[Horizontally Set Certificate] [RAYOVAC Logo] (R) NUMBER RV RAYOVAC CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN COMMON STOCK CUSIP 755081 10 6 PAR VALUE $.01 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE IN MILWAUKEE, WISCONSIN OR IN NEW YORK, NEW YORK ................................................................................ THIS CERTIFIES THAT IS THE OWNER OF ................................................................................ FULLY-PAID SHARES OF THE COMMON STOCK OF Rayovac Corporation transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be subject to all the provisions of the Articles of Incorporation of the corporation (a copy of which is on file with the Transfer Agent), to all of which the holder of this certificate assents by acceptance hereof. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. WITNESS, the corporate seal of the Corporation and the signatures of its duly authorized officers. Dated: RAYOVAC CORPORATION CORPORATE /s/ James A. Broderick SEAL /s/ David A. Jones SECRETARY WISCONSIN CHAIRMAN, PRESIDENT 1988 AND CHIEF EXECUTIVE OFFICER [Set on Side] COUNTERSIGNED AND REGISTERED: FIRSTAR TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE RAYOVAC CORPORATION The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ........................Custodian......................... TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act.......................................................... in common (State) UNIF TRF MIN ACT - ...........................Custodian (until age....) (Cust) .........................under Uniform Transfers (Minor) to Minors Act.......................................... (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _____________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------- - -------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - ----------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ---------------- X____________________________________________ X____________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By__________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.