<PAGE>






                                                      SECOND QUARTER 1995

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549


                                -------------

                                  FORM 10-Q

              Quarterly Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934
             for the Quarterly Period Ended June 30, 1995      

    
                                -------------

                        Commission File Number 1-9608

                                 NEWELL CO.

             (Exact name of registrant as specified in its charter)


              DELAWARE                                36-3514169
   (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                 Identification No.)


                                Newell Center
                          29 East Stephenson Street
                       Freeport, Illinois  61032-0943
                  (Address of principal executive offices)
                                 (Zip Code)

                                (815)235-4171
            (Registrant's telephone number, including area code)


   Indicate by check mark whether the registrant (1) has filed all
   reports required to be filed by Section 13 or 15(d) of the Securities
   Exchange Act of 1934 during the preceding 12 months, and (2) has been
   subject to such filing requirements for the past 90 days.

   Yes  ___X___   No ______

   Number of shares of Common Stock outstanding 
   as of July 24, 1995:  158,199,352 

<PAGE>






   
<PAGE>     -2-


   PART I.  FINANCIAL INFORMATION


   Item 1.  Financial Statements
            --------------------
   
<TABLE>
   <CAPTION>
                              NEWELL CO. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF INCOME

                                            Three Months Ended          Six Months Ended
                                                  June 30,                 June 30,  
                                           --------------------       --------------------
                                              1995       1994            1995       1994
                                           ---------  ---------       ----------  --------
                                                 (In thousands, except per share data)
     <S>                                   <C>        <C>            <C>         <C>
     Net sales                             $ 621,331  $ 493,505       $1,177,910 $ 936,991
     Cost of products sold                   431,881    333,589          821,645   642,275
                                            --------   --------        ---------  -------- 

       GROSS INCOME                          189,450    159,916          356,265   294,716

     Selling, general and 
      administrative expenses                 88,371     74,729          181,791   151,772
                                            --------   --------        ---------  --------
       OPERATING INCOME                      101,079     85,187          174,474   142,944
     Nonoperating expenses (income):
       Interest expense                       12,387      6,325           24,225    11,786
       Other                                  (2,851)     2,222           (1,459)    2,012
                                            --------   --------        ---------  --------

       Net nonoperating expenses (income)      9,536      8,547           22,766    13,798
                                            --------   --------        ---------    ------

       INCOME BEFORE INCOME TAXES             91,543     76,640          151,708   129,146
     Income taxes                             36,617     32,657           60,683    53,659
                                            --------   --------        ---------  --------

       NET INCOME                          $  54,926  $  43,983       $   91,025 $  75,487
                                            ========   ========        =========  ========

     Earnings per share                    $    0.35  $    0.28       $     0.58 $    0.48
                                            ========   ========        =========  ========

     Dividends per share                   $    0.12  $    0.10       $     0.22 $    0.19
                                            ========   ========        =========  ========

     Weighted average shares                 158,020    157,785          157,962   157,733
                                            ========   ========        =========  ========

     </TABLE>

     See notes to consolidated financial statements.

<PAGE>






     
<PAGE>     -3-

     
<TABLE>
     <CAPTION>
                                                   NEWELL CO. AND SUBSIDIARIES
                                                   CONSOLIDATED BALANCE SHEETS

       
                                                          June 30,       December 31,
                                                            1995            1994
                                                        -------------    ------------
                                                          Unaudited
                                                               (In thousands)
     <S>                                                <C>            <C>
           ASSETS

     CURRENT ASSETS
       Cash and cash equivalents                        $   12,982     $    14,892
       Accounts receivable, net                            405,538         335,806
       Inventories                                         491,426         420,654
       Deferred income taxes                                78,144          90,063
       Prepaid expenses and other                           45,110          56,256
                                                         ---------       ---------

           TOTAL CURRENT ASSETS                          1,033,200         917,671

     MARKETABLE EQUITY SECURITIES                           46,692          64,740

     OTHER LONG-TERM INVESTMENTS                           186,849         183,372

     OTHER ASSETS                                          152,127         182,906

     PROPERTY, PLANT AND EQUIPMENT, NET                    479,239         454,597
      
     GOODWILL                                              682,308         684,990
                                                         ---------       ---------

           TOTAL ASSETS                                 $2,580,415      $2,488,276
                                                         =========       =========
     </TABLE>


     See notes to consolidated financial statements.

<PAGE>






     
<PAGE>     -4-

     
<TABLE>
     <CAPTION>
                                                   NEWELL CO. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS (CONT.) 


                                                           June 30,      December 31,
                                                            1995            1994
                                                        -------------   -------------
                                                          Unaudited
                                                               (In thousands)
     <S>                                                <C>            <C>
           LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES
       Notes payable                                    $  102,797      $  209,720 

       Accounts payable                                    107,024         112,269
       Accrued compensation                                 39,993          48,461
       Other accrued liabilities                           270,269         305,878
       Income taxes                                         40,554           8,271
       Current portion of long-term debt                    59,728          99,425
                                                         ---------       ---------

           TOTAL CURRENT LIABILITIES                       620,365         784,024

     LONG-TERM DEBT                                        604,489         408,986

     OTHER NONCURRENT LIABILITIES                          149,813         152,697
       
     DEFERRED INCOME TAXES                                  18,198          17,243

     STOCKHOLDERS' EQUITY
       Par value of common stock issued:                   158,199         157,844
         1995 - 158,199,352 shares
         1994 - 157,843,590 shares
       Additional paid-in capital                          181,582         175,352
       Retained earnings                                   845,142         788,862
       Net unrealized gain on securities                                    
        available for sale                                  11,942           9,868
       Cumulative translation adjustment                    (9,143)         (6,466)
       Treasury stock (at cost):                              (172)           (134)
         1995 - 7,998 shares
         1994 - 6,567 shares                             =========       =========
                                                     
           TOTAL STOCKHOLDERS' EQUITY                    1,187,550       1,125,326
                                                         ---------       ---------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $2,580,415      $2,488,276
                                                         =========       =========
     </TABLE>

     See notes to consolidated financial statements.

<PAGE>




     
<PAGE>     -5-

     
<TABLE>
     <CAPTION>
                                                   NEWELL CO. AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                             For the Six Months Ended  
                                                                  June 30,          
                                                            --------------------------
                                                               1995             1994 
                                                            ----------       ---------
                                                                     Unaudited
                                                                   (In thousands)
     <S>                                                     <C>            <C>
     OPERATING ACTIVITIES:
       Net Income                                            $  91,025       $  75,487
       Adjustments to Reconcile Net Income to Net
        Cash Provided by Operating Activities:
          Depreciation and amortization                         48,710          41,503
          Deferred income taxes                                (14,991)        (11,812)
          Net gain on marketable equity securities             (15,819)           (373)
          Write-off of investments                              16,000             -
          Other                                                 (3,567)         (1,365)
       Changes in current accounts, excluding the effects
        of acquisitions:
          Accounts receivable                                  (65,698)        (33,656)
          Inventories                                          (49,958)        (23,520) 
          Other current assets, accounts payable                                        
           accrued liabilities and other                        18,749         (19,607)  
                                                              --------        --------
        Net Cash Provided by Operating Activities               24,451          26,657 
                                                              --------        ---------
     INVESTING ACTIVITIES:
       Acquisitions                                            (41,742)            -
       Expenditures for property, plant and equipment          (41,309)        (26,489)
       Sale of marketable equity securities                     37,324           1,053
       Disposal of noncurrent assets and other                   3,380           3,627 
                                                              --------        --------
        Net Cash Used in Investing Activities                  (42,347)        (21,809)
                                                              --------        --------
     FINANCING ACTIVITIES:
       Proceeds from issuance of debt                           62,580         139,600 
       Proceeds from exercised stock options and other           3,429           2,166 
       Payments on notes payable and long-term debt            (15,278)       (118,267) 
       Cash dividends                                          (34,745)        (29,968)
                                                              --------        --------
        Net Cash Provided by (Used in) Financing Activities     15,986          (6,469)
                                                              --------        --------
     Decrease in Cash and Cash Equivalents                      (1,910)         (1,621)
     Cash and cash equivalents at beginning of year             14,892           2,866
                                                              --------        --------

     Cash and Cash Equivalents at End of Period              $  12,982       $   1,245
                                                              ========        ======== 
     </TABLE>

     See notes to consolidated financial statements. 
<PAGE>
 



   
<PAGE>     -6-

                         NEWELL CO. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Note 1 -  The condensed financial statements included herein have been
             prepared by the Company, without audit, pursuant to the
             rules and regulations of the Securities and Exchange
             Commission, and reflect all adjustments necessary to present
             a fair statement of the results for the periods reported,
             subject to normal recurring year-end audit adjustments, none
             of which is material. Certain information and footnote
             disclosures normally included in financial statements
             prepared in accordance with generally accepted accounting
             principles have been condensed or omitted pursuant to such
             rules and regulations, although the Company believes that
             the disclosures are adequate to make the information
             presented not misleading.  It is suggested that these
             condensed financial statements be read in conjunction with
             the financial statements and the notes thereto included in
             the Company's latest Annual Report on Form 10-K.
   
        
   Note 2 -  On August 29, 1994, the Company acquired Home Fashions, Inc.
             ("HFI"), a manufacturer and marketer of decorative window
             coverings, including vertical blinds and pleated shades. 
             The purchase price was $130.4 million in a cash.  HFI was
             combined with Levolor and together they are operated as a
             single entity called Levolor Home Fashions.  On October 18,
             1994, the Company acquired Faber-Castell Corporation, which
             is a leading maker and marketer of markers and writing
             instruments, including wood-cased pencils and rolling ball
             pens, whose products are marketed under the Eberhard Faber
             brand name ("Eberhard Faber").  The purchase price was
             $137.3 million in cash.  Eberhard Faber was combined with
             Sanford and together they are operated as a single entity
             called Sanford.  On November 30, 1994, the Company acquired
             the European consumer products business of Corning
             Incorporated ("Newell Europe").  This acquisition included
             Corning s consumer products manufacturing facilities in
             England, France and Germany, the European trademark rights
             and product lines for Pyrex, Pyroflam and Visions brands in
             Europe, the Middle East and Africa, and Corning s consumer
             distribution network throughout these areas (Pyrex and
             Visions are registered trademarks of Corning Incorporated). 
             Additionally, the Company became the distributor in Europe,
             the Middle East and Africa for Corning s U.S.-manufactured
             cookware and dinnerware brands.  The purchase price was
             $87.7 million in cash.  These transactions were accounted
             for as purchases; therefore, the results of operations for
             HFI, Eberhard Faber and Newell Europe are included in the
             accompanying consolidated financial statements since their
             respective dates of acquisition.  The cost of the 1994
             acquisitions was allocated on a preliminary basis to the
             fair market value of assets acquired and liabilities assumed
             and resulted in goodwill of approximately $159.2 million.

<PAGE>




   
<PAGE>     -7-

             The unaudited consolidated results of operations for the six
             months ended June 30, 1995 and 1994 on a pro forma basis, as
             though HFI, Eberhard Faber and Newell Europe each had been
             acquired on January 1, 1994 are as follows:

                                                    1995            1994
                                                    --------        -------- 
                                      (In millions, except per share data)

                      Net sales                      $1,211.3        $1,203.3
                      Net income                         89.4            73.0
                      Earnings per share                  0.57            0.46


     Note 3 -  Cash paid during the first six months for income taxes and
             interest was as follows:

                                                    Six Months Ended    
                                                        June 30,
                                                  -------------------------- 
                                                    1995              1994
                                                  --------          -------- 
                                                          (In millions)
                      Income taxes                     $ 37.0          $ 53.4
                      Interest                           25.5            13.9

     Note 4-   The components of inventories at the end of each period, net
             of the LIFO reserve, were as follows:

                                                    June 30,      December 31, 
                                                        1995            1994
                                                    ------------    -----------
                                                           (In millions)
                      Materials and supplies           $118.4          $ 81.7
                      Work in process                    77.2            98.9
                      Finished products                 295.8           240.1
                                                        -----           -----
                                                        $491.4          $420.7
                                                          =====           ===== 

     Note 5 -  Long-term marketable equity securities at the end of each
             period are summarized as follows:

                                                    June 30,      December 31, 
                                                        1995            1994
                                                    ------------    ----------- 
                                                           (In millions)
                      Aggregate market value           $ 46.7          $ 64.7
                      Aggregate cost                     26.8            48.3
                                                        -----           -----
                      Unrealized gain, net             $ 19.9          $ 16.4
                                                         =====           =====

                      During the six months ended June 30, 1995, the Company
             obtained proceeds of $37.3 million from the sale of long-

<PAGE>




   
<PAGE>     -8-

             term marketable equity securities and recorded a gain of
             $15.8 million on the sale.

   Note 6 -  Property, plant and equipment at the end of each period
             consisted of the following:

                                                    June 30,      December 31, 
                                                        1995            1994
                                                    -----------     ------------
                                                           (In millions)
                      Land                            $  12.4         $   9.6
                      Buildings and improvements        168.6           164.8
                      Machinery and equipment           541.5           515.8
                                                       ------          ------
                                                         722.5           690.2
                      Allowance for depreciation       (243.3)         (235.6)
                                                       ------          ------
                                                       $ 479.2         $ 454.6
                                                       ======          ======

     Note 7 -  Notes Payable at the end of each period consisted of the
             following:

                                                    June 30,      December 31, 
                                                        1995            1994
                                                    -----------     ------------
                                                           (In millions)
                      Commercial paper(short-term)     $    -         $ 117.1
                      Other notes payable               102.8            92.6 
                                                       $ 102.8         $ 209.7
                                                       ======          ======

     Note 8 -  Long-term debt at the end of each period consisted of the
             following:

                                                    June 30,      December 31, 
                                                        1995            1994
                                                    -----------     ------------
                                                           (In millions)
                      Medium-term notes               $ 198.0         $ 186.0
                      Commercial paper                  445.0           300.0
                      Other long-term debt               21.2            22.4
                                                         664.2           508.4
                      Current portion                   (59.7)          (99.4)
                                                       $ 604.5         $ 409.0
                                                       ======          ====== 

                      Commercial paper is classified as long-term since it is
             supported  by the revolving credit agreement discussed in
             the liquidity and capital resources section on page 14.

<PAGE>




   
<PAGE>     -9-

   PART I.  Item 2.

 
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                RESULTS OF OPERATIONS AND FINANCIAL CONDITION

   Results of Operations

   The following table sets forth for the periods indicated the items
   from the Consolidated Statements of Income as a percentage of net
   sales.
   
<TABLE>
   <CAPTION>
                                           Three Months Ended          Six Months Ended
                                                  June 30,                   June 30,   
                                           --------------------       --------------------
                                              1995       1994            1995       1994
                                           ---------  ---------       ---------  ---------
     <S>                                     <C>        <C>             <C>        <C>
     Net sales                               100.0%     100.0%          100.0%     100.0%
     Cost of products sold                    69.5       67.6            69.8       68.5
                                             -----      -----           -----      -----
       GROSS INCOME                           30.5       32.4            30.2       31.5

     Selling, general and
      administrative expenses                 14.2       15.1            15.4       16.2
                                             -----      -----           -----      -----
       OPERATING INCOME                       16.3       17.3            14.8       15.3
      
     Nonoperating expenses (income):

       Interest expense                        2.0        1.3             2.0        1.3
       Other                                  (0.4        0.5            (0.1)       0.2
                                             -----      -----           -----      -----
       Net nonoperating expenses (income)      1.6        1.8             1.9        1.5
                                             -----      -----           -----      -----
       INCOME BEFORE INCOME TAXES             14.7       15.5            12.9       13.8
      
     Income taxes                              5.9        6.6             5.2        5.7
                                             -----      -----           -----      -----
       NET INCOME                              8.8%       8.9%            7.7%       8.1%
                                             =====      =====           =====      =====
     </TABLE>


<PAGE>






   
<PAGE>     -10-

   Three Months Ended June 30, 1995 vs. Three Months Ended June 30, 1994
   ---------------------------------------------------------------------

   Net sales for the second quarter of 1995 were $621.3 million,
   representing an increase of $127.8 million or 25.9% from $493.5
   million in the comparable quarter of 1994.  Net sales for each of the
   Company's product groups were as follows, in millions:  
   
<TABLE>
   <CAPTION>
                                        1995          1994         $ Change    % Change
                                      --------      --------       --------    --------
     <S>                               <C>           <C>            <C>          <C>                                        
                
     Housewares                        $192.3        $156.0         $ 36.3       23.3% 
     Home Furnishings                   168.9         142.1           26.8       18.9% 
     Office Products                    165.7          98.9           66.8       67.5% 
     Hardware                            94.4          96.5           (2.1)      (2.2)%
                                        -----         -----          -----      
                                       $621.3        $493.5         $127.8       25.9%
                                        =====         =====          =====
     </TABLE>

     The overall increase in net sales was primarily attributable to sales
   growth of 2% from businesses owned more than two years, including
   immaterial acquisitions in 1995 of related businesses (core
   businesses), and the 1994 acquisitions of HFI, Eberhard Faber and
   Newell Europe.  The increase in Housewares sales was due primarily to
   the Newell Europe acquisition; the increase in Home Furnishings was
   due primarily to the HFI acquisition; the increase in Office Products
   was due to the Eberhard Faber acquisition and 10% sales growth from
   core businesses; and the decrease in Hardware was due to sluggish
   retail sales in the home center channel of trade.  The 2% overall
   sales growth from core businesses was lower than expected due to a
   sluggish retail environment.

   Gross income as a percent of net sales in the second quarter of 1995
   decreased to 30.5% from 32.4% in the comparable quarter of 1994.  The
   decrease was due primarily to low gross margins from the businesses
   acquired in 1994.

   Selling, general and administrative expenses ("SG&A") as a percent of
   net sales in the second quarter of 1995 were 14.2% versus 15.1% in the
   comparable quarter of 1994.  The decrease was due primarily to a
   reduction in SG&A at Goody and Lee/Rowan, a low level of SG&A at
   Eberhard Faber and no increases in spending by the core businesses as
   the result of cost controls.

   Operating income in the second quarter of 1995 was 16.3% of net sales
   or $101.1  million versus $85.2 million in the comparable quarter of
   1994.  The increase was primarily attributable to contributions from
   the 1993 and 1994 acquisitions.

   Net nonoperating expenses for 1995 were $9.5 million in the second
   quarter of 1995 versus $8.5 million in the comparable quarter of 1994. 
   The increase was primarily due to a $13.8 million charge resulting
   from the write-down in carrying value of a long-term foreign

<PAGE>






   
<PAGE>     -11-

   investment accounted for under the equity method.  During the current
   quarter, the Company initiated a plan to dispose of the foreign
   investment and has recorded it at the net realizable value.  Also
   contributing to the increase in nonoperating expenses was additional
   interest expense of $6.1 million resulting from the financing of the
   1994 acquisitions and a $1.5 payment received in 1994 from the
   settlement of a lawsuit.  These increases were partially offset by a
   $15.8 million gain recognized on the sale of a long-term marketable
   equity security, and a $5.0 million charge in 1994 incurred in
   connection with a plea agreement by a subsidiary of the Company with
   the U.S. government.

   For the second quarter, the effective tax rate was 40.0% in 1995 and
   42.6% in 1994. The effective tax rate would have been 40.0% in 1994,
   without giving effect to the $5.0 million charge discussed above.

   Net income for the second quarter of 1995 was $54.9 million,
   representing an increase of $10.9 million or 24.9% from the comparable
   quarter of 1994.  Earnings per share for the second quarter of 1995
   were up 25.0% to $0.35 versus $0.28 in the comparable quarter of 
   1994.  The increases in net income and earnings per share were
   primarily attributable to contributions from the 1994 acquisitions
   (net of interest expense) and the absence of the $5.0 million plea
   agreement in 1995.

<PAGE>






   
<PAGE>     -12-

   Six Months Ended June 30, 1995 vs. Six Months Ended June 30, 1994
   -----------------------------------------------------------------

   Net sales for the first six months of 1995 were $1,177.9 million,
   representing an increase of $240.9 million or 25.7% from $937.0
   million in the comparable period of 1994.  Net sales for each of the
   Company's product groups were as follows, in millions:  
   
<TABLE>
   <CAPTION>
                                      1995          1994         $ Change    % Change
                                      --------      --------       --------    --------
     <S>                             <C>             <C>            <C>          <C>
     Housewares                      $  368.2        $301.5         $ 66.7       22.1% 
     Home Furnishings                   334.8         286.6           48.2       16.8% 
     Office Products                    295.3         168.0          127.3       75.8%  
     Hardware                           179.6         180.9           (1.3)      (0.7)%
                                      -------         -----          -----       
                                     $1,177.9        $937.0         $240.9       25.7%  
                                      =======         =====          =====
     </TABLE>

     The overall increase in net sales was primarily attributable to sales
   growth of 3% from businesses owned more than two years, including
   immaterial acquisitions in 1995 of related businesses (core
   businesses), and the 1994 acquisitions of HFI, Eberhard Faber and
   Newell Europe.  The increase in Housewares sales was due primarily to
   the Newell Europe acquisition; the increase in Home Furnishings was
   due primarily to the HFI acquisition; the increase in Office Products
   was due to the Eberhard Faber acquisition and 17% sales growth from
   core businesses; and the decrease in Hardware was due to sluggish
   retail sales in the home center channel of trade.  The 3% overall
   sales growth from core businesses was lower than expected due to a
   sluggish retail environment.

   Gross income as a percent of net sales for the first six months of
   1995 decreased to 30.2% from 31.5% in the comparable period of 1994. 
   The decrease was due primarily to low gross margins from the
   businesses acquired in 1994. 

   Selling, general and administrative expenses as a percent of net sales
   for the first six months of 1995 were 15.4% versus 16.2% in the
   comparable period of 1994.  The decrease was due primarily to a
   reduction in SG&A at Goody and Lee/Rowan, a low level of SG&A at
   Eberhard Faber and no increases in spending by the core businesses as
   the result of cost controls.

   Operating income for the first six months of 1995 was 14.8% of net
   sales or $174.5  million versus $142.9 million in the comparable
   period of 1994.  The increase was attributable to improved
   profitability at the core businesses and contributions from the 1993
   and 1994 acquisitions.

   Net nonoperating expenses for 1995 were $22.8 million for the first
   six months of 1995 versus $13.8 million in the comparable period of
   1994.  The increase was primarily due to $16.0 million in write-downs
   of the long-term foreign investment discussed previously on page 10,

<PAGE>






   
<PAGE>     -13-

   and other intangibles.  Also contributing to the increase in
   nonoperating expenses were additional interest expense of $12.4
   million and incremental goodwill amortization of $2.0 million
   resulting from the 1994 acquisitions.  These increases were partially
   offset by a $2.2 million increase in equity earnings from American
   Tool Companies, Inc., in which the Company has a 47% ownership
   interest, as well as the $15.8 million long-term marketable equity
   security gain, the $5.0 million plea agreement and the $1.5 million
   lawsuit settlement also discussed on page 10.

   For the first six months, the effective tax rate was 40.0% in 1995 and
   41.5% in 1994. The effective tax rate would have been 40.0% in 1994,
   without giving effect to the $5.0 million charge discussed above.    

   Net income for the first six months of 1995 was $91.0 million,
   representing an increase of $15.5 million or 20.6% from the comparable
   period of 1994.  Earnings per share for the first six months of 1995
   were up 20.8% to $0.58 versus $0.48 in the comparable period of 1994. 
   The increases in net income and earnings per share were attributable
   to improved profitability at the core businesses, contributions from
   the 1993 and 1994 acquisitions and the absence of the $5.0 million
   plea agreement in 1995. 
<PAGE>
 





   
<PAGE>     -14-

   Liquidity and Capital Resources
   -------------------------------

   The Company s primary sources of liquidity and capital resources
   include cash provided from operations and use of available borrowing
   facilities.

   Operating activities provided net cash equal to $24.5 million during
   the first six months of 1995 versus $26.7 million in the comparable
   period of 1994.  

   The Company has foreign and domestic lines of credit with various
   banks and a commercial paper program which are available for short-
   term financing.  Under the line of credit arrangements, the Company
   may borrow up to $351.9 million (of which $248.5 million was available
   at June 30, 1995) based upon such terms as the Company and the
   respective banks have mutually agreed upon.    

   The Company has a shelf registration statement covering up to $500.0
   million of debt securities, of which $147.0 million was available for
   additional borrowings as of June 30, 1995.  Pursuant to the shelf
   registration, at June 30, 1995 the Company had outstanding $198.0
   million (principal amount) of medium-term notes with maturities
   ranging from one to ten years at an average rate of interest equal to
   6.6%.  

   In June 1995, the Company entered into a five-year $550.0 million
   revolving credit agreement and a $200.0 million, 364-day revolving
   credit agreement (and terminated its prior existing revolving credit
   agreements).  Under these agreements, the Company may borrow, repay
   and reborrow funds in an aggregate amount up to $750.0 million, at a
   floating interest rate.  At June 30, 1995, there were no borrowings
   under the revolving credit agreements.  

   In lieu of borrowings under the revolving credit agreements, the
   Company may issue up to $750.0 million of commercial paper.  The
   Company s revolving credit agreements referred to above provide the
   committed backup liquidity required to issue commercial paper. 
   Accordingly, commercial paper may only be issued up to the amount
   available under the Company s revolving credit agreements.  At June
   30, 1995, $445.0 million (face or principal amount) of commercial
   paper was outstanding, all of which was supported by the revolving
   credit agreements.  The entire amount is classified as long-term debt
   under the five-year revolving credit agreement.

   The Company s primary uses of liquidity and capital resources include
   capital expenditures, dividend payments and acquisitions.

   Capital expenditures were $41.3 and $26.5 million in the first six
   months of 1995 and 1994, respectively.

   The Company has paid regular cash dividends on its common stock since
   1947.  On May 11, 1995, the quarterly cash dividend was increased to
   $0.12 per share from the $0.10 per share that had been paid since May

<PAGE>






   
<PAGE>     -15-

   24, 1994.  Dividends paid in the first six months of 1995 and 1994
   were $34.7 and $30.0 million, respectively.

   Working capital at June 30, 1995, was $412.8 million compared to
   $133.6 million at December 31, 1994.  This change was due primarily to
   the classification of all commercial paper as long-term in connection
   with the new five-year revolving credit agreement and a substantial
   increase in receivables (resulting from the 1994 acquisitions as well
   as the peak selling season in Office Products) and inventories
   (resulting from the 1994 acquisitions as well as a sluggish first-half
   retail environment).  The current ratio at June 30, 1995 was 1.67:1
   compared to 1.17:1 at December 31, 1994.  The total debt to total
   capitalization was .39:1 at both June 30, 1995 and December 31, 1994.

   The Company believes that cash provided from operations and available
   borrowing facilities will continue to provide adequate support for the
   cash needs of existing businesses; however, certain events, such as
   significant acquisitions, could require additional external financing.

<PAGE>






   
<PAGE>     -16-


 
  PART II.  OTHER INFORMATION


   Item 6.   Exhibits and Reports on Form 8-K
                    --------------------------------

             a)   Exhibits:  

             3.1  Restated Certificate of Incorporation of Newell Co., as
                  amended as of May 10, 1995

             3.2  By-laws of Newell Co., as amended through February 6,
                  1995

             10.1 364-Day Credit Agreement dated as of June 12, 1995
                  among the Company, certain of its affiliates, The Chase
                  Manhattan Bank (National Association), as Agent, and
                  the banks whose names appear on the signature pages
                  thereto.

             10.2 Five Year Credit Agreement dated as of June 12, 1995
                  among the Company, certain of its affiliates, The Chase
                  Manhattan Bank (National Association), as Agent, and
                  the banks whose names appear on the signature pages
                  thereto.

             27   Financial Data Schedule
                        
             b)   Reports on Form 8-K:  None

<PAGE>






   
<PAGE>     -17-


                                 SIGNATURES


   Pursuant to the requirements of the Securities Exchange Act of 1934,
   the Registrant has duly caused this report to be signed on its behalf
   by the undersigned thereunto duly authorized.

                                        NEWELL CO. 


   Date   August 4, 1995                /s/ William T. Alldredge
        ------------------              ---------------------------------
                                        William T. Alldredge
                                        Vice President - Finance



   Date   August 4, 1995                /s/ Brett E. Gries
        ------------------              ---------------------------------
                                        Brett E. Gries
                                        Vice President - Accounting & Tax
     



                                                                   EXHIBIT 3.1

     Filed May 18, 1987 at 3:00 p.m.
     Delaware Secretary of State


                         RESTATED CERTIFICATE OF INCORPORATION
                                          OF
                                    NEW NEWELL CO.

          NEW NEWELL  CO., a corporation  organized and existing  under the
     laws of the State of Delaware, hereby certifies as follows:

               1.   The  name of  the corporation  is  NEW NEWELL  CO. (the
          "Corporation").   The date  of filing the  Corporation's original
          Certificate of Incorporation  with the Secretary of  State of the
          State of Delaware was February 23, 1987.

               2.   The  text of  the Certificate  of Incorporation  of the
          Corporation as amended or supplemented heretofore and herewith is
          hereby restated to read as herein set forth in full:

          FIRST:  the name of the Corporation is NEW NEWELL CO.

          SECOND:   The address of  the Corporation's registered  office in
     the State of Delaware  is 229 South State Street in the City of Dover,
     County of Kent.   The name  of the Corporation's  registered agent  at
     such address is United States Corporation Company.

          THIRD:  The purpose of the Corporation is to engage in any lawful
     act  or activity  for which  corporations may  be organized  under the
     General Corporation Law of Delaware.

          FOURTH:  The total  number of shares which the  Corporation shall
     have authority to issue is 56,000,000, consisting of 50,000,000
 shares
     of  Common Stock  of the par  value of  $1.00 per  share and 6,000,000
     shares  of Preferred  Stock, consisting  of 10,000 shares  without par
     value and  5,990,000 shares of the par value of  $1.00 per share.  The
     designations  and   the  powers,  preferences  and   rights,  and  the
     qualifications, limitations  and restrictions thereof, of  each of the
     classes of stock of the Corporation are as follows:

          A.   Common Stock.  Each holder of Common Stock shall be entitled
     to one (1) vote for each such share of Common Stock.

          B.   Preferred Stock.  The  Preferred Stock shall be issued  from
     time  to time  in  one or  more series  with  such distinctive  serial
     designations and (a) may have such voting powers,  full or limited, or
     may be without voting powers; (b) may be subject to redemption at such
     time or  times and  at such price  or prices; (c)  may be  entitled to
     receive  dividends (which may be  cumulative or noncumulative) at such
     rate or rates,  on such conditions, and at such  times, and payable in
     preference to, or  in such relation to,  the dividends payable on  any

<PAGE>



   
<PAGE>     -19-

     other  class or classes  of stock; (d)  may have such  rights upon the
     dissolution  of,  or  upon any  distribution  of  the  assets of,  the
     Corporation; (e)  may be made  convertible into, or  exchangeable for,
     shares  of any other class  or classes or  of any other  series of the
     same or any  other class or  classes of stock  of the Corporation,  at
     such  price or  prices or  at  such rates  of exchange  and with  such
     adjustments; and  (f) shall  have such other  relative, participating,
     optional  or  other  special rights,  qualifications,  limitations  or
     restrictions thereof, all as  shall hereafter be stated and  expressed
     in  the  resolution or  resolutions providing  for  the issue  of such
     Preferred Stock  from time to time  adopted by the  Board of Directors
     pursuant to authority so to do which is hereby expressly vested in the
     Board.

          C.   Increase  in Authorized  Shares.   The number  of authorized
     shares of  any class of stock  of the Corporation may  be increased by
     the affirmative  vote of  a majority of  the stock of  the Corporation
     entitled to vote thereon, without a vote by class or by series.

          FIFTH:   The name and mailing  address of the incorporator of the
     Corporation is as follows:

                           Name                      Address
                ------------------------   -------------------------

                Lori E. Simon . . . . . .  Schiff Hardin & Waite
                                           7200 Sears Tower
                                           Chicago, Illinois 60606

          SIXTH:   A.  The Board  of Directors shall be  divided into three
     classes (which  at all  times shall  be as nearly  equal in  number as
     possible).   The initial term of office of the first class ("Class I")
     shall expire at the  1988 annual meeting of stockholders,  the initial
     term of  office of the second  class ("Class II") shall  expire at the
     1989 annual meeting of stockholders, and the initial term of office of
     the third class ("Class  III") shall expire at the 1990 annual meeting
     of stockholders.   At each  annual meeting  of stockholders  following
     such  initial  classification,  directors  elected  to  succeed  those
     directors whose terms expire shall be elected for a term  of office to
     expire at  the third succeeding  annual meeting of  stockholders after
     their election.   The  foregoing notwithstanding, each  director shall
     serve  until his successor shall have been duly elected and qualified,
     unless he shall  cease to  serve by  reason of  death, resignation  or
     other cause.  If the  number of directors is changed, any  increase or
     decease shall be  apportioned among the classes so  as to maintain the
     number of directors in each class  as nearly equal as possible, but in
     no case shall a decrease  in the number of directors shorten  the term
     of any incumbent director.

<PAGE>



   
<PAGE>     -20-

          B.   The business and affairs of the Corporation shall be managed
     by or under the direction of the  Board of Directors, and the Board of
     Directors  shall  determine  the  rights, powers,  duties,  rules  and
     procedures that shall  affect the power  of the Board of  Directors to
     manage and direct the business and affairs of the Corporation.

          C.   Newly created  directorships resulting from  any increase in
     the authorized number  of directors or any  vacancies in the Board  of
     Directors resulting  from death,  resignation or  other  cause may  be
     filled only by a majority vote of the directors then in office, though
     less than a quorum, or by a sole remaining director.  Any  director so
     chosen shall hold office for a  term expiring at the annual meeting of
     stockholders at which the term of office of the  class to which he has
     been elected expires.

          D.   The  provisions  set forth  in paragraphs  A  and C  of this
     Article SIXTH are subject to the rights of the holders of any class or
     series  of stock  having  a preference  over the  Common  Stock as  to
     dividends  or upon  liquidation  to elect  additional directors  under
     specified circumstances as set  forth in this Restated  Certificate of
     Incorporation  or in a resolution  providing for the  issuance of such
     stock adopted by the  Board of Directors pursuant to  authority vested
     in it by this Restated Certificate of Incorporation.

          E.   In  addition to the voting requirements imposed by law or by
     any  other provision  of this  Restated Certificate  of Incorporation,
     this  Article SIXTH  may not  be amended, altered  or repealed  in any
     respect, nor may any provision inconsistent with this Article SIXTH be
     adopted, unless such action is approved by the affirmative vote of the
     holders  of at least 75%  of the total  voting power of  all shares of
     stock of the Corporation entitled to vote in the election of directors
     generally, considered for purposes of this Article SIXTH as one class.

          SEVENTH:   In  furtherance and  not in  limitation of  the powers
     conferred by  statute, the Board of Directors  is expressly authorized
     to make, alter or repeal the By-Laws of the Corporation.

          EIGHTH:   A.  Subject to  the rights of  holders of any  class or
     series  of stock  having a  preference  over the  Common  Stock as  to
     dividends  or upon  liquidation  to elect  additional directors  under
     specified  circumstances as set forth  in this Restated Certificate of
     Incorporation  or in a resolution  providing for the  issuance of such
     stock adopted by the  Board of Directors pursuant to  authority vested
     in it  by this Restated Certificate of  Incorporation, nominations for
     the election of directors may be made by the Board of Directors or  by
     a committee appointed by the Board of Directors, or by any stockholder
     entitled  to vote in the election of directors generally provided that
     such stockholder has given actual written notice of such stockholders'
     intent  to make such nomination or nominations to the Secretary of the 

<PAGE>



   
<PAGE>     -21-

     Corporation not  later than (1) with respect to an election to be held
     at an annual meeting of stockholders, 90 days prior to the anniversary
     date of the immediately preceding annual meeting of  stockholders, and
     (2)  with respect to an  election to be  held at a  special meeting of
     stockholders for the election  of directors, the close of  business on
     the seventh day following (a) the date on which notice of such meeting
     is  first given  to  stockholders  or (b)  the  date  on which  public
     disclosure of such meeting is made, whichever is earlier. 

          B.  Each such  notice shall set forth:  (1)  the name and address
     of  the stockholder  who intends  to make  the  nomination and  of the
     person or  persons to  be nominated;  (2)   a representation that  the
     stockholder is a holder of record of stock of the Corporation entitled
     to vote at such meeting and intends to appear in person or by proxy at
     the meeting to nominate the person or persons specified in the notice;
     (3) a description of all arrangements or  understandings involving any
     two or  more of  the stockholders,  each such  nominee  and any  other
     person  or persons (naming such  person or persons)  pursuant to which
     the nomination or  nominations are to  be made  by the stockholder  or
     relating to the  Corporation or  its securities or  to such  nominee's
     service as a director if elected; (4) such other information regarding
     each nominee proposed by such  stockholder as would be required  to be
     included in a proxy statement filed pursuant to the proxy rules of the
     Securities and Exchange  Commission had the nominee been nominated, or
     intended to  be  nominated, by  the Board  of Directors;  and (5)  the
     consent  of each nominee to serve as  a director of the Corporation if
     so  elected. The chairman of the meeting may refuse to acknowledge the
     nomination of any  person not  made in compliance  with the  foregoing
     procedure.

       C.  In addition to  the voting requirements imposed by law  or by
     any  other provision  of this  Restated Certificate  of Incorporation,
     this  Article EIGHTH  may not be  amended, altered or  repealed in any
     respect, nor may any provision  inconsistent with this Article  EIGHTH
     be adopted, unless such action is  approved by the affirmative vote of
     the holders of at  least 75% of the total voting  powers of all shares
     of  stock  of the  Corporation  entitled to  vote  in the  election of
     directors generally, considered for purposes of this Article EIGHTH as
     one class.

          NINTH:  A.     Any action  required or  permitted to be  taken by
     the stockholders of the Corporation must be effected at  a duly called
     annual or special meeting  of stockholders of the Corporation  and may
     not be effected by any consent in writing by such stockholders.

          B.  In addition to  the voting requirements imposed by law  or by
     any  other provision  of this  Restated Certificate  of Incorporation,
     this  Article NINTH  may not be  amended, altered  or repealed  in any
     respect, nor may any provision inconsistent with this Article NINTH be

<PAGE>



   
<PAGE>     -22-

     adopted, unless such action is approved by the affirmative vote of the
     holders of  at least 75%  of the total voting  power of all  shares of
     stock of the Corporation entitled to vote in the election of directors
     generally, considered for purposes of this Article NINTH as one class.

          TENTH:   A.  Notwithstanding any other provision of this Restated
     Certificate of Incorporation and in  addition to any affirmative  vote
     which may  be otherwise  required,  no Business  Combination shall  be
     effected or consummated except as expressly provided in paragraph B of
     this Article TENTH, unless such Business Combination has been approved
     by the  affirmative vote of the holders of at  least 75% of the Voting
     Shares. 

          B.   The  provisions of  Article  TENTH shall  not apply  to  any
     Business Combination if:

               1.   The  Business  Combination  has  been   approved  by  a
          resolution adopted by a majority of those members of the Board of
          Directors who  are not Interested  Directors with respect  to the
          Business Combination; or 

               2.   All  of the following conditions have been met: (a) the
          aggregate  amount of the cash and the  Fair Market Value of Other
          Consideration  to be received for  each share of  Common Stock in
          the  Business Combination by holders thereof is not less than the
          higher  of:   (i)  the highest  per  share price  (including  any
          brokerage commissions, transfer  taxes, soliciting dealer's fees,
          dealer-management  compensation  and  similar  expenses)  paid or
          payable by an Interested  Party with an interest in  the Business
          Combination  to acquire  beneficial  ownership of  any shares  of
          Common  Stock within the two-year period immediately prior to the
          first public  announcement of  the proposed Business  Combination
          (the "Announcement Date"),  or (ii) the highest  market price per
          share  of the Common  Stock on the   Announcement Date  or on the
          date on which  the Interested Party  became an Interested  Party,
          whichever  is higher; (b) the consideration to be received in the
          Business Combination  by holders  of Common  Stock other  than an
          Interested  Party with  an interest  in the  Business Combination
          shall be either in cash or in the same form used by an Interested
          Party with an interest in the Business Combination to acquire the
          largest  number  of  shares  of  Common  Stock  acquired  by  all
          Interested Parties  with an interest in  the Business Combination
          from one or  more persons who are not  Interested Parties with an
          interest  in the Business Combination; and (c) at the record date
          for  the determination  of stockholders  entitled to vote  on the
          proposed  Business  Combination,  there  shall  be  one  or  more
          directors  of the  Corporation who  are not  Interested Directors
          with respect to the Business Combination.  

<PAGE>



   
<PAGE>     -23-

           C.  For purposes of this Article TENTH.

               1.   An "Associate"  of a specified  person is  (a) a person
          that, directly or  indirectly (i) controls, is controlled  by, or
          is under common control  with, the specified person, (ii)  is the
          beneficial  owner of  10% or  more  of any  class  of the  equity
          securities of the  specified person, or (iii) has 10%  or more of
          any class  of its equity securities  beneficially owned, directly
          or  indirectly, by  the specified  person; (b) any  person (other
          than  the Corporation  or a  Subsidiary) of  which the  specified
          person is an officer, director, partner or other official and any
          officer,  director, partner  or other  official of  the specified
          person; (c) any  trust or  estate in which  the specified  person
          serves  as trustee  or in  a similar  fiduciary capacity,  or any
          trustee or similar fiduciary of the specified person; and (d) any
          relative  or spouse who has the same home as the specified person
          or who  is an officer or  director of any person  (other than the
          Corporation   or   a   Subsidiary),   directly   or   indirectly,
          controlling,  controlled  by or  under  common  control with  the
          specified person.  No director of the Corporation, however, shall
          be  deemed  to  be an  Associate  of any  other  director  of the
          Corporation  by  reason  of such  service  as  a  director or  by
          concurrence in any action of the Board of Directors.

               2.   "Beneficial Ownership"  of any  Voting Shares  shall be
          determined pursuant  to Rule 13d-3 under  the Securities Exchange
          Act  of 1934 as in effect on the date on which this Article TENTH
          is  approved by  the stockholders  of the  Corporation, provided,
          however,  that a  person shall  in any  event, be  the beneficial
          owner of any Voting Shares; (a) which such person, or any of such
          person's  Associates, beneficially owns,  directly or indirectly;
          (b)  which  such person  or  any  of  such  person's  Associates,
          directly or  indirectly, (i)  has the  right to  acquire (whether
          such right is exercisable immediately  or only after the  passage
          of time) pursuant to any agreement, arrangement or understanding;
          or  upon  the exercise  of  conversion  rights, exchange  rights,
          warrants or options; or pursuant to the power to revoke  a trust,
          discretionary account or other arrangement; or (ii) has or shares
          the power,  or has  the right to  acquire (whether such  right is
          exercisable  immediately or only  after the passage  of time) the
          exclusive or shared power, to vote or direct the vote pursuant to
          any  agreement, arrangement,  relationship  or understanding;  or
          pursuant to the power to revoke a trust, discretionary account or
          other arrangement; or (c)  which are beneficially owned, directly
          or  indirectly, by  any  other  person  with  which  such  first-
          mentioned  person or  any of  its Associates  has any  agreement,
          arrangement  or  understanding,  or  is acting  in  concert  with
          respect to acquiring, holding, voting or disposing of  any Voting
          Shares; provided,  however, that  no director of  the Corporation

<PAGE>



   
<PAGE>     -24-

          shall  be deemed to be acting in  concert with any other director
          of the Corporation by reason of such service as a  director or by
          concurrence in any action of the Board of Directors.

               3.   "Business Combination"  shall mean:  (a) any merger  or
          consolidation of the  Corporation or any Subsidiary  with or into
          any Interested Party or any Associate or an Interested Party; (b)
          any sale,  lease, exchange,  mortgage, pledge, transfer  or other
          disposition (in one or  a series of related transactions)  of all
          or  any  Substantial  Part  of the  Consolidated  Assets  of  the
          Corporation to or with  any Interested Party or any  Associate of
          an Interested  Party; (c) any issuance,  sale, exchange, transfer
          or other disposition by the Corporation or any Subsidiary (in one
          or a series  of related  transactions) of any  securities of  the
          Corporation  or any Subsidiary to or with any Interested Party or
          any Associate of an Interested Party; or (d) any spin-off, split-
          up, reclassification of  securities (including any reverse  stock
          split),   recapitalization,    reorganization,   liquidation   or
          dissolution of the  Corporation with any Subsidiary  or any other
          transaction involving the Corporation  or any Subsidiary (whether
          or  not with or otherwise involving an Interested Party) that has
          the   effect,  directly   or   indirectly,   of  increasing   the
          proportionate interest  of any Interested Party  or any Associate
          of an Interested Party in the  equity securities or assets of the
          Corporation or any Subsidiary.

               4.  "Fair Market Value" means: (a) in the case of stock, the
          average closing  sale price during the  30-day period immediately
          preceding the  date in question of  a share of such  stock on the
          Composite Tape for the New York Stock Exchange Listed Stocks, or,
          if such stock is not quoted on the Composite Tape on the New York
          Stock Exchange, or, if such stock is not listed on such exchange,
          on the  principal  United States  securities exchange  registered
          under the Securities Exchange  Act of 1934 on which such stock is
          listed, or, if such stock is not listed on any such exchange, the
          average closing bid  quotation with  respect to a  share of  such
          stock during the 30-day period  immediately preceding the date in
          question on the National  Association of Securities Dealers, Inc.
          Automated Quotation  System or any  system then in  use, provided
          that, if  no such  prices or  quotations are  available, or  if a
          majority of those members  of the Board of Directors who  are not
          Interested  Directors with  respect  to the  Business Combination
          determine  that such prices  or quotations do  not represent fair
          market  value, the  Fair  Market Value  of  such stock  shall  be
          determined  pursuant to clause (b) below; and  (b) in the case of
          property other than cash or  stock, or in the case of stock as to
          which  Fair Market Value is not determined pursuant to clause (a)
          above,  the  Fair  Market  Value  on  the  date  in  question  as
          determined  by  a  majority of  those  members  of  the Board  of

<PAGE>



   
<PAGE>     -25-

          Directors who  are not Interested  Directors with respect  to the
          Business  Combination.   In  making any  such determination,  the
          Board of Directors may, but shall not be  required to, engage the
          services of an Investing Banking Firm.

               5.   "Interested Director" shall  mean each director  of the
          Corporation who (a) is an Interested  Party or an Associate of an
          Interested  Party;  (b) has  an  Associate who  is  an Interested
          Party; (c) was nominated or proposed to be elected  as a director
          of the Corporation  by an Interested Party or  an Associate of an
          Interested Party; or (d) is, or has been nominated or proposed to
          be  elected as, an officer, director or employee of an Interested
          Party or of an Associate of an Interested Party.

               6.   "Interested Party"  shall mean  any person  (other than
          the  Corporation or a  Subsidiary) that is  the beneficial owner,
          directly or indirectly, of 5% or more of the Voting Shares (a) in
          connection with determining the  required vote by stockholders on
          any Business Combination, as  of any of the following  dates: the
          record  date for  the determination  of stockholders  entitled to
          notice  of or to vote on such Business Combination or immediately
          prior to the consummation of any such Business Combination or the
          adoption  by the Corporation of any plan or proposal with respect
          thereto; (b) in connection with  determining the required vote by
          stockholders  on  any  amendment,  alteration or  repeal  of,  or
          adoption  of a  provision inconsistent  with, this  Article TENTH
          pursuant to paragraph E  of this Article TENTH, as  of the record
          date for the determination of stockholders entitled to notice and
          to  vote on  such amendment,  alteration, repeal  or inconsistent
          provision;  and  (c) in  connection  with  determining whether  a
          director  is   an  "Interested   Director"  in  respect   of  any
          determination  made  by  the   Board  of  Directors  pursuant  to
          paragraph D  of this Article TENTH,  as of the date  at which the
          vote on such recommendation or determination is being undertaken,
          or as close as is reasonably practicable to such date.

               7.   An "Investment Banking  Firm" shall mean  an investment
          banking firm that  has not  previously been  associated with  any
          Interested Party  with an  interest in the  Business Combination,
          which  is  selected  by  a  majority  of  the  directors  of  the
          Corporation who are  not Interested Directors with respect to the
          Business Combination, engaged solely on  behalf of the holders of
          Common  Stock other than  Interested Parties with  an interest in
          the  Business  Combination, and  paid  a reasonable  fee  for its
          services.

               8.   "Other    Consideration"    shall   include    (without
          limitation)  Common Stock  and/or  any other  class or  series of
          stock  of  the  Corporation   retained  by  stockholders  of  the

<PAGE>



   
<PAGE>     -26-

          Corporation in the event  of a Business Combination in  which the
          Corporation is the surviving corporation.

               9.   A  "Person"  shall  include  (without  limitation)  any
          natural person, corporation, partnership, trust or  other entity,
          organization or association, or any two or more persons acting in
          concert or as a syndicate, joint venture or group.

               10.  "Subsidiary"  shall  mean any  corporation  of which  a
          majority  of any class of equity securities is owned, directly or
          indirectly,  by the  Corporation;  provided,  however,  that  for
          purposes  of  paragraph  C.6  of  this  Article  TENTH, the  term
          "Subsidiary" shall mean only a corporation of which a majority of
          each class of equity securities is owned, directly or indirectly,
          by the Corporation.

               11.  "Substantial Part of  the Consolidated  Assets" of  the
          Corporation  shall  mean assets  of  the  Corporation and/or  any
          Subsidiary  having a  book value  (determined in  accordance with
          generally accepted accounting principles) in excess of 10% of the
          book  value (determined  in  accordance with  generally  accepted
          accounting principles)  of the  total consolidated assets  of the
          Corporation and  all  Subsidiaries  which  are  consolidated  for
          public  financial reporting  purposes,  at the  end  of its  most
          recent quarterly  fiscal  period ending  prior  to the  time  the
          determination   is  made  for   which  financial  information  is
          available.

               12.  "Voting Shares"  shall mean  the outstanding  shares of
          all classes of stock of the Corporation  entitled to vote for the
          election of directors generally,  considered for purposes of this
          Article TENTH as one class.  "Voting Shares" shall include shares
          deemed  owned  by any  Interested Party  or  any Associate  of an
          Interested  Party through  application of  paragraph C.2  of this
          Article TENTH, but shall  not include any other shares  which may
          be  issuable based upon a  right to acquire  such shares (whether
          such right is  exercisable immediately or only  after the passage
          of time) pursuant to any agreement, arrangement or understanding,
          or  upon  the exercise  of  conversion  rights, exchange  rights,
          warrants or options, or pursuant to  the power to revoke a trust,
          discretionary account, or other arrangement or otherwise.

          D.   A  majority of those members  of the Board  of Directors who
     are not Interested Directors with respect to the Business  Combination
     shall have  the power  and duty  to interpret  the provisions of  this
     Article TENTH  and to make  all determinations  to be made  under this
     Article  TENTH.   Any  such interpretation  or determination  shall be
     conclusive and binding for all purposes of this Article TENTH.

<PAGE>



   
<PAGE>     -27-

          E.   In  addition to the voting requirements imposed by law or by
     any other provision of this Restated Certificate of Incorporation, the
     provisions set forth in this Article TENTH may not be amended, altered
     or  repealed in any respect,  nor may any  provision inconsistent with
     this Article TENTH be  adopted, unless such action is  approved by the
     affirmative vote of the holders of at least 75% of the Voting Shares.

          F.   Nothing contained  in this Article TENTH  shall be construed
     to relieve  any Interested Party from any fiduciary obligation imposed
     by law.

          ELEVENTH:    Except  as   otherwise  provided  in  this  Restated
     Certificate  of  Incorporation,  the  Board of  Directors  shall  have
     authority to authorize  the issuance,  from time to  time without  any
     vote or  other action  by the  stockholders, of any  or all  shares of
     stock  of the  Corporation of  any class at  any time  authorized, any
     securities  convertible into  or exchangeable for  any such  shares so
     authorized, and  any warrant, option  or right to  purchase, subscribe
     for or otherwise  acquire, shares of stock  of the Corporation of  any
     class at any  time authorized, in  each case to  such persons and  for
     such consideration and on  such terms as  the Board of Directors  from
     time to  time  in its  discretion  lawfully may  determine;  provided,
     however, that the consideration for the issuance of shares of stock of
     the  corporation having  par value  shall not  be less  than such  par
     value.   Stock so issued, for which the consideration has been paid to
     the Corporation, shall  be fully paid  stock, and the holders  of such
     stock shall not be liable to any further call or assessments thereon.

          TWELFTH:   No holder of stock of  any class of the Corporation or
     of any security convertible  into, or of any warrant, option  or right
     to purchase, subscribe for or otherwise acquire, stock of any class of
     the  Corporation, whether now or  hereafter authorized, shall, as such
     holder, have  any pre-emptive right whatsoever  to purchase, subscribe
     for or otherwise acquire, stock of any class of the Corporation or any
     security  convertible  into,  or  any  warrant,  option  or  right  to
     purchase,  subscribe for or otherwise  acquire, stock of  any class of
     the Corporation, whether now or hereafter authorized.

          THIRTEENTH:     Anything   herein  contained   to   the  contrary
     notwithstanding, any and all  right, title, interest, and claim  in or
     to  any  dividends declared,  or  other  distributions  made,  by  the
     Corporation, whether in cash, stock  or otherwise, which are unclaimed
     by the stockholder entitled  thereto for a  period of six years  after
     the close of business on  the payment date, shall be and  be deemed to
     be extinguished and abandoned;  and such unclaimed dividends or  other
     distributions  in  the possession  of  the  Corporation, its  transfer
     agents or other agents or depositaries, shall at  such time become the
     absolute property of  the Corporation, free  and clear of any  and all
     claims of any persons whatsoever.

<PAGE>



   
<PAGE>     -28-

          FOURTEENTH:  A.   The Corporation shall indemnify any  person who
     was  or  is a  party  or is  threatened  to  be made  a  party to  any
     threatened, pending  or completed action, suit  or proceeding, whether
     civil, criminal, administrative or investigative (other than an action
     by or in the right of  the Corporation) by reason of the fact  that he
     is  or  was or  has agreed  to  become a  director or  officer  of the
     Corporation,  or  is or  was serving  or has  agreed  to serve  at the
     request  of  the  Corporation as  a  director  or  officer of  another
     Corporation, partnership, joint venture, trust or other enterprise, or
     by reason of any action alleged to  have been taken or omitted in such
     capacity,  against   costs,  charges  and  other  expenses  (including
     attorneys'  fees) ("Expenses"),  judgments, fines  and amount  paid in
     settlement  actually and reasonably incurred by him in connection with
     such action, suit or proceeding and any appeal thereof if  he acted in
     good faith  and in  a manner he  reasonably believed to  be in  or not
     opposed  to the best interests of the Corporation, and with respect to
     any  criminal action or proceeding, had no reasonable cause to believe
     his conduct  was unlawful.   The  termination of  any action,  suit or
     proceeding by judgment, order, settlement, conviction, or plea of nolo
     contendere  or  its  equivalent,  shall  not,   of  itself,  create  a
     presumption that the person did not act in good faith  and in a manner
     which  he reasonably  believed to  be in  or not  opposed to  the best
     interests of the Corporation, and, with respect to any criminal action
     or  proceeding, had reasonable cause  to believe that  his conduct was
     unlawful.   For purposes  of this Article,  "serving or  has agreed to
     serve at  the request of the  Corporation as a director  or officer of
     another  corporation,  partnership,  joint  venture,  trust  or  other
     enterprise" shall include  any service by a director or officer of the
     Corporation as a  director, officer, employee,  agent or fiduciary  of
     such  other Corporation,  partnership, joint  venture, trust  or other
     enterprise,  or  with respect  to any  employee  benefit plan  (or its
     participants or beneficiaries)  of the Corporation  or any such  other
     enterprise.

          B.   The Corporation shall indemnify  any person who was or  is a
     party or is  threatened to be made a party  to any threatened, pending
     or completed  action or suit by or in the  right of the Corporation to
     procure  a judgment in its favor  by reason of the fact  that he is or
     was or has  agreed to become a director or  officer of the Corporation
     or  is or was  serving or has  agreed to  serve at the  request of the
     Corporation  as   a  director  or  officer   of  another  Corporation,
     partnership,  joint venture, trust or other enterprise or by reason of
     any action  alleged to  have been taken  or omitted  in such  capacity
     against Expenses actually and reasonably incurred by him in connection
     with the investigation, defense  or settlement of such action  or suit
     and  any appeal thereof if  he acted in good faith  and in a manner he
     reasonably  believed to be in or not  opposed to the best interests of
     the  Corporation and except that  no indemnification shall  be made in
     respect of  any claim, issue or  matter as to which  such person shall

<PAGE>



   
<PAGE>     -29-

     have been  adjudged to be liable to the Corporation unless and only to
     the  extent that  the Court of  Chancery of  Delaware or  the court in
     which such action or suit was brought shall determine upon application
     that, despite the  adjudication of liability  but in view  of all  the
     circumstances of  the  case,  such person  is  fairly  and  reasonably
     entitled to indemnify for such Expenses which the Court of Chancery of
     Delaware or such other court shall deem proper.

          C.   To  the extent that any person referred to in paragraphs (A)
     or (B) of this Article has been successful on the merits or otherwise,
     including,  without limitation,  the  dismissal of  an action  without
     prejudice,  in defense of any  action, suit or  proceeding referred to
     therein or  in defense of any claim, issue or matter therein, he shall
     be indemnified  against Expenses  actually and reasonably  incurred by
     him in connection therewith.

          D.   Any  indemnification under  paragraphs  (A) or  (B) of  this
     Article (unless ordered  by a court) shall be made  by the Corporation
     only  as authorized  in the  specific case  upon a  determination that
     indemnification  of  the  director   or  officer  is  proper   in  the
     circumstances because  he has met  the applicable standard  of conduct
     set forth  in paragraphs (A) or (B).  Such determination shall be made
     (i) by  the board  of directors  by a  majority vote  of a  quorum (as
     defined in the By-Laws of the Corporation) consisting of directors who
     were not parties to such  action, suit or proceeding, or (ii)  if such
     quorum  is  not  obtainable,  or,  even  if  obtainable  a  quorum  of
     disinterested directors  so directs, by independent legal counsel in a
     written opinion, or (iii) by the stockholders.

          E.   Expenses incurred  in defending a civil  or criminal action,
     suit or  proceeding shall be paid by the Corporation in advance of the
     final disposition of such  action, suit or proceeding and  appeal upon
     receipt by  the Corporation of an  undertaking by or on  behalf of the
     director or officer  to repay  such amount if  it shall ultimately  be
     determined   that  he  is  not  entitled  to  be  indemnified  by  the
     Corporation.

          F.   The  determination  of  the  entitlement of  any  person  to
     indemnification  under paragraphs (A), (B) or (C) or to advancement of
     Expenses under paragraph (E)  of this Article shall be  made promptly,
     and  in any event within 60 days  after the Corporation has received a
     written request for payment from or on behalf of a director or officer
     and  payment  of  amounts  due  under  such  sections  shall  be  made
     immediately  after  such determination.    If no  disposition  of such
     request is made within  said 60 days or if  payment has not been  made
     within 10 days  thereafter, or if such request is  rejected, the right
     to indemnification or advancement of Expenses provided by this Article
     shall be enforceable by or on behalf of the director or officer in any
     court of competent jurisdiction.  In addition to the other amounts due

<PAGE>



   
<PAGE>     -30-

     under this Article, Expenses incurred by or on behalf of a director or
     officer in  successfully establishing his right  to indemnification or
     advancement of Expenses,  in whole or in part, in  any such action (or
     settlement thereof) shall be paid by the Corporation.

          G.   The indemnification and advancement  of Expenses provided by
     this Article  shall not  be deemed  exclusive of  any other  rights to
     which those seeking indemnification or advancement of Expenses may  be
     entitled under  any law (common or statutory), By-Law, agreement, vote
     of stockholders  or disinterested directors  or otherwise, both  as to
     action in his official capacity  and as to action in  another capacity
     while  holding  such  office, or  while  employed  by or  acting  as a
     director or  officer of the Corporation or as a director or officer of
     another  corporation,  partnership,  joint  venture,  trust  or  other
     enterprise, and shall continue  as to a person who has  ceased to be a
     director or  officer and  shall inure  to  the benefit  of the  heirs,
     executors and administrators  of such a  person.  Notwithstanding  the
     provisions of  this Article, the  Corporation shall indemnify  or make
     advancement of Expenses to any person referred to in paragraphs (A) or
     (B) of this  Article to the  full extent permitted  under the laws  of
     Delaware and any  other applicable laws, as they now  exist or as they
     may be amended in the future.

          H.   All rights to  indemnification and  advancement of  Expenses
     provided by  this Article shall be deemed to be a contract between the
     Corporation  and each  director  or  officer  of the  Corporation  who
     serves, served  or has  agreed to  serve in such  capacity, or  at the
     request  of  the  Corporation  as   director  or  officer  of  another
     corporation, partnership, joint venture, trust or other enterprise, at
     any  time  while  this Article  and  the  relevant  provisions of  the
     Delaware  General Corporation Law or other applicable law, if any, are
     in effect.  Any repeal or modification of this Article,  or any repeal
     or  modification  of  relevant  provisions  of  the  Delaware  General
     Corporation Law  or any  other applicable  law, shall  not in any  way
     diminish any  rights to indemnification of or  advancement of Expenses
     to such director or officer or the obligations of the Corporation.

          I.   The Corporation  shall have  power to purchase  and maintain
     insurance  on behalf of  any person  who is  or was  or has  agreed to
     become a  director or officer of the Corporation, or is or was serving
     or has agreed to serve at the request of the Corporation as a director
     or officer  of another corporation, partnership,  joint venture, trust
     or  other enterprise, against  any liability asserted  against him and
     incurred by him in any such capacity, or  arising out of his status as
     such, whether or not the Corporation would have the power to indemnify
     him against such liability under the provisions of this Article.

          J.   The  Board  of  Directors  may, by  resolution,  extend  the
     provisions  of   this  Article  pertaining   to  indemnification   and

<PAGE>



   
<PAGE>     -31-

     advancement  of Expenses to  any person  who was or  is a  party or is
     threatened to be made a party  to any threatened, pending or completed
     action,  suit or proceeding by reason of the fact that he is or was or
     has   agreed  to  become  an  employee,  agent  or  fiduciary  of  the
     Corporation or is or was serving or has agreed to serve at the request
     of  the  Corporation  as  a  director,  officer,  employee,  agent  or
     fiduciary of another corporation, partnership, joint venture, trust or
     other enterprise or with respect to any  employee benefit plan (or its
     participants or  beneficiaries) of the  corporation or any  such other
     enterprise.

          K.   The invalidity or unenforceability  of any provision of this
     Article shall  not  affect  the  validity  or  enforceability  of  the
     remaining provisions of this Article.

