EXHIBIT 10.1

NEWELL RUBBERMAID INC.
2002 DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2004)

Newell Rubbermaid Inc. hereby establishes, effective as of January 1, 2002, the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan on the terms and conditions hereinafter set forth. Such Plan provides certain eligible employees and directors with the opportunity to defer portions of their base salary, bonus payments and director fees and, in conjunction with the Newell Rubbermaid Supplemental Executive Retirement Plan, receive certain other retirement benefits, all in accordance with the provisions of the Plan.

SECTION I DEFINITIONS

For the purposes hereof, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:

1.1. "Account" means the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to Section 2.5. The sum of each Participant's Sub-Accounts, in the aggregate, shall constitute his Account.

1.2. "Affiliate" means any corporation, joint venture, partnership, unincorporated association or other entity that is affiliated, directly or indirectly, with the Company and which is designated by the Committee from time to time.

1.3. "Base Salary" means the annual base rate of cash compensation (which, in the case of a Participant who is a Director, shall include his annual director's fees or other similar amounts payable in cash) payable by the Company and/or by any Affiliate to a Participant.

1.4. "Beneficiary" or "Beneficiaries" means the person or persons, including one or more trusts, designated by a Participant in accordance with the Plan to receive payment of the remaining balance of the Participant's Account in the event of the death of the Participant prior to the Participant's receipt of the entire amount credited to his Account.

1.5. "Board" means the Board of Directors of the Company.

1.6. "Bonus" means cash incentive compensation payable pursuant to a bonus or other incentive compensation plan, whether such plan is now in effect or hereafter established by the Company, which the Committee may designate from time to time.

1.7. "Change in Control" means the occurrence of any of the following events without the prior written approval of a majority of the entire Board as it exists immediately prior to such event; provided that, in the case of an event described in (i) or (iii) below, such approval

occurs before the time of such event and, in the case of an event described in
(ii) below, such approval occurs prior to the time that any other party to the event described in (ii) (or any affiliate or associate thereof) acquires 20% or more of the Voting Power:

(i) The acquisition by an entity, person or group (including all affiliates or associates of such entity, person or group) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of capital stock of the Company entitled to exercise more than 50% of the outstanding voting power of all capital stock of the Company entitled to vote in elections of directors ("Voting Power");

(ii) The effective time of (A) a merger or consolidation of the Company with one or more other corporations as a result of which the holders of the outstanding Voting Power of the Company immediately prior to such merger or consolidation (other than the surviving or resulting corporation or any affiliate or associate thereof) hold less than 50% of the Voting Power of the surviving or resulting corporation, or (B) a transfer of a majority of the Voting Power, or a Substantial Portion of the Property, of the Company other than to an entity of which the Company owns at least 50% of the Voting Power; or

(iii) The election to the Board of the Company, of directors constituting a majority of the number of directors of the Company then in the office.

For this purpose, "Substantial Portion of the Property of the Company" shall mean 75% of the aggregate book value of the assets of the Company and its affiliates and associates as set forth on the most recent balance sheet of the Company, prepared on a consolidated basis, by its regularly employed, independent, certified public accountants.

1.8. "Committee" means the committee appointed to administer the Plan. Unless and until otherwise specified, the Committee under the Plan shall be the Company's Benefit Plans Administrative Committee.

1.9. "Company" means Newell Rubbermaid Inc. and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Newell Rubbermaid Inc. with any other corporation or corporations.

1.10. "Director" means a member of the Board.

1.11. "Disability" has the meaning given to such term in the long-term disability plan of the Company or Affiliate, as applicable to any Participant, or if no such plan exists, as determined by the Committee.

1.12. "Election Agreement" means a Participant's agreement, on a form provided by the Committee, to defer his Base Salary and/or Bonus.

1.13. "Eligible Employee" means an employee of the Company or an Affiliate who is, as determined by the Committee, a member of a "select group of management or highly compensated employees," within the meaning of Sections 201, 301 and 401 of ERISA, and who

is selected by the Committee to participate in the Plan. Unless otherwise determined by the Committee, an Eligible Employee shall continue as such until termination of employment.

1.14. "Employer Contributions" has the meaning given to such term in Section 2.4.

1.15. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.16. "In-Service Sub-Account" means each bookkeeping Sub-Account maintained by the Committee on behalf of each Participant pursuant to Sections 2.5 and 2.6(ii). The Committee shall specify from time to time the maximum number of In-Service Sub-Accounts that may be established for any one Participant.

1.17. "Insolvent" means that the Company or an Affiliate, whichever is applicable, has become subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code or has become unable to pay its debts as they mature.

1.18. "Participant" means any Eligible Employee or Director who has at any time elected to defer the receipt of a Bonus and/or Base Salary in accordance with the Plan, or who has received or is entitled to receive a credit to his or her Account pursuant to Section 2.4, and who, in conjunction with his Beneficiary, has not received a complete distribution of the amount credited to his Account.

1.19. "Plan" means this deferred compensation plan, which shall be known as the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan.

1.20. "Retirement Sub-Account" means the bookkeeping Sub-Account maintained by the Committee on behalf of each Participant pursuant to Sections 2.5 and 2.6(i).

1.21. "SERP Cash Sub-Account" means the bookkeeping Sub-Account maintained by the Committee on behalf of each Participant pursuant to Sections 2.5 and 2.6(i).

1.22. "SERP Participant" means (i) each Eligible Employee holding the title of vice-president of the Company as of December 31, 2003 who accrued benefits under the Newell Operating Company Supplemental Retirement Plan for Key Executives and who timely elected, on a form provided by the Committee, to receive a credit to his SERP Cash Sub-Account under the Plan in lieu of all benefits to which he would otherwise be entitled under the Newell Operating Company Supplemental Retirement Plan for Key Executives, and (ii) each Eligible Employee holding the title of division president or above of the Company as of December 31, 2003.

1.23. "Sub-Account" means each bookkeeping Retirement Sub-Account, In-Service Sub-Account and SERP Cash Sub-Account maintained by the Committee on behalf of each Participant pursuant to Section 2.6.

1.24. "Termination of Service Date" means the date a Participant ceases to be an employee of the Company and its Affiliates by death, retirement, Disability or otherwise. The "Termination of Service Date" of any Participant who is a Director and who is not an Eligible Employee shall be the date such Participant ceases to be a member of the Board.

1.25. "Year" means a calendar year.

1.26. "Years of Credited Service" has the meaning provided in the Newell Rubbermaid Supplemental Executive Retirement Plan.

SECTION II DEFERRALS, CONTRIBUTIONS AND ACCOUNTS

2.1. Eligibility for Deferral. Subject to Section 2.3, an Eligible Employee or Director may elect to defer receipt of all or a specified part of his Base Salary and/or Bonus for any Year in accordance with Section
2.2. An Eligible Employee's, or Director's, entitlement to defer shall cease with respect to the Year following the Year in which he ceases to be an Eligible Employee or Director, as applicable.

2.2. Election to Defer. Unless otherwise provided by the Committee, an Eligible Employee or Director who desires to defer all or part of his Base Salary and/or Bonus pursuant to the Plan must complete and deliver an Election Agreement to the Committee before the first day of the Year for which such compensation would otherwise be paid. An Eligible Employee or Director who timely delivers an executed Election Agreement to the Committee shall be a Participant. Unless otherwise provided by the Committee, an Election Agreement that is timely delivered to the Committee shall be effective for the Year following the Year in which the Election Agreement is delivered to the Committee, unless such Election Agreement is revoked or modified with the consent of the Committee or until terminated automatically upon either the termination of the Plan, the Company or any Affiliate which employs the Participant becoming Insolvent or the Participant's Termination of Service Date. Notwithstanding the above, in the event that an individual first becomes an Eligible Employee or Director during the course of a Year, rather than as of the first day of a Year, the individual's Election Agreement must be filed no later than thirty (30) days following the date he first becomes an Eligible Employee or Director, as applicable, and such Election Agreement shall be effective only with regard to Base Salary and Bonuses earned following the filing of the Election Agreement with the Committee.

2.3. Amount Deferred. A Participant shall designate on the Election Agreement the portion of his Base Salary and/or Bonus that is to be deferred in accordance with the following rules.

(i) Base Salary. A Participant may defer up to 50% of the Base Salary that the Participant would otherwise receive during the Year for services performed as an Eligible Employee, provided, however, that the Participant shall not be permitted to defer less than $2,000 of such amount during any one Year, and any such attempted deferral shall not be effective. A Participant may defer up to 100% of the Base Salary that the

Participant would otherwise receive during the Year for services performed as a Director, provided, however, that the portion of such Base Salary that is eligible for deferral will be reduced by applicable employment taxes if such reduction is required in order to provide the Company or its Affiliates with a source of funds, from such Base Salary, with which to pay such employment taxes.

(ii) Bonus. A Participant may defer up to 100% of the Bonus that the Participant earns during the Year. Notwithstanding the preceding sentence, the portion of a Participant's Bonus that is eligible for deferral will be reduced by applicable employment taxes if such reduction is required in order to provide the Company or its Affiliates with a source of funds, from the Bonus, with which to pay such employment taxes. In any event, a Participant shall not be permitted to defer less than $2,000 of his Bonus during any one Year, and any such attempted deferral shall not be effective. To the extent permitted by the Committee, a Participant may specify in the Election Agreement that different percentages or dollar amounts shall apply to Bonuses payable under different bonus or incentive compensation plans.

2.4. Employer Contributions.

(i) In general. The Company or any Affiliate may, in its discretion, credit contributions ("Employer Contributions") under this Plan to one or more Sub-Accounts with respect to one or more Participants. The amount and vesting schedule of such Employer Contributions, if any, shall be determined by the Company or Affiliate in its sole discretion; provided, however, that a Participant shall have no vested interest in amounts credited to his SERP Cash Sub-Account (and any related earnings) until he has six (6) Years of Credited Service, at which time he shall acquire a ten percent (10%) vested interest therein. Upon completion of each additional Year of Credited Service, a Participant shall acquire additional vesting in the amounts credited to his SERP Cash Sub-Account (and any related earnings) according to the following schedule:

    YEARS OF                              VESTED PERCENTAGE IN
CREDITED SERVICE                        THE SERP CASH SUB-ACCOUNT
----------------                        -------------------------
   5 or Less                                        0%
        6                                          10%
        7                                          20%
        8                                          30%
        9                                          40%
       10                                          50%
       11                                          60%
       12                                          70%
       13                                          80%
       14                                          90%
       15                                         100%

Notwithstanding anything in this Plan to the contrary, a Participant shall become fully vested in amounts credited to his SERP Cash Sub-Account (and any related earnings) if he remains continuously employed by the Company (and its Affiliates) until the earliest to occur of the following events: (i) the Participant's 60th birthday;
(ii) the Participant's death; or (iii) the Participant's Disability.

