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                                                                   Exhibit 10.22

                               RAYOVAC CORPORATION
                           DEFERRED COMPENSATION PLAN

          WHEREAS, Rayovac Corporation, a corporation duly organized and
existing under the laws of the State of Wisconsin (the "Primary Sponsor"), and
each of its affiliates adopting the plan embodied herein desire to attract and
retain key employees and members of the Board of Directors by providing deferred
cash compensation to those key employees and directors who qualify hereunder;

          NOW, THEREFORE, the Primary Sponsor does hereby restate the Rayovac
Corporation Deferred Compensation Plan (the "Plan"), effective July 1, 2001, as
follows:

                                    Section 1
                                   DEFINITIONS

          Wherever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates otherwise, and the following words and phrases shall have the meanings
set forth below:

          1.1   "ACCOUNT" means the bookkeeping account established and
maintained by the Plan Administrator to reflect the interest of a Member under
the Plan, as adjusted to reflect hypothetical income, gains, losses and other
credits or charges attributable to the investment benchmark selected by the
Member for the investment of his Account.

          1.2   "AFFILIATE" means (a) any corporation that is a member of the
same controlled group of corporations (within the meaning of Code Section
414(b)) as is a Plan Sponsor and (b) any other trade or business (whether or not
incorporated) under common control (within the meaning of Code Section 414(c))
with a Plan Sponsor.

          1.3   "ANNUAL COMPENSATION" means the amount paid to an Employee by a
Plan Sponsor during a Plan Year as base salary or as a bonus, disregarding for
this purpose any elections under Code Section 125 or Code Section 401(k), or the
amount paid to a Director by the Primary Sponsor during the Plan Year as fees
for services rendered as a member of the Board of Directors.

          1.4   "BENEFICIARY" means the person or trust that a Member designated
most recently in writing to the Plan Administrator; provided, however, that if
the Member has failed to make a designation, no person designated is alive, no
trust has been established or no successor Beneficiary has been designated who
is alive, the Beneficiary means (a) the Member's spouse or (b) if no spouse is
exists, the Member's surviving children, or (c) if no children are alive, the
Member's parents, or (d) if no parent is alive, the legal representative of the
deceased Member's estate. Changes in designations of Beneficiaries may be made
upon written notice to the Plan Administrator in such form as the Plan
Administrator may prescribe

          1.5   "BOARD OF DIRECTORS" means the Board of Directors of the Primary
                Sponsor.

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          1.6   "CODE" means the Internal Revenue Code of 1986, as amended.

          1.7   "DISABILITY" means the disability of a Member within the meaning
of the Rayovac Profit Sharing and Savings Plan.

          1.8   "EFFECTIVE DATE" means, as to the Primary Sponsor, January 1,
1997 and as to each other Plan Sponsor that adopts the Plan, the date designated
as such by the adopting Plan Sponsor.

          1.9   "ELIGIBLE DIRECTOR" means any member of the Board of Directors
who is not otherwise an Employee.

          1.10  "ELIGIBLE EMPLOYEE" means any Employee of a Plan Sponsor who is
employed at the level of Vice President or above.

          1.11  "EMPLOYEE" means any person who is employed by a Plan Sponsor or
an Affiliate for purposes of the Federal Insurance Contributions Act.

          1.12  "ENTRY DATE" means January 1 and July 1 of each Plan Year, or in
the event of the acquisition of substantially all of the stock or substantially
all of the assets of an entity by a Plan Sponsor, such other date as the Plan
Administrator determines. Upon initial adoption of the Plan, a Plan Sponsor may
designate the Effective Date as an Entry Date.

          1.13  "MEMBER" means any current or former Eligible Employee or
Eligible Director who has become a participant in the Plan for so long as his
benefits hereunder have not been paid out.

          1.14  "NORMAL RETIREMENT AGE" means age 65.

          1.15  "PLAN ADMINISTRATOR" means the organization or person(s)
designated by the Primary Sponsor to administer the Plan.

          1.16  "PLAN SPONSOR" means individually the Primary Sponsor and any
other Affiliate or other entity that has adopted the Plan.

          1.17  "PLAN YEAR" means the calendar year.

          1.18  "RETIREMENT DATE" means the date on which an Eligible Employee
who is a Member retires on or after (a) attaining Normal Retirement Age or (b)
becoming subject to a Disability. In the case of an Eligible Director who is a
Member, Retirement Date means the date on which the Eligible Director ceases to
be a member of the Board of Directors.

