A portable electronic device having a waterproof keypad and a keypad assembly for the waterproof keypad are described. In one embodiment, the keypad assembly comprises: an embossed keypad having a top and bottom surface, the embossed keypad having a plurality of embossed keys on the top surface; a capacitive sensor layer located below the bottom surface of the embossed keypad; and an actuator located below the capacitive sensor layer moveable between a first position in an unactuated state to a second position in an actuated state.