          FIFTEENTH:    No  person  who  was  or  is  a  director  of  this
     Corporation  shall  be personally  liable  to the  Corporation  or its
     stockholders  for monetary damages for  breach of fiduciary  duty as a
     director, except for liability  (i) for breach of the duty  of loyalty
     to the Corporation or its stockholders; (ii) for acts or omissions not
     in  good faith  or  which involve  intentional  misconduct or  knowing
     violation  of law;  (iii) under  Section 174  of the  Delaware General
     Corporation Law; or (iv)  for any transaction from which  the director
     derived  an  improper  personal  benefit.   If  the  Delaware  General
     Corporation Law is amended after the effective date of this Article to
     further  eliminate or  limit, or to  authorize further  elimination or
     limitation  of, the  personal  liability of  directors  for breach  of
     fiduciary  duty  as  a director,  then  the  personal  liability of  a
     director to this Corporation  or its stockholders shall  be eliminated
     or  limited to  the  full extent  permitted  by the  Delaware  General
     Corporation  Law,  as  so amended.    For  purposes  of this  Article,
     "fiduciary duty  as  a  director" shall  include  any  fiduciary  duty
     arising  out of  serving  at  the request  of  this Corporation  as  a
     director of another corporation,  partnership, joint venture, trust or
     other  enterprise, and  "personally liable  to the  Corporation" shall
     include any  liability to  such other Corporation,  partnership, joint
     venture,  trust  or  other  enterprise,  and  any  liability  to  this
     Corporation  in  its capacity  as a  security holder,  joint venturer,
     partner, beneficiary, creditor  or investor  of or in  any such  other
     corporation, partnership, joint venture, trust or other enterprise.

          Any  repeal or  modification of  the foregoing  paragraph by  the
     stockholders  of  this  Corporation  shall not  adversely  affect  the
     elimination  or limitation of the personal liability of a director for
     any act  or omission  occurring prior  to the  effective date of  such
     repeal or modification.   This provision shall not eliminate  or limit
     the liability of a director for any act or omission occurring prior to
     the effective date of this Article.

<PAGE>



   
<PAGE>     -32-

          SIXTEENTH:   Whenever  a  compromise or  arrangement is  proposed
     between this Corporation and its creditors or any class of them and/or
     between  this Corporation and its  stockholders or any  class of them,
     any  court of equitable jurisdiction within the State of Delaware may,
     on  the application  in a summary  way of  this Corporation  or of any
     creditor  or stockholder thereof or on the application of any receiver
     or  receivers appointed for  this Corporation under  the provisions of
     section 291 of Title 8 of the  Delaware Code or on the application  of
     trustees  in dissolution or of any receiver or receivers appointed for
     this Corporation under the provisions of section 279 of Title 8 of the
     Delaware Code  order a meeting of the creditors or class of creditors,
     and/or   of  the  stockholders  or  class   of  stockholders  of  this
     Corporation, as the case may be, to be summoned  in such manner as the
     said  court  directs.   If a  majority  in number  representing three-
     fourths in value of the creditors or class of creditors, and/or of the
     stockholders or class of stockholders of this Corporation, as the case
     may   be,  agree  to  any   compromise  or  arrangement   and  to  any
     reorganization of  this Corporation as consequence  of such compromise
     or  arrangement,  the said  compromise  or  arrangement and  the  said
     reorganization shall, if  sanctioned by  the court to  which the  said
     application has been made, be binding on all the creditors or class of
     creditors,  and/or on all the stockholders or class of stockholders of
     this Corporation, as the case may be, and also this Corporation.

          SEVENTEENTH:  The Corporation reserves the right to amend, alter,
     change or repeal any provision contained in this Restated  Certificate
     of  Incorporation, in  the  manner  now  or  hereafter  prescribed  by
     statute, and  all rights  conferred upon  the stockholders  herein are
     granted subject to this reservation.

          Notwithstanding  the  foregoing,  the  provisions  set  forth  in
     Articles SIXTH, EIGHTH, NINTH,  and TENTH may not be  amended, altered
     or repealed in any respect nor may any provision inconsistent with any
     of such Articles be adopted unless such  amendment, alteration, repeal
     or  inconsistent provision  is  approved  as  specified in  each  such
     respective Article.

          3.   This   Restated  Certificate   of  Incorporation   was  duly
     authorized by a resolution duly adopted and approved by consent of the
     sole Director, dated as of May 1, 1987, the Corporation not yet having
     received  payment for  any  of  its  stock,  in  accordance  with  the
     provisions of Section 241  and Section 245 of the  General Corporation
     Law of the State of Delaware.

          IN  WITNESS WHEREOF,  New  Newell Co.  has  caused this  Restated
     Certificate of Incorporation to be signed by William T. Alldredge, its

<PAGE>




   
<PAGE>     -33-

     Vice  President-Finance,  and  attested   by  Roland  E.  Knecht,  its
     Secretary this 18th day of May, 1987.

                                        NEW NEWELL CO.

                                        William T. Alldredge
                                         Vice President-Finance
     ATTEST:

     Roland E. Knecht
       Secretary
                                     

<PAGE>



     Filed June 23, 1987 at 9:01 a.m. 
     877174060 Delaware Secretary of State


     CERTIFICATE OF  DESIGNATIONS AS  TO THE  RESOLUTION PROVIDING FOR  THE
     POWERS DESIGNATION, PREFERENCES  AND RELATIVE, PARTICIPATING, OPTIONAL
     OR OTHER  RIGHTS, AND THE QUALIFICATIONS,  LIMITATIONS OR RESTRICTIONS
     THEREOF, AS ARE NOT  STATED AND EXPRESSED IN THE  RESTATED CERTIFICATE
     OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE 

                           CUMULATIVE PREFERRED STOCK

                              ($2,000 Stated Value)

                                       of
                                       --

                                 NEW NEWELL CO.

                            -------------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                           --------------------------

          The undersigned DOES HEREBY CERTIFY that the following resolution
     was duly  adopted by the written  consent of the sole  director of New
     Newell Co., a Delaware corporation, on May 18, 1987:

          RESOLVED by the Board of Directors of New Newell  Co., a Delaware
     corporation (the "Corporation"), that, pursuant to authority expressly
     granted  to it  by the  Restated Certificate  of Incorporation  of the
     Corporation,  a total of 7,500  shares of the  preferred stock without
     par value,  of the Corporation are hereby  respectively constituted as
     Series  1 Cumulative  Preferred Stock,  Series 2  Cumulative Preferred
     Stock,  Series  3  Cumulative  Preferred Stock,  Series  4  Cumulative
     Preferred  Stock  and Series  5  Cumulative Preferred  Stock,  with an
     aggregate stated  value of $15,000,000 (hereinafter called "Cumulative
     Preferred Stock").   Each  series of such  Cumulative Preferred  Stock
     shall  consist  of 1,500  shares, with  a stated  value of  $2,000 per
     share.  Shares of Cumulative Preferred Stock shall be issued only upon
     effectiveness of the merger of Newell Co., a Delaware corporation, and
     Newell  Acquisition  Corp., a  Delaware  corporation and  wholly-owned
     subsidiary of the Corporation (the "Merger").  The preferences and the
     relative,  participating, optional  and  other special  rights of  the
     shares   of  Cumulative  Preferred   Stock  and   the  qualifications,
     limitations or restrictions thereof, shall be as follows:

          1.  CUMULATIVE DIVIDENDS.  (a) The holders of record of shares of
     each  series  of  Cumulative  Preferred Stock  shall  be  entitled  to
     receive, when and as declared  by the Board of Directors out  of funds

<PAGE>



   
<PAGE>     -35-

     Legally available for the payment  thereof, cumulative cash  dividends
     at  the rate  specified in  subsection (b)  below, and  no more.   The
     holders  of shares of Cumulative Preferred Stock shall not be entitled
     to any dividends  other than the  cash dividends provided for  in this
     section.   Dividends  shall accrue  daily from  the date  of issuance,
     whether or not earned or declared,  and shall be payable quarterly  on
     such dates  as the Board of Directors may from time to time determine.
     The  dividends  shall be  in preference  to  dividends upon  any stock
     (including common  stock) of  the Corporation  ranking  junior to  the
     Cumulative  Preferred Stock as to  dividends.  If  the Corporation has
     not  paid full dividends upon the shares of Cumulative Preferred Stock
     for any preceding quarter,  the Corporation shall declare and  pay the
     amount for payment, before  declaring or paying any cash  dividends on
     the  common stock of the Corporation.  Accrued dividends on Cumulative
     Preferred Stock shall not bear interest.

          (b)   The dividend rate  for each series  of Cumulative Preferred
     Stock is as follows:

               (i)   For Series 1, cash  dividends shall accrue at the rate
          of $100 per share per annum until September 24, 1989, after which
          time the rate shall be $160 per share per annum.

               (ii)  For Series 2, cash  dividends shall accrue at the rate
          of $100 per share per annum until September 24, 1990, after which
          time the rate shall be $160 per share per annum.

               (iii)  For Series 3, cash dividends shall accrue at the rate
          of $100 per share per annum until September 24, 1991, after which
          time the rate shall be $160 per share per annum.

               (iv)  For Series 4, cash dividends shall accrue at the  rate
          of $100 per share per annum until September 24, 1992, after which
          time the rate shall be $160 per share per annum.

               (v)  For Series 5,  cash dividends shall accrue at the  rate
          of $100 per share per annum until September 24, 1993, after which
          time the rate shall be $160 per share per annum.

          2.  LIQUIDATION.  (a)  In the event of a voluntary or involuntary
     liquidation,  dissolution,  or  winding  up of  the  Corporation,  the
     holders of shares of  Cumulative Preferred Stock shall be  entitled to
     receive out  of the assets of  the Corporation an amount  equal to the
     stated value per share plus an amount equal to any  accrued and unpaid
     dividends  thereon  to  the   date  fixed  for  distribution.     This
     distribution  shall be in preference to any such distribution upon any
     stock (including common  stock) of the  Corporation ranking junior  to
     Cumulative Preferred Stock as  to liquidation preferences, but subject
     to the  prior rights of  the holders  of shares of  all stock  ranking

<PAGE>



   
<PAGE>     -36-

     senior to  Cumulative Preferred  Stock as to  liquidation preferences.
     If the  assets of the Corporation  are not sufficient to  pay the full
     amounts to the  holders of  Cumulative Preferred Stock  and all  other
     series  of preferred stock of the Corporation ranking equally with the
     shares of  Cumulative Preferred  Stock as to  liquidation preferences,
     then  the  holders of  Cumulative Preferred  Stock  and of  such other
     series shall share ratably in the distribution of any assets remaining
     after distribution to  holders of stock  ranking senior to  Cumulative
     Preferred Stock as to liquidation preferences.

          (b)  Nothing in this section, however, shall be deemed to prevent
     the Corporation  from  redeeming or  purchasing  Cumulative  Preferred
     Stock as permitted by Section 3.

          (c)  A merger or consolidation of  the Corporation with any other
     corporation  or a sale, lease,  or conveyance of  assets or a business
     combination  involving  the  Corporation  or any  related  or  similar
     transaction  shall not  be considered  a liquidation,  dissolution, or
     winding up the Corporation within the meaning of this section.

          3.   REDEMPTION.   (a)   The  Corporation may  redeem any  or all
     shares of  one or  more series  of Cumulative Preferred  Stock at  its
     option  by resolution of the Board of  Directors, at any time and from
     time to time on or after issuance, in cash, at the stated value of the
     shares  plus an  amount  equal to  any  accrued and  unpaid  dividends
     thereon  to the  date fixed  for redemption.   In  the event  that the
     Corporation  redeems  less than  the entire  number  of shares  of any
     series  of Cumulative Preferred Stock outstanding at any one time, the
     Corporation shall select the shares to be redeemed by lot  or pro rata
     or by any  other manner that the  Board of Directors deems  equitable.
     No less than 20 nor more than 120 days prior to the date fixed for any
     entire  or  partial  redemption  of Cumulative  Preferred  Stock,  the
     Corporation shall  mail a notice of  the redemption to  the holders of
     record of  the shares to be redeemed at their addresses as they appear
     on the  books of the Corporation.  The notice shall state the time and
     place of redemption  and shall  identify the particular  shares to  be
     redeemed  if less  than  all  of  the outstanding  shares  are  to  be
     redeemed.  Failure  to mail a notice  or a defect  in a notice or  its
     mailing shall not affect the validity of the redemption proceedings.

          (b)   On or before the  date fixed for redemption  each holder of
     shares  of  Cumulative Preferred  Stock  called  for redemption  shall
     surrender his  certificate representing his shares  to the Corporation
     or its agent at the place designated in the redemption notice.  If the
     Corporation  redeems  less than  all of  the  shares represented  by a
     surrendered certificate, the Corporation shall issue a new certificate
     representing the unredeemed shares.  If the Corporation has duly given
     notice of redemption  and if  funds necessary for  the redemption  are
     available on the redemption date, then notwithstanding that any holder

<PAGE>



   
<PAGE>     -37-

     has  not surrendered  his certificate  representing shares  called for
     redemption,  all rights with respect  to those shares  shall cease and
     determine immediately  after the redemption  date, except that  such a
     holder  shall have the right  to receive the  redemption price without
     interest upon surrender of his certificate.

          (c)  The  Corporation may, at its option at any time after giving
     a notice of redemption, deposit a sum  sufficient to redeem the shares
     called for redemption, plus  any accrued and unpaid dividends  thereon
     to the redemption date, with any bank  or trust company in the City of
     Chicago, Illinois, or  in the City  of Minneapolis, Minnesota,  having
     capital,   surplus,  and  undivided   profits  aggregating   at  least
     $50,000,000  as  a  trust   fund  with  irrevocable  instructions  and
     authority to the bank or trust company to mail notice of redemption if
     the Corporation has not begun or completed such mailing at the time of
     the deposit and to pay, on and after the date fixed  for redemption or
     prior  thereto, the redemption price of the shares to their respective
     holders upon the surrender of their share certificates.  From the date
     the  Corporation  makes such  a  deposit,  the shares  designated  for
     redemption shall be treated as redeemed and no longer outstanding, and
     no  dividends shall  accrue on  the  shares after  the date  fixed for
     redemption.  The deposit shall be deemed to constitute full payment of
     the shares  to their  holders.   From  the date  of  the deposit,  the
     holders of the  shares shall cease to be stockholders  with respect to
     the shares;  they  shall have  no  interest in  or claim  against  the
     Corporation by virtue  of the shares;  and they shall  have no  rights
     with respect to  the shares except the right to  receive from the bank
     or  trust company  payment  of the  redemption  price of  the  shares,
     without  interest,  upon  surrender of  their  certificates.   At  the
     expiration of five years after the redemption  date, the bank or trust
     company shall pay over to the Corporation any funds  then remaining on
     deposit,  free of trust.   Thereafter the holders  of certificates for
     the shares shall have no claims against the bank or trust company, but
     only claims as unsecured creditors against the Corporation for amounts
     equal  to their  pro rata  portions of  the funds  paid over,  without
     interest, subject to compliance by  the holders with the terms of  the
     redemption.   Any interest on  or other accretions  to funds deposited
     with the bank or trust company shall belong to the Corporation.

          (d)  Nothing  in this  Resolution shall  prevent or  restrict the
     Corporation from purchasing, from  time to time, at public  or private
     sale, any or all of the Cumulative Preferred Stock  at whatever prices
     the Corporation  may  determine, but  at  prices not  exceeding  those
     permitted by Delaware law.

          (e)  Nothing  in  this  Resolution   shall  give  any  holder  of
     Cumulative Preferred Stock  the right  to require  the Corporation  to
     redeem any or all shares of the Stock.

<PAGE>



   
<PAGE>     -38-

          4.   CONVERSION.     The  Cumulative   Preferred  Stock   is  not
     convertible  into any  other class  or series  of common  or preferred
     stock of the Corporation.

          5.   STATUS OF  REACQUIRED STOCK.   The Corporation  shall retire
     and cancel any shares  of Cumulative Preferred Stock that  it redeems,
     purchases,  or acquires.  Such shares thereafter shall have the status
     of authorized but unissued shares of preferred  stock.  Subject to the
     limitations  in this Resolution or  in any resolutions  adopted by the
     Board of Directors  providing for  the reissuance of  the shares,  the
     Corporation may reissue the  shares as shares of  Cumulative Preferred
     Stock or may  reclassify and  reissue them as  preferred stock of  any
     class or series other than Cumulative Preferred Stock.

          6.   VOTING RIGHTS.   (a) Except as otherwise  provided herein or
     as may be required  by law, the holders of  Cumulative Preferred Stock
     shall be entitled to one vote per share on every question submitted to
     holders  of  record of  the common  stock  of the  Corporation, voting
     together with the common stock of the Corporation as a single class.

          (b)   Notwithstanding the foregoing, (i)  without the affirmative
     vote  or consent of  at least a  majority of the  shares of Cumulative
     Preferred  Stock  then outstanding  voting  as a  separate  class, the
     Corporation shall not amend  the Restated Certificate of Incorporation
     if the amendment  would alter  or change the  powers, preferences,  or
     special rights of  the shares of  Cumulative Preferred Stock so  as to
     affect them adversely, provided that this clause "(i)" shall not apply
     to an increase or decrease (but not below the number of shares thereof
     then outstanding) in  the number of authorized shares of  any class or
     classes  of stock;  and  (ii) so  long  as at  least  3,100 shares  of
     Cumulative Preferred Stock  are outstanding,  without the  affirmative
     vote or consent of the holders of at least a majority of the shares of
     Cumulative  Preferred  Stock then  outstanding  voting  as a  separate
     class, the Corporation shall not issue any stock ranking senior to the
     Cumulative Preferred Stock with respect to the payment of dividends or
     the  distribution   of  assets  upon  liquidation,   except  that  the
     Corporation  may  issue  such  stock  if  the  consideration  therefor
     consists of  cash.   For purposes  of  any vote  required pursuant  to
     clause  (i) of  this subsection  (b) if  any proposed  amendment would
     alter or change  the powers, preferences, or special rights  of one or
     more of Series 1, 2, 3, 4, or 5 of Cumulative Preferred Stock so as to
     affect  them adversely but shall not  so affect the entire class, then
     only the  shares of the series  so affected by the  amendment shall be
     considered a separate class.

          7.   NO OTHER RIGHTS.   The shares of  Cumulative Preferred Stock
     shall not have any relative, participating,  optional or other special
     rights or  powers other than  as set forth  above and in  the Restated
     Certificate of Incorporation of the Corporation.

<PAGE>



   
<PAGE>     -39-

          IN  WITNESS WHEREOF, New Newell Co. has caused this resolution to
     be signed by  William T. Alldredge, its Vice President  - Finance, and
     attested  by Roland E.  Knecht, its Secretary, this  22nd day of June,
     1987.

                                             NEW NEWELL CO.



                                             William T. Alldredge,
                                               Vice President - Finance


     ATTEST:



     Roland E. Knecht,
       Secretary

<PAGE>



     Filed July 2, 1987 at 9:29 a.m. 
     877183082 Delaware Secretary of State



                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 NEW NEWELL CO.

          ------------------------------------------------------------
            Adopted in accordance with the provisions of Section 242
            of the General Corporation Law of the State of Delaware 
          ------------------------------------------------------------

          New  Newell Co.,  a corporation  existing under  the laws  of the

     State of Delaware, does hereby certify as follows:

          FIRST:    That  Article  First  of  the  Restated  Certificate of

     Incorporation of the Corporation  has been amended in its  entirety to

     read as follows:

               FIRST:  The name of the Corporation is NEWELL CO.

          SECOND:   That the foregoing  amendment has been  duly adopted in

     accordance with provisions of the General Corporation Law of the State

     of  Delaware by the written  consent of the  holder of all outstanding

     shares entitled to vote.

<PAGE>



   
<PAGE>     -41-

          IN WITNESS WHEREOF, New Newell Co. has caused this Certificate to

     be signed and attested by  its duly authorized officers this 30th  day

     of June 1987.

                                        NEW NEWELL CO.



                                        By: /s/ William T. Alldredge
                                            -----------------------
                                             Vice President - Finance

     Attest:


     /s/ Roland E. Knecht
       -----------------------------
     Secretary

<PAGE>



     Filed October 31, 1988 at 9:00 a.m.
     688305050 Delaware Secretary of State


     CERTIFICATE OF  DESIGNATIONS AS  TO THE  RESOLUTION PROVIDING FOR  THE
     POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
     OR OTHER  RIGHTS, AND THE QUALIFICATIONS,  LIMITATIONS OR RESTRICTIONS
     THEREOF, AS ARE NOT  STATED AND EXPRESSED IN THE  RESTATED CERTIFICATE
     OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE 

                 JUNIOR PARTICIPATING PREFERRED STOCK, SERIES B

                                       of

                                   NEWELL CO.

                    ----------------------------------------
                         Pursuant to Section 151 of the 
                           General Corporation Law of
                              the State of Delaware
                    ----------------------------------------

               NEWELL CO.,  a corporation organized and  existing under the
     General Corporation Law  of the State of  Delaware (hereinafter called
     the "Corporation"), hereby certifies that the following resolution was
     adopted by the  Board of Directors  of the Corporation as  required by
     Section  151 of the General  Corporation Law at  a meeting duly called
     and held on October 20, 1988:

               RESOLVED,  that pursuant  to  the authority  granted to  and
     vested  in the  Board of  Directors  of this  Corporation (hereinafter
     called the "Board of Directors" or the "Board") in accordance with the
     provisions of the Corporation's Restated Certificate of Incorporation,
     the Board of Directors hereby creates a series of Preferred Stock, par
     value  $1.00 per share (the "Preferred Stock"), of the Corporation and
     hereby  states the  designation and  number of  shares, and  fixes the
     relative  rights,  preferences  and  limitations of  such  series,  as
     follows:

               Junior Participating Preferred Stock, Series B:

               Section 1.  Designation and Amounts.    The  shares of  such
     series shall  be designated as "Junior  Participating Preferred Stock,
     Series B"  (the "Series B Preferred  Stock") and the  number of shares
     constituting  the Series  B Preferred  Stock shall  be 500,000.   Such
     number of  shares may be increased  or decreased by resolution  of the
     Board; provided, that no decrease shall reduce the number of shares of
     Series B  Preferred Stock to a  number less than the  number of shares
     then  outstanding plus the number of shares reserved for issuance upon
     the  exercise of outstanding options,  rights or warrants  or upon the
     conversion  of any  outstanding securities  issued by  the Corporation
     convertible into Series B Preferred Stock.

<PAGE>



   
<PAGE>     -43-

               Section 2.  Dividends and Distributions.

               (A)  Subject to the rights  of the holders of any  shares of
          any  series of  Preferred Stock  (or  any similar  stock) ranking
          prior and superior to  the Series B Preferred Stock  with respect
          to  dividends, the holders of shares of Series B Preferred Stock,
          in preference to the holders of Common Stock, par value $1.00 per
          share  (the "Common Stock"), of the Corporation, and of any other
          junior  stock,  shall be  entitled to  receive,  when, as  and if
          declared by the Board of Directors out of funds legally available
          for the purpose, quarterly dividends payable in cash on the first
          day of March,  June, September  and December in  each year  (each
          such date  being  referred to  herein  as a  "Quarterly  Dividend
          Payment  Date"),  commencing  on  the  first  Quarterly  Dividend
          Payment Date after the first issuance of a share or fraction of a
          share  of  Series B  Preferred  Stock,  in  an amount  per  share
          (rounded to the nearest cent) equal to the greater of  (a) $15 or
          (b)  subject  to the  provision  for  adjustment hereinafter  set
          forth,  100  times the  aggregate per  share  amount of  all cash
          dividends, and 100 times the aggregate  per share amount (payable
          in kind) of all non-cash dividends or other  distributions, other
          than   a  dividend  payable  in  shares  of  Common  Stock  or  a
          subdivision  of  the  outstanding  shares  of  Common  Stock  (by
          reclassification  or  otherwise), declared  on  the  Common Stock
          since the immediately preceding  Quarterly Dividend Payment  Date
          or, with respect  to the first  Quarterly Dividend Payment  Date,
          since the first  issuance of any share or fraction  of a share of
          Series B Preferred  Stock.  In the event the Corporation shall at
          any time declare or pay any  dividend on the Common Stock payable
          in shares of Common Stock, or effect a subdivision or combination
          or  consolidation of the  outstanding shares of  Common Stock (by
          reclassification or otherwise  than by payment  of a dividend  in
          shares of Common Stock) into a greater or lesser number of shares
          of  Common Stock,  then in  each such  case the  amount  to which
          holders  of  shares of  Series  B Preferred  Stock  were entitled
          immediately prior to such event under clause (b) of the preceding
          sentence  shall  be adjusted  by  multiplying  such amount  by  a
          fraction,  the  numerator of  which is  the  number of  shares of
          Common  Stock outstanding  immediately after  such event  and the
          denominator of which is the number of shares of Common Stock that
          were outstanding immediately prior to such event.

               (B)  The   Corporation   shall   declare   a   dividend   or
          distribution  on  the Series  B  Preferred Stock  as  provided in
          paragraph  (A) of  this Section  immediately after it  declares a
          dividend  or  distribution on  the  Common  Stock (other  than  a
          dividend payable in  shares of Common  Stock); provided that,  in
          the event no dividend or distribution shall have been declared on
          the Common Stock during the period between any Quarterly Dividend

<PAGE>



   
<PAGE>     -44-

          Payment Date  and the next subsequent  Quarterly Dividend Payment
          Date, a dividend of $15 per share on the Series B Preferred Stock
          shall  nevertheless  be  payable  on  such  subsequent  Quarterly
          Dividend Payment Date.

               (C)  Dividends shall  begin to  accrue and be  cumulative on
          outstanding shares of Series B Preferred Stock from the Quarterly
          Dividend  Payment Date next preceding  the date of  issue of such
          shares, unless the  date of issue of such shares  is prior to the
          record date  for the  first Quarterly  Dividend Payment  Date, in
          which  case dividends on such  shares shall begin  to accrue from
          the date of issue  of such shares, or unless the date of issue is
          a Quarterly Dividend  Payment Date or is a date  after the record
          date  for  the determination  of holders  of  shares of  Series B
          Preferred  Stock entitled  to  receive a  quarterly dividend  and
          before such Quarterly Dividend Payment  Date, in either of  which
          events  such dividends  shall begin to  accrue and  be cumulative
          from such  Quarterly Dividend Payment  Date.  Accrued  but unpaid
          dividends  shall not bear interest.  Dividends paid on the shares
          of Series  B Preferred Stock  in an  amount less  than the  total
          amount of such dividends at the time accrued and payable on  such
          shares  shall be  allocated pro  rata  on a  share-by-share basis
          among all  such shares  at the  time outstanding.   The Board  of
          Directors  may fix a record date for the determination of holders
          of shares of Series B Preferred Stock entitled to receive payment
          of a dividend or distribution declared thereon, which record date
          shall  be not more than  60 days prior to the  date fixed for the
          payment thereof.

               Section  3.    Voting Rights.    The  holders  of shares  of
     Series B Preferred Stock shall have the following voting rights:

               (A)  Subject to the provision for adjustment hereinafter set
          forth, each share of  Series B Preferred Stock shall  entitle the
          holder thereof to 100 votes on all matters submitted to a vote of
          the  stockholders  of  the   Corporation.    In  the  event   the
          Corporation shall at any time declare or pay any dividend  on the
          Common  Stock  payable in  shares of  Common  Stock, or  effect a
          subdivision or  combination or  consolidation of the  outstanding
          shares  of Common Stock (by reclassification or otherwise than by
          payment of a dividend  in shares of Common Stock) into  a greater
          or lesser  number of shares  of Common Stock,  then in  each such
          case the  number of votes per share to which holders of shares of
          Series B Preferred Stock were entitled immediately prior to  such
          event shall be adjusted by multiplying such number by a fraction,
          the numerator  of which is the  number of shares of  Common Stock
          outstanding immediately  after such event and  the denominator of
          which  is  the  number  of  shares  of  Common  Stock  that  were
          outstanding immediately prior to such event.

<PAGE>



   
<PAGE>     -45-

               (B)  Except  as  otherwise  provided herein,  in  any  other
          Certificate of Designations creating  a series of Preferred Stock
          or any similar stock, or by  law, the holders of shares of Series
          B Preferred  Stock and the holders of  shares of Common Stock and
          any other capital  stock of the Corporation having general voting
          rights  shall vote together as one class on all matters submitted
          to a vote of stockholders of the Corporation.

               (C)  Except as set forth herein, or as otherwise provided by
          law,  holders of Series B  Preferred Stock shall  have no special
          voting  rights and their consent shall not be required (except to
          the extent they are entitled to vote with holders of Common Stock
          as set forth herein) for taking any corporate action.

               Section 4.  Certain Restrictions.

               (A)  Whenever  quarterly dividends  or  other  dividends  or
          distributions payable on the Series B Preferred Stock as provided
          in Section 2 are in arrears, thereafter and until all accrued and
          unpaid dividends  and distributions, whether or  not declared, on
          shares of  Series B Preferred  Stock outstanding shall  have been
          paid in full, the Corporation shall not:

                    (i)  declare or pay  dividends, or make any  other
               distributions, on  any shares  of stock ranking  junior
               (either   as  to   dividends   or   upon   liquidation,
               dissolution or  winding up)  to the Series  B Preferred
               Stock;

                    (ii)  declare or pay dividends, or make  any other
               distributions,  on any  shares  of stock  ranking on  a
               parity  (either as  to dividends  or  upon liquidation,
               dissolution or winding up)  with the Series B Preferred
               Stock, except  dividends paid  ratably on the  Series B
               Preferred  Stock and  all  such parity  stock on  which
               dividends are  payable or  in arrears in  proportion to
               the  total amounts  to which  the holders  of all  such
               shares are then entitled;

                    (iii)  redeem or purchase or otherwise acquire for
               consideration   shares  of  any  stock  ranking  junior
               (either   as   to   dividends  or   upon   liquidation,
               dissolution or  winding up)  to the Series  B Preferred
               Stock, provided  that the  Corporation may at  any time
               redeem,  purchase  or otherwise  acquire shares  of any
               such junior stock  in exchange for shares  of any stock
               of  the  Corporation  ranking  junior  (either   as  to
               dividends or  upon dissolution, liquidation  or winding
               up) to the Series B Preferred Stock; or

<PAGE>



   
<PAGE>     -46-

                    (iv)  redeem or  purchase or otherwise acquire for
               consideration any shares  of Series B  Preferred Stock,
               or any shares  of stock  ranking on a  parity with  the
               Series B  Preferred Stock, except in  accordance with a
               purchase offer  made in  writing or by  publication (as
               determined by the Board of Directors) to all holders of
               such shares upon such terms as the  Board of Directors,
               after consideration of  the respective annual  dividend
               rates and other relative  rights and preferences of the
               respective series and classes, shall  determine in good
               faith will result in fair and equitable treatment among
               the respective series or classes.

               (B)  The Corporation shall not  permit any subsidiary of the
          Corporation to  purchase or  otherwise acquire  for consideration
          any  shares of stock  of the  Corporation unless  the Corporation
          could,  under  paragraph  (A)  of  this  Section  4,  purchase or
          otherwise acquire such shares at such time and in such manner.

               Section  5.   Reacquired  Shares.   Any  shares  of Series B
     Preferred Stock purchased or otherwise acquired by the  Corporation in
     any  manner whatsoever shall  be retired and  cancelled promptly after
     the  acquisition  thereof.     All  such   shares  shall  upon   their
     cancellation become authorized but  unissued shares of Preferred Stock
     and may be reissued as part of a new series of Preferred Stock subject
     to  the conditions and restrictions  on issuance set  forth herein, in
     the  Corporation's Restated  Certificate  of Incorporation  or in  any
     other Certificate of Designations creating a series of Preferred Stock
     or any similar stock or as otherwise required by law.

               Section  6.  Liquidation,  Dissolution or Winding  Up.  Upon
     any  liquidation, dissolution  or winding  up of  the  Corporation, no
     distribution  shall be  made (A)  to the  holders  of shares  of stock
     ranking  junior   (either  as   to  dividends  or   upon  liquidation,
     dissolution  or winding  up) to the  Series B Preferred  Stock unless,
     prior thereto, the holders of shares of Series B Preferred Stock shall
     have received  $10,000 per share, plus an  amount equal to accrued and
     unpaid dividends  and distributions thereon, whether  or not declared,
     to the  date of such payment,  provided that the holders  of shares of
     Series B Preferred  Stock shall  be entitled to  receive an  aggregate
     amount per share,  subject to the provision for adjustment hereinafter
     set  forth, equal to 100 times  the aggregate amount to be distributed
     per share to  holders of shares of Common Stock, or (B) to the holders
     of shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution  or winding up)  with the Series  B Preferred
     Stock, except  distributions made  ratably on  the Series  B Preferred
     Stock and all such parity stock in proportion to the  total amounts to
     which   the  holders  of  all  such  shares  are  entitled  upon  such
     liquidation,  dissolution or winding up.  In the event the Corporation

<PAGE>



   
<PAGE>     -47-

     shall at  any time declare  or pay  any dividend on  the Common  Stock
     payable  in shares  of  Common  Stock,  or  effect  a  subdivision  or
     combination or consolidation of the outstanding shares of Common Stock
     (by reclassification or  otherwise than  by payment of  a dividend  in
     shares  of Common Stock) into a greater  or lesser number of shares of
     Common Stock,  then in  each such case  the aggregate amount  to which
     holders  of  shares  of  Series   B  Preferred  Stock  were   entitled
     immediately prior to such event under the proviso in clause (A) of the
     preceding sentence shall be  adjusted by multiplying such amount  by a
     fraction the  numerator of  which is the  number of  shares of  Common
     Stock outstanding immediately after such event  and the denominator of
     which is the number  of shares of Common  Stock that were  outstanding
     immediately prior to such event.

               Section  7.    Consolidation,  Merger, etc.    In  case  the
     Corporation shall enter into any consolidation, merger, combination or
     other  transaction in which the  shares of Common  Stock are exchanged
     for or changed  into other stock or securities, cash  and/or any other
     property, then in any such case each share of Series B Preferred Stock
     shall  at the  same  time be  similarly exchanged  or changed  into an
     amount per share, subject to the provision for  adjustment hereinafter
     set  forth,  equal  to  100  times  the  aggregate  amount  of  stock,
     securities, cash and/or any  other property (payable in kind),  as the
     case  may be, into  which or for  which each share  of Common Stock is
     changed or  exchanged.  In the event the Corporation shall at any time
     declare  or pay any dividend on the  Common Stock payable in shares of
     Common Stock,  or effect a subdivision or combination or consolidation
     of  the outstanding  shares of  Common Stock  (by reclassification  or
     otherwise than  by payment of  a dividend  in shares of  Common Stock)
     into a  greater or lesser  number of shares  of Common Stock,  then in
     each such  case the amount  set forth in  the preceding  sentence with
     respect to  the exchange  or change of  shares of  Series B  Preferred
     Stock shall  be adjusted by multiplying such amount by a fraction, the
     numerator of which is the number of shares of Common Stock outstanding
     immediately  after  such event  and the  denominator  of which  is the
     number  of shares  of Common  Stock that were  outstanding immediately
     prior to such event.

               Section 8.  No Redemption.  The shares of Series B Preferred
     Stock shall not be redeemable.

               Section 9.  Rank.  The Series B Preferred  Stock shall rank,
     with  respect  to the  payment of  dividends  and the  distribution of
     assets, junior to all series  of any other class of  the Corporation's
     Preferred Stock.

               Section  10.    Amendment.    The  Restated  Certificate  of
     Incorporation  of the Corporation shall  not be amended  in any manner
     which  would materially  alter or  change  the powers,  preferences or

<PAGE>



   
<PAGE>     -48-

     special rights  of the Series B  Preferred Stock so as  to affect them
     adversely without the affirmative vote of the holders of at least two-
     thirds of the outstanding  shares of Series B Preferred  Stock, voting
     together as a single class.

               IN  WITNESS WHEREOF,  this  Certificate  of Designations  is
     executed on behalf of the Corporation by its Chairman of the Board and
     attested by its Secretary this 20th day of October 1988.


                                             William T. Alldredge
                                             Vice President - Finance

     Attest:

     Roland E. Knecht
     Secretary
                                     

<PAGE>



     Filed September 13, 1989
     Delaware Secretary of State



                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   NEWELL CO.

                         ------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
                         ------------------------------

               We,  William T.  Alldredge,  Vice President,  and Roland  E.

     Knecht, Secretary,  of Newell  Co., a  corporation existing under  the

     laws of the State of Delaware, do hereby certify as follows:

               FIRST:   That  the name  of the  corporation is  Newell Co.,

     formerly known as New Newell Co.

               SECOND:   That the date of filing the corporation's original

     Certificate of Incorporation by the Secretary of State of Delaware was

     the 23rd day  of February, 1987, and that the  Restated Certificate of

     Incorporation of the corporation  was filed by the Secretary  of State

     of Delaware on the 18th day of May, 1987.

               THIRD:  That  the first  sentence of Article  Fourth of  the

     Restated  Certificate of  Incorporation of  said Corporation  has been

     amended as follows:

                    FOURTH:  The total number of shares which the
               Corporation  shall  have  authority  to  issue  is
               110,000,000, consisting of  100,000,000 shares  of
               Common  Stock of the par  value of $1.00 per share
               and   10,00,000   shares   of   Preferred   Stock,
               consisting of 10,000 shares without  par value and
                                 

<PAGE>



   
<PAGE>     -50-

               9,990,000  shares of  the par  value of  $1.00 per
               share.

               FOURTH:    That said  amendment  has  been  duly adopted  in

     accordance with provisions of the General Corporation Law of the State

     of Delaware  by the affirmative vote  of the holders of  a majority of

     all  outstanding  common and  preferred stock  entitled  to vote  at a

     meeting of stockholders.

               IN  WITNESS WHEREOF,  we have  signed this  certificate this

     28th day of June, 1989.


                                        NEWELL CO.


                                        William T. Alldredge
                                        Vice President - Finance

     ATTEST:

     Roland E. Knecht
     Secretary

<PAGE>



     STATE OF DELAWARE
     SECRETARY OF STATE
     DIVISION OF CORPORATIONS
     FILED 10:00 AM 05/15/1991
     911355135 - 2118347


                            CERTIFICATE OF AMENDMENT

                                       OF

                    RESTATED CERTIFICATE OF INCORPORATION OF

                                   NEWELL CO.

                         ------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
                         ------------------------------

               We,  William  T. Alldredge,  Vice  President  and Roland  E.

     Knecht, Secretary,  of Newell  Co., a  corporation existing under  the

     laws of the State of Delaware, do hereby certify as follows:

               FIRST:  That the name of the corporation is Newell Co.

               SECOND:  That the date of  filing the corporation's original

     Certificate of Incorporation by the Secretary of State of Delaware was

     the  23rd  day of  February, 1987,  that  the Restated  Certificate of

     Incorporation of the corporation  was filed by the Secretary  of State

     of Delaware on the 18th  day of May, 1987, a Certificate  of Amendment

     was filed by the Secretary of  State of Delaware on the second  day of

     July, 1987, and a Certificate of Amendment  was filed by the Secretary

     of State of Delaware on 13th day of September, 1989.

               THIRD:  That  the first  sentence of Article  Fourth of  the

     Restated  Certificate of  Incorporation of  said Corporation  has been

     amended as follows:

                    FOURTH:  The total number of shares which the
               Corporation  shall  have  authority  to  issue  is

<PAGE>



   
<PAGE>     -52-

               310,000,000, consisting of  300,000,000 shares  of
               Common Stock of the  par value of $1.00  per share
               and   10,000,000   shares   of  Preferred   Stock,
               consisting of 10,000 shares without par value, and
               9,990,000  shares of  the par  value of  $1.00 per
               share.

               FOURTH:   That  said  amendment  has  been duly  adopted  in

     accordance with provisions of the General Corporation Law of the State

     of Delaware  by the affirmative vote  of the holders of  a majority of

     all  outstanding  common and  preferred stock  entitled  to vote  at a

     meeting of stockholders.

               IN WITNESS WHEREOF, we have signed this certificate this 9th

     day of May, 1991.


                                   NEWELL CO.


                                   William T. Alldredge
                                   Vice President - Finance

     ATTEST:

     Roland E. Knecht
     Secretary

<PAGE>



     STATE OF DELAWARE
     SECRETARY OF STATE
     DIVISION OF CORPORATIONS
     FILED 10:00 AM 06/11/1991
     911625086 - 2118347


     AMENDED CERTIFICATE OF DESIGNATIONS AS TO THE RESOLUTION PROVIDING FOR
     THE  POWERS,  DESIGNATION,  PREFERENCES AND  RELATIVE,  PARTICIPATING,
     OPTIONAL  OR  OTHER RIGHTS,  AND  THE  QUALIFICATIONS, LIMITATIONS  OR
     RESTRICTIONS  THEREOF, AS ARE NOT STATED AND EXPRESSED IN THE RESTATED

     CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE


                 JUNIOR PARTICIPATING PREFERRED STOCK, SERIES B

                                       of

                                   NEWELL CO.

                         ------------------------------
                     Pursuant to Section 151 of the General
                             Corporation Law of the
                                State of Delaware
                         ------------------------------

               NEWELL CO.,  a corporation organized and  existing under the
     General Corporation Law  of the State of  Delaware (hereinafter called
     the "Corporation"), hereby certifies that the following resolution was
     adopted by the  Board of Directors of  the Corporation as required  by
     Section 151  of the General  Corporation Law at a  meeting duly called
     and held on February 14, 1991:

               RESOLVED,  that  the  first  sentence of  Section  1  of the
     Certificate  of Designations  as to the  resolution providing  for the
     powers, designation, preferences and relative, participating, optional
     or other  rights, and the qualifications,  limitations or restrictions
     thereof, as are not  stated and expressed in the  Restated Certificate
     of   Incorporation  or  in  any  amendment   thereto,  of  the  Junior
     Participating   Preferred  Stock,   Series  B   of  Newell   Co.  (the
     "Certificate  of Designations") which was  filed in the  Office of the
     Secretary of State of Delaware on October 31, 1988,  is hereby amended
     to read as follows:

               The shares  of such series shall  be designated as
               "Junior Participating Preferred  Stock, Series  B"
               (the "Series B Preferred Stock") and the number of
               shares constituting  the Series B  Preferred Stock
               shall be 5,000,000.

<PAGE>



   
<PAGE>     -54-

               IN WITNESS WHEREOF, this Amended Certificate of Designations
     is executed on behalf of the Corporation by its Vice President-Finance
     and attested by its Secretary this 5th day of June, 1991.

                                       William T. Alldredge
                                       Vice President - Finance
     Attest:

     Roland E. Knecht
     Secretary

<PAGE>



     STATE OF DELAWARE
     SECRETARY OF STATE
     DIVISION OF CORPORATIONS
     FILED 02:00 PM 11/03/1994
     944211670 - 2118347


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *


          Newell  Co., a  corporation organized and  existing under  and by

     virtue of the General  Corporation Law of the State of  Delaware, DOES

     HEREBY CERTIFY:

          The present registered  agent of the corporation is United States

     Corporation  Company   and  the  present  registered   office  of  the

     corporation is in the county of Kent.

          The  Board of Directors of                                       

     adopted the following resolution on the 2nd day of November, 1994.

          Resolved, that  the registered office  of Newell Co.  in the
          state of Delaware be and it hereby is changed to Corporation
          Trust Center, 1209 Orange Street, in the City of Wilmington,
          County of New Castle,  and the authorization of the  present
          registered  agent of  this corporation  be and  the same  is
          hereby withdrawn, and  THE CORPORATION TRUST COMPANY,  shall
          be and  is hereby  constituted and appointed  the registered
          agent of this  corporation at the address of  its registered
          office.

<PAGE>



   
<PAGE>     -56-

          IN  WITNESS WHEREOF, Newell Co.  has caused this  statement to be

     signed by Richard H. Wolff,  its Secretary*, this 25th day of  October

     1994.



                                         /s/ Richard H. Wolff
                                        -------------------------------
                                                  Secretary

                                        _______________________________
                                                  (Title)


     *    Any authorized officer  of the Chairman  or Vice-Chairman of  the
          Board of Directors may execute this certificate.

<PAGE>



     STATE OF DELAWARE
     SECRETARY OF STATE
     DIVISION OF CORPORATIONS
     FILED MAY 11, 1995



                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION OF


                                   NEWELL CO.

                         ------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
                         ------------------------------

               I,  William T.  Alldredge,  Vice President-Finance of 

     Newell  Co., a  corporation existing under  the  laws of the State of

     Delaware, do hereby certify as follows:

               FIRST:   That  the name  of the  corporation is  Newell Co.,

     formerly known as New Newell Co.

               SECOND:   That  the first  sentence of Article  Fourth of  the

     Restated  Certificate of  Incorporation of  said Corporation  has been

     amended as follows:

                    FOURTH:  The total number of shares which the
               Corporation  shall  have  authority  to  issue  is
               410,000,000, consisting of  400,000,000 shares  of
               Common  Stock of the par  value of $1.00 per share
               and   10,00,000   shares   of   Preferred   Stock,
               consisting of 10,000 shares without  par value and
                                

<PAGE>



   
<PAGE>     -58-

               9,990,000  shares of  the par  value of  $1.00 per
               share.

               THIRD:    That said  amendment  has  been  duly adopted  in

     accordance with provisions of the General Corporation Law of the State

     of Delaware  by the affirmative vote  of the holders of  a majority of

     all  outstanding  common and  preferred stock  entitled  to vote  at a

     meeting of stockholders.

               IN  WITNESS WHEREOF,  we have  signed this  certificate this

     10th day of May, 1995.

                                        NEWELL CO.



                                         /s/ Dale L. Matschullat
                                        -------------------------------
                                             Dale L. Matschullat

                                             Vice President
                                        _______________________________
                                                  (Title)
     

                                                                  EXHIBIT 3.2


                                     BY-LAWS

                                       OF

                                   NEWELL CO.

                            (a Delaware corporation)
                          (as amended February 6, 1995)


                                    ARTICLE I

                                     OFFICES
                                    --------


          1.1  Registered Office.  The registered office of the Corporation
     in the State of Delaware shall be located in the City of Dover and
     County of Kent.  The Corporation may have such other offices, either
     within or without the State of Delaware, as the Board of Directors may
     designate or the business of the Corporation may require from time to
     time.

          1.2  Principal Office in Illinois.  The principal office of the
     Corporation in the State of Illinois shall be located in the City of
     Freeport and County of Stephenson.


                                   ARTICLE II

                                  STOCKHOLDERS
                                  ------------

          2.1  Annual Meeting.  The annual meeting of stockholders shall be
     held each year at such time and date as the Board of Directors may
     designate prior to the giving of notice of such meeting, but if no
     such designation is made, then the annual meeting of stockholders
     shall be held on the second Wednesday in May of each year for the
     election of directors and for the transaction of such other business
     as may come before the meeting.  If the day fixed for the annual
     meeting shall be a legal holiday, such meeting shall be held on the
     next succeeding business day.

          2.2  Special Meetings.  Special meetings
 of the stockholders, for
     any purpose or purposes, may be called by the Chairman, by the Board
     of Directors or by the President.

          2.3  Place of Meeting.  The Board of Directors may designate any
     place, either within or without the State of Delaware, as the place 

<PAGE>



   
<PAGE>     -60-

     of meeting for any annual meeting or for any special meeting called by
     the Board of Directors.  If no designation is made, or if a special
     meeting be otherwise called, the place of meeting shall be the
     principal office of the Corporation in the State of Illinois.

          2.4  Notice of Meeting.  Written notice stating the place, date
     and hour of the meeting, and, in the case of a special meeting, the
     purpose or purposes for which the meeting is called, shall be given
     not less than ten nor more than sixty days before the date of the
     meeting, or in the case of a merger or consolidation of the
     Corporation requiring stockholder approval or a sale, lease or
     exchange of substantially all of the Corporation's property and
     assets, not less than twenty nor more than sixty days before the date
     of meeting, to each stockholder of record entitled to vote at such
     meeting.  If mailed, notice shall be deemed given when deposited in
     the United States mail, postage prepaid, directed to the stockholder
     at his address as it appears on the records of the Corporation.  When
     a meeting is adjourned to another time or place, notice need not be
     given of the adjourned meeting if the time and place thereof are
     announced at the meeting at which the adjournment is taken, unless the
     adjournment is for more than thirty days, or unless, after
     adjournment, a new record date is fixed for the adjourned meeting, in
     either of which cases notice of the adjourned meeting shall be given
     to each stockholder of record entitled to vote at the meeting.

          2.5  Fixing of Record Date.  For the purpose of determining the
     stockholders entitled to notice of or to vote at any meeting of
     stockholders or any adjournment thereof, or to express consent (to the
     extent permitted, if permitted) to corporate action in writing without
     a meeting, or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any
     rights in respect of any change, conversion or exchange of stock or
     for the purpose of any other lawful action, the Board of Directors may
     fix, in advance, a record date, which shall not be more than sixty nor
     less than ten days before the date of such meeting, nor more than
     sixty days prior to any other action.  If no record date is fixed, the
     record date for determining stockholders entitled to notice of or to
     vote at a meeting of stockholders shall be the close of business on
     the day next preceding the day on which notice is given, or, if notice
     is waived, at the close of business on the day next preceding the day
     on which the meeting is held, and the record date for determining
     stockholders for any other purpose shall be the close of business on
     the day on which the Board of Directors adopts the resolution relating
     thereto.  A determination of stockholders of record entitled to notice
     of or to vote at a meeting of stockholders shall apply to any
     adjournment of the meeting unless the Board of Directors fixes a new
     record date for the adjourned meeting.

          2.6  Voting Lists.  The officer who has charge of the stock
     ledger of the Corporation shall prepare and make, at least ten days

<PAGE>



   
<PAGE>     -61-

     before every meeting of stockholders, a complete list of the
     stockholders entitled to vote at the meeting, arranged in alphabetical
     order, and showing the address of each stockholder and the number of
     shares registered in his name, which list, for a period of ten days
     prior to such meeting, shall be kept on file either at a place within
     the city where the meeting is to be held and which place shall be
     specified in the notice of the meeting, or, if not so specified, at
     the place where the meeting is to be held, and shall be open to the
     examination of any stockholder, for any purpose germane to the
     meeting, at any time during ordinary business hours.  Such lists shall
     also be produced and kept at the time and place of the meeting during
     the whole time thereof, and may be inspected by any stockholder who is
     present.  The stock ledger shall be the only evidence as to who are
     the stockholders entitled to examine the stock ledger, the list of
     stockholders entitled to vote, or the books of the Corporation, or to
     vote in person or by proxy at any meeting of stockholders.

          2.7  Quorum.  The holders of shares of stock of the Corporation
     entitled to cast a majority of the total votes that all of the
     outstanding shares of stock of the Corporation would be entitled to
     cast at the meeting, represented in person or by proxy, shall
     constitute a quorum at any meeting of stockholders; provided, that if
     less than a majority of the outstanding shares of capital stock are
     represented at said meeting, a majority of the shares of capital stock
     so represented may adjourn the meeting.  If a quorum is present, the
     affirmative vote of a majority of the votes entitled to be cast by the
     holders of shares of capital stock represented at the meeting shall be
     the act of the stockholders, unless a different number of votes is
     required by the General Corporation Law, the Certificate of
     Incorporation or these By-Laws.  At any adjourned meeting at which a
     quorum shall be present, any business may be transacted which might
     have been transacted at the original meeting.  Withdrawal of
     stockholders from any meeting shall not cause failure of a duly
     constituted quorum at that meeting.

          2.8  Proxies.  Each stockholder entitled to vote at a meeting of
     stockholders or to express consent or dissent to corporate action in
     writing without a meeting may authorize another person or persons to
     act for him by proxy, but no such proxy shall be voted or acted upon
     after three years from its date, unless the proxy provides for a
     longer period.

          2.9  Voting of Stock.  Each stockholder shall be entitled to such
     vote as shall be provided in the Certificate of Incorporation, or,
     absent provision therein fixing or denying voting rights, shall be
     entitled to one vote per share with respect to each matter submitted
     to a vote of stockholders.

          2.10 Voting of Stock by Certain Holders.  Persons holding stock
     in a fiduciary capacity shall be entitled to vote the shares so held. 

<PAGE>



   
<PAGE>     -62-

     Persons whose stock is pledged shall be entitled to vote, unless in
     the transfer by the pledgor on the books of the Corporation he has
     expressly empowered the pledgee to vote thereon, in which case only
     the pledgee or his proxy may represent such stock and vote thereon.  
     Stock standing in the name of another corporation, domestic or
     foreign, may be voted by such officer, agent or proxy as the charter
     or by-laws of such corporation may prescribe or, in the absence of
     such provision, as the board of directors of such corporation may
     determine.  Shares of its own capital stock belonging to the
     Corporation or to another corporation, if a majority of the shares
     entitled to vote in the election of directors of such other
     corporation is held by the Corporation, shall neither be entitled to
     vote nor counted for quorum purposes, but shares of its capital stock
     held by the Corporation in a fiduciary capacity may be voted by it and
     counted for quorum purposes.

          2.11 Voting by Ballot.  Voting on any question or in any election
     may be by voice vote unless the presiding officer shall order or any
     stockholder shall demand that voting be by ballot.


                                   ARTICLE III

                                    DIRECTORS
                                    ---------

          3.1  General Powers.  The business of the Corporation    shall be
     managed by its Board of Directors.

          3.2  Number, Tenure and Qualification.  The number of directors
     of the Corporation shall be ten, and the term of office of each
     director shall be as set forth in the Certificate of Incorporation of
     the Corporation.  Any director may resign at any time upon written
     notice to the Corporation.  Directors need not be stockholders of the
     Corporation.

          3.3  Regular Meetings.  A regular meeting of the Board of
     Directors shall be held without other notice than this By-Law,
     immediately after, and at the same place as, the annual meeting of
     stockholders.  The Board of Directors may provide, by resolution, the
     time and place, either within or without the State of Delaware, for
     the holding of additional regular meetings without other notice than
     such resolution.

          3.4  Special Meetings.  Special meetings of the Board of
     Directors may be called by or at the request of the Vice Chairman and
     Chief Executive Officer or any two directors.  The person or persons
     authorized to call special meetings of the Board of Directors may fix
     any place, either within or without the State of Delaware, as the

<PAGE>



   
<PAGE>     -63-

     place for holding any special meeting of the Board of Directors called
     by them.

          3.5  Notice.  Notice of any special meeting of directors, unless
     waived, shall be given, in accordance with Section 3.6 of the By-Laws,
     in person, by mail, by telegram or cable, by telephone, or by any
     other means that reasonably may be expected to provide similar notice. 
      Notice by mail and, except in emergency situations as described
     below, notice by any other means, shall be given at least two (2) days
     before the meeting.  For purposes of dealing with an emergency
     situation, as conclusively determined by the director(s) or officer(s)
     calling the meeting, notice may be given in person, by telegram or
     cable, by telephone, or by any other means that reasonably may be
     expected to provide similar notice, not less than two hours prior to
     the meeting.  If the secretary shall fail or refuse to give such
     notice, then the notice may be given by the officer(s) or director(s)
     calling the meeting.  Any meeting of the Board of Directors shall be a
     legal meeting without any notice thereof having been given, if all the
     directors shall be present at the meeting.  The attendance of a
     director at any meeting shall constitute a waiver of notice of such
     meeting, and no notice of a meeting shall be required to be given to
     any director who shall attend such meeting.  Neither the business to
     be transacted at, nor the purpose of, any regular or special meeting
     of the Board of Directors need be specified in the notice or waiver of
     notice of such meeting.

          3.6  Notice to Directors.  If notice to a director is given by
     mail, such notice shall be deemed to have been given when deposited in
     the United States mail, postage prepaid, addressed to the director at
     his address as it appears on the records of the Corporation.  If
     notice to a director is given by telegram, cable or other means that
     provide written notice, such notice shall be deemed to have been given
     when delivered to any authorized transmission company, with charges
     prepaid, addressed to the director at his address as it appears on the
     records of the Corporation.  If notice to a director is given by
     telephone, wireless, or other means of voice transmission, such notice
     shall be deemed to have been given when such notice has been
     transmitted by telephone, wireless or such other means to such number
     or call designation as may appear on the records of the Corporation
     for such director.

          3.7  Quorum.  Except as otherwise required by the General Corpo-
     ration Law or by the Certificate of Incorporation, a majority of the
     number of directors fixed by these By-Laws shall constitute a quorum
     for the transaction of business at any meeting of the Board of
     Directors, provided that, if less than a majority of such number of
     directors are present at said meeting, a majority of the directors
     present may adjourn the meeting from time to time without further
     notice.  Interested directors may be counted in determining the

<PAGE>



   
<PAGE>     -64-

     presence of a quorum at a meeting of the Board of Directors or of a
     committee thereof.

          3.8  Manner of Acting.  The vote of the majority of the directors
     present at a meeting at which a quorum is present shall be the act of
     the Board of Directors.

          3.9  Action Without a Meeting.  Any action required or permitted
     to be taken at any meeting of the Board of Directors, or of any
     committee thereof, may be taken without a meeting if all the members
     of the Board or committee, as the case may be, consent thereto in
     writing, and the writing or writings are filed with the minutes of
     proceedings of the Board or committee.

          3.10 Vacancies.  Vacancies on the Board of Directors, newly
     created directorships resulting from any increase in the authorized
     number of directors or any vacancies in the Board of Directors
     resulting from death, disability, resignation, retirement,
     disqualification, removal from office or other cause shall be filled
     in accordance with the provisions of the Certificate of Incorporation.

          3.11 Compensation.  The Board of Directors, by the affirmative
     vote of a majority of directors then in office, and irrespective of
     any personal interest of any of its members, shall have authority to
     establish reasonable compensation of all directors for services to 
     the Corporation as directors, officers, or otherwise.  The directors
     may be paid their expenses, if any, of attendance at each meeting of
     the Board and at each meeting of any committee of the Board of which
     they are members in such manner as the Board of Directors may from
     time to time determine.

          3.12 Presumption of Assent.  A director of the Corporation who is
     present at a meeting of the Board of Directors or at a meeting of any
     committee of the Board at which action on any corporate matter is
     taken shall be conclusively presumed to have assented to the action
     taken unless his dissent shall be entered in the minutes of the
     meeting or unless he shall file his written dissent to such action
     with the person acting as the secretary of the meeting before the
     adjournment thereof or shall forward such dissent by registered mail
     to the Secretary of the Corporation within 24 hours after the
     adjournment of the meeting.  Such right to dissent shall not apply to
     a director who voted in favor of such action.

          3.13 Committees.  By resolution passed by a majority of the whole
     Board, the Board of Directors may designate one or more committees,
     each such committee to consist of two or more directors of the
     Corporation.  The Board may designate one or more directors as
     alternate members of any committee, who may replace any absent or
     disqualified member of any meeting of the committee.  Any such
     committee, to the extent provided in the resolution or in these By-

<PAGE>



   
<PAGE>     -65-

     Laws, shall have any may exercise the powers of the Board of Directors
     in the management of the business and affairs of the Corporation, and
     may authorize the seal of the Corporation to be affixed to all papers
     which may require it.  In the absence or disqualification of any
     member of such committee or committees, the member or members thereof
     present at the meeting and not disqualified from voting, whether or
     not he or they constitute a quorum, may unanimously appoint another
     member of the Board of Directors to act at the meeting in the place of
     such absent or disqualified member.


                                   ARTICLE IV

                                    OFFICERS
                                   ----------

          4.1  Number.  The officers of the Corporation shall be a Chairman
     of the Board, a Vice Chairman and Chief Executive Officer, a President
     and Chief Operating Officer, one or more Group Presidents (the number
     thereof to be determined by the Board of Directors), one or more vice
     presidents (the number thereof to be determined by the Board of
     Directors), Treasurer, a Secretary and such Assistant Treasurers,
     Assistant Secretaries or other officers as may be elected by the Board
     of Directors.

          4.2  Election and Term of Office.  The officers of the
     Corporation shall be elected annually by the Board of Directors at the
     first meeting of the Board of Directors held after each annual meeting
     of stockholders.  If the election of officers shall not be held at
     such meeting, such election shall be held as soon thereafter as
     conveniently may be.  New offices may be created and filled at any
     meeting of the Board of Directors.  Each officer shall hold office
     until his successor is elected and has qualified or until his earlier
     resignation or removal.  Any officer may resign at any time upon
     written notice to the Corporation.  Election of an officer shall not
     of itself create contract rights, except as may otherwise be provided
     by the General Corporation Law, the Certificate of Incorporation of
     these By-Laws.

          4.3  Removal.  Any officer elected by the Board of Directors may
     be removed by the Board of Directors whenever in its judgement the
     best interests of the Corporation would be served thereby, but such
     removal shall be without prejudice to the contract rights, if any, of
     the person so removed.

          4.4  Vacancies.  A vacancy in any office occurring because of
     death, resignation, removal or otherwise, may be filled by the Board
     of Directors.

<PAGE>



   
<PAGE>     -66-

          4.5  The Chairman.  The Chairman shall preside at all meetings of
     the Board of Directors.  In general, he shall perform all duties
     incident to the office of Chairman and such other duties as may be
     prescribed by the Board of Directors from time to time.

          4.6  The Vice Chairman and Chief Executive Officer.  The Vice
     Chairman and Chief Executive Officer shall be the principal executive
     officer of the Corporation.  Subject only to the Board of Directors,
     he shall be in charge of the business of the Corporation; he shall see
     that the resolutions and directions of the Board of Directors are
     carried into effect except in those instances in which that
     responsibility is specifically assigned to some other person by the
     Board of Directors; and, in general, he shall discharge all duties
     incident to the office of the chief executive officer of the
     Corporation and such other duties as may be prescribed by the Board of
     Directors from time to time.  In the absence of the Chairman of the
     Board, the Vice Chairman and Chief Executive Officer shall preside at
     all meetings of the Board of Directors.  The Vice Chairman and Chief
     Executive Officer shall have authority to vote or to refrain from
     voting any and all shares of capital stock of any other corporation
     standing in the name of the Corporation, by the execution of a written
     proxy, the execution of a written ballot, the execution of a written
     consent or otherwise, and, in respect to any meeting of the
     stockholders of such other corporation, and, on behalf of the
     Corporation, may waive any notice of the calling of any such meeting. 
     The Vice Chairman and Chief Executive Officer shall perform such other
     duties as may be prescribed by the Board of Directors from time to
     time.

     The Vice Chairman and Chief Executive Officer, or, in his absence, the
     President and Chief Operating Officer, the Vice President-Finance, the
     Vice President-Controller, the Treasurer or such other person as the
     Board of Directors or one of the preceding named officers shall
     designate, shall call any meeting of the stockholders of the
     Corporation to order and shall act as chairman of such meeting.  In
     the event that no one of the Vice Chairman and Chief Executive
     Officer, the President and Chief Operating Officer, the Vice
     President-Finance, the Vice President-Controller, the Treasurer or a
     person designated by the Board of Directors or by one of the preceding
     named officers, is present, the meeting shall not be called to order
     until such time as there shall be present the Vice Chairman and Chief
     Executive Officer, the President and Chief Operating Officer, the Vice
     President-Finance, the Vice President-Controller, the Treasurer or a
     person designated by the Board of Directors or by one of the preceding
     named officers.  The chairman of any meeting of the stockholders of
     this Corporation shall have plenary power to set the agenda, determine
     the procedure and rules of order, and make definitive rulings at
     meetings of the stockholders.  The Secretary or an Assistant Secretary
     of the Corporation shall act as secretary at all meetings of the
     stockholders, but in the absence of the Secretary or an Assistant

<PAGE>



   
<PAGE>     -67-

     Secretary, the chairman of the meeting may appoint any person to act
     as secretary of the meeting.