          1.19  "VALUATION DATE" means the last day of March, June, September
and December or any other day that the Plan Administrator declares to be a
Valuation Date.

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                                    Section 2
                                   ELIGIBILITY

          2.1   Each Eligible Employee or Eligible Director shall become a
Member as of any Entry Date; provided, however, that an Eligible Employee or
Eligible Director may also become a member as of the first day of the month
following the date he first becomes an Eligible Employee or Eligible Director.

          2.2   A Member who ceases to be an Eligible Employee or Eligible
Director will no longer be eligible to make further deferrals under the Plan
pursuant to Section 3 of the Plan but shall continue to be subject to all other
terms of the Plan so long as he remains a Member of the Plan.

          2.3   In the event a Member participates in a plan of a Plan Sponsor
or Affiliate intended to qualify under Code Section 401(a) and containing a cash
or deferred arrangement qualified under Code Section 401(k), the Member shall be
suspended from continued participation under this Plan to the extent required by
such other plan as a result of a hardship withdrawal made by such Member under
such other plan.

                                    Section 3
                               DEFERRAL ELECTIONS

          3.1   The Plan Sponsor shall credit the Account of each Member who has
elected to defer a portion of Annual Compensation otherwise payable to him for
the Plan Year in the amount of Annual Compensation deferred by the Member under
the Plan. The election to defer Annual Compensation under the Plan must be made
before the services for which the Annual Compensation is payable are performed
and may only be made pursuant to a written agreement between the Member and the
Plan Sponsor that shall be in such form and subject to such rules and
limitations as the Plan Sponsor may prescribe and shall specify the amount of
the Annual Compensation of the Member that the Member desires to defer. The
written agreement shall be irrevocable for the month in respect of which it is
made, although it may be modified, revoked or suspended for subsequent months,
effective as of the first day of the month coinciding with or immediately
following thirty (30) days after the new election is made, and shall continue in
effect for each subsequent month thereafter until modified, revoked or
suspended. Notwithstanding the foregoing, an election may be modified, revoked
or suspended only once each Plan Year, and a Member who revokes or suspends his
election may not make an election to defer Annual Compensation until the next
Entry Date following thirty (30) days after the Member notifies the Plan
Administrator of recommencement of active participation.

                The Plan Sponsor shall also credit the Account of each Member
who has elected to defer all or a portion of a bonus otherwise payable to him in
the amount of the bonus deferred by the Member under the Plan. The election to
defer a bonus under the Plan must be made no later than the time determined by
the Plan Administrator and may only be made pursuant to a written agreement
between the Member and the Plan Sponsor that shall be in the form and subject to
such rules and limitations as the Plan Sponsor may prescribe and shall specify
the amount of the bonus of the Member that the Member desires to defer. The
written agreement shall be irrevocable for the bonus payable in the Plan Year
when made although it may be modified, revoked or suspended for bonuses paid in

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subsequent Plan Years and shall continue in effect for each subsequent Plan Year
until a new election is made no later than the time determined by the Plan
Administrator. For purposes of this Section 3.1, the term bonus shall mean the
annual bonus paid to an Employee by a Plan Sponsor during the Plan Year
disregarding any elections under Code Section 125 or Code Section 401(k).

          3.2   Upon each election by a Member to make a deferral under Section
3.1 of the Plan, the Member shall specify in his written deferral agreement the
date or events upon which his Account will be distributed. In no event shall the
date or event upon which a Member's Account will be distributed be later than a
Member's Retirement Date.

          3.3   An Eligible Employee or Eligible Director who is a Member and
who has not attained a Retirement Date may, with the consent of the Plan
Sponsor, make an election to defer receipt of any payment under the Plan to a
future, specified date or event, not later than the Member's Retirement Date.
Such election must be made no later than 180 days before the beginning of the
Plan Year in which such payment is scheduled to be made.

