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                                                                   Exhibit 10.28

                                 THIRD AMENDMENT
                                     TO THE
                               RAYOVAC CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     THIS IS AN AMENDMENT to the Rayovac Corporation Supplemental Executive
Retirement Plan (the "Plan") made this 17 day of February, 2004, by Rayovac
Corporation (the "Company"), such amendment to be effective January 1, 2004:

                                       1.

     Section 5.1(b) of the Plan is amended by deleting the existing provision
and by substituting the following:

          "(b) Except as otherwise provided in Section 5.2, payment of a
     Participant's vested Account Balance shall be made or shall commence as
     soon as practicable after the January 1 on or next following the date
     determined pursuant to Section 5.1(c). Such payment shall be net of any
     amounts required to be withheld pursuant to federal, state or local tax
     laws.

          Except as provided below, distributions commencing on or after January
     1, 2004 shall be made in a lump-sum payment, unless the Participant elects
     to have his vested Account Balance paid in five annual installments in the
     manner described in this paragraph. Any installment distribution election
     in effect on December 31, 2003 shall remain in effect and shall be
     irrevocable. An election to receive installment payments made on or after
     January 1, 2004 must be made on a date that is more than 180 days before
     the beginning of the Plan Year in which such payment is scheduled to be
     made, and such election shall be irrevocable. If payment is made in
     installments, each of the first four installment payments shall be equal to
     20% of the Participant's Account Balance as of the date the first

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     annual installment payment commences, and the fifth annual installment
     payment shall be equal to the Participant's remaining Account Balance as of
     the date on which the fifth annual installment payment is made. Earnings
     shall be credited as provided under Section 3.3 with respect to amounts
     remaining in a Participant's Account while installment payments are being
     made."

                                       2.

     Section 5.1(c) of the Plan is amended by deleting the existing provision
and by substituting the following:

     "In the case of any benefit payable to David A. Jones, Mr. Jones will not
     be considered to have terminated employment for purposes of the foregoing
     sentence until he has both terminated employment with the Company and
     ceased to be a member of the Board."

     IN WITNESS WHEREOF, the Company 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.


THE COMPANY                                    RAYOVAC CORPORATION

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

                                               Title: President & COO
                                                     -------------------------

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