SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C   20549


                                  FORM 10-K


                Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

        For the fiscal year ended           Commission file number
            December 31, 1998                       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
          (Address of principal                   61032-0943
            executive offices)                    (Zip Code)


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

    Securities registered pursuant to Section 12(b) of the Act:

                                            Name of each exchange
           Title of each class               on which registered
           -------------------              ---------------------

    Common Stock, $1 par value per         New York Stock Exchange
    share, and associated Common            Chicago Stock Exchange
    Stock Purchase Rights


   Securities registered pursuant to Section 12(g) of the Act:  None

   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 (or for such
   shorter period that the Registrant was required to file such reports),
   and (2) has been subject to such filing requirements for the past 90
   days.  Yes   X     No 
              -----      -----

   
<PAGE> 2

   Indicate by check mark if disclosure of delinquent filers pursuant to
   Item 405 of Regulation S-K is not contained herein, and will not be
   contained, to the best of Registrant's knowledge, in definitive proxy
   or information statements incorporated by reference in Part III of
   this Form 10-K or any amendment to this Form 10-K. (X)

   There were 162.7 million shares of the Registrant's Common Stock
   outstanding as of December 31, 1998.  The aggregate market value of
   the shares of Common Stock (based upon the closing price on the New
   York Stock Exchange on that date) beneficially owned by nonaffiliates
   of the Registrant was approximately $6,381.3 million.  For purposes of
   the foregoing calculation only, which is required by Form 10-K, the
   Registrant has included in the shares owned by affiliates those shares
   owned by directors and officers of the Registrant, and such inclusion
   shall not be construed as an admission that any such person is an
   affiliate for any purpose.


                     Documents Incorporated by Reference


                                  Part III

        Portions of the Registrant's Definitive Proxy Statement for its
   Annual Meeting of Stockholders to be held May 26, 1999.

   
<PAGE> 3


   Item 1.  Business
            --------

        "Newell" or the "Company" refers to Newell Co. alone or with its
   wholly-owned subsidiaries, as the context requires.

   GENERAL
   -------

        The Company is a manufacturer and full-service marketer of staple
   consumer products sold to high-volume purchasers, including, but not
   limited to, discount stores and warehouse clubs, home centers and
   hardware stores, and office superstores and contract stationers.  The
   Company's basic business strategy is to merchandise a multi-product
   offering of brand name consumer products, which are concentrated in
   product categories with relatively steady demand not dependent on
   changes in fashion, technology or season, and to differentiate itself
   by emphasizing superior customer service.  The Company's multi-product
   offering consists of staple consumer products in three major product
   groups: Hardware and Home Furnishings, Office Products, and
   Housewares.  The Company's primary financial goals are to increase
   sales and earnings per share an average of 15% per year, to achieve an
   annual return on beginning equity of 20% or above, to increase
   dividends per share in line with earnings growth and to maintain a
   prudent ratio of total debt to total capitalization, net of cash
   ("leverage").  For the ten years ended December 31, 1998, the
   Company's compound annual growth rates for sales and earnings per
   share were 13% and 16%, respectively, its average annual return on
   beginning equity was 21%, its compound annual growth rate for
   dividends per share was 18% and its average leverage were 26%.

        The Company's growth strategy emphasizes acquisitions and
   internal growth.  The Company has grown both domestically and
   internationally by acquiring businesses with brand name product lines
   and improving the profitability of such businesses through an
   integration process called "Newellization." Since 1990, the Company
   has completed more than 20 major acquisitions (excluding Rubbermaid)
   representing approximately $3 billion in additional sales.  The
   Company supplements acquisition growth with internal growth,
   principally by introducing new products, entering new domestic and
   international markets, adding new customers, cross-selling existing
   product lines to current customers and supporting its U.S.-based
   customers' international expansion.

        On October 20, 1998, the Company and Rubbermaid Incorporated
   ("Rubbermaid") entered into an Agreement and Plan of Merger ("Merger
   Agreement"), providing for the merger of a subsidiary of the Company
   into Rubbermaid, leaving Rubbermaid a wholly owned subsidiary of
   Newell ("Proposed Merger").  After the Proposed Merger, the Company
   will be re-named "Newell Rubbermaid Inc."  The Proposed Merger will be
   accounted for as a pooling of interests and will be tax-free for
   federal income tax purposes.  The Company and Rubbermaid expect the

   
<PAGE> 4

   Proposed Merger to become effective before the end of the first
   quarter of 1999.  All information in this Report pertains to the
   Company prior to the Proposed Merger, unless explicity stated
   otherwise.

        Forward-looking statements in this Report are made in reliance
   upon the safe harbor provisions of the Private Securities Litigation
   Reform Act of 1995.  Such forward-looking statements may relate to,
   but are not limited to, such matters as sales, income, earnings per
   share, return on equity, capital expenditures, dividends, capital
   structure, free cash flow, debt to capitalization ratios, internal
   growth rates, Euro conversion plans and related risks, Year
   2000 plans and related risks, pending legal proceedings and claims
   (including environmental matters), future economic performance,
   management's plans, goals and objectives for future operations and
   growth or the assumptions relating to any of the forward-looking
   information.  The Company cautions that forward-looking statements are
   not guarantees since there are inherent difficulties in predicting
   future results.  Actual results could differ materially from those
   expressed or implied in the forward-looking statements.  Factors that
   could cause actual results to differ include, but are not limited to,
   those matters set forth in this Report, the documents incorporated by
   reference herein and Exhibit 99 to this Report.

   PRODUCT GROUPS
   --------------

   The Company's three product groups are Hardware and Home Furnishings,
   Office Products, and Housewares.

                        HARDWARE AND HOME FURNISHINGS
                        -----------------------------

   Window Treatments
   -----------------

        The Company's window treatments business is conducted by the
   Levolor Home Fashions, Newell Window Furnishings and Newell Window
   Fashions Europe divisions.  Levolor Home Fashions and Newell Window
   Furnishings primarily design, manufacture or import, package and
   distribute drapery hardware, made-to-order and stock horizontal and
   vertical blinds, and pleated, cellular and roller shades for the
   retail marketplace.  Levolor Home Fashions also produces window
   treatment components for custom window treatment fabricators.  Newell
   Window Fashions Europe primarily designs, manufactures, packages and
   distributes drapery hardware and made-to-order window treatments for
   the European retail marketplace.

        Levolor Home Fashions, Newell Window Furnishings and Newell
   Window Fashions Europe products are sold primarily under the
   trademarks Newell{R}, Levolor{R}, Louverdrape{R}, Del Mar{R},

   
<PAGE> 5

   Kirsch{R}, Acrimo{TM}, Swish{R}, Gardinia{TM}, Spectrim{R},
   MagicFit{R}, Riviera{R} and Levolor Cordless{TM}.

        Levolor Home Fashions and Newell Window Furnishings market their
   products directly and through distributors to mass merchants, home
   centers, department/specialty stores, hardware distributors, custom
   shops and select contract customers, using a network of manufacturers'
   representatives, as well as regional account and market-specific sales
   managers.  Newell Window Fashions Europe markets its products to mass
   merchants and buying groups using a direct sales force.

        Principal U.S. facilities are located in Freeport, Illinois; High
   Point, North Carolina and Sturgis, Michigan.  Principal foreign
   facilities are located in Prescott, Ontario, Canada; Ablis, France; 
   Isny, Germany; Milan, Italy; Lisbon, Portugal; Vitoria, Spain; Malmo, 
   Sweden; and Tamworth, Great Britain.
   

   Hardware and Tools
   ------------------

        The Company's hardware and tools business is conducted by the
   Amerock  Cabinet and Window Hardware Systems, Bulldog Fastener, EZ
   Paintr and BernzOmatic divisions.  Amerock Cabinet and Window Hardware
   Systems manufacture or import, package and distribute cabinet hardware
   for the retail and O.E.M. marketplace and window hardware for window
   manufacturers.  Bulldog packages and distributes hardware, which
   includes bolts, screws and mechanical fasteners.  EZ Paintr
   manufactures and distributes manual paint applicator products. 
   BernzOmatic manufactures and distributes propane/oxygen hand torches.

        Amerock, Bulldog, EZ Paintr and BernzOmatic products are sold
   primarily under the trademarks Amerock{R}, Allison{R}, Bulldog{R},
   EZ Paintr{R} and BernzOmatic{R}.

        Amerock, Bulldog, EZ Paintr and BernzOmatic market their products
   directly and through distributors to mass merchants, home centers,
   hardware distributors, cabinet shops and window manufacturers, using a
   network of manufacturers' representatives, as well as regional zone
   and market-specific sales managers.

        Principal facilities are located in Rockford, Illinois; St.
   Francis, Wisconsin; and Medina, New York.

   Picture Frames
   --------------

        The Company's picture frame business is conducted by the
   Intercraft/Burnes division.  Intercraft/Burnes primarily designs,
   manufactures or imports, packages and distributes wood, wood composite
   and metal ready-made picture frames and photo albums.

   
<PAGE> 6

        Intercraft/Burnes ready-made picture frames are sold primarily
   under the trademarks Intercraft{R}, Decorel{R}, Burnes of Boston{R},
   Carr{R}, Rare Woods{R} and Terragrafics{R}, while photo albums are
   sold primarily under the Holson{R} trademark.

         Intercraft/Burnes markets its products directly to mass
   merchants, warehouse clubs, grocery/drug stores and
   department/specialty stores, using a network of manufacturers'
   representatives, as well as regional zone and market-specific sales
   managers.  Intercraft{R}, Decorel{R} and Holson{R} products are sold
   primarily to mass merchants, while the remaining brands are sold
   primarily to department/specialty stores.

        Principal U.S facilities are located in Taylor, Texas;
   Statesville, North Carolina; Claremont, New Hampshire; and Covington,
   Tennessee.  Principal foreign facilities are located in Mississauga,
   Ontario, Canada and Durango, Mexico.

   Home Storage Products
   ---------------------

        The Company's home storage business is conducted by its Lee Rowan
   division.  Lee Rowan primarily designs, manufactures or imports,
   packages and distributes wire storage and laminate products and
   ready-to-assemble closet, organization and work shop cabinets.

        Lee Rowan products are sold primarily under the trademarks Lee
   Rowan{R} and System Works{R}.

        Lee Rowan markets its products directly to mass merchants,
   warehouse clubs, home centers and hardware stores, using a network of
   manufacturers' representatives, as well as regional zone and
   market-specific sales managers.

        Principal facilities are located in Jackson, Missouri; Vista,
   California; and Watford, Ontario, Canada.

                               OFFICE PRODUCTS
                               ---------------

   Markers and Writing Instruments
   -------------------------------

        The Company's Markers and Writing Instruments business is
   conducted by the Sanford North America, Sanford International and
   Cosmolab divisions.  Sanford North America primarily designs,
   manufactures or imports, packages and distributes permanent/waterbase
   markers, dry erase markers, overhead projector pens, highlighters,
   wood-cased pencils, ballpoint pens and inks, and other art supplies,
   and distributes other writing instruments including roller ball pens
   and mechanical pencils for the retail marketplace.  Sanford
   International primarily designs and manufactures, packages and

   
<PAGE> 7

   distributes ball point pens, wood-cased pencils, roller ball pens and
   other art supplies for the retail marketplace.  Cosmolab primarily
   designs and manufactures, packages and distributes private label
   cosmetic pencils for commercial customers.

        Sanford products are sold primarily under the trademarks
   Sanford{R}, Eberhard Faber{R}, Berol{R}, Grumbacher{R}, Koh-I-Noor{R}
   and Rotring{R}, and the brands Sharpie{R}, Uni-Ball{R} (used under
   exclusive license from Mitsubishi Pencil Co. Ltd. and its
   subsidiaries), Expo{R}, Zeze{R}, Vis-a-Vis{R}, Expresso{R} and
   Mongol{R}.

        Sanford North America markets its products directly and through
   distributors to mass merchants, warehouse clubs, grocery/drug stores,
   office superstores, office supply stores, contract stationers, and
   hardware distributors, using a network of manufacturers'
   representatives, as well as regional direct sales representatives and
   market-specific sales managers. Sanford International markets its
   products directly to retailers and distributors using a direct sales
   force.

        Principal U.S. facilities are located in Bellwood, Illinois and
   Lewisburg and Shelbyville, Tennessee.  Principal foreign facilities
   are located in Tlalnepantla, Mexico; Bogota, Colombia; Maracay,
   Venezuela; King's Lynn, United Kingdom; Oakville, Ontario, Canada; and
   Hamburg, Germany.

   Office Storage and Organization Products
   ----------------------------------------

        The Company's office storage and organization business is
   conducted through its Newell Office Products division.  Newell Office
   Products primarily designs, manufactures or imports, packages and
   distributes desktop accessories, computer accessories, storage
   products, card files and chair mats.

        Newell Office Products markets its products under the Rolodex{R},
   Eldon{R} and Rogers{R} trademarks.

        Newell Office Products markets its products directly and through
   distributors to mass merchants, warehouse clubs, grocery/drug stores,
   office superstores, office supply stores and contract stationers,
   using a network of manufacturers' representatives, as well as regional
   zone and market-specific sales managers.

        Principal facilities are located in Moca, Puerto Rico; Maryville,
   Tennessee; and Madison, Wisconsin.

   
<PAGE> 8


                                 HOUSEWARES
                                 ----------

   Glassware
   ---------

        The Company's glassware business is conducted by the Anchor
   Hocking and Newell Europe divisions.  These divisions primarily
   design, manufacture, package and distribute glass products.  These
   products include glass ovenware, servingware, cookware and dinnerware
   products.  Anchor Hocking also produces foodservice products, glass
   lamp parts, lighting components, meter covers and appliance covers for
   the foodservice and specialty markets.  Newell Europe also produces
   glass components for appliance manufacturers, and its products are
   marketed primarily in Europe, the Middle East and Africa only.

        Anchor Hocking products are sold primarily under the Anchor
   Hocking{R} trademark and the Oven Basics{R} brand name.  Newell
   Europe's products are sold primarily under the brand names of Pyrex{R}
   and Visions{R} (both used under exclusive license from Corning
   Incorporated and its subsidiaries in Europe, the Middle East and
   Africa only), Pyroflam{TM}, and Vitri{TM}.

        Anchor Hocking markets its products directly to mass merchants,
   warehouse clubs, grocery/drug stores, department/specialty stores,
   hardware distributors and select contract customers, using a network
   of manufacturers' representatives, as well as regional zone and
   market-specific sales managers.  Anchor Hocking markets its products
   to manufacturers that supply the mass merchant and home party channels
   of trade.  Newell Europe markets its products to mass merchants,
   industrial manufacturers and buying groups using a direct sales force
   and manufacturers' representatives in some markets.

        Principal U.S. facilities are located in Lancaster, Ohio and
   Monaca, Pennsylvania.  Principal foreign facilities are located in
   Sunderland, Great Britain; Muhltal, Germany; and Chateauroux, France.

   Aluminum Cookware and Bakeware
   ------------------------------

        The Company's aluminum cookware and bakeware business is
   conducted by the Mirro and Calphalon divisions.  Mirro primarily
   designs, manufactures, packages and distributes aluminum cookware and
   bakeware for the U.S. and Latin American retail marketplace.  Mirro
   also designs, manufactures, packages and distributes various
   specialized aluminum cookware and bakeware items for the food service
   industry.  It also produces aluminum contract stampings and components
   for other manufacturers and makes aluminum and plastic kitchen tools
   and utensils.  Mirro manufacturing operations are highly integrated,
   rolling sheet stock from aluminum ingot, and producing phenolic
   handles and knobs at its own plastics molding facility.  Calphalon

   
<PAGE> 9

   primarily designs, manufactures or imports, packages and distributes
   aluminum cookware and bakeware for the department/specialty store
   marketplace.  

        Mirro and Calphalon products are sold primarily under the
   trademarks Mirro{R}, Wearever{R}, Calphalon {R}, Panex{TM},
   Penedo{TM}, Rochedo {TM} and Clock {TM}, and the brand names of
   Airbake{R}, Cushionaire{R}, Concentric Air{R}, Channelon{R}, Wearever
   Air{TM} and Kitchen Essentials{TM}.

        Mirro markets its products directly to mass merchants, warehouse
   clubs, grocery/drug stores, department/specialty stores, hardware
   distributors, cable TV networks and select contract customers, using a
   network of manufacturers' representatives, as well as regional zone
   and market-specific sales managers.  Calphalon markets its products
   directly to department/specialty stores.

        Principal U.S. facilities are located in Manitowoc and Chilton,
   Wisconsin; and Toledo, Ohio.  The principal foreign facility is
   located in Sao Paulo, Brazil.

   Hair Accessories and Beauty Organizers
   --------------------------------------

        The Company's hair accessory and beauty organizer business is
   conducted through its Goody division.  Goody primarily designs,
   manufactures or imports, packages and distributes hair accessories and
   beauty organizers.

        Goody products are sold primarily under the trademarks Goody{R},
   Ace{R} and Wilhold{R}.

        Goody markets its products directly to mass merchants, warehouse
   clubs, grocery/drug stores and department/specialty stores, using a
   network of manufacturers' representatives, as well as regional zone
   and market-specific sales managers.

        Principal facilities are located in Peach Tree City and
   Manchester, Georgia.

   Net Sales By Industry Segment
   -----------------------------

        The Company reviewed the criteria for determining segments of an
   enterprise in accordance with SFAS No. 131 and concluded it has three
   reportable operating segments:  Hardware & Home Furnishings, Office
   Products, and Housewares.  This segmentation is appropriate because
   the Company organizes its product categories into these groups when
   making operating decisions and assessing performance.  The Company
   Divisions included in each group also sell primarily to the same
   retail channel:  Hardware & Home Furnishings (home centers and

   
<PAGE> 10

   hardware stores), Office Products (office superstores and contract
   stationers), and Housewares (discount stores and warehouse clubs).

        The principal product categories included in each of the
   Company's business segments are as follows:

        Segment             Product Category
   ----------------------------------------------------------------------

   Hardware & Home     Window Treatments,
      Furnishings      Hardware and Tools, Picture
                       Frames, Home Storage

   Office Products     Markers and Writing
                       Instruments, Office Storage and
                       Organization, School Supplies and
                       Stationery (sold in 1998)

   Housewares          Aluminum Cookware and Bakeware,
                       Glassware, Hair Accessories,
                       Plasticware (sold in 1998)

        The following table sets forth the amounts and percentages of the
   Company's net sales for the three years ended December 31 (including
   sales of acquired businesses from the time of acquisition and sales of
   divested businesses through date of sale), for the Company's three
   operating segments and the product categories included therein.
   Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
   approximately 14% of consolidated net sales in 1998 and 15% in both
   1997 and 1996.  Sales to no other customer exceeded 10% of
   consolidated net sales.

     
<PAGE> 11

     
<TABLE>
     <CAPTION>

       <S>                                    <C>      <C>             <C>       <C>            <C>         <C>
                                              1998     % of total      1997*     % of total     1996*      % of total
                                              ----      ----------     ----      ----------     ----       ----------
                                                              (In millions, except percentages)
     Hardware and Home Furnishings:
       Window Treatments                   $   808.7       22%      $   562.6      17%      $   385.6        13%
       Hardware and Tools                      398.5       11           392.6      12           383.1        13
       Picture Frames                          386.6       10           359.4      10           339.8        11
       Home Storage Products                   164.3        4           170.2       5           190.8         7
         Total Hardware and                  -------       -----      -------     ---         -------       ---
           Home Furnishings                $ 1,758.1       47%        1,484.8      49         1,299.3        44

     Office Products:
       Markers and Writing
         Instruments                       $   714.7       19%      $   601.4      18%      $   570.2        19%
       Office Storage and Organization         254.8        7           209.9       6            85.6         3
       School Supplies and Stationery           70.8        2            87.9       3            86.0         3
                                             --------     ---         -------     ---           -----       ---
       Total Office Products                 1,043.3       28           899.2      27           741.8        25

     Housewares:
       Aluminum Cookware and Bakeware      $   400.6       11%       $  386.2      12%      $   373.4        13%
       Glassware and Plasticware               368.2       10           394.4      12           394.2        13
       Hair Accessories                        152.8        4           171.6       5           164.1         5
                                             --------     ---         -------     ---           -----       ---
         Total Housewares                      921.6       25           952.2      29           931.7        31

     Newell Consolidated                   $ 3,720.0      100%       $3,336.2     100%       $2,972.8       100%
                                            ========      ===         =======     ===        ========       ===

     </TABLE>


   *Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

        Certain 1997 and 1996 amounts have been reclassified to conform
   with the 1998 presentation.

   Export Sales
   ------------

        The Company's export sales business, defined as sales of products
   made in the U.S. and sold abroad, is conducted through its Newell
   International division.  For purposes of the table immediately above,
   sales attributable to the Newell International division are allocated
   to the operating segment that manufactured the products.

   
<PAGE> 12


   GROWTH STRATEGY
   ---------------

        The Company's growth strategy emphasizes acquisitions and
   internal growth.  The Company has grown both domestically and
   internationally by acquiring businesses with brand name product lines
   and improving the profitability of such businesses through an
   integration process referred to as "Newellization."  Since 1990, the
   Company has completed more than 20 major acquisitions (excluding
   Rubbermaid) representing approximately $3 billion in additional sales. 
   The Company supplements acquisition growth with internal growth,
   principally by introducing new products, entering new domestic and
   international markets, adding new customers, cross-selling existing
   product lines to current customers and supporting its U.S.-based
   customers' international expansion.


   ACQUISITIONS AND INTEGRATION
   ----------------------------

   Acquisition Strategy
   -------------------

        The Company primarily grows by acquiring businesses and product
   lines with a strategic fit with the Company's existing businesses.  It
   also seeks to acquire product lines with a number one or two position
   in the markets in which they compete, a low technology level, a long
   product life cycle and the potential to reach the Company's standard
   of profitability.  In addition to adding entirely new product lines,
   the Company uses acquisitions to round out existing businesses and
   fill gaps in its product offering, add new customers and distribution
   channels, expand shelf space for the Company's products with existing
   customers, and improve operational efficiency through shared
   resources.

   Newellization 
   -------------

        "Newellization" is the Company's well-established profit
   improvement and productivity enhancement process that is applied to
   integrate newly acquired product lines.  The Newellization process
   includes establishing a more focused business strategy, improving
   customer service, reducing corporate overhead through centralization
   of administrative functions and tightening financial controls.  In
   integrating acquired businesses, the Company typically centralizes
   accounting systems, capital expenditure approval, cash management,
   order processing, billing, credit, accounts receivable and data
   processing operations.  To enhance efficiency, Newellization also
   focuses on improving manufacturing processes, eliminating
   non-productive lines, reducing inventories, increasing accounts
   receivable turnover and trimming excess costs.

        Newellization also builds partnerships with customers and
   improves sales mix profitability through program merchandising

   
<PAGE> 13

   techniques.  The Newellization process usually takes approximately two
   to three years to complete.

   History of Acquiring and Integrating Businesses
   -----------------------------------------------

        The Company's growth from a small manufacturer of drapery
   hardware with approximately $15 million in annual sales in 1967 has
   largely been the result of the acquisition and integration of nearly
   100 businesses and product lines to build a strong multi-product
   offering.  Set forth below is a list of the Company's major
   acquisitions since 1991 along with the approximate amount of aggregate
   annual sales for the businesses acquired in the full year prior to
   acquisition.


<TABLE>
<CAPTION>
   <S>                                                   <C>                              <C>
   Major Acquisitions Since 1991
   -----------------------------

                         Acquired Trade or                                                Annual Sales
     Year                  Brand Name (1)                Product Category                 When Acquired
     ----                -----------------               ----------------                 -------------
                                                                                          (In millions)

     1998                Swish, Gardinia                Window Treatments                      $700
                         Panex, Calphalon               Aluminum Cookware
                         Rotring                        Writing Instruments

     1997                Rolodex, Eldon                 Office Storage and Organization        $550                          
                         Kirsch                         Window Treatments

     1996                Holson and Burnes of Boston    Picture Frames                         $130

     1995                Decorel                        Picture Frames                         $300
                         Berol                          Markers and Writing Instruments

     1994                Del Mar and LouverDrape        Window Treatments                      $470
                         Eberhard Faber (including      Markers and Writing Instruments
                         Uni-Ball(2))
                         Pyrex (3)                      Glassware and Plasticware

     1993                Goody                          Hair Accessories                       $500
                         Levolor                        Window Treatments
                         Lee Rowan                      Home Storage Products

     1992                Sanford (including             Markers and Writing Instruments        $120
                         Sharpie and Expo)
                         Intercraft                     Picture Frames

     1991                Rogers and Keene               Office Storage and Organization        $ 50

</TABLE>



   
<PAGE> 14

   (1)  All listed trade and brand names are trademarks, which are
   registered in the United States Patent and Trademark Office, except
   for Gardinia and Panex.

   (2)  Used under exclusive license from Mitsubishi Pencil Co. Ltd. and
   its subsidiaries.

   (3)  Used under exclusive license from Corning Incorporated and its
   subsidiaries in Europe, the Middle East and Africa only.


   Internal Growth
   ---------------

        The second element of the Company's growth strategy is internal
   growth.  Once an acquired business has been Newellized, the Company's
   strategy is to build profitable sales and contribute to the Company's
   internal growth.  Avenues for internal growth include introducing new
   products, entering new domestic and international markets, adding new
   customers, cross-selling existing product lines to current customers
   and supporting its U.S.-based customers' international expansion.  The
   Company's goal is to achieve an internal growth rate of 3-5% per year,
   and over the last five years, the Company has achieved an average of
   5% annual internal growth.  Internal growth is defined by the Company
   as growth from its "core businesses," which include continuing
   businesses owned more than two years and minor acquisitions.  The
   Company intends to continue to pursue internal growth opportunities to
   complement its acquisition growth.

   International
   -------------

        The Company is pursuing international opportunities to further
   its acquisition and internal growth objectives.  The rapid growth of
   consumer goods economies and retail structures in several regions
   outside the U.S., particularly Europe, Mexico and South America, makes
   them attractive to the Company by providing opportunities to acquire
   businesses, develop partnerships with new foreign customers and extend
   relationships with the Company's domestic customers whose businesses
   are growing internationally.  The Company's recent acquisitions,
   combined with existing sales to foreign customers, increased its sales
   outside the U.S. to approximately 22% of total sales in 1998 from
   approximately 8% in 1992.

        Within the last few years, the Company acquired a number of
   businesses with significant foreign sales.  The Company's first
   significant foreign acquisition was the 1994 acquisition of Corning
   Incorporated's European consumer product business, with annual sales
   of approximately $130 million.  Now known as Newell Europe, the
   acquisition included Corning's manufacturing facilities in England,
   France and Germany, as well as the trademark rights and product lines
   of Pyrex{R} glass cookware used under exclusive license from Corning

   
<PAGE> 15

   Incorporated and its subsidiaries in Europe, Africa and the Middle
   East only.  The 1995 acquisition of Berol, an international
   manufacturer and marketer of writing instruments provided annual
   international sales of more than $80 million and several foreign
   manufacturing facilities.  The 1997 acquisition of Kirsch added annual
   international sales of drapery hardware and window coverings of
   approximately $150 million and several European manufacturing
   facilities.  The 1998 foreign acquisitions included Swish and
   Gardinia, drapery hardware manufacturers in Europe, Panex, a maker of
   aluminum cookware in Latin America, and Rotring, a manufacturer of
   writing and drawing instruments in Europe.  These 1998 acquisitions
   represent approximately $450 million in annualized sales outside the
   United States.

        Additional information regarding acquisitions of businesses is
   included in Item 6 and note 2 to the consolidated financial
   statements.

   MARKETING AND DISTRIBUTION
   --------------------------

   Customer Service
   ----------------

        The Company believes that one of the primary ways it
   distinguishes itself from its competitors is through customer service.
   The Company's ability to provide superior customer service is a result
   of its information technology, marketing and merchandising programs
   designed to enhance the sales and profitability of its customers and
   consistent on-time delivery of its products.

   Information Technology
   ----------------------

        The Company is an industry leader in the application of
   Electronic Data Interchange ("EDI") technology, an electronic link
   between the Company and many of its retail customers, and invests in
   advanced computer systems.  The Company uses EDI to receive and
   transmit purchase orders, invoices and payments.  By replacing
   paper-based processing with computer-to-computer business
   transactions, EDI has cut days off the order/shipping cycle.

        Building upon its EDI expertise, the Company has established
   "Quick Response" programs with several major customers.  These
   programs allow the Company to implement customized features such as
   vendor-managed inventories in which the Company manages certain or all
   aspects of inventory of several product categories at customer
   locations.  The Company's experience is that its customers benefit
   from such programs by increased inventory turnover and reduced
   customer waiting periods for out-of-stock product.



   
<PAGE> 16

   On-Time Delivery
   ----------------

        A critical element of the Company's customer service is
   consistent on-time delivery of products to its customers.  Retailers
   are pursuing a number of strategies to deliver the highest-quality,
   lowest-cost products to their customers.  A growing trend among
   retailers is to purchase on a "just-in-time" basis in order to reduce
   inventory costs and increase returns on investment.  As retailers
   shorten their lead times for orders, manufacturers need to more
   closely anticipate consumer buying patterns.  The Company supports its
   retail customers' "just-in-time" inventory strategies through
   investments in improved forecasting systems, more responsive
   manufacturing and distribution capabilities and electronic
   communications.  The Company manufactures the vast majority of its
   products and has extensive experience in high-volume, cost-effective
   manufacturing.  The high-volume nature of its manufacturing processes
   and the relatively consistent demand for its products enables the
   Company to ship most products directly from its factories without the
   need for independent warehousing and distribution centers.  For 1998,
   approximately 98% of the items ordered by customers were shipped on
   time, typically within two to three days of the customer's order.

   Marketing and Merchandising
   ---------------------------

        The Company's objective is to develop long-term, mutually
   beneficial partnerships with its customers and become their supplier
   of choice.  To achieve this goal, the Company has a value-added
   marketing program that offers a family of leading brand name staple
   products, tailored sales programs, innovative merchandising support,
   in-store services and responsive top management.

        The Company's merchandising skills help customers stimulate store
   traffic and sales through timely advertising and innovative
   promotions.  The Company also assists customers in differentiating
   their offerings by customizing products and packaging.  Through
   self-selling packaging and displays that emphasize good-better-best
   value relationships, retail customers are encouraged to trade up to
   higher-value, best quality products.

        Customer service also involves customer contact with top-level
   decision makers at the Company's divisions.  As part of its
   decentralized structure, the Company's division presidents are the
   chief marketing officers of their product lines and communicate
   directly with customers.  This structure permits early recognition of
   market trends and timely response to customer problems.

   Multi-Product Offering
   ----------------------

        The Company's increasingly broad product coverage in multiple
   product lines permits it to more effectively meet the needs of its

   
<PAGE> 17

   customers.  With families of leading, brand name products and
   profitable new products, the Company also can help volume purchasers
   sell a more profitable product mix.  As a potential single source for
   an entire product line, the Company can use program merchandising to
   improve product presentation, optimize display space for both sales
   and income and encourage impulse buying by retail customers.

   Corporate Structure
   -------------------

        By decentralizing its manufacturing and marketing efforts while
   centralizing key administrative functions, the Company seeks to foster
   a responsive entrepreneurial culture.  The Company's divisions
   concentrate on designing, manufacturing, merchandising, selling their
   products and servicing their customers, which facilitates product
   development and responsiveness to customers.  Administrative functions
   that are centralized at the corporate level include cash management,
   accounting systems, capital expenditure approvals, order processing,
   billing, credit, accounts receivable, data processing operations and
   legal functions.  Centralization concentrates technical expertise in
   one location, making it easier to observe overall business trends and
   manage the Company's businesses.

   BACKLOG
   -------

        The dollar value of unshipped factory orders is not material.

   SEASONAL VARIATIONS
   -------------------

        The Company's product groups are only moderately affected by
   seasonal trends.  Hardware and Home Furnishings products have higher
   sales in the second and third quarters due to an increased level of
   do-it-yourself projects completed in the summer months; Office
   Products have higher sales in the second and third quarters due to the
   back-to-school season; and Housewares products typically have higher
   sales in the second half of the year due to retail stocking related to
   the holiday season.  Because these seasonal trends are moderate, the
   Company's consolidated quarterly sales do not fluctuate significantly,
   unless a significant acquisition is made.

   FOREIGN OPERATIONS
   ------------------

        Information regarding the Company's 1998, 1997 and 1996 foreign
   operations is included in note 13 to the consolidated financial
   statements and is incorporated by reference herein.



   
<PAGE> 18

   RAW MATERIALS
   -------------

        The Company has multiple foreign and domestic sources of supply
   for substantially all of its material requirements.  The raw materials
   and various purchased components required for its products have
   generally been available in sufficient quantities.

   PATENTS AND TRADEMARKS
   ----------------------

        The Company has many patents, trademarks, brand names and trade
   names, none of which is considered material to the consolidated
   operations.

   COMPETITION
   -----------

        The rapid growth of high-volume retailers, such as discount
   stores and warehouse clubs, home centers and hardware stores, and
   office superstores and contract stationers, together with changes in
   consumer shopping patterns, have contributed to a significant
   consolidation of the U.S. retail industry and the formation of
   dominant multi-category retailers.  Other trends among retailers are
   to require manufacturers to maintain or reduce product prices or
   deliver products with shorter lead times, or for the retailer to
   import generic products directly from foreign sources.  The
   combination of these market influences creates a highly competitive
   environment in which the Company's principal customers continuously
   evaluate which product suppliers to use, resulting in pricing
   pressures and the need for ongoing improvements in customer service.

        For more than 30 years, the Company has positioned itself to
   respond to the challenges of this retail environment by developing
   strong relationships with large, high-volume purchasers.  The Company
   markets its strong multi-product offering through virtually every
   category of high-volume retailer, including discount, drug, grocery
   and variety chains, warehouse clubs, department, hardware and
   specialty stores, home centers, office superstores, contract
   stationers and military exchanges.  The Company's largest customer,
   Wal-Mart (including Sam's Club), accounted for approximately 14% of
   net sales in 1998.  Other top ten customers included Kmart, The Home
   Depot, The Office Depot, Target, JCPenney, United Stationers,
   Hechinger, Office Max and Lowe's.

        The Company's other principal methods of meeting its competitive
   challenges are high brand name recognition, superior customer service
   (including industry leading information technology, innovative
   "good-better-best" marketing and merchandising programs), consistent
   on-time delivery, decentralized manufacturing and marketing,
   centralized administration, and experienced management.



   
<PAGE> 19

   ENVIRONMENT
   -----------

        Information regarding the Company's environmental matters is
   included in the Management's Discussion and Analysis section of this
   report and in note 14 to the consolidated financial statements and is
   incorporated by reference herein.

   EMPLOYEES
   ---------

        The Company has approximately 32,000 employees worldwide, of whom
   approximately 9,300 are covered by collective bargaining agreements
   or, in certain countries, other collective arrangements decreed by
   statute.



 
  Item 2.  Properties
            ----------

        The following table shows the location and general character of
   the principal operating facilities owned or leased by the Company. 
   The executive offices are located in Beloit, Wisconsin, which is an
   owned facility occupying approximately 9,000 square feet.  Other
   Corporate offices are located in Illinois in owned facilities at
   Freeport (occupying 73,000 square feet) and owned and leased space in
   Rockford (occupying 7,000 square feet).  Most of the idle facilities,
   which are excluded from the following list, are subleased while being
   held pending sale or lease expiration.  The Company considers its
   properties to be in generally good condition and well-maintained, and
   are generally suitable and adequate to carry on the Company's
   business.  The properties are used for manufacturing ("M"),
   distribution ("D") and administrative offices ("A"). 



                                           Owned or
                                          Exp. Date          General
        Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    UNITED STATES
    Arkansas         Bentonville            05/99               A
                     Bentonville            M-T-M               A

    Arizona          Phoenix                03/04               D
                     Bizbes                 Owned               M

   
<PAGE> 20

                                           Owned or
                                          Exp. Date          General
        Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    California       Irvine                 Owned               M
                     Irvine                 Owned             M & A
                     Santa Fe Springs       04/00               D
                     Vista                  06/03           M, D & A
                     Westminister           09/02               M
                     Westminister           04/99               M

    Georgia          Athens                 Owned               M
                     Augusta                08/01               A
                     Columbus               Owned               D
                     Columbus               12/99               D
                     Manchester             Owned               M
                     Peachtree City         Owned               A
                     St. Simons             12/99               A

    Illinois         Bannockburn            12/03               A
                     Bellwood               Owned             M & A
                     Bellwood               11/99           M, D & A
                     Freeport               10/01             M & D
                     Freeport               Owned               A
                     Freeport               Owned           M, D & A
                     Freeport               09/00               A
                     Itasca                 M-T-M               A
                     Itasca                 08/99               A
                     Lake Bluff             12/00               A
                     Mundelein              09/99             M & A
                     Rockford               Owned           M, D & A
                     Rockford               Owned               A
                     Rockford               04/04               D
                     Rockford               05/06               A
                     Rockford               10/03               A
                     South Holland          06/02               M
                     Waukegan               07/99               D


    Indiana          Lowell                 Owned           M, D & A
                     Middlebury             Owned               M

    Maine            Libson Falls           03/03             M & D

    Massachusetts    Montague               Owned               M

    Michigan         Sturgis                Owned             M & D
                     Sturgis                Owned             M & D

   
<PAGE> 21

                                           Owned or
                                          Exp. Date          General
        Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    Missouri         Fenton                 12/99               D
                     Fenton                 11/99               D
                     Jackson                Owned           M, D & A
                     Jackson                12/01               D

    Nebraska         Omaha                  09/00               D

    New Hampshire    Claremont              Owned             M & D
                     Claremont              10/00               D

    New Jersey       Rockaway               03/02               M
                     Bloomsbury             Owned           M, D & A
                     Cranbury               12/05               D
                     Greenwich Twp          Owned             M & D
                     Secaucus               12/99               D

    New York         Farmingdale            12/99             M & A
                     Medina                 Owned           M, D & A
                     New York               01/01               D
                     Ogdensburg             Owned             M & A
                     Ogdensburg             Owned               D

    North Carolina   High Point             Owned               M
                     Statesville            05/99             M & A

    Ohio             Bremen                 Owned               M
                     Bremen                 Owned               D
                     Lancaster              M-T-M               A
                     Lancaster              Owned           M, D & A
                     Lancaster              Owned               D
                     Perrysburg             Owned           M, D & A
                     Toledo                 M-T-M               D
                     Toledo                 05/02               D
                     Westerville            Owned             M & A

    Pennsylvania     Ambridge               M-T-M               D
                     Monaca                 Owned             M & A
                     Monaca                 M-T-M               D
                     Shamokin               Owned             M & D
                     Shamokin               Owned               M
                     Sunbury                Owned               D
                     Wampum                 M-T-M               D

    Puerto Rico      Carolina               06/03             D & A
                     Moca                   04/02             M & A

    Rhode Island     North Smithfield       05/05               A


   
<PAGE> 22

                                           Owned or
                                          Exp. Date          General
        Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    Tennessee        Covington              M-T-M               D
                     Johnson City           12/99               D
                     Johnson City           Owned               M
                     Johnson City           05/00               D
                     Lewisburg              Owned           M, D & A
                     Lewisburg              M-T-M               D
                     Maryville              Owned           M, D & A
                     Memphis                12/01             D & A
                     Memphis                02/06           M, D & A
                     Shelbyville            Owned           M, D & A

    Texas            Carrollton             01/00               D
                     Taylor                 M-T-M             M & A
                     Waco                   Owned               M
                     Waco                   07/99               D
                     Waco                   01/06               M

    Utah             Ogden                  Owned               M
                     Salt Lake City         04/99               M

    Vermont          Brangboro              12/07             M & A

    West Virginia    Clarksburg             Owned               D

    Wisconsin        Beloit                 Owned               A
                     Chilton                Owned               M
                     Madison                04/00               D
                     Madison                M-T-M               D
                     Madison                Owned           M, D & A
                     Manitowoc              04/02               D
                     Manitowoc              Owned           M, D & A
                     St. Francis            Owned           M, D & A
                     Cudahy                 06/99               D

    CANADA
    Alberta          Calgary                07/01               M

   
<PAGE> 23

                                         Owned or
                                        Exp. Date          General
      Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    Ontario          Concord                09/99               A
                     Meaford                Owned               D
                     Mississauga            Owned             M & D
                     Oakville               10/99             D & A
                     Pickering              03/07               D
                     Pickering              Corp.               D
                     Pickering              Corp.               D
                     Prescott               09/00               A
                     Prescott               Owned             M & A
                     Prescott               M-T-M               D
                     Richmond Hills         10/00               A
                     Toronto                08/02             M & A
                     Watford                01/04           M, D & A

    Quebec           Repentigny             M-T-M               M

    EUROPE
    Austria          St. Polten             M-T-M               D
                     Wien                   M-T-M               D
                     Worgl Tirol            Owned           M, D & A

    Belarus          Minskij Rajon          03/00               D
                     Minskij Rajon          12/99             D & A

    Belgium          Aarschot               Owned             D & A
                     Zellick                07/07             D & A
                     Bornem                 03/99               D

    Czechia          Zalec                  Owned             D & A

    Denmark          Aars                   Owned               M
                     Hedehusene             M-T-M             M & A
                     Risskov                07/01               A

    Finland          Helsinki               M-T-M               A

    France           Ablis                  02/06               D
                     Avon                   11/99               A
                     Bordeaux               07/99               A
                     Briand                 Owned             M & A
                     Chateauroux            Owned           M, D & A
                     Chateauroux            12/99               D
                     Feuquieres en Virneu   Owned               A
                     Les Ulls Cedex         07/04             D & A
                     Melun Cedex            06/99           M, D & A
                     Mitra Mory             03/07             D & A
                     

   
<PAGE> 24

                                           Owned or
                                          Exp. Date          General
        Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    Germany          Bunde                  11/01             D & A
                     Bunde                  Owned           M, D & A
                     Eckental               Owned             D & A
                     Ernskirchen            Owned               M
                     Garching/Munchen       12/99             D & A
                     Gobritz                M-T-M               D
                     Gobritz                12/05               A
                     Haan                   Owned             D & A
                     Hamburg                11/03               A
                     Hamburg                Owned               D
                     Hamburg                Owned           M, D & A
                     Hamburg                M-T-M               D
                     Henstadt-Ulzburg       Owned             D & A
                     Isny                   10/00               D
                     Isny                   Owned             M & A
                     Isny                   Owned           M, D & A
                     Isny                   M-T-M               D
                     Kirchen                Owned               M
                     Malerhofen             Owned           M, D & A
                     Muhltal                Owned           M, D & A
                     Saara                  12/99               M
                     Schmolin               Owned           M, D & A
                     Schwabisch-Gmund       M-T-M             D & A
                     Tudingen               Owned             D & A
                     Wiebelsheim            Owned           M, D & A
                     Zachow/Berlin          Owned           M, D & A
                     
    Greece           Athens                 12/02             D & A

    Hungary          Budapest               M-T-M             D & A

    Italy            Albignasego            M-T-M             D & A
                     Figino Serenza         Owned               M
                     Milan                  12/01               A
                     Milano                 03/04             D & A
                     Milan                  04/99               D
                     Supino                 Owned               M

    Netherlands      Almere-haven           Owned             D & A

    Norway           Moss                   01/03           M, D & A
                     Oslo                   03/04             D & A

   
<PAGE> 25

                                          Owned or
                                         Exp. Date          General
      Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    Poland           Gdansk                 07/00             D & A
                     Otwock                 M-T-M             D & A
                     Swietochiowice         08/00             D & A
                     Tyniec Maly            Owned           M, D & A

    Portugal         Amadora                Owned             D & A
                     Lisbon                 M-T-M               D
                     Porto                  Owned               D

    Romania          Bukarest               10/01               D
                     Bukarest               12/99               A

    Slovakia         Priavidza              04/99             D & A

    Spain            Barcelona              Owned               D
                     Barcelona              12/03               A
                     Madrid                 12/99               A
                     Madrid                 Owned               D
                     Malaga                 Owned               D
                     Ovledo                 Owned               D
                     Tenerife               M-T-M               D
                     Valladolid             Owned               D
                     Victoria               Owned               M

    Sweden           Andestorp              Owned           M, D & A
                     Malmo                  Owned             M & A
                     Malmo                  M-T-M             M & D
                     Nykoping               06/99           M, D & A

    Switzerland      Riedstr                Owned             D & A

    Turkey           Istanbul               03/00             D & A

   
<PAGE> 26

                                         Owned or
                                        Exp. Date          General
      Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    United Kingdom   Bercl House            Owned             M & A
                     Dunstable              02/05               D
                     King's Lynn            Owned           M, D & A
                     Sheffield              12/12             M & D
                     Sheffield              12/15               D
                     Sheffield              M-T-M             M & D
                     Sheffield              09/10               D
                     Shefford               07/01               D
                     Shefford               05/06               D
                     Slough                 06/07               A
                     Sunderland             Owned               M
                     Sunderland             11/99               D
                     Sunderland             12/00               D
                     Tamworth               Owned             M & A
                     Tamworth               03/00               M
                     Tipton                 12/18               D
                     Venus House            Owned             M & D
                     Worcastershire         Owned               A

    Ukraine          Kiev                   03/00               A

    LATIN AMERICA
    Argentina        Buenos Aires           10/00             D & A

    Brazil           Sao Paulo              01/00               D
                     Sao Paulo              12/99             M & A

    Colombia         Bogota                 Owned           M, D & A

    Mexico           Cancun                 Owned               A
                     Durango                M-T-M               M
                     Estado de Mexico       06/99               D
                     Jocotitian             06/03               M
                     Tijuana                M-T-M               M
                     Tlalnepantla           Owned           M, D & A
                     
    Venezuela        Caracas                Owned               D
                     Maracay                Owned           M, D & A
                     Maracay                M-T-M               M
                     San Vicente            Owned             M & D

    ASIA
    Australia        Noble Park             06/00             D & A
                     Victoria               07/99               A

    China            Hong Kong              09/99             D & A

   
<PAGE> 27

                                          Owned or
                                         Exp. Date          General
       Location           City           if Leased         Character
      -----------          -----         ------------     ------------

    Japan            Fukuoka                12/99               A
                     Osaka                  12/99               A
                     Saitama                M-T-M               D
                     Tokyo                  05/99               A


   Item 3.  Legal Proceedings
   --------------------------

        Information regarding legal proceedings is included in note 14 to
   the consolidated financial statements and is incorporated by reference
   herein.

   
<PAGE> 28


   Item 4.  Submission of Matters to a Vote of Security Holders
   ------------------------------------------------------------

        There were no matters submitted to a vote of the Company's
   shareholders during the fourth quarter of fiscal year 1998.

   Supplementary Item - Executive Officers of the Registrant as of
   12/31/98

   Name                     Age  Present Position With the Company
   ----                     ---  ---------------------------------

   William P. Sovey         65   Chairman of the Board

   John J. McDonough        62   Vice Chairman and Chief Executive
                                 Officer 

   Thomas A. Ferguson, Jr.  51   President and Chief Operating Officer

   Donald L. Krause         59   Senior Vice President-Corporate
                                 Controller

   William T. Alldredge     58   Vice President-Finance

   Richard C. Dell          52   Group President 

   William J. Denton        54   Group President 

   Robert S. Parker         53   Group President

   Gilbert A. Niesen        54   Vice President - Personnel Relations

   William P. Sovey has been Chairman of the Board since January 1, 1998. 
   He was Vice Chairman and Chief Executive Officer of the Company from
   May 1992 through December 1997.  From January 1986 through July 1992,
   he was President and Chief Operating Officer.

   John J. McDonough has been Vice Chairman and Chief Executive Officer
   of the Company since January 1, 1998 and a Director since 1992.  He
   was Senior Vice President-Finance of the Company from November 1981
   through April 1983.  Mr. McDonough has also been President and Chief
   Executive Officer of McDonough Capital Company LLC (an investment
   management company) since April 1995.  Prior thereto, he was Vice
   Chairman and a Director of Dentsply International Inc. (a manufacturer
   and distributor of dental and medical x-ray equipment and other dental
   products) from 1983 through October 1995, and was Chief Executive
   Officer from April 1983 through February 1995.

   Thomas A. Ferguson, Jr. has been President and Chief Operating Officer
   since May 1992.  From January 1989 to May 1992, he was
   President-Operating Companies.

   
<PAGE> 29

   Donald L. Krause was appointed Senior Vice President-Corporate
   Controller in March 1990.  He was President-Industrial Companies from
   February 1988 to March 1990.

   William T. Alldredge has been Vice President-Finance of the Company
   since August 1983.

   Richard C. Dell has been Group President since June 1992.  He was
   President of Amerock from November 1989 to June 1992.  He was
   President of EZ Paintr from September 1987 to November 1989.

   William J. Denton has been Group President since March 1990.  From
   April 1989 to March 1990, he was Vice President-Corporate Controller. 
   He was President of Anchor Hocking Glass from August 1987 to April
   1989.

   Robert S. Parker has been Group President since August 1998.  He was
   President of Sanford Corporation from February 1992 to August 1998.

   Gilbert A. Niesen has been Vice President-Personnel Relations since
   May 1998.  He was Vice President of Human Resources of the Mirro
   Division from March 1994 to May 1998, and Vice President of Human
   Resources of Amerock Corporation from December 1987 to March 1994.

   
<PAGE> 30


                                   PART II


   Item 5.   Market for Registrant's Common Equity and Related
             Stockholder Matters
             -------------------------------------------------

        The Company's Common Stock is listed on the New York and Chicago
   Stock Exchanges (symbol: NWL).  As of December 31, 1998, there were
   16,315 stockholders of record.  The following table sets forth the
   high and low sales prices of the Common Stock on the New York Stock
   Exchange Composite Tape (as published in the Wall Street Journal) for
   the calendar periods indicated.


<TABLE>
<CAPTION>
             <S>         <C>         <C>        <C>        <C>         <C>         <C>
                              1998                   1997                    1996
                         ------------------     ------------------      ------------------
                          High         Low       High       Low          High       Low
                         ---------   -------    -------    -------      --------   -------
             Quarters:
             First       $50 3/16    $40 7/8    $38 3/8    $30 3/8      $28 7/8    $25 5/8
             Second       49 13/16    45 7/16    40 1/16    32 7/8       32         25 1/2
             Third        54 7/16     43 3/16    43 1/4     37 1/2       32         28 1/2
             Fourth       49 1/16     37 13/16   43 3/16    35 1/8       33 1/4     28 1/4

</TABLE>

        The Company has paid regular cash dividends on its Common Stock
   since 1947.  On February 8, 1999, the quarterly cash dividend was
   increased to $0.20 per share from the $0.18 per share that had been
   paid since February 10, 1998.  Prior to this date, the quarterly cash
   dividend paid was $0.16 per share since February 11, 1997, which was
   an increase from the $0.14 per share paid since February 6, 1996.

        Information about the 5.25% convertible quarterly income
   preferred securities issued by a wholly owned subsidiary trust of the
   Company, which are reflected as outstanding in the Company's
   consolidated financial statements as Company-Obligated Mandatorily
   Redeemable Convertible Preferred Securities of a Subsidiary Trust, is
   included in note 5 to the consolidated financial statements and is
   incorporated by reference herein.

   
<PAGE> 31


   Item 6.   Selected Financial Data
             -----------------------

        The following is a summary of certain consolidated financial
   information relating to the Company at December 31.  The summary has
   been derived in part from, and should be read in conjunction with, the 
   consolidated financial statements of the Company included elsewhere in
   this report and the schedules thereto.

   
<TABLE>
   <CAPTION>
     <S>                                 <C>              <C>           <C>           <C>           <C>
                                            1998           1997*          1996*        1995*          1994*
                                            ----           ----           ----         ----           ---- 
                                                         (In thousands, except per share data)
     INCOME STATEMENT DATA
     Net sales                            $3,720,040    $3,336,233     $2,972,839     $2,580,313    $2,141,600
     Cost of products sold                 2,548,064     2,259,551      2,020,116      1,759,871     1,437,518
                                          ----------     ---------      ---------     ----------    ----------
       Gross income                        1,171,976     1,076,682        952,723        820,442       704,082

     Selling, general
       and administrative expenses           583,016       497,739        461,802        392,921       335,532
     Trade names and goodwill
       amortization and other                 54,860        31,882         23,554         19,280        15,400
                                          ----------      --------      ---------      ---------    ----------
       Operating income                      534,100       547,061        467,367        408,241       353,150
     Nonoperating expenses (income):
       Interest expense                       60,397        76,413         58,541         51,443        31,435
       Other, net                           (211,143)      (14,686)       (19,474)       (20,353)      (16,717)
                                          ----------      --------      ---------      ---------     ----------
        Net                                 (150,746)       61,727         39,067         31,090        14,718
                                          ----------      --------      ---------      ---------     ----------
     Income before income taxes              684,846       485,334        428,300        377,151        338,432
       Income taxes                          288,690       192,187        169,258        150,676        137,141
                                          ----------      --------      ---------      ---------     ----------
        Net income                        $  396,156    $  293,147     $  259,042     $  266,475    $   201,291
                                          ==========      ========      =========      =========     ==========
     Earnings Per Share
       Basic                              $     2.44    $     1.81     $     1.60     $     1.40    $      1.25
       Diluted                            $     2.38    $     1.80     $     1.60     $     1.40    $      1.25

     Dividends per share                  $     0.72    $     0.64     $     0.56     $     0.46    $      0.39

     Weighted Average Shares Outstanding
       Basic                                 162,544       162,173        161,858        161,306        160,868
       Diluted                               173,041       163,308        162,281        161,624        161,094




     
<PAGE> 32

                                             1998          1997*           1996*           1995*          1994* 
                                             ----          ----            ----            ----           ----
                                                                      (In thousands)
     BALANCE SHEET DATA

     Inventories                          $  714,531    $  653,200     $   524,444    $   518,039     $   426,847
     Working capital                         769,619       719,215         482,580        462,683         141,592
     Total assets                          4,327,912     4,011,734       3,058,430      2,965,190       2,517,780
     Short-term debt                          76,250        83,914         108,814        165,050         310,790
     Long-term debt, net of
      current maturities                     866,211       786,793         685,608        776,565         423,975
     Stockholders' equity                  1,912,007     1,725,221       1,500,022      1,301,585       1,126,941
     </TABLE>


   *  Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

   1994
   ----

        On August 29, 1994, the Company acquired the assets of the
   decorative window coverings business of Home Fashions, Inc.("HFI"),
   including vertical blinds and pleated shades sold under the Del Mar{R}
   and LouverDrape{R} brand names.  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 ("Faber"), a maker and marketer of markers and writing
   instruments, including wood-cased pencils and rolling ball pens, sold
   under the Eberhard Faber{R} brand name.  Faber was combined with
   Sanford and together they are operated as a single entity called
   Sanford North America.  On November 30, 1994, the Company acquired the
   European consumer products business of Corning Incorporated (now known
   as "Newell Europe").  This acquisition included Corning's consumer
   products manufacturing facilities in England, France and Germany, the
   product lines and right to use the foreign registered trademarks
   Pyrex{R}, Pyroflam{TM} and Visions{TM} brands in Europe, the Middle
   East and Africa, and Corning's consumer distribution network
   throughout these areas under exclusive license from 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.  For these and other minor 1994
   acquisitions, the Company paid $360.8 million in cash and assumed
   $12.8 million of debt.

        These transactions were accounted for as purchases; therefore,
   results of operations are included in the accompanying consolidated
   financial statements since their respective dates of acquisition.  The
   acquisition costs were allocated to the fair market value of the
   assets acquired and liabilities assumed and resulted in trade names
   and goodwill of approximately $202.2 million.

   1995
   ----

        On October 2, 1995, the Company acquired Decorel Incorporated
   ("Decorel"), a manufacturer and marketer of ready-made picture frames. 

   
<PAGE> 33

   Decorel was combined with Intercraft.  On November 2, 1995, the
   Company acquired Berol Corporation ("Berol"), a designer, manufacturer
   and marketer and markers and writing instruments.  Berol was combined
   with Sanford. The U.S. component of Berol is operated as part of the
   Sanford North America division.  The international piece is operated
   as part of Sanford International.  For these and other minor 1995
   acquisitions, the Company paid $210.6 million in cash, issued 379,507
   shares of the Company's Common Stock (valued at approximately $9.5
   million) and assumed $144.2 million of debt.

        The transactions were accounted for as purchases; therefore
   results of operations are included in the accompanying consolidated
   financial statements since their respective dates of acquisition.  The
   acquisition costs were allocated to the fair market value of the
   assets acquired and liabilities assumed and resulted in trade names
   and goodwill of approximately $181.1 million.



     
<PAGE> 34

   Subsequent Years
   ----------------

        Information regarding businesses acquired in the last three years
   is included in note 2 to the consolidated financial statements.

   QUARTERLY SUMMARIES

   Summarized quarterly data for the last three years is as follows
   (unaudited):

     
<TABLE>
     <CAPTION>

     <S>                          <C>            <C>         <C>           <C>           <C>
     Calendar Year                1st            2nd         3rd           4th          Year
     -------------                ---            ---         ---           ---          ----
                                            (In millions, except per share data)
     1998
     ----
     Net sales                   $ 770.5       $ 922.7      $ 957.1      $1,069.7      $3,720.0
     Gross income                  231.0         307.4        325.2         308.4       1,172.0
     Net income                    148.9          88.7         99.2          59.4         396.2
     Earnings per share:
       Basic                        0.92           0.55         0.61          0.36          2.44
       Diluted                      0.88           0.54         0.60          0.36          2.38

     1997*
     ----
     Net sales                   $ 650.0       $ 819.3      $ 925.7      $ 941.2       $3,336.2
     Gross income                  195.1         270.1        298.6        312.9        1,076.7
     Net income                     37.7          77.0         87.2         91.2          293.1
     Earnings per share:
       Basic                        0.23           0.48         0.54         0.56           1.81
       Diluted                      0.23           0.47         0.54         0.56           1.80

     1996*
     ----
     Net sales                   $ 638.8       $ 753.2      $ 791.7      $ 789.1       $2,972.8
     Gross income                  189.6         243.8        257.8        261.5          952.7
     Net income                     33.0          67.3         76.3         82.4          259.0
     Earnings per share:
       Basic                         0.20          0.42         0.47         0.51           1.60
       Diluted                       0.20          0.42         0.47         0.51           1.60

     </TABLE>


   *  Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

   
<PAGE> 35


   Item 7.   Management's Discussion and Analysis of Results of
             Operations and Financial Condition
             --------------------------------------------------

             The following discussion and analysis provides information
   which management believes is relevant to an assessment and
   understanding of the Company's consolidated results of operations and
   financial condition.  The discussion should be read in conjunction
   with the consolidated financial statements and notes thereto.


   Introduction
   ------------

             The Company's primary financial goals are to increase sales
   and earnings per share an average of 15% per year, to achieve an
   annual return on beginning equity ("ROE") of 20% or above, to increase
   dividends per share in line with earnings growth, and to maintain a
   prudent ratio of total debt to total capitalization, net of cash
   ("leverage"). The Company has achieved most of these goals over the
   last ten years, increasing sales and earnings per share at compound
   annual rates of 13% and 16%, respectively, averaging 21% ROE,
   increasing dividends per share at a compound annual rate of 18% and
   averaging 26% leverage. The Company believes that the principal
   factors affecting its ability to achieve these objectives in the
   future are likely to be the realized rates of both acquisition and
   internal growth and the Company's continued ability to integrate
   acquired businesses through a process called "Newellization."


             Since 1990, the Company has more than tripled its sales by
   acquiring businesses with aggregate annual sales of approximately $3
   billion (excluding Rubbermaid). The rate at which the Company can
   integrate Rubbermaid and other recent acquisitions to meet the
   Company's standards of profitability will affect near-term financial
   results. Over the longer term, the Company's ability both to make and
   to integrate strategic acquisitions will impact the Company's
   financial results.

             The Company pursues internal growth by introducing new
   products, entering new domestic and international markets, adding new
   customers, cross-selling existing product lines to current customers
   and supporting its U.S. based customers' international expansion. The
   Company's goal is to achieve an internal growth rate of 3-5% per year,
   and over the last five years, it has achieved an average of 5% annual
   internal growth. Internal growth is defined by the Company as growth
   from its "core businesses," which include continuing businesses owned
   more than two years and minor acquisitions. The Company believes that
   its future internal growth will likely depend on its continued success
   in these areas, as well as external factors. 

   
<PAGE> 36

   RESULTS OF OPERATIONS

             The following table sets forth for the period indicated
   items from the Consolidated Statements of Income as a percentage of
   net sales:

     
<TABLE>
     <CAPTION>

      <S>                               <C>                      <C>                      <C>
     Year Ended December 31,           1998                     1997*                    1996*
                                       -----                    -----                    -----
     Net sales                         100.0%                    100.0%                   100.0%
     Cost of products sold              68.5                      67.7                     68.0
                                      ----------------------------------------------------------
              Gross income              31.5                      32.3                     32.0
     Selling, general and 
              administrative expenses   15.6                      14.9                     15.5
     Goodwill amortization 
     and other                           1.5                       1.0                      0.8
                                      -----------------------------------------------------------
              Operating income          14.4                      16.4                     15.7
     Nonoperating expenses: 
              Interest expense           1.6                       2.3                      2.0
              Other, net                (5.6)                     (0.4)                    (0.7)
                                      ------------------------------------------------------------
                                        (4.0)                      1.9                      1.3
                                      ------------------------------------------------------------
     Pre-tax income                     18.4                      14.5                     14.4
     Income taxes                        7.8                       5.7                      5.7
                                      ------------------------------------------------------------
              Net income                10.6%                      8.8%                     8.7%
                                      ============================================================
     </TABLE>



   * Restated for the merger with Calphalon Corporation, which was accounted for
     as a pooling of interests.


   1998 vs. 1997
   -------------

             Net sales for 1998 were $3,720.0 million, representing an
   increase of $383.8 million or 11.5% from $3,336.2 million in 1997. The
   overall increase in net sales was primarily attributable to
   contributions from Rolodex (acquired in March 1997), Kirsch (acquired
   in May 1997), Eldon (acquired in June 1997), Swish (acquired in March
   1998), Panex (acquired in June 1998), Gardinia (acquired in August
   1998), Rotring (acquired in September 1998) and 4% internal growth.
   The 1997 and 1998 acquisitions are described in note 2 to the
   consolidated financial statements.

             As of December 31, 1998, the Company adopted SFAS No. 131,
   "Disclosure about Segments of an Enterprise and Related Information."
   After reviewing the criteria for determining segments, the Company
   believes it has three reportable operating segments: Hardware and Home
   Furnishings, Office Products, and Housewares. This segmentation is

   
<PAGE> 37

   appropriate because the Company organizes its product categories into
   these groups when making operating decisions and assessing
   performance, and the Company divisions included in each group sell
   primarily to the same retail channel: Hardware and Home Furnishings
   (home centers and hardware stores), Office Products (office
   superstores and contract stationers), and Housewares (discount stores
   and warehouse clubs). 

             Net sales for each of the Company's segments (and the
   primary reasons for the year-to-year changes) were as follows, in
   millions:

   
<TABLE>
   <CAPTION>

     <S>                                        <C>               <C>              <C>

     Year Ended December 31,                    1998              1997*            % Change
     --------------------------------------------------------------------------------------

     Hardware and
       Home Furnishings                         $1,758.1           $1,484.8       18.4%(1)
     Office Products                             1,040.3              899.2       15.7%(2)
     Housewares                                    921.6              952.2       (3.2)%(3)
                                              ---------------------------------------------
                                                $3,720.0           $3,336.2       11.5%
                                              =============================================

     Primary Reasons for Changes:

   (1)  6% internal growth and Kirsch (May 1997), Swish (March 1998), 
        and Gardinia (August 1998) acquisitions

   (2)  8% internal growth and Rolodex (March 1997), Eldon (June 1997)
        and Rotring (September 1998) acquisitions, offset partially by
        Stuart Hall divestiture

   (3)  3% internal sales declines and Newell Plastics divestiture,
        offset partially by Panex (June 1998) acquisition.

   * Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

             Gross income as a percent of net sales in 1998 was  31.5% or
   $1,172.0 million versus 32.3% or $1,076.7 million in 1997. Excluding
   costs associated with the 1998 Calphalon acquisition and certain
   realignment and other charges, gross income as a percent of net sales
   in 1998 was 32.2%. The slight decrease in gross margins was due to the
   1998 acquisitions, which had gross margins lower than the Company's
   average gross margins. As the 1998 acquisitions are integrated, the
   Company expects its gross margins to improve. This decline was
   partially offset by increases in gross margins at several of the
   Company's core businesses.

             Selling, general and administrative expenses ("SG&A") in
   1998 were 15.6% of net sales or $583.0 million versus 14.9% or $497.7
   million in 1997. Excluding costs associated with the 1998 Calphalon

   
<PAGE> 38

   acquisition and certain realignment and other charges, SG&A was 15.0%
   of net sales. The slight increase in SG&A as a percent of net sales
   was primarily due to the 1998 acquisitions, whose spending levels are
   higher than the Company's average. As these acquisitions are
   integrated, the Company expects its SG&A spending levels as a
   percentage of net sales to decline.

             The Company has reclassified trade names and goodwill
   amortization from nonoperating expense to operating expense for all
   periods presented. Trade names and goodwill amortization as a
   percentage of net sales was 1.0% in both 1998 and 1997, excluding
   charges of $16.2 million (which included write-offs of intangible
   assets) recorded in 1998.

             Operating income in 1998 was 14.4% of net sales or $534.1
   million versus 16.4% or $547.1 million in 1997. Excluding costs
   associated with the 1998 Calphalon acquisition ($28.8 million) and
   certain realignment and other charges ($38.8 million), operating
   income in 1998 was $601.7 or 16.2% of net sales. The slight decrease
   in operating margins in 1998 was primarily due to the 1998
   acquisitions, whose operating margins are improving as they are being
   integrated but are still operating at less than the Company's average
   operating margins. This decline was offset partially by increases in
   operating margins at several of the Company's core businesses.

             Other nonoperating income in 1998 was 4.0% of net sales or
   $150.7 million versus other nonoperating expenses of 1.9% or $61.8
   million in 1997. The $212.5 million increase in income was due
   primarily to a net pre-tax gain of $191.5 million on the sale of the
   Company's stake in The Black & Decker Corporation and a pre-tax gain
   of $35.6 million on the sales of Stuart Hall and Newell Plastics. This
   increase was partially offset by increases in distributions of $25.2
   million related to the convertible preferred securities issued by a
   subsidiary trust in December 1997. 

             For 1998 and 1997, the effective tax rates were 42.2% and
   39.6%, respectively. The rate increase was the result of
   non-deductible goodwill related to the sales of the two businesses;
   excluding this item, the overall tax rate was 39.0% in 1998. See Note
   11 to the consolidated financial statements for an explanation of the
   effective tax rate.

             Net income for 1998 was $396.2 million, representing an
   increase of $103.1 million or 35.2% from 1997. Basic earnings per
   share in 1998 increased 34.8% to $2.44 versus $1.81 in 1997; diluted
   earnings per share in 1998 increased 32.2% to $2.38 versus $1.80 in
   1997. Excluding the net pre-tax gain on the sale of Black & Decker
   stock of $191.5 million ($116.8 million after taxes), the net pre-tax
   gain of $35.6 million on the sales of Stuart Hall and Newell Plastics
   ($0.4 million after taxes) and costs associated with the 1998
   Calphalon acquisition and certain realignment and other charges of
   $67.6 million ($40.8 million after taxes), net income in 1998

   
<PAGE> 39

   increased $26.7 million or 9.1% to $319.8 million. The increase in net
   income, excluding the gains and charges noted above, was primarily due
   to strong shipments at the Company's core Office Products and Hardware
   and Home Furnishings businesses.

   1997 vs. 1996
   -------------

             Net sales for 1997 were $3,336.2 million, representing an
   increase of $363.4 million or 12.2% from $2,972.8 million in 1996. The
   overall increase in net sales was primarily attributable to
   contributions from Rolodex (acquired in March 1997), Kirsch (acquired
   in May 1997), Eldon (acquired in June 1997) and 3% internal growth.
   The 1997 acquisitions are described in note 2 to the consolidated
   financial statements.

   
<PAGE> 40

             Net sales for each of the Company's segments (and the
   primary reasons for the year-to-year changes) were as follows, in
   millions:


</TABLE>


<TABLE>
<CAPTION>

       <S>                                     <C>                     <C>                        <C>

      Year Ended December 31,                    1997*                   1996*                    % Change
     ------------------------------------------------------------------------------------------------------

     Hardware and
              Home Furnishings                  $1,484.8                 $1,299.3                  14.3%(1)
     Office Products                               899.2                    741.8                  21.2%(2)
     Housewares                                    952.2                    931.7                   2.2%(3)
                                              -------------------------------------------------------------
                                                $3,336.2                 $2,972.8                  12.2%
                                              =============================================================
</TABLE>


     Primary Reasons for Changes:

   (1)  2% internal growth and Kirsch (May 1997) acquisition

   (2)  6% internal growth and Rolodex (March 1997) and Eldon (June 1997)
        acquisitions

   (3)  Internal growth

   * Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

             Gross income as a percent of net sales in 1997 was  32.3% or
   $1,076.7 million versus 32.0% or $952.7 million in 1996. Gross margins
   improved as a result of cost savings achieved through the integration
   of several picture frame businesses acquired by the Company in recent
   years, profitability improvement at the Company's Levolor Home
   Fashions division and increased gross margins at several of the
   Company's other core businesses. The increase in gross margins was
   offset partially by 1997 acquisitions which had gross margins lower
   than the Company's average gross margins. As these acquisitions are
   integrated, the Company expects its gross margins to improve.

             SG&A in 1997 was 14.9% of net sales or $497.7 million versus
   15.5% or $461.8 million in 1996. Core business SG&A spending as a
   percentage of sales decreased primarily as a result of cost savings
   arising from the picture frame business integration. This decrease was
   offset partially by the 1997 acquisitions, which had higher SG&A than
   the Company's average SG&A as a percent of net sales. As these
   acquisitions are integrated, the Company expects its SG&A spending
   levels as a percentage of net sales to decline.

             Trade names and goodwill amortization as a percentage of net
   sales in 1997 was comparable to 1996.

             Operating income in 1997 was 16.4% of net sales or $547.1
   million versus 15.7% or $467.3 million in 1996. The increase in
   operating margins was primarily due to cost savings as a result of the

   
<PAGE> 41

   picture frame business integration, profitability improvement at the
   Company's Levolor Home Fashions division and increased core business
   gross margins, offset partially by 1997 acquisitions which had average
   operating margins lower than the Company's average operating margins.

             Net nonoperating expenses in 1997 were 1.9% of net sales or
   $61.8 million versus 1.3% or $39.0 million in 1996. The $22.8 million
   increase was due primarily to a $16.6 million increase in interest
   expense (as a result of additional borrowings related to the 1997
   acquisitions) and a $7.0 million decrease in dividend income. Dividend
   income decreased as a result of the conversion on October 15, 1996 by
   Black & Decker of 150,000 shares of privately placed Black & Decker
   convertible preferred stock, Series B, owned by the Company (purchased
   at a cost of $150.0 million) into 6.4 million shares of Black & Decker
   Common Stock. Prior to conversion, the preferred stock paid a 7.75%
   cumulative dividend, aggregating $2.9 million per quarter, before the
   effect of income taxes. After the conversion, the dividends paid to
   the Company on the shares of Black & Decker Common Stock owned by the
   Company as a result of the conversion totaled $0.8 million per
   quarter, before the effect of income taxes. For supplementary
   information regarding other nonoperating expenses, see note 12 to the
   consolidated financial statements.

             The effective tax rate was 39.6% and 39.5% in 1997 and 1996,
   respectively. See Note 11 to the consolidated financial statements for
   an explanation of the effective tax rate.

             Net income for 1997 was $293.1 million, representing an
   increase of $34.1 million or 13.2% from 1996. Basic earnings per share
   in 1997 increased 13.1% to $1.81 versus $1.60 in 1996; diluted
   earnings per share in 1997 increased 12.5% to $1.80 versus $1.60 in
   1996. The increases in net income and earnings per share were
   primarily attributable to cost savings arising from the picture frame
   business integration, profitability improvement at the Company's
   Levolor Home Fashions division, cost savings as a result of the Kirsch
   integration into the Newell Window Furnishings division and increased
   operating margins at several of the Company's other core businesses.

   LIQUIDITY AND CAPITAL RESOURCES

   Sources
   -------

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

             Cash provided by operating activities in 1998 was $302.6
   million, representing a decrease of $73.8 million from $376.4 million
   for 1997. This decrease was primarily due to an increase in payments
   related to liabilities at acquired businesses.

   
<PAGE> 42

             On March 3, 1998, the Company received $378.3 million
   (before the payment of taxes on the net gain) from the sale of
   7,862,300 shares of Black & Decker common stock. The proceeds from the
   sale were used to pay down commercial paper.

             In the third quarter of 1998, the Company received $199.0
   million (before the payment of taxes on the net gains) from the sales
   of Stuart Hall and Newell Plastics.

             The Company has short-term foreign and domestic uncommitted
   lines of credit with various banks which are available for short-term
   financing. Borrowings under the Company's uncommitted lines of credit
   are subject to discretion of the lender. The Company's uncommitted
   lines of credit do not have a material impact on the Company's
   liquidity. Borrowings under the Company's uncommitted lines of credit
   at December 31, 1998 totaled $69.2 million.

             During 1997, the Company amended its revolving credit
   agreement to increase the aggregate borrowing limit to $1.3 billion,
   at a floating interest rate. The revolving credit agreement will
   terminate in August 2002. At December 31, 1998, there were no
   borrowings under the revolving credit agreement.

             In lieu of borrowings under the Company's revolving credit
   agreement, the Company may issue up to $1.3 billion of commercial
   paper. The Company's revolving credit agreement provides the committed
   backup liquidity required to issue commercial paper. Accordingly,
   commercial paper may only be issued up to the amount available for
   borrowing under the Company's revolving credit agreement. At December
   31, 1998, $125.0 million (principal amount) of commercial paper was
   outstanding. The entire amount is classified as long-term debt.

             The Company has a universal shelf registration statement on
   file for the issuance of up to $500.0 million of debt and equity
   securities from time to time. The Company issued during 1998 and has
   outstanding as of December 31, 1998 a total of $470.5 million of
   Medium-term notes under this program. The maturities on these notes
   range from five to thirty years at an average interest rate of 6.0%.

             At December 31, 1998, the Company had outstanding $263.0
   million (principal amount) of Medium-term notes issued under a
   previous shelf registration statement with maturities ranging from
   five to ten years at an average interest rate of 6.3%.


   Uses
   ----

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

   
<PAGE> 43

             In 1998, the Company acquired Swish, Panex, Gardinia and
   Rotring and made other minor acquisitions for cash purchase prices
   totaling $413.3 million. In 1997, the Company acquired Rolodex, Kirsch
   and Eldon and made other minor acquisitions for cash purchase prices
   totaling $762.1 million. In 1996, the Company acquired Holson Burnes
   and completed other minor acquisitions for consideration that included
   cash of $42.6 million. All of these acquisitions were accounted for as
   purchases and were paid for with proceeds obtained from the issuance
   of commercial paper, medium-term notes and notes payable under the
   Company's lines of credit.

             Capital expenditures were $147.7 million, $103.2 million and
   $96.2 million in 1998, 1997 and 1996, respectively. The increase in
   1998 was primarily due to the replacement of glass manufacturing tanks
   at the Newell Europe and Anchor Hocking divisions.

             The Company has paid regular cash dividends on its Common
   Stock since 1947. On February 8, 1999, the quarterly cash dividend was
   increased to $0.20 per share from the $0.18 per share that had been
   paid since February 10, 1998. Prior to this date, the quarterly cash
   dividend paid was $0.16 per share since February 11, 1997, which was
   an increase from the $0.14 per share paid since February 6, 1996.
   Dividends paid during 1998, 1997 and 1996 were $116.5 million, $101.8
   million and $88.9 million, respectively.

             Retained earnings increased in 1998, 1997 and 1996 by $279.7
   million, $191.3 million and $170.1 million, respectively. The higher
   increase in 1998 versus the increase in 1997 was primarily due to a
   pre-tax gain of $191.5 million ($116.8 million after taxes) on the
   sale of the Black & Decker common stock. The average dividend payout
   ratio to common stockholders in 1998, 1997 and 1996 was 30%, 36% and
   35%, respectively (represents the percentage of diluted earnings per
   share paid in cash to stockholders).

             Working capital at December 31, 1998 was $769.6 million
   compared to $719.2 million at December 31, 1997 and $482.6 million at
   December 31, 1996. The current ratio at December 31, 1998 was 1.94:1
   compared to 2.01:1 at December 31, 1997 and 1.72:1 at December 31,
   1996.  

             Total debt to total capitalization (total debt is net of
   cash and cash equivalents, and total capitalization includes total
   debt, company-obligated mandatorily redeemable convertible preferred
   securities of a subsidiary trust and stockholders' equity) was .27:1
   at December 31, 1998, .27:1 at December 31, 1997 and .35:1 at December
   31, 1996.

             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> 44


   LEGAL AND ENVIRONMENTAL MATTERS

             The Company is subject to certain legal proceedings and
   claims, including various environmental matters, that have arisen in
   the ordinary conduct of its business. Such matters are more fully
   described in Note 14 to the Company's consolidated financial
   statements. The Company does not expect any amount it may be required
   to pay in excess of amounts reserved will have a material effect on
   its consolidated financial statements.


   YEAR 2000 COMPUTER COMPLIANCE

   State of Readiness
   ------------------

             Any computer equipment that uses two digits instead of four
   to specify the year will be unable to interpret dates beyond the year
   1999. This "Year 2000" issue could result in system failures or
   miscalculations causing disruptions of operations.

             In order to address Year 2000 compliance issues, the Company
   has initiated a comprehensive project designed to minimize or
   eliminate these kinds of operational disruptions in its information
   technology ("IT") systems, as well as its non-IT systems (e.g., HVAC
   systems and building security systems). The project consists of six
   phases: company recognition, inventory of systems, impact analysis,
   planning, fixing and testing. 

             The Company has substantially completed all phases for its
   IT and non-IT systems in the United States. With respect to
   International IT systems, approximately 60% of the Company's critical
   business systems are currently compliant and approximately 40% are in
   the process of being fixed and tested. With respect to International
   non-IT systems, the assessment phase indicated a need for only minor
   fixing. For both International IT and non-IT systems, the fixing and
   testing phases currently underway are generally expected to be
   completed by June 1999.

             As part of its Year 2000 project, the Company has initiated
   communications with all of its key vendors and services suppliers
   (including raw material and utility providers) to assess their state
   of Year 2000 readiness. Over 80% of its key vendors and service
   suppliers have responded in writing to the Company's Year 2000
   readiness inquiries and have said they will be Year 2000 compliant.
   The Company plans to continue assessment of its third party business
   partners, including face-to-face meetings with management and/or
   onsite visits as deemed appropriate. The Company is prepared in cases
   where its main vendor or service provider cannot continue with its
   business due to Year 2000 problems to use alternate vendors as sources
   for required materials. Despite the Company's efforts, there can be no

   
<PAGE> 45

   guarantee that the systems of other companies which the Company relies
   upon to conduct its day-to-day business will be compliant.


   Costs
   -----

             The Company estimates that it will incur total expenses of
   $14 million to $16 million in conjunction with the Year 2000
   compliance project (excluding such expenses relating to the Rubbermaid
   operations). As of December 31, 1998, the Company has spent $14
   million in conjunction with this project. The majority of these
   expenditures were capitalized since they were associated with
   purchased software that would have been replaced in the normal course
   of business.


   Risks
   -----

             With respect to the risks associated with its IT and non-IT
   systems, the Company believes that the most likely worst case scenario
   is that the Company may experience minor system malfunctions and
   errors in the early days and weeks of 2000 that were not detected
   during its fixing and testing efforts. The Company also believes that
   these problems will not have a material effect on the Company's
   financial condition or results of operations.

             With respect to the risks associated with third parties, the
   Company believes that the most likely worst case scenario is that some
   of the Company's vendors will not be compliant and will have
   difficulty filling orders and delivering goods. Management also
   believes that the number of such vendors will have been minimized by
   the Company's program of identifying non-compliant vendors and
   replacing or jointly developing alternative supply or delivery
   solutions prior to 2000. Due to the diversity of its product lines,
   the Company does not have material sensitivity to any one vendor or
   service supplier.

             The Company has limited the scope of its risk assessment to
   those factors upon which it can reasonably be expected to have an
   influence. For example, the Company has made the assumption that
   government agencies, utility companies and telecommunications
   providers will continue to operate. Obviously, the lack of such
   services could have a material effect on the Company's ability to
   operate, but the Company has little if any ability to influence such
   an outcome, or to reasonably make alternative arrangements in advance
   for such services in the event they are unavailable. 

   
<PAGE> 46

   Contingency Plans
   -----------------

             In the United States, the Company has all of its major
   business systems running on a centralized system for all of its
   operating divisions. Although extensive testing has been completed for
   these systems, the following contingency plan has been adopted for
   Year 2000 issues that may occur on January 1, 2000 and thereafter:

             -    A triage team has been assembled which has the
                  authority and financial capabilities to rectify all
                  systems problems that may occur. 

             -    The team consists of Corporate officers and managers
                  from every support function. 

             -    The team has access to vendor support hotlines and
                  internal staffs. 

             -    Once a problem has been identified and course of action
                  determined, staff will be assigned to provide
                  around-the-clock corrective actions until the problem
                  is resolved.


   INTERNATIONAL OPERATIONS
   ------------------------

             The Company's non-U.S. business is growing at a faster pace
   than its business in the United States. This growth outside the U.S.
   has been fueled by recent international acquisitions, which
   supplemented the Company's existing Canadian businesses and Newell
   International, the Company's subsidiary responsible for the majority
   of exports of the Company's products. For the year ended December 31,
   1998, the Company's non-U.S. business accounted for approximately 22%
   of sales and 16% of operating income (see note 13 to the consolidated
   financial statements). Growth of both the U.S. and the non-U.S.
   businesses is shown below:

   
<PAGE> 47


<TABLE>
<CAPTION>
      <S>                               <C>              <C>         <C>

     Year Ended December 31,             1998             1997*      % Change
     -------------------------------------------------------------------------
     (in millions) 

     Net sales:
                U.S.                   $2,906.1         $2,796.6         3.9%
                Non-U.S.                  813.9            539.6        50.8
                                      ------------------------------
     Total                             $3,720.0         $3,336.2        11.5%
                                      ==============================
     Operating income: 
                U.S.                   $  449.0         $  460.8        (2.6)%
                Non-U.S.                   85.1             86.3        (1.4)
                                      ------------------------------
     Total                             $  534.1         $  547.1        (2.4)%
                                      ==============================


     Year Ended December 31,              1997*         1996*         % Change
     --------------------------------------------------------------------------
     (in millions) 

     Net sales:
                U.S.                   $2,796.6         $2,558.2         9.3%
                Non-U.S.                  539.6            414.6        30.1
                                       ----------------------------
     Total                             $3,336.2         $2,972.8        12.2%
                                      =============================
     Operating income:
                U.S.                   $  460.8         $  401.7        14.7%
                Non-U.S.                   86.3             65.7        31.4
                                     ------------------------------
     Total                             $  547.1         $  467.4        17.1%
                                      =============================

</TABLE>


     * Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

   MARKET RISK

             The Company's market risk is impacted by changes in interest
   rates, foreign currency exchange rates, and certain commodity prices.
   Pursuant to the Company's policies, natural hedging techniques and
   derivative financial instruments may be utilized to reduce the impact
   of adverse changes in market prices. The Company does not hold or
   issue derivative instruments for trading purposes.

             The Company's primary market risk is interest rate exposure,
   primarily in the United States. The Company manages interest rate
   exposure through its conservative debt ratio target and its mix of
   fixed and floating rate debt. Interest rate exposure was reduced

   
<PAGE> 48

   significantly in 1997 from the issuance of $500 million 5.25%
   Company-Obligated Mandatorily Redeemable Convertible Preferred
   Securities of a Subsidiary Trust, the proceeds of which reduced
   commercial paper. Interest rate swaps may be used to adjust interest
   rate exposures when appropriate based on market conditions, and, for
   qualifying hedges, the interest differential of swaps is included in
   interest expense. 

             The Company's foreign exchange risk management policy
   emphasizes hedging anticipated intercompany and third-party commercial
   transaction exposures of one year duration or less. The Company
   focuses on natural hedging techniques of the following form: 1) 
   offsetting or netting of like foreign currency cash flows, 2)
   structuring foreign subsidiary balance sheets with appropriate levels
   of debt to reduce subsidiary net investments and subsidiary cash flows
   subject to conversion risk, 3) converting excess foreign currency
   deposits into U.S. dollars or the relevant functional currency and 4)
   avoidance of risk by denominating contracts in the appropriate
   functional currency. In addition, the Company utilizes forward
   contracts and purchased options to hedge commercial and intercompany
   transactions. Gains and losses related to qualifying hedges of
   commercial transactions are deferred and included in the basis of the
   underlying transactions. Derivatives used to hedge intercompany
   transactions are marked to market with the corresponding gains or
   losses included in the consolidated statements of income.

             Due to the diversity of its product lines, the Company does
   not have material sensitivity to any one commodity. The Company
   manages commodity price exposures primarily through the duration and
   terms of its vendor contracts.

             The amounts shown below represent the estimated potential
   economic loss that the Company could incur from adverse changes in
   either interest rates or foreign exchange rates using the
   value-at-risk estimation model. The value-at-risk model uses
   historical foreign exchange rates and interest rates to estimate the
   volatility and correlation of these rates in future periods. It
   estimates a loss in fair market value using statistical modeling
   techniques and including substantially all market risk exposures
   (specifically excluding equity-method investments). The fair value
   losses shown in the table below have no impact on results of
   operations or financial condition as they represent economic not
   financial losses.

     
<PAGE> 49

<TABLE>
<CAPTION>

      <S>                              <C>              <C>             <C>
                                                        Time          Confidence
                                       Amount           Period           Level
     -------------------------------------------------------------------------
     (In millions)

     Interest rates                    $8.6             1 day            95%
     Foreign exchange                  $1.8             1 day            95%

</TABLE>


               The 95% confidence interval signifies the Company's degree
   of confidence that actual losses would not exceed the estimated losses
   shown above. The amounts shown here disregard the possibility that
   interest rates and foreign currency exchange rates could move in the
   Company's favor. The value-at-risk model assumes that all movements in
   these rates will be adverse. Actual experience has shown that gains
   and losses tend to offset each other over time, and it is highly
   unlikely that the Company could experience losses such as these over
   an extended period of time. These amounts should not be considered
   projections of future losses, since actual results may differ
   significantly depending upon activity in the global financial markets.

   EURO CURRENCY CONVERSION

             On January 1, 1999, the "Euro" became the common legal
   currency for 11 of the 15 member countries of the European Union. On
   that date, the participating countries fixed conversion rates between
   their exiting sovereign currencies ("legacy currencies") and the Euro.
   On January 4, 1999, the Euro began trading on currency exchanges and
   became available for non-cash transactions, if the parties elect to
   use it. The legacy currencies will remain legal tender through
   December 31, 2001. Beginning January 1, 2002, participating countries
   will introduce Euro-denominated bills and coins, and effective July 1,
   2002, legacy currencies will no longer be legal tender.

             After the dual currency phase, all businesses in
   participating countries must conduct all transactions in the Euro and
   must convert their financial records and reports to be Euro-based. The
   Company has commenced an internal analysis of the Euro conversion
   process to prepare its information technology systems for the
   conversion and analyze related risks and issues, such as the benefit
   of the decreased exchange rate risk in cross-border transactions
   involving participating countries and the impact of increased price
   transparency on cross-border competition in these countries.

             The Company believes that the Euro conversion process will
   not have a material impact on the Company's businesses or financial
   condition on a consolidated basis.

   FORWARD LOOKING STATEMENTS

             Forward-looking statements in this Report are made in
   reliance upon the safe harbor provisions of the Private Securities
   Litigation Reform Act of 1995. Such forward-looking statements may

   
<PAGE> 50

   relate to, but are not limited to, such matters as sales, income,
   earnings per share, return on equity, capital expenditures, dividends,
   capital structure, free cash flow, debt to capitalization ratios,
   interest rates, internal growth rates, Euro conversion plans and
   related risks, Year 2000 plans and related risks, pending legal
   proceeding and claims (including environmental matters), future
   economic performance, management's plans, goals and objectives for
   future operations and growth or the assumptions relating to any of the
   forward-looking information. The Company cautions that forward-looking
   statements are not guarantees since there are inherent difficulties in
   predicting future results. Actual results could differ materially from
   those expressed or implied in the forward-looking statements. Factors
   that could cause actual results to differ include, but are not limited
   to, those matters set forth in this Report, the documents incorporated
   by reference herein and Exhibit 99 to this Report.


 
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk
            ----------------------------------------------------------

        The information required by this item is incorporated herein by
   reference to the section entitled "Market Risk" in the Company's
   Management's Discussion and Analysis of Results of Operations and
   Financial Condition (Part II, Item 7).

   
<PAGE> 51


   Item 8.   Financial Statements and Supplementary Data
             -------------------------------------------


                  Report of Independent Public Accountants
                  ----------------------------------------

   To the Stockholders of Newell Co.:

             We have audited the accompanying consolidated balance sheets
   of Newell Co. (a Delaware corporation) and subsidiaries as of December 
   31, 1998, 1997 and 1996, and the related consolidated statements of income, 
   stockholders' equity and comprehensive income and cash flows for each of 
   the three years in the period ended December 31, 1998. These consolidated 
   financial statements are the responsibility of Newell Co. management. 
   Our responsibility is to express an opinion on these consolidated 
   financial statements based on our audits.

             We conducted our audits in accordance with generally
   accepted auditing standards. Those standards require that we plan and
   perform the audit to obtain reasonable assurance about whether the
   financial statements are free of material misstatement. An audit
   includes examining, on a test basis, evidence supporting the amounts
   and disclosures in the financial statements. An audit also includes
   assessing the accounting principles used and significant estimates
   made by management, as well as evaluating the overall financial
   statement presentation. We believe that our audits provide a
   reasonable basis for our opinion.

             In our opinion, the financial statements referred to above
   present fairly, in all material respects, the financial position of
   Newell Co. and subsidiaries as of December 31, 1998, 1997 and 1996,
   and the results of their operations and their cash flows for each of
   the three years in the period ended December 31, 1998, in conformity
   with generally accepted accounting principles.

             Our audit was made for the purpose of forming an opinion on
   the basic financial statements taken as a whole.  The schedule listed
   in Part IV Item 14(a)(2) of this Form 10-K is presented for purposes
   of complying with the Securities and Exchange Commission's rules and
   is not a part of the basic financial statements.  This schedule has
   been subjected to the auditing procedures applied in our audit of the
   basic financial statements and, in our opinion, fairly states in all
   material respects the financial data required to be set forth therein
   in relation to the basic financial statements taken as a whole.

                                      Arthur Andersen LLP
   Milwaukee, Wisconsin
   January 27, 1999


     
<PAGE> 52

     
<TABLE>
     <CAPTION>
                                           CONSOLIDATED STATEMENTS OF INCOME
     ----------------------------------------------------------------------------------------------

     <S>                                                 <C>               <C>            <C>
     Year Ended December 31,                              1998           1997*           1996*
     ----------------------------------------------------------------------------------------------
     (In thousands, except per share data)
     Net sales                                       $3,720,040        $3,336,233      $2,972,839 
     Cost of products sold                            2,548,064         2,259,551       2,020,116 
                                                    -----------------------------------------------
        Gross Income                                  1,171,976         1,076,682         952,723 
     Selling, general and administrative expenses       583,016           497,739         461,802 
     Trade names and goodwill amortization and other     54,860            31,882          23,554 
                                                    ----------------------------------------------
        Operating Income                                534,100           547,061         467,367 
     Nonoperating (income) expenses:
        Interest expense                                 60,397            76,413          58,541 
        Other, net                                     (211,143)          (14,686)        (19,474)
                                                    -----------------------------------------------
        Net                                            (150,746)           61,727          39,067 
                                                    -----------------------------------------------
        Income Before Income Taxes                      684,846           485,334         428,300 
     Income taxes                                       288,690           192,187         169,258 
                                                    -----------------------------------------------
        Net Income                                     $396,156          $293,147        $259,042 
                                                    ===============================================
     Earnings per share
        Basic                                             $2.44             $1.81           $1.60 
        Diluted                                           $2.38             $1.80           $1.60 
     Weighted average shares outstanding
        Basic                                           162,544           162,173         161,858 
        Diluted                                         173,041           163,308         162,281 

     </TABLE>


     * Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

   See notes to consolidated financial statements.


   
<PAGE> 53

   
<TABLE>
   <CAPTION>

                                             CONSOLIDATED STATEMENTS OF CASH FLOWS
     ----------------------------------------------------------------------------------------------------

     <S>                                                 <C>               <C>              <C>
     Year Ended December 31,                            1998              1997*            1996*
     ----------------------------------------------------------------------------------------------------
    (In thousands)

     Operating Activities
     Net income                                       $ 396,156          $293,147        $259,042 
     Adjustments to reconcile net income to    
        Net cash provided by operating activities:
        Depreciation and amortization                   147,526           131,964         118,109 
        Deferred income taxes                            56,600            57,792          44,203 
        Net gains on: 
          Marketable equity securities                 (116,800)           (1,723)              - 
          Sales of businesses                              (388)                -               - 
        Write-off of intangible assets and other          4,288             2,365           1,338 
        Other                                             3,610           (6,961)          (6,364)
     Changes in current accounts, excluding
        the effects of acquisitions: 
        Accounts receivable                               9,005               675          (5,956)
        Inventories                                     (16,667)            5,233          21,110 
        Other current assets                              3,928            (5,577)           (214)
        Accounts payable                                (44,583)          (21,974)        (22,416)
        Accrued liabilities and other                  (140,097)          (78,544)        (42,832)
                                                   ------------------------------------------------
        Net Cash Provided By Operating
          Activities                                     302,578           376,397        366,020 

     Investing Activities
     Acquisitions, net                                 (437,639)         (715,316)        (58,213)
     Expenditures for property, plant and equipment    (147,741)         (103,195)        (96,230)
     Purchase of marketable equity securities           (26,056)                -          (3,513)
     Sale of businesses, net of taxes paid              162,225                 -               - 
     Sale of marketable securities, net of taxes paid   303,869             6,389               - 
     Disposals of non-current assets and other           10,633             5,082           8,430 
                                                   ----------------------------------------------
        Net Cash Used in Investing Activities          (134,709)         (807,040)       (149,526)

     Financing Activities
     Proceeds from issuance of debt                     502,670           148,073           4,164 
     Proceeds from the issuance of company-obligated 
        mandatorily redeemable convertible preferred
        securities of a subsidiary trust                      -           500,000               - 
     Proceeds from exercised stock options and other      3,859            17,026           7,274 
     Payments on notes payable and long-term debt      (535,043)          (98,714)       (195,799)
     Cash dividends                                    (116,472)         (101,798)        (88,900)
                                                   ----------------------------------------------
        Net Cash Provided by (Used in)                                                            
        Financing Activities                           (144,986)          464,587        (273,261)
                                                   ----------------------------------------------
     Exchange rate effect on cash                        (1,477)           (2,200)            338 
        Increase (decrease) in cash and cash             21,406           31,744          (56,429)
          equivalents
     Cash and cash equivalents at beginning of year      36,107             4,363          60,792 


     
<PAGE> 54

                                                   ------------------------------------------------
             Cash and Cash Equivalents at
                 End of Year                           $ 57,513         $  36,107       $   4,363 
                                                   ================================================
     Supplemental cash flow disclosures -
        Cash paid during the year for:
             Income taxes                              $217,391         $ 162,100      $  127,392 
             Interest                                    68,053            69,270          57,036 

     * Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

   See notes to consolidated financial statements.
   </TABLE>




     
<PAGE> 55



     
<TABLE>
     <CAPTION>

                                          CONSOLIDATED BALANCE SHEETS
     ---------------------------------------------------------------------------------------------------------

     <S>                                                  <C>              <C>            <C>
     December 31,                                        1998              1997*          1996*
     ---------------------------------------------------------------------------------------------------------
     (In thousands)

     Assets
      Current Assets
        Cash and cash equivalents                   $    57,513         $  36,107         $ 4,363 
        Accounts receivable, net                        652,354           544,375         424,479 
        Inventories, net                                714,531           653,200         524,444 
        Deferred income taxes                            90,437           134,732         126,200 
        Prepaid expenses and other                       76,240            65,280          68,978 
                                                    ------------------------------------------------
             Total Current Assets                     1,591,075         1,433,694       1,148,464 

     Marketable Equity Securities                        19,317           307,121         240,789 
     Other Long-Term Investments                         57,967            51,020          58,703 
     Other Assets                                       166,543           144,475         119,720 
     Property, Plant and Equipment, Net                 835,646           711,325         567,880 
     Trade Names and Goodwill, Net                    1,657,364         1,364,099         922,874 
                                                     ------------------------------------------------
             Total Assets                           $ 4,327,912       $4,011,734      $3,058,430 
                                                     ================================================
     Liabilities and Stockholders'  
       Equity
     Current Liabilities
        Notes payable                               $    69,167         $  52,636      $   73,877 

        Accounts payable                                164,328           138,531         114,158 
        Accrued compensation                             80,794            82,676          67,269 
        Other accrued liabilities                       480,048           397,561         337,729 
        Income taxes                                     20,036            11,797          37,914 
        Current portion of long-term debt                 7,083            31,278          34,937 
                                                     --------------------------------------------------
             Total Current Liabilities                  821,456           714,479         665,884 

     Long-Term Debt                                     866,211           786,793         685,608 
     Other Non-Current Liabilities                      206,560           186,673         159,439 
     Deferred Income Taxes                               20,821            90,216          47,477 
     Minority Interest                                      857             8,352               - 
     Company-Obligated Mandatorily Redeemable Convertible
        Preferred Securities of a Subsidiary Trust      500,000           500,000               - 

     Stockholders' Equity
        Common Stock - authorized shares,
             400.0 million at $1 par value;             162,739           162,330         161,965 
             Outstanding shares:
             1998 - 162.7 million
             1997 - 162.3 million
             1996 - 162.0 million
        Additional paid-in capital                      204,495           201,045         194,829 
        Retained earnings                             1,585,327         1,305,643       1,114,294 



     
<PAGE> 56

        Accumulated other comprehensive income          (40,554)           56,203          28,934 
                                                    --------------------------------------------------
             Total Stockholders' Equity               1,912,007         1,725,221       1,500,022 
                                                    --------------------------------------------------
             Total Liabilities and Stockholders     $ 4,327,912        $4,011,734      $3,058,430 
               Equity
                                                    ==================================================
     * Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

   See notes to consolidated financial statements.

