SEC Filing | Newell Brands

View:

As filed with the Securities and Exchange Commission on March 24, 1999.

REGISTRATION NO. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM S-3

Registration Statement
under
The Securities Act of 1933
-------------------------
NEWELL CO.
(Exact name of registrant as specified in its charter)

Delaware 36-3514169
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

Newell Center
29 East Stephenson Street
Freeport, Illinois 61032
(Address of principal executive offices, including zip code)

Dale L. Matschullat
Vice President-General Counsel
6833 Stalter Drive, Suite 101
Rockford, Illinois 61108
(Name and address of agent for service)

(815) 381-8110
(Telephone number, including area code, of agent for service)

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

Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per share (1) offering price (1) registration fee
--------------------------- ---------- ------------- ------------------ ----------------

Common Stock, $1.00 par value (including 80,000 46.766 3,741,280 1,104
Common Stock Purchase Rights)

(1) Based upon $46.766 per share, the average of the high and low
sales prices of the Common Stock as reported on the New York
Stock Exchange on March 22, 1999. (See Rules 457(c) and 457(b)
of the Securities Act of 1933).

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission acting pursuant to said Section 8(a) may determine.

SUBJECT TO COMPLETION - DATED MARCH 24, 1999

PROSPECTUS

NEWELL CO.

80,000 Shares
Common Stock, $1.00 Par Value

RUBBERMAID RETIREMENT PLAN
FOR COLLECTIVELY BARGAINED EMPLOYEES

This Prospectus relates to shares of common stock of Newell Co.
which may be offered and sold under the Rubbermaid Retirement Plan.

Our common stock is traded on the New York Stock Exchange and the
Chicago Stock Exchange under the symbol "NWL." On March 19, 1999, the
closing sale price of the common stock on the New York Stock Exchange
was $47.25 per share.

The mailing address and telephone number of Newell's principal
executive offices are: 29 East Stephenson Street, Freeport, Illinois
61032; telephone: (815) 235-4171.

This Prospectus should be retained for future reference.

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

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

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

The date of this Prospectus is March ___, 1999

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not

soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

You should rely only on the information provided or incorporated by
reference in this Prospectus. The information in this Prospectus is
accurate as of the dates on these documents, and you should not assume
that it is accurate as of any other date.

TABLE OF CONTENTS
PAGE

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . 5

NEWELL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

RUBBERMAID RETIREMENT PLAN FOR COLLECTIVELY BARGAINED ASSOCIATES . . 8

WHERE WILL MY RETIREMENT INCOME COME FROM? . . . . . . . . . . . 8

WHEN DO I BECOME A PARTICIPANT? . . . . . . . . . . . . . . . . 8
NEW HIRES . . . . . . . . . . . . . . . . . . . . . . . . . 8
TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . 8
CONTINUATION OF PARTICIPATION . . . . . . . . . . . . . . . 8
ESTABLISHMENT OF ACCOUNT . . . . . . . . . . . . . . . . . 8

WHAT IS COVERED EMPLOYMENT? . . . . . . . . . . . . . . . . . . 9

WHO IS THE RECORDKEEPER UNDER THE PLAN? . . . . . . . . . . . . . 9

WHEN MAY I START MAKING DEFERRAL CONTRIBUTIONS TO THE PLAN? . . 9

HOW DO I MAKE DEFERRAL CONTRIBUTIONS TO THE PLAN? . . . . . . . 9

WHAT ARE THE TAX CONSEQUENCES OF MY ELECTION TO MAKE DEFERRAL
CONTRIBUTIONS TO THE PLAN? . . . . . . . . . . . . . . . . . 10

WHEN DO I BECOME ELIGIBLE TO SHARE IN THE ANNUAL EMPLOYER
CONTRIBUTION? . . . . . . . . . . . . . . . . . . . . . . . 10

HOW MUCH DOES THE EMPLOYER CONTRIBUTE TO THE PLAN? . . . . . . . 10

WHAT IS A YEAR OF SERVICE? . . . . . . . . . . . . . . . . . . . 10

WHAT IS AN HOUR OF SERVICE? . . . . . . . . . . . . . . . . . . 11

MAY ASSOCIATES MAKE VOLUNTARY CONTRIBUTIONS TO THE PLAN? . . . . 11

HOW WILL MY MONEY BE INVESTED? . . . . . . . . . . . . . . . . . 11

WHEN MAY I RECEIVE DISTRIBUTION OF AMOUNTS HELD IN MY ACCOUNT
UNDER THE PLAN? . . . . . . . . . . . . . . . . . . . . . . 12

WHEN DO I BECOME ELIGIBLE TO RETIRE? . . . . . . . . . . . . . . 12

WHAT HAPPENS IF I BECOME DISABLED WHILE EMPLOYED BY MY EMPLOYER? 13

WHAT HAPPENS IF I DIE WHILE EMPLOYED BY RUBBERMAID OR A
SUBSIDIARY OR DIVISION OF RUBBERMAID? . . . . . . . . . . . 13

WHAT HAPPENS IF MY EMPLOYMENT TERMINATES FOR ANY REASON OTHER
THAN DEATH OR DISABILITY? . . . . . . . . . . . . . . . . . 14

HOW DO I DETERMINE THE VESTED PART OF MY ACCOUNT? . . . . . . . . 14

WHAT IS A BREAK IN SERVICE? . . . . . . . . . . . . . . . . . . 15

WHAT HAPPENS TO THE PART OF MY ACCOUNT THAT IS NOT VESTED IF MY
EMPLOYMENT TERMINATES? . . . . . . . . . . . . . . . . . . . 15

WHAT IF I AM REHIRED? . . . . . . . . . . . . . . . . . . . . . . 15
RESTORING PAST YEARS OF SERVICE . . . . . . . . . . . . . . 15
RE-CREDITING FORFEITED AMOUNTS . . . . . . . . . . . . . . 16

HOW ARE BENEFITS DISTRIBUTED? . . . . . . . . . . . . . . . . . . 16

WHAT FORMS OF PAYMENT ARE AVAILABLE TO ME? . . . . . . . . . . . 16

WHAT FORMS OF PAYMENT ARE AVAILABLE TO MY BENEFICIARY? . . . . . 17

WHO IS MY BENEFICIARY UNDER THE PLAN? . . . . . . . . . . . . . . 17

HOW DO I APPLY FOR BENEFITS? . . . . . . . . . . . . . . . . . . 18

ARE TAXES REQUIRED TO BE WITHHELD FROM MY DISTRIBUTION? . . . . . 18

WHAT OTHER TAX RULES APPLY TO MY DISTRIBUTION? . . . . . . . . . 18

IS MY ACCOUNT SUBJECT TO CLAIMS OF CREDITORS? . . . . . . . . . . 19

ARE BENEFITS INSURED BY THE PBGC? . . . . . . . . . . . . . . . . 20

CAN I BORROW FROM THE PLAN? . . . . . . . . . . . . . . . . . . . 20

CAN I WITHDRAW MY ASSOCIATE VOLUNTARY CONTRIBUTIONS TO THE PLAN? 20

CAN THE PLAN BE TERMINATED? . . . . . . . . . . . . . . . . . . . 20

CAN I GET MORE INFORMATION ABOUT THE PLAN? . . . . . . . . . . . 20

WHO PAYS PLAN EXPENSES? . . . . . . . . . . . . . . . . . . . . . 21

HOW ARE PLAN EXPENSES PAID? . . . . . . . . . . . . . . . . . . . 21

WHAT LAWS GOVERN THE PLAN? . . . . . . . . . . . . . . . . . . . 22

WHAT ARE MY ERISA PROTECTED RIGHTS? . . . . . . . . . . . . . . . 22

HOW DO I APPEAL A DENIAL OF MY CLAIM FOR BENEFITS? . . . . . . . 23

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 24
PLAN ADMINISTRATOR: . . . . . . . . . . . . . . . . . 24
AGENT FOR SERVICE: . . . . . . . . . . . . . . . . . 24
SPONSOR: . . . . . . . . . . . . . . . . . . . . . . 24
EMPLOYER ID NUMBER: . . . . . . . . . . . . . . . . . . . . 24

PLAN NUMBER: . . . . . . . . . . . . . . . . . . . . . . . . 24
PLAN YEAR: . . . . . . . . . . . . . . . . . . . . . . 24
RECORDKEEPER: . . . . . . . . . . . . . . . . . . . . 24
TRUSTEE: . . . . . . . . . . . . . . . . . . . . . . . . . . 24

APPENDIX A RUBBERMAID UNITIZED STOCK FUND . . . . . . . . . . 25
FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

APPENDIX B SUMMARY OF FINANCIAL DATA FOR INVESTMENT FUNDS
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
CHOOSING INVESTMENT FUNDS . . . . . . . . . . . . . . . . . 27
RATES OF RETURN . . . . . . . . . . . . . . . . . . . . . . 30

APPENDIX C STABLE VALUE FUND . . . . . . . . . . . . . . . . . 31
INVESTMENT OBJECTIVE . . . . . . . . . . . . . . . . . . . 31
FUND DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . 31
PORTFOLIO QUALITY BY S&P RATINGS . . . . . . . . . . . . . 32
PERFORMANCE DATA: . . . . . . . . . . . . . . . . . . . . . 33
INVESTOR TYPE . . . . . . . . . . . . . . . . . . . . . . . 33
FUND MANAGER . . . . . . . . . . . . . . . . . . . . . . . 33
FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . 35

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 35

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 35

DESCRIPTION OF COMMON SHARES . . . . . . . . . . . . . . . . . . . . 35

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any document
we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until our offering is completed:

1. Annual Report on Form 10-K for the year ended December 31, 1998;

2. Current Report on Form 8-K filed with the SEC on March 11, 1999;

3. The description of our common stock contained in Newell's
Registration Statement on Form 8-B filed with the Securities and
Exchange Commission on June 30, 1987; and

4. The description of Newell's Rights contained in our Registration
Statement on Form 8-A12B dated August 28, 1998.

You may request a copy of these filings at no cost, by writing to
or telephoning us at the following address:

Newell Co.
6833 Stalter Drive
Suite 101
Rockford, Illinois 61108
Tel: 1-800-424-1941
Attn: Office of Investor Relations

You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to
provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate
as of any date other than the date on the front of the document.

NEWELL

Newell is a manufacturer and full-service marketer of staple consumer
products sold to high-volume purchasers, including home centers and
hardware stores, office superstores and contract stationers, discount
stores and warehouse clubs, department and specialty stores, and drug

and grocery stores. Newell'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.
Newell's multi-product offering consists of staple consumer products
in three major product groups: Hardware and Home Furnishings, Office
Products, and Housewares.

Newell believes that its primary competitive strengths are
superior customer service, innovative marketing and merchandising
programs, a broad multi-product offering, market leadership in
virtually all product categories, decentralized manufacturing and
marketing, centralized administration, and experienced management.
Newell uses industry leading technology which contributes to its
consistent on time delivery of products to its customers.

Newell's principal corporate offices are located at the Newell
Center, 29 East Stephenson Street, Freeport, Illinois 61032, and its
telephone number at these offices is 1-815-235-4171.

On March 24, 1999, Rubbermaid Incorporated was merged with
Newell. Rubbermaid and its subsidiaries manufacture, market, sell and
distribute products for resale in the consumer, commercial,
industrial, institutional, specialty, agricultural and contract
markets. The items produced and marketed by Rubbermaid are principally
in the home, juvenile, infant and commercial products categories, and
include such product lines as: housewares, hardware, storage and
organizational products, seasonal items, leisure and recreational
products, infant furnishings, children's toys and products, commercial
and industrial maintenance products, home health care products,
sanitary maintenance items, and food service products. Rubbermaid's
broad range of products are sold and distributed through its own
sales personnel and manufacturers' agents to a variety of retailers
and wholesalers, including discount stores and warehouse clubs, toy
stores, home centers and hardware stores, supermarkets, catalog
showrooms and distributors serving institutional markets.
Rubbermaid's basic strategy is to market branded, high-quality
products that offer high value to customers and consumers. Value is
that best combination of quality, service, timeliness, innovation and
price as perceived by the user.

DESCRIPTION OF THE RUBBERMAID RETIREMENT PLAN
FOR COLLECTIVELY BARGAINED EMPLOYEES

HIGHLIGHTS OF THE RUBBERMAID RETIREMENT PLAN
FOR COLLECTIVELY-BARGAINED ASSOCIATES

NOTE: On March 24, 1999 (i) Rubbermaid merged into Newell and became a
wholly owned subsidiary of Newell and (ii) Newell changed its name to Newell
Rubbermaid Inc. In connection with this corporate merger, each share of
Rubbermaid Common Stock held under the Plan as of the merger date has
been converted into .7883 shares of Newell Rubbermaid Common Stock. The
portion of your Plan account that has been converted into Newell
Rubbermaid Common Stock will continue to be subject to your current
investment direction, unless and until you change your investment
direction in accordance with applicable Plan procedures. All
other Plan provisions and procedures remain unchanged.

This summary contains an explanation of a very valuable benefit: the
Rubbermaid Retirement Plan for Collectively-Bargained Associates (the
"Plan"). This summary plan description describes the plan as in
effect on January 1, 1997 except as otherwise noted. The Plan is
maintained pursuant to a collective bargaining agreement between
Rubbermaid Incorporated and the United Steelworkers of America,
Rubber/Plastic Industry Conference, Local No. 302L.

SOME OF THE KEY FEATURES OF THE PLAN ARE:

* 401(k) FEATURE:

You can make a "salary deferral" contribution of up to 100
percent of your quarterly payout to your retirement savings.

Your "salary deferral" contributions and earnings on them are
tax-deferred. That means you pay no Federal, and in most cases,
no state income taxes on your savings until you take them out of
the Plan.

* ANNUAL EMPLOYER CONTRIBUTION:

Rubbermaid makes an annual contribution to the Plan that is
shared among eligible associates based on their compensation.

In order to receive a share of the employer contribution, you
must be a participant in covered employment on the last day of the
calendar year and have worked or been credited with 1,000 or more
hours of service during the calendar year. (Special rules apply in
cases of death, total and permanent disability, an approved leave of
absence or military service.)

* Investment Control:

You control the investment among the available funds of all
amounts held in your account under the Plan.

The Rubbermaid Retirement Plan for Collectively-Bargained Associates
is an important benefit. Please make sure you discuss it with your
family.

RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
SUMMARY PLAN DESCRIPTION

WHERE WILL MY RETIREMENT INCOME COME FROM?

Retirement planning is a shared responsibility between you, your
employer, and the government. The government provides Social Security
benefits. Your employer contributes to Social Security and the
Rubbermaid Retirement Plan for Collectively-Bargained Associates on
your behalf. You can also contribute to the Plan by making a deferral
contribution of up to 100 percent of your quarterly payout.

WHEN DO I BECOME A PARTICIPANT?

NEW HIRES

If you are hired into covered employment, you become a participant in
the Plan as of the January 1 which immediately follows your date of
hire. If you are hired on January 1, you will immediately become a
participant in the Plan.

TRANSFERS

If you transfer into covered employment, you become a participant in
the Plan on the later of (1) your transfer date or (2) the January 1
that coincides with or immediately follows your original date of hire
by Rubbermaid Incorporated.

CONTINUATION OF PARTICIPATION

If you previously participated in the Rubbermaid Incorporated
Associates' Profit Sharing Retirement Plan (now known as the
Rubbermaid Retirement Plan) prior to April 1, 1995, and you continued
in covered employment, you automatically became a participant in the
Plan on April 1, 1995. As of April 1, 1995, the account you had under
the Rubbermaid Incorporated Associates' Profit Sharing Retirement Plan
was transferred to the Plan.

ESTABLISHMENT OF ACCOUNT

When you become a participant in the Plan, an account is established
in your name to hold your deferral contributions, your share of annual
employer contributions, and investment earnings on those amounts.

WHAT IS COVERED EMPLOYMENT?

You are in covered employment if you are employed by Rubbermaid
Incorporated and you are covered by a collective bargaining agreement
between Rubbermaid Incorporated and the United Steel Workers of
America, Rubber/Plastics Industry Conference, Local No. 302L.

WHO IS THE RECORDKEEPER UNDER THE PLAN?

Effective September 1, 1997, Rubbermaid has hired Fidelity
Institutional Retirement Services Company ("Fidelity") as recordkeeper
for the Plan. Fidelity processes many of the elections you will make
under the Plan including your election to make deferral contributions
to the Plan.

In addition, Fidelity also processes your elections regarding
investment of your account, designation of a beneficiary to receive
distribution of your remaining account if you die before your account
is distributed in full, receipt of a loan from your account, and
receipt of a withdrawal or distribution from your account. If you have
any questions regarding the procedures for conducting any of these
transactions, you should contact Fidelity directly at 1-800-301-4015.

WHEN MAY I START MAKING DEFERRAL CONTRIBUTIONS TO THE PLAN?

Upon becoming a participant, you may elect to start making deferral
contributions to the Plan through Fidelity, in accordance with rules
and procedures prescribed by Rubbermaid. For more information
regarding the applicable rules and procedures, please contact your
Human Resources representative.

HOW DO I MAKE DEFERRAL CONTRIBUTIONS TO THE PLAN?

You can make deferral contributions through payroll deductions from
your quarterly payout. You designate the percentage, up to 100
percent, of your quarterly payout that you wish to contribute to the
Plan as a deferral contribution, and that amount is deducted from your
quarterly payout and contributed to the Plan on your behalf. The
percentage you designate must be a whole number. You must be employed
by Rubbermaid on the date the quarterly payout is paid. Otherwise,
your entire quarterly payout will be paid to you in cash.

You may at any time change your election to make or not to make
deferral contributions from future quarterly payouts.