                                    Section 4
                                    EARNINGS

          4.1   Pursuant to procedures determined by the Primary Sponsor, a
Member may be permitted to select among a range of investment benchmarks
designated by the Primary Sponsor for the purpose of determining an applicable
rate of return to credit earnings to the Member's Account; provided, however,
that at least one investment benchmark shall provide for the fixed rate of
return equal to the average money market rate as reported from time to time in
the WALL STREET JOURNAL, or if no longer published, as reported in a national
recognized daily publication selected by the Plan Administrator (the "Fixed
Rate"). A Member's Account shall be credited with interest at a rate equal to
the Fixed Rate during any period in which no investment benchmarks are offered
to the Member. A Member's Account shall be hypothetically invested in accordance
with the most recent investment benchmark election properly and timely filed by
the Member with the Plan Administrator in accordance with rules and procedures
designated by the Primary Sponsor. If no election has been properly and timely
filed with the Plan Administrator or the investment benchmarks selected by the
Member in the election on file with the Plan Administrator are no longer offered
under the Plan and the Member fails to deliver a new election to the Plan
Administrator by the date specified for delivery thereof, the Member's Account
shall be credited with interest at the Fixed Rate until a subsequent investment
election has been properly and timely delivered to the Plan Administrator in
accordance with the rules and procedures designated by the Primary Sponsor. An
amount equal to the earnings that would be credited to the Member's Account
under the investment benchmarks selected, in accordance with the rules and
procedures designated by the Primary Sponsor, shall be credited to his Account
as of each Valuation Date.

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                                    Section 5
                                   WITHDRAWALS

          5.1   The Plan Administrator may distribute all or a portion of a
Member's Account before the time the Account is otherwise distributable in
accordance with the other provisions of the Plan only if the Member demonstrates
that he is suffering from a hardship. For purposes of this Section, the Plan
Administrator shall have the sole and absolute discretion, which shall be
exercised in a nondiscriminatory and uniform manner, to determine if a hardship
exists with respect to a Member.

          5.2   Hardship distributions shall be made to a Member not more than
once during each Plan Year and only in accordance with such rules, policies,
procedures, restrictions and conditions as the Plan Administrator may from time
to time adopt. Any determination of the existence of hardship and the amount to
be distributed on account thereof shall be made by the Plan Administrator (or
such other person as may be required to make such decisions) in accordance with
the rules applied in a uniform and nondiscriminatory manner. A distribution
under this Section shall be made in a lump sum to the Member.

          5.3   In the event that all or a portion of a Member's Account is
distributable while the Member is an Eligible Employee or Eligible Director as a
result of the occurrence of the date or event specified by the Member in his
written deferral agreement entered into pursuant to Section 3 of the Plan and
the Member has not elected to defer the receipt of that portion of his Account
in accordance with Section 3.3 of the Plan, the Member shall be entitled to the
value of that portion of his Account, determined as of the immediately preceding
Valuation Date, in one lump-sum payment. Notwithstanding the foregoing, a Member
who receives a distribution of all or any portion of his Account pursuant to
this Section 5.3 shall be suspended from making deferrals under Section 3 of the
Plan for the calendar year immediately following the date the Member received a
distribution under this Section 5.3

                                    Section 6
                                 DEATH BENEFITS

          6.1   If a Member dies before the date on which he is entitled to the
commencement of payments of his Account, his Beneficiary shall be entitled to
the full value of the Member's Account.

          6.2   If, subsequent to the death of a Member, the Member's
Beneficiary dies while entitled to receive benefits under the Plan, the
successor Beneficiary, if any, or the Beneficiary listed under Subsection
1.4(a), (b), (c) or (d) of the Plan shall generally be entitled to receive
benefits under the Plan.

          6.3   Any benefit payable under this Section 6 shall be paid in
accordance with and subject to the provisions of Section 7 of the Plan after
receipt by the Plan Administrator of notice of the death of the Member.

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                                    Section 7
                       PAYMENT OF BENEFITS ON RETIREMENT,
                       DEATH OR TERMINATION OF EMPLOYMENT

          7.1   (a)   Upon the Member's death, termination of employment or
                attainment of a Retirement Date, the Member's Account, valued as
                of the immediately preceding Valuation Date, shall be paid to
                the Member according to this Section 7. Payment shall be made no
                later than sixty (60) days following the Member's death,
                termination of employment or Retirement Date.

                (b)   The normal form of payment under the Plan to a Member or
                his Beneficiary under this Section 7 shall be in up to fifteen
                (15) annual installments, as elected by the Member at the time
                such amounts are deferred. While installments are being paid
                under the Plan, the unpaid Account of the Member shall continue
                to be credited with earnings based on the investment benchmark
                selected by the Member in the manner set forth in Section 4 of
                the Plan. Each installment shall be equal to the unpaid value of
                the Account as of the Valuation Date immediately preceding the
                date the installment is paid, divided by the number of unpaid
                installments payable to the Member pursuant to an election under
                this Subsection (b).