          4.7  The President and Chief Operating Officer.  The President
     and Chief Operating Officer shall be the principal operating officer
     of the Corporation and, subject only to the Board of Directors and to
     the Vice Chairman and Chief Executive Officer, he shall have general
     authority over and general management and control of the property,
     business and affairs of the Corporation.  In general, he shall
     discharge all duties incident to the office of the principal operating
     officer of the Corporation and such other duties as may be prescribed
     by the Board of Directors and the Vice Chairman and Chief Executive
     Officer from time to time.  In the absence of the Vice Chairman and
     Chief Executive Officer or in the event of his disability, or
     inability to act, or to continue to act, the President and Chief
     Operating Officer shall perform the duties of the Vice Chairman and
     Chief Executive Officer, and when so acting, shall have all of the
     powers of and be subject to all of the restrictions upon the office of
     Vice Chairman and Chief Executive Officer.  Except in those instances
     in which the authority to execute is expressly delegated to another
     officer or agent of the Corporation or a different mode of execution
     is expressly prescribed by the Board of Directors or these By-Laws, he
     may execute for the Corporation certificates for its shares (the issue
     of which shall have been authorized by the Board of Directors), and
     any contracts, deeds, mortgages, bonds, or other instruments that the
     Board of Directors has authorized, and he may (without previous
     authorization by the Board of Directors) execute such contracts and
     other instruments as the conduct of the Corporation's business in its
     ordinary course requires, and he may accomplish such execution in each
     case either individually or with the Secretary, any Assistant
     Secretary, or any other officer thereunto authorized by the Board of
     Directors, according to the requirements of the form of the
     instrument.  The President and Chief Operating Officer shall have
     authority to vote or to refrain from voting any and all shares of
     capital stock of any other corporation standing in the name of the
     Corporation, by the execution of a written proxy, the execution of a
     written ballot, the execution of a written consent or otherwise, and,
     in respect of any meeting of stockholders of such other corporation,
     and, on behalf of the Corporation, may waive any notice of the calling
     of any such meeting.

          4.8  The Group Presidents.  Each of the Group Presidents shall
     have general authority over and general management and control of the
     property, business and affairs of certain businesses of the
     Corporation.  Each of the Group Presidents shall report to the
     President and Chief Operating Officer or such other officer as may be
     determined by the Board of Directors or the President and Chief
     Operating Officer and shall have such other duties and
     responsibilities as may be assigned to him by the President and Chief
     Operating Officer and the Board of Directors from time to time.

<PAGE>



   
<PAGE>     -68-

          4.9  The Vice Presidents.  Each of the Vice Presidents shall
     report to the President and Chief Operating Officer or such other
     officer as may be determined by the Board of Directors or the
     President and Chief Operating officer.  Each Vice President shall have
     such duties and responsibilities as from time to time may be assigned
     to him by the President and Chief Operating Officer and the Board of
     Directors.

          4.10 The Treasurer.  The Treasurer shall:  (i) have charge and
     custody of and be responsible for all funds and securities of the
     Corporation; receive and give receipts for monies due and payable to
     the Corporation from any source whatsoever, and deposit all such
     monies in the name of the Corporation in such banks, trust companies
     or other depositories as shall be selected in accordance with the
     provisions of Article V of these By-Laws; (ii) in general, perform all
     the duties incident to the office of Treasurer and such other duties
     as from time to time may be assigned to him by the President and Chief
     Operating Officer or the Board of Directors.  In the absence of the
     Treasurer, or in the event of his incapacity or refusal to act, or at
     the direction of the Treasurer, any Assistant Treasurer may perform
     the duties of the Treasurer.

          4.11 The Secretary.  The Secretary shall:  (i) record all of the
     proceedings of the meetings of the stockholders and Board of Directors
     in one or more books kept for the purpose; (ii) see that all notices
     are duly given in accordance with the provisions of these By-Laws or
     as required by law; (iii) be custodian of the corporate records and of
     the seal of the Corporation and see that the seal of the Corporation
     is affixed to all certificates for shares of capital stock prior to
     the issue thereof and to all documents, the execution of which on
     behalf of the Corporation under its seal is duly authorized in
     accordance with he provisions of these By-Laws; (iv) keep a register
     of the post office address of each stockholder which shall be
     furnished to the Secretary by such stockholder; (v) have general
     charge of the stock transfer books of the Corporation and (vi) in
     general, perform all duties incident to the office of Secretary and
     such other duties as from time to time may be assigned to him by the
     President and Chief Operating Officer or the Board of Directors.  In
     the absence of the Secretary, or in the event of his incapacity or
     refusal to act, or at the direction of the Secretary, any Assistant
     Secretary may perform the duties of Secretary.


                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS
                      -------------------------------------

          5.1  Contracts.  Except as otherwise determined by the Board of
     Directors or provided in these By-Laws, all deeds and mortgages made

<PAGE>



   
<PAGE>     -69-

     by the Corporation and all other written contracts and agreements to
     which the Corporation shall be a party shall be executed in its name
     by the Vice Chairman and Chief Executive Officer or the President and
     Chief Operating Officer or any Vice President so authorized by the
     Board of Directors.

          5.2  Loans.  No loans shall be contracted on behalf of the
     Corporation and no evidences of indebtedness shall be issued in its
     name unless authorized by a resolution of the Board of Directors. 
     Such authority may be general or confined to specific instances.

          5.3  Checks, Drafts, Etc.  All checks, drafts or other orders for
     the payment of money, notes or other evidences of indebtedness issued
     in the name of the Corporation, shall be signed by such officer or
     officers, agent or agents of the Corporation and in such manner as
     shall from time to time be determined by resolution of the Board of
     Directors.

          5.4  Deposits.  All funds of the Corporation not otherwise
     employed shall be deposited from time to time to the credit of the
     Corporation in such banks, trust companies or other depositories as
     the Board of Directors may select.


                                   ARTICLE VI

                           CERTIFICATES FOR SHARES OF
                        CAPITAL STOCK AND THEIR TRANSFER
                        --------------------------------

          6.1  Certificates for Shares of Capital Stock.  Certificates
     representing shares of capital stock of the Corporation shall be in
     such form as may be determined by the Board of Directors.  Such
     certificates shall be signed by the Vice Chairman and Chief Executive
     Officer or the President and Chief Operating Officer or any Vice
     President and by the Treasurer or the Secretary or an Assistant
     Secretary.  If any such certificate is countersigned by a transfer
     agent other than the Corporation or its employee, or by a registrar
     other than the Corporation or its employee, any other signature on the
     certificate may be a facsimile.  In case any officer, transfer agent
     or registrar who has signed or whose facsimile signature has been
     placed upon a certificate shall have ceased to be such officer,
     transfer agent or registrar before such certificate is issued, it may
     be issued by the Corporation with the same effect as if he were such
     officer, transfer agent or registrar at the date of issue.  All
     certificates for share of capital stock shall be consecutively
     numbered or otherwise identified.  The name of the person to whom the
     shares represented thereby are issued, with the number of shares and
     date of issue, shall be entered on the books of the Corporation.  All
     certificates surrendered to the Corporation for transfer shall be

<PAGE>



   
<PAGE>     -70-

     cancelled and no new certificates shall be issued until the former
     certificate for a like number of shares shall have been surrendered
     and cancelled and no new certificates shall be issued until the former
     certificate for a like number of shares shall have been surrendered
     and cancelled, except that in case of a lost, destroyed or mutilated
     certificate, a new certificate may be issued therefor upon such terms
     and indemnity to the Corporation as the Board of Directors may
     prescribe.

          6.2  Transfer Agents And Registers.  The Board of Directors may
     appoint one or more transfer agents or assistant transfer agents and
     one or more registrars of transfers, and may require all certificates
     for shares of capital stock of the Corporation to bear the signature
     of a transfer agent and a registrar of transfers.  The Board of
     Directors may at any time terminate the appointment of any transfer
     agent or any assistant transfer agent or any registrar of transfers.


                                   ARTICLE VII

                          LIABILITY AND INDEMNIFICATION
                          -----------------------------

          7.1  Limited Liability of Directors.

          (a)  No person who was or is a director of this Corporation shall
     be personally liable to the Corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director, except
     for liability (i) for breach of the duty of loyalty to the Corporation
     or its stockholders; (ii) for acts of omissions not in good faith or
     that involve intentional misconduct or know violation of law; (iii)
     under Section 174 of the General Corporation Law; or (iv) for any
     transaction from which the director derived any improper personal
     benefit.  If the General Corporation Law is amended after the
     effective date of the By-Law to further eliminate or limit, or to the
     effective date of this By-Law to further eliminate or limit, or to
     authorize further elimination or limitation of, the personal liability
     of a director to this Corporation or its stockholders shall be
     eliminated or limited to the full extent permitted by the General
     Corporation Law, as so amended.  For Purposes of this By-Law,
     "fiduciary duty as a director" shall include any fiduciary duty
     arising out of serving at the request of this Corporation as a
     director of another corporation, partnership, joint venture, trust or
     other enterprise, and any liability to such other corporation,
     partnership, joint venture, trust or other enterprise, and any
     liability to this Corporation in its capacity as a security holder,
     joint venturer, partner, beneficiary, creditor, or investor of or in
     any such other corporation, partnership, joint venture, trust or other
     enterprise.

<PAGE>



   
<PAGE>     -71-

          (b)  Any repeal or modification of the foregoing paragraph by the
     stockholders of this Corporation shall not adversely affect the
     elimination or limitation of the personal liability of a director for
     any act or omission occurring prior to the effective date of such
     repeal or modification.  This provision shall not eliminate or limit
     the liability of a director for any act or omission occurring prior to
     the effective date of this By-Law.

          7.2  Litigation Brought by Third Parties.  The Corporation shall
     indemnify any person who was or is a party or is threatened to be made
     a party to any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or investigative
     (other than an action by or in the right of the Corporation) by reason
     of the fact that he is or was or has agreed to become a director or
     officer of the Corporation; or is or was serving or has agreed to
     serve at the request of the Corporation as a director or officer of
     the Corporation as a director or officer of another corporation,
     partnership, joint venture, trust or other enterprise, or by reason of
     any action alleged to have been taken or omitted in such capacity,
     against costs, charges and other expenses (including attorneys' fees)
     ("Expenses"), judgements, fines and amounts paid in settlement
     actually and reasonably incurred by him in connection with such
     action, suit or proceeding and any appeal thereof if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the Corporation, and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe his
     conduct was unlawful.  The termination of any action, suit or
     proceeding by judgement, order, settlement, conviction, or plea of
     nolo contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in a manner
     he reasonably believed to be in or not opposed to the best interests
     of the Corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was
     unlawful.  For purposes of this By-Law, "serving or has agreed to
     serve at the request of the Corporation as a director or officer of
     another corporation, partnership, joint venture, trust or other
     enterprise" shall include any service by a director or officer of the
     Corporation as a director, officer, employee, director or officer of
     the Corporation as a director, officer, employee, agent or fiduciary
     of such other corporation, partnership, joint venture trust or other
     enterprise, or with respect to any employee benefit plan (or its
     participants or beneficiaries) of the Corporation or any such other
     enterprise.

          7.3  Litigation By or in the Right of the Corporation.  The
     Corporation shall indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the Corporation to procure a
     judgment in its favor by reason of the fact that he is or was or has
     agreed to become a director or officer of the Corporation, or is or

<PAGE>



   
<PAGE>     -72-

     was serving or has agreed to serve at the request of the Corporation
     as a director or officer of another corporation, partnership, joint
     venture, trust or other enterprise, or by reason of any action alleged
     to have been taken or omitted in such capacity against Expenses
     actually and reasonably incurred by him in connection with the
     investigation, defense or settlement of such action or suit and any
     appeal thereof if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the
     Corporation and except that no indemnification shall be made in
     respect of any claim, issue or matter as to which such person shall
     have been adjudged to be liable to the Corporation unless and only to
     the extent that the Court of Chancery of Delaware or the court in
     which such action or suit was brought shall determine upon application
     that, despite the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such Expenses as the Court of Chancery of
     Delaware or such other court shall deem proper.

          7.4  Successful Defense.  To the extent that any person referred
     to in section 7.2 or 7.3 of these By-Laws has been successful on the
     merits or otherwise, including, without limitation, the dismissal of
     an action without prejudice, in defense of any action, suit or
     proceeding referred to therein or in defense of any claim, issue or
     matter therein, he shall be indemnified against Expenses actually and
     reasonably incurred by him in connection therewith.

          7.5  Determination of Conduct. Any indemnification under section
     7.2 or 7.3 of these By-Laws (unless ordered by a court) shall be made
     by the Corporation only as authorized in the specific case upon a
     determination that indemnification of the director or officer is
     proper in the circumstances because he has met the applicable standard
     of conduct set forth in section 7.2 or 7.3.  Such determination shall
     be made (i) by the Board of Directors by a majority vote of a quorum
     (as defined in these By-laws) consisting of directors who were not
     parties to such action, suit or proceeding, or (ii) if such quorum is
     not obtainable, or, even if obtainable a quorum of disinterested
     directors so directs, by independent legal counsel in a written
     opinion, or (iii) by the stockholders.

          7.6  Advance Payment.  Expenses incurred in defending a civil or
     criminal action, suit or proceeding shall be paid by the Corporation
     in advance of the final disposition of such action, suit or proceeding
     and any appeal upon receipt by the Corporation of an undertaking by or
     on behalf of the director or officer to repay such amount if it shall
     ultimately be determined that the is not entitled to be indemnified by
     the Corporation.

          7.7  Determination of Entitlement to Indemnification.  The
     determination of the entitlement of any person to indemnification
     under section 7.2, 7.3 or 7.4 or to advancement of Expenses under

<PAGE>



   
<PAGE>     -73-

     section 7.6 of these By-Laws shall be made promptly, and in any event
     within 60 days after the Corporation has received a written request
     for payment from or on behalf of a director or officer and payment of
     amounts due under such sections shall be made immediately after such
     determination.  If no disposition of such request is made within said
     60 days or if payment has not been made within 10 days thereafter, or
     if such request is rejected, the right to indemnification or
     advancement of Expenses provided by this By-Law shall be enforceable
     by or on behalf of the director or officer in any court of competent
     jurisdiction.  In addition to the other amounts due under this By-Law,
     Expenses incurred by or on behalf of a director or officer in
     successfully establishing his right to indemnification or advancement
     of Expenses, in whole or in part, in any such action (or settlement
     thereof) shall be paid by the Corporation.

          7.8  By-Laws Not Exclusive: Change in Law.  The indemnification
     and advancement of Expenses provided by these By-Laws shall not be
     deemed exclusive of any other rights to which those seeking
     indemnification or advancement of Expenses may be entitled under any
     law (common or statutory), the Certificate of Incorporation,
     agreement, vote of stockholders or disinterested directors or
     otherwise, both as to action in his official capacity and as to action
     in another capacity while holding such office, or while employed by or
     acting as a director or officer of the Corporation or as a director or
     officer of another corporation, partnership, joint venture, trust or
     other enterprise, and shall continue as to a person who has ceased to
     be a director or officer and shall inure to the benefit of the heirs,
     executors and administrators of such a person.  Notwithstanding the
     provisions of these By-Laws, the Corporation shall indemnify or make
     advancement of Expenses to any person referred to in section 7.2 or
     7.3 of this By-Law to the full extent permitted under the laws of
     Delaware and any other applicable laws, as they now exist or as they
     may be amended in the future.

          7.9  Contract Rights.  All rights to indemnification and
     advancement of Expenses provided by these By-Laws shall be deemed to
     be a contract between the Corporation and each director or officer of
     the Corporation who serves, served or has agreed to serve in such
     capacity, or at the request of the Corporation as director or officer
     of another corporation, partnership, joint venture, trust or other
     enterprise, at any time while these By-Laws and the relevant
     provisions of the General Corporation Law or other applicable law, if
     any, are in effect.  Any repeal or modification of these By-Laws, or
     any repeal or modification of relevant provisions of the Delaware
     General Corporation Law or any other applicable law, shall not in any
     way diminish any rights to indemnification of or advancement of
     Expenses to such director or officer or the obligations of the
     Corporation.



                                     

<PAGE>



   
<PAGE>     -74-

          7.10 Insurance. The Corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was or has to
     become a director or officer of the Corporation, or is or was serving
     or has agreed to serve at the request of the Corporation as a director
     or officer of another corporation, partnership, joint venture, trust
     or other enterprise, against any liability asserted against him and
     incurred by him in any such capacity, or arising out of his status as
     such, whether or not the Corporation would have the power to indemnify
     him against such liability under the provisions of these By-Laws.

          7.11 Indemnification of Employees or Agents.  The Board of
     DirectorS may, by resolution, extend the provisions of these By-Laws
     pertaining to indemnification and advancement of Expenses to any
     person who was or is a party or is threatened to be made a party to
     any threatened, pending or completed action, suit or proceeding by
     reason of the fact that he is or was or has agreed to become an
     employee, agent or fiduciary of the Corporation or is or was serving
     or has agreed to serve at the request of the Corporation as a
     director, officer, employee, agent or fiduciary of another
     Corporation, partnership, joint venture, trust or other enterprise or
     with respect to any employee benefit plan (or its participants or
     beneficiaries) of the Corporation or any such other enterprise.


                                  ARTICLE VIII

                                   FISCAL YEAR
                                  ------------

          8.1  The fiscal year of the Corporation shall end on the thirty-
     first day of December in each year.


                                   ARTICLE IX

                                    DIVIDENDS
                                   ----------

          9.1  The Board of Directors may from time to time declare, and
     the Corporation may pay, dividends on its outstanding shares of
     capital stock in the manner and upon the terms and conditions provided
     by law and its Certificate of Incorporation.

<PAGE>



   
<PAGE>     -75-

                                    ARTICLE X

                                      SEAL
                                    ---------

          10.1 The Board of Directors shall provide a corporate seal which
     shall be in the form of a circle and shall have inscribed thereon the
     name of the Corporation and the words "Corporate Seal, Delaware."


                                   ARTICLE XI

                                WAIVER OF NOTICE
                                ----------------

          11.1 Whenever any notice whatever is required to be given under
     any provision of these By-Laws or of the Certificate of Incorporation
     or of the General Corporation Law, a written waiver thereof, signed by
     the person entitled to notice, whether before or after the time stated
     therein, shall be deemed equivalent to notice.  Attendance of a person
     at a meeting of stockholders shall constitute a waiver of notice of
     such meeting, except when the stockholder attends a meeting for the
     express purpose of objecting, at the beginning of the meeting, to the
     transaction of any business because the meeting is not lawfully called
     or convened.  Neither the business to be transacted at, nor the
     purpose of, any regular or special meeting of the stockholders need be
     specified in any written waiver of notice.


                                   ARTICLE XII

                                   AMENDMENTS
                                  ------------

          12.1 These By-Laws may be altered, amended or repealed and new
     By-Laws may be adopted at any meeting of the Board of Directors of the
     Corporation by a majority of the whole Board of Directors.
     

                                                        EXHIBIT 10.1









          ----------------------------------------------
                                                                



                                 NEWELL CO.




          ----------------------------------------------




                          364-DAY CREDIT AGREEMENT


                          Dated as of June 12, 1995




    
          ----------------------------------------------


                                $200,000,000


          ----------------------------------------------





                          THE CHASE MANHATTAN BANK
                           (NATIONAL ASSOCIATION),
                                  as Agent


          ----------------------------------------------




                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -77-

                              TABLE OF CONTENTS


   This Table of Contents is not part of the Agreement to which it is
   attached but is inserted for convenience of reference only.

                                                                     Page

   SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS  . . . . . . . . .   80
        1.01  Certain Defined Terms  . . . . . . . . . . . . . . . .   80
        1.02  Accounting Terms and Determinations  . . . . . . . . .   93
        1.03  Types of Loans . . . . . . . . . . . . . . . . . . . .   94

   SECTION 2.  COMMITMENTS . . . . . . . . . . . . . . . . . . . . .   94
        2.01  Syndicated Loans . . . . . . . . . . . . . . . . . . .   94
        2.02  Borrowings of Syndicated Loans . . . . . . . . . . . .   96
        2.03  Money Market Loans . . . . . . . . . . . . . . . . . .  100
        2.04  Borrowings by Approved Borrowers; Designation of
             Certain Approved Borrowers  . . . . . . . . . . . . . .  100
        2.05  Changes of Commitments . . . . . . . . . . . . . . . .  101
        2.06  Fees . . . . . . . . . . . . . . . . . . . . . . . . .  101
        2.07  Lending Offices  . . . . . . . . . . . . . . . . . . .  102
        2.08  Several Obligations; Remedies Independent  . . . . . .  102
        2.09  Notes  . . . . . . . . . . . . . . . . . . . . . . . .  102
        2.10  Prepayments  . . . . . . . . . . . . . . . . . . . . .  103
        2.11  Extension of Commitment Termination Date . . . . . . .  103

   SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST  . . . . . . . . .  104
        3.01  Repayment of Loans . . . . . . . . . . . . . . . . . .  104
        3.02  Interest . . . . . . . . . . . . . . . . . . . . . . .  104

   SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.  . .  105
        4.01  Payments . . . . . . . . . . . . . . . . . . . . . . .  105
        4.02  Pro Rata Treatment . . . . . . . . . . . . . . . . . .  106
        4.03  Computations . . . . . . . . . . . . . . . . . . . . .  107
        4.04  Non-Receipt of Funds by the Agent  . . . . . . . . . .  107
        4.05  Set-off; Sharing of Payments . . . . . . . . . . . . .  107

   SECTION 5.  YIELD PROTECTION AND ILLEGALITY.  . . . . . . . . . .  108
        5.01
  Additional Costs . . . . . . . . . . . . . . . . . . .  108
        5.02  Limitation on Types of Loans . . . . . . . . . . . . .  110
        5.03  Illegality . . . . . . . . . . . . . . . . . . . . . .  111
        5.04  Base Rate Loans Pursuant to Sections 5.01 and 5.03 . .  111
        5.05  Compensation . . . . . . . . . . . . . . . . . . . . .  111
        5.06  Taxes  . . . . . . . . . . . . . . . . . . . . . . . .  112

   SECTION 6.  CONDITIONS PRECEDENT  . . . . . . . . . . . . . . . .  113
        6.01  Initial Credit Extension . . . . . . . . . . . . . . .  113
        6.02  Initial Credit Extension to any Approved Borrower  . .  114
        6.03  Initial and Subsequent Credit Extensions . . . . . . .  115

   SECTION 7.  REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . .  115
        7.01  Corporate Existence  . . . . . . . . . . . . . . . . .  115
        7.02  Financial Condition  . . . . . . . . . . . . . . . . .  116
        7.03  Litigation . . . . . . . . . . . . . . . . . . . . . .  116

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -78-

        7.04  No Breach  . . . . . . . . . . . . . . . . . . . . . .  116
        7.05  Corporate Action . . . . . . . . . . . . . . . . . . .  117
        7.06  Approvals  . . . . . . . . . . . . . . . . . . . . . .  117
        7.07  Use of Credit  . . . . . . . . . . . . . . . . . . . .  117
        7.08  ERISA  . . . . . . . . . . . . . . . . . . . . . . . .  117
        7.09  Credit Agreements  . . . . . . . . . . . . . . . . . .  117
        7.10  Hazardous Materials  . . . . . . . . . . . . . . . . .  118
        7.11  Taxes  . . . . . . . . . . . . . . . . . . . . . . . .  118
        7.12  True and Complete Disclosure.  . . . . . . . . . . . .  118
        7.13  Subsidiaries.  . . . . . . . . . . . . . . . . . . . .  119
        7.14  Compliance with Law  . . . . . . . . . . . . . . . . .  119
        7.15  Corporate Existence  . . . . . . . . . . . . . . . . .  119
        7.16  No Breach  . . . . . . . . . . . . . . . . . . . . . .  119
        7.17  Corporate Action . . . . . . . . . . . . . . . . . . .  120
        7.18  Approvals  . . . . . . . . . . . . . . . . . . . . . .  120
        7.19  Taxes on Payments of Approved Borrowers  . . . . . . .  120
        7.20  Choice of Law  . . . . . . . . . . . . . . . . . . . .  121
        7.21  Process Agent; Etc.  . . . . . . . . . . . . . . . . .  121
        7.22  Qualification to Do Business . . . . . . . . . . . . .  121
        7.23  Doing Business, Etc. . . . . . . . . . . . . . . . . .  121
        7.24  Immunity . . . . . . . . . . . . . . . . . . . . . . .  121
        7.25  Stamp Taxes  . . . . . . . . . . . . . . . . . . . . .  121
        7.26  Legal Form . . . . . . . . . . . . . . . . . . . . . .  122
        7.27  No Insolvency  . . . . . . . . . . . . . . . . . . . .  122

   SECTION 8.  COVENANTS OF THE COMPANY  . . . . . . . . . . . . . .  122
        8.01  Financial Statements . . . . . . . . . . . . . . . . .  122
        8.02  Litigation . . . . . . . . . . . . . . . . . . . . . .  124
        8.03  Corporate Existence, Etc.  . . . . . . . . . . . . . .  124
        8.04  Insurance  . . . . . . . . . . . . . . . . . . . . . .  125
        8.05  Use of Proceeds  . . . . . . . . . . . . . . . . . . .  125
        8.06  Indebtedness . . . . . . . . . . . . . . . . . . . . .  125
        8.07  Fundamental Changes. . . . . . . . . . . . . . . . . .  125
        8.08  Liens  . . . . . . . . . . . . . . . . . . . . . . . .  127
        8.09  Lines of Businesses  . . . . . . . . . . . . . . . . .  128
        8.10  Interest Coverage Ratio  . . . . . . . . . . . . . . .  128
        8.11  Total Indebtedness to Total Capital  . . . . . . . . .  128

   SECTION 9.  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . .  128

   SECTION 10.  THE AGENT  . . . . . . . . . . . . . . . . . . . . .  131
        10.01  Appointment, Powers and Immunities  . . . . . . . . .  131
        10.02  Reliance by Agent . . . . . . . . . . . . . . . . . .  132
        10.03  Defaults  . . . . . . . . . . . . . . . . . . . . . .  132
        10.04  Rights as a Bank  . . . . . . . . . . . . . . . . . .  132
        10.05  Indemnification . . . . . . . . . . . . . . . . . . .  132
        10.06  Non-Reliance on Agent and Other Banks . . . . . . . .  133
        10.07  Failure to Act  . . . . . . . . . . . . . . . . . . .  133
        10.08  Resignation or Removal of Agent . . . . . . . . . . .  133

   SECTION 11.  GUARANTEE  . . . . . . . . . . . . . . . . . . . . .  134
        11.01  Guarantee . . . . . . . . . . . . . . . . . . . . . .  134
        11.02  Obligations Unconditional . . . . . . . . . . . . . .  134
        11.03  Reinstatement . . . . . . . . . . . . . . . . . . . .  134
        11.04  Subrogation . . . . . . . . . . . . . . . . . . . . .  135

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<PAGE>     -79-

        11.05  Remedies  . . . . . . . . . . . . . . . . . . . . . .  135
        11.06  Continuing Guarantee  . . . . . . . . . . . . . . . .  135

   SECTION 12.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . .  135
        12.01  Waiver  . . . . . . . . . . . . . . . . . . . . . . .  135
        12.02  Notices . . . . . . . . . . . . . . . . . . . . . . .  135
        12.03  Expenses, Etc.  . . . . . . . . . . . . . . . . . . .  136
        12.04  Amendments, Etc.  . . . . . . . . . . . . . . . . . .  136
        12.05  Assignments and Participations  . . . . . . . . . . .  137
        12.06  Survival  . . . . . . . . . . . . . . . . . . . . . .  138
        12.07  Captions  . . . . . . . . . . . . . . . . . . . . . .  139
        12.08  Counterparts  . . . . . . . . . . . . . . . . . . . .  139
        12.09  Governing Law; Jurisdiction; Service of Proces Waiver
             of Jury Trial; Etc. . . . . . . . . . . . . . . . . . .  139
        12.10  Successors and Assigns  . . . . . . . . . . . . . . .  140
        12.11  Judgment Currency.  . . . . . . . . . . . . . . . . .  140
        12.12  Cancellation of Existing Credit Agreements  . . . . .  140

   Schedule I   - List of Indebtedness
   Schedule II  - List of Certain Liens
   Schedule III - Subsidiaries

   EXHIBIT A-1  - Form of Syndicated Note
   EXHIBIT A-2  - Form of Money Market Note
   EXHIBIT B-1  - Form of Opinion of Special Illinois Counsel
   EXHIBIT B-2  - Form of Opinion of Dale L. Matschullat, Esq.,
                    general counsel to the Company and its
                    Subsidiaries
   EXHIBIT C    - Form of Opinion of Special New York Counsel to the
                    Banks and the Agent 
   EXHIBIT D    - [Intentionally Omitted]
   EXHIBIT E    - Form of Money Market Quote Request
   EXHIBIT F    - Form of Money Market Quote
   EXHIBIT G-1  - Form of Designation Letter
   EXHIBIT G-2  - Form of Termination Letter





















                              CREDIT AGREEMENT
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<PAGE>     -80-




             364-DAY CREDIT AGREEMENT dated as of June 12, 1995 among: 
   NEWELL CO., a corporation duly organized and validly existing under
   the laws of the State of Delaware (together with its successors, the
   "Company"); each of the banks which is a signatory hereto (together
   with its successors and permitted assigns, individually, a "Bank" and,
   collectively, the "Banks"); and THE CHASE MANHATTAN BANK (NATIONAL
   ASSOCIATION), as agent for the Banks (in such capacity, together with
   its successors in such capacity, the "Agent").

             The Company has requested that the Banks make loans to the
   Company and certain designated Subsidiaries of the Company in United
   States Dollars and in other currencies in an aggregate principal
   amount not exceeding $200,000,000 at any one time outstanding, and the
   Banks are prepared to make such loans upon the terms hereof. 
   Accordingly, the parties hereto agree as follows:

             SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS.

             1.01  Certain Defined Terms.  As used herein, the following
   terms shall have the following meanings (all terms defined in this
   Section 1 or in other provisions of this Agreement in the singular to
   have the same meanings when used in the plural and vice versa):

             "Adjusted Operating Income" shall mean, for any period, for
   the Company and its Subsidiaries (determined on a consolidated basis
   without duplication in accordance with GAAP) the sum of (i) operating
   income for such period plus (ii) net income (or minus in the case of
   any net loss) from discontinued operations for such period plus (iii)
   interest and dividends received in cash during such period; provided
   that there shall be excluded from Adjusted Operating Income any income
   of any Person that accrued prior to the date it becomes a Subsidiary
   of the Company or is merged into or consolidated with the Company or
   any Subsidiary of the Company.

             "Agent's Account" shall mean (a) in respect of (i) Dollars,
   account number NYAO-DI-900-9-000002 maintained by the Agent with Chase
   at the Principal Office, (ii) Belgian Francs, account
   number 550877160077 maintained by Chase with Banque Paribas Belgique
   S.A. at World Trade Center Blvd., Emile Jacomain 162 BTE 2, 1210
   Brussels, Belgium, (iii) Canadian Dollars, account number 1035908
   maintained by Chase with Bank of Montreal at 34 Beaupre Place
   Boneventure, Montreal, Quebec, Canada, (iv) French Francs, account
   number 001014421280 maintained by Chase with Societe Generale at 29
   Boulevard Haussmann, 75009 Paris, France, (v) Deutschemarks, account
   number 400887330900 maintained by Chase with Commerzbank, A.G., Neue
   Mainzer Strasse 32-36, 60311 Frankfurt am Main 1, Germany, (vi)
   Italian Lira, account number 15392/018 maintained by Chase with Cassa
   di Risparmio Provincie Lombarde S.p.A. at Via Monte di Pieta, 8-1
   20121 Milan, Italy, (vii) Japanese Yen, account number 653-0418102
   maintained by Chase with The Bank of Tokyo at Nihombashi, 6-3
   Nihombashi Hongokucho, 1-chome, Chuo-ku, Tokyo 103-91, Japan and
   (viii) Pounds Sterling, account number 440/00/04403657 maintained by

                              CREDIT AGREEMENT
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<PAGE>     -81-

   Chase with National Westminster Bank PLC at National Westminster
   Tower, 25 Old Broad Street, London EC2, England or (b) any other
   account in respect of any Alternative Currency as the Agent shall
   designate in a notice to the Company and the Banks.

             "Agreed Alternative Currency" shall mean at any time any of
   Belgian Francs, Canadian Dollars, French Francs, Deutschemarks,
   Italian Lira, Japanese Yen and Pounds Sterling, so long as at such
   time, (i) such Currency is dealt with in the London interbank deposit
   market, (ii) such Currency is freely transferable and convertible into
   Dollars in the London foreign exchange market and (iii) no central
   bank or other governmental authorization in the country of issue of
   such Currency is required to permit use of such Currency by any Bank
   for making any Loan hereunder and/or to permit the relevant Borrower
   to borrow and repay the principal thereof and to pay the interest
   thereon, unless such authorization has been obtained.

             "Alternative Currency" shall mean at any time any Agreed
   Alternative Currency and any other currency (other than Dollars) so
   long as at such time, (i) such Currency is dealt with in the London
   interbank deposit market, (ii) such Currency is freely transferable
   and convertible into Dollars in the London foreign exchange market and
   (iii) no central bank or other governmental authorization in the
   country of issue of such Currency is required to permit use of such
   Currency by any Bank for making any Loan hereunder and/or to permit
   the relevant Borrower to borrow and repay the principal thereof and to
   pay the interest thereon, unless such authorization has been obtained.

             "Applicable Lending Office" shall mean (i) for each Bank and
   for each Type and Currency of Loan to any U.S. Borrower, the lending
   office of such Bank (or of an affiliate of such Bank) designated for
   such Type and Currency of Loan on the signature pages hereof or such
   other office of such Bank (or of an affiliate of such Bank) as such
   Bank may from time to time specify to the Agent and the Company and
   (ii) for each Bank and for each Type and Currency of Loan to any
   Foreign Borrower, the lending office of such Bank (or of an affiliate
   of such Bank) as such Bank shall specify to the Agent and the Company.

             "Applicable Margin" shall mean:

             (a)  with respect to Base Rate Loans, 0%; and

             (b)  with respect to LIBOR Loans, 1/5 of 1%.

             "Approved Borrower" shall mean any Wholly Owned Subsidiary
   of the Company as to which a Designation Letter has been delivered to
   the Agent and as to which a Termination Letter shall not have been
   delivered to the Agent, which Subsidiary has been approved as a
   borrower hereunder by all of the Banks, all in accordance with Section
   2.04 hereof.

             "ASC Receivables Sale Agreement" shall mean the receivables
   sale agreement dated December 3, 1991 among the Company as seller and
   collection agent, Asset Securitization Cooperative Corporation as
   purchaser and Canadian Imperial Bank of Commerce as administrative

                              CREDIT AGREEMENT
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<PAGE>     -82-

   agent, as amended, supplemented and otherwise modified and in effect
   from time to time.

             "Base Rate" shall mean, with respect to any Base Rate Loan,
   for any day, the higher of (a) the Federal Funds Rate for such day
   plus 1/2 of 1% and (b) the Prime Rate for such day.

             "Base Rate Loans" shall mean Loans which bear interest based
   upon the Base Rate.

             "Basel Accord" shall mean the proposals for risk-based
   capital framework described by the Basel Committee on Banking
   Regulations and Supervisory Practices in its paper entitled
   "International Convergence of Capital Measurement and Capital
   Standards" dated July 1988, as amended, supplemented and otherwise
   modified and in effect from time to time, or any replacement thereof.

             "Basic Documents" shall mean this Agreement, the Notes, each
   Designation Letter and each Termination Letter.

             "Belgian Francs" shall mean lawful money of the Kingdom of
   Belgium.

             "Borrowers" shall mean the Company and each Approved
   Borrower.

             "Business Day" shall mean any day (a) on which commercial
   banks are not authorized or required to close in New York City and (b)
   where such term is used in the definition of "Quarterly Dates" in this
   Section 1.01 and if such day relates to the giving of notices or
   quotes in connection with a LIBOR Auction or to a borrowing of, a
   payment or prepayment of principal of or interest on, or an Interest
   Period for, a LIBOR Loan or a LIBOR Market Loan or a notice by the
   Company with respect to any such borrowing, payment, prepayment or
   Interest Period, also on which dealings in deposits are carried out in
   the London interbank market and (c) if such day relates to a borrowing
   of, a payment or prepayment of principal of or interest on, or an
   Interest Period for, any Loan denominated in an Alternative Currency,
   or a notice by the Company with respect to any such borrowing,
   payment, prepayment or Interest Period, also on which foreign exchange
   trading is carried out in the London interbank market and on which
   banks are open in the place of payment in the country in whose
   Currency such Loan is denominated.

             "Canadian Dollars" shall mean lawful money of Her Majesty in
   right of Canada.  

             "Capital Assets" shall mean all property, plant or equipment
   which has been reflected in property, plant or equipment in any
   consolidated balance sheet of the Company and its Subsidiaries
   prepared in accordance with GAAP.

             "Capital Lease Obligations" shall mean, as to any Person,
   the obligations of such Person to pay rent or other amounts under a
   lease of (or other agreement conveying the right to use) real and/or

                              CREDIT AGREEMENT
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<PAGE>     -83-

   personal property which obligations are required to be classified and
   accounted for as a capital lease on a balance sheet of such Person
   under GAAP (including Statement of Financial Accounting Standards No.
   13 of the Financial Accounting Standards Board) and, for purposes of
   this Agreement, the amount of such obligations shall be the
   capitalized amount thereof, determined in accordance with GAAP
   (including such Statement No. 13).

             "Chase" shall mean The Chase Manhattan Bank (National
   Association).

             "Code" shall mean the Internal Revenue Code of 1986, as
   amended.

             "Commitment" shall mean, as to each Bank, the obligation of
   such Bank to make Syndicated Loans in an aggregate amount at any one
   time outstanding equal to the amount set opposite such Bank's name on
   the signature pages hereof under the caption "Commitment" (as the same
   may be reduced pursuant to Section 2.05 hereof).  The original
   aggregate principal amount of the Commitments is $200,000,000.

             "Commitment Termination Date" shall mean the date 364 days
   after the date hereof, as the same may be extended pursuant to Section
   2.11 hereof; provided that, if such date is not a Business Day, the
   Commitment Termination Date shall be the next preceding Business Day.

             "Credit Extension" shall mean the making of any Loan
   hereunder.

             "Currency" shall mean Dollars or any Alternative Currency.

             "Default" shall mean an Event of Default or an event which
   with notice or lapse of time or both would become an Event of Default.

             "Designation Letter" shall have the meaning assigned to such
   term in Section 2.04(a) hereof.  

             "Determination Date" shall mean, for any Disposition, the
   last day of the fiscal quarter ending on or immediately preceding the
   date of such Disposition.

             "Deutschemarks" shall mean lawful money of the Federal
   Republic of Germany.

             "Disposition" shall have the meaning assigned to that term
   in Section 8.07 hereof.

             "Disposition Period" shall mean, for any Disposition, a
   period of twelve months ending on the date of such Disposition.

             "Dollar Equivalent" shall mean, with respect to any Loan
   denominated in an Alternative Currency, the amount of Dollars that
   would be required to purchase the amount of the Alternative Currency
   of such Loan on the date such Loan is requested (or, in the case of
   Money Market Loans, the date of the related Money Market Quote

                              CREDIT AGREEMENT
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<PAGE>     -84-

   Request), based upon the arithmetic mean (rounded upwards, if
   necessary, to the nearest 1/100 of 1%), as determined by the Agent, of
   the spot selling rate at which the Reference Banks offer to sell such
   Alternative Currency for Dollars in the London foreign exchange market
   at approximately 11:00 a.m. London time for delivery two Business Days
   later. 

             "Dollars" and "$" shall mean lawful money of the United
   States of America.

             "Drawers" shall have the meaning assigned to that term in
   the definition herein of the term "Existing Credit Agreements".  

             "Environmental Affiliate" shall mean, as to any Person, any
   other Person whose liability (contingent or otherwise) for any
   Environmental Claim such Person may have retained, assumed or
   otherwise become liable (contingently or otherwise), whether by
   contract, operation of law or otherwise; provided that each Subsidiary
   of such Person, and each former Subsidiary or division of such Person
   transferred to another Person, shall in any event be an "Environmental
   Affiliate" of such Person.

             "Environmental Claim" shall mean, with respect to any
   Person, any notice, claim, demand or other communication (whether
   written or oral) by any other Person alleging or asserting liability
   of such Person for investigatory costs, cleanup costs, governmental
   response costs, damages to natural resources or other Property,
   personal injuries, fines or penalties arising out of, based on or
   resulting from (a) the presence, or release into the environment, of
   any hazardous material at any location, whether or not owned by such
   Person, or (b) circumstances forming the basis of any violation, or
   alleged violation, of any Environmental Law.

             "Environmental Laws" shall mean any and all federal, state,
   local and foreign statutes, laws, regulations, ordinances, rules,
   judgments, orders, decrees, permits, concessions, grants, franchises,
   licenses, agreements or other governmental restrictions relating to
   the environment or to emissions, discharges, releases or threatened
   releases of pollutants, contaminants, chemicals or industrial, toxic
   or hazardous substances or wastes into the environment, including,
   without limitation, ambient air, surface water, ground water or land,
   or otherwise relating to the manufacture, processing, distribution,
   use, treatment, storage, disposal, transport or handling of
   pollutants, contaminants, chemicals or industrial, toxic or hazardous
   substances or wastes.

             "ERISA" shall mean the Employee Retirement Income Security
   Act of 1974, as amended from time to time.

             "ERISA Affiliate" shall mean any corporation or trade or
   business which is a member of the same controlled group of
   corporations (within the meaning of Section 414(b) of the Code) as the
   Company or is under common control (within the meaning of
   Section 414(c) of the Code) with the Company.


                              CREDIT AGREEMENT
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<PAGE>     -85-

             "Event of Default" shall have the meaning assigned to that
   term in Section 9 hereof.

             "Existing Credit Agreements" shall mean (a) the Amended and
   Restated Credit Agreement dated as of August 13, 1993, amended and
   restated as of November 19, 1993, among the Company, Anchor Hocking
   Corporation, a Delaware corporation, Newell Operating Company, a
   Delaware corporation (the "Drawers"), each of the banks party thereto
   and Chase, as agent for the banks thereunder, providing that said
   banks extend credit to the Company and the Drawers in an aggregate
   principal or face amount not exceeding $300,000,000 at any one time
   outstanding, (b) the 364-Day Credit Agreement dated as of November 19,
   1993 among the Company, the Drawers, each of the banks party thereto
   and Chase, as agent for the banks thereunder, providing that said
   banks extend credit to the Company and the Drawers in an aggregate
   principal or face amount not exceeding $100,000,000 at any one time
   outstanding and (c) the 364-Day Credit Agreement dated as of August
   11, 1994 among the Company, the Drawers, each of the banks party
   thereto and Chase, as agent for the banks thereunder, providing that
   said banks extend credit to the Company and the Drawers in an
   aggregate principal or face amount not exceeding $100,000,000 at any
   one time outstanding, each as amended, supplemented and otherwise
   modified and in effect from time to time.

             "Federal Funds Rate" shall mean, for any day, the rate per
   annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
   equal to the weighted average of the rates on overnight Federal funds
   transactions with members of the Federal Reserve System arranged by
   federal funds brokers on such day as published by the Federal Reserve
   Bank of New York on the Business Day next succeeding such day,
   provided that (i) if the day for which such rate is to be determined
   is not a Business Day, the Federal Funds Rate for such day shall be
   such rate on such transactions on the next preceding Business Day as
   so published on the next succeeding Business Day, and (ii) if such
   rate is not so published for any day, the Federal Funds Rate for such
   day shall be the average rate charged to Chase on such day on such
   transactions as determined by the Agent.

             "Final Risk-Based Capital Guidelines" shall mean (i) the
   Final Risk-Based Capital Guidelines of the Board of Governors of the
   Federal Reserve System (12 C.F.R. Part 208, Appendix A; 12 C.F.R.
   Part 225, Appendix A) and (ii) the Final Risk-Based Capital Guidelines
   of the Office of the Comptroller of the Currency, and any successor or
   supplemental regulations (12 C.F.R. Part 3, Appendix A), and any
   successor regulations, in each case, as amended, supplemented and
   otherwise modified and in effect from time to time.

             "Foreign Borrower" shall mean any Approved Borrower that is
   not a U.S. Borrower.

             "Foreign Currency Equivalent" shall mean, with respect to
   any amount in Dollars, the amount of any Alternative Currency that
   could be purchased with such amount of Dollars using the foreign
   exchange rate(s) specified in the definition of the term "Dollar
   Equivalent", as determined by the Agent.  

                              CREDIT AGREEMENT
                              ----------------

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<PAGE>     -86-

             "French Francs" shall mean lawful money of the Republic of
   France.

             "GAAP" shall mean generally accepted accounting principles
   applied on a basis consistent with those which, in accordance with the
   last sentence of Section 1.02(a) hereof, are to be used in making the
   calculations for purposes of determining compliance with the
   provisions of this Agreement.

             "Guarantee" of any Person shall mean any guarantee,
   endorsement, contingent agreement to purchase or to furnish funds for
   the payment or maintenance of, or any other contingent liability on or
   with respect to, the Indebtedness, other obligations, net worth,
   working capital or earnings of any other Person (including, without
   limitation, the liability of such Person in respect of the
   Indebtedness of any partnership of which such Person is a general
   partner), or the guarantee by such Person of the payment of dividends
   or other distributions upon the stock of any other Person, or the
   agreement by such Person to purchase, sell or lease (as lessee or
   lessor) property, products, materials, supplies or services primarily
   for the purpose of enabling any other Person to make payment of its
   obligations or to assure a creditor against loss, and the verb
   "Guarantee" shall have a correlative meaning, provided that the term
   "Guarantee" shall not include endorsements for collection or deposits
   in the ordinary course of business.

             "Indebtedness" shall mean, as to any Person at any date
   (without duplication):  (i) indebtedness created, issued, incurred or
   assumed by such Person for borrowed money or evidenced by bonds,
   debentures, notes or similar instruments; (ii) all obligations of such
   Person to pay the deferred purchase price of property or services,
   excluding, however, trade accounts payable (other than for borrowed
   money) arising in, and accrued expenses incurred in, the ordinary
   course of business of such Person so long as such trade accounts
   payable are paid within 120 days of the date the respective goods are
   delivered or the services are rendered; (iii) all Indebtedness of
   others secured by a Lien on any asset of such Person, whether or not
   such Indebtedness is assumed by such Person; (iv) all Indebtedness of
   others Guaranteed by such Person; (v) all Capital Lease Obligations;
   (vi) the Investment Amount (if any); (vii) reimbursement obligations
   of such Person (whether contingent or otherwise) in respect of bankers
   acceptances, surety or other bonds and similar instruments (other than
   commercial, standby or performance letters of credit); and
   (viii) unpaid reimbursement obligations of such Person (other than
   contingent obligations) in respect of commercial, standby or
   performance letters of credit.

             "Indenture" shall mean the Indenture dated as of April 15,
   1992 between the Company and Chase, as trustee, as amended and in
   effect from time to time.

             "Interest Coverage Ratio" shall mean, for any period, the
   ratio of (i) the Adjusted Operating Income for such period to
   (ii) Interest Expense for such period.


                              CREDIT AGREEMENT
                              ----------------

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<PAGE>     -87-

             "Interest Expense" shall mean, for any period, the sum, for
   the Company and its Subsidiaries (determined on a consolidated basis
   without duplication in accordance with GAAP), of (a) all interest paid
   during such period in cash, or accrued during such period as an
   expense, in respect of Indebtedness (including, without limitation,
   imputed interest on Capital Lease Obligations and amortization of
   original issue discount) plus (b) all fees or commissions and net
   losses payable during such period in respect of any bankers
   acceptances, surety bonds, letters of credit or similar instruments
   plus (c) the aggregate amount of fees and expenses paid by the Company
   during such period pursuant to Article V of the ASC Receivables Sale
   Agreement (other than legal fees and expenses paid pursuant to Section
   5.2 thereof and the amount of any Collection Agent Fee (as such term
   is defined therein) retained by the Company in its capacity as
   Collection Agent (as such term is defined therein) pursuant to Section
   5.1.4 thereof) plus (d) comparable fees and expenses paid by the
   Company during such period under any other Receivables Sales
   Agreement.

             "Interest Period" shall mean:

        (a)  with respect to any LIBOR Loan, each period commencing on
   the date such LIBOR Loan is made and ending on the numerically
   corresponding day in the first, second, third or sixth calendar month
   thereafter, as the Company (on its own behalf and on behalf of any
   other Borrower) may select as provided in Section 2.02 hereof, except
   that each Interest Period that commences on the last Business Day of a
   calendar month (or on any day for which there is no numerically
   corresponding day in the appropriate subsequent calendar month) shall
   end on the last Business Day of the appropriate subsequent calendar
   month.

        (b)  With respect to any Base Rate Loan, the period commencing on
   the date such Base Rate Loan is made and ending on the date 30 days
   thereafter.

        (c)  With respect to any Set Rate Loan, the period commencing on
   the date such Set Rate Loan is made and ending on any Business Day up
   to 180 days thereafter, as the Company may select as provided in
   Section 2.03(b) hereof.

        (d)  With respect to any LIBOR Market Loan, the period commencing
   on the date such LIBOR Market Loan is made and ending on the
   numerically corresponding day in the first, second, third or sixth
   calendar month thereafter, as the Company may select as provided in
   Section 2.03(b) hereof, except that each Interest Period which
   commences on the last Business Day of a calendar month (or any day for
   which there is no numerically corresponding day in the appropriate
   subsequent calendar month) shall end on the last Business Day of the
   appropriate subsequent calendar month.

   Notwithstanding the foregoing:  (i) if any Interest Period would
   otherwise commence before and end after the Commitment Termination
   Date, such Interest Period shall not be available hereunder; (ii) each
   Interest Period which would otherwise end on a day which is not a

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<PAGE>     -88-

   Business Day shall end on the next succeeding Business Day (or, in the
   case of an Interest Period for any LIBO Rate Loans, if such next
   succeeding Business Day falls in the next succeeding calendar month,
   on the next preceding Business Day); and (iii) notwithstanding
   clause (i) above, no Interest Period for any LIBO Rate Loans shall
   have a duration of less than one month and, if the Interest Period for
   any such Loans would otherwise be a shorter period, such Loans shall
   not be available hereunder.

             "Investment Amount" shall mean the amount described in (i)
   clause (1) of the definition of "Investment" in the ASC Receivables
   Sale Agreement or (ii) any comparable provision in any other
   Receivables Sales Agreement.

             "Italian Lira" shall mean lawful money of the Republic of
   Italy.  

             "Japanese Yen" shall mean lawful money of Japan.  

             "Jurisdiction" shall mean, with respect to any Borrower, the
   country or countries (including any political subdivision or taxing
   authority thereof or therein) under whose laws such Borrower is
   organized or where such Borrower is domiciled, resident or licensed or
   otherwise qualified to do business or where any significant part of
   the Property of such Borrower is located.  

             "LIBO Base Rate" shall mean, with respect to any LIBO Rate
   Loan in any Currency:  

             (a)  the rate per annum (rounded upwards, if necessary, to
        the nearest 1/16 of 1%) appearing on the Screen for such Currency
        as the London Interbank Offered Rate for deposits in such
        Currency at approximately 11:00 a.m. London time (or as soon
        thereafter as practicable) two Business Days prior to the
        first day of the Interest Period for such Loan; or

             (b)  if such rate does not appear on the Screen (or, if the
        Screen shall cease to be publicly available or if the information
        contained on the Screen, in the Agent's reasonable judgment,
        shall cease accurately to reflect such London Interbank Offered
        Rate, as reported by any publicly available source of similar
        market data selected by the Agent that, in the Agent's reasonable
        judgment, accurately reflects such London Interbank Offered
        Rate), the LIBO Base Rate shall mean, with respect to any LIBO
        Rate Loan for any Interest Period, the arithmetic mean, as
        determined by the Agent, of the rate per annum (rounded upwards,
        if necessary, to the nearest 1/16 of 1%) quoted by each Reference
        Bank at approximately 11:00 a.m. London time (or as soon
        thereafter as practicable) two Business Days prior to the first
        day of the Interest Period for such Loan for the offering by such
        Reference Bank to leading banks in the London interbank market of
        deposits in such Currency having a term comparable to such
        Interest Period and in an amount comparable to the principal
        amount of the LIBO Rate Loan to be made by such Reference Bank
        (or its Applicable Lending Office, as the case may be) for such

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<PAGE>     -89-

        Interest Period; provided that (i) if any Reference Bank is not
        participating in any LIBOR Loan, the LIBO Base Rate for such Loan
        shall be determined by reference to the amount of the Loan which
        such Reference Bank would have made had it been participating in
        such Loans, (ii) in determining the LIBO Base Rate with respect
        to any LIBOR Market Loan, each Reference Bank shall be deemed to
        have made a LIBOR Market Loan in an amount equal to $1,000,000,
        (iii) each Reference Bank agrees to use its best efforts to
        furnish timely information to the Agent for purposes of
        determining the LIBO Base Rate and (iv) if any Reference Bank
        does not furnish such timely information for determination of the
        LIBO Base Rate, the Agent shall determine such interest rate on
        the basis of timely information furnished by the remaining
        Reference Banks.

             "LIBO Rate" shall mean, for any LIBO Rate Loan, a rate per
   annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
   determined by the Agent to be equal to the LIBO Base Rate for the
   Interest Period for such Loan divided by 1 minus the Reserve
   Requirement for such Loan for such Interest Period.

             "LIBO Rate Loans" shall mean LIBOR Loans and LIBOR Market
   Loans.

             "LIBOR Auction" shall mean a solicitation of Money Market
   Quotes setting forth Money Market Margins based on the LIBO Rate
   pursuant to Section 2.03 hereof.

             "LIBOR Loans" shall mean Syndicated Loans interest rates on
   which are determined on the basis of LIBO Rates.

             "LIBOR Market Loans" shall mean Money Market Loans the
   interest rates on which are determined on the basis of LIBO Rates
   pursuant to a LIBOR Auction.

             "Lien" shall mean, with respect to any asset, any mortgage,
   lien, pledge, charge, security interest or encumbrance of any kind in
   respect of such asset.  For the purposes of this Agreement, the
   Company or any Subsidiary shall be deemed to own subject to a Lien any
   asset which it has acquired or holds subject to the interest of a
   vendor or lessor under any conditional sale agreement, capital lease
   or other title retention agreement relating to such asset.

             "Loans" shall mean Money Market Loans and Syndicated Loans.

             "Majority Banks" shall mean Banks having at least 66-2/3% of
   (i) the aggregate amount of the Commitments and (ii) if the
   Commitments shall have been terminated, the aggregate outstanding
   principal amount of all Loans.

             "Material Adverse Effect" shall mean a material adverse
   effect on (i) the consolidated financial condition, operations,
   business or prospects of the Company and its Subsidiaries (taken as a
   whole), (ii) the ability of the Company or any Approved Borrower that
   is a Significant Subsidiary to perform its obligations under any of

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<PAGE>     -90-

   the Basic Documents to which it is a party or (iii) the validity or
   enforceability of any of the Basic Documents.

             "Money Market Borrowing" shall have the meaning assigned to
   that term in Section 2.03(b) hereof.

             "Money Market Loan Limit" shall have the meaning assigned to
   that term in Section 2.03(c)(ii) hereof.

             "Money Market Loans" shall mean the loans provided for by
   Section 2.03 hereof.

             "Money Market Margin" shall have the meaning assigned to
   that term in Section 2.03(c)(ii)(C) hereof.

             "Money Market Quote" shall have the meaning assigned to that
   term in Section 2.03(c) hereof.

             "Money Market Quote Request" shall have the meaning assigned
   to that term in Section 2.03(b) hereof.

             "Money Market Rate" shall have the meaning assigned to that
   term in Section 2.03(c)(ii)(D) hereof.

             "Multiemployer Plan" shall mean a Plan defined as such in
   Section 3(37) of ERISA to which contributions are being made, or have
   been made since January 1, 1980 by the Company or any ERISA Affiliate
   and which is covered by Title IV of ERISA.

             "Net Worth" shall mean, at any time, the consolidated
   stockholders' equity of the Company and its Subsidiaries determined on
   a consolidated basis without duplication in accordance with GAAP.

             "Non-Strategic Property" shall mean Property acquired as
   part of the acquisition of a business made after the date hereof that
   is designated by resolution of the Board of Directors of the Company
   adopted no later than six months after such acquisition as non-
   strategic Property.

             "Notes" shall mean the promissory notes provided for by
   Section 2.09 hereof.

             "Obligor" shall mean the Company, in its capacity as a
   Borrower hereunder and in its capacity as a guarantor of Loans made to
   any Approved Borrower under Section 11 hereof, and each Approved
   Borrower.

             "Other Agreement" shall mean the Five-Year Credit Agreement
   dated as of even date herewith among the Company, the banks party
   thereto and Chase as agent for such banks, as the same may be modified
   and supplemented and in effect from time to time.

             "PBGC" shall mean the Pension Benefit Guaranty Corporation
   or any entity succeeding to any or all its functions under ERISA.


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<PAGE>



   
<PAGE>     -91-

             "Person" shall mean an individual, a corporation, a company,
   a voluntary association, a partnership, a trust, an unincorporated
   organization or a government or any agency, instrumentality or
   political subdivision thereof.

             "Plan" shall mean an employee benefit or other plan
   established or maintained by the Company or any ERISA Affiliate and
   which is covered by Title IV of ERISA, other than a Multiemployer
   Plan.

             "Post-Default Rate" shall mean, in respect of any principal
   of any Loan or any other amount payable by any Borrower under this
   Agreement or any Note which is not paid when due (whether at stated
   maturity, by acceleration or otherwise), a rate per annum during the
   period commencing on the due date until such amount is paid in full
   equal to the sum of 2% plus the Base Rate as in effect from time to
   time plus the Applicable Margin for Base Rate Loans (provided that, if
   such amount in default is principal of a LIBO Rate Loan or a Set Rate
   Loan and the due date is a day other than the last day of the Interest
   Period therefor, the "Post-Default Rate" for such principal shall be,
   for the period commencing on the due date and ending on the last day
   of the Interest Period therefor, 2% above the interest rate for such
   Loan as provided in Section 3.02 hereof and, thereafter, the rate
   provided for above in this definition).

             "Pounds Sterling" shall mean lawful money of England.

             "Prime Rate" shall mean the rate of interest from time to
   time announced by Chase at the Principal Office as its prime
   commercial lending rate.

             "Principal Office" shall mean the principal office of Chase
   presently located at 1 Chase Manhattan Plaza, New York, New York
   10081.

             "Property" shall mean any right or interest in or to
   property of any kind whatsoever, whether real, personal or mixed and
   whether tangible or intangible (including, without limitation, shares
   of capital stock).

             "Quarterly Dates" shall mean the last Business Day of each
   March, June, September and December, the first of which shall be the
   first such day after the date of this Agreement.

             "Receivables Sale Agreement" shall mean (i) the
   ASC Receivables Sale Agreement and (ii) any other comparable agreement
   providing for the periodic sales of accounts receivable. 

             "Reference Banks" shall mean Chase, Morgan Guaranty Trust
   Company of New York and Royal Bank of Canada.   

             "Regulation D" shall mean Regulation D of the Board of
   Governors of the Federal Reserve System (or any successor), as the
   same may be amended or supplemented from time to time.


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<PAGE>     -92-

             "Regulatory Change" shall mean, with respect to any Bank,
   any change after the date of this Agreement in United States Federal,
   state or foreign law or regulations (including Regulation D) or the
   adoption or making after such date of any interpretations, directives
   or requests applying to a class of banks including such Bank of or
   under any United States Federal, state or foreign law or regulations
   (whether or not having the force of law) by any court or governmental
   or monetary authority charged with the interpretation or
   administration thereof.

             "Reserve Requirement" shall mean, for any Interest Period
   for any LIBO Rate Loan, the effective maximum rate at which reserves
   (including any marginal, supplemental or emergency reserves) are
   required to be maintained during such Interest Period under Regulation
   D by member banks of the Federal Reserve System in New York City with
   deposits exceeding one billion Dollars against "Eurocurrency
   liabilities" (as such term is used in Regulation D).  Without limiting
   the effect of the foregoing, the Reserve Requirement shall reflect any
   other reserves required to be maintained by such member banks by
   reason of any Regulatory Change against (i) any category of
   liabilities which includes deposits by reference to which the LIBO
   Base Rate is to be determined or (ii) any category of extensions of
   credit or other assets which includes LIBO Rate Loans.

             "Screen" shall mean, with respect to any Currency, the
   relevant Telerate Page on which appears the London Interbank Offered
   Rate for deposits in such Currency; provided that, if there is no such
   Telerate Page, the relevant Reuters Screen Page will be substituted.  

             "Set Rate Auction" shall mean a solicitation of Money Market
   Quotes setting forth Money Market Rates pursuant to Section 2.03
   hereof.

             "Set Rate Loans" shall mean Money Market Loans the interest
   rates on which are determined on the basis of Money Market Rates
   pursuant to a Set Rate Auction.

             "Significant Subsidiary" shall mean, at any time, any
   Subsidiary of the Company if the revenues of such Subsidiary and its
   Subsidiaries for the four consecutive fiscal quarters of such
   Subsidiary most recently ended (determined on a consolidated basis
   without duplication in accordance with GAAP and whether or not such
   Person was a Subsidiary of the Company during all or any part of the
   fiscal period of the Company referred to below) exceed an amount equal
   to 7-1/2% of the revenues of the Company and its Subsidiaries for the
   four consecutive fiscal quarters of the Company most recently ended
   (determined on a consolidated basis without duplication in accordance
   with GAAP and including such Subsidiary and its Subsidiaries on a pro
   forma basis of such Subsidiary was not a Subsidiary of the Company).

             "Subsidiary" of any Person shall mean any corporation of
   which at least a majority of the outstanding shares of stock having by
   the terms thereof ordinary voting power to elect a majority of the
   board of directors of such corporation (irrespective of whether or not
   at the time stock of any other class or classes of such corporation

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<PAGE>     -93-

   shall have or might have voting power by reason of the happening of
   any contingency) is at the time directly or indirectly owned or
   controlled by such Person and/or one or more of the Subsidiaries of
   such Person.  "Wholly-Owned Subsidiary" shall mean any such
   corporation of which all such shares, other than directors' qualifying
   shares or shares held by nominees to satisfy any requirement as to
   minimum number of shareholders, are so owned or controlled.

             "Syndicated Loans" shall mean the loans provided for by
   Section 2.01 hereof.

             "Syndicated Notes" shall mean the promissory notes provided
   for by Section 2.09(a) hereof.