Your quarterly payout is the payout paid to you for a calendar quarter
in an amount up to 12 percent of your compensation for the quarter.
This payout is determined in accordance with the terms of the
collective bargaining agreement between Rubbermaid Incorporated and
United Steel Workers of America, Rubber/Plastic Industry Conference,
Local No. 302L.

Federal law limits the maximum amount of deferral contributions that
you can make to the Plan each calendar year. For 1998, the maximum
amount is $10,000. There are other limits that apply to your deferral
contributions if you are a "highly compensated employee" under IRS
rules. You will be notified if adjustments to your account need to be
made as a result of these limits.

WHAT ARE THE TAX CONSEQUENCES OF MY ELECTION TO MAKE DEFERRAL
CONTRIBUTIONS TO THE PLAN?

Your deferral contributions to the Plan are not subject to Federal
income tax until they are distributed or withdrawn from the Plan. In
addition, the income and appreciation on your deferral contributions
are not subject to Federal income tax while held by the Trustee and
are not includable in your taxable income until distributed or
withdrawn.

Your deferral contributions are, however, "wages" subject to Social
Security tax up to the amount of the contribution and benefit base as
determined under Section 230 of the Social Security Act. In addition,
your deferral contributions are subject to the Medicare portion of the
FICA taxes regardless of income level.

You should consult your own tax advisers with respect to state and
local income tax withholding that might apply to your deferral
contributions. At this time, only the Commonwealth of Pennsylvania
requires state income tax withholding on deferral contributions.

WHEN DO I BECOME ELIGIBLE TO SHARE IN THE ANNUAL EMPLOYER
CONTRIBUTION?

Annual employer contributions are made to the Plan and shared among
eligible participants. To be eligible you must:

* be a participant,

* be employed by Rubbermaid on the last day of the plan year (i.e.,
December 31), unless you terminated employment because of death,
total and permanent disability, or military service and you
received compensation from your employer for the plan year, and

* have been credited with 1,000 or more hours of service during the
plan year.

HOW MUCH DOES THE EMPLOYER CONTRIBUTE TO THE PLAN?

The amount that your employer contributes to the Plan each year is six
percent of your eligible compensation.

Eligible compensation is defined as regular earnings including
overtime figured at the base rate and any shift differential, but not
including overtime premiums, Section 125 deductions and any other
extra compensation.

WHAT IS A YEAR OF SERVICE?

A year of service is credited to you for each plan year (January 1 to
December 31) in which you have completed 1,000 or more hours of
service with Rubbermaid or any subsidiary or division of Rubbermaid.

WHAT IS AN HOUR OF SERVICE?

An hour of service is credited for each hour for which you are
entitled to receive compensation from Rubbermaid or any subsidiary or
division of Rubbermaid, whether or not you perform duties during such
period. However, hours of service are not credited to you for periods
in which you are absent from employment and receive compensation under
a plan maintained solely for the purpose of complying with workers'
compensation or unemployment compensation laws.

Hours of service are also credited for certain periods during which
you are not entitled to payment. For example, you will receive credit
for hours of service during periods of approved absence or military
duty (if following your discharge from active military duty, you
return to employment with Rubbermaid or any subsidiary or division of
Rubbermaid while your re-employment rights are protected by Federal
law).

The number of hours of service credited to you during a period that
you are absent from employment will be equal to the number of hours
you would normally have been scheduled to work if you had not been
absent. Hours of service may be credited on the basis of approved
equivalencies rather than actual hours worked.

MAY ASSOCIATES MAKE VOLUNTARY CONTRIBUTIONS TO THE PLAN?

Prior law provided that associates could make other additional
deductible contributions and/or nondeductible contributions other than
deferral contributions. The law was changed in 1986 to eliminate the
allowance of deductible contributions and place severe restrictions on
nondeductible contributions. Because of the change in the law, the
Plan does not allow any associate voluntary contributions. Any
associate voluntary contributions that you made under the Rubbermaid
Incorporated Associates' Profit Sharing Retirement Plan prior to the
change were transferred to the Plan from the Rubbermaid Incorporated
Associates' Profit Sharing Retirement Plan and remain in the Plan.

HOW WILL MY MONEY BE INVESTED?

All contributions to the Plan are transferred to the Trustee to
administer until they are to be paid out under the terms of the Plan.
You are permitted to direct investments of your account. The right to
direct investments is subject to certain limitations and restrictions.
You may only invest in the investment funds offered under the Plan.

Two of the investment funds offered under the Plan are the Rubbermaid
Unitized Stock Fund, which is invested primarily in Rubbermaid common
stock, and the Stable Value Fund, which is managed by PRIMCO Capital
Management. Information regarding these two investment funds can be
found in the Appendices at the end of this summary plan description.
The Appendices will be updated periodically.

The other investment funds available under the Plan are Fidelity
mutual funds that Rubbermaid has selected to offer you a wide range of
investment opportunities. Information regarding the Fidelity mutual
funds and the rules for making investment elections is contained in
the separate investment materials available from Fidelity.

You can make two elections regarding investment of your account. One
election controls the investment of future deferral contributions and
employer contributions coming into your account. The other election
controls the investment of amounts currently held in your account.

You will receive a quarterly statement regarding the value of your
account.

It is intended that the Plan satisfy the requirements of Section
404(c) of the Employee Retirement Income Security Act of 1974. As a
result, Plan fiduciaries will not be liable for any losses resulting
directly from your exercise of investment control over your account
under the Plan.

WHEN MAY I RECEIVE DISTRIBUTION OF AMOUNTS HELD IN MY ACCOUNT UNDER
THE PLAN?

Generally, distribution of your account may not be made to you (or
your beneficiary) until you retire, die, or otherwise terminate
employment. The following sections discuss in detail the timing of
distributions, the amounts that are distributable to you upon the
occurrence of a distribution event, and the forms of payment available
for distributions. However, if your employment terminates for any
reason and your distributable account balance is $3,500 (effective
January 1, 1998, $5,000) or less, your entire distributable account
balance will be distributed to you (or your beneficiary) in a lump sum
payment as soon as administratively practicable following your
termination of employment. As a result, you (or your beneficiary)
would not have the ability to defer receipt of benefits until a later
date as described below nor to elect a form of payment other than a
lump sum.

WHEN DO I BECOME ELIGIBLE TO RETIRE?

The normal retirement age is 65, at which time you become fully vested
in all amounts being held in your account under the Plan regardless of
your years of service. If you decide to retire at normal retirement
age, you may elect to receive all or a portion of your account balance
at that time or to defer payment to a later date, but not later than
the April 1 of the calendar year following the calendar year in which
you attain age 70-1/2.

You may elect to continue working for your employer beyond normal
retirement age. In that event, to the extent that you meet the
applicable eligibility requirements, you will continue to be eligible
to make deferral contributions to the Plan and to share in the annual
employer contribution to the Plan until your actual retirement. You

may also elect to receive benefits from the Plan after you reach
normal retirement age, but while you are still employed.

WHAT HAPPENS IF I BECOME DISABLED WHILE EMPLOYED BY MY EMPLOYER?

For periods of employer-approved leave due to disability, you will
continue to be a participant under the Plan. You will receive credit
for hours of service, even though you are not physically working,
unless your leave is the result of an occupational illness or injury.
However, you will only be permitted to make deferral contributions to
the Plan and to share in the annual employer contribution to the Plan
during such leave to the extent that you receive compensation from
your employer while on leave.

If, while you are on employer-approved leave, it is determined that
you are totally and permanently disabled (as defined in the Plan), you
will become fully vested in your account under the Plan regardless of
your years of service and you may elect to retire because of
disability. You will be eligible to receive a share of the annual
employer contribution for the year in which you retire because of
total and permanent disability, provided you have received
compensation from your employer for that year.

If you retire because of total and permanent disability, you may elect
to receive all or a portion of your account balance at that time or to
defer distribution until a later date. (Not beyond the April 1 of the
calendar year following the calendar year in which you attain age 70-
1/2.)

Total and permanent disability is defined under the Plan as a physical
or mental condition resulting from bodily injury, disease or mental
disorder which renders a person incapable of performing any job for
his adopting employer. An associate will not be deemed to be totally
and permanently disabled unless medical evidence of the disability is
submitted to Rubbermaid by a licensed physician and either:

* the associate qualifies for disability benefits under Social
Security; or

* is eligible under the Rubbermaid Health and Welfare Benefit Plan
for life insurance waiver of premium.

WHAT HAPPENS IF I DIE WHILE EMPLOYED BY RUBBERMAID OR A SUBSIDIARY OR
DIVISION OF RUBBERMAID?

If you die while you are employed by Rubbermaid or a subsidiary or
division of Rubbermaid, the total amount in your account will be fully
vested regardless of your years of service. Your account balance will
be payable to your beneficiary(ies).

WHAT HAPPENS IF MY EMPLOYMENT TERMINATES FOR ANY REASON OTHER THAN
DEATH OR DISABILITY?

If your employment with Rubbermaid and all subsidiaries and divisions
of Rubbermaid terminates prior to your retirement, total and permanent
disability, or death, you might only be entitled to receive a part of
your account under the Plan. The amount you will be entitled to
receive in such event is the vested part of your account.

You may elect to receive all or a portion of the vested part of your
account balance at the time your employment terminates or to defer
distribution until a later date (but not beyond the April 1 of the
calendar year following the calendar year in which you attain age 70-
1/2.)

HOW DO I DETERMINE THE VESTED PART OF MY ACCOUNT?

You are always fully vested in the deferral contributions and the
earnings on those contributions that are held in your account. You are
also always fully vested in the associate voluntary contributions and
the earnings on those contributions that were made prior to January 1,
1987 and transferred to the Plan from the Rubbermaid Incorporated
Associates' Profit Sharing Retirement Plan.

Your vested interest in the employer contributions and the earnings on
those contributions that are held in your account is determined based
upon your years of service. If you have been credited with seven years
of service you are fully vested in the employer contributions and
earnings held in your account.

If you have been credited with fewer than seven years of service, only
a part of the employer contributions and earnings on them that are
held in your account will be "vested." The percentage of those
contributions and earnings that is vested is as follows:

Years of Service Vested Percentage
---------------- -----------------
1 0%
2 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%

Generally speaking, all of your years of service with Rubbermaid or
any subsidiary or division of Rubbermaid apply to vesting. However, if
your employment with Rubbermaid and all subsidiaries and divisions of
Rubbermaid terminates, on re-employment you will receive no credit for
years of service that took place prior to your termination unless
either:

* you had a vested interest in deferral contributions or employer
contributions held in your account at the time of the
termination; or

* the number of consecutive breaks in service you incur after the
termination is fewer than five.

WHAT IS A BREAK IN SERVICE?

If during any plan year you fail to complete more than 500 hours of
service, a break in service will occur.

WHAT HAPPENS TO THE PART OF MY ACCOUNT THAT IS NOT VESTED IF MY
EMPLOYMENT TERMINATES?

The nonvested part of your account will be held in a suspended account
in your name until the earlier of (1) the end of the plan year in
which your employment terminated or (2) the date you receive a
distribution from your account. If you are not rehired before that
date, you will lose (forfeit) any right to the nonvested amount. Any
forfeited amount will be allocated to all plan participants receiving
an employer contribution for that plan year. The forfeiture amount
allocated to each participant is based on the participant's employer
contribution account balance as of the end of the plan year.

WHAT IF I AM REHIRED?

If you terminate employment with Rubbermaid and all subsidiaries or
divisions of Rubbermaid and later return to work with Rubbermaid or a
subsidiary or division of Rubbermaid, you should be concerned about
two things:

(1) whether your past years of service will be included with years of
service you earn after your re-employment in determining your
vested part of the annual employer contributions held in your
account following your reemployment; and

(2) whether any amounts you forfeited because of your prior
termination will be re-credited to your account upon
reemployment.

RESTORING PAST YEARS OF SERVICE

Your years of service earned before your termination of employment
with Rubbermaid and all subsidiaries and divisions of Rubbermaid will
not be included with your years of service earned after your
re-employment unless one of the following applies:

* You made deferral contributions to the Plan before your
termination of employment.

* You were vested in part of the annual employer contributions held
in your account.

* You are re-employed before you incur five breaks in service after
your termination.

If your past years of service are not restored on re-employment, you
will be treated as a new participant in the Plan and your vested part
of the annual employer contributions held in your account will be
determined based only on the years of service you earn following your
re-employment.

RE-CREDITING FORFEITED AMOUNTS

If you forfeited the nonvested part of your account when you
terminated employment with Rubbermaid and all subsidiaries and
divisions of Rubbermaid, the forfeited amounts will be recredited to
your account upon re-employment only if all of the following
requirements are met:

(1) you are re-employed with Rubbermaid or a subsidiary or division
of Rubbermaid before you incur five breaks in service following
the later of (i) your termination date or (ii) the date you
received distribution from your account because of your
termination;

(2) you resume covered employment within five years of your
re-employment date; and

(3) you re-pay any distribution you received from the Plan upon your
prior termination (i) before you incur five consecutive breaks in
service following the distribution and (ii) within five years of
your reemployment date.

HOW ARE BENEFITS DISTRIBUTED?

There are various forms of payment by which benefits may be
distributed to you from the Plan. The form of payment depends on the
elections you make. The rules under this section apply to all
distributions you will receive from the Plan, whether by reason of
retirement, termination or any other event which may result in a
distribution of benefits.

WHAT FORMS OF PAYMENT ARE AVAILABLE TO ME?

You can elect the form of payment which best suits you. All elections
must be made in accordance with procedures prescribed by Rubbermaid.
Any such election can generally be modified or revoked. The forms of
payment are:

(1) Lump sum

(2) Periodic payments

You may elect any one or a combination of these forms.

For example, you may choose to receive part of your account balance in
a single lump sum payment and receive the remainder of the account in
installment payments over 10 years.

IRS rules require that beginning on the later of the date you retire
or the April 1 of the calendar year following the calendar year in
which you reach age 70, the form of payment you elect must provide for
distribution of your full account balance over a period no longer than
your life expectancy.

WHAT FORMS OF PAYMENT ARE AVAILABLE TO MY BENEFICIARY?

If you die after distribution of your account balance has begun,
distribution will continue to your beneficiary(ies) in the same form
of payment that you were receiving, unless your beneficiary elects a
more rapid form of payment.

If you die before distribution of your account balance has begun, your
beneficiary(ies) can elect any one or a combination of the following
forms of payment:

(1) Lump sum

(2) Periodic payments. Periodic payments cannot be made over a period
longer than five years from your death, unless your beneficiary
is your surviving spouse. Periodic payments to your surviving
spouse may be made over a period not exceeding your surviving
spouse's life expectancy.

WHO IS MY BENEFICIARY UNDER THE PLAN?

You can designate your beneficiary under the Plan on the form provided
by Fidelity. If you are married, your beneficiary will automatically
be your spouse, unless you designate another beneficiary with your
spouse's written consent. Your spouse's consent must be witnessed by a
Notary Public.

If you do not designate a beneficiary, or your designated beneficiary
dies before you do, your beneficiary under the Plan will be:

(1) your surviving spouse or, if none;

(2) your surviving children or, if none;

(3) your surviving parents or, if none;

(4) your surviving brothers and sisters or, if none;

(5) your executors and administrators.

If your beneficiary dies after you, but before receiving distribution
of the full amount he or she is entitled to under the Plan,
distribution will be made to your beneficiary's estate, unless you
have designated another beneficiary to receive benefits in that event.

HOW DO I APPLY FOR BENEFITS?

When you become eligible for a benefit from the Plan, you may apply
for your benefit in accordance with rules and procedures prescribed by
Rubbermaid. For information regarding the applicable rules and
procedures, please contact Fidelity.

ARE TAXES REQUIRED TO BE WITHHELD FROM MY DISTRIBUTION?

Generally, the Trustee is required to withhold Federal income tax from
all taxable distributions. The amount of withholding will be 20% of
the taxable amount distributed.

You may avoid having Federal income tax withheld from your
distribution only if the distribution is made to the trustee or
custodian of an Individual Retirement Account, or another qualified
defined contribution plan. You may elect to:

* Directly transfer all of the distributable amount to a trustee or
custodian of an Individual Retirement Account or another
qualified defined contribution plan.

* Directly transfer part of the distributable amount to a trustee
or custodian, and receive the balance of the distributable
amount. (Note: The amount you receive will be subject to
withholding.)

If you do not elect one of the above options, the distributable amount
will be paid directly to you and Federal income tax equal to 20% of
the taxable amount of the distribution will be withheld from the
payment.

If you elect to receive a series of payments rather than a single lump
sum, the amounts paid to you may not be eligible for a direct
transfer. Amounts that are not eligible for direct transfer are also
not subject to the mandatory withholding requirement.

Additional specific information concerning required withholding and
direct transfers is available from Fidelity.

WHAT OTHER TAX RULES APPLY TO MY DISTRIBUTION?

If you receive a lump sum distribution from the Plan after reaching
age 59-1/2, you may be eligible to make a one-time election of
five-year averaging. Under five-year averaging, you treat the amount

you receive in year one as having instead been received in equal
installments over a five-year period. You may only elect five-year
averaging if (1) you have been a participant in the Plan for five or
more taxable years before the taxable year in which the distribution
is made, (2) you do not elect to roll over any portion of the lump sum
distribution, and (3) you elect averaging treatment for all lump sum
distributions that you receive in that year. Your beneficiary can
elect this special averaging treatment regardless of your period of
participation in the Plan. Five-year averaging is not available for
distributions of your deductible associate voluntary contributions and
distributions that occur after 1999.

If you reached age 50 by January 1, 1986, you will be permitted to
make a one-time election between five-year averaging (at tax rates in
effect in the year of distribution) and ten-year averaging (at tax
rates in effect in 1986) and may elect capital gain treatment (at a
20% tax rate) for amounts attributable to participation in the Plan
prior to 1974.

