SEVERANCE AGREEMENT


This Agreement, dated as of 1 October 1998, is made by and between Rayovac
Corporation (the "Company"), a Wisconsin corporation with its principal business
address at 601 Rayovac Drive, Madison, Wisconsin 53711, and Roger F. Warren, an
individual residing at 505 Summit Road, Madison, WI 53704 (the "Executive").

                                   BACKGROUND

The Executive has been, and continues to be, privy to important confidential
information of the Company, and has developed substantial skills and knowledge
related to the Company's industry, which skills and knowledge would be of
substantial value to the Company's competition.

The Company considers it essential to the best interests of its shareholders to
foster the continued employment of key managers, and to limit their ability to
compete with the Company after their employment terminates.

The Executive and the Company wish to execute this Agreement to formalize
additional terms of the Executive's employment.

                                  UNDERTAKINGS

Now therefore, the parties agree:

1.   Term of Agreement. The term of this Agreement (the "Term") shall commence
     on the date hereof and shall continue in effect through 30 September 1999;
     provided, however, that commencing on 1 October 1998 and each year
     thereafter, the Term shall automatically extend one additional year unless,
     not later than 30 days prior to the end of the preceding Term, the Company
     or the Executive shall give notice not to extend the Term.

2.   Severance Payments.

     2.1  If the Executive's employment is terminated during the Term (a) by the
          Company without Cause (as defined below) or (b) by reason of death or
          Disability (as defined below), then the Company shall pay the
          Executive the amounts, and provide the Executive the benefits,
          described in Section 2.2 (the "Severance Payments").

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     2.2  (a) The Company shall pay to the Executive as severance, an amount in
          cash equal to two (2) times the sum of (i) the Executive's base salary
          as in effect for the fiscal year ending immediately prior to the
          fiscal year in which such termination occurs, and (ii) the annual
          bonus (if any) earned by the Executive pursuant to any annual bonus or
          incentive plan maintained by the Company in respect of the fiscal year
          ending immediately prior to the fiscal year in which the termination
          occurs, such cash amount to be paid to the Executive ratably monthly
          in arrears over the Non-Competition Period (as defined below).

          (b) For the 12-month period immediately following such termination,
          the Company shall arrange to provide the Executive and his dependents
          insurance benefits substantially similar to those provided to the
          Executive and his dependents immediately prior to the date of
          termination, at no greater cost to the Executive than the cost to the
          Executive immediately prior to such date. Benefits otherwise
          receivable by the Executive pursuant to this Section 2.2(b) shall
          cease immediately upon the discovery by the Company of the Executive's
          breach of the covenants contained in Sections 5 or 6 hereof. In
          addition, benefits otherwise receivable by the Executive pursuant to
          this Section 2.2(b) shall be reduced to the extent benefits of the
          same type are received by or made available to the Executive during
          the 12-month period following the Executive's termination of
          employment (and any such benefits received by or made available to the
          Executive shall be reported to the Company by the Executive);
          provided, however, that the Company shall reimburse the Executive for
          the excess, if any, of the cost of such benefits to the Executive over
          such cost immediately prior to the date of termination.

     2.3  Any payments provided for hereunder shall be paid net of any
          applicable withholding required under federal, state, or local law and
          any additional withholding to which the Executive has agreed.

     2.4  If the Executive's employment with the Company terminates during the
          Term, the Executive shall not be required to seek other employment or
          to attempt in any way to reduce any amounts payable to the Executive
          by the Company pursuant to this Section 2.

3.   Termination Procedures. During the Term, any purported termination of the
     Executive's employment (other than by reason of death) shall be
     communicated by written notice of termination from one party to the other
     in accordance with Section 8 hereof. The notice of

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     termination shall indicate the specific termination provision in this
     Agreement relied upon and shall set forth in reasonable detail the facts
     and circumstances claimed to provide a basis for termination of the
     Executive's employment under the provision so indicated.

4.   No Rights to Employment. This Agreement shall not be construed as creating
     an express or implied contract of employment, and except as otherwise
     agreed in writing between the Executive and the Company and authorized by
     the Board of Directors of the Company, the Executive shall not have any
     right to be retained in the employ of the Company.

