ENERGIZER DEFERRED COMPENSATION PLAN
MARCH 30, 2000
March 30, 2000
PERSONAL AND CONFIDENTIAL
TO: PARTICIPANTS IN THE ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES
The Energizer Holdings, Inc. Deferred Compensation Plan for Key Employees (the
"Energizer Plan") provides you the opportunity to defer all or a portion of your
Incentive Plan Bonus and/or annual base salary. In general, deferring
compensation has the advantage of postponing payment of income tax and allowing
any earnings on the deferred amount to accumulate free of tax until distributed.
The information contained in this packet has been assembled for two reasons.
First, we want to give you the opportunity to defer compensation for the rest of
calendar year 2000 into Energizer's Plan. If you do not complete and return the
enclosed forms you will not be able to continue Deferrals for calendar year
2000. Second, we want to let you know what will be happening to compensation
you previously deferred into the Ralston Purina Deferred Compensation Plan (the
"Ralston Plan")
as a result of the spin-off of Energizer from Ralston Purina.
ACTION NOW
This packet contains two forms for you to complete and return to Compensation
Resource Group, the company that administers the Energizer Plan, so that they
are RECEIVED ON OR BEFORE APRIL 21,2000.
- - "2000 Election Form"
- - "Beneficiary Designation Form"
Each of these forms will be described in more detail below. Please return both
forms -- whether or not you make a Deferral - to Compensation Resource Group
(CRG) either by fax or mail (in the enclosed pre-addressed envelope), so that
they are RECEIVED NO LATER THAN APRIL 21, 2000.
DEFERRAL OF COMPENSATION FOR THE REMAINDER OF CALENDAR YEAR 2000
2000 ELECTION FORM - Your December, 1999 Deferral election under the Ralston
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Plan will be govern deferral of your First Half Fiscal Year 2000 Incentive Bonus
and your base annual salary through March 31, 2000. This "2000 Election Form"
controls any Deferral of your Second Half Fiscal Year 2000 Incentive Bonus and
any Deferral of your base annual salary from May 1, 2000 through the end of
calendar year 2000. If CRG does not receive your completed "2000 Election Form"
by the April 21, 2000 deadline, you cannot defer any compensation for the
remainder of calendar year 2000.
BENEFICIARY DESIGNATION FORM - Your beneficiary designation under the Ralston
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Plan will not be carried over to the Energizer Plan. This form will make that
selection now. If you do not complete and return this form, you can select a
Beneficiary at any time. However, in the event of your death prior to
completing your "Beneficiary Designation Form", payments under the Energizer
Plan will be made to your estate.
GENERAL INFORMATION ABOUT THE ENERGIZER PLAN
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The Energizer Plan carries over several features from the Ralston Plan:
The ability to DEFER UP TO 75% OF YOUR ANNUAL BASE SALARY.
INTERMEDIATE-TERM DEFERRAL OPTIONS that allow you to defer compensation for
periods as short as three years to help meet shorter-term financial needs such
as funding a child's college education or financing a future home purchase.
Payment distribution options that provide 5 or 10 year ANNUAL INSTALLMENT
PAYMENTS if you have a balance in your account of at least $50,000 when you
leave Energizer's employment.
The opportunity to transfer existing account balances, except for Company
matching contributions, to eleven possible options: NINE INVESTMENTS FUNDS which
mirror the returns of the Vanguard mutual funds that are available under the
Energizer Savings Investment Plan, a Prime Rate Fund, and the Energizer Common
Stock Fund.
Incentive Plan Bonus Deferrals into the Energizer Common Stock Fund will
continue to receive A 25% COMPANY MATCH.
Transaction flexibility including DAILY INVESTMENT REALLOCATIONS,
interactive voice response system, Internet access to account balance
information, and quarterly account statements.
Plan Administration by Compensation Resource Group (CRG)
However, unlike the Ralston Plan, Company matching contributions under the
Energizer Plan now will VEST after thirty-six (36) months, rather than upon
attainment of age fifty (50). Retirement, death or Disability also will
continue to accelerate vesting.
YOUR MARCH 31, 2000 ACCOUNT BALANCE UNDER THE RALSTON PLAN
Your prior account balance in the Ralston Plan, including any Incentive Plan
Bonus or Annual Salary Deferrals through March 31, 2000, will be fully vested
and transferred to your account in the Energizer Plan. All Company matching
contributions associated with these Deferrals also will be fully vested and
transferred to your Energizer Plan account. Your Ralston Plan account balance
when transferred to the Energizer Plan will mirror the funds in which your
Ralston Plan account balance is currently invested, except that your account
balance credited to the Ralston Common Stock fund will be converted to the
Energizer Common Stock fund.
There will be a 6-week freeze on participant activity in order to allow CRG to
establish each participant's account in the Energizer Plan. Since your account
under the Ralston Plan will be fully vested in the Energizer Plan, once the
administrative freeze lifts, you can choose to move any of these vested monies
into other Measurement Funds by contacting CRG.
Any First Half Fiscal Year 2000 Incentive Bonus Plan payment which you deferred
will be governed by the Deferral election you submitted in December, 1999.
However, the portion of your First Half Fiscal Year 2000 Incentive Bonus which
you allocated to the Ralston Common Stock Fund in December of 1999 will
automatically be allocated to Energizer Common Stock Fund. Since these
Deferrals, including any associated matching contribution by the Energizer, also
will be vested as part of the spin-off, you may move these funds to other
Measurement Funds, if you choose once the administrative freeze is lifted.