If you receive a distribution or make a withdrawal before age 59-1/2,
a 10% additional income tax may apply to the taxable portion of the
distribution or withdrawal. The additional tax does not apply to
withdrawals or distributions (1) made because of your death,
disability, or separation from service after reaching age 55, (2) used
for payment of medical expenses to the extent deductible under Section
213 of the Code, (3) that are part of a scheduled series of
substantially equal periodic payments made not less frequently than
annually for your life expectancy, provided the payments begin after
you separate from service, or (4) made to an alternate payee pursuant
to a qualified domestic relations order.

The rules governing taxation of qualified plan distributions are
complex. There are many financial considerations involved in deciding
whether to begin receiving benefits from the Plan and how to receive
them. You should consult with a tax or financial counselor familiar
with your particular tax situation prior to making your decision.

IS MY ACCOUNT SUBJECT TO CLAIMS OF CREDITORS?

As a general rule, creditors may not attach, garnish or otherwise
interfere with your account.

There is an exception, however, to this general rule. Rubbermaid may
be required by law to recognize obligations which result from court
ordered child support or alimony payments. Rubbermaid must honor a
qualified domestic relations order. A qualified domestic relations
order is defined as a decree or order issued by a court that obligates
you to pay child support or alimony, or otherwise allocates a portion
of assets in the Plan to a spouse, former spouse, child or other
dependent. If a qualified domestic relations order is received by
Rubbermaid, all or a portion of your account may be used to satisfy
the obligation. Rubbermaid shall determine the validity of any
domestic relations order which is received.

ARE BENEFITS INSURED BY THE PBGC?

Benefits under the Plan are not insured by the Pension Benefit
Guaranty Corporation (PBGC) since this is a defined contribution plan.
The PBGC only insures defined benefit pension plans.

CAN I BORROW FROM THE PLAN?

You may borrow against the vested part of your account under the Plan
while you are employed by Rubbermaid or any subsidiary or division of
Rubbermaid. Plan loans are made in accordance with rules and
procedures prescribed by Rubbermaid. For information regarding the
applicable rules and procedures, please contact Fidelity.

CAN I WITHDRAW MY ASSOCIATE VOLUNTARY CONTRIBUTIONS TO THE PLAN?

You may at any time withdraw the nondeductible associate voluntary
contributions you made before January 1, 1987 which were transferred
to the Plan from the Rubbermaid Incorporated Associates' Profit
Sharing Retirement Plan, excluding any earnings credited to them while
they were held under either plan. Withdrawals must be made in
accordance with rules and regulations prescribed by Rubbermaid. The
minimum amount that you may withdraw is the lesser of $100 or 100
percent of the nondeductible associate voluntary contributions,
excluding any earnings, remaining in your account. For more
information, please contact Fidelity.

CAN THE PLAN BE TERMINATED?

The Plan may be amended or discontinued by Rubbermaid at any time, but
no amendment may deprive you of any vested interest in your account.
On termination of the Plan or of contributions to it, the accounts of
all affected participants become fully vested. If the Plan is
terminated, the accounts may or may not be paid out immediately. If
contributions are terminated, but the Plan continues, benefits are
paid out when you otherwise become entitled to them under the terms of
the Plan.

CAN I GET MORE INFORMATION ABOUT THE PLAN?

This plan summary makes many general statements in order to give you a
basic understanding of your rights and how the Plan operates. It
describes the principal provisions of the Plan. However, it must be
understood by you that it is not the complete Plan.

In case any conflict arises between the provisions of the Plan and
this description, the provisions of the Plan shall be controlling.

A complete copy of the Plan is available for inspection during regular
business hours at the Rubbermaid Corporate Benefits Department, 1147
Akron Road, Wooster, Ohio 44691-6000. If you have any questions
regarding the Plan and its administration, you may also contact the
Rubbermaid Corporate Benefits Department at (330) 264-6464.

WHO PAYS PLAN EXPENSES?

The costs of administering the Plan, including investment management,
legal and accounting and trustee and recordkeeping fees and similar
administrative expenses are generally paid out of Plan assets. The
Benefit Plans Committee makes the determination of which costs are
charged to the Plan and how those costs are allocated. They also may
make changes to how such costs are charged and allocated at any time
without notice to participants.

HOW ARE PLAN EXPENSES PAID?

The following expenses are deducted from the appropriate fund in
proportion to the value of each participant's fund balance(s):

(1) Investment management fees

(2) Annual loan maintenance fees (for loans initiated prior to
09/01/97)

(3) Annual zero balance account fees for newly eligible participants

(4) Rubbermaid Unitized Stock Fund administration fees*

(5) Stable Value Fund administration fees*

* Expenses are charged to the fund balance of only those investing
in the fund.

The following expenses are deducted in an equal dollar amount from
each participant's account balance:

(1) Fees to comply with government rules and regulations

(2) Annual participant recordkeeping fees

(3) Legal, accounting, actuarial and trustee fees

The following expenses are deducted directly from each participant's
account balance for those incurring the fees without reference to the
amount of the account balance:

(1) Minimum Required Distribution fees

(2) New loan set up fees

(3) Annual loan maintenance fees (for loans initiated after 09/01/97)

All Plan fees are subject to change without notice. Please refer to
the prospectus for each investment option offered in the Plan for more
specific information.

WHAT LAWS GOVERN THE PLAN?

The Plan and its related trust are subject to the principal protective
provisions of Titles I, II, and III of the Employee Retirement Income
Security Act ("ERISA") which apply to defined contribution plans
maintained by corporate employers.

The Plan and the trust are qualified under Section 401(a) of the
Internal Revenue Code, and the trust is exempt from taxation under
Section 501(a) of the Internal Revenue Code.

WHAT ARE MY ERISA PROTECTED RIGHTS?

The Plan is covered by ERISA, which was designed to protect employees'
rights under benefit plans. As a participant of the Plan, you should
know as much as possible about your Plan benefits. You are entitled
to:

* Examine, without charge, at the Plan Administrator's office and
at other specified locations copies of the applicable collective
bargaining agreement and all Plan documents and other Plan
information filed by the Plan Administrator with the U.S.
Department of Labor, such as annual reports and Plan
descriptions.

* Obtain copies of all Plan documents and other Plan information,
upon written request addressed to the Plan Administrator and for
which the Plan Administrator may make a reasonable charge.

* Receive from the Plan Administrator at no charge a summary of the
Plan's annual financial report.

* Obtain a statement once a year of your accrued benefits under the
Plan and, if you are not fully vested, the earliest date on which
you will have a nonforfeitable right to such benefits;

* Receive a written explanation with respect to any denied benefit
claim regarding the reasons for such denial and the steps that
must be taken in order to have such denial reviewed.

ERISA imposes duties upon the people who are responsible for the
operation of the Plan. Such people are called "fiduciaries" and have a
duty to act prudently and in the best interest of participants and
their beneficiaries.

Although the Plan Administrator carefully administers the Plan, if for
some reason you believe that you have been improperly denied a
benefit, you have a right to file suit in state or Federal court. If
you believe a Plan fiduciary has misused Plan funds, or if documents
you have requested are not furnished within 30 days (barring
circumstances beyond the Plan Administrator's control), you have the
right to file suit in Federal court or request assistance from the
U.S. Department of Labor. Service of legal process may be made upon

the agent designated in the Additional Information section of this
booklet.

Rubbermaid does not believe that filing suit will ever be necessary,
but should you feel that it is, the law protects you from being fired
or otherwise discriminated against to prevent you from exercising your
rights under ERISA or obtaining a benefit under the Plan. If you win a
lawsuit, the court may award you certain penalties (up to $100.00 per
day) if the Plan Administrator refused to provide the materials you
requested, until you receive such materials.

After deciding your case, the court may also decide whether the losing
party should pay court costs and the fees and expenses of the winning
party. For example, if the court finds your claim to be frivolous, you
may be required to pay the fees and other costs involved in defending
the case.

If you have any questions, you should contact the Plan Administrator
at the address indicated at the end of this booklet.

If you have any questions about this statement of your rights under
ERISA, you may contact the nearest Office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the division of Technical Assistance and
Inquiries, Pension and Welfare Benefits Administration, U.S.
Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C.
20210.

HOW DO I APPEAL A DENIAL OF MY CLAIM FOR BENEFITS?

You do not have to make a formal claim in order to receive your
benefits under the Plan; most plan transactions are handled through
the Fidelity customer service telephone facilities. You may, however,
file a written claim for your benefits or rights under the Plan with
the Plan Administrator. The Plan Administrator shall render a
decision on your claim within 90 days of its receipt (or within 180
days of receipt in special circumstances of which you will be informed
in writing). If you disagree with a decision made by the Plan
Administrator regarding a claim under the Plan, you have the right to
ask the Plan Administrator for a review of its decision. You should
contact the Plan Administrator at its business address or at its
business phone number within 60 days of the date on which you receive
notice of denial of the claim. A request for review must contain the
following information:

(a) the date you received notice of denial of your claim and the date
your request for review is filed;

(b) the specific part of the claim you want reviewed;

(d) any written material that you think is pertinent to your claim
and that you want the Plan Administrator to examine.

Unless additional time is required, the Plan Administrator will review
the denial of your claim and notify you in writing of its decision,
within 60 days of the filing of your request.

ADDITIONAL INFORMATION

PLAN ADMINISTRATOR:
The Plan Administrator is: Benefit
Plans Committee, c/o Corporate Benefits
Department, Rubbermaid Incorporated,
1147 Akron Road, Wooster, OH 44691-6000

AGENT FOR SERVICE:
The agent for service of legal process is:
Rubbermaid Incorporated
1147 Akron Road, Wooster, OH 44691-6000,
Attention: General Counsel and Secretary

Service of legal process may also be made
upon the Trustee or the Plan Administrator.

SPONSOR:
The Sponsor of the Plan is:
Rubbermaid Incorporated
1147 Akron Road, Wooster, OH 44691-6000

EMPLOYER ID NUMBER:
The Sponsor's employer identification number is: 34-0628700

PLAN NUMBER:
The plan number is: 012

PLAN YEAR:
January 1 to December 31

RECORDKEEPER:
The Recordkeeper for the Plan is:
Fidelity Institutional Retirement
Services Company, 200 Magellan Way,
Covington, KY 41015

TRUSTEE:
The Trustee with respect to Retirement
Plan assets is:
Fidelity Management Trust Company
82 Devonshire Street, Boston, MA 02109

Prior to 9/1/97, the Trustee was:
National City Bank, 1900 East Ninth Street
Cleveland, OH 44114

APPENDIX A RUBBERMAID UNITIZED STOCK FUND

The following documents filed by Rubbermaid with the Securities and
Exchange Commission (the "Commission") are incorporated by reference
into the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Commission registering the Rubbermaid
common stock in which your contributions may be invested under the
Plan and the separate participation interests in the Plan and into
this summary plan description, designated portions of which constitute
part of a prospectus that meets the requirements of Section 10(a) of
the Securities Act (the "Prospectus") with respect to the Registration
Statement:

(1) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1996.

(2) Rubbermaid's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

(3) The description of the Rubbermaid common stock contained in
Rubbermaid's Registration Statement on Form 8-A filed with the
Commission on July 2, 1986.

(4) The description of the rights set forth in Rubbermaid's
Registration Statement on Form 8-A filed with the Commission on
June 27, 1996.

All documents subsequently filed by either Rubbermaid or the Plan
pursuant to Sections 13 (a) , 13 (c) , 14 and 15 (d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold also are incorporated by reference into the
Registration Statement and the Prospectus from the date of filing of
such documents.

Rubbermaid will provide to each participant a copy of its annual
report to security holders for its latest fiscal year (or other
permitted document containing audited financial statements of
Rubbermaid) at the time documents containing the Plan information
required by Part I of Form S-8 are delivered to such participant.

Rubbermaid will also provide, without charge to any participant, upon
written or oral request: (i) a copy of any of the documents referred
to above that are incorporated into the Registration Statement and the
Prospectus (other than exhibits, unless the exhibits are specifically
incorporated by reference into the information incorporated into the
Registration Statement and Prospectus), and (ii) a copy of all
documents containing the information concerning the Plan required by
Part I of Form S-8 that constitute part of the Prospectus.

In addition, Rubbermaid will provide, without charge, to all employees
who participate in the Rubbermaid Unitized Stock Fund (and to any

other Plan participant who so requests, orally or in writing) copies
of all reports, proxy statements and other communications distributed
to shareholders of Rubbermaid generally.

Requests for any of the foregoing information should be directed to:
Investor Relations, Rubbermaid Incorporated, 1147 Akron Road, Wooster,
OH 44691, telephone number (330) 264-6464.

FEES

Participants investing in the Rubbermaid Unitized Stock Fund may incur
various fees which are deducted from participant accounts in the
following different ways:

1. In proportion to the value of each participant's fund balance:

* Investment management fees

* Annual loan maintenance fees (for loans initiated prior to
09/01/97)

* Annual zero balance account fees for newly eligible
participants

* Proxy administration fees

2. In equal dollar amount from each participant's account balance:

* Fees to comply with government rules and regulations

* Annual participant recordkeeping fees

* Legal, accounting, actuarial and trustee fees

3. Directly from each participant's account balance for those
incurring the fees:

* Minimum Required Distribution fees

* New loan set up fees

* Annual loan maintenance fees (for loans initiated on or
after 09/01/97)

APPENDIX B SUMMARY OF FINANCIAL DATA FOR INVESTMENT FUNDS 1997

CHOOSING INVESTMENT FUNDS

Participants in the Plan may choose to have contributions to the Plan
and funds in their accounts invested in one or more of the following
investment funds, effective September 1, 1997:

(1) THE STABLE VALUE FUND: This is a stable value fund (not a mutual
fund), managed by PRIMCO Capital Management, Inc. It seeks to
provide for preservation of capital (amount invested) and
stability of investment returns. The fund assets can be invested
in a number of diversified, high quality investment contracts
with insurance companies, banks or other financial institutions.
Some of the investment contracts may be a general obligation of
the issuing insurance company, bank or financial institution.
Other investment contracts may be invested in specific fixed
income securities. Each contract has its own interest rate
(variable or fixed) and maturity date (generally not longer than
seven years). Although several new contracts are entered into
each year, fund participants earn the composite interest (blended
rate) from the portfolio of contracts held by the fund. Although
individual investment contracts are backed by the issuer, units
of this investment are not backed by PRIMCO, the Plan Sponsor, or
insured by the FDIC. Yield will vary.

(2) THE FIDELITY PURITAN FUND: Puritan Fund is a growth and income
fund. It seeks as much income as possible, consistent with
preservation of capital, by investing in a broadly diversified
portfolio of domestic and foreign common stocks, preferred stocks
and bonds, including lower quality, high yield debt securities.
Dividend amounts will vary. The Fund's share price and return
will fluctuate.

(3) SPARTAN U.S. EQUITY INDEX FUND: Spartan U.S. Equity Index Fund is
a growth and income fund. It seeks investment results that try to
duplicate the composition and total return of the S&P 500 and in
other securities that are based on the value of the Index. The
Fund's manager focuses on duplicating the performance and
composition of the Index versus a strategy of selecting
attractive stocks. The Fund's share price and return will
fluctuate.

(4) THE FIDELITY CONTRAFUND: Contrafund is a growth fund. It seeks
long-term capital appreciation by investing mainly in the
securities of companies believed to be out of favor or
undervalued. The fund invests in domestic and foreign common
stocks and stocks and securities convertible into common stock,
but it may purchase other securities that may produce capital
appreciation. Investing in undervalued or out of favor stocks can
lead to investments in small companies which are not well known.
The stock of small companies may be subject to more frequent and

greater price changes than other companies. The Fund's share
price and return will fluctuate.

(5) THE FIDELITY MAGELLAN FUND: Magellan Fund is a growth fund. It
seeks long-term capital appreciation by investing in the stocks
of both well known and lesser known companies with potentially
above average growth potential and a correspondingly higher level
of risk. Securities may be of foreign, domestic, and
multinational companies. The Fund's share price and return will
fluctuate.

(6) THE FIDELITY SMALL CAP SELECTOR: Small Cap Selector is a growth
fund. It seeks capital appreciation by investing primarily in
companies that have market capitalizations of $750 million or
less at the time of the Fund's investment. Under normal
conditions at least 65% of the Fund's total assets will be
invested in the common or preferred stock of such companies. The
Fund may invest in all types of equity securities, including
common and preferred stock, and may invest a portion of its
assets in the stock of companies with larger market
capitalizations. Shares purchased on or after 11/15/97 held less
than 90 days will be subject to a 1.50% redemption fee. Share
price and return will fluctuate.

(7) THE FIDELITY DIVERSIFIED INTERNATIONAL FUND: Fidelity Diversified
International Fund is an international fund. It seeks capital
growth by investing primarily in equity securities of companies
located anywhere outside the U.S. that are included in the Morgan
Stanley EAFE Index. In selecting investments for the fund, the
manager relies on computer aided quantitative analysis supported
by fundamental research. The Fund seeks to generate more capital
growth than that of the EAFE Index. It is important to remember
that foreign investments pose greater risks and potential rewards
than U.S. investments. The risks include political and economic
uncertainties of foreign countries as well as the risk of
currency fluctuations. Share price and return will fluctuate.

(8) THE RUBBERMAID UNITIZED STOCK FUND: The Rubbermaid Unitized Stock
Fund invests primarily in Rubbermaid Common Stock. It is not a
mutual fund, nor is it a managed option. Its goal is to increase
the value of your investment through capital growth by investing
primarily in Rubbermaid Common Stock along with a small amount of
short-term investments to allow for exchanges or withdrawals
every business day. As with any stock, the value of your
investment may go up or down depending on how your company stock
performs in the market. Investing in a non-diversified, unmanaged
single stock inherently involves more investment risk than
investing in a diversified fund. Performance is directly tied to
the performance of the company as well as to that of the stock
market as a whole. Further information on unitization is set
forth below.