   </TABLE>




     
<PAGE> 57

     
<TABLE>
     <CAPTION>

                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
     ------------------------------------------------------------------------------------------------------------

      <S>                                    <C>               <C>          <C>                <C>           <C>
                                                                                                Accumulated      Current
                                                                                                   Other          Year
                                                                 Additional                       Compre-       Compre- 
                                                  Common           Paid-In         Retained       hensive       hensive
                                                   Stock          Capital(1)        Earnings       Income        Income
     -------------------------------------------------------------------------------------------------------------------------
     (In thousands, except per share data)

     Balance at December 31, 1995*                 $161,720        $187,800          $944,152        $  7,913 
     Net income                                                                       259,042                    $  259,042 
     Other comprehensive income:
        Unrealized gain on securities   
             available for sale, net of tax 
               of $13.6 million                                                                        20,683        20,683 
        Foreign currency translation adjustments,                                                             
             net of tax of $0.2 million                                                                   338           338 
                                                                                                                 -----------
                Total comprehensive income                                                                       $  280,063 
                                                                                                                 ===========
     Cash dividends:
        Common stock $0.56 per share                                                  (88,900)
     Exercise of stock options                          245           7,088 
     Other                                                              (59)
                                                  ---------------------------------------------------------------------------
     Balance at December 31, 1996*                  161,965         194,829         1,114,294          28,934 

     Net income                                                                       293,147                     $ 293,147 
     Other comprehensive income:
        Unrealized gain on securities
             available for sale, net of tax of $27.7 million                                           42,244        42,244 
        Foreign currency translation adjustments,  
          net of tax of $9.8 million                                                                  (14,975)      (14,975)
                                                                                                                 -----------
             Total comprehensive income                                                                           $ 320,416 
                                                                                                                 ===========
     Cash dividends:
        Common stock $.64 per share                                                  (101,798)
     Exercise of stock options                          365           6,818 
     Other                                                             (602)
                                                  ---------------------------------------------------------------------------
     Balance at December 31, 1997*                  162,330         201,045         1,305,643          56,203 
     Net income                                                                       396,156                     $ 396,156 
     Other comprehensive income:
        Unrealized gain on securities
             available for sale, net of 
             tax of $21.6 million                                                                      33,850        33,850 
        Reclassification adjustment for gains realized
             in net income, net of tax of $74.7 million                                              (116,800)     (116,800)



     
<PAGE> 58


     Foreign currency translation adjustments,
        net of tax of $8.8 million                                                                    (13,807)      (13,807)
                                                                                                                   ---------
             Total comprehensive income                                                                           $ 299,399 
                                                                                                                   =========
     Cash dividends:
        Common stock $.72 per share                                                  (116,472)
     Exercise of stock options                          409           8,080 
     Other                                                           (4,630)
                                                 --------------------------------------------------------------------------
     Balance at December 31, 1998                  $162,739        $204,495         $1,585,327     $ (40,554) 
                                                ===========================================================================

   (1) Net of treasury stock (at cost) of $1,534, $665 and $199 as of
   December 31, 1998, 1997 and 1996, respectively.

   * Restated for the merger with Calphalon Corporation, which was
   accounted for as a pooling of interests.

   See notes to consolidated financial statements.

   
<PAGE> 59

   </TABLE>

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                      DECEMBER 31, 1998, 1997 AND 1996


   1)  SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION: The consolidated financial statements
   include the accounts of Newell and its majority owned subsidiaries
   ("the Company") after elimination of intercompany accounts and
   transactions.

     USE OF ESTIMATES: The preparation of these financial statements
   required the use of certain estimates by management in determining the
   Company's assets, liabilities, revenue and expenses and related
   disclosures.

     REVENUE RECOGNITION: Sales of merchandise are recognized upon
   shipment to customers.

     DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS: The following
   methods and assumptions were used to estimate the fair value of each
   class of financial instruments:

        LONG-TERM DEBT: The fair value of the Company's long-term debt
        issued under the Medium-term note program is estimated based on
        quoted market prices which approximate cost. All other
        significant long-term debt is pursuant to floating rate
        instruments whose carrying amounts approximate fair value.

        COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
        SECURITIES OF A SUBSIDIARY TRUST: The fair value of the
        Company-Obligated Mandatorily Redeemable Convertible Preferred
        Securities of a Subsidiary Trust was $527.5 million at December
        31, 1998 based on quoted market prices.

     ALLOWANCES FOR DOUBTFUL ACCOUNTS: Allowances for doubtful accounts
   at December 31 totaled $24.5 million in 1998, $21.2 million in 1997
   and $15.0 million in 1996.

     INVENTORIES: Inventories are stated at the lower of cost or market
   value. Cost of certain domestic inventories (approximately 74%, 84%
   and 90% of total inventories at December 31, 1998, 1997 and 1996,
   respectively) was determined by the "last-in, first-out" ("LIFO")
   method; for the balance, cost was determined using the "first-in,
   first-out" ("FIFO") method. If the FIFO inventory valuation method had
   been used exclusively, inventories would have increased by $3.5
   million, $19.2 million and $27.4 million at December 31, 1998, 1997
   and 1996, respectively.

   
<PAGE> 60

        The components of inventories, net of the LIFO reserve, were as
   follows: 

  
<TABLE>
  <CAPTION>

     <S>                                      <C>                    <C>                     <C>
     December 31,                              1998                  1997                    1996
     -----------------------------------------------------------------------------------------------
     (In millions)

     Materials and supplies                    $150.4                $142.8                  $128.7
     Work in process                            122.1                 109.9                    91.4
     Finished products                          442.0                 400.5                   304.3
                                              ------------------------------------------------------
                                               $714.5                $653.2                  $524.4
                                              ======================================================

</TABLE>

        Inventory reserves at December 31 totaled $103.0 million in 1998,
   $93.9 million in 1997 and $82.6 million in 1996.

       OTHER LONG-TERM INVESTMENTS: The Company has a 49% ownership
   interest in American Tool Companies, Inc., a manufacturer of hand
   tools and power tool accessory products marketed primarily under the
   Vise-Grip(TM) and Irwin(TM) trademarks. This investment is accounted
   for on the equity method with a net investment of $58.0 million at
   December 31, 1998.

       LONG-TERM MARKETABLE EQUITY SECURITIES: Long-term Marketable
   Equity Securities classified as available for sale are carried at fair
   value with adjustments to fair value reported separately, net of tax,
   as a component of stockholders' equity (and excluded from earnings). 
   Gains and losses on the sales of Long-term Marketable Equity
   Securities are based upon the average cost of securities sold. On
   March 8, 1998, the Company sold 7,862,300 shares it held in The Black
   & Decker Corporation. The Black & Decker transaction resulted in net
   proceeds of approximately $378.3 million and a net pre-tax gain, after
   fees and expenses, of approximately $191.5 million. Long-term
   Marketable Equity Securities are summarized as follows:


<TABLE>
<CAPTION>

   <S>                                          <C>                   <C>                    <C> 
   December 31,                                 1998                  1997                   1996
   -----------------------------------------------------------------------------------------------
     (In millions)

     Aggregate market value                     $19.3                $307.1                  $240.8
     Aggregate cost                              26.0                 176.8                   180.3
                                               -----------------------------------------------------
     Unrealized gain (loss)                     $(6.7)               $130.3                  $ 60.5
                                               =====================================================
</TABLE>


   
<PAGE> 61

       PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment
   consisted of the following: 


<TABLE>
<CAPTION>

     <S>                                       <C>                   <C>                      <C>

      December 31,                              1998                  1997                    1996
     ----------------------------------------------------------------------------------------------
     (In millions)

     Land                                    $   41.2              $   34.1                $   21.4
     Buildings and 
       improvements                             337.7                 278.6                   213.2
     Machinery and 
       equipment                                951.9                 854.9                   714.5
                                            -------------------------------------------------------
                                              1,330.8               1,167.6                   949.1
     Allowance for 
       depreciation                            (495.2)               (456.3)                 (381.2)
                                            --------------------------------------------------------
                                             $  835.6              $  711.3                $  567.9
                                            ========================================================

</TABLE>


        Replacements and improvements are capitalized. Expenditures for
   maintenance and repairs are charged to expense. The components of
   depreciation are provided by annual charges to income calculated to
   amortize, principally on the straight-line basis, the cost of the
   depreciable assets over their depreciable lives. Estimated useful
   lives determined by the Company are: buildings and improvements (20-40
   years), machinery and equipment (5-12 years). 

        TRADE NAMES AND GOODWILL: The cost of trade names and goodwill
   represent the excess of cost over identifiable net assets of
   businesses acquired. The Company does not allocate such excess cost to
   trade names separate from goodwill. In addition, the Company may
   allocate excess cost to other identifiable intangible assets and
   record such intangible assets in Other Assets (long-term). Trade names
   and goodwill are amortized over 40 years and other identifiable
   intangible assets are amortized over 5 to 40 years. Trade names and
   goodwill and other indentifiable intangible assets consisted of the
   following:


<TABLE>
<CAPTION>

     <S>                                      <C>                    <C>                   <C> 

     December 31,                              1998                  1997                    1996
     -----------------------------------------------------------------------------------------------
     (In millions)

     Trade Names and Goodwill
     Cost                                    $1,838.6              $1,502.9                $1,029.6
     Accumulated amortization                  (181.2)               (138.8)                 (106.7)
                                            ---------------------------------------------------------
     Net Trade Names and Goodwill            $1,657.4              $1,364.1                $  922.9
                                            =========================================================
</TABLE>


     
<PAGE> 62


<TABLE>
<CAPTION>

      <S>                                     <C>                    <C>                     <C>
     December 31,                              1998                  1997                    1996
     -----------------------------------------------------------------------------------------------
     (In millions)
     Other Identifiable 
     Intangible Assets

     Cost                                       $66.7                 $60.2                   $55.8
     Accumulated amortization                   (26.3)                (28.2)                  (20.9)
                                               -----------------------------------------------------
         Net other identifiable 
         intangible assets recorded 
         in Other Assets                        $40.4                 $32.0                   $34.9
                                               =====================================================

</TABLE>


       Subsequent to an acquisition, the Company periodically evaluates
   whether later events and circumstances have occurred that indicate the
   remaining estimated useful life of goodwill may warrant revision or
   that the remaining balance of goodwill may not be recoverable. If
   factors indicate that goodwill should be evaluated for possible
   impairment, the Company would use an estimate of the relevant
   business' undiscounted net cash flow over the remaining life of the
   goodwill in measuring whether the goodwill is recoverable. An
   impairment loss would be measured by reducing the carrying value to
   fair value, based on a discounted cash flow analysis.

       ACCRUED LIABILITIES: Accrued Liabilities included the following: 

<TABLE>
<CAPTION>

   <S>                                          <C>               <C>                 <C>
   December 31,                                1998               1997               1996
   ----------------------------------------------------------------------------------------------
     (In millions)

     Customer accruals                         $131.5            $135.9             $ 95.8
     Accrued self-insurance 
         liability                               43.7              42.8               47.0

</TABLE>

        Customer accruals are promotional allowances and rebates given to
   customers in exchange for their selling efforts. The self-insurance
   accrual is primarily for workers' compensation and is estimated based
   upon historical claim experience.

       FOREIGN CURRENCY TRANSLATION: Foreign currency balance sheet
   accounts are translated into U.S. dollars at the rates of exchange in
   effect at fiscal year end. Income and expenses are translated at the
   average rates of exchange in effect during the year. The related
   translation adjustments are made directly to a separate component of
   stockholders' equity. International subsidiaries operating in highly
   inflationary economies translate non-monetary assets at historical
   rates, while net monetary assets are translated at current rates, with
   the resulting translation adjustment included in net income as other
   nonoperating (income) expenses. Foreign currency transaction gains and
   losses were immaterial in 1998, 1997 and 1996.

   
<PAGE> 63

       ADVERTISING COSTS: The company expenses advertising costs as
   incurred, including cooperative advertising programs with customers.
   Total advertising expense was $111.1 million, $101.1 million, and
   $78.9 million for 1998, 1997, and 1996, respectively. Cooperative
   advertising is recorded in the financial statements as a reduction of
   sales because it is viewed as part of the negotiated price of its
   products. All other advertising costs are charged to selling, general
   and administrative expenses.

       EARNINGS PER SHARE: The earnings per share amounts are computed
   based on the weighted average monthly number of shares outstanding
   during the year. "Basic" earnings per share is calculated by dividing
   net income (before cumulative effect of accounting change) by weighted
   average shares outstanding. "Diluted" earnings per share is calculated
   by dividing net income (before cumulative effect of accounting change)
   by weighted average shares outstanding, including the assumption of
   the exercise and/or conversion of all potentially dilutive securities
   ("in the money" stock options and company-obligated mandatorily
   redeemable convertible preferred securities of a subsidiary trust). 
   Effective December 31, 1997, the Company adopted SFAS No. 128,
   "Earnings Per Share." As a result, the Company's reported earnings per
   share for 1996 was restated.

       A reconciliation of the difference between basic and diluted
   earnings per share for the years 1998, 1997 and 1996 is shown below:

     
<TABLE>
     <CAPTION>

     <S>                                        <C>             <C>                     <C>                    <C>
                                                                 "In the                Convertible
       Year Ended                                 Basic            Money"                 Preferred             Diluted
     December 31, 1998                           Method        Stock Options             Securities              Method
     -------------------------------------------------------------------------------------------------------------------
     (In millions, except per share data)

     Net Income                                  $396.2                    -                  $16.1              $412.3
     Weighted average
         shares outstanding                       162.5                  0.6                    9.9               173.0
     Earnings per share                            2.44                                                            2.38


                                                                 "In the                Convertible
       Year Ended                                 Basic            Money"                 Preferred             Diluted
     December 31, 1997                           Method        Stock Options             Securities              Method
     -------------------------------------------------------------------------------------------------------------------
     (In millions, except per share data)

     Net Income                                  $293.1                    -                   $0.9              $294.0
     Weighted average                                  
         shares outstanding                       162.2                  0.6                    0.5               163.3
     Earnings per share                            1.81                                                            1.80
</TABLE>




     
<PAGE> 64


<TABLE>
<CAPTION>
      <S>                                      <C>               <C>                    <C>                 <C>
                                                                 "In the             Convertible
       Year Ended                                 Basic           Money"              Preferred            Diluted
     December 31, 1996                           Method        Stock Options          Securities           Method
     -------------------------------------------------------------------------------------------------------------------
     (In millions, except per share data)

     Net Income                                  $259.0               -                    $ -              $259.0
     Weighted average                                  
         shares outstanding                       161.9             0.4                      -               162.3
     Earnings per share                            1.60                                                        1.60

</TABLE>


       COMPREHENSIVE INCOME: In 1998, the Company adopted Statement of
   Financial Accounting Standards No. 130, "Reporting Comprehensive
   Income," (SFAS No. 130), which requires companies to report all
   changes in equity during a period, except those resulting from
   investment by owners and distribution to owners, in a financial
   statement for the period in which they are recognized. The Company has
   chosen to report Comprehensive Income and Accumulated Other
   Comprehensive Income, which encompasses net income, net unrealized
   gains on securities available for sale and foreign currency
   translation adjustments, in the Consolidated Statements of
   Stockholders' Equity and Comprehensive Income. Prior years have been
   restated to conform to the SFAS No. 130 requirements.

       The following table displays the components of Accumulated Other
   Comprehensive Income:


<TABLE>
<CAPTION>
     <S>                               <C>                              <C>                       <C>
                                                                                                   Accumulated 
                                           Unrealized                        Foreign                  Other    
                                         Gains/(Losses)                     Currency             Comprehensive
                                         on Securities                    Translation                Income   
     ----------------------------------------------------------------------------------------------------------
     (In millions)
     Balance at Dec. 31, 1995                  $15.9                          $(8.0)                   $7.9
     Current year change                        20.7                            0.3                    21.0
                                            -------------------------------------------------------------------
     Balance at Dec. 31, 1996                   36.6                           (7.7)                   28.9
     Current year change                        42.2                          (14.9)                   27.3
                                            -------------------------------------------------------------------
     Balance at Dec. 31, 1997                   78.8                          (22.6)                   56.2
     Current year change                       (82.9)                         (13.9)                  (96.8)
                                            -------------------------------------------------------------------
     Balance at Dec. 31, 1998                 $ (4.1)                        $(36.5)                 $(40.6)
                                            ===================================================================

</TABLE>


         NEW ACCOUNTING PRONOUNCEMENTS: Effective December 31, 1998, the
   Company adopted SFAS No. 131, "Disclosure about Segments of an
   Enterprise and Related Information (SFAS No. 131)." See note 13 to the
   consolidated financial statements.

        Effective December 31, 1998, the Company adopted SFAS No. 132,
   "Employers' Disclosures about Pensions and Other Postretirement

   
<PAGE> 65

   Benefits (SFAS No.132)." See note 8 to the consolidated financial
   statements.

        Effective January 1, 2000, the Company will adopt SFAS No. 133,
   "Accounting for Derivative Instruments and Hedging Activities."
   Management believes that the adoption of this statement will not be
   material to the consolidated financial statements.

        RECLASSIFICATIONS: Certain 1997 and 1996 amounts have been
   reclassified to conform with the 1998 presentation. In particular, the
   Company began reclassifying the amortization of trade names and
   goodwill from non-operating expenses to operating expenses in the
   first quarter of 1998. This change required a restatement for all
   periods presented.

   2)  ACQUISITIONS OF BUSINESSES

   1996 and 1997
   -------------

        On January 19, 1996, the Company acquired The Holson Burnes
   Group, Inc. ("Holson Burnes"), a manufacturer and marketer of photo
   albums and picture frames. Holson Burnes was combined with Intercraft,
   creating the Intercraft/Burnes division.

        On March 5, 1997, the Company purchased Insilco Corporation's
   Rolodex business unit ("Rolodex"), a marketer of office products
   including card files, personal organizers and paper punches. Rolodex
   was integrated into the Company's Newell Office Products division. On
   May 30, 1997, the Company acquired Cooper Industries Incorporated's
   Kirsch business ("Kirsch"), a manufacturer and distributor of drapery
   hardware and custom window coverings in the United States and
   international markets. The Kirsch North American operations were
   combined with the Newell Window Furnishings division. The European
   operations of Kirsch exist as a separate division called Newell Window
   Fashions Europe. On June 13, 1997, the Company acquired Rubbermaid
   Incorporated's office products business, including the Eldon{R} brand
   name (now referred to as "Eldon"). Eldon is a designer, manufacturer
   and supplier of computer and plastic desk accessories, and storage and
   organization products. Eldon was integrated into the Company's Newell
   Office Products division. 

        For these and other minor acquisitions, the Company paid $804.7
   million in cash and assumed $48.8 million of debt. The transactions
   were accounted for as purchases; therefore, results of operations are
   included in the accompanying consolidated financial statements since
   their respective dates of acquisition. The acquisition costs were
   allocated to the fair market value of the assets acquired and
   liabilities assumed and resulted in trade names and goodwill of
   approximately $621.2 million.



   
<PAGE> 66

   1998
   ----

        On March 27, 1998, the Company acquired Swish Track and Pole
   ("Swish") from Newmond PLC. Swish is a manufacturer and marketer of
   decorative and functional window furnishings in Europe and operates as
   part of Newell Window Fashions Europe. On June 30, 1998, the Company
   purchased Panex S.A. Industria e Comercio ("Panex"), a manufacturer
   and marketer of aluminum cookware products based in Brazil. Panex
   operates as part of the Mirro division. On August 31, 1998, the
   Company purchased the Gardinia Group ("Gardinia"), a manufacturer and
   supplier of window treatments based in Germany. Gardinia operates as
   part of Newell Window Fashions Europe. On September 30, 1998 the
   Company purchased the Rotring Group ("Rotring"), a manufacturer and
   supplier of writing instruments, drawing instruments, art materials
   and color cosmetic products based in Germany. The writing and drawing
   instruments piece of Rotring operates as part of the Company's Sanford
   International division. The art materials portion of Rotring operates
   as part of the Company's Sanford North America division. The color
   cosmetic products piece of Rotring operates as a separate U.S.
   division called Cosmolab.

        For these and other minor acquisitions, the Company paid $413.3
   million in cash and assumed $118.2 million of debt. The transactions
   were accounted for as purchases; therefore, results of operations are
   included in the accompanying consolidated financial statements since
   their respective dates of acquisition. The acquisition costs were
   allocated on a preliminary basis to the fair market value of the
   assets acquired and liabilities assumed and resulted in trade names
   and goodwill of approximately $360.5 million. The Company began to
   formulate an integration plan for these acquisitions as of their
   respective acquisition dates. No integration liabilities have been
   included in the allocation of purchase price as of December 31, 1998.
   Such costs will be accrued upon finalization of each acquisition's
   integration plan. The Company's finalized integration plan will
   include exit costs for certain plants and product lines and employee
   terminations associated with the integration of the Swish and Gardinia
   businesses into the existing Newell Window Fashions Europe businesses,
   the Rotring business into the existing Sanford International writing
   instruments businesses and the Panex business into the existing
   housewares businesses. The final adjustments to the purchase price
   allocations are not expected to be material to the consolidated
   financial statements.

        On May 7, 1998, a subsidiary of the Company merged with Calphalon
   Corporation ("Calphalon"), a manufacturer and marketer of gourmet
   cookware. The Company issued approximately 3.1 million shares of
   common stock for all of the common stock of Calphalon. This
   transaction was accounted for as a pooling of interests; therefore,
   prior financial statements were restated to reflect this merger. Net
   sales and net income for the individual companies for periods prior to
   the merger were as follows:

     
<PAGE> 67


<TABLE>
<CAPTION>
     <S>                           <C>                 <C>               <C> 
                                    Four months            Year                Year    
                                       ended              ended               ended    
                                  April 30, 1998      Dec. 31, 1997       Dec. 31, 1996
     ----------------------------------------------------------------------------------
     (In millions)
     Net sales:
              Newell                 $1,009.9           $3,234.3            $2,872.8
              Calphalon                  28.5              101.9               100.0
                                   ---------------------------------------------------
              Total net sales        $1,038.4           $3,336.2            $2,972.8
                                   ===================================================
     Net income:
              Newell                 $  169.6            $ 290.4             $ 256.5
              Calphalon                  (0.7)               2.7                 2.5
                                   ---------------------------------------------------
     Total net income                $  168.9            $ 293.1             $ 259.0
                                   ===================================================

</TABLE>

             Conforming Calphalon's accounting practices to those of
   Newell resulted in no adjustments to net income or stockholders'
   equity. There were no significant intercompany transactions between
   Newell and Calphalon.

             On August 21, 1998, the Company sold its school supplies and
   stationery business. On September 9, 1998, the Company sold its
   plastic storage and serveware business. The pre-tax net gain on the
   sales of these businesses was $35.6 million, which was primarily
   offset by non-deductible goodwill, resulting in a net after-tax gain
   which was immaterial. Sales for these businesses prior to their
   divestitures were approximately $110 million in 1998 and $160 million
   in 1997.

             The unaudited consolidated results of operations for the
   year ended December 31, 1998 and 1997 on a pro forma basis, as though
   the Rolodex, Kirsch, Eldon, Swish, Panex, Gardinia and Rotring
   businesses had been acquired on January 1, 1997, are as follows:

   Year Ended December 31,             1998           1997
   -------------------------------------------------------
   (In millions, except per share amounts)

   Net sales                       $4,103.9       $4,162.9
   Net income                         381.7          265.5
                                           
   Earnings per share (basic)         $2.35          $1.64




   
<PAGE> 68

   Proposed Merger of the Company
   ------------------------------

       On October 20, 1998, Newell and Rubbermaid Incorporated
   ("Rubbermaid") entered into an Agreement and Plan of Merger ("Merger
   Agreement"), providing for the merger of a subsidiary of Newell into
   Rubbermaid, leaving Rubbermaid a wholly owned subsidiary of Newell
   ("Proposed Merger"). After the Proposed Merger, Newell will be
   re-named "Newell Rubbermaid Inc." The Proposed Merger, which will be
   accounted for as a pooling of interests and will be tax-free for
   federal income tax purposes, has been approved by the respective
   Boards of Directors, as well as the applicable regulatory agencies.
   The Companies expect the Proposed Merger to become effective before
   the end of the first quarter of 1999.

       Under the terms of the Merger Agreement, the outstanding shares of
   Newell's common stock will remain unchanged and outstanding, and each
   outstanding share of Rubbermaid common stock will be converted into
   0.7883 shares of Newell common stock. 

       The following summary contains selected unaudited pro forma
   financial data as of and for the year ended December 31, 1998. The pro
   forma combined earnings per share reflect the issuance of shares based
   on the exhange ratio.

   
<TABLE>
   <CAPTION>

     <S>                                  <C>             <C>            <C>                <C>
                                                                        Pro Forma          Pro Forma
                                         Newell        Rubbermaid     Adjustments          Combined
     -----------------------------------------------------------------------------------------------
     (In millions, except per share amounts)

     Net Sales                           $3,720.0         $2,553.7       $(98.6)(1)         $6,175.1
     Operating Income                       534.1            136.4         (2.3)(2)            668.2
     Net Income                             396.2             82.9           1.4(2)            480.5
     Earnings per share:
       -Basic                                2.44             0.55                              1.71
       -Diluted                              2.38             0.55                              1.71
     Total Assets                         4,327.9          2,127.9        (97.0)(2)          6,358.8
     Long-term debt                         866.2            152.5                           1,018.7

     (1) The Pro Forma net sales adjustment represents a reclassification
   of Rubbermaid's cooperative advertising to conform with Newell's
   classification. 

     (2) The Pro Forma adjustments primarily represent the elimination of
   the accounting effects related to Newell's purchase of a former
   Rubbermaid operating division (Eldon) in 1997. Because the Newell
   Rubbermaid merger will be accounted for as a pooling of interests, the

   
<PAGE> 69

   accounting effects of Newell's purchase of Eldon must be eliminated as
   if Newell has always owned Eldon. 

   </TABLE>


   Rubbermaid is an international manufacturer and marketer of consumer
   products sold primarily under the Rubbermaid{R}, Little Tikes{R},
   Graco{R}, Century{R}, and Curver{R} brands. Rubbermaid's major
   customers include discount stores and warehouse clubs, toy stores,
   home centers and hardware stores, drug and grocery stores, catalog
   showrooms, and distributors serving institutional markets. Rubbermaid
   has approximately 12,000 employees.

   3)  CREDIT ARRANGEMENTS

       The Company has short-term foreign and domestic uncommitted lines
   of credit with various banks which are available for short-term
   financing. Borrowings under the Company's uncommitted lines of credit
   are subject to discretion of the lender. The Company's uncommitted
   lines of credit do not have a material impact on the Company's
   liquidity. Borrowings under the Company's uncommitted lines of credit
   at December 31, 1998 totaled $69.2 million.

       The following is a summary of borrowings under foreign and
   domestic lines of credit:


<TABLE>
<CAPTION>

   <S>                                             <C>              <C>              <C>

     December 31,                                    1998             1997            1996
     --------------------------------------------------------------------------------------
     (In millions)

     Notes payable to banks:
         Outstanding at year-end
         -  borrowing                                 $69.2          $  52.6         $  73.9
         -  weighted average interest rate              5.9%             4.5%            4.7%
         Average for the year
         -  borrowing                                 $45.0           $132.6          $100.9
         -  weighted average interest rate              7.5%             5.4%            5.3%
         Maximum borrowing 
            outstanding during the year               $69.2           $417.3          $127.0

            The Company can also issue commercial paper (as described in note
   4 to the consolidated financial statements) as summarized below:

   December 31,                                    1998             1997            1996
     ----------------------------------------------------------------------------------------
     (In millions)

     Commercial paper:
         Outstanding at year-end
         -  borrowing                                $125.0           $517.0          $404.0 
         -  average interest rate                       5.6%             6.5%            5.9% 
         Average for the year

     
<PAGE> 70

         -  borrowing                                $287.9           $731.3          $512.3
         -  average interest rate                       5.5%             5.6%            5.3%
         Maximum borrowing 
         outstanding during 
         the year                                    $572.0         $1,177.6          $594.0 

     4)  LONG-TERM DEBT

     The following is a summary of long-term debt:

     December 31,                                    1998             1997            1996
     --------------------------------------------------------------------------------------
     (In millions)

     Medium-term notes                               $733.5           $263.0          $295.0
     Commercial paper                                 125.0            517.0           404.0
     Other long-term debt                              14.8             38.1            21.5
                                                    -----------------------------------------
                                                      873.3            818.1           720.5
     Current portion                                   (7.1)           (31.3)          (34.9)
                                                    -----------------------------------------
                                                     $866.2           $786.8          $685.6
                                                    =========================================
</TABLE>


        During 1997, the Company amended its revolving credit agreement to
   increase the aggregate borrowing limit to $1.3 billion, at a floating
   interest rate. The revolving credit agreement will terminate in August
   2002. At December 31, 1998, there were no borrowings under the
   revolving credit agreement.

       In lieu of borrowings under the Company's revolving credit
   agreement, the Company may issue up to $1.3 billion of commercial
   paper. The Company's revolving credit agreement provides the committed
   backup liquidity required to issue commercial paper. Accordingly,
   commercial paper may only be issued up to the amount available for
   borrowing under the Company's revolving credit agreement. At December
   31, 1998, $125.0 million (principal amount) of commercial paper was
   outstanding. The entire amount is classified as long-term debt.

       The revolving credit agreement permits the Company to borrow funds
   on a variety of interest rate terms. This agreement requires, among
   other things, that the Company maintain a certain Total Indebtedness
   to Total Capital Ratio, as defined in this agreement. As of December
   31, 1998, the Company was in compliance with this agreement.

       The Company has a universal shelf registration statement on file
   for the issuance of up to $500.0 million of debt and equity securities
   from time to time. The Company issued during 1998 and has outstanding
   as of December 31, 1998 a total of $470.5 million of Medium-term notes
   under this program. The maturities on these notes range from five to
   thirty years at an average interest rate of 6.0%.

   
<PAGE> 71

       At December 31, 1998, the Company had outstanding $263.0 million
   (principal amount) of medium-term notes issued under a previous shelf
   registration statement with maturities ranging from five to ten years
   at an average interest rate of 6.3%.

       The aggregate maturities of Long-term Debt outstanding are as
   follows:

   December 31,        Aggregate Maturities
   ----------------------------------------
   (In millions)

   1999                     $   7.1
   2000                       148.1
   2001                         2.9
   2002                       227.4
   2003                       117.9
   Thereafter                 369.9
                            -------
                             $873.3
                            =======


   5)  COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
       SECURITIES OF A SUBSIDIARY TRUST OF THE COMPANY

       In December 1997, a wholly owned subsidiary trust of the Company
   issued 10,000,000 of its 5.25% convertible quarterly income preferred
   securities (the "Convertible Preferred Securities"), with a
   liquidation preference of $50 per security, to certain institutional
   buyers. The Convertible Preferred Securities represent an undivided
   beneficial interest in the assets of the trust. Each of the
   Convertible Preferred Securities is convertible at the option of the
   holder into shares of the Company's Common Stock at the rate of 0.9865
   shares of Common Stock for each preferred security (equivalent to the
   approximate conversion price of $50.685 per share of Common Stock),
   subject to adjustment in certain circumstances. Holders of the
   Convertible Preferred Securities are entitled to a quarterly cash
   distribution at the annual rate of 5.25% of the $50 liquidation
   preference commencing March 1, 1998. The Convertible Preferred
   Securities are subject to a limited guarantee by the Company and are
   callable by the Company initially at 103.15% of the liquidation
   preference beginning in December 2001 and decreasing over time to 100%
   of the liquidation preference beginning in December 2007.

       The trust invested the proceeds of this issuance of Convertible
   Preferred Securities in $500 million of the Company's 5.25% Junior
   Convertible Subordinated Debentures due 2027 (the "Debentures"). The

   
<PAGE> 72

   Debentures are the sole assets of the trust, mature on December 1,
   2027, bear interest at the rate of 5.25%, payable quarterly,
   commencing March 1, 1998, and are redeemable by the Company beginning
   in December 2001. The Company may defer interest payments on the
   Debentures for a period not to exceed 20 consecutive quarters during
   which time distribution payments on the Convertible Preferred
   Securities are also deferred. Under this circumstance, the Company may
   not declare or pay any cash distributions with respect to its capital
   stock or debt securities that rank pari passu with or junior to the
   Debentures. The Company has no current intention to exercise its right
   to defer payments of interest on the Debentures.

       The Convertible Preferred Securities are reflected as outstanding
   in the Company's consolidated financial statements as
   Company-Obligated Mandatorily Redeemable Convertible Preferred
   Securities of a Subsidiary Trust.

   6)  DERIVATIVE FINANCIAL INSTRUMENTS

       The Company has only limited involvement with derivative financial
   instruments and does not use them for trading purposes. They are used
   to manage certain interest rate and foreign currency risks.

       Interest rate swap agreements are utilized to convert certain
   floating rate debt instruments into fixed rate debt. Cash flows
   related to interest rate swap agreements are included in interest
   expense over the terms of the agreements. 

       The Company utilizes forward exchange contracts to manage foreign
   exchange risk related to anticipated intercompany and third-party
   commercial transaction exposures of one year duration or less. Gains
   and losses related to qualifying hedges of commercial transactions are
   deferred and included in the basis of the underlying transactions.
   Derivatives used to hedge intercompany transactions are marked to
   market with the corresponding gains or losses included in the
   consolidated statements of income.

       The following table summarizes the Company's forward contracts in
   U.S. dollars by major currency and contractual amount. The "buy"
   amounts represent the U.S. equivalent of commitments to purchase
   foreign currencies, and the "sell" amounts represent the U.S.
   equivalent of commitments to purchase foreign currencies according to
   local needs in foreign subsidiaries. The contractual amounts of
   significant forward contracts and their fair value were as follows:


   
<PAGE> 73



   December 31,                 1998               1997
   ---------------------------------------------------------
   (In millions)
                           Buy      Sell       Buy      Sell
                          ----------------------------------
   French francs          $  -    $154.8    $  8.4     $23.5
   Deutsch marks           0.4     171.5       0.3       4.1
   Japanese yen              -         -      18.2         -
                          ----------------------------------
                          $0.4    $326.3     $26.9     $27.6
                          ==================================
   Fair Value             $0.3    $324.5     $26.2     $27.3
                          ==================================

       The Company's forward contracts do not subject the Company to risk
   due to foreign exchange rate movement, since gains and losses on these
   contracts generally offset losses and gains on the assets, liabilities
   and other transactions being hedged.

       The Company does not obtain collateral or other security to
   support derivative financial instruments subject to credit risk but
   monitors the credit standing of the counterparties.

   
<PAGE> 74

   7)  LEASES

       The Company has minimum rental payments through the year 2018
   under noncancellable operating leases as follows:

   Year ended December 31,    Minimum Payments
   -------------------------------------------
   (In millions)

   1999                            $34.6
   2000                             24.0
   2001                             17.5
   2002                             13.4
   2003                              7.7
   Thereafter                       11.9
                                  ------
                                  $109.1
                                  ======

       Total rental expense for all operating leases was approximately
   $57.1 million, $50.9 million and $45.2 million in 1998, 1997 and 1996,
   respectively. 

   8)  EMPLOYEE BENEFIT RETIREMENT PLANS

     The Company and its subsidiaries have noncontributory pension and
   profit sharing plans covering substantially all of its foreign and
   domestic employees. Pension plan benefits are generally based on years
   of service and/or compensation. The Company's funding policy is to
   contribute not less than the minimum amounts required by the Employee
   Retirement Income Security Act of 1974 or local statutes to assure
   that plan assets will be adequate to provide retirement benefits. The
   Company's common stock comprised $69.3 million, $71.4 million and
   $52.9 million of pension plan assets at December 31, 1998, 1997 and
   1996, respectively. 

       Total expense under all profit sharing plans was $7.6 million,
   $8.0 million, and $7.1 million for the years ended December 31, 1998,
   1997 and 1996, respectively. 

       In addition to the Company's pension and profit sharing plans,
   several of the Company's subsidiaries currently provide retiree health
   care benefits for certain employee groups.  

       The following provides a reconciliation of benefit obligations,
   plan assets and funded status of the plans, within the guidelines of
   SFAS No. 132:

     
<PAGE> 75

     
<TABLE>
     <CAPTION>
     <S>                                      <C>           <C>          <C>           <C>           <C>           <C>
                                                      Pension Benefits                 Other Postretirement Benefits
     December 31,                              1998         1997         1996          1998           1997         1996
     ---------------------------------------------------------------------------------------------------------------------
     (In millions)

     Change in benefit obligation
     Benefit obligation at January 1           $578.0       $484.7       $313.4       $ 114.9       $   96.9     $   95.1
     Service cost                                20.1         15.9         16.3           1.7            1.7          2.1
     Interest cost                               42.7         38.7         36.2           8.5            8.0          7.7
     Amendments                                   2.2          0.1         -              -              -            -
     Actuarial loss/(gain)                       34.3         11.9        (13.1)          2.9           (5.6)         3.4
     Acquisitions                                33.7         60.6        162.3           -             24.7          -
     Currency exchange                           (0.3)         -            1.6           -              -            -
     Benefits paid from plan assets             (37.1)       (33.9)       (32.0)        (12.1)         (10.8)       (11.4)
                                              ----------------------------------------------------------------------------
     Benefit obligation at December 31         $673.6       $578.0       $484.7       $ 115.9        $ 114.9     $   96.9
                                              ============================================================================
     Change in plan assets
     Fair value of plan assets at 
        January 1                              $738.4       $587.6       $341.9       $   -         $    -       $    -
     Actual return on plan assets                (5.9)       111.6         73.1           -              -            -
     Employer contributions                       5.0          4.1          4.5          12.1           10.8         11.4
     Acquisitions                                14.1         69.1        198.7           -              -            -
     Currency exchange                           (0.8)        (0.1)         1.4           -              -            -
     Benefits paid from plan assets             (37.1)       (33.9)       (32.0)        (12.1)         (10.8)       (11.4)
                                              ----------------------------------------------------------------------------
     Fair value of plan assets at 
       December 31                             $713.7       $738.4       $587.6       $   -         $    -       $    -
                                              ============================================================================


     Funded Status
     Funded status at December 31               $40.1       $160.4       $102.9       $(115.9)      $ (114.9)    $  (96.9)
     Unrecognized net gain                       (7.9)      (105.4)       (46.8)        (15.0)         (18.3)       (13.0)
     Unrecognized prior service cost             (2.0)        (5.1)        (5.6)          -              -            -
     Unrecognized net asset                      (4.9)        (5.2)        (6.2)          -              -            -
                                              ----------------------------------------------------------------------------
     Net amount recognized                      $25.3      $  44.7       $44.3        $(130.9)      $ (133.2)    $ (109.9)
                                              ============================================================================
     Amounts recognized in the 
     Consolidated Balance Sheets
     Prepaid benefit cost(1)                   $ 71.8       $ 77.4       $ 71.3       $   -         $    -       $    -
     Accrued benefit cost(2)                    (50.4)       (34.4)       (27.6)       (130.9)        (133.2)      (109.9)
     Intangible asset(1)                          3.9          1.7          0.6           -              -            -
                                              ----------------------------------------------------------------------------
     Net amount recognized                     $ 25.3       $ 44.7       $ 44.3       $(130.9)      $ (133.2)    $ (109.9)
                                              ============================================================================
     Assumptions as of December 31
     Discount rate                              7.00%       7.75%        7.75%         7.00%          7.50%       7.75%
     Long-term rate of return on 

     
<PAGE> 76

         plan assets                            10.00%       9.00%        9.00%            -              -           -
     Long-term rate of compensation 
         increase                                5.00%       5.00%        5.00%            -              -           -
     Health care cost trend rate(3)                -           -            -          8.00%          9.00%      10.00%

</TABLE>


   (1) Recorded in Other Non-Current Assets.

   (2) Recorded in Other Non-Current Liabilities.

   (3) The assumed health care cost trend rate decreases one percent
   every year through 2000 to 6% and remains constant beyond that point. 


   Net pension costs and other postretirement benefit costs include the
   following components:


<TABLE>
<CAPTION>
    <S>                                        <C>         <C>          <C>            <C>           <C>          <C>
                                                     Pension Benefits                    Other Retirement Benefits
     Year Ended December 31,                   1998         1997         1996          1998           1997         1996
     --------------------------------------------------------------------------------------------------------------------
     (In millions)

     Service cost-benefits earned 
         during the year                        $19.3        $16.0       $16 .3         $ 1.7          $ 1.6        $ 2.1
     Interest cost on projected 
        benefit obligation                       45.3         38.7         36.2           8.6            8.0          7.7
     Expected return on plan assets             (59.0)       (57.7)       (50.0)          -              -            -
     Amortization of:
         Transition asset                        (1.1)        (1.1)        (1.1)         (0.5)          (0.2)        (0.2)
         Prior service cost recognized           (0.3)        (0.3)        (0.3)          -              -            -
     Actuarial (gain)/loss                       (1.8)         5.5          1.6           -              -            -
                                               --------------------------------------------------------------------------
                                                 $2.4        $ 1.1         $2.7          $9.8           $9.4         $9.6
                                               ==========================================================================

     </TABLE>



       The projected benefit obligation, accumulated benefit obligation
   and fair value of plan assets for the pension plans with accumulated
   benefit obligations in excess of plan assets are as follows:

   December 31,                1998       1997     1996
   -----------------------------------------------------
   (In millions)

   Projected benefit
     obligation                $129.6     $68.4    $39.7
   Accumulated benefit
     obligation                 110.0      55.1     28.4
   Fair value of plan assets     52.1      22.1      1.8

   
<PAGE> 77

       The health care cost trend rate significantly affects the reported
   postretirement benefit costs and benefit obligations. A one percentage
   point change in the assumed rate would have the following effects:


                                 1% Increase    1% Decrease
   --------------------------------------------------------
   (In millions)

   Effect on total of
     service and interest
     cost components                  $1.0         $(0.9)
   Effect on postretirement
   benefit obligations                 8.7          (8.1)


   9)  STOCKHOLDERS' EQUITY

       The Company's Common Stock consists of 400.0 million authorized
   shares, with a par value of $1 per share. Of the total unissued common
   shares at December 31, 1998, total shares in reserve included 8.0
   million shares for issuance under the Company's stock option plans.

       Each share of Common Stock includes a stock purchase right (a
   "Right"). Each Right will entitle the holder, until the earlier of
   October 31, 2008 or the redemption of the Rights, to buy one share of
   Common Stock at an exercise price of $200 per share, subject to
   adjustment under certain circumstances. The Rights will be exercisable
   only if a person or group acquires 15% or more of voting power of the
   Company or announces a tender offer following which it would hold 15%
   or more of the Company's voting power.

       In the event that any person or group becomes the beneficial owner
   of 15% or more of the Company's voting stock, the Rights (other than
   Rights held by the 15% stockholder) would become exercisable for that
   number of shares of the Company's Common Stock having a market value
   of two times the exercise price of the Right. Furthermore, if,
   following the acquisition by a person or group of 15% or more of the
   Company's voting stock, the Company was acquired in a merger or other
   business combination or 50% or more of its assets were sold, each
   Right (other than Rights held by the 15% stockholder) would become
   exercisable for that number of shares of Common Stock of the Company
   (or the surviving company in a business combination) having a market
   value of two times the exercise price of the Right.

       The Company may redeem the Rights at $0.001 per Right prior to the
   occurrence of an event that causes the Rights to become exercisable
   for Common Stock.

   10)  STOCK OPTIONS

       The Company's stock option plans are accounted for under APB
   Opinion No. 25. As a result, the Company grants fixed stock options
   under which no compensation cost is recognized. Had compensation cost
   for the plans been determined consistent with FASB Statement No. 123,
   the Company's net income and earnings per share would have been
   reduced to the following pro forma amounts:

   
<PAGE> 78

   Year Ended December 31,             1998           1997
   ---------------------------------------------------------
   (In millions, except per share data)

   Net income:    As reported          $396.2         $293.1
                  Pro forma             389.9          290.0

   Diluted EPS:   As reported           $2.38          $1.80
                  Pro forma              2.35           1.78

       Because the FASB Statement No. 123 method of accounting has not
   been applied to options granted prior to January 1, 1995, the
   resulting pro forma compensation cost may not be representative of
   that to be expected in future years.

       The Company may grant up to 8.0 million shares under the 1993
   Stock Option Plan, of which, the Company has granted 2.5 million
   shares and cancelled 0.3 million shares through December 31, 1998.
   Under this plan, the option exercise price equals the Common Stock's
   closing price on the date of grant, vests over a five-year period and
   expires after ten years.

       The following summarizes the changes in number of shares of Common
   Stock under option:

                                                  Weighted
                                                  Average 
                                                  Exercise
   1998                               Shares       Price  
   --------------------------------------------------------
   Outstanding at 
     beginning of year             1,921,359         $24
     Granted                         583,214          45
     Exercised                     (430,676)          17
     Cancelled                      (45,915)          25
                                  ----------
   Outstanding at end of year      2,027,982          31
                                  ==========
   Exercisable at end of year        864,151          21
                                  ==========
   Weighted average
     fair value of options 
     granted during the year             $18
                                  ==========

   
<PAGE> 79

       The 2,027,982 options outstanding at December 31, 1998 have
   exercise prices between $12 and $49 and are summarized below:


<TABLE>
<CAPTION>

    <S>                  <C>                           <C>                           <C>
                                        Options Outstanding
                                        -------------------                              Weighted
     Range of                 Number                     Weighted                         Average
     Exercise             Outstanding at                  Average                        Remaining
     Prices             December 31, 1998             Exercise Price                 Contractual Life
     -------------------------------------------------------------------------------------------------
     $12-15                   142,676                        $14                               2
      16-25                   662,787                         21                               5
      26-35                   347,800                         29                               7
      36-45                   714,019                         41                               9
      46-49                   160,700                         48                               9
                           ----------
     $12-49                 2,027,982                         31                               7
                           ==========
</TABLE>


     The 864,151 options exercisable at December 31, 1998 have exercise
   prices between $12 and $43 and are summarized below:

                                        Options Exercisable
                                        -------------------
     Range of                 Number                     Weighted
     Exercise             Exercisable at                  Average
     Prices             December 31, 1998             Exercise Price
     -------------------------------------------------------------------
     $12-15                   142,676                        $14
      16-25                   540,435                         20
      26-35                   120,660                         28
      36-43                    60,380                         37
                             ---------
     $12-43                   864,151                         21
                             =========




     
<PAGE> 80

                                                                 Weighted
                                                                  Average
                                                                 Exercise
     1997                                   Shares                Price  
     -------------------------------------------------------------------
     Outstanding at 
         beginning of year               1,959,034                    $21
         Granted                           395,600                     38
         Exercised                        (364,587)                    18
         Cancelled                         (68,688)                    22
                                         ---------
     Outstanding at end of year          1,921,359                     24
                                         =========
     Exercisable at end of year            886,445                     19
                                         ==========
     Weighted average
         fair value of options 
         granted during the year               $13 
                                         ==========

     
<PAGE> 81

                                                                 Weighted
                                                                  Average
                                                                 Exercise
     1996                                 Shares                   Price
     -------------------------------------------------------------------
     Outstanding at 
         beginning of year               1,945,730                    $20
         Granted                           400,820                     21
         Exercised                        (243,596)                    17
         Cancelled                        (143,920)                    21
                                         ---------
     Outstanding at end of year          1,959,034                     21
                                         =========
     Exercisable at end of year            999,118                     18
                                         =========
     Weighted average
         fair value of options 
         granted during the year               $10
                                         =========

       The fair value of each option grant is estimated on the date of
   grant using the Black-Scholes option pricing model with the following
   assumptions used for grants in 1998, 1997 and 1996, respectively:
   risk-free interest rate of 4.1%, 6.3% and 6.4%; expected dividend
   yields of 1.6%, 1.8% and 1.8%; expected lives of 9.9, 9.9 and 9.9
   years; and expected volatility of 34%, 23% and 20%. 

   11)  INCOME TAXES

       The provision for income taxes consists of the following:


<TABLE>
<CAPTION>
    <S>                                    <C>                   <C>                   <C>

     Year Ended December 31,                 1998                1997                   1996
     ----------------------------------------------------------------------------------------
     (In millions)

     Current:
         Federal                            $ 197.8            $   97.7                $  98.6
         State                                 23.8                17.6                   15.9
         Foreign                               10.5                19.1                   10.6
                                            ---------------------------------------------------
                                              232.1               134.4                  125.1

     Deferred                                  56.6                57.8                   44.2
                                            ---------------------------------------------------
     Total                                   $288.7              $192.2                 $169.3
                                            ===================================================

</TABLE>

            The non-U.S. component of income before income taxes was $30.5
   million in 1998, $64.5 million in 1997 and $40.4 million in 1996.

   
<PAGE> 82



       The components of the net deferred tax asset are as follows:


<TABLE>
<CAPTION>

     <S>                                   <C>                   <C>                   <C>
     December 31,                            1998                1997                   1996
     ----------------------------------------------------------------------------------------
     (In millions)

     Deferred tax assets:
         Accruals, not currently
            deductible for 
            tax purposes                     $101.9              $117.3                 $111.9
         Postretirement liabilities            51.3                53.0                   43.9
         Inventory reserves                    25.3                35.7                   29.2
         Self-insurance liability              16.3                15.4                   16.5
         Other                                  2.9                 1.0                    1.9
                                             --------------------------------------------------
                                              197.7               222.4                  203.4
     Deferred tax liabilities:
         Accelerated depreciation             (64.4)              (60.3)                 (46.9)
         Prepaid pension asset                (27.1)              (31.1)                 (30.5)
         Unrealized gain on 
            securities available 
            for sale                            -                 (51.5)                 (23.9)
         Amortization of 
            intangibles                       (22.1)              (11.9)                  (4.1)
         Other                                (14.5)              (23.1)                 (19.3)
                                             --------------------------------------------------
                                             (128.1)             (177.9)                (124.7)
                                             --------------------------------------------------
         Net deferred tax asset              $ 69.6             $  44.5                $  78.7
                                             ==================================================
</TABLE>


            The net deferred tax asset is classified in the consolidated
   balance sheets as follows:


<TABLE>
<CAPTION>

    <S>                                      <C>                 <C>                   <C>
     December 31,                            1998                1997                   1996
     ----------------------------------------------------------------------------------------
     (In millions)

     Current net deferred
         income tax asset                     $90.4              $134.7                 $126.2
     Non-current deferred
         income tax liability                 (20.8)              (90.2)                 (47.5)
                                              -------------------------------------------------
                                              $69.6              $ 44.5                 $ 78.7
                                              =================================================

</TABLE>


   
<PAGE> 83

       A reconciliation of the U.S. statutory rate to the effective
   income tax rate is as follows:


<TABLE>
<CAPTION>

     <S>                                    <C>                 <C>                    <C>

     Year Ended December 31,                 1998                1997                   1996
     ----------------------------------------------------------------------------------------
     (In percent)

     Statutory rate                            35.0%               35.0%                  35.0%
     Add (deduct) effect of:
         State income taxes, net of
            federal income tax effect           3.3                 3.6                    3.6
         Nondeductible trade names 
            and goodwill amortization           1.3                 1.6                    1.5 
         Tax basis differential on 
             sales of businesses                3.2                 -                      -
         Other                                 (0.6)               (0.6)                  (0.6) 
                                               ------------------------------------------------
     Effective rate                            42.2%               39.6%                  39.5% 
                                               ================================================
</TABLE>


        No U.S. deferred taxes have been provided on the undistributed
   non-U.S. subsidiary earnings which are considered to be permanently
   invested. At December 31, 1998, the estimated amount of total
   unremitted non-U.S. subsidiary earnings is $72.9 million.

   12)  OTHER NONOPERATING (INCOME) EXPENSES 

       Total other nonoperating (income) expenses consist of the
   following:


<TABLE>
<CAPTION>
   <S>                                      <C>              <C>                     <C>

   Year Ended December 31,                 1998                1997                   1996
     -----------------------------------------------------------------------------------------
     (In millions)

     Equity earnings*                      $   (7.1)             $ (5.8)               $  (6.4)
     Interest income                           (12.1)               (5.3)                  (3.7)
     Dividend income                            -                  (4.0)                 (11.0)
     Gain on sale of marketable
          equity securities                  (191.5)               (2.9)                   -
     Gain on sales
         of businesses                        (35.6)                -                      -
     Minority interest in income
         of subsidiary trust                   26.7                 1.5                    -
     Currency translation loss                  6.0                 0.3                    -
     Other                                      2.5                 1.5                    1.6
                                         ------------------------------------------------------
                                            $(211.1)             $(14.7)                $(19.5)
                                         ======================================================
</TABLE>


   * in American Tool Companies, Inc., in which the Company has a 49%
   interest.

   
<PAGE> 84

   13) OTHER OPERATING INFORMATION

   Industry Segment Information
   ----------------------------

       The Company reviewed the criteria for determining segments of an
   enterprise in accordance with SFAS No. 131 and concluded it has three
   reportable operating segments: Hardware & Home Furnishings, Office
   Products, and Housewares. This segmentation is appropriate because the
   Company organizes its product categories into these groups when making
   operating decisions and assessing performance. The Company Divisions
   included in each group also sell primarily to the same retail channel:
   Hardware & Home Furnishings (home centers and hardware stores), Office
   Products (office superstores and contract stationers), and Housewares
   (discount stores and warehouse clubs).

       The principal product categories included in each of the Company's
   business segments are as follows:

          Segment                       Product Category
   ---------------------------------------------------------------
   Hardware & Home                 Window Treatments,
     Furnishings                   Hardware and Tools, Picture
                                   Frames, Home Storage

   Office Products                 Markers and Writing
                                   Instruments, Office Storage and
                                   Organization 

   Housewares                      Aluminum Cookware and Bakeware,
                                   Glassware, Hair Accessories


<TABLE>
<CAPTION>

     <S>                                  <C>                      <C>                          <C>

     Net Sales*
     Year Ended December 31,                 1998                     1997                      1996
     -----------------------------------------------------------------------------------------------
     (In millions)

     Hardware &
       Home Furnishings                    $1,758.1                 $1,484.8                  $1,299.3
     Office Products                        1,040.3                    899.2                     741.8
     Housewares                               921.6                    952.2                     931.7
                                          ----------------------------------------------------------
     Total                                 $3,720.0                 $3,336.2                  $2,972.8
                                          ==========================================================
</TABLE>


   * Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
   approximately 14% of consolidated net sales in 1998 and 15% in both
   1997 and 1996. Sales to no other customer exceeded 10% of consolidated
   net sales.

     
<PAGE> 85

   
<TABLE>
   <CAPTION>

     <S>                                    <C>                       <C>                      <C>
     Operating Income
     Year Ended December 31,                 1998                     1997                      1996
     -------------------------------------------------------------------------------------------------
     (In millions)

     Hardware &
       Home Furnishings                      $290.2                   $241.1                    $185.3
     Office Products                          212.3                    187.1                     161.7
     Housewares                               101.0                    165.5                     157.8
     Corporate                                (69.4)                   (46.6)                    (37.4)
                                              --------------------------------------------------------
     Total                                   $534.1                   $547.1                    $467.4
                                              ========================================================


     Identifiable Assets
     December 31,                            1998                     1997                      1996
     -------------------------------------------------------------------------------------------------
     (In millions)

     Hardware &
       Home Furnishings                    $  995.8                   $850.8                  $  656.8
     Office Products                          643.0                    520.7                     355.4
     Housewares                               664.8                    616.4                     583.5
     Corporate                              2,024.3                  2,023.8                   1,462.7
                                            ----------------------------------------------------------
     Total                                 $4,327.9                 $4,011.7                  $3,058.4
                                            ==========================================================



     Capital Expenditures
     Year Ended December 31,                 1998                     1997                      1996
     -------------------------------------------------------------------------------------------------
     (In millions)

     Hardware &
       Home Furnishings                     $  39.1                    $30.3                     $27.7
     Office Products                           24.9                     26.4                      20.3
     Housewares                                53.4                     38.7                      45.4
     Corporate                                 30.3                      7.8                       2.8
                                              --------------------------------------------------------
     Total                                   $147.7                   $103.2                     $96.2
                                              ========================================================



     
<PAGE> 86

     Depreciation and Amortization
     Year Ended December 31,                 1998                     1997                      1996
     -------------------------------------------------------------------------------------------------
     (In millions)

     Hardware &
       Home Furnishings                     $  31.2                  $  33.4                   $  27.9
     Office Products                           28.7                     21.6                      16.0
     Housewares                                39.6                     35.4                      35.7
     Corporate                                 48.0                     41.6                      38.5
                                            ----------------------------------------------------------
     Total                                   $147.5                   $132.0                    $118.1
                                            ==========================================================

</TABLE>


     
<PAGE> 87

     GEOGRAPHIC AREA INFORMATION

   
<TABLE>
   <CAPTION>

     <S>                                     <C>                      <C>                       <C>
     Net Sales
     Year Ended December 31,                 1998                     1997                      1996
     -------------------------------------------------------------------------------------------------
     (In millions)

     United States                         $2,906.1                 $2,796.6                  $2,558.2
     Canada                                   159.4                    163.9                     145.4
                                         --------------------------------------------------------------
     North America                          3,065.5                  2,960.5                   2,703.6
     Europe                                   463.0                    247.2                     162.2
     Latin America+                           177.9                    109.3                      89.0
     All other                                 13.6                     19.2                      18.0
                                          -------------------------------------------------------------
     Total                                 $3,720.0                 $3,336.2                  $2,972.8
                                          =============================================================

     Operating Income
     Year Ended December 31,                 1998                     1997                      1996
     --------------------------------------------------------------------------------------------------
     (In millions)

     United States                           $449.0                   $460.8                    $401.7
     Canada                                     6.3                     21.2                      14.3
                                          -------------------------------------------------------------
     North America                            455.3                    482.0                     416.0
     Europe                                    41.0                     33.0                      25.7
     Latin America+                            38.3                     30.8                      23.9
     All other                                 (0.5)                     1.3                       1.8
                                            -----------------------------------------------------------
     Total                                   $534.1                   $547.1                    $467.4
                                            ===========================================================

     Identifiable Assets
     December 31,                            1998                     1997                      1996
     --------------------------------------------------------------------------------------------------
     (In millions)

     United States                         $3,183.8                 $3,536.3                  $2,789.0
     Canada                                    68.9                    106.5                      73.4
                                          -------------------------------------------------------------
     North America                          3,252.7                  3,642.8                   2,862.4
     Europe                                   796.2                    264.7                     133.6
     Latin America+                           263.8                     99.3                      59.9
     All other                                 15.2                      4.9                       2.5
                                          -------------------------------------------------------------
     Total                                 $4,327.9                 $4,011.7                  $3,058.4
                                          =============================================================
   + Includes Mexico, Venezuela,  and Colombia, and in 1998, Brazil and
   Argentina.

</TABLE>


   
<PAGE> 88



        Operating income is net sales less cost of products sold and
   S,G&A expenses, but is not affected either by nonoperating (income)
   expenses or by income taxes. Nonoperating (income) expenses consists
   principally of net interest expense, and in 1998, the net gain on the
   sale of Black & Decker common stock and the net gains on the sales of
   Stuart Hall and Newell Plastics. In calculating operating income for
   individual business segments, certain headquarters expenses of an
   operational nature are allocated to business segments and geographic
   areas primarily on a net sales basis. Trade names and goodwill
   amortization is considered a corporate expense and not allocated to
   business segments.

        All intercompany transactions have been eliminated, and transfers
   of finished goods between geographic areas are not significant.
   Corporate assets primarily include trade names and goodwill, equity
   investments and deferred tax assets.

   14)  LITIGATION

        The Company is subject to certain legal proceedings and claims,
   including the environmental matters described below, that have arisen
   in the ordinary conduct of its business.

        As of December 31, 1998, the Company was involved in various
   matters concerning federal and state environmental laws and
   regulations, including matters in which the Company has been
   identified by the U.S. Environmental Protection Agency and certain
   state environmental agencies as a potentially responsible party
   ("PRPs") at contaminated sites under the Federal Comprehensive
   Environmental Response, Compensation and Liability Act ("CERCLA") and
   equivalent state laws. 

        In assessing its environmental response costs, the Company has
   considered several factors, including: the extent of the Company's
   volumetric contribution at each site relative to that of other PRPs;
   the kind of waste; the terms of existing cost sharing and other
   applicable agreements; the financial ability of other PRPs to share in
   the payment of requisite costs; the Company's prior experience with
   similar sites; environmental studies and cost estimates available to
   the Company; the effects of inflation on cost estimates; and the
   extent to which the Company's and other parties' status as PRPs is
   disputed. 

        Based on information available to it, the Company's estimate of
   environmental response costs associated with these matters as of
   December 31, 1998 ranged between $15.0 million and $19.5 million. As
   of December 31, 1998, the Company had a reserve equal to $18.0 million
   for such environmental response costs in the aggregate. No insurance
   recovery was taken into account in determining the Company's cost

   
<PAGE> 89

   estimates or reserve, nor do the Company's cost estimates or reserve
   reflect any discounting for present value purposes. 

        Because of the uncertainties associated with environmental
   investigations and response activities, the possibility that the
   Company could be identified as a PRP at sites identified in the future
   that require the incurrence of environmental response costs and the
   possibility of additional sites as a result of businesses acquired,
   actual costs to be incurred by the Company may vary from the Company's
   estimates. 

        Subject to difficulties in estimating future environmental
   response costs, the Company does not expect that any amount it may
   have to pay in connection with environmental matters in excess of
   amounts reserved will have a material adverse effect on its
   consolidated financial statements.

        The Company is involved in several legal proceedings relating to
   the importation and distribution of vinyl mini-blinds made with
   plastic containing lead stabilizers. In 1996, the Consumer Product
   Safety Commission found that such stabilizers deteriorate over time
   from exposure to sunlight and heat, causing lead dust to form on
   mini-blind surfaces and presenting a health risk to children under six
   years of age.

        In July 1996, the California Attorney General and the Alameda
   County District Attorney filed a civil suit against 12 named
   companies, including a subsidiary of the Company, alleging failure to
   warn consumers adequately about the presence of lead in accordance
   with California law and seeking injunctions, civil penalties and
   restitutionary relief.

        In August 1996, 15 companies, including a subsidiary of the
   Company, were named as defendants in a national and California private
   class action in Sacramento County Superior Court. In October 1997, 16
   additional companies were named as defendants in this case, in which
   the plaintiffs alleged that the Company's subsidiary used false and
   misleading advertising and employed unfair or fraudulent business
   practices in connection with the presence of lead in their blinds.
   These two cases were coordinated in 1996. 

        On June 22, 1998, the Court entered a Stipulated Consent
   Judgement resolving the Attorney General's case as to the Company's
   subsidiary and most of the defendants. On July 27, 1998, the
   coordination trial judge ruled that this Consent Judgment barred the
   California claims of the private class action plaintiffs, and on
   October 6, 1998, judgment was entered for the Company's subsidiary and
   22 of the other defendants in the private class action. The private
   class action plaintiffs have filed an appeal for both the Consent
   Judgment and the Judgment entered in their action and applying for
   attorneys' fees for their efforts at the trial court level. The

   
<PAGE> 90

   Company's contribution to the judgment amount was not material to the
   Company's consolidated financial statements. 

        In February 1997, a subsidiary of the Company was named as the
   defendant in another case involving the importation and distribution
   of vinyl mini-blinds containing lead, which was filed as an Illinois
   and national private class action in the Cook County Chancery
   Division. In this case, the plaintiffs alleged violations of the
   Illinois Consumer Fraud and Deceptive Trade Practices Act and the
   Illinois version of the Uniform Deceptive Trade Practices Act, breach
   of implied warranty, fraud, negligent misrepresentation, negligence,
   unjust enrichment, and reception and retention of money unlawfully
   received. The plaintiffs seek injunctive relief, unspecified damages,
   suit costs and punitive damages.

        In December 1998, 13 companies, including a subsidiary of the
   Company, were named as defendants in a third case involving the
   importation and distribution of vinyl mini-blinds containing lead. The
   case, filed as a Massachusetts class action in the Superior Court,
   alleges misrepresentation, breaches of express and implied warranties,
   negligence, loss of consortium and violation of Massachusetts consumer
   protection laws. The plaintiffs seek injunctive relief, unspecified
   damages, compensatory damages for personal injury and court costs.

        Although management of the Company cannot predict the ultimate
   outcome of these matters with certainty, it believes that their
   ultimate resolution will not have a material effect on the Company's
   consolidated financial statements. 

   
<PAGE> 91


 
  Item 9.   Changes In and Disagreements with Accountants on Accounting
             and Financial Disclosure
             -----------------------------------------------------------

        None.



                                  PART III
                                  --------


   Item 10.  Directors and Executive Officers of the Registrant
             --------------------------------------------------

        Information regarding executive officers of the Company is
   included as a Supplementary Item at the end of Part I of this Form
   10-K.

        Information regarding directors of the Company is included in the
   Company's Definitive Proxy Statement for the Annual Meeting of
   Stockholders to be held May 26, 1999 ("Proxy Statement") under the
   caption "Proposal 1 - Election of Directors," which information is
   hereby incorporated by reference herein.

        Information regarding compliance with Section 16(a) of the
   Exchange Act is included in the Proxy Statement under the caption
   "Section 16(a) Beneficial Ownership Compliance Reporting," which
   information is hereby incorporated by reference herein.


   Item 11.  Executive Compensation
             ----------------------

        Information regarding executive compensation is included in the
   Proxy Statement under the caption "Proposal 1 - Election of Directors
   - Information Regarding Board of Directors and Committees," the
   captions "Executive Compensation - Summary; - Option Grants in 1998; -
   Option Exercises in 1998; - Pension and Retirement Plans; - Employment
   Security Agreements," and the caption "Executive Compensation
   Committee Interlocks and Insider Participation," which information is
   hereby incorporated by reference herein.


   Item 12.  Security Ownership of Certain Beneficial Owners and
             Management
             ---------------------------------------------------

        Information regarding security ownership is included in the Proxy
   Statement under the caption "Certain Beneficial Owners," which
   information is hereby incorporated by reference herein.


   Item 13.  Certain Relationships and Related Transactions
             ----------------------------------------------

        Not applicable.

   
<PAGE> 92


                                   PART IV
                                   -------


   Item 14.  Exhibits, Financial Statement Schedules and Reports on
             Form 8-K
             ------------------------------------------------------

        (a)(1) The following is a list of the financial statements of
        Newell Co. included in this report on Form 10-K which are filed
        herewith pursuant to Item 8:


        Report of Independent Public Accountants

        Consolidated Statements of Income - Years Ended December 31, 1998
        1997 and 1996

        Consolidated Balance Sheets - December 31, 1998, 1997 and 1996

        Consolidated Statements of Cash Flows - Years Ended December 31,
        1998, 1997 and 1996

        Consolidated Statements of Stockholders' Equity - Years Ended
        December 31, 1998, 1997 and 1996

        Notes to Consolidated Financial Statements - December 31, 1998,
        1997 and 1996

        (2) The following consolidated financial statement schedule of
        the Company included in this report on Form 10-K is filed
        herewith pursuant to Item 14(d) and appears immediately preceding
        the Exhibit Index:

              SCHEDULE II -  VALUATION AND QUALIFYING ACCOUNTS
             --------------------------------------------------

        (3) The exhibits filed herewith are listed on the Exhibit Index
        filed as part of this report on Form 10-K.  Each management
        contract or compensatory plan or arrangement of the Company
        listed on the Exhibit Index is separately identified by an
        asterisk.

        (b) Reports on Form 8-K:

        Registrant filed a Current Report on Form 8-K dated October 21,
        1998 reporting the agreement between Registrant and Rubbermaid
        Incorporated pursuant to which a subsidiary of Newell will merge
        with Rubbermaid in a transaction to be accounted for using the
        pooling of interests method of accounting.

        Registrant filed a Current Report on Form 8-K dated November 17,
        1998 to file its Selected Financial Data, Management's Discussion
        and Analysis of Financial Condition and Results of Operations,
        and Consolidated Financial Statements, each restated to reflect
        the merger of a subsidiary of Registrant into Calphalon
        Corporation, which was accounted for using the pooling of
        interests method of accounting.



   
<PAGE> 93

        Registrant filed Current Reports on Form 8-K and 8-K/A, each
        dated November 20, 1998, to disclose Financial Statements of
        Rubbermaid Incorporated and related pro forma financial
        information.



   
<PAGE> 94

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              -------------------------------------------------


<TABLE>
<CAPTION>

      <S>                             <C>              <C>              <C>              <C>              <C> 
                                                             Additions
                                                        -----------------------
                                                        Charged          Charged
                                       Balance at       to Costs         to Other                          Balance at
                                       Beginning          and            Accounts         Deductions         End of
     Description                       of Period        Expenses           (A)               (B)             Period
     -----------                       ---------        --------         --------         ----------       -----------
     Allowance for 
       doubtful accounts
       for the years ended:
              December 31, 1998         $21,193         $4,683          $14,028          ($15,434)         $24,470
              December 31, 1997*         14,990          5,888            8,321            (8,006)          21,193
              December 31, 1996*         12,314          6,534            2,200            (6,058)          14,990

     Note A - Represents recovery of accounts previously written off, along with net reserves of acquired and divested businesses.

     Note B - Represents accounts charged off.

                                       Balance at                                                          Balance at
                                       Beginning                                            Other            End of
                                       of Period        Provision        Write-offs          (C)             Period
                                       ---------        ---------        ----------       -------          ----------
     Inventory reserves for 
       the years ended:
              December 31, 1998         $93,894         $27,894          ($29,293)        $10,551          $103,046
              December 31, 1997*         82,554          22,469           (30,332)         19,203           93,894
              December 31, 1996*         68,675          22,251           (30,721)         22,349           82,554 



     Note C - Represents net reserves of acquired and divested businesses, including provisions for product line rationalization.

     *    Restated for the May 1998 merger with Calphalon Corporation,
   which was accounted for as a pooling of interests.


</TABLE>



   
<PAGE> 95


                                 SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.
                                      Registrant
                                      By   /s/ William T. Alldredge
                                           ------------------------
                                      William T. Alldredge
                                      Vice President-Finance
                                      Date   March 19, 1999

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

        Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below on March 19, 1999 by the
   following persons on behalf of the Registrant and in the capacities
   indicated.

    
<TABLE>
    <CAPTION>
 
       <S>                                                        <C>
        Signature                                                  Title
        ---------                                                  -----

     /s/ William P. Sovey                       Chairman of the Board and Director
     --------------------------------
         William P. Sovey

     /s/ John J. McDonough                      Vice Chairman of the Board, Chief Executive
     --------------------------------           Officer and Director 
         John J. McDonough                      (Principal Executive Officer)

     /s/ Thomas A. Ferguson, Jr.                President and Chief Operating Officer
     --------------------------------           and Director
         Thomas A. Ferguson, Jr.

     /s/ Donald L. Krause                       Senior Vice President-Corporate Controller
     --------------------------------           (Principal Accounting Officer)
         Donald L. Krause

     /s/ William T. Alldredge                   Vice President-Finance
     -------------------------------            (Principal Financial Officer)
         William T. Alldredge

                                                Director
     ------------------------------
         Alton F. Doody

                                                Director
     ------------------------------
         Gary H. Driggs

     
<PAGE> 96

     /s/ Daniel C. Ferguson                     Director
     ------------------------------
         Daniel C. Ferguson

     /s/ Robert L. Katz                         Director
     ------------------------------
         Robert L. Katz

                                                Director
     ------------------------------
         Elizabeth Cuthbert Millett

                                                Director
     ------------------------------
         Cynthia A. Montgomery

     /s/ Allan P. Newell                        Director
     ------------------------------
         Allan P. Newell

                                                Director
     ------------------------------
         Henry B. Pearsall

     </TABLE>




     
<PAGE> 97

      
<TABLE>
      <CAPTION>

      <S>             <C>           <C>         <C>
                                                        (C) EXHIBIT INDEX

                                     Exhibit
                                     Number     Description of Exhibit
                                     -------   ----------------------

     Item 3.          Articles of      3.1      Restated Certificate of Incorporation of Newell Co., as amended as of 
                      Incorporation             September 7, 1995 (incorporated by reference to Exhibit 3.1 to the
                      and By-Laws               Company's Annual Report on Form 10-K for the year ended December 31, 1995
                                                (the "1995 Form 10-K")).

                                       3.2      By-Laws of Newell Co., as amended through November 9, 1995 (incorporated by
                                                reference to Exhibit 4.2 to Pre-effective Amendment No. 1 to the Company's
                                                Registration Statement on Form S-3, File No. 33-64225, filed January 23,
                                                1996).


     Item 4.          Instruments      4.1      Restated Certificate of Incorporation of Newell Co., as amended as 
                      defining the              of September 7, 1995, is included in Item 3.1.
                      rights of
                      security
                      holders,
                      including
                      indentures

                                       4.2      By-Laws of Newell Co., as amended through November 9, 1995, are
                                                included in Item 3.2.

                                       4.3      Rights Agreement dated as of August 6, 1998 between the
                                                Company and First Chicago Trust Company of New York, as Rights Agent
                                                (incorporated by reference to Exhibit 4 to the Company's Current Report on
                                                Form 8-K dated August 6, 1998).

                                       4.4      Indenture dated as of April 15, 1992, between the Company and The Chase
                                                Manhattan Bank (National Association), as Trustee (incorporated by reference
                                                to Exhibit 4.4 to the Company's Report on Form 8 amending the Company's
                                                Quarterly Report on Form 10-Q for the quarterly period ended March 31,
                                                1992).

                                       4.5      Indenture dated as of November 1, 1995 between the Company and The Chase
                                                Manhattan Bank (National Association), as Trustee (incorporated by reference
                                                to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 3,
                                                1996).

                                       4.6      Specimen Common Stock (incorporated by reference to Exhibit 4.1 to the
                                                Company's Registration Statement on Form S-4, File No. 333-71747, filed
                                                February 4, 1999).

                                                Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not
                                                filing certain documents.  The Company agrees to furnish a copy of each such
                                                document upon the request of the Commission.


     Item 10.         Material         *10.1    The Newell Long-Term Savings and Investment Plan, as amended and
                      Contracts                 restated effective May 1, 1993 and amended through December 29, 1995.


     
<PAGE> 98

                                       *10.2    The Company's Amended and Restated 1984 Stock Option Plan, as amended
                                                through February 14, 1990 (incorporated by reference to Exhibit 10.2 to the
                                                Company's Annual Report on Form 10-K for the year ended December 31, 1990
                                                File No. 1-09608 (the "1990 Form 10-K")).

                                       *10.3    Newell Co. Deferred Compensation Plan, as amended, effective August 1, 1980,
                                                as amended and restated effective January 1, 1997.

                                       *10.4    Newell Operating Company's ROA Cash Bonus Plan, effective January 1, 1977,
                                                as amended (incorporated by reference to Exhibit 10.8 to the Company's
                                                Registration Statement on Form S-14, Reg. No. 002-71121, filed March 4,
                                                1981).

                                       *10.5    Newell Operating Company's ROI Cash Bonus Plan, effective January 1, 1986.

                                       *10.6    Newell Operating Company's Pension Plan for Salaried and Clerical Employees,
                                                as amended and restated, effective January 1, 1996, as amended through June 15,
                                                1998.

                                       *10.7    Newell Operating Company's Pension Plan for Factory and Distribution
                                                Hourly-Paid Employees, as amended and restated effective January 1, 1989 and 
                                                amended through September 30, 1997. 

                                       *10.8    Newell Operating Company's Restated Supplemental Retirement Plan for Key
                                                Executives, effective January 1, 1982, as amended effective May 13, 1998.

                                       *10.9    Form of Employment Security Agreement with seven executive officers
                                                (incorporated by reference to Exhibit 10.10 to the 1990 Form 10-K).

                                       10.10    Credit Agreement dated as of June 12, 1995 and amended and restated as of
                                                August 5, 1997 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 (incorporated by reference to Exhibit
                                                10.17 to the Company's Quarterly Report on Form 10-Q for the quarterly
                                                period ended June 30, 1997).

                                       10.11    Shareholder's Agreement and Irrevocable Proxy dated as of June 21, 1985.
                                                among American Tool Companies, Inc., Newell Co., Allen D. Petersen, Kenneth
                                                L. Cheloha, Robert W. Brady, William L. Kiburz, Flemming Andresen and Ane C.
                                                Patterson (incorporated by reference to Exhibit 10.15 to the Company's
                                                Annual Report on From 10-K for the year ended December 31, 1997 (the "1997
                                                Form 10-K")).

                                       *10.12   Newell Co. 1993 Stock Option Plan, effective February 9, 1993, as amended in
                                                November 1997 (incorporated by reference to Exhibit 10.16 to the 1997 Form
                                                10-K).

                                       10.13    Amended and Restated Trust Agreement, dated as of December 12, 1997 among
                                                Newell Co., as Depositor, The Chase Manhattan Bank, as Property Trustee,

     
<PAGE> 99

                                                Chase Manhattan Delaware, as Delaware Trustee, and the Administrative
                                                Trustees (incorporated by reference to Exhibit 4.2 to the Company's
                                                Registration Statement on Form S-3, File No. 333-47261, filed March 3, 1998
                                                (the "1998 Form  S-3")).

                                       10.14    Junior Convertible Subordinated Indenture for the 5.25% Convertible
                                                Subordinated Debentures, dated as of December 12, 1997, among Newell Co. and
                                                The Chase Manhattan Bank, as Indenture Trustee (Incorporated by reference to

                                                Exhibit 4.3 to the 1998 Form S-3).

                                       10.15    Registration Rights Agreement, dated December 12, 1997, between Newell
                                                Financial Trust I and Goldman, Sachs & Co., Morgan Stanley & Co.
                                                Incorporated, Robert W. Baird & Co. Incorporated, Bear, Sterns & Co. Inc.
                                                and Merrill Lynch & Co., as Initial Purchasers (incorporated by reference to

                                                Exhibit 10.1 to the 1998 Form S-3).

                                       10.16    Terms Agreement dated as of July 9, 1998 among Newell Co., Morgan Stanley
                                                Dean Witter, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase
                                                Securities Inc. and First Chicago Capital Markets, Inc. (incorporated by
                                                reference to Exhibit 1.1 to the Company's Current Report on Form 8-K dated
                                                July 9, 1998).

                                       10.17    Agreement and Plan of Merger dated as of October 20, 1998 among Newell Co.,
                                                Rooster Company and Rubbermaid Incorporated (incorporated by reference to
                                                Exhibit 2.1 to the Company's Current Report on Form 8-K dated October 20,
                                                1998).

     Item 11.         Exhibit          11       Statement of Computation of Earnings per Share of Common Stock.


     Item 12.         Exhibit          12       Statement of Computation of Earnings to Fixed Charges.

     Item 21.         Subsidiaries     21.1     Significant Subsidiaries of the Company.
                      of the
                      Registrant

     Item 23.         Consent of       23.1     Consent of Arthur Andersen LLP.
                      experts and
                      counsel

     Item 27.         Financial        27       Financial Data Schedule.
                      Data Schedule

     Item 99.         Additional       99       Safe Harbor Statement.
                      Exhibits

     * Management contract or compensatory plan or arrangement of the Company.

   </TABLE>

   




                                                       EXHIBIT 10.1




                                 THE NEWELL

                    LONG-TERM SAVINGS AND INVESTMENT PLAN



                     (As Amended and Restated Effective
                                May 1, 1993)


   
<PAGE>  101

                                 THE NEWELL

                    LONG-TERM SAVINGS AND INVESTMENT PLAN

               (As Amended and Restated Effective May 1, 1993)


             This Plan  was adopted by the Company effective January 1,
   1989, and has been amended and restated effective as of May 1, 1993,
   except where otherwise provided.  The Plan and the related Trust
   Agreement  will continue to permit Eligible Employees to defer the
   Federal income tax on certain portions of their wages as provided by
   the Internal Revenue Code and to furnish them with additional security
   in the form of retirement and disability benefits.  Except as may be
   required by ERISA or the Internal Revenue Code, the rights of any
   person whose status as an Employee has terminated shall be determined
   pursuant to the Plan as in effect on the date such employment status
   terminated, unless a subsequently adopted provision of the Plan is
   made specifically applicable to such person.


                                  ARTICLE I

                                 DEFINITIONS
                                 -----------

             Whenever used herein the following words and phrases shall
   have the meanings stated below unless a different meaning is plainly
   required by the context:

             1.1  "Account" means all or any one of the Savings
 Account,
   Matching Contributions Account, Transfer Account, Rogers Account,
   Sanford Account  Anchor Account, Intercraft Account and/or Levolor
   Account maintained by the Trustee for an individual Participant,
   Surviving Spouse or Beneficiary.

             1.2  "Actual Deferral Percentage" for a specified group of
   Eligible Employees for a given Plan Year means the average of the
   ratios, calculated separately for each Eligible Employee in such
   group, of:  (a) the aggregate of (i) the Earnings Deferral
   Contribution, if any, contributed by the Company on behalf of each
   such Eligible Employee for the Plan Year, and  (ii) the Supplemental
   Contribution, if any, made by an Employer on behalf of each such
   Eligible Employee for such Plan Year; to(b) the Eligible Employee's
   Earnings for such Plan Year.

             1.3  "Adjusted Balance" means the balance in a Participant's
   Savings Account, Matching Contributions Account, Transfer Account,
   Rogers Account, Sanford Account, Anchor Account, Intercraft Account or
   Levolor Account.

             1.4  "Affiliated Employer" means (a) any corporation that is
   a member of a controlled group of corporations (as defined in
   Section 414(b) of the Code) that includes the Company; (b) any trade
   or business (whether or not incorporated) that is under common control


   
<PAGE>  102

   (as defined in Section 414(c) of the Code) with the Company; (c) any
   member of an affiliated service group (as defined in Section 414(m) of
   the Code) that includes the Company; and (d) any member of the same
   group of associated organizations (as defined in Section 414(o) of the
   Code).  For purposes of applying the limitations of Section 415 of the
   Code referred to in Section 1.29, "Affiliated Employer" is determined
   in accordance with Sections 414(b) and (c) of the Code, as modified by
   Section 415(h) therein.

             1.5  "Anchor Account" means the record of money and assets
   held by the Trustee for an individual Participant, Surviving Spouse or
   Beneficiary pursuant to the provisions of the Plan, derived from the
   account balances of the accounts held under the Anchor Plan as of
   December 31, 1988.  The Anchor Account shall consist of sub-accounts
   corresponding to the various sub-accounts maintained under the Anchor
   Plan.

             1.6  "Anchor Plan" means the Anchor Hocking Corporation
   Savings and Investment Plan, as Amended and Restated Effective
   January 1, 1987.

             1.7  "Annual Additions" means the total of: (a) Employer
   contributions allocated to a Participant's accounts under this Plan
   and any Related Plan during any Limitation Year; (b) the amount of
   employee contributions made by the Participant under this Plan and any
   Related Plan; and (c) forfeitures allocated to a Participant's
   accounts under any Related Plan.

             1.8  "Beneficiary" means the person, persons, or entity
   designated or determined pursuant to the provisions of Section 7.2(b)
   of the Plan.

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

             1.10 "Break in Service" means the period of an Employee's
   absence from active employment commencing upon his Severance Date from
   the Company, and all Affiliated Employers, and ending (if at all) when
   he again performs an Hour of Service within the meaning of Section 
   1.23(a).

             1.11 "Code" means the Internal Revenue Code of 1986, as
   amended from time to time.  Reference to a section of the Code shall
   include that section and any comparable section or sections of any
   future legislation that amends, supplements or supersedes said
   section.

             1.12 "Committee" means the Retirement Committee described in
   Section 9.1.

             1.13 "Company" means Newell Operating Company, a Delaware
   corporation, or any successor corporation resulting from a merger or
   consolidation of the Company or transfer of substantially all of the
   assets of the Company, if such successor or transferee shall adopt and
   continue the Plan by appropriate corporate action pursuant to
   Section 12.3 of the Plan.


   
<PAGE>  103

             1.14 (a)  "Compensation" means a Participant's total
   earnings from the Company and all Affiliated Employers paid during a
   Plan Year for services rendered, including the regular rate portion of
   overtime pay, commissions and any lump sum payments received in lieu
   of an increase in such Participant's base pay (as agreed upon by the
   Company and any collective bargaining unit during the term of the
   applicable collective bargaining agreement), but excluding any
   bonuses, the premium rate portion of overtime pay, moving expenses,
   automobile expenses, stock options, contributions or benefits under
   this Plan or any other pension, profit sharing, insurance,
   hospitalization or other plan or policy maintained by any Employer for
   the benefit of such Participant, and all other extraordinary and
   unusual payments.  Notwithstanding the preceding provisions of this
   Section 1.14, for purposes of Section 1.29 and Section 6.7
   "Compensation" shall have the meaning set forth in Section 1.29, and
   for purposes of Article XIV "Compensation" shall have the meaning set
   forth in Section 14.2(a).  In no event shall the Compensation taken
   into account for an Employee under the Plan for any Plan Year exceed
   (a) $200,000 (or such greater amount provided pursuant to
   Section 401(a)(17) of the Code), in Plan Years commencing on and after
   January 1, 1989 and prior to January 1, 1994.

        (b)  In addition to other applicable limitations set forth in the
   Plan and notwithstanding any other provision of the Plan to the
   contrary, for Plan Years beginning on or after January 1, 1994, the
   annual Compensation of each Participant taken into account under the
   Plan shall not exceed the OBRA '93 annual Compensation limit.  The
   OBRA '93 annual Compensation limit is $150,000, as adjusted by the
   Commissioner for increases in the cost of living in accordance with
   Section 401(a)(17)(B) of the Code.  The cost-of-living adjustment in
   effect for a calendar year applies to any period, not exceeding 12
   months, over which Compensation is determined (determination period)
   beginning in such calendar year.  If a determination period consists
   of fewer than 12 months, the OBRA '93 annual Compensation limit will
   be multiplied by a fraction, the numerator of which is the number of
   months in the determination period, and the denominator of which is
   12.

        (c)  For Plan Years beginning on or after January 1, 1994, any
   reference in this Plan to the limitation under Section 401(a)(17) of
   the Code shall mean the OBRA '93 annual Compensation limit set forth
   in this provision.

        (d)  If Compensation for any prior determination period is taken
   into account in determining a Participant's benefits accruing in the
   current Plan Year, the Compensation for that prior determination
   period is subject to the OBRA '93 annual Compensation limit in effect
   for that prior determination period.  For this purpose, for
   determination periods beginning before the first day of the first Plan
   Year beginning on or after January 1, 1994, the OBRA '93 annual
   Compensation limit is $150,000.

             1.15 (a)  "Earnings" means a Participant's Compensation paid
   during a Plan Year, increased by (a) the amount subject to any Long-
   Term Savings Agreement entered into by the Participant for such Plan


   
<PAGE>  104

   Year, and (b) the amount contributed on behalf of the Participant to
   the Newell Flexible Benefits Account Plan.  In no event shall the
   Earnings taken into account for an Employee under the Plan for any
   Plan Year exceed (a) $200,000 (or such greater amount provided
   pursuant to Section 401(a)(17) of the Code), in Plan Years commencing
   on and after January 1, 1989 and prior to January 1, 1994.

        (b)  In addition to other applicable limitations set forth in the
   Plan and notwithstanding any other provision of the Plan to the
   contrary, for Plan Years beginning on or after January 1, 1994, the
   annual Earnings of each Participant taken into account under the Plan
   shall not exceed the OBRA '93 annual Compensation limit.  The OBRA '93
   annual Compensation limit is $150,000, as adjusted by the Commissioner
   for increases in the cost of living in accordance with Section
   401(a)(17)(B) of the Code.  The cost-of-living adjustment in effect
   for a calendar year applies to any period, not exceeding 12 months,
   over which Earnings are determined (determination period) beginning in
   such calendar year.  If a determination period consists of fewer than
   12 months, the OBRA '93 annual Compensation limit will be multiplied
   by a fraction, the numerator of which is the number of months in the
   determination period, and the denominator of which is 12.

        (c)  For Plan Years beginning on or after January 1, 1994, any
   reference in this Plan to the limitation under Section 401(a)(17) of
   the Code shall mean the OBRA '93 annual Compensation limit set forth
   in this provision.

        (d)  If Earnings for any prior determination period are taken
   into account in determining a Participant's benefits accruing in the
   current Plan Year, the Earnings for that prior determination period
   are subject to the OBRA '93 annual Compensation limit in effect for
   that prior determination period.  For this purpose, for determination
   periods beginning before the first day of the first Plan Year
   beginning on or after January 1, 1994, the OBRA '93 annual
   Compensation limit is $150,000.

             1.16 "Earnings Deferral Contributions" means amounts con-
   tributed by the Company at the direction of a Participant pursuant to
   the provisions of Section 3.1 of the Plan.

             1.17 "Eligibility Year of Service" means the twelve (12)
   month period, commencing with the date an Employee first performs an
   Hour of Service for the Company or an Affiliated Employer, during
   which he completes at least 1,000 Hours of Service, or if he does not
   complete 1,000 Hours of Service during such twelve (12) month period,
   then the first Plan Year ending thereafter in which he does complete
   1,000 Hours of Service.

             1.18 "Eligible Employee" means any Employee who has met the
   eligibility requirements contained in Section 2.1 or 2.2, excluding
   any person who is a leased employee pursuant to Section 1.19.

             1.19 "Employee" means an individual employed by an Employer
   on or after January 1, 1989 and who is in a covered classification of
   Employees, as listed on Appendix A hereto; provided that "Employee"


   
<PAGE>  105

   does not include any individual covered under the terms and conditions
   of a collective bargaining agreement to which any Employer is a party,
   unless such agreement provides for the participation of such
   individual.  A person who is not an employee of the Company and who
   performs services for an Employer pursuant to an agreement between an
   Employer and a leasing organization shall be considered a "leased
   employee" after such person has performed such services on a
   substantially full-time basis for at least twelve months and if the
   services are of a type historically performed by employees in the
   business field of such Employer.  A person who is considered a leased
   employee of an Employer shall not be considered an Employee for
   purposes of the Plan other than for purposes of determining the Hours
   of Service and Vesting Service a person earns that would be considered
   if and when he becomes an Employee other than by reason of being a
   leased employee.  Notwithstanding the preceding sentence, a leased
   employee's Hours of Service and Vesting Service shall not be
   considered if the requirements of Section 414(n)(5) of the Code are
   satisfied with respect to such person.

             1.20 "Employer" means the Company, any Affiliated Employer
   listed in Appendix A hereto or any Affiliated Employer that may
   hereafter adopt the Plan, pursuant to Section 13.15.

             1.21 "ERISA" means Public Law No. 93-406, the Employee
   Retirement Income Security Act of 1974, as from time to time amended.

             1.22 "Highly Compensated Eligible Employee" means an Eligi-
   ble Employee who during the Plan Year or preceding Plan Year:

             (a)  was at any time a five percent owner of the Company or
   an Affiliated Employer;

             (b)  received compensation from the Company or an Affiliated
   Employer in excess of $75,000 (or such greater amount provided by the
   Secretary of the Treasury pursuant to Section 414(q) of the Code);

             (c)  received compensation from the Company or an Affiliated
   Employer in excess of $50,000 (or such greater amount provided by the
   Secretary of the Treasury pursuant to Section 414(q) of the Code) and
   was in the top-paid group of employees for such Plan Year (as defined
   in Section 414(q)(4) of the Code); or

             (d)  was at any time an officer of the Company or an
   Affiliated Employer (as defined in Section 414(q)(5) of the Code) and
   received compensation from the Company or an Affiliated Employer
   greater than 50% of the amount in effect under Section 415(b)(1)(A) of
   the Code for such Plan Year.

             The provisions of Section 414(q) of the Code shall apply in
   determining whether an Eligible Employee is a Highly Compensated
   Eligible Employee.  The Company may elect, for any Plan Year, to
   identify Highly Compensated Eligible Employees based upon only the
   current Plan Year to the extent permitted by Section 414(q) of the
   Code and regulations issued thereunder.


   
<PAGE>  106

             1.23 "Hour of Service" means:

             (a)  each hour for which an Employee is paid or entitled to
   payment for the performance of duties for the Company or an Affiliated
   Employer on and after the date the Employee is first hired by the
   Company or an Affiliated Employer; and

             (b)  each hour for which an Employee is directly or
   indirectly paid by the Company or an Affiliated Employer or is
   entitled to payment from the Company or an Affiliated Employer during
   which no duties are performed by reason of vacation, holiday, illness,
   incapacity (including disability), layoff, jury duty, military duty or
   leave of absence (but not in excess of 501 hours in any continuous
   period during which no duties are performed), on and after the date
   the Employee is first hired by the Company or an Affiliated Employer.

             (c)  Each Hour of Service for which back pay, irrespective
   of mitigation of damages, is either awarded or agreed to by the
   Company or an Affiliated Employer shall be included under either
   subsection (a) or (b) above as may be appropriate.

             Hours of Service shall be credited:

                  (i)  in the case of Hours referred to in subsection (a)
        above, for the computation period in which the duties are
        performed;

                  (ii) in the case of Hours referred to in subsection (b)
        above and (d) below, for the computation period or periods in
        which the period during which no duties are performed occurs; and

                  (iii)     in the case of Hours of Service for which
        back pay is awarded or agreed to by the Company or an Affiliated
        Employer in subsection (c) above, for the computation period or
        periods to which the award or agreement pertains rather than to
        the computation period in which the award, agreement or payment
        is made.

