ENERGIZER HOLDINGS, INC. 9,500,000 Shares of Common Stock Underwriting AgreementEnergizer Holdings Inc • May 15th, 2009 • Miscellaneous electrical machinery, equipment & supplies • New York
Energizer Holdings, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 9,500,000 shares of common stock, par value $.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,425,000 shares of common stock, par value $.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto Rights (the “Rights”) to purchase Common Shares (as defined in the Rights Agreement). The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of March 16, 2