(ii) Converted Benefit. No later than December 31, 2004, each SERP Participant shall have a credit made to his SERP Cash Sub-Account in an amount equal to the lump sum present value of his previously accrued benefits under the Newell Operating Company Supplemental Retirement Plan for Key Executives, which benefits shall be determined by the Committee in its sole discretion using reasonable assumptions applied in a consistent manner for all affected Participants.

2.5. Accounts.

(i) Crediting of Deferrals. Base Salary and/or Bonus that a Participant elects to defer shall be treated as if it were set aside in one or more Sub-Accounts on the date the Base Salary and/or Bonus would otherwise have been paid to the Participant, in accordance with procedures established from time to time by the Committee. A Participant may specify, in his Election Agreement, the portion of his deferral that is to be credited to a Retirement Sub-Account and/or to one or more In-Service Sub-Accounts. To the extent that a Participant does not specify the Sub-Account to which deferrals shall be credited, such deferrals shall be credited to the Participant's Retirement Sub-Account.

(ii) Crediting of Employer Contributions. Employer Contributions, if any, shall be treated as if they were set aside in one or more Sub-Accounts at such times as determined by the Committee in its sole discretion. Notwithstanding the foregoing, any amounts credited to a Participant's SERP Cash Sub-Account pursuant to
Section 2.4(ii) shall be credited as soon as administratively practicable after the date on which the Participant elects to receive such credit.

(iii) Crediting of Gains, Losses and Earnings to Accounts. Each Sub-Account of a Participant will be credited with gains, losses and earnings based on investment directions made by the Participant in accordance with investment crediting options and procedures established from time to time by the Committee. The Committee specifically retains the right in its sole discretion to change the investment crediting options and procedures from time to time. By giving investment directions in accordance with the Plan, each Participant shall thereby acknowledge and agree that the Company or any Affiliate is not and shall not be required to make any investment in connection with the Plan, nor is it required to follow the Participant's investment directions in any actual investment it may make or acquire in connection with the Plan or in determining the amount of any actual or contingent liability or obligation of the Company or an Affiliate thereunder or relating thereto. Any amounts credited to a Participant's Sub-Account with respect to which a Participant does not provide investment direction shall be credited with gains, losses and earnings as if such amounts were invested in an investment option to be selected by the Committee in its sole discretion.

2.6. Date of Distribution.

(i) Retirement Sub-Account and SERP Cash Sub-Account. Subject to the following provisions, a Participant may elect, on the first Election Agreement that he delivers to the Committee pursuant to which amounts are credited to his Retirement Sub-Account, to defer the distribution or commencement of the distribution of his Retirement Sub-Account to (A) January of the Year commencing immediately after the Year in which occurs his Termination of Service Date or (B) January of any Year following his Termination of Service Date provided that such Year is no later than the Year following the Year in which the Participant attains age 65. Subject to the following provisions, a Participant may make the same election with respect to his vested SERP Cash Sub-Account at such times and on such terms and conditions as the Committee shall determine.

(A) Termination Prior to Age 60. If a Participant's Termination of Service Date occurs as a result of his voluntary termination, or involuntary termination with cause (as determined by the Committee in its sole discretion), prior to his attainment of age 60, his Retirement Sub-Account and his vested SERP Cash Sub-Account will be distributed as soon as practicable after his Termination of Service Date. If a Participant's Termination of Service Date occurs as a result of his involuntary termination without cause (as determined by the Committee in its sole discretion) prior to his attainment of age 60, his Retirement Sub-Account and his vested SERP Cash Sub-Account will be distributed or will commence to be distributed in January of the Year elected by the Participant.

(B) Termination After Age 60 and Prior to Age 65. If a Participant's Termination of Service Date occurs after he attains age 60 and prior to his attainment of age 65, his Retirement Sub-Account and his vested SERP Cash Sub-Account will be distributed or will commence to be distributed in January of the Year elected by the Participant.

(C) Termination After Age 65. If a Participant's Termination of Service Date occurs after he attains age 65, his Retirement Sub-Account and his vested SERP Cash Sub-Account will be distributed or will commence to be distributed in January of the Year commencing immediately after his Termination of Service Date.

(ii) In-Service Sub-Account. Subject to the following provisions, a Participant may elect, on the first Election Agreement that he delivers to the Committee pursuant to which amounts are credited to an In-Service Sub-Account, to defer the distribution or commencement of the distribution of such In-Service Sub-Account to January of any Year that commences prior to the Participant's Termination of Service

Date as long as that Year commences not less than two Years after the date of the initial election pursuant to which amounts are credited to such In-Service Sub-Account. If a Participant's Termination of Service Date occurs as a result of his voluntary termination, or involuntary termination with cause (as determined by the Committee in its sole discretion), prior to the complete distribution of his In-Service Sub-Account, amounts credited to that In-Service Sub-Account will be distributed as soon as practicable after his Termination of Service Date. If a Participant's Termination of Service Date occurs as a result of his involuntary termination without cause (as determined by the Committee in its sole discretion) prior to the complete distribution of his In-Service Sub-Account, amounts credited to that In-Service Sub-Account will be distributed pursuant to the payment schedule elected by the Participant.

2.7. Form of Distribution.

(i) Retirement Sub-Account and SERP Cash Sub-Account. Subject to the following provisions, a Participant may elect, on the first Election Agreement that he delivers to the Committee pursuant to which amounts are credited to his Retirement Sub-Account, to receive his Retirement Sub-Account in cash in a single lump sum or in annual installments over a period not in excess of ten years. Subject to the following provisions, a Participant may make the same election with respect to his vested SERP Cash Sub-Account at such times and on such terms and conditions as the Committee shall determine.

(A) Termination Prior to Age 60. If a Participant's Termination of Service Date occurs as a result of his voluntary termination, or involuntary termination with cause (as determined by the Committee in its sole discretion), prior to his attainment of age 60, his Retirement Sub-Account and his vested SERP Cash Sub-Account will be distributed in a single lump sum. If a Participant's Termination of Service Date occurs as a result of his involuntary termination without cause (as determined by the Committee in its sole discretion) prior to his attainment of age 60, his Retirement Sub-Account and his vested SERP Cash Sub-Account will be distributed in the distribution form elected by the Participant.

(B) Termination After Age 60. If a Participant's Termination of Service Date occurs after he attains age 60, his Retirement Sub-Account and his vested SERP Cash Sub-Account will be distributed in the distribution form elected by the Participant.

(ii) In-Service Sub-Account. Subject to the following provisions, a Participant may elect, on the first Election Agreement that he delivers to the Committee pursuant to which amounts are credited to an In-Service Sub-Account, to receive that In-Service Sub-Account in cash in a single lump sum or in annual installments over a period not in excess of five years. If a Participant's Termination of Service Date occurs as a result of his voluntary termination, or involuntary termination with cause (as determined

by the Committee in its sole discretion), prior to the complete distribution of his In-Service Sub-Account, amounts credited to that In-Service Sub-Account will be distributed in a single lump sum. If a Participant's Termination of Service Date occurs as a result of his involuntary termination without cause (as determined by the Committee in its sole discretion) prior to the complete distribution of his In-Service Sub-Account, amounts credited to that In-Service Sub-Account will be distributed in the distribution form elected by the Participant.

(iii) General. The lump sum payment or the first installment, as the case may be, shall be made as specified in Section
2.6. In the event that a Sub-Account is paid in installments, the amount of such Sub-Account remaining unpaid shall continue to be credited with gains, losses and earnings as provided in Section 2.5. The payment to a Participant or his Beneficiary of a single lump sum or the number of installments elected by the Participant pursuant to this
Section shall discharge all obligations of the Company and the Affiliates to such Participant or Beneficiary under the Plan with respect to that Sub-Account. In the event that a Sub-Account is paid in installments, the amount of each installment shall be determined in accordance with procedures established from time to time by the Committee.

2.8. Modification of Date and/or Form of Distribution. Notwithstanding the payment terms designated by a Participant on the first Election Agreement that he delivers to the Committee under the Plan (or, with respect to amounts credited to a Participant's SERP Cash Sub-Account, the payment terms designated by a Participant on a form provided by the Committee), a Participant may elect to change the form of payment of a Sub-Account to a form of payment otherwise permitted under Section 2.7 and a Participant may elect to change the date of distribution of a Sub-Account to a date otherwise permitted under Section 2.6; provided that such election shall be made on a form provided by the Committee, and provided further that any election made less than eighteen months prior to the Participant's Termination of Service Date (or less than eighteen months prior to the scheduled date of the first, or only, payment from the Sub-Account) shall not be valid, and in such case, the distribution of his Sub-Account shall be made in accordance with the latest valid election of the Participant.

2.9. Death of a Participant.

(i) General. In the event of the death of a Participant, the remaining amount of his Account shall be paid to his Beneficiary or Beneficiaries as described in Section 2.9(ii). Each Participant shall designate a Beneficiary or Beneficiaries on a beneficiary designation form provided by the Committee. A Participant's Beneficiary designation may be changed at any time prior to his death by the execution and delivery of a new beneficiary designation. The Beneficiary designation on file with the Company that bears the latest date at the time of the Participant's death shall govern. In the absence of a Beneficiary designation, the amount of the Participant's Account shall be paid to the Participant's estate in a lump sum amount within 90 days after the appointment of an executor or administrator or as otherwise determined by the Committee.

(ii) Form and Date of Distribution. Notwithstanding any other provision, upon the death of a Participant, the remaining balance in his Account shall be paid as follows. If the Participant dies after payment of his Account has commenced, the remaining balance of his Account will continue to be paid to his Beneficiary or Beneficiaries in accordance with the payment schedule that has already commenced. Unless otherwise provided by the Committee, if the Participant dies before payments from his Account have commenced, his Account will be paid to his Beneficiary or Beneficiaries in accordance with the form of payment elected by the Participant, commencing (A) in the event that the Participant has not attained age 60 at the time of his death, in January of the Year commencing after the Year in which occurs the Participant's death or (B) in the event that the Participant has attained age 60 at the time of his death, in January of the Year elected by the Participant.

2.10. Disability. Notwithstanding any other provision, and unless otherwise provided by the Committee, upon the Disability of a Participant, the remaining balance in each of his Sub-Accounts shall be paid as follows. If the Disability occurs after payment of the Participant's Sub-Account has commenced, the remaining balance of his Sub-Account will continue to be paid in accordance with the payment schedule that has already commenced. If the Disability occurs before payment of the Participant's Sub-Account has commenced, his Sub-Account will be paid in accordance with the form of payment elected by the Participant commencing either (a) as soon as practicable after the Participant is no longer entitled to any benefits under the long-term disability plan, if any, of the Company or Affiliate, as applicable or (b) with the consent of the Committee, as soon as practicable after the occurrence of the Disability.