5.   Executive's Covenant Not to Compete.

     5.1  During the Non-Competition Period, the Executive will not, directly or
          indirectly, in any capacity, either separately, jointly, or in
          association with others, as an officer, director, consultant, agent,
          employee, owner, principal, partner, or stockholder of any business,
          or in any other capacity, engage or have a financial interest in any
          business which is involved in the design, manufacturing, marketing, or
          sale of batteries or battery operated lighting devices (excepting only
          the ownership of not more than 5% of the outstanding securities of an
          class listed on an exchange or the Nasdaq Stock Market). For purposes
          of this Agreement, the "Non-Competition Period" means the period
          beginning on the date hereof and continuing until the date which is
          the two-year anniversary of the later to occur of (a) the end of the
          Term and (b) the date of termination.

     5.2  Without limiting the generality of Section 5.1 above, during the
          Non-Competition Period the Executive will not, directly or indirectly,
          in any capacity, either separately, jointly, or in association with
          others, solicit or otherwise contact any of the Company's customers or
          prospects that were customers or prospects of the Company at any time
          during the Non-Competition Period if such solicitation or contact is
          for the general purpose of selling products that satisfy the same
          general needs as any products that the Company had available for sale
          to its customers or prospects during the Non-Competition Period.

     5.3  During the Non-Competition Period, the Executive shall not, other than
          in connection with employment for the Company, solicit the employment
          or services of any employee of the Company who is or was an employee
          of the Company at any time during the Non-Competition Period. During
          the Non-Competition Period, the Executive shall not hire any employee
          of Company for any other business.

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     5.4  If a court determines that the foregoing restrictions are too broad or
          otherwise unreasonable under applicable law, including with respect to
          time or space, the court is hereby requested and authorized by the
          parties to revise the foregoing restrictions to include the maximum
          restrictions allowed under the applicable law.

     5.5  For purposes of this Section 5 and Section 6, the "Company" refers to
          the Company and any incorporated or unincorporated affiliates of the
          Company.

6.   Secret Processes and Confidential Information.

     6.1  The Executive will hold in strict confidence and, except as the
          Company may authorize or direct, not disclose to any person or use
          (except in the performance of his services hereunder) any confidential
          information or materials received by the Executive from the Company or
          any confidential information or materials of other parties received by
          the Executive in connection with the performance of his duties
          hereunder. For purposes of this Section 6.1, confidential information
          or materials shall include existing and potential customer
          information, existing and potential supplier information, product
          information, design and construction information, pricing and
          profitability information, financial information, sales and marketing
          strategies and techniques, and business ideas or practices. The
          restriction on the Executive's use or disclosure of the confidential
          information or materials shall remain in force until such information
          is of general knowledge in the industry through no fault of the
          Executive or any agent of the Executive. The Executive also will
          return to the Company promptly upon its request any Company
          information or materials in the Executive's possession or under the
          Executive's control.

     6.2  The Executive will promptly disclose to the Company and to no other
          person, firm or entity all inventions, discoveries, improvements,
          trade secrets, formulas, techniques, processes, know-how and similar
          matters, whether or not patentable and whether or not reduced to
          practice, which are conceived or learned by the Executive during the
          period of the Executive's employment with the Company, either alone or
          with others, which relate to or result from the actual or anticipated
          business or research of the Company or which result, to any extent,
          from the Executive's use of the Company's premises or property
          (collectively called the "Inventions"). The Executive acknowledges and
          agrees that all Inventions shall be the sole property of the Company,
          and the Executive hereby assigns to the Company all of the Executive's
          rights and interests in and to all of the Inventions, it being
          acknowledged and agreed by the Executive that all the Inventions are
          works made for hire. The Company shall be the sole owner of all
          domestic and foreign rights and interests in the Inventions.

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          The Executive will assist the Company at the Company's expense to
          obtain and from time to time enforce patents and copyrights on the
          Inventions.

     6.3  Upon the request of, and, in any event, upon termination of the
          Executive's employment with the Company, the Executive shall promptly
          deliver to the Company all documents, data, records, notes, drawings,
          manuals, and all other tangible information in whatever form which
          pertains to the Company, and the Executive will not retain any such
          information or any reproduction or excerpt thereof.

7.   Successors; Binding Agreement

     7.1  In addition to any obligations imposed by law upon any successor to
          the Company, the Company will require any successor (whether direct or
          indirect, by purchase, merger, consolidation or otherwise) to all or
          substantially all of the business or assets of the Company to
          expressly assume and agree to perform this Agreement in the same
          manner and to the same extent that the Company would be required to
          perform it if no such succession had taken place. Failure of the
          Company to obtain such assumption and agreement prior to the
          effectiveness of any such succession shall be a breach of this
          Agreement and shall entitle the Executive to the Severance Payments,
          except that, for purposes of implementing the foregoing, the date on
          which any such succession becomes effective shall be deemed the date
          of termination. For purposes of this Agreement, "Company" shall mean
          Rayovac Corporation, a Wisconsin corporation, and shall include any
          successor to its business or assets which assumes and agrees to
          perform this Agreement by operation of law, or otherwise.