             "Taxes" shall have the meaning assigned to such term in
   Section 5.06(a) hereof.  

             "Termination Letter" shall have the meaning assigned to such
   term in Section 2.04(a) hereof.  

             "Total Capital" shall mean the sum of (i) Net Worth plus
   (ii) Total Indebtedness.

             "Total Consolidated Assets" shall mean, as at any time, the
   total of all the assets appearing on the consolidated balance sheet of
   the Company and its Subsidiaries determined in accordance with
   generally accepted accounting principles applicable to the type of
   business in which the Company and such Subsidiaries are engaged, and
   may be determined as of a date, selected by the Company, not more than
   sixty days prior to the happening of the event for which such
   determination is being made.  

             "Total Indebtedness" shall mean, as at any time, the total
   Indebtedness of the Company and its Subsidiaries determined on a
   consolidated basis without duplication.

             "Type" shall have the meaning assigned to such term in
   Section 1.03 hereof.

             "U.S. Borrower" shall mean the Company and any Approved
   Borrower that is incorporated under the laws of the United States of
   America or any State thereof or the District of Columbia.

             "Wholly-Owned Subsidiary" shall have the meaning assigned to
   such term in the definition of the term "Subsidiary". 
             1.02  Accounting Terms and Determinations.

             (a)  All accounting terms used herein shall be interpreted,
   and, unless otherwise disclosed to the Banks in writing at the time of
   delivery thereof in the manner described in subsection (b) below, all
   financial statements and certificates and reports as to financial
   matters required to be delivered to the Banks hereunder shall be
   prepared, in accordance with generally accepted accounting principles
   applied on a basis consistent with those used in the preparation of
   the latest financial statements furnished to the Banks hereunder after

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<PAGE>     -94-

   the date hereof (or, until such financial statements are furnished,
   consistent with those used in the preparation of the financial
   statements referred to in Section 7.02(a) hereof).  All calculations
   made for the purposes of determining compliance with the terms of
   Sections 8.07(a)(vii), 8.10 and 8.11 hereof shall, except as otherwise
   expressly provided herein, be made by application of generally
   accepted accounting principles applied on a basis consistent with
   those used in the preparation of the annual or quarterly financial
   statements furnished to the Banks pursuant to Section 8.01 hereof (or,
   until such financial statements are furnished, consistent with those
   used in the preparation of the financial statements referred to in
   Section 7.02(a) hereof) unless (i) the Company shall have objected to
   determining such compliance on such basis at the time of delivery of
   such financial statements or (ii) the Majority Banks shall so object
   in writing within 30 days after delivery of such financial statements,
   in either of which events such calculations shall be made on a basis
   consistent with those used in the preparation of the latest financial
   statements as to which such objection shall not have been made (which,
   if objection is made in respect of the first financial statements
   delivered under Section 8.01 hereof, shall mean the financial
   statements referred to in Section 7.02(a) hereof).

             (b)  The Company shall deliver to the Banks at the same time
   as the delivery of any annual or quarterly financial statement under
   Section 8.01 hereof (i) a description in reasonable detail of any
   material variation between the application of accounting principles
   employed in the preparation of such statement and the application of
   accounting principles employed in the preparation of the next
   preceding annual or quarterly financial statements as to which no
   objection has been made in accordance with the last sentence of
   subsection (a) above and (ii) reasonable estimates of the difference
   between such statements arising as a consequence thereof.

             (c)  To enable the ready and consistent determination of
   compliance with the covenants set forth in Section 8 hereof, the
   Company shall not change the last day of its fiscal year from
   December 31, or the last days of the first three fiscal quarters in
   each of its fiscal years from March 31, June 30 and September 30,
   respectively.

             1.03  Types of Loans.  Loans hereunder are distinguished by
   "Type" and by "Currency".  The "Type" of a Loan refers to whether such
   Loan is a Base Rate Loan, a LIBOR Loan, a Set Rate Loan or a LIBOR
   Market Loan, each of which constitutes a Type.  Loans may be
   identified by both Type and Currency.

             SECTION 2.  COMMITMENTS.

             2.01  Syndicated Loans.  Each Bank severally agrees, on the
   terms of this Agreement, to make loans to any Borrower in Dollars or
   in any of the Agreed Alternative Currencies during the period from and
   including the date hereof to and including the Commitment Termination
   Date in an aggregate principal amount at any one time outstanding up
   to but not exceeding the amount of such Bank's Commitment as then in
   effect.  Subject to the terms of this Agreement, during such period

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<PAGE>     -95-

   the Company may borrow, repay and reborrow the amount of the
   Commitments by means of Base Rate Loans in Dollars and LIBOR Loans in
   Dollars or any Agreed Alternative Currency; provided that the
   aggregate outstanding principal amount of all Syndicated Loans at any
   one time shall not exceed the aggregate amount of the Commitments at
   such time; and provided, further, that there may be no more than
   twenty (20) different Interest Periods for both Syndicated Loans and
   Money Market Loans outstanding at the same time (for which purpose
   Interest Periods described in different lettered clauses of the
   definition of the term "Interest Period" shall be deemed to be
   different Interest Periods even if they are coterminous).  For
   purposes of determining whether the amount of any borrowing under this
   Section 2.01 would, together with all other outstanding Syndicated
   Loans, exceed the Commitments and, for purposes of determining the
   unused portion of the Commitments, the amount of each Syndicated Loan
   denominated in an Agreed Alternative Currency shall be deemed to be
   the Dollar Equivalent of the amount in the Agreed Alternative Currency
   of such Loan.

             2.02  Borrowings of Syndicated Loans.  The Company (on its
   own behalf and on behalf of any other Borrower) shall give the Agent
   (which shall promptly notify the Banks) notice of each borrowing
   hereunder of Syndicated Loans, which notice shall be irrevocable and
   effective only upon receipt by the Agent, shall specify with respect
   to the Syndicated Loans to be borrowed (i) the Agreed Alternative
   Currency or Currencies in which such Loans are to be made and the
   account of the relevant Borrower maintained with a commercial bank in
   the country in whose Currency such Loans are denominated at which such
   Loans are to be made available to such Borrower, (ii) the aggregate
   amount in Dollars or, in the case of Loans in Agreed Alternative
   Currencies, in such Agreed Alternative Currency, which shall be at
   least $1,000,000 in the case of Base Rate Loans and $5,000,000 in the
   case of LIBOR Loans (or in either case an integral multiple of
   $1,000,000 in excess thereof) or, in the case of LIBOR Loans in an
   Agreed Alternative Currency, the Foreign Currency Equivalent thereof
   (rounded to the nearest 1000 units of such Alternative Currency),
   (iii) the Type and date (which shall be a Business Day) and (iv) (in
   the case of LIBOR Loans) the duration of the Interest Period therefor,
   and each such notice shall be given not later than 11:00 a.m. New York
   time on the day which is not less than the number of Business Days
   prior to the date of such borrowing specified below opposite the type
   of such Loans:

                    Type                   Number of Business Days
                 ----                   -----------------------

        Base Rate Loans                              0
        LIBOR Loans in Dollars                       3
        LIBOR Loans in Alternative Currencies        5

   Not later than 2:00 p.m. New York time (in the case of Loans
   denominated in Dollars) or 11:00 a.m. local time in the location of
   the Agent's Account (in the case of Loans denominated in an Agreed
   Alternative Currency) on the date specified for each borrowing of
   Syndicated Loans hereunder, each Bank shall, subject to Section

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<PAGE>     -96-

   4.01(a) hereof, make available the amount of the Syndicated Loan or
   Loans to be made by it on such date to the Agent, at the Agent's
   Account for the Currency of such Loans in immediately available funds,
   for account of the relevant Borrower.  The amount so received by the
   Agent shall, subject to the terms and conditions of this Agreement,
   promptly be made available to the relevant Borrower by depositing the
   same, in immediately available funds, in an account of the relevant
   Borrower designated by the Company.

             2.03  Money Market Loans.

             (a)  In addition to borrowings of Syndicated Loans, the
   Company (on its own behalf and on behalf of any other Borrower) may,
   as set forth in this Section 2.03, request the Banks to make offers to
   make LIBOR Market Loans to such Borrower in Dollars or in any
   Alternative Currency or Set Rate Loans in Dollars.  The Banks may, but
   shall have no obligation to, make such offers and such Borrower may,
   but shall have no obligation to, accept any such offers in the manner
   set forth in this Section 2.03.  Money Market Loans may be
   LIBOR Market Loans or Set Rate Loans (each a "Type" of Money Market
   Loan), provided that there may be no more than twenty (20) different
   Interest Periods for both Syndicated Loans and Money Market Loans
   outstanding at the same time (for which purpose Interest Periods
   described in different lettered clauses of the definition of the term
   "Interest Period" shall be deemed to be different Interest Periods
   even if they are coterminous).

             (b)  When any Borrower wishes to request offers to make
   Money Market Loans, the Company (on its own behalf and on behalf of
   any other Borrower) shall give the Agent (which shall promptly notify
   the Banks) notice in the form of Exhibit E hereto (a "Money Market
   Quote Request") so as to be received no later than 11:00 a.m. New York
   time on (x) the fifth Business Day prior to the date of borrowing
   proposed therein in the case of a LIBOR Auction or (y) the Business
   Day next preceding the date of borrowing proposed therein, in the case
   of a Set Rate Auction, specifying:

             (i)  the name of the Borrower, the Currency of such
        borrowing and the proposed date of such borrowing (a "Money
        Market Borrowing"), which shall be a Business Day;

            (ii)  the aggregate amount of such Money Market Borrowing,
        which shall be at least $5,000,000 (or an integral multiple of
        $1,000,000 in excess thereof) or, in the case of Money Market
        Loans in an Alternative Currency, the Foreign Currency Equivalent
        thereof (rounded to the nearest 1,000 units of such Alternative
        Currency);

           (iii)  the duration of the Interest Period applicable thereto;
        and

            (iv)  whether the Money Market Quotes requested are to set
        forth a Money Market Margin or a Money Market Rate.



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<PAGE>     -97-

             The Company (on its own behalf and on behalf of any other
   Borrower) may request offers to make Money Market Loans for up to
   fifteen (15) different Interest Periods in a single Money Market Quote
   Request; provided that the request for each separate Interest Period
   shall be deemed to be a separate Money Market Quote Request for a
   separate Money Market Borrowing.  Except as otherwise provided in the
   preceding sentence, no Money Market Quote Request shall be given
   within five Business Days of any other Money Market Quote Request.

             (c)  (i)  Any Bank may, by notice to the Agent in the form
   of Exhibit F hereto (a "Money Market Quote"), submit an offer to make
   a Money Market Loan in response to any Money Market Quote Request;
   provided that, if the request under Section 2.03(b) hereof specified
   more than one Interest Period, such Bank may make a single submission
   containing a separate offer for each such Interest Period and each
   such separate offer shall be deemed to be a separate Money Market
   Quote.  Each Money Market Quote must be submitted to the Agent not
   later than (x) 2:00 p.m. (or, in the case of Money Market Loans in an
   Alternative Currency, 11:00 a.m.) New York time on the fourth Business
   Day prior to the proposed date of borrowing, in the case of a LIBOR
   Auction or (y) 11:00 a.m. New York time on the proposed date of
   borrowing, in the case of a Set Rate Auction; provided that any Money
   Market Quote submitted by Chase (or its Applicable Lending Office) may
   be submitted, and may only be submitted, if Chase (or such Applicable
   Lending Office) notifies the Company of the terms of the offer
   contained therein not later than (x) 1:00 p.m. (or, in the case of
   Money Market Loans in an Alternative Currency, 10:00 a.m.) New York
   time on the fourth Business Day prior to the proposed date of
   borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York
   time on the proposed date of borrowing, in the case of a Set Rate
   Auction.  Subject to Sections 5.03, 6.03 and 9 hereof, any Money
   Market Quote so made shall be irrevocable except with the written
   consent of the Agent given on the instructions of the Company.

            (ii)  Each Money Market Quote shall specify:

                  (A)  the name of the Borrower, the Currency of such
             borrowing, the proposed date of borrowing and the Interest
             Period therefor;

                  (B)  the principal amount of the Money Market Loan for
             which each such offer is being made, which principal amount
             (x) may be greater than or less than the Commitment of the
             quoting Bank, (y) must be in an integral multiple of
             $1,000,000 or, in the case of a Money Market Loan in an
             Alternative Currency, the Foreign Currency Equivalent
             thereof (rounded to the nearest 1,000 units of such
             Alternative Currency), and (z) may not exceed the principal
             amount of the Money Market Borrowing for which offers were
             requested;

                  (C)  in the case of a LIBOR Auction, the margin above
             or below the applicable LIBO Rate (the "Money Market
             Margin") offered for each such Money Market Loan, expressed


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<PAGE>     -98-

             as a percentage (rounded to the nearest 1/10,000th of 1%) to
             be added to or subtracted from the applicable LIBO Rate;

                  (D)  in the case of a Set Rate Auction, the rate of
             interest per annum (rounded to the nearest 1/10,000th of 1%)
             (the "Money Market Rate") offered for each such Money Market
             Loan; and

                  (E)  the identity of the quoting Bank.

   No Money Market Quote shall contain qualifying, conditional or similar
   language or propose terms other than or in addition to those set forth
   in the applicable Money Market Quote Request and, in particular, no
   Money Market Quote may be conditioned upon acceptance by the Company
   of all (or some specified minimum) of the principal amount of the
   Money Market Loan for which such Money Market Quote is being made;
   provided that the submission of any Bank containing more than one
   Money Market Quote may be conditioned on the Company not accepting
   offers contained in such submission that would result in such Bank
   making Money Market Loans pursuant thereto in excess of a specified
   aggregate amount (the "Money Market Loan Limit").

             (d)  The Agent shall (x) in the case of a Set Rate Auction,
   as promptly as practicable after the Money Market Quote is submitted
   (but in any event not later than 11:15 a.m. New York time) or (y) in
   the case of a LIBOR Auction, by 4:00 p.m. (or, in the case of Money
   Market Loans in an Alternative Currency, noon) New York time on the
   day a Money Market Quote is submitted, notify the Company (which will
   promptly notify the relevant Borrower if it is not the Company) of the
   terms (i) of any Money Market Quote submitted by a Bank that is in
   accordance with Section 2.03(c) hereof and (ii) of any Money Market
   Quote that amends, modifies or is otherwise inconsistent with a
   previous Money Market Quote submitted by such Bank with respect to the
   same Money Market Quote Request.  Any such subsequent Money Market
   Quote shall be disregarded by the Agent unless such subsequent Money
   Market Quote is submitted solely to correct a manifest error in such
   former Money Market Quote.  The Agent's notice to the Company shall
   specify (A) the aggregate principal amount of the Money Market
   Borrowing for which offers have been received and (B) the respective
   principal amounts and Money Market Margins or Money Market Rates, as
   the case may be, so offered by each Bank (identifying the Bank that
   made each Money Market Quote).

             (e)  Not later than (x) 11:00 a.m. New York time on the
   third Business Day (or, in the case of Money Market Loans in an
   Alternative Currency, 2:00 p.m. New York time on the fourth Business
   Day) prior to the proposed date of borrowing, in the case of a LIBOR
   Auction or (y) noon New York time on the proposed date of borrowing,
   in the case of a Set Rate Auction, the Company shall notify the Agent
   of its or the relevant Borrower's if the Borrower is not the Company
   acceptance or nonacceptance of the offers so notified to the Company
   pursuant to Section 2.03(d) hereof (which notice shall specify the
   aggregate principal amount of offers from each Bank for each Interest
   Period that are accepted; and the failure of the Company to give such
   notice by such time shall constitute non-acceptance) and the Agent

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<PAGE>     -99-

   shall promptly notify each affected Bank of the acceptance or non-
   acceptance of its offers.  The notice by the Agent shall also specify
   the aggregate principal amount of offers for each Interest Period that
   were accepted.  The Company (on its own behalf and on behalf of any
   other Borrower)  may accept any Money Market Quote in whole or in part
   (provided that any Money Market Quote accepted in part from any Bank
   shall be in an integral multiple of $1,000,000 or, in the case of a
   Money Market Loan in an Alternative Currency, the Foreign Currency
   Equivalent thereof (rounded to the nearest 1,000 units of such
   Alternative Currency)); provided that:

             (i)  the aggregate principal amount of each Money Market
        Borrowing may not exceed the applicable amount set forth in the
        related Money Market Quote Request;

            (ii)  the aggregate principal amount of each Money Market
        Borrowing shall be at least $5,000,000 (or an integral multiple
        of $1,000,000 in excess thereof) or, in the case of a borrowing
        of Money Market Loans in an Alternative Currency, the Foreign
        Currency Equivalent thereof (rounded to the nearest 1,000 units
        of such Alternative Currency);

           (iii)  acceptance of offers may, subject to clause (v) below,
        only be made in ascending order of Money Market Margins or Money
        Market Rates, as the case may be; provided that the Company need
        not accept on behalf of any Approved Borrower the offer of any
        Bank if payment of the interest on the relevant Money Market Loan
        would subject such Approved Borrower to the requirement of paying
        any additional amounts under Section 5.06(a) hereof or if such
        interest payment would be subject to greater restrictions on
        deductibility for income tax purposes than the restriction
        applicable to interest payments made to other Banks whose offers
        are accepted;  

            (iv)  the Company (on its own behalf and on behalf of any
        other Borrower) may not accept any offer where the Agent has
        advised the Company that such offer fails to comply with
        Section 2.03(c)(ii) hereof or otherwise fails to comply with the
        requirements of this Agreement (including, without limitation,
        Section 2.03(a) hereof); and

             (v)  the aggregate principal amount of each Money Market
        Borrowing from any Bank may not exceed any applicable Money
        Market Loan Limit of such Bank.

   If offers are made by two or more Banks with the same Money Market
   Margins or Money Market Rates, as the case may be, for a greater
   aggregate principal amount than the amount in respect of which offers
   are accepted for the related Interest Period, the principal amount of
   Money Market Loans in respect of which such offers are accepted shall
   be allocated by the Company among such Banks as nearly as possible (in
   an integral multiple of $1,000,000 or, in the case of a Borrowing of
   Money Market Loans in an Alternative Currency, the Foreign Currency
   Equivalent thereof (rounded to the nearest 1000 units of such
   Alternative Currency)) in proportion to the aggregate principal amount

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<PAGE>     -100-

   of such offers.  Determinations by the Company of the amounts of Money
   Market Loans shall be conclusive in the absence of manifest error.

             (f)  Any Bank whose offer to make any Money Market Loan has
   been accepted in accordance with the terms and conditions of this
   Section 2.03 shall, not later than 2:00 p.m. New York time (in the
   case of Loans denominated in Dollars) or 11:00 a.m. local time in the
   location of the Agent's Account (in the case of Loans denominated in
   an Alternative Currency) on the date specified for the making of such
   Loan, make the amount of such Loan available to the Agent at the
   Agent's Account for the Currency of such Loan in immediately available
   funds.  The amount so received by the Agent shall, subject to the
   terms and conditions of this Agreement, promptly be made available to
   the relevant Borrower on such date by depositing the same, in
   immediately available funds, in an account of the relevant Borrower
   designated by the Company.

             (g)  The amount of any Money Market Loan made by any Bank
   shall not constitute a utilization of such Bank's Commitment.

             2.04  Borrowings by Approved Borrowers; Designation of
   Certain Approved Borrowers.  

             (a)  The Company may, at any time or from time to time,
   designate one or more Wholly Owned Subsidiaries as Borrowers hereunder
   by furnishing to the Agent a letter (a "Designation Letter") in
   duplicate, substantially in the form of Exhibit G-1 hereto, duly
   completed and executed by the Company and such Subsidiary.  Any such
   designation may restrict such Wholly Owned Subsidiary to Money Market
   Loans and exclude the applicability of Section 5.06(a) hereof to such
   Wholly Owned Subsidiary, all as set forth in the relevant Designation
   Letter.  Upon approval by all of the Banks (which approval shall not
   be unreasonably withheld) of such Subsidiary as an Approved Borrower,
   which approval shall be evidenced by the Agent signing and returning
   to the Company a copy of such Designation Letter, such Subsidiary
   shall be an Approved Borrower.  There may be no more than ten Approved
   Borrowers at any one time.  So long as all principal and interest on
   all Loans of any Approved Borrower hereunder have been paid in full,
   the Company may terminate its status as an Approved Borrower hereunder
   by furnishing to the Agent a letter (a "Termination Letter"),
   substantially in the form of
   Exhibit G-2 hereto, duly completed and executed by the Company and
   such Approved Borrower.  Any Termination Letter furnished in
   accordance with this Section 2.04 shall be effective upon receipt by
   the Agent (which shall promptly notify the Banks), whereupon the Banks
   shall promptly deliver to the Company (through the Agent) the Notes of
   such former Approved Borrower.  Notwithstanding the foregoing, the
   delivery of a Termination Letter with respect to any Approved Borrower
   shall not terminate any obligation of such Approved Borrower
   theretofore incurred (including, without limitation, obligations under
   Sections 5.01, 5.05 and 5.06) or the obligations of the Company under
   Section 11 hereof with respect thereto.

             (b)  The Agent is hereby authorized by the Banks (i) to
   approve (on behalf of all of the Banks) as an Approved Borrower, and

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<PAGE>     -101-

   (ii) to sign and return to the Company a Designation Letter from the
   Company with respect to, each of the following Subsidiaries of the
   Company:  

                  (1)  Newell Operating Company;

                  (2)  Newell Investments, Inc.;

                  (3)  Newell Consumer Products GmbH (formerly Corning
                       Consumer GmbH) ("Newell Germany");

                  (4)  Newell Holdings U.K. Limited ("Newell UK");

                  (5)  Newell Limited (formerly Corning Consumer Limited)
                       ("Newell Limited");

                  (6)  Newell Holdings France S.A.S. ("Newell France"); 

                  (7)  Newell S.A. (formerly Corning Consumer S.A.); 
                  (8)  Anchor Hocking Corporation; and
    
                  (9)  Newell Industries Canada, Inc. ("Newell Canada");  


   provided that, the Designation Letters with respect to Newell Germany,
   Newell UK, Newell Limited, Newell France, Newell S.A. and Newell
   Canada only must restrict such Approved Borrowers to Money Market
   Loans and may exclude the applicability of Section 5.06(a) hereof.  

             2.05  Changes of Commitments.

             (a)  Unless theretofore reduced to such amount pursuant to
   paragraphs (b) and (c) below, the aggregate amount of the Commitments
   shall automatically be reduced to zero on the Commitment Termination
   Date.

             (b)  The Company shall have the right to terminate or reduce
   permanently the amount of the Commitments at any time or from time to
   time upon not less than three Business Days' prior notice to the Agent
   (which shall promptly notify the Banks) of each such termination or
   reduction, which notice shall specify the effective date thereof and
   the amount of any such reduction (which shall be in an integral
   multiple of $5,000,000) and shall be irrevocable and effective only
   upon receipt by the Agent; provided that the Company may not at any
   time (i) terminate the Commitments in whole if Syndicated Loans are
   then outstanding or (ii) reduce the aggregate amount of the
   Commitments below the aggregate outstanding principal amount of the
   Syndicated Loans.

             (c)  The Commitments once terminated or reduced may not be
   reinstated.

             2.06  Fees.  The Company shall pay to the Agent for account
   of each Bank a facility fee on the daily average amount of such Bank's
   Commitment (whether or not utilized), for the period from and

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<PAGE>     -102-

   including the date hereof to but not including the date such
   Commitment is terminated, at a rate per annum equal to 8/100 of 1%. 
   Accrued facility fee shall be payable on each Quarterly Date in
   arrears and on the earlier of the date the Commitments are terminated
   and the Commitment Termination Date.

             2.07  Lending Offices.  The Loans of each Type and Currency
   made by each Bank shall be made and maintained at such Bank's
   Applicable Lending Office for Loans of such Type and Currency.

             2.08  Several Obligations; Remedies Independent.  The
   failure of any Bank to make any Syndicated Loan to be made by it on
   the date specified therefor shall not relieve any other Bank of its
   obligation to make its Syndicated Loan on such date, and no Bank shall
   be responsible for the failure of any other Bank to make a Loan to be
   made by such other Bank.  The amounts payable by any Borrower at any
   time hereunder and under its Notes to each Bank shall be a separate
   and independent debt and each Bank shall be entitled to protect and
   enforce its rights arising out of this Agreement and the Notes, and it
   shall not be necessary for any other Bank or the Agent to consent to,
   or be joined as an additional party in, any proceedings for such
   purposes.

             2.09  Notes.

             (a)  The Syndicated Loans made by any Bank to any Borrower
   shall be evidenced by a single promissory note of the relevant
   Borrower in substantially the form of Exhibit A-1 hereto, dated the
   date of its delivery to the Agent, payable to such Bank in a principal
   amount equal to the amount of its Commitment as originally in effect
   on the date hereof and otherwise duly completed.  The date, amount,
   Type, Currency, interest rate and maturity date of each Syndicated
   Loan made by each Bank, and all payments made on account of the
   principal thereof, shall be recorded by such Bank on its books and,
   prior to any transfer of such Note held by it, endorsed by such Bank
   on the schedule attached to such Note or any continuation thereof;
   provided that the failure of such Bank to make any such recordation or
   endorsement shall not affect the obligations of such Borrower to make
   any payment when due of any amount owing hereunder or under such Note
   in respect of the Loans to be evidenced by such Note.

             (b)  The Money Market Loans made by any Bank to any Borrower
   shall be evidenced by a single promissory note of the relevant
   Borrower in substantially the form of Exhibit A-2 hereto, dated the
   date of its delivery to the Agent, payable to such Bank and otherwise
   duly completed.  The date, amount, Type, Currency, interest rate and
   maturity date of each Money Market Loan made by each Bank to such
   Borrower, and all payments made on account of the principal thereof,
   shall be recorded by such Bank on its books and, prior to any transfer
   of such Note held by it, endorsed by such Bank on the schedule
   attached to such Note or any continuation thereof; provided that the
   failure of such Bank to make any such recordation or endorsement shall
   not affect the obligations of such Borrower to make any payment when
   due of any amount owing hereunder or under such Note in respect of the
   Loans to be evidenced by such Note.

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<PAGE>     -103-

             (c)  No Note may be subdivided, whether by exchange for
   promissory notes of lesser denominations or otherwise except in
   connection with a permitted assignment of a portion of the Loans
   evidenced thereby pursuant to Section 12.05(b) hereof.

             2.10  Prepayments.  Base Rate Loans may be prepaid upon not
   less than one Business Day's prior notice to the Agent (which shall
   promptly notify the Banks), which notice shall specify the prepayment
   date (which shall be a Business Day) and the amount of the prepayment
   (which, in the case of partial prepayments, shall be in an integral
   multiple of $1,000,000) and shall be irrevocable and effective only
   upon receipt by the Agent, provided that interest on the principal of
   any Base Rate Loans prepaid, accrued to the prepayment date, shall be
   paid on the prepayment date.  LIBO Rate Loans or Set Rate Loans may
   not be voluntarily prepaid (provided that this sentence shall not
   affect any Borrower's obligation to prepay Loans pursuant to Section 9
   of this Agreement).

             2.11  Extension of Commitment Termination Date.  (a)  The
   Company may, by notice to the Agent (which shall promptly deliver a
   copy to each of the Banks) not less than 60 days and not more than 90
   days prior to the Commitment Termination Date then in effect hereunder
   (the "Existing Commitment Termination Date"), request that the Banks
   extend the Commitment Termination Date for an additional 364 days from
   the Consent Date (as defined below).  Each Bank, acting in its sole
   discretion, shall, by notice to the Company and the Agent given on the
   date (and, subject to the proviso below, only on the date) 30 days
   prior to the Existing Commitment Termination Date (provided, if such
   date is not a Business Day, then such notice shall be given on the
   next succeeding Business Day) (the "Consent Date"), advise the Company
   whether or not such Bank agrees to such extension; provided that each
   Bank that determines not to extend the Commitment Termination Date (a
   "Non-extending Bank") shall notify the Agent (which shall notify the
   Company) of such fact promptly after such determination (but in any
   event no later than the Consent Date) and any Bank that does not
   advise the Company on or before the Consent Date shall be deemed to be
   a Non-extending Bank.  The election of any Bank to agree to such
   extension shall not obligate any other Bank to agree.

             (b)  The Company shall have the right on or before the
   Existing Commitment Termination Date to replace each Non-extending
   Bank with, and otherwise add to this Agreement, one or more other
   banks (which may include any Bank, each prior to the Existing
   Commitment Termination Date an "Additional Commitment Bank") with the
   approval of the Agent (which approval shall not be unreasonably
   withheld), each of which Additional Commitment Banks shall have
   entered into an agreement in form and substance satisfactory to the
   Company and the Agent pursuant to which such Additional Commitment
   Bank shall, effective as of the Existing Commitment Termination Date,
   undertake a Commitment (if any such Additional Commitment Bank is a
   Bank, its Commitment shall be in addition to such Bank's Commitment
   hereunder on such date).

             (c)  If (and only if) Banks holding Commitments that,
   together with the additional Commitments of the Additional Commitment

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<PAGE>     -104-

   Banks that will become effective on the Existing Commitment
   Termination Date, aggregate at least 75% of the aggregate amount of
   the Commitments (not including the additional Commitments of the
   Additional Commitment Banks) on the Consent Date shall have agreed on
   the Consent Date to extend the Existing Commitment Termination Date,
   then, effective as of the Existing Commitment Termination Date, the
   Existing Commitment Termination Date shall be extended to the date
   falling 364 days after the Consent Date (provided, if such date is not
   a Business Day, then such Commitment Termination Date as so extended
   shall be the next preceding Business Day) and each Additional
   Commitment Bank shall thereupon become a "Bank" for all purposes of
   this Agreement.

   Notwithstanding the foregoing, the extension of the Existing
   Commitment Termination Date shall not be effective with respect to any
   Bank unless:

             (i)  no Default shall have occurred and be continuing on
        each of the date of the notice requesting such extension, the
        Consent Date and the Existing Commitment Termination Date;

            (ii)  each of the representations and warranties of the
        Company in Section 7 hereof shall be true and correct on and as
        of each of the date of the notice requesting such extension, the
        Consent Date and the Existing Commitment Termination Date with
        the same force and effect as if made on and as of each such date
        (or, if any such representation or warranty is expressly stated
        to have been made as of a specific date, as of such specific
        date); and 

           (iii)  each Non-extending Bank shall have been paid in full by
        the Company all amounts owing to such Bank hereunder on or before
        the Existing Commitment Termination Date.

   Even if the Existing Commitment Termination Date is extended as
   aforesaid, the Commitment of each Non-extending Bank shall terminate
   on the Existing Commitment Termination Date.

             SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.

             3.01  Repayment of Loans.  Each Borrower hereby promises to
   pay to the Agent for account of each Bank the principal amount of each
   Loan made by such Bank to such Borrower, and each Loan shall mature,
   on the last day of the Interest Period for such Loan.

             3.02  Interest.

             (a)  Each Borrower hereby promises to pay to the Agent for
   account of each Bank interest on the unpaid principal amount of each
   Loan made by such Bank to such Borrower for the period commencing on
   the date of such Loan to but excluding the date such Loan shall be
   paid in full, at the following rates per annum:

             (i)  if such Loan is a Base Rate Loan, the Base Rate (as in
        effect from time to time);

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<PAGE>     -105-

            (ii)  if such Loan is a LIBOR Loan, the LIBO Rate for such
        Loan for the Interest Period therefor plus the Applicable Margin;

           (iii)  if such Loan is a LIBOR Market Loan, the LIBO Rate for
        such Loan for the Interest Period therefor plus (or minus) the
        Money Market Margin quoted by the Bank making such Loan in
        accordance with Section 2.03 hereof; and

            (iv)  if such Loan is a Set Rate Loan, the Money Market Rate
        for such Loan for the Interest Period therefor quoted by the Bank
        making such Loan in accordance with Section 2.03 hereof.

   Notwithstanding the foregoing, each Borrower hereby promises to pay to
   the Agent for account of each Bank interest at the applicable
   Post-Default Rate on any principal of any Loan made by such Bank to
   such Borrower, and (to the fullest extent permitted by law) on any
   other amount payable by such Borrower hereunder or under the Note of
   such Borrower held by such Bank to or for account of such Bank, which
   shall not be paid in full when due (whether at stated maturity, by
   acceleration or otherwise), for the period commencing on the due date
   thereof until the same is paid in full.

             (b)  Accrued interest on each Loan shall be payable on the
   last day of the Interest Period therefor and, if such Interest Period
   is longer than three months, at three-month intervals following the
   first day of such Interest Period, except that interest payable at the
   Post-Default Rate shall be payable from time to time on demand.

             (c)  Promptly after the determination of any LIBO Rate
   provided for herein, the Agent shall (i) notify the Banks to which
   interest at such LIBO Rate is payable and the Company thereof and (ii)
   at the request of the Company, furnish to the Company a copy of the
   page of the Screen on the basis of which the relevant LIBO Base Rate
   was determined.  At any time that the Agent determines the LIBO Rate
   on a basis other than using the Screen, the Agent shall promptly
   notify the Company.

             SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

             4.01  Payments.

             (a)  Except to the extent otherwise provided herein, all
   payments of principal of and interest on Loans made in Dollars, and
   other amounts (other than the principal of and interest on Loans made
   in an Alternative Currency) payable by any Obligor under this
   Agreement and the Notes, shall be made in Dollars, and all payments of
   principal of and interest on Loans made in an Alternative Currency
   shall be made in such Alternative Currency, in immediately available
   funds, without deduction, set-off or counterclaim, to the Agent's
   Account for such Currency, for account of the Banks, not later than
   2:00 p.m. New York time (in the case of Loans denominated in Dollars)
   or 11:00 a.m. local time in the location of the Agent's Account (in
   the case of Loans denominated in an Alternative Currency), on the date
   on which such payment shall become due (each such payment made after
   such time on such due date to be deemed to have been made on the next

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<PAGE>     -106-

   succeeding Business Day), provided that if a new Loan is to be made by
   any Bank to any Borrower on a date such Borrower is to repay any
   principal of an outstanding Loan of such Bank in the same Currency,
   such Bank shall apply the proceeds of such new Loan to the payment of
   the principal to be repaid and only an amount equal to the difference
   between the principal to be borrowed and the principal to be repaid
   shall be made available by such Bank to the Agent as provided in
   Section 2.02 hereof or paid by such Borrower to the Agent pursuant to
   this Section 4.01, as the case may be.

             (b)  If any Borrower shall default in the payment when due
   of any principal, interest or other amounts to be made by such
   Borrower under this Agreement or the Notes, any Bank for whose account
   any such payment is to be made may (but shall not be obligated to)
   debit the amount of any such payment due such Bank which is not made
   by such time to any ordinary deposit account of such Borrower with
   such Bank (with notice to the Company and the Agent).

             (c)  Each Borrower (or, in the case of any Approved
   Borrower, the Company on behalf of such Approved Borrower) shall, at
   the time of making each payment under this Agreement or any Note for
   account of any Bank, specify to the Agent the Loans or other amounts
   payable by such Borrower hereunder to which such payment is to be
   applied (and in the event that the payor fails to so specify, or if an
   Event of Default has occurred and is continuing, such Bank may apply
   such payment received by it from the Agent to such amounts then due
   and owing to such Bank as such Bank may determine).

             (d)  Each payment received by the Agent under this Agreement
   or any Note for account of any Bank shall be paid promptly to such
   Bank, in immediately available funds.

             (e)  If the due date of any payment under this Agreement or
   any Note would otherwise fall on a day which is not a Business Day
   such date shall be extended to the next succeeding Business Day and
   interest shall be payable for any principal so extended for the period
   of such extension.

             4.02  Pro Rata Treatment.  Except to the extent otherwise
   provided herein:  (a) each borrowing from the Banks of Syndicated
   Loans under Section 2.01 hereof shall be made from the Banks, each
   payment of fees under Section 2.06 hereof shall be made for account of
   the Banks, and each reduction of the amount or termination of the
   Commitments under Section 2.05 hereof shall be applied to the
   Commitments of the Banks, pro rata according to the amounts of their
   respective Commitments; (b) each payment of principal of Syndicated
   Loans by any Borrower shall be made for account of the Banks pro rata
   in accordance with the respective unpaid principal amounts of the
   Syndicated Loans held by the Banks; and (c) each payment of interest
   on Syndicated Loans by any Borrower shall be made for account of the
   Banks pro rata in accordance with the amounts of interest due and
   payable to the respective Banks; provided that, if an Event of Default
   shall have occurred and be continuing, each payment of principal of
   and interest on the Loans and other amounts owing hereunder by any
   Borrower shall be made for account of the Banks pro rata in accordance

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<PAGE>     -107-

   with the aggregate amounts of all principal of and interest on the
   Loans and all other amounts owing hereunder by such Borrower then due
   and payable to the respective Banks.

             4.03  Computations.  Interest on Set Rate Loans, LIBO Rate
   Loans and the fees payable pursuant to Section 2.06 hereof shall be
   computed on the basis of a year of 360 days and actual days elapsed
   (including the first day but excluding the last day) occurring in the
   period for which payable, and interest on Base Rate Loans shall be
   computed on the basis of a year of 365 or 366 days, as the case may
   be, and actual days elapsed (including the first day but excluding the
   last day) occurring in the period for which payable.

             4.04  Non-Receipt of Funds by the Agent.  Unless the Agent
   shall have been notified by a Bank or any Borrower (or, in the case of
   any Approved Borrower, the Company on behalf of such Approved
   Borrower) (each, a "Payor") prior to the time by, and on the date on,
   which such Payor is scheduled to make payment to the Agent of (in the
   case of a Bank) the proceeds of a Loan to be made by it hereunder or
   (in the case of any Borrower) a payment to the Agent for account of
   one or more of the Banks hereunder (such payment being herein called
   the "Required Payment"), which notice shall be effective upon receipt,
   that it does not intend to make the Required Payment to the Agent, the
   Agent may assume that the Required Payment has been made and may, in
   reliance upon such assumption (but shall not be required to), make the
   amount thereof available to the intended recipient(s) on such date;
   and, if the Payor has not in fact made the Required Payment to the
   Agent, the recipient(s) of such payment shall, on demand, repay to the
   Agent the amount so made available together with interest thereon in
   respect of each day during the period commencing on the date such
   amount was so made available by the Agent to but not including the
   date the Agent recovers such amount (the "Advance Period") at a rate
   per annum equal to (a) if the recipient is a Borrower, the Base Rate
   in effect on such day and (b) if the recipient is a Bank, the Federal
   Funds Rate in effect on such day; and, if such recipient(s) shall fail
   promptly to make such payment, the Agent shall be entitled to recover
   such amount, on demand, from the Payor, together with interest thereon
   for each day during the Advance Period at a rate per annum equal to
   (i) if the Payor is a Borrower, the rate of interest payable on the
   Required Payment as provided in the second sentence of Section 3.02(a)
   hereof and (ii) if the Payor is a Bank, during the period commencing
   on the date such amount was so made available to but excluding the
   date three Business Days following such date, the Federal Funds Rate
   in effect on such day and, thereafter, the Base Rate in effect on such
   day.

             4.05  Set-off; Sharing of Payments.

             (a)  Each Obligor agrees that, in addition to (and without
   limitation of) any right of set-off, bankers' lien or counterclaim a
   Bank may otherwise have, each Bank shall be entitled, at its option,
   to offset balances held by it for account of such Obligor at any of
   its offices, in Dollars or in any other Currency, against any
   principal of or interest on any of such Bank's Loans which is not paid
   when due (regardless of whether such balances are then due to such

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<PAGE>     -108-

   Obligor) in which case it shall promptly notify such Obligor (through
   notice to the Company) and the Agent thereof, provided that such
   Bank's failure to give such notice shall not affect the validity
   thereof.

             (b)  If any Bank shall obtain payment of any principal of or
   interest on any Syndicated Loan made by it under this Agreement
   through the exercise of any right of set-off, bankers' lien or
   counterclaim or similar right or otherwise, and, as a result of such
   payment, such Bank shall have received a greater percentage of the
   amounts then due hereunder to such Bank in respect of Syndicated Loans
   than the percentage received by any other Banks, it shall promptly
   purchase from such other Banks participations in (or, if and to the
   extent specified by such Bank, direct interests in) the Syndicated
   Loans made by such other Banks (or in the interest thereon, as the
   case may be) in such amounts, and make such other adjustments from
   time to time as shall be equitable, to the end that all the Banks
   shall share the benefit of such excess payment (net of any expenses
   which may be incurred by such Bank in obtaining or preserving such
   excess payment) pro rata in accordance with the unpaid principal and
   interest on the Syndicated Loans held by each of the Banks.  To such
   end all the Banks shall make appropriate adjustments among themselves
   (by the resale of participations sold or otherwise) if such payment is
   rescinded or must otherwise be restored.  Each Obligor agrees that any
   Bank so purchasing a participation (or direct interest) in the
   Syndicated Loans made by other Banks (or in the interest thereon, as
   the case may be) may exercise all rights of set-off, bankers' lien,
   counterclaim or similar rights with respect to such participation as
   fully as if such Bank were a direct holder of Loans (or in the
   interest thereon, as the case may be) in the amount of such
   participation.  Nothing contained herein shall require any Bank to
   exercise any such right or shall affect the right of any Bank to
   exercise, and retain the benefits of exercising, any such right with
   respect to any other indebtedness or obligation of any Obligor.  If
   under any applicable bankruptcy, insolvency or other similar law, any
   Bank receives a secured claim in lieu of a set-off to which this
   Section 4.05 applies, such Bank shall, to the extent practicable,
   exercise its rights in respect of such secured claim in a manner
   consistent with the rights of the Banks entitled under this
   Section 4.05 to share in the benefits of any recovery on such secured
   claim.

             SECTION 5.  YIELD PROTECTION AND ILLEGALITY.

             5.01  Additional Costs.

             (a)  Each Borrower shall pay directly to each Bank from time
   to time such amounts as such Bank may determine to be necessary to
   compensate such Bank for any costs that such Bank determines are
   attributable to its making or maintaining of any LIBO Rate Loans or
   its obligation to make any LIBO Rate Loans hereunder, or any reduction
   in any amount receivable by such Bank hereunder in respect of any of
   such Loans or such obligation (such increases in costs and reductions
   in amounts receivable being herein called "Additional Costs"),
   resulting from any Regulatory Change that:

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<PAGE>     -109-

             (i)  changes the basis of taxation of any amounts payable to
        such Bank under this Agreement or its Notes in respect of any of
        such Loans (other than taxes imposed on or measured by the
        overall net income of such Bank or of its Applicable Lending
        Office for any of such Loans by the jurisdiction in which such
        Bank has its principal office or such Applicable Lending Office);
        or

            (ii)  imposes or modifies any reserve, special deposit or
        similar requirements (other than the Reserve Requirement utilized
        in the determination of the LIBO Rate for such Loan) relating to
        any extensions of credit or other assets of, or any deposits with
        or other liabilities of, such Bank (including, without
        limitation, any of such Loans or any deposits referred to in the
        definition of "LIBO Base Rate" in Section 1.01 hereof), or any
        commitment of such Bank (including, without limitation, the
        Commitment of such Bank hereunder); or

           (iii)  imposes any other condition affecting this Agreement or
        its Notes (or any of such extensions of credit or liabilities) or
        its Commitment.

   If any Bank requests compensation from any Borrower under this
   Section 5.01(a), the Company may, by notice to such Bank (with a copy
   to the Agent), suspend the obligation of such Bank thereafter to make
   LIBO Rate Loans until the Regulatory Change giving rise to such
   request ceases to be in effect (in which case the provisions of
   Section 5.04 hereof shall be applicable), provided that such
   suspension shall not affect the right of such Bank to receive the
   compensation so requested.

             (b)  Without limiting the effect of the provisions of
   paragraph (a) of this Section 5.01, in the event that, by reason of
   any Regulatory Change, any Bank either (i) incurs Additional Costs
   based on or measured by the excess above a specified level of the
   amount of a category of deposits or other liabilities of such Bank
   that includes deposits by reference to which the interest rate on LIBO
   Rate Loans is determined as provided in this Agreement or a category
   of extensions of credit or other assets of such Bank that includes
   LIBO Rate Loans or (ii) becomes subject to restrictions on the amount
   of such a category of liabilities or assets that it may hold, then, if
   such Bank so elects by notice to the Company (with a copy to the
   Agent), the obligation of such Bank to make LIBO Rate Loans hereunder
   shall be suspended until such Regulatory Change ceases to be in effect
   (in which case the provisions of Section 5.04 hereof shall be
   applicable).

             (c)  Without limiting the effect of the foregoing provisions
   of this Section 5.01 (but without duplication), the Company shall pay
   directly to each Bank from time to time on request such amounts as
   such Bank may determine to be necessary to compensate such Bank (or,
   without duplication, the bank holding company of which such Bank is a
   subsidiary) for any costs that it determines are attributable to the
   maintenance by such Bank (or any Applicable Lending Office or such
   bank holding company), pursuant to any law or regulation or any

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<PAGE>     -110-

   interpretation, directive or request (whether or not having the force
   of law and whether or not failure to comply therewith would be
   unlawful) of any court or governmental or monetary authority
   (i) following any Regulatory Change or (ii) implementing any
   risk-based capital guideline or other requirement (whether or not
   having the force of law and whether or not the failure to comply
   therewith would be unlawful) hereafter issued by any government or
   governmental or supervisory authority implementing at the national
   level the Basel Accord (including, without limitation, the Final
   Risk-Based Capital Guidelines), of capital in respect of its
   Commitment or Loans (such compensation to include, without limitation,
   an amount equal to any reduction of the rate of return on assets or
   equity of such Bank (or any Applicable Lending Office or such bank
   holding company) to a level below that which such Bank (or any
   Applicable Lending Office or such bank holding company) would have
   achieved with respect to its Commitment or Loans but for such law,
   regulation, interpretation, directive or request).  

             (d)  Each Bank shall notify the Company of any event
   occurring after the date of this Agreement entitling such Bank to
   compensation under paragraph (a) or (c) of this Section 5.01 as
   promptly as practicable, but in any event within 45 days, after such
   Bank obtains actual knowledge thereof.  If any Bank fails to give such
   notice within 45 days after it obtains actual knowledge of such an
   event, such Bank shall, with respect to compensation payable pursuant
   to this Section 5.01 in respect of any costs resulting from such
   event, only be entitled to payment under this Section 5.01 for costs
   incurred from and after the date 45 days prior to the date that such
   Bank does give such notice.  Each Bank will furnish to the Company a
   certificate setting forth the basis and amount of each request by such
   Bank for compensation under paragraph (a) or (c) of this Section 5.01. 
   Determinations and allocations by any Bank for purposes of this
   Section 5.01 of the effect of any Regulatory Change pursuant to
   paragraph (a) or (b) of this Section 5.01, or of the effect of capital
   maintained pursuant to paragraph (c) of this Section 5.01, on its
   costs or rate of return of maintaining Loans or its obligation to make
   Loans, or on amounts receivable by it in respect of Loans, and of the
   amounts required to compensate such Bank under this Section 5.01,
   shall be conclusive absent manifest error, provided that such
   determinations and allocations are made on a reasonable basis.

             (e)  Each Bank will designate a different Applicable Lending
   Office for the Loans of such Bank affected by any event specified in
   paragraphs (a), (b) or (c) of this Section 5.01 or in Section 5.03
   hereof if such designation will avoid the need for, or reduce the
   amount of, such compensation or suspension, as the case may be, and
   will not, in the sole opinion of such Bank, be disadvantageous to such
   Bank.

             5.02  Limitation on Types of Loans.  Anything herein to the
   contrary notwithstanding:

             (a)  if the LIBO Base Rate for any Currency is to be
        determined under paragraph (b) of the definition of "LIBO Base
        Rate" and the Agent determines (which determination shall be

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<PAGE>     -111-

        conclusive) that no quotation from any Reference Bank of interest
        rates for the relevant deposits referred to in such paragraph (b)
        are not being provided in the relevant amounts or for the
        relevant maturities for purposes of determining rates of interest
        for LIBO Rate Loans as provided herein; or

             (b)  if the LIBO Base Rate for any Currency is being
        determined under paragraph (b) of the definition of "LIBO Base
        Rate" and the Majority Banks determine (or any Bank that has
        outstanding a Money Market Quote with respect to a LIBOR Market
        Loan, determines), which determination shall be conclusive, and
        notify (or notifies, as the case may be) the Agent that the
        relevant rates of interest referred to in paragraph (b) of the
        definition of "LIBO Base Rate" do not adequately cover the cost
        to such Banks (or such quoting Bank) of making or maintaining its
        LIBO Rate Loans in such Currency;

   then the Agent shall give the Company and each Bank prompt notice
   thereof, and so long as such condition remains in effect, the Banks
   (or such quoting Bank) shall be under no obligation to make additional
   LIBO Rate Loans in such Currency.

             5.03  Illegality.  Notwithstanding any other provision of
   this Agreement, in the event that it becomes unlawful for any Bank or
   its Applicable Lending Office to honor its obligation to make or
   maintain LIBO Rate Loans hereunder in any Currency, then such Bank
   shall promptly notify the Company thereof (with a copy to the Agent)
   and such Bank's obligation to make LIBOR Loans in such Currency shall
   be suspended until such time as such Bank may again make and maintain
   LIBOR Loans in such Currency (in which case the provisions of
   Section 5.04 hereof shall be applicable), and such Bank shall no
   longer be obligated to make any LIBOR Market Loan in such Currency
   that it has offered to make.

             5.04  Base Rate Loans Pursuant to Sections 5.01 and 5.03. 
   If the obligation of any Bank to make any LIBO Rate Loans in Dollars
   shall be suspended pursuant to Section 5.01 or 5.03 hereof (Loans of
   such type being herein called "Affected Loans" and such type being
   herein called the "Affected Type"), all Loans in Dollars (other than
   Money Market Loans) which would otherwise be made by such Bank as
   Loans of the Affected Type shall be made instead as Base Rate Loans
   (and, if an event referred to in Section 5.01(b) or 5.03 hereof has
   occurred and such Bank so requests by notice to the Company with a
   copy to the Agent, all Affected Loans of such Bank then outstanding
   shall be automatically converted into Base Rate Loans on the date
   specified by such Bank in such notice) and, to the extent that
   Affected Loans are so made as (or converted into) Base Rate Loans, all
   payments of principal which would otherwise be applied to such Bank's
   Affected Loans shall be applied instead to its Base Rate Loans.

             5.05  Compensation.  Each Borrower shall pay to the Agent
   for account of each Bank, upon the request of such Bank through the
   Agent, such amount or amounts as shall be sufficient (in the
   reasonable opinion of such Bank) to compensate it for any loss, cost
   or expense which such Bank determines are attributable to:

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<PAGE>     -112-

             (a)  any payment or conversion of a LIBO Rate Loan or a Set
        Rate Loan made by such Bank for any reason (including, without
        limitation, the acceleration of the Loans pursuant to Section 9
        hereof) on a date other than the last day of the Interest Period
        for such Loan; or

             (b)  any failure by such Borrower for any reason (excluding
        only failure due solely to a default by any Bank or the Agent in
        its obligation to provide funds to such Borrower hereunder but
        including, without limitation, the failure of any of the
        conditions precedent specified in Section 6 hereof to be
        satisfied) to borrow a LIBO Rate Loan or a Set Rate Loan from
        such Bank on the date for such borrowing specified in the
        relevant notice of borrowing given pursuant to Section 2.02 or
        2.03(b) hereof.

   Without limiting the effect of the preceding sentence, such
   compensation shall include, in the case of a Loan, an amount equal to
   the excess, if any, of (i) the amount of interest which otherwise
   would have accrued on the principal amount so paid or converted or not
   borrowed for the period from the date of such payment, conversion or
   failure to borrow to the last day of the Interest Period for such Loan
   (or, in the case of a failure to borrow, the Interest Period for such
   Loan which would have commenced on the date specified for such
   borrowing) at the applicable rate of interest for such Loan provided
   for herein over (ii) the interest component of the amount such Bank
   would have bid in the London interbank market for deposits in the
   applicable Currency of leading banks (if such Loan is a LIBO Rate
   Loan) or in the United States certificate of deposit market for
   issuance at face value of certificates of deposit for Dollar deposits
   (if such Loan is a Set Rate Loan) in amounts comparable to such
   principal amount and with maturities comparable to such period (as
   reasonably determined by such Bank).

             5.06  Taxes.

             (a)  Each Borrower agrees to pay to each Bank such
   additional amounts as are necessary in order that the net payment of
   any amount due to such Bank hereunder after deduction for or
   withholding in respect of any Taxes imposed with respect to such
   payment will not be less than the amount stated herein to be then due
   and payable, provided that the foregoing obligation to pay such
   additional amounts shall not apply:

             (i)  to any payment to any Bank hereunder unless such Bank
        is, on the date such Borrower became a Borrower hereunder (which,
        in the case of the Company and the Approved Borrowers listed in
        Section 2.04(b) hereof, means the date hereof and, in the case of
        any other Approved Borrower, means the date of the Designation
        Letter of such Approved Borrower) or (if later) on the date such
        Bank becomes a Bank hereunder as provided in Section 12.05(b)
        hereof and on the date of any change in the Applicable Lending
        Office of such Bank, entitled to a complete exemption from
        withholding or deduction by such Borrower of Taxes on all


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<PAGE>     -113-

        interest to be received by such Bank hereunder in respect of the
        Loans made by such Bank to such Borrower, or

            (ii)  to any such Taxes required to be deducted or withheld
        solely by reason of the failure of such Bank to comply with
        applicable certification, information, documentation or other
        reporting requirements concerning the nationality, residence,
        identity or connections with such Borrower's Jurisdiction if such
        compliance is required by treaty, statute or regulation as a
        precondition to relief or exemption from such Taxes.

   For the purposes of this Section 5.06(a), the term "Taxes" shall mean
   with respect to any Borrower all present and future income, stamp,
   registration and other taxes and levies, imposts, deductions, charges,
   compulsory loans and withholdings whatsoever, and all interest,
   penalties or similar amounts with respect thereto, now or hereafter
   imposed, assessed, levied or collected by such Borrower's Jurisdiction
   on or in respect of the Basic Documents, the principal of and interest
   on the Loans and any other amounts payable under any of the Basic
   Documents, the recording, registration, notarization or other
   formalization of any thereof, the enforcement thereof or the
   introduction thereof in any judicial proceedings, or on or in respect
   of any payments of principal, interest, premium, charges, fees or
   other amounts made on, under or in respect of any thereof (excluding,
   however, income or franchise taxes imposed on or measured by the
   overall net income or capital of a Bank (or its Applicable Lending
   Office) by such Borrower's Jurisdiction as a result of such Bank being
   organized under the laws of or resident in such Borrower's
   Jurisdiction or of its Applicable Lending Office being located or
   carrying on business in such Borrower's Jurisdiction).
    
             (b)  Within 30 days after paying any amount to the Agent or
   any Bank from which it is required by law to make any deduction or
   withholding, and within 30 days after it is required by law to remit
   such deduction or withholding to any relevant taxing or other
   authority, the relevant Borrower shall deliver to the Agent for
   delivery to such Bank evidence satisfactory to such Bank of such
   deduction, withholding or payment (as the case may be).

             SECTION 6.  CONDITIONS PRECEDENT.

             6.01  Initial Credit Extension.  The obligation of the Banks
   to make the initial Credit Extension hereunder is subject to the
   receipt by the Agent of the following documents, each of which shall
   be satisfactory to the Agent in form and substance:

             (a)  Certified copies of the charter and by-laws of, and all
        corporate action taken by, the Company approving this Agreement
        and the Notes to be made by the Company, borrowings by the
        Company and the guarantee of the Company set forth in Section 11
        hereof (including, without limitation, a certificate setting
        forth the resolutions of the Board of Directors of the Company
        adopted in respect of the transactions contemplated hereby).



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             (b)  A certificate of the Company in respect of each of the
        officers (i) who is authorized to sign this Agreement, the Notes,
        Money Market Quote Requests, Designation Letters and Termination
        Letters, together with specimen signatures, and (ii) who will,
        until replaced by another officer or officers duly authorized for
        that purpose, act as its representative for the purposes of
        signing documents and giving notices and other communications in
        connection herewith and with the Notes and the transactions
        contemplated hereby and thereby.  The Agent and each Bank may
        conclusively rely on such certificate until they receive notice
        in writing from the Company to the contrary.

             (c)  An opinion of Schiff, Hardin & Waite, special Illinois
        counsel to the Company substantially in the form of Exhibit B-1
        hereto (and the Company hereby instructs such counsel to deliver
        such opinion to the Banks and the Agent); and an opinion of Dale
        L. Matschullat, Esq., general counsel to the Company,
        substantially in the form of Exhibit B-2 hereto (and the Company
        hereby instructs such counsel to deliver such opinion to the
        Banks and the Agent).

             (d)  An opinion of Milbank, Tweed, Hadley & McCloy, special
        New York counsel to the Banks and the Agent, substantially in the
        form of Exhibit C hereto.

             (e)  A Syndicated Note and a Money Market Note for each Bank
        duly completed and executed by the Company.

             6.02  Initial Credit Extension to any Approved Borrower. 
   The obligation of the Banks to make the initial Credit Extension
   hereunder to any Approved Borrower (including, without limitation, any
   Approved Borrower designated pursuant to Section 2.04(b) hereof) is
   subject to the receipt by the Agent of the following documents, each
   of which shall be satisfactory to the Agent in form and substance:

             (a)  Certified copies of the charter and by-laws (as
        applicable) of such Approved Borrower and all corporate action
        taken by such Approved Borrower approving the Designation Letter
        of such Approved Borrower, this Agreement and the Notes to be
        made by such Approved Borrower and borrowings by such Approved
        Borrower (including, without limitation, a certificate setting
        forth the resolutions of the Board of Directors of such Approved
        Borrower adopted in respect of the transactions contemplated
        hereby and thereby).

             (b)  A certificate of such Approved Borrower in respect of
        each of the officers and/or directors (i) who is authorized to
        sign the Designation Letter, Notes and Termination Letter (if
        any) of such Approved Borrower, together with specimen
        signatures, and (ii) who will, until replaced by another officer
        or director duly authorized for that purpose, act as its
        representative for the purposes of signing documents and giving
        notices and other communications in connection herewith and with
        the Notes of such Approved Borrower and the transactions
        contemplated hereby and thereby.  The Agent and each Bank may

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<PAGE>     -115-

        conclusively rely on such certificate until they receive notice
        in writing from such Approved Borrower to the contrary.

             (c)  A Syndicated Note and a Money Market Note for each
        Bank, duly completed and executed by such Approved Borrower.

             (d)  Such other documents as the Agent or any Bank or
        special New York counsel to the Banks and the Agent may
        reasonably request.

             6.03  Initial and Subsequent Credit Extensions.  The
   obligation of any Bank to make any Credit Extension hereunder
   (including, without limitation, the initial Credit Extension
   hereunder) is subject to the further conditions precedent that, as of
   the date of such Credit Extension and after giving effect thereto and
   the intended use thereof:

             (a)  no Default shall have occurred and be continuing; and

             (b)  the representations and warranties made by the Company
        and, in the case of a Credit Extension to any Approved Borrower,
        such Approved Borrower in Section 7 hereof shall be true on and
        as of the date of such Credit Extension with the same force and
        effect as if made on and as of such date (or, if any such
        representation or warranty is expressly stated to have been made
        as of a specific date, as of such specific date).

   Each notice of borrowing by the Company hereunder (whether on its own
   behalf or on behalf of any other Borrower) shall constitute a
   certification by the Company to the effect set forth in the preceding
   sentence (both as of the date of such notice and, unless the Company
   otherwise notifies the Agent prior to the date of such Credit
   Extension, as of the date of such Credit Extension).

             SECTION 7.  REPRESENTATIONS AND WARRANTIES.  The Company
   represents and warrants to the Banks that:

             Part A.  Representations and Warranties of the Company.

             7.01  Corporate Existence.  Each of the Company and its
   Significant Subsidiaries:  (a) is a corporation duly organized and
   validly existing under the laws of the jurisdiction of its
   incorporation; (b) has all requisite corporate power, and has all
   material governmental licenses, authorizations, consents and
   approvals, necessary to own its assets and carry on its business as
   now being or as proposed to be conducted; and (c) is qualified to do
   business in all jurisdictions in which the nature of the business
   conducted by it makes such qualification necessary except where
   failure so to qualify would not have a material adverse effect on the
   consolidated financial condition, operations, business or prospects of
   the Company and its Subsidiaries (taken as a whole).





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             7.02  Financial Condition.

             (a)  The consolidated balance sheet of the Company and its
   Subsidiaries as at December 31, 1994 and the related consolidated
   statements of income, cash flows and stockholders' equity of the
   Company and its Subsidiaries for the fiscal year ended on said date,
   with the opinion thereon of Arthur Andersen & Co., heretofore
   furnished to each of the Banks, are complete and correct and fairly
   present the consolidated financial condition of the Company and its
   Subsidiaries as at said date and the consolidated results of their
   operations for the fiscal year ended on said date, all in accordance
   with generally accepted accounting principles.  Neither the Company
   nor any of its Subsidiaries had on said date any material contingent
   liabilities, material liabilities for taxes, material unusual forward
   or long-term commitments or material unrealized or anticipated losses
   from any unfavorable commitments, except as referred to or reflected
   or provided for in said balance sheet as at said date.

             (b)  The consolidated balance sheet of the Company and its
   Subsidiaries as at March 31, 1995 and the related consolidated
   statements of income, cash flows and stockholders' equity of the
   Company and its Subsidiaries for the fiscal quarter ended on said
   date, heretofore furnished to each of the Banks, are complete and
   correct and fairly present the consolidated financial condition of the
   Company and its Subsidiaries as at said date and the consolidated
   results of their operations for the fiscal quarter ended on said date,
   all in accordance with generally accepted accounting principles. 
   Neither the Company nor any of its Subsidiaries had on said date any
   material contingent liabilities, material liabilities for taxes,
   material unusual forward or long-term commitments or material
   unrealized or anticipated losses from any unfavorable commitments,
   except as referred to or reflected or provided for in said balance
   sheet as at said date.  

             (c)  Since December 31, 1994, there has been no material
   adverse change in the consolidated financial condition, operations,
   business or prospects of the Company and its Subsidiaries (taken as a
   whole).

             7.03  Litigation.  To the best knowledge and belief of the
   Company, there are no legal or arbitral proceedings or any proceedings
   by or before any governmental or regulatory authority or agency, now
   pending or (to the knowledge of the Company) threatened against the
   Company or any of its Subsidiaries which could reasonably be expected
   to have a Material Adverse Effect.

             7.04  No Breach.  None of the making or performance of this
   Agreement or the Notes, or the consummation of the transactions herein
   or therein contemplated, will conflict with or result in a breach of,
   or require any consent under, the charter or by-laws of the Company or
   any applicable law or regulation, or any order, writ, injunction or
   decree of any court or governmental authority or agency, or any
   agreement or instrument to which the Company or any of its
   Subsidiaries is a party or by which any of them is bound or to which
   any of them is subject, or constitute a default under any such

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   agreement or instrument, or constitute a tortious interference with
   any agreement, or result in the creation or imposition of any Lien
   upon any of the revenues or assets of the Company or any of its
   Subsidiaries pursuant to the terms of any such agreement or
   instrument.