             (d)  Solely for purposes of determining an Employee's
   eligibility to participate in the Plan under Sections 2.1 and 2.2,
   Hours of Service shall include an approved leave of absence granted by
   an Employer to the Employee on or after August 5, 1993 pursuant to the
   Family and Medical Leave Act, if the Employee returns to work for an
   Employer at the end of such leave of absence.

             In determining Hours of Service with respect to an Employee
   who is employed on other than an hourly-rated basis, such Employee
   shall be credited with ten (10) Hours of Service per day for each day,
   or forty-five (45) Hours of Service per week for each week, the
   Employee would, if hourly-rated, be credited with service pursuant to
   subsection (a) above.  If an Employee is paid for reasons other than
   the performance of duties pursuant to subsection (b) or (d) above: 
   (i) in the case of a payment made or due which is calculated on the
   basis of units of time, an Employee shall be credited with the number
   of regularly scheduled working hours included in the units of time on


   
<PAGE>  107

   the basis of which the payment is calculated; and (ii) an Employee
   without a regular work schedule shall be credited with eight (8) Hours
   of Service per day (to a maximum of forty (40) Hours of Service per
   week) for each day that the Employee is so paid.  Hours of Service
   shall be calculated in accordance with Department of Labor Regulations
   Section 2530.200b-2 or any future legislation or regulation that
   amends, supplements or supersedes said section.

             1.24 "Investment Fund" or "Fund" means any of the funds
   maintained by the Trustee and referred to in Article XI.

             1.25 "Limitation Year" means the twelve (12) consecutive
   month period to be used in determining the Plan's compliance with Code
   Section 415 and the regulations thereunder.

             1.26 "Long-Term Savings Agreement" means a written agreement
   entered into by a Participant pursuant to the provisions of Section
   3.1 of the Plan.

             1.27 "Matching Contributions" mean contributions made by an
   Employer pursuant to the provisions of Section 4.1 of the Plan.

             1.28 "Matching Contributions Account" means the record of
   money and assets held by the Trustee for an individual Participant,
   Surviving Spouse or Beneficiary pursuant to the provisions of the
   Plan, derived from Matching Contributions.

             1.29 "Maximum Permissible Amount" means the lesser of:  (a)
   25% of a Participant's Compensation; or (b) thirty thousand dollars
   ($30,000)(or, if greater, one-quarter (1/4) of the dollar limitation
   in effect pursuant to Section 415(b)(1)(A) of the Code).  For purposes
   of this Section 1.29 and Section 6.7 Compensation shall mean wages,
   salaries, fees for professional services and other amounts received
   for personal services actually rendered in the course of employment
   with the Company or an Affiliated Employer that is currently
   includable in gross income (including, but not limited to commissions
   paid salesmen, compensation for services on the basis of a percentage
   of profits, tips and bonuses); shall include all compensation actually
   paid or made available to a Participant for an entire Limitation Year
   (other than amounts subject to the Long-Term Savings Agreement of such
   Participant); and shall not include any other items or amounts paid to
   or for the benefit of a Participant.  

             1.30 "Newell Common Stock" means the common stock of Newell
   Co., a Delaware Corporation.

             1.31 "Normal Retirement Date" means the date a Participant
   attains age sixty-five (65).

             1.32 "Participant" means an Eligible Employee who becomes a
   Participant under the provisions of Section 2.3 of the Plan.  However,
   an Employee who has made a Rollover Contribution pursuant to Section
   5.1 of the Plan shall be deemed a Participant for purposes of the Plan
   to the extent that the provisions of the Plan apply to the Transfer
   Account of such Employee.


   
<PAGE>  108

             1.33 "Plan" means the NEWELL LONG-TERM SAVINGS AND
   INVESTMENT PLAN, as Amended and Restated Effective May 1, 1993.

             1.34 "Plan Year" means the eight-month period from January
   1, 1989 through August 31, 1989; the twelve month period from
   September 1, 1989 through August 31, 1990; the four-month period from
   September 1, 1990 through December 31, 1990; and, thereafter, the
   twelve-month period from January 1 through December 31 of each
   calendar year.

             1.35 "Related Plan" means any other defined contribution
   plan (as defined in Section 415 of the Code) maintained by the Company
   or by an Affiliated Employer.

             1.36 "Rogers Account" means the record of money and assets
   held by the Trustee for an individual Participant, Surviving Spouse or
   Beneficiary pursuant to the provisions of the Plan, derived from
   account balances of the accounts held under the Rogers Plan as of
   December 31, 1991.  The Rogers Account shall consist of sub-accounts
   corresponding to the various sub-accounts maintained under the Rogers
   Plan.

             1.37 "Rogers Plan" means the W.T. Rogers Company Profit
   Sharing and Savings Master Plan, the Defined Contribution Master Plan
   Adoption Agreement Profit Sharing Plan Formula with Code
   Section 401(k) Arrangement, and Amendments No. 1 and No. 2 thereto.

             1.38 "Rollover Contribution" means an amount received by the
   Trustee pursuant to the provisions of Section 5.1 of the Plan.  In no
   event shall Rollover Contribution include amounts directly transferred
   to the Plan from the Anchor Plan, the Rogers Plan or the Sanford Plan.

             1.39 "Sanford Account" means the record of money and assets
   by the Trustee for an individual Participant, Surviving Spouse or
   Beneficiary pursuant to the provisions of the Plan, derived from
   account balances of the accounts held under the Sanford Plan as of
   December 31, 1992.  The Sanford Account shall consist of sub-accounts
   corresponding to the various sub-accounts maintained under the Sanford
   Plan.

             1.40 "Sanford Plan" means the Sanford Corporation Incentive
   Savings Plan, as amended and restated effective December 1, 1987,
   including the amendment thereto dated August 1990 and the Second
   Amendment thereto dated November 21, 1991.

             1.41 "Savings Account" means the record of money and assets
   held by the Trustee for an individual Participant, Surviving Spouse or
   Beneficiary pursuant to the provisions of the Plan, derived from
   Earnings Deferral Contributions and Supplemental Employer
   Contributions.

             1.42 "Severance Date" means the earlier of:

             (a)  the date the employment of an employee terminates by
   reason of quitting, retirement, death or discharge; or


   
<PAGE>  109

             (b)  the first anniversary of the first date of an absence
   from the performance of duties as an Employee (with or without pay)
   for any other reason (such as vacation, holidays, sickness,
   disability, leave of absence or layoff).

             If any Employee who is absent from work because of (i) the
   Employee's pregnancy, (ii) the birth of the Employee's child, (iii)
   the placement of a child with the Employee in connection with the
   Employee's adoption of the child, or (iv) caring for such child
   immediately following such birth or placement, shall be absent for
   such reason beyond the first anniversary of the first date of absence,
   his Severance Date shall be the second anniversary of the first day of
   such absence, provided that the Employee furnishes to the Committee
   such timely information that the Committee may reasonably require to
   establish (A) that the absence from work is for one of the reasons
   specified in clauses (i) through (iv), and (B) the number of days for
   which there was such an absence.  Notwithstanding anything to the
   contrary contained herein, in no event shall an Employee who is absent
   from work because of one of the reasons set forth in clauses (i)
   through (iv) above receive Vesting Service for the period between the
   first and second anniversary of the first day of such absence.

             1.43 "Supplemental Employer Contribution" means a contribu-
   tion made by an Employer pursuant to the provisions of Section 3.4 of
   the Plan.

             1.44 "Surviving Spouse" means the person to whom a Partici-
   pant is married throughout the twelve (12) month period ending on the
   date of his death.

             1.45 "Transfer Account" means the record of money and assets
   held by the Trustee for an individual Participant, Surviving Spouse or
   Beneficiary pursuant to the provisions of the Plan, derived from a
   Rollover Contribution  described in Section 5.1.  In no event shall
   Transfer Accounts include amounts held in the Anchor Account, the
   Rogers Account, the Sanford Account, the Intercraft Account or the
   Levolor Account.

             1.46 "Trust" or "Trust Fund" means all money, securities and
   other property held under the Trust Agreement for the purposes of the
   Plan.

             1.47 "Trust Agreement" means the agreement between the
   Company and the Trustee governing the administration of the Trust, as
   it may be amended from time to time.

             1.48 "Trustee" means the corporation or individuals
   appointed by the Board to administer the Trust.

             1.49 "Valuation Date" means the date of any valuation of the
   Trust Fund and underlying Accounts performed by the recordkeeper on
   behalf of the Trustee for the Plan, provided that such valuation be
   performed at least annually.


   
<PAGE>  110

             1.50 "Vesting Service" means the aggregate of:

             (a)  all service of an Employee with the Company or an
   Affiliated Employer, counted from the date the Employee is first hired
   by the Company or an Affiliated Employer, to his last Severance Date;

             (b)   for an Employee who was a participant in the Anchor
   Plan, all service, if any, of an Employee with Anchor Hocking
   Corporation, or any entity that would satisfy the definition of
   Affiliated Employer if Anchor Hocking Corporation were the Company,
   counted from the date on which such Employee first commenced
   employment and ending on December 31, 1988; 

             (c)  for an Employee who was a participant in the Rogers
   Plan, all service, if any, of an Employee with W.T. Rogers Company, or
   any entity that would satisfy the definition of Affiliated Employer if
   W.T. Rogers Company were the Company, counted from the date on which
   such Employee first commenced employment and ending on December 31,
   1991; and

             (d)  for an Employee who was a participant in the Sanford
   Plan, all service, if any, of an Employee with Sanford Corporation, or
   any entity that would satisfy the definition of Affiliated Employer if
   Sanford Corporation were the Company, counted from the date on which
   such Employee first commenced employment and ending on December 31,
   1992; subject, HOWEVER, to the following special rules:

             (i)  Breaks in Service will be excluded in determining
        Vesting Service, except that a Break in Service incurred when an
        Employee quits, retires, or is discharged will not be excluded if
        the Employee returns to the performance of duties as an Employee
        with the Company or an Affiliated Employer prior to the first
        anniversary of his absence from the performance of duties;
        provided that if such Break in Service commenced while the
        Employee was absent from the performance of duties for one of the
        reasons described in paragraph (b) of the definition of "Sever-
        ance Date," the Break in Service will not be excluded only if it
        is incurred, and the Employee returns to the performance of
        duties as an Employee with the Company or an Affiliated Employer,
        prior to the first anniversary of his absence from the
        performance of duties.

             (ii) If a Participant's employment under the Anchor Plan
        terminated prior to January 1, 1989 and recommences with the
        Company or an Affiliated Employer on or after January 1, 1989,
        the consequences of his absence from employment shall be
        determined under the rules regarding Break in Service contained
        in the Plan and not under the terms of the Anchor Plan.

             (iii)     If a Participant's employment under the Rogers
        Plan terminated prior to January 1, 1992 and recommences with the
        Company or an Affiliated Employer on or after January 1, 1992,
        the consequences of his absence from employment shall be
        determined under the rules regarding Break in Service contained
        in the Plan and not under the terms of the Rogers Plan.


   
<PAGE>  111

             (iv) If a Participant's employment under the Sanford Plan
        terminated prior to January 1, 1993 and recommences with the
        Company or an Affiliated Employer on or after January 1, 1993,
        the consequences of his absence from employment shall be
        determined under the rules regarding Break in Service contained
        in the Plan and not under the terms of the Sanford Plan.

             (v)  If a Participant's employment under an Intercraft
        Plan terminated prior to January 1, 1994 and recommences
        with the Company or an Affiliated Employer on or after
        January 1, 1994, the consequences of his absence from
        employment shall be determined under the rules regarding
        Break in Service contained in the Plan and not under the
        terms of the Intercraft Plan.

             (vi) If a Participant's employment under the Levolor
        Plan terminated prior to October 1, 1994 and recommences
        with the Company or an Affiliated Employer on or after
        October 1, 1994, the consequences of his absence from
        employment shall be determined under the rules regarding
        Break in Service contained in the Plan and not under the
        terms of the Levolor Plan.

             (vii)     Notwithstanding anything to the contrary contained
        in the Plan, Vesting Service shall include, to the extent
        required by law, a period of time during which an Employee is
        absent from the Company and all Affiliated Employers to serve in
        the armed forces of the United States, for as long as his
        reemployment rights are guaranteed by law, if he returns or
        offers to return to work for the Company or an Affiliated
        Employer prior to the expiration of such reemployment rights.

             (viii)    Notwithstanding anything to the contrary in the
        Plan, Vesting Service shall include any period of time during
        which an Employee is on an approved leave of absence granted by
        an Employer to the Employee on or after August 5, 1993 pursuant
        to the Family and Medical Leave Act, if the Employee returns to
        work for an Employer at the end of such leave of absence.

             (e)  for an Employee who was a participant in an Intercraft
   Plan, all service, if any, of an Employee with Intercraft Corporation,
   or any entity that would satisfy the definition of Affiliated Employer
   if Intercraft Corporation were the Company, counted from the date on
   which the Employee first commenced employment and ending on December
   31, 1993.

             (f)  for an Employee who was a participant in the Levolor
   Plan, all service, if any, of an Employee with Levolor Corporation, or
   any entity that would satisfy the definition of Affiliated Employer if
   Levolor Corporation were the Company, counted from the date on which
   the Employee first commenced employment and ending on September 30,
   1994.

             1.51 "Wage Payment Date" means a date on which an Employee
   receives Compensation from an Employer.


   
<PAGE>  112

             1.52 "Wage Payment Period" means the period of time ending
   on a Wage Payment Date for which a Participant is paid Compensation.

             1.53 "Intercraft Account" means the record of money and
   assets held by the Trustee for an individual Participant, Surviving
   Spouse or Beneficiary pursuant to the provisions of the Plan, derived
   from account balances of the accounts held under the Intercraft Profit
   Sharing Plan and the Intercraft Retirement Program as of December 31,
   1993.  The Intercraft Account shall consist of sub-accounts
   corresponding to the various sub-accounts maintained under the
   Intercraft Profit Sharing Plan and the Intercraft Retirement Program.

             1.54 "Intercraft Plan" means the Intercraft Company
   Employees' Profit Sharing and Variable Investment Plan, as Amended and
   Restated Effective January 1, 1989, including amendments thereto (the
   "Intercraft Profit Sharing Plan"),  and/or the Intercraft Industries
   Retirement Program, as Amended and Restated Effective September 1,
   1990, including amendments thereto (the "Intercraft Retirement
   Program").

             1.55 "Levolor Account" means the record of money and assets
   held by the Trustee for an individual Participant, Surviving Spouse or
   Beneficiary pursuant to the provisions of the Plan, derived from
   account balances of the accounts held under the Levolor Plan as of
   September 30, 1994.  The Levolor Account shall consist of sub-accounts
   corresponding to the various sub-accounts maintained under the Levolor
   Plan.

             1.56 "Levolor Plan" means the Levolor Profit Sharing and
   401(k) Plan, as Amended and Restated Effective September 1, 1990,
   including amendments thereto.


                                 ARTICLE II

                                PARTICIPATION
                                -------------

             2.1  ELIGIBILITY  REQUIREMENTS.  (a)  Any Employee who was
   an Eligible Employee  under the terms of the Plan in effect on
   April 30, 1993 shall remain an Eligible Employee.

             (b)  Every other Employee shall become an Eligible Employee
   as of the first day of his first Wage Payment Period of the month
   following his completion of an Eligibility Year of Service.

             (c)  Notwithstanding (b) above, effective as of April 1,
   1993, each Employee who is regularly and permanently scheduled to
   complete 30 or more hours of work per week for an Employer shall
   become an Eligible Employee for purposes of electing Earnings Deferral
   Contributions pursuant to Section 3.1 of the Plan as of the first day
   of his first Wage Payment Period of the month following his date of
   hire.


   
<PAGE>  113

             (d)  Notwithstanding the above, (i) each Employee who was
   employed by Intercraft Corporation on December 31, 1993 shall become
   an Eligible Employee on January 1, 1994; and (ii) each Employee who
   was employed at the Levolor division of the Company on September 30,
   1994 shall become an Eligible Employee on October 1, 1994.

             2.2  REEMPLOYMENT OF AN ELIGIBLE EMPLOYEE.  If an Eligible
   Employee shall incur a Break in Service and shall thereafter be
   reemployed by an Employer, he shall again become an Eligible Employee
   as of his first Wage Payment Period of the month following the date of
   his resumption of employment.

             2.3  ELECTION TO PARTICIPATE.  (a) An Eligible Employee may
   become a Participant by executing and filing with the Committee  a
   Long-Term Savings Agreement, an investment election form and such
   other forms as may be required by the Committee, which will be
   provided by the Committee.

             (b)  Each Eligible Employee shall become a Participant for
   his first Wage Payment Period of any month designated by him if (i)
   such Period begins on or after the date on which he becomes an
   Eligible Employee, and (ii) such Eligible Employee executes and files
   with the Committee a Long-Term Savings Agreement, an investment
   election form in accordance with Section 11.3 of the Plan and any
   other forms required by the Committee within a reasonable time, as
   prescribed by the Committee, prior to the beginning of such Period. 
   No application to participate will be effective until all required
   documents have been completed by the Eligible Employee and delivered
   to the Committee.


                                 ARTICLE III

                        SALARY DEFERRAL CONTRIBUTIONS
                        -----------------------------

             3.1  EARNINGS DEFERRAL CONTRIBUTIONS.  (a)  Each Participant
   shall elect, by entering into a Long-Term Savings Agreement with his
   Employer, to reduce his Earnings from his Employer by a percentage
   between one percent (1%) and fifteen percent (15%) (in increments of
   one percent (1%), as elected by the Participant).  Reductions to a
   Participant's Earnings pursuant to his Long-Term Savings Agreement
   shall be effected through payroll deductions, commencing with the Wage
   Payment Date corresponding to the Wage Payment Period with respect to
   which he becomes a Participant pursuant to Section 2.3(b), in accord-
   ance with procedures established by the Committee.  Long-Term Savings
   Agreements shall be subject to the special rules set forth in this
   Article III.

             (b)  Amounts subject to Long-Term Savings Agreements effec-
   tive for a given Plan Year shall be reduced proportionately to the
   extent that the aggregate of Earnings Deferral Contributions under
   this Article III and Matching Contributions under Article IV exceed
   the maximum deduction allowable for such Plan Year under Section 404
   of the Code.  All amounts so reduced, adjusted for earnings, gains and


   
<PAGE>  114

   losses allocable thereto, shall be returned to the Employers and
   immediately thereafter paid by the Employers directly to the
   applicable Participants.

             (c)  Notwithstanding any provision of the Plan to the
   contrary, the elective deferrals (as defined in Section 402(g)(3) of
   the Code) of any Participant for any taxable year of the Participant
   shall not exceed the amount set forth in Section 402(g) of the Code,
   as adjusted by the Secretary of the Treasury pursuant to
   Section 402(g)(5) and 415(d) of the Code.  Any amount contributed to
   the Plan on behalf of a Participant during any Plan Year, pursuant to
   the Participant's Long-Term Savings Agreement, in excess of the
   limitation set forth in this paragraph, adjusted for earnings, gains
   and losses allocable thereto, shall be returned to such Participant
   within the time period set forth in Section 402(g)(2) of the Code.

             (d)  Each Employer shall contribute to the Trust for each
   Wage Payment Period  an Earnings Deferral Contribution in an amount
   equal to the amounts designated by Participants pursuant to Long-Term
   Savings Agreements and deducted from Earnings during such Wage Payment
   Period and not reduced pursuant to paragraphs (b) or (c) of this
   Section 3.1.

             3.2  ADMINISTRATIVE RULES GOVERNING LONG-TERM SAVINGS
   AGREEMENTS.  (a)  A Participant may change the percentage by which his
   Earnings have been reduced pursuant to a Long-Term Savings Agreement,
   within the percentage limits set forth in Section 3.1(a) of the Plan,
   effective as of his first Wage Payment Period designated by him if
   such Participant executes and delivers an amendment to such Long-Term
   Savings Agreement designating such change, and any other forms
   required by the Committee, within a reasonable time, as prescribed by
   the Committee, prior to the beginning of such Period.

             (b)  Earnings Deferral Contributions shall be held unin-
   vested by the Employers and shall be remitted to the Trustee as of the
   earliest date on which such Contributions can reasonably be segregated
   from the Employers' general assets, but no later than ninety (90) days
   after each Wage Payment Date.  In any event, each Employer shall pay
   to the Trustee its Earnings Deferral Contribution with respect to a
   particular Plan Year within the period of time prescribed by law for
   filing the Employer's Federal income tax return for such Plan Year,
   including extensions duly granted.

             3.3  SUSPENSION OF LONG-TERM SAVINGS AGREEMENTS.  (a)  A
   Participant may voluntarily suspend a Long-Term Savings Agreement for
   an indefinite period of time; provided, however, that no period of
   suspension shall be shorter in duration than  one month.  Such
   suspension shall be effective as of the beginning of the Participant's
   Wage Payment Period designated by him if a notice of suspension, on
   such forms as shall be required by the Committee, is received by the
   Committee within a reasonable time, as prescribed by the Committee,
   prior to the beginning of such Period.  If such notice is not received
   by the Committee within such reasonable time prior to the beginning of
   such Period, such suspension shall be effective as of the beginning of
   the Participant's next succeeding Wage Payment Period.  A Participant


   
<PAGE>  115

   will not be permitted to make up amounts subject to a Long-Term
   Savings Agreement for any period of suspension.  A Participant who
   makes an election to suspend a Long-Term Savings Agreement pursuant to
   this Section 3.3 may reinstate such Agreement effective as of his
   first Wage Payment Period of any month following the period of
   suspension if such Participant again executes and files with the
   Committee a Long-Term Savings Agreement, and any other forms required
   by the Committee, within a reasonable time, as prescribed by the
   Committee, prior to the beginning of such Wage Payment Period.

             (b)  The Committee, at its election, may amend, suspend or
   revoke a Long-Term Savings Agreement with a Participant at any time if
   the Committee determines that such amendment or revocation is
   necessary to ensure that the Annual Additions to the Accounts of a
   Participant do not exceed the Maximum Permissible Amount for such
   Participant for that Year or to ensure that the requirements of
   Section 3.5 are met for such Year.

             3.4  SUPPLEMENTAL EMPLOYER CONTRIBUTIONS.  Each Employer
   shall contribute to the Trust with respect to any Plan Year a
   Supplemental Employer Contribution in such amount as the Board, in its
   discretion, may determine by resolution adopted within thirty (30)
   days after the end of such Plan Year.  A Supplemental Employer
   Contribution may be made to the Trust only if, and to the extent that,
   such Contribution is necessary to satisfy one of the tests contained
   in Section 3.5(b) of the Plan.  The Supplemental Employer Contribution
   for any Plan Year shall be allocated to Participants' Savings Accounts
   pursuant to the provisions of Section 6.6 of the Plan.  Upon
   allocation to the Savings Accounts of Participants, the Supplemental
   Employer Contribution shall be considered for all purposes of the Plan
   as Earnings Deferral Contributions and be subject to all of the
   provisions of the Plan regarding Earnings Deferral Contributions;
   provided that no Matching Contribution shall be made with respect to a
   Supplemental Employer Contribution.  Within thirty (30) days after the
   end of each Plan Year, the Company shall pay to the Trustee the
   Supplemental Employer Contribution collected from each Employer with
   respect to such Plan Year.

             3.5  LIMITATIONS ON EARNINGS DEFERRAL CONTRIBUTIONS. 
   (a) Notwithstanding anything to the contrary contained elsewhere in
   the Plan or contained in any Long-Term Savings Agreement, all Long-
   Term Savings Agreements entered into with respect to any Plan Year
   shall be valid only if one of the tests set forth in paragraph (b)
   next below is satisfied for such Plan Year.  In determining whether
   such tests are satisfied, all Earnings Deferral Contributions and
   Supplemental Employer Contributions made with respect to such Plan
   Year shall be considered.

             (b)  For each Plan Year the Actual Deferral Percentage for
   Highly Compensated Eligible Employees shall bear to the Actual
   Deferral Percentage for all other Eligible Employees a relationship
   that satisfies either of the following tests:


   
<PAGE>  116

             (i)  The Actual Deferral Percentage for Highly Compensated
        Eligible Employees is not more than the Actual Deferral
        Percentage of all other Eligible Employees multiplied by 1.25; or

             (ii) The Actual Deferral Percentage for Highly Compensated
        Eligible Employees is not more than the Actual Deferral
        Percentage for all other Eligible Employees multiplied by two and
        the excess of the Actual Deferral Percentage for the group of
        Highly Compensated Eligible Employees over that of all other Eli-
        gible Employees is not more than two percentage points.

             (c)  If at the end of any Plan Year neither of the tests set
   forth in paragraph (b) next above is satisfied for such Year, then:

             (i)  Long-Term Savings Agreements entered into for such Year
        by Highly Compensated Eligible Employees shall be valid only to
        the extent permitted by one of the tests set forth in paragraph
        (b) next above, and Earnings Deferral Contributions made for such
        Year on behalf of Highly Compensated Eligible Employees shall be
        reduced to the extent necessary to comply with one of the tests
        set forth in paragraph (b) next above.  All Earnings Deferral
        Contributions so reduced, adjusted for earnings, gains and losses
        allocable thereto, shall be allocated and distributed in the
        manner provided in Section 3.6.

             (ii) Reductions pursuant to (i) next above shall be effected
        with respect to Highly Compensated Eligible Employees pursuant to
        the following procedure:  The Actual Deferral Percentage of the
        Highly Compensated Eligible Employee with the highest Actual
        Deferral Percentage shall be reduced to the extent necessary to
        cause such Highly Compensated Eligible Employee's Actual Deferral
        Percentage to equal the Actual Deferral Percentage of the Highly
        Compensated Eligible Employee with the next highest Actual
        Deferral Percentage.  This process shall be repeated until the
        Plan satisfies one of the tests set forth in paragraph (b) for
        such Plan Year.

             (iii)     Long-Term Savings Agreements entered into by all
        Participants who are not Highly Compensated Eligible Employees
        shall be valid and Earnings Deferral Contributions made on behalf
        of such Participants shall not be changed.

   The calculations, reductions and allocations required by this Section
   3.5(c) and Section 3.6 shall be made by the Committee with respect to
   a Plan Year at any time prior to the close of the following Plan Year.

             (d)  If at any time during a Plan Year the Committee, in its
   sole discretion, determines that neither of the tests set forth in
   paragraph (b) of this Section 3.5 may be met for such Plan Year, then:

             (i)  The Committee shall have the unilateral right during
        the Plan Year to require the prospective reduction, for the
        balance of such Plan Year or any part thereof, of the percentage
        of the Earnings of Highly Compensated Eligible Employees that may
        be subject to Long-Term Savings Agreements.  Such reductions


   
<PAGE>  117

        shall be made to the extent necessary, in the discretion of the
        Committee, to assure that one of the tests set forth in paragraph
        (b) of this Section 3.5 shall be met for the Plan Year and shall
        be based upon estimates made from data available to the Committee
        at any time during the Plan Year.

             (ii) Reductions pursuant to subsection (i) next above shall
        be effected with respect to Highly Compensated Eligible Employees
        pursuant to the following procedure:  the Actual Deferral
        Percentage of the Highly Compensated Eligible Employee with the
        highest Actual Deferral Percentage shall be reduced to the extent
        necessary to cause such Highly Compensated Eligible Employee's
        Actual Deferral Percentage to equal the Actual Deferral
        Percentage of the Highly Compensated Eligible Employee with the
        next highest Actual Deferral Percentage.  This process shall be
        repeated to the extent necessary to assure that one of the tests
        set forth in paragraph (b) shall not be exceeded for such Plan
        Year.

             3.6  RETURN OF CERTAIN EARNINGS DEFERRAL CONTRIBUTIONS. 
   (a) If an Earnings Deferral Contribution made on behalf of a
   Participant who is a Highly Compensated Eligible Employee is reduced
   for a Plan Year pursuant to Section 3.5(c), the amount so reduced,
   adjusted for earnings, gains and losses allocable thereto for the Plan
   Year , pursuant to Section 401(k)(8) of the Code, shall be returned to
   the Participant's Employer and as soon as practicable thereafter paid
   by the Employer directly to such Participant.

             (b)  Notwithstanding anything to the contrary contained
   elsewhere in the Plan, if a Participant's Earnings Deferral
   Contributions are returned pursuant to paragraph (a) above, any
   Matching Contributions attributable thereto shall be forfeited and
   shall be used as described in Section 6.10.


                                 ARTICLE IV

                           MATCHING CONTRIBUTIONS
                           ----------------------

             4.1  MATCHING CONTRIBUTIONS.  (a)  As of each Wage Payment
   Date, each Employer shall contribute to the Trust for each Participant
   who satisfies Section 2.1(a) or (b) of the Plan and who is an Employee
   of such Employer a Matching Contribution in an amount equal to fifty
   percent (50%) of the amount deducted from his Earnings through a
   payroll deduction as of such Wage Payment Date pursuant to a Long-Term
   Savings Agreement; provided, however, that in no event shall the
   Matching Contribution for a Participant on any Wage Payment Date
   exceed three percent (3%) of such Participant's Earnings for the Wage
   Payment Period corresponding to such Wage Payment Date.

             (b)  Matching Contributions shall be held uninvested by the
   Employers and shall be remitted to the Trustee on the earliest date on
   which such Contributions can reasonably be segregated from the


   
<PAGE>  118

   Employers' general assets, but no later than ninety (90) days
   following each Wage Payment Date.

             (c)  Matching Contributions made with respect to a Plan Year
   or any part thereof pursuant to this Section 4.1 shall in no event be
   made later than the time prescribed by law for filing the income tax
   return of the Company for the fiscal year of the Company that
   corresponds to such Plan Year, including extensions duly granted.

             4.2  SPECIAL RULES APPLICABLE TO MATCHING CONTRIBUTIONS . 
   (a) Notwithstanding any provision of the Plan to the contrary, for
   each Plan Year the Contribution Percentage for Highly Compensated
   Eligible Employees shall not exceed the greater of:

             (i)  The Contribution Percentage for all other Eligible
        Employees multiplied by 1.25; or

             (ii) The lesser of the Contribution Percentage for all other
        Eligible Employees multiplied by two or the Contribution
        Percentage for all other Eligible Employees plus two percentage
        points.

             (b)  For purposes of this Section, the term "Contribution
   Percentage" for a specified group of Eligible Employees for a given
   Plan Year means the average of the ratios, calculated separately for
   each Eligible Employee in such group, of (i) the aggregate of (A) the
   Matching Contributions, if any, made on behalf of each such Eligible
   Employee for such Plan Year, and (B) in the discretion of the
   Committee and pursuant to applicable Treasury regulations, the
   Earnings Deferral Contribution, if any, contributed on behalf of each
   such Eligible Employee for such Plan Year, and (ii) the Eligible
   Employee's Earnings for such Plan Year.

             (c)  If, at the end of any Plan Year, neither of the tests
   set forth in paragraph (a) above is satisfied for such Plan Year, then
   the Matching Contributions made for such Plan Year on behalf of Highly
   Compensated Eligible Employees shall be reduced in the manner set
   forth in the next sentence to the extent necessary to comply with one
   of the tests set forth in paragraph (a).  Reductions pursuant to the
   preceding sentence shall be effected with respect to Highly
   Compensated Eligible Employees pursuant to the following procedure: 
   the Contribution Percentage of the Highly Compensated Eligible
   Employee with the Highest Contribution Percentage shall be reduced to
   the extent necessary to cause such Highly Compensated Eligible
   Employee's Contribution Percentage to equal the Contribution
   Percentage of the Highly Compensated Eligible Employee with the next
   highest Contribution Percentage.  This process shall be repeated until
   the Plan satisfies one of the tests set forth in paragraph (a) for
   such Plan Year.

             (d)  Matching Contributions made on behalf of Participants
   who are not Highly Compensated Eligible Employees shall be valid and
   shall not be changed.


   
<PAGE>  119

             (e)  Matching Contributions that are reduced pursuant to the
   preceding provisions of this Section for a Plan Year, adjusted for
   earnings, gains and losses allocable thereto for such Plan Year ,
   pursuant to Section 401(m) of the Code, shall be returned to the
   Employers and as soon as practicable thereafter paid by the Employers
   directly to the applicable Participant.

             (f)  The calculations, reductions and payments required by
   this Article shall be made by the Committee  with respect to a Plan
   Year at any time prior to the close of the following Plan Year.

             (g)  If a "Multiple Use of the Alternative Limitation," as
   defined below,  occurs in a Plan Year, then, notwithstanding any other
   provisions of Section 3.5 or of this Section 4.2, the test in
   paragraph (a)(ii) of this Section shall not be used to satisfy the
   requirements of this Section for Matching Contributions in the same
   Plan Year that the test contained in Section 3.5(b)(ii) is used to
   satisfy the requirements of Section 3.5 with respect to Earnings
   Deferral Contributions.  If the preceding sentence shall be applicable
   for a Plan Year, then the Committee shall determine whether to use the
   test in paragraph (a)(ii) of this Section to satisfy the requirements
   of this Section 4.2, or to use the test in paragraph (b)(ii) of
   Section 3.5 to satisfy the requirements of Section 3.5, for such Plan
   Year.

             A Multiple Use of the Alternative Limitation shall occur in
   a Plan Year if both of the following conditions are satisfied in the
   Plan Year:

             (i)  At least one Highly Compensated Eligible Employee
        employed by the Company or an Affiliated Employer is eligible to
        participate both in a cash or deferred  arrangement subject to
        Section 401(k) of the Code and in a plan subject to Section
        401(m) of the Code; and

             (ii) The sum of the Actual Deferral Percentage of the entire
        group of Highly Compensated Eligible Employees under such
        arrangement subject to Section 401(k) and the Contribution
        Percentage of the entire group of Highly Compensated Eligible
        Employees under such plan subject to Section 401(m) for such Plan
        Year exceeds the greater of:

             (A)  the sum of:

                  (I)  125% of the greater of (a) the Actual
             Deferral Percentage of the Group of Eligible
             Employees who are not Highly Compensated Eligible
             Employees for such Plan Year, or (b) the
             Contribution Percentage of the group of Eligible
             Employees who are not Highly Compensated Eligible
             Employees for such Plan Year, and

                  (II) Two plus the lesser of (A)(I)(a) or
             (I)(b) above.  In no event, however, shall this


   
<PAGE>  120

             amount exceed 200% of the lesser of  (A)(I)(a) or
             (A)(I)(b) above; or

             (B)  the sum of:

                  (I)  125% of the lesser of (a) the Actual
             Deferral Percentage of the group of Eligible
             Employees who are not Highly Compensated Eligible
             Employees for such Plan Year, or (b) the
             Contribution Percentage of the group of Eligible
             Employees who are not Highly Compensated Eligible
             Employees for such Plan Year, and

                  (II) Two plus the greater of (B)(I)(a) or
             (B)(I)(b) above.  In no event, however, shall this
             amount exceed 200% of the greater of (B)(I)(a) or
             (B)(I)(b) above.

             (iii)     The Actual Deferral Percentage of the entire group
        of Highly Compensated Eligible Employees exceeds the amount
        described in Section 3.5(b)(i); and

             (iv) The Contribution Percentage of the entire group of
        Highly Compensated Eligible Employees exceeds the amount
        described in Section 4.2(a)(i).


                                  ARTICLE V

                  ROLLOVERS AND TRANSFERS FROM OTHER PLANS
                  ----------------------------------------

             5.1  ROLLOVERS AND TRANSFERS FROM OTHER PLANS.  (a)  An Em-
   ployee who has received a distribution of his interest in a qualified
   plan of the Company or an Affiliated Employer or a former employer
   under circumstances meeting the requirements of Section  402(c)(4) of
   the Code relating to distributions from qualified plans may elect to
   deposit all or any portion (as designated by such Employee in writing
   to the Committee) of the amount of such distribution as a Rollover
   Contribution to this Plan.  A Rollover Contribution may be made only
   within sixty (60) days following the date such Employee receives the
   distribution from the plan of the Company or an Affiliated Employer or
   his former employer (or within such additional period as may be
   provided under Section 408 of the Code if the Employee shall have made
   a timely deposit of the distribution in an individual retirement
   account).

             (b)  The Trustee may also receive a Rollover Contribution
   directly from the trustee under a plan of the Company or an Affiliated
   Employer or former employer of all or any portion (as designated by
   such Employee in writing to the Committee) of the amount that would
   otherwise be distributable to the Employee from such plan; provided
   that no such Rollover Contribution shall be received directly from a
   plan if such plan is a defined benefit plan or a defined contribution
   plan that provides for a life annuity form of payment except to the


   
<PAGE>  121

   extent that such Rollover Contribution is made pursuant to Section
   401(a)(31) of the Code.  In the event that a Participant has a loan
   outstanding under a plan of the Company or an Affiliated Employer at
   the time the Trustee receives a direct transfer of such Participant's
   accounts from the trustee under the plan, such loan, at the discretion
   of the Committee, shall be transferred to and assumed by the Trustee
   and shall thereafter be treated as a loan made pursuant to
   Article VIII of this Plan.

             (c)  The Committee shall establish rules and procedures to
   implement this Section 5.1, including, without limitation, such
   procedures as may be appropriate to permit the Committee to verify the
   tax qualified status of the plan of the former employer or the Company
   or an Affiliated Employer and compliance with any applicable pro-
   visions of the Code relating to Rollover Contributions.  Rollover
   Contributions may be received in cash or in Newell Common Stock.  No
   Rollover Contribution shall be accepted until the Employee has
   completed an investment election form in accordance with Section 11.3
   of the Plan and delivered such form to the Committee.  The amount
   contributed or transferred to the Trustee pursuant to this Section
   shall be placed in the Employee's Transfer Account for the benefit of
   the Employee.  Each Transfer Account shall share in the earnings,
   gains and losses of the Trust Fund as set forth in Section 6.9 of the
   Plan and shall be distributed at the same times and in the manner set
   forth in Article VII below.

                                 ARTICLE VI

                    ALLOCATIONS TO PARTICIPANTS' ACCOUNTS
                   ------------------------------------- 

             6.1  SEPARATE ACCOUNTS.  The Committee shall create and
   maintain a separate Savings Account, Matching Contributions Account,
   Transfer Account, Rogers Account, Sanford Account, Anchor Account,
   Intercraft Account and Levolor Account for each Participant, as shall
   be needed.  Participants' Accounts (and, where applicable, their  sub-
   accounts) are primarily for accounting purposes and do not require a
   segregation of the Trust Fund.  The Committee may delegate the
   responsibility for the maintenance of the Accounts to the Trustee or
   any agent or agents.

             6.2  SUSPENSE ACCOUNT.  The Committee shall maintain a Sus-
   pense Account, if necessary, pursuant to the provisions of
   Section 6.7.  The investment of the balance in the Suspense Account
   shall be within the sole discretion of the Committee.

             6.3  ALLOCATION OF MATCHING CONTRIBUTIONS.  As of each Wage
   Payment Date , there shall be allocated to the Matching Contribution
   Account of each Participant the Matching Contribution made on behalf
   of such Participant pursuant to Section 4.1(a) for the Wage Payment
   Period corresponding to such Date.  Subject to Section 3.5(c), an
   allocation pursuant to this Section shall be made only to the Matching
   Contributions Account of a Participant whose Earnings were reduced
   through payroll deductions pursuant to a Long-Term Savings Agreement
   during the Wage Payment Period corresponding to such Date .


   
<PAGE>  122

             6.4  ALLOCATION OF EARNINGS DEFERRAL CONTRIBUTIONS.  As of
   each Wage Payment Date , there shall be allocated to the Savings
   Account of each Participant an Earnings Deferral Contribution equal to
   (a) the amount by which the Participant's Earnings were reduced by
   payroll deductions during the Wage Payment Period corresponding to
   such Wage Payment Date , pursuant to such Participant's Long-Term
   Savings Agreement, reduced by (b) any applicable amounts pursuant to
   the provisions of Sections 3.1(b), 3.1(c) and 3.5(c).

             6.5  ALLOCATION OF ROLLOVER CONTRIBUTIONS.   Rollover
   Contributions made by or for an Employee shall be allocated to his
   Transfer Account as soon as practicable following receipt of such
   Contributions by the Trustee and the deposit of such funds into the
   Trust Fund.

             6.6  ALLOCATION OF SUPPLEMENTAL EMPLOYER CONTRIBUTIONS.  In
   the event that a Supplemental Employer Contribution is made with
   respect to any Plan Year, such Contribution shall be allocated to the
   Savings Accounts of all Participants who are not Highly Compensated
   Eligible Employees.  Such allocation shall be in the proportion to the
   ratio that each such Participant's Earnings bears to the total
   Earnings of all such Participants.  Supplemental Employer
   Contributions made for a Plan Year shall be allocated to Participants'
   Savings Accounts as of the last day of such Plan Year.

             6.7  MAXIMUM ALLOCATION.

             (a)  Except as provided in paragraph (b) below, the
   allocations to the Account of any Participant in any Limitation Year
   shall be limited so that the Participant's Annual Additions for such
   Year do not exceed the Maximum Permissible Amount.

             (b)  If the foregoing limitation on allocations would be ex-
   ceeded in any Limitation Year for any Participant as a result of
   (i) the allocation of forfeitures; (ii) reasonable error in estimating
   a Participant's Compensation (as defined in Section 1.29);
   (iii) reasonable error in determining the amount of elective deferrals
   (within the meaning of Section 402(g)(3) of the Code) that may be made
   with respect to a Participant; or (iv) under such other limited facts
   and circumstances which the Commissioner of the Internal Revenue
   Service, pursuant to Treasury Regulation 1.415-6(b)(6), finds justify
   the availability of this subsection 6.7(b), the Participant's Earnings
   Deferral Contributions shall be distributed to him to the extent that
   such distribution would reduce the amount in excess of the limits of 
   subsection 6.7(a).  Any amounts in excess of the limits of subsection
   6.7(a) remaining after such distribution shall be placed, unallocated
   to any Participant, in a Suspense Account.  If a Suspense Account is
   in existence at any time during a particular Limitation Year, other
   than the Limitation Year described in the preceding sentence, all
   amounts in the Suspense Account must be allocated to Participants'
   Accounts (subject to the limits of this Section 6.7) before any
   contributions that constitute Annual Additions may be made to the Plan
   for that Limitation Year.  The excess amount allocated pursuant to
   this subsection 6.7(b) shall be used to reduce Matching Contributions
   for the next Limitation Year (and succeeding Limitation Years, as


   
<PAGE>  123

   necessary) for that Participant.  However, if that Participant is not
   covered by the Plan as of the end of the applicable Limitation Year,
   then the excess amount must be held unallocated in the Suspense
   Account for the Limitation Year and reallocated in the next Limitation
   Year to all of the remaining Participants in the Plan.  The Suspense
   Account will not share in the valuation of Participants' Accounts and
   the allocation of earnings set forth in Section 6.9 of the Plan, and
   the change in fair market value and allocation of earnings
   attributable to the Suspense Account shall be allocated to the
   remaining Accounts hereunder as set forth in Section 6.9.

             (c)  Any reduction in the contributions and allocations made
   under this Plan for a Participant's Account required pursuant to this
   Section 6.7 and Section 415 of the Code shall be effected, to the
   extent necessary, in the following manner:  (i) first, the Matching
   Contribution that would have been made for the applicable Plan Year
   with respect to such Participant shall be reduced; (ii) next, the
   Supplemental Employer Contribution that would have been made for the
   applicable Plan Year with respect to such Participant shall be
   reduced; and (iii) last, the Earnings Deferral Contribution that would
   have been made for the applicable Plan Year with respect to such
   Participant, adjusted for earnings, gains and losses allocable
   thereto, shall be reduced.  Any reductions in Matching Contributions
   and Supplemental Employer Contributions pursuant to clauses (i) and
   (ii), adjusted for gains, earnings and losses allocable thereto, shall
   be treated pursuant to subsection (b) of this Section.  The amount of
   any reductions in Earnings Deferral Contributions pursuant to
   clause (iii), adjusted for gains, earnings and losses allocable
   thereto, shall be paid by the Trustee directly to the affected
   Participant pursuant to subsection (b) of this Section.

             (d)  Upon termination of the Plan, any amounts in a Suspense
   Account at the time of such termination shall revert to the Company.

             (e)  In the event that any Participant under this Plan is
   also a Participant in a defined benefit plan (as defined in Section
   415(k) of the Code) maintained by the Company, the sum of the defined
   benefit plan fraction and the defined contribution plan fraction (as
   such terms are defined in Section 415(e) of the Code) for any
   Limitation Year with respect to such Participant shall not exceed
   one (1).  If such sum exceeds one (1), the contributions and
   allocations to the Participant's Account under this Plan shall be
   reduced (prior to the reduction of any benefit of such Participant
   under such defined benefit plan), as necessary, to obtain compliance
   with Section 415(e) of the Code.  Any such reduction under this Plan
   shall be made only to the extent necessary so that the sum of such
   fractions shall equal one (1).  For purposes of this Section 6.7, a
   plan is deemed to be maintained by the Company if the plan is
   maintained by any Affiliated Employer.

             (f)  If a Participant is entitled to receive an allocation
   under this Plan and any Related Plan and, in the absence of the
   limitations contained in this Section 6.7, the Company would
   contribute or allocate to the Account of that Participant an amount
   for a Limitation Year that would cause the Annual Additions to the


   
<PAGE>  124

   Account of the Participant to exceed the Maximum Permissible Amount
   for such Year, then the contributions and allocations made with
   respect to the Participant under this Plan shall not be reduced until
   the contributions or allocations under the Related Plan have been
   reduced to the extent necessary so that the allocation of such Annual
   Additions does not exceed the Maximum Permissible Amount.

             (g)  The provisions of this Section shall be interpreted by
   the Committee, in the administration of the Plan, to reduce
   allocations (as required by this Section) only to the minimum extent
   necessary to reflect the requirements of Section 415 of the Code, as
   amended and in force from time to time, and Treasury Regulations
   promulgated pursuant to said Section, which are hereby incorporated by
   reference herein.

             6.8  VESTING.  (a) Each Participant shall at all times be
   fully vested in the Adjusted Balance of his Savings Account and
   Transfer Account under the Plan.

             (b)  Each Participant who was a participant in the Anchor
   Plan, and who was a "Member" within the meaning of that plan, on
   July 2, 1987, shall at all times be fully vested in the Adjusted
   Balance of his Anchor Account and Matching Contributions Account under
   the Plan.

             (c)  Each Participant who was a participant in the Anchor
   Plan, but who was not a "Member" within the meaning of that plan, on
   July 2, 1987, shall have a vested interest in the Adjusted Balance of
   his Anchor Account in accordance with the provisions of Article VII of
   the Anchor Plan as in effect on December 31, 1988.

             (d)  Each Participant who was a participant in the Rogers
   Plan shall at all times be fully vested in the Adjusted Balance of his
   Rogers Account.

             (e)  Each Participant who was a participant in the Sanford
   Plan shall at all times be fully vested in the Adjusted Balance of his
   Sanford Account.

             (f)  Each Participant who was employed in the Packaging
   Division of Anchor Hocking Corporation at its locations in Lancaster,
   Ohio, Weirton, West Virginia, Connellsville, Pennsylvania and
   Glassboro, New Jersey on December 31, 1992 shall be fully vested in
   the Adjusted Balance of his Matching Contributions Account as of
   December 31, 1992.

             (g)  Each Participant who was employed by the Counselor Borg
   Scale Company on October 27, 1993 shall be fully vested in the
   Adjusted Balance of his Matching Contributions Account as of October
   27, 1993.

             (h)  Each Participant who was a participant in an Intercraft
   Plan shall at all times be fully vested in the Adjusted Balance of his
   Intercraft Account.


   
<PAGE>  125

             (i)  Each Participant who was a participant in the Levolor
   Plan shall at all times be fully vested in the Adjusted Balance of his
   Levolor Account.

             (j)  Each Participant not described in paragraph (b), (f),
   or (g) shall have a vested interest in the Adjusted Balance of his
   Matching Contributions Account in accordance with the following
   Schedule:

                                           Vested       Forfeitable
              Years of Vesting Service   Percentage     Percentage 
              ------------------------   ----------     -----------

              Fewer than 5 years             0%            100%
              5 years or more              100%              0%


             (k)  On reaching his Normal Retirement Date while an Em-
   ployee, a Participant shall be one hundred percent (100%) vested in
   the Adjusted Balance of his Anchor Account and Matching Contributions
   Account.

             (l)  In the event a Participant dies or becomes permanently
   disabled (as defined in Section 7.3) while an Employee, he shall be
   one hundred percent (100%) vested in the Adjusted Balance of his
   Anchor Account and Matching Contributions Account as of the date of
   his death or termination due to disability.

             6.9  ALLOCATIONS AND ADJUSTMENTS TO ACCOUNT.  As of the
   close of business of each business day , the Trustee shall determine,
   on an accrual basis of accounting, the Adjusted Balance of the Account
   of each Participant in the following manner:

             (a)  The Trustee shall determine the earnings and the amount
   of any realized or unrealized appreciation or depreciation in the fair
   market value of each of the Investment Funds, determined as of the
   close of business of the preceding business day.  Such determination
   shall reflect a reduction for any investment manager fees charged with
   respect to a particular Investment Fund.  In determining such value
   the Trustee shall use such generally accepted methods and bases as the
   Trustee, in its discretion, shall deem advisable.  The judgment of the
   Trustee as to the fair market value of any asset shall be
   presumptively conclusive and binding on all persons.

             (b)   Except as otherwise provided in paragraph (c) next
   below, the earnings and market appreciation or depreciation of each
   Investment Fund (including earnings and appreciation or depreciation
   attributable to the investment of any Suspense Account in such
   Investment Fund) shall be allocated to each applicable Account
   (excluding any Suspense Account) that is invested in such Investment
   Fund on the current business day by multiplying the earnings and
   market appreciation or depreciation of such Fund by a fraction, the
   numerator of which is the Adjusted Balance of such Account invested in
   the applicable Fund as of the close of business of the preceding
   business day and the denominator of which is the total of the Adjusted


   
<PAGE>  126

   Balances of all such Accounts (excluding any Suspense Account)
   invested in such Fund as of the close of business of the preceding
   business day (subtracting for purposes of determining such fraction
   all distributions, withdrawals and loans made from any such Account
   since such prior business day).  Each such Account (excluding any
   Suspense Account) shall be adjusted by adding thereto or subtracting
   therefrom its share of the earnings and market appreciation or
   depreciation of each Investment Fund as determined by the preceding
   sentence.  Each Account shall then be further adjusted by adding to it
   the amount of contributions, if any, allocable thereto for each
   Participant pursuant to Sections 6.3, 6.4, 6.5 and 6.6 since the close
   of business of the preceding business day, and subtracting therefrom
   all distributions, withdrawals and loans from such Account since such
   preceding business day.

             (c)  Earnings on amounts relating to Rollover Contributions,
   benefit payments and loan repayments that are invested by the Trustee
   in short term investment obligations pending allocation to
   Participants' Accounts or distribution to Participants or
   Beneficiaries, as the case may be, shall first be used to pay certain
   administrative expenses described in Section 9.6.  Any remaining
   earnings on such amounts shall be allocated among the Accounts of all
   Participants employed by an Employer in proportion to the ratio that
   each such Participant's Account balance bears to the total Account
   balances of all such Participants.

             6.10 ALLOCATION OF FORFEITURES.  As of each Wage Payment
   Date  any amount that may have become allocable during the
   corresponding Wage Payment Period  by reason of a forfeiture of the
   Adjusted Balance of the Anchor Account or Matching Contributions
   Account of any Participant pursuant to Section 7.4 shall first be used
   to pay certain administrative expenses described in Section 9.6.  Any
   remaining amounts of forfeitures shall be used to offset the amount of
   Matching Contributions to be made for the next Wage Payment Period  by
   such Participant's Employer pursuant to Section 4.1 and shall be
   allocated among the Matching Contributions Accounts of all
   Participants employed by such Employer pursuant to the provisions of
   Section 6.3.

             6.11 ACCOUNTS TRANSFERRED FROM THE ROGERS PLAN.  If a
   Participant who was a participant in the Rogers Plan prior to January
   1, 1992 had accounts transferred from the Rogers Plan to this Plan by
   reason of the termination of the Rogers Plan as of December 31, 1991,
   such transferred accounts, and the earnings and losses allocable
   thereto, shall be held in the Rogers Account established in the
   Participant's name under the Trust.

             6.12 ACCOUNTS TRANSFERRED FROM THE SANFORD PLAN.  If a
   Participant who was a participant in the Sanford Plan prior to January
   1, 1993 had accounts transferred from the Sanford Plan to this Plan by
   reason of the merger of the Sanford Plan as of December 31, 1992, such
   transferred accounts, and the earnings and losses allocable thereto,
   shall be held in the Sanford Account established in the Participant's
   name under the Trust.


   
<PAGE>  127

             6.13 ACCOUNTS TRANSFERRED FROM AN INTERCRAFT PLAN.  If a
   Participant who was a participant in an Intercraft Plan prior to
   January 1, 1994 has accounts transferred from the Intercraft Plan to
   this Plan by reason of the merger of the Intercraft Plan as of January
   1, 1994, such transferred accounts, and the earnings and losses
   allocable thereto, shall be held in the Intercraft Account established
   in the Participant's name under the Trust.

             6.14 ACCOUNTS TRANSFERRED FROM THE LEVOLOR PLAN.  If a
   Participant who was a participant in the Levolor Plan prior to October
   1, 1994 has accounts transferred from the Levolor Plan to this Plan by
   reason of the merger of the Levolor Plan as of October 1, 1994, such
   transferred accounts, and the earnings and losses allocable thereto,
   shall be held in the Levolor Account established in the Participant's
   name under the Trust.


                                 ARTICLE VII

                             PAYMENT OF BENEFITS
                             -------------------

             7.1  PAYMENTS ON RETIREMENT.  A Participant who attains his
   Normal Retirement Date and continues to be an Employee shall continue
   to share in the allocation of Earnings Deferral Contributions,
   Supplemental Employer Contributions, Matching Contributions, and may
   elect or continue to enter into Long-Term Savings Agreements.  Upon
   the retirement of a Participant at or after his Normal Retirement
   Date, the Committee shall notify the Trustee in writing of the
   Participant's retirement and shall direct the Trustee to make payment,
   in a method provided in the Plan, of the Adjusted Balance of the
   Participant's Account as of the Participant's retirement date.

             7.2  PAYMENTS ON DEATH.

             (a)  Upon the death of a Participant the Committee shall
   promptly notify the Trustee in writing of the Participant's death and
   the name of his Beneficiary (or Surviving Spouse if paragraph (c) is
   applicable) and shall direct the Trustee to make payment, in a method
   provided in the Plan, of the Adjusted Balance of the Participant's
   Account as of his date of death, to his Beneficiary or Surviving
   Spouse, as the case may be, in accordance with Section 7.5.

             (b)  Each Participant who is not married to a Surviving
   Spouse at the date of his death, and each married Participant whose
   Surviving Spouse has consented to an alternate Beneficiary
   designation, shall have the right to designate, by giving a written
   designation to the Committee, a person or persons or entity as
   Beneficiary to receive the death benefit provided under this Section
   7.2.  Successive designations may be made, and the last designation
   received by the Committee prior to the death of the Participant shall
   be effective and shall revoke all prior designations.  If a designated
   Beneficiary shall die before the Participant, his interest shall
   terminate and, unless otherwise provided in the Participant's
   designation, if such designation named more than one Beneficiary, such


   
<PAGE>  128

   interest shall be paid in equal shares to those Beneficiaries, if any,
   who survive the Participant.  The Participant shall have the right to
   revoke the designation of any Beneficiary without the consent of the
   Beneficiary.

             (c)  The Beneficiary of each married Participant shall be
   the Surviving Spouse of the Participant and the death benefits of any
   Participant who is married to a Surviving Spouse at the date of his
   death shall be paid in full to his Surviving Spouse in a single lump
   sum.  Notwithstanding the preceding sentence, the death benefits
   provided pursuant to Section 7.2(a) shall be distributed to a married
   Participant's Beneficiary (if any) designated as provided in paragraph
   (b) and pursuant to the method, if any, designated by the Participant
   as provided in paragraph (b), if the Participant's Surviving Spouse
   consented to such designation by the Participant, prior to the date of
   his death, in writing in accordance with the requirements of Sections
   205(b)(1)(C)(i) and 205(c)(2)(A) of ERISA.  Such consent must
   acknowledge the effect of the election and the identity of any non-
   Surviving Spouse Beneficiary, including any class of Beneficiaries or
   contingent Beneficiaries, and must be witnessed by a representative of
   the Plan or a notary public.  The consent of the Participant's
   Surviving Spouse shall not be required if the Participant establishes
   to the satisfaction of the Committee that such consent may not be
   obtained because there is no Surviving Spouse or the Surviving Spouse
   cannot be located, or because of such other circumstances as the
   Secretary of the Treasury may prescribe by regulations.  The
   Participant may not subsequently change the method of distribution
   elected by the Participant or the designation of his Beneficiary
   unless his Surviving Spouse consents to the new election or
   designation in accordance with the requirements set forth in the
   preceding sentence, or unless the Surviving Spouse's consent permits
   the Participant to change the election of method of payment or the
   designation of his Beneficiary without the Surviving Spouse's further
   consent. A Spouse's consent shall be irrevocable.  Any consent by a
   Surviving Spouse, or establishment that the consent of the Surviving
   Spouse may not be obtained, shall be effective only with respect to
   that Surviving Spouse.  

             (d)  If a Participant shall fail to designate a Beneficiary,
   or if such designation shall for any reason be illegal or ineffective,
   or if no Beneficiary shall survive the Participant, his death benefits
   shall be paid:

             (i)  to his Surviving Spouse;

             (ii) if there is no Surviving Spouse, to his surviving
        children (including legally adopted children) in equal shares;

             (iii)     if there is neither a Surviving Spouse nor
        surviving children, to his surviving parents in equal shares;

             (iv) if there is neither a Surviving Spouse, nor surviving
        children or surviving parents, to the duly appointed and
        qualified executor or other personal representative of the


   
<PAGE>  129

        Participant to be distributed in accordance with the
        Participant's will or applicable intestacy law; or

             (v)  in the event that there shall be no such representative
        duly appointed and qualified within six (6) months after the date
        of death of such deceased Participant, then to such persons as,
        at the date of his death, would be entitled to share in the
        distribution of such deceased Participant's personal estate under
        the provisions of the applicable statute then in force governing
        the descent of intestate property, in the proportions specified
        in such statute.

             (e)  The Committee may determine the identity of the dis-
        tributees and in so doing may act and rely upon any information
        it may deem reliable upon reasonable inquiry, and upon any
        affidavit, certificate, or other paper believed by it to be
        genuine, and upon any evidence believed by it sufficient.

             7.3  PAYMENTS ON DISABILITY.  Upon the termination of a
   Participant's employment with all Employers by reason of a disability,
   the Committee shall notify the Trustee in writing of said disability
   termination, and shall direct the Trustee to make payment, in a method
   provided in the Plan, of the Adjusted Balance of the Participant's
   Accounts as of the date of such Participant's disability termination. 
   For purposes of this section "disability" means a physical or mental
   condition that is expected to render the Participant permanently
   unable to perform his usual duties or any comparable duties for his
   Employer.  The determination of the existence of such disability shall
   be made by the Committee and shall be final and binding upon such
   Participant and all other parties.  The Committee may require
   submission of such medical evidence as it may deem necessary in order
   to arrive at its determination.  The Committee's determination of the
   existence of a disability will be made with reference to the nature of
   the injury without regard to the period the Participant is absent from
   work.

             7.4  PAYMENTS ON TERMINATION FOR REASONS OTHER THAN RETIRE-
   MENT, DEATH OR DISABILITY.  Upon the termination of employment with
   all Employers of a Participant for any reason other than retirement,
   death or disability, the Committee shall notify the Trustee in writing
   of the Participant's termination and shall direct the Trustee to make
   payment of the Adjusted Balance of the Participant's Savings Account,
   Rogers Account, Intercraft Account, Levolor Account, Sanford Account
   and Transfer Account, and the vested portion of the Adjusted Balance
   of his Anchor Account and Matching Contributions Account, as of the 
   Valuation Date immediately succeeding his application for
   distribution, in accordance with Section 7.5.  The  non-vested
   portion, if any, of the Adjusted Balance of the Participant's Anchor
   Account and Matching Contributions Account shall be  forfeited after
   the Participant incurs a one-year Break in Service.  Forfeitures shall
   be used first to pay certain administrative expenses described in
   Section 9.6, and then to reduce Matching Contributions for the Plan
   Year next following the Year the forfeiture occurs and for succeeding
   Years, to the extent necessary, as provided in Section 6.10.  If a
   Participant is reemployed before he incurs a Break in Service of at


   
<PAGE>  130

   least five years, the forfeited portion of his Anchor Account and
   Matching   Contribution Account will be reinstated and he will
   continue to vest in such Accounts. If a Participant who is rehired
   before he incurs a Break in Service of at least five years again
   incurs a termination of employment under circumstances in which he is
   not fully vested in his Anchor Account and Matching Contributions
   Account, a portion of his Anchor Account and Matching Contributions
   Account distributable on the date of his later termination of
   employment shall be calculated as follows:

             (i)  the amount distributed to the Participant from his
        Anchor Account and Matching Contributions Account upon his
        earlier termination of employment shall be added to the Adjusted
        Balance of his Anchor Account and Matching Contributions Account;

             (ii) the amount determined under paragraph (i) shall be
        multiplied by the vested percentage as of the date of his later
        termination of employment determined under Section 6.8; and

             (iii)     the amount distributed to the Participant upon his
        earlier termination of employment shall be deducted from the
        product calculated under paragraph (ii) to determine the amount
        distributable upon his termination of employment.

             7.5  MANNER AND TIMING OF PAYMENT.  (a)  Whenever the
   Committee shall direct the Trustee to make payment to a Participant,
   his Beneficiary, or his Surviving Spouse upon termination of the
   Participant's employment (whether by reason of retirement, death,
   disability or for other reasons), the Committee shall direct the
   Trustee to pay the Adjusted Balance of his Savings Account, Transfer
   Account, Rogers Account, Intercraft Account, Levolor Account and
   Sanford Account, if any, and the vested portion of the Adjusted
   Balance of his Matching Contributions Account and  Anchor Account, if
   any, to or for the benefit of the Participant, his Beneficiary, or his
   Surviving Spouse, in cash or wholly or partly in kind, in either of
   the following ways as the Participant (or, in the case of a deceased
   former Participant, his Beneficiary or Surviving Spouse) shall
   determine:

             (i)  In a lump sum, payable sixty days after termination of
        the Participant's employment with all Employers unless the
        Participant elects to defer payment until March 31 of the
        succeeding Plan Year; provided that distributions in kind shall
        be valued at the fair market value of the assets distributed on
        the date of such distribution; or

             (ii) In  installments payable in fixed and substantially
        equal monthly, quarterly, semi-annual or annual amounts, com-
        mencing sixty days after termination of the Participant's
        employment with all Employers, unless the Participant elects to
        defer commencement of payments until March 31 of the succeeding
        Plan Year; and continuing over a period not longer than the maxi-
        mum period permitted under paragraph (c) below; provided that
        distributions in kind shall be valued at the fair market value of
        the assets distributed on the date of such distribution.  The


   
<PAGE>  131

        Participant, or Beneficiary or Surviving Spouse, as the case may
        be, may increase the fixed amount of the installment payment
        previously elected, or may elect to have the remaining vested
        portions of the Adjusted Balance of the Accounts paid in a lump
        sum.  Such election shall be effective as of the first day of any
        month if written notice is received by the Committee no later
        than the fifteenth day of the preceding month.

             (b)  Notwithstanding anything to the contrary in the Plan,
   and subject to subsection 7.5(d), if on the last day of the Plan Year
   corresponding to or following the date of a Participant's termination
   of employment, the total amount payable under paragraph (a), excluding
   amounts distributable from his Transfer Account, is $3,500 or less,
   such amount shall be distributed to the Participant in a lump sum as
   soon as is administratively feasible following such date.
   Notwithstanding the foregoing, if on the last day of the Plan Year
   corresponding to or following the date of a Participant's termination
   of employment, the total amount payable under paragraph (a), excluding
   amounts distributable from the Participant's Transfer Account, exceeds
   $3,500, no part of such amount may be distributed prior to the earlier
   of the Participant's Normal Retirement Date or the date of his death
   without the written consent of the Participant.

             (c)  Notwithstanding anything to the contrary contained
   elsewhere in the Plan:

             (i)  The payment of benefits under the Plan to any
        Participant will:

             (A)  be distributed to him not later than the Required
        Distribution Date (as defined in paragraph (c)(iii)), or

             (B)  be distributed to him commencing not later than
        the Required Distribution Date in accordance with regu-
        lations prescribed by the Secretary of the Treasury (I) over
        the life of the Participant or over the lives of the
        Participant and his Beneficiary, or (II) over a period not
        extending beyond the life expectancy of the Participant or
        the life expectancy of the Participant and his Beneficiary.

             (ii)  (A)  If the Participant dies after distribution
        to him has commenced pursuant to paragraph (c)(i)(B) but
        before his entire interest in the Plan has been distributed
        to him, then the remaining portion of that interest will be
        distributed at least as rapidly as under the method of
        distribution being used under paragraph (c)(i)(B) at the
        date of his death.

                  (B)  If the Participant dies before distribution
        to him has commenced pursuant to paragraph (c)(i)(B), then,
        except as provided in paragraphs (c)(ii)(C) and (c)(ii)(D),
        his entire interest in the Plan will be distributed within
        five years after his death.


   
<PAGE>  132

                  (C)  Notwithstanding the provisions of paragraph
        (c)(ii)(B), if the Participant dies before distribution to
        him has commenced pursuant to paragraph (c)(i)(B) and if any
        portion of his interest in the Plan is payable (I) to or for
        the benefit of a Beneficiary, (II) in accordance with
        regulations prescribed by the Secretary of the Treasury over
        the life of the Beneficiary or over a period not extending
        beyond the life expectancy of the Beneficiary, and (III)
        beginning not later than one year after the date of the
        Participant's death or such later date as the Secretary of
        the Treasury may prescribe by regulations, then the portion
        of his interest referred to in this paragraph (c)(ii)(C)
        shall be treated as distributed on the date on which such
        distributions begin.

                  (D)  Notwithstanding the provisions of paragraphs
        (c)(ii)(B) and (c)(ii)(C), if the Beneficiary referred to in
        paragraph (c)(ii)(C) is the Surviving Spouse of the
        Participant, then

                  (I)  the date on which the distributions are
                       required to begin under paragraph
                       (c)(ii)(C)(III) of this Section shall not be
                       earlier than the date on which the
                       Participant would have attained age 70 1/2,
                       and

                  (II) if the Surviving Spouse dies before the
                       distributions to that Spouse begin, then this
                       paragraph (c)(ii)(D) shall be applied as if
                       the Surviving Spouse were the Participant.

             (iii)     For purposes of this paragraph (c), the Required
        Distribution Date means April 1 of the calendar year following
        the calendar year in which the Participant attains age 70 1/2.

             (iv) For purposes of this paragraph (c), the life expectancy
        of a Participant and his Spouse may be redetermined, but not more
        frequently than annually.  This subsection (c)(iv) shall not
        apply in the case of a life annuity.

             (v)  A Participant may not elect a form of distribution
        providing for payments after the Participant's death to a
        Beneficiary other than his Spouse unless the actuarial value of
        the payments expected to be made to the Participant during his
        lifetime is more than fifty percent (50%) of the actuarial value
        of the total payments expected to be made under such form of
        distribution.

             (d)  This subsection 7.5(d) applies to distributions made on
   or after January 1, 1993.  Notwithstanding any provision of the Plan
   to the contrary that would otherwise limit a Distributee's election
   under this subsection, a Distributee may elect, at the time and in the
   manner prescribed by the Plan Administrator, to have any portion of an


   
<PAGE>  133

   Eligible Rollover Distribution paid directly to an Eligible Retirement
   Plan specified by the Distributee in a Direct Rollover.

             (i)  Definitions.

             (A)  "Eligible Rollover Distribution" is any
        distribution of all or any portion of the balance to the
        credit of the Distributee, except that an Eligible Rollover
        Distribution does not include:  any distribution that is one
        of a series of substantially equal periodic payments (not
        less frequently than annually) made for the life (or life
        expectancy) of the Distributee or the joint lives (or joint
        life expectancies) of the Distributee and the Distributee's
        designated Beneficiary, or for a specified period of ten
        years or more; any distribution to the extent such
        distribution is required under section 401(a)(9) of the
        Code; and the portion of any distribution that is not 
        includible in gross income (determined without regard to the
        exclusion for net unrealized appreciation with respect to
        employer securities).

             (B)  "Eligible Retirement Plan" is an individual
        retirement account described in section 408(a) of the Code,
        an individual retirement annuity described in section 408(b)
        of the Code, an annuity plan described in section 403(a) of
        the Code, or a qualified trust described in section 401(a)
        of the Code, that accepts the Distributee's eligible
        rollover distribution.  However, in the case of an Eligible
        Rollover Distribution to the Surviving Spouse, an Eligible
        Retirement Plan is an individual retirement account or
        individual retirement annuity.

             (C)  "Distributee" includes an Employee or former
        Employee.  In addition, the Employee's or former Employee's
        Surviving Spouse and the Employee's or former Employee's
        spouse or former spouse who is the alternate payee under a
        qualified domestic relations order, as defined in section
        414(p) of the Code, are Distributees with regard to the
        interest of the spouse or former spouse.

             (D)  "Direct Rollover" is a payment by the Plan to the
        Eligible Retirement Plan specified by the Distributee.

             (e)  If a distribution is one to which Sections 401(a)(11)
   and 417 of the Code do not apply, such distribution may commence less
   than 30 days after the notice required under  section 1.411(a)-11(c)
   of the Income Tax Regulations is given, provided that:

             (i)  the Committee clearly informs the Participant that
        the Participant has a right to a period of at least 30 days
        after receiving the notice to consider the decision of
        whether or not to elect a distribution (and, if applicable,
        a particular distribution option), and


   
<PAGE>  134

             (ii) the Participant, after receiving the notice,
        affirmatively elects a distribution.

             (f)  A Participant who entered the Levolor Plan prior to
   September 1, 1990 and for whom a Levolor Account has been established
   under the Plan may elect to have the Adjusted Balance of the portion
   of such Levolor Account attributable to employer profit sharing
   contributions paid either pursuant to paragraph (g) below or in the
   form of a paid-up annuity policy.

             (g)  Notwithstanding the above, the following provisions of
   this paragraph (g) apply with respect to the Adjusted Balance of (i)
   the portion of a Participant's Intercraft Account held under the
   Intercraft Retirement Program, and (ii) the portion of a Participant's
   Levolor Account referred to in paragraph (f) above, in the case of a
   Participant who elects payment of such portion in the form of an
   annuity pursuant to paragraph (f) above:

             (i)  Payment for reasons other than death.

             (A)  Upon termination of a Participant's employment with all
        Employers for any reason other than death, the Committee shall
        direct the Trustee to pay such portion as follows:

                  (I)  If the Participant has a Spouse at the date
                       payments to him are to commence, such amount shall
                       be payable to the Participant in the form of a
                       Joint and Survivor Annuity.  However, the
                       Participant, with the consent of his Spouse, may
                       elect during the Election Period to waive payment
                       in the form of a Joint and Survivor Annuity
                       pursuant to subsection (i)(B) below and elect
                       payment of such portion in a method described in
                       Section 7.5(a) and (d) above.  For purposes of
                       this subsection (i), the term "Joint and Survivor
                       Annuity" means  an annuity payable to the
                       Participant for his life, with a survivor annuity
                       payable to his Spouse for the life of such Spouse
                       commencing on the first day of the month
                       immediately following the date of death of the
                       Participant, in an amount equal to one-half of the
                       amount payable during the life of the Participant.

                  (II) If a Participant does not have a Spouse at the
                       date payments to him are to commence, such portion
                       shall be payable to him in the form of a Single
                       Life Annuity.  However, the Participant may elect
                       during the Election Period to waive payment in the
                       form of a Single Life Annuity pursuant to
                       subsection (i)(B) below and elect payment of such
                       portion in a method described in Section 7.5(a)
                       and (d) above.  For purposes of this paragraph
                       (i), the term "Single Life Annuity" means an
                       annuity payable to the Participant for his life.


   
<PAGE>  135

                  (B)  Within a reasonable time prior to the commencement
             of payments to a Participant under the Plan, the Committee
             shall give the Participant a written notice, in nontechnical
             terms, of his right to waive payment of such portion in the
             form of a Joint and Survivor Annuity or Single Life Annuity,
             as the case may be, pursuant to paragraph (i)(A) and of his
             right to elect the method of such payment as described in
             Section 7.5(a) and (d) above.  Such notice shall include a
             description of (I) the terms and conditions of the Joint and
             Survivor Annuity or Single Life Annuity, whichever is
             applicable, (II) the Participant's right to make, and the
             effect of making, an election to waive the Joint and
             Survivor Annuity or Single Life Annuity, (III) the right of
             the Participant's Spouse, if any, not to consent to such an
             election, (IV) the right to make, and the effect of, a
             revocation of such an election, and (V) the methods of
             payment pursuant to Section 7.5(a) and (d) above.  A
             Participant may elect at any time during the Election Period
             to waive the Joint and Survivor Annuity or Single Live
             Annuity, as the case may be, and to elect a method of
             payment described in Section 7.5(a) and (d) above.  For
             purposes of this subsection (i), the term "Election Period"
             means the ninety-day period ending on the earliest date with
             respect to which payments to the Participant commence.  Any
             election pursuant to this paragraph (i) may be modified or
             revoked during the Election Period and shall be
             automatically revoked if the Participant dies before
             payments commence.

                  (C)  Any election by a married Participant to
             waive payment in the form of a Joint and Survivor
             Annuity shall not take effect unless the Participant's
             Spouse consents in writing to the election and such
             consent acknowledges the effect of the election.  Such
             a consent must acknowledge the effect of the election
             and the identity of any non-Spouse Beneficiary,
             including any class of Beneficiaries or contingent
             Beneficiaries, designated to receive any installments
             remaining unpaid at the date of his death, and must be
             witnessed by a representative of the Plan or a notary
             public.  The consent of the Participant's Spouse shall
             not be required if the Participant establishes to the
             satisfaction of the Committee that consent may not be
             obtained because there is no Spouse or the Spouse
             cannot be located, or because of such other
             circumstances as the Secretary of the Treasury may
             prescribe by regulations.  Any designation by a
             Participant of a new Beneficiary or alternate method of
             payment shall not take effect unless the Participant's
             Spouse, if any, consents to the new designation
             pursuant to the procedures set forth in the preceding
             sentence or unless the Spouse's consent permits the
             Participant to change the designation of his
             Beneficiary or the method of payment without the


   
<PAGE>  136

             Spouse's consent.  A Spouse's consent shall be
             irrevocable.

             (ii) Payment By Reason of Death.

             (A)  Upon the death of a Participant prior to commencement
        of payment of such portion to him, the Committee shall direct the
        Trustee to pay such amount as follows:

                  (I)  If the Participant has a Spouse at the date of his
                       death, the Adjusted Balance of such portion shall
                       be payable to his Spouse as a Preretirement
                       Survivor Annuity.  However, the Participant, with
                       the consent of his Spouse, may elect during the
                       Election Period to waive the Preretirement
                       Survivor Annuity pursuant to (ii)(B) below and
                       elect payment of such portion in a method
                       described in Section 7.5(a) and (d) above.  For
                       purposes of this paragraph (ii), the term
                       "Preretirement Survivor Annuity" means an annuity
                       payable for the life of the Participant's Spouse,
                       commencing on the first day of the month after the
                       date of death of the Participant.

                  (II) If a Participant does not have a Spouse at the
                       date of his death, such portion shall be payable
                       to his Beneficiary in any of the ways set forth in
                       Section 7.5(a) above as the Participant shall
                       elect by written notice delivered to the Committee
                       during the Election Period.

             (B)  The Committee shall provide each married
        Participant with a written explanation of the Preretirement
        Survivor Annuity.  The explanation shall be provided to each
        such Participant as soon as may be practicable after his
        date of employment.  If the employment of the Participant
        with the all Employers terminates prior to the date of his
        death and he is then reemployed, he must receive such
        written explanation as soon as practicable after the date of
        reemployment.  Such notice shall include a description of
        (I) the terms and conditions of the Preretirement Survivor
        Annuity, (II) the Participant's right to make, and the
        effect of, an election to waive the Preretirement Survivor
        Annuity and to designate a beneficiary to receive the
        adjusted balances in his accounts, (III) the rights of the
        Participant's spouse not to consent to such an election,
        (IV) the right to make, and the effect of, the revocation of
        such an election, and (V) the methods of payment pursuant to
        paragraph (iv) below.  A Participant may elect at any time
        during the Election Period to waive the Preretirement
        Survivor Annuity, if applicable, and to elect a method of
        payment described in Section 7.5(a) and (d) above.  For
        purposes of this subsection (ii), the term "Election Period"
        means the period that begins on the date on which the
        Participant receives the aforementioned explanation and ends


   
<PAGE>  137

        on the date of the Participant's death.  Any election
        pursuant to this subsection (ii) may be modified or revoked
        during the Election Period.

             (C)  Any election by a married Participant to waive payment
        in the event of his death in the form of a Preretirement Survivor
        Annuity and to designate a non-Spouse Beneficiary shall not take
        effect unless the Participant's Spouse consents in writing to the
        election and designation prior to the Participant's death.  The
        Spousal consent provisions described in (i)(C) above shall apply.

             7.6  WITHDRAWALS FROM TRANSFER ACCOUNT.  As of the last day
   of his first full Wage Payment Period of any month  Participant may
   withdraw from his Transfer Account an amount not in excess of the
   Adjusted Balance thereof determined as of such day.  Each request for
   distribution pursuant to this Section 7.6 must be made by written
   application to the Committee no later than  the fifteenth day of the
   month preceding the last day of the applicable calendar month.

             7.7  WITHDRAWALS FROM ANCHOR ACCOUNT.  A Participant for
   whom an Anchor Account has been established under the Plan shall be
   entitled to withdraw amounts from his various sub-accounts thereunder
   pursuant to this Section.  The sub-accounts referred to below have the
   meaning as set forth in the Anchor Plan and consist of the funds
   accumulated thereunder as of December 31, 1988.  Such withdrawals are
   effective as of the first day of any month if written notice is
   received by the Committee no later than the fifteen day of preceding
   month.

             (a)  A Participant may elect to withdraw 25%, 50%, 75% or
        100% of the portion of his Voluntary Member Contributions Sub-
        Account that is attributable to Voluntary Member Contributions
        made prior to January 1, 1987, excluding any net earnings and
        gain thereon.

             (b)  A Participant who has withdrawn 100% of his pre-1987
        Voluntary Member Contributions may elect to withdraw 25%, 50%,
        75% or 100% of the portion of his Basic Member Contribution Sub-
        Account that is attributable to Basic Member Contributions made
        prior to January 1, 1987, excluding any net earnings and gains
        thereon.

             (c)  Any Participant who has withdrawn 100% of his pre-1987
        Voluntary Member and Basic Member Contributions may elect to
        withdraw 25%, 50%, 75% or 100% of the remainder of his Voluntary
        Member Contribution Sub-Account, including any net earnings and
        gain thereon.

             (d)  A Participant who has withdrawn 100% of his pre-1987
        Basic Member Contributions and 100% of his Voluntary Member
        Contributions Sub-Accounts may elect to withdraw 25%, 50%, 75% or
        100% of the remainder of his Basic Member Contributions Sub-
        Account, including any net earnings and gain thereon.


   
<PAGE>  138

             (e)  A Participant who has withdrawn 100% of his Voluntary
        Member and Basic Member Contributions Sub-Accounts including any
        net earnings and gain thereon, may elect to withdraw 100% of his
        PAYSOP Sub-Account, including any net earnings and gain thereon.

             (f)  A Participant who is at least 59-1/2 years old, or who
        has demonstrated the existence of a Hardship (as defined in
        paragraph (j) below), and who has withdrawn 100% of his Voluntary
        Member and Basic Member Contributions Sub-Accounts and 100% of
        his PAYSOP Sub-Account, may elect to withdraw 25%, 50%, 75% or
        100% of his Voluntary Employer Contributions Sub-Account,
        including any net earnings and gain thereon earned through
        December 31, 1988; provided, however, that in the case of any
        Hardship withdrawal, the amount withdrawn pursuant to this
        paragraph shall be determined without regard to the percentages
        set forth in this paragraph and shall in no event exceed the
        amount necessary to relieve the Hardship.

             (g)  A Participant who is at least 59-1/2 years old, or who
        has demonstrated the existence of a Hardship (as defined in
        paragraph (j) below), and who has withdrawn 100% of his Voluntary
        Contributions and Basic Member Contributions Sub-Accounts and
        100% of his PAYSOP Sub-Account pursuant to subsections (a)
        through (f) may elect to withdraw 25%, 50%, 75% or 100% of his
        Basic Employer Contributions Sub-Account, including any net
        earnings and gain thereon earned through December 31, 1988;
        provided, however, that in the case of any Hardship withdrawal,
        the amount withdrawn pursuant to this paragraph shall be
        determined without regard to the percentages set forth in this
        paragraph and shall in no event exceed the amount necessary to
        relieve the Hardship.

             (h)  A Participant who has withdrawn 100% of his Voluntary
        Contributions and Basic Contributions Sub-Accounts and 100% of
        his PAYSOP Sub-Account in accordance with (and as permitted by)
        paragraphs (a) through (g) of this Section may elect to withdraw
        25%, 50%, 75% or 100% of his Matching Employer Contributions Sub-
        Account in which he has a vested interest, including any net
        earnings and gain thereon.

             (i)  If a Participant makes a withdrawal under
        paragraphs (f) and/or (g) of this Section on account of a
        Hardship, such withdrawal shall be subject to the following
        rules:

             (i)  Each request for such a withdrawal must be made by
                  written application to the Committee supported by such
                  evidence as the Committee may require;

             (ii) Each withdrawal shall be an account of a Hardship (as
                  defined in paragraph (j)) suffered by the Participant;

             (iii)     The amount withdrawn shall not be in excess of the
                       immediate and heavy financial need of the
                       Participant, which need shall be deemed to include


   
<PAGE>  139

                       any amounts necessary to satisfy any Federal,
                       state or local income taxes or penalties
                       reasonably expected to be incurred by the
                       Participant as a result of the withdrawal;

             (iv) The Participant shall first obtain all distributions,
                  other than hardship distributions, and all nontaxable
                  loans currently available under the Plan and all other
                  plans maintained by the Company or any Affiliated
                  Employer;

             (v)  The Participant's elective contributions and employee
                  contributions (as defined in Treasury Regulation
                  Section 1.401(k)) shall be suspended under the Plan and
                  all other plans maintained by the Company or any
                  Affiliated Employer for twelve (12) months after his
                  receipt of the Hardship withdrawal; and

             (vi) The Participant may not make elective contributions (as
                  defined in Treasury Regulation Section 1.401(k)) under
                  the Plan or any other plan maintained by the Company or
                  any Affiliated Employer for the Participant's taxable
                  year immediately following the taxable year of the
                  Hardship withdrawal in excess of the applicable limit
                  under Code Section 402(g) for such next taxable year
                  less the amount of such Participant's elective
                  contributions for the taxable year of the Hardship
                  withdrawal. 

             (j)  For purposes of this Section and Section 7.12, a
        distribution will be on account of Hardship if it is needed for: 
        (i) medical expenses described in Section 213(d) of the Code
        previously incurred by, or expected to be incurred by, the
        Participant, his spouse, or any of his dependents (as defined in
        Section 152 of the Code) or necessary for any of these persons to
        obtain medical care (as defined in Section 213(d) of the Code);
        (ii) payment of tuition and related educational fees for the next 
        twelve months of post-secondary education for the Participant,
        his spouse, or any of his dependents (as defined in Section 152
        of the Code); (iii) the purchase (excluding mortgage payments) of
        a principal residence for  the Participant; or (iv) the need to
        prevent the eviction of the Participant from his principal
        residence or foreclosure on the mortgage of the Participant's
        principal residence.

             (k)  A Participant who has made a withdrawal pursuant to
        this Section and desires to resume having Earnings Deferral and
        Matching Contributions made for him, after the expiration of the
        periods provided in clauses v and vi of paragraph (i) above shall
        execute and file with the Committee a Long-Term Savings Agreement
        and any other forms required by the Committee, no later than the
        fifteenth day of the month preceding the beginning of any
        succeeding Wage Payment Period.  In the event a Participant makes
        either concurrent or consecutive withdrawals under more than one
        of such paragraphs of this Section 7.7, the periods provided in


   
<PAGE>  140

        such paragraphs shall run concurrently, with each period
        commencing on the effective date of the applicable withdrawal.

             7.8  WITHDRAWALS FROM ROGERS ACCOUNT.  A Participant for
   whom a Rogers Account has been established under this Plan and who is
   at least 59-1/2 years old may elect to withdraw all or any portion of
   his Rogers Account.  Such withdrawal shall be effective as of the
   first day of any month if written notice is received by the Committee
   no later than the fifteenth day of the preceding month.

             7.9  WITHDRAWALS FROM SANFORD ACCOUNT.  (a)  A Participant
   for whom a Sanford Account has been established under the Plan and who
   is at least 59-1/2 years old may elect to withdraw all or any portion
   of his Sanford Account.  Such withdrawal shall be effective as of the
   first day of any month if written notice is received by the Committee
   no later than the fifteenth day of the preceding month.

             (b)  A Participant for whom a Sanford Account has been
   established under the Plan and who has demonstrated the existence of a
   Hardship (as defined in paragraph 7.7(j)) may elect a withdrawal from
   his Sanford Account; provided, however, that in the case of any
   Hardship withdrawal, the amount withdrawn pursuant to this paragraph
   shall be made in accordance with paragraphs 7.7(i) and (k) and shall
   in no event exceed the amount necessary to relieve the Hardship. 

             7.10 WITHDRAWALS FROM SAVINGS ACCOUNT.  A Participant who is
   at least 59-1/2 years old may elect to withdraw from his Savings
   Account all or any portion of the Adjusted Balance thereof.  Such
   withdrawal shall be effective as of the first day of any month if
   written notice is received by the Committee no later than the
   fifteenth day of the preceding month.

             7.11 WITHDRAWALS FROM INTERCRAFT ACCOUNT.  (a) A Participant
   for whom an Intercraft Account has been established under the Plan and
   who is at least 59-1/2 may elect to withdraw all or any portion of his
   Intercraft Account, other than those amounts in the Intercraft Account
   attributable to (i) discretionary employer contributions made pursuant
   to Section 4.1 of the Intercraft Profit Sharing Plan and (ii)
   contributions made under the Intercraft Retirement Program.  Such
   withdrawal shall be effective as of the first day of any month if
   written notice is received by the Committee no later than the
   fifteenth day of the preceding month.

             (b)  A Participant for whom an Intercraft Account has been
   established under the Plan and who has demonstrated the existence of a
   Hardship (as defined in paragraph 7.7(j)) may elect a withdrawal from
   his Intercraft Account of amounts other than those attributable to the
   Intercraft Retirement Program; provided, however, that in the case of
   any Hardship withdrawal, the amount withdrawn pursuant to this
   paragraph shall be made in accordance with paragraphs 7.7(i) and (k)
   and shall in no event exceed the amount necessary to relieve the
   Hardship. 

             (c)  A Participant for whom an Intercraft Account has been
   established under the Plan and who is at least 65 may elect to


   
<PAGE>  141

   withdraw all or any portion of his Intercraft Plan attributable to
   discretionary employer contributions made pursuant to Section 4.1 of
   the Intercraft Profit Sharing Plan.  Such withdrawal shall be
   effective as of the first day of any month if written notice is
   received by the Committee no later than the fifteenth day of the
   preceding month.

             7.12 WITHDRAWALS FROM LEVOLOR ACCOUNT.  (a) A Participant
   for whom a Levolor Account has been established under the Plan and who
   is at least 59-1/2 may elect to withdraw all or any portion of his
   Levolor Account, other than those amounts in the Levolor Account
   attributable to discretionary employer contributions made under the
   Levolor Plan.  Such withdrawal shall be effective as of the first day
   of any month if written notice is received by the Committee no later
   than the fifteenth day of the preceding month.  

             (b)  A Participant for whom a Levolor Account has been
   established under the Plan and who has demonstrated the existence of a
   Hardship (as defined in paragraph 7.7(j)) may elect a withdrawal from
   his Levolor Account; provided, however, that in the case of any
   Hardship withdrawal, the amount withdrawn pursuant to this paragraph
   shall be made in accordance with paragraphs 7.7(i) and (k) and shall
   in no event exceed the amount necessary to relieve the Hardship. 

             (c)  A Participant for whom a Levolor Account has been
   established under the Plan and who is at least 65 may elect to
   withdraw all or any portion of his Levolor Plan attributable to
   discretionary employer contributions made under the Levolor Plan. 
   Such withdrawal shall be effective as of the first day of any month if
   written notice is received by the Committee no later than the
   fifteenth day of the preceding month.

             7.13 RULES GOVERNING IN-SERVICE DISTRIBUTIONS.  (a)  In the
   event a Participant requests to receive a distribution pursuant to
   Sections 7.6, 7.7, 7.8, 7.9, 7.10, 7.11 or 7.12, and the distribution
   is approved if necessary, the distribution shall be paid to the
   Participant as soon as is reasonably practicable upon receipt of the
   written request for such distribution.  If a Participant's termination
   of employment with all Employers occurs after an election is made in
   accordance with those Sections, but prior to distribution of the full
   amount elected, such election shall be automatically void and the
   benefits he or his Surviving Spouse or Beneficiary are entitled to
   receive under the Plan shall be distributed in accordance with the
   other provisions of this Article.

             (b)  A Participant may not make more than one withdrawal per
   Plan Year pursuant to each of Section 7.6, 7.7, 7.8, 7.9, 7.10, 7.11
   or 7.12.

             7.14 DISTRIBUTION OF UNALLOCATED CONTRIBUTIONS.  (a) If on
   the date of termination of a Participant's employment, the
   Participant's Employer shall be holding a Rollover Contribution made
   by the Participant, but not yet allocated to his Transfer Account,
   such Employer shall pay such amounts either directly to the Partici-
   pant (or his Beneficiary or Surviving Spouse, as the case may be) or


   
<PAGE>  142

   to the Trustee, to be distributed by the Trustee in accordance with
   Section 7.5.

             (b)  If on the date of termination of a Participant's
   employment, a Participant's Earnings have been reduced by any amount
   pursuant to a Long-Term Savings Agreement, or a Matching Contribution
   has been made on behalf of such Participant pursuant to Section
   4.1(a), and any such amount has not yet been allocated to his Savings
   Account or Matching Contributions Account (whichever is applicable),
   the Participant's Employer shall pay such amounts to the Trustee to be
   credited to the Participant's Savings Account or Matching
   Contributions Account (whichever is applicable), to be distributed by
   the Trustee in accordance with Section 7.5.

             7.15 ADMINISTRATIVE POWERS RELATING TO PAYMENTS.  If a
   Participant, Beneficiary, or Surviving Spouse, is under a legal
   disability or, by reason of illness or mental or physical disability,
   is in the opinion of the Committee unable properly to attend to his
   personal financial matters, the Trustee may make such payments in such
   of the following ways as the Committee shall direct:

             (a)  directly to such Participant, Beneficiary, or Surviving
        Spouse;

             (b)  to the legal representative of such Participant,
        Beneficiary, or Surviving Spouse; or

             (c)  to some relative by blood or marriage, or friend, for
        the benefit of such Participant, Beneficiary or Surviving Spouse.

   Any payment made pursuant to this Section shall be in complete
   discharge of the obligation therefor under the Plan.

             7.16 DISTRIBUTIONS FROM SAVINGS ACCOUNT.  Notwithstanding
   anything to the contrary contained elsewhere in the Plan, a
   Participant's Savings Account, that portion of his Anchor Account
   attributable to Basic Employer Contributions and Voluntary Employer
   Contributions (as defined in the Anchor Plan), that portion of his
   Rogers Account attributable to elective deferrals (within the meaning
   of the Rogers Plan), that portion of his Sanford Account attributable
   to elective deferrals (within the meaning of the Sanford Plan), that
   portion of his Intercraft Account attributable to elective deferrals
   (within the meaning of the Intercraft Profit Sharing Plan) and that
   portion of his Levolor Account attributable to elective deferrals
   (within the meaning of the Levolor Plan) shall not be distributable
   other than upon: 

             (a)  the Participant's separation from service, death, or
        disability;

             (b)  termination of the Plan without establishment or
        maintenance of another defined contribution plan (other than an
        employee stock ownership plan as defined in Section 4975(e)(f) of
        the Code);


   
<PAGE>  143

             (c)  the date of the sale or other disposition by the
        Participant's Employer to an unrelated corporation of
        substantially all of the assets (within the meaning of Sec-
        tion 409(d)(2) of the Code) used by such Employer in a trade or
        business of the Employer, but only if (i) the Participant is
        employed by such trade or business and continues employment with
        the entity acquiring such assets, and (ii) the Company continues
        to maintain the Plan after the sale or other disposition.  The
        sale of 85% of the assets used in the trade or business shall be
        deemed a sale of "substantially all" of the assets used in such
        trade or business;

             (d)  the date of the sale by the Participant's Employer of
        such Employer's interest in a subsidiary (within the meaning of
        Section 409(d)(3) of the Code), but only if (i) the Participant
        is employed by such subsidiary and continues employment with such
        subsidiary following such sale, and (ii) the Company continues to
        maintain the Plan after the sale or other disposition;

             (e)  the Participant's attainment of age 59-1/2; or

             (f)  the Participant's Hardship (in the case of a
        distribution from a Participant's Anchor Account, Sanford
        Account, Intercraft Account and Levolor Account).

   Notwithstanding anything to the contrary contained herein, an event
   shall not be treated as described in clauses (b), (c) or (d) above
   with respect to any Participant unless the Participant receives a lump
   sum distribution (as defined in Section 401(k)(10)(B)(ii) of the Code)
   by reason of the event.  Nothing in this Section is intended to expand
   the instances in which distributions may be made to Participants. 
   This Section is included in the Plan solely to set forth the
   restrictions of Section 401(k) of the Code.


                                ARTICLE VIII

                            LOANS TO PARTICIPANTS
                            ---------------------

             8.1  LOANS TO PARTICIPANTS.  (a)  The Committee shall direct
   the Trustee to make a loan to active Participants, and, to the extent
   not inconsistent with Section 401(a) of the Code, to former
   Participants who are parties in interest (as defined in Section 3(14)
   of ERISA) and who retain account balances under the Plan pursuant to
   Section 7.5(b) ("Former Participants"), applied for pursuant to the
   terms of this Article.  No more than one such loan may be outstanding
   from the Plan to any Participant at any time.  Such loan shall be in
   an amount which does not exceed the amount set forth in Section 8.2
   below.  A loan shall be made on the written application of the
   Participant to the Committee and on such terms and conditions as are
   set forth in this Section 8.1 and Sections 8.2 and 8.3 below.  In
   making such loans the Committee shall pursue uniform policies and
   shall not discriminate in favor of or against any Participant or group
   of Participants.


   
<PAGE>  144

             (b)  Each borrowing Participant shall, as a condition to
   receiving a loan hereunder, specify in his loan application the
   Investment Funds in which each of his Accounts are invested from which
   such loan shall be paid.  Each such loan shall be made in accordance
   with the specification of the borrowing Participant except that if any
   Investment Fund imposes any restriction or penalty on a distribution,
   the loan shall be paid from the Investment Funds in such manner as
   will comply with such restriction and avoid such penalty.  Principal
   and interest payments on a loan shall be allocated among Investment
   Funds in accordance with subsection 8.4(e).

             (c)  The Committee may impose such additional uniform and
   nondiscriminatory administrative requirements upon Participants
   applying for loans as the Committee may determine.

