EX-24. 2 rrd45505_51360.htm POWER OF ATTORNEY rrd45505_51360.html
Exhibit 24

POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Tracy S. Wrycha her true and lawful attorney-in-fact to:

      (1)        execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director of Rayovac Corporation (the "Company"), any and all
Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
      
      (2)        do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
      
      (3)        take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to
this Power of Attorney, shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his discretion.
        
                The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary, and
proper to be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at
the request of the undersigned, is hereby assuming, nor is the Company hereby
assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
        
                This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact.
        
                IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 4th day of October, 2004.
        
        
        
        __/s/ Thomas R. Shepherd_______________
        Signature
        
        Thomas R. Shepherd

POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints James T. Lucke his true and lawful attorney-in-fact to:

      (1)        execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director of Rayovac Corporation (the "Company"), any and all
Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
      
      (2)        do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
      
      (3)        take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to
this Power of Attorney, shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his discretion.
        
                The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary, and
proper to be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at
the request of the undersigned, is hereby assuming, nor is the Company hereby
assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
        
                This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact.
        
                IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 7th day of November, 2000.
        
        
        
        __/s/ Thomas R. Shepherd_____________
        Signature
        
        Thomas R. Shepherd