10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10Q/A

(Amendment No. 1)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended December 31, 2005

Commission File No. 001-15401

ENERGIZER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

MISSOURI	1-15401	No. 43-1863181
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

533 MARYVILLE UNIVERSITY DRIVE, ST. LOUIS MISSOURI 63141

(Address of principal executive offices)(Zip Code)

(314) 985-2000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

          YES:  üNO: _____

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

    YES:  üNO: _____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                                              YES: _____ NO: ü         

Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on January 13, 2006:

              62,615,041            

Explanatory Note

This Amendment No. 1 on Form 10-Q/A amends certain portions of the Quarterly Report on Form 10-Q of Energizer Holdings, Inc. ("Energizer") for the fiscal period ended December 31, 2005 as filed with the Securities and Exchange Commission on January 27, 2006. We have amended our disclosure under Item 4 of Part I, Controls and Procedures, to be more responsive to the requirements of Item 308(c) of Regulation S-K. No other amendments have been made, and this Form 10-Q/A does not reflect events occurring after the filing of the original Quarterly Report or modify or update those disclosures affected by subsequent events.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENT OF EARNINGS
(Condensed)
(Dollars in millions, except per share data - Unaudited)
	Quarter Ended December 31,
		2005			2004
Net sales	$	882.4		$	875.9
Cost of products sold		451.0			430.5
Selling, general and administrative expense		141.6			147.6
Advertising and promotion expense		81.6			96.3
Research and development expense		15.5			16.5
Interest expense		16.5			11.0
Other financing items, net		1.5			(3.1	)
Earnings before income taxes		174.7			177.1
Income tax provision		(54.2	)		(56.7	)
Net earnings	$	120.5		$	120.4
Basic earnings per share	$	1.83		$	1.67
Diluted earnings per share	$	1.77		$	1.60
STATEMENT OF COMPREHENSIVE INCOME:
Net earnings	$	120.5		$	120.4
Other comprehensive income, net of tax
Foreign currency translation adjustments		(7.0	)		54.0
Minimum pension liability change, net of tax of
$(0.5) and $0.2 in fiscal 2006 and 2005		1.1			(0.8	)
Total comprehensive income	$	114.6		$	173.6
See accompanying Notes to Condensed Financial Statements

ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Condensed)
(Dollars in millions--Unaudited)
		December 31,			September 30,			December 31,
		2005			2005			2004
Assets
Current assets
Cash and cash equivalents	$	108.1		$	84.5		$	125.5
Trade receivables, less allowance for doubtful
accounts of $12.3, $12.5 and $12.9, respectively		758.2			677.3			752.4
Inventories		443.6			491.0			432.1
Other current assets		214.2			211.2			193.1
Total current assets		1,524.1			1,464.0			1,503.1
Property at cost		1,472.9			1,469.1			1,463.6
Accumulated depreciation		(806.1	)		(786.6	)		(748.6	)
		666.8			682.5			715.0
Goodwill		356.9			358.9			375.1
Intangible assets		301.5			305.1			317.5
Other assets		162.6			163.3			183.2
Total	$	3,011.9		$	2,973.8		$	3,093.9
Liabilities and Shareholders Equity
Current liabilities
Current maturities of long-term debt	$	15.0		$	15.0		$	20.0
Notes payable		225.2			101.2			173.7
Accounts payable		160.1			231.8			167.3
Other current liabilities		537.9			489.6			553.2
Total current liabilities		938.2			837.6			914.2
Long-term debt		1,317.0			1,295.0			1,108.9
Other liabilities		355.7			360.7			368.0
Shareholders equity
Common stock		1.0			1.0			1.0
Additional paid in capital		936.7			929.6			905.1
Retained earnings		950.0			832.7			699.1
Treasury stock		(1,391.9	)		(1,193.9	)		(895.1	)
Accumulated other comprehensive loss		(94.8	)		(88.9	)		(7.3	)
Total shareholders equity		401.0			480.5			702.8
Total	$	3,011.9		$	2,973.8		$	3,093.9
See accompanying Notes to Condensed Financial Statements

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Condensed)
(Dollars in millions - Unaudited)
	Quarter Ended December 31,
		2005			2004
Cash flow from operations
Net earnings	$	120.5		$	120.4
Non-cash items included in income		38.1			26.4
Changes in assets and liabilities used in operations		(50.1	)		(87.5	)
Other, net		(12.3	)		(1.3	)
Net cash flow from operations		96.2			58.0
Cash flow from investing activities
Property additions		(14.3	)		(18.4	)
Proceeds from sale of property		0.4			0.4
Other, net		0.5			(0.9	)
Net cash used by investing activities		(13.4	)		(18.9	)
Cash flow from financing activities
Net cash proceeds from issuance of long-term debt		49.9			298.0
Principal payments on long-term debt (including
current maturities)		(29.2	)		(252.7	)
Net increase in notes payable		110.2			9.0
Restricted cash as collateral for debt		(1.2	)		-
Common stock purchased		(191.7	)		(93.5	)
Proceeds from issuance of common stock		2.6			8.3
Excess tax benefits from share-based payments		1.5			3.1
Net cash used by financing activities		(57.9	)		(27.8	)
Effect of exchange rate changes on cash		(1.3	)		5.1
Net increase in cash and cash equivalents		23.6			16.4
Cash and cash equivalents, beginning of period		84.5			109.1
Cash and cash equivalents, end of period	$	108.1		$	125.5
See accompanying Notes to Condensed Financial Statements

ENERGIZER HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

December 31, 2005

(Dollars in millions, except per share data - Unaudited)

The accompanying unaudited financial statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer Holdings, Inc. (the Company) for the year ended September 30, 2005.

Note 1 - Share-Based Payments

On October 1, 2005, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R) using the “modified retrospective” method. Accordingly, prior year results have been adjusted to incorporate the effects of SFAS 123R. The impact to the Company’s net earnings is consistent with the pro forma disclosures provided in previous financial statements, as fiscal 2005 is found in Note 4 below. The Consolidated Balance Sheet also reflects the adoption of SFAS 123R.   At September 30, 2005, the cumulative impact was $13.5 to total deferred taxes, $45.8 to retained earnings and $73.2 to additional paid-in capital, which also reflects the reclassification of unearned compensation for restricted stock equivalents of $13.9.  Cash flow for fiscal years prior to 2006 was adjusted in accordance with SFAS 123R to reflect excess tax benefits as an inflow from financing activities. Impacts to the December 31, 2004 Statement of Cash Flows were as follows:

	Originally Reported	SFAS 123R impact	Adjusted
Cash flow from operations	$                                   61.1	$                                  (3.1)	$                                   58.0
Cash flow from financing activities	$                                (30.9)	$                                     3.1	$                                (27.8)

In fiscal years prior to 2006, the Company used the accelerated method of recognizing compensation costs for awards with graded vesting. The accelerated method treated traunches of a grant as separate awards amortizing the compensation costs over each vesting period within a grant. For example, an award vesting ratably over a four-year period, the associated compensation expense was recognized as follows: 52% in the first year, 27% in the second year, 15% in the third year and 6% in the fourth year. Beginning in fiscal 2006, as allowed by SFAS 123R, the Company elected to recognize compensation costs for awards using the straight-line method, amortizing the expense ratably over the service period for the award, or 25% per year for an award vesting ratably over a four-year period.

Total compensation cost charged against income for the Company’s share-based compensation arrangements was $4.1 and $2.5 for the quarters ended December 31, 2005 and 2004, respectively and was recognized in selling, general and administrative (SG&A) expense. The total income tax benefit recognized in the Consolidated Statement of Earnings for share-based compensation arrangements was $1.5 and $0.9 for the quarters ended December 31, 2005 and 2004, respectively.  Stock option exercises and restricted stock issuance under the Company’s share-based compensation program are generally issued from treasury shares.

Options

As of December 31, 2005, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $111.3 and $91.0, respectively. The aggregate intrinsic value of stock options exercised for the quarters ended December 31, 2005 and 2004 was $5.2 and $13.9, respectively.  When valuing new grants, Energizer uses an implied volatility, which reflects the expected volatility for a period equal to the expected life of the option. No new option awards were granted in the current quarter.

As of December 31, 2005, there was $7.2 of total unrecognized compensation costs related to stock options granted, which will be recognized over a weighted-average period of approximately one year.

Restricted Stock Equivalents (RSE)

During the current quarter end, the Board of Directors approved two different grants of RSE. First, a grant to key employees included approximately 73,000 shares that vest ratably over four years. The second grant for 80,000 shares was awarded to a group of key senior management and consists of two pieces: 1) twenty-five percent of the total restricted stock equivalents granted vest on the third anniversary of the date of grant; 2) the remainder vests on the date that the Company publicly releases its earnings for its 2008 fiscal year contingent upon the Company’s compound annual growth in earnings per share (CAGR) for the three year period ending on September 30, 2008.  If a CAGR of 10% is achieved, an additional twenty-five precent of the grant vests.  The remaining fifty percent will vest in its entirety on the third anniversary of the grant date, only if the Company achieves a CAGR at or above 15%, with smaller percentages of that remaining fifty percent vesting if the Company achieves a CAGR between 11% and 15%. Stock will be awarded at vesting date for these grants.

The following table summarizes RSE activity during the current quarter (shares in millions):

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested RSE at October 1, 2005	0.5			$                  36.76
Granted		0.2			52.83
Vested		(0.1	)		46.13
Cancelled		-			49.18
Nonvested RSE at December 31, 2005		0.6		$	40.34

As of December 31, 2005, there was $16.0 of total unrecognized compensation costs related to RSE granted under the Plan, which will be recognized over a weighted-average period of approximately 2.5 years. The fair value of RSE vested for the quarters ended December 31, 2005 and 2004 was $0.4 and $1.4, respectively. 

Other Share-Based Compensation

During the quarter ended December 31, 2005, the Board of Directors approved an award for officers of the Company. This award totaled 196,800 share equivalents and has the same features as the restricted stock award granted to senior management discussed above, but will be settled in cash and mandatorily deferred until the individual’s retirement or other termination of employment. The total award expected to vest is amortized over the three year vesting period and the amortized portion is recorded at the closing market price of Energizer stock at each period end. The related liability is reflected in Other Liabilities in the Company’s Consolidated Balance Sheet.