             8.2  MAXIMUM LOAN AMOUNT.  (a)  In no event shall any loan
   made pursuant to this Article to any Participant be in an amount which
   shall cause the outstanding aggregate balance of all loans made to
   such Participant under this Plan and all other qualified employer
   plans (as defined in Section 72(p)(4)(A) of the Code) maintained by
   the Participant's Employer to exceed the lesser of:

             (i)  $50,000, reduced by the excess (if any) of:

             (A)  the highest outstanding balance of loans from the
        Plan and such plans to the Participant during the one-year
        period ending on the day before the date such loan is made,
        over

             (B)  the outstanding balance of loans from the Plan and
        such plans to the Participant on the date on which such loan
        is made; or

             (ii) fifty percent (50%) of the vested portion of the
        Adjusted Balance of the Participant's Accounts.  For purposes of
        this clause, the Adjusted Balance of the Accounts of the
        Participant shall be determined as of the valuation of such
        Accounts most recently available as of the date the loan is
        effective.

             8.3  REPAYMENT OF LOANS.  Any loan made under this Article
   shall mature and be payable in full on a date elected by the borrowing
   Participant that (a) in the case of a loan which does not exceed
   $2,000, is within three (3) years from the date such loan is made, (b)
   in the case of a loan which exceeds $2,000, but does not exceed
   $3,000, is within four (4) years from the date such loan is made, and
   (c) in the case of a loan which exceeds $3,000, is within five (5)
   years from the date such loan is made.  Notwithstanding the foregoing,
   in the case of a loan used to acquire any dwelling unit that within a
   reasonable time after the loan is made is to be used (determined at
   the time the loan is made) as the Participant's principal residence,
   the terms specified in clauses (a) and (b) above apply, but in
   addition, such loans shall mature and be payable on the date elected
   by the borrowing Participant that (i) in the case of such a loan which
   exceeds $3,000, but does not exceed $4,000, is within five (5) years


   
<PAGE>  145

   from the date such loan is made, (ii) in the case of such a loan which
   exceeds $4,000, but does not exceed $5,000, is within six (6) years
   from the date such loan is made, (iii) in the case of such a loan
   which exceeds $5,000, but does not exceed $6,000, is within seven (7)
   years from the date such loan is made, (iv) in the case of such a loan
   which exceeds $6,000, but does not exceed $7,000, is within eight (8)
   years from the date the loan is made, (v) in the case of such a loan
   which exceeds $7,000, but does not exceed $8,000, is within nine (9)
   years from the date the loan is made, and (vi) in the case of such a
   loan which exceeds $8,000, is within ten (10) years from the date the
   loan is made. 

             8.4  TERMS.  (a)  Loans to Participants shall be made
   according to the following terms:

             (i)  the minimum principal amount of any loan, at the time
        it is made, shall be $1,000.

             (ii) proceeds of the loan shall be disbursed to a Partici-
        pant no later than sixty (60) days after he has applied for the
        loan in accordance with procedures established by the Committee;

             (iii)     each loan shall be adequately secured, provided
        that such security shall not include a portion in excess of fifty
        percent (50%) of the vested portion of the Adjusted Balance of
        the Participant's Accounts as of the date the loan is effective;

             (iv) interest shall be charged on a loan at a rate that is
        commensurate with the interest rates charged by persons in the
        business of lending money for loans that would be made under
        similar circumstances.  The Committee shall determine a
        reasonable rate of interest based on the foregoing;

             (v)  payments of principal and interest shall be made
        through payroll deductions, which deductions shall be irrevocably
        authorized by the borrowing Participant in writing on a form
        supplied by the Committee at the time the loan is made to him,
        and such payroll deductions shall be sufficient to amortize the
        principal and interest payable pursuant to the loan during the
        term thereof on a substantially level basis in equal installments
        (but not less frequently than quarterly).  In the case of a
        Former Participant, payment of principal and interest shall be
        made by personal payment in quarterly or more frequent
        installments according to procedures established by the
        Committee;

             (vi) the borrowing Participant shall have the right to
        prepay all (but not a portion) of the interest and principal of
        such loan without penalty;

             (vii)     the loans shall be evidenced by such forms of
        obligations, and shall be made upon such additional terms as to
        default, prepayment, security and otherwise as the Committee
        shall determine; and


   
<PAGE>  146

             (viii)    the Committee may charge a borrowing Participant
        reasonable administrative fees (payable to the Plan), on a
        nondiscriminatory basis, with respect to each loan.

             (b)  The entire unpaid balance of any loan made under this
   Article and all interest due thereon, including all arrearages
   thereon, shall immediately become due and payable without further
   notice or demand, if with respect to the borrowing Participant, any of
   the following events of default occurs:

             (i)  any payment of principal and/or accrued interest on the
        loan remains due and unpaid for a period of thirty (30) days
        after the same becomes due and payable under the terms of the
        loan;

             (ii) a proceeding in bankruptcy, receivership or insolvency
        is commenced by or against the borrowing Participant;

             (iii)     the employment of the borrowing Participant with
        all Employers is terminated for any reason and the Participant
        does not become a Former Participant (except to the extent
        inconsistent with Section 401(a) of the Code); provided, however,
        that in the case of a Participant who terminates employment with
        an Employer but immediately commences employment with the
        purchaser of substantially all of the stock or assets of such
        Employer and continues employment with such purchaser, any such
        unpaid balance shall become due and payable pursuant to this
        subsection (b) upon the expiration of a reasonable period of time
        (as prescribed by the Committee) following the purchase of the
        Employer's stock or assets.  During such period, the Participant
        shall continue to make payments of the principal and interest
        through payroll deductions pursuant to subsection 8.3(v) of the
        Plan, or by such other method deemed appropriate by the
        Committee.

             (iv) the borrowing Participant attempts to make an
        assignment, for the benefit of creditors, of any security for the
        loan; or

             (v)  the borrowing Participant becomes a Former Participant
        and thereafter receives a distribution of the vested portion of
        the Adjusted Balance of his Accounts (except to the extent
        inconsistent with Section 401(a) of the Code).

   Any payments of principal and/or interest on the loan not paid when
   due shall bear interest thereafter, to the extent permitted by law, at
   the rate specified by the terms of the loan.  The payment and
   acceptance of any sum or sums at any time on account of the loan after
   an event of default, or any failure to act or enforce the rights
   granted hereunder upon an event of default, shall not be a waiver of
   the right of acceleration set forth in this paragraph.

             (c)  If an event of default and an acceleration of the
   unpaid balance of the loan and interest due thereon shall occur, the
   Committee shall direct the Trustee to pursue any remedies available to


   
<PAGE>  147

   a creditor at law or under the terms of the loan, including the right
   to execute on the security for the loan; provided, however, that
   neither the Trustee nor the Committee may execute on any amount in the
   borrowing Participant's Savings Account at any time prior to the time
   that a distribution of the Account could occur consistent with the
   provisions of Section 7.14 of the Plan.

             (d)  Each such loan shall be a first lien against the vested
   portion of the Adjusted Balances of the Accounts of the borrowing
   Participant, unless the Committee shall accept other security.  If: 
   (i) any portion of a loan shall be outstanding; and (ii) an event
   occurs pursuant to which the Participant or his estate or his Bene-
   ficiaries will receive a distribution or withdrawal from the Accounts
   of such Participant under the provisions of the Plan, then such
   distribution or withdrawal shall, to the extent necessary to liquidate
   the unpaid portion of the loan, be made to the Trustee as payment on
   the loan or loans.  No distribution or withdrawal shall be made to a
   Participant or his estate or his Beneficiaries from his Accounts in an
   amount greater than the excess of the portion of his Accounts
   otherwise distributable over the aggregate of the amounts owing with
   respect to such loan plus interest, if any, thereon.

             (e)  All loans made pursuant to this Article shall be funded
   from the vested portion of the Adjusted Balance of the borrowing
   Participant's Accounts as set forth in Section 8.2(b).  The Accounts
   of a Participant shall, to the extent used to fund such loan, not
   participate in the allocation of earnings and losses pursuant to Sec-
   tion 6.9 or Article XI.  All principal and interest paid by a
   Participant with respect to a loan shall be credited to the borrowing
   Participant's Accounts and shall not be allocated pursuant to Section
   6.9 as earnings of the Investment Funds.  All payments of principal
   and interest made by a Participant with respect to a loan shall be
   allocated to one or more of the Investment Funds in the same ratio as
   the allocation of the Participant's Earnings Deferral Contributions to
   such Investment Funds, which is in effect pursuant to Section 11.3 at
   the time such payment is received by the Trustee.  If no allocation
   direction is in effect at the time such payment is received, the
   payments shall be allocated based upon the last such allocation
   direction which was in effect for such Participant.  If no such
   allocation direction was in effect at any time, such payment shall be
   allocated on a pro rata basis to each of the Investment Funds
   described in the schedule attached to the Trust Agreement.


                                 ARTICLE IX

                             PLAN ADMINISTRATION
                             -------------------

             9.1  COMPANY RESPONSIBILITY.  The Company shall be respon-
   sible for and shall control and manage the operation and
   administration of the Plan.  It shall be the "Plan Administrator" and
   "Named Fiduciary" for purposes of ERISA and shall be subject to
   service of process on behalf of the Plan.  The Company shall appoint a
   Committee of two or more persons to be known as the Retirement


   
<PAGE>  148

   Committee and to act on behalf of the Company in performing these
   duties.  The Company shall advise the Trustee in writing of the names
   of the Committee members and of changes in membership from time to
   time.

             9.2  POWERS AND DUTIES OF COMMITTEE.  The Committee shall
   administer the Plan in accordance with its terms and shall have all
   powers necessary to carry out the provisions of the Plan.  The
   Committee shall direct the Trustee concerning all payments which shall
   be made out of the Trust pursuant to the Plan.  The Committee shall
   interpret the Plan and shall determine all questions arising in the
   administration, interpretation, and application of the Plan, including
   but not limited to, questions of eligibility and the status and rights
   of Participants, Beneficiaries, Surviving Spouses and other persons. 
   Any such determination by the Committee shall presumptively be
   conclusive and binding on all persons.  The regularly kept records of
   an Employee's Employer shall be conclusive and binding upon all
   persons with respect to an Employee's age, time and amount of Com-
   pensation and Earnings and the manner of payment thereof, and all
   other matters contained therein relating to Employees.  All rules and
   determinations of the Committee shall be uniformly and consistently
   applied to all persons in similar circumstances.

             9.3  RECORDS AND REPORTS OF COMMITTEE.  The Committee shall
   keep all such books of account, records, and other data as may be
   necessary for proper administration of the Plan.  The Committee shall
   notify the Trustee of any action taken by the Committee and, when
   required, shall notify any other interested person or persons.

             9.4  ORGANIZATION AND OPERATION OF COMMITTEE.  (a) The Com-
   mittee shall act by majority vote of its members at the time in
   office, and such action may be taken either by a vote at a meeting or
   in writing without a meeting.  The signature of any one of the members
   will be sufficient to authorize Committee action.

             (b)  The Committee may authorize any one of the members or
   any other person to execute any document on behalf of the Committee,
   in which event the Committee shall notify the Trustee in writing of
   such action and the name or names of such member or person.  The
   Trustee thereafter shall accept and rely upon any document executed by
   such member or persons as representing action by the Committee, until
   the Committee shall file with the Trustee a written revocation of such
   designation.

             (c)  The Committee may adopt such bylaws and regulations as
   it deems desirable for the conduct of its affairs and may appoint such
   accountants, counsel, specialists, and other persons as it deems
   necessary or desirable in connection with the administration of the
   Plan.  The Committee shall be entitled to rely conclusively upon, and
   shall be fully protected by the Company in any action taken by it in
   good faith in relying upon, any opinions or reports that shall be
   furnished to it by any such accountant, counsel, or other specialist.

             9.5  CLAIMS PROCEDURE.  Claims for benefits under the Plan
   shall be made in writing to the Committee.  In the event a claim for


   
<PAGE>  149

   benefits is wholly or partially denied by the Committee, the Committee
   shall, within a reasonable period of time, but no later than ninety
   (90) days after receipt of the claim, notify the claimant in writing
   of the denial of the claim.  If the claimant shall not be notified in
   writing of the denial of the claim within ninety (90) days after it is
   received by the Committee, the claim shall be deemed denied.  A notice
   of denial shall be written in a manner calculated to be understood by
   the claimant, and shall contain (a) the specific reason or reasons for
   denial of the claim, (b) a specific reference to the pertinent Plan
   provisions upon which the denial is based, (c) a description of any
   additional material or information necessary for the claimant to
   perfect the claim, together with an explanation of why such material
   or information is necessary, and (d) an explanation of the Plan's
   review procedure.  Within sixty (60) days of the receipt by the
   claimant of the written notice of denial of the claim, or within sixty
   (60) days after the claim is deemed denied as set forth above, if ap-
   plicable, the claimant may file a written request with the Committee
   that it conduct a full and fair review of the denial of the claimant's
   claim for benefits, including the conducting of a hearing, if deemed
   necessary by the Committee.  In connection with the claimant's appeal
   of the denial of his benefit, the claimant may review pertinent
   documents and may submit issues and comments in writing.  The
   Committee shall render a decision on the claim appeal promptly, but
   not later than sixty (60) days after the receipt of the claimant's
   request for review, unless special circumstances (such as the need to
   hold a hearing, if necessary), require an extension of time for
   processing, in which case the sixty (60) day period may be extended to
   one hundred and twenty (120) days.  The Committee shall notify the
   claimant in writing of any such extension.  The decision upon review
   shall (a) include specific reasons for the decision, (b) be written in
   a manner calculated to be understood by the claimant and (c) contain
   specific references to the pertinent Plan provisions upon which the
   decision is based.

             9.6  EXPENSES.  All proper expenses related to the Trustee
   and recordkeeping fees in connection with the operation of the Plan,
   including check charges for distributions made under Article VII of
   the Plan, shall be paid by the Company.  Costs relating to de minimis
   corrective adjustments to Participants' Accounts or Investment Funds
   shall be deemed administrative expenses of the Plan and shall first be
   paid out of forfeitures allocable under Section 6.10, and then out of
   amounts described in subsection 6.9(c).  All other  costs, including
   costs and expenses of litigation involving the Plan and losses, if
   any, of the Plan of any kind or character, shall be deemed expenses of
   the Plan and shall be borne by the Plan, and paid out of the Plan
   assets, except to the extent the Board elects to have such expenses
   paid directly by the Company.


   
<PAGE>  150

                                  ARTICLE X

                               TRUST AGREEMENT
                               ---------------

             10.1 ESTABLISHMENT OF TRUST.  A Trust has been created and
   shall be maintained for the purposes of the Plan.  All contributions
   under the Plan shall be paid into the Trust.  The Trust Fund shall be
   held, invested and disposed of by the Trustee from time to time acting
   in accordance with the Trust Agreement.  All withdrawals and
   distributions payable under the Plan shall be paid solely from the
   Trust Fund.


                                 ARTICLE XI

                              INVESTMENT FUNDS
                              ----------------


             11.1 INVESTMENT FUNDS.  The Adjusted Balance of each Parti-
   cipant's Savings Account, Transfer Account, Matching Contributions
   Account, Rogers Account, Sanford Account, Anchor Account, Intercraft
   Account and Levolor Account shall be invested in the various
   Investment Funds described in the schedule attached to the Trust
   Agreement.

             11.2 INITIAL INVESTMENT.  All Earnings Deferral
   Contributions, Matching Contributions and Rollover Contributions
   received by the Trustee shall be allocated among the Investment Funds
   no later than the close of business of the business day next following
   receipt by the Trustee of such Contributions in accordance with
   Participants' selection of Investment Funds pursuant to Section 11.3. 
   In the event that Contributions cannot be allocated among the
   Investment Funds on the business day next following receipt by the
   Trustee, such Contributions shall be initially invested in such short
   term investment obligations as are selected by the Trustee pending
   such allocation.

             11.3 SELECTION OF INVESTMENT FUNDS.  (a)  Each Participant
   shall  complete an investment election form provided by the Committee
   directing that his Earnings Deferral Contributions, Matching
   Contributions and Rollover Contribution be invested, in specified
   multiples of ten percent (10%), in any of the Investment Funds.

             (b)  Each Participant shall have the right to modify the
   direction made in paragraph (a) above with respect to subsequent
   Earnings Deferral Contributions, Matching Contributions and Rollover
   Contributions under the Plan.

             (c)  Each Participant shall have the right to direct that
   the portion of his Savings Account, Transfer Account, Matching
   Contributions Account, Rogers Account, Sanford Account, Anchor
   Account, Intercraft Account and Levolor Account held in any one
   Investment Fund be transferred, in whole or in part, to any other


   
<PAGE>  151

   Investment Fund.  This direction shall not be made more than one time
   each month, and shall be made by designating the whole percentage of
   the Adjusted Balance of such Accounts that is to be divided among the
   various applicable Funds as of the date set forth in paragraph (d)
   next below.

             (d)  Any direction by a Participant pursuant to this Section
   shall be given to the Committee or to the recordkeeper acting on
   behalf of the Trustee.  Any such direction given to the Committee
   shall be effective as of the Participant's next Wage Payment Period
   designated by him if such direction, on such forms as shall be
   required by the Committee is received within a reasonable time, as
   prescribed by the Committee, prior to the beginning of such Period.  
   Any such direction given to the recordkeeper shall be pursuant to
   rules it establishes, and shall be given no later than the close of
   business on the business day preceding the business day for which such
   direction is to be given effect.

             (e)  The recordkeeper as shall be appointed by the Committee
   shall separately account for the interests of each Participant in the
   several Investment Funds.  Each Investment Fund may be invested as a
   single fund, however, without segregation of Fund assets to represent
   the interests of Participants.

             (f)  The portion of any Account invested in the Newell
   Common Stock Fund will be charged a fee of $.05 per each equivalent
   share of Newell Common Stock at the time it is credited to such
   Account.

             11.4 INVESTMENT OF ANCHOR ACCOUNT.  (a)  Within a reasonable
   time prior to January 1, 1989, each Participant who was expected to
   have an Anchor Account established under the Plan was given the
   opportunity to direct that his Anchor Account be invested, in
   specified multiples of ten percent (10%), in any of the Investment
   Funds.

             (b)  Each Participant for whom an Anchor Account has been
   established shall have the right to direct a transfer of amounts held
   in any one Investment Fund to any other Investment Fund in accordance
   with the provisions of Section 11.3(c).

             11.5 REGISTRATION  OF NEWELL COMMON STOCK.  All shares of
   Newell Common Stock acquired by the Trustee shall be held in the
   possession of the Trustee until disposed of pursuant to provisions of
   the Plan and Trust.  Such securities may be registered in the name of
   the Trustee or its nominee or deposited with a depository. 

             11.6 INVESTMENT OF ROGERS ACCOUNT.  (a)  Within a reasonable
   time prior to the transfer of assets from the Rogers Plan, each
   Participant who was expected to have a Rogers Account established
   under the Plan was given the opportunity to direct that his Rogers
   Account be invested, in specified multiples of ten percent (10%), in
   any of the Investment Funds.


   
<PAGE>  152

             (b)  Each Participant for whom a Rogers Account has been
   established shall have the right to direct a transfer of amounts held
   in any one Investment Fund to any other Investment Fund in accordance
   with the provisions of Section 11.3(c).

             11.7 INVESTMENT OF SANFORD ACCOUNT.  (a)  Within a
   reasonable time prior to the transfer of assets from the Sanford Plan,
   each Participant who was expected to have a Sanford Account
   established under the Plan was given the opportunity to direct that
   his Sanford Account be invested, in specified multiples of ten percent
   (10%), in any of the Investment Funds.

             (b)  Each Participant for whom a Sanford Account has been
   established shall have the right to direct a transfer of amount held
   in any one Investment Fund to any other Investment Fund in accordance
   with the provisions of Section 11.3(c).

             11.8 INVESTMENT OF INTERCRAFT ACCOUNT.  (a)  Within a
   reasonable time prior to the transfer of assets from the Intercraft
   Plan, each Participant who was expected to have an Intercraft Account
   established under the Plan was given the opportunity to direct that
   his Intercraft Account be invested, in specified multiples of ten
   percent (10%), in any of the Investment Funds.

             (b)  Each Participant for whom an Intercraft Account has
   been established shall have the right to direct a transfer of amounts
   held in any one Investment Fund to any other Investment Fund in
   accordance with the provisions of Section 11.3(c).

             11.9 INVESTMENT OF LEVOLOR ACCOUNT.  (a)  Within a
   reasonable time prior to the transfer of assets from the Levolor Plan,
   each Participant who was expected to have an Levolor Account
   established under the Plan was given the opportunity to direct that
   his Levolor Account be invested, in specified multiples of ten percent
   (10%), in any of the Investment Funds.

             (b)  Each Participant for whom a Levolor Account has been
   established shall have the right to direct a transfer of amounts held
   in any one Investment Fund to any other Investment Fund in accordance
   with the provisions of Section 11.3(c).

             11.10     DEFAULT OF INVESTMENT ELECTION.  Any portion of a
   Participant's Account that as of May 1, 1993 was invested by the
   Trustee in the Merrill Lynch Ready Assets Fund due to the
   Participant's failure to direct the investment thereof pursuant to the
   terms of the Plan, to the extent identifiable, and all identifiable
   earnings thereon, shall be invested in accordance with the most recent
   investment election received from the Participant with respect to
   other amounts in his Account.  If no such investment election has been
   received from the Participant, such portion of his Account shall be
   divided equally and invested in each of the Investment Funds described
   in the schedule attached to the Trust Agreement, subject to the
   minimum amount requirements of each Fund, until such time as the
   Trustee is directed otherwise by the Participant.  Any portion of a
   Participant's Account that as of May 1, 1993 was invested in the


   
<PAGE>  153

   Merrill Lynch Ready Assets Fund due to the Participant's failure to
   direct the investment thereof pursuant to the terms of the Plan,
   including the earnings thereon, that are not identifiable shall remain
   invested in such Fund until the Trustee is directed otherwise by the
   Participant.


                                 ARTICLE XII

                          AMENDMENT AND TERMINATION
                         --------------------------

             12.1 AMENDMENT OF PLAN.  The Company shall have the right to
   amend the Plan at any time and from time to time by resolution of the
   Board, and all Employers and all persons  claiming any interest
   hereunder shall be bound thereby; provided, however, that no amendment
   shall have the effect of: (i) directly or indirectly divesting the
   interest of any Participant in any amount that he would have received
   had he terminated his employment with all Employers immediately prior
   to the effective date of such amendment, or the interest of any
   Beneficiary or Surviving Spouse as such interest existed immediately
   prior to the effective date of such amendment; (ii) directly or
   indirectly affecting the vested interest of a Participant under the
   Plan as determined by Sections 6.8 and 14.4 unless the conditions of
   Section 203(c) of ERISA are satisfied; (iii) vesting in any Employer
   any right, title or interest in or to any Trust assets; (iv) causing
   or effecting discrimination in favor of officers, shareholders, or
   Highly Compensated Eligible Employees; or (v) causing any part of the
   Plan assets to be used for any purpose other than for the exclusive
   benefit of the Participants and their Beneficiaries and Surviving
   Spouses.

             12.2 VOLUNTARY TERMINATION OF OR PERMANENT DISCONTINUANCE OF
   CONTRIBUTIONS TO THE PLAN.  The Company shall have the right to
   terminate the Plan in whole or in part, or to permanently discontinue
   contributions to the Plan, at any time by resolution of its Board and
   by giving written notice of such termination or permanent discontinu-
   ance to the Trustee.  Such resolution shall specify the effective date
   of termination or permanent discontinuance, which shall not be earlier
   than the first day of the Plan Year which includes the date of the
   resolution.

             12.3 INVOLUNTARY TERMINATION OF PLAN.  The Plan shall auto-
   matically terminate if the Company is legally adjudicated a bankrupt,
   makes a general assignment for the benefit of creditors, or is
   dissolved.  In the event of the merger or consolidation of the Company
   into or with any other corporation, respectively, or in the event
   substantially all of the assets of the Company shall be transferred to
   another corporation, the successor corporation resulting from the con-
   solidation or merger, or transfer of such assets, as the case may be,
   shall have the right to adopt and continue the Plan and succeed to the
   position of the Company hereunder.  If, however, the Plan is not so
   adopted within ninety (90) days after the effective date of such
   consolidation, merger or sale, the Plan shall automatically be deemed
   terminated as of the effective date of such transaction.  Nothing in


   
<PAGE>  154

   this Plan shall prevent the dissolution, liquidation, consolidation or
   merger of the Company, or the sale or transfer of all or substantially
   all of its assets.

             12.4 PAYMENTS ON TERMINATION OF, OR PERMANENT DISCONTINUANCE
   OF CONTRIBUTIONS TO, THE PLAN.  If the Plan is terminated as herein
   provided, or if it should be partially terminated, or upon the
   complete discontinuance of Employer  contributions to the Plan, the
   following procedure shall be followed, except that in the event of a
   partial termination it shall be followed only in case of those
   Participants, Beneficiaries and Surviving Spouses directly affected:

             (a)  The Committee may continue to administer the Plan, but
   if it fails to do so, its records, books of account and other
   necessary data shall be turned over to the Trustee and the Trustee
   shall act on its own motion as hereinafter provided.

             (b)  Notwithstanding any other provisions of the Plan all
   interests of Participants shall continue to be fully vested and
   nonforfeitable.

             (c)  The value of the Trust Fund and the Accounts of all
   Participants, Beneficiaries and Surviving Spouses shall be determined
   as of the date of termination or discontinuance.

             (d)  Distribution to Participants, Beneficiaries and
   Surviving Spouses shall be made at such time after termination of or
   discontinuance of contributions to the Plan as provided in Section 7.5
   above and not later than the time specified in Section 7.5.


                                ARTICLE XIII

                                MISCELLANEOUS
                                -------------

             13.1 DUTY TO FURNISH INFORMATION AND DOCUMENTS.  Partici-
   pants and their Beneficiaries and Surviving Spouses must furnish to
   the Committee and the Trustee such evidence, data or information as
   the Committee considers necessary or desirable for the purpose of
   administering the Plan, and the provisions of the Plan for each person
   are upon the condition that he will furnish promptly full, true, and
   complete evidence, data, and information requested by the Committee. 
   All parties to, or claiming any interest under, the Plan hereby agree
   to perform any and all acts, and to execute any and all documents and
   papers, necessary or desirable for carrying out the Plan and the
   Trust.

             13.2 STATEMENTS AND AVAILABLE INFORMATION.  The Committee
   shall advise its Employees of the eligibility requirements and
   benefits under the Plan.  As soon as practicable after the end of each
   calendar year, the Committee shall provide each Participant, and each
   former Participant and Beneficiary or Surviving Spouse with respect to
   whom an Account is maintained, with a statement reflecting  the
   current status of his Accounts including the Adjusted Balance thereof. 


   
<PAGE>  155

   No Participant shall have the right to inspect the records reflecting
   the Account of any other Participant.  The Committee shall make
   available for inspection at reasonable times by Participants and Bene-
   ficiaries or Surviving Spouses, copies of the Plan, any amendments
   thereto, Plan summary, and all reports of Plan and Trust operations
   required by law.

             13.3 NO ENLARGEMENT OF EMPLOYMENT RIGHTS.  Nothing contained
   in the Plan shall be construed as a contract of employment between any
   Employer and any person, nor shall the Plan be deemed to give any
   person the right to be retained in the employ of any Employer or limit
   the right of any Employer to employ or discharge any person with or
   without cause, or to discipline any Employee.

             13.4 APPLICABLE LAW.  All questions pertaining to the
   validity, construction and administration of the Plan shall be
   determined in conformity with the laws of Illinois to the extent that
   such laws are not preempted by ERISA and valid regulations published
   thereunder.

             13.5 NO GUARANTEE.  None of the Trustee, the Committee and
   any Employer in any way guarantees the Trust Fund from loss or
   depreciation nor the payment of any benefits which may be or become
   due to any person from the Trust Fund.  No Participant or other person
   shall have any recourse against the Trustee, the Committee or any
   Employer if the Trust Fund is insufficient to provide Plan benefits in
   full.  Nothing herein contained shall be deemed to give any
   Participant, former Participant, or Beneficiary or Surviving Spouse an
   interest in any specific part of the Trust Fund or any other interest
   except the right to receive benefits out of the Trust Fund in ac-
   cordance with the provisions of the Plan and Trust.

             13.6 UNCLAIMED FUNDS.  Each Participant shall keep the Com-
   mittee informed of his current address and the current address of his
   Surviving Spouse, Beneficiary or Beneficiaries.  None of the
   Committee, the Trustee and any Employer shall be obligated to search
   for the whereabouts of any person.  If the location of a Participant
   is not made known to the Committee within three years after the date
   on which distribution of the Participant's accounts may first be made,
   distribution may be made as though the Participant had died at the end
   of the three-year period.  If, within one additional year after such
   three year period has elapsed, or, within three years after the actual
   death of a Participant, the Committee is unable to locate any indi-
   vidual who would receive a distribution under the Plan upon the death
   of the Participant pursuant to Section 7.2 of the Plan, the Adjusted
   Balance in the Participant's Account shall be deemed a forfeiture and
   shall be used to reduce Matching Contributions to the Plan for the
   Plan Year next following the year in which the forfeiture occurs and
   for succeeding years to the extent necessary; provided, however, that
   in the event that the Participant or a Beneficiary or Surviving Spouse
   makes a valid claim for any amount that has been forfeited, the
   benefits that have been forfeited shall be reinstated.

             13.7 MERGER OR CONSOLIDATION OF PLAN.  Any merger or
   consolidation of the Plan with another plan, or transfer of Plan


   
<PAGE>  156

   assets or liabilities to any other plan, shall be effected in
   accordance with such regulations, if any, as may be issued pursuant to
   Section 208 of ERISA, in such a manner that each Participant in the
   Plan would receive, if the merged, consolidated or transferee plan
   were terminated immediately following such event, a benefit which is
   equal to or greater than the benefit he would have been entitled to
   receive if the Plan had terminated immediately before such event.

             13.8 INTEREST NON-TRANSFERABLE.  (a)  Except as provided in
   Article VIII of the Plan, no interest of any person or entity in, or
   right to receive distributions from, the Trust Fund shall be subject
   in any manner to sale, transfer, assignment, pledge, attachment,
   garnishment, or other alienation or encumbrance of any kind; nor may
   such interest or right to receive distributions be taken, either
   voluntarily or involuntarily, for the satisfaction of the debts of, or
   other obligations or claims against, such person or entity, including
   claims for alimony, support, separate maintenance and claims in
   bankruptcy proceedings.  The Account of any Participant, however,
   shall be subject to and payable in accordance with the applicable
   requirements of any qualified domestic relations order, as that term
   is defined in Section 206(d)(3) of ERISA, and the Committee shall
   direct the Trustee to provide for payment from a Participant's Account
   in accordance with such order and with the provisions of Section
   206(d)(3) of ERISA and any regulations promulgated thereunder.  All
   such payments pursuant to a qualified domestic relations order shall
   be subject to reasonable rules and regulations promulgated by the
   Committee respecting the time of payment pursuant to such order and
   the valuation of the Participant's Account from which payment is made;
   provided, that all such payments are made in accordance with such
   order and Section 206(d)(3).  A payment from a Participant's Account
   may be made to an alternate payee (as defined in Section 414(p)(8) of
   the Code) prior to the date the Participant reaches his earliest
   retirement age (as defined in Section 414(p)(4)(B) of the Code) if
   such payments are made pursuant to a qualified domestic relations
   order.  The balance of an Account that is subject to any qualified
   domestic relations order shall be reduced by the amount of any payment
   made pursuant to such order.  

             (b)  Notwithstanding paragraph (a) next above, if any
   Participant borrows money pursuant to Article VIII of the Plan, the
   Trustee and the Committee shall have all rights to collect upon such
   indebtedness as are granted pursuant to Article VIII of the Plan and
   any agreements or documents executed in connection with such loan.

             13.9 PRUDENT MAN RULE.  Notwithstanding any other provision
   of the Plan and the Trust Agreement, the Trustee and the Committee
   shall exercise their powers and discharge their duties under the Plan
   and the Trust Agreement for the exclusive purpose of providing
   benefits to Employees and their Beneficiaries and Surviving Spouses,
   and shall act with the care, skill, prudence and diligence under the
   circumstances that a prudent man acting in a like capacity and
   familiar with such matters would use in the conduct of an enterprise
   of a like character and with like aims.  Subject to the terms of the
   preceding sentence and the provisions of Article XI, the Trustee shall
   diversify investments of the Trust Fund so as to minimize the risk of


   
<PAGE>  157

   large losses, unless under the circumstances it is clearly prudent not
   to do so.

             13.10     LIMITATIONS ON LIABILITY.  Notwithstanding any
   other provisions of the Plan or the Trust, none of the Trustees, the
   Committee, any member thereof, any Employer or Affiliated Employer and
   each individual acting as an employee or agent of any of them shall be
   liable to any Participant, former Participant, Beneficiary, or
   Surviving Spouse for any claim, loss, liability or expense incurred in
   connection with the Plan or the Trust, except when the same shall have
   been judicially determined to be a result of liability under Part 4 of
   Title I of ERISA or due to the gross negligence or willful misconduct
   of such person.  The Company shall indemnify and hold harmless each
   Trustee, Committee member, employee of the Company, or any individual
   acting as an employee or agent of any of them or the Company (to the
   extent not indemnified or held harmless under any liability insurance
   or any other indemnification arrangement with respect to the Plan or
   the Trust) from any and all claims, losses, liabilities, costs and
   expense (including attorneys' fees) arising out of any actual or
   alleged act or failure to act with respect to the administration of
   the Plan or the Trust, except that no indemnification or defense shall
   be provided to any person with respect to conduct which has been
   judicially determined, or agreed by the parties, to have constituted
   bad faith or willful misconduct on the part of such person, or to have
   resulted in his receipt of personal profit or advantage to which he is
   not entitled.  In connection with the indemnification provided by the
   preceding sentence, expenses incurred in defending a civil or criminal
   action, suit or proceeding, or incurred in connection with a civil or
   criminal investigation, may be paid by the Company in advance of the
   final disposition of such action, suit, proceeding, or investigation,
   as authorized by the Board in the specific case, upon receipt of an
   undertaking by or on behalf of the party to be indemnified to repay
   such amount, unless it shall ultimately be determined that he is
   entitled to be indemnified by the Company pursuant to this Section. 
   The preceding provisions of this Section shall not apply to any
   claims, losses, liabilities, costs and expenses arising out of any
   actual or alleged act or failure to act of a Participant, or any
   individual acting as an employee or agent of a Participant, in the
   selection of investment media for his Account, or the investment of
   the assets in his Account.

             13.11     HEADINGS.  The headings in this Plan are inserted
   for convenience of reference only and are not to be considered in
   construction of the provisions hereof.

             13.12     GENDER AND NUMBER.  Except when otherwise required
   by the context, any masculine terminology in this document shall
   include the feminine, and any singular terminology shall include the
   plural.

             13.13     ERISA AND APPROVAL UNDER INTERNAL REVENUE CODE.
   This Plan is intended to qualify as a Plan and Trust meeting the
   requirements of Sections 401 and 501(a) of the Code, as now in effect
   or hereafter amended, so that the income of the Trust Fund may be
   exempt from taxation under Section 501(a) of the Code, contributions


   
<PAGE>  158

   of the Company under the Plan may be deductible for Federal income tax
   purposes under Section 404 of the Code, and amounts subject to Long-
   Term Savings Agreements are not treated as distributed to Participants
   for Federal income tax purposes under Section 402(a)(8) of the Code,
   all as now in effect or hereafter amended.  Any modification or
   amendment of the Plan and/or Trust may be made retroactively, as
   necessary or appropriate, to establish and maintain such qualification
   and to meet any requirement of the Code or ERISA.

             13.14     EXCLUSIVE BENEFIT OF EMPLOYEES.  All contributions
   made pursuant to the Plan shall be held by the Trustee in accordance
   with the terms of the Trust Agreement for the exclusive benefit of
   those Employees who are Participants under the Plan, including former
   Participants and their Beneficiaries and Surviving Spouses, and shall
   be applied to provide benefits under the Plan and to pay expenses of
   administration of the Plan and the Trust, to the extent that such
   expenses are not otherwise paid.  At no time prior to the satisfaction
   of all liabilities with respect to such Employees and their Bene-
   ficiaries shall any part of the Trust Fund (other than such part as
   may be required to pay administration expenses and taxes), be used
   for, or diverted to, purposes other than for the exclusive benefit of
   such Employees and their Beneficiaries and Surviving Spouses. 
   However, without regard to the provisions of this Section
   13.14:  (a) if any contribution under the Plan is conditioned on
   initial qualification of the Plan under Section 401 of the Code and if
   the Plan receives an adverse determination with respect to its initial
   qualification, nothing in this Section 13.14 shall prohibit the return
   of such contribution to the Employers within one calendar year after
   such determination, but only if the application for determination is
   made by the time prescribed by law for filing the Company's return for
   the taxable year in which the Plan is adopted, or such later date as
   the Secretary of the Treasury may prescribe, (b) if a contribution is
   conditioned upon the deductibility of the contribution under
   Section 404 of the Code, then, to the extent the deduction is
   disallowed, the Trustee shall, upon written request of an Employer,
   return the contribution (to the extent disallowed), to the Employer
   within one year after the date the deduction is disallowed; and (c) if
   a contribution or any portion thereof is made by an Employer by a
   mistake of fact, the Trustee shall, upon written request of the
   Employer, return the contribution or such portion to the Employer
   within one year after the date of payment to the Trustee; and (d)
   earnings attributable to amounts to be returned to an Employer
   pursuant to (b) or (c) above shall not be returned, and losses
   attributable to amounts to be returned pursuant to (b) or (c) shall
   reduce the amount so returned.

             13.15     EXTENSION OF PLAN TO AFFILIATED EMPLOYERS. 
   (a)  With the approval of the Board, any Affiliated Employer may adopt
   the Plan and become a party to the Trust Agreement, and may qualify
   its Employees to become Participants in the Plan, by taking proper
   action to adopt the Plan. Any Affiliated Employer that adopts the Plan
   shall become an Employer hereunder.

             (b)  The Plan will terminate with respect to any Affiliated
   Employer that has adopted the Plan pursuant to this Section, or that


   
<PAGE>  159

   is listed in Appendix A hereto, if the Affiliated Employer ceases to
   be an Affiliated Employer, revokes its adoption of the Plan by
   appropriate corporate action, permanently discontinues its contribu-
   tions on behalf of its Eligible Employees, is judicially declared
   bankrupt, makes a general assignment for the benefit of creditors, or
   is dissolved.  If the Plan is terminated or contributions are
   discontinued with respect to any Affiliated Employer the provisions of
   Article XII shall apply to the interest in the Plan of the Employees
   of such Affiliated Employer, and their Beneficiaries and Surviving
   Spouses.

             (c)  The Company shall act as the agent for each Affiliated
   Employer that adopts the Plan, or that is listed in Appendix A hereto,
   for all purposes of administration thereof.

             13.16     SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934. 
   Notwithstanding anything to the contrary contained in the Plan, in no
   event shall any provision hereof be given effect to the extent that
   such provision may result in a violation of Section 16 of the
   Securities Exchange Act of 1934 or the rules promulgated thereunder. 
   The Committee shall have the sole discretion to establish, adopt and
   modify administrative procedures to insure compliance with Section 16
   and all related rules, which procedures shall be binding on all
   Participants.

             13.17     SEVERABILITY.  Each of the Sections contained in
   the Plan shall be enforceable independently of every other Section in
   the Plan, and the invalidity or nonenforceability of any Section shall
   not invalidate or render nonenforceable any other section contained
   herein.  If any Section or provision in a Section is found invalid or
   unenforceable, it is the intent of the parties that a court of
   competent jurisdiction shall reform the Section or provisions to
   produce its nearest enforceable economic equivalent.


                                 ARTICLE XIV

                            TOP-HEAVY PROVISIONS
                            --------------------

             14.1 TOP-HEAVY STATUS.  The provisions of this Article shall
   not apply to the Plan with respect to any Plan Year for which the Plan
   is not Top-Heavy (except as provided in paragraphs (b) and (c) of
   Section 14.4).  If the Plan is or becomes Top-Heavy in any Plan Year,
   the provisions of this Article XIV will supersede any conflicting
   provisions elsewhere in the Plan.

             14.2 DEFINITIONS.  For purposes of this Article XIV, the
   following words and phrases shall have the meanings stated below
   unless a different meaning is plainly required by the context:

             (a)  "Compensation" shall, solely for purposes of this
   Article XIV, have the meaning set forth in Section 414(q)(7) of the
   Code.  In no event shall the Compensation taken into account for a
   Participant under the Plan for any Plan Year exceed (a) $200,000 (or


   
<PAGE>  160

   such greater amount provided pursuant to Section 401(a)(17) of the
   Code), in Plan Years commencing on and after January 1, 1989 and prior
   to January 1, 1994.  For Plan Years commencing on and after January 1,
   1994, subsections 1.14(b) through (d) shall apply with respect to
   Compensation for purposes of this Article XIV.

             (b)  "Determination Date" shall mean, with respect to any
   Plan Year: (i) the last day of the preceding Plan Year, or (ii) in the
   case of the first Plan Year of the Plan, the last day of such Plan
   Year.

             (c)  "Key Employee" shall mean an Employee meeting the
   definition of "key employee" contained in Section 416(i)(1)  of the
   Code and the Treasury Regulations and other governmental releases
   interpreting said Section.  For purposes of applying such definition,
   "Compensation" shall have the meaning set forth in Section 14.2(a)
   above.

             (d)  "Non-key Employee" shall mean any Employee who is not a
   Key Employee.

             (e)  "Permissive Aggregation Group Plan" shall mean any plan
   of the Company or an Affiliated Employer that is not in the Required
   Aggregation Group and that, when considered with the Required Aggre-
   gation Group Plans, meets the requirements of Section 401(a)(4) and
   410 of the Code.

             (f)  "Required Aggregation Group Plan" shall mean (1) each
   plan of the Company or an Affiliated Employer in which a Key Employee
   is a participant, and (2) each other plan of the Company or an
   Affiliated Employer that enables any plan described in (1) to meet the
   requirements of Sections 401(a)(4) and 410 of the Code.

             (g)  "Valuation Date" shall mean with respect to a
   particular Determination Date, the most recent date for valuation of
   the Investment Fund occurring within a twelve (12) month period ending
   on the applicable Determination Date and used for computing Plan costs
   for purposes of the minimum funding requirements of the Code.

             14.3 DETERMINATION OF TOP-HEAVY STATUS.  (a)  The Plan will
   be "Top-Heavy" with respect to any Plan Year if, as of the
   Determination Date applicable to such Year, the ratio of the Adjusted
   Balances in the Accounts of Key Employees (determined as of the
   Valuation Date applicable to such Determination Date) to the Adjusted
   Balances in the Accounts of all Employees (determined as of such
   Valuation Date) exceeds sixty percent (60%).  For purposes of
   computing such ratio, and for all other purposes of applying and
   interpreting this paragraph (a):  (i) the amount of the Accounts of
   any Employee shall be increased by the aggregate distributions made
   with respect to such Employee under the Plan during the five-year
   period ending on any Determination Date, (ii) benefits provided under
   all plans that are aggregated pursuant to (b) of this Section must be
   considered, and (iii) the provisions of Section 416 of the Code, and
   all Treasury Regulations and other governmental releases interpreting
   said Section shall be applied.  If any Employee has not performed


   
<PAGE>  161

   services for the Company or any Affiliated Employer at any time during
   the five-year period ending on any Determination Date, the balances of
   the accounts of such Employee shall not be taken into consideration
   for purposes of determining whether the Plan is Top-Heavy with respect
   to the Plan Year to which such Determination Date applies.

             (b)  For purposes of determining whether the Plan is Top -
   Heavy, all qualified retirement plans that are Required Aggregation
   Group Plans shall be aggregated.  All qualified retirement plans that
   are Permissive Aggregation Group Plans shall be aggregated only to the
   extent permitted by Section 416 of the Code and Treasury Regulations
   promulgated thereunder elected by the Company.

             14.4 VESTING.  (a)  If the Plan becomes Top-Heavy, the
   vested interest of a Participant in the portion of his Matching
   Contributions Account referred to in paragraph (d) below shall be
   determined in accordance with the following formula in lieu of the
   formula set forth in Section 6.8, unless the Participant would have a
   greater vested interest under Section 6.8:

                                       Vested         Forfeitable
             Years of Service         Percentage      Percentage
             ----------------         ----------      ------------

             Fewer than 2 years            0%             100%
             2 years                      20%              80%
             3 years                      40%              60%
             4 years                      60%              40%
             5 years or more             100%               0%

   For purposes of the above schedule, years of Service shall include all
   years of Service required to be counted under Section 411(a) of the
   Code, disregarding all years of Service permitted to be disregarded
   under Section 411(a)(4) of the Code.

             (b)  The vesting schedule set forth in paragraph (a) next
   above shall apply to all amounts allocated to a Participant's Matching
   Contributions Account while the Plan is Top-Heavy and during the
   period of time before the Plan becomes Top-Heavy.  This vesting
   schedule shall not apply to the Matching Contributions Account of any
   Employee who does not have an Hour of Service after the Plan becomes
   Top-Heavy.

             (c)  If the Plan becomes Top-Heavy and subsequently ceases
   to be Top-Heavy, the vesting schedule set forth in paragraph (a) of
   this Section shall automatically cease to apply, and the vesting
   provisions of Section 6.8 above shall automatically apply, with
   respect to all amounts allocated to a Participant's Matching
   Contributions Account for all Plan Years after the Plan Year with
   respect to which the Plan was last Top-Heavy.  For purposes of this
   paragraph (c), this change in vesting schedules shall only be valid to
   the extent that the conditions of Section 411(a)(10) of the Code are
   satisfied.


   
<PAGE>  162

             14.5 MINIMUM CONTRIBUTION.  For each Plan Year that the Plan
   is Top-Heavy, each Employer will contribute and allocate to the
   Savings Account of each Non-key Employee who is eligible to
   participate in the Plan and is employed by such Employer on the last
   day of such Plan Year an amount equal to the lesser of (i) three
   percent (3%) of such Participant's Compensation (as defined in Section
   14.2(a)) for such Plan Year and (ii) the largest percentage of
   Employer contributions and forfeitures, as a percentage of the Key
   Employee's Compensation (as defined in Section 14.2(a)), allocated to
   the Savings Account of any Key Employee for such Year.  The minimum
   contribution allocable pursuant to this Section 14.5 will be deter-
   mined without regard to any Earnings Deferral Contributions or
   contributions by an Employer for any Employee under the Federal Social
   Security Act.  A Non-key Employee will not be excluded from an
   allocation pursuant 

   to this Section merely because his Compensation is less than the
   stated amount.  A Non-key Employee who has become a Participant but
   who fails to complete at least 1,000 Hours of Service in a Plan Year
   in which the Plan is Top-Heavy shall not be excluded from an
   allocation pursuant to this Section.  A Non-key Employee who is a
   Participant in the Plan and who declined to elect to have Earnings
   Deferral Contributions made on his behalf under the Plan for the Plan
   Year shall receive an allocation for that Plan Year pursuant to this
   Section.

             14.6 MAXIMUM ALLOCATION.  For purposes of determining
   whether the Plan would be Top-Heavy if "90%" were substituted for
   "60%" each place it appears in paragraphs (1)(A) and (2)(B) of
   Section 416(g) of the Code, as required by Section 416(h) of the Code,
   all of the preceding provisions of this Article XV shall be applicable
   except that the phrase "90%" shall be substituted for the phrase "60%"
   where it appears in paragraph (a) of Section 14.3.  If, pursuant to
   the preceding sentence, it is determined that the Plan would be Top-
   Heavy if "90%" were so substituted for "60%," then for purposes of
   applying Sections 415(e) and 416(h) of the Code and Section 6.7 of the
   Plan to the allocations to the Accounts of any Participant for any
   Limitation Year, "1.0" shall be substituted for "1.25" in each
   applicable place in paragraphs (2)(B) and (3)(B) of Section 415(e) of
   the Code.

             14.7 COLLECTIVE BARGAINING AGREEMENTS.  The requirements of
   Sections 14.4 and 14.5 shall not apply with respect to any Participant
   included in a unit of employees covered by a collective bargaining
   agreement between employee representatives and the Company or an
   Affiliated Employer if retirement benefits were the subject of good
   faith bargaining between such employee representatives and the Company
   or an Affiliated Employer.

             14.8 PARTICIPATION IN MORE THAN ONE PLAN.  In the event that
   a Participant is simultaneously covered under this Plan, at a time
   when such Plan is Top-Heavy, and a defined benefit plan of the Company
   or an Affiliated Employer, at a time when the plan is Top-Heavy, the
   Participant shall be entitled only to the defined benefit minimum


   
<PAGE>  163

   under the defined benefit plan, and not to the defined contribution
   minimum under this Plan.

             IN WITNESS WHEREOF, the Company has caused the Plan to be
   executed in its name by a duly authorized officer this 12th day of
   July, 1993, effective as of May 1, 1993.

                                           NEWELL OPERATING COMPANY



                                           By____________________________


   
<PAGE>  164
                                                                EXHIBIT A
                                                                ---------

                           FIRST AMENDMENT TO THE
                NEWELL LONG TERM SAVINGS AND INVESTMENT PLAN
               (As Amended and Restated Effective May 1, 1993)


             WHEREAS, Newell Operating Company, a Delaware corporation,
   (the "Company") maintains the Newell Long-Term Savings and Investment
   Plan, as Amended and Restated Effective May 1, 1993 (the "Plan"); and

             WHEREAS, the Company has reserved the right to amend the
   Plan and now deems it appropriate to do so;

             NOW, THEREFORE, the Plan is hereby amended, effective as of
   May 1, 1993, except where otherwise specifically indicated, and with
   respect to each Employee who earns an Hour of Service on or after the
   applicable effective date, except where otherwise specifically
   indicated:

        1.   The first sentence of Section 1.14 of the Plan is hereby
             amended to read as follows:

        "'Compensation' means a Participant's total earnings from
        the Company and all Affiliated Employers paid during a Plan
        Year for services rendered, including the regular rate
        portion of overtime pay, commissions and any lump sum
        payments received in lieu of an increase in such
        Participant's base pay (as agreed upon by the Company and
        any collective bargaining unit during the term of the
        applicable collective bargaining agreement), but excluding
        any bonuses, the premium rate portion of overtime pay,
        moving expenses, automobile expenses, stock options,
        contributions or benefits under this Plan or any other
        pension, profit sharing, insurance, hospitalization or other
        plan or policy maintained by any Employer for the benefit of
        such Participant, and all other extraordinary and unusual
        payments."

        2.   Section 1.14 of the Plan is hereby amended, effective as of
   January 1, 1994, by deleting the second sentence and adding a final
   sentence to read as follows:

        "In no event shall the Compensation taken into account for
        an Employee under the Plan for any Plan Year exceed (a)
        $200,000 (or such greater amount provided pursuant to
        Section 401(a)(17) of the Code), in Plan Years commencing on
        and after January 1, 1989 and prior to January 1, 1994."

        3.   Section 1.14 of the Plan is further amended, effective
   January 1, 1994, by designating the first paragraph as subsection (a)
   and adding new subsections (b) through (d) to read as follows:




   
<PAGE>  165




             "(b) In addition to other applicable limitations set
        forth in the Plan and notwithstanding any other provision of
        the Plan to the contrary, for Plan Years beginning on or
        after January 1, 1994, the annual Compensation of each
        Participant taken into account under the Plan shall not
        exceed the OBRA '93 annual Compensation limit.  The OBRA '93
        annual Compensation limit is $150,000, as adjusted by the
        Commissioner for increases in the cost of living in
        accordance with Section 401(a)(17)(B) of the Code.  The
        cost-of-living adjustment in effect for a calendar year
        applies to any period, not exceeding 12 months, over which
        Compensation is determined (determination period) beginning
        in such calendar year.  If a determination period consists
        of fewer than 12 months, the OBRA '93 annual Compensation
        limit will be multiplied by a fraction, the numerator of
        which is the number of months in the determination period,
        and the denominator of which is 12.

             (c)  For Plan Years beginning on or after January 1,
        1994, any reference in this Plan to the limitation under
        Section 401(a)(17) of the Code shall mean the OBRA '93
        annual Compensation limit set forth in this provision.

             (d)  If Compensation for any prior determination period
        is taken into account in determining a Participant's
        benefits accruing in the current Plan Year, the Compensation
        for that prior determination period is subject to the OBRA
        '93 annual Compensation limit in effect for that prior
        determination period.   For this purpose, for determination
        periods beginning before the first day of the first Plan
        Year beginning on or after January 1, 1994, the OBRA '93
        annual Compensation limit is $150,000."

        4.   The second sentence of Section 1.15 of the Plan is hereby
   amended, effective as of January 1, 1994, to read as follows:

        "In no event shall the Earnings taken into account for an
        Employee under the Plan for any Plan Year exceed (a)
        $200,000 (or such greater amount provided pursuant to
        Section 401(a)(17) of the Code), in Plan Years commencing on
        and after January 1, 1989 and prior to January 1, 1994."

        5.   Section 1.15 of the Plan is further amended, effective
   January 1, 1994, by designating the first paragraph as subsection (a)
   and adding new subsections (b) through (d) to read as follows:

             "(b) In addition to other applicable limitations set
        forth in the Plan and notwithstanding any other provision of
        the Plan to the contrary, for Plan Years beginning on or
        after January 1, 1994, the annual Earnings of each
        Participant taken into account under the Plan shall not
        exceed the OBRA '93 annual Compensation limit.  The OBRA '93




   
<PAGE>  166



        annual Compensation limit is $150,000, as adjusted by the
        Commissioner for increases in the cost of living in
        accordance with Section 401(a)(17)(B) of the Code.  The
        cost-of-living adjustment in effect for a calendar year
        applies to any period, not exceeding 12 months, over which
        Earnings are determined (determination period) beginning in
        such calendar year.  If a determination period consists of
        fewer than 12 months, the OBRA '93 annual Compensation limit
        will be multiplied by a fraction, the numerator of which is
        the number of months in the determination period, and the
        denominator of which is 12.

             (c)  For Plan Years beginning on or after January 1,
        1994, any reference in this Plan to the limitation under
        Section 401(a)(17) of the Code shall mean the OBRA '93
        annual Compensation limit set forth in this provision.

             (d)  If Earnings for any prior determination period are
        taken into account in determining a Participant's benefits
        accruing in the current Plan Year, the Earnings for that
        prior determination period are subject to the OBRA '93
        annual Compensation limit in effect for that prior
        determination period.   For this purpose, for determination
        periods beginning before the first day of the first Plan
        Year beginning on or after January 1, 1994, the OBRA '93
        annual Compensation limit is $150,000."

        6.   Section 1.23 of the Plan is hereby amended, effective as of
   August 5, 1993, by amending subsection (c)(ii) to read as follows:

             "(ii)     in the case of Hours referred to in
        subsections (b) above and (d) below, for the computation
        period or periods in which the period during which no duties
        are performed occurs;"

        7.   Section 1.23 of the Plan is further amended, effective as of
   August 5, 1993, by adding a new subsection (d) immediately following
   the paragraph designated as subsection (c), to read as follows:

             "(d) Solely for purposes of determining an Employee's
        eligibility to participate in the Plan under Sections 2.1
        and 2.2, Hours of Service shall include an approved leave of
        absence granted by an Employer to the Employee on or after
        August 5, 1993 pursuant to the Family and Medical Leave Act,
        if the Employee returns to work for an Employer at the end
        of such leave of absence."

        8.   Section 1.23 of the Plan is further amended, effective as of
   August 5, 1993, by inserting into the second sentence of the final
   paragraph thereof the words "or (d)" after the word "(b)".



   
<PAGE>  167






        9.   Section 1.50 of the Pan is amended, effective as of August
   5, 1993, by adding a new paragraph (vi) at the end thereof to read as
   follows:

             "(vi)     Notwithstanding anything to the contrary in
        the Plan, Vesting Service shall include any period of time
        during which an Employee is on an approved leave of absence
        granted by an Employer to the Employee on or after August 5,
        1993 pursuant to the Family and Medical Leave Act, if the
        Employee returns to work for an Employer at the end of such
        leave of absence."

        10.  Section 6.8 of the Plan is hereby amended, effective as of
   October 27, 1993, by redesignating subsections (g), (h) and (i) as
   subsections (h), (i) and (j), and inserting a new subsection (g) to
   read as follows:

             "(g) Each Participant who was employed by the Counselor Borg
        Scale Company on October 27, 1993 shall be fully vested in the
        Adjusted Balance of his Matching Contributions Account as of
        October 27, 1993."

        11.  Subsection 6.8(h) of the Plan (as resdesignated pursuant to
   Item 10 above) is amended, effective as of October 27, 1993, by
   deleting the words "(b) or (f)" and inserting "(b), (f) or (g)" in
   lieu thereof.

        12.  Section 7.5 of the Plan is amended, effective with respect
   to distributions made on and after January 1, 1993, by adding a new
   subsection 7.5(e) to read as follows:

             "(e) If a distribution is one to which Sections 401(a)(11)
        and 417 of the Code do not apply, such distribution may commence 
        less than 30 days after the notice required under section
        1.411(a)-11(c) of the Income Tax Regulations is given, provided
        that:

             (i)  the Committee clearly informs the Participant that
                  the Participant has a right to a period of at
                  least 30 days after receiving the notice to
                  consider the decision of whether or not to elect a
                  distribution (and, if applicable, a particular
                  distribution option), and

             (ii) the Participant, after receiving the notice,
                  affirmatively elects a distribution."

        13.  Subsection 8.4(b)(iii) of the Plan is hereby amended to read
             as follows:

             "(iii)    the employment of the borrowing Participant
        with all Employers is terminated for any reason and the


   
<PAGE>  168






        Participant does not become a Former Participant (except to
        the extent inconsistent with Section 401(a) of the Code);
        provided, however, that in the case of a Participant who
        terminates employment with an Employer but immediately
        commences employment with the purchaser of substantially all
        of the stock or assets of such Employer and continues
        employment with such purchaser, any such unpaid balance
        shall become due and payable pursuant to this subsection (b)
        upon the expiration of a reasonable period of time (as
        prescribed by the Committee) following the purchase of the
        Employer's stock or assets.  During such period, the
        Participant shall continue to make payments of the principal
        and interest through payroll deductions pursuant to
        subsection 8.3(v) of the Plan, or by such other method
        deemed appropriate by the Committee."

        14.  Subsection 14.2(a) of the Plan is hereby amended, effective
   as of January 1, 1994, by adding two new sentences thereto to read as
   follows:

        "In no event shall the Compensation taken into account for a
        Participant under the Plan for any Plan Year exceed (a)
        $200,000 (or such greater amount provided pursuant to
        Section 401(a)(17) of the Code), in Plan Years commencing on
        and after January 1, 1989 and prior to January 1, 1994.  For
        Plan Years commencing on and after January 1, 1994,
        subsections 1.14(b) through (d) shall apply with respect to
        Compensation for purposes of this Article XIV."





   
<PAGE>  169






        IN WITNESS WHEREOF, the Company has caused this First Amendment
   to the Plan to be executed on its behalf by its duly authorized
   officer as of this 22nd day of February, 1994.


                                      NEWELL OPERATING COMPANY


                                      By: ______________________________

                                      Title ____________________________

   
<PAGE>  170

                           SECOND AMENDMENT TO THE
                NEWELL LONG TERM SAVINGS AND INVESTMENT PLAN
               (AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1993)


             WHEREAS, Newell Operating Company, a Delaware corporation,
   (the "Company") maintains the Newell Long-Term Savings and Investment
   Plan, as Amended and Restated Effective May 1, 1993 (the "Plan"); and

             WHEREAS, the Company has reserved the right to amend the
   Plan and now deems it appropriate to do so;

             NOW, THEREFORE, the Plan is hereby amended, effective as of
   the dates set forth herein, and with respect to each Employee who
   earns an Hour of Service on or after the applicable effective date,
   except where otherwise specifically indicated:

        1.   Section 1.1 of the Plan is hereby amended to read as
             follows:

        "Account" means all or any one of the Savings Account,
        Matching Contributions Account, Transfer Account, Rogers
        Account, Anchor Account, Intercraft Account and/or Levolor
        Account maintained by the Trustee for an individual
        Participant, surviving Spouse or Beneficiary.

        2.   Section 1.3 of the Plan is hereby amended to read as
   follows:

        "Adjusted Balance" means the balance in a Participant's
        Savings Account, Matching Contributions Account, Transfer
        Account, Rogers Account, Sanford Account, Anchor Account,
        Intercraft Account or Levolor Account.

        3.   The first sentence of Section 1.19 of the Plan is hereby
   amended, effective as of May 1, 1993, to read as follows:

        "Employee" means an individual who is employed by an
        Employer on or after January 1, 1989 and who is in a covered
        classification of Employees, as listed on Appendix A hereto;
        provided that "Employee" does not include any individual
        covered under the terms and conditions of a collective
        bargaining agreement to which any Employer is a party,
        unless such agreement provides for the participation of such
        individual.

        4.   The second sentence of Section 1.45 of the Plan is hereby
   amended to read as follows:

        In no event shall Transfer Accounts include amounts held in
        the Anchor Account, the Rogers Account, the Sanford Account,
        the Intercraft Account or the Levolor Account.





   
<PAGE>  171

        5.   Section 1.50 of the Plan is hereby amended by adding new
   paragraphs (e) and (f) immediately following paragraph (d) to read as
   follows:

             (e)  for an Employee who was a participant in an
        Intercraft Plan, all service, if any, of an Employee with
        Intercraft Corporation, or any entity that would satisfy the
        definition of Affiliated Employer if Intercraft Corporation
        were the Company, counted from the date on which the
        Employee first commenced employment and ending on December
        31, 1993.

             (f)  for an Employee who was a participant in the
        Levolor Plan, all service, if any, of an Employee with
        Levolor Corporation, or any entity that would satisfy the
        definition of Affiliated Employer if Levolor Corporation
        were the Company, counted from the date on which the
        Employee first commenced employment and ending on September
        30, 1994.

        6.   Section 1.50 of the Plan is hereby further amended by
   redesignating paragraphs (v) and (vi) as paragraphs (vii) and (viii)
   and adding new paragraphs (v) and (vi) immediately following
   subsection (iv) to read as follows:

             (v)  If a Participant's employment under an Intercraft
        Plan terminated prior to January 1,1994 and recommences with
        the Company or an Affiliated Employer on or after January 1,
        1994, the consequences of his absence from employment shall
        be determined under the rules regarding Break in Service
        contained in the Plan and not under the terms of the
        Intercraft Plan.

             (vi) If a Participant's employment under the Levolor
        Plan terminated prior to October 1, 1994 and recommences
        with the Company or an Affiliated Employer on or after
        October 1, 1994, the consequences of his absence from
        employment shall be determined under the rules regarding
        Break in Service contained in the Plan and not under the
        terms of the Levolor Plan.

        7.   Article I of the Plan is hereby amended by adding the
             following definitions thereto:

             1.53 "Intercraft Account" means the record of money and
        assets held by the Trustee for an individual Participant,
        Surviving Spouse or Beneficiary pursuant to the provisions
        of the Plan, derived from account balances of the accounts
        held under the Intercraft Profit Sharing Plan and the
        Intercraft Retirement Program as of December 31, 1993.  The
        Intercraft Account shall consist of sub-accounts
        corresponding to the various sub-accounts maintained under
        the Intercraft Profit Sharing Plan and the Intercraft
        Retirement Program.





   
<PAGE>  172

             1.54 "Intercraft Plan" means the Intercraft Company
        Employees' Profit Sharing and Variable Investment Plan, as
        Amended and Restated Effective January 1, 1989, including
        amendments thereto (the "Intercraft Profit Sharing Plan"),
        and/or the Intercraft Industries Retirement Program, as
        Amended and Restated Effective September 1, 1990, including
        amendments thereto (the "Intercraft Retirement Program").

             1.55 "Levolor Account" means the record of money and
        assets held by the Trustee for an individual Participant,
        Surviving Spouse or Beneficiary pursuant to the provisions
        of the Plan, derived from account balances of the accounts
        held under the Levolor Plan as of September 30, 1994.  The
        Levolor Account shall consist of sub-accounts corresponding
        to the various sub-accounts maintained under the Levolor
        Plan.

             1.56 "Levolor Plan" means the Levolor Profit Sharing
        and 401(k) Plan, as Amended and Restated Effective September
        1, 1990, including amendments thereto.

        8.   Section 2.1 of the Plan is hereby amended by adding a new
   paragraph (d) to read as follows:

             (d)  Notwithstanding the above, (i) each Employee who
        was employed by Intercraft Corporation on December 31, 1993
        shall become an Eligible Employee on January 1, 1994; and
        (ii) each Employee who was employed at the Levolor division
        of the Company on September 30, 1994 shall become an
        Eligible Employee on October 1, 1994.

        9.   Section 3.6(b) of the Plan is hereby amended, effective as
   of January 1, 1994, to read as follows:

             (b)  Notwithstanding anything to the contrary contained
        elsewhere in the Plan, if a Participant's Earnings Deferral
        Contributions are returned pursuant to (a) above, any
        Matching Contributions attributable thereto shall be
        forfeited and shall be used as described in Section 6.10.

        10.  The first sentence of Section 6.1 is hereby amended to read
             as follows:

        The Committee shall create and maintain a separate Savings
        Account, Matching Contributions Account, Transfer Account,
        Rogers Account, Sanford Account, Anchor Account, Intercraft
        Account and Levolor Account for each Participant, as shall
        be needed.

        11.  Section 6.8 of the Plan is hereby amended by redesignating
   paragraphs (h), (i) and (j) as paragraphs (j), (k) and (l) and
   inserting new paragraphs (h) and (i) thereto to read as follows:






   
<PAGE>  173

             (h)  Each Participant who was a participant in an
        Intercraft Plan shall at all times be fully vested in the
        Adjusted Balance of his Intercraft Account.

             (i)  Each Participant who was a participant in the
        Levolor Plan shall at all times be fully vested in the
        Adjusted Balance of his Levolor Account.

        12.  Article VI of the Plan is hereby amended by adding a new
   Section 6.13 to read as follows:

             6.13 ACCOUNTS TRANSFERRED FROM AN INTERCRAFT PLAN.  If
        a Participant who was a participant in an Intercraft Plan
        prior to January 1, 1994 has accounts transferred from the
        Intercraft Plan to this Plan by reason of the merger of the
        Intercraft Plan as of January 1, 1994, such transferred
        accounts, and the earnings and losses allocable thereto,
        shall be held in the Intercraft Account established in the
        Participant's name under the Trust.

        13.  Article VI is hereby further amended by adding a new Section
   6.14 to read as follows:

             6.14 ACCOUNTS TRANSFERRED FROM THE LEVOLOR PLAN.  If a
        Participant who was a participant in the Levolor Plan prior
        to October 1, 1994 has accounts transferred from the Levolor
        Plan to this Plan by reason of the merger of the Levolor
        Plan as of October 1, 1994, such transferred accounts, and
        the earnings and losses allocable thereto, shall be held in
        the Levolor Account established in the Participant's name
        under the Trust.

        14.  The first sentence of Section 7.4 of the Plan is hereby
   amended by inserting immediately after the words "Rogers Account" the
   words ", Intercraft Account, Levolor Account".

        15.  The first sentence of Section 7.5 of the Plan is hereby
   amended by inserting immediately after the words "Rogers Account" the
   words ", Intercraft Account, Levolor Account".

        16.  Section 7.5 of the Plan is hereby further amended by adding
   a new paragraph (f) to read as follows:

             (f)  A Participant who entered the Levolor Plan prior
        to September 1, 1990 and for whom a Levolor Account has been
        established under the Plan may elect to have the Adjusted
        Balance of the portion of such Levolor Account attributable
        to employer profit sharing contributions paid either
        pursuant to paragraph (g) below or in the form of a paid-up
        annuity policy.

        17.  Section 7.5 of the Plan is further amended by adding a new
   paragraph (g) to read as follows:







   
<PAGE>  174

             (g)  Notwithstanding the above, the following
        provisions of this paragraph (g) apply with respect to the
        Adjusted Balance of (i) the portion of a Participant's
        Intercraft Account held under the Intercraft Retirement
        Program, and (ii) the portion of a Participant's Levolor
        Account referred to in paragraph (f) above, in the case of a
        Participant who elects payment of such portion in the form
        of an annuity pursuant to paragraph (f) above:

                  (i)  Payment for reasons other than death.

                       (A)  Upon termination of a Participant's
                  employment with all Employers for any reason other
                  than death, the Committee shall direct the Trustee
                  to pay such portion as follows:

                            (I)  If the Participant has a Spouse at
                       the date payments to him are to commence,
                       such amount shall be payable to the
                       Participant in the form of a Joint and
                       Survivor Annuity.  However, the Participant,
                       with the consent of his Spouse, may elect
                       during the Election Period to waive payment
                       in the form of a Joint and Survivor Annuity
                       pursuant to subsection (i)(B) below and elect
                       payment of such portion in a method described
                       in Section 7.5(a) and (d) above.  For
                       purposes of this subsection (i), the term
                       "Joint and Survivor Annuity" means an annuity
                       payable to the Participant for his life, with
                       a survivor annuity payable to his Spouse for
                       the life of such Spouse commencing on the
                       first day of the month immediately following
                       the date of death of the Participant, in an
                       amount equal to one-half of the amount
                       payable during the life of the Participant.

                            (II) If the Participant does not have a
                       Spouse at the date payments to him are to
                       commence, such portion shall be payable to
                       him in the form of a Single Life Annuity. 
                       However, the Participant may elect during the
                       Election Period to waive payment in the form
                       of a Single Life Annuity pursuant to
                       subsection (i)(B) below and elect payment of
                       such portion in a method described in Section
                       7.5(a) and (d) above.  For purposes of this
                       paragraph (i), the term "Single Life Annuity"
                       means an annuity payable to the Participant
                       for his life.

                       (B)  Within a reasonable time prior to the
                  commencement of payments to a Participant under
                  the Plan, the Committee shall give the Participant







   
<PAGE>  175

                  a written notice, in nontechnical terms, of his
                  right to waive payment of such portion in the form
                  of a Joint and Survivor Annuity or Single Life
                  Annuity, as the case may be, pursuant to paragraph
                  (i)(A) and of his right to elect the method of
                  such payment as described in Section 7.5(a) and
                  (d) above.  Such notice shall include a
                  description of (I) the terms and conditions of the
                  Joint and Survivor Annuity or Single Life Annuity,
                  whichever is applicable, (II) the Participant's
                  right to make, and the effect of making, an
                  election to waive the Joint and Survivor Annuity
                  or Single Life Annuity, (III) the right of the
                  Participant's Spouse, if any, not to consent to
                  such an election, (IV) the right to make, and the
                  effect of, a revocation of such an election, and
                  (V) the methods of payment pursuant  to Section
                  7.5(a) and (d) above.  A Participant may elect at
                  any time during the Election Period to waive the
                  Joint and Survivor Annuity or Single Live Annuity,
                  as the case may be, and to elect a method of
                  payment described in Section 7.5(a) and (d) above. 
                  For purposes of this subsection (i), the term
                  "Election Period" means the ninety-day period
                  ending on the earliest date with respect to which
                  payments to the Participant commence.  Any
                  election pursuant to this paragraph (i) may be
                  modified or revoked during the Election Period and
                  shall be automatically revoked if the Participant
                  dies before payments commence.

                       (C)  Any election by a married Participant to
                  waive payment in the form of a Joint and Survivor
                  Annuity shall not take effect unless the
                  Participant's Spouse consents in writing to the
                  election and such consent acknowledges the effect
                  of the election.  Such a consent must acknowledge
                  the effect of the election and the identity of any
                  non-Spouse Beneficiary, including any class of
                  Beneficiaries or contingent Beneficiaries,
                  designated to receive any installments remaining
                  unpaid at the date of his death, and must be
                  witnessed by a representative of the Plan or a
                  notary public.  The consent of a Participant's
                  Spouse shall not be required if the Participant
                  establishes to the satisfaction of the Committee
                  that consent may not be obtained because there is
                  no Spouse or the Spouse cannot be located, or
                  because of such other circumstances as the
                  Secretary of the Treasury may prescribe by
                  regulations.  Any designation by a Participant of
                  a new Beneficiary or alternate method of  payment
                  shall not take effect unless the Participant's
                  Spouse, if any, consents to the new designation





   
<PAGE>  176

                  pursuant to the procedures set forth in the
                  preceding sentence or unless the Spouse's consent
                  permits the Participant to change the  designation
                  of his Beneficiary or the method of payment
                  without the Spouse's consent.  A Spouse's consent
                  shall be irrevocable.

                  (ii)      Payment By Reason of Death.

                       (A)  Upon the death of a Participant prior to
                  commencement of payment of such portion to him,
                  the Committee shall direct the Trustee to pay such
                  amount as follows:

                            (I)  If the Participant has a Spouse at
                       the date of his death, the Adjusted Balance
                       of such portion shall be payable to his
                       Spouse as a Preretirement Survivor Annuity. 
                       However, the Participant, with the consent of
                       his Spouse, may elect during the Election
                       Period to waive the Preretirement Survivor
                       Annuity pursuant to (ii)(B) below and elect
                       payment of such portion in a method described
                       in Section 7.5(a) and (d) above.  For
                       purposes of this paragraph (ii), the term
                       "Preretirement Survivor Annuity" means an
                       annuity payable for the life of the
                       Participant's Spouse, commencing on the first
                       day of the month after the date of death of
                       the Participant.

                            (II) If a Participant does not have a
                       Spouse at the date of his death, such portion
                       shall be payable to his Beneficiary in any of
                       the ways set forth in Section 7.5(a) above as
                       the Participant shall elect by written notice
                       delivered to the Committee during the
                       Election Period.

                       (B)  The Committee shall provide each married
                  Participant with a written explanation of the
                  Preretirement Survivor Annuity.  The explanation
                  shall be provided to each such Participant as soon
                  as may be practicable after his date of
                  employment.  If the employment of the Participant
                  with the all Employers terminates prior to the
                  date of his death and he is then reemployed, he
                  must receive such written explanation as soon as
                  practicable after the date of reemployment.  Such
                  notice shall include a description of (I) the
                  terms and conditions of the Preretirement Survivor
                  Annuity, (II) the Participant's right to make, and
                  the effect of, an election to waive the
                  Prepretirement Survivor Annuity and to designate a
                  beneficiary to receive the adjusted balances in
                  his accounts, (III) the rights of the
                  Participant's spouse not to consent to such an
                  election, (IV) the right to make, and the effect
                  of, the revocation of such an election, and (V)
                  the methods of payment pursuant to paragraph (iv)
                  below.  A Participant may elect at any time during





   
<PAGE>  177

                  the Election Period to waive the Preretirement
                  Survivor Annuity, if applicable, and to elect a
                  method of payment described in Section 7.5(a) and
                  (d) above.  For purposes of this subsection (ii),
                  the term "Election Period" means the period that
                  begins on the date on which the Participant
                  receives the aforementioned explanation and ends
                  on the date of the eParticipant's death.  Any
                  election pursuant to this subsection (ii) may be
                  modified or revoked during the Election Period..

                       (C)  Any election by a married Participant to
                  waive payment in the event of his death in the
                  form of a Preretirement Survivor Annuity and to
                  designate a non-Spouse Beneficiary shall not take
                  effect unless the Participant's Spouse consents in
                  writing to the election and designation prior to
                  the Participant's death.  The Spousal consent
                  provisions described in (i)(C) above shall apply.

        18.  Section 7.9 of the Plan is hereby amended, effective as of
   May 1, 1993, by designating the current provisions as paragraph (a)
   and adding a new paragraph (b) to read as follows:

             (b)  A participant for whom a Sanford Account has been
        established under the Plan and who has demonstrated the
        existence of a Hardship (as defined in paragraph 7.7(j)) may
        elect a withdrawal from his Sanford Account; provided,
        however, that in the case of any Hardship withdrawal, the
        amount withdrawn pursuant to this paragraph shall be made in
        accordance with paragraphs 7.7(i) and (k) and shall in no
        event exceed the amount necessary to relieve the Hardship.

        19.  The Plan is hereby further amended by redesignating Sections
   7.11-7.14 as Sections 7.13-7.16 and adding new Sections 7.11 and 7.12
   to read as follows:

             7.11 WITHDRAWALS FROM INTERCRAFT ACCOUNT.  (a) A
        Participant for whom an Intercraft Account has been
        established under the Plan and who is at least 59-1/2 may
        elect to withdraw all or any portion of his Intercraft
        Account, other than those amounts in the Intercraft Account
        attributable to (i) discretionary employer contributions
        made pursuant to Section 4.1 of the Intercraft Profit
        Sharing Plan and (ii) contributions made under the
        Intercraft Retirement Program.  Such withdrawal shall be
        effective as of the first day of any month if written notice
        is received by the Committee no later than the fifteenth day
        of the preceding month.

             (b)  A Participant for whom an Intercraft Account has
        been established under the Plan and who has demonstrated the
        existence of a Hardship (as defined in paragraph 7.7(j)) may
        elect a withdrawal from his Intercraft Retirement Program;
        provided, however, that in the case of any Hardship
        withdrawal, the amount withdrawn pursuant to this paragraph
        shall be made in accordance with paragraphs 7.7(i) and (k)
        and shall in no event exceed the amount necessary to relieve
        the Hardship.






   
<PAGE>  178

             (c)  A Participant for whom an Intercraft Account has
        been established under the Plan and who is at least 65 may
        elect to withdraw all or any portion of his Intercraft Plan
        attributable to discretionary employer contributions made
        pursuant to Section 4.1 of the Intercraft Profit Sharing
        Plan.  Such withdrawal shall be effective as of the first
        day of any month if written notice is received by the
        Committee no later then the fifteenth day of the preceding
        month.

             7.12 WITHDRAWALS FROM LEVOLOR ACCOUNT.  (a) A
        Participant for whom a Levolor Account has been established
        under the Plan and who is at least 59-1/2 may elect to
        withdraw all or any portion of his Levolor Account, other
        than those amounts in the Levolor Account attributable to
        discretionary employer contributions made under the Levolor
        Plan.  Such withdrawal shall be effective as of the first
        day of any month if written notice is received by the
        Committee no later than the fifteenth day of the preceding
        month.

             (b)  A Participant for whom a Levolor Account has been
        established under the Plan and who has demonstrated the
        existence of a Hardship (as defined in paragraph 7.7(j)) may
        elect a withdrawal from his Levolor Account; provided,
        however, that in the case of any Hardship withdrawal, the
        amount with withdrawn pursuant to this paragraph shall be
        made in accordance with paragraphs 7.7(i) and (k) and shall
        in no event exceed the amount necessary to relieve the
        Hardship.

             (c)  A Participant for whom a Levolor Account has been
        established under the Plan and who is at least 65 may elect
        to withdraw all or any portion of his Levolor Plan
        attributable to discretionary employer contributions made
        under the Levolor Plan.  Such withdrawal shall be effective
        as of the first day of any month if written notice is
        received by the Committee no later than the fifteenth day of
        the preceding month.

        20.  The first sentence of Section 7.13(a) (as redesignated) of
   the Plan is hereby amended to read as follows:

        In the event a Participant requests to receive a
        distribution pursuant to Sections 7.6, 7.7, 7.8, 7.9, 7.10,
        7.11, or 7.12, and the distribution is approved if
        necessary, the distribution shall be paid to the Participant
        as soon as is reasonably practicable upon receipt of the
        written request for such distribution.

        21.  Section 7.13(b) (as redesignated) is hereby amended to read
             as follows:





   
<PAGE>  179

             (b)  A Participant may not make more than one
        withdrawal per Plan Year pursuant to each of Section 7.6,
        7.7, 7.8, 7.9, 7.10, 7.11 or 7.12.

        22.  The first clause of the first sentence of Section 7.16 (as
   redesignated) is hereby amended to read as follows:

        Notwithstanding anything to the contrary contained elsewhere
        in the Plan, a Participant's Savings Account, that portion
        of his Anchor Account attributable to Basic Employer
        Contributions and Voluntary Employer Contributions (as
        defined in the Anchor Plan), that portion of his Rogers
        Account attributable to elective deferrals (within the
        meaning of the Rogers Plan), that portion of his Sanford
        Account attributable to elective deferrals (within the
        meaning of the Sanford Plan), that portion of his Intercraft
        Account attributable to elective deferrals (within the
        meaning of the Intercraft Profit Sharing Plan) and that
        portion of his Levolor Account attributable to elective
        deferrals (within the meaning of the Levolor Plan) shall not
        be distributable other upon:

        23.  Subsection 7.16(f) (as redesignated) is hereby amended to
             read as follows:

             (f)  the Participant's Hardship (in the case of a
        distribution from a Participant's Anchor Account, Sanford
        Account, Intercraft Account and Levolor Account).

        24.  The final sentence of Subsection 8.4(e) is hereby amended,
   effective as of May 1, 1993, to read as follows:

        If no such allocation direction was in effect at any time,
        such payment shall be allocated on a pro rata basis to each
        of the Investment Funds described in the schedule attached
        to the Trust Agreement.

        25.  Section 11.1 of the Plan is hereby amended to read as
             follows:

             11.1 INVESTMENT FUNDS.  The Adjusted Balance of each
        Participant's Savings Account, Transfer Account, Matching
        Contributions Account, Rogers Account, Sanford Account,
        Anchor Account, Intercraft Account and Levolor Account shall
        be invested in the various Investments Funds described in
        the schedule attached to the Trust Agreement.

        26.  The first sentence of Section 11.3(c) of the Plan is hereby
   amended to read as follows:

             Each Participant shall have the right to direct that
        the portion of his Savings Account, Transfer Account,
        Matching Contributions Account, Rogers Account, Sanford
        Account, Anchor Account, Intercraft Account and Levolor





   
<PAGE>  180

        Account held in any one Investment Fund be transferred, in
        whole or in part, to any other Investment Fund.

        27.  Article XI of the Plan is hereby amended by redesignating
   Section 11.8 as Section 11.10 and adding new Sections 11.8 and 11.9 to
   read as follows:

             11.8 INVESTMENT OF INTERCRAFT ACCOUNT.  (a) Within a
        reasonable time prior to the transfer of assets from the
        Intercraft Plan, each Participant who was expected to have
        an Intercraft Account established under the Plan was given
        the opportunity to direct that his Intercraft Account be
        invested, in specified multiples of ten percent (10%), in
        any of the Investment Funds.

             (b)  Each Participant for whom an Intercraft Account
        has been established shall have the right to direct a
        transfer of amounts held in any one Investment Fund to any
        other Investment Fund in accordance with the provisions of
        Section 11.3(c).

             11.9 INVESTMENT OF LEVOLOR ACCOUNT.  (a) Within a
        reasonable time prior to the transfer of assets from the
        Levolor Plan, each Participant who was expected to have an
        Levolor Account established under the Plan was given the
        opportunity to direct that his Levolor Account be invested,
        in specified multiples of ten percent (10%), in any of the
        Investment Funds.

             (b)  Each Participant for whom a Levolor Account has
        been established shall have the right to direct a transfer
        of amounts held in any one Investment Fund to any other
        Investment Fund in accordance with the provisions of Section
        11.3(c).

        28.  Appendix A of the Plan is hereby amended, as set forth in
             the form attached hereto.

        Unless otherwise indicated, the amendments set forth above
   pertaining specifically to the Intercraft Plan and Levolor Plan are
   effective as of January 1, 1994 with respect to the Intercraft Plan
   and October 1, 1994 with respect to the Levolor Plan

        IN WITNESS WHEREOF, the Company has caused this Second Amendment
   to the Plan to be executed on its behalf  by its duly authorized
   officer as of this 29th day of December, 1994.


                                      NEWELL OPERATING COMPANY


                                      By: 
                                          -----------------------------

                                      Title 
                                            ---------------------------




   
<PAGE>  181

                                THIRD AMENDMENT TO THE
                     NEWELL LONG TERM SAVINGS AND INVESTMENT PLAN
                   (AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1993)


                    WHEREAS,   Newell   Operating   Company,   a   Delaware
          corporation,  (the  "Company")  maintains  the  Newell  Long-Term
          Savings and  Investment Plan,  as Amended and  Restated Effective
          May 1, 1993 (the "Plan"); and

                    WHEREAS, the  Company has  reserved the right  to amend
          the Plan and now deems it appropriate to do so;

                    NOW,  THEREFORE, the Plan  is hereby amended, effective
          with respect to (i)  Plan Years commencing September 1,  1990 and
          ending December 31, 1993;  and (ii) Plan Years commencing  on and
          after January 1, 1995, as follows:

               Section  1.15 of the Plan  is hereby amended  by inserting a
          second sentence  immediately following the first sentence thereof
          to read as follows:

               Notwithstanding  the  preceding  sentence,  solely  for
               purposes of determining a Participant's Actual Deferral
               Percentage defined in  Section 1.2 and  a Participant's
               Contribution Percentage defined  in Subsection  4.2(b),
               Earnings   means  the  amount   of  total  remuneration
               reportable on U.S. Treasury  Department Form W-2 or any
               successor Form  thereof and paid to  the Participant by
               the Company  or an Affiliated Employer  during the Plan
               Year.

               IN  WITNESS  WHEREOF,  the  Company has  caused  this  Third
          Amendment to  the Plan to be  executed on its behalf  by its duly
          authorized officer as of this 29th day of December, 1995.


                                             NEWELL OPERATING COMPANY


                                             By: __________________________

                                             Title ________________________

   


                                                                 Exhibit 10.3

                                 NEWELL CO.
                         DEFERRED COMPENSATION PLAN
                         --------------------------


                          SECTION 1 - INTRODUCTION
                          -------------------------

        Effective August 1, 1980, Newell Co. ("Company")  established a
   Deferred Compensation Plan ("Plan") for members of its Board of
   Directors ("Board") and for certain key executives of the Company and
   its affiliates and subsidiaries.  The Plan is amended and restated,
   effective January 1, 1997, to read as set forth below.

                        SECTION 2 - PLAN PARTICIPANTS
                       ------------------------------

        Each member of the Board, and each employee of the Company or an
   affiliate who has been approved for participation in the ROA Cash
   Bonus Plan, effective January 1, 1977, as amended from time to time,
   or the revised ROI Cash Bonus Plan, as revised effective January 1,
   1986, as amended from time to time ("collectively the "Cash Bonus
   Plans") shall be eligible to be participate in the Plan.  Each
   eligible member of the Board, and each eligible employee who
   participates in a Cash Bonus Plan, may elect to become a Participant
   under the Plan by filing the written deferral election described in
   Section 3 below.

                       SECTION 3 - DEFERRAL ELECTIONS
                       ------------------------------

        (a)  Each Participant who is a member of the Board may elect to
   defer annually the established retainer and meeting fee ("Director's
   Fee"), or a portion thereof, for each month that such individual
 acts
   as a member of the Board.  Each Participant who is a participant in a
   Cash Bonus Plan may elect to defer annually the receipt of all or any
   portion of his bonus award under a Cash Bonus Plan or any other
   portion of his earnings in excess of his base salary ("Bonus").  Any
   amount deferred pursuant to the Plan shall be recorded by the Company
   in a deferred compensation account ("Account") maintained in the name
   of the Participant, which Account shall be credited on each date for
   payment of the amount deferred, in accordance with the Company's
   normal practices, with a dollar amount equal to the total amount
   deferred as of such date.

        (b)  The Company shall furnish each Participant with a statement
   of his Account no less frequently than annually.  The Company shall

   
<PAGE> 183

   also credit an Account with earnings on investment of amounts credited
   to the Account from the date received, pursuant to the provisions of
   Section 4 below, until final distribution of the Account pursuant to
   Section 5 below.  The amount a Participant elects to defer under the
   Plan will remain constant until suspended or modified by the filing of
   another deferral election with the Company by a Participant in
   accordance with paragraph (d) below. 

        (c)  The Vice President, Personnel Relations of the Company shall
   send to each eligible Participant an election form pursuant to which 
   he may elect to defer all or a portion of his Director's Fee or Bonus
   as described above.  The election form shall specify the amount or
   percentage of the Director's Fee or Bonus to be deferred.  The
   election form shall be signed by the Participant and delivered to the
   Vice President, Personnel Relations of the Company prior to January 1
   of the calendar year in which the Director's Fee or Bonus to be
   deferred is otherwise payable to the Participant.

        (d)  Deferral elections shall remain in effect from year to year
   unless written notice to suspend or change a deferral election is
   submitted to the Vice President, Personnel Relations on or before
   December 31 of the calendar year prior to the calendar year  in which
   the change is to become effective.  Except as provided in paragraph
   (e) below, a new or revised deferral election shall only apply to a
   Director's Fee or a Bonus otherwise payable to a Participant after the
   end of the calendar year in which such election is delivered to the
   Vice President, Personnel Relations.  Any deferral election made by a
   Participant shall be irrevocable with respect to any Director's Fee or
   Bonus covered by the election, including a Director's Fee or Bonus
   payable in the calendar year in which the election suspending or
   changing the prior election is delivered.

        (e)  Notwithstanding the preceding provisions of this Section, a
   deferral election made by a Participant in the calendar year in which
   he first becomes eligible to participate in the Plan may be made
   within 30 days after the date on which he initially becomes eligible
   to participate, and such election shall be effective with respect to a
   Director's Fee or Bonus earned from after the date such election is
   delivered to the Vice President, Personnel Relations.

                     SECTION 4 - INVESTMENT OF ACCOUNTS
                     ----------------------------------

        (a)  Amounts credited to each Account prior to January 1, 1997, 
   shall earn interest at a rate based on the yield rate of U.S. Treasury
   Bills as quoted in the Midwest Edition of The Wall Street Journal. 
   Interest rates shall be accrued and compounded quarterly based on the
   weighted average for the quarter.

        (b)  Amounts credited to each Account from and after January 1,
   1997, shall earn interest at a fixed rate of 10% per annum.  Such
   interest shall be accrued and compounded quarterly.

   
<PAGE> 184

                    SECTION 5 - DISTRIBUTION OF ACCOUNTS
                    -------------------------------------

        (a)  A Participant may request a distribution of all or any
   portion of the amount that has been credited to his Account for at
   least 36 months as of the date such distribution is made to the
   Participant, including earnings thereon credited pursuant to Section 4
   as of the last day of the calendar month prior to the date of
   distribution.  Payment shall be made in a lump sum on the date 12
   months after the date such request for distribution is delivered to
   the Vice President, Personnel Relations of the Company.  If a
   Participant who makes such a request terminates service on the Board,
   or service with the Company or any affiliate, for any reason,
   including death, during such 12- month period, such request shall be
   null and void and of no effect.

        (b)  In the written discretion of the Company, and at the written
   request of a Participant, an amount up to 100% of the amount credited
   to his Account, including earnings thereon credited pursuant to
   Section 4 as of the last day of the calendar month prior to the date
   of distribution, may be distributed to a Participant in a lump sum in
   the case of an "Unforeseeable Emergency," subject to the limitations
   set forth below.  For purposes of this paragraph, an Unforeseeable
   Emergency is a severe financial hardship of the Participant resulting
   from a sudden and unexpected illness or accident of the Participant or
   of a dependent (as defined in Section 152(a) of the Internal Revenue
   Code of 1986, as amended) of the Participant, loss of the
   Participant's property due to casualty, or other similar,
   extraordinary and unforeseeable circumstances arising as a result of
   events beyond the control of the Participant.  The circumstances that
   will constitute an Unforeseeable Emergency will depend upon the facts
   of each case, but in any case, payment may not be made to the extent
   that such hardship is or may be relieved:

        (i)  through reimbursement or compensation by insurance or
   otherwise;

        (ii) by liquidation of the Participant's assets to the extent the
   liquidation of such assets would not itself cause severe financial
   hardship; or

        (iii)     by cessation of deferrals under the Plan.

   Examples of what shall not be considered to be Unforeseeable
   Emergencies include the need to send a Participant's child to college,
   or the desire to purchase a residence.  Withdrawal of amounts because
   of an Unforeseeable Emergency shall be permitted only to the extent
   reasonably needed to satisfy the Unforeseeable Emergency.

        (c)  Upon the termination of service on the Board, or the
   termination of employment with the Company and all affiliates, for any

   
<PAGE> 185

   reason other than death, a Participant will be entitled to receive
   distribution of all amounts credited to his Account.

        (d)  Upon termination of service on the Board, or termination of
   employment with the Company and all affiliates, by reason of a
   Participant's death, all amounts credited to the Participant's Account
   will be distributed to his beneficiary or beneficiaries last
   designated by written instrument filed with the Vice President,
   Personnel Relations of the Company.  Each Participant shall designate
   a beneficiary or beneficiaries, and may change such designation from
   time to time, pursuant to a written designation filed with the Vice
   President, Personnel Relations on a form provided by the Company.  If
   no beneficiary or beneficiaries designated by the Participant survives
   him, the balance credited to his Account as of the date of his death
   will be paid to his surviving spouse, or if none, to his surviving
   descendants, per stirpes, or if none, to the legally appointed
   representative of his estate, or if none is appointed within six
   months of the date of his death, to his heirs at law pursuant to the
   laws of the state in which he is domiciled at the date of his death.

        (e)  The Company, in its discretion, shall direct distribution of
   the amounts credited to a Participant's Account, including earnings
   credited thereon pursuant to Section 4 as of the last day of the
   calendar month prior to the date of distribution, to a Participant or
   his beneficiary or beneficiaries pursuant to paragraphs (c) and (d) of
   this Section, either (i) in a lump sum, or (ii) in installments over a
   period not to exceed 15 years as the Company shall determine.  The
   Company shall determine the method of distribution, and the number of
   installments, if any, after considering, but not being bound by, the
   request of the Participant or his beneficiary or beneficiaries.

        (f)  Distributions pursuant to paragraph (e) of this Section
   shall be made or commence  within the ten year period commencing on:

             (i)  the date upon which the Participant's service on the
        Board, or employment with the Company and its affiliates,
        terminates prior to death; or

             (ii) the date of the Participant's earlier death.

   The Company shall determine the date on which distributions shall be
   made or commence pursuant to this paragraph (f), after considering,
   but not being bound by, the request of the Participant or his
   beneficiary or beneficiaries.  Subsequent installments, if any, shall
   be made on the annual, quarterly or monthly anniversary date, of the
   first installment as determined by the Company.  Each such
   installment, if any, shall include earnings credited to the balance of
   the Participant's Account pursuant to Section 4.

        (g)  During his period of service on the Board, or with the
   Company or an affiliate, a Participant will acquire knowledge of the
   affairs of the Company and its affiliates.  Therefore, notwithstanding

   
<PAGE> 186


   any other provision of the Plan, if, without the express consent of
   the Company, a Participant or former Participant accepts employment
   with, or renders other services to, any entity  that is engaged in
   substantial competition with the Company or any of its affiliates,
   such Participant's Account shall be paid to him as soon as practicable
   thereafter in a lump sum.

                        SECTION 6 - CHANGE IN CONTROL
                        -----------------------------

        Notwithstanding any provision of the Plan, or of a Cash Bonus
   Plan, from and after the effective date of a Change in Control of the
   Company, each Participant may, at any time prior to his termination of
   employment with the Company and all affiliates as an employee, or
   termination of service on the Board, elect to receive payment in a
   lump sum of the entire balance of his Account held hereunder,
   including earnings thereon credited pursuant to Section 4 as of the
   last day of the calendar month prior to the date of distribution.  Any
   such election shall be made by a Participant pursuant to written
   notice delivered to the Company at least 10 days prior to the
   requested date of distribution.  For purposes of this Section, a
   Change in Control of the Company shall be deemed to occur on the
   earliest of:

        (i)  The acquisition of beneficial ownership, as that term is
             defined in Rule 13d-3 under the Securities Exchange Act of
             1934, as amended, by any entity, person or group, of more
             than 50% of the outstanding capital stock of the Company
             entitled to vote for the election of directors ("voting
             stock");

        (ii) The effective time of (A) a merger or consolidation of the
             Company with one or more other corporations as a result of
             which the holders of the outstanding voting stock of the
             Company immediately prior to such merger or consolidation
             (other than those who are affiliates of such other
             corporation) hold less than 80% of the voting stock of the
             surviving or resulting corporation, or (B) a transfer of
             substantially all of the property of the Company other than
             to an entity of which the Company owns at least 80% of the
             voting stock; or

        (iii)The election to the Board, without the recommendation or
   approval of the incumbent Board, of the lesser of (A) three directors
   or (B) directors constituting a majority of the number of directors of
   the Company then in office.