             7.05  Corporate Action.  The Company has all necessary
   corporate power and authority to make and perform its obligations
   under this Agreement and the Notes of the Company; the making and
   performance of this Agreement and the Notes of the Company by the
   Company have been duly authorized by all necessary corporate action on
   the part of the Company; and this Agreement has been duly and validly
   executed and delivered by the Company and constitutes, and each of the
   Notes of the Company when executed and delivered by the Company for
   value will constitute, its legal, valid and binding obligation,
   enforceable in accordance with their respective terms, except to the
   extent that such enforcement may be limited by applicable bankruptcy,
   insolvency or other similar laws affecting the enforcement of
   creditors' rights generally.

             7.06  Approvals.  No authorizations, approvals or consents
   of, and no filings or registrations with, any governmental or
   regulatory authority or agency are necessary for the execution,
   delivery or performance by the Company of this Agreement or the Notes
   of the Company or for the validity or enforceability of any thereof.

             7.07  Use of Credit.  Neither the Company nor any of its
   Subsidiaries is engaged principally, or as one of its important
   activities, in the business of extending credit for the purpose,
   whether immediate, incidental or ultimate, of buying or carrying
   margin stock (within the meaning of Regulation U or X of the Board of
   Governors of the Federal Reserve System), and no part of the proceeds
   of any Credit Extension hereunder will be used in a manner that will
   cause the Company to violate said Regulation X or any Bank to violate
   said Regulation U.

             7.08  ERISA.  Each of the Company and each ERISA Affiliate
   has fulfilled its obligations under the minimum funding standards of
   ERISA and the Code with respect to each of its Plans and is (and to
   the best of its knowledge in the case of any Multiemployer Plan is) in
   compliance in all material respects with the presently applicable
   provisions of ERISA and the Code, and has not incurred any liability
   on account of the termination of any of its Plans to the PBGC or any
   of its Plans and has not incurred any withdrawal liability to any
   Multiemployer Plan.

             7.09  Credit Agreements.  Schedule I hereto is a complete
   and correct list, as of the date of this Agreement, of each credit
   agreement, loan agreement, indenture, purchase agreement, Guarantee or
   other arrangement (other than a letter of credit) providing for or
   otherwise relating to any extension of credit (or commitment for any
   extension of credit) to, or Guarantee by, the Company or any
   Subsidiary of any of them the aggregate principal or face amount of
   which equals or exceeds (or may equal or exceed) $1,000,000 and the
   aggregate principal or face amount outstanding or which may become

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<PAGE>     -118-

   outstanding under each such arrangement is correctly described in said
   Schedule I.

             7.10  Hazardous Materials.  The Company and each of its
   Subsidiaries have obtained all permits, licenses and other
   authorizations that are required under all Environmental Laws, except
   to the extent failure to have any such permit, license or
   authorization would not have a Material Adverse Effect.  The Company
   and each of its Subsidiaries are in compliance with the terms and
   conditions of all such permits, licenses and authorizations, and are
   also in compliance with all other limitations, restrictions,
   conditions, standards, prohibitions, requirements, obligations,
   schedules and timetables contained in any applicable Environmental Law
   or in any regulation, code, plan, order, decree, judgment, injunction,
   notice or demand letter issued, entered, promulgated or approved
   thereunder, except to the extent failure to comply would not have a
   Material Adverse Effect.  Except as heretofore disclosed to the Banks,
   there have been no environmental investigations, studies, audits,
   tests, reviews or other analyses conducted by or that are in the
   possession of the Company or any of its Subsidiaries with respect to
   any property or facility now or previously owned or leased by the
   Company or any of its Environmental Affiliates which reveal facts or
   circumstances that could reasonably be expected to have a Material
   Adverse Effect.

             7.11  Taxes.  The Company and its Subsidiaries are members
   of an affiliated group of corporations filing consolidated returns for
   Federal income tax purposes, of which the Company is the "common
   parent" (within the meaning of Section 1504 of the Code) of such
   group.  The Company and its Subsidiaries have filed all Federal income
   tax returns and all other material tax returns and information
   statements that are required to be filed by them and have paid all
   taxes due pursuant to such returns or pursuant to any assessment
   received by the Company or any of its Subsidiaries.  The charges,
   accruals and reserves on the books of the Company and its Subsidiaries
   in respect of taxes and other governmental charges are, in the opinion
   of the Company, adequate.  The United States Federal income tax
   returns of the Company and its Subsidiaries have been examined and/or
   closed through the fiscal years of the Company and its Subsidiaries
   ended on or before December 31, 1985.  The Company has not given or
   been requested to give a waiver of the statute of limitations relating
   to the payment of Federal, state, local and foreign taxes or other
   impositions except that with respect to the Company's 1986 and 1987
   tax years there has been an extension in the statute of limitations
   relating to the payment of Federal taxes through December 31, 1993 and
   with respect to the Company's 1988 and 1989 tax years there has been
   such an extension through September 15, 1994.

             7.12  True and Complete Disclosure.  The information,
   reports, financial statements, exhibits and schedules furnished in
   writing by or on behalf of the Company to the Banks in connection with
   the negotiation, preparation or delivery of this Agreement or included
   herein or delivered pursuant hereto, when taken as a whole do not
   contain any untrue statement of material fact or omit to state any
   material fact necessary to make the statements herein or therein, in

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   light of the circumstances under which they are made, not misleading. 
   All written information furnished after the date hereof by the Company
   and its Subsidiaries to the Banks in connection with this Agreement
   and the transactions contemplated hereby will be true, complete and
   accurate in every material respect, or (in the case of projections)
   based on reasonable estimates, on the date as of which such
   information is stated or certified.  There is no fact known to the
   Company that could reasonably be expected to have a Material Adverse
   Effect that has not been disclosed herein or in a report, financial
   statement, exhibit, schedule, disclosure letter or other writing
   furnished to the Banks for use in connection with the transactions
   contemplated hereby.

             7.13  Subsidiaries.  Set forth in Schedule III hereto is a
   complete and correct list, as of the date of this Agreement, of all of
   the Subsidiaries of the Company, together with, for each such
   Subsidiary, (i) the jurisdiction of organization of such Subsidiary,
   (ii) each Person holding ownership interests in such Subsidiary and
   (iii) the nature of the ownership interests held by each such Person
   and the percentage of ownership of such Subsidiary represented by such
   ownership interests.  Except as disclosed in Schedule III hereto, (x)
   each of the Company and its Subsidiaries owns, free and clear of
   Liens, and has the unencumbered right to vote, all outstanding
   ownership interests in each Person shown to be held by it in Schedule
   III hereto and (y) all of the issued and outstanding capital stock of
   each such Person organized as a corporation is validly issued, fully
   paid and nonassessable.

             7.14  Compliance with Law.  As of the date of this
   Agreement, the Company and its Subsidiaries are in material compliance
   with all applicable laws and regulations, except to the extent that
   failure to comply therewith would not have a Material Adverse Effect.

             Part B.   Representations and Warranties of the Approved
   Borrowers.  Each Approved Borrower represents and warrants to the
   Banks that:

             7.15  Corporate Existence.  Such Approved Borrower:  (a) is
   a corporation duly organized and validly existing under the laws of
   the jurisdiction of its incorporation; (b) has all requisite corporate
   power, and has all material governmental licenses, authorizations,
   consents and approvals, necessary to own its assets and carry on its
   business as now being or as proposed to be conducted; and (c) is
   qualified to do business in all jurisdictions in which the nature of
   the business conducted by it makes such qualification necessary except
   where failure so to qualify would not have a material adverse effect
   on the consolidated financial condition, operations, business or
   prospects of such Approved Borrower and its Subsidiaries (taken as a
   whole).

             7.16  No Breach.  None of the making or performance of the
   Designation Letter of such Approved Borrower, this Agreement or the
   Notes of such Approved Borrower, or the consummation of the
   transactions herein or therein contemplated, will conflict with or
   result in a breach of, or require any consent under, the charter or

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<PAGE>     -120-

   by-laws of such Approved Borrower or any applicable law or regulation,
   or any order, writ, injunction or decree of any court or governmental
   authority or agency, or any agreement or instrument to which such
   Approved Borrower or any of its Subsidiaries is a party or by which
   any of them is bound or to which any of them is subject, or constitute
   a default under any such agreement or instrument, or constitute a
   tortious interference with any agreement, or result in the creation or
   imposition of any Lien upon any of the revenues or assets of such
   Approved Borrower or any of its Subsidiaries pursuant to the terms of
   any such agreement or instrument.

             7.17  Corporate Action.  Such Approved Borrower has all
   necessary corporate power and authority to make and perform its
   obligations under the Designation Letter of such Approved Borrower,
   this Agreement and the Notes of such Approved Borrower and to borrow
   hereunder; the making and performance of the Designation Letter of
   such Approved Borrower, this Agreement and the Notes of such Approved
   Borrower and the borrowing by such Approved Borrower hereunder have
   been duly authorized by all necessary corporate action on its part;
   and the Designation Letter of such Approved Borrower and this
   Agreement constitute, and the Notes of such Approved Borrower when
   executed and delivered by such Approved Borrower for value will
   constitute, its legal, valid and binding obligation, enforceable in
   accordance with their respective terms, except to the extent that such
   enforcement may be limited by applicable bankruptcy, insolvency or
   other similar laws affecting the enforcement of creditors' rights
   generally.

             7.18  Approvals.  No authorizations, approvals or consents
   of, and no filings or registrations with, any governmental or
   regulatory authority or agency which have not been obtained are
   necessary for the execution, delivery or performance by such Approved
   Borrower of the Designation Letter of such Approved Borrower, this
   Agreement or the Notes of such Approved Borrower or for the validity
   or enforceability of any thereof or for the borrowing by such Approved
   Borrower hereunder.

             7.19  Taxes on Payments of Approved Borrowers.  Except as
   disclosed to the Agent and the Banks by the Company prior to the
   delivery of the Designation Letter of such Approved Borrower, as of
   the date of such Designation Letter (a) there are no Taxes of such
   Approved Borrower's Jurisdiction imposed by or in the nature of
   withholding or otherwise, which are imposed on any payment to be made
   by such Approved Borrower pursuant hereto or on the Notes of such
   Approved Borrower, or are imposed on or by virtue of the execution,
   delivery or enforcement of the Designation Letter of such Approved
   Borrower, this Agreement or the Notes of such Approved Borrower (b)
   such Approved Borrower is permitted to make payments pursuant to this
   Agreement and the Notes free and clear of all such Taxes and (c) any
   exemption from the withholding of such Taxes that would, but for the
   existence of the Guarantee of the Company under Section 11 hereof, be
   available under a tax treaty to which the Borrower's Jurisdiction and
   the jurisdiction of the organization of any Bank are parties will not
   be made unavailable by the existence of such Guarantee of the Company.


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<PAGE>     -121-

             7.20  Choice of Law.  In any action or proceeding in any
   court of or in such Approved Borrower's Jurisdiction arising out of or
   relating to this Agreement, the Designation Letter of such Approved
   Borrower or the Notes of such Approved Borrower, such court would
   recognize and give effect to the first sentence of Section 12.09(a)
   hereof.

             7.21  Process Agent; Etc.  The appointment of the Company as
   Process Agent by such Approved Borrower under Section 12.09(a) hereof
   and under the Designation Letter of such Approved Borrower is a valid
   appointment and the empowerment in such Approved Borrower's
   Designation Letter of the Company to act as such Approved Borrower's
   representative and attorney-in-fact for the purposes of signing
   documents and giving and receiving notices (including notices of
   borrowing under Section 2 hereof) and for the purposes of modifying or
   amending any provision of this Agreement is a valid and binding
   empowerment.

             7.22  Qualification to Do Business.  It is not necessary
   under the laws of such Approved Borrower's Jurisdiction (i) in order
   to enable the Agent or any Bank to enforce its rights against such
   Approved Borrower under this Agreement or the Notes of such Approved
   Borrower, or (ii) by reason of the execution, delivery or performance
   of the Designation Letter of such Approved Borrower, this Agreement or
   the Notes of such Approved Borrower, that the Agent or any Bank should
   be licensed, qualified or entitled to carry on business in such
   Approved Borrower's Jurisdiction.  

             7.23  Doing Business, Etc.  Neither the Agent nor any Bank
   is or will be deemed to be resident, domiciled, carrying on business
   or, except as disclosed to the Agent and the Banks by the Company
   prior to the delivery of the Designation Letter of such Approved
   Borrower, subject to Taxes of such Approved Borrower's Jurisdiction
   solely by reason of the execution, delivery, performance or
   enforcement of this Agreement, the Designation Letter of such Approved
   Borrower or the Notes of such Approved Borrower.

             7.24  Immunity.  Neither such Approved Borrower nor any of
   its Property has any immunity (sovereign or otherwise) from
   jurisdiction of any court of or in such Approved Borrower's
   Jurisdiction or from set-off or from any legal process (whether
   through service or notice, attachment prior to judgment, attachment in
   aid of execution, execution or otherwise) under the laws of such
   Approved Borrower's Jurisdiction.  

             7.25  Stamp Taxes.  To ensure the legality, validity,
   enforceability or admissibility in evidence in such Approved
   Borrower's Jurisdiction of this Agreement, the Designation Letter of
   such Approved Borrower or the Notes of such Approved Borrower, it is
   not necessary that this Agreement, such Designation Letter or such
   Notes or any other document be filed or recorded with any court or
   other authority in such Approved Borrower's Jurisdiction or that any
   stamp or similar tax be paid on or in respect of this Agreement, such
   Designation Letter or such Notes, or any other document other than


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<PAGE>     -122-

   such filings and recordations that have already been made and such
   stamp or similar taxes that have already been paid.

             7.26  Legal Form.  Each of this Agreement, the Designation
   Letter of such Approved Borrower and the Notes of such Approved
   Borrower is in proper legal form under the laws of such Approved
   Borrower's Jurisdiction for the enforcement thereof against such
   Approved Borrower.

             7.27  No Insolvency.  No event of the type referred to in
   clause (e), (f) or (g) of Section 9 hereof has occurred with respect
   to such Approved Borrower. 

             SECTION 8.  COVENANTS OF THE COMPANY.  The Company agrees
   that, so long as any of the Commitments are in effect and until
   payment in full of all Loans hereunder, all interest thereon and all
   other amounts payable by each Borrower hereunder:

             8.01  Financial Statements.  The Company shall deliver to
   each of the Banks:

             (a)  as soon as available and in any event within 60 days
        after the end of each of the fiscal quarterly periods of each
        fiscal year of the Company, consolidated statements of income,
        cash flows and stockholders' equity of the Company and its
        Subsidiaries for such period and for the period from the
        beginning of the respective fiscal year to the end of such
        period, and the related consolidated balance sheet as at the end
        of such period, setting forth in each case in comparative form
        the corresponding figures for the corresponding period in the
        preceding fiscal year, and accompanied by a certificate of a
        senior financial officer of the Company, which certificate shall
        state that said financial statements fairly present the
        consolidated financial condition and results of operations of the
        Company and its Subsidiaries, in accordance with generally
        accepted accounting principles, as at the end of (and for) such
        period (subject to normal year-end audit adjustments).

             (b)  as soon as available and in any event within 90 days
        after the end of each fiscal year of the Company, consolidated
        statements of income, cash flows and stockholders' equity of the
        Company and its Subsidiaries for such year and the related
        consolidated balance sheet as at the end of such year, setting
        forth in each case in comparative form the corresponding figures
        for the preceding fiscal year, and accompanied by an opinion
        thereon of independent certified public accountants of recognized
        national standing, which opinion shall state that said financial
        statements fairly present the consolidated financial condition
        and results of operations of the Company and its Subsidiaries, in
        accordance with generally accepted accounting principles, as at
        the end of (and for) such fiscal year, and a certificate of such
        accountants stating that, in making the examination necessary for
        their opinion, they obtained no knowledge, except as specifically
        stated, of any Default.


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<PAGE>     -123-

             (c)  promptly upon their becoming available, copies of all
        registration statements and regular periodic reports, if any,
        which the Company shall have filed with the Securities and
        Exchange Commission (or any governmental agency substituted
        therefor) or any national securities exchange.

             (d)  promptly upon the mailing thereof to the shareholders
        of the Company generally, copies of all financial statements,
        reports and proxy statements so mailed.

             (e)  as soon as possible, and in any event within ten days
        after the Company knows or has reason to know that any of the
        events or conditions specified below with respect to any Plan or
        Multiemployer Plan of the Company have occurred or exist, a
        statement signed by a senior financial officer of the Company
        setting forth details respecting such event or condition and the
        action, if any, which the Company or any ERISA Affiliate proposes
        to take with respect thereto (and a copy of any report or notice
        required to be filed with or given to PBGC by the Company or such
        ERISA Affiliate with respect to such event or condition):

                  (i)  any reportable event, as defined in
             Section 4043(b) of ERISA and the regulations issued
             thereunder, with respect to a Plan, as to which PBGC has not
             by regulation waived the requirement of Section 4043(a) of
             ERISA that it be notified within 30 days of the occurrence
             of such event (provided that a failure to meet the minimum
             funding standard of Section 412 of the Code or Section 302
             of ERISA shall be a reportable event regardless of the
             issuance of any waivers in accordance with Section 412(d) of
             the Code);

                 (ii)  the filing under Section 4041 of ERISA of a notice
             of intent to terminate any Plan or the termination of any
             Plan if at the date of such filing or termination the fair
             market value of the assets of such Plan, as determined by
             the Plan's independent actuaries, is exceeded by the present
             value as determined by such actuaries as of such date, of
             benefit commitments under such Plan by more than $1,000,000
             (including any prior terminations subject to this
             provision);

                (iii)  the institution by PBGC of proceedings under
             Section 4042 of ERISA for the termination of, or the
             appointment of a trustee to administer, any Plan of the
             Company, of the receipt by the Company or any
             ERISA Affiliate of a notice from a Multiemployer Plan that
             such action has been taken by PBGC with respect to such
             Multiemployer Plan;

                 (iv)  the complete or partial withdrawal by the Company
             or any ERISA Affiliate under Section 4201 or 4204 of ERISA
             from a Multiemployer Plan causing any withdrawal liability
             in excess of $500,000 (including any prior withdrawals
             subject to this provision), or the receipt by the Company or

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<PAGE>     -124-

             any ERISA Affiliate of notice from a Multiemployer Plan that
             it is in reorganization or insolvency pursuant to
             Section 4241 or 4245 of ERISA or that it intends to
             terminate or has terminated under Section 4041A of ERISA;
             and 

                  (v)  the institution of a proceeding by a fiduciary of
             any Multiemployer Plan against the Company or any ERISA
             Affiliate to enforce Section 515 of ERISA, which proceeding
             is not dismissed within 30 days.

             (f)  promptly after the Company knows or has reason to know
        that any Default has occurred, a notice of such Default,
        describing the same in reasonable detail.

             (g)  from time to time such other information regarding the
        business, affairs or financial condition of the Company or any of
        its Subsidiaries (including, without limitation, any Plan or
        Multiemployer Plan and any reports or other information required
        to be filed under ERISA) as any Bank or the Agent may reasonably
        request.

   The Company will furnish to each Bank, at the time it furnishes each
   set of financial statements pursuant to paragraph (a) or (b) above, a
   certificate of a senior financial officer of the Company (i) to the
   effect that no Default has occurred and is continuing (or, if any
   Default has occurred and is continuing, describing the same in
   reasonable detail) and (ii) setting forth in reasonable detail the
   computations necessary to determine whether the Company is in
   compliance with Sections 8.06, 8.07(a)(vii), 8.08(xiii), 8.10 and 8.11
   hereof as of the end of the respective fiscal quarter or fiscal year.

             8.02  Litigation.  The Company shall promptly give to each
   Bank notice of all legal or arbitral proceedings, and of all
   proceedings before any governmental or regulatory authority or agency,
   instituted, or (to the knowledge of the Company) threatened, against
   the Company or any of its Subsidiaries which could reasonably be
   expected to have a Material Adverse Effect.

             8.03  Corporate Existence, Etc.  The Company shall, and
   shall cause each of its Significant Subsidiaries to:  preserve and
   maintain its corporate existence and all its material rights,
   privileges and franchises (except as otherwise expressly permitted
   under Section 8.07 hereof); comply with the requirements of all
   applicable laws, rules, regulations and orders of governmental or
   regulatory authorities if failure to comply with such requirements
   would have a Material Adverse Effect; pay and discharge all taxes,
   assessments and governmental charges or levies imposed on it or on its
   income or profits or on any of its property prior to the date on which
   penalties attach thereto, except for any such tax, assessment, charge
   or levy the payment of which is being contested in good faith and by
   proper proceedings and against which adequate reserves are being
   maintained; maintain all its properties used or useful in its business
   in good working order and condition, ordinary wear and tear excepted;
   and permit representatives of any Bank or the Agent, during normal

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<PAGE>     -125-

   business hours, to examine, copy and make extracts from its books and
   records, to inspect its properties, and to discuss its business and
   affairs with its officers, all to the extent reasonably requested by
   such Bank or the Agent (as the case may be).

             8.04  Insurance.  The Company shall, and shall cause each of
   its Subsidiaries to, keep insured by financially sound and reputable
   insurers all property of a character usually insured by corporations
   engaged in the same or similar business similarly situated against
   loss or damage of the kinds and in the amounts customarily insured
   against by such corporations and carry such other insurance as is
   usually carried by such corporations.

             8.05  Use of Proceeds.  The proceeds of the Credit
   Extensions hereunder will be used solely for general corporate
   purposes, including (without limitation) commercial paper back-up and
   acquisitions (each of which uses shall be in compliance with all
   applicable legal and regulatory requirements, including, without
   limitation, Regulations G, U and X of the Board of Governors of the
   Federal Reserve System and the Securities Act of 1933, as amended, and
   the Securities Exchange Act of 1934, as amended, and the rules and
   regulations thereunder).  The Company will not permit more than 25% of
   the value (as determined by any reasonable method) of its assets, nor
   more than 25% of the value (as determined by any reasonable method) of
   the assets of the Company and its Subsidiaries, to be represented by
   margin stock (within the meaning of Regulation U of the Board of
   Governors of the Federal Reserve System).

             8.06  Indebtedness.  The Company will not, nor will it
   permit any of its Subsidiaries to, incur, assume or suffer to exist
   obligations in respect of standby and performance letters of credit in
   an aggregate amount exceeding 5% of Total Consolidated Assets at any
   one time outstanding.  The Company will not permit any of its
   Subsidiaries to create, issue, incur or assume, or suffer to exist,
   any Indebtedness, except:  (i) Indebtedness existing on the date
   hereof, but not any renewals, extensions or refinancings of the same;
   (ii) Indebtedness owing to the Company; (iii) Indebtedness of any
   Person that becomes a Subsidiary of the Company after the date hereof
   so long as such Indebtedness exists at the time such Person becomes
   such a Subsidiary and was not incurred in anticipation thereof;
   (iv) Capital Lease Obligations in an aggregate amount not to exceed an
   amount equal to 5% of Total Consolidated Assets at any one time
   outstanding; (v) Indebtedness in respect of Syndicated Loans under
   this Agreement; (vi) Indebtedness in respect of Syndicated Loans (as
   defined in the Other Agreement) under the Other Agreement; and
   (vii) additional Indebtedness in an aggregate amount not to exceed an
   amount equal to 10% of Total Consolidated Assets at any one time
   outstanding.

             8.07  Fundamental Changes.

             (a)  The Company will not, and will not permit any of its
   Subsidiaries to, be a party to any merger or consolidation, and the
   Company will not, and will not permit any of its Subsidiaries or
   operating divisions (whether now owned or existing or hereafter

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<PAGE>     -126-

   acquired or designated) to, (x) sell, assign, lease or otherwise
   dispose of all or substantially all of its Property whether now owned
   or hereafter acquired or (y) sell, assign or otherwise dispose of any
   capital stock of any such Subsidiary, or permit any such Subsidiary to
   issue any capital stock, to any Person other than the Company or any
   of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Company
   does not own, directly or indirectly, a majority of the capital stock
   of such Subsidiary ("Controlling Stock Disposition"); except that, so
   long as both before and after giving effect thereto no Default shall
   have occurred and be continuing:

             (i)  the Company or any Subsidiary of the Company may be a
        party to any merger or consolidation if it shall be the surviving
        corporation;

            (ii)  any such Subsidiary may be a party to any merger or
        consolidation with another such Subsidiary (or with any Person
        that becomes another such Subsidiary as a result of such merger
        or consolidation);

           (iii)  any such Subsidiary may merge into, and any such
        Subsidiary or operating division may transfer any Property to,
        the Company;

            (iv)  any such Subsidiary or operating division may transfer
        any Property to another such Subsidiary or operating division (or
        to any Person that becomes as part of such transfer another such
        Subsidiary or operating division);

             (v)  [Intentionally Omitted];

            (vi)  the Company, any such Subsidiary or operating division
        may sell, assign, lease or otherwise dispose of any Non-Strategic
        Property; and

           (vii)  the Company or any such Subsidiary or operating
        division may make sales, assignments and other dispositions of
        Property (including Controlling Stock Dispositions) and any such
        Subsidiary may become a party to a merger or consolidation (each
        such sale, assignment, disposition, Controlling Stock
        Disposition, merger or consolidation, other than those described
        in clauses (i) through (vi) hereof, a "Disposition") if the
        Property that was the subject of any such Disposition, together
        with the Property that was the subject of all Dispositions during
        the Disposition Period for such Disposition, did not produce
        revenue that was greater in amount than an amount equal to 10% of
        the revenue of the Company and its Subsidiaries (determined on a
        consolidated basis without duplication in accordance with GAAP)
        for the twelve-month period ending on the Determination Date for
        such Disposition (for which purpose, a Controlling Stock
        Disposition with respect to any such Subsidiary shall be deemed
        to be the disposition of Property of such Subsidiary that
        produced all of the revenues of such Subsidiary).


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             (b)  Notwithstanding anything in clauses (i)-(vii) of
   Section 8.07(a) hereof to the contrary:

             (i)  the Company will not, and will not permit any of its
        Subsidiaries or operating divisions (whether now owned or
        existing or hereafter acquired or designated) to, sell, lease,
        assign, transfer or otherwise dispose of (whether in one
        transaction or in a series of transactions) any of its Property
        (whether now owned or hereafter acquired) if such sale,
        assignment, lease or other disposition (whether in one
        transaction or in a series of transactions) shall have a Material
        Adverse Effect; and

            (ii)  no Wholly-Owned Subsidiary of the Company shall be a
        party to any merger or consolidation with, or shall sell, lease,
        assign, transfer or otherwise dispose of any substantial part of
        its Property to, any Subsidiary of the Company that is not a
        Wholly-Owned Subsidiary of the Company.

             8.08  Liens.  The Company shall not, and shall not permit
   any of its Subsidiaries to, create, assume or suffer to exist any Lien
   upon any of its property or assets, now owned or hereafter acquired,
   securing any Indebtedness or other obligation except:  (i) Liens
   outstanding on the date hereof and listed in Schedule II hereto;
   (ii) Liens for taxes or other governmental charges not yet delinquent;
   (iii) Liens in respect of Property acquired or constructed or improved
   by the Company or any such Subsidiary after the date hereof which
   Liens exist or are created at the time of acquisition or completion of
   construction or improvement of such Property or within six months
   thereafter to secure Indebtedness assumed or incurred to finance all
   or any part of the purchase price or cost of construction or
   improvement of such Property, but any such Lien shall cover only the
   Property so acquired or constructed and any improvements thereto (and
   any real property on which such Property is located); (iv) Liens on
   Property of any corporation that becomes a Subsidiary of the Company
   after the date of this Agreement, provided that such Liens are in
   existence at the time such corporation becomes a Subsidiary of the
   Company and were not created in anticipation thereof; (v) Liens on
   Property acquired after the date hereof, provided that such Liens were
   in existence at the time such Property was acquired and were not
   created in anticipation thereof; (vi) Liens imposed by law, such as
   mechanics, materialmen, landlords, warehousemen and carriers Liens,
   and other similar Liens, securing obligations incurred in the ordinary
   course of business which are not past due for more than thirty days or
   which are being contested in good faith by appropriate proceedings and
   for which appropriate reserves have been established; (vii) Liens
   under workmen's compensation, unemployment insurance, social security
   or similar legislation; (viii) Liens, deposits, or pledges to secure
   the performance of bids, tenders, contracts (other than contracts for
   the payment of money), leases, public or statutory obligations,
   surety, stay, appeal, indemnity, performance or other similar bonds,
   or other similar obligations arising in the ordinary course of
   business; (ix) judgment and other similar Liens arising in connection
   with court proceedings, provided the execution or other enforcement of
   such Liens is effectively stayed and the claims secured thereby are

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   being actively contested in good faith and by appropriate proceedings;
   (x) easements, rights-of-way, restrictions and other similar
   encumbrances which, in the aggregate, do not materially interfere with
   the occupation, use and enjoyment by the Company or any such
   Subsidiary of the Property encumbered thereby in the normal course of
   its business or materially impair the value of the Property subject
   thereto; (xi) Liens securing obligations of any such Subsidiary to the
   Company or another Subsidiary of the Company; (xii) Liens securing
   obligations of the Company (in an aggregate amount not exceeding at
   any one time the greater of (a) $175,000,000 and (b) an aggregate
   amount equal to 75% of the sum of (i) the book value of the accounts
   receivable of the Company and its Subsidiaries plus (ii) the unpaid
   amount of all accounts receivable that, but for the sale of such
   accounts receivable pursuant to the Receivable Sales Agreements, would
   have been reflected in accounts receivable on a consolidated balance
   sheet of the Company and its Subsidiaries) pursuant to Receivables
   Sale Agreements; and (xiii) other Liens securing Indebtedness in an
   aggregate amount, which together with outstanding obligations referred
   to in clause (xii) above, does not exceed 15% of Total Consolidated
   Assets.

             8.09  Lines of Businesses.  Neither the Company nor any of
   its Subsidiaries shall engage to any significant extent in any line or
   lines of business other than the lines of business in which they are
   engaged on the date hereof and any other line or lines of business
   directly related to the manufacture, distribution and/or sale of
   consumer or industrial products (collectively, "Permitted
   Activities").  Notwithstanding the foregoing, the Company and its
   Subsidiaries may engage in other lines of business as a result of the
   acquisition of any Person primarily engaged in Permitted Activities so
   long as the Company uses its best efforts to come into compliance with
   the first sentence of this Section 8.09 within a reasonable period of
   time after such acquisition.

             8.10  Interest Coverage Ratio.  The Company shall cause the
   Interest Coverage Ratio, for any fiscal quarter of the Company, to be
   greater than 3.0 to 1.

             8.11  Total Indebtedness to Total Capital.  The Company
   shall not permit the ratio of Total Indebtedness to Total Capital at
   any time to be greater than .50 to 1.

             SECTION 9.  EVENTS OF DEFAULT.  If one or more of the
   following events (herein called "Events of Default") shall occur and
   be continuing:

             (a)  Any Borrower shall default in the payment when due of
        any principal of or interest on any Loan or any other amount
        payable by it hereunder; or

             (b)  The Company or any of its Subsidiaries shall default in
        the payment when due of any principal of or interest on any of
        its other Indebtedness aggregating $10,000,000 or more; or any
        event specified in any note, agreement, indenture or other
        document evidencing or relating to any Indebtedness aggregating

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        $20,000,000 or more shall occur if the effect of such event is to
        cause, or (with the giving of any notice or the lapse of time or
        both) to permit the holder or holders of such Indebtedness (or a
        trustee or agent on behalf of such holder or holders) to cause,
        such Indebtedness to become due prior to its stated maturity or
        to permit termination of the commitment to lend pursuant to any
        such instrument or agreement; or

             (c)  Any representation, warranty or certification made or
        deemed made by the Company or any other Borrower herein or in any
        Designation Letter or by the Company or any other Borrower in any
        certificate furnished to any Bank or the Agent pursuant to the
        provisions hereof or thereof, shall prove to have been false or
        misleading as of the time made or furnished in any material
        respect; or

             (d)  The Company shall default in the performance of any of
        its obligations under Section 8.01(f) or 8.05 through 8.11
        (inclusive) hereof; or the Company shall default in the
        performance of any of its other obligations in this Agreement and
        such default shall continue unremedied for a period of 30 days
        after notice thereof to the Company by the Agent or any Bank
        (through the Agent); or

             (e)  The Company or any of its Significant Subsidiaries
        shall admit in writing its inability to, or be generally unable
        to, pay its debts as such debts become due; or

             (f)  The Company or any of its Significant Subsidiaries
        shall (i) apply for or consent to the appointment of, or the
        taking of possession by, a receiver, custodian, trustee or
        liquidator of itself or of all or a substantial part of its
        property, (ii) make a general assignment for the benefit of its
        creditors, (iii) commence a voluntary case under the Bankruptcy
        Code (as now or hereafter in effect), (iv) file a petition
        seeking to take advantage of any other law relating to
        bankruptcy, insolvency, reorganization, winding-up, or
        composition or readjustment of debts, (v) fail to controvert in a
        timely and appropriate manner, or acquiesce in writing to, any
        petition filed against it in an involuntary case under the
        Bankruptcy Code, or (vi) take any corporate action for the
        purpose of effecting any of the foregoing; or

             (g)  A proceeding or case shall be commenced against the
        Company or any of its Significant Subsidiaries without its
        application or consent, in any court of competent jurisdiction,
        seeking (i) its liquidation, reorganization, dissolution or
        winding-up, or the composition or readjustment of its debts,
        (ii) the appointment of a trustee, receiver, custodian,
        liquidator or the like of it or of all or any substantial part of
        its assets, or (iii) similar relief in respect of it under any
        law relating to bankruptcy, insolvency, reorganization,
        winding-up, or composition or adjustment of debts, and such
        proceeding or case shall continue undismissed, or an order,
        judgment or decree approving or ordering any of the foregoing

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<PAGE>     -130-

        shall be entered and continue unstayed and in effect, for a
        period of 60 days; or an order for relief against it shall be
        entered in an involuntary case under the Bankruptcy Code; or

             (h)  A final judgment or judgments for the payment of money
        in excess of $20,000,000 in the aggregate shall be rendered by a
        court or courts against the Company and/or any of its
        Subsidiaries and the same shall not be discharged (or provision
        shall not be made for such discharge), or a stay of execution
        thereof shall not be procured, within 30 days from the date of
        entry thereof and the Company or the relevant Subsidiary shall
        not, within said period of 30 days, or such longer period during
        which execution of the same shall have been stayed, appeal
        therefrom and cause the execution thereof to be stayed during
        such appeal; or

             (i)  An event or condition specified in Section 8.01(e)
        hereof shall occur or exist with respect to any Plan or Multi-
        employer Plan of the Company and, as a result of such event or
        condition, together with all other such events or conditions, the
        Company or any ERISA Affiliate shall incur or in the opinion of
        the Majority Banks shall be reasonably likely to incur a
        liability to a Plan, a Multiemployer Plan or PBGC (or any
        combination of the foregoing) which is, in the determination of
        the Majority Banks, material in relation to the consolidated
        financial position of the Company and its Subsidiaries (taken as
        a whole); or

             (j)  An event of default (under and as defined in the
        Indenture) shall occur and be continuing; or

             (k)  During any period of 25 consecutive calendar months
        (i) individuals who were directors of the Company on the first
        day of such period and (ii) other individuals whose election or
        nomination to the Board of Directors of the Company was approved
        by at least a majority of the individuals referred to in clause
        (i) above and (iii) other individuals whose election or
        nomination to the Board of Directors of the Company was approved
        by at least a majority of the individuals referred to in clauses
        (i) and (ii) above shall no longer constitute a majority of the
        Board of Directors of the Company;

   THEREUPON:  (i) in the case of an Event of Default other than one
   referred to in clause (f) or (g) of this Section 9 in respect of the
   Company or any Approved Borrower, (x) the Agent may and, upon request
   of the Majority Banks, shall, by notice to the Company, cancel the
   Commitments and (y) the Agent may and, upon request of Banks holding
   at least 66-2/3% of the aggregate unpaid principal amount of Loans
   then outstanding shall, by notice to the Company, declare the
   principal amount of and the accrued interest on the Loans, and all
   other amounts payable by the Company or any other Borrower hereunder
   and under the Notes, to be forthwith due and payable, whereupon such
   amounts shall be immediately due and payable without presentment,
   demand, protest or other formalities of any kind, all of which are
   hereby expressly waived by the Company and each other Borrower; and

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   (ii) in the case of the occurrence of an Event of Default referred to
   in clause (f) or (g) of this Section 9 in respect of the Company or
   any Approved Borrower, the Commitments shall be automatically
   cancelled and the principal amount then outstanding of, and the
   accrued interest on, the Loans and all other amounts payable by the
   Company or any other Borrower hereunder and under the Notes shall
   become automatically immediately due and payable without presentment,
   demand, protest or other formalities of any kind, all of which are
   hereby expressly waived by the Company and each other Borrower.

             In addition, in the case of the occurrence of any event of
   the type referred to in clause (f) or (g) of this Section 9 in respect
   of any Approved Borrower that is not a Significant Subsidiary, the
   principal amount then outstanding of, and accrued interest on, the
   Loans and other amounts payable by such Approved Borrower hereunder
   and under its Notes shall automatically become immediately due and
   payable without presentment, demand, protest or other formalities of
   any kind, all of which are hereby expressly waived by such Approved
   Borrower and the Company.  

             SECTION 10.  THE AGENT.

             10.01  Appointment, Powers and Immunities.  Each Bank hereby
   irrevocably (but subject to Section 10.08 hereof) appoints and
   authorizes the Agent to act as its agent hereunder with such powers as
   are specifically delegated to the Agent by the terms of this Agreement
   together with such other powers as are reasonably incidental thereto. 
   The Agent (which term as used in this sentence and in Section 10.05
   and the first sentence of Section 10.06 hereof shall include reference
   to its affiliates and its own and its affiliates' officers, directors,
   employees and agents):  (a) shall have no duties or responsibilities
   except those expressly set forth in this Agreement and shall not by
   reason of this Agreement be a trustee for any Bank; (b) shall not be
   responsible to the Banks for any recitals, statements, representations
   or warranties contained in this Agreement or in any certificate or
   other document referred to or provided for in, or received by any of
   them under, this Agreement or for the value, validity, effectiveness,
   genuineness, enforceability or sufficiency of this Agreement, any Note
   or any other document referred to or provided for herein or for any
   failure by the Company or any other Person to perform any of its
   obligations hereunder or thereunder; (c) shall not be required to
   initiate or conduct any litigation or collection proceedings
   hereunder; and (d) shall not be responsible for any action taken or
   omitted to be taken by it hereunder or under any other document or
   instrument referred to or provided for herein or in connection
   herewith, except for its own gross negligence or willful misconduct. 
   The Agent may employ agents and attorneys-in-fact and shall not be
   responsible for the negligence or misconduct of any such agents or
   attorneys-in-fact selected by it with reasonable care.  The Agent may
   deem and treat the payee of any Syndicated Note as the holder thereof
   for all purposes hereof unless and until a written notice of the
   assignment or transfer thereof shall have been filed with the Agent,
   together with the written consent of the Company and the Agent, if
   required, to such assignment or transfer.


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             10.02  Reliance by Agent.  The Agent shall be entitled to
   rely upon any certification, notice or other communication (including
   any thereof by telephone, telex, telegram or cable) believed by it to
   be genuine and correct and to have been signed or sent by or on behalf
   of the proper Person or Persons, and upon advice and statements of
   legal counsel, independent accountants and other experts selected by
   the Agent.  As to any matters not expressly provided for by this
   Agreement, the Agent shall in all cases be fully protected in acting,
   or in refraining from acting, hereunder in accordance with
   instructions signed by the Majority Banks, and such instructions of
   the Majority Banks and any action taken or failure to act pursuant
   thereto shall be binding on all the Banks.

             10.03  Defaults.  The Agent shall not be deemed to have
   knowledge of the occurrence of a Default unless the Agent has received
   notice from a Bank or the Company specifying such Default and stating
   that such notice is a "Notice of Default".  In the event that the
   Agent receives such a notice of the occurrence of a Default, the Agent
   shall give prompt notice thereof to the Banks.  The Agent shall
   (subject to Section 10.07 hereof) take such action with respect to
   such Default as shall be directed by the Majority Banks, provided
   that, unless and until the Agent shall have received such directions,
   the Agent may (but shall not be obligated to) take such action, or
   refrain from taking such action, with respect to such Default as it
   shall deem advisable in the best interest of the Banks.

             10.04  Rights as a Bank.  With respect to its Commitment and
   the Loans made by it, Chase (and any successor acting as Agent), in
   its capacity as a Bank hereunder shall have the same rights and powers
   hereunder as any other Bank and may exercise the same as though it
   were not acting as the Agent, and the term "Bank" or "Banks" shall,
   unless the context otherwise indicates, include the Agent in its
   individual capacity.  Chase (and any successor acting as Agent) and
   its affiliates may (without having to account therefor to any Bank)
   accept deposits from, lend money to and generally engage in any kind
   of banking, trust or other business with the Company (and any of its
   affiliates) as if it were not acting as the Agent, and Chase and its
   affiliates may accept fees and other consideration from the Company
   for services in connection with this Agreement or otherwise without
   having to account for the same to the Banks.

             10.05  Indemnification.  The Banks agree to indemnify the
   Agent (to the extent not reimbursed under Section 12.03 hereof, but
   without limiting the obligations of the Company under said
   Section 12.03), ratably in accordance with their respective
   Commitments, for any and all liabilities, obligations, losses,
   damages, penalties, actions, judgments, suits, costs, expenses or
   disbursements of any kind and nature whatsoever which may be imposed
   on, incurred by or asserted against the Agent in any way relating to
   or arising out of this Agreement or any other documents contemplated
   by or referred to herein or the transactions contemplated hereby
   (including, without limitation, the costs and expenses which the
   Company is obligated to pay under Section 12.03 hereof but excluding,
   unless a Default has occurred and is continuing, normal administrative
   costs and expenses incident to the performance of its agency duties

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   hereunder) or the enforcement of any of the terms hereof, or of any
   such other documents, provided that no Bank shall be liable for any of
   the foregoing to the extent they arise from the gross negligence or
   willful misconduct of the party to be indemnified.

             10.06  Non-Reliance on Agent and Other Banks.  Each Bank
   agrees that it has, independently and without reliance on the Agent or
   any other Bank, and based on such documents and information as it has
   deemed appropriate, made its own credit analysis of the Company and
   its Subsidiaries and decision to enter into this Agreement and that it
   will, independently and without reliance upon the Agent or any other
   Bank, and based on such documents and information as it shall deem
   appropriate at the time, continue to make its own analysis and
   decisions in taking or not taking action under this Agreement.  The
   Agent shall not be required to keep itself informed as to the
   performance or observance by any Obligor of this Agreement or any
   other document referred to or provided for herein or to inspect the
   properties or books of the Company or any Subsidiary of the Company. 
   Except for notices, reports and other documents and information
   expressly required to be furnished to the Banks by the Agent
   hereunder, the Agent shall not have any duty or responsibility to
   provide any Bank with any credit or other information concerning the
   affairs, financial condition or business of the Company or any
   Subsidiary of the Company (or any of their affiliates) which may come
   into the possession of the Agent or any of its affiliates.

             10.07  Failure to Act.  Except for action expressly required
   of the Agent hereunder the Agent shall in all cases
   be fully justified in failing or refusing to act hereunder unless it
   shall be indemnified to its satisfaction by the Banks against any and
   all liability and expense which may be incurred by it by reason of
   taking or continuing to take any such action.

             10.08  Resignation or Removal of Agent.  Subject to the
   appointment and acceptance of a successor Agent as provided below, the
   Agent may resign at any time by giving notice thereof to the Banks and
   the Company and the Agent may be removed at any time with or without
   cause by the Majority Banks.  Upon any such resignation or removal,
   the Majority Banks shall have the right to appoint a successor Agent. 
   If no successor Agent shall have been so appointed by the Majority
   Banks and shall have accepted such appointment within 30 days after
   the retiring Agent's giving of notice of resignation or the Majority
   Banks' removal of the retiring Agent, then the retiring Agent may, on
   behalf of the Banks, appoint a successor Agent, which shall be a bank
   which has an office in New York, New York with a combined capital and
   surplus of at least $100,000,000.  Upon the acceptance of any
   appointment as Agent hereunder by a successor Agent, such successor
   Agent shall thereupon succeed to and become vested with all the
   rights, powers, privileges and duties of the retiring Agent, and the
   retiring Agent shall be discharged from its duties and obligations
   hereunder.  After any retiring Agent's resignation or removal
   hereunder as Agent, the provisions of this Section 10 shall continue
   in effect for its benefit in respect of any actions taken or omitted
   to be taken by it while it was acting as the Agent.


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             SECTION 11.  GUARANTEE.

             11.01  Guarantee.  The Company hereby guarantees to each
   Bank and the Agent and their respective successors and assigns the
   prompt payment in full when due (whether at stated maturity, by
   acceleration, by optional prepayment or otherwise) of the principal of
   and interest on the Loans made by the Banks to, and the Notes held by
   each Bank of, any Approved Borrower and all other amounts from time to
   time owing to the Banks or the Agent by any Approved Borrower under
   this Agreement pursuant to its Designation Letter and under the Notes,
   in each case strictly in accordance with the terms thereof (such
   obligations being herein collectively called the "Guaranteed
   Obligations").  The Company hereby further agrees that if any Approved
   Borrower shall fail to pay in full when due (whether at stated
   maturity, by acceleration, by optional prepayment or otherwise) any of
   the Guaranteed Obligations, the Company will promptly pay the same,
   without any demand or notice whatsoever, and that in the case of any
   extension of time of payment or renewal of any of the Guaranteed
   Obligations, the same will be promptly paid in full when due (whether
   at extended maturity, by acceleration or otherwise) in accordance with
   the terms of such extension or renewal.

             11.02  Obligations Unconditional.  The obligations of the
   Company hereunder are unconditional irrespective of (a) the value,
   genuineness, validity, regularity or enforceability of any of the
   Guaranteed Obligations, (b) any modification, amendment or variation
   in or addition to the terms of any of the Guaranteed Obligations or
   any covenants in respect thereof or any security therefor, (c) any
   extension of time for performance or waiver of performance of any
   covenant of any Approved Borrower or any failure or omission to
   enforce any right with regard to any of the Guaranteed Obligations,
   (d) any exchange, surrender, release of any other guaranty of or
   security for any of the Guaranteed Obligations, or (e) any other
   circumstance with regard to any of the Guaranteed Obligations which
   may or might in any manner constitute a legal or equitable discharge
   or defense of a surety or guarantor, it being the intent hereof that
   the obligations of the Company hereunder shall be absolute and
   unconditional under any and all circumstances.

             The Company hereby expressly waives diligence, presentment,
   demand, protest, and all notices whatsoever with regard to any of the
   Guaranteed Obligations and any requirement that the Agent or any Bank
   exhaust any right, power or remedy or proceed against any Approved
   Borrower hereunder or under the Designation Letter of such Approved
   Borrower or any Note of such Approved Borrower or any other guarantor
   of or any security for any of the Guaranteed Obligations.

             11.03  Reinstatement.  The guarantee in this Section 11
   shall be automatically reinstated if and to the extent that for any
   reason any payment by or on behalf of any Approved Borrower in respect
   of the Guaranteed Obligations is rescinded or must be otherwise
   restored by any holder(s) of any of the Guaranteed Obligations,
   whether as a result of any proceedings in bankruptcy or reorganization
   or otherwise.


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             11.04  Subrogation.  Until the termination of the
   Commitments and the payment in full of the principal of and interest
   on the Loans and all other amounts payable to the Agent or any Bank
   hereunder, the Company hereby irrevocably waives all rights of
   subrogation or contribution, whether arising by operation of law
   (including, without limitation, any such right arising under the
   Federal Bankruptcy Code) or otherwise, by reason of any payment by it
   pursuant to the provisions of this Section 11.

             11.05  Remedies.  The Company agrees that, as between the
   Company on the one hand and the Banks and the Agent on the other hand,
   the obligations of any Approved Borrower guaranteed under this
   Agreement may be declared to be forthwith due and payable, or may be
   deemed automatically to have been accelerated, as provided in Section
   9 hereof, for purposes of Section 11.01 hereof notwithstanding any
   stay, injunction or other prohibition (whether in a bankruptcy
   proceeding affecting such Approved Borrower or otherwise) preventing
   such declaration as against such Approved Borrower and that, in the
   event of such declaration or automatic acceleration such obligations
   (whether or not due and payable by such Approved Borrower) shall
   forthwith become due and payable by the Company for purposes of said
   Section 11.01.

             11.06  Continuing Guarantee.  The guarantee in this Section
   11 is a continuing guarantee and shall apply to all Guaranteed
   Obligations whenever arising.

             SECTION 12.  MISCELLANEOUS.

             12.01  Waiver.  No failure on the part of the Agent or any
   Bank to exercise and no delay in exercising, and no course of dealing
   with respect to, any right, power or privilege under this Agreement,
   any Designation Letter or any Note shall operate as a waiver thereof,
   nor shall any single or partial exercise of any right, power or
   privilege under this Agreement, any Designation Letter or any Note
   preclude any other or further exercise thereof or the exercise of any
   other right, power or privilege.  The remedies provided herein and
   therein are cumulative and not exclusive of any remedies provided by
   law.

             12.02  Notices.  All notices and other communications
   provided for herein (including, without limitation, any modifications
   of, or requests, demands, waivers or consents under, this Agreement)
   shall be given or made by telex, telecopy, telegraph, cable or in
   writing and telexed, telecopied, telegraphed, cabled, mailed or
   delivered to the intended recipient at the "Address for Notices"
   specified below its name on the signature pages hereof; or, as to any
   party, at such other address as shall be designated by such party in a
   notice to each other party.  Except as otherwise provided in this
   Agreement, all such communications shall be deemed to have been duly
   given when transmitted by telex or telecopier, delivered to the
   telegraph or cable office or personally delivered or, in the case of a
   mailed notice, upon receipt, in each case given or addressed as
   aforesaid.  Each Approved Borrower hereby agrees that each notice or
   other communication provided for herein may be furnished to the

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -136-

   Company or by the Company on its behalf in the manner specified above
   and each Approved Borrower further agrees that failure of the Company
   to deliver to such Approved Borrower any notice furnished in
   accordance with this Section 12.02 shall not affect the validity of
   such notice.

             12.03  Expenses, Etc.  The Company agrees to pay or
   reimburse each of the Banks and the Agent for paying:  (a) the
   reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy,
   special New York counsel to the Banks and the Agent, in connection
   with (i) the preparation, execution and delivery of this Agreement,
   the Designation Letters and the Notes, the making of the Loans
   hereunder and (ii) any amendment, modification or waiver (whether or
   not such amendment, modification or waiver shall become effective) of
   any of the terms of this Agreement or any of the Notes; (b) all
   reasonable costs and expenses of the Banks and the Agent (including
   reasonable counsels' fees) in connection with the enforcement of this
   Agreement, any Designation Letter or any of the Notes; and (c) all
   transfer, stamp, documentary or other similar taxes, assessments or
   charges levied by any governmental or revenue authority in respect of
   this Agreement, any Designation Letter, any of the Notes or any other
   document referred to herein.  

             The Company hereby agrees to indemnify the Agent and each
   Bank and their respective directors, officers, employees and agents
   from, and hold each of them harmless against, any and all losses,
   liabilities, claims, damages, costs, expenses, taxes or penalties
   incurred by any of them arising out of, by reason of or as a
   consequence of (i) any representation or warranty made or deemed to be
   made by any Approved Borrower in Part B of Section 7 hereof or in such
   Approved Borrower's Designation Letter proving to have been false or
   misleading as of the time made in any material respect or (ii) any
   investigation or litigation or other proceedings (including any
   threatened investigation or litigation or other proceedings) relating
   to any actual or proposed use by the Company or any Subsidiary of the
   Company of the proceeds of any of the Loans, including, without
   limitation, the reasonable fees and disbursements of counsel incurred
   in connection with any such investigation or litigation or other
   proceedings (but excluding any such losses, liabilities, claims,
   damages, costs, expenses, taxes or penalties incurred by reason of the
   gross negligence or willful misconduct of the Person to be
   indemnified).

             12.04  Amendments, Etc.  Except as otherwise expressly
   provided in this Agreement, any provision of this Agreement may be
   amended or modified only by an instrument in writing signed by the
   Company, the Agent and the Majority Banks, or by the Company, and the
   Agent acting with the consent of the Majority Banks, and any provision
   of this Agreement may be waived by the Majority Banks or by the Agent
   acting with the consent of the Majority Banks; provided that no
   amendment, modification or waiver shall, unless by an instrument
   signed by all of the Banks or by the Agent acting with the consent of
   all of the Banks:  (i) increase or extend the term, or extend the time
   or waive any requirement for the reduction or termination, of the
   Commitments, (ii) extend the date fixed for the payment of any

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -137-

   principal of or interest on any Loan, (iii) reduce the amount of any
   principal of any Loan or the rate at which interest or any fee is
   payable hereunder, (iv) alter the terms of Section 11 hereof or
   release the Guarantor from any of its obligations thereunder,
   (v) alter the terms of this Section 12.04, (vi) amend the definition
   of the term "Majority Banks" or modify in any other manner the number
   or percentage of the Banks required to make any determinations or
   waive any rights hereunder or to modify any provision hereof, (vii)
   amend the definition of the term "Agreed Alternative Currency" or
   (viii) waive any of the conditions precedent set forth in Section 6
   hereof; and provided, further, that any amendment of Section 10
   hereof, or which increases the obligations or alters the rights of the
   Agent hereunder, shall require the consent of the Agent.

             12.05  Assignments and Participations.

             (a)  No Obligor may assign any of its rights or obligations
        hereunder or under the Notes without the prior consent of all of
        the Banks and the Agent.

             (b)  No Bank may assign all or any part of its Loans, its
        Notes or its Commitment without the prior consent of the Company
        and the Agent, which consents will not be unreasonably withheld;
        provided that, (i) without the consent of the Company or the
        Agent, any Bank may assign to any of its affiliates or to another
        Bank all or (subject to the further clauses below) any portion of
        its Commitment; (ii) any such partial assignment shall be not
        less than $5,000,000 and in multiples of $1,000,000 in excess
        thereof; and (iii) such assigning Bank shall also simultaneously
        assign the same proportion of each of its Syndicated Loans then
        outstanding (together with the same proportion of its Syndicated
        Note then outstanding).  Upon written notice to the Company and
        the Agent of an assignment permitted by the preceding sentence
        (which notice shall identify the assignee, the amount of the
        assigning Bank's Commitment and Loans  assigned in detail
        reasonably satisfactory to the Agent) and upon the effectiveness
        of any assignment consented to by the Company and the Agent, the
        assignee shall have, to the extent of such assignment (unless
        otherwise provided in such assignment with the consent of the
        Company and the Agent), the obligations, rights and benefits of a
        Bank hereunder holding the Commitment and Loans (or portions
        thereof) assigned to it (in addition to the Commitment and Loans,
        if any, theretofore held by such assignee) and the assigning Bank
        shall, to the extent of any such Commitment assignment, be
        released from its Commitment (or portions thereof) so assigned. 
        Upon the effectiveness of any assignment referred to in this
        Section 12.05(b), the assigning Bank or the assignee Bank shall
        pay to the Agent a transfer fee in an amount equal to $3,000.

             (c)  A Bank may sell or agree to sell to one or more other
        Persons a participation in all or any part of its Commitment or
        its Loans, in which event each such participant shall be entitled
        to the rights and benefits of the provisions of Section 8.01(g)
        hereof with respect to its participation as if (and the Company
        shall be directly obligated to such participant under such

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -138-

        provisions as if) such participant were a "Bank" for purposes of
        said Section, but shall not have any other rights or benefits
        under this Agreement or such Bank's Notes (the participant's
        rights against such Bank in respect of such participation to be
        those set forth in the agreement (the "Participation Agreement")
        executed by such Bank in favor of the participant).  All amounts
        payable by the Company to any Bank under Section 5 hereof shall
        be determined as if such Bank had not sold or agreed to sell any
        participations and as if such Bank were funding all of its Loans
        in the same way that it is funding the portion of its Loans in
        which no participations have been sold.  In no event shall a Bank
        that sells a participation be obligated to the participant under
        the Participation Agreement to take or refrain from taking any
        action hereunder or under such Bank's Notes except that such Bank
        may agree in the Participation Agreement that it will not,
        without the consent of the participant, agree to (i) the
        increase, or the extension of the term, or the extension of the
        time or waiver of any requirement for the reduction or
        termination, of such Bank's Commitment, (ii) the extension of any
        date fixed for the payment of principal of or interest on any
        participated Loan or any portion of any fees payable to the
        participant, (iii) the reduction of any payment of principal of
        any participated Loan, (iv) the reduction of the rate at which
        either interest or (if the participant is entitled to any part
        thereof) fees are payable hereunder to a level below the rate at
        which the participant is entitled to receive interest or fees (as
        the case may be) in respect of such participation or (v) any
        modification, supplement or waiver hereof or of any of the other
        Basic Documents to the extent that the same, under the terms
        hereof or thereof, requires the consent of each Bank.

             (d)  In addition to the assignments and participations
        permitted under the foregoing provisions of this Section 12.05, a
        Bank may assign and pledge all or any portion of its Loans and
        its Notes to any Federal Reserve Bank as collateral security
        pursuant to Regulation A and any Operating Circular issued by
        such Federal Reserve Bank.  No such assignment shall release the
        Bank from its obligations hereunder.

             (e)  A Bank may furnish any information concerning the
        Company or any of its Subsidiaries in the possession of such Bank
        from time to time to assignees and participants (including
        prospective assignees and participants).

             12.06  Survival.  The obligations of any Borrower under
   Sections 5.01, 5.05 and 5.06 hereof, the obligations of the Banks
   under Section 10.05 hereof and the obligations of the Company under
   Section 12.03 hereof shall survive the repayment of the Loans and the
   termination of the Commitments.  In addition, each representation and
   warranty made, or deemed to be made, by a notice of borrowing of Loans
   hereunder shall survive the making of such Loans, and no Bank shall be
   deemed to have waived, by reason of making any Loan, any Default or
   Event of Default which may arise by reason of such representation or
   warranty proving to have been false or misleading, notwithstanding
   that such Bank or the Agent may have had notice or knowledge or reason

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -139-

   to believe that such representation or warranty was false or
   misleading at the time such Loan was made.

             12.07  Captions.  Captions and section headings appearing
   herein are included solely for convenience of reference and are not
   intended to affect the interpretation of any provision of this
   Agreement.

             12.08  Counterparts.  This Agreement may be executed in any
   number of counterparts, each of which shall be identical and all of
   which, when taken together, shall constitute one and the same
   instrument, and any of the parties hereto may execute this Agreement
   by signing any such counterpart.

             12.09  Governing Law; Jurisdiction; Service of Process;
   Waiver of Jury Trial; Etc.

             (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
   ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL ACTION
   OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
   TRANSACTIONS CONTEMPLATED HEREBY, AND ANY ACTION OR PROCEEDING TO
   EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED IN CONNECTION
   THEREWITH, MAY BE INSTITUTED IN THE SUPREME COURT OF THE STATE OF NEW
   YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
   SOUTHERN DISTRICT OF NEW YORK, AND EACH OBLIGOR IRREVOCABLY AND
   UNCONDITIONALLY SUBMITS GENERALLY (BUT NON-EXCLUSIVELY) TO THE
   JURISDICTION OF EACH SUCH COURT.  THE COMPANY IRREVOCABLY CONSENTS TO
   THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY
   THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS
   SET FORTH UNDERNEATH ITS SIGNATURE HERETO.  EACH APPROVED BORROWER
   HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
   BROUGHT IN NEW YORK MAY BE MADE UPON SUCH APPROVED BORROWER BY SERVICE
   UPON THE COMPANY AT THE "ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME
   ON THE SIGNATURE PAGES HEREOF AND EACH APPROVED BORROWER HEREBY
   IRREVOCABLY APPOINTS THE COMPANY AS ITS AUTHORIZED AGENT ("PROCESS
   AGENT") TO ACCEPT, ON BEHALF OF ITS PROPERTY SUCH SERVICE OF PROCESS
   IN NEW YORK.  EACH OBLIGOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH
   ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
   JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
   BY LAW.  EACH OBLIGOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
   PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
   THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
   AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
   BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OBLIGOR FURTHER AGREES
   THAT ANY SUCH ACTION OR PROCEEDING AGAINST THE AGENT AND/OR ANY OF THE
   BANKS SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW
   YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
   SOUTHERN DISTRICT OF NEW YORK AND THE AGENT AND THE BANKS HEREBY
   CONSENT TO THE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

             (b)  EACH OF THE OBLIGORS, THE AGENT AND THE BANKS HEREBY
   IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND
   ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
   RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  


                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -140-

             12.10  Successors and Assigns.  This Agreement shall be
   binding upon and inure to the benefit of the parties hereto and their
   respective successors and permitted assigns.

             12.11  Judgment Currency.  This is an international loan
   transaction in which the specification of Dollars or an Alternative
   Currency, as the case may be (the "Specified Currency"), any payment
   in New York City or the country of the Specified Currency, as the case
   may be (the "Specified Place"), is of the essence, and the Specified
   Currency shall be the currency of account in all events relating to
   Loans denominated in the Specified Currency.  The payment obligations
   of the Obligors under this Agreement and the Notes shall not be
   discharged by an amount paid in another currency or in another place,
   whether pursuant to a judgment or otherwise, to the extent that the
   amount so paid on conversion to the Specified Currency and transfer to
   the Specified Place under normal banking procedures does not yield the
   amount of the Specified Currency at the Specified Place due hereunder. 
   If for the purpose of obtaining judgment in any court it is necessary
   to convert a sum due hereunder in the Specified Currency into another
   currency (the "Second Currency"), the rate of exchange which shall be
   applied shall be that at which in accordance with normal banking
   procedures the Agent could purchase the Specified Currency with the
   Second Currency on the Business Day next preceding that on which such
   judgment is rendered.  The obligation of each Obligor in respect of
   any such sum due from it to the Agent or any Bank hereunder (an
   "Entitled Person") shall, notwithstanding the rate of exchange
   actually applied in rendering such judgment, be discharged only to the
   extent that on the Business Day following receipt by such Entitled
   Person of any sum adjudged to be due hereunder or under the Notes in
   the Second Currency such Entitled Person may in accordance with normal
   banking procedures purchase and transfer to the Specified Place the
   Specified Currency with the amount of the Second Currency so adjudged
   to be due; and each Obligor hereby, as a separate obligation and
   notwithstanding any such judgment, agrees to indemnify such Entitled
   Person against, and to pay such Entitled Person on demand in the
   Specified Currency, any difference between the sum originally due to
   such Entitled Person in the Specified Currency and the amount of the
   Specified Currency so purchased and transferred.

