RAYOVAC CORPORATION
                             1997 STOCK OPTION PLAN
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         Rayovac Corporation (the "Company") hereby adopts the Rayovac
Corporation 1997 Stock Option Plan (the "Plan") as set forth herein. The purpose
of the Plan is to provide an incentive to employees of the Company at the
Director level and above to remain in such employ and to increase their efforts
for the success of the Company by offering them an opportunity to increase their
proprietary interest in the Company. The Plan shall be administered by David A.
Jones (the "Administrator").

         Pursuant to the Plan, the Company may offer to those of its employees
at the Director level and above who are selected by the Administrator (each
employee so selected, a "Participant") the right (the "Option") to purchase
authorized but unissued shares of the Company's common stock, par value $.01 per
share ("Common Stock").

         The exercise price of an Option under the Plan shall be $6.01 per
share. The Administrator may prescribe the minimum and maximum numbers of shares
of Common Stock for which a Participant may exercise an Option, the expiration
date of such Option and such other terms and conditions as the Administrator
shall deem appropriate; provided, however, that the maximum aggregate number of
shares of Common Stock with respect to which Options may be granted under the
Plan shall be 665,000; and provided further that the Plan and each Option
granted hereunder shall expire no later than November 30, 1997, 1997. Without
limiting the generality of the foregoing, the Administrator may cause the
Company to lend to a Participant the amount of cash necessary to exercise the
Option granted to such Participant; provided, however, that no such loan shall
be made unless such Participant simultaneously executes a promissory note in
substantially the form annexed hereto.

         The Administrator may permit a Participant to surrender an Option held
by such Participant and elect instead to have a portion of the amounts credited
to such Participant's account under the Company's Deferred Compensation Plan
credited as deferred stock units, each economically equivalent to a share of
Common Stock. The maximum amount which a Participant may elect to have so
credited shall be equal to the aggregate purchase price of the shares of Common
Stock subject to the Option (or portion thereof) so surrendered.





         Any Participant not otherwise a signatory to the Shareholders Agreement
dated as of September 12, 1996 by and among the Company and the shareholders of
the Company referred to therein, as amended (as so amended, the "Shareholders
Agreement") shall be required to execute the Shareholders Agreement as a
condition to the exercise by such Participant of any Option granted to such
Participant under the Plan.


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