The Trustee maintains separate accounts showing each type of
contribution and the interest of each participant in all of the eight
investment funds. The Trustee revalues the investment funds and
allocates earnings and any increases or decreases in the value of each
fund to the participant's individual accounts daily. The allocation is
made in direct proportion to the relative size of each individual
participant's balance in a particular investment fund in relation to
the balances of all participants in that Fund. The Trustee has full
and exclusive powers of management and control over investment fund
assets of which it has custody and control. The Trustee and not the
participant has the right to vote the securities (other than
Rubbermaid Common Stock reflected in the Rubbermaid Unitized Stock
Fund) held in the investment funds and to exercise any other rights
with respect to such securities.

A participant's interest in the Rubbermaid Unitized Stock Fund is
accounted for in units, rather than on a per share basis. The value of
a unit reflects the combined market value of the underlying Rubbermaid
Common Stock and the market value of the short term cash position used
to meet the daily cash transaction needs of the Rubbermaid Unitized
Stock Fund. The market value of the Rubbermaid Common Stock portion of
the Rubbermaid Unitized Stock Fund is based on the closing price of
the Rubbermaid Common Stock on the New York Stock Exchange multiplied
by the total number of shares held in the Rubbermaid Unitized Stock
Fund. After determining the market value of the Rubbermaid Common
Stock portion of the Rubbermaid Unitized Stock Fund, the value of the
cash position is added and the total is divided by the number of
outstanding units to determine the daily unit value.

All contributions are invested and held by the Trustee in accordance
with the terms of the Plan and the trust maintained to hold assets of
the Plan. Income and proceeds from the sale of investments of each
investment fund are reinvested in that investment fund by the Trustee.
The Trustee or any applicable Investment Manager purchases the assets
of the investment funds on the open market except that the Trustee may
purchase Rubbermaid Common Stock from Rubbermaid in accordance with
the requirements of Section 408 of ERISA.

The Trustee may use a number of brokers to buy and sell securities for
the Plan. The selection of these brokers is based on an analysis of
the services they provide and the importance of these services in
aiding the investment function. Services include research on
economics, industries, and companies, including both fundamental and
technical information. These research services are used by the Trustee
to service all of its accounts, and not all of these services are used
in connection with Plan investments. Commissions paid to the brokers
are paid by the Trustee and are based on a uniform discount schedule
established by the Trustee.

RATES OF RETURN

A summary of the investment performance for each of the investment
funds is set forth below.

CUMULATIVE TOTAL RETURNS
FUND NAME PERIOD ENDING DECEMBER 31, 1997
--------- -------------------------------
3 MONTH 1 YEAR 3 YEAR
------- ------ ------

Stable Value Fund 1.57% 6.35% 21.11%
Spartan U.S. Equity 2.81% 33.04% 123.99%
Index Fund

Fidelity Puritan Fund 2.38% 22.35% 71.13%

Fidelity Contrafund 1.20% 23.00% 104.39%
Fidelity Magellan Fund .40% 26.59% 93.45%

Fidelity Small Cap .83% 27.25% 83.11%
Selector Fund

Fidelity Diversified 4.30% 13.72% 61.02%
International Fund

Investment results reflect past performance and do not guarantee or
predict future results. Interests in the Stable Value Fund are not
deposits or other obligations issued, endorsed, or guaranteed by
Fidelity Management Trust Company or any of its affiliates. These
interests, and interests or shares in any other investment fund, are
not insured by the U.S. Government, the Federal Deposit Insurance
Corporation, or any other governmental agency.

The chart to the right provides historical market price data for the
Rubbermaid Common Stock for the 5-year period ending on December 31,
1997 on the New York Stock Exchange.

Each investment fund's return to individual participants will not
necessarily equal reported returns, because of the timing of
contributions and investments and the allocation of earnings, as well
as the diluting impact of cash or cash equivalents held by each fund
for distributions or withdrawals.

Quarter-End Date High Low Close
---------------- ---- --- -----

3/31/93 $ 35 $ 34 3/8 $ 35
6/30/93 $ 28 7/8 $ 27 7/8 $ 28 3/8
9/30/93 $ 33 3/8 $ 32 7/8 $ 33 1/8
12/31/93 $ 35 1/2 $ 34 3/4 $ 34 3/4

3/31/94 $ 27 3/4 $ 26 1/8 $ 27 1/4
6/30/94 $ 26 5/8 $ 26 1/8 $ 26 1/4
9/30/94 $ 26 3/4 $ 26 3/8 $ 26 5/8
12/30/94 $ 29 3/4 $ 25 3/8 $ 28 3/4

3/31/95 $ 34 1/4 $ 27 3/8 $ 33
6/30/95 $ 33 1/2 $ 25 3/4 $ 27 3/4
9/30/95 $ 30 3/4 $ 27 $ 27 5/8
12/31/95 $ 28 1/2 $ 24 3/4 $ 25 1/2

3/31/96 $ 30 3/8 $ 25 1/4 $ 28 3/8
6/30/96 $ 29 1/2 $ 26 5/8 $ 27 1/4
9/30/96 $ 24 5/8 $ 24 1/8 $ 24 1/2
12/31/96 $ 23 $ 22 5/8 $ 22 5/8

3/31/97 $24 7/8 $21 5/8 $24 7/8
6/30/97 $30 $24 $29 3/4
9/30/97 $30 5/16 $24 3/4 $25 9/16
12/31/97 $26 1/2 $23 5/16 $24 13/16

APPENDIX C STABLE VALUE FUND

INVESTMENT OBJECTIVE
The objective of this Fund is to seek preservation of capital, provide
a reasonably predictable return that moves gradually toward current
market interest rates while over time producing a return higher than
that offered by money market funds, maintain diversification across
all investment categories, and maintain adequate liquidity for
participant elections. The Fund is considered conservative because it
is designed to minimize the fluctuations in principal value that may
be experienced in stock and bond funds. The trade-off for the lower
risk of this investment is the potential for a lower return than that
earned in other options.

FUND DESCRIPTION
The Stable Value Fund assets consist of a number of investment
contracts with a diversified group of insurance companies, banks, and
other financial institutions. Each contract has its own specific
terms including interest rate and maturity date. The Fund invests
primarily in alternative investment contracts issued by insurance
companies or banks and backed by high grade fixed income assets. The
contract issuer provides a "wrap" of the underlying assets, which
assumes payment of benefits, if needed, at contract value (cost plus
interest). In some instances, the Plan will have title to the

underlying assets that are held in a custodial account. In others,
the assets may be held through ownership of units of a fund or trust,
or units of an insurance company's separate account. The crediting
rate of these investments is based on the returns of the underlying
assets, however, this return is spread over the life of the contract
so as to produce a stable overall return for the Fund. Additionally,
the Fund utilizes general account investment contracts issued by
insurance companies or banks that contract to return the invested
amount plus a rate of interest at a designated future date. The
quality of this promise is based on the financial condition of the
contract issuer.

PORTFOLIO QUALITY BY S&P RATINGS
As the Fund seeks to preserve principal value, PRIMCO controls risk by
purchasing high quality, well diversified investments. Credit quality
is the foundation on which investment decisions for the portfolio are
based. All investments made for the Fund are rated AA- or better at
the time of purchase. The investments are not guaranteed by
Rubbermaid Incorporated, PRIMCO, nor guaranteed or insured by the U.S.
Government.

STABLE VALUE FUND
PORTFOLIO QUALITY
BY S&P RATING*

DECEMBER 31, 1997

[GRAPH]

The credited rate of the Fund is the average yield of all investments
held in the Fund. As new investments are made and older investments
are replaced at maturity, the average credited rate may change. In
general, the credited rate will move toward current interest rates.
The magnitude of the change depends on current rates and the amount of
the portfolio being reinvested. Annual investment management fees and
certain other administrative fees are netted against the return of the
Fund.

RATING DEFINITION

AAA Superior financial security on an absolute and relative basis.
Capacity to meet policyholder obligations is overwhelming under a
variety of economic and underwriting conditions.

AA+ Excellent financial security. Capacity to meet
AA policyholder obligations is strong under a variety
AA- of economic and underwriting conditions.

A+ Good financial security. Capacity to meet

A policyholder obligations is somewhat susceptible to adverse
economic and underwriting conditions.

* Using definitions from Standard & Poor's. Other ratings use
similar definitions.

PERFORMANCE DATA:

Annualized Return (12/31/97)

[GRAPH]

Returns For Period Ended 12/31/97

Total Return Annualized

3 Month 1.59% 6.44%

1 Year 6.46% 6.46%
3 Year 22.24% 6.63%

5 Year 40.83% 7.09%

Since 2/28/90 83.45% 8.05%

Returns are net of investment management fees. Recordkeeping, trustee
and other administrative fees are not reflected in these returns.

INVESTOR TYPE
* Investors seeking minimal fluctuations in principal investment.
* Investors looking for a competitive market interest rate with
minimal overall risk.
* Investor willing to trade lower return potential for lower risk.
* Investors looking to balance the volatility of equity investments
by adding a Fund designed to preserve principal into their
portfolio allocation.

FUND MANAGER
PRIMCO Capital Management, Inc. was hired in 1990 as investment
manager for the Stable Value Fund. Founded in 1985, PRIMCO specializes
in managing stable value funds and currently has over $19 billion in
assets under management. PRIMCO is a registered investment advisor

located in Louisville, Kentucky with an office in Portland, Oregon.
PRIMCO is a wholly owned subsidiary of INVESCO, a member of the
AMVESCAP PLC (formerly INVESCO PLC) global investment management
organization. AMVESCAP PLC currently manages over $190 billion in
assets (foreign and domestic) for corporate, public and jointly
trusteed retirement plans, foundations, endowments, and a host of
other institutional clients.

FEES
Participants investing in the Stable Value Fund may incur various fees
which are deducted from participant accounts in the following
different ways:

1. In proportion to the value of each participant's fund balance:
* Investment management fees
* Annual loan maintenance fees (for loans initiated prior to
09/01/97)
* Annual zero balance account fees for newly eligible
participants

2. In equal dollar amount from each participant's account balance:
* Fees to comply with government rules and regulations
* Annual participant recordkeeping fees
* Legal, accounting, actuarial and trustee fees

3. Directly from each participant's account balance for those
incurring the fees:
* Minimum Required Distribution fees
* New loan set up fees
* Annual loan maintenance fees (for loans initiated on or
after 09/01/97)

LIMITATION OF LIABILITY

Neither Newell, Rubbermaid, its agent (including Newell or Rubbermaid
if it is acting as such) in administering the Plan, nor the agent
shall be liable for any act done in good faith or for the good faith
omission to act in connection with the Plan. However, nothing
contained herein shall affect a Participant's right to bring a cause
of action based on alleged violations of federal securities laws.

USE OF PROCEEDS

Newell does not anticipate that it will realize any net proceeds from the
issuance of its common stock under the Plan.

PLAN OF DISTRIBUTION

The common stock being offered hereby is offered pursuant to the Plan,
the terms of which provide for the issuance of common stock in
connection with investment of participant and employer contributions
to the Plan.

DESCRIPTION OF COMMON SHARES

Newell's certificate of incorporation authorizes the issuance of
400,000,000 shares of Common Stock, of which 162,728,371 were issued and
outstanding on February 8, 1999. The description of the Common Stock is
incorporated by reference into this Prospectus. See "Incorporation of
Information by Reference" for information on how to obtain a copy of
this description.

EXPERTS

The consolidated financial statements of Newell set forth in Newell's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998
have been audited by Arthur Andersen LLP, independent accountants, as
stated in their report dated January 27, 1999 included in the Form
10-K and incorporated by reference in this document. Those consolidated
financial statements have been incorporated by reference in this
document and in reliance upon Arthur Andersen LLP's report given
upon the authority of that firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for Newell by Schiff Hardin & Waite,
Chicago, Illinois. Schiff Hardin & Waite has advised Newell that a
member of the firm participating in the representation of Newell owns
approximately 3,900 shares of Newell common stock.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the offering are as
follows:

Registration fee under the Securities Act . . . . . . . $ 1,104
Legal fees and expenses . . . . . . . . . . . . . . . . $15,000
Accounting fees and expenses . . . . . . . . . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . $15,000
-------
Total . . . . . . . . . . . . . . . . . . $36,104

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102 of the Delaware law allows a corporation to eliminate
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his or her duty
of loyalty to the corporation or its stockholders, failed to act in
good faith, engaged in intentional misconduct or a knowing violation
of the law, willfully or negligently authorized the unlawful payment
of a dividend or approved an unlawful stock redemption or repurchase
or obtained an improper personal benefit. Newell's Charter contains a
provision which eliminates directors' personal liability as set forth
above.

The Charter and the Bylaws of Newell provide in effect that
Newell shall indemnify its directors and officers to the extent
permitted by the Delaware law. Section 145 of the Delaware law
provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.

Subsection (a) of Section 145 of the Delaware law empowers a
corporation to indemnify any director, officer, employee or agent, or
former director, officer, employee or agent, who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding
provided that such director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, provided that such director,
officer, employee or agent had no reasonable cause to believe that his
or her conduct was unlawful.

Subsection (b) of Section 145 of the Delaware law empowers a
corporation to indemnify any director, officer, employee or agent, or
former director, officer, employee or agent, who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit
provided that such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.

Section 145 further provides that to the extent that a director
or officer or employee of a corporation has been successful in the
defense of any action, suit or proceeding referred to in subsections
(a) and (b) or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection
therewith; that indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which the party seeking
indemnification may be entitled; and the corporation is empowered to
purchase and maintain insurance on behalf of a director, officer,
employee or agent of the corporation against any liability asserted
against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145; and that, unless indemnification is
ordered by a court, the determination that indemnification under
subsections (a) and (b) of Section 145 is proper because the director,
officer, employee or agent has met the applicable standard of conduct
under such subsections shall be made by (1) a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or
if such directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.

Newell has in effect insurance policies for general officers' and
directors' liability insurance covering all of Newell's officers and
directors. Newell also has entered into indemnification agreements
with each of its officers and directors that provide that the officers
and directors will be entitled to their indemnification rights as they
existed at the time they entered into the agreements, regardless of
subsequent changes in Newell's indemnification policy.

Pursuant to an Agreement and Plan of Merger by and between Newell
Co., Rooster Company and Rubbermaid Incorporated dated as of October

20, 1998 (the "Merger Agreement"), Newell will, to the fullest extent
not prohibited by applicable law, indemnify, defend and hold harmless
each person who is now, or has been at any time prior to the date of
the merger agreement, or who becomes prior to the Effective Time (as
defined in the Merger Agreement), an officer, director of employee of
Rubbermaid or any of its subsidiaries against any losses, expenses,
claims, damages or liabilities (1) arising out of acts or omissions
occurring at or prior to the Effective Time that are based on or
arising out of the fact that such person is or was a director, officer
or employee of Rubbermaid or any of its subsidiaries or served as a
fiduciary under or with respect to any Rubbermaid employee benefit
plan and (2) to the extent they are based on or arise out of the
transactions contemplated by the Merger Agreement. In addition, from
and after the Effective Time, directors and officers of Rubbermaid who
become directors or officers of Newell will be entitled to
indemnification under the Charter and the Bylaws of Newell, as the
same may be amended from time to time in accordance with their terms
and applicable law, and to all other indemnity rights and protections
as are afforded to other directors and officers of Newell.

Additionally, for six years after the Effective Time, Newell will
maintain in effect Rubbermaid's current directors' and officers'
liability insurance covering acts or omissions occurring prior to the
Effective Time with respect to those persons who are currently covered
by Rubbermaid's directors' and officers' liability insurance policy on
terms with respect to such coverage and amount no less favorable than
those of such policy in effect on the date of the Merger Agreement;
provided that Newell may substitute policies of Newell or its
subsidiaries containing terms with respect to coverage and amount no
less favorable to such directors or officers. Newell will not be
required to pay aggregate premiums for the insurance described in this
paragraph in excess of 200% of the aggregate premiums paid by
Rubbermaid in 1998, except that if the annual premiums of such
insurance coverage exceed such amount, Newell will be obligated to
obtain a policy with the best coverage available, in the reasonable
judgment of Newell's Board, for a cost up to but not exceeding such
amount.

For six years after the Effective Time, Newell will also maintain
in effect Rubbermaid's current fiduciary liability insurance policies
for employees who serve or have served as fiduciaries under any
Rubbermaid benefit plan with coverages and in amounts no less
favorable than those of such policy in effect on the date of the
Merger Agreement.

ITEM 16. EXHIBITS.

The Exhibits filed herewith are set forth on the Exhibit Index
filed as part of this Registration Statement.

ITEM 17. UNDERTAKINGS.

(a) Newell hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering rang may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 242(b) if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement; and

(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on form s-3,
form s-8 or form f-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by Newell pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) Newell hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
Newell's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15 (d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Newell pursuant to the foregoing provisions, or otherwise,
Newell has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by Newell of expenses incurred or paid by a director, officer
or controlling person of Newell in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
Newell will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Rockford, State of Illinois, on the 24th day of March, 1999.

NEWELL CO.
(Registrant)

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

Each person whose signature appears below appoints, John J.
McDonough, William T. Alldredge and Dale L. Matschullat, or any one
of them, as such person's true and lawful attorneys to execute in
the name of each such person, and to file, any amendments to this
Registration Statement that any of such attorneys shall deem
necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission with respect
thereto, in connection with this Registration Statement, which amend-
ments may make such changes in such Registration Statement as any
of the above-named attorneys deems appropriate, and to comply with
the undertakings of the Registrant made in connection with this
Registration Statement; and each of the undersigned hereby ratifies
all that either of said attorneys shall do or cause to be done by
virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the follow-
ing persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ John J. McDonough Chief March 24, 1999
------------------------------- Executive Officer (Principal
John J. McDonough Executive Officer) and Director

/s/ Thomas A. Ferguson, Jr. President and Chief March 24, 1999
------------------------------- Operating Officer and Director
Thomas A. Ferguson, Jr.