                         SECTION 7 - ADMINISTRATION
                         --------------------------

        The Plan shall be administered by the Vice President, Personnel
   Relations of the Company who shall, subject to the express provisions

   
<PAGE> 187

   of the Plan, interpret the Plan, proscribe, amend and rescind rules
   and regulations relating to it, and make such other determinations as
   he deems necessary and advisable for the administration of the Plan. 
   The decisions of the Vice President, Personnel Relations under the
   Plan shall be conclusive and binding, and he shall not be liable for
   any action taken or determination made hereunder in good faith.
    
                       SECTION 8 - GENERAL PROVISIONS
                      --------------------------------

        (a)  The right of a Participant or his designated beneficiary to
   receive a distribution hereunder shall be an unsecured claim against
   the general assets of the Company, and neither the Participant nor his
   designated beneficiary shall have any rights in or against any amount
   credited to his Account or any other specific assets of the Company or
   any affiliate.  All amounts credited to an Account shall constitute
   general assets of the Company and may be disposed of by the Company at
   such time and for such purposes it may deem appropriate.

        (b)  Whenever a person entitled to a payment under the Plan is
   under legal disability, or, in the opinion of the Company, is in any
   way incapacitated so as to be unable to manage his financial affairs,
   the Company may direct that payment be made to such person's relative
   by blood or marriage or friend, for the benefit of such person.  Any
   payment made in accordance with the preceding sentence shall be in
   complete discharge of the Company's obligation to make such payment
   under the Plan.

        (c)  No benefit payable under the Plan shall be subject in any
   manner to anticipation, alienation, sale, transfer, assignment,
   pledge, encumbrance, or charge prior to actual receipt thereof by the
   payee; and any attempt to so anticipate, alienate, sell, transfer,
   assign, pledge, encumber or  charge prior to such receipt shall be
   void; and neither the Company nor the benefits payable under the Plan
   shall be liable in any manner for, or subject to, the creditors,
   debts, contracts, liabilities, engagements or torts of any such
   person.

        (d)  Any action required or permitted to be taken by the Company
   under the terms of the Plan shall be taken by affirmative vote of a
   majority of the members of the Board then in office.

        (e)  Establishment of the Plan and coverage of any person
   hereunder shall not be construed to confer upon any person any legal
   right to be continued in the employ of the Company or any affiliate.

        (f)  All costs and expenses of administration of the Plan will be
   paid by the Company.

        (g)  Any notice or election required or permitted to be given
   hereunder shall be in writing and shall be deemed to be given:

   
<PAGE> 188

             1.   on the date it is personally delivered to the Vice
        President, Personnel Relations of the Company at its principal
        business offices; or three business days after sent by registered
        or certified U.S. mail, addressed to the Vice President,
        Personnel Relations, at such address, and

             2.   on the date it is personally delivered to any
        Participant, beneficiary or any other person, or three business
        days after it is sent by registered or certified U.S. mail,
        addressed, to such Participant, beneficiary or other person, at
        his last known address set forth on the records of the Company.

        (h)  The Plan shall be construed in accordance with, and governed
   by, the laws of the State of Illinois.

        (i)  In the event of a sale of substantially all of the assets of
   the Company, or a merger, consolidation or a share exchange involving
   the Company, all obligations of the Company under the Plan shall be
   binding on the successor to the transaction.

        (j)  Neither the Company nor any employee or agent thereof shall
   be liable to any Participant, beneficiary or any other person for any
   claim, loss, liability or expense incurred in connection with the
   Plan, except when the same shall have been judicially determined to be
   due to the gross negligence or willful misconduct of the Company or
   such employee or agent thereof.  

        (k)  Notwithstanding anything to the contrary contained in the
   Plan, (i) in the event that the Internal Revenue Service prevails in
   its claim that amounts credited to an Account, and/or earnings
   thereon, constitute taxable income to a Participant or his beneficiary
   for any taxable year of his, prior to the taxable year in which such
   amounts and/or earnings are distributed to him, or (ii) in the event
   that legal counsel satisfactory to the Company and the applicable
   Participant or his beneficiary renders an opinion that the Internal
   Revenue Service would likely prevail in such a claim, such amounts
   credited to the Account of such Participant or beneficiary and/or
   earnings thereon shall be immediately distributed to him.  For
   purposes of this paragraph, the Internal Revenue Service shall be
   deemed to have prevailed in a claim if such claim is upheld by a court
   of final jurisdiction, or if the Participant or beneficiary, based
   upon an opinion of legal counsel satisfactory to the Company and the
   Participant or his beneficiary, fails to appeal a decision of the
   Internal Revenue Service, or a court of applicable jurisdiction, with
   respect to such claim, to an appropriate Internal Revenue Service
   appeals authority or to a court of higher jurisdiction, within the
   appropriate time period.

   
<PAGE> 189

                     SECTION 9 - AMENDMENTS TO THE PLAN
                     ----------------------------------

        The Board may amend the Plan at any time, without the consent of
   the Participants or their beneficiaries; provided, however, that no
   amendment shall divest any Participant or beneficiary of the credits
   to his Account, or of any rights to which he would have been entitled,
   if the Plan had been terminated immediately prior to the effective
   date of such amendment.

                    SECTION 10 - TERMINATION OF THE PLAN
                    ------------------------------------

        The Board may terminate the Plan at any time.  Upon termination
   of the Plan, distribution of the credits to each Participant's Account
   shall be made in the manner and at the time heretofore prescribed;
   provided that no additional credits shall be made to the Account of
   any Participant following termination of the Plan, other than earnings
   thereon credited pursuant to Section 4.

        IN WITNESS WHEREOF, the Company, by its duly authorized officer,
   has executed this amendment and restatement of the Plan, effective
   January 1, 1997, on this 27 day of November, 1997.

                                 NEWELL CO.



   By__________________________________________

   


  
                                                                          
                                                          EXHIBIT 10.5


                         REVISED ROI CASH BONUS PLAN
                         ---------------------------

   1.   Name
        ----

        Newell Co. ROI Cash Bonus Plan

   2.   Effective Date of Revision
        --------------------------

        January 1, 1986

   3.   Purpose
        -------

        To provide an incentive for key employees to improve Company
        performance by making them participants in the financial success
        of the Company.

   4.   Definitions
        -----------

        a.   The Term "COMPANY" means Newell Co. and its subsidiaries.

        b.   The term "BOARD" means the Board of Directors or Newell Co.

        c.   The term "PLAN" means the arrangement described by these
             specifications to be known as Newell Co. Cash Bonus Plan.

        d.   The term "PLAN YEAR" means a calendar year of the Company.

        e.   The term "COMPENSATION" means a Participant's base annual
             salary earned during a Plan Year while a participant,
             exclusive of commissions and bonuses.

        f.   The term "PLAN EARNINGS" means the consolidated income of
             the Company for a given Plan Year before provisions for
             awards under this Plan, provisions for awards under division
             management bonus plans, and before income taxes; and if
             approved by the Board, any unusual gain or loss arising from
             a valuation adjustment, or the sale, exchange, or
             disposition of a fixed asset, or other asset not acquired
             for sale and not of the type in which the Company or any
             subsidiary deals; all as determined by a certified
 public
             accountant selected by the Company.

   
<PAGE> 191

        g.   The term "STOCKHOLDERS EQUITY" means beginning net worth -
             common stock plus surpluses at the start of the calendar
             year.

        h.   The term "COMMITTEE" means the committee named by the Board
             to administer the Plan.

        i.   The term "PARTICIPANT" means any key employee of the Company
             or any of its subsidiaries who has been selected by the
             Committee as eligible to receive incentive compensation
             under the Plan.

        j.   The term "DEFERRED ACCOUNT" means the bookkeeping reserve
             account on the books of the Company to which deferred
             incentive awards under this plan are credited.

   5.   Eligibility and Participation
        -----------------------------
        Employees selected by the Committee as eligible to receive
        incentive compensation under the Plan shall be participants.  (As
        general guideline, this would include those employees who are at
        a grade 13 or above level and who have one or more continuous
        years of service with the Company.)

        When the Committee selects an employee to become a Participant
        under the Plan, it shall designate the date as of which his
        participation shall begin.

   6.   Annual Incentive Awards
        -----------------------
        At the end of each Plan Year when Plan Earnings are in excess of
        20% of Stockholders Equity, the incentive compensation to be
        awarded to each Participant shall be determined by multiplying
        his compensation for the Plan Year by the appropriate
        Compensation percentage determined from Tables AA, A and B
        attached hereto.

   7.   Plan Limitations
        ----------------
        Notwithstanding anything herein to the contrary, for Plan
        purposes, no award will be made for a Plan Year to a Participant
        whose employment terminated during the year unless the
        termination was due to retirement, disability, death or any other
        cause approved by the Committee.

   8.   Payment of Incentive Awards
        ---------------------------
        A Participant's award for a Plan Year under the Plan shall be
        paid in cash to the Participant, or his beneficiary or
        beneficiaries in the event of his death, as soon as practical
        after the end of the Plan Year, unless he elects to have a part
        or all of the award deferred as provided below.

   
<PAGE> 192

   9.   Deferral of Awards
        ------------------
        In lieu of receiving an award as provide din Item 8 above, a
        participant may elect to defer all or part of his bonus in
        accordance with the Newell Deferred Compensation Plan.  Election
        notices are mailed to all participants in December of each year.

   10.  Beneficiary Designation
        -----------------------
        Each person upon becoming a Participant may designate, upon such
        forms as may be provided for that purpose by the Company in the
        Plan in the event of his death.

   11.  Amendments
        ----------
        The Board may either modify or eliminate the Plan if in its
        judgment such modification or elimination does not materially or
        adversely affect the best interests of the Company or of the
        shareholders; provided that such modification or elimination
        shall not affect the obligation of the Company to pay any
        contingent compensation after it has been awarded.

   12.  Employment Rights
        -----------------
        Nothing contained in the Plan shall be construed as conferring a
        right upon any employee to be continued in the employment of the
        Company.


   


   
                                                             EXHIBIT 10.6
















                                   NEWELL
              PENSION PLAN FOR SALARIED AND CLERICAL EMPLOYEES
              ------------------------------------------------




            (As Amended and Restated Effective September 1, 1996)

   
<PAGE> 194



                                   NEWELL
              PENSION PLAN FOR SALARIED AND CLERICAL EMPLOYEES
              ------------------------------------------------
            (As Amended and Restated Effective September 1, 1996)



                                  ARTICLE I

                     Purpose, Intent and Effective Dates
                     -----------------------------------

             1.01  PURPOSE.  The Company has established and maintains
   the Newell Pension Plan for Salaried and Clerical Employees to aid its
   eligible employees to attain a greater degree of post-retirement
   financial security for themselves and their families.

             1.02  INTENT.  The Company intends that the Plan, as set
   forth in this amendment and restatement, and as it may from time to
   time be further amended, shall constitute a qualified Plan under the
   provisions of Section 401(a) (and further or successor applicable
   provisions) of the Code and shall be in full compliance with the
   provisions of ERISA.  The Company intends that the Plan shall continue
   to be maintained by it for the above purposes indefinitely, subject
   always, however, to the rights reserved in the Company to amend and
   terminate as hereinbelow set forth.

             1.03  EMPLOYEES TERMINATED PRIOR TO SEPTEMBER 1, 1996.  The
   provisions of the Plan, as Amended and Restated Effective September
 1,
   1996, shall not be applicable to any employee of the Company or an
   Affiliated Company whose employment terminated prior to September 1,
   1996, except as otherwise provided herein.  The rights of any such
   person to receive benefits, if any, under the Plan and the amount of
   and conditions under which such benefits shall be payable shall be
   determined in accordance with the provisions of the Plan or such other
   retirement plan, if any, as may have been applicable to the employee
   as in effect on the date of his termination of employment.

                                 ARTICLE II
                                 Definitions
                                 ----------

             The following terms, when used herein and initially
   capitalized as below indicated, shall, unless otherwise expressly
   provided, have the following respective meaning:

             "Accrued Benefit" when used in reference to a Participant as
   of any given date means his Normal Retirement Benefit determined as
   set forth in Section 4.01 hereof based on Credited Service through

   
<PAGE> 195

   such given date.  The Accrued Benefit of a Participant attributable to
   his own contributions shall be his accumulated contributions with
   Credited Interest compounded annually to the date of determination,
   multiplied by ten percent (10%) to convert such amount to an annual
   benefit under a straight-life annuity without ancillary benefits. 
   Unless otherwise provided under the Plan, each Section 401(a)(17)
   Employee's Accrued Benefit under this Plan will be the greater of the
   Accrued Benefit determined for the Employee under (a) or (b) below:

             (a)  the Employee's Accrued Benefit determined with respect
        to the benefit formula set forth in Section 4.01, applicable for
        the Plan Year beginning on January 1,  1994, as applied to the
        Employee's total years of Credited Service taken into account
        under the Plan for the purposes of benefit accruals, or

             (b)  the sum of:

                  (i)  the Employee's Accrued Benefit as of the last day
             of the last Plan Year beginning before January 1, 1994,
             frozen in accordance with Section 1.401(a)(4)-13 of the
             regulations, and

                  (ii) the Employee's Accrued Benefit determined under
             the benefit formula set forth in Section 4.01, applicable
             for the Plan Year beginning on January 1, 1994, as applied
             to the Employee's total years of Credited Service taken into
             account under the Plan for Plan Years beginning on or after
             January 1, 1994, for purposes of benefit accruals.
    
                  For purposes of this paragraph (b) an Employee's total
             years of Credited Service will be considered in determining
             the 30-year maximum set forth in Section 4.01.

             A Section 401(a)(17) Employee means an Employee whose
   current Accrued Benefit as of a date on or after the first day of the
   first Plan Year beginning on or after January 1, 1994, is based on
   Compensation for a year beginning prior to the first day of the first
   Plan Year beginning on or after January 1, 1994, that exceeded
   $150,000.

             "Actuarial (or Actuarially) Equivalent" or "Actuarial
   Equivalence" means the equality in value of the aggregate amounts
   expected to be received under different forms of payment, determined
   on the basis of the assumptions and methods set forth in Section 5.05
   below.

             "Actuary" means an actuary who is enrolled by the Joint
   Board for the Enrollment of Actuaries established under ERISA and who
   is selected by the Company from time to time to provide the actuarial
   reports and perform the actuarial services for the Plan.

   
<PAGE> 196

             "Affiliated Company" means:  (i) any corporation which is a
   member of a controlled group of corporations (as defined in
   Section 414(b) of the Code) which includes the Company; (ii) any trade
   or business, whether or not incorporated, which is under common
   control (as defined in Section 414(c) of the Code) with the Company;
   and (iii) any member of an affiliated service group (as defined in
   Section 414(m) of the Code), which includes the Company.

             "Beneficiary" means the person or persons entitled to
   receive benefits under the Plan by reason of the death of a
   Participant.

             "Board" means the Board of Directors of the Company as from
   time to time constituted.

             "Break in Service" means the period of an Employee's absence
   from active employment commencing upon his Severance Date from all
   Employers and ending (if at all) when he again performs an Hour of
   Service, within the meaning of the first clause (i) of the definition
   of "Hour of Service."

             "Code" means the Internal Revenue Code of 1986, as from time
   to time amended.

             "Company" means Newell Operating Company (formerly known as
   Newell Co., Newell Companies, Inc., Newell National Co. and Newell
   Mfg. Co.), a Delaware corporation and its predecessor, Newell Mfg. Co.
   (formerly known as Western Newell Mfg. Co.), an Illinois corporation.

             "Covered Compensation" means the annual basic compensation
   of a Participant from a Participating Employer for the relevant period
   for services rendered to the Participating Employer in any Plan Year,
   including (i) regular salary and straight-time wages for regular work
   week time, (ii) 100% of earned commissions for commission salesmen,
   (iii) any bonus (whether or not paid or deferred pursuant to the
   Company's Incentive Bonus Plan) up to $3,000 in any Plan Year,
   (iv) any amounts withheld pursuant to the Newell Long-Term Savings and
   Investment Plan or the Newell Flexible Benefits Account Plan, but
   excluding (i) all shift premiums and overtime and benefits under this
   Plan or any other employee benefit plan, and (ii) severance payments. 
   In no event shall the compensation of a Participant taken into account
   under the Plan for any year commencing after December 31, 1988 and
   prior to January 1, 1994 exceed $200,000 (or such greater amount
   provided pursuant to Section 401(a)(17) of the Code).  In addition to
   other applicable limitations set forth in the Plan, and
   notwithstanding any other provision of the Plan to the contrary, for
   Plan Years beginning on or after January 1, 1994, the annual
   compensation of each Employee taken into account under the Plan shall
   not exceed the OBRA '93 annual compensation limit.  The OBRA '93
   annual compensation limit is $150,000, as adjusted by the Commissioner
   of Internal Revenue for increases in the cost of living in accordance
   with Section 401(a)(17)(B) of the Code.  The cost-of-living adjustment

   
<PAGE> 197

   in effect for a calendar year applies to any period, not exceeding 12
   months, over which compensation is determined (determination period)
   beginning in such calendar year.  If a determination period consists
   of fewer than 12 months, the OBRA '93 annual compensation limit will
   be multiplied by a fraction, the numerator of which is the number of
   months in the determination period, and the denominator of which is
   12.  For Plan Years beginning on or after January 1, 1994, any
   reference in this Plan to the limitation under Section 401(a)(17) of
   the Code shall mean the OBRA '93 annual compensation limit set forth
   in this provision.  If compensation for any prior determination period
   is taken into account in determining an Employee's benefits accruing
   in the current Plan Year, the compensation for that prior
   determination period is subject to the OBRA '93 annual compensation
   limit in effect for that prior determination period.  For this
   purpose, for determination periods beginning before the first day of
   the Plan Year, beginning on January 1, 1994, the OBRA '93 annual
   compensation limit is $150,000.  Notwithstanding the foregoing, for
   purposes of Section 4.14 of the Plan, "compensation" shall have the
   meaning set forth in Section 4.14(j). 

             "Credited Interest" means interest compounded annually at
   the rate of three percent (3%) per annum through December 31, 1972, at
   four percent (4%) per annum from January 1, 1973 through December 31,
   1975, at five percent (5%) per annum from January 1, 1976 through
   December 31, 1987, and beginning January 1, 1988, at 120% per annum of
   the mid-term applicable Federal rate (AFR) (as in effect under Section
   1274 of the Code for the first month of the Plan Year) established by
   the Secretary of the Treasury pursuant to Section 204(c)(2)(C)(iii) of
   ERISA, on the aggregate amount from time to time of a Participant's
   contributions to the Plan.

             "Credited Service" means all service of an Employee, while
   on a salaried or clerical basis with a Participating Employer (on and
   after the date specified in column 2 of Exhibit A hereto) that is
   included in a period of Vesting Service, and that is completed while
   the Employee is a Participant or during such Employee's Eligibility
   Year of Service; SUBJECT, HOWEVER, to the following special rules:

             (a)  Credited Service will not include any service prior to
        January 1, 1973 if the Employee was eligible to contribute to
        this Plan at any time prior to January 1, 1973 and failed to
        contribute the full amount required to this Plan; except that
        Credited Service will include any period of service immediately
        prior to January 1, 1973, when the Employee was contributing the
        full amount required to this Plan.

             (b)  Credited Service will not include any period of service
        during which an Employee is included in a unit of employees
        covered by a collective bargaining agreement for which retirement
        benefits were a subject of good faith negotiations, unless such
        collective bargaining agreement provides for the participation of
        such Employees in this Plan.

   
<PAGE> 198

             (c)  Credited Service will not include leaves of absence
        granted by an Employer to an Employee on and after August 5, 1993
        pursuant to the Family and Medical Leave Act, regardless of
        whether the Employee returns to work for an Employer at the end
        of such leave of absence.

             "Early Retirement Date" means the first day of the calendar
   month following the month in which a Participant completes at least
   fifteen (15) years of Vesting Service, attains age sixty (60) and
   elects, by written notice delivered to the Pension Administrative
   Committee at least thirty (30) days in advance of such Date, to Retire
   prior to his Normal Retirement Date.

             "Effective Date" means January 1, 1989.

             "Eligibility Commencement Date" when used in reference to an
   Employee means the later of the Effective Date and the first day
   thereafter on which he meets all of the following requirements:

             (a)  He is employed on a salaried or clerical basis by a
        Participating Employer (after it becomes a Participating
        Employer);

             (b)  He is not included in a unit of employees covered by a
        collective bargaining agreement for which retirement benefits
        were a subject of good faith negotiations, unless such collective
        bargaining agreement provides for the participation of such
        Employees in this Plan;

             (c)  He is not a non-resident alien as described in Section
        410(b)(3)(C) of the Code; and

             (d)  He has completed an Eligibility Year of Service.

             "Eligibility Year of Service" means the twelve (12) month
   period, commencing with the later of (a) the date an Employee first
   performs an Hour of Service for an Employer or an Affiliated Company
   (whether or not it is a Participating Employer), and (b) the date
   specified in column 1 of Exhibit A hereto, during which he completes
   at least 1,000 Hours of Service, or if he does not complete 1,000
   Hours of Service during such twelve (12) month period, then the first
   Plan Year ending thereafter in which he does complete 1,000 Hours of
   Service.  Eligibility Years of Service shall include leaves of absence
   granted by an Employer or an Affiliated Company to an Employee on and
   after August 5, 1993 pursuant to the Family and Medical Leave Act, if
   the Employee returns to work for an Employer or an Affiliated Company
   at the end of such leave of absence.

             "Eligible Spouse" means a person to whom a Participant is
   legally married on the date benefit payments commence under
   Section 4.01 (Normal), 4.02 (Postponed), 4.03 (Early) or 4.04
   (Vested).

   
<PAGE> 199

             "Employee" means each person, officer or otherwise, in an
   employee-employer relationship with an Employer.

             "Employer" means (i) the Company's corporate management
   group, (ii) each operating division of the Company, and (iii) each
   Affiliated Company, whether or not it is a Participating Employer.

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

             "Excess Compensation" means that part of the Covered
   Compensation (as defined above) of a Participant for a Plan Year that
   exceeds $25,000.  If a Participant's employment begins or ends during
   a Plan Year, his Excess Compensation shall be determined by assuming
   that he had Covered Compensation for the entire Plan Year at the same
   rate as yields his actual Covered Compensation for so much of the Plan
   Year as he was an Employee.

             "Forfeiture" means the Accrued Benefit of a Participant to
   which he (or his Beneficiary) does not become entitled upon a
   Severance Date and which is thus forfeited pursuant to Section 4.11
   below.

             "Fund" means the entire trust fund from time to time held by
   the Trustees pursuant to the Trust for the purposes of this Plan.

             "Hour of Service" means:

                  (i)  each hour for which an Employee is paid or
             entitled to payment for the performance of duties for an
             Employer on and after the later of (i) the date the Employee
             is first hired by an Employer, and (ii) the date specified
             in column (1) of Exhibit A hereto with respect to such
             Employer (provided that, if no date is specified in such
             column with respect to an Employer, the date on which such
             Employer became an Affiliated Company shall be utilized for
             purposes of this clause (ii)); and

                  (ii)  each hour for which an Employee is directly or
             indirectly paid by an Employer or is entitled to payment
             from an Employer during which no duties are performed by
             reason of vacation, holiday, illness, incapacity (including
             disability), layoff, jury duty, military duty or leave of
             absence (but not in excess of 501 hours in any continuous
             period during which no duties are performed), on and after
             the later of (i) the date the Employee is first hired by an
             Employer, and (ii) the date specified in column (1) of
             Exhibit A hereto with respect to such Employer (provided
             that, if no date is specified in such column with respect to
             an Employer, the date on which such Employer became an
             Affiliated Company shall be utilized for purposes of this
             clause (ii)).

   
<PAGE> 200

   Each Hour of Service for which back pay, irrespective of mitigation of
   damages, is either awarded or agreed to by an Employer shall be
   included under either subsection (i) or (ii) above as may be
   appropriate.  Hours of Service shall be credited:

             (a)  in the case of Hours referred to in subsection (i)
        above, for the computation period in which the duties are
        performed;

             (b)  in the case of Hours referred to in subsection (ii)
        above, for the computation period or periods in which the period
        during which no duties are performed occurs; and

             (c)  in the case of Hours for which back pay is awarded or
        agreed to by an Employer, for the computation period or periods
        to which the award or agreement pertains rather than to the
        computation period in which the award, agreement or payment is
        made.

             In determining Hours of Service, with respect to an Employee
   who is employed on other than an hourly rated basis, such Employee
   shall be credited with ten (10) Hours of Service per day for each day,
   or forty-five (45) Hours of Service per week for each week, that the
   Employee would, if hourly rated, be credited with service pursuant to
   subsection (i) above.  If an Employee is paid for reasons other than
   the performance of duties pursuant to subsection (ii) above:  (i) in
   the case of a payment made or due which is calculated on the basis of
   units of time, an Employee shall be credited with the number of
   regularly scheduled working hours included in the units of time on the
   basis of which the payment is calculated; and (ii) an Employee without
   a regular work schedule shall be credited with eight (8) Hours of
   Service per day (to a maximum of forty (40) Hours of Service per week)
   for each day that the Employee is so paid.  Hours of Service shall be
   calculated in accordance with Department of Labor Regulations Section
   2530.200b-2 or any future legislation or regulation that amends,
   supplements or supersedes said section.  Persons described in
   subsection (c) of the definition of "Vesting Service" (subject,
   however, to the limitation of that subsection) shall be treated as
   Employees of an Employer for purposes of calculating Hours of Service.

             "Leased Employee" means a person who is not employed by an
   Employer but who performs services for an Employer pursuant to an
   agreement between the Employer and a leasing organization after such
   person performs such services on a substantially full-time basis for a
   twelve-month period, provided that the services are of the type
   historically performed by employees in the business field.  Subject to
   the provisions of subsection (c) of the definition of "Vesting
   Service" and the last sentence of the definition of "Hour of Service,"
   a Leased Employee of an Employer shall not be considered an Employee
   for purposes of the Plan.

   
<PAGE> 201

             "Named Fiduciary" means the entity which has ultimate
   authority to control and manage the operation and administration of
   the Plan and in this Plan means the Company as set forth in Section
   8.01 below.

             "Normal Retirement Benefit" when used in reference to a
   Participant means his normal retirement benefit, if any, determined as
   set forth in Section 4.01.

             "Normal Retirement Date" means the first day of the calendar
   month following a Participant's sixty-fifth (65th) birthday.  A
   Participant's Accrued Benefit shall be nonforfeitable on his sixty-
   fifth (65th) birthday.

             "Participant" means an Employee or a former Employee who is
   described as a Participant under Article III of the Plan.

             "Participating Employer" means the Company and (i) each
   Employer whose Employees participated in a Prior Plan immediately
   prior to the Effective Date; and (ii) each other Employer (A) to which
   the Board has extended this Plan by resolution specifying the date on
   which this Plan becomes effective as to that Employer, and (B) if that
   other Employer is separately incorporated, which has adopted this Plan
   as its own plan by resolution of its board of directors.  Each
   Employer that is a Participating Employer is identified on Exhibit A
   to this Plan, together with the date on and after which Hours of
   Service, an Eligibility Year of Service, Vesting Service and Credited
   Service shall be counted with respect to such Participating Employer.

             "Pension Administrative Committee" means the Plan
   administrative committee referred to in Article VIII hereof as from
   time to time constituted.

             "Pension Finance Committee" means the Plan finance committee
   referred to in Article VIII hereof as from time to time constituted.

             "Plan" means the NEWELL PENSION PLAN FOR SALARIED AND
   CLERICAL EMPLOYEES, as amended and restated effective January 1, 1989,
   as herein set forth and as from time to time amended and includes also
   the WESTERN NEWELL MFG. CO. PENSION PLAN, as established February 1,
   1949, and successive amendments thereto and restatements thereof.

             "Plan Year" means the fiscal year of the Plan and of the
   Trust and, until changed, shall begin January 1 and end December 31 of
   each year.

             "Postponed Retirement Date" when used in reference to a
   Participant means the date, following his Normal Retirement Date, on
   which he Retires.

             "Prior Plan" means any of the following:

   
<PAGE> 202

                  (i)  Anchor Hocking Retirement Plan for Salaried
             Employees;

                  (ii) Anchor Hocking Retirement Plan for Salaried
             Employees - Hourly Part;

                  (iii)     Sanford Corporation Retirement Plan for
             Salaried Employees;

                  (iv) BernzOmatic Corporation Employees' Pension Plan;

                  (v)  Foley Company Retirement Plan for Office and
             Administrative Employees;

                  (vi) Contributory Pension Plan for the Hourly-Paid
             Employees of the Moldcraft Division of Anchor Hocking
             Plastic Packaging, Inc.;

                  (vii)     Empire Berol Corporation Revised Basic
             Pension Plan;

                  (viii)    Faber-Castell Retirement Plan for Salaried
             Employees;

                  (ix) Goody Products, Inc. Pension Plan for Salaried
             Employees; and

                  (x)  Stuart Hall Company, Inc. Non-Bargaining Unit
             Rmployees' Retirement Plan.

             "Qualified Joint and Survivor Annuity" means a monthly
   annuity for the life of the Participant with a survivor annuity for
   the life of his Eligible Spouse, the monthly payments of which are
   equal to one-half of the monthly amount paid or payable to the
   Participant.

             "Retirement" or "Retires" or "Retiring" means the first day
   of the calendar month following the termination of a Participant's
   service with an Employer when he is entitled to a normal, postponed,
   or early retirement benefit under Article IV hereof.

             "Severance Date" means the earlier of:

                  (i)  the date the employment of an Employee terminates
             by reason of quitting, Retirement, death or discharge; and

                  (ii)  the first anniversary of the first date of an
             absence from the performance of duties as an Employee (with
             or without pay) for any other reason (such as vacation,
             holidays, sickness, disability, leave of absence or layoff).

   
<PAGE> 203

             If any Employee who is absent from work because of (i) the
   Employee's pregnancy, (ii) the birth of the Employee's child,
   (iii) the placement of a child with the Employee in connection with
   the Employee's adoption of the child, or (iv) caring for such child
   immediately following such birth or placement, shall be absent for
   such reason beyond the first anniversary of the first date of absence,
   his Severance Date shall be the second anniversary of the first day of
   such absence, provided that the Employee furnishes to the Pension
   Administrative Committee such timely information that the Pension
   Administrative Committee may reasonably require to establish (A) that
   the absence from work is for one of the reasons specified in clauses
   (i) through (iv), and (B) the number of days for which there was such
   an absence.  Notwithstanding anything to the contrary contained
   herein, in no event shall the period between the first and second
   anniversary of the first day of such absence be counted as a period of
   employment for purposes of calculating Vesting Service or Credited
   Service.

             "Spouse" means an Eligible Spouse or a Surviving Spouse.

             "Surviving Spouse"  means a person to whom a Participant is
   legally married for at least the one (1) year period ending on the
   Participant's date of death.

             "Trust" means the Newell Co. Master Retirement Trust as set
   forth in the Trust Agreement entered into on July 1, 1989, by and
   between the Company and The Northern Trust Company, as Trustee, as the
   same may from time to time be amended.

             "Trustees" means the trustee under the Trust, or any
   successor trustee or trustees under the provisions of the Trust.

             "Vesting Service" means all service of an Employee with an
   Employer or an Affiliated Company, based on calendar months, counted
   from the earlier of (A) the later of (i) the date the Employee is
   first hired by an Employer or an Affiliated Company, and (ii) the date
   specified in column 1 of Exhibit A hereto with respect to such
   Employer (provided that, if no date is specified in such column with
   respect to an Employer, the date on which such Employer became an
   Affiliated Company shall be utilized for purposes of this clause
   (ii)), and (B) the date on which the Employee began accruing Vesting
   Service under a Prior Plan, to his last Severance Date; SUBJECT,
   HOWEVER, to the following special rules:

             (a)  Breaks in Service will be excluded in determining
        Vesting Service, except that a Break in Service incurred when an
        Employee quits, Retires, or is discharged will not be excluded if
        the Employee returns to the performance of duties as an Employee
        of an Employer prior to the first anniversary of his absence from
        the performance of duties; provided that if such Break in Service
        commenced while the Employee was absent from the performance of
        duties for one of the reasons described in paragraph (ii) of the

   
<PAGE> 204

        definition of "Severance Date," the Break in Service will only
        not be excluded if it is incurred, and the Employee returns to
        the performance of duties as an Employee of an Employer, prior to
        the first anniversary of his absence from the performance of
        duties.

             (b)  For an Employee who is entitled to any portion of his
        Accrued Benefit in accordance with Article IV or Article XII
        hereof, service which would otherwise be Vesting Service which
        occurs before a Break in Service of at least twelve (12)
        consecutive months will be included in determining Vesting
        Service if the Employee completes one Eligibility Year of Service
        after the date on which the Break in Service ends.

             (c)  For an Employee who is not entitled to any portion of
        his Accrued Benefit in accordance with Article IV or Article XII
        hereof, service which would otherwise be Vesting Service which
        occurs before a Break in Service of at least twelve (12) consecu-
        tive months will be included in determining Vesting Service if
        the Employee completes one year of Eligibility Service after the
        date on which the Break in Service ends; provided that in no
        event will such service be included in determining Vesting
        Service if the length of the Break in Service exceeds:  (i) if
        the Break in Service commenced before January 1, 1985, the length
        of the prior Vesting Service (determined after applying this same
        rule to such prior Vesting Service) or (ii) if the Break in Ser-
        vice commenced after December 31, 1984, the greater of the period
        determined under clause (i) or five (5) years.

             (d)  Any Leased Employee of an Employer or an Affiliated
        Company who subsequently becomes an Employee and thereafter
        participates in the Plan shall receive credit for vesting
        hereunder for his period of employment as a Leased Employee,
        except to the extent that Section 414(n)(5) of the Code was
        satisfied with respect to such Employee while he was a Leased
        Employee.

             (e)  Vesting Service shall include leaves of absence granted
        by an Employer or an Affiliated Company to an Employee on and
        after August 5, 1993 pursuant to the Family and Medical Leave
        Act, if the Employee returns to work for an Employer or an
        Affiliated Company at the end of such leave of absence.

             GENDER AND NUMBER.  The masculine pronoun wherever used
   herein shall be deemed to include the feminine and the neuter, and the
   singular shall be deemed to include the plural whenever the context
   requires.

   
<PAGE> 205

                                 ARTICLE III

                        Eligibility and Participation
                        -----------------------------

             3.01  REQUIREMENTS FOR PARTICIPATION.  Each Employee who was
   a Participant in the Plan immediately prior to the Effective Date
   shall continue to participate in and receive benefits under the Plan
   in accordance with its terms.  Each other Employee shall become a
   Participant on his Eligibility Commencement Date.

             3.02  DURATION.  (a)  An Employee who became a Participant
   and attained his Severance Date prior to January 1, 1993 continued to
   be a Participant until the end of a Plan Year in which he completed
   fewer than 501 Hours of Service and also continued to be a Participant
   thereafter for so long as he was entitled to receive any benefits
   hereunder regardless of when such benefits are payable.  If such
   Participant completed fewer than 501 Hours of Service in any Plan Year
   before becoming entitled to receive (then or thereafter) a benefit
   hereunder, he thereupon ceased to be a Participant unless and until he
   thereafter completed another Eligibility Year of Service in which
   event he was deemed to have become a Participant on the first day of
   such completed Eligibility Year of Service.  Notwithstanding the
   foregoing, if such Participant who left an Employer to serve in the
   armed forces of the United States for a period during which his
   reemployment rights are guaranteed by law, ceased to be a Participant
   under the preceding provisions of this subsection (a), and such
   Participant returned to work for an Employer prior to the expiration
   of his reemployment rights, such Participant continued to participate
   in the Plan until he so returned (and thereafter in accordance with
   the terms of the Plan), despite his failure to complete 501 Hours of
   Service during any Plan Year prior to January 1, 1993 because he was
   absent for such purpose.

             (b)  An Employee who is absent from work with an Employer
   because of (i) the Employee's pregnancy, (ii) the birth of the
   Employee's child, (iii) the placement of a child with the Employee in
   connection with the Employee's adoption of the child, or (iv) caring
   for such child immediately following such birth or placement shall
   receive credit solely for purposes of subsection (a) above for the
   Hours of Service provided in subsection (c) below; provided that the
   total number of hours credited as Hours of Service under this sub-
   section shall not exceed 501 Hours of Service.

             (c)  In the event of an Employee's absence from work for any
   of the reasons set forth in subsection (b) above, the Hours of Service
   that the Employee will be credited with under subsection (b) are (i)
   the Hours of Service that otherwise would normally have been credited
   to the Employee but for such absence, or (ii) eight (8) Hours of
   Service per day of such absence if the Pension Administrative
   Committee is unable to determine the Hours of Service described in
   clause (i).

   
<PAGE> 206

             (d)  An Employee who is absent from work for any of the
   reasons set forth in subsection (b) above shall be credited with Hours
   of Service under subsection (b):  (i) only in the Plan Year in which
   the absence begins, if the Employee would be prevented from ceasing to
   be a Participant under subsection (a) above in that Year solely
   because he receives credit for Hours of Service for the period of ab-
   sence, as provided in subsections (b) and (c) above, or (ii) in any
   other case, in the immediately following Plan Year.

             (e)  No credit for Hours of Service will be given pursuant
   to subsections (b), (c) and (d) above unless the Employee furnishes to
   the Pension Administrative Committee such timely information that the
   Pension Administrative Committee may reasonably require to establish: 
   (i) that the absence from work is for one of the reasons specified in
   subsection (b) and (ii) the number of days for which there was such an
   absence.  No credit for Hours of Service will be given pursuant to
   subsections (b), (c), and (d) for any purpose of the Plan other than
   the determination of whether an Employee has ceased to be a Par-
   ticipant pursuant to subsection (a).

             3.03  CHANGE IN STATUS.  If a Participant shall cease to be
   employed on a salaried or clerical basis but continues to be an
   Employee, he shall be deemed to be an inactive Participant until he
   again is employed on a salaried or clerical basis or ceases to be an
   Employee, whichever first occurs.  After he becomes, and so long as he
   remains, an inactive Participant, he shall accrue no Credited Service
   for purposes of the Plan but shall continue to accrue Vesting Service
   in accordance with its terms.  Upon the Retirement, death, disability
   or other termination of employment of an inactive Participant, payment
   of his benefits will be made to him or to his Spouse or Beneficiary
   pursuant to the applicable provisions of Articles IV and V.


                                 ARTICLE IV

                              Pension Benefits
                              ----------------

             4.01  BENEFITS PAYABLE ON NORMAL RETIREMENT.  Subject to the
   provisions of Section 4.06 below and of subsection (d) of this Section
   4.01, each Participant who Retires on his Normal Retirement Date shall
   be entitled to receive his Normal Retirement Benefit, a monthly bene-
   fit for the remainder of his lifetime, equal to the aggregate of the
   amounts determined under subsections (a), (b) and (c) below, based on
   Credited Service determined in accordance with subsection (d) below.

             (a)  The portion of the Normal Retirement Benefit attribu-
        table to Credited Service before January 1, 1982, shall be the
        accrued benefit (determined under the terms and provisions of the
        Plan as in effect on December 31, 1981) to which a Participant is
        entitled as of January 1, 1982; PROVIDED, HOWEVER that for
        purposes of determining such accrued benefit, the compensation

   
<PAGE> 207

        for the Plan Year 1977 for each Participant who was paid
        compensation for the entire Plan Year 1978 shall be deemed to be
        his compensation for the Plan Year 1978 divided by 1.06.  For
        purposes of determining the accrued benefit of a Participant as
        of January 1, 1982 pursuant to this subsection (a), if the
        "Social Security Reduction Amount," as that term was defined in
        the Plan as of December 31, 1983, was calculated by using an
        estimate of the wages of an Employee for some or all years of
        employment for purposes of determining such Employee's "Primary
        Social Security Amount," as described in the paragraph in the
        Plan as of December 31, 1983, in which such term was so defined:

                  (i)  The pre-termination (or pre-hire) wage history
             shall be estimated by applying a salary scale, projected
             backwards, to the Employee's compensation (as defined in
             section 3.3 of Internal Revenue Service Revenue Ruling 71-
             446) at termination of employment (or at hire) and the
             salary scale shall be either:

                       (A)  the actual change in the average wages from
                  year to year as determined by the Social Security
                  Administration, or

                       (B)  a level percentage per year that is not less
                  than six percent per annum;

                  (ii)  The Pension Administrative Committee shall give
             clear written notice to each Employee of the Employee's
             right to supply actual salary history and of the financial
             consequences of failing to supply such history.  The notice
             must be given each time the summary plan description for the
             Plan is provided to the Employee and must also be given upon
             termination of employment.  The notice must also state that
             the Employee can obtain the actual salary history from the
             Social Security Administration; and

                  (iii)  The accrued benefit for any Participant will be
             adjusted based on an actual salary history for years
             previously estimated before termination of employment (and
             an assumed post-termination compensation in accordance with
             section 11.01 of Internal Revenue Service Revenue Ruling 71-
             446 when applicable) if the Participant supplies
             documentation of that history.  Such documentation must be
             provided no later than ninety (90) days following the later
             of the date of termination of employment and the time when
             the Participant is notified of the amount of retirement
             income to which he is entitled.

        The estimated wages may be used either only for years before
        employment or for all years before termination of employment.

   
<PAGE> 208

             (b)  The portion of the Normal Retirement Benefit attribut-
        able to Credited Service from January 1, 1982 through December
        31, 1988, shall be one-twelfth (1/12) of the sum of:

                  (i)  one and one-tenth percent (1.1%) of his Covered
             Compensation for each year of Credited Service from January
             1, 1982 through December 31, 1988, plus

                  (ii)  one and two-tenths percent (1.2%) of his Excess
             Compensation for each year of Credited Service from January
             1, 1982 through December 31, 1988.

             (c)  The portion of the Normal Retirement Benefit
        attributable to Credited Service from and after the Effective
        Date shall be one-twelfth (1/12) of the sum of:

                  (i)  one and thirty-seven hundredths percent (1.37%) of
             his Covered Compensation that is not Excess Compensation for
             each year of Credited Service from and after the Effective
             Date, plus

                  (ii)  one and eighty-five hundredths percent (1.85%) of
             his Excess Compensation for each year of Credited Service
             from and after the Effective Date.

             (d)  For purposes of determining the portion of the Normal
        Retirement Benefit to which a Participant is entitled pursuant to
        subsections (b) and (c) above:

                  (i)  Not more than thirty (30) years of Credited
             Service as a Participant under this Plan from and after
             January 1, 1982 shall be taken into account for purposes of
             subsections (b) and (c) above.

                  (ii)  In the case of a Participant with more than
             thirty (30) years of Credited Service as a Participant under
             this Plan from and after January 1, 1982, the years of such
             Credited Service to be taken into account for purposes of
             subsections (b) and (c) shall be those thirty (30) years
             (whether or not consecutive) which make the greatest contri-
             bution to his Normal Retirement Benefit under this Plan; and

                  (iii)  If a Participant has Credited Service from and
             after January 1, 1982, as a Participant under this Plan and
             under the Newell Pension Plan for Factory and Distribution
             Hourly Paid Employees As Amended and Restated Effective
             January 1, 1989 (the "Hourly Plan"), the Participant shall
             be entitled to credit for a maximum of thirty (30) years of
             Credited Service under both this Plan and the Hourly Plan
             for purposes of computing his aggregate benefit from and
             after January 1, 1982, under subsections (b) and (c) of this
             Section 4.01 and under the Hourly Plan; provided that if a

   
<PAGE> 209

             Participant has more than thirty (30) years of such Credited
             Service from and after January 1, 1982, the years of such
             Credited Service to be taken into account for purposes of
             computing such aggregate benefit under this Plan and the
             Hourly Plan shall be those 30 years (whether or not
             consecutive) which make the greatest contribution to such
             aggregate Normal Retirement Benefit under both Plans; and
             provided, further, that in no event will a Participant
             receive Credited Service for purposes of determining his
             Normal Retirement Benefit under this Plan while he is a
             Participant under the Hourly Plan.

             (e)  In no event shall this Section 4.01 be applied to
        reduce the Normal Retirement Benefit of any Participant below the
        accrued benefit (determined under the terms and provisions of the
        Plan as in effect on December 31, 1981) to which he was entitled
        as of January 1, 1983, or the accrued benefit (determined under
        the terms and provisions of the Plan as in effect on December 31,
        1988) to which he was entitled as of January 1, 1989.

             4.02  BENEFITS PAYABLE ON POSTPONED RETIREMENT.  Subject to
   the provisions of Section 4.06 below, each Participant who Retires on
   his Postponed Retirement Date shall be entitled to receive a monthly
   benefit for the remainder of his lifetime, commencing on the first day
   of the month following such Postponed Retirement Date, equal to the
   amount determined in Section 4.01 above based on Credited Service (as
   limited by subsection 4.01(d)) as of his Postponed Retirement Date.

             4.03  BENEFITS PAYABLE ON EARLY RETIREMENT.  Subject to the
   provisions of Section 4.06 below, each Participant who Retires on his
   Early Retirement Date, shall be entitled to receive a monthly benefit
   for the remainder of his lifetime equal to his Accrued Benefit upon
   such Early Retirement Date, reduced where applicable by one-half of
   one percent (0.5%) for each month by which the date such benefit pay-
   ments commence precedes his Normal Retirement Date.

             4.04  VESTED BENEFITS.  Subject to the provisions of
   Section 4.05 below, each Participant who upon a Severance Date caused
   other than by death is not thereby eligible for the benefits described
   in Section 4.01, 4.02 or 4.03 shall be entitled to receive, if the
   Participant has completed five (5) years of Vesting Service at his
   Severance Date, a monthly benefit equal to his Accrued Benefit at his
   Severance Date, reduced where applicable by one-half of one percent
   (0.5%) for each month by which the date such payments commence
   precedes his Normal Retirement Date.

             4.05  COMMENCEMENT OF BENEFITS.

             (a)  Unless a Participant otherwise elects as provided
   below, payment of benefits under Sections 4.01, 4.02, 4.03, and 4.04
   will commence on the later of the Participant's Normal Retirement Date
   and his Postponed Retirement Date.  A Participant who has completed at

   
<PAGE> 210

   least fifteen (15) years of Vesting Service may elect to have payment
   of reduced benefits under Section 4.03 or 4.04 commence on the first
   day of an earlier month but in no event before the later of his
   Severance Date and his sixtieth (60th) birthday.

             (b)  Any election under this Section 4.05 shall be made by
   written notice designating the selected date and delivered to the
   Pension Administrative Committee at least thirty (30) days in advance
   of that date.  The provisions of subsections (a) and (b) are hereby
   expressly made subject to the terms of subsection (c) below.

             (c)  Notwithstanding anything to the contrary contained
   elsewhere in the Plan:

                  (i)  The payment of benefits under the Plan to any
             Participant will:

                       (A)  be distributed to him not later than the
                  Required Distribution Date (as defined in subsection
                  (c)(iii)), or

                       (B)  be distributed to him commencing not later
                  than the Required Distribution Date in accordance with
                  regulations prescribed by the Secretary of the Treasury
                  (I) over the life of the Participant or over the lives
                  of the Participant and his Beneficiary, or (II) over a
                  period not extending beyond the life expectancy of the
                  Participant or the life expectancy of the Participant
                  and his Beneficiary.

                  (ii) (A)  If the Participant dies after distribution to
                  him has commenced pursuant to subsection (c)(i)(B) but
                  before his entire interest in a benefit under the Plan
                  has been distributed to him, then the remaining portion
                  of that interest will be distributed at least as
                  rapidly as under the method of distribution being used
                  under subsection (c)(i)(B) at the date of his death.

                       (B)  If the Participant dies before distribution
                  to him has commenced pursuant to subsection (c)(i)(B),
                  then, except as provided in subsections (c)(ii)(C) and
                  (c)(ii)(D), his entire interest in a benefit under the
                  Plan will be distributed within five (5) years after
                  his death.

                       (C)  Notwithstanding the provisions of subsection
                  (c)(ii)(B), if the Participant dies before distribution
                  to him has commenced pursuant to subsection (c)(i)(B)
                  and if any portion of his interest in a benefit under
                  the Plan is payable (I) to or for the benefit of a
                  Beneficiary, (II) in accordance with regulations
                  prescribed by the Secretary of the Treasury over the

   
<PAGE> 211

                  life of the Beneficiary or over a period not extending
                  beyond the life expectancy of the Beneficiary, and
                  (III) beginning not later than one (1) year after the
                  date of the Participant's death or such later date as
                  the Secretary of the Treasury may prescribe by regula-
                  tions, then the portion of such interest referred to in
                  this subsection (c)(ii)(C) shall be treated as
                  distributed on the date on which such distributions
                  begin.

                       (D)  Notwithstanding the provisions of subsections
                  (c)(ii)(B) and (c)(ii)(C), if the Beneficiary referred
                  to in subsection (c)(ii)(C) is the Surviving Spouse of
                  the Participant, then:

                       (I)  the date on which the distributions are
                            required to begin under subsection
                            (c)(ii)(C)(III) shall not be earlier than the
                            date on which the Participant would have
                            attained age 70 1/2, and

                  (II) if the Surviving Spouse dies before the distribu-
                       tions to such Spouse begin, then this subsection
                       (c)(ii)(D) shall be applied as if the Surviving
                       Spouse were the Participant.

                  (iii)  For purposes of this subsection (c), the
             "Required Distribution Date" means April 1 of the calendar
             year following the calendar year in which the Participant
             attains age 70 1/2; provided, however, that if the
             Participant attained age 70 1/2 in calendar year 1988, the
             Required Distribution Date means April 1, 1990, and further
             provided that if the Participant attained age 70 1/2 prior
             to January 1, 1988, the Required Distribution Date means the
             April 1 following the later of the calendar year in which
             the Participant:  (A) attained age 70 1/2, or (B) terminated
             service with all Employers, unless he was a five-percent
             owner (as defined in Section 416 of the Code) of the Company
             with respect to the Plan Year ending in the calendar year in
             which he attained age 70 1/2, in which case clause (B) shall
             not apply.

                  (iv)  For purposes of this subsection (c), the life
             expectancy of a Participant and his Spouse may be
             redetermined, but not more frequently than annually.

             4.06  NORMAL FORMS OF BENEFIT.

             (a)  If a Participant does not make a timely election not to
   receive payments pursuant to this subsection (a) and to receive
   payments pursuant to one of the optional forms of payment described in
   Section 5.01 below, and has an Eligible Spouse at the time payments

   
<PAGE> 212

   under Section 4.01, 4.02, 4.03, or 4.04, above, commence, the benefits
   payable thereunder to the Participant shall be payable as a Qualified
   Joint and Survivor Annuity which shall be the Actuarial Equivalent of
   the retirement benefit set forth in the applicable Section.  Any elec-
   tion by a Participant not to receive payments pursuant to this subsec-
   tion (a) shall only be effective if the requirements contained in the
   last sentence of Section 5.01(f) have been satisfied.

             (b)  If a Participant does not make a timely election not to
   receive payments pursuant to this subsection (b) and to receive
   payments pursuant to one of the optional forms of benefits described
   in Section 5.01 below, and does not have an Eligible Spouse at the
   time payments under Section 4.01, 4.02, 4.03, or 4.04, above, com-
   mence, the benefits payable thereunder to the Participant shall be
   payable as an annuity for the Participant's life ending on the first
   day of the month during which his death occurs.

             4.07  SURVIVING SPOUSE'S BENEFITS.

             (a)  Qualified Preretirement Survivor Annuity.  Subject to
   the last sentence of subsection (b) below:

                  (i)  Upon the death of a Participant:

                       (A)  Who dies after he has satisfied the require-
                  ments for a benefit under Section 4.03, or after he has
                  satisfied the Vesting Service requirements of Section
                  4.04 or Section 12.05, if applicable, and

                       (B)  Who has not commenced receiving benefit
                  payments accrued under the Plan,

   his Surviving Spouse shall be entitled to receive a "Qualified
   Preretirement Survivor Annuity."

                  (ii)  A Qualified Preretirement Survivor Annuity
             payable to a Surviving Spouse shall be a survivor annuity
             for the life of the Surviving Spouse based upon the Partici-
             pant's Accrued Benefit at his Severance Date (but reduced as
             provided below), payable at the following times:

                       (A)  If the Participant shall have completed
                  fifteen (15) years of Vesting Service at his Severance
                  Date, and shall not have attained the age of sixty (60)
                  years on or prior to the date of his death, then such
                  Qualified Preretirement Survivor Annuity shall commence
                  on the first day of the month following the date that
                  would have been the Participant's sixtieth (60th)
                  birthday if he had lived until that date; provided,
                  however, his Surviving Spouse shall have the right to
                  request that payment of such Qualified Preretirement
                  Survivor Annuity be deferred until the first day of any

   
<PAGE> 213

                  month after the date that would have been the
                  Participant's sixtieth (60th) birthday up to and
                  including the first day of the month following the date
                  that would have been the Participant's sixty-fifth
                  (65th) birthday.  Any such request must be delivered in
                  writing to the Pension Administrative Committee at
                  least thirty (30) days prior to the date selected for
                  commencement of payment of such Qualified Preretirement
                  Survivor Annuity.  Any such request may be revoked by
                  the Surviving Spouse by a subsequent written request
                  delivered to the Pension Administrative Committee at
                  least thirty (30) days prior to the date selected for
                  commencement in the request to be revoked.

                       (B)  If the Participant (i) is working past his
                  Normal Retirement Date for an Employer as of the date
                  of his death, or (ii) shall have completed fifteen (15)
                  years of Vesting Service at his Severance Date and
                  shall have attained the age of sixty (60) years prior
                  to the date of his death, then such Qualified
                  Preretirement Survivor Annuity shall commence on the
                  first day of the month following the date of his death;
                  provided, however, that in the case of a Participant
                  described in clause (ii), his Surviving Spouse shall
                  have the right to request that payment of such
                  Qualified Preretirement Survivor Annuity be deferred
                  until the first day of any month after the date of the
                  Participant's death up to and including the first day
                  of the month following the date that would have been
                  the Participant's sixty-fifth (65th) birthday.  Any
                  such deferral request shall be made and may be revoked
                  pursuant to the procedures described in paragraph (A)
                  next above.

                       (C)  If the Participant (i) is not working past
                  his Normal Retirement Date for an Employer, whether or
                  not he has attained his Normal Retirement Date, as of
                  the date of his death, and (ii) shall have completed at
                  least five (5) but less than fifteen (15) years of
                  Vesting Service at his Severance Date, then such
                  Qualified Preretirement Survivor Annuity shall commence
                  on the first day of the month following the later to
                  occur of (i) the date of his death and (ii) the date
                  that would have been his sixty-fifth (65th) birthday if
                  he had lived until such date.

                  (iii)  The amount of the Qualified Preretirement Sur-
             vivor Annuity payable to a Surviving Spouse under this
             subsection (a) shall be as follows:

                       (A)  If the Participant shall have completed
                  fifteen (15) years of Vesting Service at his Severance

   
<PAGE> 214

                  Date, and shall not have attained the age of sixty (60)
                  years on or prior to the date of his death, then the
                  amount of such Qualified Preretirement Survivor Annuity
                  shall be determined as if the Participant had
                  terminated employment on the date of his death, sur-
                  vived to his sixtieth (60th) birthday, Retired and com-
                  menced receiving his early retirement benefit pursuant
                  to Section 4.03 in the form of a Qualified Joint and
                  Survivor Annuity on his sixtieth (60th) birthday and
                  died on the day after his sixtieth (60th) birthday;
                  provided, however, that if the Surviving Spouse elects
                  to defer payment of the Qualified Preretirement
                  Survivor Annuity pursuant to subparagraph (a)(ii)(A) of
                  this Section, the amount of the Qualified Preretirement
                  Survivor Annuity shall be determined as if the
                  Participant had terminated employment on the date of
                  his death, survived to the selected commencement date,
                  Retired and commenced receiving a benefit in the form
                  of a Qualified Joint and Survivor Annuity on the
                  selected commencement date, and died on the next day.

                       (B)  If the Participant (i) is working past his
                  Normal Retirement Date for an Employer as of the date
                  of his death, or (ii) shall have completed fifteen (15)
                  years of Vesting Service at his Severance Date and
                  shall have attained the age of sixty (60) years prior
                  to the date of his death, then the amount of such
                  Qualified Preretirement Survivor Annuity shall be de-
                  termined as if the Participant had Retired and com-
                  menced receiving a benefit in the form of a Qualified
                  Joint and Survivor Annuity on the day before the date
                  of his death; provided, however, that if the Surviving
                  Spouse elects to defer payment of the Qualified
                  Preretirement Survivor Annuity pursuant to subparagraph
                  (a)(ii)(B) of this Section, the amount of the Qualified
                  Preretirement Survivor Annuity shall be determined as
                  if the Participant had terminated employment on the
                  date of his death, survived to the selected
                  commencement date, Retired and commenced receiving a
                  benefit in the form of a Qualified Joint and Survivor
                  Annuity on the selected commencement date, and died on
                  the next day.

                       (C)  If the Participant (i) is not working past
                  his Normal Retirement Date for an Employer, whether or
                  not he has attained his Normal Retirement Date, as of
                  the date of his death, and (ii) shall have completed at
                  least five (5) but less than fifteen (15) years of
                  Vesting Service then the amount of such Qualified
                  Preretirement Survivor Annuity shall be determined as
                  if the Participant had terminated employment on the
                  date of his death, survived to his sixty-fifth (65th)

   
<PAGE> 215

                  birthday, Retired and commenced receiving a benefit in
                  the form of a Qualified Joint and Survivor Annuity on
                  his sixty-fifth (65th) birthday and had died on the day
                  after his sixty-fifth (65th) birthday.

             Notwithstanding any provision of this clause (iii) to the
             contrary, the benefit payable pursuant to this subsec-
             tion (a) shall be based on the Participant's Accrued Benefit
             at his Severance Date.

                  (iv)  The Qualified Preretirement Survivor Annuity
             payable to a Surviving Spouse pursuant to this Section shall
             be payable in equal monthly installments until and including
             the installment for the month in which the Surviving Spouse
             dies.

                  (v)  Notwithstanding the foregoing provisions of this
             paragraph (a) the amount of the Qualified Pre-retirement
             Survivor Annuity payable under this subsection (a) shall be
             reduced by the Actuarial Equivalent of any payments made to
             the Surviving Spouse in accordance with subsection (b) below
             prior to the commencement of payment of the Qualified
             Pre-retirement Survivor Annuity under the preceding clauses
             of this subsection.

                  (vi) The amount of any Qualified Preretirement Survivor
             Annuity shall be reduced by one-half of one percent (0.5%)
             for each month by which the date payment of the Qualified
             Preretirement Survivor Annuity commences precedes the date
             the Participant would have attained the age of sixty-five
             (65) years.

             (b)  Special Survivor Annuity.

                  (i)  Upon the death of a Participant:

                       (A)  Who has attained his thirty-fifth (35th)
                  birthday,

                       (B)  Who has completed at least five (5) years of
                  Vesting Service, and

                       (C)  Whose Vesting Service is terminated by such
                  death,

             his Surviving Spouse shall be entitled to receive a monthly
             pension equal to the retirement benefit determined for the
             Participant as set forth in Section 4.01 above based on
             Credited Service (as limited by subsection 4.01(d)) as of
             the date of his death, commencing on the first day of the
             month next following the death of such Participant and
             ending with the earliest to occur of:  (i)  such Surviving

   
<PAGE> 216

             Spouse's death, (ii) such Surviving Spouse's remarriage if,
             at the time of such remarriage, there are one or more
             Dependent Children of such Participant entitled to receive a
             benefit under Section 4.08 below, or (iii) the date when the
             aggregate number of monthly payments that were made to such
             Surviving Spouse pursuant to this Section 4.07(b), and to
             the Participant's Dependent Children pursuant to
             Section 4.08 below, equals one hundred twenty (120). 
             Notwithstanding the foregoing, if a Surviving Spouse's
             benefit under this subsection (b) terminates by her
             remarriage and, prior to the time that one hundred twenty
             (120) payments have been made pursuant to this
             Section 4.07(b) and Section 4.08 below, there are no longer
             any Dependent Children of the applicable Participant
             remaining, the Surviving Spouse (if still living) shall
             again become eligible to receive the benefit described in
             this subsection (b), commencing on the first day of the
             month next following the month in which the benefit under
             Section 4.08 ceased to be paid and ending with the earlier
             to occur of:  (i) such Surviving Spouse's death, or (ii) the
             date when the aggregate number of monthly payments that were
             made to such Surviving Spouse pursuant to this
             Section 4.07(b), and to the Participant's Dependent Children
             pursuant to Section 4.08 below, equals one hundred twenty
             (120).

             In any month in which a Surviving Spouse is eligible to
             receive a monthly pension both under this subsection (b) and
             under subsection (a) above, such Surviving Spouse shall
             receive whichever monthly pension amount is the greater, but
             not both, during the period of time that the monthly pension
             is payable to the Surviving Spouse under this
             subsection (b).

             (c)  Notwithstanding the provisions of this Section 4.07,
   that portion of the Plan as in effect on December 31, 1983 that
   provided a benefit to the Surviving Spouse of a Participant who died
   prior to the commencement of his benefit shall apply in lieu of the
   provisions of this Section 4.07 with respect to (i) any Employee who
   died prior to August 23, 1984, or (ii) any Employee who did not
   receive credit for an Hour of Service on or after August 23, 1984;
   except with respect to any Employee who elected to be covered by the
   provisions of this Section 4.07 pursuant to an opportunity provided in
   accordance with the Retirement Equity Act of 1984.

             (d)  If a Participant shall die on or after the date of
   commencement of pension benefit payments to him under the Plan,
   payments shall be made to his Surviving Spouse or Beneficiary only in
   accordance with the form of payment specified in Section 4.06(a), or
   as elected by the Participant pursuant to Section 5.01, if applicable.

   
<PAGE> 217

             4.08  SURVIVING DEPENDENT CHILDREN'S  BENEFIT.  Upon the
   death of a Participant:

             (i)  who has attained his thirty-fifth (35th) birthday,

             (ii) who has completed at least five (5) years of Vesting
                  Service,

             (iii)     whose Vesting Service is terminated by such death,

             (iv) who is not survived by a Surviving Spouse, and

             (v)  who is survived by one or more of his unmarried
                  children (including posthumous children, and adopted
                  children but only those adopted at least one (1) year
                  prior to the date of his death) under the age of
                  eighteen (18) years at the date of his death or, at the
                  date of his death, under the age of twenty-two (22)
                  years while then attending school or college full-time
                  (in this Section 4.08 called "Dependent Children");

   or upon the death or remarriage of such a Participant's said Surviving
   Spouse who is receiving, or entitled to receive, a benefit under
   Section 4.07(b) above, the Dependent Children of such Participant
   shall be entitled to a monthly pension benefit equal in the aggregate
   to the monthly pension benefit which was being paid or would have been
   payable to such Participant's said unremarried Surviving Spouse under
   Section 4.07(b) above.  The payment for any month shall be payable in
   equal shares to those persons who meet the definition of "Dependent
   Children" with respect to such Participant as of the last day of the
   preceding month and as of the date of his death.  Such surviving
   Dependent Children's pension benefit shall be payable on the first day
   of each month commencing with the month next following the month in
   which such Participant or such Participant's Surviving Spouse dies, or
   such Surviving Spouse remarries, as the case may be, and ending with
   the earlier to occur of (i) the last payment prior to the time when
   there are no longer any Dependent Children remaining; or (ii) the date
   when the aggregate number of monthly payments that were made to such
   Participant's said Surviving Spouse pursuant to Section 4.07(b) above,
   and to his Dependent Children pursuant to this Section 4.08, equals
   one hundred twenty (120).

             4.09  DISABILITY BENEFITS.  No benefits are provided under
   the Plan solely by virtue of a Participant's disability.

             4.10  RE-EMPLOYMENT AFTER TERMINATION OF SERVICE.

             (a)  If a Participant who has Retired and commenced
   receiving a benefit is reemployed by an Employer after his Retirement,
   such benefit shall continue to be paid notwithstanding his
   reemployment.

   
<PAGE> 218

             (b)  A Participant's benefit shall be suspended if he has
   commenced receiving a benefit under Section 4.04 by reason of a
   Severance Date other than Retirement and is reemployed for more than
   three consecutive months by an Employer prior to his Normal Retirement
   Date.  In such event his benefit shall be suspended during such period
   of reemployment beginning with the month following his completion of
   three consecutive months of reemployment and up to his Normal
   Retirement Date (subject to additional suspension as provided below).

             (c)  A Participant's benefit shall be suspended on and after
   his Normal Retirement Date pursuant to subsection (d) if:

                  (i)  He has commenced receiving a benefit under Section
             4.04 by reason of a Severance Date other than Retirement and
             is reemployed by an Employer on or after his Normal
             Retirement Date for more than three consecutive months,

                  (ii)  He has commenced receiving a benefit under
             Section 4.04 by reason of a Severance Date other than
             Retirement and is reemployed by an Employer before his
             Normal Retirement Date but continues in employment with an
             Employer after his Normal Retirement Date and such
             employment continues for more than three consecutive month,
             or

                  (iii)  He continues in employment with an Employer
             beyond his Normal Retirement Date without a prior
             termination.

             (d)  In the case of a Participant described in subsection
   (c)(i), (c)(ii), or (c)(iii), with respect to whom the additional
   benefit accrued by reason of employment after his Normal Retirement
   Date is less than the adjustment that would have been made to the
   Participant's benefit if it had been increased to equal the Actuarial
   Equivalent of the benefit accrued for such Participant at his Normal
   Retirement Date, the Participant's benefit shall be suspended on and
   after his Normal Retirement Date only in accordance with the following
   provisions of this Section 4.10.  Such provisions shall become
   applicable to him as of the latest of (i) his Normal Retirement Date,
   (ii) the first day of the month following his completion of three
   consecutive months of reemployment, or (iii) the date as of which such
   additional accrual is less than such adjustment.

                  (i)  For purposes of this Section, the following
             definitions shall apply:

                       (A)  "Post-Retirement Date Service" means each
                  calendar month of employment of a Participant with an
                  Employer after the Participant's Normal Retirement Date
                  and subsequent to the time that:

   
<PAGE> 219

                            (1)  payment of a Vested Benefit commenced to
                       the Participant under Section 4.04 if he returned
                       to employment, or

                            (2)  payment of a benefit would have
                       commenced to him if he had not remained in
                       employment,

                  if in either case the Participant completes forty (40)
                  or more Hours of Service in such calendar month.  The
                  determination of the Employee's Employer with respect
                  to whether an Employee is performing Post-Retirement
                  Date Service shall be based on a reasonable and good
                  faith evaluation of the facts, and shall be conclusive
                  and binding.

                       (B)  "Suspendable Amount" means:

                            (1)  in the case of a benefit payable
                       periodically on a monthly basis for as long as a
                       life (or lives) continues, the monthly benefit
                       otherwise payable in a calendar month in which the
                       Participant is engaged in Post-Retirement Date
                       Service,

                            (2)  in the case of a benefit payable other
                       than in the form described in clause (1) above,
                       the lesser of (a) the amount of such benefit that
                       would have been payable to the Participant if he
                       had been receiving monthly benefits under the Plan
                       since actual retirement based on a single life
                       annuity commencing at his actual retirement date;
                       or (b) the actual amount paid or scheduled to be
                       paid to the Participant for such month. Payments
                       which are scheduled to be paid less frequently
                       than monthly may be converted to monthly payments
                       for purposes of this clause (b).

                  (ii)  Payment shall be permanently withheld of a
             portion of a Participant's benefit, not in excess of the
             Suspendable Amount, for each calendar month described in the
             first two sentences of this subsection (d) during which the
             Participant is employed in Post-Retirement Date Service.

                  (iii)  If payments have been suspended pursuant to
             subsection (d)(ii) above, such payments shall resume no
             later than the first day of the third calendar month after
             the calendar month in which the Participant ceases to be em-
             ployed in Post-Retirement Date Service; provided, however,
             that no payments shall resume until the Participant has com-
             plied with the requirements set forth in subsection (d)(vi)
             below.  The initial payment upon resumption shall include

   
<PAGE> 220

             the payment scheduled to occur in the calendar month in
             which payments resume and any amounts withheld during the
             period between the cessation of Post-Retirement Date Service
             and the resumption of payment, less any amounts which are
             subject to offset pursuant to subsection (d)(iv) below.

                  (iv)  Benefit payments made subsequent to Post-Retire-
             ment Date Service shall be reduced (A) by the Actuarial
             Equivalent of any benefits paid to the Participant prior to
             the time he is reemployed by an Employer after his Normal
             Retirement Date (such reduction will occur only if such
             benefits are not repaid in full to the Trust before the
             earlier of five years after the first date on which the
             Participant is subsequently reemployed by an Employer, or
             the close of the first period of five consecutive one-year
             Breaks in Service commencing after the payment of such
             benefits; and (B) by the amount of any payments previously
             made during those calendar months in which the Participant
             was engaged in Post-Retirement Date Service; provided,
             however, that such reduction under (B) shall not exceed in
             any one month, twenty-five (25) percent of that month's
             total benefit payment (excluding amounts described in sub-
             section (d)(iii) above) which would have been due but for
             the offset.

                  (v)  Any Participant whose benefit payments are
             suspended pursuant to subsection (d)(ii) above, shall be
             notified (by personal delivery or certified mail) during the
             first calendar month in which payments are withheld, that
             his benefits are suspended.  Such notification shall
             include:  (A) a description of the specific reasons for the
             suspension of payments; (B) a general description of the
             Plan provisions relating to the suspension; (C) a copy of
             the provisions; (D) a statement to the effect that
             applicable Department of Labor regulations may be found at
             Section 2530.203-3 of the Code of Federal Regulations; (E)
             the procedure for appealing the suspension, which procedure
             shall be governed by Section 7.06; and (F) the procedure for
             filing a benefits resumption notification pursuant to
             subsection (d)(vi) below.  If payments subsequent to the
             suspension are to be reduced by an offset pursuant to
             subsection (d)(iv) above, the notification shall speci-
             fically identify the periods of employment for which the
             amounts to be offset were paid, the Suspendable Amounts
             subject to offset, and the manner in which the Plan intends
             to offset such Suspendable Amounts.

                  If the Summary Plan Description ("SPD") for the Plan
             contains information that is substantially the same as
             information required pursuant to this subsection (d)(v), the
             notification required by this subsection (d)(v) may refer
             the Participant to the relevant pages of the SPD. If the

   
<PAGE> 222

             notification refers to the SPD, the notification shall also
             inform the Participant how to obtain a copy of the SPD, or
             relevant pages thereof, and any request for the referenced
             information shall be honored within thirty (30) days of the
             receipt by the Participant's Employer of such request.

                  (vi)  Payments shall not resume as set forth in
             subsection (d)(iii) above until a Participant performing
             Post-Retirement Date Service notifies his Employer in
             writing of the cessation of such Service and supplies such
             Employer with such proof of the cessation as such Employer
             may reasonably require.

                  (vii)  A Participant may request, pursuant to the pro-
             cedure contained in Section 7.06, a determination whether
             specific contemplated employment will constitute Post-
             Retirement Date Service.

             (e)  In the case of a Participant covered by subsection (b),
   (c)(i), or (c)(ii), above, the monthly benefit of such Participant
   commencing by reason of his subsequent Severance Date (including
   Retirement) shall be redetermined in accordance with the Plan.  The
   Vesting Service and Credited Service of such Participant for purposes
   of such redetermination shall include the Vesting Service and Credited
   Service which entitled him to a benefit by reason of such prior
   Severance Date as well as all subsequent Vesting Service and Credited
   Service (as limited by subsection 4.01(d) above).  The monthly benefit
   amount as so redetermined shall be adjusted, however, so that the
   Actuarial Equivalent of the sum of the benefit amounts already paid by
   reason of such prior Severance Date and such redetermined benefit will
   equal the greater of the amount of such redetermined benefit or the
   amount of the benefit that would have been payable from such new
   Severance Date by reason of such prior termination of service.

             4.11  FORFEITURES.  If upon his Severance Date a Participant
   (or his Beneficiary) does not become entitled to any benefit under
   this Plan other than the Accrued Benefit attributable to his own
   contributions, if any, his Accrued Benefit as of such Severance Date
   attributable to Employer contributions shall be deemed a Forfeiture
   and shall be used to reduce Employer contributions; PROVIDED, HOWEVER,
   that except as expressly provided in Sections 7.05 and 7.07 below, a
   Participant's Accrued Benefit under this Plan shall become
   nonforfeitable after he attains his Normal Retirement Date or
   completes five (5) years of Vesting Service, whichever occurs first. 
   In no event shall any Forfeitures of benefits hereunder for any reason
   be applied to increase the benefits any Participant or Beneficiary
   would otherwise receive under this Plan.

             4.12  RIGHTS FIXED AT SEVERANCE DATE.  All rights and
   benefits provided under this Plan for a Participant or the Beneficiary
   of a Participant are determined under the terms and provisions of the
   Plan as they exist on the Participant's Severance Date and such rights

   
<PAGE> 222

   and benefits, as so determined, shall become fixed and shall not be
   changed by any amendment to the Plan effective after such Severance
   Date.  Benefits shall not be decreased due to subsequent increases in
   social security benefits.

             4.13  RETURN OF PARTICIPANT'S CONTRIBUTIONS AND INTEREST. 
   None of the Participant, his Spouse, or his Beneficiary, may at any
   time elect a return of such Participant's contributions to the Plan
   and/or Credited Interest thereon.  However, upon the death of the
   Participant and his Spouse or other Beneficiary, if any, designated
   under the form of payment applicable with respect to the Participant
   under Sections 4.06 and 5.01, the excess, if any, of the amount of
   such contributions and Credited Interest over the aggregate payments
   made to the Participant and/or his Spouse or other Beneficiary shall
   be paid in cash, as soon as practicable, to his designated
   Beneficiary, or if none, then pursuant to Section 5.03, in a lump sum.

             4.14  MAXIMUM BENEFIT.  (a) Notwithstanding any other pro-
   vision of the Plan, in no event may a Participant's annual retirement
   income attributable to Employer contributions exceed the equivalent,
   determined in accordance with subsection (f) below and with rules
   determined by the Commissioner of the Internal Revenue Service
   pursuant to Code Section 415, of a straight life annuity payment equal
   to the lesser of:

                  (i)  $120,000, or such other amount as may hereafter be
             set forth in Section 415 of the Code or determined by
             Treasury regulations issued pursuant to Section 415(d) of
             the Code; or

                  (ii)  one hundred percent (100%) of the Participant's
             average annual compensation over the three consecutive
             calendar years during which he had the greatest aggregate
             compensation from all Employers, increased to reflect cost
             of living adjustments determined by Treasury regulations
             issued pursuant to Section 415 of the Code;

                  (iii)  if the Participant has fewer than ten (10) years
             of participation in the Plan, the amount determined under
             the provisions of clause (i) above multiplied by a fraction,
             the numerator of which is the Participant's number of years
             of participation (or part thereof) and the denominator of
             which is ten (10); provided, however, that such product
             shall not be less than one-tenth of the amount determined
             under clause (i); and

                  (iv)  if the Participant has fewer than ten (10) years
             of service with all Employers, the amount determined under
             the provisions of clause (ii) above multiplied by a
             fraction, the numerator of which is the Participant's number
             of years of service with all Employers (or part thereof) and
             the denominator of which is ten (10); provided, however,

   
<PAGE> 223

             that such product shall not be less than one-tenth of the
             amount determined under clause (ii).

             (b)  The maximum benefit permitted under subsection (a)
   above shall be in the form of a straight life annuity (with no
   ancillary benefits) under a plan to which employees do not contribute
   and under which no rollover contributions are made.

             (c)  Notwithstanding the foregoing provisions of this
   Section 4.14, a retirement income payable with respect to the Plan
   shall not be deemed to exceed the limitation of this Section 4.14 in a
   Plan Year if the retirement income derived from Employer contributions
   payable with respect to the Participant under this Plan and all other
   defined benefit plans of any Employer do not in the aggregate exceed
   $10,000 for such Plan Year.  The provisions of this subsection (c)
   shall not apply with respect to any Participant if an Employer has at
   any time maintained a defined contribution plan in which the
   Participant participated.  If the Participant has fewer than ten (10)
   years of service with all Employers, the $10,000 amount referred to
   above shall be multiplied by a fraction, the numerator of which is the
   Participant's number of years of service with all Employers (or part
   thereof) and the denominator of which is ten (10); provided, however,
   that the resulting product shall not be less than $1,000.

             (d)  Participant contributions will be treated as a separate
   defined contribution plan maintained by the Company which is subject
   to the limitations on contributions and other additions described in
   Treasury Regulation Section 1.415-6.

             (e)  If the amount contained in subsection (a)(i) above is
   increased pursuant to Treasury regulations issued under Section 415(d)
   of the Code, such increase shall be effective as of January 1 of the
   calendar year for which such Treasury regulations were effective and
   shall apply with respect to Limitation Years ending with or within
   that calendar year.

             (f)  For purposes of this Section 4.14:

                  (i)  If the retirement income under the Plan is payable
             in any form other than a straight life annuity, the deter-
             mination as to whether the limitation described in sub-
             section (a) above has been satisfied shall be made in
             accordance with regulations prescribed by the Secretary of
             the Treasury, by adjusting such benefit so that it is the
             equivalent to the benefit described in such subsection (a). 
             For purposes of this subsection (f)(i), any ancillary
             benefit which is not directly related to retirement income
             benefits shall not be taken into account and that portion of
             any joint and survivor annuity which constitutes a Qualified
             Joint and Survivor Annuity shall not be taken into account.

   
<PAGE> 224

                  (ii)  If the retirement income under the Plan begins
             before the Social Security Age, the determination as to
             whether the dollar limitation set forth in subsection (a)
             has been satisfied shall be made, in the case of a
             retirement income commencing on or after age 62, in
             accordance with regulations prescribed by the Secretary of
             the Treasury, by adjusting such income so that it is
             equivalent to a benefit beginning at the Social Security
             Retirement Age.  In the case of a retirement income
             commencing prior to age 62, such determination shall be made
             (A) by reducing such retirement income for the period
             between the Social Security Retirement Age and age 62 in
             accordance with the procedure described in the preceding
             sentence, and (B) by further reducing such retirement income
             to its Actuarial Equivalent for the period between age 62
             and the date payment commences.  The reduction under this
             subsection (f)(ii) shall be made in such manner as the
             Secretary of the Treasury may prescribe that is consistent
             with the reduction for old-age insurance benefits commencing
             before the Social Security Retirement Age under the Social
             Security Act.

                  (iii)  If the retirement income under the Plan begins
             after the Social Security Age, the determination as to
             whether the dollar limitation set forth in subsection (a)
             has been satisfied shall be made, in accordance with
             regulations prescribed by the Secretary of the Treasury, by
             adjusting such benefit so that it is equivalent to such a
             benefit beginning at the Social Security Age.

                  (iv)(A)  For purposes of adjusting any benefit under
             subsection (f)(i) above, the interest rate assumption shall
             be the greater of five (5) percent or the rate specified in
             Section 5.05 below.

                       (B)  For purposes of adjusting any benefit under
                  subsection (f)(ii) above, the interest rate assumption
                  shall be the greater of five (5) percent or the rate
                  utilized in reducing the amount of retirement income
                  payable to a Participant on account of commencement
                  prior to such Participant's Normal Retirement Date
                  under Section 4.03 above.

                       (C)  For purposes of adjusting any benefit under
                  subsection (f)(iii) above, the interest rate assumption
                  shall be five (5) percent.

             (g)  In the event that any Participant under this Plan is
   also a Participant in a defined contribution plan or plans (as defined
   in Section 415 of the Code) maintained by an Employer, the sum of the
   defined benefit plan fraction and the defined contribution plan
   fraction for any Limitation Year with respect to such Participant

   
<PAGE> 225

   shall not exceed one (1.0).  If such sum exceeds one (1.0) and the
   annual additions (as defined in Code Section 415(c)(2)) for such
   Participant to such defined contribution plan or plans are not reduced
   to obtain compliance with Code Section 415(e), then the Participant's
   retirement income under this Plan shall be reduced to obtain such
   compliance.

             (h)  (i)  The total annual benefit payable to a Participant
             under all qualified plans maintained by his Participating
             Employer will not exceed the limits under Section 415 of the
             Code as set forth in subsection (a) above.

                  (ii)  For purposes of the limitations imposed by this
             Section 4.14, a defined benefit plan or defined contribution
             plan shall be treated as maintained by a Participating
             Employer if the plan is maintained by any employer that is,
             along with such Participating Employer, a member of a
             controlled group of corporations or under common control
             with such Employer (as defined in Section 414(b) and (c) of
             the Code, as modified by Section 415(h) thereof) or a member
             of an affiliated service group (as defined in Section 414(m)
             of the Code).

             (i)  For purposes of this Section 4.14, the term "Limitation
   Year" means the period to be used in determining the Plan's compliance
   with Section 415 of the Code and the regulations thereunder.  The
   Company shall take all actions to ensure that the Limitation Year is
   the same period as the Plan Year.

             (j)  For purposes of this Section 4.14:

                       (1)  "compensation" shall mean wages, salaries,
                  fees for professional services actually rendered in the
                  course of employment with an Employer (including, but
                  not limited to commissions paid salesmen, compensation
                  for services on the basis of a percentage of profits,
                  tips and bonuses); shall include all compensation
                  actually paid or made available to a Participant; shall
                  include any other items or amounts paid to or for the
                  benefit of a Participant that is currently includible
                  in the Participant's gross income; and shall not
                  include contributions made by an Employer to a plan of
                  deferred compensation to the extent that, before the
                  application of Section 415 of the Code to the Plan, the
                  contributions are not includible in the gross income of
                  the Participant for the taxable year in which
                  contributed.  In no event shall the compensation of a
                  Participant taken into account under the Plan for any
                  year exceed $150,000 (or such greater amount provided
                  pursuant to Section 401(a)(17) of the Code);

   
<PAGE> 226

                       (2)  "defined benefit plan fraction" for any
                  Limitation Year for a Participant means a fraction, the
                  numerator of which is the projected annual benefit of
                  the Participant under all defined benefit plans
                  maintained by the Company and all Affiliated Companies,
                  determined as of the close of the Limitation Year, and
                  the denominator of which is the lesser of (A) the
                  product of 1.25, and the dollar limitation in effect
                  under Section 415(b)(1)(A) of the Code for such
                  Limitation Year, or (B) the product of 1.4 and the
                  amount determined under subsection (a)(ii) of Sub-
                  section 4.14 hereof for such Limitation Year;

                       (3)  "defined contribution plan fraction" for any
                  Limitation Year for any Participant is a fraction, the
                  numerator of which is the sum of the annual additions
                  to the Participant's accounts under all defined
                  contribution plans maintained by the Company and all
                  Affiliated Companies as of the close of the Limitation
                  Year, and the denominator of which is the sum of the
                  lesser of the following amounts determined for such
                  Limitation Year and for each prior year of service with
                  the Company or an Affiliated Company:  (A) the product
                  of 1.25 and the dollar limitation in effect under
                  Section 415(c)(1)(A) of the Code for such Year (deter-
                  mined without regard to Section 415(c)(6) of the Code),
                  and (B) the product of 1.4 and the amount which may be
                  taken into account under Section 415(c)(1)(B) of the
                  Code with respect to such Participant for such
                  Limitation Year; and

                       (4)  "Social Security Retirement Age" means the
                  age used as the retirement age for a Participant under
                  Section 216(l) of the Social Security Act, except that
                  such section shall be applied (i) without regard to the
                  age increase factor, and (ii) as if the early
                  retirement age under Section 216(l)(2) of that Act were
                  sixty-two (62).

             (k)  Notwithstanding any provision of this Section 4.13 to
   the contrary, in the case of any benefit payable to or with respect to
   any person who was a Participant in the Plan before January 1, 1983,
   (1) the Pension Administrative Committee may elect to apply the
   transition rules set forth in Sections 235(d) and 235(g)(3) of the Tax
   Equity and Fiscal Responsibility Act of 1982, and (2) the limitations
   of this Section shall be adjusted as necessary in accordance with the
   provisions of Section 235(g)(4) of that Act.

                  Notwithstanding any provisions of this Section 4.14 to
   the contrary, in the case of any benefit payable to or with respect to
   any person who was a Participant in the Plan before January 1, 1987,
   the limitations of this Section shall be adjusted, as necessary, in

   
<PAGE> 227

   accordance with the provisions of Section 1106(g)(3) of the Tax Reform
   Act of 1986.

             4.15  CERTAIN CASH OUTS AND REPAYMENTS.  (a)  For purposes
   of this Section 4.15:

                  (i)  For distributions made before September 1, 1996,
             if, following a Participant's Severance Date prior to the
             commencement of his monthly benefit payment, (i) the monthly
             benefit payment payable hereunder to such Participant, or to
             his Spouse or Beneficiary, shall fall below $100, and (ii)
             the Actuarial Equivalent of the entire nonforfeitable
             benefit to which he is entitled is not in excess of $2000,
             the Pension Administrative Committee shall distribute to
             such Participant, Spouse or Beneficiary the Actuarial
             Equivalent of such nonforfeitable benefit in a lump sum as
             soon as administratively feasible after such Severance Date.

                  (ii) For distributions made on or after September 1,
             1996, if, following a Participant's Severance Date prior to
             the commencement of his monthly benefit payment, the
             Actuarial Equivalent of the entire nonforfeitable benefit to
             which he is entitled is not in excess of $3,500, the Pension
             Administrative Committee shall distribute to such Partici-
             pant, Spouse or Beneficiary the Actuarial Equivalent of such
             nonforfeitable benefit in a lump sum as soon as
             administratively feasible after such Severance Date.

                  (iii)     If a Participant who receives his benefit
             pursuant to subsections 4.15(a)(i) or 4.15(a)(ii) is re-
             employed by a Participating Employer and again becomes a
             Participant in this Plan, the Credited Service with respect
             to which such distributed benefit was determined shall be
             disregarded unless such Participant repays to the Fund the
             entire amount of such distribution, plus Credited Interest
             thereon, before the earlier of five years after the first
             date on which the Participant is subsequently reemployed by
             an Employer, or the close of the first period of five conse-
             cutive one-year Breaks in Service, commencing after the
             distribution.  For purposes of this Section 4.15, the
             Actuarial Equivalent of a benefit to which a Participant,
             Spouse or Beneficiary is entitled shall be:

                       (A)  the Actuarial Equivalent of the benefit
                  payable at an Early Retirement Date pursuant to Section
                  4.03 in the case of a Participant, Spouse or
                  Beneficiary who is entitled to such benefit; or

                       (B)  the Actuarial Equivalent of the Normal
                  Retirement Benefit payable pursuant to Section 4.01
                  with respect to a Participant, Spouse or Beneficiary
                  who is not described in clause (A) next above.

   
<PAGE> 228

             (b)  If a Participant becomes entitled to a distribution

   under the Plan following his Severance Date, and if:

                  (i)  such Participant is a Constituent Plan Participant
             or a Merged Plan Participant in a Constituent Plan or a
             Merged Plan described in any of Articles XIII, XIV or XVI;

                  (ii) the aggregate Actuarial Equivalent of the entire
             non-forfeitable benefit to which the Participant is entitled
             under this Plan, and his accrued benefit under a Constituent
             Plan or his Merged Plan Benefit under a Merged Plan, exceeds
             $3500; 

                  (iii)     the Participant receives a lump sum
             distribution of the Actuarial Equivalent of his accrued
             benefit under a Constituent Plan or his Merged Plan Benefit
             under a Merged Plan; and

                  (iv) following distribution of his accrued benefit
             under a Constituent Plan or his Merged Plan Benefit under a
             Merged Plan, the entire nonforfeitable benefit to which the
             Participant is entitled under this Plan is not in excess of
             $3500, 

   then such Participant may request, by written instrument delivered to
   the Pension Administrative Committee within ninety (90) days after his
   Severance Date, to receive payment of the Actuarial Equivalent of such
   benefit under this Plan in a lump sum.  In such event, the Pension
   Administrative Committee shall distribute to such Participant the
   Actuarial Equivalent of such benefit under this Plan, determined as of
   the Severance Date, in a lump sum as soon as administratively feasible
   after the date such written instrument is received.

             (c)  A lump sum benefit that is the Actuarial Equivalent of
   zero dollars shall be deemed to be paid to a Participant whose
   Severance Date or death occurs before he completes five (5) years of
   Vesting Service, and before he attains his Normal 

   Retirement Date.

             (d)  (i)  This subsection (d) applies to distributions made
             pursuant to this Section 4.15 on or after January 1, 1993. 
             Notwithstanding any provision of the Plan to the contrary
             that would otherwise limit a Distributee's election under
             this subsection, a Distributee may elect, at the time and in
             the manner prescribed by the Pension Administrative
             Committee, to have any portion of an Eligible Rollover
             Distribution paid directly to an Eligible Retirement Plan
             specified by the Distributee in a Direct Rollover.

   
<PAGE> 229

                  (ii) Definitions.

                       (A)  "Eligible Rollover Distribution" is any
                  distribution pursuant to this Section 4.15 of all or
                  any portion of the balance to the credit of the
                  Distributee, except that an Eligible Rollover
                  Distribution does not include: any distribution that is
                  one of a series of substantially equal periodic
                  payments (not less frequently than annually) made for
                  the life (or life expectancy) of the Distributee or the
                  joint lives (or joint life expectancies) of the
                  Distributee and the Distributee's designated
                  beneficiary, or for a specified period of ten years or
                  more; any distribution to the extent such distribution
                  is required under Section 401(a)(9) of the Code; and
                  the portion of any distribution that is not includible
                  in gross income (determined without regard to the
                  exclusion for net unrealized appreciation with respect
                  to employer securities).

                       (B)  "Eligible Retirement Plan" is an individual
                  retirement account described in Section 408(a) of the
                  Code, an individual retirement annuity described in
                  Section 408(b) of the Code, an annuity plan described
                  in Section 403(a) of the Code, or a qualified trust
                  described in Section 401(a) of the Code, that accepts
                  the Distributee's Eligible Rollover Distribution. 
                  However, in the case of an Eligible Rollover
                  Distribution to the Surviving Spouse, an Eligible
                  Retirement Plan is an individual retirement account or
                  individual retirement annuity.

                       (C)  "Distributee" includes an Employee or former
                  Employee.  In addition, the Employee's or former
                  Employee's Surviving Spouse, and the Employee's or
                  former Employee's Spouse or former Spouse who is the
                  alternate payee under a qualified domestic relations
                  order as defined in Section 414(p) of the Code, are
                  Distributees with regard to the interest of the
                  Surviving Spouse, Spouse or former Spouse.

    

             4.16  AUTHORIZED DEDUCTIONS.  Notwithstanding anything to
   the contrary contained herein, if a Participant who has commenced
   receiving benefit payments hereunder or a Surviving Spouse or
   Beneficiary of a deceased Participant (1) elects to join, or to
   continue in, a medical or life insurance program provided by the
   Company, and (2) authorizes the deduction of the amount to be paid by
   him under any such program from the benefit payable to him pursuant to
   the Plan, the Pension Administrative Committee may direct the Trustee
   to deduct such amount (as from time to time certified to the Trustee

   
<PAGE> 230

   by the Pension Administrative Committee) from the benefit payable to
   such Participant Surviving Spouse or Beneficiary pursuant to the Plan
   and to pay such amount directly to the Company; provided, however,
   that no deduction shall be made until the Company files a written
   acknowledgement with the Pension Administrative Committee that
   satisfies the requirements of Treasury Regulations
   section 1.401(a)-13(e)(2), and no deduction shall be made after such
   Participant, Surviving Spouse or Beneficiary shall have revoked his
   authorization of such deduction.



                                  ARTICLE V

                          Optional Forms of Pension
                      --------------------------------

             5.01  ELECTION OF OPTION.  (a)  In lieu of the amount and
   method of payment of a monthly benefit payable under Section 4.06, and
   subject to the provisions of this Section 5.01, a Participant may
   elect by written request (which may be an original request or a
   revocation or an amendment of a prior request) to receive payment of
   the Actuarial Equivalent of such benefit in accordance with such of
   the following options as he may elect with the consent of his Eligible
   Spouse if applicable:

                  (i)  STRAIGHT LIFE ANNUITY.  A monthly benefit payable
             to a Participant for his lifetime;

                  (ii)  TEN-YEARS CERTAIN.  A monthly benefit of a
             smaller amount, payable to the Participant for his lifetime
             and, in the event of the Participant's death before the end
             of a 10-year period commencing with the date on which
             payments commenced, the same benefit amount shall be payable
             to the Beneficiary designated by the Participant in a
             writing filed with the Pension Administrative Committee
             before his death for the remainder of such period; or

                  (iii)  JOINT-AND-SURVIVOR.  A monthly benefit payable
             to the Participant for the joint lives of the Participant
             and his Eligible Spouse and thereafter to the Eligible
             Spouse if such Spouse survives the Participant in an amount
             equal to 100% of the amount payable during their joint
             lives.

             (b)  The value of the single-sum Actuarial Equivalent of any
   benefit payable under the Plan to a Participant (other than a
   Qualified Joint and Survivor Annuity) shall be greater than the value
   of the single-sum Actuarial Equivalent of the benefit, if any, payable
   to his Beneficiary or Eligible Spouse, computed at the date of his
   Retirement.

   
<PAGE> 232

             (c)  Within a reasonable time prior to the first to occur of
   the commencement of benefit payments to a Participant and the
   Participant's Normal Retirement Date, and again within a reasonable
   time prior to the commencement of benefit payments to a Participant
   who Retires on a Postponed Retirement Date, the Pension Administrative
   Committee shall give such Participant written notice, in nontechnical
   terms, of his right to elect not to receive benefits pursuant to
   Section 4.06 above and of his right to make an election of an optional
   form of payment of such benefits pursuant to subsection (a) above. 
   Such notice shall include a description of (i) the terms and con-
   ditions of the normal form of benefit under Section 4.06, (ii) the
   Participant's right to make and the effect of an election to waive
   such form, (iii) the rights of the Participant's Eligible Spouse, if
   any, not to consent to such election, (iv) the right to make, and the
   effect of, a revocation of such an election, (v) the optional forms of
   payment available under subsection (a) above, and (vi) the right to
   request an estimate of the financial effect upon the Participant's
   pension benefits of waiving the form of benefit available under
   Section 4.06 above and electing one of the optional forms of payment
   under subsection (a) above.

             (d)  The elections provided in Section 4.06 and
   subsections (a) above may be made by the Participant by giving a
   written notice of election to the Pension Administrative Committee at
   any time during the Election Period consisting of the ninety (90) day
   period ending on either the date benefit payments commence, or on his
   Normal Retirement Date, as applicable.  Any election provided in
   Section 4.06 and subsection (a) above may be modified or revoked at
   any time before the date benefit payments commence and, except as
   otherwise provided in Section 5.02, shall be automatically revoked if
   the Participant dies before commencement of payment of his benefits to
   him.

             (e)  If a Participant makes a request for additional
   information pursuant to subsection (c) above with respect to the
   elections provided in Section 4.06 or subsection (a) above on or
   before the last day of the Election Period, the Election Period shall
   be extended to the extent necessary to include at least the ninety
   (90) calendar days immediately following the day the additional
   requested information is personally delivered or mailed to the
   Participant.

             (f)  Any election by a Participant not to receive benefits
   in the normal form set forth in Section 4.06 shall not take effect
   unless such Participant's Eligible Spouse irrevocably consents in
   writing to such election, such consent acknowledges the effect of such
   election and such consent is witnessed by a representative of the Plan
   or a notary public, unless the Participant establishes to the
   satisfaction of the Pension Administrative Committee that such consent
   may not be obtained because there is no Eligible Spouse, the Eligible
   Spouse cannot be located, or because of such other circumstances as
   the Secretary of the Treasury may by regulations prescribe.  If a

   
<PAGE> 232

   Participant who has an Eligible Spouse elects to have benefits paid to
   a Beneficiary other than such Eligible Spouse, the consent by such
   Eligible Spouse required under this subsection (f) must acknowledge
   the specific Beneficiary.  In such event, the Participant may not
   subsequently change Beneficiaries without the consent of his Eligible
   Spouse.  Any consent by an Eligible Spouse shall be irrevocable.  Any
   consent by an Eligible Spouse, or establishment that the consent of an
   Eligible Spouse may not be obtained, under this subsection, shall be
   effective only with respect to such Eligible Spouse.