2.11. Small Payments. Notwithstanding any other provision of the Plan or any election made by the Participant, in the event that a Participant's Account has a balance of less than $25,000 on his Termination of Service Date, the entire amount of the Participant's Account may at the discretion of the Committee be paid in a single lump sum at such time as shall be determined by the Committee.

2.12. Acceleration.

(i) Notwithstanding any other provision of the Plan, in the event of an unforeseeable emergency, as defined in the Treasury Regulations issued under Section 457 of the Internal Revenue Code of 1986, as amended, that is caused by an event beyond the control of the Participant and that would result in severe financial hardship to the individual if acceleration were not permitted, the Committee may in its sole discretion accelerate the payment to the Participant of the amount of his Account, but only up to the amount necessary to meet the emergency.

(ii) Notwithstanding any other provision of the Plan, each Participant shall be permitted, at any time, to make an election to receive, payable as soon as

practicable after such election is received by the Committee, a distribution of part or all of his Account in a single lump sum, if (and only if) the amount in the Participant's Account subject to such distribution is reduced by 10%, which 10% amount shall thereupon irrevocably be forfeited.

(iii) Notwithstanding anything contained herein to the contrary, this Section 2.12 shall not apply to any amounts credited to a Participant's SERP Cash Sub-Account.

2.13. Termination of Participation. Notwithstanding any other provision of the Plan, no Participant who is an Eligible Employee shall be permitted to continue to participate in the Plan upon a determination by the Committee that such Participant is not a member of a select group of management or highly compensated employees of his employer, within the meaning of ERISA. Upon such a determination, the Committee may direct that the Participant receive an immediate lump sum payment equal to the vested amount credited to his Account.

2.14. Vesting of Accounts. Except as otherwise provided in Sections 2.4, 2.12(ii) and 2.15(iii), each Participant shall at all times have a nonforfeitable interest in his Account balance.

2.15. Change in Control. Notwithstanding any other provisions of the Plan, the following provisions shall apply upon the occurrence of a Change in Control.

(i) Trust. As soon as administratively practicable following the occurrence of a Change in Control, the Company shall transfer to a trust, the assets of which shall remain liable for the claims of the Company's or its Affiliate's general creditors in the event of the Insolvency of the Company or any such Affiliate, an amount (which amount may include a letter of credit, as specified in such trust) equal to the aggregate account balances, determined as of the date of the Change in Control, of all persons then participating in the Plan.

(ii) Unreduced Distribution. A Participant may make an election, on a form provided by the Committee that he delivers to the Committee at least one year prior to the occurrence of a Change in Control, to receive his entire vested Account in a single lump sum as soon as administratively practicable following the occurrence of a Change in Control. In the event that a Change in Control occurs prior to the distribution of a Participant's entire Account, any such election made by a Participant shall override his other elections regarding the form and timing of the distribution of his Account. A Participant may revoke any election made pursuant to this Section 2.15(ii) on a form provided by the Committee that he delivers to the Committee at least one year prior to the occurrence of a Change in Control.

(iii) Reduced Distribution. Notwithstanding any other provision of the Plan, each Participant shall be permitted, during the one-year period commencing upon the occurrence of a Change in Control, to make an election to receive, payable as soon as

practicable after such election is received by the Committee, a distribution of part or all of his vested Account in a single lump sum, if (and only if) the amount in the Participant's Account subject to such distribution is reduced by 5%, which 5% amount shall thereupon irrevocably be forfeited.

SECTION III ADMINISTRATION

The Company, through the Committee, shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. The Committee shall have all such powers as may be necessary to carry out the provisions of the Plan, including the power to (i) resolve all questions relating to eligibility for participation in the Plan and the amount in the Account of any Participant and all questions pertaining to claims for benefits and procedures for claim review, (ii) resolve all other questions arising under the Plan, including any factual questions and questions of construction, and
(iii) take such further action as the Company shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Committee hereunder shall be final and binding upon all interested parties. In accordance with the provisions of Section 503 of ERISA, the Committee shall provide a procedure for handling claims of Participants or their Beneficiaries under the Plan. Such procedure shall be in accordance with regulations issued by the Secretary of Labor and shall provide adequate written notice within a reasonable period of time with respect to the denial of any such claim as well as a reasonable opportunity for a full and fair review by the Committee of any such denial. Unless the context clearly requires otherwise, the masculine pronoun wherever used herein shall be construed to include the feminine pronoun.

SECTION IV AMENDMENT AND TERMINATION

4.1 Amendment. The Company reserves the right to amend the Plan at any time by action of the Board; provided, however, that no such action shall adversely affect any Participant or Beneficiary who has an Account, or result in any change in the timing or manner of payment of the amount of any Account (except as otherwise permitted under the Plan), without the consent of the Participant or Beneficiary.

4.2 Termination. The Company reserves the right to terminate the Plan at any time by action of the Board. In the event that the Company terminates the Plan, each Participant shall receive a distribution of his vested Account, at the discretion of the Committee, either (a) in a single lump sum as soon as administratively practicable following termination of the Plan or (b) in the form of payment elected by the Participant commencing as soon as administratively practicable following termination of the Plan.

SECTION V MISCELLANEOUS

5.1. Non-alienation of Deferred Compensation. Except as permitted by the Plan, no right or interest under the Plan of any Participant or Beneficiary shall, without the written consent of the Company, be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii) in any manner liable for or subject to the debts or liabilities of the Participant or Beneficiary.

5.2. Participation by Employees of Affiliates. An Eligible Employee who is employed by an Affiliate and who elects to participate in the Plan shall participate on the same basis as an Eligible Employee of the Company.

5.3. Interest of Participant.

(i) The obligation of the Company and the Affiliates under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company and the Affiliates to make payments from their general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Company or any Affiliate. Nothing in the Plan shall be construed as guaranteeing future employment to Eligible Employees. It is the intention of the Company and the Affiliates that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment of its and the Affiliates' obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the Company's and any Affiliate's general creditors.

(ii) In the event that, in the discretion of the Committee, the Company and/or its Affiliates purchases an insurance policy or policies insuring the life of any Participant (or any other property) to allow the Company and/or its Affiliates to recover the cost of providing the benefits, in whole or in part, hereunder, neither the Participants nor their Beneficiaries or other distributees shall have nor acquire any rights whatsoever therein or in the proceeds therefrom. The Company and/or its Affiliates shall be the sole owner and beneficiary of any such policy or policies and, as such, shall possess and may exercise all incidents of ownership therein. A Participant's participation in the underwriting or other steps necessary to acquire such policy or policies may be required by the Company and, if required, shall not be a suggestion of any beneficial interest in such policy or policies to such Participant or any other person.

5.4. Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any other person, firm or corporation any legal or equitable right as against the Company or any Affiliate or the officers, employees or directors of the Company or any

Affiliate, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

5.5. Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted.

5.6. Governing Law. Except to the extent preempted by federal law, the provisions of the Plan shall be governed and construed in accordance with the laws of the State of Illinois.

5.7. Relationship to Other Plans. The Plan is intended to serve the purposes of and to be consistent with any bonus or incentive compensation plan approved by the Committee for purposes of the Plan.

5.8. Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the "Company" for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant. In the event that any successor to the Company shall fail to assume this Plan, the Plan shall immediately terminate and each Participant shall immediately receive distribution of his Account in a single lump sum.

5.9. Withholding of Taxes. The Company and its Affiliates may withhold or cause to be withheld from any amounts deferred or payable under the Plan all federal, state, local and other taxes as shall be legally required.

5.10. Electronic or Other Media. Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Committee may establish procedures for the use of electronic or other media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic or other media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.

EXECUTED on this 6th day of May, 2004.

NEWELL RUBBERMAID INC.

By:  /s/ Dale L. Matschullat

Title: Vice President - General Counsel and
           Corporate Secretary

EXHIBIT 10.2

FIRST AMENDMENT TO THE
NEWELL RUBBERMAID INC.
2003 STOCK PLAN

WHEREAS, Newell Rubbermaid Inc. (the "Corporation") previously adopted the 2003 Stock Plan (the "Plan"); and

WHEREAS, the Board of Directors of the Corporation is authorized to amend the Plan and has authorized an amendment to the Plan, as described below.

NOW, THEREFORE, BE IT RESOVED, that Section 19 of the Plan is hereby amended, effective as of May 12, 2004, to read as follows:

SECTION 19. EFFECTIVE DATE AND TERM OF PLAN.

19.1 Effective Date.

The Plan has been adopted and authorized by the Board for submission to the stockholders of the Company. The Plan shall become effective as of the date the Plan is approved by the stockholders of the Company.

19.2 Term of Plan.

Notwithstanding anything to the contrary contained herein, no Awards shall be granted on or after the 10th anniversary of the Plan's effective date as determined in Section 19.1 above.

This First Amendment has been executed by the Corporation, by its duly authorized officer, as of this 11th day of February, 2004.

NEWELL RUBBERMAID INC.

By: /s/ Dale L. Matschullat

Title: Vice President - General Counsel and
           Corporate Secretary

INTRODUCTION & HISTORY..........................................................................................      1

I.       NAME, PURPOSE, LEGAL STATUS............................................................................      2

II.      GENERAL DEFINITIONS....................................................................................      3

III.     ELIGIBILITY............................................................................................      4

IV.      SERP FORMULA...........................................................................................      6

V.       VESTING................................................................................................      9

VI.      NORMAL RETIREMENT BENEFIT..............................................................................     10

VII.     EARLY RETIREMENT BENEFIT...............................................................................     12

VIII.    PRERETIREMENT DEATH BENEFIT............................................................................     14

IX.      SPECIAL PROVISIONS.....................................................................................     16

X.       ADMINISTRATION AND FINANCING...........................................................................     18

XI.      AMENDMENT AND TERMINATION..............................................................................     20

XII.     MISCELLANEOUS..........................................................................................     21

NEWELL RUBBERMAID
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Traditional SERP Benefit
(Effective January 1, 2004)

INTRODUCTION & HISTORY

Effective January 1, 1982, Newell Operating Company (the "Company") originally established the Newell Rubbermaid Supplemental Retirement Plan for Key Executives (the "Prior Plan"). The Prior Plan was established to provide supplemental retirement benefits to eligible Vice Presidents, Presidents and above.

Effective January 1, 2004, the Company renamed the Prior Plan as the Newell Rubbermaid Supplemental Executive Retirement Plan (the "SERP" or the "Plan") and its benefit as the Traditional SERP Benefit. The Plan hereunder describes the Traditional SERP Benefit effective as of January 1, 2004. The SERP, in conjunction with the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan, provides certain benefits to eligible employees.