Note 2 - Segment Note

The Company’s operations are managed via three major segments - North America Battery (U.S. and Canada battery and lighting products), International Battery (rest of world battery and lighting products) and Razors and Blades (global razors, blades and related products). The Company reports segment results reflecting all profit derived from each outside customer sale in the region in which the customer is located. Research and development costs for the battery segments are combined and included in the Total Battery results. Research and development costs for Razors and Blades are included in that segment’s results. Segment performance is evaluated based on segment operating profit exclusive of general corporate expenses, share-based compensation, costs associated with most business realignment activities and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

Following the acquisition of Schick-Wilkinson Sword (SWS) in 2003, the Company has adopted an operating model that includes a combination of stand-alone and combined business functions between the battery and razor and blades businesses, varying by country and region of the world. Shared functions include product warehousing and distribution, various transaction processing functions, legal and environmental activities, and in some countries, combined sales forces and management. Beginning in fiscal 2006, the Company applied a fully allocated cost basis, in which shared business functions are allocated between the businesses. Fiscal 2005 was adjusted to this same basis and a reconciliation for this fiscal year is presented in Note 4.

Segment sales and profitability for the quarters ended December 31, 2005 and 2004, respectively, are presented below.

	For the quarter ended December 31,
	2005		2004
Net Sales
North America Battery	$	395.8	$	386.4
International Battery		270.5		261.3
Total Battery		666.3		647.7
Razors and Blades		216.1		228.2
Total Net Sales	$	882.4	$	875.9

Profitability
North America Battery	$                         114.9			$                         117.8
International Battery		66.7			66.0
R&D Battery		(8.0	)		(8.2	)
Total Battery		173.6			175.6
Razors and Blades		46.6			39.0
Total segment profitability	$	220.2		$	214.6
General corporate and other expenses		(26.2	)		(28.2	)
Amortization		(1.3	)		(1.4	)
Interest and other financial items		(18.0	)		(7.9	)
Total earnings before income taxes	$	174.7		$	177.1

Supplemental product information is presented below for revenues from external customers:

	For the quarter ended December 31,
		2005		2004
Net Sales by Product Line
Alkaline Batteries	$	442.3	$	447.7
Carbon Zinc Batteries		72.1		72.3
Other Batteries and Lighting Products		151.9		127.7
Razors and Blades		216.1		228.2
Total Net Sales	$	882.4	$	875.9

Note 3 - Business Realignment

The Company continually reviews its battery and razor and blades business models, including its product supply chain, sales, marketing and administrative organizations. In the current quarter, the Company initiated a project to improve its European supply chain and recognized $4.7, pre-tax, of exit costs for legally mandated severance benefits which are recorded in SG&A expense and reflected in general corporate and other expenses in the segment note. The full project is expected to involve charges to earnings totaling $24 to $28, with the majority of the project expected to be incurred in fiscal 2006.

Note 4 - 2005 Reconciliation

The tables below reflect the impact on 2005 results as a result of the Company’s adoption of SFAS 123R and the fully allocated method as described in Notes 1 and 2.

		Quarter ended December 31, 2004										Quarter ended March 31, 2005
		As Reported		Fully Allocated Adjustment		FAS 123R			Adjusted			As Reported		Fully Allocated Adjustment		FAS 123R			Adjusted
Profitability
North America Battery	$	117.2		0.6		-		$	117.8		$	48.5		0.5		-		$	49.0
International Battery		64.7		1.3		-			66.0			40.4		1.4		-			41.8
R&D Battery		(8.2	)	-		-			(8.2	)		(8.6	)	-		-			(8.6	)
Total Battery		173.7		1.9		-			175.6			80.3		1.9		-			82.2
Razors and Blades		41.4		(2.4	)	-			39.0			28.3		(2.3	)	-			26.0
Total segment profitability	$	215.1		(0.5	)	-		$	214.6		$	108.6		(0.4	)	-		$	108.2
Corporate expense		(26.7	)	0.5		(2.0	)		(28.2	)		(21.0	)	0.4		(2.3	)		(22.9	)
Amortization expense		(1.4	)	-		-			(1.4	)		(1.4	)	-		-			(1.4	)
Interest and other financial items		(7.9	)	-		-			(7.9	)		(12.8	)	-		-			(12.8	)
Earnings before income taxes	$	179.1		-		(2.0	)	$	177.1		$	73.4		0.0		(2.3	)	$	71.1
Income tax provision		(57.4	)	-		0.7			(56.7	)		(15.8	)	-		0.9			(14.9	)
Net earnings	$	121.7		-		(1.3	)	$	120.4		$	57.6		0.0		(1.4	)	$	56.2
EPS - Basic	$	1.68		-		(0.01	)	$	1.67		$	0.81		-		(0.02	)	$	0.79
EPS - Diluted	$	1.62		-		(0.02	)	$	1.60		$	0.78		-		(0.02	)	$	0.76

	Quarter ended June 30, 2005										Quarter ended September 30, 2005
		As Reported		Fully Allocated Adjustment		FAS 123R			Adjusted			As Reported		Fully Allocated Adjustment		FAS 123R			Adjusted
Profitability
North America Battery	$	57.3		(0.3	)	-		$	57.0		$	72.7		(0.7	)	-		$	72.0
International Battery		37.1		1.3		-			38.4			31.5		0.8		-			32.3
R&D Battery		(8.4	)	-		-			(8.4	)		(10.8	)	-		-			(10.8	)
Total Battery		86.0		1.0		-			87.0			93.4		0.1		-			93.5
Razors and Blades		20.4		(2.5	)	-			17.9			27.2		(2.6	)	-			24.6
Total segment profitability	$	106.4		(1.5	)	-		$	104.9		$	120.6		(2.5	)	-		$	118.1
Corporate expense		(22.7	)	1.5		(2.4	)		(23.6	)		(27.2	)	2.5		(2.3	)		(27.0	)
Amortization expense		(1.2	)	-		-			(1.2	)		(1.3	)	-		-			(1.3	)
Interest and other financial items		(10.9	)	-		-			(10.9	)		(18.5	)	-		-			(18.5	)
Earnings before income taxes	$	71.6		-		(2.4	)	$	69.2		$	73.6		-		(2.3	)	$	71.3
Income tax provision		(17.8	)	-		0.9			(16.9	)		(20.3	)	-		0.8			(19.5	)
Net earnings	$	53.8		-		(1.5	)	$	52.3		$	53.3		-		(1.5	)	$	51.8
EPS - Basic	$	0.76		-		(0.02	)	$	0.74		$	0.77		-		(0.02	)	$	0.75
EPS - Diluted	$	0.73		-		(0.02	)	$	0.71		$	0.74		-		(0.02	)	$	0.72

	Year ended September 30, 2005
		As Reported		Fully Allocated Adjustment		FAS 123R			Adjusted
Profitability
North America Battery	$	295.7		0.1		-		$	295.8
International Battery		173.7		4.8		-			178.5
R&D Battery		(36.0	)	-		-			(36.0	)
Total Battery		433.4		4.9		-			438.3
Razors and Blades		117.3		(9.8	)	-			107.5
Total segment profitability	$	550.7		(4.9	)	-		$	545.8
Corporate expense		(97.6	)	4.9		(9.0	)		(101.7	)
Amortization expense		(5.3	)	-		-			(5.3	)
Interest and other financial items		(50.1	)	-		-			(50.1	)
Earnings before income taxes	$	397.7		0.0		(9.0	)	$	388.7
Income tax provision		(111.3	)	-		3.3			(108.0	)
Net earnings	$	286.4		0.0		(5.7	)	$	280.7
EPS - Basic	$	4.03		-		(0.08	)	$	3.95
EPS - Diluted	$	3.90		-		(0.08	)	$	3.82

Note 5 - Earnings Per Share

Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock equivalents.

The following table sets forth the computation of basic and diluted earnings per share for the quarters ended December 31, 2005 and 2004, respectively.

(shares in millions)	Quarter Ended
	December 31,
	2005		2004
Numerator:
Net earnings for basic and dilutive earnings per share	$	120.5	$	120.4
Denominator:
Weighted-average shares for basic earnings per share		65.7		72.3
Effect of dilutive securities:
Stock options		1.5		2.1
Restricted stock equivalents		0.9		0.8
Total dilutive securities		2.4		2.9
Weighted-average shares for diluted earnings per share		68.1		75.2
Basic earnings per share	$	1.83	$	1.67
Diluted earnings per share	$	1.77	$	1.60

Note 6 - Goodwill and Intangibles

Changes in the carrying amount of goodwill for the period ended December 31, 2005 are as follows:

	North American		International			Razors &
		Battery		Battery			Blades			Total
Balance at October 1, 2005	$	24.7	$	14.1		$	320.1		$	358.9
Currency translation adjustment		-		(0.4	)		(1.6	)		(2.0	)
Balance at December 31, 2005	$	24.7	$	13.7		$	318.5		$	356.9

Total amortizable intangible assets other than goodwill at December 31, 2005 are as follows:

	Gross		Accumulated
	Carrying Amount		Amortization			Net
To be amortized:
Tradenames	$	11.8	$	(3.4	)	$	8.4
Technology and patents		35.0		(9.1	)		25.9
Customer-related		6.1		(2.3	)		3.8
		52.9		(14.8	)		38.1

The carrying amount of indefinite-lived intangible assets is $263.4 at December 31, 2005, an increase of $1.5 from September 30, 2005 and a decrease of $8.8 from December 31, 2004, respectively. Changes in indefinite-lived intangible assets, which are tradenames and pension-related intangibles, are primarily currency related. Estimated amortization expense for amortized intangible assets for each year ended September 30, 2006 through 2008 is $5.0 and for each year ended September 30, 2009 through 2010 is $4.6.

Note 7 - Defined Pension Benefit Plans

The Company has several defined benefit pension plans covering substantially all of its employees in the United States and certain employees in other countries. The plans provide retirement benefits based on years of service and earnings. The Company also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and therefore are not included in the information presented below. Health care and life insurance postretirement benefits are also currently provided by the Company for certain groups of retired employees.

The Company’s net periodic benefit cost for these plans is as follows:

		Pension						Postretirement
		As of December 31,						As of December 31,
		2005			2004			2005			2004
Service cost	$	6.1		$	6.0		$	0.1		$	0.1
Interest cost		9.3			8.8			0.7			0.8
Expected return on plan assets		(12.2	)		(11.7	)		-			(0.1	)
Amortization of prior service cost		-			(0.1	)		(0.6	)		(0.6	)
Amortization of unrecognized net loss		1.5			0.8			-			-
Amortization of transition obligation		-			0.1			-			-
Net periodic benefit cost	$	4.7		$	3.9		$	0.2		$	0.2

For the quarter ended December 31, 2005, $2.3 in pension contributions and $0.4 in postretirement contributions have been made by the Company. The Company expects to contribute $10.4 to its pension plans and $3.6 to its other postretirement plans for the fiscal year 2006.