             12.12  Cancellation of Existing Credit Agreements.  On the
   date of the execution and delivery of this Agreement, the commitments
   of the Banks party to the Existing Credit Agreements shall
   automatically terminate and all fees payable to such Banks accrued to
   such date under the Existing Credit Agreements shall be immediately
   due and payable.  Upon the payment of such fees, all obligations of
   the Company and the Drawers under the Existing Credit Agreements shall
   terminate except for obligations that by the express terms of the
   Existing Credit Agreements are stated to survive the repayment of the
   loans and the termination of the commitments of the Banks thereunder. 
   In connection with the foregoing, each of the Banks party to each
   Existing Credit Agreement (such Banks constituting, in the aggregate,
   the "Majority Banks" under and as defined in the respective Existing
   Credit Agreement) hereby agrees to waive the requirement that the
   Company provide notice of such termination under Section 2.05(b) of
   each such Existing Credit Agreement.

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -141-

             IN WITNESS WHEREOF, the parties hereto have caused this
   Agreement to be duly executed as of the day and year first above
   written.

                                        NEWELL CO.



                                        By ________________________
                                        Name:
                                        Title:

                                        Address for Notices:

                                        Newell Co.
                                        29 East Stephenson Street
                                        Freeport, Illinois  61032

                                        Telecopy No.:  815-233-8060

                                        Telephone No.:  815-233-8040

                                        Attention:  C.R. Davenport
                                                    Vice President --
                                                      Treasurer































                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -142-

                                        THE AGENT

                                        THE CHASE MANHATTAN BANK
                                          (NATIONAL ASSOCIATION),
                                          as Agent



                                        By _________________________
                                        Name:
                                        Title:  Vice President

                                        Address for Notices:

                                        The Chase Manhattan Bank
                                          (National Association),
                                          as Agent
                                        New York Agency
                                        4 Metrotech Center
                                        13th Floor
                                        Brooklyn, New York  11245

                                        Telecopy No.:  718-242-6910

                                        Telephone No.:  718-242-7979

                                        Attention:  New York Agency





























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -143-

                                        THE BANKS

          Commitment                    THE CHASE MANHATTAN BANK
          $21,333,333.33                  (NATIONAL ASSOCIATION)



                                        By ________________________
                                        Name:
                                        Title: 

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        The Chase Manhattan Bank
                                          (National Association)
                                        1 Chase Manhattan Plaza
                                        New York, New York  10081

                                        Address for Notices:

                                        The Chase Manhattan Bank
                                          (National Association)
                                        1 Chase Manhattan Plaza
                                        New York, New York  10081

                                        Telecopy No.:  (212) 552-1457  

                                        Telephone No.:  (212) 552-1479 

                                        Attention:  Bruce S. Borden
                                                    Vice President
























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -144-

          Commitment                    ROYAL BANK OF CANADA
          $18,666,666.67


                                        By _______________________
                                        Name:
                                        Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        New York Branch
                                        Royal Bank of Canada
                                        Financial Square
                                        New York, New York 10005-3531

                                        Address for Notices:

                                        New York Branch
                                        Royal Bank of Canada
                                        Financial Square
                                        New York, New York 10005-3531

                                        Attention:  Manager, Loans
                                                      Administration

                                        Telecopy No.:  (212) 428-2372

                                        Telephone No.:  (212) 428-6311

                                        with a copy to:

                                        Royal Bank of Canada
                                        One North Franklin Street
                                        Suite 700
                                        Chicago, Illinois  60606

                                        Attention:  Preston D. Jones, Senior
                                                      Manager

                                        Telecopy No.:  (312) 551-0805

                                        Telephone No.:  (312) 551-1618













                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -145-

          Commitment                    BANK OF AMERICA ILLINOIS
          $16,000,000


                                        By ________________________
                                        Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Bank of America Illinois
                                        231 South LaSalle Street
                                        Chicago, Illinois  60697

                                        Address for Notices:

                                        Bank of America Illinois
                                        231 South LaSalle Street
                                        Chicago, Illinois  60697

                                        Telecopy No.:  (312) 987-1276

                                        Telephone No.:  (312) 828-6624

                                        Attention:  Kurt W. Anstaett
                                                      Managing Director





























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -146-

          Commitment                    CIBC INC.
          $16,000,000


                                        By _______________________
                                           Name:  
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        CIBC Inc.
                                        Two Paces Ferry Road
                                        Suite 1200
                                        Atlanta, Georgia 30339

                                        Address for Notices:

                                        CIBC Inc.
                                        Two Paces Ferry Road
                                        Suite 1200
                                        Atlanta, Georgia  30339

                                        Telecopy No.:  (404) 319-4950

                                        Telephone No.:  (404) 319-4856

                                        Attention:  Sherry Smith




























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -147-

          Commitment                    CREDIT LYONNAIS CAYMAN ISLAND
          $16,000,000                     BRANCH


                                        By __________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Credit Lyonnais Cayman Island
                                          Branch
                                        1301 Avenue of the Americas
                                        New York, New York  10019

                                        Address for Notices:

                                        Credit Lyonnais
                                        c/o Credit Lyonnais Chicago
                                          Branch
                                        227 West Monroe
                                        Chicago, Illinois  60606

                                        Telecopy No.:  (312) 641-0527

                                        Telephone No.:  (312) 220-7310

                                        Attention:  David Payne

          

























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -148-

          Commitment                    MORGAN GUARANTY TRUST COMPANY 
          $16,000,000                     OF NEW YORK



                                        By _____________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Morgan Guaranty Trust Company
                                          of New York
                                        60 Wall Street
                                        New York, New York 10260-0060

                                        Address for Notices:

                                        Morgan Guaranty Trust Company
                                          of New York
                                        c/o J.P. Morgan Services
                                        500 Stanton Christiana Road
                                        P.O. Box 6070
                                        Newark, Delaware 19713-2107

                                        Telecopy No.:  (302) 634-1094 

                                        Telephone No.: (302) 634-1800

                                        Attention:  MOF Desk

























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -149-

          Commitment                    NATIONSBANK, N.A. (CAROLINAS)
          $16,000,000


                                        By ________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        NationsBank, N.A. (Carolinas)
                                        233 South Wacker Drive
                                        Suite 2800
                                        Chicago, Illinois  60606

                                        Address for Notices:

                                        NationsBank, N.A. (Carolinas) 
                                        233 South Wacker Drive
                                        Suite 2800
                                        Chicago, Illinois  60606

                                        Telecopy No.:  (312) 234-5601

                                        Telephone No.: (312) 234-5643

                                        Attention:  Carter E. Smith 




























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -150-

          Commitment                    NBD BANK
          $16,000,000


                                        By ____________________________
                                           Name: 
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        NBD Bank
                                        611 Woodward Avenue
                                        Detroit, Michigan  48226

                                        Address for Notices:

                                        NBD Bank
                                        611 Woodward Avenue
                                        Detroit, Michigan  48226

                                        Telecopy No.:  (313) 225-1671

                                        Telephone No.:  (313) 225-2762

                                        Attention:  Timothy M. Monahan






























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -151-

          Commitment                    THE NORTHERN TRUST COMPANY
          $16,000,000


                                        By ________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        The Northern Trust Company
                                        50 South LaSalle Street
                                        Chicago, Illinois  60675

                                        Address for Notices:

                                        The Northern Trust Company
                                        50 South LaSalle Street
                                        Chicago, Illinois  60675

                                        Telecopy No.:  (312) 444-3508

                                        Telephone No.:  (312) 444-3460

                                        Attention:  Terese M. Hayes






























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -152-

          Commitment                    PNC BANK, NATIONAL ASSOCIATION
          $16,000,000


                                        By ___________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        PNC Bank, N.A.
                                        One PNC Plaza
                                        Fifth Avenue and Wood Street
                                        Pittsburgh, Pennsylvania  15222

                                        Address for Notices:

                                        PNC Bank, N.A.
                                        500 West Madison Street
                                        Suite 3140
                                        Chicago, Illinois  60661

                                        Telecopy No.:  (312) 906-3420

                                        Telephone No.:  (312) 906-3440

                                        Attention:  Richard T. Jander




























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -153-

          Commitment                    SANWA BANK
          $16,000,000


                                        By __________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Sanwa Bank   
                                        10 South Wacker Drive
                                        Chicago, Illinois  60606

                                        Address for Notices:

                                        Sanwa Bank   
                                        10 South Wacker Drive
                                        Chicago, Illinois  60606

                                        Telecopy No.:  (312) 346-6677

                                        Telephone No.:  (312) 368-3011

                                        Attention:  Richard Ault






























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -154-


          Commitment                    SOCIETE GENERALE
          $16,000,000


                                        By __________________________
                                           Name:
                                           Title:



                                        By __________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Societe Generale
                                        181 West Madison Street
                                        Suite 3400
                                        Chicago, Illinois  60602

                                        Address for Notices:

                                        Societe Generale
                                        181 West Madison Street
                                        Suite 3400
                                        Chicago, Illinois  60602

                                        Telecopy No.:  (312) 578-5099

                                        Telephone No.:  (312) 578-5112

                                        Attention:  Donna Benson
          

                                                        EXHIBIT 10.2










                -----------------------------------------
                                                                   



                                 NEWELL CO.




                -----------------------------------------




                         FIVE-YEAR CREDIT AGREEMENT


                          Dated as of June 12, 1995




                -----------------------------------------



                                $550,000,000


                -----------------------------------------



                          THE CHASE MANHATTAN BANK
                           (NATIONAL ASSOCIATION),
                                  as Agent


                -----------------------------------------


                              CREDIT AGREEMENT
                              ----------------

<PAGE>



                              TABLE OF CONTENTS

   This Table of Contents is not part of the Agreement to which it is
   attached but is inserted for convenience of reference only.
                                                                     Page

   SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS  . . . . . . . .    159
        1.01  Certain Defined Terms  . . . . . . . . . . . . . . .    159
        1.02  Accounting Terms and Determinations  . . . . . . . .    173
        1.03  Types of Loans . . . . . . . . . . . . . . . . . . . .  174

   SECTION 2.  COMMITMENTS . . . . . . . . . . . . . . . . . . . . .  174
        2.01  Syndicated Loans . . . . . . . . . . . . . . . . . . .  174
        2.02  Borrowings of Syndicated Loans . . . . . . . . . . . .  175
        2.03  Money Market Loans . . . . . . . . . . . . . . . . . .  176
        2.04  Borrowings by Approved Borrowers; Designation of
             Certain Approved Borrowers  . . . . . . . . . . . . . .  180
        2.05  Changes of Commitments . . . . . . . . . . . . . . . .  181
        2.06  Fees . . . . . . . . . . . . . . . . . . . . . . . . .  181
        2.07  Lending Offices  . . . . . . . . . . . . . . . . . . .  182
        2.08  Several Obligations; Remedies Independent  . . . . . .  182
        2.09  Notes  . . . . . . . . . . . . . . . . . . . . . . . .  182
        2.10  Prepayments  . . . . . . . . . . . . . . . . . . . . .  183

   SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST  . . . . . . . . .  183
        3.01  Repayment of Loans . . . . . . . . . . . . . . . . . .  183
        3.02  Interest . . . . . . . . . . . . . . . . . . . . . . .  183

   SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.  . .  184
        4.01  Payments . . . . . . . . . . . . . . . . . . . . . . .  184
        4.02  Pro Rata Treatment . . . . . . . . . . . . . . . . . .  185
        4.03  Computations . . . . . . . . . . . . . . . . . . . . .  186
        4.04  Non-Receipt of Funds by the Agent  . . . . . . . . . .  186
        4.05  Set-off; Sharing of Payments . . . . . . . . . . . . .  186

   SECTION 5.  YIELD PROTECTION AND ILLEGALITY.  . . . . . . . . . .  187
        5.01  Additional Costs . . . . . . . . . . . . . . . . . . .  187
        5.02  Limitation on Types
 of Loans . . . . . . . . . . . . .  189
        5.03  Illegality . . . . . . . . . . . . . . . . . . . . . .  190
        5.04  Base Rate Loans Pursuant to Sections 5.01 and 5.03 . .  190
        5.05  Compensation . . . . . . . . . . . . . . . . . . . . .  190
        5.06  Taxes  . . . . . . . . . . . . . . . . . . . . . . . .  191

   SECTION 6.  CONDITIONS PRECEDENT  . . . . . . . . . . . . . . . .  192
        6.01  Initial Credit Extension . . . . . . . . . . . . . . .  192
        6.02  Initial Credit Extension to any Approved Borrower  . .  193
        6.03  Initial and Subsequent Credit Extensions . . . . . . .  194

   SECTION 7.  REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . .  194
        7.01  Corporate Existence  . . . . . . . . . . . . . . . . .  194
        7.02  Financial Condition  . . . . . . . . . . . . . . . . .  195
        7.03  Litigation . . . . . . . . . . . . . . . . . . . . . .  195
        7.04  No Breach  . . . . . . . . . . . . . . . . . . . . . .  195
        7.05  Corporate Action . . . . . . . . . . . . . . . . . . .  196
        7.06  Approvals  . . . . . . . . . . . . . . . . . . . . . .  196
        7.07  Use of Credit  . . . . . . . . . . . . . . . . . . . .  196
        7.08  ERISA  . . . . . . . . . . . . . . . . . . . . . . . .  196

                              CREDIT AGREEMENT
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<PAGE>     -157-

        7.09  Credit Agreements  . . . . . . . . . . . . . . . . . .  196
        7.10  Hazardous Materials  . . . . . . . . . . . . . . . . .  197
        7.11  Taxes  . . . . . . . . . . . . . . . . . . . . . . . .  197
        7.12  True and Complete Disclosure.  . . . . . . . . . . . .  197
        7.13  Subsidiaries.  . . . . . . . . . . . . . . . . . . . .  198
        7.14  Compliance with Law  . . . . . . . . . . . . . . . . .  198
        7.15  Corporate Existence  . . . . . . . . . . . . . . . . .  198
        7.16  No Breach  . . . . . . . . . . . . . . . . . . . . . .  198
        7.17  Corporate Action . . . . . . . . . . . . . . . . . . .  199
        7.18  Approvals  . . . . . . . . . . . . . . . . . . . . . .  199
        7.19  Taxes on Payments of Approved Borrowers  . . . . . . .  199
        7.20  Choice of Law  . . . . . . . . . . . . . . . . . . . .  200
        7.21  Process Agent; Etc.  . . . . . . . . . . . . . . . . .  200
        7.22  Qualification to Do Business . . . . . . . . . . . . .  200
        7.23  Doing Business, Etc. . . . . . . . . . . . . . . . . .  200
        7.24  Immunity . . . . . . . . . . . . . . . . . . . . . . .  200
        7.25  Stamp Taxes  . . . . . . . . . . . . . . . . . . . . .  200
        7.26  Legal Form . . . . . . . . . . . . . . . . . . . . . .  201
        7.27  No Insolvency  . . . . . . . . . . . . . . . . . . . .  201

   SECTION 8.  COVENANTS OF THE COMPANY  . . . . . . . . . . . . . .  201
        8.01  Financial Statements . . . . . . . . . . . . . . . . .  201
        8.02  Litigation . . . . . . . . . . . . . . . . . . . . . .  203
        8.03  Corporate Existence, Etc.  . . . . . . . . . . . . . .  203
        8.04  Insurance  . . . . . . . . . . . . . . . . . . . . . .  204
        8.05  Use of Proceeds  . . . . . . . . . . . . . . . . . . .  204
        8.06  Indebtedness . . . . . . . . . . . . . . . . . . . . .  204
        8.07  Fundamental Changes. . . . . . . . . . . . . . . . . .  204
        8.08  Liens  . . . . . . . . . . . . . . . . . . . . . . . .  206
        8.09  Lines of Businesses  . . . . . . . . . . . . . . . . .  207
        8.10  Interest Coverage Ratio  . . . . . . . . . . . . . . .  207
        8.11  Total Indebtedness to Total Capital  . . . . . . . . .  207

   SECTION 9.  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . .  207

   SECTION 10.  THE AGENT  . . . . . . . . . . . . . . . . . . . . .  210
        10.01  Appointment, Powers and Immunities  . . . . . . . . .  210
        10.02  Reliance by Agent . . . . . . . . . . . . . . . . . .  211
        10.03  Defaults  . . . . . . . . . . . . . . . . . . . . . .  211
        10.04  Rights as a Bank  . . . . . . . . . . . . . . . . . .  211
        10.05  Indemnification . . . . . . . . . . . . . . . . . . .  211
        10.06  Non-Reliance on Agent and Other Banks . . . . . . . .  212
        10.07  Failure to Act  . . . . . . . . . . . . . . . . . . .  212
        10.08  Resignation or Removal of Agent . . . . . . . . . . .  212


   SECTION 11.  GUARANTEE  . . . . . . . . . . . . . . . . . . . . .  213
        11.01  Guarantee . . . . . . . . . . . . . . . . . . . . . .  213
        11.02  Obligations Unconditional . . . . . . . . . . . . . .  213
        11.03  Reinstatement . . . . . . . . . . . . . . . . . . . .  213
        11.04  Subrogation . . . . . . . . . . . . . . . . . . . . .  214
        11.05  Remedies  . . . . . . . . . . . . . . . . . . . . . .  214
        11.06  Continuing Guarantee  . . . . . . . . . . . . . . . .  214

   SECTION 12.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . .  214

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<PAGE>     -158-

        12.01  Waiver  . . . . . . . . . . . . . . . . . . . . . . .  214
        12.02  Notices . . . . . . . . . . . . . . . . . . . . . . .  214
        12.03  Expenses, Etc.  . . . . . . . . . . . . . . . . . . .  215
        12.04  Amendments, Etc.  . . . . . . . . . . . . . . . . . .  215
        12.05  Assignments and Participations  . . . . . . . . . . .  216
        12.06  Survival  . . . . . . . . . . . . . . . . . . . . . .  217
        12.07  Captions  . . . . . . . . . . . . . . . . . . . . . .  218
        12.08  Counterparts  . . . . . . . . . . . . . . . . . . . .  218
        12.09  Governing Law; Jurisdiction; Service of Process;
             Waiver of Jury Trial; Etc.  . . . . . . . . . . . . . .  218
        12.10  Successors and Assigns  . . . . . . . . . . . . . . .  219
        12.11  Judgment Currency.  . . . . . . . . . . . . . . . . .  219
        12.12  Cancellation of Existing Credit Agreements  . . . . .  219

   Schedule I   - List of Indebtedness
   Schedule II  - List of Certain Liens
   Schedule III - Subsidiaries

   EXHIBIT A-1  - Form of Syndicated Note
   EXHIBIT A-2  - Form of Money Market Note
   EXHIBIT B-1  - Form of Opinion of Special Illinois Counsel
   EXHIBIT B-2  - Form of Opinion of Dale L. Matschullat, Esq.,
                    general counsel to the Company and its
                    Subsidiaries
   EXHIBIT C    - Form of Opinion of Special New York Counsel to the
                    Banks and the Agent 
   EXHIBIT D    - [Intentionally Omitted]
   EXHIBIT E    - Form of Money Market Quote Request
   EXHIBIT F    - Form of Money Market Quote
   EXHIBIT G-1  - Form of Designation Letter
   EXHIBIT G-2  - Form of Termination Letter

























                              CREDIT AGREEMENT
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<PAGE>     -159-




             FIVE-YEAR CREDIT AGREEMENT dated as of June 12, 1995 among: 
   NEWELL CO., a corporation duly organized and validly existing under
   the laws of the State of Delaware (together with its successors, the
   "Company"); each of the banks which is a signatory hereto (together
   with its successors and permitted assigns, individually, a "Bank" and,
   collectively, the "Banks"); and THE CHASE MANHATTAN BANK (NATIONAL
   ASSOCIATION), as agent for the Banks (in such capacity, together with
   its successors in such capacity, the "Agent").

             The Company has requested that the Banks make loans to the
   Company and certain designated Subsidiaries of the Company in United
   States Dollars and in other currencies in an aggregate principal
   amount not exceeding $550,000,000 at any one time outstanding, and the
   Banks are prepared to make such loans upon the terms hereof. 
   Accordingly, the parties hereto agree as follows:

             SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS.

             1.01  Certain Defined Terms.  As used herein, the following
   terms shall have the following meanings (all terms defined in this
   Section 1 or in other provisions of this Agreement in the singular to
   have the same meanings when used in the plural and vice versa):

             "Adjusted Operating Income" shall mean, for any period, for
   the Company and its Subsidiaries (determined on a consolidated basis
   without duplication in accordance with GAAP) the sum of (i) operating
   income for such period plus (ii) net income (or minus in the case of
   any net loss) from discontinued operations for such period plus (iii)
   interest and dividends received in cash during such period; provided
   that there shall be excluded from Adjusted Operating Income any income
   of any Person that accrued prior to the date it becomes a Subsidiary
   of the Company or is merged into or consolidated with the Company or
   any Subsidiary of the Company.

             "Agent's Account" shall mean (a) in respect of (i) Dollars,
   account number NYAO-DI-900-9-000002 maintained by the Agent with Chase
   at the Principal Office, (ii) Belgian Francs, account
   number 550877160077 maintained by Chase with Banque Paribas Belgique
   S.A. at World Trade Center Blvd., Emile Jacomain 162 BTE 2, 1210
   Brussels, Belgium, (iii) Canadian Dollars, account number 1035908
   maintained by Chase with Bank of Montreal at 34 Beaupre Place
   Boneventure, Montreal, Quebec, Canada, (iv) French Francs, account
   number 001014421280 maintained by Chase with Societe Generale at 29
   Boulevard Haussmann, 75009 Paris, France, (v) Deutschemarks, account
   number 400887330900 maintained by Chase with Commerzbank, A.G., Neue
   Mainzer Strasse 32-36, 60311 Frankfurt am Main 1, Germany, (vi)
   Italian Lira, account number 15392/018 maintained by Chase with Cassa
   di Risparmio Provincie Lombarde S.p.A. at Via Monte di Pieta, 8-1
   20121 Milan, Italy, (vii) Japanese Yen, account number 653-0418102
   maintained by Chase with The Bank of Tokyo at Nihombashi, 6-3
   Nihombashi Hongokucho, 1-chome, Chuo-ku, Tokyo 103-91, Japan and
   (viii) Pounds Sterling, account number 440/00/04403657 maintained by

                              CREDIT AGREEMENT
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<PAGE>     -160-

   Chase with National Westminster Bank PLC at National Westminster
   Tower, 25 Old Broad Street, London EC2, England or (b) any other
   account in respect of any Alternative Currency as the Agent shall
   designate in a notice to the Company and the Banks.

             "Agreed Alternative Currency" shall mean at any time any of
   Belgian Francs, Canadian Dollars, French Francs, Deutschemarks,
   Italian Lira, Japanese Yen and Pounds Sterling, so long as at such
   time, (i) such Currency is dealt with in the London interbank deposit
   market, (ii) such Currency is freely transferable and convertible into
   Dollars in the London foreign exchange market and (iii) no central
   bank or other governmental authorization in the country of issue of
   such Currency is required to permit use of such Currency by any Bank
   for making any Loan hereunder and/or to permit the relevant Borrower
   to borrow and repay the principal thereof and to pay the interest
   thereon, unless such authorization has been obtained.

             "Alternative Currency" shall mean at any time any Agreed
   Alternative Currency and any other currency (other than Dollars) so
   long as at such time, (i) such Currency is dealt with in the London
   interbank deposit market, (ii) such Currency is freely transferable
   and convertible into Dollars in the London foreign exchange market and
   (iii) no central bank or other governmental authorization in the
   country of issue of such Currency is required to permit use of such
   Currency by any Bank for making any Loan hereunder and/or to permit
   the relevant Borrower to borrow and repay the principal thereof and to
   pay the interest thereon, unless such authorization has been obtained.

             "Applicable Lending Office" shall mean (i) for each Bank and
   for each Type and Currency of Loan to any U.S. Borrower, the lending
   office of such Bank (or of an affiliate of such Bank) designated for
   such Type and Currency of Loan on the signature pages hereof or such
   other office of such Bank (or of an affiliate of such Bank) as such
   Bank may from time to time specify to the Agent and the Company and
   (ii) for each Bank and for each Type and Currency of Loan to any
   Foreign Borrower, the lending office of such Bank (or of an affiliate
   of such Bank) as such Bank shall specify to the Agent and the Company.



















                              CREDIT AGREEMENT
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<PAGE>     -161-


             "Applicable Margin" shall mean:

             (a)  with respect to Base Rate Loans, 0%; and

             (b)  with respect to Eurodollar Loans, 0.30%;

   provided that if the financial statements most recently delivered to
   the Agent under Section 8.01(a) hereof (or until the first financials
   are delivered under Section 8.01(a) hereof, the quarterly financials
   as at March 31, 1995 referred to in Section 7.02(b) hereof) shall
   demonstrate that the Interest Coverage Ratio for the fiscal quarter of
   the Company to which such financial statements relate shall fall
   within any of the ranges set forth below, then the term "Applicable
   Margin" shall, with respect to each Eurodollar Loan, be decreased to
   the rate set forth below opposite such range during the fiscal quarter
   commencing immediately following the day on which such financial
   statements were delivered to the Agent under Section 8.01(a) hereof:

                Interest                   Applicable
             Coverage Ratio                  Margin  
             --------------                ----------

             5.5 to 1 or                   0.17%
             greater

             less than 5.5 to 1            0.25%
             but 3.5 to 1 or 
             greater

   provided that, the Applicable Margin with respect to Eurodollar Loans
   for the period from the date hereof to and including June 30, 1995
   shall be 0.17%; and provided further that, for any day on which the
   Applicable Margin under the foregoing provisions would be 0.25% or
   0.30% (but not 0.17%) and more than 50% of the aggregate amount of the
   Commitments is utilized (for which purpose, Money Market Loans shall
   not constitute utilization), the Applicable Margin with respect to
   each Eurodollar Loan shall be increased by 0.0625% over what it
   otherwise would have been under the foregoing provisions of this
   definition.

             "Approved Borrower" shall mean any Wholly Owned Subsidiary
   of the Company as to which a Designation Letter has been delivered to
   the Agent and as to which a Termination Letter shall not have been
   delivered to the Agent, which Subsidiary has been approved as a
   borrower hereunder by all of the Banks, all in accordance with Section
   2.04 hereof.

             "ASC Receivables Sale Agreement" shall mean the receivables
   sale agreement dated December 3, 1991 among the Company as seller and
   collection agent, Asset Securitization Cooperative Corporation as
   purchaser and Canadian Imperial Bank of Commerce as administrative
   agent, as amended, supplemented and otherwise modified and in effect
   from time to time.


                              CREDIT AGREEMENT
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<PAGE>     -162-

             "Base Rate" shall mean, with respect to any Base Rate Loan,
   for any day, the higher of (a) the Federal Funds Rate for such day
   plus 1/2 of 1% and (b) the Prime Rate for such day.

             "Base Rate Loans" shall mean Loans which bear interest based
   upon the Base Rate.

             "Basel Accord" shall mean the proposals for risk-based
   capital framework described by the Basel Committee on Banking
   Regulations and Supervisory Practices in its paper entitled
   "International Convergence of Capital Measurement and Capital
   Standards" dated July 1988, as amended, supplemented and otherwise
   modified and in effect from time to time, or any replacement thereof.

             "Basic Documents" shall mean this Agreement, the Notes, each
   Designation Letter and each Termination Letter.

             "Belgian Francs" shall mean lawful money of the Kingdom of
   Belgium.

             "Borrowers" shall mean the Company and each Approved
   Borrower.

             "Business Day" shall mean any day (a) on which commercial
   banks are not authorized or required to close in New York City and (b)
   where such term is used in the definition of "Quarterly Dates" in this
   Section 1.01 and if such day relates to the giving of notices or
   quotes in connection with a LIBOR Auction or to a borrowing of, a
   payment or prepayment of principal of or interest on, or an Interest
   Period for, a LIBOR Loan or a LIBOR Market Loan or a notice by the
   Company with respect to any such borrowing, payment, prepayment or
   Interest Period, also on which dealings in deposits are carried out in
   the London interbank market and (c) if such day relates to a borrowing
   of, a payment or prepayment of principal of or interest on, or an
   Interest Period for, any Loan denominated in an Alternative Currency,
   or a notice by the Company with respect to any such borrowing,
   payment, prepayment or Interest Period, also on which foreign exchange
   trading is carried out in the London interbank market and on which
   banks are open in the place of payment in the country in whose
   Currency such Loan is denominated.

             "Canadian Dollars" shall mean lawful money of Her Majesty in
   right of Canada.  

             "Capital Assets" shall mean all property, plant or equipment
   which has been reflected in property, plant or equipment in any
   consolidated balance sheet of the Company and its Subsidiaries
   prepared in accordance with GAAP.

             "Capital Lease Obligations" shall mean, as to any Person,
   the obligations of such Person to pay rent or other amounts under a
   lease of (or other agreement conveying the right to use) real and/or
   personal property which obligations are required to be classified and
   accounted for as a capital lease on a balance sheet of such Person
   under GAAP (including Statement of Financial Accounting Standards No.

                              CREDIT AGREEMENT
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<PAGE>     -163-

   13 of the Financial Accounting Standards Board) and, for purposes of
   this Agreement, the amount of such obligations shall be the
   capitalized amount thereof, determined in accordance with GAAP
   (including such Statement No. 13).

             "Chase" shall mean The Chase Manhattan Bank (National
   Association).

             "Code" shall mean the Internal Revenue Code of 1986, as
   amended.

             "Commitment" shall mean, as to each Bank, the obligation of
   such Bank to make Syndicated Loans in an aggregate amount at any one
   time outstanding equal to the amount set opposite such Bank's name on
   the signature pages hereof under the caption "Commitment" (as the same
   may be reduced pursuant to Section 2.05 hereof).  The original
   aggregate principal amount of the Commitments is $550,000,000.

             "Commitment Termination Date" shall mean the date five years
   after the date hereof; provided that, if such date is not a Business
   Day, the Commitment Termination Date shall be the next preceding
   Business Day.

             "Currency" shall mean Dollars or any Alternative Currency.

             "Default" shall mean an Event of Default or an event which
   with notice or lapse of time or both would become an Event of Default.

             "Designation Letter" shall have the meaning assigned to such
   term in Section 2.04(a) hereof.  

             "Determination Date" shall mean, for any Disposition, the
   last day of the fiscal quarter ending on or immediately preceding the
   date of such Disposition.

             "Deutschemarks" shall mean lawful money of the Federal
   Republic of Germany.

             "Disposition" shall have the meaning assigned to that term
   in Section 8.07 hereof.

             "Disposition Period" shall mean, for any Disposition, a
   period of twelve months ending on the date of such Disposition.

             "Dollar Equivalent" shall mean, with respect to any Loan
   denominated in an Alternative Currency, the amount of Dollars that
   would be required to purchase the amount of the Alternative Currency
   of such Loan on the date such Loan is requested (or, in the case of
   Money Market Loans, the date of the related Money Market Quote
   Request), based upon the arithmetic mean (rounded upwards, if
   necessary, to the nearest 1/100 of 1%), as determined by the Agent, of
   the spot selling rate at which the Reference Banks offer to sell such
   Alternative Currency for Dollars in the London foreign exchange market
   at approximately 11:00 a.m. London time for delivery two Business Days
   later. 

                              CREDIT AGREEMENT
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<PAGE>     -164-

             "Dollars" and "$" shall mean lawful money of the United
   States of America.

             "Drawers" shall have the meaning assigned to that term in
   the definition herein of the term "Existing Credit Agreements".

             "Environmental Affiliate" shall mean, as to any Person, any
   other Person whose liability (contingent or otherwise) for any
   Environmental Claim such Person may have retained, assumed or
   otherwise become liable (contingently or otherwise), whether by
   contract, operation of law or otherwise; provided that each Subsidiary
   of such Person, and each former Subsidiary or division of such Person
   transferred to another Person, shall in any event be an "Environmental
   Affiliate" of such Person.

             "Environmental Claim" shall mean, with respect to any
   Person, any notice, claim, demand or other communication (whether
   written or oral) by any other Person alleging or asserting liability
   of such Person for investigatory costs, cleanup costs, governmental
   response costs, damages to natural resources or other Property,
   personal injuries, fines or penalties arising out of, based on or
   resulting from (a) the presence, or release into the environment, of
   any hazardous material at any location, whether or not owned by such
   Person, or (b) circumstances forming the basis of any violation, or
   alleged violation, of any Environmental Law.

             "Environmental Laws" shall mean any and all federal, state,
   local and foreign statutes, laws, regulations, ordinances, rules,
   judgments, orders, decrees, permits, concessions, grants, franchises,
   licenses, agreements or other governmental restrictions relating to
   the environment or to emissions, discharges, releases or threatened
   releases of pollutants, contaminants, chemicals or industrial, toxic
   or hazardous substances or wastes into the environment, including,
   without limitation, ambient air, surface water, ground water or land,
   or otherwise relating to the manufacture, processing, distribution,
   use, treatment, storage, disposal, transport or handling of
   pollutants, contaminants, chemicals or industrial, toxic or hazardous
   substances or wastes.

             "ERISA" shall mean the Employee Retirement Income Security
   Act of 1974, as amended from time to time.

             "ERISA Affiliate" shall mean any corporation or trade or
   business which is a member of the same controlled group of
   corporations (within the meaning of Section 414(b) of the Code) as the
   Company or is under common control (within the meaning of
   Section 414(c) of the Code) with the Company.

             "Event of Default" shall have the meaning assigned to that
   term in Section 9 hereof.

             "Existing Credit Agreements" shall mean (a) the Amended and
   Restated Credit Agreement dated as of August 13, 1993, amended and
   restated as of November 19, 1993, among the Company, Anchor Hocking
   Corporation, a Delaware corporation, Newell Operating Company, a

                              CREDIT AGREEMENT
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<PAGE>     -165-

   Delaware corporation (the "Drawers"), each of the banks party thereto
   and Chase, as agent for the banks thereunder, providing that said
   banks extend credit to the Company and the Drawers in an aggregate
   principal or face amount not exceeding $300,000,000 at any one time
   outstanding, (b) the 364-Day Credit Agreement dated as of November 19,
   1993 among the Company, the Drawers, each of the banks party thereto
   and Chase, as agent for the banks thereunder, providing that said
   banks extend credit to the Company and the Drawers in an aggregate
   principal or face amount not exceeding $100,000,000 at any one time
   outstanding and (c) the 364-Day Credit Agreement dated as of August
   11, 1994 among the Company, the Drawers, each of the banks party
   thereto and Chase, as agent for the banks thereunder, providing that
   said banks extend credit to the Company and the Drawers in an
   aggregate principal or face amount not exceeding $100,000,000 at any
   one time outstanding, each as amended, supplemented and otherwise
   modified and in effect from time to time.

             "Federal Funds Rate" shall mean, for any day, the rate per
   annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
   equal to the weighted average of the rates on overnight Federal funds
   transactions with members of the Federal Reserve System arranged by
   federal funds brokers on such day as published by the Federal Reserve
   Bank of New York on the Business Day next succeeding such day,
   provided that (i) if the day for which such rate is to be determined
   is not a Business Day, the Federal Funds Rate for such day shall be
   such rate on such transactions on the next preceding Business Day as
   so published on the next succeeding Business Day, and (ii) if such
   rate is not so published for any day, the Federal Funds Rate for such
   day shall be the average rate charged to Chase on such day on such
   transactions as determined by the Agent.

             "Final Risk-Based Capital Guidelines" shall mean (i) the
   Final Risk-Based Capital Guidelines of the Board of Governors of the
   Federal Reserve System (12 C.F.R. Part 208, Appendix A; 12 C.F.R.
   Part 225, Appendix A) and (ii) the Final Risk-Based Capital Guidelines
   of the Office of the Comptroller of the Currency, and any successor or
   supplemental regulations (12 C.F.R. Part 3, Appendix A), and any
   successor regulations, in each case, as amended, supplemented and
   otherwise modified and in effect from time to time.

             "Foreign Borrower" shall mean any Approved Borrower that is
   not a U.S. Borrower.

             "Foreign Currency Equivalent" shall mean, with respect to
   any amount in Dollars, the amount of any Alternative Currency that
   could be purchased with such amount of Dollars using the foreign
   exchange rate(s) specified in the definition of the term "Dollar
   Equivalent", as determined by the Agent.  

             "French Francs" shall mean lawful money of the Republic of
   France.

             "GAAP" shall mean generally accepted accounting principles
   applied on a basis consistent with those which, in accordance with the
   last sentence of Section 1.02(a) hereof, are to be used in making the

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<PAGE>     -166-

   calculations for purposes of determining compliance with the
   provisions of this Agreement.

             "Guarantee" of any Person shall mean any guarantee,
   endorsement, contingent agreement to purchase or to furnish funds for
   the payment or maintenance of, or any other contingent liability on or
   with respect to, the Indebtedness, other obligations, net worth,
   working capital or earnings of any other Person (including, without
   limitation, the liability of such Person in respect of the
   Indebtedness of any partnership of which such Person is a general
   partner), or the guarantee by such Person of the payment of dividends
   or other distributions upon the stock of any other Person, or the
   agreement by such Person to purchase, sell or lease (as lessee or
   lessor) property, products, materials, supplies or services primarily
   for the purpose of enabling any other Person to make payment of its
   obligations or to assure a creditor against loss, and the verb
   "Guarantee" shall have a correlative meaning, provided that the term
   "Guarantee" shall not include endorsements for collection or deposits
   in the ordinary course of business.

             "Indebtedness" shall mean, as to any Person at any date
   (without duplication):  (i) indebtedness created, issued, incurred or
   assumed by such Person for borrowed money or evidenced by bonds,
   debentures, notes or similar instruments; (ii) all obligations of such
   Person to pay the deferred purchase price of property or services,
   excluding, however, trade accounts payable (other than for borrowed
   money) arising in, and accrued expenses incurred in, the ordinary
   course of business of such Person so long as such trade accounts
   payable are paid within 120 days of the date the respective goods are
   delivered or the services are rendered; (iii) all Indebtedness of
   others secured by a Lien on any asset of such Person, whether or not
   such Indebtedness is assumed by such Person; (iv) all Indebtedness of
   others Guaranteed by such Person; (v) all Capital Lease Obligations;
   (vi) the Investment Amount (if any); (vii) reimbursement obligations
   of such Person (whether contingent or otherwise) in respect of bankers
   acceptances, surety or other bonds and similar instruments (other than
   commercial, standby or performance letters of credit); and
   (viii) unpaid reimbursement obligations of such Person (other than
   contingent obligations) in respect of commercial, standby or
   performance letters of credit.

             "Indenture" shall mean the Indenture dated as of April 15,
   1992 between the Company and Chase, as trustee, as amended and in
   effect from time to time.

             "Interest Coverage Ratio" shall mean, for any period, the
   ratio of (i) the Adjusted Operating Income for such period to
   (ii) Interest Expense for such period.

             "Interest Expense" shall mean, for any period, the sum, for
   the Company and its Subsidiaries (determined on a consolidated basis
   without duplication in accordance with GAAP), of (a) all interest paid
   during such period in cash, or accrued during such period as an
   expense, in respect of Indebtedness (including, without limitation,
   imputed interest on Capital Lease Obligations and amortization of

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   original issue discount) plus (b) all fees or commissions and net
   losses payable during such period in respect of any bankers
   acceptances, surety bonds, letters of credit or similar instruments
   plus (c) the aggregate amount of fees and expenses paid by the Company
   during such period pursuant to Article V of the ASC Receivables Sale
   Agreement (other than legal fees and expenses paid pursuant to Section
   5.2 thereof and the amount of any Collection Agent Fee (as such term
   is defined therein) retained by the Company in its capacity as
   Collection Agent (as such term is defined therein) pursuant to Section
   5.1.4 thereof) plus (d) comparable fees and expenses paid by the
   Company during such period under any other Receivables Sales
   Agreement.

             "Interest Period" shall mean:

        (a)  with respect to any LIBOR Loan, each period commencing on
   the date such LIBOR Loan is made and ending on the numerically
   corresponding day in the first, second, third or sixth calendar month
   thereafter, as the Company (on its own behalf and on behalf of any
   other Borrower) may select as provided in Section 2.02 hereof, except
   that each Interest Period that commences on the last Business Day of a
   calendar month (or on any day for which there is no numerically
   corresponding day in the appropriate subsequent calendar month) shall
   end on the last Business Day of the appropriate subsequent calendar
   month.

        (b)  With respect to any Base Rate Loan, the period commencing on
   the date such Base Rate Loan is made and ending on the date 30 days
   thereafter.

        (c)  With respect to any Set Rate Loan, the period commencing on
   the date such Set Rate Loan is made and ending on any Business Day up
   to 180 days thereafter, as the Company may select as provided in
   Section 2.03(b) hereof.

        (d)  With respect to any LIBOR Market Loan, the period commencing
   on the date such LIBOR Market Loan is made and ending on the
   numerically corresponding day in the first, second, third or sixth
   calendar month thereafter, as the Company may select as provided in
   Section 2.03(b) hereof, except that each Interest Period which
   commences on the last Business Day of a calendar month (or any day for
   which there is no numerically corresponding day in the appropriate
   subsequent calendar month) shall end on the last Business Day of the
   appropriate subsequent calendar month.

   Notwithstanding the foregoing:  (i) if any Interest Period would
   otherwise commence before and end after the Commitment Termination
   Date, such Interest Period shall not be available hereunder; (ii) each
   Interest Period which would otherwise end on a day which is not a
   Business Day shall end on the next succeeding Business Day (or, in the
   case of an Interest Period for any LIBO Rate Loans, if such next
   succeeding Business Day falls in the next succeeding calendar month,
   on the next preceding Business Day); and (iii) notwithstanding
   clause (i) above, no Interest Period for any LIBO Rate Loans shall
   have a duration of less than one month and, if the Interest Period for

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<PAGE>     -168-

   any such Loans would otherwise be a shorter period, such Loans shall
   not be available hereunder.

             "Investment Amount" shall mean the amount described in (i)
   clause (1) of the definition of "Investment" in the ASC Receivables
   Sale Agreement or (ii) any comparable provision in any other
   Receivables Sales Agreement.

             "Italian Lira" shall mean lawful money of the Republic of
   Italy.  

             "Japanese Yen" shall mean lawful money of Japan.  

             "Jurisdiction" shall mean, with respect to any Borrower, the
   country or countries (including any political subdivision or taxing
   authority thereof or therein) under whose laws such Borrower is
   organized or where such Borrower is domiciled, resident or licensed or
   otherwise qualified to do business or where any significant part of
   the Property of such Borrower is located.  

             "LIBO Base Rate" shall mean, with respect to any LIBO Rate
   Loan in any Currency:  

             (a)  the rate per annum (rounded upwards, if necessary, to
        the nearest 1/16 of 1%) appearing on the Screen for such Currency
        as the London Interbank Offered Rate for deposits in such
        Currency at approximately 11:00 a.m. London time (or as soon
        thereafter as practicable) two Business Days prior to the
        first day of the Interest Period for such Loan; or

             (b)  if such rate does not appear on the Screen (or, if the
        Screen shall cease to be publicly available or if the information
        contained on the Screen, in the Agent's reasonable judgment,
        shall cease accurately to reflect such London Interbank Offered
        Rate, as reported by any publicly available source of similar
        market data selected by the Agent that, in the Agent's reasonable
        judgment, accurately reflects such London Interbank Offered
        Rate), the LIBO Base Rate shall mean, with respect to any LIBO
        Rate Loan for any Interest Period, the arithmetic mean, as
        determined by the Agent, of the rate per annum (rounded upwards,
        if necessary, to the nearest 1/16 of 1%) quoted by each Reference
        Bank at approximately 11:00 a.m. London time (or as soon
        thereafter as practicable) two Business Days prior to the first
        day of the Interest Period for such Loan for the offering by such
        Reference Bank to leading banks in the London interbank market of
        deposits in such Currency having a term comparable to such
        Interest Period and in an amount comparable to the principal
        amount of the LIBO Rate Loan to be made by such Reference Bank
        (or its Applicable Lending Office, as the case may be) for such
        Interest Period; provided that (i) if any Reference Bank is not
        participating in any LIBOR Loan, the LIBO Base Rate for such Loan
        shall be determined by reference to the amount of the Loan which
        such Reference Bank would have made had it been participating in
        such Loans, (ii) in determining the LIBO Base Rate with respect
        to any LIBOR Market Loan, each Reference Bank shall be deemed to

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<PAGE>     -169-

        have made a LIBOR Market Loan in an amount equal to $1,000,000,
        (iii) each Reference Bank agrees to use its best efforts to
        furnish timely information to the Agent for purposes of
        determining the LIBO Base Rate and (iv) if any Reference Bank
        does not furnish such timely information for determination of the
        LIBO Base Rate, the Agent shall determine such interest rate on
        the basis of timely information furnished by the remaining
        Reference Banks.

             "LIBO Rate" shall mean, for any LIBO Rate Loan, a rate per
   annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
   determined by the Agent to be equal to the LIBO Base Rate for the
   Interest Period for such Loan divided by 1 minus the Reserve
   Requirement for such Loan for such Interest Period.

             "LIBO Rate Loans" shall mean LIBOR Loans and LIBOR Market
   Loans.

             "LIBOR Auction" shall mean a solicitation of Money Market
   Quotes setting forth Money Market Margins based on the LIBO Rate
   pursuant to Section 2.03 hereof.

             "LIBOR Loans" shall mean Syndicated Loans interest rates on
   which are determined on the basis of LIBO Rates.

             "LIBOR Market Loans" shall mean Money Market Loans the
   interest rates on which are determined on the basis of LIBO Rates
   pursuant to a LIBOR Auction.

             "Lien" shall mean, with respect to any asset, any mortgage,
   lien, pledge, charge, security interest or encumbrance of any kind in
   respect of such asset.  For the purposes of this Agreement, the
   Company or any Subsidiary shall be deemed to own subject to a Lien any
   asset which it has acquired or holds subject to the interest of a
   vendor or lessor under any conditional sale agreement, capital lease
   or other title retention agreement relating to such asset.

             "Loans" shall mean Money Market Loans and Syndicated Loans.

             "Majority Banks" shall mean Banks having at least 66-2/3% of
   (i) the aggregate amount of the Commitments and (ii) if the
   Commitments shall have been terminated, the aggregate outstanding
   principal amount of all Loans.

             "Material Adverse Effect" shall mean a material adverse
   effect on (i) the consolidated financial condition, operations,
   business or prospects of the Company and its Subsidiaries (taken as a
   whole), (ii) the ability of the Company or any Approved Borrower that
   is a Significant Subsidiary to perform its obligations under any of
   the Basic Documents to which it is a party or (iii) the validity or
   enforceability of any of the Basic Documents.

             "Money Market Borrowing" shall have the meaning assigned to
   that term in Section 2.03(b) hereof.


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<PAGE>     -170-

             "Money Market Loan Limit" shall have the meaning assigned to
   that term in Section 2.03(c)(ii) hereof.

             "Money Market Loans" shall mean the loans provided for by
   Section 2.03 hereof.

             "Money Market Margin" shall have the meaning assigned to
   that term in Section 2.03(c)(ii)(C) hereof.

             "Money Market Quote" shall have the meaning assigned to that
   term in Section 2.03(c) hereof.

             "Money Market Quote Request" shall have the meaning assigned
   to that term in Section 2.03(b) hereof.

             "Money Market Rate" shall have the meaning assigned to that
   term in Section 2.03(c)(ii)(D) hereof.

             "Multiemployer Plan" shall mean a Plan defined as such in
   Section 3(37) of ERISA to which contributions are being made, or have
   been made since January 1, 1980 by the Company or any ERISA Affiliate
   and which is covered by Title IV of ERISA.

             "Net Worth" shall mean, at any time, the consolidated
   stockholders' equity of the Company and its Subsidiaries determined on
   a consolidated basis without duplication in accordance with GAAP.

             "Non-Strategic Property" shall mean Property acquired as
   part of the acquisition of a business made after the date hereof that
   is designated by resolution of the Board of Directors of the Company
   adopted no later than six months after such acquisition as non-
   strategic Property.

             "Notes" shall mean the promissory notes provided for by
   Section 2.09 hereof.

             "Obligor" shall mean the Company, in its capacity as a
   Borrower hereunder and in its capacity as a guarantor of Loans made to
   any Approved Borrower under Section 11 hereof, and each Approved
   Borrower.

             "Other Agreement" shall mean the 364-Day Credit Agreement
   dated as of even date herewith among the Company, the banks party
   thereto and Chase as agent for such banks, as the same may be modified
   and supplemented and in effect from time to time.

             "PBGC" shall mean the Pension Benefit Guaranty Corporation
   or any entity succeeding to any or all its functions under ERISA.

             "Person" shall mean an individual, a corporation, a company,
   a voluntary association, a partnership, a trust, an unincorporated
   organization or a government or any agency, instrumentality or
   political subdivision thereof.



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<PAGE>     -171-

             "Plan" shall mean an employee benefit or other plan
   established or maintained by the Company or any ERISA Affiliate and
   which is covered by Title IV of ERISA, other than a Multiemployer
   Plan.

             "Post-Default Rate" shall mean, in respect of any principal
   of any Loan or any other amount payable by any Borrower under this
   Agreement or any Note which is not paid when due (whether at stated
   maturity, by acceleration or otherwise), a rate per annum during the
   period commencing on the due date until such amount is paid in full
   equal to the sum of 2% plus the Base Rate as in effect from time to
   time plus the Applicable Margin for Base Rate Loans (provided that, if
   such amount in default is principal of a LIBO Rate Loan or a Set Rate
   Loan and the due date is a day other than the last day of the Interest
   Period therefor, the "Post-Default Rate" for such principal shall be,
   for the period commencing on the due date and ending on the last day
   of the Interest Period therefor, 2% above the interest rate for such
   Loan as provided in Section 3.02 hereof and, thereafter, the rate
   provided for above in this definition).

             "Pounds Sterling" shall mean lawful money of England.

             "Prime Rate" shall mean the rate of interest from time to
   time announced by Chase at the Principal Office as its prime
   commercial lending rate.

             "Principal Office" shall mean the principal office of Chase
   presently located at 1 Chase Manhattan Plaza, New York, New York
   10081.

             "Property" shall mean any right or interest in or to
   property of any kind whatsoever, whether real, personal or mixed and
   whether tangible or intangible (including, without limitation, shares
   of capital stock).

             "Quarterly Dates" shall mean the last Business Day of each
   March, June, September and December, the first of which shall be the
   first such day after the date of this Agreement.

             "Receivables Sale Agreement" shall mean (i) the
   ASC Receivables Sale Agreement and (ii) any other comparable agreement
   providing for the periodic sales of accounts receivable. 

             "Reference Banks" shall mean Chase, Morgan Guaranty Trust
   Company of New York and Royal Bank of Canada.   

             "Regulation D" shall mean Regulation D of the Board of
   Governors of the Federal Reserve System (or any successor), as the
   same may be amended or supplemented from time to time.

             "Regulatory Change" shall mean, with respect to any Bank,
   any change after the date of this Agreement in United States Federal,
   state or foreign law or regulations (including Regulation D) or the
   adoption or making after such date of any interpretations, directives
   or requests applying to a class of banks including such Bank of or

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<PAGE>     -172-

   under any United States Federal, state or foreign law or regulations
   (whether or not having the force of law) by any court or governmental
   or monetary authority charged with the interpretation or
   administration thereof.

             "Reserve Requirement" shall mean, for any Interest Period
   for any LIBO Rate Loan, the effective maximum rate at which reserves
   (including any marginal, supplemental or emergency reserves) are
   required to be maintained during such Interest Period under Regulation
   D by member banks of the Federal Reserve System in New York City with
   deposits exceeding one billion Dollars against "Eurocurrency
   liabilities" (as such term is used in Regulation D).  Without limiting
   the effect of the foregoing, the Reserve Requirement shall reflect any
   other reserves required to be maintained by such member banks by
   reason of any Regulatory Change against (i) any category of
   liabilities which includes deposits by reference to which the LIBO
   Base Rate is to be determined or (ii) any category of extensions of
   credit or other assets which includes LIBO Rate Loans.

             "Screen" shall mean, with respect to any Currency, the
   relevant Telerate Page on which appears the London Interbank Offered
   Rate for deposits in such Currency; provided that, if there is no such
   Telerate Page, the relevant Reuters Screen Page will be substituted.  

             "Set Rate Auction" shall mean a solicitation of Money Market
   Quotes setting forth Money Market Rates pursuant to Section 2.03
   hereof.

             "Set Rate Loans" shall mean Money Market Loans the interest
   rates on which are determined on the basis of Money Market Rates
   pursuant to a Set Rate Auction.

             "Significant Subsidiary" shall mean, at any time, any
   Subsidiary of the Company if the revenues of such Subsidiary and its
   Subsidiaries for the four consecutive fiscal quarters of such
   Subsidiary most recently ended (determined on a consolidated basis
   without duplication in accordance with GAAP and whether or not such
   Person was a Subsidiary of the Company during all or any part of the
   fiscal period of the Company referred to below) exceed an amount equal
   to 7-1/2% of the revenues of the Company and its Subsidiaries for the
   four consecutive fiscal quarters of the Company most recently ended
   (determined on a consolidated basis without duplication in accordance
   with GAAP and including such Subsidiary and its Subsidiaries on a pro
   forma basis of such Subsidiary was not a Subsidiary of the Company).

             "Subsidiary" of any Person shall mean any corporation of
   which at least a majority of the outstanding shares of stock having by
   the terms thereof ordinary voting power to elect a majority of the
   board of directors of such corporation (irrespective of whether or not
   at the time stock of any other class or classes of such corporation
   shall have or might have voting power by reason of the happening of
   any contingency) is at the time directly or indirectly owned or
   controlled by such Person and/or one or more of the Subsidiaries of
   such Person.  "Wholly-Owned Subsidiary" shall mean any such
   corporation of which all such shares, other than directors' qualifying

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<PAGE>     -173-

   shares or shares held by nominees to satisfy any requirement as to
   minimum number of shareholders, are so owned or controlled.

             "Syndicated Loans" shall mean the loans provided for by
   Section 2.01 hereof.

             "Syndicated Notes" shall mean the promissory notes provided
   for by Section 2.09(a) hereof.

             "Taxes" shall have the meaning assigned to such term in
   Section 5.06(a) hereof.  

             "Termination Letter" shall have the meaning assigned to such
   term in Section 2.04(a) hereof.  

             "Total Capital" shall mean the sum of (i) Net Worth plus
   (ii) Total Indebtedness.

             "Total Consolidated Assets" shall mean, as at any time, the
   total of all the assets appearing on the consolidated balance sheet of
   the Company and its Subsidiaries determined in accordance with
   generally accepted accounting principles applicable to the type of
   business in which the Company and such Subsidiaries are engaged, and
   may be determined as of a date, selected by the Company, not more than
   sixty days prior to the happening of the event for which such
   determination is being made.  

             "Total Indebtedness" shall mean, as at any time, the total
   Indebtedness of the Company and its Subsidiaries determined on a
   consolidated basis without duplication.

             "Type" shall have the meaning assigned to such term in
   Section 1.03 hereof.

             "U.S. Borrower" shall mean the Company and any Approved
   Borrower that is incorporated under the laws of the United States of
   America or any State thereof or the District of Columbia.

             "Wholly-Owned Subsidiary" shall have the meaning assigned to
   such term in the definition of the term "Subsidiary". 
             1.02  Accounting Terms and Determinations.

             (a)  All accounting terms used herein shall be interpreted,
   and, unless otherwise disclosed to the Banks in writing at the time of
   delivery thereof in the manner described in subsection (b) below, all
   financial statements and certificates and reports as to financial
   matters required to be delivered to the Banks hereunder shall be
   prepared, in accordance with generally accepted accounting principles
   applied on a basis consistent with those used in the preparation of
   the latest financial statements furnished to the Banks hereunder after
   the date hereof (or, until such financial statements are furnished,
   consistent with those used in the preparation of the financial
   statements referred to in Section 7.02(a) hereof).  All calculations
   made for the purposes of determining compliance with the terms of
   Sections 8.07(a)(vii), 8.10 and 8.11 hereof shall, except as otherwise

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<PAGE>     -174-

   expressly provided herein, be made by application of generally
   accepted accounting principles applied on a basis consistent with
   those used in the preparation of the annual or quarterly financial
   statements furnished to the Banks pursuant to Section 8.01 hereof (or,
   until such financial statements are furnished, consistent with those
   used in the preparation of the financial statements referred to in
   Section 7.02(a) hereof) unless (i) the Company shall have objected to
   determining such compliance on such basis at the time of delivery of
   such financial statements or (ii) the Majority Banks shall so object
   in writing within 30 days after delivery of such financial statements,
   in either of which events such calculations shall be made on a basis
   consistent with those used in the preparation of the latest financial
   statements as to which such objection shall not have been made (which,
   if objection is made in respect of the first financial statements
   delivered under Section 8.01 hereof, shall mean the financial
   statements referred to in Section 7.02(a) hereof).

             (b)  The Company shall deliver to the Banks at the same time
   as the delivery of any annual or quarterly financial statement under
   Section 8.01 hereof (i) a description in reasonable detail of any
   material variation between the application of accounting principles
   employed in the preparation of such statement and the application of
   accounting principles employed in the preparation of the next
   preceding annual or quarterly financial statements as to which no
   objection has been made in accordance with the last sentence of
   subsection (a) above and (ii) reasonable estimates of the difference
   between such statements arising as a consequence thereof.

             (c)  To enable the ready and consistent determination of
   compliance with the covenants set forth in Section 8 hereof, the
   Company shall not change the last day of its fiscal year from
   December 31, or the last days of the first three fiscal quarters in
   each of its fiscal years from March 31, June 30 and September 30,
   respectively.

             1.03  Types of Loans.  Loans hereunder are distinguished by
   "Type" and by "Currency".  The "Type" of a Loan refers to whether such
   Loan is a Base Rate Loan, a LIBOR Loan, a Set Rate Loan or a LIBOR
   Market Loan, each of which constitutes a Type.  Loans may be
   identified by both Type and Currency.

             SECTION 2.  COMMITMENTS.

             2.01  Syndicated Loans.  Each Bank severally agrees, on the
   terms of this Agreement, to make loans to any Borrower in Dollars or
   in any of the Agreed Alternative Currencies during the period from and
   including the date hereof to and including the Commitment Termination
   Date in an aggregate principal amount at any one time outstanding up
   to but not exceeding the amount of such Bank's Commitment as then in
   effect.  Subject to the terms of this Agreement, during such period
   the Company may borrow, repay and reborrow the amount of the
   Commitments by means of Base Rate Loans in Dollars and LIBOR Loans in
   Dollars or any Agreed Alternative Currency; provided that the
   aggregate outstanding principal amount of all Syndicated Loans at any
   one time shall not exceed the aggregate amount of the Commitments at

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<PAGE>     -175-

   such time; and provided, further, that there may be no more than
   twenty (20) different Interest Periods for both Syndicated Loans and
   Money Market Loans outstanding at the same time (for which purpose
   Interest Periods described in different lettered clauses of the
   definition of the term "Interest Period" shall be deemed to be
   different Interest Periods even if they are coterminous).  For
   purposes of determining whether the amount of any borrowing under this
   Section 2.01 would, together with all other outstanding Syndicated
   Loans, exceed the Commitments and, for purposes of determining the
   unused portion of the Commitments, the amount of each Syndicated Loan
   denominated in an Agreed Alternative Currency shall be deemed to be
   the Dollar Equivalent of the amount in the Agreed Alternative Currency
   of such Loan.

             2.02  Borrowings of Syndicated Loans.  The Company (on its
   own behalf and on behalf of any other Borrower) shall give the Agent
   (which shall promptly notify the Banks) notice of each borrowing
   hereunder of Syndicated Loans, which notice shall be irrevocable and
   effective only upon receipt by the Agent, shall specify with respect
   to the Syndicated Loans to be borrowed (i) the Agreed Alternative
   Currency or Currencies in which such Loans are to be made and the
   account of the relevant Borrower maintained with a commercial bank in
   the country in whose Currency such Loans are denominated at which such
   Loans are to be made available to such Borrower, (ii) the aggregate
   amount in Dollars or, in the case of Loans in Agreed Alternative
   Currencies, in such Agreed Alternative Currency, which shall be at
   least $1,000,000 in the case of Base Rate Loans and $5,000,000 in the
   case of LIBOR Loans (or in either case an integral multiple of
   $1,000,000 in excess thereof) or, in the case of LIBOR Loans in an
   Agreed Alternative Currency, the Foreign Currency Equivalent thereof
   (rounded to the nearest 1000 units of such Alternative Currency),
   (iii) the Type and date (which shall be a Business Day) and (iv) (in
   the case of LIBOR Loans) the duration of the Interest Period therefor,
   and each such notice shall be given not later than 11:00 a.m. New York
   time on the day which is not less than the number of Business Days
   prior to the date of such borrowing specified below opposite the type
   of such Loans:

                    Type                   Number of Business Days

        Base Rate Loans                              0
        LIBOR Loans in Dollars                       3
        LIBOR Loans in Alternative Currencies        5

   Not later than 2:00 p.m. New York time (in the case of Loans
   denominated in Dollars) or 11:00 a.m. local time in the location of
   the Agent's Account (in the case of Loans denominated in an Agreed
   Alternative Currency) on the date specified for each borrowing of
   Syndicated Loans hereunder, each Bank shall, subject to Section
   4.01(a) hereof, make available the amount of the Syndicated Loan or
   Loans to be made by it on such date to the Agent, at the Agent's
   Account for the Currency of such Loans in immediately available funds,
   for account of the relevant Borrower.  The amount so received by the
   Agent shall, subject to the terms and conditions of this Agreement,
   promptly be made available to the relevant Borrower by depositing the

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   same, in immediately available funds, in an account of the relevant
   Borrower designated by the Company.

             2.03  Money Market Loans.

             (a)  In addition to borrowings of Syndicated Loans, the
   Company (on its own behalf and on behalf of any other Borrower) may,
   as set forth in this Section 2.03, request the Banks to make offers to
   make LIBOR Market Loans to such Borrower in Dollars or in any
   Alternative Currency or Set Rate Loans in Dollars.  The Banks may, but
   shall have no obligation to, make such offers and such Borrower may,
   but shall have no obligation to, accept any such offers in the manner
   set forth in this Section 2.03.  Money Market Loans may be
   LIBOR Market Loans or Set Rate Loans (each a "Type" of Money Market
   Loan), provided that there may be no more than twenty (20) different
   Interest Periods for both Syndicated Loans and Money Market Loans
   outstanding at the same time (for which purpose Interest Periods
   described in different lettered clauses of the definition of the term
   "Interest Period" shall be deemed to be different Interest Periods
   even if they are coterminous).