Retirement Choice Program (2004)

Under the Newell Rubbermaid Retirement Choice Program effective January 1, 2004, each existing Vice President under the Prior Plan as of December 31, 2003 made a one-time choice to (i) remain in the current Traditional SERP Benefit or (ii) join the new SERP Cash Account under the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan effective January 1, 2004, with the transfer to the SERP Cash Account of his benefit under the Prior Plan as an equivalent lump sum amount. An existing Vice President electing to remain in the Traditional SERP Benefit is ineligible for the SERP Cash Account. A new or newly promoted Vice President participates only in the SERP Cash Account, with prospective benefits as provided thereunder.

Each existing President or above under the Prior Plan as of December 31, 2003 had (i) remained in the Traditional SERP Benefit and (ii) began participation in the SERP Cash Account effective January 1, 2004, with an opening balance under the SERP Cash Account equal to his benefit under the Prior Plan as an equivalent lump sum amount (but without the transfer thereof to the SERP Cash Account). A President or above who first becomes eligible for the SERP on or after January 1, 2004 (including therefore any existing or future Vice President promoted to President or above) also will participate in both (i) the Traditional SERP Benefit (with a modified SERP formula) and (ii) SERP Cash Account, with prospective benefits as provided thereunder. (However, a Vice President who elected to remain in the Traditional SERP Benefit will continue to participate in the 67% SERP formula.)

ARTICLE I
NAME, PURPOSE, LEGAL STATUS

1.1 Name. The Plan hereunder shall be known as the Newell Rubbermaid Supplemental Executive Retirement Plan (the "SERP" or the "Plan"), providing the Traditional SERP Benefit thereunder effective January 1, 2004.

1.2 Purpose. The purpose of the SERP and its Traditional SERP Benefit is to provide supplemental retirement and death benefits for eligible Vice Presidents, Presidents and above of the Company and Participating Affiliates.

1.3 Prior Plan. Effective January 1, 2004, the SERP (as provided in the Plan hereunder) shall supercede the Newell Rubbermaid Supplemental Retirement Plan for Key Executives (the "Prior Plan"), for each (i) existing Vice President, President and above under the Prior Plan as of December 31, 2003, (ii) other current or former participant of the Prior Plan who is not in pay status under the Prior Plan as of December 31, 2003 and (iii) reemployed pay status participant of the Prior Plan. The Plan hereunder therefore shall exclusively govern the vesting, entitlement, calculation and payment of the benefit of the foregoing individuals under the SERP and the Prior Plan. Effective January 1, 2004, the Prior Plan shall continue to apply only to a pay status participant or beneficiary of the Prior Plan as of December 31, 2003.

1.4 Legal Status. The Company intends the SERP to be an unfunded deferred compensation plan for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.1      "Affiliate" means any affiliated or subsidiary corporation of the
         Company or Newell Co.

2.2      "Code" means the Internal Revenue Code of 1986, as amended.

2.3      "Committee" means the Newell Rubbermaid Benefit Plans Committee.

2.4      "Company" means Newell Operating Company, a Delaware corporation, or
         any corporate successor thereto.

2.5      "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

2.6      "Early Retirement Date" means the date defined in Section 7.2.

2.7      "Executive" means a Vice President, President or above of the Company
         or a Participating Affiliate.

2.8      "New High Level Executive" means a President or above defined in
         Section 3.2.

2.9      "Normal Retirement Date" means the date defined in Section 6.2.

2.10     "Participant" means an Executive (or a former Executive under the Prior
         Plan) who becomes a Participant in the Traditional SERP Benefit under
         Article III.

2.11     "Participating Affiliate" means Newell Co. or an Affiliate which adopts
         the SERP with the consent of the Company.

2.12     "Pension Plan" means the Newell Rubbermaid Pension Plan, formerly the
         Newell Pension Plan for Salaried and Clerical Employees.

2.13     "Prior Plan" means the Newell Rubbermaid Supplemental Retirement Plan
         for Key Executives, as in effect prior to January 1, 2004.

2.14     "Retirement Choice Program" means the Newell Rubbermaid Retirement
         Choice Program, effective January 1, 2004.

2.15     "SERP" or "Plan" means the Newell Rubbermaid Supplemental Executive
         Retirement Plan, as provided in the plan hereunder, and as the
         successor to the Prior Plan effective January 1, 2004, and providing
         the Traditional SERP Benefit.

2.16     "SERP Cash Account" means the SERP Cash Account benefit under the
         Newell Rubbermaid Inc. 2002 Deferred Compensation Plan, commencing
         effective January 1, 2004.

2.17     "Traditional SERP Benefit" means the benefit provided in the Plan
         hereunder, effective January 1, 2004.

2.18     "Years of Credited Service" means the years defined in Section 4.3.

ARTICLE III
ELIGIBILITY

3.1 Existing Executives. Effective as of January 1, 2004, the following Executives shall become a Participant in the Traditional SERP Benefit:

(a) Vice President. A Vice President as of January 1, 2004 who (i) was a participant in the Prior Plan as of December 31, 2003,
(ii) is eligible for the SERP under Section 3.3 as of January 1, 2004 and (iii) elected under the Retirement Choice Program to continue to participate in the Traditional SERP Benefit. Each such Vice President will not participate in the SERP Cash Account.

(b) President or Above. A President or above who (i) was a participant in the Prior Plan as of December 31, 2003 and (ii) is eligible for the SERP under Section 3.3 as of January 1, 2004. Each such President or above also will participate in the SERP Cash Account effective January 1, 2004 and will have an opening balance under the SERP Cash Account equal to his benefit under the Prior Plan as an equivalent lump sum amount (but without the transfer thereof to the SERP Cash Account).

Each Vice President as of January 1, 2004 who elected to participate in the SERP Cash Account under the Retirement Choice Program shall participate only in the SERP Cash Account and, therefore, will be ineligible for the Traditional SERP Benefit. Further, each Vice President after January 1, 2004 shall participate only in the SERP Cash Account (if otherwise eligible thereunder) and, therefore, will be ineligible for the Traditional SERP Benefit.

3.2 New High Level Executive. Effective on and after January 1, 2004, a New High Level Executive (as defined herein) shall become a Participant in the Traditional SERP Benefit effective on the date established for him by the Company. Each such New High Level Participant shall (i) have a modified SERP formula under Section 4.1 and (ii) participate in the SERP Cash Account, with prospective benefits as provided thereunder (and, therefore, with no opening balance under the SERP Cash Account for his benefit under the Prior Plan).

A "New High Level Executive" is an Executive who (i) is a President or above and (ii) first becomes eligible (or reeligible) for the SERP under Section 3.3 on or after January 1, 2004. A New High Level Executive, therefore, may include any existing or future Vice President promoted to President or above, including a Vice President under
Section 3.1(a) (who elected to continue to participate in the Traditional SERP Benefit) or Vice President under Section 3.5 (who elected to participate in the SERP Cash Account).

3.3 SERP Eligibility. An Executive is "eligible for the SERP" if he is (i) a participant in Bonus Categories A or A/B of the Newell Rubbermaid Management Bonus Plan, (ii) an active participant in the Pension Plan,
(iii) a citizen or a resident alien of the United States and (iv) designated for participation in the SERP by the Company.

3.4 Suspension of Participation. An Executive's participation in the Traditional SERP Benefit shall be suspended if he undergoes an employment status change under Section 9.3.

3.5 Existing Vice Presidents Electing SERP Cash Account. A Vice President as of January 1, 2004 who was a participant in the Prior Plan as of December 31, 2003 and elected under the Retirement

Choice Program to participate in the SERP Cash Account (and therefore transfer his benefit under the Prior Plan as an equivalent lump sum amount to the SERP Cash Account) shall not participate in the Traditional SERP Benefit and otherwise shall discontinue participation in the Prior Plan. The foregoing Vice President shall have no benefit under the SERP and otherwise have no further benefit recognizable or payable under the Prior Plan.

3.6 Prior Plan Participant. Effective January 1, 2004, a participant of the Prior Plan (other than a Participant under Section 3.1) shall become a Participant in the Traditional SERP Benefit if he is not in pay status under the Prior Plan as of December 31, 2003. The SERP therefore shall exclusively govern the vesting, entitlement, calculation and payment of the benefit of the foregoing individuals under the SERP and the Prior Plan, including therefore the calculation of his benefit using the SERP formula in Section 4.1.

ARTICLE IV
SERP FORMULA

4.1 SERP Formula. The SERP shall use the following formula to calculate a Participant's retirement benefit, payable commencing on his Normal Retirement Date:

(a) Gross Benefit: 67% x his Final Average Pay (under Section 4.2) / 12, x his Years of Credited Service (under Section 4.3) up to 25 / 25

(b) less his Pension Plan Monthly Benefit (under Section 4.4)

(c) less his Monthly Primary Social Security Benefit (under
Section 4.5)

(d) less his SERP Cash Account Benefit, Other Benefits (under Sections 4.6, 4.7)

(e) Equals his SERP Monthly Benefit

However, in the case of a Participant who is a New High Level Executive (other than a Vice President under Section 3.1(a)), "50%" shall be substituted for "67%" in the foregoing formula.

4.2 Final Average Pay. A Participant's "Final Average Pay" is the sum of his annual compensation (as defined herein) during the five consecutive calendar years in which his annual compensation was the highest, divided by five years.

The Participant's "annual compensation" is his base salary and bonus from the Company and the Participating Affiliates paid during a calendar year (including any years prior to his SERP participation). The Participant's annual compensation, therefore, is not reduced by any elective contributions from his base salary or bonus made under the Newell Rubbermaid 401(k) Savings Plan, Newell Rubbermaid Inc. 2002 Deferred Compensation Plan or any Code Section 125 plan maintained by the Company or a Participating Affiliate.

If the Participant has not been employed for five full calendar years, his Final Average Pay is the monthly average of his annual compensation while employed with the Company and the Participating Affiliates.

4.3 Years of Credited Service. A Participant's "Years of Credited Service" are his whole and fractional years of continuous service which begin and end on the following dates:

(a) Begins--The Participant's "credited service date," i.e., the date of his initial employment as an employee with the Company, a Participating Affiliate or Affiliate, but starting no sooner than the date any such Affiliate is owned by Newell Rubbermaid. The Participant's credited service date, therefore, may precede the date of his participation in the SERP or promotion to Vice President.

(b) Ends--The date of the Participant's termination of employment as an employee with the Company and all Participating Affiliates (or the earlier suspension of his SERP participation).

For measurement purposes, the Participant shall receive (i) a whole year for each 365 days of continuous service (or, for leap years, 366 days) and (ii) a fractional year equal to his days of continuous service divided by 365 days. The Committee may round years under any methodology.