                (c)   A Member may elect, with the consent of the Plan
                Administrator, to have his Account distributed a single lump sum
                payment. No election under this Subsection (c) shall be
                effective unless such election is made with respect to the
                payment of a benefit that is to be made in the Plan Year that
                begins at least 180 days following the date the Plan
                Administrator receives written notice of the Member's election
                under this Subsection (c).

          7.2   (a)   If a Member dies at any time after benefit payments have
                commenced under Subsection 7.1(b) of the Plan, the Plan Sponsor
                shall continue payment of the unpaid balance of the Member's
                Account, if any, to his Beneficiary. These payments shall be
                made according to the manner and method by which payments were
                being made to the Member during his lifetime.

                (b)   If the Beneficiary is the estate of the Member, the Plan
                Sponsor shall make payment of the unpaid balance of the Member's
                Account in the form of a single lump sum payment equal to the
                unpaid balance of the Member's Account as of the Valuation Date
                immediately preceding payment.

                                    Section 8
                           ADMINISTRATION OF THE PLAN

          8.1   The Primary Sponsor shall be the Plan Administrator, unless it
appoints another Plan Administrator. If an organization is appointed to serve as
the Plan Administrator, then the Plan Administrator may designate in writing a
person who may act on its behalf. The Primary Sponsor shall

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have the right to remove the Plan Administrator at any time by notice in
writing. The Plan Administrator may resign at any time by written notice or
resignation to the Primary Sponsor. Upon removal or resignation, or in the event
of the dissolution of the Plan Administrator, the Primary Sponsor shall appoint
a successor.

          8.2   (a)   The Plan Administrator shall make all payments under the
                terms of the Plan.

                (b)   The Plan Administrator shall from time to time establish
                rules, not contrary to the provisions of the Plan, for the
                administration of the Plan and the transaction of its business.
                All elections and designations under the Plan by a Participant
                or Beneficiary shall be made on forms prescribed by the Plan
                Administrator. The Plan Administrator shall have discretionary
                authority to construe the terms and intent of the Plan and shall
                determine all questions arising in the administration,
                interpretation and application of the Plan, including, but not
                limited to, those concerning eligibility for benefits, and it
                shall not act so as to discriminate in favor of any person. All
                determinations of the Plan Administrator shall be conclusive and
                binding on all Employees, Directors, Members and Beneficiaries,
                subject to the provisions of the Plan and subject to applicable
                law.

                (c)   The Plan Administrator shall furnish Members and
                Beneficiaries with all disclosures required by ERISA. The Plan
                Administrator shall file, as required, the various reports and
                disclosures concerning the Plan and its operations as required
                by ERISA and by the Code and shall be solely responsible for
                establishing and maintaining all records of the Plan.

                (d)   The statement of the specific duties of a Plan
                Administrator in this Section is not in derogation of any other
                duties of a Plan Administrator under the provisions of the Plan
                or under applicable law.

          8.3   Any action to be taken by the Primary Sponsor or a Plan Sponsor
shall be taken by resolution or written direction duly adopted by its board of
directors or appropriate governing body, as the case may be; provided, however,
that by such resolution or written direction, the board of directors or
appropriate governing body, as the case may be, may delegate to any officer or
other appropriate person of a Plan Sponsor the authority to take any such
actions as may be specified in such resolution or written direction, other than
the power to amend, modify or terminate the Plan or to determine the basis of
any Plan Sponsor contributions.

                                    Section 9
                             CLAIM REVIEW PROCEDURE

          9.1   In the event that a Member or Beneficiary is denied a claim for
benefits under a Plan, the Plan Administrator shall provide to such claimant
written notice of the denial which shall set forth:

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                (a)   the specific reasons for the denial;

                (b)   specific references to the pertinent provisions of the
                 Plan on which the denial is based;

                (c)   a description of any additional material or information
                 necessary for the claimant to perfect the claim and an
                 explanation of why such material or information is necessary;
                 and

                (d)   an explanation of the Plan's claim review procedure.

          9.2   After receiving written notice of the denial of a claim, a
claimant or his representative may:

                (a)   request a full and fair review of such denial by written
                 application to the Plan Administrator;

                (b)   review pertinent documents; and

                (c)   submit issues and comments in writing to the Plan
                 Administrator.