IMPORTANT DATES
APRIL 1, 2000 begins the freeze on participant activity so that CRG can set up
the Energizer Plan. During this time participants cannot move money in their
Account between Measurement Funds.
APRIL 21, 2000 is the deadline for CRG to receive your "2000 Election Form" and
your "Beneficiary Designation Form" either by fax or mail.
MAY 15, 2000 is when we currently estimate that the freeze will be lifted by CRG
and participants may begin accessing their Accounts again and reallocating
Account investments.
The attached Questions and Answers will give you more information about the
Plan, and a plan document will be forwarded to you in the near future. Please
review the enclosed information carefully; then, using the enclosed
pre-addressed envelope, return both forms -- whether or not you make a Deferral
- - TO COMPENSATION RESOURCE GROUP (CRG) EITHER BY FAX OR MAIL SO THAT THEY ARE
RECEIVED NO LATER THAN APRIL 21, 2000.
If you have any questions concerning this information, please contact
Compensation Resource Group at 1-800-405-0911 or Stacy Wegmann at 314-982-1979.
Geraldine S. Auger
Director, Organizational Development and Compensation
Energizer Holdings, Inc.
Telephone 314-982-1215
Enclosures
ENERGIZER HOLDINGS, INC.
Deferred Compensation Plan
2000 Election Form
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- -------------------------------------------------- ------------------------
Participant Name (Last, First, Middle Initial) Social Security Number
I have been offered an opportunity to participate in the Energizer Holdings,
Inc., Deferred Compensation Plan (the "Plan"). I hereby elect to participate in
the Plan and irrevocably authorize the Company to deduct from my compensation
the amounts specified below:
DEFERRAL ELECTION PLEASE COMPLETE THE DEFERRALELECTION BELOW. YOU MUST
DEFER A TOTAL OF AT LEAST $1,000 TO PARTICIPATE IN
THE PLAN.
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BASE SALARY I elect to defer _______% of my calendar 2000 Base
Salary starting with the May payroll following my
enrollment (maximum deferral is 75%).
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INCENTIVE PLAN BONUS I elect to defer _______%, OR all up to $_______, OR
defer all in excess of $_______ of my Second Half
Fiscal Year 2000 Incentive Plan Bonus.
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NON-PARTICIPATION I elect not to defer calendar 2000 Base Salary or
Second Half Fiscal Year Incentive Plan Bonus.
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CALENDAR 2000 BASE SALARY INVESTMENT ELECTION (PLEASE SELECT IN WHOLE
PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%)
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I elect to invest my calendar 2000 Base Salary deferrals in the following
Measurement Funds:
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CALENDAR 2000 BASE SALARY INVESTMENT ELECTION (PLEASE SELECT IN WHOLE PERCENTAGE INCREMENTS; TOTAL MUST
EQUAL 100%)
===========================================================================================================
I elect to invest my calendar 2000 Base Salary deferrals in the following Measurement Funds:
Energizer Holdings, Inc. Common Stock Vanguard International Growth Fund ____%
Prime Rate Fund ____% Vanguard Life Strategy Income Fund ____%
Vanguard Wellington Fund ____% Vanguard Life Strategy Conservative Growth Fund ____%
Vanguard 500 Index ____% Vanguard Life Strategy Moderate Growth Fund ____%
Vanguard Windsor II Fund ____% Vanguard Life Strategy Growth Fund ____%
Vanguard Small-Cap Index ____%
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SECOND HALF FISCAL YEAR 2000 INCENTIVE PLAN BONUS INVESTMENT ELECTION (PLEASE SELECT IN WHOLE
PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%)
==========================================================================================================
I elect to invest my Second Half Fiscal Year 2000 Incentive Plan Bonus deferrals in the following
Measurement Funds:
Energizer Holdings, Inc. Common Stock ____%
Prime Rate Fund ____% Vanguard International Growth Fund ____%
Vanguard Wellington Fund ____% Vanguard Life Strategy Income Fund
Vanguard 500 Index ____% Vanguard Life Strategy Conservative Growth Fund ____%
Vanguard Windsor II Fund ____% Vanguard Life Strategy Moderate Growth Fund ____%
Vanguard Small-Cap Index ____% Vanguard Life Strategy Growth Fund
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(OVER)
ELECTION OF DATE AND FORM OF PAYMENT FOR 2000 DEFERRALS (PLEASE SELECT A DATE
AND FORM OF PAYMENT)
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I elect to receive _______% of my calendar 2000 Base Salary Deferrals and/or
my Second Half Fiscal Year 2000 Incentive Plan Bonus Deferrals and the
associated earnings, on ___________________(cannot be sooner than January 1,
2004). I understand that if my employment terminates for any reason prior to
the date I elected above, my benefit will be paid to me upon my termination
of employment.
I elect to receive my calendar 2000 Base Salary Deferrals and/or my Second
Half Fiscal Year 2000 Incentive Plan Bonus Deferrals upon the termination
of my employment for any reason.
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Upon termination of my employment for any reason, I elect to receive payment of
my entire Account Balance in the following form (check one below):
________ Lump Sum ________ 5 Annual Payments ________ 10 Annual Payments
I understand that if my vested account balance is less than $50,000 my account
will be paid to me in a lump sum.
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ACCEPTED AND ACKNOWLEDGED:
Signature of Participant Date For Energizer Plans Administrative
Committee Date
MAIL OR FAX ON OR BEFORE APRIL 21, 2000 TO:
COMPENSATION RESOURCE GROUP
ATTN: LAURA POPE
633 WEST FIFTH STREET, 52ND FLOOR
LOS ANGELES, CA 90071
FAX (213) 438-6600