Note 8 - Inventories

	December 31,		September 30,		December 31,
	2005		2005		2004
Inventories
Raw materials and supplies	$	76.5	$	75.5	$	73.0
Work in process		88.3		89.2		93.2
Finished products		278.8		326.3		265.9
Total inventories	$	443.6	$	491.0	$	432.1

Note 9 - Legal Matters

The Company was served with a lawsuit filed on August 12, 2003 in the U.S. District Court for the District of Massachusetts in Boston, Massachusetts by the Gillette Company. The lawsuit alleges that the Company’s new Quattro men’s shaving system infringes one of Gillette’s patents with respect to a specific progressive geometric blade configuration, and petitions the court for injunctive relief as well as monetary damages. Gillette filed a motion for a preliminary injunction in the matter, which was denied by the Court in an order issued January 15, 2004. The Court held that Gillette's patent claims were limited to razors with three blades, and so could not cover the four-bladed Quattro razor design. Thereafter, Gillette appealed that decision to the U.S. Court of Appeals for the Federal Circuit. InJune 2004, the Company filed a counterclaim against Gillette alleging that Gillette committed fraud against the Patent Office when it obtained its three blade progressive geometry patent and, therefore, that Gillette’s attempts to enforce the patent violate U.S. antitrust laws. In November 2004, the Company added another counterclaim against Gillette, alleging breach of contract under a 1989 Agreement that gave the Company's predecessor, Warner Lambert, immunity from suit under the patent at issue. On April 29, 2005, the U.S. Court of Appeals for the Federal Circuit vacated the trial court's decision that Gillette's claims cover only three-bladed razors, and remanded the case back to the trial court for further proceedings. Trial on Gillette’s claims is expected in March 2006, with trial on the Company’s counterclaims thereafter.

On December 19, 2003, Gillette filed suit against the Company’s Wilkinson Sword subsidiary in Germany alleging that Quattro infringes Gillette’s European patent which is equivalent to the three-blade progressive geometry patent at issue in the Massachusetts District Court. At a trial on December 2, 2004, the German court hearing the matter held that the patent is limited to razors having three blades, and therefore does not cover the Company's four-bladed Quattro razor. Gillette is appealing.

On February 13, 2004, the Company filed a patent infringement suit against Gillette in federal district court in Connecticut. The complaint alleges that Gillette is infringing three Schick patents concerning the connection of the blade cartridge to the razor handle. At the time the suit was filed, these three patents covered Gillette’s Mach3, Mach3 Turbo and Venus product lines. After the filing of the suit, Gillette introduced a new product, Mach 3 Power, and on July 15, 2004, the Company amended its suit, adding an allegation that Mach 3 Power infringes the Schick patents and seeking a preliminary injunction against the sale of Mach 3 Power. In October of 2004, the Company withdrew its motion for preliminary injunction. The Company has now amended the complaint by dropping two of the patents from the suit. The trial on the remaining patent is expected to take place in 2006.

In May 2004, Gillette filed three suits against Wilkinson Sword in Hamburg, Germany seeking preliminary injunctions. The first suit alleges that the sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition shower caddy. The second suit alleges that the sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition cartridge container. The third suit alleges that the manufacture and sale of the Wilkinson Sword Quattro razor in Germany infringes a Gillette patent covering the razor handle. A hearing was held on these three preliminary injunction requests on June 16, 2004 and, when the judge indicated that he was going to deny the injunctions, Gillette withdrew its requests. Gillette filed the same suits against Wilkinson Sword in Düsseldorf, Germany, but did not seek preliminary relief. Two of those suits are in a preliminary stage and may proceed for a protracted period of time.Gillette dismissed the third suit relating to Quattro and Gillette's razor handle patent.

Note 10 - Treasury Stock

The Company purchased approximately 4.1 million shares of its common stock during the quarter ended December 31, 2005 under its November 1, 2005 authorization from the Board of Directors. The November 2005 authorization approved for the Company to acquire up to 10 million shares of its common stock, of which 6.0 million remained at December 31, 2005. Future purchases may be made from time to time on the open market or through privately negotiated transactions, subject to corporate objectives and the discretion of management.

Energizer Holdings, Inc.

Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk

Highlights / Operating Results

Net earnings for Energizer Holdings, Inc. (the Company) for the quarter ended December 31, 2005 were $120.5, or $1.83 per basic share and $1.77 per diluted share compared to $120.4, or $1.67 per basic share and $1.60 per diluted share for the same quarter last year. The current year quarter results include a provision for restructuring the Company’s European supply chain of $3.1, after taxes, or $0.05 per basic and diluted share. The Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R) using the “modified retrospective” method as discussed in Note 1 to the Condensed Financial Statements. Accordingly, prior year results have been adjusted to incorporate the effects of SFAS 123R. The impact to the Company’s net earnings is consistent with the pro forma disclosures provided in previous financial statements.

Net sales increased $6.5, or 0.7% for the quarter as higher battery segment sales were partially offset by declines in razor and blades. On a constant currency basis, sales increased 2%. See the comments on sales by segment in the Segment Results section below.

Gross margin decreased $14.0 for the quarter with nearly equal declines in the North America Battery and Razors and Blades segments. Gross margin percentage declined two percentage points to 48.9% for the current quarter primarily in the North America battery segment. See the comments on gross margin by segment in the Segment Results section below.

Selling, general and administrative (SG&A) expense decreased $6.0 in the quarter, primarily on declines in general corporate and razor and blades, partially offset by pre-tax charges of $4.7 related to restructuring of our European supply chain. SG&A expenses as a percent of sales were 16.0% in the current quarter, compared to 16.9% in the same quarter last year.

Advertising and promotion (A&P) expense decreased $14.7 in the current quarter, primarily due to lower spending in the Razors and Blades segment. A&P expense as a percent of sales was 9.2% in the current quarter, compared to 11.0% in the same quarter last year.

Research and development expense decreased $1.0 in the current quarter and represented 1.8% of current year and 1.9% of prior year sales.

Segment Results

The Company’s operations are managed via three major segments - North America Battery (U.S. and Canada battery and lighting products), International Battery (rest of world battery and lighting products) and Razors and Blades (global razors, blades and related products). The Company reports segment results reflecting all profit derived from each outside customer sale in the region in which the customer is located. Research and development costs for the battery segments are combined and included in the Total Battery segment results. Research and development costs for Razors and Blades are included in that segment’s results. Segment performance is evaluated based on segment operating profit exclusive of general corporate expenses, share-based compensation, costs associated with most business realignment activities and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

Following the acquisition of Schick-Wilkinson Sword (SWS) in 2003, the Company has adopted an operating model that includes a combination of stand-alone and combined business functions between the battery and razor and blades businesses, varying by country and region of the world. Shared functions include product warehousing and distribution, various transaction processing functions, legal and environmental activities, and in some countries, combined sales forces and management. Beginning in fiscal 2006, the Company applied a fully allocated cost basis, in which shared business functions are allocated between the businesses. Fiscal 2005 was adjusted to this same basis and a reconciliation for this fiscal year, including the aforementioned SFAS 123R adjustment, is presented in Note 4 to the Condensed Financial Statements.

This structure is the basis for Energizer’s reportable operating segment information, as included in the tables in Note 2 to the Condensed Financial Statements for the quarters ended December 31, 2005 and 2004.

North America Battery

	Quarter ended December 31,
		2005		2004
Net sales	$	395.8	$	386.4
Segment Profit	$	114.9	$	117.8

Net sales for the current quarter were up $9.4, or 2% as higher volume was partially offset by unfavorable pricing and product mix. Lithium and rechargeable batteries continued volume growth in excess of 20%, while Energizer Max unit sales increased 3%. Overall pricing and product mix was unfavorable due to a continuing shift to larger pack sizes, which sell at lower per unit prices as well as lower prices for non-Energizer branded products. Energizer initiated a general price increase in 2005; however holiday promotional pricing commitments have delayed realization of pricing increases.

Gross margin decreased $6.8 for the quarter, as contribution of incremental sales volume was more than offset by unfavorable pricing and higher product cost. Product cost in the current quarter was unfavorable to the prior year quarter due to higher year over year material cost of approximately $5.7. Segment profit decreased $2.9 for the current quarter as lower gross margin was partially offset by lower A&P and selling expenses.

The U.S. retail battery category is defined as household batteries (alkaline, carbon zinc, lithium and rechargeable) and specialty batteries. The U.S. retail battery category increased by 4.4% in dollars for the 12 weeks ending December 3, 2005, versus the same period last year. Retail consumption of Energizer’s products increased 9.5% in dollars for the same period. Our focus on the performance segment, specifically rechargeables and lithium batteries resulted in an increase of approximately 1.8 share points compared to the same period in the prior year, bringing Energizer’s share of the total retail category to approximately 37.7% for the quarter. Energizer estimates that retail inventory levels at December 31, 2005, were at seasonally normal levels.

With holiday promotional commitments behind us and higher post-holiday retail prices, we expect to see benefits from our battery price increase going forward. However, higher material costs and the continuing shift to larger package sizes are likely to offset at least a portion of any favorable pricing attained in the near term.

International Battery

	Quarter ended December 31,
	2005		2004
Net sales	$	270.5	$	261.3
Segment Profit	$	66.7	$	66.0

Net sales for International Battery increased $9.2, or 4% in absolute dollars and 5% on a constant currency basis in the current quarter, primarily on higher volume, partially offset by unfavorable pricing and product mix. Volume increases were primarily in the performance and premium product lines. Segment profit was up $0.7, or 1% as the benefit of higher volume was nearly offset by unfavorable pricing, higher product cost and unfavorable currency impacts.

Razors and Blades

	Quarter ended December 31,
		2005		2004
Net sales	$	216.1	$	228.2
Segment Profit	$	46.6	$	39.0

Razors and Blades sales for the quarter decreased $12.1, or 5%, with currencies accounting for $7.3 of the decline. On a constant currency basis, sales declined 2%. Excluding currency impacts, sales for the Quattro franchise this quarter increased 30% over the same quarter last year on incremental sales from Quattro for Women and Quattro Power. However, declines in older technology products more than offset Quattro increases. A portion of the declines were due to unusually heavy promotional activity in the prior year quarter. Sales were also dampened in the current quarter by retail inventory reductions in several key markets and U.S. customers holding inventory down in anticipation of a major competitor product launch in January 2006.