/s/ Donald L. Krause Senior Vice President - Corporate March 24, 1999
------------------------------- Controller (Principal Accounting
Donald L. Krause Officer)

/s/ William T. Alldredge Vice President - Finance March 24, 1999
------------------------------- (Principal Financial Officer)
William T. Alldredge

/s/ William P. Sovey Chairman of the Board of March 24, 1999
------------------------------- Directors
William P. Sovey

/s/ Alton F. Doody Director March 24, 1999
-------------------------------
Alton F. Doody

/s/ Daniel C. Ferguson Director March 24, 1999
-------------------------------
Daniel C. Ferguson

/s/ Robert L. Katz Director March 24, 1999
-------------------------------
Robert L. Katz

/s/ Elizabeth Cuthbert Millett Director March 24, 1999
----------------------------------
Elizabeth Cuthbert Millett

/s/ Cynthia A. Montgomery Director March 24, 1999
--------------------------------
Cynthia A. Montgomery

/s/ Allan P. Newell Director March 24, 1999
--------------------------------
Allan P. Newell

INDEX TO EXHIBITS

Exhibit
Number Exhibit
------ -------

2* Agreement and Plan of Merger dated as of
October 20, 1998, among Newell, Rubbermaid
and Rooster Company (incorporated by
reference to Annex A to the joint proxy
statement/prospectus contained in Newell's
Registration Statement on Form S-4 (File No.
333-71747) effective February 4, 1999.

4.1 Rubbermaid Retirement Plan for Collectively
Bargained Employees (including First Amendment
thereto).

4.2* Rights Agreement, dated as of August 6,
1998, between Newell and First Chicago Trust
Company of New York (incorporated by
reference to Exhibit I to Newell's
Registration Statement on Form 8-A12B (Reg.
No. 1-09608), filed with the Commission on
August 28, 1998).

5 Opinion of Schiff Hardin & Waite.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Schiff Hardin & Waite (included
in its opinion filed as Exhibit 5 in this
Registration Statement).

24 Power of Attorney (set forth on the
signature page).

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

* Previously filed.


                                                           EXHIBIT 4.1
                                                           -----------
















                         RUBBERMAID RETIREMENT PLAN
                    FOR COLLECTIVELY-BARGAINED ASSOCIATES





                              TABLE OF CONTENTS


                                  PREAMBLE

                                  ARTICLE I
                                 DEFINITIONS

        1.1   PLAN DEFINITIONS  . . . . . . . . . . . . . . . . . . .    2
        1.2   INTERPRETATION  . . . . . . . . . . . . . . . . . . . .    8

                                 ARTICLE II
                               VESTING SERVICE

        2.1   CREDITING OF HOURS OF SERVICE . . . . . . . . . . . . .    8
        2.2   HOURS OF SERVICE EQUIVALENCIES  . . . . . . . . . . . .   10
        2.3   LIMITATIONS ON CREDITING OF HOURS OF SERVICE  . . . . .   10
        2.4   DEPARTMENT OF LABOR RULES . . . . . . . . . . . . . . .   11
        2.5   YEARS OF VESTING SERVICE  . . . . . . . . . . . . . . .   11

                                 ARTICLE III
                                 ELIGIBILITY

        3.1   ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . .   11
        3.2   TRANSFERS OF EMPLOYMENT . . . . . . . . . . . . . . . .   12
        3.3   RE-EMPLOYMENT . . . . . . . . . . . . . . . . . . . . .   12
        3.4   NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES  . . . .   12
        3.5   EFFECT AND DURATION . . . . . . . . . . . . . . . . . .   12

                                 ARTICLE IV
                           DEFERRAL CONTRIBUTIONS

        4.1   DEFERRAL CONTRIBUTIONS  . . . . . . . . . . . . . . . .   12
        4.2   SUSPENSION OF DEFERRAL CONTRIBUTIONS  . . . . . . . . .   13
        4.3   VESTING OF DEFERRAL CONTRIBUTIONS . . . . . . . . . . .   13

                                  ARTICLE V
                     EMPLOYEE AND ROLLOVER CONTRIBUTIONS

        5.1   NO EMPLOYEE CONTRIBUTIONS . . . . . . . . . . . . . . .   13
        5.2   ROLLOVER CONTRIBUTIONS  . . . . . . . . . . . . . . . .   13
        5.3   VESTING OF EMPLOYEE CONTRIBUTIONS . . . . . . . . . . .   13

                                 ARTICLE VI
                       EMPLOYER REGULAR CONTRIBUTIONS

        6.1   CONTRIBUTION PERIOD . . . . . . . . . . . . . . . . . .   14
        6.2   EMPLOYER REGULAR CONTRIBUTIONS  . . . . . . . . . . . .   14
        6.3   ALLOCATION OF EMPLOYER REGULAR CONTRIBUTIONS  . . . . .   14
        6.4   VERIFICATION OF AMOUNT OF EMPLOYER REGULAR
              CONTRIBUTIONS BY THE EMPLOYER . . . . . . . . . . . . .   15

                                     (i)





        6.5   PAYMENT OF EMPLOYER REGULAR CONTRIBUTIONS . . . . . . .   15
        6.6   ELIGIBILITY TO PARTICIPATE IN ALLOCATION  . . . . . . .   15
        6.7   VESTING OF EMPLOYER REGULAR CONTRIBUTIONS . . . . . . .   16
        6.8   ELECTION OF FORMER VESTING SCHEDULE . . . . . . . . . .   16

                                 ARTICLE VII
                        LIMITATIONS ON CONTRIBUTIONS

        7.1   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .   17
        7.2   CODE SECTION 402(G) LIMIT . . . . . . . . . . . . . . .   18
        7.3   DISTRIBUTION OF EXCESS DEFERRALS  . . . . . . . . . . .   19
        7.4   LIMITATION ON DEFERRAL CONTRIBUTIONS OF HIGHLY
              COMPENSATED EMPLOYEES . . . . . . . . . . . . . . . . .   19
        7.5   DISTRIBUTION OF EXCESS DEFERRAL CONTRIBUTIONS . . . . .   21
        7.6   DETERMINATION OF INCOME OR LOSS . . . . . . . . . . . .   21
        7.7   CODE SECTION 415 LIMITATIONS ON CREDITING OF
              CONTRIBUTIONS AND FORFEITURES . . . . . . . . . . . . .   21
        7.8   COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION
              PLAN  . . . . . . . . . . . . . . . . . . . . . . . . .   22
        7.9   COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN . . . . .   23
        7.10  SCOPE OF LIMITATIONS  . . . . . . . . . . . . . . . . .   23

                                ARTICLE VIII
                          TRUST FUNDS AND ACCOUNTS

        8.1   GENERAL FUND  . . . . . . . . . . . . . . . . . . . . .   24
        8.2   INVESTMENT FUNDS  . . . . . . . . . . . . . . . . . . .   24
        8.3   LOAN INVESTMENT FUND  . . . . . . . . . . . . . . . . .   24
        8.4   INCOME ON TRUST . . . . . . . . . . . . . . . . . . . .   24
        8.5   ACCOUNTS  . . . . . . . . . . . . . . . . . . . . . . .   25
        8.6   SUB-ACCOUNTS  . . . . . . . . . . . . . . . . . . . . .   25

                                 ARTICLE IX
                   DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

        9.1   FUTURE CONTRIBUTIONS INVESTMENT ELECTIONS . . . . . . .   25
        9.2   DEPOSIT OF CONTRIBUTIONS  . . . . . . . . . . . . . . .   25
        9.3   ELECTION TO TRANSFER BETWEEN FUNDS  . . . . . . . . . .   26
        9.4   404(C) PLAN . . . . . . . . . . . . . . . . . . . . . .   26
        9.5   INVESTMENT IN EMPLOYER SECURITIES . . . . . . . . . . .   26

                                  ARTICLE X
                       CREDITING AND VALUING ACCOUNTS

        10.1  CREDITING ACCOUNTS  . . . . . . . . . . . . . . . . . .   27
        10.2  VALUING ACCOUNTS  . . . . . . . . . . . . . . . . . . .   27
        10.3  PLAN VALUATION PROCEDURES . . . . . . . . . . . . . . .   27
        10.4  FINALITY OF DETERMINATIONS  . . . . . . . . . . . . . .   28
        10.5  NOTIFICATION  . . . . . . . . . . . . . . . . . . . . .   28


                                    (ii)




                                 ARTICLE XI
                                    LOANS

        11.1  APPLICATION FOR LOAN  . . . . . . . . . . . . . . . . .   28
        11.2  REDUCTION OF ACCOUNT UPON DISTRIBUTION  . . . . . . . .   29
        11.3  REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION  . . . .   29
        11.4  ADMINISTRATION OF LOAN INVESTMENT FUND  . . . . . . . .   30
        11.5  DEFAULT . . . . . . . . . . . . . . . . . . . . . . . .   30
        11.6  LOANS GRANTED PRIOR TO SPINOFF  . . . . . . . . . . . .   30

                                 ARTICLE XII
                         WITHDRAWALS WHILE EMPLOYED

        12.1  WITHDRAWALS OF EMPLOYEE CONTRIBUTIONS-NON-DEDUCTIBLE  .   31
        12.2  LIMITATIONS ON WITHDRAWALS  . . . . . . . . . . . . . .   31
        12.3  ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS .   31

                                ARTICLE XII
                       TREATMENT OF NON-VESTED AMOUNTS
                         FOLLOWING TERMINATION DATE

        13.1  NOTICE OF TERMINATION DATE  . . . . . . . . . . . . . .   31
        13.2  SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS  . . . . . .   32
        13.3  DISPOSITION OF NON-VESTED AMOUNTS . . . . . . . . . . .   32
        13.4  RECREDITING OF FORFEITED AMOUNTS  . . . . . . . . . . .   32

                                 ARTICLE XIV
                                DISTRIBUTIONS

        14.1  DISTRIBUTIONS TO PARTICIPANTS . . . . . . . . . . . . .   33
        14.2  DISTRIBUTIONS TO BENEFICIARIES  . . . . . . . . . . . .   33
        14.3  CASH OUTS AND PARTICIPANT CONSENT . . . . . . . . . . .   34
        14.4  REQUIRED COMMENCEMENT OF DISTRIBUTION . . . . . . . . .   35
        14.5  RE-EMPLOYMENT OF A PARTICIPANT  . . . . . . . . . . . .   35
        14.6  RESTRICTIONS ON ALIENATION  . . . . . . . . . . . . . .   35
        14.7  FACILITY OF PAYMENT . . . . . . . . . . . . . . . . . .   36
        14.8  INABILITY TO LOCATE PAYEE . . . . . . . . . . . . . . .   36
        14.9  DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS
              ORDERS  . . . . . . . . . . . . . . . . . . . . . . . .   36

                                 ARTICLE XV
                               FORM OF PAYMENT

        15.1  NORMAL FORM OF PAYMENT  . . . . . . . . . . . . . . . .   37
        15.2  OPTIONAL FORM OF PAYMENT  . . . . . . . . . . . . . . .   37
        15.3  CHANGE OF OPTION ELECTION . . . . . . . . . . . . . . .   37
        15.4  DIRECT ROLLOVER . . . . . . . . . . . . . . . . . . . .   37
        15.5  NOTICE REGARDING FORMS OF PAYMENT . . . . . . . . . . .   38
        15.6  RE-EMPLOYMENT . . . . . . . . . . . . . . . . . . . . .   39
        15.7  SECTION 242(B)(2) ELECTIONS . . . . . . . . . . . . . .   39

                                 ARTICLE XVI
                                BENEFICIARIES

        16.1  DESIGNATION OF BENEFICIARY  . . . . . . . . . . . . . .   40
        16.2  SPOUSAL CONSENT REQUIREMENTS  . . . . . . . . . . . . .   40


                                    (iii)





                                ARTICLE XVII
                               ADMINISTRATION

        17.1  AUTHORITY OF THE EMPLOYER . . . . . . . . . . . . . . .   41
        17.2  ACTION OF THE EMPLOYER  . . . . . . . . . . . . . . . .   41
        17.3  CLAIMS REVIEW PROCEDURE . . . . . . . . . . . . . . . .   42
        17.4  QUALIFIED DOMESTIC RELATIONS ORDERS . . . . . . . . . .   43
        17.5  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . .   43
        17.6  ACTIONS BINDING . . . . . . . . . . . . . . . . . . . .   43

                                ARTICLE XVIII
                          AMENDMENT AND TERMINATION

        18.1  AMENDMENT . . . . . . . . . . . . . . . . . . . . . . .   44
        18.2  LIMITATION ON AMENDMENT . . . . . . . . . . . . . . . .   44
        18.3  TERMINATION . . . . . . . . . . . . . . . . . . . . . .   44
        18.4  REORGANIZATION  . . . . . . . . . . . . . . . . . . . .   45

                                 ARTICLE XIX
                          MISCELLANEOUS PROVISIONS

        19.1  NO COMMITMENT AS TO EMPLOYMENT  . . . . . . . . . . . .   46
        19.2  BENEFITS  . . . . . . . . . . . . . . . . . . . . . . .   46
        19.3  NO GUARANTEES . . . . . . . . . . . . . . . . . . . . .   46
        19.4  EXPENSES  . . . . . . . . . . . . . . . . . . . . . . .   46
        19.5  PRECEDENT . . . . . . . . . . . . . . . . . . . . . . .   47
        19.6  DUTY TO FURNISH INFORMATION . . . . . . . . . . . . . .   47
        19.7  WITHHOLDING . . . . . . . . . . . . . . . . . . . . . .   47
        19.8  MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS . . .   47
        19.9  BACK PAY AWARDS . . . . . . . . . . . . . . . . . . . .   47
        19.10 MILITARY LEAVE  . . . . . . . . . . . . . . . . . . . .   48
        19.11 CONDITION ON EMPLOYER REGULAR CONTRIBUTIONS   . . . . .   49
        19.12 RETURN OF CONTRIBUTIONS TO THE EMPLOYER   . . . . . . .   50
        19.13 VALIDITY OF PLAN  . . . . . . . . . . . . . . . . . . .   50
        19.14 TRUST AGREEMENT.  . . . . . . . . . . . . . . . . . . .   50
        19.15 PARTIES BOUND.  . . . . . . . . . . . . . . . . . . . .   50
        19.16 APPLICATION OF CERTAIN PLAN PROVISIONS  . . . . . . . .   50
        19.17 LEASED EMPLOYEES  . . . . . . . . . . . . . . . . . . .   51
        19.18 TRANSFERRED FUNDS . . . . . . . . . . . . . . . . . . .   51

                                 ARTICLE XX
                               EFFECTIVE DATE

        20.1 EFFECTIVE DATE OF PLAN . . . . . . . . . . . . . . . . .   51








                                    (iv)





                                  PREAMBLE


   The Plan established hereunder, to be known as the Rubbermaid
   Retirement Plan for Collectively-Bargained Associates, is a spin-off
   plan from the Rubbermaid Retirement Plan (the "Prior Plan") that was
   effective April 1, 1995.  All assets and liabilities with respect to
   eligible employees were spun off from the Prior Plan and transferred
   to the Plan.  All sub-accounts with respect to eligible employees
   under the Prior Plan were transferred into similar sub-accounts
   maintained under the Plan and became subject to all the provisions of
   the Plan applicable to such sub-accounts, including the vesting,
   withdrawal, and distribution provisions; provided, however, that such
   transfer did not operate to eliminate any form of payment or other
   benefit protected under Section 411(d)(6) of the Code.

   Notwithstanding any other provision of the Plan to the contrary, a
   Participant's vested interest in his Account under the Plan on and
   after the effective date of the Plan shall not be less than his vested
   interest in his account under the Prior Plan on the day immediately
   preceding the effective date of the Plan.

   The Plan is intended to qualify as a profit-sharing plan under Section
   401(a) of the Code, and includes a cash or deferred arrangement that
   is intended to qualify under Section 401(k) of the Code.  The Plan is
   maintained for the exclusive benefit of eligible employees and their
   beneficiaries.

























                                      1





                                  ARTICLE I
                                 DEFINITIONS


   1.1  PLAN DEFINITIONS

   As used herein, the following words and phrases have the meanings
   hereinafter set forth, unless a different meaning is plainly required
   by the context:

   An "Account" means the account maintained by the Trustee in the name
   of a Participant that reflects his interest in the Trust and any
   Sub-Accounts maintained thereunder, as provided in Article VIII.

   The "Administrator" means the Employer unless the Employer designates
   another person or persons to act as such.  Beginning August 1, 1995,
   the Employer designates the Benefit Plans Committee as Administrator.

   The "Beneficiary" of a Participant means the person or persons
   entitled under the provisions of the Plan to receive distribution
   hereunder in the event the Participant dies before receiving
   distribution of his entire interest under the Plan.

   A "Break in Service" means any Plan Year during which the person
   completes less than 501 Hours of Service.

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

   The "Compensation" of a Participant for any period means the
   following:

   (a)  the total amount of regular or base wages paid to the Participant
        by the Employer for employment as an Employee during the
        Contribution Period, including any payments for overtime computed
        at the basic rate;

   (b)  any shift differential, but excluding any premium pay in excess
        of the basic rate of the shift differential and any bonus paid;
        and

   (c)  any amount described under (a) or (b) above that would have been
        payable to the Participant during the Contribution Period except
        for his election to contribute such amount to a plan specified
        under Section 125 of the Code.

   The following special rules shall apply:



                                      2





   (d)  Except as otherwise determined by the Administrator to prevent
        duplication of benefits under the Plan and any other plan
        maintained by an Employer or a Related Company, if an employee
        transfers directly from employment with the Employer or with a
        Related Company in a capacity other than as an Employee to
        employment as an Employee, amounts paid to such Employee by the
        Related Company or Employer for the Contribution Period prior to
        the transfer shall be treated as having been paid by the Employer
        for employment as an Employee.