             5.02  DEATH OF PARTICIPANT BEFORE BENEFIT COMMENCEMENT.  If
   a Participant who has elected option (ii) or option (iii) under
   Section 5.01(a) above shall die prior to his Normal Retirement Date
   and prior to the date of commencement of payment pursuant to such
   option, no death benefit will be payable under such option to his
   Beneficiary (provided that nothing in this sentence shall be construed
   as limiting any death benefit payable pursuant to Section 4.07 or 4.08
   above).  If a Participant who has elected option (i), (ii) or (iii)
   under Section 5.01(a) above shall die on or after his Normal
   Retirement Date, but before actual Retirement, and if such Participant
   is survived by a Surviving Spouse or Dependent Children, the election
   of such option shall be automatically revoked.  If a Participant
   described in the preceding sentence is not survived by a Surviving
   Spouse or Dependent Children, a death benefit, if any, shall be
   payable to his Beneficiary under such option as if he had retired at
   the end of the calendar month next preceding the date of his death.

             5.03  PAYMENTS UNDER OPTION (II).  A Participant who has
   elected option (ii) under Section 5.01(a) above may change his
   designation of Beneficiary at any time before his death; but if no
   Beneficiary has been designated or if the Beneficiary does not survive
   the Participant, the Actuarial Equivalent of the remaining monthly
   benefit amounts due under said option (ii) shall be paid to the estate
   of such Participant in a lump sum.  If the Beneficiary of an option
   (ii) election by a Participant shall die subsequent to such Bene-
   ficiary's becoming entitled to payments hereunder and no successor
   Beneficiary shall have been properly designated by such Participant,
   the Actuarial Equivalent of the remaining monthly benefit amounts due
   thereunder shall be paid to the estate of such deceased Beneficiary in
   a lump sum.

             5.04  PAYMENTS UNDER OPTION (III).  If the Participant has
   elected option (iii) under Section 5.01(a) and his Eligible Spouse
   shall die before the date on which payment of the Participant's
   benefit commences, the option so elected will be automatically
   canceled and the monthly benefit payable to such Participant hereunder
   will be made as though the election of the option had not been made,
   except that Participant may again elect an optional form of benefit in
   accordance with Section 5.01(a) above.

             5.05  ACTUARIAL EQUIVALENCE.  (a)  Actuarial Equivalence of
   optional forms of benefit in the normal form, where no other

   
<PAGE> 233

   particular assumptions are required by ERISA or other applicable law
   or regulations thereunder, shall be determined on the basis of the
   adjustment factors specified in:  Exhibit B (joint and 50% survivor),
   Exhibit C (joint and 100% survivor), or Exhibit D (life with ten years
   certain).

             (b)  The following shall apply for purposes of determining
   the Actuarial Equivalent of a lump sum distribution:

                  (i)  For distributions made before September 1, 1996,
             the interest rate shall be

                       (A)  the interest rate that would be used (as of
                  the first day of the applicable Plan Year) by the
                  Pension Benefit Guaranty Corporation for purposes of
                  determining the present value of a lump sum
                  distribution on plan termination if the Actuarial
                  Equivalent of the Participant's vested Accrued Benefit
                  (using such rate) does not exceed $25,000, or

                       (B)  120% of such Pension Benefit Guaranty
                  Corporation interest rate if the Actuarial Equivalent
                  of the Participant's vested Accrued Benefit exceeds
                  $25,000 (as determined under clause (A)).  In no event,
                  however, shall the present value determined under
                  clause (B) be less than $25,000.

                  The mortality rate shall be that set forth in the 1984
             Unisex Pension Table (set one year forward for males, four
             years backward for females, with 75% male/25% female blended
             annuities).

                  (ii) For distributions made on and after September 1,
             1996, the interest rate shall be the annual rate of interest
             on 30-year Treasury securities in effect for the month of
             November last preceding the first day of the Plan Year in
             which the distribution is made, and the mortality rate shall
             be that set forth in the 1983 Group Annuity Mortality Table
             (50% male and 50% female rates).  Notwithstanding the
             preceding sentence: (A) any determination of Actuarial
             Equivalence made on and after September 1, 1996 and prior to
             January 1, 1997 pursuant to this subsection 5.05(b)(ii)
             shall use the annual rate of interest on 30-year Treasury
             securities in effect either for the month of November, 1995,
             or for the month of January, 1996, whichever results in the
             larger payment, and (B) any determination of lump sum
             Actuarial Equivalence made on and after January 1, 1997 and
             prior to September 1, 1997 shall use the annual rate of
             interest on 30-year Treasury securities in effect either for
             the month of November, 1996 or for the month of January,
             1997, whichever results in the larger payment.

   
<PAGE> 234

             (c)  Notwithstanding the foregoing, for purposes of deter-
   mining the Actuarial Equivalent of a benefit accrued for a Participant
   at his Normal Retirement Date under Section 4.10(d)(iv) and 4.10(e),
   an interest rate of 5% shall be used.  For purposes of Plan funding,
   the Actuary shall retain the right to modify the actuarial assumptions
   as needed to enable certification of Plan costs on a reasonable and
   appropriate basis.  Notwithstanding the foregoing, except as otherwise
   permitted by law, in no event shall this Section 5.05 be applied to
   reduce the Accrued Benefit of any Participant below the Accrued
   Benefit to which he was entitled on the date as of which this Section
   was incorporated into the Plan or the effective date of any amendment
   to this Section, based on his Credited Service and Covered and Excess
   Compensation (as defined in Article II on such date) to such date, and
   on the terms of the Plan as in effect immediately prior to such date.

             5.06  Other Benefits.  This Plan provides for no benefits
   payable in the event of death, dismissal, resignation or other
   termination of employment of a Participant except as specifically set
   forth in Articles IV and V hereof, and except upon termination of this
   Plan as set forth in Article XI below, and Participants and their
   Surviving Spouses and Beneficiaries shall be entitled to only the
   benefits expressly provided for in the Plan.



                                 ARTICLE VI

                                Contributions
                                -------------

             6.01  COMPANY CONTRIBUTIONS.  For each Plan Year during the
   continuance of the Plan, the Company shall pay the entire cost of the
   Plan with respect to Participants in its employment, and in the
   employment of other Participating Employers, and their Spouses and
   Beneficiaries; and intends, but does not guarantee, to contribute to
   the Fund an amount which will, as shown on the annual report of the
   Plan's Actuary, meet the minimum funding standards of Section 412 of
   the Code and Sections 302 through 306 of ERISA and the regulations
   thereunder.  All Company contributions to the Plan are conditioned
   upon the qualification of the Plan under Section 401(a) of the Code
   and upon deductibility of the contribution under Section 404 of the
   Code.

             6.02  EMPLOYEE CONTRIBUTIONS.  After December 31, 1972, the
   Participants are neither required nor permitted to make contributions
   to the Fund under the Plan.

   
<PAGE> 235

                                 ARTICLE VII

              Miscellaneous Provisions Respecting Participants
              ------------------------------------------------

             7.01  INFORMATION FROM PARTICIPANTS.  Participants shall
   furnish to the Pension Administrative Committee such information as it
   considers necessary or desirable for the purpose of administering the
   Plan.  If such information is not submitted or shows that such
   information previously has been misstated on the records of the Plan,
   the Pension Administrative Committee will make such corrections and
   adjustments for the purposes of the Plan in accordance with the
   available facts as it considers appropriate.

             7.02  EMPLOYER RECORDS CONTROLLING.  The regularly kept
   records of each Employer shall be conclusive and binding upon all
   persons with respect to the nature and length of employment, the type
   and amount of compensation paid and the manner of payment thereof, the
   type and length of absence from work and all other matters contained
   therein relating to Employees of such Employer.

             7.03  SPENDTHRIFT CLAUSE.  (a)  Except as provided in
   subsection (b) below, or Section 8.07 of the Plan, benefit amounts
   payable under the Plan to a Participant, a Spouse, or a Beneficiary
   (except a minor or person under legal disability), shall be made only
   to him and upon his personal receipt; and no benefit payable under the
   provisions of this Plan shall be subject in any manner to antici-
   pation, alienation, sale, transfer, assignment, pledge, encumbrance or
   charge, and any attempt to anticipate, alienate, sell, transfer,
   assign, pledge, encumber or charge shall be void; nor shall the Fund
   or any part thereof be in any manner liable for or subject to the
   debts, contracts, liabilities, engagements or torts of the person
   entitled to any benefit payment.

             (b)  Notwithstanding the provisions of subsection (a) above,
   all or any part of the Accrued Benefit of a Participant shall be
   subject to and payable in accordance with the applicable requirements
   of any Qualified Domestic Relations Order, as that term is defined in
   Section 206(d)(3) of ERISA, and the Pension Administrative Committee
   shall direct the Trustees to provide for payment in accordance with
   such Order and Section and any regulations promulgated under such
   Section.  All such payments pursuant to Qualified Domestic Relations
   Orders shall be subject to reasonable rules and regulations promul-
   gated by the Pension Administrative Committee; provided that such
   rules and regulations are consistent with such Section.  If prior to
   the commencement of payment to or with respect to a Participant of any
   benefit hereunder, any amount of his Accrued Benefit is paid to an
   alternate payee or payees pursuant to a Qualified Domestic Relations
   Order, the amount of his Accrued Benefit shall be reduced by the
   Actuarial Equivalent of any such payment.

   
<PAGE> 236

             7.04  NOT EMPLOYMENT CONTRACT.  Nothing contained in this
   Plan shall be construed as a contract of employment between any
   Employer and any Employee, or as giving the right to any Employee to
   be continued in the employment of such Employer or as a limitation of
   the right of any Employer to discharge any Employee at any time with
   or without cause.

             7.05  FAILURE TO MAINTAIN CONTACT.  Each person entitled to
   benefits under this Plan shall file with the Pension Administrative
   Committee from time to time in writing his complete mailing address
   and each change of mailing address.  Any check representing payment
   hereunder and any communication addressed to a Participant or to any
   other person at his last address so filed, or if no such address has
   been filed then at his last address indicated on the records of the
   Employer, shall be deemed to have been received by such person for all
   purposes of the Plan; and neither the Pension Administrative
   Committee, nor the Employer, nor the Trustees, shall be obliged to
   search for or ascertain the location of any such person.  If a check
   representing payment of benefits hereunder to a Participant (or a
   Surviving Spouse or Beneficiary) is returned unclaimed to the Pension
   Administrative Committee and such benefits remain unclaimed for two
   years, the benefits of the Participant (or Surviving Spouse or
   Beneficiary) shall be deemed forfeited; PROVIDED, HOWEVER, that if at
   any time thereafter the Participant (or Surviving Spouse or Benefi-
   ciary) makes a claim for such benefits, such benefits shall be rein-
   stated and may be paid as an expense of the Plan.

             7.06  CLAIMS.  No claim or application for benefits is
   required for commencement of benefits under this Plan.  Any claim for
   benefits which are not received shall be made in writing to the
   Pension Administrative Committee.  In the event a claim for benefits
   is wholly or partially denied by the Pension Administrative Committee,
   the Pension Administrative Committee shall, within a reasonable period
   of time, but no later than ninety (90) days after receipt of the
   claim, notify the claimant in writing of the denial of the claim.  If
   the claimant shall not be notified in writing of the denial of the
   claim within ninety (90) days after it is received by the Pension
   Administrative Committee, the claim shall be deemed denied.  A notice
   of denial shall be written in a manner calculated to be understood by
   the claimant, and shall contain (a) the specific reason or reasons for
   denial of the claim, (b) a specific reference to the pertinent Plan
   provisions upon which the denial is based, (c) a description of any
   additional material or information necessary for the claimant to
   perfect the claim, together with an explanation of why such material
   or information is necessary, and (d) an explanation of the Plan's
   review procedure.  Within sixty (60) days of the receipt by the claim-
   ant of the written notice of denial of the claim, or within sixty (60)
   days after the claim is deemed denied as set forth above, if
   applicable, the claimant may file a written request with the Pension
   Administrative Committee that it conduct a full and fair review of the
   denial of the claimant's claim for benefits, including the conducting
   of a hearing, if deemed necessary by the Pension Administrative

   
<PAGE> 237

   Committee.  In connection with the claimant's appeal of the denial of
   his benefit, the claimant may review pertinent documents and may
   submit issues and comments in writing.  The Pension Administrative
   Committee shall render a decision on the claim appeal promptly, but
   not later than sixty (60) days after the receipt of the claimant's
   request for review, unless special circumstances (such as the need to
   hold a hearing, if necessary) require an extension of time for
   processing, in which case the sixty (60) day period may be extended to
   one hundred and twenty (120) days.  The Pension Administrative
   Committee shall notify the claimant in writing of any such extension. 
   The decision upon review shall (i) include specific reasons for the
   decision, (ii) be written in a manner calculated to be understood by
   the claimant and (iii) contain specific references to the pertinent
   Plan provisions upon which the decision is based.

             7.07  SPECIAL BENEFIT LIMITATIONS.  To prevent
   discrimination in favor of Highly Compensated Participants, the
   provisions of this Section 7.07 shall be applicable notwithstanding
   anything elsewhere contained in the Plan to the contrary.

             (a)  In this Section, the following terms shall have the
   meaning stated below:

                  1.   "Accrued Benefit" shall have the meaning set forth
             in Article II.

                  2.   "Actuarial Equivalent" shall have the meaning set
             forth in Article II.

                  3.   "Benefit" shall include among other benefits under
             the Plan, loans in excess of the amounts set forth in
             Section 72(p)(2)(A) of the Code, any periodic income, any
             withdrawal values payable to a living Employee or former
             Employee and any death benefits under the Plan not provided
             for by insurance on the Employee's or former Employee's
             life.

                  4.   "Covered Compensation" shall have the meaning set
             forth in Article II.

                  5.   "Current Liabilities" shall have the meaning set
             forth in Section 412(1)(7) of the Code.

                  6.   "Highly Compensated Participant" shall mean a
             Participant who, during the current Plan Year or the
             preceding Plan Year, (a) was at any time a 5% owner of the
             Company or any Employer, (b) received Covered Compensation
             from the Company or any Employer in excess of $75,000 (or
             such greater amount provided by the Secretary of the
             Treasury pursuant to Section 414(q) of the Code), (c)
             received Covered Compensation from the Company or any
             Employer in excess of $50,000 (or such greater amount

   
<PAGE> 238

             provided by the Secretary of the Treasury pursuant to
             Section 414(q) of the Code) and was in the top paid group of
             Employees for such Plan Year, or (d) was at any time an
             officer of the Company or any Employer and received Covered
             Compensation from the Company or any Employer greater than
             50% of the amount in effect under Section 415(b)(1)(A) of
             the Code for such Plan Year.  The provisions of Section
             414(q) of the Code shall apply in determining whether a
             Participant is a Highly Compensated Participant.  The
             Company for any Plan Year may elect to identify Highly
             Compensated Participants based upon the current Plan Year to
             the extent permitted by Section 414(q) of the Code and
             regulations issued thereunder.

                  7.   "Social Security Supplement" shall have the
             meaning set forth in Internal Revenue Service Regulation
             Section 1.411(a)-7(c)(4)(ii).

             (b)  LIMITATIONS.

                  1.   In the event of termination of the Plan, the
             Benefit of any Highly Compensated Participant (and any
             former Highly Compensated Participant) is limited to a
             Benefit that is nondiscriminatory under Section 401(a)(4) of
             the Code.

                  2.   In any Plan Year, the payments under the Plan to
             or on behalf of any Employee described in paragraph (c)
             shall not exceed an amount equal to the payments that would
             be made to or on behalf of the Employee in that Plan Year
             under:

                       (A)  A straight life annuity that is the Actuarial
                  Equivalent of the Accrued Benefit and other Benefits to
                  which the Employee is entitled under the Plan (other
                  than a Social Security Supplement), and

                       (B)  The amount of the payments that the Employee
                  is entitled to receive under a Social Security
                  Supplement.

                  3.   The restrictions in subparagraph 2 above do not
             apply, if any of the following requirements is satisfied:

                       (A)  After payment to or on behalf of an Employee
                  described in paragraph (c) of all Benefits payable to
                  or on behalf of the Employee, the value of Plan assets
                  equals or exceeds 110% of the value of Current
                  Liabilities,

                       (B)  The value of Benefits payable to or on behalf
                  of an Employee described in paragraph (c) is less than

   
<PAGE> 239

                  1% of the value of the Current Liabilities before
                  distribution, or

                       (C)  The value of the Benefits payable to or on
                  behalf of an Employee described in paragraph (c) does
                  not exceed the amount described in Section
                  411(a)(11)(A) of the Code.

             (c)  The Employees whose Benefits are restricted on
   distribution include all Highly Compensated Participants and former
   Highly Compensated Participants.  A Highly Compensated Participant or
   former Highly Compensated Participant is not subject to restriction
   under this Section if he is not one of the 25 (or larger number chosen
   by the Company) nonexcludable Employees and former Employees of the
   Employers with the largest amount of Covered Compensation in the
   current or in any prior Plan Year.


                                ARTICLE VIII
                 Provisions Relating to The Plan Committees
                  -----------------------------------------

             8.01  ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR
   TRUST ADMINISTRATION.  The Company ("Named Fiduciary"), Pension
   Finance Committee, Pension Administrative Committee and Trustees
   ("Fiduciaries") shall have only those specific powers, duties,
   responsibilities and obligations as are specifically given them under
   this Plan and the Trust.  In general, the Company, through the Board,
   shall have the sole right to determine who shall be the Trustees
   (subject to the terms of the Trust), the members of the Pension
   Finance Committee and the members of the Pension Administrative
   Committee; the sole right to determine the funding policy of the Fund
   (within the limits set by the Actuary); and the sole responsibility to
   amend or terminate, in whole or in part, the Plan.  The Company shall
   have the sole responsibility for making the contributions necessary to
   provide benefits under the Plan.  The Pension Administrative Committee
   shall have the responsibility for administration of the Plan.  The
   Trustees shall have the responsibility for and shall control and
   manage the operation and administration of the Trust and the assets
   held under the Trust in accordance with the Trust provisions.  Each
   Fiduciary may rely upon any direction, information or action of
   another Fiduciary as being proper under the Plan, and is not required
   under the Plan to inquire into the propriety of any such direction,
   information or action.  It is intended under this Plan that each
   Fiduciary shall be responsible for the proper exercise of its own
   powers, duties, responsibilities and obligations under this Plan and
   shall not be responsible for any act or failure to act of another
   Fiduciary.  No Fiduciary guarantees the Fund in any manner against
   investment loss or depreciation in asset value.  Any person may serve
   in more than one fiduciary capacity with respect to the Plan or Trust
   if, pursuant to the Plan and/or Trust Agreement, he is assigned or
   delegated any multiple fiduciary capacities.

   
<PAGE> 240

             8.02  PENSION FINANCE COMMITTEE.  The Pension Finance
   Committee shall perform such duties and have such authority as is
   granted to it in the Trust Agreement, the provisions of which are
   hereby incorporated by reference.  The Pension Finance Committee shall
   consist of one or more members who may be, but are not required to be,
   Employees.  The members of the Pension Finance Committee shall be
   appointed by the President of the Company and shall serve at his
   discretion.

             8.03  PENSION ADMINISTRATIVE COMMITTEE.  Except to the
   extent that particular responsibilities are assigned or delegated to
   other Fiduciaries, pursuant to the Trust Agreement or other Sections
   of the Plan, the Pension Administrative Committee shall have the
   responsibility for administration of the Plan and shall have such
   powers as are necessary to carry out the provisions of the Plan.  The
   Pension Administrative Committee shall consist of such members, not
   less than three (3), as shall from time to time be appointed and
   acting hereunder.  The Pension Administrative Committee may also be
   the administrator of any other benefit plan or plans of any Employer
   if the President so provides.  Each member of the Pension
   Administrative Committee shall be appointed by the President of the
   Company and shall thereafter serve until his death, resignation or
   removal from such office.  Any member may resign at any time by notice
   in writing to the President of the Company and to the remaining
   members of the Pension Administrative Committee.  The President of the
   Company may remove any member of the Pension Administrative Committee
   at any time by written notice to him and to the remaining members of
   the Pension Administrative Committee.  Members of the Pension
   Administrative Committee may or may not be Employees.  The Company
   shall notify the Trustees in writing of the membership of the Pension
   Administrative Committee and any changes therein and the Trustees will
   be protected in relying on such written notice in dealing with the
   Pension Administrative Committee.

             The Pension Administrative Committee shall interpret the
   Plan and shall solely determine all questions arising in the
   administration, interpretation and application of the Plan, including
   but not limited to, questions of eligibility and the status and rights
   of Participants, Beneficiaries and other persons.  The regularly kept
   records of the Company shall be conclusive and binding upon all
   persons with respect to an Employee's age, time and amount of Covered
   Compensation and the manner of payment thereof, and all other matters
   contained therein relating to Employees.  All rules and determinations
   of the Pension Administrative Committee shall be uniformly and
   consistently applied to all persons in similar circumstances and shall
   be conclusive and binding on all persons.

             8.04  THE SECRETARY OF THE PENSION ADMINISTRATIVE COMMITTEE. 
   The Pension Administrative Committee will appoint a Secretary who may,
   but need not, be a member of the Pension Administrative Committee, and
   any document required to be filed with, or any notice required to be
   given to, the Pension Administrative Committee will be properly filed

   
<PAGE> 241

   or given if mailed by registered mail, or delivered, to the Secretary
   of the Pension Administrative Committee in care of the Company.  The
   Company shall notify the Trustees in writing of the person appointed
   to act as Secretary of the Pension Administrative Committee and of any
   changes therein, and the Trustees will be protected in relying upon
   such written notice in dealing with the Secretary.  The Secretary
   shall be the agent of the Plan for service of process.

             8.05  RECORDS AND REPORTS OF THE PENSION ADMINISTRATIVE COM-
   MITTEE.  The Pension Administrative Committee shall have (a) the
   responsibility to comply with the reporting and disclosure require-
   ments with respect to the Plan, including annual reports to the
   Department of Labor and the Internal Revenue Service and reports and
   premium payments to the Pension Benefit Guaranty Corporation, and (b)
   such other assignments with respect to the administration of the Plan
   designated by the President.  The Pension Administrative Committee
   shall also exercise such authority and responsibility as it deems
   appropriate in order to comply with ERISA and governmental regulations
   issued thereunder relating to records of Participants' Vesting and
   Credited Service, Accrued Benefits, and whether such benefits are
   nonforfeitable under the Plan.

             8.06  PENSION ADMINISTRATIVE COMMITTEE'S POWERS.  The
   Pension Administrative Committee, as the same shall be from time to
   time constituted, shall have full power and authority, within the
   limits provided by the Plan:

                  (i)  To determine all questions arising concerning the
             construction and interpretation of the Plan and in its
             administration, including, but not by way of limitation, the
             determination of the rights or eligibility under the Plan of
             Employees and Participants and their Eligible Spouses and
             Beneficiaries, and the amount of their respective benefits,
             and of the initial and continuing eligibility of a
             Participant's Surviving Spouse and children for benefits
             hereunder; and all such determinations shall be final and
             binding upon all persons whomsoever;

                  (ii)  To adopt such rules and regulations as it may
             deem reasonably necessary for the proper and efficient
             administration of the Plan and consistent with its purpose;

                  (iii)  To enforce the Plan, in accordance with its
             terms and with its own rules and regulations;

                  (iv)  To direct the Trustees with respect to all
             matters involving distributions from the Fund;

                  (v)  To receive and review the periodic reports of the
             Actuary;

   
<PAGE> 242

                  (vi)  To prepare and distribute, in such manner as the
             Pension Administrative Committee determines to be
             appropriate, information explaining the Plan;

                  (vii)  To create subcommittees and appoint agents, and
             to delegate such of its rights, powers and discretions to
             such subcommittees or agents as it deems desirable; and

                  (viii)  To do all other acts, in its judgment necessary
             or desirable, for the proper and advantageous administration
             of the Plan;

   and the due exercise by the Pension Administrative Committee of any
   and all of such powers and authorities shall be conclusive and binding
   on all persons whomsoever for the purposes of the Plan.

             8.07  DISTRIBUTIONS TO PERSONS UNDER DISABILITY.  In the
   event any portion of the Fund becomes distributable under the terms
   hereof to any person who is a minor or under a legal disability or is,
   although not adjudicated incompetent by reason of illness or mental
   disability, in the opinion of the Pension Administrative Committee
   unable properly to handle his own affairs, the Pension Administrative
   Committee, in its sole discretion, may direct that such distributions
   shall be made in any one or more of the following ways:

             (a)  Directly to said minor or other person;

             (b)  To the legal guardian or conservator of said minor or
        other person;

             (c)  To the spouse, parent, brother, sister, child or other
        relative of said minor or other person for the use of said minor
        or other person; or

             (d)  For the expenditures of the same for the education,
        health, maintenance and support of said minor or other person.

   Except as to (d) above, the Pension Administrative Committee shall not
   be required to see to the application of any distributions so made to
   any of said persons, but his or their receipts therefor shall be a
   full discharge of the liability of the Pension Administrative
   Committee and the Fund to such minor or other person therefor.

             8.08  COMMITTEE ACTIONS.  The Pension Administrative
   Committee and each subcommittee shall act with or without a meeting by
   the vote or concurrence of a majority of its members; but no member
   who is a Participant shall take part in Pension Administrative
   Committee action on any matter that has particular reference to his
   own interest hereunder.  A dissenting Pension Administrative Committee
   member who within a reasonable time after he has knowledge of any
   action or failure to act by the majority, registers his dissent in
   writing delivered to each other Committee members, the Secretary, the

   
<PAGE> 243

   Board, and the Trustees shall not be responsible for any such action
   or failure to act.  All written directions by the Pension
   Administrative Committee may be made over the signature of its
   Secretary or the signatures of a majority of its members and all
   persons shall be protected in relying on such written directions.

             8.09  COMMITTEE EXPENSES.  The Company shall provide the
   Committees with all of the clerical, bookkeeping and stenographic help
   and facilities that may be necessary to enable it to perform its
   functions hereunder for the cost of which the Company may be
   reimbursed out of the Fund if requested by the Company.  The
   Committees may appoint actuaries, consultants, accountants, legal
   counsel, or other agents, including the Trustees with their consent,
   as they deem advisable to assist in carrying out their duties
   hereunder.

             8.10  RULES AND DECISIONS.  Subject to Section 5.05 above,
   the Committees may adopt such rules and actuarial tables as they deem
   necessary, desirable or appropriate.  All rules and decisions of the
   Committees shall be uniformly and consistently applied to all Partici-
   pants in similar circumstances.  When making a determination or
   calculation, the Committees shall be entitled to rely upon information
   furnished by a Participant, Spouse, or Beneficiary, the Company, an
   Employer, legal counsel, the Actuary or the Trustees.

             8.11  INDEMNIFICATION BY THE COMPANY.  The Committees and
   the individual members thereof, shall be indemnified by the Company
   against any and all liabilities arising by reason of any act or
   failure to act in good faith pursuant to the provisions of the Plan,
   including expenses reasonably incurred in the defense of any claim
   relating thereto.

             8.12  FIDUCIARY DUTIES.  All Fiduciaries shall discharge
   their duties solely in the interest of the Participants, Spouses and
   Beneficiaries and for the exclusive purpose of (a) providing benefits
   to Participants, Spouses and their Beneficiaries, and (b) defraying
   reasonable expenses of administering the Plan and Trust.  They shall
   discharge their duties with care, skill, prudence and diligence under
   the circumstances then prevailing that a prudent man acting in a like
   capacity and familiar with such matters would use in the conduct of an
   enterprise of a like character and with like aims.

             8.13  PROHIBITED TRANSACTIONS TO BE AVOIDED.  The
   Fiduciaries shall not take any action, and shall not cause the Trust
   to engage in any transaction, prohibited under or in violation of Part
   4 of Title I of ERISA, or which would subject any person or the
   Company to imposition of a tax under Section 4975 of the Code.

             8.14  INFORMATION TO BE PROVIDED TO PARTICIPANTS AND OTHERS.
   At least once in each Plan Year, the Pension Administrative Committee
   shall furnish to each Participant, Spouse and Beneficiary requesting

   
<PAGE> 244

   the same in writing a statement indicating on the basis of the latest
   available information:

             (a)  his total Accrued Benefit, under the Plan;

             (b)  his total accrued benefit, if any, under a Prior Plan;
        and

             (c)  his nonforfeitable pension benefits, if any, which have
        accrued, or the earliest date on which benefits will become
        nonforfeitable.

   For every Plan Year, the Pension Administrative Committee shall
   furnish to every Participant:

                  (i)  whose employment is terminated during said Plan
             Year,

                  (ii)  who is entitled to a deferred nonforfeitable
             benefit under the Plan, and

                  (iii)  who was paid no benefit during said Plan Year,

   a statement of the nature, amount and form of the deferred
   nonforfeitable benefits to which such Participant is entitled.  The
   Pension Administrative Committee shall furnish and make available to
   Participants, Spouses and Beneficiaries, and to the Secretary of Labor
   or his delegate and to the Secretary of the Treasury or his delegate,
   such plan descriptions, summaries, reports, registration statements,
   notifications and other documents that may be required by ERISA and
   the Code and regulations thereunder.

             8.15  ANNUAL REPORTS.  The Pension Finance Committee and the
   Pension Administrative Committee shall prepare, or cause to be
   prepared, an annual report for each Plan Year containing such
   financial statement, actuarial reports and other information in such
   form and for such delivery and availability at such times and in such
   manner, all as may be required by ERISA and the Code and regulations
   thereunder and the Pension Administrative Committee shall retain such
   records for such periods as may be required by such laws and
   regulations.

   
<PAGE> 245

                                 ARTICLE IX

                    Provisions Relating to the Trust Fund
                    -------------------------------------

             9.01  PURPOSE OF FUND.  The Fund is maintained for the
   purposes of the Plan and the assets thereof will be held, invested,
   administered and distributed in accordance with the terms of the
   Trust.

             9.02  NON-DIVERSION OF FUND.  The Fund will be used and
   applied only in accordance with the Plan and no part of the principal
   or income of the Fund will be used for or diverted to purposes other
   than for the exclusive benefit of Participants, and their Spouses and
   Beneficiaries, in accordance with the provisions hereof, and for the
   payment, if not paid by the Company, of the expenses referred to in
   Section 9.03 below.  Except as otherwise provided in Section 11.01
   below, no Employer shall have any right, title or interest in the Fund
   or any part thereof and none of the contributions made thereto by the
   Company will revert to any Employer. However, without regard to the
   foregoing provisions of this Section 9.02:

                  (i)  If contribution under the Plan is conditioned on
             initial qualification of the Plan under Section 401(a) of
             the Code and the Plan receives an adverse determination with
             respect to its initial qualification, the Trustee shall,
             upon written request of the Company, return to the Company
             the amount of such contribution (increased by earnings
             attributable thereto and reduced by losses attributable
             thereto) within one calendar year after the date that
             qualification of the Plan is denied, provided that the
             application for determination is made by the time prescribed
             by law for filing the Company's return for the taxable year
             in which the Plan is adopted, or such later date as the
             Secretary of the Treasury may prescribe;

                  (ii)  If a contribution is conditioned upon the
             deductibility of the contribution under Section 404 of the
             Code, then, to the extent the deduction is disallowed, the
             Trustee shall upon written request of the Company, return
             the contribution (to the extent disallowed) to the Company
             within one year after the date the deduction is disallowed;

                  (iii)  If a contribution or any portion thereof is made
             by the Company by a mistake of fact, the Trustee shall, upon
             written request of the Company, return the contribution or
             such portion to the Company within one year after the date
             of payment to the Trustee; and

                  (iv)  Earnings attributable to amounts to be returned
             to the Company pursuant to subsection (b) or (c) above shall
             not be returned and losses attributable to amounts to be

   
<PAGE> 246

             returned pursuant to subsection (b) or (c) shall reduce the
             amount to be so returned.

             9.03  FUND EXPENSES.  All expenses incurred in the
   Administration of the Plan, including, but not limited to, expenses of
   the Company, the Pension Finance Committee and the Pension
   Administrative Committee and the expenses and compensation of their
   counsel, consultants, actuaries, accountants and other agents, and the
   expenses incurred by the Trustees in the administration of the Fund,
   including fees for legal services rendered to the Trustees, such
   compensation to the Trustees as may be agreed upon from time to time
   between the Company and the Trustees, and all other proper charges and
   expenses of the Trustees and of their agents and counsel, shall be
   paid from the Fund except to the extent the Company elects to pay such
   items.  All taxes of any kind whatsoever that may be levied or
   assessed under existing or future laws upon the Fund or the income
   thereof, and investment expenses, shall be paid from the Fund.


                                  ARTICLE X
              Miscellaneous Provisions Respecting the Employers
              -------------------------------------------------

             10.01  NON-LIABILITY OF EMPLOYERS AND AGENTS.  The Company
   will make contributions to the Fund for the purpose of providing the
   benefits under the Plan, but neither the Company, nor any other
   Employer, nor any of the officers or employees of the Company or any
   other Employer, guarantees in any manner the payment of such benefits. 
   All contributions made by the Company will be paid into the Fund and
   all benefits payable under the Plan will be paid from the Fund alone. 
   Any person claiming benefits under the Plan will look solely to the
   Fund for payment and no Participant, Spouse, or Beneficiary, shall
   have any right to, or interest in, any part of the Fund assets upon
   Retirement or otherwise except as, and to the extent, expressly
   provided in this Plan.

             10.02  AMENDMENT OF PLAN.  This Plan may be amended at any
   time and from time to time by the duly adopted resolution of the
   Board, but such power of amendment shall under no circumstances
   include the right in any way or to any extent to revest or otherwise
   transfer any interest in or to the Fund, or any income therefrom, to
   the Company or any other Employer, nor shall the power of amendment
   include the right in any way or to any extent to divest any
   Participant of the interest in the Fund to which he would be entitled
   if the Plan were terminated as of the date of such amendment.  Neither
   shall such power of amendment be exercised in any way which would or
   could give to any Participant any right or thing of exchangeable value
   in advance of the receipt of distributions in accordance with the
   terms provided therefor.  No amendment shall ever operate to enable
   any part of the corpus or income or other assets of the Fund to be
   used for or diverted to any purpose other than the exclusive benefit
   of Participants or their Spouses or Beneficiaries.  Notwithstanding

   
<PAGE> 247

   the foregoing provisions of this Section 10.02, however, this Plan may
   be amended in any manner whatsoever, with prospective or retroactive
   effect, for the purpose of qualifying it under Section 401 of the Code
   or any similar law hereafter applicable.

             10.03  COMPANY ACTIONS.  All written directions by the
   Company and the exercise of any of the Company's rights, powers,
   discretions, privileges and duties may be effected by a certified copy
   of a resolution of the Board or its executive committee, or by a
   person or persons authorized by the Board or said executive committee
   to so act on behalf of the Company; and all persons shall be protected
   in relying on such written directions.


                                 ARTICLE XI

            Termination of the Plan and Distribution of the Fund
            ----------------------------------------------------

             11.01  TERMINATING ACTS AND DISTRIBUTION PROCEDURES.  The
   Company reserves the right, upon thirty (30) days' written notice to
   the Trustees, to terminate the entire Plan at any time by action of
   its Board.  In the event of any such termination, the rights of all
   Participants to the benefits accrued to the date of such termination,
   all as more particularly set forth below in this Article XI, shall
   become nonforfeitable, except to the extent provided in Sections 7.05
   and 7.07 above.  For the period required to complete such termination,
   the Trustees shall continue to hold, administer, invest and distribute
   the Fund in accordance with the provisions of the Trust and the
   directions of the Pension Administrative Committee, unless and until
   the Pension Benefit Guaranty Corporation institutes proceedings under
   Section 4042 of ERISA.  In the event of the termination of the Plan,
   the assets of the Fund available to provide benefits shall be
   allocated among the Participants and Beneficiaries in the following
   order:

                       (1)  FIRST, THE ACTUARIAL EQUIVALENT OF THAT
                  PORTION (IF ANY) OF THE BENEFIT OF EACH PARTICIPANT OR
                  BENEFICIARY WHICH WAS DERIVED FROM A PARTICIPANT'S
                  CONTRIBUTIONS;

                       (2)  SECOND, IN THE CASE OF EACH PARTICIPANT AND
                  BENEFICIARY TO WHOM AN ANNUITY WAS BEING PAID ON THE
                  DATE OF SUCH TERMINATION AND AS OF THE BEGINNING OF THE
                  THIRD (3RD) YEAR BEFORE SUCH TERMINATION DATE, THE
                  ACTUARIAL EQUIVALENT OF THE BENEFIT DETERMINED AT THE
                  LOWEST BENEFIT LEVEL PAID DURING SUCH THREE (3) YEAR
                  PERIOD OR PROVIDED UNDER THE PLAN DURING THE FIVE (5)
                  YEAR PERIOD BEFORE SUCH TERMINATION DATE;

                       (3)  THIRD, IN THE CASE OF EACH PARTICIPANT AND
                  BENEFICIARY TO WHOM AN ANNUITY WOULD HAVE BEEN PAYABLE

   
<PAGE> 248

                  AT THE BEGINNING OF THE THIRD (3RD) YEAR BEFORE SUCH
                  TERMINATION DATE IF THE PARTICIPANT HAD RETIRED PRIOR
                  THERETO, THE ACTUARIAL EQUIVALENT OF THE BENEFIT DETER-
                  MINED AT THE LOWEST BENEFIT LEVEL PROVIDED UNDER THE
                  PLAN DURING THE FIVE (5) YEAR PERIOD BEFORE SUCH
                  TERMINATION DATE;

                       (4)  FOURTH, THE ACTUARIAL EQUIVALENT OF EACH
                  BENEFIT OF A PARTICIPANT AND BENEFICIARY OTHER THAN
                  PROVIDED FOR IN FIRST, SECOND AND THIRD ABOVE WHICH IS
                  GUARANTEED UNDER ERISA SECTION 4022 (DETERMINED WITHOUT
                  REGARD TO PARAGRAPH (B)(5) THEREOF);

                       (5)  FIFTH, THE ACTUARIAL EQUIVALENT OF EACH
                  BENEFIT OF A PARTICIPANT OR BENEFICIARY OTHER THAN
                  PROVIDED FOR IN FIRST, SECOND, THIRD OR FOURTH ABOVE
                  WHICH IS NONFORFEITABLE UNDER THE PROVISIONS OF THE
                  PLAN (OTHER THAN BENEFITS WHICH BECOME NONFORFEITABLE
                  UPON TERMINATION UNDER THIS SECTION 11.01);

                       (6)  SIXTH, THE ACTUARIAL EQUIVALENT OF EACH
                  BENEFIT OF A PARTICIPANT OR BENEFICIARY OTHER THAN
                  PROVIDED FOR IN FIRST, SECOND, THIRD, FOURTH AND FIFTH,
                  ABOVE, PROVIDED FOR UNDER THE PLAN.

   If the assets of the Fund available for allocation under any of
   paragraphs FIRST, SECOND, THIRD and FOURTH, above are insufficient to
   satisfy in full all of the benefits described in such paragraph, such
   assets shall be allocated PRO RATA among such benefits on the basis of
   the Actuarial Equivalent referred to in such paragraph of their
   respective benefits; and if the assets of the Fund available for allo-
   cation under paragraph FIFTH above are insufficient to satisfy in full
   all of the benefits described in such paragraph, such assets shall be
   allocated among such benefits PRO RATA as such benefits are determined
   under the Plan as in effect at the beginning of the five (5) year
   period ending on such termination date and if sufficient for that
   purpose, and if the Plan has been amended during such five (5) year
   period, the remainder available for allocation under paragraph FIFTH
   shall be allocated PRO RATA among any benefits in addition to such
   benefits (as were in effect at the beginning of such five (5) year
   period) for which each such amendment provided, in the order of
   occurrence until all such assets are exhausted.  The manner and time
   of paying benefits not already being paid shall be determined by the
   Pension Administrative Committee (or the Company if there is no
   Pension Administrative Committee) subject to the applicable provisions
   of ERISA and the Code.  After all expenses of administration of the
   Plan have been provided for, and all liabilities of the Plan to
   Participants employed by an Employer, former Participants and their
   respective Spouses and Beneficiaries have been satisfied, the Company
   shall be entitled to any remaining balance of such assets.

   
<PAGE> 249

             11.02  PARTIAL TERMINATION OF PLAN.  If a Participating
   Employer shall discontinue its participation in the Plan in whole or
   in substantial part by any one or more of the following actions:

             (a)  The termination or partial termination of that
        Employer's business with consequent termination of employment of
        a substantial number of Participants employed by such Employer;
        or

             (b)  Disposition of all or a substantial part of its
        business operations unless the acquiring entity, with the consent
        of the Board, continues the Plan and assumes the responsibilities
        of a Participating Employer under the Plan,

   then the Plan shall be deemed to be terminated with respect to such
   Participating Employer and as it relates to, and is for the benefit
   of, the affected Participants to the extent that they are or have been
   Employees of such Participating Employer, and their respective
   Surviving Spouses and Beneficiaries, other than any such Participant
   who may by a transfer of his employment continue his participation in
   the Plan.  In the event of any such partial termination, the rights of
   all affected Participants (and Surviving Spouses and Beneficiaries) to
   the benefits accrued to the date of such termination, all as more
   particularly set forth in this Article XI, shall become non-
   forfeitable, except to the extent provided in Sections 7.05 and 7.07
   above.  Upon any such partial termination, an appropriate portion of
   the assets of the Fund attributable to the Participants (and Surviving
   Spouses and Beneficiaries) affected by such partial termination shall
   be separated by the Trustees with the aid and counsel of the Actuary
   and the accountants for the Plan and in accordance with applicable
   rules in ERISA or regulations thereunder, and such separated portion
   of the assets of the Fund shall be allocated among the Participants
   (and Surviving Spouses and Beneficiaries) affected by such partial
   termination in accordance with the provisions of Section 11.01 above.

             11.03  MERGER.  In the event of any merger or consolidation
   of part or all of the Plan with, or the transfer of part of all of its
   assets or liabilities to, any other plan or trust ("other plan") each
   Participant in the Plan whose interests were so merged, consolidated
   or transferred into, with, or to the other plan shall be entitled to
   receive a benefit immediately thereafter (if the other plan then
   terminated) which would be equal to or greater than the benefit he
   would have been entitled to receive immediately theretofore (if this
   Plan then terminated).

   
<PAGE> 250

                                 ARTICLE XII

                            Top-Heavy Provisions
                            --------------------

             12.01  TOP-HEAVY STATUS.  The provisions of this Article
   shall not apply to the Plan with respect to any Plan Year for which
   the Plan is not Top-Heavy (except as provided in subsections 12.05(b)
   and 12.05(c)).  If the Plan is or becomes Top-Heavy in any Plan Year,
   the provisions of this Article XII will supersede any conflicting
   provisions elsewhere in the Plan.

             12.02  DEFINITIONS.  For purposes of this Article XII, the
   following words and phrases shall have the meanings stated below
   unless a different meaning is plainly required by the context:

             (a)  "Compensation" shall, for any Plan Year in which the
        Plan is Top-Heavy, have the meaning set forth in
        Section 414(q)(7) of the Code.

             (b)  "Determination Date" shall mean, with respect to any
        Plan Year:  (i) the last day of the preceding Plan Year, or (ii)
        in the case of the first Plan Year of the Plan, the last day of
        such Plan Year.

             (c)  "Key Employee" shall mean an Employee meeting the
        definition of "key employee" contained in Section 416(i)(1) of
        the Code and the Treasury Regulations interpreting said Section.

             (d)  "Non-Key Employee" shall mean any Employee who is not a
        Key Employee.

             (e)  "Permissive Aggregation Group Plan" shall mean any plan
        of the Company or an Affiliated Company which is not in the
        Required Aggregation Group and which, when considered with the
        Required Aggregation Group Plans, meets the requirements of
        Sections 401(a)(4) and 410 of the Code.

             (f)  "Required Aggregation Group Plan" shall mean (1) each
        plan of the Company or an Affiliated Company in which a Key
        Employee is a participant, and (2) each other plan of the Company
        or an Affiliated Company which enables any plan described in (1)
        to meet the requirements of Sections 401(a)(4) and 410 of the
        Code.

             (g)  "Valuation Date" shall mean with respect to a
        particular Determination Date, the most recent date for valuation
        of the Fund occurring within a twelve (12) month period ending on
        the applicable Determination Date and used for computing Plan
        costs for purposes of the minimum funding requirements of the
        Code.

   
<PAGE> 251

             12.03  DETERMINATION OF TOP-HEAVY STATUS.  (a) The Plan will
   be "Top-Heavy" with respect to any Plan Year if, as of the
   Determination Date applicable to such Year, the ratio of the present
   value of Accrued Benefits under the Plan for Key Employees (determined
   as of the Valuation Date applicable to such Determination Date) to the
   present value of Accrued Benefits under the Plan for all Employees
   (determined as of such Valuation Date) exceeds 60%.  For purposes of
   computing such ratio, and for all other purposes of applying and
   interpreting this subsection (a), the provisions of Section 416 of the
   Code and all Treasury Regulations interpreting said Section shall be
   applied.

             (b)  For purposes of determining whether the Plan is Top-
   Heavy, all qualified retirement plans that are Required Aggregation
   Group Plans shall be aggregated.  All qualified retirement plans that
   are Permissive Aggregation Group Plans shall be aggregated only to the
   extent permitted by Section 416 of the Code, and Treasury Regulations
   promulgated thereunder, and elected by the Company.

             12.04  ACTUARIAL ASSUMPTIONS.  For purposes of determining
   whether the Plan is Top-Heavy, the actuarial assumptions provided in
   Section 5.05 above shall be used.

             12.05  VESTING.  (a) If the Plan becomes Top-Heavy, the
   vested interest of a Participant in the portion of his Accrued Benefit
   referred to in subsection (b) below shall be determined in accordance
   with the following formula in lieu of the provisions of Sections 4.04
   and 4.10 above:

               Years of            Vested        Forfeitable
            Vesting Service      Percentage      Percentage
            ---------------      ----------      ----------

        Less than 2                    0%             100%

        2 but less than 3             20%              80%
        3 but less than 4             40%              60%

        4 but less than 5             60%              40%

        5 or more                    100%               0%


   For purposes of the above schedule, years of Vesting Service shall
   include all years of Vesting Service required to be counted under
   section 411(a) of the Code, disregarding all years of Vesting Service
   permitted to be disregarded under Section 411(a)(4) of the Code.

             (b)  The vesting schedule set forth in subsection (a) above
   shall apply to all Accrued Benefits which have accrued while the Plan
   is Top-Heavy and during the period of time before the Plan becomes

   
<PAGE> 253

   Top-Heavy. This vesting schedule shall not apply to the Accrued
   Benefit of any Employee who does not have an Hour of Service after the
   Plan becomes Top-Heavy.

             (c)  If the Plan becomes Top-Heavy and subsequently ceases
   to be Top-Heavy, the vesting schedule set forth in subsection (a)
   above shall automatically cease to apply, and the provisions of
   Sections 4.04 and 4.10 above shall automatically apply, with respect
   to all Accrued Benefits which accrue to a Participant for all Plan
   Years after the Plan Year with respect to which the Plan was last Top-
   Heavy.  For purposes of this subsection (c), this change in vesting
   provisions shall only be valid to the extent that the conditions of
   Section 10.02 above and Section 411(a)(10) of the Code are satisfied.

             12.06  MINIMUM BENEFIT.  (a)  If the Plan shall be Top-
   Heavy, the Accrued Benefit at any point in time for each Non-Key
   Employee described in subsection (c) below shall be the Actuarial
   Equivalent (based on the assumptions set forth in Section 12.04 above)
   of a single life annuity payable over the life of the Non-Key
   Employee, commencing on his sixty-fifth (65th) birthday, equal to a
   percentage of such Employee's average Compensation for the five
   consecutive Plan Years when the Employee had the highest aggregate
   amount of such Compensation from any Employers.  Such percentage shall
   equal the lesser of (i) two percent (2%) multiplied by such Employee's
   years of service (as computed pursuant to subsection (b) below), or
   (ii) twenty percent (20%).  The minimum benefit payable pursuant to
   this Section 12.06 will be determined without regard to any
   contributions for any Employee under the Federal Social Security Act. 
   Notwithstanding the provisions of Section 4.09, if the benefit pay-
   ments of a Non-Key Employee do not commence until after his sixty-
   fifth (65th) birthday or are suspended for any period after his sixty-
   fifth (65th) birthday pursuant to Section 4.09, the Accrued Benefit
   required under this Section upon the commencement or recommencement of
   benefit payments to such Non-Key Employee after his sixty-fifth (65th)
   birthday shall be adjusted so that it is equal to the Actuarial
   Equivalent of the Accrued Benefit required by this Section at his
   sixty-fifth (65th) birthday minus the Actuarial Equivalent of any
   benefit payments previously made to or with respect to the
   Participant.

             (b)  For purposes of this Section 12.06, years of service
   shall not include Plan Years when (i) the Plan was not Top-Heavy for
   any Plan Year ending during such year of service, and (ii) years of
   service completed in a Prior Plan year beginning before January 1,
   1984.

             (c)  Each Non-Key Employee who completes at least 1,000
   Hours of Service in a Plan Year shall accrue the minimum Accrued
   Benefit described in subsection (a) above for such Plan Year.  A Non-
   Key Employee shall not fail to accrue such benefit merely because the
   Employee was not employed on a specific date or because he failed to
   earn a minimum amount of Compensation for such Year.

   
<PAGE> 253

             (d)  For purposes of subsection (c) above, Compensation in
   Prior Plan years ending before January 1, 1984 and Compensation in
   Plan Years after the close of the last Plan Year in which the Plan is
   Top-Heavy shall be disregarded.

             12.07  PARTICIPATION IN MORE THAN ONE PLAN.  In the event
   that a Participant is simultaneously covered under this Plan, at a
   time when the Plan is Top-Heavy, and a defined contribution plan of
   the Company or an Affiliated Company, at a time when the plan is Top-
   Heavy, the Participant shall be entitled only to the defined benefit
   minimum under this Plan, and not to the defined contribution minimum
   under the defined contribution plan.

             12.08  MAXIMUM LIMITATION.  For purposes of determining
   whether the Plan would be Top-Heavy if "90%" were substituted for
   "60%" each place it appears in paragraphs (1) (A) or (2)(B) of Section
   416(g) of the Code, as required by Section 416(h) of the Code, all of
   the preceding provisions of this Article should be applicable except
   that the phrase "90%" shall be substituted for the phrase "60%" where
   it appears in subsection 12.03(a).  If, pursuant to the preceding
   sentence, it is determined that the Plan would be Top-Heavy if "90%"
   were substituted for "60%", then for purposes of applying Section
   415(e) and 416(h) of the Code, and Section 4.14 of the Plan, to the
   benefit of any Participant, "1.0" shall be substituted for "1.25" in
   each applicable place in paragraphs (2)(B) and (3)(B) of Section
   415(e) of the Code.

             Subject to the exceptions provided below, if for any Plan
   Year the Plan is Top-Heavy, then the overall limitation imposed by
   Section 415(e) and (h) of the Code, and Section 4.14 of the Plan, in
   the case of a Key Employee who is a Participant in both the Plan and a
   Top-Heavy defined benefit plan maintained by any Employer or any
   Affiliated Company, shall be applied by substituting "1.0" for "1.25"
   in each applicable place in paragraphs (2)(B) and (3)(B) of Section
   415(e) of the Code.  The change in the Section 415(e) limitations
   specified in the preceding sentence shall not be applicable to a
   Participant for a Plan Year in which the Plan is Top-Heavy if (a) the
   sum of the present values of the accrued benefits and the account
   balances of all participants in all defined benefit plans and all
   defined contribution plans maintained by any Employer or any
   Affiliated Company who are Key Employees does not exceed 90% of the
   sum of the present values of the accrued benefits and the account
   balances of all participants in all defined benefit plans and all
   defined contribution plans maintained by any Employer or any
   Affiliated Company, and (b) the minimum benefit percentage under the
   Top-Heavy provisions of such defined benefit plans is increased to 3%.

   
<PAGE> 254

                                ARTICLE XIII

                   Provisions Relating to Merger of Plans
                   --------------------------------------

             13.01  DEFINITIONS.  For purposes of this Article, the
   following words and phrases shall have the meanings set forth below:

             (a)  "BernzOmatic Salaried Plan" shall mean the BernzOmatic
   Corporation Employees' Pension Plan.

             (b)  "Foley Office Plan" shall mean the Foley Company
   Retirement Plan for Office and Administrative Employees.

             (c)  "Combined Benefit" shall mean the sum of a
   Participant's Accrued Benefit as defined in Article II of this Plan,
   and his accrued benefit earned under a Constituent Plan.

             (d)  "Constituent Plan" shall mean each of the Foley Office
   Plan or the BernzOmatic Salaried Plan, as in existence on the
   applicable Merger Date.

             (e)  "Constituent Plan Participant" shall mean any person
   who has earned an accrued benefit under a Constituent Plan, as of the
   Merger Date for such Plan (as set forth in subsection (f) below), if
   such benefit has not been fully distributed or an annuity has not been
   purchased for and distributed to the Constituent Plan Participant with
   respect to such benefit as of such Merger Date.

             (f)  "Merger Date" shall mean (i) in the case of the
   BernzOmatic Salaried Plan, September 14, 1985; and (ii) in the case of
   the Foley Office Plan, July 1, 1985.

             13.02  GENERAL.  (a)  Effective July 1, 1985, the assets
   held in trust under the Foley Office Plan were merged with and into
   the assets held in trust under this Plan.  Effective September 14,
   1985, the assets held in trust under the BernzOmatic Salaried Plan
   were merged with and into the assets held in trust under this Plan. 
   In connection with these mergers, this Plan assumed all liabilities of
   Constituent Plan Participants for accrued benefits under the
   Constituent Plans at their respective Merger Dates.  This Article will
   set forth special rules applicable with respect to Constituent Plan
   Participants under this Plan and will supplement the other provisions
   of this Plan with respect to such Constituent Plan Participants in
   connection with the portion of their Combined Benefits attributable to
   the Constituent Plans.  The provisions of this Article shall be
   applied to such portion of their Combined Benefits, notwithstanding
   any inconsistent provision contained elsewhere in this Plan.

             (b)  The merged assets of the Constituent Plans shall be
   used to provide benefits with respect to all Participants under this
   Plan, including Constituent Plan Participants.

   
<PAGE> 255

             (c)  The Combined Benefit, on a termination basis (within
   the meaning of Treasury Regulation Section 1.414(1)), to which any
   Constituent Plan Participant is entitled under this Plan, shall
   immediately after the Merger Date of the applicable Constituent Plan
   be equal to or greater than the benefit to which such Constituent Plan
   Participant was entitled, on a termination basis, under the applicable
   Constituent Plan immediately prior to its Merger Date.  This
   subsection (c) shall not be construed to increase or decrease the
   nonforfeitable benefit accrued for any Constituent Plan Participant
   under the applicable Constituent Plan, or under this Plan, as of the
   applicable Merger Date.  This Article XIII shall be administered
   consistent with the requirements of Sections 411 and 414(1) of the
   Code, and Treasury Regulations promulgated thereunder.

             (d)  A Constituent Plan Participant who becomes a
   Participant under this Plan shall be deemed to have satisfied the
   requirements for a pension under Section 4.04 for purposes of
   eligibility for a Qualified Pre-retirement Survivor Annuity under
   Section 4.07(a) if he has a nonforfeitable interest in a Combined
   Benefit.  The Qualified Pre-retirement Survivor Annuity payable under
   Section 4.07(a) with respect to a Constituent Plan Participant shall
   be based on his Combined Benefit, except to the extent that any
   portion of such Benefit is otherwise distributable pursuant to this
   Article, or otherwise, and shall be subject to offset as provided in
   Section 4.07(a).

             (e)  Notwithstanding any term to the contrary contained
   herein or in either of the Constituent Plans, the provisions of this
   Amendment and Restatement included to conform this Plan to the
   requirements of (i) the Code as amended by the Tax Equity and Fiscal
   Responsibility Act of 1982, the Tax Reform Act of 1984, and the
   Retirement Equity Act of 1984 ("REA"); (ii) ERISA as amended by REA;
   and (iii) governmental rulings and regulations applicable to this Plan
   as of January 1, 1984, shall apply to the Foley Office Plan, and to
   the BernzOmatic Salaried Plan, as of the effective date applicable
   with respect to each such Plan in the case of each such Act, ruling or
   regulation.

             (f)  All distribution elections made by a Merged Plan
   Participant, or his Surviving Spouse or Beneficiary, if applicable,
   shall be made by written instrument delivered by the Merged Plan
   Participant, Surviving Spouse or Beneficiary to the Pension
   Administrative Committee at least thirty days before such election is
   to take effect.

             13.03  SPECIAL PROVISIONS RELATING TO BERNZOMATIC SALARIED
   PLAN.  (a) Effective September 1, 1982, contributions to the
   BernzOmatic Salaried Plan were permanently discontinued and all
   benefits accrued thereunder as of September 1, 1982 became
   nonforfeitable.  As of such date, participants under the BernzOmatic
   Salaried Plan, and other salaried and clerical employees of the
   BernzOmatic Division of the Company, became eligible to participate in

   
<PAGE> 256

   this Plan in accordance with the terms of this Plan.  For purposes of
   determining the Accrued Benefit earned from and after September 1,
   1982 of Participants who are thereafter employed by such Division,
   such Participants shall receive credit for periods of employment with
   all Employers from and after September 1, 1982 and not for periods of
   employment with any Employer prior to September 1, 1982.  Except as
   provided in the next sentence, for purposes of determining such
   Participants' Vesting Service, nonforfeitable interest in their
   Accrued Benefits, and their eligibility to participate in this Plan,
   such Participants shall receive credit for periods of employment with
   the Company or an Affiliated Company from and after April 1, 1982 and
   not for periods of employment with the Company, an Affiliated Company
   or BernzOmatic Corporation prior to April 1, 1982.  This sentence
   shall apply to (i) each individual who is an active employee of the
   BernzOmatic Division of the Company at any time on or after June 1,
   1995, and (ii) each former employee of the BernzOmatic Division of the
   Company who is entitled to a benefit under Section 4.04, the payment
   of which had not commenced prior to June 1, 1995:

                       (A)  For purposes of determining such
                  Participants' Vesting Service, their nonforfeitable
                  interest in their Accrued Benefits, and their
                  eligibility to participate in this Plan, such
                  Participants shall receive credit for periods of
                  employment with the Company or an Affiliated Company
                  from and after April 1, 1982 and not for periods of
                  employment with the Company, an Affiliated Company or
                  BernzOmatic Corporation prior to April 1, 1982; and

                       (B)  solely for purposes of determining such
                  Participants' Vesting Service for purposes of (1) the
                  definition of Early Retirement Date in Article II,
                  (2) the second sentence of Subsection 4.05(a) hereof,
                  and (3) determining the commencement and amount of a
                  Qualified Preretirement Survivior Annuity pursuant to
                  Subsection 4.07(a) hereof, such Participants shall
                  receive credit for periods of employment with the
                  Company or an Affiliated Company prior to and from and
                  after April 1, 1982, and for periods of employment with
                  BernzOmatic Corporation prior to April 1, 1982.

             (b)  The portion of the Combined Benefit of a Constituent
   Plan Participant earned under the BernzOmatic Salaried Plan through
   its Merger Date shall be payable to such Participant (in addition to
   his pension benefit set forth under Article IV of this Plan) at the
   times and in the manner set forth in Articles IV and V of this Plan. 
   Notwithstanding the preceding sentence, if at any time the Constituent
   Plan Participant has satisfied all eligibility requirements contained
   in the BernzOmatic Salaried Plan necessary to entitle him to receive
   payment of the portion of his Combined Benefit earned under the
   BernzOmatic Salaried Plan at its Merger Date commencing at a date
   earlier than the date applicable under the terms of this Plan, such

   
<PAGE> 257

   Participant shall be entitled, subject to the terms and conditions
   applicable under the BernzOmatic Salaried Plan, to have payment of
   such portion of his Combined Benefit commence as follows:

                  (i)  If a Constituent Plan Participant's employment
             with BernzOmatic Corporation and all Employers terminates: 
             (A) before or after the Merger Date, (B) before he attains
             age 65, and (C) after he both attains age 55 and completes
             at least the aggregate of five (A) years of Credited Service
             (as defined in the BernzOmatic Salaried Plan) on or after
             May 15, 1967 and prior to the Merger Date, and (B) years of
             Vesting Service (as defined in Article II of this Plan)
             after the Merger Date, such Constituent Plan Participant
             shall be entitled to commence receipt (in accordance with
             the terms of this Plan) of the portion of his Combined
             Benefit earned under the BernzOmatic Salaried Plan at its
             Merger Date on the first day of any calendar month selected
             by the Participant on or after the later to occur of its
             Merger Date and the date of his termination of employment
             with BernzOmatic Corporation and all Employers, but not
             later than his Normal Retirement Date.  The amount of such
             portion of his Combined Benefit earned under the BernzOmatic
             Salaried Plan shall be reduced by one-half of one percent
             for each full month that the date as of which payment of
             such Benefit portion commences precedes the Constituent Plan
             Participant's Normal Retirement Date.

                  (ii) If a Constituent Plan Participant's employment
             with BernzOmatic Corporation and all Employers terminates:
             (A) before or after the Merger Date, and (B) before he both
             attains age 55 and completes at least the aggregate of five
             (A) years of Credited Service (as defined in the BernzOmatic
             Salaried Plan) on or after May 15, 1967 and prior to the
             Merger Date, and (B) years of Vesting Service (as defined in
             Article II of this Plan) after the Merger Date, he shall
             immediately receive a lump sum distribution of the present
             value of his Participant Contribution Accrued Benefit under
             the BernzOmatic Salaried Plan.  Notwithstanding any
             provision of this clause (ii) to the contrary, if the
             Actuarial Equivalent of the Combined Benefit of such
             Constituent Plan Participant exceeds $3,500, and such
             Participant received credit for at least one (1) Hour of
             Service on or after August 23, 1984, then (A) no
             distribution shall be made to him before his Normal
             Retirement Date without his written consent, and (B) if the
             Participant has an Eligible Spouse, distribution must be
             made in accordance with Sections 4.06 and 5.01 of this Plan
             unless such Eligible Spouse consents, in the manner set
             forth in Section 5.01(e) above, to a distribution of the
             Constituent Plan Participant's Participant Contribution
             Accrued Benefit in a lump sum.

   
<PAGE> 258

             13.04  SPECIAL PROVISIONS RELATING TO FOLEY OFFICE PLAN.

             (a)  All participants in the Foley Office Plan on June 30,
   1985 shall become eligible to participate under this Plan as of its
   Merger Date and shall remain eligible to participate and receive
   benefits hereunder in accordance with the terms of this Plan.

             (b)  Subject to subsections (c) and (d) below, the portion
   of the Combined Benefit of a Constituent Plan Participant earned under
   the Foley Office Plan through its Merger Date shall be payable to such
   Participant (in addition to his pension benefit set forth under
   Article IV of this Plan) at the times and in the manner set forth in
   Articles IV and V of this Plan.  Notwithstanding the preceding
   sentence, if at any time the Constituent Plan Participant has
   satisfied all eligibility requirements contained in the Foley Office
   Plan necessary to entitle him to receive payment of the portion of his
   Combined Benefit earned under the Foley Office Plan at its Merger Date
   commencing at a date earlier than the date applicable under the terms
   of this Plan, such Participant shall be entitled, subject to the terms
   and conditions applicable under the Foley Office Plan, to have payment
   of such portion of his Combined benefit commence as follows:

                  (i)  If a Constituent Plan Participant's employment
             with Foley-ASC, Inc. and all Employers terminates:  (A)
             before or after the Merger Date, (B) before he attains age
             65, and (c) after he both attains age 55 and completes at
             least the aggregate of 10 (A) years of Vesting Service as
             defined in the Foley Office Plan prior to the Merger Date,
             and (B) years of Vesting Service (as defined in Article II
             of this Plan on and after the Merger Date, such Participant
             shall be entitled to commence receipt (in accordance with
             the terms of this Plan) of the portion of his Combined
             Benefit earned under the Foley Office Plan at the Merger
             Date on the first day of any calendar month selected by the
             Participant on or after the later to occur of the Merger
             Date and the date of his termination of employment with
             Foley-ASC, Inc. and all Employers, but not later than his
             Normal Retirement Date.  The amount of such portion of his
             Combined Benefit earned under the Foley Office Plan shall be
             reduced by one-half of one percent for each full month that
             the date as of which payment of such Benefit portion
             commences precedes the first day of the month following the
             month in which the Constituent Plan Participant attains
             age 65.  Any selection of a distribution date pursuant to
             this paragraph shall be made by written instrument delivered
             by the Constituent Plan Participant to the Pension
             Administrative Committee at least thirty (30) days before
             the selected date.

                  (ii) If a Constituent Plan Participant's employment
             with Foley-ASC, Inc. and all Employers terminates:  (A)
             before or after the Merger Date, (B) before he attains age

   
<PAGE> 259

             55, and (C) after he completes at least the aggregate of 10
             (A) years of Vesting Service as defined in the Foley Office
             Plan prior to the Merger Date, and (B) years of Vesting
             Service (as defined in Article II of this Plan) after the
             Merger Date, such Participant shall be entitled to commence
             receipt (in accordance with the terms of this Plan) of the
             portion of his Combined Benefit earned under the Foley
             Office Plan at the Merger Date on the first day of any
             calendar month selected by the Participant on or after the
             date he attains age 55, but not later than his Normal
             Retirement Date.  The amount of such portion of his Combined
             Benefit under the Foley Office Plan shall be reduced by
             one-half of one percent for each full month that the date as
             of which payment of such Benefit portion commences precedes
             the first day of the month following the month in which the
             Constituent Plan Participant attains age 65.

             (c)  For purposes of determining the nonforfeitable interest
   in the portion of the Combined Benefit earned under the Foley Office
   Plan as of its Merger Date by any Constituent Plan Participant (under
   the vesting provisions of the Foley Office Plan), and for purposes of
   determining his nonforfeitable interest in his Accrued Benefit earned
   under this Plan from and after its Merger Date (under the vesting
   provisions of this Plan):

                  (i)  such Constituent Plan Participant shall receive
             credit for periods of employment with Foley-ASC, Inc.,
             calculated in accordance with the terms of the Foley Office
             Plan and this Plan, respectively, from and after his date of
             hire by Foley-ASC, Inc., or its corporate predecessors, and
             up to and including September 24, 1984; and

                  (ii) such Constituent Plan Participant shall receive
             credit for periods of employment with the Company,
             calculated in accordance with the terms of the Foley Office
             Plan and this Plan, respectively, from and after September
             24, 1984.

             (d)  For purposes of determining the portion of a Combined
   Benefit earned under the Foley Office Plan as of its Merger Date by
   any Constituent Plan Participant:

                  (i)  such Participant shall receive credit for periods
             of employment with Foley-ASC, Inc., calculated in accordance
             with the terms of the Foley Office Plan, from and after the
             date such Participant became a participant in the Foley
             Office Plan and up to and including September 24, 1984; and

                  (ii) such Participant shall receive credit for periods
             of employment with the Company, calculated in accordance
             with the terms of the Foley Office Plan, from and after
             September 24, 1984 and up to and including June 30, 1985.

   
<PAGE> 260

             (e)  For purposes of determining the Accrued Benefit earned
   under this Plan by a Constituent Plan Participant from and after its
   Merger Date, such Participant shall receive credit only for periods of
   employment with the Company, calculated in accordance with the terms
   of this Plan, from and after its Merger Date.

                                 ARTICLE XIV

              Provisions Relating to Additional Merger of Plans
              -------------------------------------------------

             14.01  DEFINITIONS.  For purposes of this Article, the
   following words and phrases shall have the meanings set forth below:

             (a)  "Actuarial Equivalent" or "Actuarial Equivalence" shall
   mean with respect to each Merged Plan the equality in value of
   aggregate amounts expected to be received under different forms of
   payment, or to be received at different dates, determined on the basis
   of the assumptions and methods set forth in the attached schedule
   applicable to each Merged Plan as of the applicable Plan Merger Date,
   or, if applicable, Article XVII.

             (b)  "Anchor Hocking Salaried Plan" shall mean the Anchor
   Hocking Retirement Plan for Salaried Employees.

             (c)  "Anchor Hocking Salaried Plan - Hourly Part" shall mean
   the Anchor Hocking Retirement Plan for Salaried Employees (Hourly
   Part).

             (d)  "Benefit Accrual Date" shall mean January 1, 1989 with
   respect to each of the Anchor Hocking Salaried Plan and the Anchor
   Hocking Plan - Hourly Part and January 1, 1993 with respect to the
   Sanford Salaried Plan.

             (e)  "Merged Plan" shall mean each of the Anchor Hocking
   Salaried Plan, the Moldcraft Plan, the Anchor Hocking Salaried Plan -
   Hourly Part, and the Sanford Salaried Plan as in existence on the
   applicable Plan Merger Date.

             (f)  "Merged Plan Benefit" shall mean the portion of the
   Total Benefit earned by a Merged Plan Participant under a Merged Plan
   as of the applicable Plan Merger Date that has not been fully
   distributed to, or used to purchase an annuity distributed to, the
   Merged Plan Participant.

             (g)  "Merged Plan Participant" shall mean any person who has
   earned an accrued benefit under a Merged Plan, as of the applicable
   Plan Merger Date, if such benefit has not been fully distributed to,
   or an annuity has not been purchased for and distributed to, the
   Merged Plan Participant with respect to such accrued benefit as of the
   applicable Plan Merger Date.

   
<PAGE> 261

             (h)  "Moldcraft Plan" shall mean the Contributory Pension
   Plan for the Hourly-Paid Employees of the Moldcraft Division of Anchor
   Hocking Plastic Packaging, Inc.

             (i)  "Plan Merger Date" shall mean September 1, 1991 with
   respect to each of the Anchor Hocking Salaried Plan, the Moldcraft
   Plan and the Anchor Hocking Salaried Plan - Hourly Parts and December
   1, 1992 with respect to the Sanford Salaried Plan.

             (j)  "Sanford Salaried Plan" shall mean the Sanford
   Corporation Retirement Plan for Salaried Employees.

             (k)  "Total Benefit" shall mean the sum of a Participant's
   Accrued Benefit as defined in Article II of this Plan earned from and
   after the applicable Benefit Accrual Date, if any, and his Merged Plan
   Benefit. 

             14.02  GENERAL  (a)  Effective as of the applicable Plan
   Merger Date, the assets held in trust under each of the Merged Plans
   were merged with and into the assets held in trust under this Plan. 
   In connection with these mergers, this Plan assumed all liabilities to
   Merged Plan Participants for Merged Plan Benefits.  This Article sets
   forth special rules applicable to Merged Plan Participants under this
   Plan and will supplement the other provisions of this Plan with
   respect to such Merged Plan Participants in connection with their
   Merged Plan Benefits.  The provisions of this Article shall be applied
   to their Merged Plan Benefits notwithstanding, and in lieu of, any
   other provision contained elsewhere in this Plan.

             (b)  The merged assets of the Merged Plans shall be used to
   provide benefits with respect to all Participants under this Plan,
   including Merged Plan Participants.

             (c)  The Total Benefit, on a termination basis (within the
   meaning of Treasury Regulation Section 1.414(l)), to which any Merged
   Plan Participant is entitled under this Plan shall, immediately after
   the applicable Plan Merger Date, be equal to or greater than the
   benefit to which such Merged Plan Participant was entitled, on a
   termination basis, under the applicable Merged Plan immediately prior
   to the applicable Plan Merger Date.  This subsection (c) shall not be
   construed to increase or decrease the nonforfeitable benefit accrued
   for any Merged Plan Participant under the applicable Merged Plan, or
   under this Plan, as of the applicable Plan Merger Date.  This
   Article XIV shall be administered consistent with the requirements of
   Sections 411 and 414(l) of the Code, and the Treasury Regulations
   promulgated thereunder.

             (d)  A Merged Plan Participant who becomes a Participant
   under this Plan shall be deemed to have satisfied the requirements for
   a pension under Section 4.04 hereof for purposes of eligibility for a
   Qualified Pre-retirement Survivor Annuity under Section 4.07(a) hereof
   if he has a nonforfeitable interest in a Total Benefit.  The Qualified

   
<PAGE> 262

   Pre-retirement Survivor Annuity payable under Section 4.07(a) with
   respect to a Merged Plan Participant shall be based on his Total
   Benefit, except to the extent that any portion of such Benefit is
   otherwise distributable pursuant to this Article, or otherwise, and
   shall be subject to offset as provided in Section 4.07(a).

             (e)  Notwithstanding any provision to the contrary contained
   herein or in any of the Merged Plans, the provisions of this Amendment
   and Restatement of this Plan intended to conform this Plan to the
   requirements of (i) the Code as amended by the Tax Reform Act of 1986,
   the Revenue Act of 1987, the Technical and Miscellaneous Revenue Act
   of 1988, the Omnibus Budget Reconciliation Act of 1989, the Revenue
   Reconciliation Act of 1990 and the Revenue Reconciliation Act of 1993;
   (ii) ERISA as amended by the Retirement Equity Act of 1984; and (iii)
   all other statutes and all governmental rulings and regulations
   applicable to this Plan as of January 1, 1994, shall apply to each of
   the Merged Plans, as of the effective date applicable with respect to
   each such Merged Plan in the case of each such Act, statute, ruling or
   regulation.

             (f)  All distribution elections made by a Merged Plan
   Participant, or his Surviving Spouse or Beneficiary, if applicable,
   shall be made by written instrument delivered by the Merged Plan
   Participant, Surviving Spouse or Beneficiary to the Pension
   Administrative Committee at least thirty days before such election is
   to take effect.

             (g)  For purposes of the cash out provisions of Section 4.15
   of the Plan, the Actuarial Equivalent of a Merged Plan Benefit will be
   based upon Section 14.01(a).

             14.03     SPECIAL PROVISIONS RELATING TO ANCHOR HOCKING
   SALARIED PLAN.  The following shall apply with respect to Merged Plan
   Participants who participated in the Anchor Hocking Salaried Plan on
   or before the Plan Merger Date:  

             (a)  Benefit Accruals under the Anchor Hocking Salaried Plan
   were permanently discontinued, and all benefits accrued thereunder by
   Merged Plan Participants became nonforfeitable, effective as of the
   Benefit Accrual Date.  As of the Benefit Accrual Date, Covered Class
   Employees (as defined in the Anchor Hocking Salaried Plan for purposes
   of this Section 14.03) became eligible to participate in this Plan in
   accordance with the terms of this Plan.  For purposes of determining
   the Accrued Benefit earned from and after the Benefit Accrual Date, of
   Merged Plan Participants who were Covered Class Employees under the
   Anchor Hocking Salaried Plan on the Benefit Accrual Date, and who
   thereafter are employed by an Employer, such Merged Plan Participants
   shall receive credit for periods of employment with all Employers from
   and after the Benefit Accrual Date and not for periods of employment
   with any Employer or any other entity, prior to the Benefit Accrual
   Date.  For purposes of determining such Merged Plan Participants'
   Vesting Service, nonforfeitable interest in their Accrued Benefits,

   
<PAGE> 263

   and their eligibility to participate in this Plan, such Merged Plan
   Participants shall receive credit (1) for periods of employment with
   an Affiliated Company (as defined in Article II of this Plan) from and
   after the Benefit Accrual Date and (2) for periods of employment only
   with Anchor Hocking Corporation and its affiliates, and not with any
   other entity that was not an Affiliated Company, prior to the Benefit
   Accrual Date.

             (b)  A Merged Plan Benefit shall be payable to a Merged Plan
   Participant (in addition to his benefit set forth under Article IV of
   this Plan) at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   has satisfied all eligibility requirements contained in the Anchor
   Hocking Salaried Plan necessary to entitle him to receive payment of
   his Merged Plan Benefit commencing at a date earlier than the date
   applicable under the terms of this Plan, such Participant shall be
   entitled, subject to the terms and conditions applicable under the
   Anchor Hocking Salaried Plan, to have payment of his Merged Plan
   Benefit commence as follows:

                  (i)  If a Merged Plan Participant's employment with all
             Employers terminates before he attains age 65, and if (A) at
             the time of such termination (1) he has both attained age 55
             and completed at least the aggregate of 10 (I) years of
             Vesting Service as defined in the Anchor Hocking Salaried
             Plan prior to the Plan Merger Date, and (II) years of
             Vesting Service (as defined in Article II of this Plan)
             after the Plan Merger Date, or (2) he has attained age 60,
             or (B) he was, as of January 1, 1981, an employee of
             Moldcraft (as defined in the Anchor Hocking Salaried Plan
             for purposes of this Section 14.03) and as of that date had
             at least one year of Vesting Service (as defined in the
             Anchor Hocking Salaried Plan) and had attained age 55 but
             not age 60, such Merged Plan Participant shall be entitled
             to commence receipt (in accordance with the terms of this
             Plan) of his Merged Plan Benefit on the first day of any
             calendar month selected by the Merged Plan Participant on or
             after the later to occur of the Plan Merger Date and the
             date of his termination of employment with all Employers,
             but not later than his Normal Retirement Date (as defined in
             the Anchor Hocking Salaried Plan for purposes of this
             Section 14.03).  If the Merged Plan Participant (1) attained
             age 60, or (2) both attained age 55 and completed at least
             the aggregate of 30 (A) years of Vesting Service as defined
             in the Anchor Hocking Salaried Plan prior to the Plan Merger
             Date, and (B) years of Vesting Service (as defined in
             Article II of this Plan) after the Plan Merger Date, at the
             time of his termination of employment with all Employers,
             the amount of his Merged Plan Benefit shall be paid
             unreduced.  If the Merged Plan Participant had neither
             attained age 60, nor both attained age 55 and completed at
             least the aggregate of 30 (A) years of Vesting Service (as

   
<PAGE> 264

             defined in the Anchor Hocking Salaried Plan prior to the
             Plan Merger Date, and (B) years of Vesting Service (as
             defined in Article II of this Plan) after the Plan Merger
             Date, at the time of his termination, the Merged Plan
             Benefit shall be reduced by one-twelfth of 5% for each month
             it is paid prior to his 60th birthday. 

                  (ii) If a Merged Plan Participant's employment with all
             Employers terminates, and he is not eligible under
             subparagraph (i) next above, he shall be entitled to
             commence receipt (in accordance with the terms of this Plan)
             of his Merged Plan Benefit on the first day of the month
             following the Merged Plan Participant's Normal Retirement
             Date, unless he elects to have it begin within the ten year
             period prior to his Normal Retirement Date.  If the Merged
             Plan Participant elects to have such Merged Plan Benefit
             begin earlier than his Normal Retirement Date, his Merged
             Plan Benefit shall be a reduced pension (in a level amount)
             equal to the Actuarial Equivalent of the Merged Plan Benefit
             that would have been payable on the Merged Plan
             Participant's Normal Retirement Date.

             (c)  If a Merged Plan Participant's employment with all
   Employers terminates prior to the Benefit Accrual Date (A) due to a
   Merged Plan Participant becoming Totally Disabled under the terms and
   conditions of, and as defined under, the Anchor Hocking Salaried Plan,
   (B) before he attains age 65, (C) while regularly employed to work for
   an Employer at least 30 hours per week, and (D) after completing at
   least one full year of Anchor Service (as defined under the Anchor
   Hocking Salaried Plan for purposes of this Section 14.03), such Merged
   Plan Participant shall be entitled to commence receipt (in accordance
   with the terms of this Plan) of his Merged Plan Benefit as follows:

                  (i)  If a Merged Plan Participant satisfies all the
             conditions necessary for a disability benefit under the
             Anchor Hocking Salaried Plan and he continues to be Totally
             Disabled (as defined in the Anchor Hocking Salaried Plan for
             purposes of this Section 14.03) until (A) he has both
             attained age 55, and completed at least the aggregate of 10
             (I) years of Vesting Service (as defined in the Anchor
             Hocking Salaried Plan) prior to the Plan Merger Date, and
             (II) years of Vesting Service (as defined in Article II of
             this Plan) after the Plan Merger Date, or (B) he has
             attained age 60, such Merged Plan Participant shall be
             entitled to commence receipt (in accordance with the terms
             of this Plan) of his Merged Plan Benefit on the first day of
             any calendar month selected by the Merged Plan Participant
             on or after the last to occur of (1) the Benefit Accrual
             Date, (2) the date he meets the criteria in clause (A) or
             (B) above of this paragraph, and (3) the date of his
             termination of employment with all Employers due to his
             disability, but not later than his Normal Retirement Date. 

   
<PAGE> 265

             If the Merged Plan Participant attained age 60, or both
             attained age 55 and completed at least the aggregate of 30
             (A) years of Vesting Service (as defined in the Anchor
             Hocking Salaried Plan) prior to the Plan Merger Date, and
             (B) years of Vesting Service (as defined in Article II of
             this Plan) after the Plan Merger Date, at the time of his
             termination, the amount of his Merged Plan Benefit shall be
             paid unreduced.  If the Merged Plan Participant had neither
             attained age 60, nor both attained age 55 and completed at
             least the aggregate of 30 (A) years of Vesting Service (as
             defined in the Anchor Hocking Salaried Plan) prior to the
             Plan Merger Date, and (B) years of Vesting Service (as
             defined in Article II of this Plan) after the Plan Merger
             Date, at the time of his termination, his Merged Plan
             Benefit shall be reduced by one-twelfth of 5% for each month
             it is paid prior to his 60th birthday.

                  (ii) Solely for purposes of this paragraph (c), the
             Merged Plan Benefit of a Merged Plan Participant who is
             Totally Disabled (as defined in the Anchor Hocking Salaried
             Plan) shall equal the sum of (1) the portion of his Total
             Benefit earned under the Anchor Salaried Plan as of the
             Benefit Accrual Date, plus (2) the Accrued Benefit earned
             under this Plan from and after the Benefit Accrual Date
             based upon the benefit formula in this Plan on the Benefit
             Accrual Date, the Merged Plan Participant's monthly rate of
             base pay for the month preceding the date he became Totally
             Disabled and the consideration of the period of time during
             which he continues to be Totally Disabled from and after the
             Benefit Accrual Date as Benefit Service under this Plan.

                  (iii)     If a Merged Plan Participant satisfies all
             the conditions necessary for a disability benefit under the
             Anchor Hocking Salaried Plan and continues to be Totally
             Disabled until he reaches his Normal Retirement Date, and he
             is not entitled to a benefit pursuant to clause (i) above,
             such Merged Plan Participant shall be entitled to commence
             receipt (in accordance with the terms of this Plan) of his
             Merged Plan Benefit on the first day of the calendar month
             after the month in which he attains his Normal Retirement
             Date.

                  (iv) If a Merged Plan Participant satisfies all the
             conditions necessary for a disability benefit under the
             Anchor Hocking Salaried Plan and ceases to be Totally
             Disabled before reaching age 60, and before he has attained
             age 55 and completed at least 10 years of Vesting Service
             (as defined in the Anchor-Hocking Salaried Plan) prior to
             the Plan Merger Date, such Merged Plan Participant shall be
             eligible to have his Merged Plan Benefit paid as a Deferred
             Vested Pension (as defined under the Anchor Hocking Salaried
             Plan for purposes of this Section 14.03) provided he became

   
<PAGE> 266

             Totally Disabled on or before August 14, 1978, and his
             employment with the Controlled Group (as defined in the
             Anchor Hocking Salaried Plan for purposes of this Section
             14.03) terminated on account of such Total Disability.

             (d)  If a Merged Plan Participant dies before payment of his
   Merged Plan Benefit commences, his Surviving Spouse shall be entitled
   to commence receipt (in accordance with the terms of this Plan) of his
   Merged Plan Benefit as follows:

                  (i)  In the case of a Surviving Spouse of a Merged Plan
             Participant who died while an active employee and (A) who
             had attained age 50, but not age 65, and had completed at
             least the aggregate of 10 (I) years of Vesting Service (as
             defined in the Anchor Hocking Salaried Plan) prior to the
             Plan Merger Date, and (II) years of Vesting Service (as
             defined in Article II of this Plan) after the Plan Merger
             Date, or (B) who was employed by Moldcraft and who, as of
             January 1, 1981, (1) had one year of Vesting Service (as
             defined in the Anchor Hocking Salaried Plan), and (2) had
             attained age 55 but not age 60, the Merged Plan Benefit to
             which she is entitled (a) shall be a monthly pension payable
             for her remaining lifetime in the amount specified in
             subsequent sentences of this paragraph, (b) shall begin on
             the first day of the month after such Merged Plan
             Participant would have attained age 65 had he not died or,
             if the Surviving Spouse requests earlier commencement
             thereof, on the first day of any month following the Merged
             Plan Participant's death, but in any case only if the
             Surviving Spouse is living on such date and otherwise
             eligible to receive such Merged Plan Benefit and (c) shall
             cease with the payment for the month in which she dies.  If
             such Merged Plan  Participant died after age 55 (and before
             age 65), the monthly amount of such Merged Plan Benefit
             payable to his Surviving Spouse shall be equal to 50% of
             what would have been the monthly amount of such Merged Plan
             Participant's Merged Plan Benefit payable as an Early
             Retirement Pension (as defined in the Anchor Hocking
             Salaried Plan for purposes of this Section 14.03) if (A) he
             had retired at the end of the month in which he died and he
             had continued to live, (B) his Early Retirement Pension had
             begun in the first month after the later of the month in
             which he in fact died or the month in which he would have
             reached age 60 if he had continued to live and (C) his Early
             Retirement Pension was paid as an annuity for his lifetime
             only.  If such Merged Plan Participant died on or after age
             50 and before age 55, the monthly amount of such Merged Plan
             Benefit payable to his Surviving Spouse shall be equal to
             50% of the monthly amount of the Merged Plan Benefit payable
             as a Deferred Vested Pension (as defined in the Anchor
             Hocking Salaried Plan for purposes of this Section 14.03)
             beginning on the Merged Plan Participant's Normal Retirement

   
<PAGE> 267

             Date, to which he would have been entitled if (A) he had
             resigned from employment with all Controlled Group Members
             (as defined in the Anchor Hocking Salaried Plan for purposes
             of this Section 14.03) at the end of the month in which he
             in fact died, (B) he had continued to live until after his
             Normal Retirement Date and (C) his Deferred Vested Pension
             was paid as an annuity for his lifetime only.  In computing
             the amount of the Merged Plan Benefit payable to a Surviving
             Spouse pursuant to this subparagraph (i), any early
             retirement reductions and the Cap (as defined in the Anchor
             Hocking Salaried Plan for purposes of this Section 14.03)
             shall be ignored.

                  (ii) In the case of a Surviving Spouse of a Merged Plan
             Participant who died while an active employee and (A) had
             attained age 60, but not age 65, and had not completed at
             least the aggregate of 10 (I) years of Vesting Service (as
             defined in the Anchor Hocking Salaried Plan) prior to the
             Plan Merger Date, and (II) years of Vesting Service (as
             defined in Article II of this Plan) after the Plan Merger
             Date, or (B) had attained age 65 (regardless of his
             aggregate years of Vesting Service), the Merged Plan Benefit
             to which she is entitled shall be such Merged Plan Benefit
             as she would have been entitled to receive if (A) such
             Merged Plan Participant had retired in the month preceding
             his death and under circumstances which would have allowed
             the Merged Plan Participant to receive his Merged Plan
             Benefit payable as an Early Retirement Pension under the
             Anchor Hocking Salaried Plan, (B) his Early Retirement
             Pension had begun in the month in which he in fact died and
             (C) his Early Retirement Pension was payable under the Semi-
             Automatic 50% J & S Option (as defined in the Anchor Hocking
             Salaried Plan).  In computing the amount of such Merged Plan
             Benefit payable to a Surviving Spouse pursuant to this
             subparagraph (ii), any early retirement reductions and the
             Cap shall be ignored.  Such Merged Plan Benefit (1) shall
             begin as provided in clause (b) of subparagraph (i) of this
             paragraph, (2) shall, except as otherwise provided herein,
             be payable monthly thereafter (on the first of each month)
             during her remaining lifetime and (3) shall cease with the
             payment for the month in which she dies. 

                  (iii)          (A)  In the case of a Surviving Spouse
                            of a deceased Merged Plan Participant, not
                            described in subparagraphs (i) or (ii) above,
                            the Merged Plan Benefit to which she is
                            entitled shall be a monthly benefit for the
                            life of the Surviving Spouse with payments
                            equal to the payments that would have been
                            payable to such Surviving Spouse under the
                            Semi-Automatic 50% J & S Option (based on the
                            Merged Plan Participant's actual Benefit

   
<PAGE> 268

                            Service as defined in the Anchor Hocking
                            Salaried Plan for purposes of this Section
                            14.03) if -- 

                                 (1)  in the case of a Merged Plan
                            Participant who dies after his attainment of
                            the age and Vesting Service requirements of
                            Section 14.03(b)(i) (the "Qualified Earliest
                            Retirement Age"), such Merged Plan
                            Participant had retired on the day before his
                            death with an immediate Semi-Automatic 50% J
                            & S Option in effect, or

                                 (2)  in the case of a Merged Plan
                            Participant who dies on or before the date on
                            which he would have attained his Qualified
                            Earliest Retirement Age, such Merged Plan
                            Participant had:

                                      (a)  terminated his employment with
                                 the Controlled Group on the date of his
                                 death;

                                      (b)  survived to his Qualified
                                 Earliest Retirement Age;

                                      (c)  retired at his Qualified
                                 Earliest Retirement Age with an
                                 immediate Semi-Automatic 50% J & S
                                 Option in effect, and

                                      (d)  died on the day after the day
                                 on which he would have attained his
                                 Qualified Earliest Retirement Age.

                            (B)  The Merged Plan Benefit provided for in
                       subparagraph (A) of this subparagraph (iii) shall
                       commence to be paid to the Surviving Spouse on the
                       first day of the month after the Merged Plan
                       Participant would have attained age 65 had he not
                       died or, if the Surviving Spouse requests earlier
                       commencement thereof, on the first day of any
                       earlier month after the later of (1) the first day
                       of the month after the Merged Plan Participant's
                       death or (2) the first day of the month in which
                       the Merged Plan Participant would have attained
                       his Qualified Earliest Retirement Age, but in any
                       case only if the Surviving Spouse is living on
                       such date and is otherwise eligible to receive
                       such Merged Plan Benefit.  Payments shall continue
                       during the Surviving Spouse's remaining lifetime,

   
<PAGE> 269

                       and shall cease with the payment for the month in
                       which such Surviving Spouse dies.

                            (C)  In computing the amount of the Merged
                       Plan Benefit provided for in subparagraph (A) of
                       this subparagraph (iii), any early retirement
                       reductions shall be taken into account, and the
                       Cap shall be ignored.

                  (iv) For purposes of subparagraph (i) of this paragraph
             (d), Surviving Spouse means a person to whom a Merged Plan
             Participant is legally married on the Merged Plan
             Participant's date of death.  For purposes of subparagraphs
             (ii) and (iii) of this paragraph (d), Surviving Spouse means
             a person to whom a Merged Plan Participant is legally
             married for at least the one (1) year period ending on the
             Merged Plan Participant's date of death.

             (e)  A Merged Plan Participant may elect, pursuant to the
   spousal consent provisions of Section 5.01 of this Plan, any one of
   the optional forms of benefits specified in this paragraph with
   respect to his Merged Plan Benefit.  Any optional form of benefit set
   forth in Article V of this Plan shall apply only to the Accrued
   Benefit earned by the Merged Plan Participant from and after the
   Benefit Accrual Date.  Any optional form of benefit or combination of
   optional forms of benefits set forth in this paragraph shall be the
   Actuarial Equivalent of the Merged Plan Benefit otherwise payable with
   respect to the Merged Plan Participant.

                  (i)  REGULAR J & S OPTIONS:  A Merged Plan Participant
             may elect to receive his Merged Plan Benefit as a reduced
             pension payable to him during his lifetime on and after the
             date on which his Merged Plan Benefit is to commence, and
             after his death to have a pension payable during the
             surviving lifetime of and for a natural person (herein
             called "Joint Pensioner") designated by the Merged Plan
             Participant for such purpose at the same reduced rate
             payable to the Merged Plan Participant or (if elected by the
             Merged Plan Participant) at the rate of 50% of the reduced
             pension payable to the Merged Plan Participant.  Evidence
             satisfactory to the Pension Administrative Committee of the
             date of birth of the Merged Plan Participant and of his
             Joint Pensioner must be furnished within 90 days of the
             filing of such election with the Pension Administrative
             Committee.  The amount of the reduced pension payable under
             such an option depends in part on (A) the age of the Merged
             Plan Participant and his Joint Pensioner and (B) the Merged
             Plan Participant's choice of the percentage of his reduced
             pension to be paid after his death to his Joint Pensioner. 
             Pension payments for the Joint Pensioner shall begin with
             the first day of the month after the month in which the
             Merged Plan Participant dies, provided his death does not

   
<PAGE> 270

             void the election of this option, and provided his Joint
             Pensioner is living on such day, and the last monthly
             payment for the Joint Pensioner shall be payable on the
             first day of the last month in which he or she is living. 
             If the Joint Pensioner dies before the Merged Plan
             Participant's pension commences, the election shall be of no
             effect and the Merged Plan Participant shall be treated the
             same as though he had not elected an option pursuant to this
             subparagraph.  If the Joint Pensioner dies on or after his
             Merged Plan Participant's pension commences and while the
             Merged Plan Participant is living, the option elected shall
             continue in force and the Merged Plan Participant's reduced
             pension shall not be increased thereby.

                  (ii) LEVEL INCOME OPTION:  A Merged Plan Participant
             who retires before reaching the earliest age at which a
             retired worker may elect to have his old age benefits under
             the U.S. Social Security Act begin, and who is not eligible
             for a Social Security Disability Benefit (as defined in the
             Anchor Hocking Salaried Plan for purposes of this Section
             14.03), may elect (in accordance with procedures established
             by the Pension Administrative Committee) to have the amount
             of the Merged Plan Benefit otherwise payable to him
             increased before such earliest age and decreased thereafter,
             to the end that such portion of his Merged Plan Benefit,
             when combined with his old age benefits under the U.S.
             Social Security Act (as in effect at his retirement) in the
             amount estimated to be payable beginning at such earliest
             age, will provide a level amount of retirement income
             insofar as practicable.  A Merged Plan Participant's
             election of the Level Income Option shall become void if (A)
             he does not become entitled to a pension under paragraph (b)
             of this Section or (B) his Merged Plan Benefit is payable
             under a J & S Option pursuant to paragraph (e)(i) of this
             Section.  

                  (iii)     OTHER OPTIONS:  A Merged Plan Participant
             whose employment with the Company and all Affiliated
             Companies terminated prior to the Plan Merger Date is
             entitled to receive his Merged Plan Benefit pursuant to an
             optional form of benefit that was available under the Anchor
             Hocking Salaried Plan at the date of his termination of
             employment, and that was elected by the Merged Plan
             Participant prior to the date of his termination of
             employment pursuant to the terms of the Anchor Hocking
             Salaried Plan.

             (f)  Notwithstanding the foregoing, 

                  (i)  In the case of a Merged Plan Participant who dies
             on or after payment of the Merged Plan Benefit is to
             commence, and whose Merged Plan Benefit has not been

   
<PAGE> 271

             discharged by a lump sum payment, if such death occurs
             before he has become entitled to receive 72 monthly payments
             of his Merged Plan Benefit and if a J & S Option under
             subparagraph (e)(i) of this Section is not applicable to
             him, his Beneficiary shall be paid the same Merged Plan
             Benefit as would have been payable to such Merged Plan
             Participant if he had continued to live until the equivalent
             of 72 monthly payments have been made to him and/or his
             Beneficiary.