4.4 Pension Plan. The SERP formula in Section 4.1 contains a reduction for the Participant's monthly benefit under the Pension Plan. This "offset" amount is based on the Participant's marital status on the commencement date of his SERP and Pension Plan retirement benefits, as follows:

(a) Married--If the Participant is married (and has been married to the same spouse for the one year period ending on the commencement date of his retirement benefits), the "offset" amount is the monthly amount from the Pension Plan payable in a qualified joint and 50% survivor annuity with his spouse.

(b) Single--If the Participant is not so married under subsection
(a), the "offset" amount is the monthly amount from the Pension Plan payable in a single life annuity.

The foregoing offset amounts are determined as of the commencement date of the Participant's retirement benefits from the Pension Plan and SERP.

The reduction for the Participant's Pension Plan benefit, therefore, is not the actual monthly amount he receives from the Pension Plan under the annuity form he elected under the Pension Plan. Rather, the reduction is the foregoing offset amount based on the Participant's marital status at the commencement of his retirement benefits.

4.5 Social Security Benefit. The SERP formula in Section 4.1 also contains a reduction for the Participant's monthly primary Social Security benefit (without conversion for his marital status). This "offset" amount is the Social Security benefit amount payable on the commencement date of the Participant's SERP and Pension Plan retirement benefits. However, if the Participant is not at least age 62 when his SERP and Pension Plan retirement benefits begin, his primary Social Security benefit shall be calculated as of his 65th birthday, but assuming his annual compensation under Section 4.2 continues to age 65. Then his primary Social Security benefit, as then determined as of his 65th birthday, shall be reduced by .5% per month (or 6% per year) for which the commencement date of his SERP and Pension Plan retirement benefits precede his 65th birthday.

4.6 SERP Cash Account Benefit. The Participant's Traditional SERP Benefit under the SERP formula in Section 4.1 shall be reduced by the actuarial equivalent amount of his SERP Cash Account (if any) as of the commencement date of his SERP and Pension Plan retirement benefits. For this purpose, actuarial equivalence shall be determined (i) by converting the SERP Cash Account to an equivalent single life annuity based on the Participant's single life expectancy (and therefore without regard to his marital status as of the commencement date of his SERP and Pension Plan retirement benefits) and (ii) based on actuarial assumptions and procedures prescribed by the Committee from time to time, consistent with Section 9.7.

The foregoing reduction for the Participant's SERP Cash Account shall apply to his entire SERP Cash Account, including therefore the portion thereof attributable to (i) in the case of a New High Level Executive who was a Vice President under Section 3.5 who elected to join the new SERP Cash Account effective January 1, 2004, his benefit under the Prior Plan transferred as an equivalent lump sum amount to the SERP Cash Account or (ii) in the case of a President or above under Section 3.1(b), the opening balance under the SERP Cash Account equal to his benefit under the Prior Plan as an equivalent lump sum amount.

4.7 Other Benefits. The Participant's Traditional SERP Benefit shall be reduced, in an amount determined by the Committee, by any benefits under any other plan, agreement or arrangement (whether tax qualified or nonqualified) maintained by the Company or an Affiliate that provides

him retirement benefits, including any other amounts determined by the Company such as under an acquired company's supplemental retirement plan or under any severance arrangement.

However, the Participant's Traditional SERP Benefit shall not be reduced by any benefit under (i) a qualified retirement plan containing a cash or deferred arrangement under Section 401(k) of the Code or (ii) the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan, other than the SERP Cash Account.

ARTICLE V
VESTING

5.1 Vesting Requirements. A Participant must become vested to be entitled to receive the Traditional SERP Benefit. The Participant shall become "vested" in his Traditional SERP Benefit under any following circumstance:

(a) Employment on or after age 60 (under Section 5.2).

(b) Involuntary termination with 15 Years of Credited Service (under Section 5.3).

(c) Death during employment (under Section 5.4).

Once vested, the Participant shall receive a normal retirement benefit from the SERP under Article VI. Or he may be eligible to elect an early retirement benefit under Article VII. If the Participant dies during employment, he shall be eligible for a preretirement death benefit under Article VIII.

5.2 Employment At Age 60. A Participant shall become vested if he is employed as an employee on or after his 60th birthday with the Company, a Participating Affiliate or other Affiliate. He does not need 15 Years of Credited Service to become vested in this case.

5.3 Involuntary Termination. A Participant also shall become vested if he
(i) is involuntarily terminated from employment with the Company, any Participating Affiliate or other Affiliate before age 60 and (ii) has at least 15 Years of Credited Service.

5.4 Non-Vested Termination. If a Participant terminates employment with the Company and all Participating Affiliates and other Affiliates before meeting either vesting requirement under Section 5.2 or 5.3 (or becoming vested upon a business sale under Section 9.4), he shall not receive any benefit from the SERP whatsoever. However, if he is reemployed, he may receive credit for his prior Years of Credited Service under Section 9.6.

5.5 Death During Employment. A Participant shall become vested if he dies while an employee with the Company, a Participating Affiliate or other Affiliate. The Participant does not need 15 Years of Credited Service to become vested under this circumstance.

5.6 Forfeiture Events. Even if vested, a Participant shall cease to be vested, and thereafter not entitled to any benefit from the SERP (regardless if it commenced), under certain prescribed circumstances involving his conduct under Section 9.5.

ARTICLE VI
NORMAL RETIREMENT BENEFIT

6.1 SERP Formula. If a Participant is vested under Article V, he shall receive a "normal" retirement benefit following his termination of employment with the Company and all Affiliates and commencing on his Normal Retirement Date. The Participant's normal retirement benefit shall equal his "SERP Monthly Benefit" amount under the SERP formula in
Section 4.1, calculated and paid as of his Normal Retirement Date.

6.2 Normal Retirement Date. A Participant's "Normal Retirement Date" means the first day of the month coincident with or next following his 65th birthday. However, if he continues employment after age 65, his Normal Retirement Date is the first day of the month on or after the date of his termination of employment with the Company and all Affiliates.

6.3 Actual Commencement. A Participant's SERP normal retirement benefit shall commence when he elects to begin his retirement benefit under the Pension Plan. The Participant shall receive a "normal" retirement benefit from the SERP if his Pension Plan retirement benefit commences on his Normal Retirement Date.

6.4 Normal Annuity Form. A Participant's SERP normal retirement benefit is payable in the following "normal" annuity form, based on his marital status on the commencement date of his SERP and Pension Plan retirement benefits:

(a) Married--If he is married (and he has been married to the same spouse for the one year period ending on the commencement date of his retirement benefits), his SERP retirement benefit is payable in a qualified joint and 50% survivor annuity with his spouse.

(b) Single--If he is not so married under subsection (a), his SERP retirement benefit is payable in a single life annuity.

The normal annuity form of his SERP retirement benefit, therefore, shall not be the actual annuity form in which he receives his retirement benefit from the Pension Plan. Rather, the normal annuity form is based solely on his marital status at the commencement of his retirement benefits.

6.5 Pension Plan Annuity Forms. A Participant's normal retirement benefit from the SERP shall be paid in the same annuity form as he elects to receive his retirement benefit under the Pension Plan, from among the following annuity forms:

(a) A single life annuity

(b) A joint and 50% survivor annuity

(c) A joint and 100% survivor annuity

(d) A single life and 10 year certain annuity

If the Participant elects to receive his Pension Plan retirement benefit in his "married" or "single" normal annuity form under Section 6.4, his SERP retirement benefit shall equal his exact normal retirement benefit under Section 6.1. Otherwise, if he elects another foregoing listed annuity form, his actual SERP retirement benefit shall be an actuarial equivalent amount of his SERP normal retirement benefit payable in his "married" or "single" normal annuity form.

If the Participant elects an annuity form under the Pension Plan other than one of the foregoing listed annuity forms, he still must elect to receive his SERP retirement benefit in one of the foregoing annuity forms. His actual SERP retirement benefit shall be an actuarial equivalent amount of his SERP normal retirement benefit payable in his "married" or "single" normal annuity form.

The Participant may elect an annuity form under the Pension Plan, and otherwise designate his spouse or any other person as his survivor beneficiary under the annuity form, provided his spouse (if married) consents to the annuity form and beneficiary designation.

6.6 Lump Sum for Small Benefits. The Traditional SERP Benefit does not allow a lump sum payment. However, if the lump sum present value of a Participant's SERP benefit is under $20,000, his benefit shall be paid in a lump sum under Section 7.6.

6.7 Preretirement Death Benefit. If a Participant is vested under Article V and dies before the commencement date of his SERP retirement benefit, the SERP shall not pay a retirement benefit to any person. Instead, the Participant shall be eligible for a preretirement death benefit from the SERP under Article VIII.

ARTICLE VII
EARLY RETIREMENT BENEFIT

7.1 SERP Formula. If a Participant is vested under Article V, he may elect an "early" retirement benefit following his termination of employment with the Company and all Affiliates and commencing on or after his Early Retirement Date and before his Normal Retirement Date.

The Participant's early retirement benefit shall equal his "SERP Monthly Benefit" amount under the SERP formula in Section 4.1, calculated and payable as of the date he elects to begin his SERP and Pension Plan retirement benefits on or after his Early Retirement Date.

However, the "Gross Benefit" amount under the SERP formula shall be reduced by .5% per month (or 6% per year) for which the commencement date of his SERP and Pension Plan retirement benefits precedes his Normal Retirement Date.

7.2 Early Retirement Date. A Participant's "Early Retirement Date" means the first day of the month coincident with or next following the date he has both (i) reached his 60th birthday and (ii) been credited with at least 15 years of early retirement service. The Participant's "years of early retirement service" are his years of vesting service under the Pension Plan.

7.3 Actual Commencement. A Participant's SERP early retirement benefit shall commence when he elects to begin his retirement benefit under the Pension Plan. The Participant shall receive an early retirement benefit from the SERP if his Pension Plan retirement benefit commences on or after his Early Retirement Date and before his Normal Retirement Date.

7.4 Normal Annuity Form. A Participant's SERP early retirement benefit is payable in his "normal" annuity form based on his marital status on the commencement date of his SERP and Pension Plan retirement benefits, as provided under Section 6.4 for a normal retirement benefit.

7.5 Pension Plan Annuity Forms. A Participant's SERP retirement benefit shall be paid in the same annuity form as he elects to receive his retirement benefit under the Pension Plan, from among the annuity forms provided under Section 6.5 for a normal retirement benefit.

If the Participant elects to receive his Pension Plan retirement benefit in his "married" or "single" normal annuity form under Section 7.4, his SERP retirement benefit shall equal his exact early retirement benefit under Section 7.1. Otherwise, if the Participant elects another foregoing listed annuity form, his actual SERP retirement benefit shall be an actuarial equivalent amount of his SERP early retirement benefit payable in his "married" or "single" normal annuity form.