   (d)  If an Employee is on Military Leave, Compensation for each month
        in which the Employee is absent because of Military Leave shall
        be imputed to the Employee based on the amount of Compensation
        paid to the Employee by the Employer during the 12-consecutive-
        month period ending on the date the Employee's Military Leave
        began divided by the number of months and partial months during
        such 12-consecutive-month period for which Compensation was
        actually paid to the Employee.

   In no event, however, shall the Compensation of a Participant taken
   into account under the Plan for any Plan Year exceed $150,000 (subject
   to adjustment annually as provided in Section 401(a)(17)(B) and
   Section 415(d) of the Code).  If the Compensation of a Participant is
   determined over a period of time that contains fewer than 12 calendar
   months, then the annual compensation limitation described above shall
   be adjusted with respect to that Participant by multiplying the annual
   compensation limitation in effect for the Plan Year by a fraction the
   numerator of which is the number of full months in the period and the
   denominator of which is 12; provided, however, that no proration is
   required for a Participant who is covered under the Plan for less than
   one full Plan Year if the formula for allocations is based on
   Compensation for a period of at least 12 months.  In determining the
   Compensation, for purposes of applying the annual compensation
   limitation described above, of a Participant who is a five percent
   owner or among the ten Highly Compensated Employees receiving the
   greatest Compensation for the Plan Year, the Compensation of the
   Participant's spouse and of his lineal descendants who have not
   attained age 19 as of the close of the Plan Year shall be included as
   Compensation of the Participant for the Plan Year.  If as a result of
   applying the family aggregation rule described in the preceding
   sentence the annual compensation limitation would be exceeded, the
   limitation shall be prorated among the affected family members in
   proportion to each member's Compensation as determined prior to
   application of the family aggregation rules.

   A "Contribution Period" means the period specified in Article VI for
   which Employer Regular Contributions shall be made.

   A "Deferral Contribution" means the amount contributed to the Plan on
   a Participant's behalf by the Employer in accordance with his deferral
   authorization executed pursuant to Article IV.

                                      3





   "Disabled" or "Disability" means a physical or mental condition
   arising after an Employee has become an Eligible Employee which
   totally and permanently prevents the Participant from engaging in any
   occupation or employment for remuneration or profit for the Employer
   or a Related Company, except for purposes of rehabilitation not
   incompatible with a finding of total and permanent disability.  The
   Administrator shall determine Disability hereunder on the basis of the
   certificate of a physician acceptable to it and evidence that the
   Employee is eligible for either (1) waiver of the premium under any
   long term group life insurance plan sponsored by the Employer, but
   administered by a third party or (2) disability benefits under the
   terms of the Social Security Act.

   An "Eligible Employee" means any Employee who has met the eligibility
   requirements of Article III to have Deferral Contributions made to the
   Plan on his behalf.

   An "Employee" means any employee of the Employer who is covered by a
   collective bargaining agreement between the Employer and the United
   Steelworkers of America, Rubber/Plastic Industry Conference, Local No.
   302.

   An "Employee Contribution" means any after-tax employee contribution
   made to the Prior Plan by a Participant prior to January 1, 1987,
   including both Employee Contributions-Deductible and Employee
   Contributions-Non-Deductible.

   An "Employee Contribution-Deductible" means any after-tax employee
   contribution made to the Prior Plan by a Participant prior to January
   1, 1987, for which a deduction was allowable under Section 219(a) of
   the Code for the taxable year in which the contribution was made.

   An "Employee Contribution-Non-Deductible" means any after-tax employee
   contribution made to the Prior Plan by a Participant other than an
   Employee Contribution-Deductible.

   The "Employer" means Rubbermaid Incorporated.

   An "Employer Regular Contribution" means the amount, if any, that the
   Employer contributes to the Plan as provided in Article VI.

   An "Enrollment Date" means each January 1.

   "ERISA" means the Employee Retirement Income Security Act of 1974, as
   amended from time to time.  Reference to a section of ERISA includes
   such section and any comparable section or sections of any future
   legislation that amends, supplements, or supersedes such section.

   The "General Fund" means a Trust Fund maintained by the Trustee as
   required to hold and administer any assets of the Trust that are not
   allocated among any separate Investment Funds as may be provided in

                                      4





   the Plan or the Trust Agreement.  No General Fund shall be maintained
   if all assets of the Trust are allocated among separate Investment
   Funds.

   A "Highly Compensated Employee" means an Employee or former Employee
   who is a highly compensated active employee or highly compensated
   former employee as defined hereunder.

   A "highly compensated active employee" includes any Employee who
   performs services for the Employer during the determination year and
   who (i) was a five percent owner at any time during the determination
   year or the look back year, (ii) received compensation from the
   Employer during the look back year in excess of $75,000 (subject to
   adjustment annually at the same time and in the same manner as under
   Section 415(d) of the Code), (iii) was in the top paid group of
   employees for the look back year and received compensation from the
   Employer during the look back year in excess of $50,000 (subject to
   adjustment annually at the same time and in the same manner as under
   Section 415(d) of the Code), (iv) was an officer of the Employer
   during the look back year and received compensation during that year
   in excess of 50 percent of the dollar limitation in effect for that
   year under Section 415(b)(1)(A) of the Code or, if no officer received
   compensation in excess of that amount for the look back year or the
   determination year, received the greatest compensation for the look
   back year of any officer, or (v) was one of the 100 employees paid the
   greatest compensation by the Employer for the determination year and
   would be described in (ii), (iii), or (iv) above if the term
   "determination year" were substituted for "look back year".

   A "highly compensated former employee" includes any Employee who
   separated from service from the Employer and all Related Companies (or
   is deemed to have separated from service from the Employer and all
   Related Companies) prior to the determination year, performed no
   services for the Employer during the determination year, and was a
   highly compensated active employee for either the separation year or
   any determination year ending on or after the date the Employee
   attains age 55.

   The determination of who is a Highly Compensated Employee hereunder,
   including determinations as to the number and identity of employees in
   the top paid group, the 100 employees receiving the greatest
   compensation from the Employer, the number of employees treated as
   officers, and the compensation considered, shall be made in accordance
   with the provisions of Section 414(q) of the Code and regulations
   issued thereunder.  For purposes of this definition, the following
   terms have the following meanings:

   (a)  The "determination year" means the Plan Year or, if the
        Administrator makes the election provided in paragraph (b) below,
        the period of time, if any, which extends beyond the look back
        year and ends on the last day of the Plan Year for which testing

                                      5





        is being performed (the "lag period").  If the lag period is less
        than 12 months long, the dollar amounts specified in (ii), (iii),
        and (iv) above shall be prorated based upon the number of months
        in the lag period.

   (b)  The "look back year" means the 12-month period immediately
        preceding the determination year; provided, however, that the
        Administrator may elect instead to treat the calendar year ending
        with or within the determination year as the "look back year". 

   An "Hour of Service" with respect to a person means each hour, if any,
   that is credited to him in accordance with the provisions of
   Article II.

   An "Investment Fund" means any separate investment Trust Fund
   maintained by the Trustee as provided in the Plan or the Trust
   Agreement or any separate investment fund maintained by the Trustee,
   to the extent that there are Participant Sub-Accounts under such
   funds, to which assets of the Trust may be allocated and separately
   invested.

   "Military Leave" means an employee's absence from work because of
   service with the armed forces of the United States provided he is
   eligible for re-employment rights under the Uniformed Services
   Employment and Re-employment Rights Act of 1994, and returns to work
   with the Employer or a Related Company within the period during which
   he retains such re-employment rights.

   "Net Profits" means the current and accumulated net earnings of the
   Employer and all Related Companies for the Plan Year (before provision
   for income taxes and excess profits taxes), as included in the
   consolidated financial statements of the Employer in the Annual Report
   to its shareholders for the Plan Year, adjusted as follows:

   (a)  by adding back to said earnings the sum of:  (1) the provisions
        for contributions to this Plan; (2) any net loss from the sale or
        other disposition of capital assets, including depreciable assets
        used in the business; and (3) unusual charges against income as
        specified by action of the board of directors of the Employer
        prior to the close of the Plan Year; and

   (b)  by subtracting from said earnings the sum of:  (1) any gains from
        the sale or other disposition of capital assets, including
        depreciable assets used in the business; (2) an amount equal to
        six percent of the capital and surplus of the Employer at the
        close of the preceding Plan Year; and (3) unusual credits to
        income as specified by action of the board of directors of the
        Employer prior to the close of such Plan Year.

   The calculation and certification of Net Profits shall be made by the
   Employer's independent accountants according to prior accounting

                                      6





   practices and shall not be subject to adjustment at any time
   thereafter for any reason whatsoever.

   The "Normal Retirement Date" of an employee means the date he attains
   age 65.

   A "Participant" means any person who has an Account in the Trust.

   The "Plan" means the Rubbermaid Retirement Plan for Collectively-
   Bargained Associates, as from time to time in effect.

   A "Plan Year" means the 12-consecutive-month period ending each
   December 31.

   The "Prior Plan" means the Rubbermaid Retirement Plan, as in effect on
   March 31, 1995, from which the Plan was spun off.

   A "Related Company" means any corporation or business, other than the
   Employer, which would be aggregated with the Employer for a relevant
   purpose under Section 414 of the Code.

   A "Rollover Contribution" means any rollover contribution to the Plan
   made by a Participant as may be provided in Article V.

   A "Sub-Account" means any of the individual sub-accounts of a
   Participant's Account that is maintained as provided in Article VIII.

   The "Termination Date" of a Participant means the date on which a
   Participant terminates employment with the Employer and all Related
   Companies because of death, Disability, retirement, or other
   termination of employment

   The "Trust" means the trust maintained by the Trustee under the Trust
   Agreement.

   The "Trust Agreement" means the agreement entered into between the
   Employer and the Trustee relating to the holding, investment, and
   reinvestment of the assets of the Plan, together with all amendments
   thereto.

   The "Trustee" means the trustee or any successor trustee which at the
   time shall be designated, qualified, and acting under the Trust
   Agreement.  The Employer may designate a person or persons other than
   the Trustee to perform any responsibility of the Trustee under the
   Plan, other than trustee responsibilities as defined in Section
   405(c)(3) of ERISA, and the Trustee shall not be liable for the
   performance of such person in carrying out such responsibility except
   as otherwise provided by ERISA.  The term Trustee shall include any
   delegate of the Trustee as may be provided in the Trust Agreement.



                                      7





   A "Trust Fund" means any fund maintained under the Trust by the
   Trustee.

   A "Valuation Date" means the date or dates designated by the Employer
   and communicated in writing to the Trustee for the purpose of valuing
   the General Fund and each Investment Fund and adjusting Accounts and
   Sub-Accounts hereunder, which dates need not be uniform with respect
   to the General Fund, each Investment Fund, Account, or Sub-Account;
   provided, however, that the General Fund and each Investment Fund
   shall be valued and each Account and Sub-Account shall be adjusted no
   less often than once annually.

   The "Vesting Service" of an employee means the period or periods of
   service credited to him under the provisions of Article II for
   purposes of determining his vested interest in his Employer Regular
   Contributions Sub-Account.

   1.2  INTERPRETATION

   Where required by the context, the noun, verb, adjective, and adverb
   forms of each defined term shall include any of its other forms. 
   Wherever used herein, the masculine pronoun shall include the
   feminine, the singular shall include the plural, and the plural shall
   include the singular.

                                 ARTICLE II
                               VESTING SERVICE


   2.1  CREDITING OF HOURS OF SERVICE

   A person shall be credited with an Hour of Service for:

   (a)  each hour for which he is paid, or entitled to payment, for the
        performance of duties for the Employer or a Related Company
        during the applicable computation period; provided, however, that
        hours compensated at a premium rate shall be treated as
        straight-time hours;

   (b)  subject to the provisions of Section 2.3, each hour for which he
        is paid, or entitled to payment, by the Employer or a Related
        Company on account of a period of time during which no duties are
        performed (irrespective of whether the employment relationship
        has terminated) due to vacation, holiday, illness, incapacity
        (including disability), lay-off, jury duty, military duty, or
        leave of absence approved by the Administrator;

   (c)  each hour for which he is not paid or entitled to payment, but
        for which he would have been scheduled to work for the Employer
        or a Related Company during the period of time that he is absent


                                      8




        from work while on leave of absence approved by the
        Administrator;

   (d)  each hour for which he is not paid or entitled to payment, but
        for which he would have been scheduled to work for the Employer
        or a Related Company during the period of time that he is absent
        from work while on Military Leave; and

   (e)  each hour for which back pay, irrespective of mitigation of
        damages, is either awarded or agreed to by the Employer or a
        Related Company; provided, however, that the same Hour of Service
        shall not be credited both under paragraph (a) or (b) or (c) or
        (d) of this Section, as the case may be, and under this paragraph
        (e); and provided, further, that the crediting of Hours of
        Service for back pay awarded or agreed to with respect to periods
        described in such paragraph (b) shall be subject to the
        limitations set forth in Section 2.3.

   Notwithstanding the foregoing and solely for purposes of determining
   whether a person who is on a maternity/paternity absence beginning on
   or after the first day of the first Plan Year that commences on or
   after January 1, 1985, has incurred a Break in Service, Hours of
   Service shall include those hours with which such person would
   otherwise have been credited but for such maternity/paternity absence,
   or shall include eight Hours of Service for each day of
   maternity/paternity absence if the actual hours to be credited cannot
   be determined; except that not more than 501 hours are to be credited
   by reason of any maternity/paternity absence.  Any hours included as
   Hours of Service pursuant to the immediately preceding sentence shall
   be credited to the Plan Year in which the absence from employment
   begins, if such person otherwise would incur a Break in Service in
   such Plan Year, or, in any other case, to the immediately following
   Plan Year.

   For purposes of this Section, a "maternity/paternity absence" means a
   person's absence from employment with the Employer or a Related
   Company because of the person's pregnancy, the birth of the person's
   child, the placement of a child with the person in connection with the
   person's adoption of the child, or the caring for the person's child
   immediately following the child's birth or adoption.  A person's
   absence from employment will not be considered a maternity/paternity
   absence unless the person furnishes the Administrator such timely
   information as may reasonably be required to establish that the
   absence was for one of the purposes enumerated in this paragraph and
   to establish the number of days of absence attributable to such
   purpose.






                                      9





   2.2  HOURS OF SERVICE EQUIVALENCIES

   Notwithstanding any other provision of the Plan to the contrary, the
   Employer may elect to credit Hours of Service to its employees in
   accordance with one of the following equivalencies, and if the
   Employer does not maintain records that accurately reflect actual
   hours of service, such Employer shall credit Hours of Service to its
   employees in accordance with one of the following equivalencies:

   (a)  If the Employer maintains its records on the basis of days
        worked, an employee shall be credited with 10 Hours of Service
        for each day on which he is required to be credited with an Hour
        of Service.

   (b)  If the Employer maintains its records on the basis of weeks
        worked, an employee shall be credited with 45 Hours of Service
        for each week in which he is required to be credited with an Hour
        of Service.

   (c)  If the Employer maintains its records on the basis of semi-
        monthly payroll periods, an employee shall be credited with 95
        Hours of Service for each semi-monthly payroll period in which he
        is required to be credited with an Hour of Service.

   (d)  If the Employer maintains its records on the basis of bi-weekly
        payroll periods, an employee shall be credited with 90 Hours of
        Service for each bi-weekly payroll period in which he is required
        to be credited with an Hour of Service.

   (e)  If the Employer maintains its records on the basis of months
        worked, an employee shall be credited with 190 Hours of Service
        for each month in which he is required to be credited with an
        Hour of Service.

   2.3  LIMITATIONS ON CREDITING OF HOURS OF SERVICE

   In the application of the provisions of paragraph (b) of Section 2.2,
   the following shall apply:

   (a)  An hour for which a person is directly or indirectly paid, or
        entitled to payment, on account of a period during which no
        duties are performed shall not be credited to him if such payment
        is made or due under a plan maintained solely for the purpose of
        complying with applicable workers' compensation, unemployment
        compensation, or disability insurance laws.

   (b)  Hours of Service shall not be credited with respect to a payment
        which solely reimburses a person for medical or medically-related
        expenses incurred by him.



                                     10




   (c)  A payment shall be deemed to be made by or due from the Employer
        or a Related Company (i) regardless of whether such payment is
        made by or due from such employer directly or indirectly, through
        (among others) a trust fund or insurer to which any such employer
        contributes or pays premiums, and (ii) regardless of whether
        contributions made or due to such trust fund, insurer, or other
        entity are for the benefit of particular persons or are on behalf
        of a group of persons in the aggregate.

   2.4  DEPARTMENT OF LABOR RULES

   The rules set forth in paragraphs (b) and (c) of Department of Labor
   Regulations Section 2530.200b-2, which relate to determining Hours of
   Service attributable to reasons other than the performance of duties and
   crediting Hours of Service to computation periods, are hereby
   incorporated into the Plan by reference.

   2.5  YEARS OF VESTING SERVICE

   Years of Vesting Service shall be determined in accordance with the
   following provisions:

   (a)  An employee shall be credited with a year of Vesting Service for
        each Plan Year during which he completes at least 1,000 Hours of
        Service.

   (b)  Notwithstanding the provisions of paragraph (a), service
        completed by an employee prior to a Termination Date shall not be
        included in determining the employee's years of Vesting Service
        unless either (1) the employee had a nonforfeitable right to any
        portion of his Account, excluding that portion of his Account
        that is attributable to Employee Contributions, before such
        Termination Date, or (2) the number of his consecutive Breaks in
        Service after such Termination Date is less than the greater of
        five or the aggregate number of his years of Vesting Service
        before such Termination Date.