Gross margin for the quarter decreased $6.8 on lower sales. Segment profit for the quarter was up $7.6, as lower gross margin was more than offset by $11.2 of lower A&P, reflecting lower levels of product launch activities, and lower SG&A expense.

We estimate our overall share of the wet shave category in our major markets at 20.7% for the year ending November 2005 versus 21.5% for the year ending November 2004. The prior year period benefited from new product introductions in Europe.

General Corporate and Other Expenses

General corporate and other expenses decreased $2.0 for the quarter primarily on lower incentive and stock-based compensation expense, partially offset by the aforementioned business realignment costs, which are more fully described below.

Business Realignment Costs

The Company continually reviews its battery and razor and blades business models, including its product supply chain, sales, marketing and administrative organizations. In the current quarter, the Company initiated a project to improve its European supply chain and recognized $4.7, pre-tax, of exit costs for legally mandated severance benefits which are recorded in SG&A expense. The full project is expected to involve charges to earnings totaling $24 to $28, with the majority of the project expected to be incurred in fiscal 2006. Annual cost savings of approximately $6 are expected, commencing in fiscal 2007.

Interest Expense and Other Financing Costs

Interest expense increased $5.5 on higher average borrowings, resulting from share repurchases and higher interest rates. Other net financing items were unfavorable $4.6 for the quarter due to exchange losses in the current period compared to exchange gains included in last year’s first quarter.

Income Taxes

Income taxes, which include federal, state and foreign taxes, were 31.0% for the current quarter, compared to 32.0% for the same quarter last year. The improved tax rate is due to a variety of small favorable tax attributes.

Financial Condition

At December 31, 2005, working capital was $585.9, compared to $626.4 at September 30, 2005 and $588.9 at December 31, 2004. The decrease in working capital from September 30, 2005 was primarily due to higher short-term borrowings, partially offset by seasonal changes in operating working capital items. Working capital was essentially flat when comparing the current period to December 31, 2004, ashigher short-term borrowings were basically offset by increases in current assets and declines in other current liabilities.

Energizer’s total borrowings were $1,557.2 at December 31, 2005, $557.2 of which is tied to variable interest rates (primarily LIBOR). An increase in the applicable short-term rates of one full percentage point would increase annualized financing costs by $5.6.

A summary of Energizer’s significant contractual obligations is shown below.

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt, including current maturities	$	1,332.0	$	15.0	$	145.0	$	647.0	$	525.0
Interest on long-term debt		287.6		52.0		101.8		76.6		57.2
Operating leases		49.9		13.1		17.8		11.8		7.2
Total	$	1,669.5	$	80.1	$	264.6	$	735.4	$	589.4

Cash flow from operations was $96.2 for the quarter ended December 31, 2005, up $38.2 from the same period a year ago. The primary reason for the increase relates to timing of payments of other current liabilities. Cash used in investing activities includes capital expenditures of $14.3 in the current quarter compared to capital expenditures of $18.4 in the same quarter last year. Cash flow from financing activities includes higher proceeds from short-term borrowings in the current period and the purchase of $191.7 of treasury stock in the current quarter and $93.5 in the prior year quarter. The Company purchased approximately 4.1 million shares of its common stock during the quarter ended December 31, 2005. Share repurchases in fiscal 2006 were financed with available operating cash flow and short-term borrowings. Subsequent to December 31, 2005 through January 25, 2006 an additional 1.4 million shares were purchased, leaving 4.6 million shares remaining on the current authorization. Share repurchases in fiscal 2006 were financed with available operating cash flow and short-term borrowings. Future purchases may be made from time to time on the open market or through privately negotiated transactions, subject to corporate objectives and the discretion of management.

Under the terms of Energizer’s debt facilities, the ratio of Energizer’s total indebtedness to its Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (as defined by the facility agreement) cannot be greater than 3.5 to 1, and the ratio of its current year EBIT to total interest expense must exceed 3.0 to 1 (as defined by the facility agreement). Energizer’s ratio of total indebtedness to its EBITDA was 2.8 to 1, and the ratio of its EBIT to total interest expense was 7.7 to 1 as of December 31, 2005.

Energizer believes that cash flows from operating activities and periodic borrowings under available credit facilities will be adequate to meet short-term and long-term liquidity requirements prior to the maturity of Energizer’s credit facilities, and that it will be able to maintain all of its borrowing covenants, including the debt to EBITDA ratio, although no guarantee can be given in this regard.

Forward-Looking Statements

Statements made in this document that are not historical, particularly statements regarding estimates of battery category growth, retail consumption of Energizer products, total retail category shares of Energizer Battery and SWS, retailer inventory levels, the realization of benefits from the announced battery price increase, expected charges to earnings and annual cost savings associated with the European restructuring project, future repurchases of common stock, Energizer’s compliance with debt covenants, including the covenant with respect to its debt to EBITDA ratio, and its continuing ability to meet liquidity requirements, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Energizer cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.

Energizer advises readers that various risks and uncertainties could affect its financial performance and could cause Energizer’s actual results for future periods to differ materially from those anticipated or projected. Energizer’s estimates of battery category value growth, retail consumption of its battery products, Energizer and SWS market share, and retailer inventory levels, are based solely on limited data available to Energizer and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market. Moreover, Energizer sales volumes in future quarters may lag unit consumption if retailers are currently carrying inventories in excess of Energizer’s estimates, or if those retailers elect to further contract their inventory levels. The anticipated benefits of Energizer’s price increase may not be realized if competitive activity mandates additional promotional spending, or if material costs increase at a higher than expected rate.  With respect to the European restructuring project, Energizer is currently engaged in negotiations related to the proposed closing of its Caudebec facility, and the results of those negotiations, as well as unexpected additional restructuring expenses, may lead to higher than anticipated charges to earnings. Similarly, Energizer’s estimate of annual cost savings from the reorganization project may be impacted by a number of factors, including unrealizable efficiencies of scale and unforeseen integration difficulties. Decreases in available cash flows, credit limitations, changes in corporate strategy or objectives, potential acquisitions or capital expenditures, or other alternative uses for available cash, and stock market fluctuations could cause Energizer’s management to terminate or freeze its stock repurchase program. Energizer’s debt to EBITDA ratio could increase beyond acceptable levels if EBITDA earnings levels decrease or if cash flow needs are greater than anticipated, resulting in a breach of the ratio covenant and consequent default on its existing debt facilities. Unforeseen fluctuations in levels of Energizer operating cash flows, or inability to maintain compliance with its debt covenants could also limit Energizer’s ability to meet future operating expenses and liquidity requirements, fund capital expenditures, or service its debt as it becomes due. Additional risks and uncertainties include those detailed from time to time in Energizer’s publicly filed documents, including Energizer’s Registration Statement on Form 10, its annual report on Form 10-K for the year ended September 30, 2005, and its Current Report on Form 8-K dated April 25, 2000.

Item 4.Controls and Procedures.

Ward M. Klein, Energizer’s Chief Executive Officer, and Daniel J. Sescleifer, Energizer’s Executive Vice President and Chief Financial Officer, evaluated Energizer’s disclosure controls and procedures as of December 31, 2005, the end of the Company’s first fiscal quarter of 2006, and determined that such controls and procedures were effective and sufficient to ensure compliance with applicable laws and regulations regarding appropriate disclosure in the Quarterly Report, and that there were no material weaknesses in those disclosure controls and procedures. They have also indicated that during the Company’s first fiscal quarter of 2006 there were no changes which have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

There is no information required to be reported under any items except those indicated below.

Item 1 -- Legal Proceedings

The Company was served with a lawsuit filed on August 12, 2003 in the U.S. District Court for the District of Massachusetts in Boston, Massachusetts by the Gillette Company. The lawsuit alleges that the Company’s new QUATTRO men’s shaving system infringes one of Gillette’s patents with respect to a specific progressive geometric blade configuration, and petitions the court for injunctive relief as well as monetary damages. Gillette filed a motion for a preliminary injunction in the matter, which was denied by the Court in an order issued January 15, 2004. The Court held that Gillette's patent claims were limited to razors with three blades, and so could not cover the four-bladed QUATTRO razor design. Thereafter, Gillette appealed that decision to the U.S. Court of Appeals for the Federal Circuit. InJune, 2004, the Company filed a counterclaim against Gillette alleging that Gillette committed fraud against the Patent Office when it obtained its three blade progressive geometry patent and, therefore, that Gillette’s attempts to enforce the patent violate U.S. antitrust laws. In November, 2004, the Company added another counterclaim against Gillette, alleging breach of contract under a 1989 Agreement that gave the Company's predecessor, Warner Lambert, immunity from suit under the patent at issue. On April 29, 2005, the U.S. Court of Appeals for the Federal Circuit vacated the trial court's decision that Gillette's claims cover only three-bladed razors, and remanded the case back to the trial court for further proceedings. Trial on Gillette’s claims is expected in March, 2006, with trial on the Company’s counterclaims thereafter.

On December 19, 2003, Gillette filed suit against the Company’s Wilkinson Sword subsidiary in Germany alleging that QUATTRO infringes Gillette’s European patent which is equivalent to the three-blade progressive geometry patent at issue in the Massachusetts District Court. At a trial on December 2, 2004, the German court hearing the matter held that the patent is limited to razors having three blades, and therefore does not cover the Company's four-bladed QUATTRO razor. Gillette is appealing.

On February 13, 2004, the Company filed a patent infringement suit against Gillette in federal district court in Connecticut. The complaint alleges that Gillette is infringing three Schick patents concerning the connection of the blade cartridge to the razor handle. At the time the suit was filed, these three patents covered Gillette’s Mach3, Mach3 Turbo and Venus product lines. After the filing of the suit, Gillette introduced a new product, Mach 3 Power, and on July 15, 2004, the Company amended its suit, adding an allegation that Mach 3 Power infringes the Schick patents and seeking a preliminary injunction against the sale of Mach 3 Power. In October of 2004, the Company withdrew its motion for preliminary injunction. The Company has now amended the complaint by dropping two of the patents from the suit. The trial on the remaining patent is expected to take place in 2006.