     7.2  This Agreement shall inure to the benefit of and be enforceable by the
          Executive's personal or legal representatives, executors,
          administrators, successors, heirs, distributees, devisees and
          legatees. If the Executive shall die while any amount would still be
          payable to the Executive hereunder (other than amounts which, by their
          terms, terminate upon the death of the Executive) if the Executive had
          continued to live, all such amounts, unless otherwise provided herein,
          shall be paid in accordance with the terms of this Agreement to the
          executors, personal representatives or administrators of the
          Executive's estate.

8.   Notices. For the purpose of this Agreement, notices and all other
     communications provided for in the Agreement shall be in writing and shall
     be deemed to have been duly given (a) when delivered personally, (b) upon
     confirmation of receipt when such notice or other communication is sent by
     facsimile or telex, (c) one day after delivery to an overnight delivery
     courier, or (d) on the fifth day

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     following the date of deposit in the United States mail if sent first
     class, postage prepaid, by registered or certified mail.

9.   Survival. The obligations of the Company and the Executive under this
     Agreement which by their nature may require either partial or total
     performance after the expiration of the Term (including, without
     limitation, those under Sections 2, 5 and 6 hereof) shall survive such
     expiration.

10.  Amendment; Waiver. This Agreement may be amended, modified, superseded, or
     canceled, and the terms hereof may be waived, only by a written instrument
     executed by all of the parties hereto or, in the case of a waiver, by the
     party waiving compliance. The failure of any party at any time or times to
     require performance of any provision hereof shall in no manner affect the
     right at a later time to enforce the same. No waiver by any party of the
     breach of any term or covenant contained in this Agreement, whether by
     conduct or otherwise, in any one or more instances, shall be deemed to be,
     or construed as, a further or continuing waiver of any such breach, or a
     waiver of the breach of any other term or covenant contained in this
     Agreement.

11.  Equitable Relief. Breach of any provision of Sections 5 or 6 of this
     Agreement would result in irreparable injuries to the Company, the remedy
     at law for any such breach will be inadequate, and upon breach of such
     provisions, the Company, in addition to all other available remedies, shall
     be entitled as a matter of right to injunctive relief in any court of
     competent jurisdiction without the necessity of proving the actual damage
     to the Company.

12.  Entire Agreement. This Agreement constitutes the entire understanding of
     the parties hereto with respect to the subject matter hereof and supersedes
     all prior negotiations, discussions, writings, and agreements between them.

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

14.  Counterparts. This Agreement may be executed in two counterparts, each of
     which shall be deemed to be an original but both of which together will
     constitute one and the same instrument.

15.  Definitions. For purposes of this Agreement, the following terms shall have
     the meanings indicated below:

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     (a)  "Cause" for termination by the Company of the Executive's employment
          shall mean (i) the commission by the Executive of any fraud,
          embezzlement or other material act of dishonesty with respect to the
          Company or any of its affiliates (including the unauthorized
          disclosure of confidential or proprietary information of the Company
          or any of its affiliates or subsidiaries); (ii) Executive's conviction
          of, or plea of guilty or nolo contendere to, a felony or other crime
          involving moral turpitude; (iii) Executive's willful misconduct; (iv)
          willful failure or refusal by Executive to perform his duties and
          responsibilities to the Company or any of its affiliates which failure
          or refusal to perform is not remedied within 30 days after receipt of
          a written notice from the Company detailing such failure or refusal to
          perform; or (v) Executive's breach of any of the terms of this
          Agreement or any other agreement between Executive and the Company
          which breach is not cured within 30 days subsequent to notice from the
          Company to Executive of such breach.

     (b)  "Disability" shall be deemed the reason for the termination by the
          Company of the Executive's employment, if, as a result of the
          Executive's inability to perform his duties by reason of any mental,
          physical or other disability for a period of at least 6 consecutive
          months (for purposes hereof, "disability" has the same meaning as in
          the Company's disability policy), the Company shall have given the
          Executive a notice of termination for Disability, and, within 30 days
          after such notice of termination is given, the Executive shall not
          have returned to the full-time performance of the Executive's duties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

RAYOVAC CORPORATION                               EXECUTIVE


By: /s/ Kent J. Hussey                            /s/ Roger F. Warren
    ------------------                            -------------------
    Kent J. Hussey                                Roger F. Warren
    President