                                 ARTICLE III
                                 ELIGIBILITY


   3.1  ELIGIBILITY

   Each Employee who was eligible to participate in the Prior Plan
   immediately prior to the effective date of the Plan shall become an
   Eligible Employee on such effective date.  Each other Employee shall
   become an Eligible Employee as of the Enrollment Date coinciding with
   or next following the date on which he becomes an Employee.



                                     11





   3.2  TRANSFERS OF EMPLOYMENT

   If a person is transferred directly from employment with the Employer
   or with a Related Company in a capacity other than as an Employee to
   employment as an Employee, he shall become an Eligible Employee as of
   the later of the date he is so transferred or the date he would have
   become an Eligible Employee if he had been an Employee for his entire
   period of employment with the Employer or Related Company.

   3.3  RE-EMPLOYMENT

   If a person who terminated employment with the Employer and all
   Related Companies is re-employed as an Employee prior to incurring a
   Break in Service, he shall become an Eligible Employee on the later of
   the date he is re-employed or the date he would have become an
   Eligible Employee if he had continued in employment.  If a person who
   terminated employment with the Employer and all Related Companies is
   re-employed as an Employee after incurring a Break in Service, he
   shall become an Eligible Employee as of the Enrollment Date coinciding
   with or next following his re-employment date.

   3.4  NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES

   Each Employer shall notify the Administrator as soon as practicable of
   Employees becoming Eligible Employees as of any date.

   3.5  EFFECT AND DURATION

   Upon becoming an Eligible Employee, an Employee shall be bound by all
   the terms and conditions of the Plan and the Trust Agreement.  A
   person shall continue as an Eligible Employee only so long as he
   continues in employment as an Employee.


                                 ARTICLE IV
                           DEFERRAL CONTRIBUTIONS


   4.1  DEFERRAL CONTRIBUTIONS

   Prior to the date the Employer Regular Contribution is made to the
   Plan for a Contribution Period as provided under Section 6.2, each
   Employee who was an Eligible Employee during the Contribution Period
   may elect, in accordance with rules prescribed by the Administrator,
   to have his entire share of the Employer Regular Contribution
   described in Section 6.3(c)(1) allocated to his Account under the Plan
   as a Deferral Contribution (sometimes known as a cash election
   contribution).  An Eligible Employee's election shall include his
   authorization for the Employer to allocate his share of the Employer
   Regular Contribution described in Section 6.3(c)(1) to his Account as
   a Deferral Contribution.  Notwithstanding the foregoing, the

                                     12





   Administrator may limit the amount of an Eligible Employee's Deferral
   Contribution as provided in Article VII to satisfy the requirements of
   Sections 401(k), 402(g), and 415 of the Code.

   An Eligible Employee's election to allocate his share of the Employer
   Regular Contribution described in Section 6.3(c)(1) to his Account as
   a Deferral Contribution shall remain in effect for all Employer
   Regular Contributions made to the Plan on and after the effective date
   of the election until the Employee suspends such election as provided
   herein.  If an Eligible Employee does not make the election described
   in this Section or fails to make an effective election hereunder,
   distribution shall be made to such Eligible Employee in cash of his
   entire share of the Employer Regular Contribution described in Section
   6.3(c)(1).

   4.2  SUSPENSION OF DEFERRAL CONTRIBUTIONS

   An Eligible Employee who has elected to allocate his share of the
   Employer Regular Contribution described in Section 6.3(c)(1) to his
   Account as a Deferral Contribution may suspend such election at such
   time or times as the Administrator shall prescribe.

   4.3  VESTING OF DEFERRAL CONTRIBUTIONS

   A Participant's vested interest in his Deferral Contributions
   Sub-Account shall be at all times 100 percent.


                                  ARTICLE V
                     EMPLOYEE AND ROLLOVER CONTRIBUTIONS


   5.1  NO EMPLOYEE CONTRIBUTIONS

   There shall be no Employee Contributions to the Plan.  However, Sub-
   Accounts attributable to Employee Contributions that were made to the
   Prior Plan prior to January 1, 1987 are maintained under the Plan.

   5.2  ROLLOVER CONTRIBUTIONS

   There shall be no Rollover Contributions to the Plan.

   5.3  VESTING OF EMPLOYEE CONTRIBUTIONS

   A Participant's vested interest in his Employee Contributions
   Sub-Account shall be at all times 100 percent.

                                 ARTICLE VI
                       EMPLOYER REGULAR CONTRIBUTIONS



                                     13





   6.1  CONTRIBUTION PERIOD

   The Contribution Period for Employer Regular Contributions under the
   Plan shall be each Plan Year.

   6.2  EMPLOYER REGULAR CONTRIBUTIONS

   The Employer shall make an Employer Regular Contribution to the Plan
   for the Contribution Period on behalf of its Employees who are
   eligible to participate in the allocation of Employer Regular
   Contributions as provided in Section 6.6 in an amount equal to the
   following:

   (a)  the lesser of (i) 25 percent of the Employer's Net Profits for
        the Plan Year or (ii) 15 percent of the aggregate Compensation of
        all eligible Employees for the Contribution Period; reduced by

   (b)  the amount of applicable administrative and recordkeeping fees
        estimated to be payable to the Trustee for such services rendered
        to the Plan and Trust for the Plan Year for which the
        contribution is made.

   6.3  ALLOCATION OF EMPLOYER REGULAR CONTRIBUTIONS

   The Employer Regular Contribution made for the Contribution Period
   shall be allocated among eligible Employees, as determined under
   Section 6.6, as follows:

   (a)  First, a unit value shall be determined by dividing the amount of
        the Employer Regular Contribution (as defined under Section 6.2)
        by the aggregate number of units (as defined in paragraph (d)
        below) credited to all eligible Employees.

   (b)  Second, the allocation to each eligible Employee of the basic
        Employer Regular Contribution shall be determined by multiplying
        the total number of units credited to him under this Section for
        the Contribution Period by the unit value determined above.

   (c)  Third, the allocation to each eligible Employee shall be further
        allocated as follows:

        (1)  25 percent of the eligible Employee's total allocation of
             the Employer Regular Contribution shall be either (i)
             allocated directly to the Participant's Account as a
             Deferral Contribution in accordance with the Employee's
             deferral election made pursuant to Section 4.1 or (ii), if
             the Employee has made no deferral election, distributed
             directly to the Employee in cash; and




                                     14




        (2)  75 percent of the Employee's total allocation of the
             Employer Regular Contribution shall be allocated directly to
             the Employee's Employer Regular Contributions Sub-Account.

   (d)  Employees shall be credited with units hereunder as follows:

        (1)  one unit for each full $100 of the Employee's Compensation;
             and

        (2)  one unit for each full year of Vesting Service completed by
             the Employee as of the end of the Contribution Period.

   6.4  VERIFICATION OF AMOUNT OF EMPLOYER REGULAR CONTRIBUTIONS BY THE
        EMPLOYER

   The Employer shall verify the amount of Employer Regular Contributions
   to be made in accordance with the provisions of the Plan.

   6.5  PAYMENT OF EMPLOYER REGULAR CONTRIBUTIONS

   Employer Regular Contributions made for a Contribution Period shall be
   paid in cash to the Trustee within the period of time required under
   the Code in order for the contribution to be deductible by the
   Employer in determining its Federal income taxes for the Plan Year.

   6.6  ELIGIBILITY TO PARTICIPATE IN ALLOCATION

   Each Employee shall be eligible to participate in the allocation of
   Employer Regular Contributions beginning on the date he becomes, or
   again becomes, an Eligible Employee in accordance with the provisions
   of Article III.  Notwithstanding the foregoing, no person shall be
   eligible to participate in the allocation of Employer Regular
   Contributions for a Contribution Period unless (i) he is employed by
   an Employer as an Employee on the last day of the Contribution Period
   and (ii) he has completed at least 1,000 Hours of Service during the
   Contribution Period; provided, however, that the following special
   rules shall apply:

   (a)  the foregoing provisions shall not apply to a person who
        terminates employment during the Contribution Period because of
        death or Disability and who receives Compensation for the
        Contribution Period prior to such termination of employment;

   (b)  if an Employee is absent from work during a Contribution Period
        because of an approved leave of absence, he shall not be eligible
        to participate in the allocation of Employer Regular
        Contributions for the Contribution Period unless he received
        Compensation for the Contribution Period; and

   (c)  if an Employee is on Military Leave during a Contribution Period,
        he shall be eligible to participate in the allocation of Employer

                                     15





        Regular Contributions for the Contribution Period only as
        provided in Section 19.10 of the Plan.

   6.7  VESTING OF EMPLOYER REGULAR CONTRIBUTIONS

   A Participant's vested interest in his Employer Regular Contributions
   Sub-Account shall be determined in accordance with the following
   schedule:

        Years of Vesting Service           Vested Interest
        ------------------------           ---------------

           Less than 3                         0%
           3 but less than 4                  20%
           4 but less than 5                  40%
           5 but less than 6                  60%
           6 but less than 7                  80%
           7 or more                         100%

   Notwithstanding the foregoing, if a Participant is employed by the
   Employer or a Related Company on his Normal Retirement Date, the date
   he becomes Disabled, or the date he dies, his vested interest in his
   Employer Regular Contributions Sub-Account shall be 100 percent.

   6.8  ELECTION OF FORMER VESTING SCHEDULE

   If the Employer adopts an amendment to the Plan that directly or
   indirectly affects the computation of a Participant's vested interest
   in his Employer Regular Contributions Sub-Account, any Participant
   with three or more years of Vesting Service shall have a right to have
   his vested interest in his Employer Regular Contributions Sub-Account
   continue to be determined under the vesting provisions in effect prior
   to the amendment rather than under the new vesting provisions, unless
   the vested interest of the Participant in his Employer Regular
   Contributions Sub-Account under the Plan as amended is not at any time
   less than such vested interest determined without regard to the
   amendment.  A Participant shall exercise his right under this Section
   by giving written notice of his exercise thereof to the Administrator
   within 60 days after the latest of (i) the date he receives notice of
   the amendment from the Administrator, (ii) the effective date of the
   amendment, or (iii) the date the amendment is adopted. 
   Notwithstanding the foregoing, a Participant's vested interest in his
   Employer Regular Contributions Sub-Account on the effective date of
   such an amendment shall not be less than his vested interest in his
   Employer Regular Contributions Sub-Account immediately prior to the
   effective date of the amendment.

                                 ARTICLE VII
                        LIMITATIONS ON CONTRIBUTIONS



                                     16





   7.1  DEFINITIONS

   For purposes of this Article, the following terms have the following
   meanings:

   (a)  The "actual deferral percentage" with respect to an Eligible
        Employee for a particular Plan Year means the ratio of the
        Deferral Contributions made on his behalf for the Plan Year to
        his test compensation for the Plan Year; provided, however, that
        contributions made on a Participant's behalf for a Plan Year
        shall be included in determining his actual deferral percentage
        for such Plan Year only if the contributions are made to the Plan
        prior to the end of the 12-month period immediately following the
        Plan Year to which the contributions relate.  The determination
        and treatment of the actual deferral percentage amounts for any
        Participant shall satisfy such other requirements as may be
        prescribed by the Secretary of the Treasury.

   (b)  The "annual addition" with respect to a Participant for a
        limitation year means the sum of the Deferral Contributions,
        Employer Regular Contributions, and forfeitures allocated to his
        Account for the limitation year (including any excess
        contributions that are distributed pursuant to this Article), the
        employer contributions, employee contributions, and forfeitures
        allocated to his accounts for the limitation year under any other
        qualified defined contribution plan (whether or not terminated)
        maintained by the Employer or a Related Company concurrently with
        the Plan, and amounts described in Sections 415(l)(2) and
        419A(d)(2) of the Code allocated to his account for the
        limitation year.

   (c)  The "Code Section 402(g) limit" means the dollar limit imposed by
        Section 402(g)(1) of the Code or established by the Secretary of
        the Treasury pursuant to Section 402(g)(5) of the Code in effect
        on January 1 of the calendar year in which an Eligible Employee's
        taxable year begins.

   (d)  An "elective contribution" means any employer contribution made
        to a plan maintained by the Employer or any Related Company on
        behalf of a Participant in lieu of cash compensation pursuant to
        his election to defer under any qualified CODA as described in
        Section 401(k) of the Code, any simplified employee pension cash
        or deferred arrangement as described in Section 402(h)(1)(B) of
        the Code, any eligible deferred compensation plan under Section
        457 of the Code, or any plan as described in Section 501(c)(18)
        of the Code, and any contribution made on behalf of the
        Participant by the Employer or a Related Company for the purchase
        of an annuity contract under Section 403(b) of the Code pursuant
        to a deferral agreement.



                                     17





   (e)  An "excess deferral" with respect to a Participant means that
        portion of a Participant's Deferral Contributions that when added
        to amounts deferred under other plans or arrangements described
        in Sections 401(k), 408(k), or 403(b) of the Code, would exceed
        the Code Section 402(g) limit and is includable in the
        Participant's gross income under Section 402(g) of the Code.

   (f)  A "family member" of an Employee means the Employee's spouse, his
        lineal ascendants, his lineal descendants, and the spouses of
        such lineal ascendants and descendants.

   (g)  A "limitation year" means the Plan Year.

   (h)  The "test compensation" of an Eligible Employee for a Plan Year
        means compensation as defined in Section 414(s) of the Code and
        regulations issued thereunder, limited, however, to $150,000
        (subject to adjustment annually as provided in Section
        401(a)(17)(B) and Section 415(d) of the Code).  If the test
        compensation of a Participant is determined over a period of time
        that contains fewer than 12 calendar months, then the annual
        compensation limitation described above shall be adjusted with
        respect to that Participant by multiplying the annual
        compensation limitation in effect for the Plan Year by a fraction
        the numerator of which is the number of full months in the period
        and the denominator of which is 12; provided, however, that no
        proration is required for a Participant who is covered under the
        Plan for less than one full Plan Year if the formula for
        allocations is based on Compensation for a period of at least 12
        months.  In determining the test compensation, for purposes of
        applying the annual compensation limitation described above, of a
        Participant who is a five-percent owner or among the ten Highly
        Compensated Employees receiving the greatest test compensation
        for the limitation year, the test compensation of the
        Participant's spouse and of his lineal descendants who have not
        attained age 19 as of the close of the limitation year shall be
        included as test compensation of the Participant for the
        limitation year.  If as a result of applying the family
        aggregation rule described in the preceding sentence the annual
        compensation limitation would be exceeded, the limitation shall
        be prorated among the affected family members in proportion to
        each member's test compensation as determined prior to
        application of the family aggregation rules.

   7.2  CODE SECTION 402(G) LIMIT

   In no event shall the amount of the Deferral Contributions made on
   behalf of an Eligible Employee for his taxable year, when aggregated
   with any elective contributions made on behalf of the Eligible
   Employee under any other plan of the Employer or a Related Company for
   his taxable year, exceed the Code Section 402(g) limit.  In the event
   that the Administrator determines that the Deferral Contribution to be

                                     18





   made on behalf of an Eligible Employee will result in his exceeding
   the Code Section 402(g) limit, the Administrator may reduce the share
   of the Employer Regular Contribution described in Section 6.3(c)(1)
   that is allocated to the Eligible Employee's Account as a Deferral
   Contribution to such smaller amount that will result in the Code
   Section 402(g) limit not being exceeded and distribute the balance
   directly to the Eligible Employee.

   If the Employer notifies the Administrator that the Code Section
   402(g) limit has nevertheless been exceeded by an Eligible Employee
   for his taxable year, the Deferral Contributions that, when aggregated
   with elective contributions made on behalf of the Eligible Employee
   under any other plan of the Employer or a Related Company, would
   exceed the Code Section 402(g) limit, plus any income and minus any
   losses attributable thereto, shall be distributed to the Eligible
   Employee no later than the April 15 immediately following such taxable
   year.  Any Deferral Contributions that are distributed to an Eligible
   Employee in accordance with this Section shall NOT be taken into
   account in computing the Eligible Employee's actual deferral
   percentage for the Plan Year in which the Deferral Contributions were
   made, unless the Eligible Employee is a Highly Compensated Employee.

   7.3  DISTRIBUTION OF EXCESS DEFERRALS

   Notwithstanding any other provision of the Plan to the contrary, if a
   Participant notifies the Administrator in writing no later than the
   March 1 following the close of the Participant's taxable year that
   excess deferrals have been made on his behalf under the Plan for such
   taxable year, the excess deferrals, plus any income and minus any
   losses attributable thereto, shall be distributed to the Participant
   no later than the April 15 immediately following such taxable year. 
   Any Deferral Contributions that are distributed to a Participant in
   accordance with this Section shall nevertheless be taken into account
   in computing the Participant's actual deferral percentage for the Plan
   Year in which the Deferral Contributions were made.

   7.4  LIMITATION ON DEFERRAL CONTRIBUTIONS OF HIGHLY COMPENSATED
        EMPLOYEES

   Notwithstanding any other provision of the Plan to the contrary, the
   Deferral Contributions made with respect to a Plan Year on behalf of
   Eligible Employees who are Highly Compensated Employees may not result
   in an average actual deferral percentage for such Eligible Employees
   that exceeds the greater of:

   (a)  a percentage that is equal to 125 percent of the average actual
        deferral percentage for all other Eligible Employees; or

   (b)  a percentage that is not more than 200 percent of the average
        actual deferral percentage for all other Eligible Employees and
        that is not more than two percentage points higher than the

                                     19





        average actual deferral percentage for all other Eligible
        Employees.