In May, 2004, Gillette filed three suits against Wilkinson Sword in Hamburg, Germany seeking preliminary injunctions. The first suit alleges that the sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition shower caddy. The second suit alleges that the sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition cartridge container. The third suit alleges that the manufacture and sale of the Wilkinson Sword QUATTRO razor in Germany infringes a Gillette patent covering the razor handle. A hearing was held on these three preliminary injunction requests on June 16, 2004 and, when the judge indicated that he was going to deny the injunctions, Gillette withdrew its requests. Gillette filed the same suits against Wilkinson Sword in Düsseldorf, Germany, but did not seek preliminary relief. Two of those suits are in a preliminary stage and may proceed for a protracted period of time.Gillette dismissed the third suit relating to QUATTRO and Gillette's razor handle patent.

The Company and its subsidiaries are parties to a number of other legal proceedings in various jurisdictions arising out of the operations of the Energizer business. Many of these legal matters, including those described above, are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. However, based upon present information, Energizer believes that its ultimate liability, if any, arising from pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, should not be material to Energizer’s financial position, taking into account established accruals for estimated liabilities. These liabilities, however, could be material to results of operations or cash flows for a particular quarter or year.

Item 2—Issuer Purchases of Equity Securities

Issuer Purchases of Energizer Common Stock during the quarter ended December 31, 2005:

	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Programs (1)	(d) Maximum Number of Shares that may yet be purchased under the current Program (1)
10/01/05 to 10/31/05	-	$                            -	-	10,126,910
11/01/05 to 11/30/05	2,244,070	48.94	2,244,070	7,882,840
12/01/05 to 12/31/05	1,852,300	50.88	1,852,300	6,030,540
Quarter 1 of FY 2006	4,096,370	$                         49.82	4,096,370	6,030,540

(1) On November 1, 2005, the Company announced Board approval of a new authorization for the Company to acquire up to 10 million shares of its common stock. From January 1, 2006 through January 25, 2006, 1.4 million additional shares of common stock were acquired under the August 30 authorization. On November 30, 2005, the Company also entered into a Rule 10b5-1 Repurchase Plan with an independent broker, authorizing the broker to acquire shares on behalf of the Company. Purchases by the Company during the months of December 2005 and January 2006 were pursuant to the Plan.

Item 4 -- Submission of Matter to a Vote of Security Holders

Energizer held its Annual Meeting of Shareholders on January 23, 2006, for the purpose of electing four directors to serve three-year terms ending at the Annual Meeting held in 2009, and of approving the material terms, including performance criteria, of the Company’s Executive Officer Bonus Plan and 2000 Incentive Stock Plan.

The number of votes cast, and the number of shares voting for or against each candidate and the number of votes cast for the other matters submitted for approval, as well as the number of abstentions with respect thereto, is as follows:

	Votes For	Votes Withheld	Abstained
Bill G. Armstrong	55,551,997	2,855,596
J. Patrick Mulcahy	54,733,170	3,674,423
Pamela M. Nicholson	55,467,333	2,940,260
William P. Stiritz	56,029,272	2,378,321
Approval of Material Terms of Executive Officer Bonus Plan and 2000 Incentive Stock Plan	54,438,765	3,581,059	386,669

Item 6—Exhibits

(a)The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are filed with this report.

10(i) 31(i)	Form of Amended Change of Control Employment Agreement.* Section 302 Certification of Chief Executive Officer.
31(ii)	Section 302 Certification of Executive Vice President and Chief Financial Officer.
32(i)	Section 1350 Certification of Chief Executive Officer.
32(ii)	Section 1350 Certification of Executive Vice President and Chief Financial Officer.

The following exhibit (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8K dated November 30, 2005

10(i) Form of 2005 Put/Call Order Specification

The summary of potential relief from previously established performance targets under Energizer’s Annual and Long-Term Bonus Program is hereby incorporated by reference to Energizer’s Current Report on Form 8K dated December 14, 2005*.

*Denotes a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENERGIZER HOLDINGS, INC.

Registrant

    

 By:                                                                       

 Daniel J. Sescleifer

Executive Vice President and

Chief Financial Officer

Date: February 17, 2006

EX-10.1

Exhibit 10(i)

AMENDED CHANGE OF CONTROL

EMPLOYMENT AGREEMENT

This Amended Change of Control Employment Agreement (the “Amended Agreement”) by and between Energizer Holdings, Inc. (the “Company”), a Missouri corporation, and _____________ (“Executive”),

WITNESSETH:

WHEREAS, the Company, on behalf of itself, its subsidiaries and its stockholders, and any successor or surviving entity, wishes to encourage Executive’s continued service and dedication in the performance of his duties, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company; and

WHEREAS, the Board of Directors of the Company (the “Board”) believes that the prospect of a pending or threatened Change of Control inevitably creates distractions and personal risks and uncertainties for its executives, and that it is in the best interests of Company and its stockholders to minimize such distractions to certain executives, and the Board further believes that it is in the best interests of the Company to encourage its executives’ full attention and dedication to their duties, both currently and in the event of any threatened or pending Change of Control; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued retention of certain members of the Company’s management, including Executive, and the attention and dedication of management to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change of Control.

NOW, THEREFORE, in order to induce Executive to remain in the employ of the Company and in consideration of his continued service to the Company, the Company agrees that Executive shall receive the benefits set forth in this Amended Agreement in the event that Executive’s employment with the Company is terminated subsequent to a Change of Control in the circumstances described herein, and the parties further agree as follows:

I.Definitions.

The meaning of each defined term that is used in this Amended Agreement is set forth below.

(a)AAA. The American Arbitration Association.

(b)Accounting Firm. The meaning of this term is set forth in Subsection IV(e)(ii).

(c)Additional Pay. The meaning of this term is set forth in Subsection IV(b).

(d)After-Tax Amount. The meaning of the term is set forth in Subsection IV(e)(i).

(e)After-Tax Floor Amount. The meaning of this term is set forth in Subsection IV(e)(i).

(f)Agreement Payments. The meaning of this term is set forth in Subsection IV(e).

(g)Beneficiaries. The meaning of this term is set forth in Subsection VI(b).

(h)Board. The meaning of this term is set forth in the second WHEREAS clause of this Amended Agreement.

(i)Business Combination. The meaning of this term is set forth in Subsection I(i)(iii).

(j)Cause. For purposes of this Amended Agreement, “Cause” shall mean Executive’s willful breach or failure to perform his/her employment duties. For purposes of this Subsection I(h), no act, or failure to act, on the part of Executive shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive’s employment shall not be treated as having been terminated for Cause unless the Company delivers to Executive, prior to or at termination of employment, a certificate of a resolution duly adopted by the affirmative vote of not less than seventy-five percent (75%) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive has engaged in such willful conduct and specifying the details of such willful conduct.

(k)Change of Control. For purposes of this Amended Agreement, a “Change of Control” shall be deemed to have occurred if there is a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change of Control shall be deemed to have occurred if:

(i)any “person” (as such term is used in Sections 13(d) and 14(d)(2) as currently in effect, of the Exchange Act) is or becomes a “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of securities representing twenty percent (20%) or more of the total voting power of all of the Company’s then outstanding voting securities. For purposes of this Amended Agreement, the term “person” shall not include: (A) the Company or any of its Subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, or (C) an underwriter temporarily holding securities pursuant to an offering of said securities;

(ii)during any period of two (2) consecutive calendar years, individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board;

(iii)the stockholders of the Company approve a merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the “beneficial owners” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act) of the outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, securities representing more than fifty percent (50%) of the total voting power of the then outstanding voting securities of the corporation resulting from such Business Combination or the parent of such corporation (the “Resulting Corporation”); (ii) no “person” (as such term is used in Section 13(d) and 14(d)(2), as currently in effect, of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or the Resulting Corporation, is the “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of voting securities representing twenty percent (20%) or more of the total voting power of then outstanding voting securities of the Resulting Corporation; and (iii) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Board at the time of the execution of the initial agreement, or at the time of the action of the Board, providing for such Business Combination;

(iv)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(v)any other event that a simple majority of the Board, in its sole discretion, shall determine constitutes a Change of Control.

(l)Code. For purposes of this Amended Agreement, “Code” shall mean the Internal Revenue Code of 1986, as amended.

(m)Company. The meaning of this term is set forth in the first paragraph of this Amended Agreement and in Subsection VI(a).

(n)Controlled Group. For purposes of this Amended Agreement, “Controlled Group” shall mean the Company and all of the Company’s Subsidiaries.

(o)Disability. For purposes of this Amended Agreement, “Disability” shall mean an illness, injury or similar incapacity which 52 weeks after its commencement, continues to render Executive unable to perform the material and substantial duties of Executive’s position or any substantially similar occupation or substantially similar employment for which Executive is qualified or may reasonably become qualified by training, education or experience. Any question as to the existence of a Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, by any adult member of Executive’s immediate family or Executive’s legal representative), and approved by the Company, such approval not to be unreasonably withheld. The determination of such physician made in writing to both the Company and Executive shall be final and conclusive for all purposes of this Amended Agreement.

(p)Employer. For purposes of this Amended Agreement, “Employer” shall mean the Company or the Subsidiary, as the case may be, with which Executive has an employment relationship.

(q)Exchange Act. This term shall have the meaning set forth in Subsection I(i).

(r)Executive. This term shall have the meaning set forth in the first paragraph of this Amended Agreement.

(s)Excise Tax. This term shall have the meaning set forth in Subsection IV(e)(i).

(t)Floor Amount. This term shall have the meaning set forth in Subsection IV(e)(i).

