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                                                                 Exhibit 4.18


                    AMENDMENT NO. 4 TO SHAREHOLDERS AGREEMENT

         AMENDMENT NO. 4, dated February 8, 2002, to the Shareholders Agreement,
dated as of September 12, 1996, as amended, by and among Rayovac Corporation, a
Wisconsin corporation (the "Company") and the Shareholders of the Company
referred to therein (the "Shareholders Agreement"). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Shareholders Agreement.

         WHEREAS, pursuant to Section 4.2 of the Shareholders Agreement, the
Shareholders Agreement may be amended by a written instrument duly executed by a
majority in interest of the Shareholders and, if the Lee Group Shareholders, the
Management Shareholders or the Non-Management Shareholders are adversely
affected by such amendment, by a majority in interest of each such adversely
affected group; and

         WHEREAS, the signatories hereto represent holders of the requisite
number of Shares to effect the amendments to the Shareholders Agreement provided
for herein.

         NOW, THEREFORE, in consideration of the foregoing, the Shareholders
Agreement is hereby amended as follows:

         1. Article I is amended as follows:

         (a) Clause (e) of the definition of "Permitted Transfer" is amended to
read as follows:

         (e) a Transfer of Shares from any Shareholder which is a partnership to
         its partners, provided such Transfer is reasonably acceptable to the
         Company (a "Permitted Partnership Transfer");

         (b) The first sentence of the paragraph immediately following clause
(g) of the definition of "Permitted Transfer" is amended to read as follows:

         Except for a Permitted Partnership Transfer (as to which this sentence
         shall not apply), no Permitted Transfer shall be effective unless and
         until the transferee of the Shares so transferred, if such transferee
         is not already a party to this Agreement, executes and delivers to the
         Company an executed counterpart of this Agreement in accordance with
         the terms of Section 4.13 hereof.

         (c) The definition of "Permitted Transferee" is amended to read as
follows:

         PERMITTED TRANSFEREE. A "Permitted Transferee" shall mean any Person,
         other than a Permitted Partnership Transferee, who shall


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         have acquired and who shall hold Shares pursuant to a Permitted
         Transfer described above.

         (d) The following new definition is added immediately after the
definition of Permitted Transfer:

         PERMITTED PARTNERSHIP TRANSFEREE. A "Permitted Partnership Transferee"
         shall mean any Person who shall have acquired and who shall hold Shares
         pursuant to a Permitted Partnership Transfer.

         (e) The definition of "Shares" is amended to read as follows:

         SHARES. "Shares" shall mean with respect to any Shareholder (a) all
         shares of Common Stock held by Shareholders prior to the close of
         trading on the New York Stock Exchange on November 20, 1997, (b) all
         shares of Common Stock acquired in one or more Permitted Transfers,
         other than Permitted Partnership Transfers, (c) securities of the
         Company issued in exchange for, upon reclassification of, or as a
         distribution in respect of, the Common Stock referred to in (a) and (b)
         above, and (d) shares of Common Stock subject to options pursuant to
         the Rayovac Corporation 1996 Stock Option Plan.

         2. Clause (iii) of Section 2.1 is amended to read as follows:

         (iii) for any Lee Group Shareholder or Management Shareholder, made
         after a Public Offering, pursuant to a Rule 144 Transaction; provided
         that no Management Shareholder shall so Transfer Shares if it would
         result in the fraction W divided by X being greater than the fraction Y
         divided by Z, where "W" equals the aggregate number of Shares
         previously Transferred by such Management Shareholder (including its
         Permitted Transferees) pursuant to one or more Rule 144 Transactions or
         Public Offerings plus the aggregate number of Shares being so
         Transferred, "X" equals the maximum number of Shares beneficially owned
         by such Management Shareholder at any time since September 12, 1996
         (including Shares owned by its Permitted Transferees and Shares subject
         to options, to the extent exercisable), "Y" equals the aggregate number
         of Shares previously Transferred (without duplication) by the Lee Group
         Shareholders (including Shares Transferred to a Permitted Partnership
         Transferee but excluding Shares Transferred to a Permitted Transferee),
         and "Z" equals the maximum number of Shares beneficially owned by the
         Lee Group Shareholders at any time since September 12, 1996, in each
         case such number of Shares being equitably adjusted to account for
         stock dividends, stock splits, reverse stock splits or other similar
         reclassifications;


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         3. Section 2.1(f) is amended to read as follows:

         (f) Any Transfer of Shares (other than (A) pursuant to Sections 2.1
         (ii), (iii) and (iv) or (B) a Permitted Partnership Transfer) shall
         remain subject to the Transfer restrictions of this Agreement, and each
         intended transferee (other than a Permitted Partnership Transferee)
         pursuant to this Section shall execute and deliver to the Company a
         counterpart of this Agreement, which shall evidence such transferee's
         agreement that the Shares intended to be Transferred shall continue to
         be subject to this Agreement and that as to such Shares the transferee
         shall be bound by the restrictions of this Agreement as a Shareholder
         hereunder.