          9.3   If the claimant wishes such a review of the decision denying his
claim to benefits under the Plan, he must submit such written application to the
Plan Administrator within sixty (60) days after receiving written notice of the
denial.

          9.4   Upon receiving such written application for review, the Plan
Administrator may schedule a hearing for purposes of reviewing the claimant's
claim, which hearing shall take place not more than thirty (30) days from the
date on which the Plan Administrator received such written application for
review.

          9.5   At least ten (10) days before the scheduled hearing, the
claimant and his representative designated in writing by him, if any, shall
receive written notice of the date, time and place of such scheduled hearing.
The claimant or his representative, if any, may request that the hearing be
rescheduled, for his convenience, on another reasonable date or at another
reasonable time or place.

          9.6   A claimant requesting a review of the decision denying a claim
for benefits may employ counsel for purposes of the hearing.

          9.7   No later than sixty (60) days following the receipt of the
written application for review, the Plan Administrator shall submit its decision
on the review in writing to the claimant involved and to his representative, if
any; provided, however, a decision on the written application for review may be
extended, in the event special circumstances such as the need to hold a hearing
require an extension of time, to a day no later than one hundred twenty (120)
days after the date of receipt of

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the written application for review. The decision shall include specific reasons
for the decision and specific references to the pertinent provisions of the Plan
on which the decision is based.

                                   Section 10
                  LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

          10.1  No benefit payable under the Plan to any person shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void. No such benefit shall
in any manner be liable for, or subject to, the debts, contracts, liabilities,
engagements or torts of any person. Further, no such benefit shall be subject to
attachment or legal process for, or against, such person, and the same shall not
be recognized under the Plan, except to such extent as may be required by law.

          10.2  If any person who shall be entitled to any benefit under the
Plan shall become bankrupt or shall attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge such benefit under the Plan, then
the payment of any such benefit in the event a Member or Beneficiary is entitled
to payment shall, in the discretion of the Plan Administrator, cease and
terminate, and in that event the Plan Administrator shall apply the same for the
benefit of such person, his spouse, children, other dependents or any of them in
such manner and in such proportion as the Plan Administrator shall determine.

          10.3  Whenever any benefit that shall be payable under the Plan is to
be paid to or for the benefit of any person who is then a minor or determined to
be incompetent by qualified medical advice, the Plan Administrator need not
require the appointment of a guardian or custodian but shall be authorized to
cause the same to be paid over to the person having custody of such minor or
incompetent, or to cause the same to be paid to such minor or incompetent
without the intervention of a guardian or custodian, or to cause the same to be
paid to a legal guardian or custodian of such minor or incompetent if one has
been appointed or to cause the same to be used for the benefit of such minor or
incompetent.

          10.4  Whenever the Plan Administrator cannot, within a reasonable time
after payments are to commence, locate any person to or for the benefit of whom
such payments are to be made, after making a reasonable effort to locate such
person, the Plan Administrator may deposit the amount to be paid in a savings
account of a bank or savings and loan association to be held in the name of such
person, subject, however, to any applicable escheat laws.

                                   Section 11
                              LIMITATION OF RIGHTS

          Membership in the Plan shall not give any Employee or Director any
right or claim except to the extent that such right is specifically fixed under
the terms of the Plan. The adoption of the Plan by any Plan Sponsor shall not be
construed to give any Employee a right to be continued in

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the employ of a Plan Sponsor or as interfering with the right of a Plan Sponsor
to terminate the employment of any Employee at that time or as interfering with
the right of any Director to continue to serve in such capacity.

                                   Section 12
                     AMENDMENT TO OR TERMINATION OF THE PLAN

          12.1  The Primary Sponsor or any successor thereto reserves the right
at any time to modify or amend or terminate the Plan, including prior to or
following a change of control. No such modifications or amendments shall have
the effect of retroactively changing or depriving Members or Beneficiaries of
benefits already accrued under the Plan. Notwithstanding anything contained in
the Plan to the contrary, upon termination of the Plan each Member's Account
shall be payable to the Member as soon thereafter as is reasonably practicable.
No Plan Sponsor other than the Primary Sponsor shall have the right to so
modify, amend or terminate the Plan. Notwithstanding the foregoing, each Plan
Sponsor may terminate its own participation in the Plan.

          12.2  Each Plan Sponsor other than the Primary Sponsor shall have the
right to terminate its participation in the Plan by resolution of its board of
directors or other appropriate governing body and notice in writing to the
Primary Sponsor. Any termination by a Plan Sponsor shall not be a termination as
to any other Plan Sponsor.