(u)Good Reason. For purposes of this Amended Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior express written consent, of any of the following circumstances:

(i)The assignment to Executive of any duties inconsistent with Executive’s status or responsibilities as in effect immediately prior to a Change of Control, including imposition of travel obligations which differ materially from required business travel immediately prior to the Change of Control;

(ii)(A) A reduction in Executive’s annual base salary as in effect immediately before the Change of Control; or (B) the failure to pay a bonus award to which Executive is entitled under any short-term incentive plan(s) or program(s), any long-term incentive plan(s) or program(s), or any other incentive compensation plan(s) or program(s) of Company in which Executive participated immediately prior to the time of the Change of Control;

(iii)A change in the principal place of Executive’s employment, as in effect immediately prior to the Change of Control to a location more than fifty (50) miles distant from the location of such principal place at such time;

(iv)The failure by the Company to offer Executive participation in incentive compensation or stock or stock option plans on at least a substantially equivalent basis, both in terms of the nature and amount of benefits provided and the level of Executive’s participation, as is then being provided by the Company to similarly situated peer executives of the Company;

(v)(A) Except as required by law, the failure by the Company to offer Executive benefits on at least a substantially equivalent basis, in the aggregate, to those then being provided by the Company to similarly situated peer executives of the Company under the qualified and non-qualified employee benefit and welfare plans of the Company, including, without limitation, any pension, deferred compensation, life insurance, medical, dental, health and accident, disability, retirement or savings plan(s) or program(s) offered by the Company; (B) the taking of any action by the Company that would, directly or indirectly, materially reduce or deprive Executive of any other perquisite or benefit then being offered by the Company to similarly situated peer executives of the Company (including, without limitation, Company-paid and/or reimbursed club memberships, financial counseling fees and the like); or (C) the failure by the Company to treat Executive under the Company’s vacation policy, past practice or special agreement in the same manner and to the same extent as then being provided by the Company to similarly situated peer executives of the Company;

(vi)The failure of the Company to obtain a satisfactory written agreement from any successor prior to consummation of the Change of Control to assume and agree to perform this Amended Agreement, as contemplated in Subsection VI(a); or

(vii)Any purported termination by the Company of Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection III(d) or, if applicable, Subsection I(h). For purposes of this Amended Agreement, no such purported termination shall be effective except as constituting Good Reason.

Executive’s continued employment with the Company or any Subsidiary shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. Any good faith determination of “Good Reason” made by the Executive shall be conclusive for purposes of this Amended Agreement.

(v)Gross-Up Payment. The meaning of this term is set forth in Subsection IV(e)(i).

(w)Notice of Termination. The meaning of this term is set forth in Subsection III(d).

(x)Other Payments. The meaning of this term is set forth in Subsection IV(e)(i).

(y)Payments. The meaning of this term is set forth in Subsection IV(e)(i).

(z)Resulting Corporation. The meaning of this term is set forth in Subsection I(i)(iii).

(aa)Retirement. For purposes of this Amended Agreement, “Retirement” shall mean Executive’s voluntary termination of employment with the Company, other than for Good Reason, and in accordance with the Company’s retirement policy generally applicable to its employees or in accordance with any prior or contemporaneous retirement agreement or arrangement between Executive and the Company.

(bb)Severance Bonus Amount. For purposes of this Amended Agreement, “Severance Bonus Amount” means an amount determined by averaging the percentages of Executive’s base salary which were actually awarded to Executive as incentive bonuses under short-term incentive plans of the Company or any of its Subsidiaries for the five most recently completed fiscal years prior to the fiscal year in which the Change of Control occurs, and multiplying such average percentage by the greater of (A) Executive’s annual base salary in effect immediately prior to the Termination Date, or (B) Executive’s annual base salary in effect as of the date of the Change of Control. For purposes of the calculation in (i) above, if the five most recently completed fiscal years include any periods during which Executive was awarded an incentive bonus under any short-term incentive plans of Ralston Purina Company, such bonuses shall be included in determining the average percentage of base salary. If Executive was not employed by the Company or any of its Subsidiaries, or by Ralston Purina Company, for the entire five-year period, the average shall be determined only for those years during which Executive was so employed.

(cc)Subsidiary. For purposes of this Amended Agreement, “Subsidiary” shall mean any corporation of which fifty percent (50%) or more of the voting stock is owned, directly or indirectly, by the Company.

(dd)Target Bonus. For purposes of this Amended Agreement, “Target Bonus” means the assigned bonus target for the Executive under any short-term incentive plan(s) of the Company, multiplied by his or her base salary, for the relevant fiscal year. If the Executive’s base salary is changed during the relevant fiscal year, the Target Bonus shall be calculated by multiplying the Executive’s assigned bonus target by the highest base salary in effect during that fiscal year.

(ee)Terminate(d) or Termination. The meaning of this term is set forth in Subsection III(c).

(ff)Termination Date. For purposes of this Amended Agreement, “Termination Date” shall mean:

(i)If Executive’s employment is terminated for Disability, thirty (30) calendar days after Notice of Termination is given (provided that Executive shall not have returned to the full-time performance of his/her duties during such thirty-day period); and

(ii)If Executive’s employment is terminated for Cause or Good Reason or for any reason other than death or Disability, the date specified in the Notice of Termination (which in the case of a termination for Cause shall not be less than thirty (30) calendar days and in the case of a termination for Good Reason shall not be less than thirty (30) calendar days nor more than sixty (60) calendar days, respectively, from the date such Notice of Termination is given).

II.Term of Agreement.

(a)General. Upon execution by Executive, this Amended Agreement shall commence effective as of January 23, 2006. This Amended Agreement shall continue in effect through May 1, 2009; provided, however, that commencing on May 1, 2008, and every May 1 thereafter, the term of this Amended Agreement shall automatically be extended for an additional year unless, not later than ninety (90) calendar days prior to the date on which this Amended Agreement otherwise automatically would be extended, the Company shall have given notice to Executive that it does not wish to extend this Amended Agreement; provided further, however, that if a Change of Control shall have occurred during the original or any extended term of this Amended Agreement, this Amended Agreement shall continue in effect for a period of thirty-six (36) months beyond the month in which the Change of Control occurred.

(b)Disposition of Employer. In the event Executive is employed by a Subsidiary, the terms of this Amended Agreement shall expire if such Subsidiary is sold or otherwise disposed of prior to the date on which a Change of Control occurs, unless Executive continues in employment with the Controlled Group after such sale or other disposition. If Executive’s Employer is sold or disposed of on or after the date on which a Change of Control occurs, this Amended Agreement shall continue through its original term or any extended term then in effect.

(c)Deemed Change of Control. If Executive’s employment with Employer is terminated prior to the date on which a Change of Control occurs, and such termination was at the request of a third party who has taken steps to effect a Change of Control, or otherwise was in connection with the Change of Control, then for all purposes of this Amended Agreement, a Change of Control shall be deemed to have occurred prior to such termination.

(d)Expiration of Agreement. No termination or expiration of this Amended Agreement shall affect any rights, obligations or liabilities of either party that shall have accrued on or prior to the date of such termination or expiration.

III.Benefits Following Change of Control.

(a)Accelerated Vesting in All Equity. If a Change of Control shall have occurred, Executive shall be entitled to, immediately upon the date of the Change of Control, accelerated vesting of all unvested stock options and restricted stock that have been granted or sold to the Executive by the Company under any restricted terms, such that following said acceleration, all restrictions as to the sale and ownership of this equity, as imposed by the Company, shall have lapsed.

(b)Prorated Payout of Short Term Bonus. If a Change of Control shall have occurred, Executive shall be entitled to, immediately upon the date of the Change of Control, payment in full of Executive’s prorated bonus for the fiscal year in which the Change of Control occurs. The prorated bonus amount shall be calculated as Executive’s Target Bonus for the fiscal year in which the Change of Control occurs, or, if greater, the actual bonus awarded to Executive under any short-term incentive plan(s) of the Company for the fiscal year immediately preceding the fiscal year in which the Change of Control occurs, divided by 365 and multiplied by the number of calendar days in said year immediately up to the day on which the Change of Control occurs.

(c)Entitlement to Benefits Upon Termination. If a Change of Control shall have occurred, Executive shall be entitled to, in addition to the benefits described in Subsections III(a) and (b), the benefits provided in Section IV hereof upon the subsequent termination of his/her employment with the Company within three (3) years after the date of the Change of Control unless such termination is (i) a result of Executive’s death or Retirement, (ii) for Cause, (iii) a result of Executive’s Disability, or (iv) by Executive other than for Good Reason. For purposes of this Amended Agreement, “Termination” shall mean a termination of Executive’s employment that is not as a result of Executive’s death, Retirement or Disability and (x) if by the Company, is not for Cause, or (y) if by Executive, is for Good Reason.

(d)Notice of Termination. Any purported termination of Executive’s employment by either the Company or Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section VIII. For purposes of this Amended Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific provision(s) of this Amended Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision(s) so indicated. If Executive’s employment shall be terminated by the Company for Cause or by Executive for other than Good Reason, the Company shall pay Executive his/her full base salary through the Termination Date at the salary level in effect at the time Notice of Termination is given and shall pay any amounts to be paid to Executive pursuant to any other compensation or stock or stock option plan(s), program(s) or employment agreement(s) then in effect, and the Company shall have no further obligations to Executive under this Amended Agreement.

If within thirty (30) calendar days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the grounds for termination, then, notwithstanding the meaning of “Termination Date” set forth in Subsection I(ff), the Termination Date shall be the date on which the dispute is finally resolved, whether by mutual written agreement of the parties or by a decision rendered pursuant to Section XI; provided that the Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his/her full compensation including, without limitation, base salary, bonus, incentive pay and equity grants, in effect when the notice of the dispute was given, and continue Executive’s participation in all benefits plans or other perquisites in which Executive was participating, or which Executive was enjoying, when the Notice of Termination giving rise to the dispute was given, until the dispute is finally resolved. Amounts paid under this Subsection III(d) are in addition to and not in lieu of all other amounts due to Executive under this Amended Agreement and shall not be offset against or reduce any other amounts due to Executive under this Amended Agreement.

IV.Compensation Upon a Termination.

Following a Change of Control, upon Executive’s Termination, Executive shall be entitled to the following benefits, provided that such Termination occurs during the three (3) year period immediately following the date of the Change of Control:

(a)Standard Benefits. The Company shall pay Executive his/her full base salary through the Termination Date at the rate in effect at the time the Notice of Termination is given, no later than the second business day following the Termination Date, plus all other amounts to which Executive is entitled under any compensation plan(s) or program(s) of the Company applicable to Executive at the time such payments are due. Without limitation, amounts payable pursuant to this Subsection IV(a) shall include, pursuant to the express terms of any short-term incentive plan(s) in which Executive participates or otherwise, Executive’s Target Bonus for the then-current fiscal year, pro-rated to the Termination Date. If the Termination Date shall fall within the same short-term incentive period, as set forth by the express terms of any of the short-term incentive plan(s) in which Executive participates or otherwise, as of the Change of Control Date, and Executive has previously received the prorated bonus amount as described in Subsection III(b), then Executive shall be paid the difference between the prorated bonus amount as described here in Subsection IV(a) and the prorated bonus amount described in Subsection III(b).

