EX-24. 2 rrd287019_323965.htm SUBSTITUTION POWER OF ATTORNEY rrd287019_323965.html
                                                                      Exhibit 24
                         SUBSTITUTION POWER OF ATTORNEY

        Each of the officers and  directors of Spectrum  Brands  Holdings,  Inc.
listed below have granted to the undersigned a power of attorney for the limited
purpose of  reporting  securities  transactions  on Forms 3, 4 and 5 to the U.S.
Securities  and Exchange  Commission.  Pursuant to each power of  attorney,  the
undersigned  has the authority to appoint a substitute to perform the duties and
responsibilities granted by such power of attorney.

        Effective  immediately,  the  undersigned  hereby appoints as substitute
Nathan E. Fagre,  Secretary  and General  Counsel of Spectrum  Brands  Holdings,
Inc., to act in such capacity and with such duties,  responsibilities and powers
as have been granted to the undersigned.

Officers and Directors

David R. Lumley
Terry L. Polistina
Anthony L. Genito
John Heil
Kenneth C. Ambrecht
Eugene I. Davis
Virginia A. Kamsky
Marc S. Kirschner
Norman S. Matthews
Hugh R. Rovit


        IN WITNESS WHEREOF,  the undersigned has caused this Substitution  Power
of Attorney to be executed as of this 18th day of May, 2011.


                                        /s/ Thomas Parker
                                        ---------------------