          12.3  If the Plan is terminated by the Primary Sponsor it shall
terminate as to all Plan Sponsors.

                                   Section 13
                         ADOPTION OF PLAN BY AFFILIATES

          Any corporation or other business entity related to the Primary
Sponsor by function or operation and any Affiliate, if the corporation, business
entity or Affiliate is authorized to do so by written direction adopted by the
Board of Directors, may adopt the Plan by action of the board of directors or
other appropriate governing body of such corporation, business entity or
Affiliate. Any adoption shall be evidenced by certified copies of the
resolutions of the foregoing board of directors or governing body indicating the
adoption thereof by adopting corporation, or business entity or Affiliate. The
resolution shall state and define the effective date of the adoption of the Plan
by the Plan Sponsor.

                                   Section 14
                                  MISCELLANEOUS

          14.1  All payments provided under the Plan shall be paid from the
general assets of the applicable Plan Sponsor, and no separate fund shall be
established to secure payment. Notwithstanding the foregoing, the Primary
Sponsor may establish a grantor trust to assist it in funding its obligations
under the Plan, and any payments made to a member or Beneficiary from such trust

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shall relieve the Plan Sponsor from any further obligations under the Plan only
to the extent of such payment.

          14.2  Each Plan Sponsor shall withhold from any benefits payable under
the Plan all federal, state and local income taxes or other taxes required to be
withheld pursuant to applicable law.

          14.3  To the extent not preempted by applicable federal law, the Plan
shall be governed by and construed in accordance with the laws of the State of
Wisconsin.

          IN WITNESS WHEREOF, the Primary Sponsor has caused this agreement to
be executed on December 13, 2001.


ATTEST:                                  RAYOVAC CORPORATION


/s/ James T. Lucke                      By: /s/ Kent J. Hussey
-----------------------------------         -----------------------------------

Title:                                   Title: President and CFO
      -----------------------------            --------------------------------

        [CORPORATE SEAL]

                                       11
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                                 FIRST AMENDMENT
                                     TO THE
                               RAYOVAC CORPORATION
                           DEFERRED COMPENSATION PLAN

     THIS IS AN AMENDMENT to the Rayovac Corporation Deferred Compensation
Plan (the "Plan") made this 21st day of March, 2002 by Rayovac Corporation
(the "Primary Sponsor"):

                                       1.

     Section 1.7 of the Plan is amended effective as of March 1, 2002 by
deleting the existing provision and by substituting the following:

          "1.7  This Section is intentionally left blank."

                                       2.

     Section 1.18 of the Plan is amended effective as of March 1, 2002 by
deleting the existing provision and by substituting the following:

          "1.18 This Section is intentionally left blank."

                                       3.

     Section 3.2 of the Plan is amended effective with respect to distributions
commencing on or after March 1, 2002 by deleting the second sentence of the
existing provision and by substituting the following:

     "In no event shall the date or event upon which a Member's Account will be
     distributed be after the later of (1) the date on which the Member attains
     Normal Retirement Age or (2) the date on which the Member terminates
     employment."

                                       12
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                                       4.

     Section 3.3 of the Plan is amended effective as of March 1, 2002 by
deleting the first sentence of the existing provision and by substituting the
following:

     "An Eligible Employee or Eligible Director who is a Member and who has not
     become entitled to a distribution of his Account may, with the consent of
     the Plan Sponsor, make an election to defer receipt of any payment under
     the Plan to a future, specified date or event that shall not be after the
     later of (1) the date on which the Member attains Normal Retirement Age or
     (2) the date on which the Member will terminate employment, including by
     reason of disability."

                                       5.

     Section 5.3 of the Plan is amended effective with respect to distributions
commencing on or after March 1, 2002 by deleting the first sentence of the
existing provision and by substituting the following:

     "In the event that all or a portion of a Member's Account is distributable
     while the Member is an Eligible Employee or Eligible Director as a result
     of the occurrence of the date or event specified by the Member pursuant to
     Section 3 of the Plan, the Member will receive the value of that portion of
     his Account, determined as of the Valuation Date next following the date or
     event giving rise to the distribution, in one lump-sum payment as soon as
     practicable after such Valuation Date."

                                       6.