                  (ii) In the case of a Merged Plan Participant described
             in clause (i) above for whom a J & S Option under
             subparagraph (e)(i) of this Section is applicable, if he and
             his Joint Pensioner die before one or both of them have
             become entitled to receive 72 monthly payments with respect
             to his Merged Plan Benefit, such Merged Plan Participant's
             Beneficiary shall be paid the same monthly benefit as would
             have been payable to the survivor of such Merged Plan
             Participant and his Joint Pensioner if such survivor had
             continued to live until the equivalent of 72 monthly
             payments have been made to such Merged Plan Participant, his
             Joint Pensioner and/or his Beneficiary, except that, for
             this purpose, a Merged Plan Participant's Joint Pensioner
             shall not be considered to survive such Merged Plan
             Participant if he or she dies before a payment becomes
             payable to him or her under such Merged Plan Participant's J
             & S Option.

                  (iii)     In the case of a Merged Plan Participant
             whose Merged Plan Benefit is payable under the Level Income
             Option specified in subparagraph (e)(ii) above, and who dies
             during the 72 month period certain specified herein, the
             same monthly payments shall be made to his Beneficiary for
             the balance of such 72 month period certain as would have
             been payable to the Merged Plan Participant if he had
             continued to live.

                  (iv) In the case of a Merged Plan Participant who was a
             Member (as defined in the Anchor Hocking Salaried Plan for
             purposes of this Section 14.03), who continues in the employ
             of a Controlled Group Member after his Normal Retirement
             Date, who dies while a Member, and for whom the J & S Option
             is applicable, or who has a Surviving Spouse eligible for a
             Merged Plan Benefit under paragraph (d) of this Section, if
             the Merged Plan Participant's Joint Pensioner or Surviving
             Spouse, as the case may be, dies before becoming entitled to
             receive 72 monthly payments with respect to his Merged Plan
             Benefit, such Merged Plan Participant's Beneficiary shall be
             paid the same Merged Plan Benefit as would have been payable
             to his Joint Pensioner or Surviving Spouse if such Joint
             Pensioner or Surviving Spouse had continued to live until
             the equivalent of 72 monthly Merged Plan Benefit payments

   
<PAGE> 272

             have been made to such Joint Pensioner or Surviving Spouse
             and/or his Beneficiary, except that, for this purpose, a
             Merged Plan Participant's Joint Pensioner or Surviving
             Spouse shall not be considered to survive such Merged Plan
             Participant if he or she dies before a Merged Plan Benefit
             payment becomes payable to him or her under such J & S
             Option or under paragraph (d) of this Section. 

                  (v)  If a Merged Plan Participant who retires before
             his Normal Retirement Date dies after the month in which his
             retirement occurs, if paragraph (b) of this Section is not
             applicable to him, if no Merged Plan Benefit is payable to
             his Beneficiary under subparagraphs (f)(i), (ii) or (iii),
             solely because the Merged Plan Participant's death occurred
             before his Merged Plan Benefit commenced, and if he does not
             have a Surviving Spouse who is eligible for a Merged Plan
             Benefit under paragraph (d) of this Section, his Beneficiary
             shall be paid for 72 months (beginning with the month after
             the death of such Merged Plan Participant) the amount of the
             Merged Plan Benefit that would have been payable to such
             Merged Plan Participant, if he had not died and had duly
             elected to have his Merged Plan Benefit payable pursuant to
             paragraph (b)(i) of this Section beginning on the first day
             of the month after the month in which he in fact did die.

             14.04     SPECIAL PROVISIONS RELATING TO MOLDCRAFT PLAN

             The following shall apply with respect to Merged Plan
   Participants who participated in the Moldcraft Plan on or before the
   Plan Merger Date:

             (a)  Effective November 30, 1990, benefit accruals under the
   Moldcraft Plan were permanently discontinued and all benefits accrued
   thereunder by Merged Plan Participants as of that date became
   nonforfeitable.  Merged Plan Participants who participated in the
   Moldcraft Plan on or before the Plan Merger Date did not become
   participants in this Plan and did not earn an Accrued Benefit under
   this Plan.

             (b)  A Merged Plan Benefit shall be payable to such Merged
   Plan Participant at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   satisfied all eligibility requirements contained in the Moldcraft Plan
   necessary to entitle him to receive payment of his Merged Plan Benefit
   commencing at a date earlier than the date applicable under the terms
   of this Plan, such Participant shall be entitled, subject to the terms
   and conditions applicable under the Moldcraft Plan, to have payment of
   such Merged Plan Benefit commence as follows:

                  (i)  If a Merged Plan Participant's employment with all
             Employers terminated before his Normal Retirement Date (as
             defined in the Moldcraft Plan for purposes of this Section

   
<PAGE> 273

             14.04), and if at the time of such termination he both (A)
             attained age 62 and (B) completed at least the aggregate of
             10 (I) years of Vesting Service as defined in the Moldcraft
             Plan) prior to the Plan Merger Date, and (II) years of
             Vesting Service (as defined in Article II of this Plan)
             after the Plan Merger Date, and if the greater of his
             Refunded Amount (defined below) and the Actuarial Equivalent
             of his Merged Plan Benefit is in excess of $3,500, such
             Merged Plan Participant shall be entitled to elect to
             receive one of the following benefits:

                       (A)  A retirement income commencing at his Normal
                  Retirement Date in an amount equal to the greater of
                  the Actuarial Equivalent of (1) an amount equal to his
                  Merged Plan Benefit, and (2) his Refunded Amount; or



                       (B)  A retirement income commencing as of the
                  first day of any earlier month designated by him, after
                  he attains age 62 and prior to his Normal Retirement
                  Date, in an amount equal to the greater of the
                  Actuarial Equivalent of (1) his Merged Plan Benefit
                  payable to him at his Normal Retirement Date, and (2)
                  his Refunded Amount.

             If the greater of the Refunded Amount and the Actuarial
             Equivalent of the Merged Plan Benefit of such Merged Plan
             Participant is not in excess of $3,500, such greater amount
             shall be paid to the Merged Plan Participant in a lump sum
             following his termination of employment, in full
             satisfaction and release of all further rights of the Merged
             Plan Participant, his Spouse and his Beneficiary to receive
             his Merged Plan Benefit.  Any such lump sum distribution
             shall be paid within 60 days after the end of the Plan Year
             in which the Participant's employment with all Employers
             terminates.

                  (ii) If a Merged Plan Participant's employment with all
             Employers terminated after he completed at least the
             aggregate of five (A) years of Vesting Service (as defined
             in the Moldcraft Plan) prior to the Plan Merger Date, and
             (B) years of Vesting Service (as defined in Article II of
             this Plan) after the Plan Merger Date, and before he both
             attained age 62 and completed at least the aggregate of 10
             (A) years of Vesting Service (as defined in the Moldcraft
             Plan) prior to the Plan Merger Date, and (B) years of
             Vesting Service (as defined in Article II of this Plan)
             after the Plan Merger Date, and if the greater of his
             Refunded Amount and the Actuarial Equivalent of his Merged
             Plan Benefit is in excess of $3,500, he shall be entitled to

   
<PAGE> 274

             elect, subject to subparagraph (v)(C) below, to receive one
             of the following benefits:

                       (A)  A retirement income commencing at his Normal
                  Retirement Date in an amount equal to the greater of
                  (1) his Merged Plan Benefit, and (2) the Actuarial
                  Equivalent of his Refunded Amount;

                       (B)  A retirement income commencing as of the
                  first day of any earlier month designated by him, after
                  he attains age 62 and prior to his Normal Retirement
                  Date, in an amount equal to the greater of the
                  Actuarial Equivalent of (1) his Merged Plan Benefit
                  payable to him at his Normal Retirement Date; and (2)
                  his Refunded Amount; or

                       (C)  His Refunded Amount, payable in a lump sum
                  following his termination of employment, and a Residual
                  Vested Annuity (defined below) payable in a form
                  available under this Plan, commencing either (a) at his
                  Normal Retirement Date, or (b) at his election at any
                  time after the later to occur of his termination of
                  employment with all Employers and his attainment of age
                  62, and prior to his Normal Retirement Date, in an
                  amount equal to the Actuarial Equivalent of the
                  Residual Benefit payable at his Normal Retirement Date. 
                  If the Merged Plan Participant is married, payment of
                  the Refunded Amount may not be made in a lump sum
                  unless the Participant's Spouse consents in writing to
                  his election to receive such payment, such consent
                  acknowledges the effect of such election and is
                  witnessed by a representative of the Plan or a notary
                  public, unless the Merged Plan Participant establishes
                  to the satisfaction of a Plan representative that
                  consent may not be obtained because his Spouse cannot
                  be located or under such other circumstances as the
                  Secretary of the Treasury may by regulation prescribe. 
                  If a Merged Plan Participant who makes an election to
                  receive payment of his Refunded Amount in a lump sum
                  pursuant to this subparagraph shall die after making
                  such election and before receiving such payment, and if
                  such Merged Plan Participant is survived by a Surviving
                  Spouse, such election shall automatically be canceled.

                  (iii)     If a Merged Plan Participant's employment
             with all Employers terminated before he completed at least
             the aggregate of five (A) years of Vesting Service (as
             defined in the Moldcraft Plan) prior to the Plan Merger
             Date, and (B) years of Vesting Service (as defined in
             Article II of this Plan) after the Plan Merger Date, and if
             the greater of his Refunded Amount and the Actuarial
             Equivalent of his Merged Plan Benefit is in excess of

   
<PAGE> 275

             $3,500, he shall be entitled, subject to subparagraph (v)(C)
             below, to elect:

                       (A)  A retirement income commencing at his Normal
                  Retirement Date in an amount equal to the greater of
                  (1) his Merged Plan Benefit and (2) the Actuarial
                  Equivalent of his Refunded Amount;

                       (B)  His Refunded Amount payable in a lump sum
                  following his termination of employment, and a Residual
                  Vested Annuity, payable in a form available under this
                  Plan, commencing either (a) at his Normal Retirement
                  Date or (b) at his election at any time after the later
                  to occur of his termination of employment with all
                  Employers and his attainment of age 62, and prior to
                  his Normal Retirement Date, in an amount equal to the
                  Actuarial Equivalent of the Residual Benefit payable at
                  his Normal Retirement Date.  If the Merged Plan
                  Participant is married, payment of the Refunded Amount
                  may not be made in a lump sum unless his Spouse
                  consents in writing to his election to receive such
                  payment, such consent acknowledges the effect of the
                  election and is witnessed by a representative of the
                  Plan or a notary public, unless the Merged Plan
                  Participant establishes to the satisfaction of a Plan
                  representative that such consent may not be obtained
                  because his Spouse cannot be located, or under such
                  other circumstances as the Secretary of the Treasury
                  may by regulation prescribe.  If a Merged Plan
                  Participant who makes an election to receive payment of
                  his Refunded Amount in a lump sum pursuant to this
                  subparagraph shall die after making such election and
                  before receiving such payment, and such Merged Plan
                  Participant is survived by a Surviving Spouse, such
                  election shall automatically be canceled.

                  (iv) The term "Credited Interest" used with respect to
             a Participant's contributions to the Moldcraft Plan means
             interest compounded annually on such contributions at the
             rate of:

                       (A)  The rate set forth in the Moldcraft Plan for
                  Plan Years ending prior to January 1, 1976;

                       (B)  5% for Plan Years commencing on or after
                  January 1, 1976 and prior to January 1, 1988;

                       (C)  Thereafter 120% of the federal mid-term rate
                  (as in effect under Section 1274 of the Code) for the
                  first month of each Plan Year commencing on or after
                  January 1, 1988.

   
<PAGE> 276

                  (v)  If a Merged Plan Participant has elected a refund
             of his own contributions, together with Credited Interest
             earned as of the date of refund (the "Refunded Amount"),
             pursuant to subparagraphs (ii)(C) or (iii)(B), the Refunded
             Amount, and his retirement income (the "Residual Benefit"),
             shall be calculated according to the following provisions of
             this paragraph.

                       (A)  The Refunded Amount shall equal the amount of
                  the Merged Plan Participant's contributions to the
                  Moldcraft Plan plus Credited Interest thereon.

                       (B)  The Residual Benefit of a Merged Plan
                  Participant shall be calculated as follows:

                            (1)  DETERMINE THE "VESTED VALUE" OF THE
                       CONTRIBUTIONS MADE BY AND ON BEHALF OF THE MERGED
                       PLAN PARTICIPANT.  The Vested Value is the greater
                       of (1) the annual retirement income payable at the
                       Merged Plan Participant's Normal Retirement Date,
                       determined under the Moldcraft Plan, and (2) a
                       single life annuity payable in an annual amount at
                       his Normal Retirement Date determined by
                       converting the Refunded Amount into such an
                       annuity using the annual rate of interest on 30-
                       year Treasury securities in effect for the month
                       of November last preceding the first day of the
                       Plan Year in which the refund is made (the
                       "Applicable Interest Rate").

                            (2)  DETERMINE THE "VESTED INTEREST" IN THE
                       REFUNDED AMOUNT. The Vested Interest is a single
                       life annuity payable in an annual amount at the
                       Merged Plan Participant's Normal Retirement Date. 
                       The determination of the Vested Interest shall be
                       made by converting the Refunded Amount into such
                       an annuity using the Applicable Interest Rate.

                            (3)  DETERMINE THE "RESIDUAL VESTED ANNUITY". 
                       The Residual Vested Annuity is determined by
                       reducing the Vested Value, but not below zero, by
                       the amount of the Vested Interest.

                            (4)  DETERMINE THE "RESIDUAL BENEFIT".  The
                       Residual Benefit is the lump sum Actuarial
                       Equivalent of the Residual Vested Annuity
                       determined as of the date of refund, based upon
                       the Applicable Interest Rate.

                       (C)  The following provisions shall apply with
                  respect to the payment of the aggregate amount of the
                  Refunded Amount and the Residual Benefit:

   
<PAGE> 277

                            (1)  If such aggregate amount is not in
                       excess of $3,500, such amount shall be paid to the
                       Merged Plan Participant in a lump sum following
                       his termination of employment, in full
                       satisfaction and release of all further rights of
                       the Merged Plan Participant, his Spouse and his
                       Beneficiary to receive his Merged Plan Benefit.

                            (2)  If such aggregate amount is in excess of
                       $3,500, the Merged Plan Participant shall receive
                       the Refunded Amount in a lump sum following his
                       termination of employment, and shall receive the
                       Residual Vested Annuity, as set forth in
                       subparagraphs (ii)(C) or (iii)(B). 

                            (3)  Any lump sum distribution of the
                       Refunded Amount, or the aggregate of the Refunded
                       Amount and the Residual Benefit, pursuant to this
                       paragraph (b) of Section 14.04 shall be paid
                       within 60 days after the end of the Plan Year in
                       which the Merged Plan Participant's employment
                       with all Employers terminates.

                  (vi) If a Merged Plan Participant dies after the Plan
             Merger Date, and prior to the date of commencement of
             payment of his Merged Plan Benefit to him, the excess, if
             any, of his Refunded Amount over the aggregate payments made
             to his Surviving Spouse under the Qualified Pre-retirement
             Survivor Annuity payable under Section 4.07(a), shall be
             paid to his Beneficiary in a lump sum within 60 days after
             the end of the Plan Year in which the death of the survivor
             of the Participant and his Surviving Spouse occurs. 
             However, payment pursuant to the preceding sentence shall be
             made in the form of an annuity payable over the lifetime of
             the Beneficiary of the Merged Plan Participant, unless the
             Beneficiary waives payment in the form of an annuity and
             requests payment in a lump sum pursuant to the election and
             notice provisions set forth in Section 5.01 of this Plan.

             (c)  If a Merged Plan Participant's employment with all
   Employers terminated on or before November 30, 1990 (i) due to his
   becoming totally and permanently disabled within the meaning of the
   Moldcraft Plan, (ii) before he attained age 65, and (iii) after he
   completed 10 years of Vesting Service (as defined in the Moldcraft
   Plan) prior to the Plan Merger Date, such Merged Plan Participant
   shall be entitled to commence receipt of his Merged Plan Benefit as
   set forth in the Moldcraft Plan as in existence on November 30, 1990. 
   Notwithstanding the preceding sentence, if the Actuarial Equivalent of
   the Refunded Amount of such Merged Plan Participant exceeds the
   Actuarial Equivalent of his Merged Plan Benefit payable pursuant to
   the preceding sentence, he shall be entitled to receive payment of his

   
<PAGE> 278

   Merged Plan Benefit pursuant to the provisions of either Section
   14.04(b)(i) or (ii) as applicable.

             (d)  A Merged Plan Participant whose employment with the
   Company and all Affiliated Companies terminated prior to the Plan
   Merger Date is entitled to receive his Merged Plan Benefit pursuant to
   an optional form of benefit that was available under the Moldcraft
   Plan at the date of his termination of employment, and that was
   elected by the Merged Plan Participant prior to the date of his
   termination of employment pursuant to the terms of the Moldcraft Plan.

        14.05     SPECIAL PROVISIONS RELATING TO ANCHOR HOCKING SALARIED
   PLAN - HOURLY PART.  The following shall apply with respect to Merged
   Plan Participants who participated in the Anchor Hocking Salaried Plan
   - Hourly Part on or before the Plan Merger Date:

             (a)  Contributions to the Anchor Hocking Salaried Plan -
   Hourly Part were permanently discontinued, and all benefits accrued
   thereunder by Merged Plan Participants became nonforfeitable,
   effective as of the Benefit Accrual Date.  As of the Benefit Accrual
   Date, Covered Class Employees (as defined in the Anchor Hocking
   Salaried Plan - Hourly Part for purposes of this Section 14.05),
   became eligible to participate in this Plan in accordance with the
   terms of this Plan.  For purposes of determining the Accrued Benefit
   earned from and after the Benefit Accrual Date of Merged Plan
   Participants who were Covered Class Employees under the Anchor Hocking
   Salaried Plan -- Hourly Part on the Benefit Accrual Date and who
   thereafter are employed by an Employer, such Merged Plan Participants
   shall receive credit for periods of employment with all Employers from
   and after the Benefit Accrual Date and not for periods of employment
   with any Employer or any other entity, prior to the Benefit Accrual
   Date.  For purposes of determining such Merged Plan Participants'
   Vesting Service, nonforfeitable interest in their Accrued Benefits,
   and their eligibility to participate in this Plan, such Participants
   shall receive credit (1) for periods of employment with an Affiliated
   Company (as defined in Article II of this Plan), from and after the
   Benefit Accrual Date and (2) for periods of employment only with
   Anchor Hocking Corporation and its affiliates and not with any other
   entity that was not an Affiliated Company, prior to the Benefit
   Accrual Date.

             (b)  A Merged Plan Benefit shall be payable to such Merged
   Plan Participant (in addition to his benefit set forth under Article
   IV of this Plan) at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   has satisfied all eligibility requirements contained in the Anchor
   Hocking Salaried Plan - Hourly Part necessary to entitle him to
   receive payment of his Merged Plan Benefit commencing at a date
   earlier than the date applicable under the terms of this Plan, such
   Merged Plan Participant shall be entitled, subject to the terms and
   conditions applicable under the Anchor Hocking Salaried Plan - Hourly
   Part, to have payment of his Merged Plan Benefit commence as follows:

   
<PAGE> 279

                  (i)  If a Merged Plan Participant's employment with all
             Employers terminates before he attains age 65, and if at the
             time of such termination (A) he has attained age 55 and
             completed at least the aggregate of 10 (I) years of Vesting
             Service (as defined in the Anchor Hocking Salaried Plan -
             Hourly Part) prior to the Plan Merger Date, and (II) years
             of Vesting Service (as defined in Article II of this Plan)
             after the Plan Merger Date, or (B) he has attained age 60,
             such Merged Plan Participant shall be entitled to commence
             receipt (in accordance with the terms of this Plan) of his
             Merged Plan Benefit on the first day of any calendar month
             selected by the Merged Plan Participant on or after the
             later to occur of the Plan Merger Date and the date of his
             termination of employment with all Employers, but not later
             than his Normal Retirement Date (as defined in the Anchor
             Hocking Salaried Plan - Hourly Part for purposes of this
             Section 14.05).  If the Merged Plan Participant was in the
             Plant 3 Clerical Unit or the Plant 15 Clerical Unit and had
             attained age 60, or had attained age 55 and completed at
             least the aggregate of 30 (A) full years of Vesting Service
             (as defined in the Anchor Hocking Salaried Plan - Hourly
             Part) prior to the Plan Merger Date, and (B) years of
             Vesting Service (as defined in Article II of this Plan)
             after the Plan Merger Date, at the time of his termination,
             the amount of his Merged Plan Benefit shall be paid
             unreduced.  If the Merged Plan Participant was in the Plant
             3 Clerical Unit or the Plant 15 Clerical Unit and had
             neither attained age 60, nor both attained age 55 and
             completed at least the aggregate of 30 (A) full years of
             Vesting Service (as defined in the Anchor Hocking Salaried
             Plan-Hourly Part) prior to the Plan Merger Date, and
             (B) years of Vesting Service (as defined in Article II of
             this Plan) after the Plan Merger Date, at the time of his
             termination, the Merged Plan Benefit shall be reduced by
             one-twelfth of 6% for each month it is to be paid prior to
             his 60th birthday.  If the Merged Plan Participant was in
             the Plant 26 Bargaining Unit, his Merged Plan Benefit shall
             be reduced by one-twelfth of 6% for each month it is to be
             paid prior to his 60th birthday.

                  (ii) If a Merged Plan Participant's employment with all
             Employers terminates before he has attained age 65, and he
             is not eligible under subparagraph (i) next above, he shall
             be entitled to commence receipt (in accordance with the
             terms of this Plan) of his Merged Plan Benefit on the first
             day of the month following the Merged Plan Participant's
             Normal Retirement Date, unless he elects to have it begin
             within the ten year period prior to his Normal Retirement
             Date.  If the Merged Plan Participant elects to have such
             Merged Plan Benefit begin earlier than his Normal Retirement
             Date, his Merged Plan Benefit shall be a reduced pension (in
             a level amount) equal to the Actuarial Equivalent of the

   
<PAGE> 280

             Merged Plan Benefit that would have been payable on the
             Merged Plan Participant's Normal Retirement Date.

             (c)  If a Merged Plan Participant's employment with all
   Employers terminates prior to the Benefit Accrual Date (A) due to a
   Merged Plan Participant becoming Totally Disabled under the terms and
   conditions defined under the Anchor Hocking Salaried Plan-Hourly Part,
   (B) before he reaches his Normal Retirement Date, (C) while regularly
   employed to work for an Employer at least 30 hours per week, (D) while
   he was a Covered Class Employee, and (E) after completing at least one
   full year of Anchor Service (as defined under the Anchor Hocking
   Salaried Plan - Hourly Part for purposes of this Section 14.05), such
   Merged Plan Participant shall be entitled to commence receipt (in
   accordance with the terms of this Plan) of his Merged Plan Benefit as
   follows:

                  (i)  If a Merged Plan Participant satisfies all the
             conditions necessary for a disability benefit under the
             Anchor Hocking Salaried Plan - Hourly Part and he continues
             to be Totally Disabled (as defined in the Anchor Hocking
             Salaried Plan - Hourly Part for purposes of this Section
             14.05) until his Normal Retirement Date and if his
             employment with the Controlled Group (as defined in the
             Anchor Hocking Salaried Plan - Hourly Part for purposes of
             this Section 14.05) is not terminated before his Normal
             Retirement Date, his employment shall be considered to have
             been terminated on the day before his Normal Retirement Date
             and on account of his being Totally Disabled.  Such Merged
             Plan Participant shall be entitled to commence receipt (in
             accordance with the terms of this Plan) of his Merged Plan
             Benefit on the first day of the month following the Merged
             Plan Participant's Normal Retirement Date, unless he elects
             to have it begin within the ten year period prior to his
             Normal Retirement Date.  If the Merged Plan Participant
             elects to have such benefit begin earlier than his Normal
             Retirement Date, his Merged Plan Benefit shall be a reduced
             pension (in a level amount) equal to the Actuarial
             Equivalent of the Merged Plan Benefit that would have been
             payable on the Participant's Normal Retirement Date.

                  (ii) Solely for purposes of this paragraph (c), the
             Merged Plan Benefit of a Merged Plan Participant who is
             Totally Disabled (as defined in the Anchor Hocking Salaried
             Plan - Hourly Part) shall equal the sum of (1) the portion
             of his Total Benefit earned under the Anchor Salaried Plan -
             Hourly Part as of the Benefit Accrual Date, plus (2) the
             Accrued Benefit earned under this Plan from and after the
             Benefit Accrual Date based upon the benefit formula in this
             Plan on the Benefit Accrual Date, the Merged Plan
             Participant's monthly rate of base pay for the month
             preceding the date he became Totally Disabled and the
             consideration of the period of time during which he

   
<PAGE> 281

             continues to be Totally Disabled from and after the Benefit
             Accrual Date as Benefit Service under this Plan.

                  (iii)     If a Merged Plan Participant satisfies all
             the conditions necessary for a disability benefit under the
             Anchor Hocking Salaried Plan -- Hourly Part and he ceases to
             be Totally Disabled before his Normal Retirement Date, and
             he does not thereafter return to work for the Controlled
             Group because he is not requested by a Controlled Group
             Member to return to work, and if his employment with the
             Controlled Group is not terminated before he ceases to be
             Totally Disabled, his employment shall be considered to have
             been terminated (i) at the time he ceases to be Totally
             Disabled and (ii) on account of his being Totally Disabled
             and such Merged Plan Participant shall be entitled to
             commence receipt (in accordance with the terms of this Plan)
             of his Merged Plan Benefit as a deferred pension, if so
             entitled under this Section 14.05, on the first day of the
             month following the Merged Plan Participant's Normal
             Retirement Date, unless he elects to have it begin within
             the ten year period prior to his Normal Retirement Date.  If
             the Merged Plan Participant elects to have such benefit
             begin earlier than his Normal Retirement Date, his Merged
             Plan Benefit shall be a reduced pension (in a level amount)
             equal to the Actuarial Equivalent of the Merged Plan Benefit
             that would have been payable on the Merged Plan
             Participant's Normal Retirement Date.

             (d)  If a Merged Plan Participant dies before his Merged
   Plan Benefit commences, his Surviving Spouse shall be entitled to
   commence receipt (in accordance with the terms of this Plan) of his
   Merged Plan Benefit as follows:

                  (i)  In the case of the Surviving Spouse of a Merged
             Plan Participant who died while an active employee and who
             (A) had attained age 50 (age 55 if on his QTAM, as defined
             in the Anchor Hocking Salaried Plan - Hourly Part for
             purposes of this Section 14.05, he is in the Plant 26
             Bargaining Unit) but not age 65 and (B) had completed at
             least the aggregate of 10 (I) years of Vesting Service (as
             defined in the Anchor Hocking Salaried Plan - Hourly Part)
             prior to the Plan Merger Date, and (II) years of Vesting
             Service (as defined in Article II of this Plan) after the
             Plan Merger Date, the Merged Plan Benefit to which she is
             entitled (a) shall be a monthly pension payable for her
             remaining lifetime in the amount specified in subsequent
             sentences of this paragraph, (b) shall begin on the first
             day of the month after such Merged Plan Participant would
             have attained age 65 had he not died or, if the Surviving
             Spouse requests earlier commencement thereof, on the first
             day of any month following the Merged Plan Participant's
             death, but in any case only if the Surviving Spouse is

   
<PAGE> 282

             living on such date and otherwise eligible to receive such
             Merged Plan Benefit, and (c) shall cease with the payment
             for the month in which she dies.  If such Merged Plan
             Participant died on or after age 55 (and before age 65), the
             monthly amount of such Merged Plan Benefit payable to his
             Surviving Spouse shall be equal to 50% of what would have
             been the monthly amount of such Merged Plan Participant's
             Merged Plan Benefit payable as an Early Retirement Pension
             (as defined in the Anchor Hocking Salaried Plan - Hourly
             Part for the purposes of this Section 14.05) if (A) he had
             Retired (as defined in the Anchor Hocking Salaried Plan -
             Hourly Part for purposes of this Section 14.05), at the end
             of the month in which he died and he had continued to live,
             (B) his Early Retirement Pension had begun in the first
             month after the later of the month in which he in fact died
             or the month in which he would have reached age 60 if he had
             continued to live and (C) his Early Retirement Pension was
             paid as an annuity for his lifetime only.  If such Merged
             Plan Participant died on or after age 50 and before age 55,
             and at the time of his death (or at the time of his QTAM, if
             that is earlier) such Merged Plan Participant was in the
             Plant 3 Clerical Unit or the Plant 15 Clerical Unit, the
             monthly amount of such Merged Plan Benefit shall be equal to
             50% of the monthly amount of the Merged Plan Benefit payable
             as a Deferred Vested Pension (as defined in the Anchor
             Hocking Salaried Plan - Hourly Part for purposes of this
             Section 14.05) beginning on the Merged Plan Participant's
             Normal Retirement Date, to which he would have been entitled
             if (A) he had resigned from employment with all Controlled
             Group Members (as defined in the Anchor Hocking Salaried
             Plan - Hourly Part for purposes of this Section 14.05), at
             the end of the month in which he in fact died, (B) he had
             continued to live until after his Normal Retirement Date and
             (C) his Deferred Vested Pension was paid as an annuity for
             his lifetime only.  In computing the amount of such Merged
             Plan Benefit payable to a Surviving Spouse pursuant to this
             subparagraph (i), any early retirement reductions, and the
             Cap (as defined in the Anchor Hocking Salaried Plan - Hourly
             Part for purposes of this Section 14.05) shall be ignored.

                  (ii) In the case of the Surviving Spouse of a Merged
             Plan Participant who died while an active employee and (A)
             had attained age 60 but not age 65 and had not completed at
             least the aggregate of 10 (I) years of Vesting Service (as
             defined in the Anchor Hocking Salaried Plan - Hourly Part)
             prior to the Plan Merger Date, and (II) years of Vesting
             Service (as defined in Article II of this Plan) after the
             Plan Merger Date, or (B) had attained age 65, (regardless of
             his aggregate years of Vesting Service), the Merged Plan
             Benefit to which she is entitled shall be such Merged Plan
             Benefit as she would have been entitled to receive if (1)
             such Merged Plan Participant had retired in the month

   
<PAGE> 283

             preceding his death and under circumstances which would have
             allowed the Merged Plan Participant to receive his Merged
             Plan Benefit payable as an Early Retirement Pension under
             the Anchor Hocking Salaried Plan - Hourly Part, (2) his
             Early Retirement Pension had begun in the month in which he
             in fact died and (3) his Early Retirement Pension was
             payable under the Semi-Automatic 50% J & S Option (as
             defined in the Anchor Hocking Salaried Plan - Hourly Part
             for purposes of this Section 14.05).  In computing the
             amount of such Merged Plan Benefit, payable to a Surviving
             Spouse pursuant to this paragraph (ii), any early retirement
             reductions and the Cap shall be ignored.  Such Merged Plan
             Benefit (1) shall begin as provided in clause (b) of
             subparagraph (i) of this paragraph, (2) shall, except as
             otherwise provided herein, be payable monthly thereafter (on
             the first of each month) during her remaining lifetime and
             (3) shall cease with the payment for the month in which she
             dies.

                  (iii)          (A)  In the case of the Surviving Spouse
                            of a deceased Merged Plan Participant not
                            described in subparagraphs (i) or (ii) above,
                            the Merged Plan Benefit to which she is
                            entitled shall be a monthly Merged Plan
                            Benefit for the life of the Surviving Spouse
                            with payments equal to the payments which
                            would have been payable to such Surviving
                            Spouse under the Semi-Automatic 50% J & S
                            Option (based on the Merged Plan
                            Participant's actual Benefit Service (as
                            defined in the Anchor Hocking Salaried Plan -
                            Hourly Part for purposes of this Section
                            14.05)) if --

                                 (1)  in the case of a Merged Plan
                            Participant who dies after his attainment of
                            the age and Vesting Service requirements of
                            Section 14.05(b)(i) (the "Qualified Earliest
                            Retirement Age"), such Merged Plan
                            Participant had retired on the day before his
                            death with an immediate Semi-Automatic 50%
                            J & S Option in effect, or

                                 (2)  in the case of a Merged Plan
                            Participant who dies on or before the date on
                            which he would have attained his Qualified
                            Earliest Retirement Age, such Merged Plan
                            Participant had:

                                      (a)  terminated his employment with
                                 the Controlled Group on the date of his
                                 death;

   
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                                      (b)  survived to his Qualified
                                 Earliest Retirement Age;

                                      (c)  retired at his Qualified
                                 Earliest Retirement Age with an
                                 immediate Semi-Automatic 50% J & S
                                 Option in effect, and

                                      (d)  died on the day after the day
                                 on which he would have attained his
                                 Qualified Earliest Retirement Age.

                       (B)  The Merged Plan Benefit provided for in
                  subparagraph (A) of this subparagraph (iii) shall
                  commence to be paid to the Surviving Spouse on the
                  first day of the month after the Merged Plan
                  Participant would have attained age 65 had he not died
                  or, if the Surviving Spouse requests earlier
                  commencement thereof, on the first day of any earlier
                  month after the later of (1) the first day of the month
                  after the Merged Plan Participant's death or (2) the
                  first day of the month in which the Merged Plan
                  Participant would have attained his Qualified Earliest
                  Retirement Age, but in any case only if the Surviving
                  Spouse is living on such date and is otherwise eligible
                  to receive such Merged Plan Benefit.  Payments shall
                  continue during the Surviving Spouse's remaining
                  lifetime, and shall cease with the payment for the
                  month in which such Surviving Spouse dies.

                       (C)  In computing the amount of the Merged Plan
                  Benefit provided for in subparagraph (A) of this
                  subparagraph (iii), any early retirement reductions
                  shall be taken into account, and the Cap shall be
                  ignored.

             (e)  A Merged Plan Participant may elect, pursuant to the
   spousal consent provisions of Section 5.01 of this Plan, any one of
   the optional forms of benefits specified in this paragraph with
   respect to his Merged Plan Benefit.  Any optional form of benefit set
   forth in Article V of this Plan shall apply only to the Accrued
   Benefit earned by the Merged Plan Participant from and after the
   Benefit Accrual Date.  Any optional form of benefit or combination of
   optional forms of benefits set forth in this paragraph shall be the
   Actuarial Equivalent of the Merged Plan Benefit otherwise payable with
   respect to the Merged Plan Participant.

                  (i)  REGULAR J & S OPTION:  A Merged Plan Participant
             may elect to receive his Merged Plan Benefit as a reduced
             pension payable to him during his lifetime on and after his
             pension commencement date, and after his death to have a
             pension payable during the surviving lifetime of and for a

   
<PAGE> 285

             natural person (herein called "Joint Pensioner") designated
             by the Merged Plan Participant for such purpose at the same
             reduced rate as was payable for the Merged Plan Participant
             or (if elected by the Merged Plan Participant) at the rate
             of 50% of the reduced Merged Plan Benefit as was payable to
             the Merged Plan Participant.  Evidence satisfactory to the
             Pension Administrative Committee of the date of birth of the
             Merged Plan Participant and of his Joint Pensioner must be
             furnished within 90 days of the filing of such election with
             the Pension Administrative Committee.  The amount of the
             reduced Merged Plan Benefit payable under such an option
             depends in part on (A) the normal life expectancy of the
             Merged Plan Participant and his Joint Pensioner and (B) the
             Merged Plan Participant's choice of the percentage of his
             reduced Merged Plan Benefit to be paid after his death to
             his Joint Pensioner.  Pension payments for the Joint
             Pensioner shall begin with the first day of the month after
             the month in which the Merged Plan Participant dies,
             provided his death does not void the election of this option
             of the Anchor Hocking Salaried Plan - Hourly Part, and
             provided his Joint Pensioner is living on such day, and the
             last monthly payment for him or her shall be payable on the
             first day of the last month in which he or she is living. 
             If a Merged Plan Participant's Joint Pensioner dies before
             the Merged Plan Participant's pension commences, the
             election shall be of no effect and the Merged Plan
             Participant shall be treated the same as though he had not
             elected an option pursuant to this subparagraph.  If a
             Merged Plan Participant's Joint Pensioner dies on or after
             the Merged Plan Participant's pension is to commence and
             while the Merged Plan Participant is living, the option
             elected shall continue in force and the Merged Plan
             Participant's reduced Merged Plan Benefit shall not be
             increased thereby.

                  (ii) LEVEL INCOME OPTION:  A Merged Plan Participant,
             who at the time of his retirement, death or termination is
             eligible for a pension benefit under the Anchor Hocking
             Salaried Plan - Hourly Part, and who is in the Plant 3
             Clerical Unit or the Plant 15 Clerical Unit, who retires
             before reaching the earliest age at which a retired worker
             may elect to have his old age benefits under the U.S. Social
             Security Act begin and who is not eligible for a Social
             Security Disability Benefit (as defined in the Anchor
             Hocking Salaried Plan - Hourly Part for purposes of this
             Section 14.05), may elect (in accordance with procedures
             established by the Pension Administrative Committee) to have
             the amount of his Merged Plan Benefit otherwise payable for
             him increased before such earliest age and decreased
             thereafter, to the end that his Merged Plan Benefit, when
             combined with his old age benefits under the U.S. Social
             Security Act (as in effect at the time of his retirement) in

   
<PAGE> 286

             the amount estimated to be payable beginning at such
             earliest age, will provide a level amount of retirement
             income insofar as practicable.  A Merged Plan Participant's
             election of this Level Income Option shall become void if
             (A) he does not become entitled to an Early Retirement
             Pension (as defined under the Anchor Hocking Salaried Plan -
             Hourly Part for purposes of this Section 14.05) or (B) his
             Merged Plan Benefit is payable under a J & S Option (as
             defined under the Anchor Hocking Salaried Plan - Hourly Part
             for purposes of this Section 14.05).

                  (iii)     OTHER OPTIONS:  A Merged Plan Participant
             whose employment with the Company and all Affiliated
             Companies terminated prior to the Plan Merger Date is
             entitled to receive his Merged Plan Benefit pursuant to an
             optional form of benefit that was available under the Anchor
             Hocking Salaried Plan - Hourly Part at the date of his
             termination of employment, and that was elected by the
             Merged Plan Participant prior to the date of his termination
             of employment pursuant to the terms of the Anchor Hocking
             Salaried Plan - Hourly Part.

             (f)  Notwithstanding the following, in the case of a Merged
   Plan Participant who is in the Plant 26 Bargaining Unit just before
   his QTAM, the figure '60' shall be substituted for the figure '72'
   whenever the figure '72' appears in the balance of this paragraph (f). 


             The following shall apply to the payment of a Merged Plan
   Benefit:

                  (i)   In the case of a Merged Plan Participant, who
             dies on or after his Merged Plan Benefit is to commence and
             whose Merged Plan Benefit has not been discharged by a lump
             sum payment, if such death occurs before he has become
             entitled to receive 72 monthly payments of his Merged Plan
             Benefit, and if a J & S Option under subparagraph (e)(i) of
             this Section is not applicable to him, his Beneficiary shall
             be paid the same Merged Plan Benefit as would have been
             payable for such Merged Plan Participant if he had continued
             to live until the equivalent of 72 monthly Merged Plan
             Benefit payments have been made to him and/or his
             Beneficiary.

                  (ii) In the case of a Merged Plan Participant described
             in clause (i) above for whom a J & S Option under
             subparagraph (e)(i) of this section is applicable, if he and
             his Joint Pensioner die before one or both of them have
             become entitled to receive 72 monthly payments with respect
             to his Merged Plan Benefit, such Merged Plan Participant's
             Beneficiary shall be paid the same monthly Merged Plan
             Benefit as would have been payable to the survivor of such

   
<PAGE> 287

             Merged Plan Participant and his Joint Pensioner if such
             survivor had continued to live, until the equivalent of 72
             monthly Merged Plan Benefit payments have been made to such
             Merged Plan Participant, his Joint Pensioner and/or his
             Beneficiary, except that, for this purpose, a Merged Plan
             Participant's Joint Pensioner shall not be considered to
             survive such Merged Plan Participant if he or she dies
             before a Merged Plan Benefit payment becomes payable for him
             or her under such Merged Plan Participant's J & S Option.

                  (iii)     In the case of a Merged Plan Participant
             whose Merged Plan Benefit is payable under the Level Income
             Option specified in subparagraph (e)(ii) above, and who dies
             during the 72 month period certain specified herein, the
             same monthly payments shall be made to his Beneficiary for
             the balance of such 72 month period certain as would have
             been payable to the Merged Plan Participant if he had
             continued to live.

                  (iv) In the case of a Merged Plan Participant who was a
             Member (as defined in the Anchor Hocking Salaried Plan -
             Hourly Part for purposes of this Section 14.05) who
             continues in the employ of the Controlled Group Member after
             his Normal Retirement Date, who dies while still a Member,
             and for whom the J & S Option is applicable or who has a
             Surviving Spouse eligible for a Surviving Spouse Pension
             under paragraph (d) of this section, if the Merged Plan
             Participant's Joint Pensioner or Surviving Spouse, as the
             case may be, dies before becoming entitled to receive 72
             monthly payments with respect to his Merged Plan Benefit,
             such Merged Plan Participant's Beneficiary shall be paid the
             same Merged Plan Benefit as would have been payable to his
             Joint Pensioner or Surviving Spouse if such Joint Pensioner
             or Surviving Spouse had continued to live until the
             equivalent of 72 monthly Merged Plan Benefit payments have
             been made to such Joint Pensioner or Surviving Spouse and/or
             his Beneficiary, except that, for this purpose, a Merged
             Plan Participant's Joint Pensioner or Surviving Spouse shall
             not be considered to survive such Merged Plan Participant if
             he or she dies before a Merged Plan Benefit payment becomes
             payable to him or her under such Merged Plan Participant's J
             & S Option or under paragraph (d) of this section.

                  (v)  If a Merged Plan Participant who retires before
             his Normal Retirement Date dies after the month in which his
             retirement occurs, if paragraph (b) of this section is not
             applicable to him, if no Merged Plan Benefit is payable to
             his Beneficiary under subparagraphs (f)(i), (ii) or (iii),
             solely because the Merged Plan Participant's death occurred
             before his Merged Plan Benefit commenced, and if he does not
             have a Surviving Spouse who is eligible for a Merged Plan
             Benefit under paragraph (d) of this section, his Beneficiary

   
<PAGE> 288

             shall be paid for 72 months (beginning with the month after
             the death of such Merged Plan Participant) the amount of the
             Merged Plan Benefit that would have been payable to such
             Merged Plan Participant, if he had not died and had duly
             elected to have his Merged Plan Benefit payable pursuant to
             paragraph (b)(i) of this Section beginning on the first day
             of the month after the month in which he in fact did die.

             14.06     SPECIAL PROVISIONS RELATING TO SANFORD SALARIED
   PLAN.  The following shall apply with respect to Merged Plan
   Participants who participated in the Sanford Salaried Plan on or
   before the Plan Merger Date:

             (a)  Benefit accruals under the Sanford Salaried Plan were
   permanently discontinued effective as of the Benefit Accrual Date.  As
   of the Plan Merger Date, Active Members (as defined in the Sanford
   Salaried Plan for purposes of this Section 14.06) became eligible to
   participate in this Plan in accordance with the terms of this Plan. 
   For purposes of determining the Accrued Benefit earned from and after
   the Plan Merger Date by Merged Plan Participants who were Active
   Members in the Sanford Salaried Plan on the Plan Merger Date and who
   thereafter are employed by an Employer, such Merged Plan Participants
   shall receive credit for periods of employment with all Employers from
   and after the Plan Merger Date and for periods of participation in the
   Sanford Salaried Plan prior to the Plan Merger Date and not for any
   other periods of employment with any Employer or any other entity,
   prior to the Plan Merger Date.  For purposes of determining such
   Merged Plan Participants' Vesting Service, nonforfeitable interest in
   their Accrued Benefits, and their eligibility to participate in this
   Plan, such Merged Plan Participants shall receive credit (1) for
   periods of employment with any Employer or any other Affiliated
   Company (as defined in Article II of this Plan) from and after the
   Plan Merger Date, and (2) for periods of employment only with Sanford
   Corporation, and all Employers and Affiliated Companies, and not for
   periods of employment with any other entity that was not an Affiliated
   Company, prior to the Plan Merger Date.

             (b)  A Merged Plan Benefit shall be payable to a Merged Plan
   Participant (in addition to his benefit set forth under Article IV of
   this Plan) at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   has satisfied all eligibility requirements contained in the Sanford
   Salaried Plan necessary to entitle him to receive payment of his
   Merged Plan Benefit commencing at a date earlier than the date
   applicable under the terms of this Plan, such Participant shall be
   entitled, subject to the terms and conditions applicable under the
   Sanford Salaried Plan, to have payment of his Merged Plan Benefit
   commence as follows:

                  (i)  If a Merged Plan Participant's employment with all
             Employers terminates before he attains age 65, and if at the
             time of such termination he has both attained age 55 and

   
<PAGE> 289

             completed at least the aggregate of 20 (A) years of Vesting
             Service (as defined in the Sanford Salaried Plan) prior to
             the Plan Merger Date, and (B) years of Vesting Service, (as
             defined in Article II of this Plan) after the Plan Merger
             Date, such Merged Plan Participant shall be entitled to
             commence receipt (in accordance with the terms of this Plan)
             of his Merged Plan Benefit on the first day of any calendar
             month selected by the Merged Plan Participant on or after
             the later to occur of the Plan Merger Date and the date of
             his termination of employment with all Employers, but not
             later than his Normal Retirement Date (as defined in the
             Sanford Salaried Plan for purposes of this Section 14.06). 
             The Merged Plan Benefit payable to such Merged Plan
             Participant shall be reduced pursuant to Table C (attached
             to the Sanford Salaried Plan on December 1, 1992).

                  (ii) If a Merged Plan Participant's employment with all
             Employers terminates, and he is not eligible under
             subparagraph (i) next above, such Merged Plan Participant
             shall be entitled to commence receipt (in accordance with
             the terms of this Plan) of his Merged Plan Benefit on the
             first day of the month following the Merged Plan
             Participant's Normal Retirement Date, unless he elects,
             pursuant to the following sentence, to have it begin within
             the ten year period prior to his Normal Retirement Date.  If
             any such Merged Plan Participant who has completed at least
             the aggregate of 20 (A) years of Vesting Service (as defined
             in the Sanford Salaried Plan) prior to the Plan Merger Date,
             and (B) years of Vesting Service (as defined in Article II
             of this Plan) after the Plan Merger Date, at the time of
             such termination, elects to have his Merged Plan Benefit
             begin earlier than his Normal Retirement Date, his Merged
             Plan Benefit shall be reduced pursuant to Table C attached
             to the Sanford Salaried Plan on December 1, 1992.

             (c)  If a Merged Plan Participant dies before payment of his
   Merged Plan Benefit commences, and after completing at least the
   aggregate of five (A) years of Vesting Service (as defined in the
   Sanford Salaried Plan) prior to the Plan Merger Date, and (B) years of
   Vesting Service (as defined in Article II of this Plan) after the Plan
   Merger Date, his Surviving Spouse shall be entitled to commence
   receipt (in accordance with the terms of this Plan) of his Merged Plan
   Benefit.  The Merged Plan Benefit to which she is entitled shall be a
   monthly benefit for the life of the Surviving Spouse with payments
   equal to the payments that would have been payable to such Surviving
   Spouse under the Qualified Joint and Survivor Annuity option if --

                  (i)  in the case of a Merged Plan Participant who dies
             after he attains age 55 (the "Qualified Earliest Retirement
             Age"), such Merged Plan Participant had retired on the day
             before his death with an immediate Qualified Joint and
             Survivor Annuity in effect, or

   
<PAGE> 290

                  (ii) in the case of a Merged Plan Participant who dies
             on or before the date on which he would have attained his
             Qualified Earliest Retirement Age, such Merged Plan
             Participant had:

                       (A)  terminated his employment with the Controlled
                  Group on the date of his death;

                       (B)  survived to his Qualified Earliest Retirement
                  Age;

                       (C)  retired at his Qualified Earliest Retirement
                  Age with an immediate Qualified Joint and Survivor
                  Annuity in effect, and

                       (D)  died on the day after the day on which he
                  would have attained his Qualified Earliest Retirement
                  Age.

                  (ii) The Merged Plan Benefit provided for in this
             paragraph shall commence to be paid to the Surviving Spouse
             on the first day of the month after the Merged Plan
             Participant would have attained age 65 had he not died. 
             However, if the Merged Plan Participant had completed at
             least the aggregate of 20 (A) years of Vesting Service (as
             defined in the Sanford Salaried Plan) prior to the Plan
             Merger Date, and (B) years of Vesting Service (as defined in
             Article II of this Plan) after the Plan Merger Date, at the
             date of his death, and if his Surviving Spouse requests
             earlier commencement thereof, the Merged Plan Benefit shall
             commence to be paid to the Surviving Spouse on the first day
             of any earlier month after the later of (A) the first day of
             the month after the Merged Plan Participant's death or (B)
             the first day of the month in which the Merged Plan
             Participant would have attained his Qualified Earliest
             Retirement Age, but in any case only if the Surviving Spouse
             is living on such date and is otherwise eligible to receive
             such benefit.  Payments shall continue during the Surviving
             Spouse's remaining lifetime, and shall cease with the
             payment for the month in which such Surviving Spouse dies.

                  (iii)     In computing the amount of the Merged Plan
             Benefit under this paragraph (c), any reductions for early
             commencement shall be taken into account pursuant to Table C
             attached to the Sanford Salaried Plan on December 1, 1992.

             (d)  A Merged Plan Participant may elect, pursuant to the
   spousal consent provisions of Section 5.01 of this Plan, any one of
   the optional forms of benefits specified in this paragraph with
   respect to his Merged Plan Benefit.  Any optional form of benefit set
   forth in Article V of this Plan shall apply only to the Accrued
   Benefit earned by the Merged Plan Participant from and after the

   
<PAGE> 291

   Benefit Accrual Date.  Any optional form of benefit or combination of
   optional forms of benefits set forth in this paragraph shall be the
   Actuarial Equivalent of the Merged Plan Benefit otherwise payable with
   respect to the Merged Plan Participant.

                  (i)  REGULAR J & S OPTIONS:  A Merged Plan Participant
             may elect to receive his Merged Plan Benefit as a reduced
             pension payable to him during his lifetime on and after the
             date on which his Merged Plan Benefit is to commence, and
             after his death to have a pension payable during the
             surviving lifetime of and for a natural person (herein
             called "Joint Pensioner") designated by the Merged Plan
             Participant for such purpose at the same reduced rate
             payable to the Merged Plan Participant or (if elected by the
             Merged Plan Participant) at the rate of 50%, 66 % or 75% of
             the reduced pension payable to the Merged Plan Participant. 
             Evidence satisfactory to the Pension Administrative
             Committee of the date of birth of the Merged Plan
             Participant and of his Joint Pensioner must be furnished
             within 90 days of the filing of such election with the
             Pension Administrative Committee.  The amount of the reduced
             pension payable under such an option depends in part on (A)
             the age of the Merged Plan Participant and his Joint
             Pensioner and (B) the Merged Plan Participant's choice of
             the percentage of his reduced pension to be paid after his
             death to his Joint Pensioner, as set forth in Table E of
             Schedule 4 attached hereto.  Pension payments for the Joint
             Pensioner shall begin with the first day of the month after
             the month in which the Merged Plan Participant dies,
             provided his death does not void the election of this
             option, and provided his Joint Pensioner is living on such
             day, and the last monthly payment for the Joint Pensioner
             shall be payable on the first day of the last month in which
             he or she is living.  If the Joint Pensioner dies before the
             Merged Plan Participant's pension commences, the election
             shall be of no effect and the Merged Plan Participant shall
             be treated the same as though he had not elected an option
             pursuant to this subparagraph.  If the Joint Pensioner dies
             on or after his Merged Plan Participant's pension commences
             and while the Merged Plan Participant is living, the option
             elected shall continue in force and the Merged Plan
             Participant's reduced pension shall not be increased
             thereby.

                  (ii) TEN OR FIFTEEN-YEARS CERTAIN.  A Merged Plan
             Participant may elect to receive his Merged Plan Benefit as
             a reduced pension (as set forth in Table H of Schedule 4
             attached hereto) payable to him during his lifetime on and
             after the date on which his Merged Plan Benefit is to
             commence, and in the event of the Merged Plan Participant's
             death before the end of a ten or fifteen year period
             commencing with the date on which payments commenced, to

   
<PAGE> 292

             have the same amount payable to his Beneficiary, designated
             by him in writing filed with the Pension Administrative
             Committee before his death, for the remainder of such
             period.

                  (iii)     OTHER OPTIONS.  A Merged Plan Participant
             whose employment with the Company and all Affiliated
             Companies terminated prior to the Plan Merger Date is
             entitled to receive his Merged Plan Benefit pursuant to an
             optional form of benefit that was available under the
             Sanford Salaried Plan at the date of his termination of
             employment, and that was elected by the Merged Plan
             Participant prior to the date of his termination of
             employment pursuant to the terms of the Sanford Salaried
             Plan.

             (e)  A Merged Plan Participant who participated in the
   Sanford Salaried Plan on or before the Plan Merger Date, and who has
   not completed at least the aggregate of five (i) years of Vesting
   Service (as defined in the Sanford Salaried Plan) prior to the Plan
   Merger Date, and (ii) years of Vesting Service (as defined in
   Article II of this Plan) after the Plan Merger Date, on his Severance
   Date, shall not be entitled to a Merged Plan Benefit under the Sanford
   Salaried Plan and the provisions of this Section 14.06 shall not be
   applicable with respect to such Merged Plan Participant.


                                 ARTICLE XV

                             Special Provisions
                             ------------------

             15.01  SPECIAL PROVISIONS RELATING TO CERTAIN EMPLOYEES OF
   PACKAGING DIVISION OF ANCHOR HOCKING CORPORATION.  For purposes of
   this Section, Transferred Employees shall mean all Employees who were
   actively employed (including Employees on authorized leave of absence,
   disability leave, military service or layoff with recall rights) by
   the Packaging Division of Anchor Hocking Corporation at its locations
   in Lancaster, Ohio, Weirton, West Virginia, Connellsville,
   Pennsylvania and Glassboro, New Jersey on December 31, 1992 ("Transfer
   Date").  Notwithstanding any other provisions of the Plan, the
   following provisions of this Section shall apply to Transferred
   Employees:

             (a)  Accrued Benefits and Credited Service of Transferred
   Employees shall cease, and Transferred Employees shall be considered
   to have attained their Severance Dates, as of the Transfer Date.

             (b)  Notwithstanding paragraph (a) above, a Transferred
   Employee who commenced employment with CarnaudMetalbox Holdings (USA),
   Inc., a Delaware corporation, any successor thereto or any affiliates
   thereof ("Subsequent Employer") on the Transfer Date, and whose

   
<PAGE> 293

   employment with the Subsequent Employer terminates for any reason at
   any time after the Transfer Date, shall receive credit for actual
   service with the Subsequent Employer after the Transfer Date for
   purposes of determining Eligibility Years of Service, Vesting Service
   and attainment of an Early Retirement Date, under the Plan, but shall
   not receive credit for any period of service with the Successor
   Employer from and after the Transfer Date for purposes of determining
   Credited Service, his Normal Retirement Benefit or his Accrued Benefit
   under the Plan.

             (c)  If a Transferred Employee elects payment of his Merged
   Plan Benefit (defined in Section 14.01(f)) in the form of a Level
   Income Option under Section 14.03(e)(ii) or Section 14.05(e)(ii), he
   must deliver to the Pension Administrative Committee, within 120 days
   after election of such Option, a written estimate of his social
   security benefit prepared by the Social Security Administration.  The
   Pension Administrative Committee shall be entitled to conclusively
   rely upon such estimate in determining the amount of payments under
   the Level Income Option.  If such estimate is not received within such
   time period, the election of the Level Income Option with respect to
   the Merged Plan Benefit shall not be valid.

             (d)  If a Transferred Employee terminates employment with a
   Subsequent Employer after the Transfer Date, but prior to qualifying
   for a Vested Benefit under Section 4.04, payment of a Vested Benefit
   prior to a Normal Retirement Date under Sections 4.04 and 4.05(a), or
   payment of a benefit at an Early Retirement Date under Section 4.03,
   and if he is later reemployed by the Subsequent Employer, the
   Transferred Employee shall receive credit for actual service with the
   Subsequent Employer rendered before and after such reemployment for
   purposes of determining Eligibility Years of Service, Vesting Service
   and the attainment of an Early Retirement Date under the Plan, and
   satisfaction of the requirements for such benefit, only to the extent
   provided by the provisions set forth in the definition of Vesting
   Service in Article II of the Plan, but shall not receive credit for
   service after such reemployment for purposes of determining Credited
   Service, his Normal Retirement Benefit or his Accrued Benefit under
   the Plan.  The age of the Transferred Employee for purposes of
   determining his eligibility for payment of a benefit under the Plan
   shall be his age at the time he initially terminates employment with
   the Subsequent Employer, or at the time he later terminates employment
   with the Subsequent Employer after an initial termination and
   reemployment, as the case may be.

             15.02  SPECIAL PROVISIONS RELATING TO SALARIED EMPLOYEES AT
   COUNSELOR COMPANY.  Notwithstanding any provision of the Plan to the
   contrary, each Participant who was a salaried employee of Counselor
   Company in Rockford, Illinois on October 27, 1993 is entitled to
   receive a monthly benefit equal to his entire Accrued Benefit as of
   his Severance Date, determined pursuant to the provisions of Section
   4.04 and other applicable provisions of the Plan without regard to the

   
<PAGE> 294

   number of years of Vesting Service completed by such Participant on
   such date.

             15.03  SPECIAL PROVISIONS RELATING TO STERLING SALARIED
   EMPLOYEES.

             (a)  Notwithstanding any provision of the Plan to the
   contrary, each Participant who was a salaried employee of Sterling,
   Inc. in Mountainside, New Jersey, with spousal consent given pursuant
   to the provisions of Section 5.01 if applicable, waived payment of his
   Accrued Benefit in the form of an annuity, and received a lump sum
   distribution equal to the Actuarial Equivalent of his Accrued Benefit
   during the month of December, 1993.

             15.04  SPECIAL PROVISIONS RELATING TO EMPLOYEES TRANSFERRING
   FROM AFFILIATED COMPANIES.  If an Employee transfers from employment
   with an Affiliated Company that is not a Participating Employer to
   employment with a Participating Employer, and subsequently becomes a
   Participant, such Employee shall receive credit for Vesting Service
   earned while employed by the Affiliated Company that is not a
   Participating Employer.  Such Employee shall not receive credit for
   any Credited Service as a result of his employment with the Affiliated
   Company that is not a Participating Employer.



                                 ARTICLE XVI

              Provisions Relating to Additional Merger of Plans
              -------------------------------------------------

             16.01  DEFINITIONS.  For purposes of this Article, the
   following words and phrases shall have the meanings set forth below:

             (a)  "Actuarial Equivalent" or "Actuarial Equivalence" shall
   mean with respect to each Merged Plan the equality in value of
   aggregate amounts expected to be received under different forms of
   payment, or to be received at different dates, determined on the basis
   of the assumptions and methods set forth in the attached schedule
   applicable to each Merged Plan as of the applicable Plan Merger Date,
   or, if applicable, Article XVII.

             (b)  "Benefit Accrual Date" shall mean January 1, 1995 with
   respect to the Goody Salaried Plan and the Stuart Hall Retirement
   Plan, January 1, 1996 with respect to the Faber-Castell Salaried Plan,
   and April 1, 1996 with respect to the Berol Plan.

             (c)  "Berol Plan" shall mean the Empire Berol Corporation
   Revised Basic Pension Plan.

             (d)  "Faber-Castell Salaried Plan" shall mean the Faber-
   Castell Retirement Plan for Salaried Employees.

   
<PAGE> 295

             (e)  "Goody Salaried Plan" shall mean the Goody Products,
   Inc. Pension Plan for Salaried Employees.

             (f)  "Merged Plan" shall mean each of the Goody Salaried
   Plan, the Stuart Hall Retirement Plan, the Faber-Castell Salaried
   Plan, and the Berol Plan as in existence on the applicable Plan Merger
   Date.

             (g)  "Merged Plan Benefit" shall mean the vested portion of
   the Total Benefit earned by a Merged Plan Participant under a Merged
   Plan as of the applicable Plan Merger Date that has not been fully
   distributed to, or used to purchase an annuity distributed to, the
   Merged Plan Participant.

             (h)  "Merged Plan Participant" shall mean any person who has
   earned a vested accrued benefit under a Merged Plan as of the
   applicable Plan Merger Date, if such benefit has not been fully
   distributed to, or an annuity has not been purchased for and
   distributed to, the Merged Plan Participant with respect to such
   vested accrued benefit as of the applicable Plan Merger Date.

             (i)  "Plan Merger Date" shall mean January 1, 1995 with
   respect to each of the Goody Salaried Plan and the Stuart Hall
   Retirement Plan, December 31, 1995 with respect to the Faber-Castell
   Salaried Plan, and April 1, 1996 with respect to the Berol Plan.

             (j)  "Stuart Hall Retirement Plan" shall mean the Stuart
   Hall Company, Inc. Non-Bargaining Unit Employees' Retirement Plan.

             (k)  "Total Benefit" shall mean the sum of a Participant's
   Accrued Benefit as defined in Article II of this Plan earned from and
   after the applicable Benefit Accrual Date, if any, and his Merged Plan
   Benefit.

             16.02  GENERAL.  (a) Effective as of the applicable Plan
   Merger Date, the assets held in trust under each of the Merged Plans
   were merged with and into the assets held in trust under this Plan. 
   In connection with these mergers, this Plan assumed all liabilities to
   Merged Plan Participants for Merged Plan Benefits.  This Article sets
   forth special rules applicable to Merged Plan Participants under this
   Plan and will supplement the other provisions of this Plan with
   respect to such Merged Plan Participants in connection with their
   Merged Plan Benefits.  The provisions of this Article shall be applied
   to their Merged Plan Benefits notwithstanding, and in lieu of, any
   other provision contained elsewhere in this Plan.

             (b)  The merged assets of the Merged Plans shall be used to
   provide benefits with respect to all Participants under this Plan,
   including Merged Plan Participants.

             (c)  The Total Benefit, on a termination basis (within the
   meaning of Treasury Regulation Section 1.414(1)), to which any Merged

   
<PAGE> 296

   Plan Participant is entitled under this Plan shall, immediately after
   the applicable Plan Merger Date, be equal to or greater than the
   benefit to which such Merged Plan Participant was entitled, on a
   termination basis, under the applicable Merged Plan immediately prior
   to the applicable Plan Merger Date.  This paragraph (c) shall not be
   construed to increase or decrease the nonforfeitable benefit accrued
   for any Merged Plan Participant under the applicable Merged Plan, or
   under this Plan, as of the applicable Plan Merger Date.  This
   Article XVI shall be administered consistent with the requirements of
   Sections 411 and 414(1) of the Code and the Treasury Regulations
   promulgated thereunder.

             (d)  A Merged Plan Participant who becomes a Participant
   under this Plan shall be deemed to have satisfied the requirements for
   a pension under Section 4.04 hereof for purposes of eligibility for a
   Qualified Pre-retirement Survivor Annuity under Section 4.07(a) hereof
   if he has a nonforfeitable interest in a Total Benefit.  The Qualified
   Pre-retirement Survivor Annuity payable under Section 4.07(a) with
   respect to a Merged Plan Participant shall be based on his Total
   Benefit, except to the extent that any portion of such Benefit is
   otherwise distributable pursuant to this Article, or otherwise, and
   shall be subject to offset as provided in Section 4.07(a).

             (e)  Notwithstanding any provision to the contrary contained
   herein or in any of the Merged Plans, this Plan is intended to conform
   to the requirements of (i) the Code as amended by the Tax Reform Act
   of 1986, the Revenue Act of 1987, the Technical and Miscellaneous
   Revenue Act of 1988, the Omnibus Budget Reconciliation Act of 1989,
   the Revenue Reconciliation Act of 1990 and the Revenue Reconciliation
   Act of 1993; (ii) ERISA as amended by the Retirement Equity Act of
   1984; and (iii) all other statutes and all governmental rulings and
   regulations applicable to this Plan as of December 31, 1995.  Each
   such Act, statute, ruling or regulation shall apply to each of the
   Merged Plans as of the effective date applicable with respect to each
   such Merged Plan.

             (f)  All distribution elections made by a Merged Plan
   Participant, or his Surviving Spouse or Beneficiary, if applicable,
   shall be made by written instrument delivered by the Merged Plan
   Participant, Surviving Spouse or Beneficiary to the Pension
   Administrative Committee at least thirty days before such election is
   to take effect.

             (g)  For purposes of the cash out provisions of Section 4.15
   of the Plan, the Actuarial Equivalent of a Merged Plan Benefit will be
   based upon Section 16.01(a).

             16.03  SPECIAL PROVISIONS RELATING TO GOODY SALARIED PLAN. 
   The following shall apply with respect to Merged Plan Participants who
   participated in the Goody Salaried Plan on or before the Plan Merger
   Date:

   
<PAGE> 297

             (a)  Benefit Accruals under the Goody Salaried Plan were
   permanently discontinued effective as of the Benefit Accrual Date.  As
   of the Benefit Accrual Date, Covered Employees (as defined in the
   Goody Salaried Plan for purposes of this Section 16.03) became
   eligible to participate in this Plan in accordance with the terms of
   this Plan.  For purposes of determining the Accrued Benefit earned
   from and after the Benefit Accrual Date of Merged Plan Participants
   who were Covered Employees under the Goody Salaried Plan on the
   Benefit Accrual Date, and who thereafter are employed by an Employer,
   such Merged Plan Participants shall receive credit for periods of
   employment with all Employers from and after the Benefit Accrual Date
   and not for periods of employment with any Employer or any other
   entity, prior to the Benefit Accrual Date.  For purposes of
   determining such Merged Plan Participants' Vesting Service,
   nonforfeitable interests in their Merged Plan Benefits and Accrued
   Benefits, and their eligibility to participate in this Plan, such
   Merged Plan Participants shall receive credit (1) for periods of
   employment with an Affiliated Company (as defined in Article II of
   this Plan) from and after the Benefit Accrual Date and (2) for periods
   of employment only with Goody Products, Inc. and its affiliates, and
   not with any other entity that was not an Affiliated Company of Goody
   Products, Inc., prior to the Benefit Accrual Date.

             (b)  A Merged Plan Benefit shall be payable to a Merged Plan
   Participant (in addition to his benefit set forth under Article IV of
   this Plan) at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   has satisfied all eligibility requirements contained in the Goody
   Salaried Plan necessary to entitle him to receive payment of his
   Merged Plan Benefit commencing at a date earlier than the date
   applicable under the terms of this Plan, such Participant shall be
   entitled, subject to the terms and conditions applicable under the
   Goody Salaried Plan, to have payment of his Merged Plan Benefit
   commence as follows:

                  (i)  Except as otherwise provided in this
             Section 16.03, all Merged Plan Benefits shall commence on
             the Normal Retirement Date (as defined in the Goody Salaried
             Plan for purposes of this Section 16.03), Actual Retirement
             Date (as defined in the Goody Salaried Plan for purposes of
             this Section 16.03), death or elected Benefit Commencement
             Date (as defined in the Goody Salaried Plan for purposes of
             this Section 16.03), as the case may be, and continuing
             until the last monthly payment prior to the death of the
             payee.  A Merged Plan Participant's right to his Merged Plan
             Benefit shall become nonforfeitable upon his attainment of
             his Normal Retirement Date.

                  (ii) A Merged Plan Participant may elect to Retire on
             the first day of any month coincident with or next following
             his attainment of age 55, provided he has then completed at
             least the aggregate of five (A) years of Credited Service

   
<PAGE> 298

             (as defined in the Goody Salaried Plan) prior to the Plan
             Merger Date, and (B) years of Vesting Service (as defined in
             Article II of this Plan) after the Plan Merger Date.  A
             Merged Plan Participant who Retires early shall, upon filing
             of any applications prescribed by the Pension Administrative
             Committee therefor, be entitled to receive his Merged Plan
             Benefit determined in accordance with the provisions of
             subparagraph (iii) next below.

                  (iii)     Each Merged Plan Participant who Retires
             early in accordance with subparagraph (ii) next above may
             elect to have his Merged Plan Benefit commence either (1) on
             his Early Retirement Date (as defined in the Goody Salaried
             Plan for purposes of this Section 16.03) or (2) on the first
             day of any month between his Early Retirement Date and his
             Normal Retirement Date.  The annual amount of the Merged
             Plan Benefit payable to a Merged Plan Participant who
             Retires early shall be the Actuarial Equivalent of a
             Straight Life Annuity determined as follows:

                       (A)  If the Merged Plan Participant elects to
                            defer the commencement of his Merged Plan
                            Benefit until his Normal Retirement Date, the
                            amount thereof shall be equal to his Merged
                            Plan Benefit.

                       (B)  If the Merged Plan Participant elects to
                            receive his Merged Plan Benefit prior to his
                            Normal Retirement Date, the amount thereof
                            shall be the amount of his Merged Plan
                            Benefit, reduced by 1/2% for each month by
                            which his elected Benefit Commencement Date
                            precedes his Normal Retirement Date.

             (c)  A Merged Plan Participant who terminates employment
   with all Employers after he has completed an aggregate of at least
   five (A) years of Vesting Service (as defined in the Goody Salaried
   Plan) prior to the Plan Merger Date, and (B) years of Vesting Service
   (as defined in this Plan) after the Plan Merger Date, shall receive
   his Merged Plan Benefit as the Actuarial Equivalent of a Straight Life
   Annuity determined as follows:

                  (i)  If the Merged Plan Participant did not have at
             least the aggregate of five (A) years of Credited Service
             (as defined in the Goody Salaried Plan) prior to the Plan
             Merger Date, and (B) years of Vesting Service (as defined in
             Article II of this Plan) after the Plan Merger Date, payment
             of his Merged Plan Benefit shall commence upon his Normal
             Retirement Date, or

                  (ii) If the Merged Plan Participant had at least the
             aggregate of five (A) years of Credited Service (as defined

   
<PAGE> 299

             in the Goody Salaried Plan) prior to the Plan Merger Date,
             and (B) years of Vesting Service (as defined in Article II
             of this Plan) after the Plan Merger Date, payment of his
             Merged Plan Benefit shall commence on the first day of the
             month coinciding with or next following his 55th birthday,
             or the first day of any month thereafter that he shall
             select between such date and his Normal Retirement Date, in
             an amount that is reduced by 1/2% for each month by which
             his elected Benefit Commencement Date precedes his Normal
             Retirement Date.

             (d)  A Merged Plan Participant who terminates employment
   with all Employers before he has completed an aggregate of at least
   five (A) years of Vesting Service (as defined in the Goody Salaried
   Plan) prior to the Plan Merger Date, and (B) years of Vesting Service
   (as defined in this Plan) after the Plan Merger Date, shall not be
   entitled to receive payment of his Merged Plan Benefit. 

             (e)  If a Merged Plan Participant shall be deemed eligible
   for Disability Retirement under the terms and conditions of, and as
   defined under, Sections 5.04 a. and b. of the Goody Salaried Plan, and
   the Merged Plan Participant had at least the aggregate of five
   (A) years of Credited Service (as defined in the Goody Salaried Plan)
   prior to the Plan Merger Date, and (B) years of Vesting Service (as
   defined in Article II of this Plan) after the Plan Merger Date, such
   Merged Plan Participant shall be entitled to commence receipt (in
   accordance with the terms of this Plan) of his Merged Plan Benefit as
   follows:

                  (i)  If the Merged Plan Participant became disabled and
             commenced receiving a disability benefit under the Goody
             Products, Inc. LTD Plan (the "LTD Plan") prior to the Plan
             Merger Date, his Merged Plan Benefit shall be payable on the
             Merged Plan Participant's Normal Retirement Date. 
             Notwithstanding the immediately preceding sentence, if the
             Merged Plan Participant ceases receiving LTD Plan benefits
             prior to his Normal Retirement Date, he may elect to have
             his Merged Plan Benefit commence on the first day of any
             month between his Early Retirement Date and his Normal
             Retirement Date.  Such Merged Plan Benefit shall be reduced
             as provided in subsection 16.03(b)(iii)(B).

                  (ii) If the Merged Plan Participant did not receive a
             disability benefit under the LTD Plan as set forth in
             subparagraph (i) next above, and the Social Security
             Administration (the "SSA") determined that he was disabled
             and fixed his disability commencement date, his Merged Plan
             Benefit shall be payable on his Normal Retirement Date. 
             Notwithstanding the immediately preceding sentence, such
             Merged Plan Participant may elect to have his Merged Plan
             Benefit commence on the first day of any month between his
             Early Retirement Date and his Normal Retirement Date.  Such

   
<PAGE> 300

             Merged Plan Benefit shall be reduced as provided in
             subsection 16.03(b)(iii)(B).

                  (iii)     Within thirty (30) days after the request of
             the Pension Administrative Committee, which shall be no more
             frequently than once each year and not after his Normal
             Retirement Date, the disabled Merged Plan Participant shall
             submit to the Pension Administrative Committee satisfactory
             medical evidence of his continued disability.

                  (iv) Notwithstanding subparagraphs (i) and (ii) of this
             paragraph (e), if, prior to the Merged Plan Participant's
             Normal Retirement Date, the SSA or the LTD Carrier,
             whichever is applicable (or both, if applicable), revokes a
             prior determination of disability or declares that he is no
             longer disabled, he shall be deemed to have recovered on the
             last day of the month in which such revocation or
             declaration is effective, or if the Merged Plan Participant
             fails to comply with a request of the Pension Administrative
             Committee made pursuant to subparagraph (iii) next above,
             and does not submit satisfactory medical evidence of his
             continued disability, he shall be deemed to have recovered
             as of the last day of the month following that in which such
             request was made.  The applicable day as of which he is so
             deemed to have recovered is herein referred to as his Date
             of Recovery.  As of his Date of Recovery his disability
             retirement payments, if any, shall cease, and except as
             otherwise provided below in this Section 16.03, there shall
             be no further accrual of Credited Service beyond such date.

                       (A)  If such recovered Merged Plan Participant is
                            returned to service as a Participant within
                            30 days after his Date of Recovery, he shall
                            at that time be reinstated as a Merged Plan
                            Participant under the Goody Salaried Plan.

                       (B)  If such recovered Merged Plan Participant is
                            not returned to service as a Participant
                            within 30 days after his Date of Recovery, he
                            shall, at such time, be entitled to receive
                            his Merged Plan Benefit as an early
                            retirement pension pursuant to
                            subparagraph (b)(iii) of this Section 16.03
                            or as a deferred pension pursuant to
                            paragraph (c) of this Section 16.03, if he
                            satisfies the conditions for such benefits.

                  (v)  If the Merged Plan Participant should die while
             deemed disabled under this subsection 16.03(e), his Spouse
             (as defined in subsection 16.03(f)(iii)), if any, shall be
             entitled to receive his Merged Plan Benefit as an immediate
             or deferred survivor pension benefit pursuant to

   
<PAGE> 301

             subsection 16.03(f) below, provided the eligibility
             conditions of that Section are met at that time.  If the
             Merged Plan Participant is receiving his Merged Plan Benefit
             under the provisions of subsections 16.03(b)(i),
             16.03(b)(ii) or 16.03(c) at the time of his death, survivor
             benefits are payable if the Merged Plan Participant so
             elected.

             (f)  If a Merged Plan Participant dies before payment of his
   Merged Plan Benefit commences, and after completion of the aggregate
   of five (A) years of Vesting Service (as defined in the Goody Salaried
   Plan) prior to the Plan Merger Date, and (B) years of Vesting Service
   (as defined in this Plan) after the Plan Merger Date, his Spouse (as
   defined in subparagraph (iii) of this paragraph (f)) shall be entitled
   to commence receipt (in accordance with the terms of this Plan) of his
   Merged Plan Benefit as follows:

                  (i)  The annual amount of the Merged Plan Benefit
             payable as a Straight Life Annuity to a Spouse of a deceased
             Merged Plan Participant who has both attained age 55 and
             completed at least the aggregate of 10 (A) years of Vesting
             Service (as defined in the Goody Salaried Plan) prior to the
             Plan Merger Date, and (B) years of Vesting Service (as
             defined in Article II of this Plan) after the Plan Merger
             Date, provided such death occurred while actively employed
             by the Employer (or while in receipt of a benefit under the
             LTD Plan), shall be 50% of the Merged Plan Benefit and shall
             commence on the first day of the month following such death.

                  (ii) The Merged Plan Benefit payable to the Spouse of a
             deceased Merged Plan Participant not described in
             subparagraph (i) next above who has completed at least the
             aggregate of five (A) years of Vesting Service (as defined
             in the Goody Salaried Plan) prior to the Plan Merger Date,
             and (B) years of Vesting Service (as defined in Article II
             of this Plan) after the Plan Merger Date, and who dies while
             actively employed by the Employer, or of a deceased former
             Merged Plan Participant who dies before commencement of
             payment of his Merged Plan Benefit, shall commence on the
             first day of the month following the later of the date of
             death of the Merged Plan Participant or former Merged Plan
             Participant or the date he would have attained age 55;
             provided the Spouse may elect any later benefit commencement
             date not beyond the date the deceased Merged Plan
             Participant would have attained his Normal Retirement Date. 
             The annual amount of Merged Plan Benefit payable as a
             Straight Life Annuity pursuant to this subparagraph (ii)
             shall be reduced in accordance with subsection 16.03(b)(iii)
             if the Benefit Commencement Date is before the deceased
             Merged Plan Participant would have attained age 65, and
             further reduced on the presumption that he had elected a
             Qualified Joint and Survivor Annuity.

   
<PAGE> 302

                  (iii)     For purposes of paragraph (e) above, this
             paragraph (f) and paragraph (g) below, Spouse means, in the
             case of a Merged Plan Participant who dies while employed by
             the Employer, the surviving husband or wife of such deceased
             Merged Plan Participant who at the date of death of the
             Merged Plan Participant had been legally married to such
             Merged Plan Participant.  In the case of a terminated Merged
             Plan Participant who subsequently dies, Spouse shall mean
             the surviving husband or wife of such terminated, deceased
             Merged Plan Participant who at the Merged Plan Participant's
             benefit commencement date had been legally married to such
             terminated, deceased Merged Plan Participant. 

             (g)  A Merged Plan Participant may elect, pursuant to the
   spousal consent provisions of Section 5.01 of this Plan, any one of
   the optional forms of benefits specified in this paragraph (g) with
   respect to his Merged Plan Benefit.  Any optional form of benefit set
   forth in Article V of this Plan shall apply only to the Accrued
   Benefit earned by the Merged Plan Participant from and after the
   Benefit Accrual Date.  Any optional form of benefit or combination of
   optional forms of benefits set forth in this paragraph (g) shall be
   the Actuarial Equivalent of the Merged Plan Benefit otherwise payable
   with respect to the Merged Plan Participant.

                  (i)  A LIFE ANNUITY:  A benefit payable monthly, from
             the date on which a Merged Plan Benefit first became payable
             to a Merged Plan Participant, continuing for the lifetime of
             the Merged Plan Participant.

                  (ii) JOINT AND SURVIVOR OPTION:  A reduced monthly
             benefit payable for life to the Merged Plan Participant,
             with 100% or 50% of such reduced benefit, as he shall have
             specified when electing this option, continuing after the
             Merged Plan Participant's death for the remaining lifetime
             of his Beneficiary;

                  (iii)     ANNUITY CERTAIN OPTION:  A retirement benefit
             payable, in equal monthly installments, from the applicable
             Benefit Commencement Date for the life of the Merged Plan
             Participant and, in the event that he shall fail to live for
             five full years or 10 full years from said date, as he shall
             have specified when electing this option, a benefit payable
             to his Beneficiary, in equal monthly installments in the
             amount of such installments paid to the Merged Plan
             Participant, from the first day of the month following the
             month in which such Merged Plan Participant shall die, for
             the balance of the guaranteed payment period; provided,
             however, that if such Beneficiary shall not be alive at the
             death of the Merged Plan Participant or shall fail to live
             for the remainder of the guaranteed payment period, the
             Actuarial Equivalent of the payment for the remainder of
             such period shall be paid in a cash lump-sum to the estate

   
<PAGE> 303

             of the Merged Plan Participant or the estate of the
             Beneficiary, as the case may be.

                  (iv) The election of any optional form of benefit shall
             become effective upon the earlier of the Merged Plan
             Participant's Normal Retirement Date or Actual Retirement
             Date.  A Merged Plan Participant may revoke or change such
             election at any time prior to commencement of his Merged
             Plan Benefit, except that an election of any form of Merged
             Plan Benefit other than either the Life Annuity option (i)
             above or, with respect to a Retired Covered Employee (as
             defined in the Goody Salaried Plan for purposes of this
             Section 16.03), who has a Spouse, the Qualified Joint and
             Survivor Annuity, must be made at least 30 days prior to his
             Actual Retirement Date, unless the Merged Plan Participant
             furnishes evidence of good health that is satisfactory to
             the Pension Administrative Committee, and during this period
             such revocation or change will be subject to the consent of
             the Pension Administrative Committee.  Death of a Merged
             Plan Participant's Beneficiary prior to his Actual
             Retirement Date shall automatically revoke the election of a
             Joint and Survivor Option.

             16.04  SPECIAL PROVISIONS RELATING TO STUART HALL RETIREMENT
   PLAN.

             The following shall apply with respect to Merged Plan
   Participants who participated in the Stuart Hall Retirement Plan on or
   before the Plan Merger Date:

             (a)  Benefit Accruals under the Stuart Hall Retirement Plan
   were permanently discontinued effective as of the Benefit Accrual
   Date.  As of the Benefit Accrual Date, Active Participants (as defined
   in the Stuart Hall Retirement Plan for purposes of this Section 16.04)
   became eligible to participate in this Plan in accordance with the
   terms of this Plan.  For purposes of determining the Accrued Benefit
   earned from and after the Benefit Accrual Date of Merged Plan
   Participants who were Active Participants under the Stuart Hall
   Retirement Plan on the Benefit Accrual Date, and who thereafter are
   employed by an Employer, such Merged Plan Participants shall receive
   credit for periods of employment with all Employers from and after the
   Benefit Accrual Date and not for periods of employment with any
   Employer or any other entity, prior to the Benefit Accrual Date.  For
   purposes of determining such Merged Plan Participants' Vesting
   Service, nonforfeitable interest in their Merged Plan Benefits and
   Accrued Benefits, and their eligibility to participate in this Plan,
   such Merged Plan Participants shall receive credit (1) for periods of
   employment with an Affiliated Company (as defined in Article II of
   this Plan) from and after the Benefit Accrual Date and (2) for periods
   of employment only with Stuart Hall Company, Inc. and its affiliates,
   and not with any other entity that was not an Affiliated Company of
   Stuart Hall Company, Inc., prior to the Benefit Accrual Date.

   
<PAGE> 304

             (b)  A Merged Plan Benefit shall be payable to a Merged Plan
   Participant (in addition to his benefit set forth under Article IV of
   this Plan) at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   has satisfied all eligibility requirements contained in the Stuart
   Hall Retirement Plan necessary to entitle him to receive payment of
   his Merged Plan Benefit commencing at a date earlier than the date
   applicable under the terms of this Plan, such Participant shall be
   entitled, subject to the terms and conditions applicable under the
   Stuart Hall Retirement Plan, to have payment of his Merged Plan
   Benefit commence as follows:

                  (i)  Unless otherwise elected, payment of a Merged Plan
             Benefit shall begin on the Merged Plan Participant's Normal
             Retirement Date (as defined in the Stuart Hall Retirement
             Plan for purposes of this Section 16.04) if he ceased to be
             an Employee on such date.  Even if the Merged Plan
             Participant is an Employee on his Normal Retirement Date, he
             may elect to have his Merged Plan Benefit commence on his
             Normal Retirement Date.  A Merged Plan Participant's right
             to his Merged Plan Benefit shall become nonforfeitable upon
             his attainment of his Normal Retirement Age (as defined in
             the Stuart Hall Retirement Plan for purposes of this
             Section 16.04).

                  (ii) If a Merged Plan Participant elects to receive his
             Merged Plan Benefit on an Early Retirement Date (as defined
             below), he shall receive his Merged Plan Benefit on such
             specified Date, multiplied by the factor shown below
             corresponding to the number of years his Early Retirement
             Date precedes his Normal Retirement Date.

                         NUMBER OF YEARS
                        EARLY RETIREMENT
                      DATE PRECEDES NORMAL
                         RETIREMENT DATE      FACTOR
                         ---------------      ______
                                1              .9333
                                2              .8667
                                3              .8000

             The above factors shall be prorated for a partial year
             (counting a partial month as a complete month).

                  For purposes of this Section 16.04, "Early Retirement
             Date" means the first day of any month before a Merged Plan
             Participant's Normal Retirement Date that the Merged Plan
             Participant selects for the start of his Merged Plan
             Benefit.  This day shall be on or after the date on which he
             ceases to be an Employee and the date he meets the following
             requirements:

   
<PAGE> 305

                       (A)  He has attained age 62.

                       (B)  He has completed at least the aggregate of 15
                            (i) years of Vesting Service as defined in
                            the Stuart Hall Retirement Plan) prior to the
                            Plan Merger Date, and (ii) years of Vesting
                            Service (as defined in Article II of this
                            Plan) after the Plan Merger Date.

             (c)  The following provisions shall apply if a Merged Plan
   Participant elects to commence receipt of his Merged Plan Benefit
   after his Normal Retirement Date.

                  (i)  Notwithstanding any provision of this Section
             16.04 to the contrary, a Merged Plan Participant may elect
             to commence receipt of his Merged Plan Benefit on a Late
             Retirement Date (as defined in the Stuart Hall Retirement
             Plan for purposes of this Section 16.04).  If a Merged Plan
             Participant receives his Merged Plan Benefit on a Late
             Retirement Date, his Merged Plan Benefit shall be equal to
             his Merged Plan Benefit, multiplied by the factor shown
             below corresponding to the number of years his Late
             Retirement Date follows his Normal Retirement Date.

                         NUMBER OF YEARS
                      LATE RETIREMENT DATE
                         FOLLOWS NORMAL
                         RETIREMENT DATE      FACTOR
                         ---------------      ______
                                1             1.0600
                                2             1.1200
                                3             1.1900
                                4             1.2600
                                5             1.3400
                                6             1.4200
                                7             1.5000
                                8             1.5900
                                9             1.6900
                               10             1.7900

                  The above factors shall be prorated for a partial year
             (counting a partial month as a complete month).  Factors for
             numbers of years beyond ten shall be determined using a
             consistently applied reasonable actuarial equivalent method.

                  (ii) Notwithstanding any provision of this Section
             16.04 to the contrary, a Merged Plan Participant may elect
             to have payment of his Merged Plan Benefit begin on his Late
             Retirement Date, subject to the provisions of
             subsection 4.05(c) of the Plan.

   
<PAGE> 306

             (d)  A Merged Plan Participant who becomes an Inactive
   Participant (as defined in the Stuart Hall Retirement Plan for
   purposes of this Section 16.04) before he Retires or dies shall be
   entitled to receive his Merged Plan Benefit as follows and at his
   election:

                  (i)  A monthly Merged Plan Benefit in the Normal Form
             (as defined in the Stuart Hall Retirement Plan for purposes
             of this Section 16.04) to begin on his Normal Retirement
             Date.  Such monthly Merged Plan Benefit will be equal to the
             product of (A) and (B):

                       (A)  The Merged Plan Participant's Merged Plan
                            Benefit on the day before he became an
                            Inactive Participant.

                       (B)  The Merged Plan Participant's Vesting
                            Percentage (as defined below) on the date he
                            ceases to be an Employee.

                  (ii) A monthly Merged Plan Benefit in the Normal Form
             to begin on his Early Retirement Date (as defined in
             subsection 16.04(b)(ii)).  Such monthly Merged Plan Benefit
             shall be equal to the amount determined under
             subparagraph (i)(A) next above multiplied by the applicable
             early retirement factor as specified in paragraph (b) of
             this Section 16.04.

                  (iii)     A monthly Merged Plan Benefit in the Normal
             Form to begin on his Late Retirement Date.  Such monthly
             Merged Plan Benefit shall be an amount equal to the amount
             determined under subparagraph (i)(A) above multiplied by the
             applicable late retirement factor in paragraph (c) of this
             Section 16.04.

                  (iv) For purposes of this Section 16.04, "Vesting
             Percentage" means the percentage used to determine that
             portion of a Merged Plan Participant's Merged Plan Benefit
             that is nonforfeitable (cannot be lost since it is vested).

                       A Merged Plan Participant's Vesting Percentage is
             shown in the following schedule opposite the number of
             aggregate whole years of his Vesting Service (as defined in
             the Stuart Hall Retirement Plan and Article II of this
             Plan).

   
<PAGE> 307


                       VESTING SERVICE         VESTING
                   (aggregate whole years)   PERCENTAGE
                   -----------------------   ----------
                         Less than 3              0
                              3                  20
                              4                  40
                              5                  60
                              6                  80
                          7 or more              100

             The Vesting Percentage for a Merged Plan Participant who is
             an Employee on or after the earlier of (A) the date he
             reaches his Normal Retirement Age (as defined in the Stuart
             Hall Retirement Plan for purposes of this Section 16.04), or
             (B) the date he meets the requirement(s) for an Early
             Retirement Date (as defined in the Stuart Hall Retirement
             Plan for purposes of this Section 16.04), shall be 100%
             vested on such date.

             (e)  If a Merged Plan Participant dies before payment of his
   Merged Plan Benefit commences, his spouse, Beneficiary (as defined in
   the Stuart Hall Retirement Plan for purposes of this Section 16.04),
   or Contingent Annuitant (as defined in the Stuart Hall Retirement Plan
   for purposes of this Section 16.04) shall be entitled to commence
   receipt (in accordance with the terms of this Plan) of the product of
   his Merged Plan Benefit and his Vesting Percentage as of the date of
   death as follows:

                  (i)  Qualified Preretirement Survivor Annuity:

             A Qualified Preretirement Survivor Annuity shall be payable
             if the Merged Plan Participant is survived by a spouse to
             whom he was continuously married throughout the one-year
             period ending on the date he dies.

             If the requirement above is met on the date the Merged Plan
             Participant dies, the Merged Plan Benefit shall be payable
             to the spouse as a Qualified Preretirement Survivor Annuity
             (as defined in the Stuart Hall Retirement Plan for purposes
             of this Section 16.04).  The spouse may elect to start
             payment of the Merged Plan Benefit on the first day of the
             month on or after the earliest date the Merged Plan Benefit
             could have been paid to the Merged Plan Participant if he
             had ceased to be an Employee on the date of his death and
             survived to Retire.  Payment of the Merged Plan Benefit must
             start by the date the Merged Plan Participant would have
             been age 70-1/2.  The Qualified Preretirement Survivor
             Annuity shall be reduced in accordance with subsection
             16.04(b)(ii) if payments commence before the deceased Merged
             Plan Participant would have attained age 65.  If the spouse

   
<PAGE> 308

             dies before the Qualified Preretirement Survivor Annuity
             starts, no Merged Plan death benefit is payable.

                  (ii) If a Merged Plan Participant dies on or after his
             Normal Retirement Date (as defined in the Stuart Hall
             Retirement Plan for purposes of this Section 16.04) and
             before his Annuity Starting Date (as defined in the Stuart
             Hall Retirement Plan for purposes of this Section 16.04),
             and such Merged Plan Participant is survived by a spouse to
             whom he was continuously married through the one-year period
             ending on the date of his death, the Merged Plan Benefit
             shall be payable in the same manner as provided under
             subparagraph (i) next above, unless the Merged Plan
             Participant has waived the Qualified Preretirement Survivor
             Annuity, according to the Election Procedures Section of
             Article VI of the Stuart Hall Retirement Plan, by electing
             the preservation of retirement options death benefit
             described in subparagraph (iii) next below.

                  (iii)     If a Merged Plan Participant dies on or after
             his Normal Retirement Date and before his Annuity Starting
             Date and such Merged Plan Participant is not survived by a
             spouse to whom he was continuously married throughout the
             one-year period ending on the date of his death, the
             provisions of subparagraph (i) of this paragraph (e) shall
             not apply.  Instead, the Merged Plan Benefit shall be
             payable pursuant to the preservation of retirement options
             death benefit.  This death benefit is the death benefit that
             would have been payable to the Merged Plan Participant's
             Beneficiary or Contingent Annuitant if the Merged Plan
             Participant's Retirement Date had occurred on the date he
             died.  The optional form of distribution elected according
             to the provisions of the Election Procedures Section of
             Article VI of the Stuart Hall Retirement Plan before the
             Participant's death is the form in effect for determining
             the death benefit.  For purposes of this death benefit only,
             an election of an optional form of distribution shall be a
             qualified election even if it is not made within 90 days of
             the date payments would have begun if it meets all of the
             other requirements for a qualified election.  The automatic
             form of distribution under the Automatic Forms of
             Distribution Section of Article VI of the Stuart Hall
             Retirement Plan shall be in effect if an election has not
             been made or an election is revoked without a subsequent
             election according to the provisions of the Election
             Procedures Section of Article VI of the Stuart Hall
             Retirement Plan.  Any death benefit payable shall be subject
             to the distribution limitations of the Optional Forms of
             Distribution and Distribution Requirements Section of
             Article VI of the Stuart Hall Retirement Plan.

   
<PAGE> 309

                  (iv) Any death benefit after the Annuity Starting Date
             will be determined by the form of Merged Plan Benefit in
             effect on a Merged Plan Participant's Annuity Starting Date.

             (f)  A Merged Plan Participant may elect, pursuant to the
   spousal consent provisions of Section 5.01 of this Plan, any one of
   the optional forms of benefits specified in this paragraph (f) with
   respect to his Merged Plan Benefit.  Any optional form of benefit set
   forth in Article V of this Plan shall apply only to the Accrued
   Benefit earned by the Merged Plan Participant from and after the
   Benefit Accrual Date.  Any optional form of benefit or combination of
   optional forms of benefits set forth in this paragraph (f) shall be
   the Actuarial Equivalent of the Merged Plan Benefit otherwise payable
   with respect to the Merged Plan Participant.  The optional forms of
   Merged Plan Benefit shall be the following:  a straight life annuity,
   single life annuities with certain periods of five, ten or fifteen
   years, and survivorship life annuities with survivorship percentages
   of 50, 66  or 100.

             16.05       SPECIAL PROVISIONS RELATING TO FABER-CASTELL
   SALARIED PLAN.  The following shall apply with respect to Merged Plan
   Participants who participated in the Faber-Castell Salaried Plan on or
   before the Plan Merger Date:

             (a)  Benefit Accruals under the Faber-Castell Salaried Plan
   were permanently discontinued effective as of the Benefit Accrual
   Date.  As of the Benefit Accrual Date, Salaried Employees (as defined
   in the Faber-Castell Salaried Plan for purposes of this Section 16.05)
   became eligible to participate in this Plan in accordance with the
   terms of this Plan.  For purposes of determining the Accrued Benefit
   earned from and after the Benefit Accrual Date of Merged Plan
   Participants who were Salaried Employees under the Faber-Castell
   Salaried Plan on the Benefit Accrual Date, and who thereafter are
   employed by an Employer, such Merged Plan Participants shall receive
   credit for periods of employment with all Employers from and after the
   Benefit Accrual Date and not for periods of employment with any
   Employer or any other entity, prior to the Benefit Accrual Date.  For
   purposes of determining such Merged Plan Participants' Vesting
   Service, nonforfeitable interest in their Merged Plan Benefits and
   Accrued Benefits, and their eligibility to participate in this Plan,
   such Merged Plan Participants shall receive credit (1) for periods of
   employment with an Affiliated Company (as defined in Article II of
   this Plan) from and after the Benefit Accrual Date and (2) for periods
   of employment only with Faber-Castell Corporation and its affiliates,
   and not with any other entity that was not an Affiliated Company of
   Faber-Castell Corporation, prior to the Benefit Accrual Date.

             (b)  A Merged Plan Benefit shall be payable to a Merged Plan
   Participant (in addition to his benefit set forth under Article IV of
   this Plan) at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   has satisfied all eligibility requirements contained in the Faber-

   
<PAGE> 310

   Castell Salaried Plan necessary to entitle him to receive payment of
   his Merged Plan Benefit commencing at a date earlier than the date
   applicable under the terms of this Plan, such Participant shall be
   entitled, subject to the terms and conditions applicable under the
   Faber-Castell Salaried Plan, to have payment of his Merged Plan
   Benefit commence as follows:

                  (i)  If a Merged Plan Participant Retires on his Normal
             Retirement Date (as defined in the Faber-Castell Salaried
             Plan for purposes of this Section 16.05), his Merged Plan
             Benefit shall commence on his Normal Retirement Date.  A
             Merged Plan Participant's right to his Merged Plan Benefit
             shall become nonforfeitable upon his attainment of his
             Normal Retirement Date.