If the Participant elects an annuity form under the Pension Plan other than one of the foregoing listed annuity forms, he still must elect to receive his SERP retirement benefit in one of the foregoing annuity forms. The Participant's actual SERP retirement benefit shall be an actuarial equivalent amount of his SERP early retirement benefit payable in his "married" or "single" normal annuity form.

The Participant may elect an annuity form under the Pension Plan, and otherwise designate his spouse or any other person as his survivor beneficiary under the annuity form, provided his spouse (if married) consents to the annuity form and beneficiary designation.

7.6 Lump Sum for Small Benefits. The Traditional SERP Benefit does not allow a lump sum payment. However, if the present value of a Participant's benefit under the SERP following his termination of employment with the Company and all Affiliates is under $20,000, calculated at any time on or after his Early Retirement Date, then he shall receive his SERP benefit in a lump sum payment equal to this present value amount as soon as practicable after its calculation. A lump sum payment, therefore, shall be paid no sooner than his Early Retirement Date and only then if under $20,000.

7.7 Preretirement Death Benefit. If a Participant is vested under Article V and dies before the commencement date of his SERP retirement benefit, the SERP shall not pay a retirement benefit to any person. Instead, the Participant shall be eligible for a preretirement death benefit from the SERP under Article VIII.

ARTICLE VIII
PRERETIREMENT DEATH BENEFIT

8.1 Death During Employment. If a Participant dies while employed, he automatically becomes vested in his Traditional SERP Benefit under
Section 5.5 (regarding death during employment). In this case, a Participant's surviving spouse (if marrried for at least the one year period ending on his death) shall receive a monthly death benefit of 33.5% of his Final Average Pay (under Section 4.2) divided by 12 (therefore without any proration if he has less than 25 Years of Credited Service), less his death benefits from the Pension Plan, SERP Cash Account (if any) under Section 4.6 and other retirement benefit arrangements under Section 4.7 in amounts determined by the Company and even if not yet payable. A reduction shall not be made regarding the Participant's Social Security benefit.

The death benefit shall commence effective as of the first day of the month after the Participant's death, even if before his Early Retirement Date. Further, the benefit shall not be reduced for commencement before his Normal Retirement Date. The benefit shall be paid to the Participant's surviving spouse until his or her death. However, the benefit in any event shall cease when the Participant would have reached his 65th birthday (or, if later, the 15th anniversary of his death).

Also, if at the death or remarriage of the Participant's spouse the Participant has dependent children (as defined herein), the death benefit to his spouse shall be suspended but shall continue to be paid to his dependent children (in pro rata amounts) for as long as they are dependent children. However, the benefit in any event shall stop when the Participant would have reached his 65th birthday (or, if later, the 15th anniversary of his death). When the Participant's children are no longer dependent children, any remaining death benefit payments shall resume to his remarried spouse.

If the Participant dies without a surviving spouse, but with dependent children, the benefit shall be paid to his dependent children for as long as they are dependent children. However, the benefit in any event shall stop when the Participant would have reached his 65th birthday (or, if later, the 15th anniversary of his death).

If the Participant dies without a surviving spouse or dependent children, the death benefit is not paid to any person.

For purposes of this Section, the term "dependent children" means unmarried children under (i) age 18 or (ii) age 22, if a full-time student at an elementary or secondary school, a vocational or professional school or an accredited college or university as an undergraduate or graduate student.

8.2 Death Before Commencement. If a Participant is vested in his Traditional SERP Benefit under Article V (other than under Section 5.5 regarding death during employment) and dies after termination of employment with the Company and all Affiliates but before commencement of his SERP retirement benefit, his surviving spouse (if marrried for at least the one year period ending on his death) shall receive a monthly death benefit of the 50% survivor benefit the spouse would have received under a qualified joint and 50% survivor annuity commencing on his Normal Retirement Date under Section 6.1.

The death benefit shall commence effective as of the first day of the month after the Participant's death, even if before his Early Retirement Date. Further, the benefit shall not be reduced for

commencement before his Normal Retirement Date. The benefit shall be paid for the life of his surviving spouse, but for no more than 15 years.

If the Participant dies without a surviving spouse, the death benefit is not paid to any person.

8.3 Commencement Date. For purposes of the SERP, the term "commencement date" shall refer to the first day of the month for which the Participant's SERP and Pension Plan retirement benefits are payable to the Participant. Accordingly, the entitlement to a preretirement death benefit under this Article shall apply if he dies before the first day of such month. If a Participant dies on or after the first day of such month, no preretirement death benefit will be payable from the SERP. In this case, the SERP will pay only whatever survivor benefit is payable under the terms of the annuity form the Participant elected to receive his SERP retirement benefit.

ARTICLE IX
SPECIAL PROVISIONS

9.1 Disability During Employment. If a Participant becomes disabled or unable to work due to injury or sickness while an employee with the Company, a Participating Affiliate or an Affiliate, his SERP participation shall be suspended on the date of his termination of employment and, thereafter, he shall cease to accrue further increases to his accrued benefit under the SERP formula under Section 4.1. The Participant's "Gross Benefit" under the SERP formula shall be calculated on the date of his termination of employment.

However, if approved by the Committee, while he is receiving salary continuation benefits he shall continue to be credited with (i) Years of Credited Service to determine his vested status for involuntary termination purposes under the SERP under Section 5.3 and (ii) years of early retirement service to determine his eligibility for an early retirement benefit under Section 7.2.

9.2 Leaves of Absence, Severance Pay. A Participant's annual compensation and Years of Credited Service shall include leaves of absence authorized by the Company and such other periods of employment as determined by the Committee. However, the Participant's annual compensation and Years of Credited Service shall not include any period following his termination of employment during which he receives severance pay.

9.3 Suspension of Participation. If a Participant is demoted from President or Vice President (including therefore a President demoted to Vice President), transfers employment to a non-Participating Affiliate or ceases to be designated by the Company as eligible for the SERP, his participation in the SERP shall be suspended and he shall cease to accrue further increases to his accrued benefit under the SERP formula in Section 4.1. The Participant's "Gross Benefit" under the SERP formula shall be calculated as if he terminated employment on the date of his employment status change.

However, if approved by the Committee, a Participant shall continue to be credited with (i) Years of Credited Service to determine his vested status for involuntary termination purposes under Section 5.3 and (ii) years of early retirement service to determine his eligibility for an early retirement benefit under Section 7.2.

Notwithstanding the foregoing, the Committee, in its discretion, may allow the continued participation of any President or above who becomes a Vice President (if otherwise eligible for the SERP under Section 3.3).

9.4 Vesting on Sale of an Affiliate. If a Participant has either reached his 60th birthday or been credited with at least 15 Years of Credited Service, and he is employed on the date of the sale of his Affiliate or division of the Company, he shall become vested in the Traditional SERP Benefit.

9.5 Forfeiture Events. Even if a Participant is vested under Article V or
Section 9.4, he shall cease to be vested, and thereafter not be entitled to any benefit from the SERP (regardless if it commenced), under any following circumstance:

(a) The Participant's employment is terminated at any time because of any act or failure to act on his part which constitutes fraud, misappropriation, theft or embezzlement of the Company or an Affiliate's funds or intentional breach of fiduciary duty, including a

breach of the Company or Affiliate's Code of Business Conduct involving the Company or an Affiliate.

(b) At any time the Participant engages in competition with, or work for another business entity in competition with, the Company or an Affiliate in the areas that it serves.

(c) At any time the Participant makes any unauthorized disclosure of any trade or business secrets or privileged information acquired during his employment with the Company or an Affiliate.

(d) At any time the Participant is found to have misappropriated, stolen or embezzled funds from the Company or an Affiliate.

(e) At any time the Participant fraudulently, dishonestly or shall fully cause the Company or an Affiliate to suffer any loss of, or damage to, money or other property belonging to it or for the care and protection of which it is responsible or to its reputation.

(f) At any time the Participant is discharged by the Company or an Affiliate for repeated drunkenness on the job.

(g) At any time the Participant is convicted of a felony connected with his employment by the Company or an Affiliate.

Further, even if a Participant is vested, he shall cease to be vested, and thereafter not entitled to any benefit from the SERP (regardless if it commenced), if (i) his death occurs during first 24 months of participation in the SERP as a result of suicide or (ii) he made a material misrepresentation in any form or document provided by him to or for the benefit of the Company or an Affiliate.

9.6 Reemployment. Upon a Participant's non-vested termination of employment, his accrued benefit under the SERP formula and Years of Credited Service shall be immediately forfeited under Article V. If the Participant is ever reemployed and eligible for the SERP under Section 3.3, the Committee may in its discretion reinstate all or some of his previous accrued benefit and prior Years of Credited Service.

If a Participant was vested at termination of employment under Article V and he is ever reemployed and eligible for the SERP under Section 3.3, he shall reparticipate in the SERP and continue to accrue increases to his accrued benefit under the SERP formula and his Years of Credited Service under Section 4.1. If the Participant's retirement benefit has commenced, the Committee in its discretion may suspend the benefit. In any event, upon subsequent retirement, his retirement benefit would be recalculated to take into account subsequent increases to his accrued benefit and previous retirement benefit payments.

9.7 Actuarial Equivalence. For purposes of the SERP, all references to "actuarial equivalence" shall be determined by the Committee using actuarial assumptions prescribed by the Committee from time to time for any particular purpose of the SERP. A participant shall not be entitled to any grandfathering of benefits in the event of any change in actuarial assumptions.

10.1     Plan Administration. The SERP is administered by the Committee. The
         Committee is responsible for the administration of the SERP and may
         also delegate certain administrative functions to other persons. The
         Committee possesses the sole and absolute discretionary authority to
         interpret and construe the provisions of the SERP, as well as to make
         all determinations under the SERP, such as eligibility, benefits,
         service credit and distributions. The Committee's interpretations and
         determinations are conclusive on all interested parties.

10.2     Claims Procedures. If a Participant's claim for benefits is denied (in
         whole or in part), he shall receive, within 90 days after receipt of
         the claim (180 if special circumstances apply), a written explanation
         from the Committee detailing the specific reasons for the denial, the
         specific references to the plan provisions on which the denial is
         based, a description of any additional information needed from him and
         why such information is required, and a description of the SERP's
         appeal procedures, including applicable time limits and a statement of
         his right to bring a civil action under Section 502(a) of ERISA.

