ENERGIZER DEFERRED COMPENSATION PLAN
DECEMBER 6, 2000
December 6, 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.
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 DECEMBER 29, 2000.
- - 2001 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 DECEMBER 29, 2000. If you do not complete and
return the enclosed forms you will not be able to make Deferrals for calendar
year 2001.
DEFERRAL OF COMPENSATION FOR CALENDAR YEAR 2001
2001 ELECTION FORM - This "2001 Election Form" controls any Deferral of your
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Fiscal Year 2001 Incentive Bonus and any Deferral of your base annual salary
from January 1, 2001 through the end of calendar year 2001. If CRG does not
receive your completed "2001 Election Form" by the DECEMBER 29, 2000 deadline,
you cannot defer any compensation for the calendar year 2001.
BENEFICIARY DESIGNATION FORM - Your beneficiary designation selection should be
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made with this form. If you do not complete and return this form, the
Beneficiary Designation form you submitted earlier this year will apply. Or,
alternatively, you can select a Beneficiary at any time. 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 offers several features:
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 for lump sum payment or for 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 INVESTMENT FUNDS: nine 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
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)
Company matching contributions under the Energizer Plan will VEST after
thirty-six (36) months. Retirement, death or Disability also will continue to
accelerate vesting.
NEXT STEPS
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The attached Questions and Answers will give you more information about the
Plan. 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 DECEMBER 29, 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
Vice President, Global HR Programs
Energizer Holdings, Inc.
Telephone 314-982-1215
Enclosures
ENERGIZER HOLDINGS, INC.
Deferred Compensation Plan
2001 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:
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DEFERRAL ELECTION PLEASE COMPLETE THE DEFERRAL ELECTION 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 2001 Base
Salary (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 Year 2001
Incentive Plan Bonus.
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NON-PARTICIPATION I elect not to defer calendar 2001 Base Salary or
Fiscal Year Incentive Plan Bonus.
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CALENDAR 2001 BASE SALARY INVESTMENT ELECTION (PLEASE SELECT IN WHOLE
PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%)
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I elect to invest my calendar 2001 Base Salary deferrals in the following
Measurement Funds:
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CALENDAR 2001 BASE SALARY INVESTMENT ELECTION (PLEASE SELECT IN WHOLE
PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%)
I elect to invest my calendar 2001 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
Vanguard 500 Index ____% Growth Fund ____%
Vanguard Windsor II Fund ____% Vanguard Life Strategy Moderate Growth ____%
Vanguard Small-Cap Index ____% Vanguard Life Strategy Growth Fund ____%
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FISCAL YEAR 2001 INCENTIVE PLAN BONUS INVESTMENT ELECTION (PLEASE SELECT IN
WHOLE PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%)
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I elect to invest my calendar 2001 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
Vanguard 500 Index ____% Growth Fund ____%
Vanguard Windsor II Fund ____% Vanguard Life Strategy Moderate Growth ____%
Vanguard Small-Cap Index ____% Vanguard Life Strategy Growth Fund ____%
(OVER)
ELECTION OF DATE AND FORM OF PAYMENT FOR 2001 DEFERRALS (PLEASE SELECT A DATE
AND FORM OF PAYMENT)
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I elect to receive _______% of my calendar 2001 Base Salary Deferrals and/or
my Fiscal Year 2001 Incentive Plan Bonus Deferrals and the associated
earnings, on ___________________(cannot be sooner than January 1, 2005).
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 2001 Base Salary Deferrals and/or my Fiscal
Year 2001 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:
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SIGNATURE OF PARTICIPANT DATE FOR ENERGIZER PLANS ADMINISTRATIVE COMMITTEE DATE
MAIL OR FAX TO:
CLARK/BARDES CONSULTING - COMPENSATION RESOURCE GROUP
ATTN: LAURA POPE
633 WEST FIFTH STREET, 52ND FLOOR
LOS ANGELES, CA 90071
FAX (213) 438-6600
ENERGIZER HOLDINGS, INC.
Deferred Compensation Plan
2001 Election Form for Directors
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Participant's 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 calendar 2001
Director's Fees the amount specified below:
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DIRECTOR'S FEE DEFERRAL ELECTION PLEASE COMPLETE THE DEFERRAL ELECTION
BELOW. YOU MUST DEFER A TOTAL OF AT LEAST $ 1,000 TO PARTICIPATE IN THE PLAN.
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FEES I elect to defer _______%, or all up to $____________,
or all in excess of $____________, or _____% in excess
of $____________ of my remaining calendar 2001
Director's Fees
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NON-PARTICIPATION I elect not to defer my remaining calendar 2001
Director's Fees
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DIRECTOR'S FEE INVESTMENT ELECTION (PLEASE SELECT IN WHOLE PERCENTAGE
INCREMENTS; TOTAL MUST EQUAL 100%)
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I elect to invest my calendar 2001 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
Vanguard 500 Index ____% Growth Fund ____%
Vanguard Windsor II Fund ____% Vanguard Life Strategy Moderate Growth ____%
Vanguard Small-Cap Index ____% Vanguard Life Strategy Growth Fund ____%
ACCEPTED AND ACKNOWLEDGED:
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Signature of Participant Date for the Nominating and Executive Date
Compensation Committee
PLEASE COMPLETE AND RETURN FORMS TO:
CLARK/BARDES CONSULTING - COMPENSATION RESOURCE GROUP
ATTN: LAURA POPE
633 WEST FIFTH STREET, 52ND FLOOR
LOS ANGELES, CA 90071-2086
FAX: (213) 438-6600