(b)Additional Benefits. The Company shall pay to Executive as additional pay (“Additional Pay”), the product of three (3) multiplied by the sum of (x) the greater of (i) Executive’s annual base salary in effect immediately prior to the Termination Date, or (ii) Executive’s annual base salary in effect as of the date of the Change of Control, and (y) Executive’s Severance Bonus Amount. The Company shall pay the Additional Pay to Executive in a lump sum, in cash, on the sixth month anniversary of Executive’s Termination Date. Subject to the provisions of Section XIII, the Company shall maintain for Executive all such perquisites and fringe benefits enjoyed by Executive immediately prior to the Termination Date as are approved in writing by the Company’s Chief Executive Officer for such period as is specified in such writing.

(c)Retirement Plan Benefits. If not already vested, Executive shall be deemed fully vested as of the Termination Date in any Company retirement plan(s) or other written agreement(s) between Executive and the Company relating to pay or other retirement income benefits upon retirement in which Executive was a participant, party or beneficiary immediately prior to the Change of Control, and any additional plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter. In addition to the foregoing, for purposes of determining the amounts to be paid to Executive under such plan(s) or agreement(s), the years of service with the Company and the age of Executive under all such plans and agreements shall be deemed increased by thirty-six (36) months. For purposes of this Subsection IV(c), the term “plan(s)” includes, without limitation, the Company’s qualified pension plan, non-qualified pension plans, 401(k) plans and excess 401(k) plans, and any companion, successor or amended plan(s), and the term “agreement(s)” encompasses, without limitation, the terms of any offer letter(s) leading to Executive’s employment with the Company where Executive was a signatory thereto, any written amendment(s) to the foregoing and any subsequent agreements on such matters. In the event the terms of the plans referenced in this Subsection IV(c) do not for any reason coincide with the provisions of this Subsection IV(c) (e.g., if plan amendments would cause disqualification of qualified plans), Executive shall be entitled to receive from the Company, under the terms of this Amended Agreement, an amount equal to all amounts Executive would have received, had all such plans continued in existence as in effect on the date of this Amended Agreement after being amended to coincide with the terms of this Subsection IV(c), payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date.

(d)Health and Other Benefits. For a period of thirty-six (36) months after the Termination Date, the Company shall continue health, vision, dental, life insurance and long-term disability benefits, including executive benefits, to Executive and/or Executive’s family as if Executive’s employment with the Company had not been terminated as of the Termination Date, in accordance with the Company’s then-current plans, programs, practices and policies on terms and conditions (including the level of benefits, deductibles and employee payments for such benefits) not less favorable than those which are then being provided to peer executives of the company. If pursuant to the terms and conditions of any such health or welfare plan or program, the Company is not able to continue Executive’s and/or Executive’s family participation in the plan or program for all or any portion of such thirty-six (36) month period, the Company will provide and/or pay for any such benefit for Executive and/or Executive’s family, for such period as such benefits are not able to be continued pursuant to a plan or program of the Company, less the amount that would have been paid by Executive for such benefits pursuant to the Company’s plan or program. The Company will also pay to Executive an amount equal to any federal, state and local taxes due on such amounts paid by the Company such that Executive will be in a tax-equivalent position after such payments to what Executive would have been in had Executive continued participation in the plan or program as is contemplated by the first sentence of this Subsection IV(d). Such amount will be payable in 36 monthly installments, commencing on the first day of the month immediately following the sixth-month anniversary of Executive’s Termination Date In the event that Executive and the Company cannot agree upon the amount of such payments described in the previous two sentences, they shall mutually agree upon an independent third-party benefits consultant who shall determine, after an opportunity for both Executive and the Company to present evidence, the amount of such payments which shall be made, which determination shall be binding upon Executive and the Company, absent manifest error.

In the event that the Executive, at the time of a Change of Control, is not eligible to participate as a retiree in the Company’s health and dental plans, including executive plans, the Company shall immediately cause the eligibility requirements for participation as a retiree in such plans to be revised or waived so that Executive shall be entitled to participate as a retiree following Executive’s Termination and the continuation of benefits period described in the preceding paragraph.

(e)Alternatives in the Event of Excise Tax.

(i) In the event any payment(s) or the value of any benefit(s) received or to be received by Executive in connection with Executive’s Termination or contingent upon a Change of Control (whether received or to be received pursuant to the terms of this Amended Agreement (the “Agreement Payments”) or of any other plan, arrangement or agreement of the Company, its successors, any person whose actions result in a Change of Control, or any person affiliated with any of them (or which, as a result of the completion of the transaction(s) causing a Change of Control, will become affiliated with any of them) (“Other Payments” and, together with the Amended Agreement Payments, the “Payments”)), are determined, under the provisions of Subsection IV(e)(ii), to be subject to an excise tax imposed by Section 4999 of the Code (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), as determined in this Subsection IV(e), the Company shall pay to Executive an additional amount such that the net amount retained by Executive, after any federal, state, and local income and employment tax and Excise Tax payable by Executive upon the Payment(s) provided for by this Subsection IV(e)(i), and any interest, penalties or additions to tax payable by Executive with respect thereto shall be equal to the Excise Tax imposed on the Payments (the “Gross-Up Payment(s)”). The intent of the parties is that the Company shall be responsible in full for, and shall pay, any and all Excise Tax on any Payments and Gross-Up Payment(s) and any income and all excise and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment(s) as well as any loss of deduction caused by or related to the Gross-Up Payment(s). Notwithstanding the above, however, and any other provision of this Agreement, if the After-Tax Amount (as defined below) of the aggregate of the Payments and the Gross-Up Payments that would, but for the provisions of this sentence, be payable to Executive, does not exceed 110% of the After-Tax Floor Amount (as defined below), then no Gross-Up Payment shall be made to Executive, and the aggregate amount of the Agreement Payments payable to Executive shall be reduced to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive, and (ii) not cause any Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). For purposes of this Agreement: (i) “After-Tax Amount” means the portion of a specified amount that would remain after payment of all Excise Taxes, income taxes, payroll and withholding taxes, and other applicable taxes paid or payable by Executive in respect of such specified amount; (ii) “Floor Amount” means the greatest pre-tax amount of Payments that could be paid to Executive without causing Executive to become liable for any Excise Taxes in connection therewith; and (iii) “After-Tax Floor Amount” means the After-Tax Amount of the Floor Amount.

If there is a determination that the Agreement Payments payable to Executive must be reduced pursuant to the penultimate sentence of the immediately preceding paragraph, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof and of the amount to be reduced. Executive may then elect, in Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced as long as after such election the aggregate present value of the Agreement Payments equals the largest amount that would both (i) not cause any Excise Tax to be payable by Executive, and (ii) not cause any Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). Executive shall advise the Company in writing of Executive’s election within ten (10) days of Executive’s receipt of such notice from the Company. If no election is made by Executive within the ten-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced as long as after such election the aggregate present value of the Agreement Payments equals the largest amount that would both (i) not cause any Excise Tax to be payable by Executive, and (ii) not cause any Payments to be nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). For purposes of this paragraph, present value shall be determined in accordance with Code Section 280G(d)(4).

(ii) All determinations required to be made under this Subsection IV(e), including, without limitation, whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and whether the aggregate amount of Agreement Payments shall be reduced, and the assumptions to be utilized in arriving at such determinations, unless otherwise set forth in this Amended Agreement, shall be made by a nationally recognized certified public accounting firm selected by the Company and reasonably acceptable to Executive (the “Accounting Firm”). For purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Company shall cause the Accounting Firm to provide detailed supporting calculations to the Company and Executive within fifteen (15) business days after notice is given by Executive to the Company that any or all of the Payments have occurred, or such earlier time as is requested by the Company. Within two (2) business days after such notice is given to the Company, the Company shall instruct the Accounting Firm to timely provide the data required by this Subsection IV(e)(ii) to Executive. All fees and expenses of the Accounting Firm shall be paid in full by the Company. Any Gross-Up Payment as determined pursuant to this Subsection IV(e)(ii), net of applicable withholding taxes, shall be paid by the Company to the Executive on the later of (i) five (5) business days after receipt of the Accounting Firm’s determination, or (ii) the sixth-month anniversary of Executive’s Termination Date. Any Gross-Up Payment as determined pursuant to this Subsection IV(e) shall be paid by the Company to the Executive within five (5) business days after receipt of the Accounting Firm’s determination, net of applicable withholding taxes. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive’s federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive in the absence of material mathematical or legal error. As a result of the uncertainty in the application of Section 4999 of the Code at the time the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made or that Gross-Up Payments will have been made that should not have been made, in each case, consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Subsection IV(e)(iii) below and Executive is thereafter required to make a payment of any Excise Tax or any interest, penalties or addition to tax related thereto, the Accounting Firm shall determine the amount of underpayment of Excise Taxes that has occurred and any such underpayment and interest, penalties or addition to tax shall be paid by the Company to Executive along with such additional amounts described in Section IV (e)(i) on the later of (i) five (5) business days after receipt of the Accounting Firm’s determination, or (ii) the sixth-month anniversary of Executive’s Termination Date. In the event the Accounting Firm determines that an overpayment of Gross-Up Payment(s) has occurred, Executive shall be required to reimburse the Company for such overpayment; provided, however, that Executive shall have no duty or obligation whatsoever to reimburse the Company if Executive’s receipt of the overpayment, or any portion thereof, is included in Executive’s income and Executive’s reimbursement of the same is not deductible by Executive for federal and state income tax purposes.