         The Participant, or any person he may choose to represent him, may ask
         the Committee for a review of his denied claim within 60 days after his
         claim has been denied. The Participant's request, which must be in
         writing, should include the following information: The date the
         Participant submitted his original request for benefits, the specific
         portion of the denial notice that he wishes the Committee to review,
         the reason why he thinks his original request should be approved and
         any written material that he wishes the Committee to consider when
         reviewing his request. The Participant may also request that all
         documents, records and other information relevant to his claim be made
         available for his review. The Participant may submit information for
         review regardless of whether it was considered in the original claim
         review.

         The Committee or other named fiduciaries for appeals shall conduct a
         full and fair review of the claim and appeal and notify the Participant
         of its decision within 60 days (120 if special circumstances apply).
         That decision shall be in writing and shall include the specific
         reasons and the SERP references to the pertinent plan provisions on
         which the decision is based.

10.3     Committee Authority. The Committee shall have the authority to make,
         amend, interpret, and enforce all appropriate rules and regulations for
         the administration of the SERP and decide or resolve any and all
         questions including interpretations of the SERP, as provided under
         Section 10.1. A majority vote of the Committee members shall control
         any decision. Members of the Committee may be Participants under the
         SERP.

10.4     Agents. The Committee may, from time to time, employ other agents and
         delegate to them such administrative duties as it sees fit, and may
         from time to time consult with counsel who may be counsel to the
         Company.

10.5     Binding Effect of Decisions. The decision or action of the Committee in
         respect of any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.

                                      -18-

10.6     Indemnity of Committee. The Company shall indemnify and hold harmless
         the members of the Committee against any and all claims, loss, damage,
         expense or liability arising from any action or failure to act with
         respect to the Plan on account of such member's service on the
         Committee except in the case of gross negligence or willful misconduct.

10.7     Plan Financing. The Company and the Participating Affiliates are
         responsible for providing retirement benefits. All benefits payable
         under the Traditional SERP Benefit are paid from the general assets of
         a Participant's employer, whether the Company or a Participating
         Affiliate, and shall be a general unsecured claim of the employer. A
         trust, which is considered part of his employer's general assets, may
         be established to pay benefits for the Traditional SERP Benefit. In the
         event of a change in control, assets in the trust shall be used to pay
         his benefit. If the Participant's employer, whether the Company or a
         Participating Affiliate, therefore ever experiences bankruptcy or
         insolvency, he shall be an unsecured creditor thereof. His claim
         against the employer's assets shall be considered together with its
         other unsecured general creditors.

10.8     Unfunded Plan. The SERP is an unfunded plan maintained primarily to
         provide deferred compensation benefits for a select group of
         "management or highly compensated employees" within the meaning of
         Sections 201, 301, and 401 of the Employee Retirement Income Security
         Act of 1974, as amended ("ERISA"), and therefore is exempt from the
         provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the
         Company or Participating Affiliate may terminate the SERP and make no
         further benefit payments, or remove certain employees as Participants
         if it is determined by the United States Department of Labor, a court
         of competent jurisdiction, or an opinion of counsel that the SERP
         constitutes an employee pension benefit plan within the meaning of
         Section 3(2) of ERISA (as currently in effect or hereafter amended)
         which is not so exempt.

10.9     Company Obligation. The obligation to make benefit payments to any
         Participant under the SERP shall be an obligation solely of the Company
         or a Participating Affiliate with respect to the benefit receivable
         from the Company or a Participating Affiliate and shall not be an
         obligation of another company.

10.10    Unsecured General Creditor. A Participant and his beneficiaries shall
         have no legal or equitable rights, interest or claims in any property
         or assets of the Company or a Participating Affiliate, nor shall they
         be beneficiaries of, or have any rights, claims or interests in, any
         life insurance policies, annuity contracts or the proceeds therefrom
         owned or which may be acquired by the Company or a Participating
         Affiliate. Such policies or other assets shall not be held for the
         benefit of Participants and their beneficiaries, or held in any way as
         collateral security for the fulfilling of the obligations of the
         Company or a Participating Affiliate under the SERP. Any and all of the
         assets of the Company and a Participating Affiliate shall be, and
         remain, the general, unpledged, unrestricted assets thereof. The
         Company and Participating Affiliate's obligations under the SERP shall
         be that of an unfunded and unsecured promise to pay money in the
         future.

10.11    Trust Fund. The Company or a Participating Affiliate shall be
         responsible for the payment of all benefits provided under the SERP
         regarding a Participant employed by the Company or Participating
         Affiliate. At its discretion, the Company may establish one or more
         trusts, with such trustees as the Company may approve, for the purpose
         of providing for the payment of such benefits. Such trust or trusts may
         be irrevocable, but the assets thereof shall be subject to the claims
         of the Company or Participating Affiliate's creditors. To the extent
         any benefits provided under the SERP are actually paid from any such
         trust, the Company or Participating Affiliate shall have no further
         obligation with respect thereto, but to the extent not so paid, such
         benefits shall remain the obligation of, and shall be paid by, the
         Company or Participating Affiliate.

11.1     Amendment. The plan sponsor of the SERP is the Company, which has the
         right to terminate or amend the provisions of the SERP for any reason
         and at any time, including the reduction of accrued benefits and
         optional forms of payment under the SERP. Any amendment may provide
         different benefits or amounts of benefits from those set forth
         hereunder.

11.2     Termination, Suspension. The Company may, in its sole discretion,
         terminate or suspend the SERP at any time, in whole or in part,
         including the suspension of future benefits.

12.1     Nonassignability. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate or convey in
         advance of actual receipt the amounts, if any, payable under the SERP,
         or any part thereof, which are, and all rights to which are, expressly
         declared to be unassignable and nontransferable. No part of the amounts
         payable shall, prior to actual payment, be subject to seizure or
         sequestration for the payment of any debts, judgments, alimony or
         separate maintenance owed by the Participant or any other person, nor
         be transferable by operation of law in the event of the Participant's
         or any other person's bankruptcy or insolvency.

         However, if, as a result of a divorce, a Participant is responsible for
         child support, alimony, or marital property rights payments, his
         benefit under the SERP may be assigned to meet those payments, if a
         qualifying domestic relations order has been issued for the SERP, as
         approved by the Committee.

12.2     Protective Provisions. A Participant will cooperate with the Company by
         furnishing any and all information requested by the Company, in order
         to facilitate the payment of benefits hereunder and by taking such
         physical examinations as the Company may deem necessary and taking such
         other action as may be requested by the Company.

12.3     Gender and Number. Whenever any words are used herein in the masculine,
         they shall be construed as though they were used in the feminine and
         the neuter in all cases where they would so apply; and wherever any
         words are used herein in the singular or in the plural, they shall be
         construed as though they were used in the plural or the singular, as
         the case may be, in all cases where they would so apply.

12.4     Captions. The captions of the articles, sections and paragraphs of the
         SERP are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

12.5     Governing Law. The provisions of the SERP shall be construed and
         interpreted according to the laws of the State of Illinois, except to
         the extent preempted by ERISA.

12.6     Validity. In case any provision of the SERP shall be held illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but the SERP shall be construed and
         enforced as if such illegal and invalid provision had never been
         inserted herein.

12.7     Notice. Any notice or filing required or permitted to be given to the
         Committee under the SERP shall be sufficient if in writing and hand
         delivered, or sent by registered or certified mail to any member of the
         Committee or the Secretary of the Company. Such notice shall be deemed
         given as of the date of delivery or, if delivery is made by mail, as of
         the date shown on the postmark on the receipt for registration or
         certification. Mailed notice to the Committee shall be directed to the
         Company's address. Mailed notice to a Participant, eligible spouse,
         surviving spouse or beneficiary shall be directed to the individual's
         last known address in the Company's records.

12.8     Successors. The provisions of the SERP shall bind and inure to the
         benefit of the Company and its successors and assigns. The term
         successors as used herein shall include any corporate or

                                      -21-

         other business entity which shall, whether by merger, consolidation,
         purchase or otherwise, acquire all or substantially all of the business
         and assets of the Company or a Participating Affiliate, and successors
         of any such corporation or other business entity.

12.9     Withholding. The Company shall withhold from payments made hereunder to
         any Participant or beneficiary any taxes required to be withheld from
         such payments under federal, state or local law.

12.10    Payment to Guardian. If a SERP benefit is payable to a minor or a
         person declared incompetent or to a person incapable of handling the
         disposition of property, the Committee may direct payment of such SERP
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or person. The Committee may
         require proof of incompetency, minority, incapacity or guardianship as
         it may deem appropriate prior to distribution of the SERP benefit. Such
         distribution shall completely discharge the Company and Participating
         Affiliate from all liability with respect to such benefit.

12.11    Release. Notwithstanding any other provision of the SERP, payment of
         any benefit under the SERP to a Participant who becomes vested in such
         benefit pursuant to Section 5.3 before attaining age 60, and before his
         date of death, is conditioned upon the prior execution by such
         Participant of a release, in a form satisfactory to the Company,
         whereby the Participant fully releases the Company, all of its
         Affiliates, and all of their respective officers, employees, directors
         and agents, from any and all rights and claims that such Participant,
         or his heirs, representatives, successors and assigns, may at any time
         have with respect to the receipt of benefits under the SERP. No payment
         shall be made to any such Participant under the SERP until such fully
         executed release has been delivered by the Participant to the Company.

12.12    Miscellaneous Employment. The establishment of the SERP does not give a
         Participant the legal right to be continued as an employee. The Company
         or any Affiliate may terminate a Participant's employment whenever, in
         its judgment, it becomes necessary to do so, subject to the applicable
         terms of an employment agreement. Further, a Participant's eligibility
         or his right to benefits under the SERP should not be interpreted as
         any guarantee of employment.

         In the event that any lawsuit or any settlement thereof or any claim,
         or if any governmental agency, court or other governing body, requires
         the Company to reclassify the employment status of any individual who
         is excluded from participation under the SERP, such reclassified
         individual nevertheless shall not be considered an eligible employee or
         otherwise eligible for the SERP and, therefore, not be entitled to
         accrue benefits under the SERP as a result thereof.

                                      -22-

         IN WITNESS WHEREOF, Newell Operating Company has caused this instrument

to be executed by its duly authorized officer on this 6th day of May, 2004.

NEWELL OPERATING COMPANY

By: /s/ Dale L. Matschullat
        Vice President - General Counsel and
        Corporate Secretary

Dated: May 6, 2004

Exhibit 10.4

CONFIDENTIALITY, NON-COMPETITION
AND NON-SOLICITATION AGREEMENT

This Confidentiality, Non-Competition and Non-Solicitation Agreement ("Agreement") is made and entered into by and between Newell Rubbermaid, Inc. (the "Company") and Joseph Galli ("Employee").

