0001193125-08-251388 Sample Contracts

Contract
Appointment and Acceptance • December 10th, 2008 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of October 24, 2008 (“Effective Date”), is by and among Spectrum Brands, Inc., a corporation duly organized and existing under the laws of the State of Wisconsin (the “Company”), U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States (the “Successor Trustee”), and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Resigning Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2008 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of the 10th day of November, 2008 (the “Effective Date”), by and between Spectrum Brands, Inc. (“the “Company”) and David R. Lumley (the “Executive”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • December 10th, 2008 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • Georgia

This Agreement (“Agreement”) is entered into this 8th day of October, 2008 (the “Effective Date”) by and between Spectrum Brands, Inc. (“Spectrum”) and Amy J. Yoder (“Yoder”).

RETENTION AGREEMENT
Retention Agreement • December 10th, 2008 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies

THIS RETENTION AGREEMENT (this “Agreement”) is entered into and effective as of the 10th day of November, 2008 (“Effective Date”) by and between Spectrum Brands, Inc. (the “Company”), and Kent J. Hussey (the “Executive”).

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2008 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of the 10th day of November, 2008 (the “Effective Date”), by and between Spectrum Brands, Inc. (“the “Company”) and John A. Heil (the “Executive”).

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