             (b)  When any Borrower wishes to request offers to make
   Money Market Loans, the Company (on its own behalf and on behalf of
   any other Borrower) shall give the Agent (which shall promptly notify
   the Banks) notice in the form of Exhibit E hereto (a "Money Market
   Quote Request") so as to be received no later than 11:00 a.m. New York
   time on (x) the fifth Business Day prior to the date of borrowing
   proposed therein in the case of a LIBOR Auction or (y) the Business
   Day next preceding the date of borrowing proposed therein, in the case
   of a Set Rate Auction, specifying:

             (i)  the name of the Borrower, the Currency of such
        borrowing and the proposed date of such borrowing (a "Money
        Market Borrowing"), which shall be a Business Day;

            (ii)  the aggregate amount of such Money Market Borrowing,
        which shall be at least $5,000,000 (or an integral multiple of
        $1,000,000 in excess thereof) or, in the case of Money Market
        Loans in an Alternative Currency, the Foreign Currency Equivalent
        thereof (rounded to the nearest 1,000 units of such Alternative
        Currency);

           (iii)  the duration of the Interest Period applicable thereto;
        and

            (iv)  whether the Money Market Quotes requested are to set
        forth a Money Market Margin or a Money Market Rate.

             The Company (on its own behalf and on behalf of any other
   Borrower) may request offers to make Money Market Loans for up to
   fifteen (15) different Interest Periods in a single Money Market Quote
   Request; provided that the request for each separate Interest Period
   shall be deemed to be a separate Money Market Quote Request for a
   separate Money Market Borrowing.  Except as otherwise provided in the


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   preceding sentence, no Money Market Quote Request shall be given
   within five Business Days of any other Money Market Quote Request.

             (c)  (i)  Any Bank may, by notice to the Agent in the form
   of Exhibit F hereto (a "Money Market Quote"), submit an offer to make
   a Money Market Loan in response to any Money Market Quote Request;
   provided that, if the request under Section 2.03(b) hereof specified
   more than one Interest Period, such Bank may make a single submission
   containing a separate offer for each such Interest Period and each
   such separate offer shall be deemed to be a separate Money Market
   Quote.  Each Money Market Quote must be submitted to the Agent not
   later than (x) 2:00 p.m. (or, in the case of Money Market Loans in an
   Alternative Currency, 11:00 a.m.) New York time on the fourth Business
   Day prior to the proposed date of borrowing, in the case of a LIBOR
   Auction or (y) 11:00 a.m. New York time on the proposed date of
   borrowing, in the case of a Set Rate Auction; provided that any Money
   Market Quote submitted by Chase (or its Applicable Lending Office) may
   be submitted, and may only be submitted, if Chase (or such Applicable
   Lending Office) notifies the Company of the terms of the offer
   contained therein not later than (x) 1:00 p.m. (or, in the case of
   Money Market Loans in an Alternative Currency, 10:00 a.m.) New York
   time on the fourth Business Day prior to the proposed date of
   borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York
   time on the proposed date of borrowing, in the case of a Set Rate
   Auction.  Subject to Sections 5.03, 6.03 and 9 hereof, any Money
   Market Quote so made shall be irrevocable except with the written
   consent of the Agent given on the instructions of the Company.

            (ii)  Each Money Market Quote shall specify:

                  (A)  the name of the Borrower, the Currency of such
             borrowing, the proposed date of borrowing and the Interest
             Period therefor;

                  (B)  the principal amount of the Money Market Loan for
             which each such offer is being made, which principal amount
             (x) may be greater than or less than the Commitment of the
             quoting Bank, (y) must be in an integral multiple of
             $1,000,000 or, in the case of a Money Market Loan in an
             Alternative Currency, the Foreign Currency Equivalent
             thereof (rounded to the nearest 1,000 units of such
             Alternative Currency), and (z) may not exceed the principal
             amount of the Money Market Borrowing for which offers were
             requested;

                  (C)  in the case of a LIBOR Auction, the margin above
             or below the applicable LIBO Rate (the "Money Market
             Margin") offered for each such Money Market Loan, expressed
             as a percentage (rounded to the nearest 1/10,000th of 1%) to
             be added to or subtracted from the applicable LIBO Rate;

                  (D)  in the case of a Set Rate Auction, the rate of
             interest per annum (rounded to the nearest 1/10,000th of 1%)
             (the "Money Market Rate") offered for each such Money Market
             Loan; and

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                  (E)  the identity of the quoting Bank.

   No Money Market Quote shall contain qualifying, conditional or similar
   language or propose terms other than or in addition to those set forth
   in the applicable Money Market Quote Request and, in particular, no
   Money Market Quote may be conditioned upon acceptance by the Company
   of all (or some specified minimum) of the principal amount of the
   Money Market Loan for which such Money Market Quote is being made;
   provided that the submission of any Bank containing more than one
   Money Market Quote may be conditioned on the Company not accepting
   offers contained in such submission that would result in such Bank
   making Money Market Loans pursuant thereto in excess of a specified
   aggregate amount (the "Money Market Loan Limit").

             (d)  The Agent shall (x) in the case of a Set Rate Auction,
   as promptly as practicable after the Money Market Quote is submitted
   (but in any event not later than 11:15 a.m. New York time) or (y) in
   the case of a LIBOR Auction, by 4:00 p.m. (or, in the case of Money
   Market Loans in an Alternative Currency, noon) New York time on the
   day a Money Market Quote is submitted, notify the Company (which will
   promptly notify the relevant Borrower if it is not the Company) of the
   terms (i) of any Money Market Quote submitted by a Bank that is in
   accordance with Section 2.03(c) hereof and (ii) of any Money Market
   Quote that amends, modifies or is otherwise inconsistent with a
   previous Money Market Quote submitted by such Bank with respect to the
   same Money Market Quote Request.  Any such subsequent Money Market
   Quote shall be disregarded by the Agent unless such subsequent Money
   Market Quote is submitted solely to correct a manifest error in such
   former Money Market Quote.  The Agent's notice to the Company shall
   specify (A) the aggregate principal amount of the Money Market
   Borrowing for which offers have been received and (B) the respective
   principal amounts and Money Market Margins or Money Market Rates, as
   the case may be, so offered by each Bank (identifying the Bank that
   made each Money Market Quote).

             (e)  Not later than (x) 11:00 a.m. New York time on the
   third Business Day (or, in the case of Money Market Loans in an
   Alternative Currency, 2:00 p.m. New York time on the fourth Business
   Day) prior to the proposed date of borrowing, in the case of a LIBOR
   Auction or (y) noon New York time on the proposed date of borrowing,
   in the case of a Set Rate Auction, the Company shall notify the Agent
   of its or the relevant Borrower's if the Borrower is not the Company
   acceptance or nonacceptance of the offers so notified to the Company
   pursuant to Section 2.03(d) hereof (which notice shall specify the
   aggregate principal amount of offers from each Bank for each Interest
   Period that are accepted; and the failure of the Company to give such
   notice by such time shall constitute non-acceptance) and the Agent
   shall promptly notify each affected Bank of the acceptance or non-
   acceptance of its offers.  The notice by the Agent shall also specify
   the aggregate principal amount of offers for each Interest Period that
   were accepted.  The Company (on its own behalf and on behalf of any
   other Borrower)  may accept any Money Market Quote in whole or in part
   (provided that any Money Market Quote accepted in part from any Bank
   shall be in an integral multiple of $1,000,000 or, in the case of a
   Money Market Loan in an Alternative Currency, the Foreign Currency

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<PAGE>     -179-

   Equivalent thereof (rounded to the nearest 1,000 units of such
   Alternative Currency)); provided that:

             (i)  the aggregate principal amount of each Money Market
        Borrowing may not exceed the applicable amount set forth in the
        related Money Market Quote Request;

            (ii)  the aggregate principal amount of each Money Market
        Borrowing shall be at least $5,000,000 (or an integral multiple
        of $1,000,000 in excess thereof) or, in the case of a borrowing
        of Money Market Loans in an Alternative Currency, the Foreign
        Currency Equivalent thereof (rounded to the nearest 1,000 units
        of such Alternative Currency);

           (iii)  acceptance of offers may, subject to clause (v) below,
        only be made in ascending order of Money Market Margins or Money
        Market Rates, as the case may be; provided that the Company need
        not accept on behalf of any Approved Borrower the offer of any
        Bank if payment of the interest on the relevant Money Market Loan
        would subject such Approved Borrower to the requirement of paying
        any additional amounts under Section 5.06(a) hereof or if such
        interest payment would be subject to greater restrictions on
        deductibility for income tax purposes than the restriction
        applicable to interest payments made to other Banks whose offers
        are accepted;  

            (iv)  the Company (on its own behalf and on behalf of any
        other Borrower) may not accept any offer where the Agent has
        advised the Company that such offer fails to comply with
        Section 2.03(c)(ii) hereof or otherwise fails to comply with the
        requirements of this Agreement (including, without limitation,
        Section 2.03(a) hereof); and

             (v)  the aggregate principal amount of each Money Market
        Borrowing from any Bank may not exceed any applicable Money
        Market Loan Limit of such Bank.

   If offers are made by two or more Banks with the same Money Market
   Margins or Money Market Rates, as the case may be, for a greater
   aggregate principal amount than the amount in respect of which offers
   are accepted for the related Interest Period, the principal amount of
   Money Market Loans in respect of which such offers are accepted shall
   be allocated by the Company among such Banks as nearly as possible (in
   an integral multiple of $1,000,000 or, in the case of a Borrowing of
   Money Market Loans in an Alternative Currency, the Foreign Currency
   Equivalent thereof (rounded to the nearest 1000 units of such
   Alternative Currency)) in proportion to the aggregate principal amount
   of such offers.  Determinations by the Company of the amounts of Money
   Market Loans shall be conclusive in the absence of manifest error.

             (f)  Any Bank whose offer to make any Money Market Loan has
   been accepted in accordance with the terms and conditions of this
   Section 2.03 shall, not later than 2:00 p.m. New York time (in the
   case of Loans denominated in Dollars) or 11:00 a.m. local time in the
   location of the Agent's Account (in the case of Loans denominated in

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<PAGE>     -180-

   an Alternative Currency) on the date specified for the making of such
   Loan, make the amount of such Loan available to the Agent at the
   Agent's Account for the Currency of such Loan in immediately available
   funds.  The amount so received by the Agent shall, subject to the
   terms and conditions of this Agreement, promptly be made available to
   the relevant Borrower on such date by depositing the same, in
   immediately available funds, in an account of the relevant Borrower
   designated by the Company.

             (g)  The amount of any Money Market Loan made by any Bank
   shall not constitute a utilization of such Bank's Commitment.

             2.04  Borrowings by Approved Borrowers; Designation of
   Certain Approved Borrowers.  

             (a)  The Company may, at any time or from time to time,
   designate one or more Wholly Owned Subsidiaries as Borrowers hereunder
   by furnishing to the Agent a letter (a "Designation Letter") in
   duplicate, substantially in the form of Exhibit G-1 hereto, duly
   completed and executed by the Company and such Subsidiary.  Any such
   designation may restrict such Wholly Owned Subsidiary to Money Market
   Loans and exclude the applicability of Section 5.06(a) hereof to such
   Wholly Owned Subsidiary, all as set forth in the relevant Designation
   Letter.  Upon approval by all of the Banks (which approval shall not
   be unreasonably withheld) of such Subsidiary as an Approved Borrower,
   which approval shall be evidenced by the Agent signing and returning
   to the Company a copy of such Designation Letter, such Subsidiary
   shall be an Approved Borrower.  There may be no more than ten Approved
   Borrowers at any one time.  So long as all principal and interest on
   all Loans of any Approved Borrower hereunder have been paid in full,
   the Company may terminate its status as an Approved Borrower hereunder
   by furnishing to the Agent a letter (a "Termination Letter"),
   substantially in the form of
   Exhibit G-2 hereto, duly completed and executed by the Company and
   such Approved Borrower.  Any Termination Letter furnished in
   accordance with this Section 2.04 shall be effective upon receipt by
   the Agent (which shall promptly notify the Banks), whereupon the Banks
   shall promptly deliver to the Company (through the Agent) the Notes of
   such former Approved Borrower.  Notwithstanding the foregoing, the
   delivery of a Termination Letter with respect to any Approved Borrower
   shall not terminate any obligation of such Approved Borrower
   theretofore incurred (including, without limitation, obligations under
   Sections 5.01, 5.05 and 5.06) or the obligations of the Company under
   Section 11 hereof with respect thereto.

             (b)  The Agent is hereby authorized by the Banks (i) to
   approve (on behalf of all of the Banks) as an Approved Borrower, and
   (ii) to sign and return to the Company a Designation Letter from the
   Company with respect to, each of the following Subsidiaries of the
   Company:  

                  (1)  Newell Operating Company;

                  (2)  Newell Investments, Inc.;


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<PAGE>     -181-

                  (3)  Newell Consumer Products GmbH (formerly Corning
                       Consumer GmbH) ("Newell Germany");

                  (4)  Newell Holdings U.K. Limited ("Newell UK");

                  (5)  Newell Limited (formerly Corning Consumer Limited)
                       ("Newell Limited");

                  (6)  Newell Holdings France S.A.S. ("Newell France"); 

                  (7)  Newell S.A. (formerly Corning Consumer S.A.); 
                  (8)  Anchor Hocking Corporation; and
    
                  (9)  Newell Industries Canada, Inc. ("Newell Canada");  


   provided that, the Designation Letters with respect to Newell Germany,
   Newell UK, Newell Limited, Newell France, Newell S.A. and Newell
   Canada only must restrict such Approved Borrowers to Money Market
   Loans and may exclude the applicability of Section 5.06(a) hereof.  

             2.05  Changes of Commitments.

             (a)  Unless theretofore reduced to such amount pursuant to
   paragraphs (b) and (c) below, the aggregate amount of the Commitments
   shall automatically be reduced to zero on the Commitment Termination
   Date.

             (b)  The Company shall have the right to terminate or reduce
   permanently the amount of the Commitments at any time or from time to
   time upon not less than three Business Days' prior notice to the Agent
   (which shall promptly notify the Banks) of each such termination or
   reduction, which notice shall specify the effective date thereof and
   the amount of any such reduction (which shall be in an integral
   multiple of $5,000,000) and shall be irrevocable and effective only
   upon receipt by the Agent; provided that the Company may not at any
   time (i) terminate the Commitments in whole if Syndicated Loans are
   then outstanding or (ii) reduce the aggregate amount of the
   Commitments below the aggregate outstanding principal amount of the
   Syndicated Loans.

             (c)  The Commitments once terminated or reduced may not be
   reinstated.

             2.06  Fees.  The Company shall pay to the Agent for account
   of each Bank a facility fee on the daily average amount of such Bank's
   Commitment (whether or not utilized), for the period from and
   including the date hereof to but not including the date such
   Commitment is terminated, at a rate per annum equal to 0.20%; provided
   that if the financial statements most recently delivered to the Agent
   under Section 8.01(a) hereof (or, until the first financials are
   delivered under Section 8.01(a) hereof, the quarterly financials as at
   March 31, 1995 referred to in Section 7.02(b) hereof) shall
   demonstrate that the Interest Coverage Ratio for the fiscal quarter of
   the Company to which such financial statements relate shall fall

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<PAGE>     -182-

   within any of the ranges set forth below, then the facility fee shall
   be decreased to the rate set forth below opposite such range during
   the fiscal quarter commencing immediately following the day on which
   such financial statements were delivered to the Agent under
   Section 8.01(a) hereof:

                Interest                   Facility
             Coverage Ratio                  Fee   
             --------------                --------

             5.5 to 1 or                   0.11%
             greater

             less than 5.5 to 1            0.15%
             but 3.5 to 1 or 
             greater

   provided further that the facility fee for the period from the date
   hereof to and including June 30, 1995 shall be 0.11%.  Accrued
   facility fee shall be payable on each Quarterly Date in arrears and on
   the earlier of the date the Commitments are terminated and the
   Commitment Termination Date.

             2.07  Lending Offices.  The Loans of each Type and Currency
   made by each Bank shall be made and maintained at such Bank's
   Applicable Lending Office for Loans of such Type and Currency.

             2.08  Several Obligations; Remedies Independent.  The
   failure of any Bank to make any Syndicated Loan to be made by it on
   the date specified therefor shall not relieve any other Bank of its
   obligation to make its Syndicated Loan on such date, and no Bank shall
   be responsible for the failure of any other Bank to make a Loan to be
   made by such other Bank.  The amounts payable by any Borrower at any
   time hereunder and under its Notes to each Bank shall be a separate
   and independent debt and each Bank shall be entitled to protect and
   enforce its rights arising out of this Agreement and the Notes, and it
   shall not be necessary for any other Bank or the Agent to consent to,
   or be joined as an additional party in, any proceedings for such
   purposes.

             2.09  Notes.

             (a)  The Syndicated Loans made by any Bank to any Borrower
   shall be evidenced by a single promissory note of the relevant
   Borrower in substantially the form of Exhibit A-1 hereto, dated the
   date of its delivery to the Agent, payable to such Bank in a principal
   amount equal to the amount of its Commitment as originally in effect
   on the date hereof and otherwise duly completed.  The date, amount,
   Type, Currency, interest rate and maturity date of each Syndicated
   Loan made by each Bank, and all payments made on account of the
   principal thereof, shall be recorded by such Bank on its books and,
   prior to any transfer of such Note held by it, endorsed by such Bank
   on the schedule attached to such Note or any continuation thereof;
   provided that the failure of such Bank to make any such recordation or
   endorsement shall not affect the obligations of such Borrower to make

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<PAGE>     -183-

   any payment when due of any amount owing hereunder or under such Note
   in respect of the Loans to be evidenced by such Note.

             (b)  The Money Market Loans made by any Bank to any Borrower
   shall be evidenced by a single promissory note of the relevant
   Borrower in substantially the form of Exhibit A-2 hereto, dated the
   date of its delivery to the Agent, payable to such Bank and otherwise
   duly completed.  The date, amount, Type, Currency, interest rate and
   maturity date of each Money Market Loan made by each Bank to such
   Borrower, and all payments made on account of the principal thereof,
   shall be recorded by such Bank on its books and, prior to any transfer
   of such Note held by it, endorsed by such Bank on the schedule
   attached to such Note or any continuation thereof; provided that the
   failure of such Bank to make any such recordation or endorsement shall
   not affect the obligations of such Borrower to make any payment when
   due of any amount owing hereunder or under such Note in respect of the
   Loans to be evidenced by such Note.

             (c)  No Note may be subdivided, whether by exchange for
   promissory notes of lesser denominations or otherwise except in
   connection with a permitted assignment of a portion of the Loans
   evidenced thereby pursuant to Section 12.05(b) hereof.

             2.10  Prepayments.  Base Rate Loans may be prepaid upon not
   less than one Business Day's prior notice to the Agent (which shall
   promptly notify the Banks), which notice shall specify the prepayment
   date (which shall be a Business Day) and the amount of the prepayment
   (which, in the case of partial prepayments, shall be in an integral
   multiple of $1,000,000) and shall be irrevocable and effective only
   upon receipt by the Agent, provided that interest on the principal of
   any Base Rate Loans prepaid, accrued to the prepayment date, shall be
   paid on the prepayment date.  LIBO Rate Loans or Set Rate Loans may
   not be voluntarily prepaid (provided that this sentence shall not
   affect any Borrower's obligation to prepay Loans pursuant to Section 9
   of this Agreement).

             SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.

             3.01  Repayment of Loans.  Each Borrower hereby promises to
   pay to the Agent for account of each Bank the principal amount of each
   Loan made by such Bank to such Borrower, and each Loan shall mature,
   on the last day of the Interest Period for such Loan.

             3.02  Interest.

             (a)  Each Borrower hereby promises to pay to the Agent for
   account of each Bank interest on the unpaid principal amount of each
   Loan made by such Bank to such Borrower for the period commencing on
   the date of such Loan to but excluding the date such Loan shall be
   paid in full, at the following rates per annum:

             (i)  if such Loan is a Base Rate Loan, the Base Rate (as in
        effect from time to time);



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<PAGE>     -184-

            (ii)  if such Loan is a LIBOR Loan, the LIBO Rate for such
        Loan for the Interest Period therefor plus the Applicable Margin;

           (iii)  if such Loan is a LIBOR Market Loan, the LIBO Rate for
        such Loan for the Interest Period therefor plus (or minus) the
        Money Market Margin quoted by the Bank making such Loan in
        accordance with Section 2.03 hereof; and

            (iv)  if such Loan is a Set Rate Loan, the Money Market Rate
        for such Loan for the Interest Period therefor quoted by the Bank
        making such Loan in accordance with Section 2.03 hereof.

   Notwithstanding the foregoing, each Borrower hereby promises to pay to
   the Agent for account of each Bank interest at the applicable
   Post-Default Rate on any principal of any Loan made by such Bank to
   such Borrower, and (to the fullest extent permitted by law) on any
   other amount payable by such Borrower hereunder or under the Note of
   such Borrower held by such Bank to or for account of such Bank, which
   shall not be paid in full when due (whether at stated maturity, by
   acceleration or otherwise), for the period commencing on the due date
   thereof until the same is paid in full.

             (b)  Accrued interest on each Loan shall be payable on the
   last day of the Interest Period therefor and, if such Interest Period
   is longer than three months, at three-month intervals following the
   first day of such Interest Period, except that interest payable at the
   Post-Default Rate shall be payable from time to time on demand.

             (c)  Promptly after the determination of any LIBO Rate
   provided for herein, the Agent shall (i) notify the Banks to which
   interest at such LIBO Rate is payable and the Company thereof and (ii)
   at the request of the Company, furnish to the Company a copy of the
   page of the Screen on the basis of which the relevant LIBO Base Rate
   was determined.  At any time that the Agent determines the LIBO Rate
   on a basis other than using the Screen, the Agent shall promptly
   notify the Company.

             SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

             4.01  Payments.

             (a)  Except to the extent otherwise provided herein, all
   payments of principal of and interest on Loans made in Dollars, and
   other amounts (other than the principal of and interest on Loans made
   in an Alternative Currency) payable by any Obligor under this
   Agreement and the Notes, shall be made in Dollars, and all payments of
   principal of and interest on Loans made in an Alternative Currency
   shall be made in such Alternative Currency, in immediately available
   funds, without deduction, set-off or counterclaim, to the Agent's
   Account for such Currency, for account of the Banks, not later than
   2:00 p.m. New York time (in the case of Loans denominated in Dollars)
   or 11:00 a.m. local time in the location of the Agent's Account (in
   the case of Loans denominated in an Alternative Currency), on the date
   on which such payment shall become due (each such payment made after
   such time on such due date to be deemed to have been made on the next

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<PAGE>     -185-

   succeeding Business Day), provided that if a new Loan is to be made by
   any Bank to any Borrower on a date such Borrower is to repay any
   principal of an outstanding Loan of such Bank in the same Currency,
   such Bank shall apply the proceeds of such new Loan to the payment of
   the principal to be repaid and only an amount equal to the difference
   between the principal to be borrowed and the principal to be repaid
   shall be made available by such Bank to the Agent as provided in
   Section 2.02 hereof or paid by such Borrower to the Agent pursuant to
   this Section 4.01, as the case may be.

             (b)  If any Borrower shall default in the payment when due
   of any principal, interest or other amounts to be made by such
   Borrower under this Agreement or the Notes, any Bank for whose account
   any such payment is to be made may (but shall not be obligated to)
   debit the amount of any such payment due such Bank which is not made
   by such time to any ordinary deposit account of such Borrower with
   such Bank (with notice to the Company and the Agent).

             (c)  Each Borrower (or, in the case of any Approved
   Borrower, the Company on behalf of such Approved Borrower) shall, at
   the time of making each payment under this Agreement or any Note for
   account of any Bank, specify to the Agent the Loans or other amounts
   payable by such Borrower hereunder to which such payment is to be
   applied (and in the event that the payor fails to so specify, or if an
   Event of Default has occurred and is continuing, such Bank may apply
   such payment received by it from the Agent to such amounts then due
   and owing to such Bank as such Bank may determine).

             (d)  Each payment received by the Agent under this Agreement
   or any Note for account of any Bank shall be paid promptly to such
   Bank, in immediately available funds.

             (e)  If the due date of any payment under this Agreement or
   any Note would otherwise fall on a day which is not a Business Day
   such date shall be extended to the next succeeding Business Day and
   interest shall be payable for any principal so extended for the period
   of such extension.

             4.02  Pro Rata Treatment.  Except to the extent otherwise
   provided herein:  (a) each borrowing from the Banks of Syndicated
   Loans under Section 2.01 hereof shall be made from the Banks, each
   payment of fees under Section 2.06 hereof shall be made for account of
   the Banks, and each reduction of the amount or termination of the
   Commitments under Section 2.05 hereof shall be applied to the
   Commitments of the Banks, pro rata according to the amounts of their
   respective Commitments; (b) each payment of principal of Syndicated
   Loans by any Borrower shall be made for account of the Banks pro rata
   in accordance with the respective unpaid principal amounts of the
   Syndicated Loans held by the Banks; and (c) each payment of interest
   on Syndicated Loans by any Borrower shall be made for account of the
   Banks pro rata in accordance with the amounts of interest due and
   payable to the respective Banks; provided that, if an Event of Default
   shall have occurred and be continuing, each payment of principal of
   and interest on the Loans and other amounts owing hereunder by any
   Borrower shall be made for account of the Banks pro rata in accordance

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   with the aggregate amounts of all principal of and interest on the
   Loans and all other amounts owing hereunder by such Borrower then due
   and payable to the respective Banks.

             4.03  Computations.  Interest on Set Rate Loans, LIBO Rate
   Loans and the fees payable pursuant to Section 2.06 hereof shall be
   computed on the basis of a year of 360 days and actual days elapsed
   (including the first day but excluding the last day) occurring in the
   period for which payable, and interest on Base Rate Loans shall be
   computed on the basis of a year of 365 or 366 days, as the case may
   be, and actual days elapsed (including the first day but excluding the
   last day) occurring in the period for which payable.

             4.04  Non-Receipt of Funds by the Agent.  Unless the Agent
   shall have been notified by a Bank or any Borrower (or, in the case of
   any Approved Borrower, the Company on behalf of such Approved
   Borrower) (each, a "Payor") prior to the time by, and on the date on,
   which such Payor is scheduled to make payment to the Agent of (in the
   case of a Bank) the proceeds of a Loan to be made by it hereunder or
   (in the case of any Borrower) a payment to the Agent for account of
   one or more of the Banks hereunder (such payment being herein called
   the "Required Payment"), which notice shall be effective upon receipt,
   that it does not intend to make the Required Payment to the Agent, the
   Agent may assume that the Required Payment has been made and may, in
   reliance upon such assumption (but shall not be required to), make the
   amount thereof available to the intended recipient(s) on such date;
   and, if the Payor has not in fact made the Required Payment to the
   Agent, the recipient(s) of such payment shall, on demand, repay to the
   Agent the amount so made available together with interest thereon in
   respect of each day during the period commencing on the date such
   amount was so made available by the Agent to but not including the
   date the Agent recovers such amount (the "Advance Period") at a rate
   per annum equal to (a) if the recipient is a Borrower, the Base Rate
   in effect on such day and (b) if the recipient is a Bank, the Federal
   Funds Rate in effect on such day; and, if such recipient(s) shall fail
   promptly to make such payment, the Agent shall be entitled to recover
   such amount, on demand, from the Payor, together with interest thereon
   for each day during the Advance Period at a rate per annum equal to
   (i) if the Payor is a Borrower, the rate of interest payable on the
   Required Payment as provided in the second sentence of Section 3.02(a)
   hereof and (ii) if the Payor is a Bank, during the period commencing
   on the date such amount was so made available to but excluding the
   date three Business Days following such date, the Federal Funds Rate
   in effect on such day and, thereafter, the Base Rate in effect on such
   day.

             4.05  Set-off; Sharing of Payments.

             (a)  Each Obligor agrees that, in addition to (and without
   limitation of) any right of set-off, bankers' lien or counterclaim a
   Bank may otherwise have, each Bank shall be entitled, at its option,
   to offset balances held by it for account of such Obligor at any of
   its offices, in Dollars or in any other Currency, against any
   principal of or interest on any of such Bank's Loans which is not paid
   when due (regardless of whether such balances are then due to such

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<PAGE>     -187-

   Obligor) in which case it shall promptly notify such Obligor (through
   notice to the Company) and the Agent thereof, provided that such
   Bank's failure to give such notice shall not affect the validity
   thereof.

             (b)  If any Bank shall obtain payment of any principal of or
   interest on any Syndicated Loan made by it under this Agreement
   through the exercise of any right of set-off, bankers' lien or
   counterclaim or similar right or otherwise, and, as a result of such
   payment, such Bank shall have received a greater percentage of the
   amounts then due hereunder to such Bank in respect of Syndicated Loans
   than the percentage received by any other Banks, it shall promptly
   purchase from such other Banks participations in (or, if and to the
   extent specified by such Bank, direct interests in) the Syndicated
   Loans made by such other Banks (or in the interest thereon, as the
   case may be) in such amounts, and make such other adjustments from
   time to time as shall be equitable, to the end that all the Banks
   shall share the benefit of such excess payment (net of any expenses
   which may be incurred by such Bank in obtaining or preserving such
   excess payment) pro rata in accordance with the unpaid principal and
   interest on the Syndicated Loans held by each of the Banks.  To such
   end all the Banks shall make appropriate adjustments among themselves
   (by the resale of participations sold or otherwise) if such payment is
   rescinded or must otherwise be restored.  Each Obligor agrees that any
   Bank so purchasing a participation (or direct interest) in the
   Syndicated Loans made by other Banks (or in the interest thereon, as
   the case may be) may exercise all rights of set-off, bankers' lien,
   counterclaim or similar rights with respect to such participation as
   fully as if such Bank were a direct holder of Loans (or in the
   interest thereon, as the case may be) in the amount of such
   participation.  Nothing contained herein shall require any Bank to
   exercise any such right or shall affect the right of any Bank to
   exercise, and retain the benefits of exercising, any such right with
   respect to any other indebtedness or obligation of any Obligor.  If
   under any applicable bankruptcy, insolvency or other similar law, any
   Bank receives a secured claim in lieu of a set-off to which this
   Section 4.05 applies, such Bank shall, to the extent practicable,
   exercise its rights in respect of such secured claim in a manner
   consistent with the rights of the Banks entitled under this
   Section 4.05 to share in the benefits of any recovery on such secured
   claim.

             SECTION 5.  YIELD PROTECTION AND ILLEGALITY.

             5.01  Additional Costs.

             (a)  Each Borrower shall pay directly to each Bank from time
   to time such amounts as such Bank may determine to be necessary to
   compensate such Bank for any costs that such Bank determines are
   attributable to its making or maintaining of any LIBO Rate Loans or
   its obligation to make any LIBO Rate Loans hereunder, or any reduction
   in any amount receivable by such Bank hereunder in respect of any of
   such Loans or such obligation (such increases in costs and reductions
   in amounts receivable being herein called "Additional Costs"),
   resulting from any Regulatory Change that:

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             (i)  changes the basis of taxation of any amounts payable to
        such Bank under this Agreement or its Notes in respect of any of
        such Loans (other than taxes imposed on or measured by the
        overall net income of such Bank or of its Applicable Lending
        Office for any of such Loans by the jurisdiction in which such
        Bank has its principal office or such Applicable Lending Office);
        or

            (ii)  imposes or modifies any reserve, special deposit or
        similar requirements (other than the Reserve Requirement utilized
        in the determination of the LIBO Rate for such Loan) relating to
        any extensions of credit or other assets of, or any deposits with
        or other liabilities of, such Bank (including, without
        limitation, any of such Loans or any deposits referred to in the
        definition of "LIBO Base Rate" in Section 1.01 hereof), or any
        commitment of such Bank (including, without limitation, the
        Commitment of such Bank hereunder); or

           (iii)  imposes any other condition affecting this Agreement or
        its Notes (or any of such extensions of credit or liabilities) or
        its Commitment.

   If any Bank requests compensation from any Borrower under this
   Section 5.01(a), the Company may, by notice to such Bank (with a copy
   to the Agent), suspend the obligation of such Bank thereafter to make
   LIBO Rate Loans until the Regulatory Change giving rise to such
   request ceases to be in effect (in which case the provisions of
   Section 5.04 hereof shall be applicable), provided that such
   suspension shall not affect the right of such Bank to receive the
   compensation so requested.

             (b)  Without limiting the effect of the provisions of
   paragraph (a) of this Section 5.01, in the event that, by reason of
   any Regulatory Change, any Bank either (i) incurs Additional Costs
   based on or measured by the excess above a specified level of the
   amount of a category of deposits or other liabilities of such Bank
   that includes deposits by reference to which the interest rate on LIBO
   Rate Loans is determined as provided in this Agreement or a category
   of extensions of credit or other assets of such Bank that includes
   LIBO Rate Loans or (ii) becomes subject to restrictions on the amount
   of such a category of liabilities or assets that it may hold, then, if
   such Bank so elects by notice to the Company (with a copy to the
   Agent), the obligation of such Bank to make LIBO Rate Loans hereunder
   shall be suspended until such Regulatory Change ceases to be in effect
   (in which case the provisions of Section 5.04 hereof shall be
   applicable).

             (c)  Without limiting the effect of the foregoing provisions
   of this Section 5.01 (but without duplication), the Company shall pay
   directly to each Bank from time to time on request such amounts as
   such Bank may determine to be necessary to compensate such Bank (or,
   without duplication, the bank holding company of which such Bank is a
   subsidiary) for any costs that it determines are attributable to the
   maintenance by such Bank (or any Applicable Lending Office or such
   bank holding company), pursuant to any law or regulation or any

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<PAGE>     -189-

   interpretation, directive or request (whether or not having the force
   of law and whether or not failure to comply therewith would be
   unlawful) of any court or governmental or monetary authority
   (i) following any Regulatory Change or (ii) implementing any
   risk-based capital guideline or other requirement (whether or not
   having the force of law and whether or not the failure to comply
   therewith would be unlawful) hereafter issued by any government or
   governmental or supervisory authority implementing at the national
   level the Basel Accord (including, without limitation, the Final
   Risk-Based Capital Guidelines), of capital in respect of its
   Commitment or Loans (such compensation to include, without limitation,
   an amount equal to any reduction of the rate of return on assets or
   equity of such Bank (or any Applicable Lending Office or such bank
   holding company) to a level below that which such Bank (or any
   Applicable Lending Office or such bank holding company) would have
   achieved with respect to its Commitment or Loans but for such law,
   regulation, interpretation, directive or request).  

             (d)  Each Bank shall notify the Company of any event
   occurring after the date of this Agreement entitling such Bank to
   compensation under paragraph (a) or (c) of this Section 5.01 as
   promptly as practicable, but in any event within 45 days, after such
   Bank obtains actual knowledge thereof.  If any Bank fails to give such
   notice within 45 days after it obtains actual knowledge of such an
   event, such Bank shall, with respect to compensation payable pursuant
   to this Section 5.01 in respect of any costs resulting from such
   event, only be entitled to payment under this Section 5.01 for costs
   incurred from and after the date 45 days prior to the date that such
   Bank does give such notice.  Each Bank will furnish to the Company a
   certificate setting forth the basis and amount of each request by such
   Bank for compensation under paragraph (a) or (c) of this Section 5.01. 
   Determinations and allocations by any Bank for purposes of this
   Section 5.01 of the effect of any Regulatory Change pursuant to
   paragraph (a) or (b) of this Section 5.01, or of the effect of capital
   maintained pursuant to paragraph (c) of this Section 5.01, on its
   costs or rate of return of maintaining Loans or its obligation to make
   Loans, or on amounts receivable by it in respect of Loans, and of the
   amounts required to compensate such Bank under this Section 5.01,
   shall be conclusive absent manifest error, provided that such
   determinations and allocations are made on a reasonable basis.

             (e)  Each Bank will designate a different Applicable Lending
   Office for the Loans of such Bank affected by any event specified in
   paragraphs (a), (b) or (c) of this Section 5.01 or in Section 5.03
   hereof if such designation will avoid the need for, or reduce the
   amount of, such compensation or suspension, as the case may be, and
   will not, in the sole opinion of such Bank, be disadvantageous to such
   Bank.

             5.02  Limitation on Types of Loans.  Anything herein to the
   contrary notwithstanding:

             (a)  if the LIBO Base Rate for any Currency is to be
        determined under paragraph (b) of the definition of "LIBO Base
        Rate" and the Agent determines (which determination shall be

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<PAGE>     -190-

        conclusive) that no quotation from any Reference Bank of interest
        rates for the relevant deposits referred to in such paragraph (b)
        are not being provided in the relevant amounts or for the
        relevant maturities for purposes of determining rates of interest
        for LIBO Rate Loans as provided herein; or

             (b)  if the LIBO Base Rate for any Currency is being
        determined under paragraph (b) of the definition of "LIBO Base
        Rate" and the Majority Banks determine (or any Bank that has
        outstanding a Money Market Quote with respect to a LIBOR Market
        Loan, determines), which determination shall be conclusive, and
        notify (or notifies, as the case may be) the Agent that the
        relevant rates of interest referred to in paragraph (b) of the
        definition of "LIBO Base Rate" do not adequately cover the cost
        to such Banks (or such quoting Bank) of making or maintaining its
        LIBO Rate Loans in such Currency;

   then the Agent shall give the Company and each Bank prompt notice
   thereof, and so long as such condition remains in effect, the Banks
   (or such quoting Bank) shall be under no obligation to make additional
   LIBO Rate Loans in such Currency.

             5.03  Illegality.  Notwithstanding any other provision of
   this Agreement, in the event that it becomes unlawful for any Bank or
   its Applicable Lending Office to honor its obligation to make or
   maintain LIBO Rate Loans hereunder in any Currency, then such Bank
   shall promptly notify the Company thereof (with a copy to the Agent)
   and such Bank's obligation to make LIBOR Loans in such Currency shall
   be suspended until such time as such Bank may again make and maintain
   LIBOR Loans in such Currency (in which case the provisions of
   Section 5.04 hereof shall be applicable), and such Bank shall no
   longer be obligated to make any LIBOR Market Loan in such Currency
   that it has offered to make.

             5.04  Base Rate Loans Pursuant to Sections 5.01 and 5.03. 
   If the obligation of any Bank to make any LIBO Rate Loans in Dollars
   shall be suspended pursuant to Section 5.01 or 5.03 hereof (Loans of
   such type being herein called "Affected Loans" and such type being
   herein called the "Affected Type"), all Loans in Dollars (other than
   Money Market Loans) which would otherwise be made by such Bank as
   Loans of the Affected Type shall be made instead as Base Rate Loans
   (and, if an event referred to in Section 5.01(b) or 5.03 hereof has
   occurred and such Bank so requests by notice to the Company with a
   copy to the Agent, all Affected Loans of such Bank then outstanding
   shall be automatically converted into Base Rate Loans on the date
   specified by such Bank in such notice) and, to the extent that
   Affected Loans are so made as (or converted into) Base Rate Loans, all
   payments of principal which would otherwise be applied to such Bank's
   Affected Loans shall be applied instead to its Base Rate Loans.

             5.05  Compensation.  Each Borrower shall pay to the Agent
   for account of each Bank, upon the request of such Bank through the
   Agent, such amount or amounts as shall be sufficient (in the
   reasonable opinion of such Bank) to compensate it for any loss, cost
   or expense which such Bank determines are attributable to:

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<PAGE>     -191-

             (a)  any payment or conversion of a LIBO Rate Loan or a Set
        Rate Loan made by such Bank for any reason (including, without
        limitation, the acceleration of the Loans pursuant to Section 9
        hereof) on a date other than the last day of the Interest Period
        for such Loan; or

             (b)  any failure by such Borrower for any reason (excluding
        only failure due solely to a default by any Bank or the Agent in
        its obligation to provide funds to such Borrower hereunder but
        including, without limitation, the failure of any of the
        conditions precedent specified in Section 6 hereof to be
        satisfied) to borrow a LIBO Rate Loan or a Set Rate Loan from
        such Bank on the date for such borrowing specified in the
        relevant notice of borrowing given pursuant to Section 2.02 or
        2.03(b) hereof.

   Without limiting the effect of the preceding sentence, such
   compensation shall include, in the case of a Loan, an amount equal to
   the excess, if any, of (i) the amount of interest which otherwise
   would have accrued on the principal amount so paid or converted or not
   borrowed for the period from the date of such payment, conversion or
   failure to borrow to the last day of the Interest Period for such Loan
   (or, in the case of a failure to borrow, the Interest Period for such
   Loan which would have commenced on the date specified for such
   borrowing) at the applicable rate of interest for such Loan provided
   for herein over (ii) the interest component of the amount such Bank
   would have bid in the London interbank market for deposits in the
   applicable Currency of leading banks (if such Loan is a LIBO Rate
   Loan) or in the United States certificate of deposit market for
   issuance at face value of certificates of deposit for Dollar deposits
   (if such Loan is a Set Rate Loan) in amounts comparable to such
   principal amount and with maturities comparable to such period (as
   reasonably determined by such Bank).

             5.06  Taxes.

             (a)  Each Borrower agrees to pay to each Bank such
   additional amounts as are necessary in order that the net payment of
   any amount due to such Bank hereunder after deduction for or
   withholding in respect of any Taxes imposed with respect to such
   payment will not be less than the amount stated herein to be then due
   and payable, provided that the foregoing obligation to pay such
   additional amounts shall not apply:

             (i)  to any payment to any Bank hereunder unless such Bank
        is, on the date such Borrower became a Borrower hereunder (which,
        in the case of the Company and the Approved Borrowers listed in
        Section 2.04(b) hereof, means the date hereof and, in the case of
        any other Approved Borrower, means the date of the Designation
        Letter of such Approved Borrower) or (if later) on the date such
        Bank becomes a Bank hereunder as provided in Section 12.05(b)
        hereof and on the date of any change in the Applicable Lending
        Office of such Bank, entitled to a complete exemption from
        withholding or deduction by such Borrower of Taxes on all


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<PAGE>     -192-

        interest to be received by such Bank hereunder in respect of the
        Loans made by such Bank to such Borrower, or

            (ii)  to any such Taxes required to be deducted or withheld
        solely by reason of the failure of such Bank to comply with
        applicable certification, information, documentation or other
        reporting requirements concerning the nationality, residence,
        identity or connections with such Borrower's Jurisdiction if such
        compliance is required by treaty, statute or regulation as a
        precondition to relief or exemption from such Taxes.

   For the purposes of this Section 5.06(a), the term "Taxes" shall mean
   with respect to any Borrower all present and future income, stamp,
   registration and other taxes and levies, imposts, deductions, charges,
   compulsory loans and withholdings whatsoever, and all interest,
   penalties or similar amounts with respect thereto, now or hereafter
   imposed, assessed, levied or collected by such Borrower's Jurisdiction
   on or in respect of the Basic Documents, the principal of and interest
   on the Loans and any other amounts payable under any of the Basic
   Documents, the recording, registration, notarization or other
   formalization of any thereof, the enforcement thereof or the
   introduction thereof in any judicial proceedings, or on or in respect
   of any payments of principal, interest, premium, charges, fees or
   other amounts made on, under or in respect of any thereof (excluding,
   however, income or franchise taxes imposed on or measured by the
   overall net income or capital of a Bank (or its Applicable Lending
   Office) by such Borrower's Jurisdiction as a result of such Bank being
   organized under the laws of or resident in such Borrower's
   Jurisdiction or of its Applicable Lending Office being located or
   carrying on business in such Borrower's Jurisdiction).
    
             (b)  Within 30 days after paying any amount to the Agent or
   any Bank from which it is required by law to make any deduction or
   withholding, and within 30 days after it is required by law to remit
   such deduction or withholding to any relevant taxing or other
   authority, the relevant Borrower shall deliver to the Agent for
   delivery to such Bank evidence satisfactory to such Bank of such
   deduction, withholding or payment (as the case may be).

             SECTION 6.  CONDITIONS PRECEDENT.

             6.01  Initial Credit Extension.  The obligation of the Banks
   to make the initial Credit Extension hereunder is subject to the
   receipt by the Agent of the following documents, each of which shall
   be satisfactory to the Agent in form and substance:

             (a)  Certified copies of the charter and by-laws of, and all
        corporate action taken by, the Company approving this Agreement
        and the Notes to be made by the Company, borrowings by the
        Company and the guarantee of the Company set forth in Section 11
        hereof (including, without limitation, a certificate setting
        forth the resolutions of the Board of Directors of the Company
        adopted in respect of the transactions contemplated hereby).



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             (b)  A certificate of the Company in respect of each of the
        officers (i) who is authorized to sign this Agreement, the Notes,
        Money Market Quote Requests, Designation Letters and Termination
        Letters, together with specimen signatures, and (ii) who will,
        until replaced by another officer or officers duly authorized for
        that purpose, act as its representative for the purposes of
        signing documents and giving notices and other communications in
        connection herewith and with the Notes and the transactions
        contemplated hereby and thereby.  The Agent and each Bank may
        conclusively rely on such certificate until they receive notice
        in writing from the Company to the contrary.

             (c)  An opinion of Schiff, Hardin & Waite, special Illinois
        counsel to the Company substantially in the form of Exhibit B-1
        hereto (and the Company hereby instructs such counsel to deliver
        such opinion to the Banks and the Agent); and an opinion of Dale
        L. Matschullat, Esq., general counsel to the Company,
        substantially in the form of Exhibit B-2 hereto (and the Company
        hereby instructs such counsel to deliver such opinion to the
        Banks and the Agent).

             (d)  An opinion of Milbank, Tweed, Hadley & McCloy, special
        New York counsel to the Banks and the Agent, substantially in the
        form of Exhibit C hereto.

             (e)  A Syndicated Note and a Money Market Note for each Bank
        duly completed and executed by the Company.

             6.02  Initial Credit Extension to any Approved Borrower. 
   The obligation of the Banks to make the initial Credit Extension
   hereunder to any Approved Borrower (including, without limitation, any
   Approved Borrower designated pursuant to Section 2.04(b) hereof) is
   subject to the receipt by the Agent of the following documents, each
   of which shall be satisfactory to the Agent in form and substance:

             (a)  Certified copies of the charter and by-laws (as
        applicable) of such Approved Borrower and all corporate action
        taken by such Approved Borrower approving the Designation Letter
        of such Approved Borrower, this Agreement and the Notes to be
        made by such Approved Borrower and borrowings by such Approved
        Borrower (including, without limitation, a certificate setting
        forth the resolutions of the Board of Directors of such Approved
        Borrower adopted in respect of the transactions contemplated
        hereby and thereby).

             (b)  A certificate of such Approved Borrower in respect of
        each of the officers and/or directors (i) who is authorized to
        sign the Designation Letter, Notes and Termination Letter (if
        any) of such Approved Borrower, together with specimen
        signatures, and (ii) who will, until replaced by another officer
        or director duly authorized for that purpose, act as its
        representative for the purposes of signing documents and giving
        notices and other communications in connection herewith and with
        the Notes of such Approved Borrower and the transactions
        contemplated hereby and thereby.  The Agent and each Bank may

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<PAGE>     -194-

        conclusively rely on such certificate until they receive notice
        in writing from such Approved Borrower to the contrary.

             (c)  A Syndicated Note and a Money Market Note for each
        Bank, duly completed and executed by such Approved Borrower.

             (d)  Such other documents as the Agent or any Bank or
        special New York counsel to the Banks and the Agent may
        reasonably request.

             6.03  Initial and Subsequent Credit Extensions.  The
   obligation of any Bank to make any Credit Extension hereunder
   (including, without limitation, the initial Credit Extension
   hereunder) is subject to the further conditions precedent that, as of
   the date of such Credit Extension and after giving effect thereto and
   the intended use thereof:

             (a)  no Default shall have occurred and be continuing; and

             (b)  the representations and warranties made by the Company
        and, in the case of a Credit Extension to any Approved Borrower,
        such Approved Borrower in Section 7 hereof shall be true on and
        as of the date of such Credit Extension with the same force and
        effect as if made on and as of such date (or, if any such
        representation or warranty is expressly stated to have been made
        as of a specific date, as of such specific date).

   Each notice of borrowing by the Company hereunder (whether on its own
   behalf or on behalf of any other Borrower) shall constitute a
   certification by the Company to the effect set forth in the preceding
   sentence (both as of the date of such notice and, unless the Company
   otherwise notifies the Agent prior to the date of such Credit
   Extension, as of the date of such Credit Extension).

             SECTION 7.  REPRESENTATIONS AND WARRANTIES.  The Company
   represents and warrants to the Banks that:

             Part A.  Representations and Warranties of the Company.

             7.01  Corporate Existence.  Each of the Company and its
   Significant Subsidiaries:  (a) is a corporation duly organized and
   validly existing under the laws of the jurisdiction of its
   incorporation; (b) has all requisite corporate power, and has all
   material governmental licenses, authorizations, consents and
   approvals, necessary to own its assets and carry on its business as
   now being or as proposed to be conducted; and (c) is qualified to do
   business in all jurisdictions in which the nature of the business
   conducted by it makes such qualification necessary except where
   failure so to qualify would not have a material adverse effect on the
   consolidated financial condition, operations, business or prospects of
   the Company and its Subsidiaries (taken as a whole).





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<PAGE>     -195-

             7.02  Financial Condition.

             (a)  The consolidated balance sheet of the Company and its
   Subsidiaries as at December 31, 1994 and the related consolidated
   statements of income, cash flows and stockholders' equity of the
   Company and its Subsidiaries for the fiscal year ended on said date,
   with the opinion thereon of Arthur Andersen & Co., heretofore
   furnished to each of the Banks, are complete and correct and fairly
   present the consolidated financial condition of the Company and its
   Subsidiaries as at said date and the consolidated results of their
   operations for the fiscal year ended on said date, all in accordance
   with generally accepted accounting principles.  Neither the Company
   nor any of its Subsidiaries had on said date any material contingent
   liabilities, material liabilities for taxes, material unusual forward
   or long-term commitments or material unrealized or anticipated losses
   from any unfavorable commitments, except as referred to or reflected
   or provided for in said balance sheet as at said date.

             (b)  The consolidated balance sheet of the Company and its
   Subsidiaries as at March 31, 1995 and the related consolidated
   statements of income, cash flows and stockholders' equity of the
   Company and its Subsidiaries for the fiscal quarter ended on said
   date, heretofore furnished to each of the Banks, are complete and
   correct and fairly present the consolidated financial condition of the
   Company and its Subsidiaries as at said date and the consolidated
   results of their operations for the fiscal quarter ended on said date,
   all in accordance with generally accepted accounting principles. 
   Neither the Company nor any of its Subsidiaries had on said date any
   material contingent liabilities, material liabilities for taxes,
   material unusual forward or long-term commitments or material
   unrealized or anticipated losses from any unfavorable commitments,
   except as referred to or reflected or provided for in said balance
   sheet as at said date.  

             (c)  Since December 31, 1994, there has been no material
   adverse change in the consolidated financial condition, operations,
   business or prospects of the Company and its Subsidiaries (taken as a
   whole).

             7.03  Litigation.  To the best knowledge and belief of the
   Company, there are no legal or arbitral proceedings or any proceedings
   by or before any governmental or regulatory authority or agency, now
   pending or (to the knowledge of the Company) threatened against the
   Company or any of its Subsidiaries which could reasonably be expected
   to have a Material Adverse Effect.

             7.04  No Breach.  None of the making or performance of this
   Agreement or the Notes, or the consummation of the transactions herein
   or therein contemplated, will conflict with or result in a breach of,
   or require any consent under, the charter or by-laws of the Company or
   any applicable law or regulation, or any order, writ, injunction or
   decree of any court or governmental authority or agency, or any
   agreement or instrument to which the Company or any of its
   Subsidiaries is a party or by which any of them is bound or to which
   any of them is subject, or constitute a default under any such

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<PAGE>     -196-

   agreement or instrument, or constitute a tortious interference with
   any agreement, or result in the creation or imposition of any Lien
   upon any of the revenues or assets of the Company or any of its
   Subsidiaries pursuant to the terms of any such agreement or
   instrument.

             7.05  Corporate Action.  The Company has all necessary
   corporate power and authority to make and perform its obligations
   under this Agreement and the Notes of the Company; the making and
   performance of this Agreement and the Notes of the Company by the
   Company have been duly authorized by all necessary corporate action on
   the part of the Company; and this Agreement has been duly and validly
   executed and delivered by the Company and constitutes, and each of the
   Notes of the Company when executed and delivered by the Company for
   value will constitute, its legal, valid and binding obligation,
   enforceable in accordance with their respective terms, except to the
   extent that such enforcement may be limited by applicable bankruptcy,
   insolvency or other similar laws affecting the enforcement of
   creditors' rights generally.

             7.06  Approvals.  No authorizations, approvals or consents
   of, and no filings or registrations with, any governmental or
   regulatory authority or agency are necessary for the execution,
   delivery or performance by the Company of this Agreement or the Notes
   of the Company or for the validity or enforceability of any thereof.

             7.07  Use of Credit.  Neither the Company nor any of its
   Subsidiaries is engaged principally, or as one of its important
   activities, in the business of extending credit for the purpose,
   whether immediate, incidental or ultimate, of buying or carrying
   margin stock (within the meaning of Regulation U or X of the Board of
   Governors of the Federal Reserve System), and no part of the proceeds
   of any Credit Extension hereunder will be used in a manner that will
   cause the Company to violate said Regulation X or any Bank to violate
   said Regulation U.

             7.08  ERISA.  Each of the Company and each ERISA Affiliate
   has fulfilled its obligations under the minimum funding standards of
   ERISA and the Code with respect to each of its Plans and is (and to
   the best of its knowledge in the case of any Multiemployer Plan is) in
   compliance in all material respects with the presently applicable
   provisions of ERISA and the Code, and has not incurred any liability
   on account of the termination of any of its Plans to the PBGC or any
   of its Plans and has not incurred any withdrawal liability to any
   Multiemployer Plan.

             7.09  Credit Agreements.  Schedule I hereto is a complete
   and correct list, as of the date of this Agreement, of each credit
   agreement, loan agreement, indenture, purchase agreement, Guarantee or
   other arrangement (other than a letter of credit) providing for or
   otherwise relating to any extension of credit (or commitment for any
   extension of credit) to, or Guarantee by, the Company or any
   Subsidiary of any of them the aggregate principal or face amount of
   which equals or exceeds (or may equal or exceed) $1,000,000 and the
   aggregate principal or face amount outstanding or which may become

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<PAGE>     -197-

   outstanding under each such arrangement is correctly described in said
   Schedule I.

             7.10  Hazardous Materials.  The Company and each of its
   Subsidiaries have obtained all permits, licenses and other
   authorizations that are required under all Environmental Laws, except
   to the extent failure to have any such permit, license or
   authorization would not have a Material Adverse Effect.  The Company
   and each of its Subsidiaries are in compliance with the terms and
   conditions of all such permits, licenses and authorizations, and are
   also in compliance with all other limitations, restrictions,
   conditions, standards, prohibitions, requirements, obligations,
   schedules and timetables contained in any applicable Environmental Law
   or in any regulation, code, plan, order, decree, judgment, injunction,
   notice or demand letter issued, entered, promulgated or approved
   thereunder, except to the extent failure to comply would not have a
   Material Adverse Effect.  Except as heretofore disclosed to the Banks,
   there have been no environmental investigations, studies, audits,
   tests, reviews or other analyses conducted by or that are in the
   possession of the Company or any of its Subsidiaries with respect to
   any property or facility now or previously owned or leased by the
   Company or any of its Environmental Affiliates which reveal facts or
   circumstances that could reasonably be expected to have a Material
   Adverse Effect.

             7.11  Taxes.  The Company and its Subsidiaries are members
   of an affiliated group of corporations filing consolidated returns for
   Federal income tax purposes, of which the Company is the "common
   parent" (within the meaning of Section 1504 of the Code) of such
   group.  The Company and its Subsidiaries have filed all Federal income
   tax returns and all other material tax returns and information
   statements that are required to be filed by them and have paid all
   taxes due pursuant to such returns or pursuant to any assessment
   received by the Company or any of its Subsidiaries.  The charges,
   accruals and reserves on the books of the Company and its Subsidiaries
   in respect of taxes and other governmental charges are, in the opinion
   of the Company, adequate.  The United States Federal income tax
   returns of the Company and its Subsidiaries have been examined and/or
   closed through the fiscal years of the Company and its Subsidiaries
   ended on or before December 31, 1985.  The Company has not given or
   been requested to give a waiver of the statute of limitations relating
   to the payment of Federal, state, local and foreign taxes or other
   impositions except that with respect to the Company's 1986 and 1987
   tax years there has been an extension in the statute of limitations
   relating to the payment of Federal taxes through December 31, 1993 and
   with respect to the Company's 1988 and 1989 tax years there has been
   such an extension through September 15, 1994.

             7.12  True and Complete Disclosure.  The information,
   reports, financial statements, exhibits and schedules furnished in
   writing by or on behalf of the Company to the Banks in connection with
   the negotiation, preparation or delivery of this Agreement or included
   herein or delivered pursuant hereto, when taken as a whole do not
   contain any untrue statement of material fact or omit to state any
   material fact necessary to make the statements herein or therein, in

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<PAGE>     -198-

   light of the circumstances under which they are made, not misleading. 
   All written information furnished after the date hereof by the Company
   and its Subsidiaries to the Banks in connection with this Agreement
   and the transactions contemplated hereby will be true, complete and
   accurate in every material respect, or (in the case of projections)
   based on reasonable estimates, on the date as of which such
   information is stated or certified.  There is no fact known to the
   Company that could reasonably be expected to have a Material Adverse
   Effect that has not been disclosed herein or in a report, financial
   statement, exhibit, schedule, disclosure letter or other writing
   furnished to the Banks for use in connection with the transactions
   contemplated hereby.

             7.13  Subsidiaries.  Set forth in Schedule III hereto is a
   complete and correct list, as of the date of this Agreement, of all of
   the Subsidiaries of the Company, together with, for each such
   Subsidiary, (i) the jurisdiction of organization of such Subsidiary,
   (ii) each Person holding ownership interests in such Subsidiary and
   (iii) the nature of the ownership interests held by each such Person
   and the percentage of ownership of such Subsidiary represented by such
   ownership interests.  Except as disclosed in Schedule III hereto, (x)
   each of the Company and its Subsidiaries owns, free and clear of
   Liens, and has the unencumbered right to vote, all outstanding
   ownership interests in each Person shown to be held by it in Schedule
   III hereto and (y) all of the issued and outstanding capital stock of
   each such Person organized as a corporation is validly issued, fully
   paid and nonassessable.

             7.14  Compliance with Law.  As of the date of this
   Agreement, the Company and its Subsidiaries are in material compliance
   with all applicable laws and regulations, except to the extent that
   failure to comply therewith would not have a Material Adverse Effect.

             Part B.   Representations and Warranties of the Approved
   Borrowers.  Each Approved Borrower represents and warrants to the
   Banks that:

             7.15  Corporate Existence.  Such Approved Borrower:  (a) is
   a corporation duly organized and validly existing under the laws of
   the jurisdiction of its incorporation; (b) has all requisite corporate
   power, and has all material governmental licenses, authorizations,
   consents and approvals, necessary to own its assets and carry on its
   business as now being or as proposed to be conducted; and (c) is
   qualified to do business in all jurisdictions in which the nature of
   the business conducted by it makes such qualification necessary except
   where failure so to qualify would not have a material adverse effect
   on the consolidated financial condition, operations, business or
   prospects of such Approved Borrower and its Subsidiaries (taken as a
   whole).

             7.16  No Breach.  None of the making or performance of the
   Designation Letter of such Approved Borrower, this Agreement or the
   Notes of such Approved Borrower, or the consummation of the
   transactions herein or therein contemplated, will conflict with or
   result in a breach of, or require any consent under, the charter or

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<PAGE>



   
<PAGE>     -199-

   by-laws of such Approved Borrower or any applicable law or regulation,
   or any order, writ, injunction or decree of any court or governmental
   authority or agency, or any agreement or instrument to which such
   Approved Borrower or any of its Subsidiaries is a party or by which
   any of them is bound or to which any of them is subject, or constitute
   a default under any such agreement or instrument, or constitute a
   tortious interference with any agreement, or result in the creation or
   imposition of any Lien upon any of the revenues or assets of such
   Approved Borrower or any of its Subsidiaries pursuant to the terms of
   any such agreement or instrument.

             7.17  Corporate Action.  Such Approved Borrower has all
   necessary corporate power and authority to make and perform its
   obligations under the Designation Letter of such Approved Borrower,
   this Agreement and the Notes of such Approved Borrower and to borrow
   hereunder; the making and performance of the Designation Letter of
   such Approved Borrower, this Agreement and the Notes of such Approved
   Borrower and the borrowing by such Approved Borrower hereunder have
   been duly authorized by all necessary corporate action on its part;
   and the Designation Letter of such Approved Borrower and this
   Agreement constitute, and the Notes of such Approved Borrower when
   executed and delivered by such Approved Borrower for value will
   constitute, its legal, valid and binding obligation, enforceable in
   accordance with their respective terms, except to the extent that such
   enforcement may be limited by applicable bankruptcy, insolvency or
   other similar laws affecting the enforcement of creditors' rights
   generally.

             7.18  Approvals.  No authorizations, approvals or consents
   of, and no filings or registrations with, any governmental or
   regulatory authority or agency which have not been obtained are
   necessary for the execution, delivery or performance by such Approved
   Borrower of the Designation Letter of such Approved Borrower, this
   Agreement or the Notes of such Approved Borrower or for the validity
   or enforceability of any thereof or for the borrowing by such Approved
   Borrower hereunder.

             7.19  Taxes on Payments of Approved Borrowers.  Except as
   disclosed to the Agent and the Banks by the Company prior to the
   delivery of the Designation Letter of such Approved Borrower, as of
   the date of such Designation Letter (a) there are no Taxes of such
   Approved Borrower's Jurisdiction imposed by or in the nature of
   withholding or otherwise, which are imposed on any payment to be made
   by such Approved Borrower pursuant hereto or on the Notes of such
   Approved Borrower, or are imposed on or by virtue of the execution,
   delivery or enforcement of the Designation Letter of such Approved
   Borrower, this Agreement or the Notes of such Approved Borrower, (b)
   such Approved Borrower is permitted to make payments pursuant to this
   Agreement and the Notes free and clear of all such Taxes and (c) any
   exemption from the withholding of such Taxes that would, but for the
   existence of the Guarantee of the Company under Section 11 hereof, be
   available under a tax treaty to which the Borrower's Jurisdiction and
   the jurisdiction of the organization of any Bank are parties will not
   be made unavailable by the existence of such Guarantee of the Company.


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<PAGE>     -200-

             7.20  Choice of Law.  In any action or proceeding in any
   court of or in such Approved Borrower's Jurisdiction arising out of or
   relating to this Agreement, the Designation Letter of such Approved
   Borrower or the Notes of such Approved Borrower, such court would
   recognize and give effect to the first sentence of Section 12.09(a)
   hereof.

             7.21  Process Agent; Etc.  The appointment of the Company as
   Process Agent by such Approved Borrower under Section 12.09(a) hereof
   and under the Designation Letter of such Approved Borrower is a valid
   appointment and the empowerment in such Approved Borrower's
   Designation Letter of the Company to act as such Approved Borrower's
   representative and attorney-in-fact for the purposes of signing
   documents and giving and receiving notices (including notices of
   borrowing under Section 2 hereof) and for the purposes of modifying or
   amending any provision of this Agreement is a valid and binding
   empowerment.