WHEREAS, the Company is engaged in a highly competitive and diverse business;

WHEREAS, the Company creates, manufactures and/or markets a wide range of consumer and commercial products (hereinafter "Company's Business");

WHEREAS, the Company's products can be found in mass retailers, hardware and home center stores, warehouse clubs, supermarkets, drug stores, department stores, specialty stores, and distributors throughout the United States and the world;

WHEREAS, the Company has and will expend substantial amounts of time, money and efforts in developing, perfecting and maintaining its position in the market place;

WHEREAS, the Company has unique, confidential and proprietary business information, methods and techniques and trade secrets;

WHEREAS, Employee is the Chief Executive Officer ("CEO") of the Company and a member of the Company's Board of Directors. In his capacity as CEO, Employee is responsible for overseeing and managing all of the Company's domestic and international operations. In his capacity as CEO and a member of the Board of Directors, Employee has been and will be entrusted with and have access to the unique, confidential and proprietary business information, methods and techniques and trade secrets of the Company, including but not limited to the Company's business priorities and strategic plans, information about client relationships, financial information, marketing information, secret plans for current and new products and the integration of current and new products; and, initiatives to address the Company's competition;

WHEREAS, the Company desires to protect its legitimate business interests such that the information entrusted to Employee or which Employee has access to is used solely for the benefit of the Company and not in competition with or to the detriment of the Company; and

WHEREAS, the Company has offered Employee fifty thousand (50,000) shares of restricted stock in consideration for executing this Agreement; and

WHEREAS, Employee resides in Maryland.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, the receipt and sufficiency of which the parties hereby acknowledge as valuable consideration, the parties hereby agree as follows.

1. Consideration by the Company. Employee will receive fifty thousand (50,000) shares of restricted stock pursuant to the terms of the Company's 2003 Stock Plan, which terms are incorporated fully herein. Employee agrees that said restricted stock, his continued employment, salary and benefits, and other good and valuable consideration not discussed herein, are adequate and sufficient consideration for his promises set forth in this Agreement.

2. Trade Secrets and Confidential Information. Employee agrees that the Company is engaged in a highly competitive business. The Company's involvement in this business has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over a long period of time. As a result of these investments of money, skill and time, the Company has developed and will continue to develop certain valuable trade secrets and confidential information that are peculiar to the Company's business and the disclosure of which would cause the Company great and irreparable harm.

(a) The term "Trade Secrets" means any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known to the Company's competitors. To the fullest extent consistent with the foregoing, and otherwise lawful, Trade Secrets shall include, without limitation, information and documentation pertaining to the design, specifications, capacity, testing, installation, implementation and customizing techniques and procedures concerning the Company's present and future products and services.

(b) The term "Confidential Information" means any data or information and documentation which is valuable to the Company and not generally known to the public, including but not limited to: (i) Financial information, including but not limited to earnings, assets, debts, prices, fee structures, volumes of purchases or sales, or other financial data, whether relating to the Company generally, or to particular products, services, geographic areas, or time periods; (ii) Supply and service information, including but not limited to information concerning the goods and services utilized or purchased by the Company, the names and addresses of suppliers, terms of supplier service contracts, or of particular transactions, or related information about potential suppliers, to the extent that such information is not generally known to the public, and to the extent that the combination of suppliers or use of particular suppliers, though generally known or available, yields advantages to the Company the details of which are not generally known;
(iii) Marketing information, including but not limited to details about ongoing or proposed marketing programs or agreements by or on behalf of the Company, marketing forecasts, results of marketing efforts or information about impending transactions; (iv) Personnel information, including but not limited to employees' personal or medical histories, compensation or other terms of employment, actual or proposed promotions, hiring, resignations, disciplinary actions, terminations or reasons therefore, training methods, performance or other employee information; and (v) Customer information, including but not limited to any compilations of past, existing or prospective customers, customer proposals or agreements between customers and the Company, status of customer accounts or credit, or related information about actual or prospective customers.

3. Non-Disclosure of Trade Secrets and Confidential Information. The Employee agrees, except as specifically required in the performance of his duties for the

Company, that he will not, during the course of his employment by the Company and for so long thereafter as the pertinent information or documentation remain Trade Secrets, directly or indirectly use, disclose or disseminate to any other person, organization or entity or otherwise employ any Trade Secrets. The Employee further agrees except as specifically required in the performance of his duties for the Company, that he will not, during the course of his employment by the Company and for three (3) years after the cessation of that employment, disclose or disseminate to any other person, organization or entity or otherwise employ any Confidential Information. The obligations set forth herein shall not apply to any Trade Secrets or Confidential Information which shall have become generally known to competitors of the Company through no act or omission of the Employee.

4. Non-Competition and Non-Solicitation by Employee.

(a) Non-Competition. During Employee's employment with the Company and for a period of one (1) year after the cessation of that employment, Employee agrees that he will not, directly or indirectly, render Competitive Services to any person, firm or corporation that provides Competitive Products. This restriction is limited to the United States.

(b) Non-Solicitation of Customers and Suppliers. During Employee's employment with the Company and for a period of one (1) year after the cessation of that employment, Employee agrees that he will not directly or indirectly, individually or on behalf of any person or entity, solicit or induce, or assist in any manner in the solicitation or inducement of
(i) customers of the Company to purchase Competitive Products from another person or entity or not to do business with the Company; or (ii) suppliers of the Company to supply another person or entity providing Competitive Products to the exclusion or detriment of the Company. The restrictions contained in Section
(b) shall apply only to customers with whom Employee had contact for the purpose of providing products or services, and to suppliers with whom Employee had contact for the purpose of obtaining products or services.

(c) Non-Solicitation Employees. During Employee's employment with the Company and for a period of one (1) year after the cessation of that employment, Employee agrees that he will not directly or indirectly, individually or on behalf of any person or entity, solicit or induce, or assist in any manner in the solicitation or inducement of the employees of the Company, other than those in clerical or secretarial positions, to leave their employment with the Company, or any of its subsidiaries, affiliates, divisions or parent companies, and accept employment with another person or entity.

(d) Definitions. As used in this Agreement, "Competitive Services" means any and all services of the type that Employee provided to or on behalf of the Company during the last twelve (12) months of his employment with the Company, or services that would reasonably be expected to relate to his employment with the Company, or services that would reasonably be expected to relate to or make use of any of the Company's confidential, proprietary and/or trade secret information. "Competitive Products" means any product that is substantially similar to, is the functional equivalent of, or is intended to compete with, replace, or displace any product developed, produced, manufactured, marketed, branded or sold by the Company during Employee's employment with the Company.

(e) Reasonableness, Modification and Duration. Employee hereby acknowledges and agrees that: (i) the restrictions provided in
Section 2, 3 and 4 are reasonable in time and scope in light of the necessity for the protection of the business and good will of the Company and the consideration provided to Employee under this Agreement; (ii) his ability to work and earn a living will not be unreasonably restrained by the application of these restrictions; and (iii) if a court or arbitrator concludes that any covenants in Section 2, 3 and 4 are overbroad or unenforceable for any reason, the court or arbitrator shall modify the relevant provision to the least extent necessary and then enforce it as modified.

(f) Injunctive Relief. Employee recognizes and agrees that should he fail to comply with the restrictions set forth above regarding Non-Competition and/or Non-Solicitation, which restrictions are vital to the success of the Company's business, the Company would suffer irreparable harm for which there is no adequate remedy at law due to the impossibility of exact ascertainment of the damages. Therefore, Employee agrees that in the event of the breach or threatened breach by him of any of the terms and conditions of this Agreement, the Company shall be entitled to institute proceedings in federal or state court in Maryland to secure immediate injunctive relief. Within sixty (60) days of the grant or denial of injunctive relief from such court, the arbitrator designated in accordance with Section 6 shall independently determine whether injunctive relief should be issued pending final resolution of the matter. Employee additionally agrees that if he is found to have breached any covenant in this Agreement and is not enjoined from further violations, and if the arbitrator concludes the applicable covenants in Sections 2, 3 and 4 are enforceable, the applicable time periods in the covenants shall be tolled upon the filing of the arbitration until the dispute is finally resolved.

5. Governing Law; Exclusive Jurisdiction and Venue. This Agreement shall be construed under and governed by the laws of the State of Maryland without giving effect to choice or conflicts of law principles or rules. For purposes of obtaining court ordered injunctive relief as discussed in
Section 4, the parties irrevocably consent to the exclusive jurisdiction and venue of the state courts of Maryland and the federal courts of Maryland for any such action. All other claims must be arbitrated as discussed in Section 6.

6. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement shall be resolved in accordance with the then-current model employment arbitration procedures of the American Arbitration Association ("AAA") before an arbitrator who is licensed to practice law in the state in which the arbitration is convened. The arbitration shall take place in or near Baltimore, Maryland. Each party shall have the right to conduct depositions, serve written discovery, and subpoena witnesses and documents. At least thirty (30) days before the arbitration hearing, the parties must exchange a list of witnesses, including any expert reports, and copies of all exhibits intended to be used at the arbitration. The arbitration shall be final and binding upon the parties. Either party may bring an action under seal in court to compel arbitration and to enforce an arbitration award. The parties understand and acknowledge the importance of having the fact of such proceedings, and the proceedings themselves, remain confidential.

7. Other Agreements.

(a) Binding Effect and Assignment. This Agreement shall be binding on any successor to the Company, whether by merger, consolidation, acquisition of all or substantially all of the Company's assets or business or otherwise, as fully as if such successor were a signatory hereto. In the event of any such assignment, the assignee company shall succeed to all of the rights and obligations held by the Company under this Agreement.

(b) Severability. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be illegal, invalid or unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such provision or by its severance from this Agreement.

(c) Amendments and Waivers. This Agreement cannot be changed, modified or amended, and no provision or requirement hereof may be waived, without an agreement in writing signed by both parties. Any forfeiture of the restricted stock according to its terms will not affect the enforceability of the covenants contained in this Agreement.

(d) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof. Furthermore, there were and are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect among the parties.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement.

EMPLOYEE ACKNOWLEDGES BY SIGNING THIS AGREEMENT THAT HE HAS READ, UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS OF THIS AGREEMENT, PARTICULARLY INCLUDING, BUT NOT LIMITED TO, THE COVENANTS AS TO NON-COMPETITION AND NON-SOLICITATION BY EMPLOYEE. EMPLOYEE FURTHER ACKNOWLEDGES HE WAS AFFORDED SUFFICIENT OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE PRIOR TO EXECUTING THIS AGREEMENT.

EMPLOYEE THE COMPANY

/s/ Joseph Galli                         By:   /s/ Tim Jahnke
-------------------------------          ---------------------------------------
Joseph Galli                             Tim Jahnke

February 20,  2004                       Title:  Vice President, Human Resources
Date

                                                  February 18, 2004
                                                  Date