                  (ii) Any Merged Plan Participant may, upon filing a
             written application with the Pension Administrative
             Committee, be Retired at an earlier date than his Normal
             Retirement Date provided he has both attained age 55 and
             completed at least the aggregate of 10 (A) years as an
             Employee (as defined in the Faber-Castell Salaried Plan)
             prior to the Plan Merger Date, and (B) years of Vesting
             Service (as defined in Article II of this Plan) after the
             Plan Merger Date.

                  (iii)     Any Merged Plan Participant who has completed
             at least the aggregate of 10 (A) years as an Employee (as
             defined in the Faber-Castell Salaried Plan) prior to the
             Plan Merger Date, and (B) years of Vesting Service (as
             defined in Article II of this Plan) after the Plan Merger
             Date, and who shall be totally and permanently disabled so
             that he is eligible for and is receiving Social Security
             disability benefits, shall be entitled to payment of his
             Merged Plan Benefit pursuant to subparagraph (iv) next
             below.

                  (iv) A Merged Plan Participant who Retires before his
             Normal Retirement Date pursuant to either subparagraph (ii)
             or (iii) of this paragraph (b) shall receive payment of his
             Merged Plan Benefit in the Full Annuity Form (as defined in
             paragraph (e) of this Section 16.05) commencing on his
             Normal Retirement Date.  In lieu thereof, any such Merged
             Plan Participant, at any time between ages 55 and 65 may
             elect to receive his Merged Plan Benefit reduced by 0.7%
             times the number of monthly payments up to 24 to be paid
             prior to his 64th birthday, by 0.4% times the number of
             monthly payments up to 24 to be paid prior to his 62nd
             birthday and by 0.35% times the number of monthly payments
             to be paid prior to his 60th birthday, and which shall
             commence on the first day of any month (to be selected by
             him) between such election and the Normal Retirement Date.

   
<PAGE> 311

             (c)  If a Merged Plan Participant ceases his Service (as
   defined in the Faber Castell Salaried Plan for purposes of this
   Section 16.05) other than because of death, but before being eligible
   to receive his Merged Plan Benefit as provided in paragraph (b) next
   above, he shall be entitled to payment of his Merged Plan Benefit as
   follows:

                  (i)  If a Merged Plan Participant ceases his Service
             (as defined in the Faber-Castell Salaried Plan for purposes
             of this Section 16.05) other than because of death after he
             has a Vested Right (as defined below), but before being
             eligible to receive his Merged Plan Benefit as provided in
             paragraph (b) next above, he shall be entitled to payment of
             his Merged Plan Benefit in the Full Annuity Form to commence
             on his Normal Retirement Date.  Notwithstanding the
             immediately preceding sentence, such Merged Plan Participant
             may elect to receive reduced Merged Plan Benefit payments to
             commence on the first day of any month between his 55th
             birthday and his Normal Retirement Date.  Such Merged Plan
             Benefit shall be reduced for early commencement by 0.7%
             times the number of monthly payments up to 36 to be paid
             prior to his 65th birthday, by 0.5% times the number of
             monthly payments up to 36 to be paid prior to his 62nd
             birthday and by 0.3% times the number of monthly payments to
             be paid prior to his 59th birthday.

                  (ii) Notwithstanding anything in this Section 16.05 to
             the contrary, if a Merged Plan Participant ceases his
             Service before he has a Vested Right (as defined below), and
             does not again become an Employee, he shall not be entitled
             to receive payment of his Merged Plan Benefit.

                  (iii)     For purposes of this Section 16.05, "Vested
             Right" means the nonforfeitable right to a Merged Plan
             Benefit acquired by a Merged Plan Participant either upon
             attaining age 65 while in employment of an Employer or
             having the aggregate of at least five (A) years of Service
             (as defined in the Faber-Castell Salaried Plan), excluding
             service with Reliance Pen and Pencil Company prior to
             September 1, 1985, and (B) years of Vesting Service as
             defined in this Plan.

             (d)  If a Merged Plan Participant dies before payment of his
   Merged Plan Benefit commences and such Merged Plan Participant has a
   Vested Right (as defined in subsection 16.05(c)(iii)) in his Merged
   Plan Benefit at his death, his Spouse (as defined in subparagraph (iv)
   of this paragraph) shall be entitled to commence receipt (in
   accordance with the terms of this Plan) of his Merged Plan Benefit as
   follows:

                  (i)  If a Merged Plan Participant who is not receiving
             Merged Plan Benefit payments shall die before he has

   
<PAGE> 312

             attained age 55, and regardless of whether or not he is an
             Employee, a survivor's death benefit shall be paid to his
             Spouse, if living, for her lifetime.  The survivor's death
             benefit will commence on the first day of the month
             following the Merged Plan Participant's 55th birthday equal
             to one-half of the portion of the Merged Plan Benefit to
             which the Merged Plan Participant would have been entitled
             at the earlier of his date of death or separation of service
             if he had:

                       (A)  separated from service on his date of death
                            (if he had not already done so), 

                       (B)  survived until age 55, and

                       (C)  elected to have his Merged Plan Benefit
                            commence at that time under Option 2, as
                            described in paragraph (e) of this
                            Section 16.05, with his Spouse designated as
                            the Contingent Annuitant (as defined in the
                            Faber-Castell Salaried Plan for purposes of
                            this Section 16.05).

                  (ii) If a Merged Plan Participant dies before his
             Merged Plan Benefit commences and after his Normal
             Retirement Date, or having both attained age 55 and
             completed at least the aggregate of five (A) years as an
             Employee (as defined in the Faber-Castell Salaried Plan)
             prior to the Plan Merger Date, and (B) years of Vesting
             Service (as defined in Article II of this Plan) after the
             Plan Merger Date, his Spouse, or his Beneficiary (as defined
             in the Faber-Castell Salaried Plan for purposes of this
             Section 16.05) if there is no Spouse, shall receive his
             Merged Plan Benefit.  Payment of his Merged Plan Benefit
             will commence on the first day of the month coinciding with
             or next following the date of death of the Merged Plan
             Participant and continue for 120 months, equal to the Merged
             Plan Benefit the Merged Plan Participant would have received
             if he had Retired on his date of death and elected to have
             his Merged Plan Benefit commence immediately under the Full
             Annuity Form.  If the payee is the Spouse, the Spouse may
             elect to convert such Merged Plan Benefit payable hereunder
             to a benefit of equivalent value that shall be paid for the
             life of the Spouse, and such converted Merged Plan Benefit
             (or the Actuarial Equivalent value thereof if paid on the
             120 monthly payment term) shall be not less than what would
             have been paid if the Merged Plan Participant had elected
             Option 2 as described in paragraph (e) of this Section 16.05
             and designated the Spouse as Contingent Annuitant.  Merged
             Plan Benefits payable under this subsection 16.05(d)(ii)
             shall be reduced in accordance with subsection 16.05(b)(iv)

   
<PAGE> 313

             if payments commence before the deceased Merged Plan
             Participant would have attained age 64. 

                  (iii)     If a Merged Plan Participant dies while he is
             receiving his Merged Plan Benefit on the Full Annuity Form
             and before he has received 120 monthly payments, his
             Beneficiary shall receive the payment of his Merged Plan
             Benefit for the balance of such 120 month period.

                  (iv) For purposes of this Section 16.05, Spouse means
             the person lawfully married to a Participant on the earlier
             of the date of the Merged Plan Participant's death or the
             date Merged Plan Benefit payments commence.

             (e)  A Merged Plan Participant may elect, pursuant to the
   spousal consent provisions of Section 5.01 of this Plan, any one of
   the optional forms of benefits specified in this paragraph (e) with
   respect to his Merged Plan Benefit.  Any optional form of benefit set
   forth in Article V of this Plan shall apply only to the Accrued
   Benefit earned by the Merged Plan Participant from and after the
   Benefit Accrual Date.  Any optional form of benefit or combination of
   optional forms of benefits set forth in this paragraph (e) shall be
   the Actuarial Equivalent of the Merged Plan Benefit otherwise payable
   with respect to the Merged Plan Participant.

                  (i)  A Participant may elect to receive his Merged Plan
             Benefit payments in the Full Annuity Form.  "Full Annuity
             Form" means a manner of paying his Merged Plan Benefit
             whereby payments are made during the lifetime of the Merged
             Plan Participant and cease upon his death, except if he dies
             before receiving payments for 120 months, such Merged Plan
             Benefit shall be paid to his Beneficiary for the balance of
             the 120 months' period.

                  (ii) Notwithstanding the provisions of subparagraph (i)
             next above, if a Merged Plan Participant has a Spouse on the
             date Retirement Income payments are to commence, and if such
             Merged Plan Participant has not elected otherwise in writing
             filed with the Pension Administrative Committee during the
             period set forth in Section 5.01(d) of this Plan, the amount
             of Merged Plan Benefit payments on the Full Annuity Form
             shall be reduced automatically to a percentage thereof
             payable to the Merged Plan Participant for life and upon his
             death payable at the rate of one-half of such reduced amount
             to his Spouse for life after the Merged Plan Participant's
             death.  Such percentage shall be 97% if the date of birth of
             the Spouse is less than 36 months different from the Merged
             Plan Participant's date of birth reduced (increased, but not
             to more than 99.9%) by 0.4% if the age of the Spouse is
             three full years younger (older) than the Merged Plan
             Participant's age and by an additional 0.4% for each
             additional full year of age difference that the Spouse is

   
<PAGE> 314

             younger (older) than the Merged Plan Participant.  Any
             election by the Merged Plan Participant to waive such
             reduced joint and survivor payment basis shall not become
             effective unless the Spouse consents to such election
             pursuant to Section 5.01 of this Plan.

                  (iii)     A Merged Plan Participant who elects not to
             receive his Merged Plan Benefit pursuant to the provisions
             of subparagraphs (i) and (ii) of this paragraph (e), may
             file a written election, subject to the spousal consent
             provisions of Section 5.01 of this Plan, with the Pension
             Administrative Committee electing to receive his Merged Plan
             Benefit in one of the following optional forms:

             Option 1. Reduced payments payable during the Merged Plan
                       Participant's life, with the provision that after
                       his death such reduced payments shall continue
                       during the life of and shall be paid to such
                       person as he shall designate.

             Option 2. Reduced payments payable during the Merged Plan
                       Participant's life, with the provision that after
                       his death  payments at one-half the rate of his
                       reduced payments shall continue during the life of
                       and shall be paid to such person as he shall
                       designate.

                  (iv) The person designated by the Participant under an
             option shall be known as a Contingent Annuitant.  The
             election of an option shall be conditional upon the
             Participant's furnishing to the Pension Administrative
             Committee, within 90 days after filing such an election,

                       (A)  the name and sex of the Contingent Annuitant,
                            and

                       (B)  proof satisfactory to the Pension
                            Administrative Committee of the date of birth
                            of the Contingent Annuitant.

                  (v)  Election of an option under this paragraph (e)
             shall be subject to the following provisions:

                       (A)  If a Merged Plan Participant dies before the
                            effective date of the option, the option
                            shall be canceled automatically.

                       (B)  If the Contingent Annuitant designated under
                            an option dies before the effective date of
                            the option, the election of the option shall
                            be canceled automatically and the Merged Plan
                            Participant may thereafter make another

   
<PAGE> 315

                            election, subject to the conditions required
                            therefor.

                       (C)  If the Contingent Annuitant designated under
                            an option dies after the effective date of
                            the option, the amount of the Merged Plan
                            Benefit to which the Merged Plan Participant
                            is entitled under the option will be paid in
                            accordance with the option and will cease
                            upon the Merged Plan Participant's death.

                  (vi) No change may be made in the election of an option
             unless the Merged Plan Participant, with respect to such
             change, meets the requirements and conditions for electing
             an option.  Subject to the spousal consent provisions of
             Section 5.01 of this Plan, the consent of the Contingent
             Annuitant is not required in the event of any change in
             option or Contingent Annuitant.

                  (vii)     The amount of the reduced Merged Plan Benefit
             payable under an elected option listed in subparagraph (iii)
             of this paragraph (e) shall be a percentage of the Full
             Annuity Form of Merged Plan Benefit, based on the ages of
             the Merged Plan Participant and the Contingent Annuitant. 
             Such percentage shall be 87% for Option 1 if the date of
             birth of the Contingent Annuitant is less than 12 months
             different from the Merged Plan Participant's date of birth
             reduced (increased, but not to more than 99.9%) by 0.6% if
             the age of the Contingent Annuitant is one full year younger
             (older) than the Merged Plan Participant's age and by an
             additional 0.6% for each additional full year of age
             difference that the Contingent Annuitant is younger (older)
             than the Merged Plan Participant.  Such percentage shall be
             97% for Option 2 if the date of birth of the Contingent
             Annuitant is less than 36 months different from the Merged
             Plan Participant's date of birth reduced (increased, but not
             to more than 99.9%) by 0.4% if the age of the Contingent
             Annuitant is three full years younger (older) than the
             Merged Plan Participant's age and by an additional 0.4% for
             each additional full year of age difference that the
             Contingent Annuitant is younger (older) than the Merged Plan
             Participant.

                  (viii)    Notwithstanding anything to the contrary in
             this paragraph (e), no distribution of benefits shall
             provide the following:

                       (A)  a period certain extending beyond the life
                            expectancy of a Beneficiary designated by the
                            Merged Plan Participant, and

   
<PAGE> 316

                       (B)  a period certain exceeding five years, if
                            benefits are payable to a Beneficiary not
                            designated by the Merged Plan Participant,
                            and

                       (C)  any other violation of the provisions of
                            Section 401(a)(9) of the Code.

             (f)  Except as provided in subsection 16.05(e)(ii), any
   Merged Plan Participant who elects to Retire after his Normal
   Retirement Date shall receive his Merged Plan Benefit in the Full
   Annuity Form equal to the Merged Plan Benefit, increased by 0.75%
   times the number of months between the Merged Plan Participant's
   Normal Retirement Date and the date on which such increased Merged
   Plan Benefit commences. 

             (g)  Notwithstanding anything in this Section 16.05 to the
   contrary and subject to Section 401(a)(9) of the Code, if a Merged
   Plan Participant continues as an Employee after his Normal Retirement
   Date, his Merged Plan Benefit shall not begin until the first day of
   the month next following his Severance Date (as defined in the Faber-
   Castell Salaried Plan).

             16.06  SPECIAL PROVISIONS RELATING TO BEROL PLAN.

             The following shall apply with respect to Merged Plan
   Participants who participated in the Berol Plan on or before the Plan
   Merger Date:

             (a)  Benefit Accruals under the Berol Plan were permanently
   discontinued effective as of the Benefit Accrual Date.  As of the
   Benefit Accrual Date, Members (as defined in the Berol Plan for
   purposes of this Section 16.06) compensated on a salaried basis and
   Members compensated on an hourly basis who were not factory hourly
   employees ("Salaried Members") became eligible to participate in this
   Plan in accordance with the terms of this Plan, and Members
   compensated on an hourly basis who were factory hourly employees
   ("Hourly Members") became eligible to participate in the Newell
   Pension Plan for Factory and Distribution Hourly Paid Employees
   ("Hourly Plan") in accordance with the terms of the Hourly Plan.  For
   purposes of determining the Accrued Benefit earned from and after the
   Benefit Accrual Date of Merged Plan Participants who were Salaried
   Members under the Berol Plan on the Benefit Accrual Date, and who
   thereafter are employed by an Employer, such Merged Plan Participants
   shall receive credit for periods of employment with all Employers from
   and after the Benefit Accrual Date and not for periods of employment
   with any Employer or any other entity, prior to the Benefit Accrual
   Date.  For purposes of determining such Merged Plan Participants'
   Vesting Service, nonforfeitable interest in their Merged Plan Benefits
   and Accrued Benefits, and their eligibility to participate in this
   Plan, such Merged Plan Participants shall receive credit (1) for
   periods of employment with an Affiliated Company (as defined in

   
<PAGE> 317

   Article II of this Plan) from and after the Benefit Accrual Date and
   (2) for periods of employment only with Empire Berol Corporation or
   its predecessor entities, and its affiliates, and not with any other
   entity that was not an Affiliated Company of Empire Berol Corporation
   or its predecessor entities prior to the Benefit Accrual Date. 
   Effective January 1, 1997, the Merged Plan Benefits of all Hourly
   Members will be transferred to and assumed by the Hourly Plan. 
   Accordingly, the provisions of this Section 16.06 shall only apply to
   the Merged Plan Benefits of Salaried Members, or of Hourly Members
   whose employment with all Employers terminated from and after the Plan
   Merger Date and prior to January 1, 1997.

             (b)  A Merged Plan Benefit shall be payable to a Merged Plan
   Participant (in addition to his benefit set forth under Article IV of
   this Plan) at the times set forth in Article IV of this Plan. 
   Notwithstanding the preceding sentence, if the Merged Plan Participant
   has satisfied all eligibility requirements contained in the Berol Plan
   necessary to entitle him to receive payment of his Merged Plan Benefit
   commencing at a date earlier than the date applicable under the terms
   of this Plan, such Participant shall be entitled, subject to the terms
   and conditions applicable under the Berol Plan, to have payment of his
   Merged Plan Benefit commence as follows:

                  (i)  A Merged Plan Participant shall be entitled to
             receive payment of his Merged Plan Benefit beginning on his
             Normal Retirement Date (as defined in the Berol Plan for
             purposes of this Section 16.06).

                  (ii) A Merged Plan Participant may Retire at any time
             after reaching his Early Retirement Date.  "Early Retirement
             Date" shall mean the first day of the month next succeeding
             the date on which a Merged Plan Participant both attains age
             fifty-five (55), and completes at least the aggregate of 10
             (A) Years of Service (as defined in the Berol Plan) prior to
             the Plan Merger Date, and (B) years of Vesting Service (as
             defined in Article II of this Plan) after the Plan Merger
             Date.

                  (iii)     If a Merged Plan Participant Retires on or
             after his Early Retirement Date, he may elect to receive his
             Merged Plan Benefit beginning at his Normal Retirement Date
             or as a reduced benefit beginning at his Early Retirement
             Date, which shall be his Merged Plan Benefit reduced by one-
             half percent (1/2%) for each month by which his Early
             Retirement Date precedes his Normal Retirement Date.  A
             Merged Plan Participant's Merged Plan Benefit shall not be
             reduced if his Early Retirement Date occurs on or after
             attaining age 62.  In addition, for such a Merged Plan
             Participant, the factors for age 65 in Exhibit A of the
             Berol Plan shall be applied to determine the amounts of
             benefits payable in optional forms in accordance with
             subsection 16.06(f).

   
<PAGE> 318

                  If a Merged Plan Participant satisfied any service
             requirement for an early retirement benefit under the Berol
             Plan, but had a Break-in-Service (as defined in the Berol
             Plan for purposes of this Section 16.06) with a
             nonforfeitable Merged Plan Benefit before satisfying the age
             requirement for such early retirement benefit, then such
             Merged Plan Participant shall be entitled, upon the
             satisfaction of such early retirement benefit age
             requirement, to receive at that time a Merged Plan Benefit
             not less than that to which he would have been entitled at
             the time he satisfied the service requirement had his Early
             Retirement Date occurred at that time.

             (c)  If a Merged Plan Participant's Retirement is deferred
   beyond his Normal Retirement Date, he shall upon actual Retirement
   receive a benefit equal to the Actuarial Equivalent of his Merged Plan
   Benefit.

             (d)  If a Merged Plan Participant Separates from Service (as
   defined in the Berol Plan for purposes of this Section 16.06), he
   shall thereupon become an Inactive Member (as defined in the Berol
   Plan for purposes of this Section 16.06), and his interest and rights
   in this Merged Plan Benefit shall be limited to those provided in this
   paragraph (d) as follows:

                  (i)  NONFORFEITABLE INTEREST.  If a Merged Plan
             Participant who accumulates at least one Hour of Service (as
             defined in the Berol Plan for purposes of this
             Section 16.06) on or after October 1, 1989 separates from
             service prior to his Normal Retirement Date after completion
             of at least the aggregate of five (A) Years of Service (as
             defined in the Berol Plan) prior to the Plan Merger Date,
             and (B) years of Vesting Service (as defined in this Plan)
             after the Plan Merger Date, his Merged Plan Benefit at that
             time shall be nonforfeitable; prior thereto, it shall be
             forfeitable.  In all events a Merged Plan Participant's
             Merged Plan Benefit shall be nonforfeitable at his Normal
             Retirement Date, his Early Retirement Date or his Postponed
             Retirement Date (as defined in the Berol Plan for purposes
             of this Section 16.06).  If a Merged Plan Participant
             separates from service with a forfeitable interest in his
             entire Merged Plan Benefit, such Merged Plan Participant
             shall not be entitled to receive payment of his Merged Plan
             Benefit.

                  (ii) PAYMENT IN THE EVENT OF SEPARATION FROM SERVICE. 
             If a Merged Plan Participant separates from service after
             completion of at least the aggregate of five (A) Years of
             Service (as defined in the Berol Plan) prior to the Plan
             Merger Date, and (B) Years of Vesting Service (as defined in
             this Plan) after the Plan Merger Date, his Merged Plan

   
<PAGE> 319

             Benefit shall be paid to him at his Normal Retirement Date,
             except as otherwise provided in subsection 16.06(b)(iii).

             (e)  If a Married Merged Plan Participant (as defined below)
   dies before his Annuity Starting Date (as defined in the Berol Plan
   for purposes of this Section 16.06) and such Merged Plan Participant
   has a nonforfeitable interest in his Merged Plan Benefit, his
   Surviving Spouse (as defined below) shall be entitled to commence
   receipt (in accordance with the terms of this Plan) of his Merged Plan
   Benefit as follows:

                  (i)  DEATH BENEFIT.  If a Married Merged Plan
             Participant who has a nonforfeitable interest in his Merged
             Plan Benefit dies prior to Retirement, his Surviving Spouse
             will be entitled to a Qualified Preretirement Survivor
             Annuity.  No other pre-retirement death benefits are
             provided under this Section 16.06.

                  (ii) QUALIFIED PRERETIREMENT SURVIVOR ANNUITY SHALL
             MEAN A SURVIVOR ANNUITY (AS DEFINED IN THE BEROL PLAN FOR
             PURPOSES OF THIS SECTION 16.06) for the life of the
             Surviving Spouse of a Married Merged Plan Participant as
             follows:

                       (A)  The payments to the Surviving Spouse under
                            such annuity shall be equal to the amounts
                            which would be payable under the Joint and
                            Survivor Annuity provided for under this
                            Section 16.06 (or the Actuarial Equivalent
                            thereof) as if:

                            (1)  in the case of a Married Merged Plan
                                 Participant who dies after the date on
                                 which the Merged Plan Participant
                                 attained the Earliest Retirement Age (as
                                 defined in the Berol Plan for purposes
                                 of this Section 16.06), such Merged Plan
                                 Participant had Retired with an
                                 immediate Joint and Survivor Annuity (as
                                 defined in the Berol Plan for purposes
                                 of this Section 16.06) on the day before
                                 the Merged Plan Participant's date of
                                 death, or

                            (2)  in the case of a Married Merged Plan
                                 Participant who dies on or before the
                                 date on which the Merged Plan
                                 Participant would have attained the
                                 Earliest Retirement Age, such Merged
                                 Plan Participant had:

   
<PAGE> 320

                                 (I)  Separated from Service on the date
                                      of death,

                                 (II) survived to the Earliest Retirement
                                      Age,

                                 (III)     Retired with an immediate
                                           Joint and Survivor Annuity at
                                           the Earliest Retirement Age,
                                           and

                                 (IV) died on the day after the day on
                                      which such Merged Plan Participant
                                      would have attained the Earliest
                                      Retirement Age.

                       (B)  The earliest period for which the Surviving
                            Spouse may receive a payment under such
                            annuity shall not be later than the month in
                            which the Merged Plan Participant would have
                            attained the Earliest Retirement Age.  If
                            payments commence before the Merged Plan
                            Participant would have attained his Normal
                            Retirement Date, the Qualified Preretirement
                            Survivor Annuity shall be reduced by one-half
                            percent (1/2%) for each month by which such
                            payment commencement date precedes the date
                            that he would have attained his Normal
                            Retirement Date.  However, the Qualified
                            Preretirement Survivor Annuity shall not be
                            reduced if payments commence on or after the
                            date that the Merged Plan Participant would
                            have attained age 62.  

                  (iii)     For purposes of this Section 16.06,
             "Surviving Spouse" shall mean a Merged Plan Participant's
             spouse who survives him.

                  (iv) For purposes of this Section 16.06, "Married
             Merged Plan Participant shall mean a Merged Plan Participant
             whose spouse would be considered a Surviving Spouse upon the
             Merged Plan Participant's death.

             (f)  A Merged Plan Participant may elect, pursuant to the
   spousal consent provisions of Section 5.01 of this Plan, any one of
   the optional forms of benefits specified in this paragraph (f) with
   respect to his Merged Plan Benefit.  Any optional form of benefit set
   forth in Article V of this Plan shall apply only to the Accrued
   Benefit earned by the Merged Plan Participant from and after the
   Benefit Accrual Date.  Any optional form of benefit or combination of
   optional forms of benefits set forth in this paragraph (f) shall be

   
<PAGE> 321

   the Actuarial Equivalent of the Merged Plan Benefit otherwise payable
   with respect to the Merged Plan Participant.

                  (i)  A Merged Plan Participant shall be entitled to
             receive his Merged Plan Benefit in a monthly annuity
             beginning on the applicable commencement date of his Merged
             Plan Benefit and continuing on the first of each month
             thereafter during his lifetime for a minimum of sixty (60)
             months.

                  (ii) The portion of the monthly annuity payable under
             subparagraph (i) above shall, in the event of a Merged Plan
             Participant's death prior to termination of the guaranteed
             monthly payments, continue to his Beneficiary (as defined in
             the Berol Plan for purposes of this Section 16.06) for the
             balance of the guaranteed period.

                  (iii)     Notwithstanding the provisions of
             subparagraphs (i) and (ii) next above, unless a Merged Plan
             Participant who has a Surviving Spouse otherwise elects or
             has elected in the manner set forth in Sections 4.06 and
             5.01 of this Plan, the Actuarial Equivalent of his Merged
             Plan Benefit shall be paid to him and after his death to his
             Surviving Spouse in the form of a monthly annuity having the
             effect of a Joint and Survivor Annuity, which shall commence
             not later than sixty (60) days after the close of the Plan
             Year in which such Merged Plan Participant's actual
             Retirement or death after attainment of his Normal
             Retirement Date but prior to Retirement occurs.

                  (iv) A Merged Plan Participant may file a written
             election, subject to the spousal consent provisions of
             Section 5.01 of this Plan, with the Pension Administrative
             Committee electing to receive his Merged Plan Benefit in one
             of the following optional forms:

                       (A)  STRAIGHT LIFE ANNUITY.  Substantially equal
                            monthly installments payable directly to the
                            Merged Plan Participant during his lifetime
                            only.

                       (B)  TEN YEARS CERTAIN.  Substantially equal
                            monthly installments payable directly to the
                            Merged Plan Participant during his lifetime
                            only, with a minimum of one hundred twenty
                            (120) monthly payments guaranteed.  The
                            portion of the monthly annuity payable shall
                            in the event of a Merged Plan Participant's
                            death prior to termination of the guaranteed
                            monthly payments continue to his Beneficiary.

   
<PAGE> 322

                       (C)  FIVE YEARS CERTAIN.  Substantially equal
                            monthly installments payable directly to the
                            Merged Plan Participant during his lifetime
                            only, with a minimum of sixty (60) monthly
                            payments guaranteed.  The portion of the
                            monthly annuity payable shall in the event of
                            a Merged Plan Participant's death prior to
                            termination of the guaranteed monthly
                            payments continue to his Beneficiary.

                       (D)  JOINT AND SURVIVOR WITH 75% OR 100%
                            CONTINUANCE ANNUITY.  Annuity payments in the
                            same amount or in an amount equal to seventy-
                            five percent (75%) of the Merged Plan
                            Participant's reduced annuity (as elected by
                            the Merged Plan Participant) shall continue
                            to his Contingent Annuitant, if surviving,
                            with the last payment to be made as of the
                            first day of the month in which the death of
                            the Merged Plan Participant's Contingent
                            Annuitant occurs.

                       (E)  CASH OPTION.  A lump sum cash payment to the
                            Merged Plan Participant that is the Actuarial
                            Equivalent of the Merged Plan Benefit
                            commencing on the Normal Retirement Date (or
                            Early Retirement Date if the Merged Plan
                            Participant has satisfied the requirements
                            for receiving his Merged Plan Benefit on an
                            Early Retirement Date).

                                 The election of any of the foregoing
                            optional forms of benefit referred to in
                            subparagraphs (A) through (E) hereof must be
                            made in advance of Early Retirement Date or
                            Normal Retirement Date, whichever is
                            applicable.

                                 After payment of a Merged Plan
                            Participant's Merged Plan Benefit has
                            commenced, no further elections, or
                            adjustments in the amount of his Merged Plan
                            Benefit, will be permitted under any
                            circumstances.  Notwithstanding anything in
                            this Section 16.06 to the contrary, no method
                            of distribution may be made that would
                            violate the minimum distribution incidental
                            benefit requirements of Section 401(a)(9) of
                            the Code.

   
<PAGE> 323

                                ARTICLE XVII

                           Actuarial Assumptions -

                     Constituent Plans and Merged Plans
                     ----------------------------------

             Effective September 1, 1996, notwithstanding anything in
   this Plan to the contrary, the following shall apply to a lump sum
   distribution of an accrued benefit earned under any of the Constituent
   Plans described in Article XIII, or of a Merged Plan Benefit described
   in Article XIV or XVI:

             (a)  For purposes of determining the Actuarial Equivalence
   of lump sum distributions made on and after September 1, 1996, the
   interest rate shall be the annual rate of interest on 30-year Treasury
   securities in effect for the second full calendar month last preceding
   the first day of the Plan Year in which the payment is made, and the
   mortality table shall be the 1983 Group Annuity Mortality Table (50%
   male and 50% female rates).  For purposes of this Article XVII, "Plan
   Year" shall mean the Plan Year, as defined immediately prior to the
   applicable Merger Date or Plan Merger Date, in the Constituent Plan or
   Merged Plan with respect to which the distribution is made.

             (b)  Notwithstanding anything to the contrary in
   paragraph (a) next above:

             (1) any determination of Actuarial Equivalence made pursuant
        to this Article XVII on and after September 1, 1996 and prior to
        September 1, 1997, shall use the annual rate of interest on 30-
        year Treasury securities in effect either (A) for the second full
        calendar month last preceding the first day of the Plan Year in
        which the distribution is made, or (B) on the date that the
        applicable interest rate would have been determined prior to
        September 1, 1996 under the applicable Constituent Plan or Merged
        Plan, whichever results in the larger payment.

             (2)  The Actuarial Equivalent of a lump sum distribution
        under the Anchor Hocking Salaried Plan, the Anchor Hocking
        Salaried Plan-Hourly Part, the Goody Salaried Plan or the Berol
        Plan, shall not be less than the greater of:

                  (i)  The Actuarial Equivalent determined using the
             interest rate (other than the interest rate used by the
             Pension Benefit Guaranty Corporation for purposes of
             determining the present value of a lump sum distribution on
             plan termination), and the associated mortality table, that
             were used to determine Actuarial Equivalence of lump sum
             distributions prior to September 1, 1996 under the
             applicable Constituent Plan or Merged Plan; or

   
<PAGE> 324

                  (ii) The Actuarial Equivalent determined pursuant to
             paragraph (a) or subparagraph (b)(1) of this Article XVII.



             IN WITNESS WHEREOF, the Company has caused the Plan to be
   executed in its name by its duly authorized officer this 29th day of
   December, 1996, effective as of the first day of September,
   1996.



                                 NEWELL OPERATING COMPANY



                                 By:_____________________________________

   
<PAGE> 325

                                  EXHIBIT A
                                  ---------

   
<TABLE>
   <CAPTION>
     
                                                (1)                             (2)
                                         HOURS OF SERVICE,
                                        ELIGIBILITY YEAR OF
                                            SERVICE AND                       CREDITED
     COMPANY OR DIVISION                  VESTING SERVICE                     SERVICE 
     -------------------                  ----------------                     --------
     <S>                               <C>                                    <C>
     Amerock                           Date of Hire*(1)                       January 1, 1989

     Anchor Hocking                    Date of Hire*(1)                       January 1, 1989

     Anchor Hocking Plastics           Date of Hire*(1)                       January 1, 1989

     BernzOmatic (3)                   April 1, 1982                          September 1, 1982

     Berol                             Date of Hire*                          April 1, 1996

     Bulldog Jordan

        Memphis, TN                    Date of Hire*                          Date of Hire

        Ogdensburg, NY                 February 1, 1949                       February 1, 1965

     Dorfile

        Los Angeles                    December 1, 1978                       January 1, 1980

        Memphis, TN                    April 16, 1969                         January 1, 1973

     EZ Paintr (Masterset)             March 31, 1973                         January 1, 1975

     EZ Paintr (Thomas)                Date of Hire*                          December 5, 1988

     Faber-Castell                     Date of Hire*                          January 1, 1996

     Foley                             Date of Hire*                          July 1, 1985

     Goody                             Date of Hire*                          January 1, 1995

     Intercraft                        Date of Hire*                          January 1, 1994

     Lapcor Plastics                   Date of Hire*                          April 1, 1984

     Lee Rowan                         Date of Hire*                          January 1, 1994

     Mirro                             Date of Hire*                          September 1, 1983


     
<PAGE> 326


     Newell Corporate &
        Window Furnishings             February 1, 1949                       January 1, 1973(2)

     Newell Office Products
        (formerly W.T. Rogers)         Date of Hire*                          January 1, 1993

     Rema                              Date of Hire*                          January 1, 1989

     Sanford                           Date of Hire*(1)                       January 1, 1993

     Stuart Hall                       Date of Hire*                          January 1, 1995

     Systemworks                       Date of Hire*                          January 1, 1995



   (1)  The later of Date of Hire or Vesting Service date under a Prior
        Plan.

   
<PAGE> 327

                              EXHIBIT A (cont.)
                              -----------------


   (2)  Benefit Service earned back to February 1, 1949 is counted if, at
        all times before 1973 Employee was eligible to contribute to the
        Plan, he made the required contributions.  If Employee was not
        eligible to contribute to the Plan before 1973 (for example,
        because he did not meet the age requirements), all pre-1973
        service will be included when when determining Credited Service. 
        If before 1973, Employee did not make the full required
        contribution to the Plan at any time he was eligible, only one
        period of pre-1973 service may be included in Credited Service. 
        This is the continuous period immediately before January 1, 1973
        when Employee contributed the full amount to the Plan.

   (3)  For (i) each individual who is an active employee of the
        BernzOmatic Division of the Company at any time on or after
        June 1, 1995, and (ii) each former employee of the BernzOmatic
        Division of the Company who is entitled to a benefit under
        Section 4.04, the payment of which has not commenced prior to
        June 1, 1995, solely for purposes of determining such
        Participants' Vesting Service for purposes of (i) the definition
        of Early Retirement Date in Article II, (ii) the second sentence
        of Subsection 4.05(a) of the Plan, and (iii) determining the
        commencement and amount of a Qualified Preretirement Survivor
        Annuity pursuant to Subsection 4.07(a) of the Plan, such
        individuals shall receive credit for periods of employment with
        the Company or an Affiliated Company prior to and from and after
        April 1, 1982, and for periods of employment with BernzOmatic
        Corporation prior to April 1, 1982.

   *    Date of Hire refers to original employment date with Employer.


   
<PAGE> 328

                             AMENDMENT I TO THE
           NEWELL PENSION PLAN FOR SALARIED AND CLERICAL EMPLOYEES
          --------------------------------------------------------
         (As Amended and Restated Effective as of September 1, 1996)


        WHEREAS, Newell Operating Company (the "Company") maintains the
   Newell Pension Plan for Salaried and Clerical Employees, as amended
   and restated effective as of September 1, 1996 (the "Plan"); and

        WHEREAS, the Goody Products, Inc. Pension Plan for Salaried
   Employees (the "Goody Salaried Plan") was merged into the Plan,
   effective January 1, 1995; 

        NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power
   reserved to the Board of Directors of the Company by Section 10.02 of
   the Plan, the Plan is hereby amended, effective as of January 1, 1997,
   as follows:

        1.   By adding the following new Sub-section 16.03(h) immediately
   following section 16.03(g) thereof:

        "16.03(H) SPECIAL PROVISION RELATING TO MERGED PLAN
        PARTICIPANTS WHOSE EMPLOYMENT AT GOODY PRODUCTS, INC.
        TERMINATED BETWEEN NOVEMBER 17, 1993, AND DECEMBER 31, 1994.

        (i)  Solely for purposes of calculating the Merged Plan
             Benefit of those Merged Plan Participants who formerly
             participated in the Goody Salaried Plan, whose
             employment with Goody terminated between November 17,
             1993 and December 31, 1994, and who received severance
             pay pursuant to the Amended and Restated Goody
             Products, Inc. Special Severance Policy (the "Severance
             Policy") (hereinafter referred to as the "Goody Severed
             Participants"), the term  Hour of 'Service' (as defined
             in Section 2.17 and applied in Section 3.02 of the
             Goody Salaried Plan) shall include any hour following
             termination of employment with Goody for which a Goody
             Severed Participant is paid or entitled to payment
             pursuant to the Severance Policy, and the term  Final
             Average 'Salary' (as defined in Section 2.16 and applied
             in Section 6.01 of the Goody Salaried Plan) shall be
             calculated with reference to the five consecutive years
             yielding the highest average within the ten year period
             ending on the last day for which the Goody Severed
             Participant received severance pay pursuant to the
             Severance Policy. 

        (ii) As soon as practicable, the Plan will recalculate the
             Merged Plan Benefit (the "Recalculated Merged Plan
             Benefit") of each Goody Severed Participant in
             accordance with the terms of subparagraph (i) hereof
             and will notify each such participant of his or her
             Recalculated Merged Plan Benefit.  As soon as
             practicable, the Plan will also make a lump sum payment


   
<PAGE> 329

             equal in amount to the difference between the aggregate
             amount of Merged Plan Benefit payments already made to
             such participant and the amount such participant would
             have received if such payments had been based upon his
             or her Recalculated Merged Plan Benefit.


             IN WITNESS WHEREOF, this Amendment I to the Plan has been
   executed on this 2nd day of April, 1997.

                                 NEWELL OPERATING COMPANY



                                 By:

                                 ________________________________________


                                 Title:

                                 ________________________________________



   
<PAGE> 330

                           FIRST AMENDMENT TO THE
                      NEWELL PENSION PLAN FOR SALARIED
                           AND CLERICAL EMPLOYEES
         (As Amended and Restated Effective as of September 1, 1996)


        WHEREAS, Newell Operating Company (the "Company") maintains the
   Newell Pension Plan for Salaried and Clerical Employees (As Amended
   and Restated Effective as of September 1, 1996) (the "Plan"); and

        WHEREAS, the Company has reserved the right to amend the Plan and
   now deems it appropriate to do so;

        NOW, THEREFORE, the Plan is hereby amended in the following
   respects effective as of the dates specified herein and with respect
   to each participant who earns an hour of service on or after the
   applicable effective date:

   1.   Exhibit A to the Plan is hereby amended, effective as of May 30,
        1995 to add the following Company:


                                Hours of Service,
                                Eligibility Year
                                 of Service and 
         Company or Division     Vesting Service      Credited Service
         -------------------     ---------------      ----------------

             Kirsch, Inc.         Date of Hire          May 30, 1997


        IN WITNESS WHEREOF, the Company has caused this First Amendment
   to be executed on its behalf, by its officer duly authorized, this
   29th day of May, 1997.

                                           NEWELL OPERATING COMPANY



                                           By:___________________________



   
<PAGE> 331

                             AMENDMENT II TO THE
           NEWELL PENSION PLAN FOR SALARIED AND CLERICAL EMPLOYEES
           -------------------------------------------------------
         (As Amended and Restated Effective as of September 1, 1996)


        WHEREAS, Newell Operating Company (the "Company") maintains the
   Newell Pension Plan for Salaried and Clerical Employees, as amended
   and restated effective as of September 1, 1996 (the "Plan"); 

        WHEREAS, the Goody Products, Inc. Pension Plan for Salaried
   Employees (the "Goody Salaried Plan") was merged into the Plan,
   effective January 1, 1995; and 

        WHEREAS, the Plan previously was amended by virtue of an
   amendment titled "Amendment I," and the Company now deems it
   appropriate to further amend the Plan to clarify the operation of
   Amendment I:

        NOW, THEREFORE, IT IS RESOLVED that, pursuant to the power
   reserved to the Board of Directors of the Company by Section 10.02 of
   the Plan, the Plan is hereby amended, effective as of January 1, 1997,
   as follows:

        1.   By adding the following new subparagraph (iii) to subsection
   16.03(h) which was added to the Plan by virtue of Amendment I thereof:

        (iii)     If, prior to the implementation of Amendment I, a Goody
                  Severed Participant received a mandatory cash out
                  pursuant to subsection 4.15(a) of the Plan or Section
                  7.04 of the Goody Salaried Plan, but, as a result of
                  the recalculation of the Merged Plan Benefit as
                  described in subparagraphs (i) and (ii) of this
                  subsection 16.03(h), the Actuarial Equivalent of such
                  Goody Severed Participant's Recalculated Merged Plan
                  Benefit exceeds $3,500, then with respect to that
                  portion of the Recalculated Merged Plan Benefit that
                  the Goody Severed Participant has not yet received, the
                  Goody Severed Participant may elect, pursuant to the
                  spousal consent provisions of Section 5.01 of the Plan,
                  to receive payment of such portion in a lump sum.  In
                  such event, the Pension Administrative Committee shall
                  distribute the Actuarial Equivalent of such portion of
                  the Recalculated Merged Plan Benefit to the Goody
                  Severed Participant as soon as administratively
                  feasible after receipt of such election.  In the
                  absence of such election, the unpaid portion of the
                  Recalculated Merged Plan Benefit of the Goody Severed
                  Participant will be paid as described in Section 4.06
                  and subsections 16.03 (f) and (g) of the Plan. 


   
<PAGE> 332

             IN WITNESS WHEREOF, this Amendment II to the Plan has been
   executed on this 8th day of October, 1997.

                                 NEWELL OPERATING COMPANY


                                 By:

                                 _________________________________


                                 Title:


                                 _________________________________


   
<PAGE> 333

                             AMENDMENT IV TO THE
                      NEWELL PENSION PLAN FOR SALARIED
                           AND CLERICAL EMPLOYEES
         (As Amended and Restated Effective as of September 1, 1996)


        WHEREAS, Newell Operating Company (the "Company") maintains the
   Newell Pension Plan for Salaried and Clerical Employees (As Amended
   and Restated Effective as of September 1, 1996) (the "Plan"); and

        WHEREAS, the Company has reserved the right to amend the Plan and
   now deems it appropriate to do so;

        NOW, THEREFORE, the Plan is hereby amended in the following
   respects effective as of the date specified herein and with respect to
   each participant who earns an hour of service on or after the
   applicable effective date:

   1.   Exhibit A to the Plan is hereby amended, effective as of May 1,
        1998, by adding the following Divisions:

                                       Hours of Service,
                                       Eligibility Year
                                       of Service and       Credited
         Company or Division           Vesting Service      Service
         -------------------           ---------------      -------

         Intercraft at Covington, TN   Date of Hire*        May 30, 1997
         Levolor Home Fashions         Date of Hire*        July 1, 1998


        IN WITNESS WHEREOF, the Company has caused this Fourth Amendment
   to be executed on its behalf, by its officer duly authorized, this
   15th day of June, 1998.

                                           NEWELL OPERATING COMPANY



                                           By:___________________________

   
</TABLE>




   
                                                             EXHIBIT 10.7

                                                                 11/10/94

















                                   NEWELL
                  PENSION PLAN FOR FACTORY AND DISTRIBUTION
                            HOURLY PAID EMPLOYEES





             (As Amended and Restated Effective January 1, 1989)



   
<PAGE> 335



                                   NEWELL
                                   ------

                  PENSION PLAN FOR FACTORY AND DISTRIBUTION
                            HOURLY PAID EMPLOYEES
                            ---------------------

             (As Amended and Restated Effective January 1, 1989)

        WHEREAS, Anchor Hocking Corporation established the Pension Plan
   for Hourly Paid Employees of Shenango China Division of Anchor Hocking
   Corporation ("Plan");

        WHEREAS, the Plan was subsequently amended from time to time, and
   was most recently amended on August 22, 1988;

        WHEREAS, Newell Co., the parent of the Company, acquired Anchor
   Hocking Corporation and assumed the Plan, effective July 2, 1987;

        WHEREAS, effective September 1, 1991, the following retirement
   plans were merged into the Plan: the Amerock Corporation Supplemental
   Retirement Benefit Plan, the Anchor Hocking Service Retirement Plan
   For Hourly Employees, the Newell Pension Plan for Factory and
   Distribution Hourly Paid Employees and the Phoenix Hourly Plan;

        WHEREAS, effective December 1, 1992, the following Retirement
   Plans were merged into the Plan: the Sanford Corporation Union Pension
   Plan, and the Sanford Corporation Retirement Plan for Non-Bargaining
   Hourly Employees
 of Sterling Plastics;

        WHEREAS, each of the Plans merged into the Plan was maintained by
   the Company or an Affiliated Company; and

        WHEREAS, the Company now deems it advisable to amend and restate
   the Plan in its entirety, and to change the name of the Plan to be the
   "Newell Pension Plan for Factory and Distribution Hourly Paid
   Employees;

        NOW THEREFORE, BE IT RESOLVED, that the Plan is hereby amended
   and restated, effective January 1, 1989, except as otherwise
   indicated, to reflect the aforementioned mergers and to read as
   follows:


                                  ARTICLE I

                     PURPOSE, INTENT AND EFFECTIVE DATES
                     -----------------------------------

             1.01  PURPOSE.  The Company has established and maintains
   the Newell Pension Plan for Factory and Distribution Hourly Paid
   Employees to aid its eligible employees to attain a greater degree of
   post-retirement financial security for themselves and their families.


   
<PAGE> 336

             1.02  INTENT.  The Company intends that the Plan, as set
   forth in this amendment and restatement, and as it may from time to
   time be further amended, shall constitute a qualified Plan under the
   provisions of Section 401(a) (and further or successor applicable
   provisions) of the Code and shall be in full compliance with the
   provisions of ERISA.  The Company intends that the Plan shall continue
   to be maintained by it for the above purposes indefinitely, subject
   always, however, to the rights reserved in the Company to amend and
   terminate as hereinbelow set forth.

             1.03  EMPLOYEES TERMINATED PRIOR TO JANUARY 1, 1989.  The
   provisions of the Plan as Amended and Restated Effective January 1,
   1989, shall not be applicable to any employee of the Company or an
   Affiliated Company whose employment terminated prior to January 1,
   1989, except as otherwise provided herein.  The rights of any such
   person to receive benefits, if any, under the Plan, and the amount of
   and conditions under which such benefits shall be payable, shall be
   determined in accordance with the provisions of the Plan or such other
   retirement plan, if any, as may have been applicable to the employee
   as in effect on the date of his termination of employment.  The
   benefits of each person who terminated employment with the Company and
   all Affiliated Companies prior to the date on which the plan in which
   such person participated on the date of his termination of employment
   was merged into this Plan, shall not be determined under this Plan,
   but shall be determined under the provisions of the plan in which such
   person was a participant as in effect on the date such person
   terminated employment.


                                 ARTICLE II

                                 DEFINITIONS
                                 -----------

             The following terms, when used herein and initially
   capitalized as below indicated, shall, unless otherwise expressly
   provided, have the following respective meaning:

             "Accrued Benefit" when used in reference to a Participant as
   of any given date means his Normal Retirement Benefit determined as
   set forth in Section 4.01 hereof based on Credited Service through
   such given date.  The Accrued Benefit of a Participant attributable to
   his own contributions shall be his accumulated contributions with
   Credited Interest compounded annually to the date of determination,
   multiplied by ten percent (10%) to convert such amount to an annual
   benefit under a straight-life annuity without ancillary benefits. 
   Unless otherwise provided under the Plan, each Section 401(a)(17)
   Employee's Accrued Benefit under this Plan will be the greater of the
   Accrued Benefit determined for the Employee under (a) or (b) below:

             (a)  the Employee's Accrued Benefit determined with respect
        to the benefit formula set forth in Section 4.01, applicable for
        the Plan Year beginning on January 1, 1994, as applied to the
        Employee's total years of Credited Service taken into account
        under the Plan for the purposes of benefit accruals, or


   
<PAGE> 337

             (b)  the sum of:

                  (i)  the Employee's Accrued Benefit as of the last day
             of the last Plan Year beginning before January 1, 1994,
             frozen in accordance with Section 1.401(a)(4)-13 of the
             regulations, and

                  (ii) the Employee's Accrued Benefit determined under
             the benefit formula set forth in Section 4.01, applicable
             for the Plan Year beginning on January 1, 1994, as applied
             to the Employee's total years of Credited Service taken into
             account under the Plan for Plan Years beginning on or after
             January 1, 1994, for purposes of benefit accruals.  

             For purposes of this paragraph (b) an Employee's total years
             of Credited Service will be considered in determining the
             30-year maximum set forth in Section 4.01.

        A Section 401(a)(17) Employee means an Employee whose current
   Accrued Benefit as of a date on or after the first day of the first
   Plan Year beginning on or after January 1, 1994, is based on
   Compensation for a year beginning prior to the first day of the first
   Plan Year beginning on or after January 1, 1994, that exceeded
   $150,000.

             "Actuarial (or Actuarially) Equivalent" means the equality
   in value of the aggregate amounts expected to be received under
   different forms of payment, determined on the basis of the assumptions
   and methods set forth in Section 5.05 below.

             "Actuary" means an actuary who is enrolled by the Joint
   Board for the Enrollment of Actuaries established under ERISA and who
   is selected by the Company from time to time to provide the actuarial
   reports and perform the actuarial services for the Plan.

             "Affiliated Company" means:  (i) any corporation which is a
   member of a controlled group of corporations (as defined in
   Section 414(b) of the Code) which includes the Company; (ii) any trade
   or business, whether or not incorporated, which is under common
   control (as defined in Section 414(c) of the Code) with the Company;
   and (iii) any member of an affiliated service group (as defined in
   Section 414(m) of the Code), which includes the Company.

             "Beneficiary" means the person or persons entitled to
   receive benefits under the Plan by reason of the death of a
   Participant.

             "Board" means the Board of Directors of the Company as from
   time to time constituted.

             "Break in Service" means the period of an Employee's absence
   from active employment commencing upon his Severance Date from all
   Employers and ending (if at all) when he again performs an Hour of
   Service, within the meaning of the first clause (i) of the definition
   of "Hour of Service."


   
<PAGE> 338

             "Code" means the Internal Revenue Code of 1986, as from time
   to time amended.

             "Company" means Newell Operating Company (formerly known as
   Newell Co., Newell Companies, Inc., Newell National Co. and Newell
   Mfg. Co.), a Delaware corporation and its predecessor, Newell Mfg. Co.
   (formerly known as Western Newell Mfg. Co.), an Illinois corporation.

             "Covered Compensation" means the annual basic compensation
   of a Participant from a Participating Employer for the relevant period
   for services rendered to the Participating Employer in any Plan Year,
   including straight-time wages for regular work week time, and any
   amounts withheld pursuant to the Newell Long-Term Savings and
   Investment Plan or the Newell Flexible Benefits Account Plan, but
   excluding bonuses, all shift premiums and overtime, and benefits under
   this Plan or any other employee benefit plan.  In no event shall the
   compensation of a Participant taken into account under the Plan for
   any Plan Year commencing after December 31, 1988 and prior to January
   1, 1994, exceed $200,000 (or such greater amount provided pursuant to
   Section 401(a)(17) of the Code).  In addition to other applicable
   limitations set forth in the Plan, and notwithstanding any other
   provision of the Plan to the contrary, for Plan Years beginning on or
   after January 1, 1994, the annual compensation of each Employee taken
   into account under the Plan shall not exceed the OBRA '93 annual
   compensation limit.  The OBRA '93 annual compensation limit is
   $150,000, as adjusted by the Commissioner for increases in the cost of
   living in accordance with Section 401(a)(17)(B) of the Code.  The
   cost-of-living adjustment in effect for a calendar year applies to any
   period, not exceeding 12 months, over which compensation is determined
   (determination period) beginning in such calendar year.  If a
   determination period consists of fewer than 12 months, the OBRA '93
   annual compensation limit will be multiplied by a fraction, the
   numerator of which is the number of months in the determination
   period, and the denominator of which is 12.  For Plan Years beginning
   on or after January 1, 1994, any reference in this Plan to the
   limitation under Section 401(a)(17) of the Code shall mean the OBRA
   '93 annual compensation limit set forth in this provision.  If
   compensation for any prior determination period is taken into account
   in determining an Employee's benefits accruing in the current Plan
   Year, the compensation for that prior determination period is subject
   to the OBRA '93 annual compensation limit in effect for that prior
   determination period.  For this purpose, for determination periods
   beginning before the first day of the Plan Year beginning on January
   1, 1994, the OBRA '93 annual compensation limit is $150,000.

             "Credited Interest" means interest compounded annually at
   the rate of three percent (3%) per annum through December 31, 1972, at
   four percent (4%) per annum from January 1, 1973 through December 31,
   1975, at five percent (5%) per annum from January 1, 1976 through
   December 31, 1987, and beginning January 1, 1988, at 120% per annum of
   the mid-term applicable Federal rate (AFR) (as in effect under Section
   1274 of the Code for the first month of the Plan Year) established by
   the Secretary of the Treasury pursuant to Section 204(c)(2)(C)(iii) of
   ERISA, on the aggregate amount from time to time of a Participant's
   contributions to the Plan.


   
<PAGE> 339

             "Credited Service" means all service of an Employee, while
   on a nonclerical hourly-paid basis with a Participating Employer (on
   and after the date specified in column 2 of Exhibit A hereto) that is
   included in a period of Vesting Service, and that is completed while
   the Employee is a Participant or during such Employee's Eligibility
   Year of Service; SUBJECT, HOWEVER, to the following special rules:

             (a)  Credited Service will not include any service prior to
        January 1, 1973 if the Employee was eligible to contribute to
        this Plan at any time prior to January 1, 1973 and failed to
        contribute the full amount required to this Plan; except that
        Credited Service will include any period of service immediately
        prior to January 1, 1973, when the Employee was contributing the
        full amount required to this Plan.

             (b)  Credited Service will not include any period of service
        during which an Employee is included in a unit of employees
        covered by a collective bargaining agreement for which retirement
        benefits were a subject of good faith negotiations, unless such
        collective bargaining agreement provides for the participation of
        such Employees in this Plan.

             (c)  Credited Service will not include leaves of absence
        granted by an Employer to an Employee on and after August 5,
        1993, pursuant to the Family and Medical Leave Act, regardless of
        whether the Employee returns to work for an Employer at the end
        of such leave of absence.

             "Early Retirement Date" means the first day of the calendar
   month following the month in which a Participant completes at least
   fifteen (15) years of Vesting Service, attains age sixty (60) and
   elects, by written notice delivered to the Pension Administrative
   Committee at least thirty (30) days in advance of such Date, to Retire
   prior to his Normal Retirement Date.

             "Effective Date" means January 1, 1989.

             "Eligibility Commencement Date" when used in reference to an
   Employee means the later of the Effective Date and the first day
   thereafter on which he meets all of the following requirements:

             (a)  He is employed on a nonclerical hourly-paid basis by a
        Participating Employer (after it becomes a Participating
        Employer);

             (b)  He is not included in a unit of employees covered by a
        collective bargaining agreement for which retirement benefits
        were a subject of good faith negotiations, unless such collective
        bargaining agreement provides for the participation of such
        Employees in this Plan; and

             (c)  He has completed an Eligibility Year of Service.

             "Eligibility Year of Service" means the twelve (12) month
   period, commencing with the later of (a) the date an Employee first


   
<PAGE> 340

   performs an Hour of Service for an Employer or an Affiliated Company
   (whether or not it is a Participating Employer), and (b) the date
   specified in column 1 of Exhibit A hereto, during which he completes
   at least 1,000 Hours of Service, or if he does not complete 1,000
   Hours of Service during such twelve (12) month period, then the first
   Plan Year ending thereafter in which he does complete 1,000 Hours of
   Service.  Eligibility Years of Service shall include leaves of absence
   granted by an Employer or an Affiliated Company to an Employee on and
   after August 5, 1993 pursuant to the Family and Medical Leave Act, if
   the Employee returns to work for an Employer or an Affiliated Company
   at the end of such leave of absence.

             "Eligible Spouse" means a person to whom a Participant is
   legally married on the date benefit payments commence under
   Section 4.01 (Normal), 4.02 (Postponed), 4.03 (Early) or 4.04
   (Vested).

             "Employee" means each person, officer or otherwise, in an
   employee-employer relationship with an Employer.

             "Employer" means (i) the Company's corporate management
   group, (ii) each operating division of the Company, and (iii) each
   Affiliated Company, whether or not it is a Participating Employer.

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

             "Excess Compensation" means that part of the Covered
   Compensation (as defined above) of a Participant for a Plan Year that
   exceeds $25,000.  If a Participant's employment begins or ends during
   a Plan Year, his Excess Compensation shall be determined by assuming
   that he had Covered Compensation for the entire Plan Year at the same
   rate as yields his actual Covered Compensation for so much of the Plan
   Year as he was an Employee.

             "Forfeiture" means the Accrued Benefit of a Participant to
   which he (or his Beneficiary) does not become entitled upon a
   Severance Date and which is thus forfeited pursuant to Section 4.10
   below.

             "Fund" means the entire trust fund from time to time held by
   the Trustees pursuant to the Trust for the purposes of this Plan.

             "Hour of Service" means:

                  (i)  each hour for which an Employee is paid or
             entitled to payment for the performance of duties for an
             Employer on and after the later of (i) the date the Employee
             is first hired by an Employer, and (ii) the date specified
             in column (1) of Exhibit A hereto with respect to such
             Employer (provided that, if no date is specified in such
             column with respect to an Employer, the date on which such
             Employer became an Affiliated Company shall be utilized for
             purposes of this clause (ii)); and



   
<PAGE> 341

                  (ii)  each hour for which an Employee is directly or
             indirectly paid by an Employer or is entitled to payment
             from an Employer during which no duties are performed by
             reason of vacation, holiday, illness, incapacity (including
             disability), layoff, jury duty, military duty or leave of
             absence (but not in excess of 501 hours in any continuous
             period during which no duties are performed), on and after
             the later of (i) the date the Employee is first hired by an
             Employer, and (ii) the date specified in column (1) of
             Exhibit A hereto with respect to such Employer (provided
             that, if no date is specified in such column with respect to
             an Employer, the date on which such Employer became an
             Affiliated Company shall be utilized for purposes of this
             clause (ii)).

   Each Hour of Service for which back pay, irrespective of mitigation of
   damages, is either awarded or agreed to by an Employer shall be
   included under either subsection (i) or (ii) above as may be
   appropriate.  Hours of Service shall be credited:
             (a)  in the case of Hours referred to in subsection (i)
        above, for the computation period in which the duties are
        performed;

             (b)  in the case of Hours referred to in subsection (ii)
        above, for the computation period or periods in which the period
        during which no duties are performed occurs; and

             (c)  in the case of Hours for which back pay is awarded or
        agreed to by an Employer, for the computation period or periods
        to which the award or agreement pertains rather than to the
        computation period in which the award, agreement or payment is
        made.

             If an Employee is paid for reasons other than the
   performance of duties pursuant to subsection (ii) above:  (i) in the
   case of a payment made or due which is calculated on the basis of
   units of time, an Employee shall be credited with the number of
   regularly scheduled working hours included in the units of time on the
   basis of which the payment is calculated; and (ii) an Employee without
   a regular work schedule shall be credited with eight (8) Hours of
   Service per day (to a maximum of forty (40) Hours of Service per week)
   for each day that the Employee is so paid.  Hours of Service shall be
   calculated in accordance with Department of Labor Regulations Section
   2530.200b-2 or any future legislation or regulation that amends,
   supplements or supersedes said section.  Persons described in
   subsection (c) of the definition of "Vesting Service" (subject,
   however, to the limitation of that subsection) shall be treated as
   Employees of an Employer for purposes of calculating Hours of Service.

             "Leased Employee" means a person who is not employed by an
   Employer but who performs services for an Employer pursuant to an
   agreement between the Employer and a leasing organization after such
   person performs such services on a substantially full-time basis for a
   twelve-month period, provided that the services are of the type
   historically performed by employees in the business field.  Subject to



   
<PAGE> 342

   the provisions of subsection (c) of the definition of "Vesting
   Service" and the last sentence of the definition of "Hour of Service,"
   a Leased Employee of an Employer shall not be considered an Employee
   for purposes of the Plan.

             "Named Fiduciary" means the entity which has ultimate
   authority to control and manage the operation and administration of
   the Plan and in this Plan means the Company as set forth in Section
   8.01 below.

             "Normal Retirement Benefit" when used in reference to a
   Participant means his normal retirement benefit, if any, determined as
   set forth in Section 4.01.

             "Normal Retirement Date" means the first day of the calendar
   month following a Participant's sixty-fifth (65th) birthday.  A
   Participant's Accrued Benefit shall be nonforfeitable on his sixty
   fifth (65th) birthday. 

             "Participant" means an Employee or a former Employee who is
   described as a Participant under Article III of the Plan.

             "Participating Employer" means the Company and (i) each
   Employer whose Employees participated in a Prior Plan immediately
   prior to the Effective Date; and (ii) each other Employer (A) to which
   the Board has extended this Plan by resolution specifying the date on
   which this Plan becomes effective as to that Employer, and (B) if that
   other Employer is separately incorporated, which has adopted this Plan
   as its own plan by resolution of its board of directors.  Each
   Employer that is a Participating Employer is identified on Exhibit A
   to this Plan, together with the date on and after which Hours of
   Service, an Eligibility Year of Service, Vesting Service and Credited
   Service shall be counted with respect to such Participating Employer.

             "Pension Administrative Committee" means the Plan
   administrative committee referred to in Article VIII hereof as from
   time to time constituted.

             "Pension Finance Committee" means the Plan finance committee
   referred to in Article VIII hereof as from time to time constituted.

             "Plan" means the NEWELL PENSION PLAN FOR FACTORY AND
   DISTRIBUTION HOURLY PAID EMPLOYEES, as amended and restated effective
   January 1, 1989, as herein set forth and as from time to time amended
   and includes also the WESTERN NEWELL MFG. CO. PENSION PLAN, as
   established February 1, 1949, and successive amendments thereto and
   restatements thereof.

             "Plan Year" means the fiscal year of the Plan and of the
   Trust and, until changed, shall begin January 1 and end December 31 of
   each year.

             "Postponed Retirement Date" when used in reference to a
   Participant means the date, following his Normal Retirement Date, on
   which he Retires.



   
<PAGE> 343

             "Prior Plan" means any of the following:

                  (i)  Anchor Hocking Service Retirement Plan for Hourly
             Employees;

                  (ii)  Amerock Corporation Supplemental Retirement
             Benefit Plan;

                  (iii)  Sanford Corporation Union Pension Plan;

                  (iv)  Sanford Corporation Retirement Plan for Non-
             Bargaining Hourly Employees of Sterling Plastics;

                  (v)  Phoenix Hourly Retirement Plan; and

                  (vi) Pension Plan For Hourly Paid Employees of Shenango
             China Division of Anchor Hocking Corporation.

             "Qualified Joint and Survivor Annuity" means a monthly
   annuity for the life of the Participant with a survivor annuity for
   the life of his Eligible Spouse, the monthly payments of which are
   equal to one-half of the monthly amount paid or payable to the
   Participant.

             "Retirement" or "Retires" or "Retiring" means the first day
   of the calendar month following the termination of a Participant's
   service with an Employer when he is entitled to a normal, postponed,
   or early retirement benefit under Article IV hereof.

             "Severance Date" means the earlier of:

                  (i)  the date the employment of an Employee terminates
             by reason of quitting, Retirement, death or discharge; and

                  (ii)  the first anniversary of the first date of an
             absence from the performance of duties as an Employee (with
             or without pay) for any other reason (such as vacation,
             holidays, sickness, disability, leave of absence or layoff).

             If any Employee who is absent from work because of (i) the
   Employee's pregnancy, (ii) the birth of the Employee's child,
   (iii) the placement of a child with the Employee in connection with
   the Employee's adoption of the child, or (iv) caring for such child
   immediately following such birth or placement, shall be absent for
   such reason beyond the first anniversary of the first date of absence,
   his Severance Date shall be the second anniversary of the first day of
   such absence, provided that the Employee furnishes to the Pension
   Administrative Committee such timely information that the Pension
   Administrative Committee may reasonably require to establish (A) that
   the absence from work is for one of the reasons specified in clauses
   (i) through (iv), and (B) the number of days for which there was such
   an absence.  Notwithstanding anything to the contrary contained
   herein, in no event shall the period between the first and second
   anniversary of the first day of such absence be counted as a period of


   
<PAGE> 344

   employment for purposes of calculating Vesting Service or Credited
   Service.

             "Spouse" means an Eligible Spouse or a Surviving Spouse.

             "Surviving Spouse"  means a person to whom a Participant is
   legally married for at least the one (1) year period ending on the
   Participant's date of death.

             "Trust" means the Newell Co. Master Retirement Trust as set
   forth in the Trust Agreement entered into on July 1, 1989, by and
   between the Company and The Northern Trust Company, as Trustee, as the
   same may from time to time be amended.

             "Trustees" means the individual trustee under the Trust, or
   any successor trustee or trustees under the provisions of the Trust.

             "Vesting Service" means all service of an Employee with an
   Employer or an Affiliated Company, based on calendar months, counted
   from the earlier of (A) the later of (i) the date the Employee is
   first hired by an Employer or an Affiliated Company, and (ii) the date
   specified in column 1 of Exhibit A hereto with respect to such
   Employer (provided that, if no date is specified in such column with
   respect to an Employer, the date on which such Employer became an
   Affiliated Company shall be utilized for purposes of this clause
   (ii)), and (B) the date on which the Employee began accruing Vesting
   Service under a Prior Plan, to his last Severance Date; SUBJECT,
   HOWEVER, to the following special rules:

             (a)  Breaks in Service will be excluded in determining
        Vesting Service, except that a Break in Service incurred when an
        Employee quits, Retires, or is discharged will not be excluded if
        the Employee returns to the performance of duties as an Employee
        of an Employer prior to the first anniversary of his absence from
        the performance of duties; provided that if such Break in Service
        commenced while the Employee was absent from the performance of
        duties for one of the reasons described in paragraph (ii) of the
        definition of "Severance Date," the Break in Service will only
        not be excluded if it is incurred, and the Employee returns to
        the performance of duties as an Employee of an Employer, prior to
        the first anniversary of his absence from the performance of
        duties.

             (b)  For an Employee who is entitled to any portion of his
        Accrued Benefit in accordance with Article IV or Article XII
        hereof, service which would otherwise be Vesting Service which
        occurs before a Break in Service of at least twelve (12)
        consecutive months will be included in determining Vesting
        Service if the Employee completes one Eligibility Year of Service
        after the date on which the Break in Service ends.

             (c)  For an Employee who is not entitled to any portion of
        his Accrued Benefit in accordance with Article IV or Article XII
        hereof, service which would otherwise be Vesting Service which
        occurs before a Break in Service of at least twelve (12) consecu-


   
<PAGE> 345

        tive months will be included in determining Vesting Service if
        the Employee completes one year of Eligibility Service after the
        date on which the Break in Service ends; provided that in no
        event will such service be included in determining Vesting
        Service if the length of the Break in Service exceeds:  (i) if
        the Break in Service commenced before January 1, 1985, the length
        of the prior Vesting Service (determined after applying this same
        rule to such prior Vesting Service) or (ii) if the Break in Ser-
        vice commenced after December 31, 1984, the greater of the period
        determined under clause (i) or five (5) years.

             (d)  Any Leased Employee of an Employer or an Affiliated
        Company who subsequently becomes an Employee and thereafter
        participates in the Plan shall receive credit for vesting
        hereunder for his period of employment as a Leased Employee,
        except to the extent that Section 414(n)(5) of the Code was
        satisfied with respect to such Employee while he was a Leased
        Employee.

             (e)  Vesting Service shall include leaves of absence granted
        by an Employer or an Affiliated Company to an Employee on and
        after August 5, 1993 pursuant to the Family and Medical Leave
        Act, if the Employee returns to work for an Employer or an
        Affiliated Company at the end of such leave of absence.

        GENDER AND NUMBER.  The masculine pronoun wherever used herein
   shall be deemed to include the feminine and the neuter, and the
   singular shall be deemed to include the plural whenever the context
   requires.


                                 ARTICLE III

                        ELIGIBILITY AND PARTICIPATION
                        -----------------------------

             3.01  REQUIREMENTS FOR PARTICIPATION.  Each Employee who was
   a Participant in the Plan immediately prior to the Effective Date
   shall continue to participate in and receive benefits under the Plan
   in accordance with its terms.  Each other Employee shall become a
   Participant on his Eligibility Commencement Date.

             3.02  DURATION.  (a)  An Employee who became a Participant
   and attained his Severance Date prior to January 1, 1993 continued to
   be a Participant until the end of a Plan Year in which he completed
   fewer than 501 Hours of Service and also continued to be a Participant
   thereafter for so long as he was entitled to receive any benefits
   hereunder regardless of when such benefits are payable.  If such
   Participant completed fewer than 501 Hours of Service in any Plan Year
   before becoming entitled to receive (then or thereafter) a benefit
   hereunder, he thereupon ceased to be a Participant unless and until he
   thereafter completed another Eligibility Year of Service in which
   event he was deemed to have become a Participant on the first day of
   such completed Eligibility Year of Service. 


   
<PAGE> 346

   Notwithstanding the foregoing, if a Participant who left an Employer
   to serve in the armed forces of the United States for a period during
   which his reemployment rights are guaranteed by law ceased to be a
   Participant under the preceding provisions of this subsection (a), and
   such Participant returned to work for an Employer prior to the
   expiration of his reemployment rights, such Participant continued to
   participate in the Plan until he so returned (and thereafter in
   accordance with the terms of the Plan), despite his failure to
   complete 501 Hours of Service during any Plan Year prior to January 1,
   1993 because he was absent for such purpose.

             (b)  An Employee who is absent from work with an Employer
   because of (i) the Employee's pregnancy, (ii) the birth of the
   Employee's child, (iii) the placement of a child with the Employee in
   connection with the Employee's adoption of the child, or (iv) caring
   for such child immediately following such birth or placement shall
   receive credit solely for purposes of subsection (a) above for the
   Hours of Service provided in subsection (c) below; provided that the
   total number of hours credited as Hours of Service under this sub-
   section shall not exceed 501 Hours of Service.

             (c)  In the event of an Employee's absence from work for any
   of the reasons set forth in subsection (b) above, the Hours of Service
   that the Employee will be credited with under subsection (b) are (i)
   the Hours of Service that otherwise would normally have been credited
   to the Employee but for such absence, or (ii) eight (8) Hours of
   Service per day of such absence if the Pension Administrative
   Committee is unable to determine the Hours of Service described in
   clause (i).

             (d)  An Employee who is absent from work for any of the
   reasons set forth in subsection (b) above shall be credited with Hours
   of Service under subsection (b):  (i) only in the Plan Year in which
   the absence begins, if the Employee would be prevented from ceasing to
   be a Participant under subsection (a) above in that Year solely
   because he receives credit for Hours of Service for the period of ab-
   sence, as provided in subsections (b) and (c) above, or (ii) in any
   other case, in the immediately following Plan Year.

             (e)  No credit for Hours of Service will be given pursuant
   to subsections (b), (c) and (d) above unless the Employee furnishes to
   the Pension Administrative Committee such timely information that the
   Pension Administrative Committee may reasonably require to establish: 
   (i) that the absence from work is for one of the reasons specified in
   subsection (b) and (ii) the number of days for which there was such an
   absence.  No credit for Hours of Service will be given pursuant to
   subsections (b), (c), and (d) for any purpose of the Plan other than
   the determination of whether an Employee has ceased to be a Par-
   ticipant pursuant to subsection (a).

             3.03  CHANGE IN STATUS.  If a Participant shall cease to be
   employed on a nonclerical hourly-paid basis but continues to be an
   Employee, he shall be deemed to be an inactive Participant until he
   again is employed on a nonclerical hourly-paid basis or ceases to be
   an Employee, whichever first occurs.  After he becomes, and so long as


   
<PAGE> 347

   he remains, an inactive Participant, he shall accrue no Credited
   Service for purposes of the Plan but shall continue to accrue Vesting
   Service in accordance with its terms.  Upon the Retirement, death,
   disability or other termination of employment of an inactive
   Participant, payment of his benefits will be made to him or to his
   Spouse or Beneficiary pursuant to the applicable provisions of
   Articles IV and V.



                                 ARTICLE IV

                              PENSION BENEFITS
                             ------------------

             4.01  BENEFITS PAYABLE ON NORMAL RETIREMENT.  Subject to the
   provisions of Section 4.06 below and of subsection (e) of this Section
   4.01, each Participant who Retires on his Normal Retirement Date shall
   be entitled to receive his Normal Retirement Benefit, a monthly bene-
   fit for the remainder of his lifetime, determined under subsections
   (a), (b), (c) and (d) below, as appropriate, and based on Credited
   Service determined in accordance with subsection (e) below.

             (a)  The portion of the Normal Retirement Benefit attribu-
        table to Credited Service before January 1, 1982, shall be the
        accrued benefit (determined under the terms and provisions of the
        Plan as in effect on December 31, 1981) to which a Participant is
        entitled as of January 1, 1982; PROVIDED, HOWEVER that for
        purposes of determining such accrued benefit, the compensation
        for the Plan Year 1977 for each Participant who was paid
        compensation for the entire Plan Year 1978 shall be deemed to be
        his compensation for the Plan Year 1978 divided by 1.06.  For
        purposes of determining the accrued benefit of a Participant as
        of January 1, 1982 pursuant to this subsection (a), if the
        "Social Security Reduction Amount," as that term was defined in
        the Plan as of December 31, 1983, was calculated by using an
        estimate of the wages of an Employee for some or all years of
        employment for purposes of determining such Employee's "Primary
        Social Security Amount," as described in the paragraph in the
        Plan as of December 31, 1983, in which such term was so defined:

                  (i)  The pre-termination (or pre-hire) wage history
             shall be estimated by applying a salary scale, projected
             backwards, to the Employee's compensation (as defined in
             section 3.3 of Internal Revenue Service Revenue Ruling 71-
             446) at termination of employment (or at hire) and the
             salary scale shall be either:

                       (A) the actual change in the average wages from
                  year to year as determined by the Social Security
                  Administration, or

                       (B) a level percentage per year that is not less
                  than six percent per annum;



   
<PAGE> 348

                  (ii)  The Pension Administrative Committee shall give
             clear written notice to each Employee of the Employee's
             right to supply actual salary history and of the financial
             consequences of failing to supply such history.  The notice
             must be given each time the summary plan description for the
             Plan is provided to the Employee and must also be given upon
             termination of employment.  The notice must also state that
             the Employee can obtain the actual salary history from the
             Social Security Administration; and

                  (iii)  The accrued benefit for any Participant will be
             adjusted based on an actual salary history for years
             previously estimated before termination of employment (and
             an assumed post-termination compensation in accordance with
             section 11.01 of Internal Revenue Service Revenue Ruling 71-
             446 when applicable) if the Participant supplies
             documentation of that history.  Such documentation must be
             provided no later than ninety (90) days following the later
             of the date of termination of employment and the time when
             the Participant is notified of the amount of retirement
             income to which he is entitled.

        The estimated wages may be used either only for years before
        employment or for all years before termination of employment.

             (b)  The portion of the Normal Retirement Benefit of a
        Participant included in a collective bargaining unit or employed
        at a location set forth on Exhibit B attached hereto, attribut-
        able to Credited Service from January 1, 1982 until the date
        preceding the Formula Change Date set forth on Exhibit B for the
        applicable unit or location, shall be one-twelfth (1/12) of the
        sum of:

                  (i)  one and one-tenth percent (1.1%) of his Covered
             Compensation for each year of Credited Service from January
             1, 1982 until the date preceding the applicable Formula
             Change Date, plus

                  (ii)  one and two-tenths percent (1.2%) of his Excess
             Compensation for each year of Credited Service from January
             1, 1982 until the date preceding the applicable Formula
             Change Date.

             (c)  The portion of the Normal Retirement Benefit of a
        Participant included in a collective bargaining unit or employed
        at a location set forth on Exhibit B or Exhibit C attached
        hereto, attributable to Credited Service from and after the
        applicable Formula Change Date or Credited Service Date shall be
        one-twelfth (1/12) of the sum of:

                  (i)  one and thirty-seven hundredths percent (1.37%) of
             his Covered Compensation that is not Excess Compensation for
             each year of Credited Service from and after the applicable
             Formula Change Date or Credited Service Date, plus


   
<PAGE> 349

                  (ii)  one and eighty-five hundredths percent (1.85%) of
             his Excess Compensation for each year of Credited Service
             from and after the applicable Formula Change Date or
             Credited Service Date.

             (d)  The portion of the Normal Retirement Benefit of a
        Participant included in a collective bargaining unit or employed
        at a location set forth on Exhibit D attached hereto,
        attributable to Credited Service from and after the Credited
        Service Date set forth on Exhibit D for the applicable unit or
        location shall be one-twelfth (1/12th) of the sum of:

                  (i)  One and one-tenth percent (1.1%) of his Covered
             Compensation for each year of Credited Service from and
             after the applicable Credited Service Date; plus

                  (ii)  One and two-tenths percent (1.2%) of his Excess
             Compensation for each year of Credited Service from and
             after the applicable Credited Service Date.

             (e)  For purposes of determining the portion of the Normal
        Retirement Benefit to which a Participant is entitled pursuant to
        subsections (b), (c) and (d) above:

                  (i)  Not more than thirty (30) years of Credited
             Service as a Participant under this Plan from and after the
             applicable 30 year Credited Service Date set forth on
             Exhibit A shall be taken into account for purposes of
             subsections (b), (c) and (d) above.

                  (ii) In the case of a Participant with more than thirty
             (30) years of Credited Service as a Participant under this
             Plan from and after the applicable 30 year Credited Service
             Date set forth on Exhibit A, the years of such Credited
             Service to be taken into account for purposes of subsections
             (b), (c) and (d) shall be those thirty (30) years (whether
             or not consecutive) which make the greatest contribution to
             his Normal Retirement Benefit under this Plan; and

                  (iii)     If a Participant has Credited Service from
             and after the applicable 30 year Credited Service Date set
             forth on Exhibit A, as a Participant under this Plan and
             under the Newell Pension Plan for Salaried and Clerical
             Employees As Amended and Restated Effective January 1, 1989
             (the "Salaried Plan"), the Participant shall be entitled to
             credit for a maximum of thirty (30) years of Credited
             Service under both this Plan and the Salaried Plan for
             purposes of computing his aggregate benefit from and after
             the applicable 30 year Credited Service Date set forth on
             Exhibit A, under subsections (b), (c) and (d) of this
             Section 4.01 and under the Salaried Plan; provided that if a
             Participant has more than thirty (30) years of such Credited
             Service from and after the applicable 30 year Credited
             Service Date set forth on Exhibit A, the years of such
             Credited Service to be taken into account for purposes of


   
<PAGE> 350

             computing such aggregate benefit under this Plan and the
             Salaried Plan shall be those 30 years (whether or not
             consecutive) which make the greatest contribution to such
             aggregate Normal Retirement Benefit under both Plans; and
             provided, further, that in no event will a Participant
             receive Credited Service for purposes of determining his
             Normal Retirement Benefit under this Plan while he is a
             Participant under the Salaried Plan.

             (f)  In no event shall this Section 4.01 be applied to
        reduce the Normal Retirement Benefit of any Participant below the
        Accrued Benefit (determined under the terms and provisions of the
        Plan as in effect on December 31, 1981) to which he was entitled
        as of January 1, 1983, or the Accrued Benefit (determined under
        the terms and provisions of the Plan as in effect on December 31,
        1988) to which he was entitled as of January 1, 1989.

             4.02  BENEFITS PAYABLE ON POSTPONED RETIREMENT.  Subject to
   the provisions of Section 4.06 below, each Participant who Retires on
   his Postponed Retirement Date shall be entitled to receive a monthly
   benefit for the remainder of his lifetime, commencing on the first day
   of the month following such Postponed Retirement Date, equal to the
   amount determined in Section 4.01 above based on Credited Service (as
   limited by subsection 4.01(e)) as of his Postponed Retirement Date.

             4.03  BENEFITS PAYABLE ON EARLY RETIREMENT.  Subject to the
   provisions of Section 4.06 below, each Participant who Retires on his
   Early Retirement Date, shall be entitled to receive a monthly benefit
   for the remainder of his lifetime equal to his Accrued Benefit upon
   such Early Retirement Date, reduced where applicable by one-half of
   one percent (0.5%) for each month by which the date such benefit pay-
   ments commence precedes his Normal Retirement Date.

             4.04  VESTED BENEFITS.  Subject to the provisions of
   Section 4.05 below, each Participant who upon a Severance Date caused
   other than by death is not thereby eligible for the benefits described
   in Section 4.01, 4.02 or 4.03 shall be entitled to receive, if the
   Participant has completed five (5) years of Vesting Service at his
   Severance Date, a monthly benefit equal to his Accrued Benefit at his
   Severance Date, reduced where applicable by one-half of one percent
   (0.5%) for each month by which the date such payments commence
   precedes his Normal Retirement Date.

             4.05  COMMENCEMENT OF BENEFITS.

             (a)  Unless a Participant otherwise elects as provided
   below, payment of benefits under Sections 4.01, 4.02, 4.03, and 4.04
   will commence on the later of the Participant's Normal Retirement Date
   and his Postponed Retirement Date.  A Participant who has completed at
   least fifteen (15) years of Vesting Service may elect to have payment
   of reduced benefits under Section 4.03 or 4.04 commence on the first
   day of an earlier month but in no event before the later of his
   Severance Date and his sixtieth (60th) birthday.


   
<PAGE> 351

             (b)  Any election under this Section 4.05 shall be made by
   written notice designating the selected date and delivered to the
   Pension Administrative Committee at least thirty (30) days in advance
   of that date.  The provisions of subsections (a) and (b) are hereby
   expressly made subject to the terms of subsection (c) below.

             (c)  Notwithstanding anything to the contrary contained
   elsewhere in the Plan:

                  (i)  The payment of benefits under the Plan to any
             Participant will:

                       (A)  be distributed to him not later than the
                  Required Distribution Date (as defined in subsection
                  (c)(iii)), or

                       (B)  be distributed to him commencing not later
                  than the Required Distribution Date in accordance with
                  regulations prescribed by the Secretary of the Treasury
                  (I) over the life of the Participant or over the lives
                  of the Participant and his Beneficiary, or (II) over a
                  period not extending beyond the life expectancy of the
                  Participant or the life expectancy of the Participant
                  and his Beneficiary.

                  (ii) (A)  If the Participant dies after distribution to
                  him has commenced pursuant to subsection (c)(i)(B) but
                  before his entire interest in a benefit under the Plan
                  has been distributed to him, then the remaining portion
                  of that interest will be distributed at least as
                  rapidly as under the method of distribution being used
                  under subsection (c)(i)(B) at the date of his death.

                       (B)  If the Participant dies before distribution
                  to him has commenced pursuant to subsection (c)(i)(B),
                  then, except as provided in subsections (c)(ii)(C) and
                  (c)(ii)(D), his entire interest in a benefit under the
                  Plan will be distributed within five (5) years after
                  his death.

                       (C)  Notwithstanding the provisions of subsection
                  (c)(ii)(B), if the Participant dies before distribution
                  to him has commenced pursuant to subsection (c)(i)(B)
                  and if any portion of his interest in a benefit under
                  the Plan is payable (I) to or for the benefit of a
                  Beneficiary, (II) in accordance with regulations
                  prescribed by the Secretary of the Treasury over the
                  life of the Beneficiary or over a period not extending
                  beyond the life expectancy of the Beneficiary, and
                  (III) beginning not later than one (1) year after the
                  date of the Participant's death or such later date as
                  the Secretary of the Treasury may prescribe by regula-
                  tions, then the portion of such interest referred to in
                  this subsection (c)(ii)(C) shall be treated as


   
<PAGE> 352

                  distributed on the date on which such distributions
                  begin.

                       (D)  Notwithstanding the provisions of subsections
                  (c)(ii)(B) and (c)(ii)(C), if the Beneficiary referred
                  to in subsection (c)(ii)(C) is the Surviving Spouse of
                  the Participant, then:

                       (I)  the date on which the distributions are
                            required to begin under subsection
                            (c)(ii)(C)(III) shall not be earlier than the
                            date on which the Participant would have
                            attained age 70 1/2, and

                       (II) if the Surviving Spouse dies before the
                            distributions to such Spouse begin, then this
                            subsection (c)(ii)(D) shall be applied as if
                            the Surviving Spouse were the Participant.

                  (iii)  For purposes of this subsection (c), the
             "Required Distribution Date" means April 1 of the calendar
             year following the calendar year in which the Participant
             attains age 70 1/2; provided, however, that if the
             Participant attained age 70 1/2 in calendar year 1988, the
             Required Distribution Date means April 1, 1990, and further
             provided that if the Participant attained age 70 1/2 prior
             to January 1, 1988, the Required Distribution Date means the
             April 1 following the later of the calendar year in which
             the Participant:  (A) attained age 70 1/2, or (B) terminated
             service with all Employers, unless he was a five-percent
             owner (as defined in Section 416 of the Code) of the Company
             with respect to the Plan Year ending in the calendar year in
             which he attained age 70 1/2, in which case clause (B) shall
             not apply.

                  (iv)  For purposes of this subsection (c), the life
             expectancy of a Participant and his Spouse may be
             redetermined, but not more frequently than annually.

             4.06  NORMAL FORMS OF BENEFIT.

             (a)  If a Participant does not make a timely election not to
   receive payments pursuant to this subsection (a) and to receive
   payments pursuant to one of the optional forms of payment described in
   Section 5.01 below, and has an Eligible Spouse at the time payments
   under Section 4.01, 4.02, 4.03, or 4.04, above, commence, the benefits
   payable thereunder to the Participant shall be payable as a Qualified
   Joint and Survivor Annuity which shall be the Actuarial Equivalent of
   the retirement benefit set forth in the applicable Section.  Any elec-
   tion by a Participant not to receive payments pursuant to this subsec-
   tion (a) shall only be effective if the requirements contained in the
   last sentence of Section 5.01(f) have been satisfied.
             (b)  If a Participant does not make a timely election not to
   receive payments pursuant to this subsection (b) and to receive
   payments pursuant to one of the optional forms of benefits described



   
<PAGE> 353

   in Section 5.01 below, and does not have an Eligible Spouse at the
   time payments under Section 4.01, 4.02, 4.03, or 4.04, above, com-
   mence, the benefits payable thereunder to the Participant shall be
   payable as an annuity for the Participant's life ending on the first
   day of the month during which his death occurs.

             4.07  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.  

             (a)  Upon the death of a Participant:

                  (i)  Who dies after he has satisfied the requirements
             for a benefit under Section 4.03, or after he has satisfied
             the Vesting Service requirements of Section 4.04, or
             Section 12.05 if applicable, and

                  (ii)  Who has not commenced receiving benefit payments
             accrued under the Plan,

   his Surviving Spouse shall be entitled to receive a "Qualified
   Preretirement Survivor Annuity."

             (b)(i)  A Qualified Preretirement Survivor Annuity payable
   to a Surviving Spouse shall be a survivor annuity for the life of the
   Surviving Spouse based upon the Participant's Accrued Benefit at his
   Severance Date (but reduced as provided below), payable at the follow-
   ing times:

                       (A)  If the Participant shall have completed
                  fifteen (15) years of Vesting Service at his Severance
                  Date, and shall not have attained the age of sixty (60)
                  years on or prior to the date of his death, then such
                  Qualified Preretirement Survivor Annuity shall commence
                  on the first day of the month following the date that
                  would have been the Participant's sixtieth (60th)
                  birthday if he had lived until that date; provided,
                  however, his Surviving Spouse shall have the right to
                  request that payment of such Qualified Preretirement
                  Survivor Annuity be deferred until the first day of any
                  month after the date that would have been the
                  Participant's sixtieth (60th) birthday up to and
                  including the first day of the month following the date
                  that would have been the Participant's sixty-fifth
                  (65th) birthday.  Any such request must be delivered in
                  writing to the Pension Administrative Committee at
                  least thirty (30) days prior to the date selected for
                  commencement of payment of such Qualified Preretirement
                  Survivor Annuity.  Any such request may be revoked by
                  the Surviving Spouse by a subsequent written request
                  delivered to the Pension Administrative Committee at
                  least thirty (30) days prior to the date selected for
                  commencement in the request to be revoked.

                       (B)  If the Participant (i) is working past his
                  Normal Retirement Date for an Employer as of the date
                  of his death, or (ii) shall have completed fifteen (15)


   
<PAGE> 354

                  years of Vesting Service at his Severance Date and
                  shall have attained the age of sixty (60) years prior
                  to the date of his death, then such Qualified
                  Preretirement Survivor Annuity shall commence on the
                  first day of the month following the date of his death;
                  provided, however, that in the case of a Participant
                  described in clause (ii), his Surviving Spouse shall
                  have the right to request that payment of such
                  Qualified Preretirement Survivor Annuity be deferred
                  until the first day of any month after the date of the
                  Participant's death up to and including the first day
                  of the month following the date that would have been
                  the Participant's sixty-fifth (65th) birthday.  Any
                  such deferral request shall be made and may be revoked
                  pursuant to the procedures described in paragraph (A)
                  next above.

                       (C)  If the Participant (i) is not working
                  past his Normal Retirement Date for an Employer,
                  whether or not he has attained his Normal Retirement
                  Date, as of the date of his death, and (ii) shall have
                  completed at least five (5) but less than fifteen (15)
                  years of Vesting Service at his Severance Date, then
                  such Qualified Preretirement Survivor Annuity shall
                  commence on the first day of the month following the
                  later to occur of (i) the date of his death and (ii)
                  the date that would have been his sixty-fifth (65th)
                  birthday if he had lived until such date.

                  (ii)  The amount of the Qualified Preretirement Sur-
             vivor Annuity payable to a Surviving Spouse with respect to
             his benefit under the Plan shall be as follows:

                       (A)  If the Participant shall have completed
                  fifteen (15) years of Vesting Service at his Severance
                  Date, and shall not have attained the age of sixty (60)
                  years on or prior to the date of his death, then the
                  amount of such Qualified Preretirement Survivor Annuity
                  shall be determined as if the Participant had
                  terminated employment on the date of his death, sur-
                  vived to his sixtieth (60th) birthday, Retired and com-
                  menced receiving his early retirement benefit pursuant
                  to Section 4.03 in the form of a Qualified Joint and
                  Survivor Annuity on his sixtieth (60th) birthday and
                  died on the day after his sixtieth (60th) birthday;
                  provided, however, that if the Surviving Spouse elects
                  to defer payment of the Qualified Preretirement
                  Survivor Annuity pursuant to subparagraph (b)(i)(A) of
                  this section the amount of the Qualified Preretirement
                  Survivor Annuity shall be determined as if the
                  Participant had terminated employment on the date of
                  his death, survived to the selected commencement date,
                  Retired and commenced receiving a benefit in the form
                  of a Qualified Joint and Survivor Annuity on the
                  selected commencement date and died on the next day.


   
<PAGE> 355

                       (B)  If the Participant (i) is working past his
                  Normal Retirement Date for an Employer as of the date
                  of his death, or (ii) shall have completed fifteen (15)
                  years of Vesting Service at his Severance Date and
                  shall have attained the age of sixty (60) years prior
                  to the date of his death, then the amount of such
                  Qualified Preretirement Survivor Annuity shall be de-
                  termined as if the Participant had Retired and com-
                  menced receiving a benefit in the form of a Qualified
                  Joint and Survivor Annuity on the day before the date
                  of his death; provided, however, that if the Surviving
                  Spouse elects to defer payment of the Qualified
                  Preretirement Survivor Annuity pursuant to subparagraph
                  (b)(i)(B) of this section, the amount of the Qualified
                  Preretirement Survivor Annuity shall be determined as
                  if the Participant had terminated employment on the
                  date of his death, survived to the selected
                  commencement date, Retired and commenced receiving a
                  benefit in the form of a Qualified Joint and Survivor
                  Annuity on the selected commencement date and died on
                  the next day.

                       (C)  If the Participant (i) is not working past
                  his Normal Retirement Date for an Employer, whether or
                  not he has attained his Normal Retirement Date, as of
                  the date of his death, and (ii) shall have completed at
                  least five (5) but less than fifteen (15) years of
                  Vesting Service then the amount of such Qualified
                  Preretirement Survivor Annuity shall be determined as
                  if the Participant had terminated employment on the
                  date of his death, survived to his sixty-fifth (65th)
                  birthday, Retired and commenced receiving a benefit in
                  the form of a Qualified Joint and Survivor Annuity on
                  his sixty-fifth (65th) birthday and had died on the day
                  after his sixty-fifth (65th) birthday.

   Notwithstanding any provision of this subsection (b) to the contrary,
   the benefit payable pursuant to this subsection (b) shall be based on
   the Participant's Accrued Benefit at his Severance Date.

                  (c)(i)  The Qualified Preretirement Survivor Annuity
             payable to a Surviving Spouse pursuant to this Section shall
             be payable in equal monthly installments until and including
             the installment for the month in which the Surviving Spouse
             dies.

                  (ii)  Notwithstanding the provisions of this
             Section 4.07, that portion of the Plan as in effect on
             December 31, 1983 that provided a benefit to the Surviving
             Spouse of a Participant who died prior to the commencement
             of his benefit shall apply in lieu of the provisions of this
             Section 4.07 with respect to (i) any Employee who died prior
             to August 23, 1984, or (ii) any Employee who did not receive
             credit for an Hour of Service on or after August 23, 1984;
             except with respect to any Employee who elected to be



   
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             covered by the provisions of this Section 4.07 pursuant to
             an opportunity provided in accordance with the Retirement
             Equity Act of 1984.

                  (iii)  If a Participant shall die on or after the date
             of commencement of benefit payments to him under the Plan,
             payments shall be made to his Surviving Spouse or Bene-
             ficiary only in accordance with the form of payment
             specified in Section 4.06(a), or as elected by the Partici-
             pant pursuant to Section 5.01, if applicable.

                  (iv) The amount of any Qualified Preretirement Survivor
             Annuity shall be reduced by one-half of one percent (0.5%)
             for each month by which the date payment of the Qualified
             Preretirement Survivor Annuity commences precedes the date
             the Participant would have attained the age of sixty-five
             (65) years.

             4.08  DISABILITY BENEFITS.  No benefits are provided under
   the Plan solely by virtue of a Participant's disability.

             4.09  RE-EMPLOYMENT AFTER TERMINATION OF SERVICE.

             (a)  If a Participant who has Retired and commenced
   receiving a benefit is reemployed by an Employer after his Retirement,
   such benefit shall continue to be paid notwithstanding his
   reemployment.

             (b)  A Participant's benefit shall be suspended if he has
   commenced receiving a benefit under Section 4.04 by reason of a
   Severance Date other than Retirement and is reemployed for more than
   three consecutive months by an Employer prior to his Normal Retirement
   Date.  In such event his benefit shall be suspended during such period
   of reemployment beginning with the month following his completion of
   three consecutive months of reemployment and up to his Normal
   Retirement Date (subject to additional suspension as provided below).