 A Energizer Holdings, Inc. Common Stock 2.0 299.0 D Phantom Stock Units in Deferred Compensation Plan 0.0 2012-09-13 4 A 0 7.0 69.64 A Energizer Holdings, Inc. Common Stock 7.0 1171.0 D Restricted Stock Equivalent 10/18/10 PB 0.0 Energizer Holdings, Inc. Common Stock 9300.0 9300.0 D Restricted Stock Equivalent 10/18/10 TB 0.0 Energizer Holdings, Inc. Common Stock 3986.0 3986.0 D Restricted Stock Equivalent 11/7/11 PB 0.0 Energizer Holdings, Inc. Common Stock 8440.0 8440.0 D Restricted Stock Equivalent 11/7/11 TB 0.0 Energizer Holdings, Inc. Common Stock 3618.0 3618.0 D Restricted Stock Equivalents 3/1/10 0.0 Energizer Holdings, Inc. Common Stock 1000.0 1000.0 D As a result of the 09/13/2012 dividend payment, a dividend equivalent payment was credited to the Reporting Person's balance in the Energizer stock fund of the Company's deferred compensation plan in the form of additional units. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2013, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/10 and 9/30/13, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/18/2013 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control. 16.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2014, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/11 and 9/30/14, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/7/2014 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company. Five Hundred (500) equivalents vest on March 1, 2013 and 500 on March 1, 2014. Equivalents are subject to forfeiture if Reporting Person voluntarily or involuntarily terminates employment prior to conversion dates, other than upon death, disability or change in control. MARK S. LAVIGNE 2012-09-17