             7.22  Qualification to Do Business.  It is not necessary
   under the laws of such Approved Borrower's Jurisdiction (i) in order
   to enable the Agent or any Bank to enforce its rights against such
   Approved Borrower under this Agreement or the Notes of such Approved
   Borrower, or (ii) by reason of the execution, delivery or performance
   of the Designation Letter of such Approved Borrower, this Agreement or
   the Notes of such Approved Borrower, that the Agent or any Bank should
   be licensed, qualified or entitled to carry on business in such
   Approved Borrower's Jurisdiction.  

             7.23  Doing Business, Etc.  Neither the Agent nor any Bank
   is or will be deemed to be resident, domiciled, carrying on business
   or, except as disclosed to the Agent and the Banks by the Company
   prior to the delivery of the Designation Letter of such Approved
   Borrower, subject to Taxes of such Approved Borrower's Jurisdiction
   solely by reason of the execution, delivery, performance or
   enforcement of this Agreement, the Designation Letter of such Approved
   Borrower or the Notes of such Approved Borrower.

             7.24  Immunity.  Neither such Approved Borrower nor any of
   its Property has any immunity (sovereign or otherwise) from
   jurisdiction of any court of or in such Approved Borrower's
   Jurisdiction or from set-off or from any legal process (whether
   through service or notice, attachment prior to judgment, attachment in
   aid of execution, execution or otherwise) under the laws of such
   Approved Borrower's Jurisdiction.  

             7.25  Stamp Taxes.  To ensure the legality, validity,
   enforceability or admissibility in evidence in such Approved
   Borrower's Jurisdiction of this Agreement, the Designation Letter of
   such Approved Borrower or the Notes of such Approved Borrower, it is
   not necessary that this Agreement, such Designation Letter or such
   Notes or any other document be filed or recorded with any court or
   other authority in such Approved Borrower's Jurisdiction or that any
   stamp or similar tax be paid on or in respect of this Agreement, such
   Designation Letter or such Notes, or any other document other than


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<PAGE>     -201-

   such filings and recordations that have already been made and such
   stamp or similar taxes that have already been paid.

             7.26  Legal Form.  Each of this Agreement, the Designation
   Letter of such Approved Borrower and the Notes of such Approved
   Borrower is in proper legal form under the laws of such Approved
   Borrower's Jurisdiction for the enforcement thereof against such
   Approved Borrower.

             7.27  No Insolvency.  No event of the type referred to in
   clause (e), (f) or (g) of Section 9 hereof has occurred with respect
   to such Approved Borrower. 

             SECTION 8.  COVENANTS OF THE COMPANY.  The Company agrees
   that, so long as any of the Commitments are in effect and until
   payment in full of all Loans hereunder, all interest thereon and all
   other amounts payable by each Borrower hereunder:

             8.01  Financial Statements.  The Company shall deliver to
   each of the Banks:

             (a)  as soon as available and in any event within 60 days
        after the end of each of the fiscal quarterly periods of each
        fiscal year of the Company, consolidated statements of income,
        cash flows and stockholders' equity of the Company and its
        Subsidiaries for such period and for the period from the
        beginning of the respective fiscal year to the end of such
        period, and the related consolidated balance sheet as at the end
        of such period, setting forth in each case in comparative form
        the corresponding figures for the corresponding period in the
        preceding fiscal year, and accompanied by a certificate of a
        senior financial officer of the Company, which certificate shall
        state that said financial statements fairly present the
        consolidated financial condition and results of operations of the
        Company and its Subsidiaries, in accordance with generally
        accepted accounting principles, as at the end of (and for) such
        period (subject to normal year-end audit adjustments).

             (b)  as soon as available and in any event within 90 days
        after the end of each fiscal year of the Company, consolidated
        statements of income, cash flows and stockholders' equity of the
        Company and its Subsidiaries for such year and the related
        consolidated balance sheet as at the end of such year, setting
        forth in each case in comparative form the corresponding figures
        for the preceding fiscal year, and accompanied by an opinion
        thereon of independent certified public accountants of recognized
        national standing, which opinion shall state that said financial
        statements fairly present the consolidated financial condition
        and results of operations of the Company and its Subsidiaries, in
        accordance with generally accepted accounting principles, as at
        the end of (and for) such fiscal year, and a certificate of such
        accountants stating that, in making the examination necessary for
        their opinion, they obtained no knowledge, except as specifically
        stated, of any Default.


                              CREDIT AGREEMENT
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<PAGE>     -202-

             (c)  promptly upon their becoming available, copies of all
        registration statements and regular periodic reports, if any,
        which the Company shall have filed with the Securities and
        Exchange Commission (or any governmental agency substituted
        therefor) or any national securities exchange.

             (d)  promptly upon the mailing thereof to the shareholders
        of the Company generally, copies of all financial statements,
        reports and proxy statements so mailed.

             (e)  as soon as possible, and in any event within ten days
        after the Company knows or has reason to know that any of the
        events or conditions specified below with respect to any Plan or
        Multiemployer Plan of the Company have occurred or exist, a
        statement signed by a senior financial officer of the Company
        setting forth details respecting such event or condition and the
        action, if any, which the Company or any ERISA Affiliate proposes
        to take with respect thereto (and a copy of any report or notice
        required to be filed with or given to PBGC by the Company or such
        ERISA Affiliate with respect to such event or condition):

                  (i)  any reportable event, as defined in
             Section 4043(b) of ERISA and the regulations issued
             thereunder, with respect to a Plan, as to which PBGC has not
             by regulation waived the requirement of Section 4043(a) of
             ERISA that it be notified within 30 days of the occurrence
             of such event (provided that a failure to meet the minimum
             funding standard of Section 412 of the Code or Section 302
             of ERISA shall be a reportable event regardless of the
             issuance of any waivers in accordance with Section 412(d) of
             the Code);

                 (ii)  the filing under Section 4041 of ERISA of a notice
             of intent to terminate any Plan or the termination of any
             Plan if at the date of such filing or termination the fair
             market value of the assets of such Plan, as determined by
             the Plan's independent actuaries, is exceeded by the present
             value as determined by such actuaries as of such date, of
             benefit commitments under such Plan by more than $1,000,000
             (including any prior terminations subject to this
             provision);

                (iii)  the institution by PBGC of proceedings under
             Section 4042 of ERISA for the termination of, or the
             appointment of a trustee to administer, any Plan of the
             Company, of the receipt by the Company or any
             ERISA Affiliate of a notice from a Multiemployer Plan that
             such action has been taken by PBGC with respect to such
             Multiemployer Plan;

                 (iv)  the complete or partial withdrawal by the Company
             or any ERISA Affiliate under Section 4201 or 4204 of ERISA
             from a Multiemployer Plan causing any withdrawal liability
             in excess of $500,000 (including any prior withdrawals
             subject to this provision), or the receipt by the Company or

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<PAGE>     -203-

             any ERISA Affiliate of notice from a Multiemployer Plan that
             it is in reorganization or insolvency pursuant to
             Section 4241 or 4245 of ERISA or that it intends to
             terminate or has terminated under Section 4041A of ERISA;
             and 

                  (v)  the institution of a proceeding by a fiduciary of
             any Multiemployer Plan against the Company or any ERISA
             Affiliate to enforce Section 515 of ERISA, which proceeding
             is not dismissed within 30 days.

             (f)  promptly after the Company knows or has reason to know
        that any Default has occurred, a notice of such Default,
        describing the same in reasonable detail.

             (g)  from time to time such other information regarding the
        business, affairs or financial condition of the Company or any of
        its Subsidiaries (including, without limitation, any Plan or
        Multiemployer Plan and any reports or other information required
        to be filed under ERISA) as any Bank or the Agent may reasonably
        request.

   The Company will furnish to each Bank, at the time it furnishes each
   set of financial statements pursuant to paragraph (a) or (b) above, a
   certificate of a senior financial officer of the Company (i) to the
   effect that no Default has occurred and is continuing (or, if any
   Default has occurred and is continuing, describing the same in
   reasonable detail) and (ii) setting forth in reasonable detail the
   computations necessary to determine whether the Company is in
   compliance with Sections 8.06, 8.07(a)(vii), 8.08(xiii), 8.10 and 8.11
   hereof as of the end of the respective fiscal quarter or fiscal year.

             8.02  Litigation.  The Company shall promptly give to each
   Bank notice of all legal or arbitral proceedings, and of all
   proceedings before any governmental or regulatory authority or agency,
   instituted, or (to the knowledge of the Company) threatened, against
   the Company or any of its Subsidiaries which could reasonably be
   expected to have a Material Adverse Effect.

             8.03  Corporate Existence, Etc.  The Company shall, and
   shall cause each of its Significant Subsidiaries to:  preserve and
   maintain its corporate existence and all its material rights,
   privileges and franchises (except as otherwise expressly permitted
   under Section 8.07 hereof); comply with the requirements of all
   applicable laws, rules, regulations and orders of governmental or
   regulatory authorities if failure to comply with such requirements
   would have a Material Adverse Effect; pay and discharge all taxes,
   assessments and governmental charges or levies imposed on it or on its
   income or profits or on any of its property prior to the date on which
   penalties attach thereto, except for any such tax, assessment, charge
   or levy the payment of which is being contested in good faith and by
   proper proceedings and against which adequate reserves are being
   maintained; maintain all its properties used or useful in its business
   in good working order and condition, ordinary wear and tear excepted;
   and permit representatives of any Bank or the Agent, during normal

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<PAGE>     -204-

   business hours, to examine, copy and make extracts from its books and
   records, to inspect its properties, and to discuss its business and
   affairs with its officers, all to the extent reasonably requested by
   such Bank or the Agent (as the case may be).

             8.04  Insurance.  The Company shall, and shall cause each of
   its Subsidiaries to, keep insured by financially sound and reputable
   insurers all property of a character usually insured by corporations
   engaged in the same or similar business similarly situated against
   loss or damage of the kinds and in the amounts customarily insured
   against by such corporations and carry such other insurance as is
   usually carried by such corporations.

             8.05  Use of Proceeds.  The proceeds of the Credit
   Extensions hereunder will be used solely for general corporate
   purposes, including (without limitation) commercial paper back-up and
   acquisitions (each of which uses shall be in compliance with all
   applicable legal and regulatory requirements, including, without
   limitation, Regulations G, U and X of the Board of Governors of the
   Federal Reserve System and the Securities Act of 1933, as amended, and
   the Securities Exchange Act of 1934, as amended, and the rules and
   regulations thereunder).  The Company will not permit more than 25% of
   the value (as determined by any reasonable method) of its assets, nor
   more than 25% of the value (as determined by any reasonable method) of
   the assets of the Company and its Subsidiaries, to be represented by
   margin stock (within the meaning of Regulation U of the Board of
   Governors of the Federal Reserve System).

             8.06  Indebtedness.  The Company will not, nor will it
   permit any of its Subsidiaries to, incur, assume or suffer to exist
   obligations in respect of standby and performance letters of credit in
   an aggregate amount exceeding 5% of Total Consolidated Assets at any
   one time outstanding.  The Company will not permit any of its
   Subsidiaries to create, issue, incur or assume, or suffer to exist,
   any Indebtedness, except:  (i) Indebtedness existing on the date
   hereof, but not any renewals, extensions or refinancings of the same;
   (ii) Indebtedness owing to the Company; (iii) Indebtedness of any
   Person that becomes a Subsidiary of the Company after the date hereof
   so long as such Indebtedness exists at the time such Person becomes
   such a Subsidiary and was not incurred in anticipation thereof;
   (iv) Capital Lease Obligations in an aggregate amount not to exceed an
   amount equal to 5% of Total Consolidated Assets at any one time
   outstanding; (v) Indebtedness in respect of Syndicated Loans under
   this Agreement; (vi) Indebtedness in respect of Syndicated Loans (as
   defined in the Other Agreement) under the Other Agreement; and
   (vii) additional Indebtedness in an aggregate amount not to exceed an
   amount equal to 10% of Total Consolidated Assets at any one time
   outstanding.

             8.07  Fundamental Changes.

             (a)  The Company will not, and will not permit any of its
   Subsidiaries to, be a party to any merger or consolidation, and the
   Company will not, and will not permit any of its Subsidiaries or
   operating divisions (whether now owned or existing or hereafter

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<PAGE>     -205-

   acquired or designated) to, (x) sell, assign, lease or otherwise
   dispose of all or substantially all of its Property whether now owned
   or hereafter acquired or (y) sell, assign or otherwise dispose of any
   capital stock of any such Subsidiary, or permit any such Subsidiary to
   issue any capital stock, to any Person other than the Company or any
   of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Company
   does not own, directly or indirectly, a majority of the capital stock
   of such Subsidiary ("Controlling Stock Disposition"); except that, so
   long as both before and after giving effect thereto no Default shall
   have occurred and be continuing:

             (i)  the Company or any Subsidiary of the Company may be a
        party to any merger or consolidation if it shall be the surviving
        corporation;

            (ii)  any such Subsidiary may be a party to any merger or
        consolidation with another such Subsidiary (or with any Person
        that becomes another such Subsidiary as a result of such merger
        or consolidation);

           (iii)  any such Subsidiary may merge into, and any such
        Subsidiary or operating division may transfer any Property to,
        the Company;

            (iv)  any such Subsidiary or operating division may transfer
        any Property to another such Subsidiary or operating division (or
        to any Person that becomes as part of such transfer another such
        Subsidiary or operating division);

             (v)  [Intentionally Omitted];

            (vi)  the Company, any such Subsidiary or operating division
        may sell, assign, lease or otherwise dispose of any Non-Strategic
        Property; and

           (vii)  the Company or any such Subsidiary or operating
        division may make sales, assignments and other dispositions of
        Property (including Controlling Stock Dispositions) and any such
        Subsidiary may become a party to a merger or consolidation (each
        such sale, assignment, disposition, Controlling Stock
        Disposition, merger or consolidation, other than those described
        in clauses (i) through (vi) hereof, a "Disposition") if the
        Property that was the subject of any such Disposition, together
        with the Property that was the subject of all Dispositions during
        the Disposition Period for such Disposition, did not produce
        revenue that was greater in amount than an amount equal to 10% of
        the revenue of the Company and its Subsidiaries (determined on a
        consolidated basis without duplication in accordance with GAAP)
        for the twelve-month period ending on the Determination Date for
        such Disposition (for which purpose, a Controlling Stock
        Disposition with respect to any such Subsidiary shall be deemed
        to be the disposition of Property of such Subsidiary that
        produced all of the revenues of such Subsidiary).


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             (b)  Notwithstanding anything in clauses (i)-(vii) of
   Section 8.07(a) hereof to the contrary:

             (i)  the Company will not, and will not permit any of its
        Subsidiaries or operating divisions (whether now owned or
        existing or hereafter acquired or designated) to, sell, lease,
        assign, transfer or otherwise dispose of (whether in one
        transaction or in a series of transactions) any of its Property
        (whether now owned or hereafter acquired) if such sale,
        assignment, lease or other disposition (whether in one
        transaction or in a series of transactions) shall have a Material
        Adverse Effect; and

            (ii)  no Wholly-Owned Subsidiary of the Company shall be a
        party to any merger or consolidation with, or shall sell, lease,
        assign, transfer or otherwise dispose of any substantial part of
        its Property to, any Subsidiary of the Company that is not a
        Wholly-Owned Subsidiary of the Company.

             8.08  Liens.  The Company shall not, and shall not permit
   any of its Subsidiaries to, create, assume or suffer to exist any Lien
   upon any of its property or assets, now owned or hereafter acquired,
   securing any Indebtedness or other obligation except:  (i) Liens
   outstanding on the date hereof and listed in Schedule II hereto;
   (ii) Liens for taxes or other governmental charges not yet delinquent;
   (iii) Liens in respect of Property acquired or constructed or improved
   by the Company or any such Subsidiary after the date hereof which
   Liens exist or are created at the time of acquisition or completion of
   construction or improvement of such Property or within six months
   thereafter to secure Indebtedness assumed or incurred to finance all
   or any part of the purchase price or cost of construction or
   improvement of such Property, but any such Lien shall cover only the
   Property so acquired or constructed and any improvements thereto (and
   any real property on which such Property is located); (iv) Liens on
   Property of any corporation that becomes a Subsidiary of the Company
   after the date of this Agreement, provided that such Liens are in
   existence at the time such corporation becomes a Subsidiary of the
   Company and were not created in anticipation thereof; (v) Liens on
   Property acquired after the date hereof, provided that such Liens were
   in existence at the time such Property was acquired and were not
   created in anticipation thereof; (vi) Liens imposed by law, such as
   mechanics, materialmen, landlords, warehousemen and carriers Liens,
   and other similar Liens, securing obligations incurred in the ordinary
   course of business which are not past due for more than thirty days or
   which are being contested in good faith by appropriate proceedings and
   for which appropriate reserves have been established; (vii) Liens
   under workmen's compensation, unemployment insurance, social security
   or similar legislation; (viii) Liens, deposits, or pledges to secure
   the performance of bids, tenders, contracts (other than contracts for
   the payment of money), leases, public or statutory obligations,
   surety, stay, appeal, indemnity, performance or other similar bonds,
   or other similar obligations arising in the ordinary course of
   business; (ix) judgment and other similar Liens arising in connection
   with court proceedings, provided the execution or other enforcement of
   such Liens is effectively stayed and the claims secured thereby are

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<PAGE>     -207-

   being actively contested in good faith and by appropriate proceedings;
   (x) easements, rights-of-way, restrictions and other similar
   encumbrances which, in the aggregate, do not materially interfere with
   the occupation, use and enjoyment by the Company or any such
   Subsidiary of the Property encumbered thereby in the normal course of
   its business or materially impair the value of the Property subject
   thereto; (xi) Liens securing obligations of any such Subsidiary to the
   Company or another Subsidiary of the Company; (xii) Liens securing
   obligations of the Company (in an aggregate amount not exceeding at
   any one time the greater of (a) $175,000,000 and (b) an aggregate
   amount equal to 75% of the sum of (i) the book value of the accounts
   receivable of the Company and its Subsidiaries plus (ii) the unpaid
   amount of all accounts receivable that, but for the sale of such
   accounts receivable pursuant to the Receivable Sales Agreements, would
   have been reflected in accounts receivable on a consolidated balance
   sheet of the Company and its Subsidiaries) pursuant to Receivables
   Sale Agreements; and (xiii) other Liens securing Indebtedness in an
   aggregate amount, which together with outstanding obligations referred
   to in clause (xii) above, does not exceed 15% of Total Consolidated
   Assets.

             8.09  Lines of Businesses.  Neither the Company nor any of
   its Subsidiaries shall engage to any significant extent in any line or
   lines of business other than the lines of business in which they are
   engaged on the date hereof and any other line or lines of business
   directly related to the manufacture, distribution and/or sale of
   consumer or industrial products (collectively, "Permitted
   Activities").  Notwithstanding the foregoing, the Company and its
   Subsidiaries may engage in other lines of business as a result of the
   acquisition of any Person primarily engaged in Permitted Activities so
   long as the Company uses its best efforts to come into compliance with
   the first sentence of this Section 8.09 within a reasonable period of
   time after such acquisition.

             8.10  Interest Coverage Ratio.  The Company shall cause the
   Interest Coverage Ratio, for any fiscal quarter of the Company, to be
   greater than 3.0 to 1.

             8.11  Total Indebtedness to Total Capital.  The Company
   shall not permit the ratio of Total Indebtedness to Total Capital at
   any time to be greater than .50 to 1.

             SECTION 9.  EVENTS OF DEFAULT.  If one or more of the
   following events (herein called "Events of Default") shall occur and
   be continuing:

             (a)  Any Borrower shall default in the payment when due of
        any principal of or interest on any Loan or any other amount
        payable by it hereunder; or

             (b)  The Company or any of its Subsidiaries shall default in
        the payment when due of any principal of or interest on any of
        its other Indebtedness aggregating $10,000,000 or more; or any
        event specified in any note, agreement, indenture or other
        document evidencing or relating to any Indebtedness aggregating

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<PAGE>     -208-

        $20,000,000 or more shall occur if the effect of such event is to
        cause, or (with the giving of any notice or the lapse of time or
        both) to permit the holder or holders of such Indebtedness (or a
        trustee or agent on behalf of such holder or holders) to cause,
        such Indebtedness to become due prior to its stated maturity or
        to permit termination of the commitment to lend pursuant to any
        such instrument or agreement; or

             (c)  Any representation, warranty or certification made or
        deemed made by the Company or any other Borrower herein or in any
        Designation Letter or by the Company or any other Borrower in any
        certificate furnished to any Bank or the Agent pursuant to the
        provisions hereof or thereof, shall prove to have been false or
        misleading as of the time made or furnished in any material
        respect; or

             (d)  The Company shall default in the performance of any of
        its obligations under Section 8.01(f) or 8.05 through 8.11
        (inclusive) hereof; or the Company shall default in the
        performance of any of its other obligations in this Agreement and
        such default shall continue unremedied for a period of 30 days
        after notice thereof to the Company by the Agent or any Bank
        (through the Agent); or

             (e)  The Company or any of its Significant Subsidiaries
        shall admit in writing its inability to, or be generally unable
        to, pay its debts as such debts become due; or

             (f)  The Company or any of its Significant Subsidiaries
        shall (i) apply for or consent to the appointment of, or the
        taking of possession by, a receiver, custodian, trustee or
        liquidator of itself or of all or a substantial part of its
        property, (ii) make a general assignment for the benefit of its
        creditors, (iii) commence a voluntary case under the Bankruptcy
        Code (as now or hereafter in effect), (iv) file a petition
        seeking to take advantage of any other law relating to
        bankruptcy, insolvency, reorganization, winding-up, or
        composition or readjustment of debts, (v) fail to controvert in a
        timely and appropriate manner, or acquiesce in writing to, any
        petition filed against it in an involuntary case under the
        Bankruptcy Code, or (vi) take any corporate action for the
        purpose of effecting any of the foregoing; or

             (g)  A proceeding or case shall be commenced against the
        Company or any of its Significant Subsidiaries without its
        application or consent, in any court of competent jurisdiction,
        seeking (i) its liquidation, reorganization, dissolution or
        winding-up, or the composition or readjustment of its debts,
        (ii) the appointment of a trustee, receiver, custodian,
        liquidator or the like of it or of all or any substantial part of
        its assets, or (iii) similar relief in respect of it under any
        law relating to bankruptcy, insolvency, reorganization,
        winding-up, or composition or adjustment of debts, and such
        proceeding or case shall continue undismissed, or an order,
        judgment or decree approving or ordering any of the foregoing

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<PAGE>     -209-

        shall be entered and continue unstayed and in effect, for a
        period of 60 days; or an order for relief against it shall be
        entered in an involuntary case under the Bankruptcy Code; or

             (h)  A final judgment or judgments for the payment of money
        in excess of $20,000,000 in the aggregate shall be rendered by a
        court or courts against the Company and/or any of its
        Subsidiaries and the same shall not be discharged (or provision
        shall not be made for such discharge), or a stay of execution
        thereof shall not be procured, within 30 days from the date of
        entry thereof and the Company or the relevant Subsidiary shall
        not, within said period of 30 days, or such longer period during
        which execution of the same shall have been stayed, appeal
        therefrom and cause the execution thereof to be stayed during
        such appeal; or

             (i)  An event or condition specified in Section 8.01(e)
        hereof shall occur or exist with respect to any Plan or Multi-
        employer Plan of the Company and, as a result of such event or
        condition, together with all other such events or conditions, the
        Company or any ERISA Affiliate shall incur or in the opinion of
        the Majority Banks shall be reasonably likely to incur a
        liability to a Plan, a Multiemployer Plan or PBGC (or any
        combination of the foregoing) which is, in the determination of
        the Majority Banks, material in relation to the consolidated
        financial position of the Company and its Subsidiaries (taken as
        a whole); or

             (j)  An event of default (under and as defined in the
        Indenture) shall occur and be continuing; or

             (k)  During any period of 25 consecutive calendar months
        (i) individuals who were directors of the Company on the first
        day of such period and (ii) other individuals whose election or
        nomination to the Board of Directors of the Company was approved
        by at least a majority of the individuals referred to in clause
        (i) above and (iii) other individuals whose election or
        nomination to the Board of Directors of the Company was approved
        by at least a majority of the individuals referred to in clauses
        (i) and (ii) above shall no longer constitute a majority of the
        Board of Directors of the Company;

   THEREUPON:  (i) in the case of an Event of Default other than one
   referred to in clause (f) or (g) of this Section 9 in respect of the
   Company or any Approved Borrower, (x) the Agent may and, upon request
   of the Majority Banks, shall, by notice to the Company, cancel the
   Commitments and (y) the Agent may and, upon request of Banks holding
   at least 66-2/3% of the aggregate unpaid principal amount of Loans
   then outstanding shall, by notice to the Company, declare the
   principal amount of and the accrued interest on the Loans, and all
   other amounts payable by the Company or any other Borrower hereunder
   and under the Notes, to be forthwith due and payable, whereupon such
   amounts shall be immediately due and payable without presentment,
   demand, protest or other formalities of any kind, all of which are
   hereby expressly waived by the Company and each other Borrower; and

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<PAGE>     -210-

   (ii) in the case of the occurrence of an Event of Default referred to
   in clause (f) or (g) of this Section 9 in respect of the Company or
   any Approved Borrower, the Commitments shall be automatically
   cancelled and the principal amount then outstanding of, and the
   accrued interest on, the Loans and all other amounts payable by the
   Company or any other Borrower hereunder and under the Notes shall
   become automatically immediately due and payable without presentment,
   demand, protest or other formalities of any kind, all of which are
   hereby expressly waived by the Company and each other Borrower.

             In addition, in the case of the occurrence of any event of
   the type referred to in clause (f) or (g) of this Section 9 in respect
   of any Approved Borrower that is not a Significant Subsidiary, the
   principal amount then outstanding of, and accrued interest on, the
   Loans and other amounts payable by such Approved Borrower hereunder
   and under its Notes shall automatically become immediately due and
   payable without presentment, demand, protest or other formalities of
   any kind, all of which are hereby expressly waived by such Approved
   Borrower and the Company.  

             SECTION 10.  THE AGENT.

             10.01  Appointment, Powers and Immunities.  Each Bank hereby
   irrevocably (but subject to Section 10.08 hereof) appoints and
   authorizes the Agent to act as its agent hereunder with such powers as
   are specifically delegated to the Agent by the terms of this Agreement
   together with such other powers as are reasonably incidental thereto. 
   The Agent (which term as used in this sentence and in Section 10.05
   and the first sentence of Section 10.06 hereof shall include reference
   to its affiliates and its own and its affiliates' officers, directors,
   employees and agents):  (a) shall have no duties or responsibilities
   except those expressly set forth in this Agreement and shall not by
   reason of this Agreement be a trustee for any Bank; (b) shall not be
   responsible to the Banks for any recitals, statements, representations
   or warranties contained in this Agreement or in any certificate or
   other document referred to or provided for in, or received by any of
   them under, this Agreement or for the value, validity, effectiveness,
   genuineness, enforceability or sufficiency of this Agreement, any Note
   or any other document referred to or provided for herein or for any
   failure by the Company or any other Person to perform any of its
   obligations hereunder or thereunder; (c) shall not be required to
   initiate or conduct any litigation or collection proceedings
   hereunder; and (d) shall not be responsible for any action taken or
   omitted to be taken by it hereunder or under any other document or
   instrument referred to or provided for herein or in connection
   herewith, except for its own gross negligence or willful misconduct. 
   The Agent may employ agents and attorneys-in-fact and shall not be
   responsible for the negligence or misconduct of any such agents or
   attorneys-in-fact selected by it with reasonable care.  The Agent may
   deem and treat the payee of any Syndicated Note as the holder thereof
   for all purposes hereof unless and until a written notice of the
   assignment or transfer thereof shall have been filed with the Agent,
   together with the written consent of the Company and the Agent, if
   required, to such assignment or transfer.


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<PAGE>     -211-

             10.02  Reliance by Agent.  The Agent shall be entitled to
   rely upon any certification, notice or other communication (including
   any thereof by telephone, telex, telegram or cable) believed by it to
   be genuine and correct and to have been signed or sent by or on behalf
   of the proper Person or Persons, and upon advice and statements of
   legal counsel, independent accountants and other experts selected by
   the Agent.  As to any matters not expressly provided for by this
   Agreement, the Agent shall in all cases be fully protected in acting,
   or in refraining from acting, hereunder in accordance with
   instructions signed by the Majority Banks, and such instructions of
   the Majority Banks and any action taken or failure to act pursuant
   thereto shall be binding on all the Banks.

             10.03  Defaults.  The Agent shall not be deemed to have
   knowledge of the occurrence of a Default unless the Agent has received
   notice from a Bank or the Company specifying such Default and stating
   that such notice is a "Notice of Default".  In the event that the
   Agent receives such a notice of the occurrence of a Default, the Agent
   shall give prompt notice thereof to the Banks.  The Agent shall
   (subject to Section 10.07 hereof) take such action with respect to
   such Default as shall be directed by the Majority Banks, provided
   that, unless and until the Agent shall have received such directions,
   the Agent may (but shall not be obligated to) take such action, or
   refrain from taking such action, with respect to such Default as it
   shall deem advisable in the best interest of the Banks.

             10.04  Rights as a Bank.  With respect to its Commitment and
   the Loans made by it, Chase (and any successor acting as Agent), in
   its capacity as a Bank hereunder shall have the same rights and powers
   hereunder as any other Bank and may exercise the same as though it
   were not acting as the Agent, and the term "Bank" or "Banks" shall,
   unless the context otherwise indicates, include the Agent in its
   individual capacity.  Chase (and any successor acting as Agent) and
   its affiliates may (without having to account therefor to any Bank)
   accept deposits from, lend money to and generally engage in any kind
   of banking, trust or other business with the Company (and any of its
   affiliates) as if it were not acting as the Agent, and Chase and its
   affiliates may accept fees and other consideration from the Company
   for services in connection with this Agreement or otherwise without
   having to account for the same to the Banks.

             10.05  Indemnification.  The Banks agree to indemnify the
   Agent (to the extent not reimbursed under Section 12.03 hereof, but
   without limiting the obligations of the Company under said
   Section 12.03), ratably in accordance with their respective
   Commitments, for any and all liabilities, obligations, losses,
   damages, penalties, actions, judgments, suits, costs, expenses or
   disbursements of any kind and nature whatsoever which may be imposed
   on, incurred by or asserted against the Agent in any way relating to
   or arising out of this Agreement or any other documents contemplated
   by or referred to herein or the transactions contemplated hereby
   (including, without limitation, the costs and expenses which the
   Company is obligated to pay under Section 12.03 hereof but excluding,
   unless a Default has occurred and is continuing, normal administrative
   costs and expenses incident to the performance of its agency duties

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<PAGE>     -212-

   hereunder) or the enforcement of any of the terms hereof, or of any
   such other documents, provided that no Bank shall be liable for any of
   the foregoing to the extent they arise from the gross negligence or
   willful misconduct of the party to be indemnified.

             10.06  Non-Reliance on Agent and Other Banks.  Each Bank
   agrees that it has, independently and without reliance on the Agent or
   any other Bank, and based on such documents and information as it has
   deemed appropriate, made its own credit analysis of the Company and
   its Subsidiaries and decision to enter into this Agreement and that it
   will, independently and without reliance upon the Agent or any other
   Bank, and based on such documents and information as it shall deem
   appropriate at the time, continue to make its own analysis and
   decisions in taking or not taking action under this Agreement.  The
   Agent shall not be required to keep itself informed as to the
   performance or observance by any Obligor of this Agreement or any
   other document referred to or provided for herein or to inspect the
   properties or books of the Company or any Subsidiary of the Company. 
   Except for notices, reports and other documents and information
   expressly required to be furnished to the Banks by the Agent
   hereunder, the Agent shall not have any duty or responsibility to
   provide any Bank with any credit or other information concerning the
   affairs, financial condition or business of the Company or any
   Subsidiary of the Company (or any of their affiliates) which may come
   into the possession of the Agent or any of its affiliates.

             10.07  Failure to Act.  Except for action expressly required
   of the Agent hereunder the Agent shall in all cases
   be fully justified in failing or refusing to act hereunder unless it
   shall be indemnified to its satisfaction by the Banks against any and
   all liability and expense which may be incurred by it by reason of
   taking or continuing to take any such action.

             10.08  Resignation or Removal of Agent.  Subject to the
   appointment and acceptance of a successor Agent as provided below, the
   Agent may resign at any time by giving notice thereof to the Banks and
   the Company and the Agent may be removed at any time with or without
   cause by the Majority Banks.  Upon any such resignation or removal,
   the Majority Banks shall have the right to appoint a successor Agent. 
   If no successor Agent shall have been so appointed by the Majority
   Banks and shall have accepted such appointment within 30 days after
   the retiring Agent's giving of notice of resignation or the Majority
   Banks' removal of the retiring Agent, then the retiring Agent may, on
   behalf of the Banks, appoint a successor Agent, which shall be a bank
   which has an office in New York, New York with a combined capital and
   surplus of at least $100,000,000.  Upon the acceptance of any
   appointment as Agent hereunder by a successor Agent, such successor
   Agent shall thereupon succeed to and become vested with all the
   rights, powers, privileges and duties of the retiring Agent, and the
   retiring Agent shall be discharged from its duties and obligations
   hereunder.  After any retiring Agent's resignation or removal
   hereunder as Agent, the provisions of this Section 10 shall continue
   in effect for its benefit in respect of any actions taken or omitted
   to be taken by it while it was acting as the Agent.


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             SECTION 11.  GUARANTEE.

             11.01  Guarantee.  The Company hereby guarantees to each
   Bank and the Agent and their respective successors and assigns the
   prompt payment in full when due (whether at stated maturity, by
   acceleration, by optional prepayment or otherwise) of the principal of
   and interest on the Loans made by the Banks to, and the Notes held by
   each Bank of, any Approved Borrower and all other amounts from time to
   time owing to the Banks or the Agent by any Approved Borrower under
   this Agreement pursuant to its Designation Letter and under the Notes,
   in each case strictly in accordance with the terms thereof (such
   obligations being herein collectively called the "Guaranteed
   Obligations").  The Company hereby further agrees that if any Approved
   Borrower shall fail to pay in full when due (whether at stated
   maturity, by acceleration, by optional prepayment or otherwise) any of
   the Guaranteed Obligations, the Company will promptly pay the same,
   without any demand or notice whatsoever, and that in the case of any
   extension of time of payment or renewal of any of the Guaranteed
   Obligations, the same will be promptly paid in full when due (whether
   at extended maturity, by acceleration or otherwise) in accordance with
   the terms of such extension or renewal.

             11.02  Obligations Unconditional.  The obligations of the
   Company hereunder are unconditional irrespective of (a) the value,
   genuineness, validity, regularity or enforceability of any of the
   Guaranteed Obligations, (b) any modification, amendment or variation
   in or addition to the terms of any of the Guaranteed Obligations or
   any covenants in respect thereof or any security therefor, (c) any
   extension of time for performance or waiver of performance of any
   covenant of any Approved Borrower or any failure or omission to
   enforce any right with regard to any of the Guaranteed Obligations,
   (d) any exchange, surrender, release of any other guaranty of or
   security for any of the Guaranteed Obligations, or (e) any other
   circumstance with regard to any of the Guaranteed Obligations which
   may or might in any manner constitute a legal or equitable discharge
   or defense of a surety or guarantor, it being the intent hereof that
   the obligations of the Company hereunder shall be absolute and
   unconditional under any and all circumstances.

             The Company hereby expressly waives diligence, presentment,
   demand, protest, and all notices whatsoever with regard to any of the
   Guaranteed Obligations and any requirement that the Agent or any Bank
   exhaust any right, power or remedy or proceed against any Approved
   Borrower hereunder or under the Designation Letter of such Approved
   Borrower or any Note of such Approved Borrower or any other guarantor
   of or any security for any of the Guaranteed Obligations.

             11.03  Reinstatement.  The guarantee in this Section 11
   shall be automatically reinstated if and to the extent that for any
   reason any payment by or on behalf of any Approved Borrower in respect
   of the Guaranteed Obligations is rescinded or must be otherwise
   restored by any holder(s) of any of the Guaranteed Obligations,
   whether as a result of any proceedings in bankruptcy or reorganization
   or otherwise.


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<PAGE>



   
<PAGE>     -214-

             11.04  Subrogation.  Until the termination of the
   Commitments and the payment in full of the principal of and interest
   on the Loans and all other amounts payable to the Agent or any Bank
   hereunder, the Company hereby irrevocably waives all rights of
   subrogation or contribution, whether arising by operation of law
   (including, without limitation, any such right arising under the
   Federal Bankruptcy Code) or otherwise, by reason of any payment by it
   pursuant to the provisions of this Section 11.

             11.05  Remedies.  The Company agrees that, as between the
   Company on the one hand and the Banks and the Agent on the other hand,
   the obligations of any Approved Borrower guaranteed under this
   Agreement may be declared to be forthwith due and payable, or may be
   deemed automatically to have been accelerated, as provided in Section
   9 hereof, for purposes of Section 11.01 hereof notwithstanding any
   stay, injunction or other prohibition (whether in a bankruptcy
   proceeding affecting such Approved Borrower or otherwise) preventing
   such declaration as against such Approved Borrower and that, in the
   event of such declaration or automatic acceleration such obligations
   (whether or not due and payable by such Approved Borrower) shall
   forthwith become due and payable by the Company for purposes of said
   Section 11.01.

             11.06  Continuing Guarantee.  The guarantee in this Section
   11 is a continuing guarantee and shall apply to all Guaranteed
   Obligations whenever arising.

             SECTION 12.  MISCELLANEOUS.

             12.01  Waiver.  No failure on the part of the Agent or any
   Bank to exercise and no delay in exercising, and no course of dealing
   with respect to, any right, power or privilege under this Agreement,
   any Designation Letter or any Note shall operate as a waiver thereof,
   nor shall any single or partial exercise of any right, power or
   privilege under this Agreement, any Designation Letter or any Note
   preclude any other or further exercise thereof or the exercise of any
   other right, power or privilege.  The remedies provided herein and
   therein are cumulative and not exclusive of any remedies provided by
   law.

             12.02  Notices.  All notices and other communications
   provided for herein (including, without limitation, any modifications
   of, or requests, demands, waivers or consents under, this Agreement)
   shall be given or made by telex, telecopy, telegraph, cable or in
   writing and telexed, telecopied, telegraphed, cabled, mailed or
   delivered to the intended recipient at the "Address for Notices"
   specified below its name on the signature pages hereof; or, as to any
   party, at such other address as shall be designated by such party in a
   notice to each other party.  Except as otherwise provided in this
   Agreement, all such communications shall be deemed to have been duly
   given when transmitted by telex or telecopier, delivered to the
   telegraph or cable office or personally delivered or, in the case of a
   mailed notice, upon receipt, in each case given or addressed as
   aforesaid.  Each Approved Borrower hereby agrees that each notice or
   other communication provided for herein may be furnished to the

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -215-

   Company or by the Company on its behalf in the manner specified above
   and each Approved Borrower further agrees that failure of the Company
   to deliver to such Approved Borrower any notice furnished in
   accordance with this Section 12.02 shall not affect the validity of
   such notice.

             12.03  Expenses, Etc.  The Company agrees to pay or
   reimburse each of the Banks and the Agent for paying:  (a) the
   reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy,
   special New York counsel to the Banks and the Agent, in connection
   with (i) the preparation, execution and delivery of this Agreement,
   the Designation Letters and the Notes, the making of the Loans
   hereunder and (ii) any amendment, modification or waiver (whether or
   not such amendment, modification or waiver shall become effective) of
   any of the terms of this Agreement or any of the Notes; (b) all
   reasonable costs and expenses of the Banks and the Agent (including
   reasonable counsels' fees) in connection with the enforcement of this
   Agreement, any Designation Letter or any of the Notes; and (c) all
   transfer, stamp, documentary or other similar taxes, assessments or
   charges levied by any governmental or revenue authority in respect of
   this Agreement, any Designation Letter, any of the Notes or any other
   document referred to herein.  

             The Company hereby agrees to indemnify the Agent and each
   Bank and their respective directors, officers, employees and agents
   from, and hold each of them harmless against, any and all losses,
   liabilities, claims, damages, costs, expenses, taxes or penalties
   incurred by any of them arising out of, by reason of or as a
   consequence of (i) any representation or warranty made or deemed to be
   made by any Approved Borrower in Part B of Section 7 hereof or in such
   Approved Borrower's Designation Letter proving to have been false or
   misleading as of the time made in any material respect or (ii) any
   investigation or litigation or other proceedings (including any
   threatened investigation or litigation or other proceedings) relating
   to any actual or proposed use by the Company or any Subsidiary of the
   Company of the proceeds of any of the Loans, including, without
   limitation, the reasonable fees and disbursements of counsel incurred
   in connection with any such investigation or litigation or other
   proceedings (but excluding any such losses, liabilities, claims,
   damages, costs, expenses, taxes or penalties incurred by reason of the
   gross negligence or willful misconduct of the Person to be
   indemnified).

             12.04  Amendments, Etc.  Except as otherwise expressly
   provided in this Agreement, any provision of this Agreement may be
   amended or modified only by an instrument in writing signed by the
   Company, the Agent and the Majority Banks, or by the Company, and the
   Agent acting with the consent of the Majority Banks, and any provision
   of this Agreement may be waived by the Majority Banks or by the Agent
   acting with the consent of the Majority Banks; provided that no
   amendment, modification or waiver shall, unless by an instrument
   signed by all of the Banks or by the Agent acting with the consent of
   all of the Banks:  (i) increase or extend the term, or extend the time
   or waive any requirement for the reduction or termination, of the
   Commitments, (ii) extend the date fixed for the payment of any

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -216-

   principal of or interest on any Loan, (iii) reduce the amount of any
   principal of any Loan or the rate at which interest or any fee is
   payable hereunder, (iv) alter the terms of Section 11 hereof or
   release the Company from any of its obligations thereunder, (v) alter
   the terms of this Section 12.04, (vi) amend the definition of the term
   "Majority Banks" or modify in any other manner the number or
   percentage of the Banks required to make any determinations or waive
   any rights hereunder or to modify any provision hereof, (vii) amend
   the definition of the term "Agreed Alternative Currency" or
   (viii) waive any of the conditions precedent set forth in Section 6
   hereof; and provided, further, that any amendment of Section 10
   hereof, or which increases the obligations or alters the rights of the
   Agent hereunder, shall require the consent of the Agent.

             12.05  Assignments and Participations.

             (a)  No Obligor may assign any of its rights or obligations
        hereunder or under the Notes without the prior consent of all of
        the Banks and the Agent.

             (b)  No Bank may assign all or any part of its Loans, its
        Notes or its Commitment without the prior consent of the Company
        and the Agent, which consents will not be unreasonably withheld;
        provided that, (i) without the consent of the Company or the
        Agent, any Bank may assign to any of its affiliates or to another
        Bank all or (subject to the further clauses below) any portion of
        its Commitment; (ii) any such partial assignment shall be not
        less than $5,000,000 and in multiples of $1,000,000 in excess
        thereof; and (iii) such assigning Bank shall also simultaneously
        assign the same proportion of each of its Syndicated Loans then
        outstanding (together with the same proportion of its Syndicated
        Note then outstanding).  Upon written notice to the Company and
        the Agent of an assignment permitted by the preceding sentence
        (which notice shall identify the assignee, the amount of the
        assigning Bank's Commitment and Loans  assigned in detail
        reasonably satisfactory to the Agent) and upon the effectiveness
        of any assignment consented to by the Company and the Agent, the
        assignee shall have, to the extent of such assignment (unless
        otherwise provided in such assignment with the consent of the
        Company and the Agent), the obligations, rights and benefits of a
        Bank hereunder holding the Commitment and Loans (or portions
        thereof) assigned to it (in addition to the Commitment and Loans,
        if any, theretofore held by such assignee) and the assigning Bank
        shall, to the extent of any such Commitment assignment, be
        released from its Commitment (or portions thereof) so assigned. 
        Upon the effectiveness of any assignment referred to in this
        Section 12.05(b), the assigning Bank or the assignee Bank shall
        pay to the Agent a transfer fee in an amount equal to $3,000.

             (c)  A Bank may sell or agree to sell to one or more other
        Persons a participation in all or any part of its Commitment or
        its Loans, in which event each such participant shall be entitled
        to the rights and benefits of the provisions of Section 8.01(g)
        hereof with respect to its participation as if (and the Company
        shall be directly obligated to such participant under such

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -217-

        provisions as if) such participant were a "Bank" for purposes of
        said Section, but shall not have any other rights or benefits
        under this Agreement or such Bank's Notes (the participant's
        rights against such Bank in respect of such participation to be
        those set forth in the agreement (the "Participation Agreement")
        executed by such Bank in favor of the participant).  All amounts
        payable by the Company to any Bank under Section 5 hereof shall
        be determined as if such Bank had not sold or agreed to sell any
        participations and as if such Bank were funding all of its Loans
        in the same way that it is funding the portion of its Loans in
        which no participations have been sold.  In no event shall a Bank
        that sells a participation be obligated to the participant under
        the Participation Agreement to take or refrain from taking any
        action hereunder or under such Bank's Notes except that such Bank
        may agree in the Participation Agreement that it will not,
        without the consent of the participant, agree to (i) the
        increase, or the extension of the term, or the extension of the
        time or waiver of any requirement for the reduction or
        termination, of such Bank's Commitment, (ii) the extension of any
        date fixed for the payment of principal of or interest on any
        participated Loan or any portion of any fees payable to the
        participant, (iii) the reduction of any payment of principal of
        any participated Loan, (iv) the reduction of the rate at which
        either interest or (if the participant is entitled to any part
        thereof) fees are payable hereunder to a level below the rate at
        which the participant is entitled to receive interest or fees (as
        the case may be) in respect of such participation or (v) any
        modification, supplement or waiver hereof or of any of the other
        Basic Documents to the extent that the same, under the terms
        hereof or thereof, requires the consent of each Bank.

             (d)  In addition to the assignments and participations
        permitted under the foregoing provisions of this Section 12.05, a
        Bank may assign and pledge all or any portion of its Loans and
        its Notes to any Federal Reserve Bank as collateral security
        pursuant to Regulation A and any Operating Circular issued by
        such Federal Reserve Bank.  No such assignment shall release the
        Bank from its obligations hereunder.

             (e)  A Bank may furnish any information concerning the
        Company or any of its Subsidiaries in the possession of such Bank
        from time to time to assignees and participants (including
        prospective assignees and participants).

             12.06  Survival.  The obligations of any Borrower under
   Sections 5.01, 5.05 and 5.06 hereof, the obligations of the Banks
   under Section 10.05 hereof and the obligations of the Company under
   Section 12.03 hereof shall survive the repayment of the Loans and the
   termination of the Commitments.  In addition, each representation and
   warranty made, or deemed to be made, by a notice of borrowing of Loans
   hereunder shall survive the making of such Loans, and no Bank shall be
   deemed to have waived, by reason of making any Loan, any Default or
   Event of Default which may arise by reason of such representation or
   warranty proving to have been false or misleading, notwithstanding
   that such Bank or the Agent may have had notice or knowledge or reason

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -218-

   to believe that such representation or warranty was false or
   misleading at the time such Loan was made.

             12.07  Captions.  Captions and section headings appearing
   herein are included solely for convenience of reference and are not
   intended to affect the interpretation of any provision of this
   Agreement.

             12.08  Counterparts.  This Agreement may be executed in any
   number of counterparts, each of which shall be identical and all of
   which, when taken together, shall constitute one and the same
   instrument, and any of the parties hereto may execute this Agreement
   by signing any such counterpart.

             12.09  Governing Law; Jurisdiction; Service of Process;
   Waiver of Jury Trial; Etc.

             (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
   ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL ACTION
   OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
   TRANSACTIONS CONTEMPLATED HEREBY, AND ANY ACTION OR PROCEEDING TO
   EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED IN CONNECTION
   THEREWITH, MAY BE INSTITUTED IN THE SUPREME COURT OF THE STATE OF NEW
   YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
   SOUTHERN DISTRICT OF NEW YORK, AND EACH OBLIGOR IRREVOCABLY AND
   UNCONDITIONALLY SUBMITS GENERALLY (BUT NON-EXCLUSIVELY) TO THE
   JURISDICTION OF EACH SUCH COURT.  THE COMPANY IRREVOCABLY CONSENTS TO
   THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY
   THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS
   SET FORTH UNDERNEATH ITS SIGNATURE HERETO.  EACH APPROVED BORROWER
   HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
   BROUGHT IN NEW YORK MAY BE MADE UPON SUCH APPROVED BORROWER BY SERVICE
   UPON THE COMPANY AT THE "ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME
   ON THE SIGNATURE PAGES HEREOF AND EACH APPROVED BORROWER HEREBY
   IRREVOCABLY APPOINTS THE COMPANY AS ITS AUTHORIZED AGENT ("PROCESS
   AGENT") TO ACCEPT, ON BEHALF OF ITS PROPERTY SUCH SERVICE OF PROCESS
   IN NEW YORK.  EACH OBLIGOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH
   ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
   JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
   BY LAW.  EACH OBLIGOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
   PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
   THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
   AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
   BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OBLIGOR FURTHER AGREES
   THAT ANY SUCH ACTION OR PROCEEDING AGAINST THE AGENT AND/OR ANY OF THE
   BANKS SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW
   YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
   SOUTHERN DISTRICT OF NEW YORK AND THE AGENT AND THE BANKS HEREBY
   CONSENT TO THE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

             (b)  EACH OF THE OBLIGORS, THE AGENT AND THE BANKS HEREBY
   IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND
   ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
   RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  


                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -219-

             12.10  Successors and Assigns.  This Agreement shall be
   binding upon and inure to the benefit of the parties hereto and their
   respective successors and permitted assigns.

             12.11  Judgment Currency.  This is an international loan
   transaction in which the specification of Dollars or an Alternative
   Currency, as the case may be (the "Specified Currency"), any payment
   in New York City or the country of the Specified Currency, as the case
   may be (the "Specified Place"), is of the essence, and the Specified
   Currency shall be the currency of account in all events relating to
   Loans denominated in the Specified Currency.  The payment obligations
   of the Obligors under this Agreement and the Notes shall not be
   discharged by an amount paid in another currency or in another place,
   whether pursuant to a judgment or otherwise, to the extent that the
   amount so paid on conversion to the Specified Currency and transfer to
   the Specified Place under normal banking procedures does not yield the
   amount of the Specified Currency at the Specified Place due hereunder. 
   If for the purpose of obtaining judgment in any court it is necessary
   to convert a sum due hereunder in the Specified Currency into another
   currency (the "Second Currency"), the rate of exchange which shall be
   applied shall be that at which in accordance with normal banking
   procedures the Agent could purchase the Specified Currency with the
   Second Currency on the Business Day next preceding that on which such
   judgment is rendered.  The obligation of each Obligor in respect of
   any such sum due from it to the Agent or any Bank hereunder (an
   "Entitled Person") shall, notwithstanding the rate of exchange
   actually applied in rendering such judgment, be discharged only to the
   extent that on the Business Day following receipt by such Entitled
   Person of any sum adjudged to be due hereunder or under the Notes in
   the Second Currency such Entitled Person may in accordance with normal
   banking procedures purchase and transfer to the Specified Place the
   Specified Currency with the amount of the Second Currency so adjudged
   to be due; and each Obligor hereby, as a separate obligation and
   notwithstanding any such judgment, agrees to indemnify such Entitled
   Person against, and to pay such Entitled Person on demand in the
   Specified Currency, any difference between the sum originally due to
   such Entitled Person in the Specified Currency and the amount of the
   Specified Currency so purchased and transferred.

             12.12  Cancellation of Existing Credit Agreements.  On the
   date of the execution and delivery of this Agreement, the commitments
   of the Banks party to the Existing Credit Agreements shall
   automatically terminate and all fees payable to such Banks accrued to
   such date under the Existing Credit Agreements shall be immediately
   due and payable.  Upon the payment of such fees, all obligations of
   the Company and the Drawers under the Existing Credit Agreements shall
   terminate except for obligations that by the express terms of the
   Existing Credit Agreements are stated to survive the repayment of the
   loans and the termination of the commitments of the Banks thereunder. 
   In connection with the foregoing, each of the Banks party to each
   Existing Credit Agreement (such Banks constituting, in the aggregate,
   the "Majority Banks" under and as defined in the respective Existing
   Credit Agreement) hereby agrees to waive the requirement that the
   Company provide notice of such termination under Section 2.05(b) of
   each such Existing Credit Agreement.

                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -220-

             IN WITNESS WHEREOF, the parties hereto have caused this
   Agreement to be duly executed as of the day and year first above
   written.

                                        NEWELL CO.



                                        By ________________________
                                           Name:
                                           Title:

                                        Address for Notices:

                                        Newell Co.
                                        29 East Stephenson Street
                                        Freeport, Illinois  61032

                                        Telecopy No.:  815-233-8060

                                        Telephone No.:  815-233-8040

                                        Attention:  C.R. Davenport
                                                    Vice President --
                                                      Treasurer































                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -221-

                                        THE AGENT

                                        THE CHASE MANHATTAN BANK
                                          (NATIONAL ASSOCIATION),
                                          as Agent



                                        By _________________________
                                           Name:
                                           Title:  Vice President

                                        Address for Notices:

                                        The Chase Manhattan Bank
                                          (National Association),
                                          as Agent
                                        New York Agency
                                        4 Metrotech Center
                                        13th Floor
                                        Brooklyn, New York  11245

                                        Telecopy No.:  718-242-6910

                                        Telephone No.:  718-242-7979

                                        Attention:  New York Agency





























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -222-

                                        THE BANKS

          Commitment                    THE CHASE MANHATTAN BANK
          $58,666,666.67                  (NATIONAL ASSOCIATION)



                                        By ________________________
                                           Name:
                                           Title: 

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        The Chase Manhattan Bank
                                          (National Association)
                                        1 Chase Manhattan Plaza
                                        New York, New York  10081

                                        Address for Notices:

                                        The Chase Manhattan Bank
                                          (National Association)
                                        1 Chase Manhattan Plaza
                                        New York, New York  10081

                                        Telecopy No.:  (212) 552-1457  

                                        Telephone No.:  (212) 552-1479 

                                        Attention:  Bruce S. Borden
                                                    Vice President
























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -223-

          Commitment                    ROYAL BANK OF CANADA
          $51,333,333.33


                                        By _______________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        New York Branch
                                        Royal Bank of Canada
                                        Financial Square
                                        New York, New York 10005-3531

                                        Address for Notices:

                                        New York Branch
                                        Royal Bank of Canada
                                        Financial Square
                                        New York, New York 10005-3531

                                        Attention:  Manager, Loans
                                                      Administration

                                        Telecopy No.:  (212) 428-2372

                                        Telephone No.:  (212) 428-6311

                                        with a copy to:

                                        Royal Bank of Canada
                                        One North Franklin Street
                                        Suite 700
                                        Chicago, Illinois  60606

                                        Attention:  Preston D. Jones, Senior
                                                      Manager

                                        Telecopy No.:  (312) 551-0805

                                        Telephone No.:  (312) 551-1618













                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -224-

          Commitment                    BANK OF AMERICA ILLINOIS
          $44,000,000


                                        By ________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Bank of America Illinois
                                        231 South LaSalle Street
                                        Chicago, Illinois  60697

                                        Address for Notices:

                                        Bank of America Illinois
                                        231 South LaSalle Street
                                        Chicago, Illinois  60697

                                        Telecopy No.:  (312) 987-5500

                                        Telephone No.:  (312) 828-6624

                                        Attention:  Kurt W. Anstaett
                                                      Managing Director





























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -225-

          Commitment                    CIBC INC.
          $44,000,000


                                        By _______________________
                                           Name:  
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        CIBC Inc.
                                        Two Paces Ferry Road
                                        Suite 1200
                                        Atlanta, Georgia 30339

                                        Address for Notices:

                                        CIBC Inc.
                                        Two Paces Ferry Road
                                        Suite 1200
                                        Atlanta, Georgia  30339

                                        Telecopy No.:  (404) 319-4950

                                        Telephone No.:  (404) 319-4856

                                        Attention:  Sherry Smith




























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -226-

          Commitment                    CREDIT LYONNAIS CAYMAN ISLAND
          $44,000,000                     BRANCH


                                        By __________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Credit Lyonnais Cayman Island
                                          Branch
                                        1301 Avenue of the Americas
                                        New York, New York  10019

                                        Address for Notices:

                                        Credit Lyonnais
                                        c/o Credit Lyonnais Chicago
                                          Branch
                                        227 West Monroe
                                        Chicago, Illinois  60606

                                        Telecopy No.:  (312) 641-0527

                                        Telephone No.:  (312) 220-7310

                                        Attention:  David Payne

          

























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -227-

          Commitment                    MORGAN GUARANTY TRUST COMPANY 
          $44,000,000                     OF NEW YORK



                                        By _____________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Morgan Guaranty Trust Company
                                          of New York
                                        60 Wall Street
                                        New York, New York 10260-0060

                                        Address for Notices:

                                        Morgan Guaranty Trust Company
                                          of New York
                                        c/o J.P. Morgan Services
                                        500 Stanton Christiana Road
                                        P.O. Box 6070
                                        Newark, Delaware 19713-2107

                                        Telecopy No.:  (302) 634-1094 

                                        Telephone No.: (302) 634-1800

                                        Attention:  MOF Desk

























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -228-

           
          Commitment                    NATIONSBANK, N.A. (CAROLINAS)
          $44,000,000


                                        By ________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        NationsBank, N.A. (Carolinas)
                                        233 South Wacker Drive
                                        Suite 2800
                                        Chicago, Illinois  60606

                                        Address for Notices:

                                        NationsBank, N.A. (Carolinas) 
                                        233 South Wacker Drive
                                        Suite 2800
                                        Chicago, Illinois  60606

                                        Telecopy No.:  (312) 234-5601

                                        Telephone No.: (312) 234-5643

                                        Attention:  Carter E. Smith 



























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -229-

          Commitment                    NBD BANK
          $44,000,000


                                        By ____________________________
                                           Name: 
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        NBD Bank
                                        611 Woodward Avenue
                                        Detroit, Michigan  48226

                                        Address for Notices:

                                        NBD Bank
                                        611 Woodward Avenue
                                        Detroit, Michigan  48226

                                        Telecopy No.:  (313) 225-1671

                                        Telephone No.:  (313) 225-2762

                                        Attention:  Timothy M. Monahan






























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -230-

          Commitment                    THE NORTHERN TRUST COMPANY
          $44,000,000


                                        By ________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        The Northern Trust Company
                                        50 South LaSalle Street
                                        Chicago, Illinois  60675

                                        Address for Notices:

                                        The Northern Trust Company
                                        50 South LaSalle Street
                                        Chicago, Illinois  60675

                                        Telecopy No.:  (312) 444-3508

                                        Telephone No.:  (312) 444-3460

                                        Attention:  Terese M. Hayes






























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -231-

          Commitment                    PNC BANK, NATIONAL ASSOCIATION
          $44,000,000


                                        By ___________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        PNC Bank, N.A.
                                        One PNC Plaza
                                        Fifth Avenue and Wood Street
                                        Pittsburgh, Pennsylvania  15222

                                        Address for Notices:

                                        PNC Bank, N.A.
                                        500 West Madison Street
                                        Suite 3140
                                        Chicago, Illinois  60661

                                        Telecopy No.:  (312) 906-3420

                                        Telephone No.:  (312) 906-3440

                                        Attention:  Richard T. Jander




























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -232-

          Commitment                    SANWA BANK
          $44,000,000


                                        By __________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Sanwa Bank   
                                        10 South Wacker Drive
                                        Chicago, Illinois  60606

                                        Address for Notices:

                                        Sanwa Bank   
                                        10 South Wacker Drive
                                        Chicago, Illinois  60606

                                        Telecopy No.:  (312) 346-6677

                                        Telephone No.:  (312) 368-3011

                                        Attention:  Richard Ault






























                              CREDIT AGREEMENT
                              ----------------

<PAGE>



   
<PAGE>     -233-

          Commitment                    SOCIETE GENERALE
          $44,000,000


                                        By __________________________
                                           Name:
                                           Title:



                                        By __________________________
                                           Name:
                                           Title:

                                        Lending Office for all Loans
                                          to U.S. Borrowers:

                                        Societe Generale
                                        181 West Madison Street
                                        Suite 3400
                                        Chicago, Illinois  60602

                                        Address for Notices:

                                        Societe Generale
                                        181 West Madison Street
                                        Suite 3400
                                        Chicago, Illinois  60602

                                        Telecopy No.:  (312) 578-5099

                                        Telephone No.:  (312) 578-5112

                                        Attention:  Donna Benson
          


<TABLE> <S> <C>

          <ARTICLE>  5
          <LEGEND>  This schedule contains summary financial information
                    extracted from the Newell Co. and Subsidiaries
                    Consolidated Balance Sheets and Statements of Income
                    and is qualified in its entirety by reference to such
                    financial statements.
          <MULTIPLIER>  1,000
                 
          <S>                                 <C>
                 <PERIOD-TYPE>                       6-MOS                        
                 <FISCAL-YEAR-END>                                     DEC-31-1995
                 <PERIOD-END>                                          JUN-30-1995
                 <CASH>                                                     12,982
                 <SECURITIES>                                                    0
                 <RECEIVABLES>                                             405,538
                 <ALLOWANCES>                                              (11,501) <F1>
                 <INVENTORY>                                               491,426
                 <CURRENT-ASSETS>                                        1,033,200       
                 <PP&E>                                                    722,465  <F2>
                 <DEPRECIATION>                                           (243,226) <F2>  
                 <TOTAL-ASSETS>                                          2,580,415    
                 <CURRENT-LIABILITIES>                                     620,365
                 <BONDS>                                                   604,489       
                 <PREFERRED-MANDATORY>                                           0
                 <PREFERRED>                                                     0
                 <COMMON>                                                  158,199
                 <OTHER-SE>                                              1,029,351       
                 <TOTAL-LIABILITY-AND-EQUITY>                            2,580,415        
                 <SALES>                                                 1,177,910         
                 <TOTAL-REVENUES>                                          356,265         
                 <CGS>                                                     821,645         
                 <TOTAL-COSTS>                                           1,003,436         
                 <OTHER-EXPENSES>                                           13,230        
                 <LOSS-PROVISION>                                            1,268  <F1>
                 <INTEREST-EXPENSE>                                         24,225
                 <INCOME-PRETAX>                                           151,708
                 <INCOME-TAX>                                               60,683
                 <INCOME-CONTINUING>                                        91,025
                 <DISCONTINUED>                                                  0
                 <EXTRAORDINARY>                                                 0
                 <CHANGES>                                                       0
                 <NET-INCOME>                                               91,025       
                 <EPS-PRIMARY>                                                0.58    
                 <EPS-DILUTED>                                                0.58    
                 <FN>
                   <F1>   Allowances for doubtful accounts are reported as contra accounts to accounts receivable.  The
                          corporate reserve for bad debts is a percentage of trade receivables based on the bad debts
                          experienced in one or more past years, general economic conditions, the age of the receivables and
                          other factors that indicate the element of uncollectibility in the receivables outstanding at the end
                          of the period.
                   <F2>   See notes to consolidated financial statements.
                                                                
                 
</TABLE>