(iii)Executive shall notify the Company in writing of any claim of which Executive is aware by the Internal Revenue Service or state or local taxing authority, that, if successful, would result in any Excise Tax or an underpayment of any Gross-Up Payment(s). Such notice shall be given as soon as practicable but no later than fifteen (15) business days after Executive is informed in writing of the claim by the taxing authority and Executive shall provide written notice of the Company of the nature of the claim, the administrative or judicial appeal period, and the date on which any payment of the claim must be paid. Executive shall not pay any portion of the claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any amount under the claim is due). If the Company notifies Executive in writing prior to the expiration of such thirty (30) day period that it desires to contest the claim, Executive shall:

(A) give the Company any information reasonably requested by the Company relating to the claim;

(B) take such action in connection with contesting the claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation concerning the claim by an attorney selected by the Company who is reasonably acceptable to Executive; and

(C) cooperate with the Company in good faith in order to effectively contest the claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including, without limitation, additional interest and penalties and attorneys’ fees) incurred in such contests and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including, without limitation, interest and penalties thereon) imposed as a result of such representation. Without limitation upon the foregoing provisions of this Subsection IV(e)(iii), except as provided below, the Company shall control all proceedings concerning such contest and, in its sole opinion, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority pertaining to the claim. At the written request of the Company and upon payment to Executive of an amount at least equal to any amount necessary to obtain the jurisdiction of the appropriate taxing authority and sue for a refund, Executive agrees to prosecute in cooperation with the Company any contest of a claim to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company requests Executive to pay the claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless on an after-tax basis, from any Excise Tax or income tax (including, without limitation, interest and penalties thereon) imposed on such advance or for any imputed income on such advance. Any extension of the statute of limitations relating to assessment of any Excise Tax for the taxable year of Executive which is the subject of the claim is to be limited solely to the claim. Furthermore, the Company’s control of the contest shall be limited to issues for which a Gross-Up Payment would be payable hereunder. Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(iv) If after the receipt by Executive of an amount advanced by the Company pursuant to Subsection IV(e)(iii) above, Executive receives any refund of a claim or any additional amount that was necessary to obtain jurisdiction, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Subsection IV(e)(iii) above, a determination is made that Executive shall not be entitled to any refund of the claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund of a claim prior to the expiration of thirty (30) calendar days after such determination, then the portion of such advance attributable to a claim shall be forgiven by the Company and shall not be required to be repaid by Executive. The amount of such advance attributable to a claim shall offset, to the extent thereof, the amount of the underpayment required to be paid by the Company to Executive.

(f)Legal Fees and Expenses. The Company shall pay to Executive all legal fees and expenses as and when incurred by Executive in connection with this Amended Agreement, including all such fees and expenses, if any, incurred in contesting or disputing any Termination or in seeking to obtain or enforce any right or benefit provided by this Amended Agreement, regardless of the outcome, unless, in the case of a legal action brought by or in the name of Executive, a decision is rendered pursuant to Section XI, or in any other proper legal proceeding, that such action was not brought by Executive in good faith.

(g)No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section IV by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section IV be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement or other benefits received from whatever source after the Termination Date or otherwise, except as specifically provided in this Section IV. The Company’s obligation to make payments to Executive provided for in this Amended Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company or Employer may have against Executive or other parties.

V.Death and Disability Benefits.

In the event of the death or Disability of Executive after a Change of Control, Executive, or in the case of death, Executive’s Beneficiaries (as defined below in Subsection VI(b)), shall receive the benefits to which Executive or his/her Beneficiaries are entitled under this Amended Agreement and any and all retirement plans, pension plans, disability policies and other applicable plans, programs, policies, agreements or arrangements of the Company.

VI.Successors; Binding Agreement.

(a)Obligations of Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Amended Agreement in the same manner and to the same extent that the Company is required to perform it. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Amended Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive had terminated employment for Good Reason following a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Termination Date. As used in this Amended Agreement, the term “Company” shall mean Company, including any surviving entity or successor to all or substantially all of its business and/or assets and the parent of any such surviving entity or successor.

(b)Enforceable by Beneficiaries. This Amended Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees (the “Beneficiaries”). In the event of the death of Executive while any amount would still be payable hereunder if such death had not occurred, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Amended Agreement to Executive’s Beneficiaries.

(c)Employment. Except in the event of a Change of Control and, thereafter, only as specifically set forth in this Amended Agreement, nothing in this Amended Agreement shall be construed to (i) limit in any way the right of the Company or a Subsidiary to terminate Executive’s employment at any time for any reason or for no reason; or (ii) be evidence of any agreement or understanding, expressed or implied, that the Company or a Subsidiary will employ Executive in any particular position, on any particular terms or at any particular rate of remuneration.

VII.Non-Competition; Non-Solicitation; Confidential Information.

(a)In consideration of the benefits provided under this Amended Agreement upon Executive’s termination of employment, Executive agrees that for a period of one year after termination of Executive’s employment, Executive will not compete against the Company or any Employer within the Controlled Group in any Energizer Business. For purposes of this Amended Agreement, “Energizer Business” shall mean any of the following business activities: all aspects of manufacturing, marketing, distributing, consulting with regard to, and/or operating a facility for the manufacturing, processing, marketing, or distribution of batteries, lighting products, rechargeable batteries, related battery and lighting products, and wet-shave products. For purposes of this Amended Agreement, to “compete” means to accept or begin employment with, advise, finance, own (partially or in whole), consult with, or accept an assignment through an employer with any third party world wide in a position involving or relating to an Energizer Business. This subparagraph, however, does not preclude Executive from buying or selling shares of stock in any company that is publicly listed and traded in any stock exchange or over-the-counter market.

(b)For a period of one year following the termination of Executive’s employment, Executive shall not (i) induce or attempt to induce any employee of the Company or any Employer within the Controlled Group to leave the employ of the Company or such Employer or in any way interfere with the relationship between the Company or any such Employer and its employees or (ii) induce or attempt to induce any customer, supplier, distributor, broker, or other business relation of the Company or any Employer within the Controlled Group to cease doing business with the Company or such Employer, or in any way interfere with the relationship between any customer, supplier, distributor, broker or other business relation and the Company or such Employer.

(c)Executive shall hold in fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company, the Subsidiaries and their respective businesses, which shall have been obtained during Executive’s employment with the Employer and which shall not be public knowledge (other than by acts by Executive or his/her representatives in violation of this Amended Agreement). After termination of Executive’s employment with the Company or any Employer within the Controlled Group, Executive shall not, without prior written consent of the Company or the Employer, communicate or divulge any such information, knowledge or data to anyone other than the Company, the Employer or those designated by them.

In no event shall an asserted violation of this Section VII constitute a basis for deferring or withholding any amounts otherwise payable to Executive under this Amended Agreement.

VIII.Notice.

All notices and communications including, without limitation, any Notice of Termination hereunder, shall be in writing and shall be given by hand delivery to the other party, by registered or certified mail, return receipt requested, postage prepaid, or by overnight delivery service, addressed as follows:

If to Executive:

If to the Company:

Energizer Holdings, Inc.

533 Maryville University Drive

St. Louis, MO 63141

Attn: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be deemed given and effective when actually received by the addressee.

IX.Miscellaneous.

No provision of this Amended Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company’s Chief Executive Officer or other authorized officer designated by the Board or an appropriate committee of the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Amended Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Amended Agreement. The validity, interpretation, construction and performance of this Amended Agreement shall be governed by the laws of the State of Missouri. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions of such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Sections IV and V shall survive the expiration of the term of this Amended Agreement.

X.Validity.

The invalidity or unenforceability of any provision of this Amended Agreement shall not affect the validity or enforceability of any other provision of this Amended Agreement, which shall remain in full force and effect.

XI.Arbitration.

Any dispute that may arise directly or indirectly in connection with this Amended Agreement, Executive’s employment or the termination of Executive’s employment, whether arising in contract, statute, tort, fraud, misrepresentation, discrimination or other legal theory, shall be resolved by arbitration in St. Louis, Missouri under the applicable rules and procedures of the AAA. The only legal claims between Executive and the Company or any Subsidiary that would not be included in this agreement to arbitration are claims by Executive for workers’ compensation or unemployment compensation benefits, claims for benefits under a Company or Subsidiary benefit plan if the plan does not provide for arbitration of such disputes, and claims by Executive that seek judicial relief in the form of specific performance of the right to be paid until the Termination Date during the pendency of any applicable dispute or controversy. If this Article XI is in effect, any claim with respect to this Amended Agreement, Executive’s employment or the termination of Executive’s employment must be established by a preponderance of the evidence submitted to an impartial arbitrator. A single arbitrator engaged in the practice of law shall conduct any arbitration under the applicable rules and procedures of the AAA. The arbitrator shall have the authority to order a pre-hearing exchange of information by the parties including, without limitation, production of requested documents, and examination by deposition of parties and their authorized agents. If this Article XI is in effect, the decision of the arbitrator: (i) shall be final and binding, (ii) shall be rendered within ninety (90) days after the impanelment of the arbitrator, and (iii) shall be kept confidential by the parties to such arbitration. The arbitration award may be enforced in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., not state law, shall govern the arbitrability of all claims.

XII.   Entire Agreement.

This Amended Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supercedes and replaces, in its entirety, the Amended Change of Control Employment Agreement dated as of May 1, 2005. Upon the execution of this Amended Agreement by the Executive and the Company, said prior agreement shall be considered null and void and of no further effect.

XIII.Compliance with Code Section 409A.

No provision of this Agreement shall be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) because of failure to satisfy the requirements of Code Section 409A and the regulations and guidance issued thereunder.

IN WITNESS WHEREOF, the Company and Executive have executed this Amended Agreement effective as of the 23^rd day of January, 2006.

Energizer Holdings, Inc. Attest:

By:___________________________________By:_______________________________

Peter ConradTimothy L. Grosch

Vice President, Human ResourcesSecretary

______________________________________ _____________________________

Executive  Witness

SUMMARY OF AMENDMENTS AND LIST OF RECIPIENTS

Existing Change of Control Employment Agreements, as amended May 1, 2005, were further amended by the Nominating and Executive Compensation Committee at its meeting on January 23, 2006 to provide that recipients would be subject to a non-compete and a non-solicitation covenant for a period of 1 year (2 years for the Chief Executive Officer) following termination of employment, and to provide that arbitration of any disputes under the Agreements would be mandatory, instead of elective with the Executive. The Amended Change of Control Employment Agreements have been granted to the following Executive Officers:

W. Klein

D. Sescleifer

J. McClanathan

J. Lynch

P. Conrad

G. Stratmann

D. Hatfield

EX-31.1

Exhibit 31(i)

Certification of Chief Executive Officer

I, Ward M. Klein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedure, as the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting

and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 27, 2006

______________________________________

Ward M. Klein

Chief Executive Officer

EX-31.2

Exhibit 31(ii)

Certification of Executive Vice President and Chief Financial Officer

I, Daniel Sescleifer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedure, as the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting

and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 27, 2006

____________________________________________

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32(i)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energizer Holdings, Inc. (the "Company") on Form 10-Q for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ward M. Klein, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

___________________________________________

Ward M. Klein

Chief Executive Officer

EX-32.2

Exhibit 32(ii)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energizer Holdings, Inc. (the "Company") on Form 10-Q for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

_____________________________________

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer