EDGEWELL PERSONAL CARE Co — Director's Dealing 2012

Apr 20, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ENERGIZER HOLDINGS INC (ENR)
CIK: 0001096752
Period of Report: 2012-04-16

Reporting Person: Hoskins Alan R. (PRESIDENT & CEO, ENR HP)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option 10/12/09	$65.63	2019-10-11	Energizer Holdings, Inc. Common Stock (12500)		Direct
Phantom Stk Units in Deferred Compensation Plan CM	$0		Energizer Holdings, Inc. Common Stock (2567)		Direct
Restricted Stock Equivalent 10/12/09 PB	$0		Energizer Holdings, Inc. Common Stock (9746)		Direct
Restricted Stock Equivalent 10/12/09 TB	$0		Energizer Holdings, Inc. Common Stock (4177)		Direct
Restricted Stock Equivalent 10/18/10 PB	$0		Energizer Holdings, Inc. Common Stock (8138)		Direct
Restricted Stock Equivalent 10/18/10 TB	$0		Energizer Holdings, Inc. Common Stock (3487)		Direct
Restricted Stock Equivalent 11/7/11 PB	$0		Energizer Holdings, Inc. Common Stock (6906)		Direct
Restricted Stock Equivalent 11/7/11 TB	$0		Energizer Holdings, Inc. Common Stock (2960)		Direct
Restricted Stock Equivalents 5/19/03	$0		Energizer Holdings, Inc. Common Stock (5000)		Direct

Footnotes

F1: 100% exercisable on October 12, 2012 as long as Recipient is still employed on said date. Options will also become exercisable upon the Recipient's death or disability, and in the event of a change of control of the Company occurring on or after November 1, 2011.

F2: Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.

F3: 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2012, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/09 and 9/30/12, 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.

F4: Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/12/2012 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: Five thousand (5,000) restricted stock equivalents will vest on 5/19/2012. Equivalents subject to forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.