         4. The second sentence of Section 3.3 is amended to read as follows:

         Upon the written request of any Holder received by the Company within
         five (5) days after the giving of any such notice by the Company, the
         Company shall use its best efforts to cause to be registered under the
         1933 Act all of the Registrable Shares of each Holder that such Holder
         has requested to be registered, provided that no Management Shareholder
         (or its Permitted Transferees) may sell pursuant to such registration
         an aggregate number of Shares if such sale would result in the fraction
         W divided by X being greater than the fraction Y divided by Z, where
         "W" equals the aggregate number of Shares previously Transferred by
         such Management Shareholder (including its Permitted Transferees)
         pursuant to one or more Rule 144 Transactions or Public Offerings plus
         the aggregate number of Shares of the Management Shareholder (including
         its Permitted Transferees) being sold pursuant to such registration,
         "X" equals the maximum number of Shares beneficially owned by such
         Management Shareholder at any time since September 12, 1996 (including
         Shares owned by its Permitted Transferees and Shares subject to
         options, to the extent exercisable), "Y" equals the aggregate number of
         Shares previously Transferred by the Lee Group Shareholders (including
         Shares Transferred to a Permitted Partnership Transferee but excluding
         Shares Transferred to a Permitted Transferee) plus the aggregate number
         of Shares of the Lee Group Shareholders being sold pursuant to such
         registration, and "Z" equals the maximum number of Shares beneficially
         owned by the Lee Group Shareholders at any time since September 12,
         1996, in each case such number of Shares being equitably adjusted to
         account for stock dividends, stock splits, reverse stock splits or
         other similar reclassifications.


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         5. Section 4.7 is amended to add the following sentence as the last
sentence thereof:

         Notwithstanding the foregoing provisions of this Section 4.7, to the
         extent not earlier terminated in accordance with its terms, this
         Agreement shall terminate as to all Shareholders and shall have no
         further force or effect at such time as the Lee Group Shareholders and
         their Permitted Transferees cease to own in the aggregate at least 10%
         of the outstanding Common Stock on a fully diluted basis.

         6. Section 4.9 is amended to replace the name "Warren C. Smith, Jr."
appearing therein with the name "Scott L. Jaeckel."

         7. Section 4.13 is amended to read as follows:

         ADDITIONAL SHAREHOLDERS. Subject to the restrictions on Transfers of
         Shares contained herein, any Person who is not already a Shareholder
         acquiring Shares (except (A) for transferees acquiring Shares in an
         offering registered under the 1933 Act or in a Rule 144 Transaction,
         (B) for Permitted Partnership Transferees or (C) as otherwise permitted
         by the Board), shall, on or before the Transfer or issuance to it of
         Shares, sign a counterpart signature page hereto in form reasonably
         satisfactory to the Company and shall thereby become a party to this
         Agreement to be bound hereunder as (a) a Management Shareholder if a
         Permitted Transferee or any employee of the Company or any of its
         Subsidiaries, (b) a Lee Group Shareholder if a Permitted Transferee or
         an employee or affiliate of Thomas H. Lee Company or Equity Fund or (c)
         a Non-Management Shareholder if such person or entity does not fall
         within either (a) or (b) above; provided that a transferee which is a
         Permitted Transferee under clause (b) of the definition of Permitted
         Transferee shall not be obligated to so agree until foreclosure on its
         pledge.

         This Amendment No. 4 may be signed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

            [The remainder of this page is intentionally left blank.]


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         IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 to
Shareholders Agreement as of the date first written above.

                         RAYOVAC CORPORATION

                         By /s/ DAVID A. JONES
                            ---------------------------
                         David A. Jones
                         Chief Executive Officer

                         SHAREHOLDERS:
                         THOMAS H. LEE EQUITY FUND III, L.P.

                         By: THL Equity Advisors III Limited Partnership, as
                         General Partner

                         By: THL Equity Trust III, as General Partner

                         By  /s/ SCOTT A. SCHOEN
                         ------------------------------
                         Name: Scott A. Schoen
                         Title:   Trustee

                         THOMAS H. LEE FOREIGN FUND III, L.P.

                         By: THL Equity Advisors III Limited Partnership, as
                             General Partner

                         By: THL Equity Trust III, as General Partner

                         By  /s/ SCOTT A SCHOEN
                         ------------------------------
                         Name: Scott A. Schoen
                         Title:   Trustee

                         THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP

                         By: THL Investment Management Corp., as General Partner

                         By  /s/ SCOTT A. SCHOEN
                         ------------------------------
                         Name: Scott A. Schoen
                         Title:   Vice President


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                         /s/ KENNETH V. BILLER
                         ------------------------------
                         Kenneth V. Biller


                         /s/ PAUL G. CHEESEMAN
                         ------------------------------
                         Paul G. Cheeseman


                         /s/ KENT J. HUSSEY
                         ------------------------------
                         Kent J. Hussey


                         /s/ DAVID A. JONES
                         ------------------------------
                         David A. Jones


                         /s/ STEPHEN P. SHANESY
                         ------------------------------
                         Stephen P. Shanesy


                         /s/ DALE R. TETZLAFF
                         ------------------------------
                         Dale R. Tetzlaff


                         /s/ MERRELL M. TOMLIN
                         ------------------------------
                         Merrell M. Tomlin


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