     Section 7.1 of the Plan is amended effective with respect to distributions
commencing on or after March 1, 2002 by deleting subsection (a) of the existing
provision and by substituting the following:

          "(a)  Upon the occurrence of the date or event specified by the Member
          pursuant to Section 3 of the Plan or, if earlier, the Member's death,
          the Member's Account, valued as of the Valuation Date next following
          the date or event giving rise to the distribution, shall be paid to
          the Member or his Beneficiary according to this Section 7. Payment
          shall be made as soon as practicable following such Valuation Date."

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                                       7.

     Section 7.2 of the Plan is amended effective with respect to distributions
commencing on or after March 1, 2002 by deleting subsection (b) of the existing
section and by substituting the following:

          "(b)  If the Beneficiary is the estate of the Member, the Plan Sponsor
          shall make payment of the unpaid balance of the Member's Account in
          the form of a single lump-sum payment as soon as practicable after the
          Valuation Date next following the date of the Member's death, and such
          payment shall be equal to the unpaid balance of the Member's Account
          as of such Valuation Date."

     IN WITNESS WHEREOF, the Primary Sponsor has caused this amendment to be
executed by its duly authorized representative and its corporate seal to be
hereto affixed the day and year first written above.

PRIMARY SPONSOR                          RAYOVAC CORPORATION

(Corporate Seal)                         By: /s/ Kent J. Hussey
                                             ----------------------------

                                         Title: President and CFO
                                                -------------------------

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[INSERT TO ELECTION FORM]

I elect to have my accounts under the Plan paid to me in the form of:

   _____  annual installments for ____ (up to 15) years, or

   _____  a single lump sum payment
 .

I elect to have the payment(s) specified above made or commence as soon as
administratively feasible after the next valuation date after:


   _____ my termination of employment (including by reason of disability).

   ______________________ (a date certain before I reach age 65).

   ______________________ (a date certain on or after I reach age 65). I
understand that if I terminate employment before this date certain, my accounts
will be paid to me as soon as practicable after the later of (1) the date I
reach age 65 or (2) terminate employment.

I understand that if I die before I begin receiving payments under the Plan, the
full value of my accounts will be paid to my Beneficiary in the form I elect
above as soon as administratively feasible after the next valuation date
following my death.

                                       15
<Page>

                                SECOND AMENDMENT
                                     TO THE
                               RAYOVAC CORPORATION
                           DEFERRED COMPENSATION PLAN

     THIS IS AN AMENDMENT to the Rayovac Corporation Deferred Compensation
Plan (the "Plan") made this 27th day of September, 2002 by Rayovac
Corporation (the "Primary Sponsor") and effective as of such date, except as
otherwise provided below:

                                       1.

     Section 3.1 of the Plan is amended by adding the following at the end of
     the existing provision:


          "The Plan Sponsor may credit the Account of any Member with an
     additional amount as a discretionary non-elective employer contribution at
     such time and in such amount as it may choose. At and after the time any
     such discretionary non-elective contribution is credited to the Account of
     a Member, the contribution shall be treated in the same manner as any
     deferral under this Section 3, including with respect to earnings,
     distribution elections, withdrawals and other payment of the benefit."

                                       2.

     The Plan is amended by deleting the existing Section 3.2 and by
     substituting the following:

          "3.2  Upon each election by a Member to make a deferral under Section
     3.1 or at the time the Account of a Member is credited with a discretionary
     non-elective contribution from the Primary Sponsor as specified in Section
     3.1, the Member shall specify the date or events upon which his Account
     will be distributed on a form acceptable to the Plan Administrator. In no
     event shall the date or event upon which a Member's Account will be
     distributed be after the later of (1) the date on which the Member attains
     Normal Retirement Age or (2) the date on which the Member terminates
     employment."

                                       3.

     Section 7.1(b) of the Plan is amended by deleting the first sentence
thereof and by substituting the following:

                                       16
<Page>

     "The normal form of payment under the Plan to a Member or his Beneficiary
     under this Section 7 shall be in up to fifteen (15) annual installments, as
     elected by the Member at the time such amounts are deferred or credited to
     his Account as an discretionary non-elective contribution under Section
     3.1."

     IN WITNESS WHEREOF, the Primary Sponsor has caused this amendment to be
executed by its duly authorized representative and its corporate seal to be
hereto affixed the day and year first written above.

PRIMARY SPONSOR                          RAYOVAC CORPORATION

(Corporate Seal)                         By: /s/ Kent J. Hussey
                                             ----------------------------

                                         Title: President and COO
                                                -------------------------

                                       17