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                                                                     EXHIBIT 4.2

                           AMENDMENT NUMBER ONE TO THE
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                         OF WATER PIK TECHNOLOGIES, INC.


                                    RECITALS

WHEREAS, Water Pik Technologies, Inc. ("Employer") has adopted an executive
deferred compensation plan for the benefit of its executive employees;

WHEREAS, effective July 1, 2001, the plan was amended and restated by adoption
of the CORPORATEplan for Retirement Select Plan Document (eff. date 04/11/94),
as sponsored by Fidelity Management & Research Company; and

WHEREAS, the Employer wishes to amend said amended and restated plan, the
Employer hereby adopts the following amendments, effective July 1, 2001:


                                   AMENDMENTS

Add to the adoption agreement a new section, 1.05 (c), BASIC CONTRIBUTION as
follows:

      1.05 (c) BASIC CONTRIBUTION. A Basic Contribution is defined as 4.5%
               of eligible compensation to be credited to the Account maintained
               on behalf of each Employee, subject to limitations as set forth
               in the Plan; a discretionary employer contribution may be
               credited to the Account maintained on behalf of each Employee.

Section 3.01 DATE OF PARTICIPATION is amended by substituting the following
paragraph:

      3.01     DATE OF PARTICIPATION. An eligible Employee (as set forth in
               Section 1.03 (a)) will become a Participant in the Plan on the
               first Entry Date after which he becomes an eligible Employee if
               he has filed an election pursuant to Section 4.01. If the
               eligible Employee does not file an election pursuant to Section
               4.01 prior to his first Entry Date, then the eligible Employee
               will become a Participant in the Plan as of the first day of a
               Plan Year for which he has filed an election, or the Company
               deems him to be a participant in the Plan for the purpose of
               receiving Basic Contributions equal to 4.5% of the amount of
               compensation which exceeds the Section 401 (a)(17) limit.

Section 4.01 DEFERRAL CONTRIBUTIONS is amended by substituting the following
paragraph:



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        4.01   DEFERRAL CONTRIBUTIONS. Each Participant may elect to execute a
               salary reduction agreement with the Employer to reduce his
               Compensation by a specified percentage not exceeding the
               percentage set forth in Section 1.05 (a) and equal to a whole
               number multiple of one (1) percent. Such agreement may be made as
               to salary deferrals separate from bonus deferrals. Such agreement
               shall become effective on the first day of the period as set
               forth in the Participant's election. The election will be
               effective to defer Compensation relating to all services
               performed in a Plan Year subsequent to the filing of such an
               election. An election once made will remain in effect until a new
               election is made. A new election will be effective as of the
               first day of the following Plan Year and will apply only to
               Compensation payable with respect to the services rendered after
               such date. Amounts credited to a Participant's account prior to
               the effective date of any new election will not be affected and
               will be paid in accordance with that prior election. The Employer
               shall credit an amount to the account maintained on behalf of the
               Participant corresponding to the amount of said reduction. Under
               no circumstances may a salary reduction agreement be adopted
               retroactively. A Participant may not revoke a salary reduction
               agreement for a Plan Year during that year.

Section 4.03 TIME OF MAKING EMPLOYER CONTRIBUTIONS is amended by substituting
the following paragraph:

        4.03   BASIC AND DISCRETIONARY CONTRIBUTIONS. If so provided by the
               Employer in Section 1.05 (c), the Employer shall make a basic
               contribution and a discretionary contribution, to be credited to
               the Account maintained on behalf of each Employee who would have
               had, but for the limitation in Section 417 (a)17 of the IRS Code,
               basic and discretionary contributions credited to the Water Pik
               Technologies, Inc. Retirement Plan.

Section 4.04 TIME OF MAKING EMPLOYER CONTRIBUTIONS is amended by adding the
following paragraph:

        4.04   TIME OF MAKING EMPLOYER CONTRIBUTIONS. The Employer will from
               time to time make a transfer of assets to the Trustee for each
               Plan Year. The Employer shall provide the Trustee with
               information on the amount to be credited to the separate Account
               of each Participant maintained under the Trust.

Section 5.01 INDIVIDUAL ACCOUNTS is amended by substituting the following
paragraph:

               5.01 INDIVIDUAL ACCOUNTS. The Administrator will establish and
               maintain an Account for each Participant which will reflect an
               Employee Deferral Contribution lump sum, an Employee Deferral
               Contribution installment, an Employer basic, matching and
               discretionary lump sum, and an Employer basic, matching and
               discretionary installment, credited to the Account on behalf of
               the Participant, and earnings, expenses, gains and losses
               credited thereto, and deemed investments



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                made with amounts in the Participant's Account. The
                Administrator will establish and maintain such other accounts
                and records as it decides in its discretion to be reasonably
                required or appropriate in order to discharge its duties under
                the Plan. Participants will be furnished statements of their
                Account values at least once each Plan Year.


IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
effective as of the 1st day of July, 2001.

                                  EMPLOYER: WATER PIK TECHNOLOGIES, INC.


                                       BY: /s/ Theresa Hope-Reese
                                           -------------------------------------
                                           Theresa Hope-Reese
                                           Vice President -- Human Resources