   In order to assure that the limitation contained herein is not
   exceeded with respect to a Plan Year, the Administrator is authorized
   to suspend completely the Deferral Contributions to be made on behalf
   of Highly Compensated Employees for the Plan Year or to adjust the
   projected actual deferral percentages of Highly Compensated Employees
   by reducing their Deferral Contribution for the Plan Year to such
   smaller amount that will result in the limitation set forth above not
   being exceeded.  The share of the Employer Regular Contribution
   described in Section 6.3(c)(1) that is not allocated to a Highly
   Compensated Employee as a Deferral Contributions because of this
   Section shall be distributed directly to such Highly Compensated
   Employee in cash.  In the event of any such suspension or reduction,
   Highly Compensated Employees affected thereby shall be notified of the
   reduction or suspension as soon as possible.

   For purposes of applying the limitation contained in this Section, the
   Deferral Contributions and test compensation of any Eligible Employee
   who is a family member of another Eligible Employee who is a five
   percent owner or among the ten Highly Compensated Employees receiving
   the greatest test compensation for the Plan Year shall be aggregated
   with the Deferral Contributions and test compensation of such other
   Eligible Employee, and such family member shall not be considered an
   Eligible Employee for purposes of determining the average actual
   deferral percentage for all other Eligible Employees. 

   In determining the actual deferral percentage for any Eligible
   Employee who is a Highly Compensated Employee for the Plan Year,
   elective contributions made to his accounts under any other plan of
   the Employer or a Related Company shall be treated as if all such
   contributions were made to the Plan; provided, however, that if such a
   plan has a plan year different from the Plan Year, any such
   contributions made to the Highly Compensated Employee's accounts under
   the plan for the plan year ending with or within the same calendar
   year as the Plan Year shall be treated as if such contributions were
   made to the Plan.  Notwithstanding the foregoing, such contributions
   shall not be treated as if they were made to the Plan if regulations
   issued under Section 401(k) of the Code do not permit such plan to be
   aggregated with the Plan.

   If one or more plans of the Employer or Related Company are aggregated
   with the Plan for purposes of satisfying the requirements of Section
   401(a)(4) or 410(b) of the Code, then actual deferral percentages
   under the Plan shall be calculated as if the Plan and such one or more
   other plans were a single plan.  Plans may be aggregated to satisfy
   Section 401(k) of the Code only if they have the same plan year.




                                     20





   The Administrator shall maintain records sufficient to show that the
   limitation contained in this Section was not exceeded with respect to
   any Plan Year.

   7.5  DISTRIBUTION OF EXCESS DEFERRAL CONTRIBUTIONS

   Notwithstanding any other provision of the Plan to the contrary, in
   the event that the limitation contained in Section 7.4 is exceeded in
   any Plan Year, the Deferral Contributions made with respect to a
   Highly Compensated Employee that exceed the maximum amount permitted
   to be contributed to the Plan on his behalf under Section 7.4, plus
   any income and minus any losses attributable thereto, shall be
   distributed to the Highly Compensated Employee prior to the end of the
   next succeeding Plan Year.  If excess amounts are attributable to
   Participants aggregated under the family aggregation rules described
   in Section 7.4, the excess shall be allocated among family members in
   proportion to the Deferral Contributions made with respect to each
   family member.  If such excess amounts are distributed more than 2-1/2
   months after the last day of the Plan Year for which the excess
   occurred, an excise tax may be imposed under Section 4979 of the Code
   on the Employer maintaining the Plan with respect to such amounts.

   The maximum amount permitted to be contributed to the Plan on a Highly
   Compensated Employee's behalf under Section 7.4 shall be determined by
   reducing Deferral Contributions made on behalf of Highly Compensated
   Employees in order of their actual deferral percentages beginning with
   the highest of such percentages.  The determination of the amount of
   excess Deferral Contributions shall be made after application of
   Section 7.3, if applicable.

   7.6  DETERMINATION OF INCOME OR LOSS

   The income or loss attributable to excess contributions that are
   distributed pursuant to this Article shall be determined for the
   preceding Plan Year under the method otherwise used for allocating
   income or loss to Participant's Accounts.

   7.7  CODE SECTION 415 LIMITATIONS ON CREDITING OF CONTRIBUTIONS AND
        FORFEITURES

   Notwithstanding any other provision of the Plan to the contrary, the
   annual addition with respect to a Participant for a limitation year
   shall in no event exceed the lesser of (i) $30,000 (adjusted as
   provided in Section 415(d) of the Code, with the first adjustment
   being made for limitation years beginning on or after January 1, 1996)
   or (ii) 25 percent of the Participant's compensation, as defined in
   Section 415(c)(3) of the Code and regulations issued thereunder, for
   the limitation year.  If the annual addition to the Account of a
   Participant in any limitation year would otherwise exceed the amount
   that may be applied for his benefit under the limitation contained in
   this Section, the limitation shall be satisfied by reducing

                                     21





   contributions made on behalf of the Participant to the extent
   necessary in the following order:

        Deferral Contributions made on the Participant's behalf for the
        limitation year, if any, shall be reduced.

        Forfeitures otherwise allocable to the Participant's Account for
        the limitation year, if any, shall be reduced.

        Employer Regular Contributions otherwise allocable to the
        Participant's Account for the limitation year shall be reduced.

   The amount of any reduction of Deferral Contributions (plus any income
   attributable thereto) shall be returned to the Participant.  The
   amount of any reduction of forfeitures shall be reallocated among
   eligible Participants for the limitation year.  The amount of any
   reduction of Employer Regular Contributions shall be deemed a
   forfeiture for the limitation year.  Amounts deemed to be forfeitures
   under this Section shall be held unallocated in a suspense account
   established for the limitation year and shall be applied against the
   Employer's contribution obligation for the next following limitation
   year (and succeeding limitation years, as necessary).  If a suspense
   account is in existence at any time during a limitation year, all
   amounts in the suspense account must be allocated to Participants'
   Accounts (subject to the limitations contained herein) before any
   further Deferral Contributions or Employer Regular Contributions may
   be made to the Plan on behalf of Participants.  No suspense account
   established hereunder shall share in any increase or decrease in the
   net worth of the Trust.  For purposes of this Article, excesses shall
   result only from the allocation of forfeitures, a reasonable error in
   estimating a Participant's annual compensation (as defined in Section
   415(c)(3) of the Code and regulations issued thereunder), a reasonable
   error in determining the amount of Deferral Contributions that may be
   made with respect to any Participant under the limits of Section 415
   of the Code, or other limited facts and circumstances that justify the
   availability of the provisions set forth above.

   7.8  COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN

   If a Participant is covered by any other qualified defined
   contribution plan (whether or not terminated) maintained by the
   Employer or a Related Company concurrently with the Plan, and if the
   annual addition for the limitation year would otherwise exceed the
   amount that may be applied for the Participant's benefit under the
   limitation contained in Section 7.7, such excess shall be reduced
   first by returning the employee contributions made by the Participant
   for the limitation year under all of the defined contribution plans
   other than the Plan and the income attributable thereto to the extent
   necessary in the order prescribed by the Administrator.  If the
   limitation contained in Section 7.7 is still not satisfied after
   returning all of the employee contributions made by the Participant

                                     22





   under all such other plans, the portion of the employer contributions
   and forfeitures for the limitation year under all such other plans
   that has been allocated to the Participant thereunder, but which
   exceeds the limitation set forth in Section 7.7, shall be deemed a
   forfeiture for the limitation year and shall be disposed of as
   provided in such other plans; provided, however, that the amount of
   the employer contributions and forfeitures that is a deemed forfeiture
   under this Section shall be effected in the order prescribed by the
   Administrator among all of such plans unless the Participant is
   covered by a money purchase pension plan, in which event, the
   forfeiture shall be effected first under any other defined
   contribution plan that is not a money purchase pension plan and, if
   the limitation is still not satisfied, then under such money purchase
   pension plan.  If the limitation contained in Section 7.7 is still not
   satisfied after returning all of the employer contributions and
   forfeitures allocated to the Participant under all such other plans,
   the procedure set forth in Section 7.7 shall be invoked to eliminate
   any such excess.

   7.9  COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN

   If a Participant in the Plan is also covered by a qualified defined
   benefit plan (whether or not terminated) maintained by the Employer or
   a Related Company, in no event shall the sum of the defined benefit
   plan fraction (as defined in Section 415(e)(2) of the Code) and the
   defined contribution plan fraction (as defined in Section 415(e)(3) of
   the Code) exceed 1.0 in any limitation year.  If, before October 3,
   1973, the Participant was an active participant in a qualified defined
   benefit plan maintained by the Employer or a Related Company and
   otherwise satisfies the requirements of Section 2004(d)(2) of ERISA,
   then for purposes of applying this Section, the defined benefit plan
   fraction shall not exceed 1.0.  If the Plan satisfied the applicable
   requirements of Section 415 of the Code as in effect for all
   limitation years beginning before January 1, 1987, an amount shall be
   subtracted from the numerator of the defined contribution plan
   fraction (not exceeding such numerator) as prescribed by the Secretary
   of the Treasury so that the sum of the defined benefit plan fraction
   and the defined contribution plan fraction computed under Section
   415(e)(1) of the Code, as revised by the Tax Reform Act of 1986, does
   not exceed 1.0 for such limitation year.  In the event the special
   limitation contained in this Section is exceeded, the benefits
   otherwise payable to the Participant under any such qualified defined
   benefit plan shall be reduced to the extent necessary to meet such
   limitation.

   7.10 SCOPE OF LIMITATIONS

   The limitations contained in Sections 7.7, 7.8, and 7.9 shall be
   applicable only with respect to benefits provided pursuant to defined
   contribution plans and defined benefit plans described in Section
   415(k) of the Code.

                                     23





                                ARTICLE VIII
                          TRUST FUNDS AND ACCOUNTS


   8.1  GENERAL FUND

   The Trustee shall maintain a General Fund as required to hold and
   administer any assets of the Trust that are not allocated among the
   Investment Funds as provided in the Plan or the Trust Agreement.  The
   General Fund shall be held and administered as a separate common trust
   fund.  The interest of each Participant or Beneficiary under the Plan
   in the General Fund shall be an undivided interest.

   8.2  INVESTMENT FUNDS

   The Employer shall determine the number and type of Investment Funds
   and select the investments for such Investment Funds.  The Employer
   shall communicate the same and any changes therein in writing to the
   Administrator and the Trustee.  Each Investment Fund shall be held and
   administered as a separate common trust fund.  The interest of each
   Participant or Beneficiary under the Plan in any Investment Fund shall
   be an undivided interest.

   The Employer may determine to offer one or more Investment Funds that
   are invested in whole or in part in equity securities issued by the
   Employer or a Related Company that are publicly traded and are
   "qualifying employer securities" as defined in Section 407(d)(5) of
   ERISA.

   8.3  LOAN INVESTMENT FUND

   If a loan from the Plan to a Participant is approved in accordance
   with the provisions of Article XI, the Employer shall direct the
   establishment and maintenance of a loan Investment Fund in the
   Participant's name.  The assets of the loan Investment Fund shall be
   held as a separate trust fund.  A Participant's loan Investment Fund
   shall be invested in the note reflecting the loan that is executed by
   the Participant in accordance with the provisions of Article XI. 
   Notwithstanding any other provision of the Plan to the contrary,
   income received with respect to a Participant's loan Investment Fund
   shall be allocated and the loan Investment Fund shall be administered
   as provided in Article XI.

   8.4  INCOME ON TRUST

   Any dividends, interest, distributions, or other income received by
   the Trustee with respect to any Trust Fund maintained hereunder shall
   be allocated by the Trustee to the Trust Fund for which the income was
   received.



                                     24




   8.5  ACCOUNTS

   As of the first date a contribution is made on behalf of an Employee,
   there shall be established an Account in his name reflecting his
   interest in the Trust.  Each Account shall be maintained and
   administered for each Participant and Beneficiary in accordance with
   the provisions of the Plan.  The balance of each Account shall be the
   balance of the account after all credits and charges thereto, for and
   as of such date, have been made as provided herein.

   8.6  SUB-ACCOUNTS

   A Participant's Account shall be divided into individual Sub-Accounts
   reflecting the portion of the Participant's Account that is derived
   from Deferral Contributions, Employee Contributions-Deductible,
   Employee Contributions-Non-Deductible, or Employer Regular
   Contributions.  Each Sub-Account shall reflect separately
   contributions allocated to each Trust Fund maintained hereunder and
   the earnings and losses attributable thereto.  Such other Sub-Accounts
   may be established as are necessary or appropriate to reflect a
   Participant's interest in the Trust.


                                 ARTICLE IX
                   DEPOSIT AND INVESTMENT OF CONTRIBUTIONS


   9.1  FUTURE CONTRIBUTIONS INVESTMENT ELECTIONS

   Each Eligible Employee shall make an investment election in the manner
   and form prescribed by the Administrator directing the manner in which
   his future Deferral Contributions and Employer Regular Contributions
   shall be invested.  An Eligible Employee's investment election shall
   specify the percentage, in the percentage increments prescribed by the
   Administrator, of such contributions that shall be allocated to one or
   more of the Investment Funds with the sum of such percentages equaling
   100 percent.  The investment election by a Participant shall remain in
   effect until his entire interest under the Plan is distributed or
   forfeited in accordance with the provisions of the Plan or until he
   files a change of investment election with the Administrator, in such
   form as the Administrator shall prescribe.  A Participant's change of
   investment election may be made effective as of the date or dates
   prescribed by the Administrator.

   9.2  DEPOSIT OF CONTRIBUTIONS

   All Deferral Contributions and Employer Regular Contributions shall be
   deposited in the Trust and allocated among the Investment Funds in
   accordance with the Participant's currently effective investment
   elections.  Until such Participant shall make an effective election


                                     25




   under this Section, his contributions shall be allocated among the
   Investment Funds as directed by the Administrator.

   9.3  ELECTION TO TRANSFER BETWEEN FUNDS

   A Participant may elect to transfer investments from any Investment
   Fund to any other Investment Fund.  The Participant's transfer
   election shall be in the form prescribed by the Administrator and
   shall specify a percentage, not to exceed 100 percent, of the amount
   eligible for transfer that is to be transferred.  Subject to any
   restrictions pertaining to a particular Investment Fund, a
   Participant's transfer election may be made effective as of the date
   or dates prescribed by the Administrator.

   9.4  404(C) PLAN

   The Plan is intended to constitute a plan described in Section 404(c)
   of ERISA and regulations issued thereunder.  The fiduciaries of the
   Plan may be relieved of liability for any losses that are the direct
   and necessary result of investment instructions given by a
   Participant, his Beneficiary, or an alternate payee under a qualified
   domestic relations order.

   9.5  INVESTMENT IN EMPLOYER SECURITIES

   Notwithstanding any other provision of this Article, the following
   special rules apply with respect to investment in the Investment Fund
   that is invested primarily in qualifying employer securities as
   defined in Section 407(d)(5) of ERISA (the "Employer securities
   Investment Fund"):

   (a)  A Participant may not elect to invest more than 25 percent of his
        future Employer Regular Contributions in the Employer securities
        Investment Fund.

   (b)  A Participant may not elect to transfer any portion of his
        Employer Contributions Sub-Account from the Investment Fund in
        which it is invested into the Employer securities Investment Fund
        if following such transfer, more than 25 percent of such Sub-
        Account would be invested in the Employer securities Investment
        Fund.  Any transfer election made by a Participant will be given
        effect to the extent that it does not violate the 25 percent
        limitation provided herein.  The 25 percent limitation shall be
        administered in accordance with rules prescribed by the
        Administrator.

   (c)  A Participant may not elect to invest any portion of his future
        Deferral Contributions in the Employer securities Investment
        Fund.



                                     26





   (d)  A Participant may not elect to transfer any portion of his
        Employee Contributions Sub-Account or his Deferral Contributions
        Sub-Account from the Investment Fund in which it is invested into
        the Employer securities Investment Fund.


                                  ARTICLE X
                       CREDITING AND VALUING ACCOUNTS


   10.1 CREDITING ACCOUNTS

   All contributions made under the provisions of the Plan shall be
   credited to Accounts in the Trust Funds by the Trustee, in accordance
   with procedures established in writing by the Administrator, either
   when received or on the succeeding Valuation Date after valuation of
   the Trust Fund has been completed for such Valuation Date as provided
   in Section 10.2, as shall be determined by the Administrator. 

   10.2 VALUING ACCOUNTS

   Accounts in the Trust Funds shall be valued by the Trustee on the
   Valuation Date, in accordance with procedures established in writing
   by the Administrator, either in the manner adopted by the Trustee and
   approved by the Administrator or in the manner set forth in Section
   10.3 as Plan valuation procedures, as determined by the Administrator.

   10.3 PLAN VALUATION PROCEDURES

   With respect to the Trust Funds, the Administrator may determine that
   the following valuation procedures shall be applied.  As of each
   Valuation Date hereunder, the portion of any Accounts in a Trust Fund
   shall be adjusted to reflect any increase or decrease in the value of
   the Trust Fund for the period of time occurring since the immediately
   preceding Valuation Date for the Trust Fund (the "valuation period")
   in the following manner:

   (a)  First, the value of the Trust Fund shall be determined by valuing
        all of the assets of the Trust Fund at fair market value.

   (b)  Next, the net increase or decrease in the value of the Trust Fund
        attributable to net income and all profits and losses, realized
        and unrealized, during the valuation period shall be determined
        on the basis of the valuation under paragraph (a) taking into
        account appropriate adjustments for contributions, loan payments,
        and transfers to and distributions, withdrawals, loans, and
        transfers from such Trust Fund during the valuation period.

   (c)  Finally, the net increase or decrease in the value of the Trust
        Fund shall be allocated among Accounts in the Trust Fund in the
        ratio of the balance of the portion of such Account in the Trust

                                     27





        Fund as of the preceding Valuation Date less any distributions,
        withdrawals, loans, and transfers from such Account balance in
        the Trust Fund since the Valuation Date to the aggregate balances
        of the portions of all Accounts in the Trust Fund similarly
        adjusted, and each Account in the Trust Fund shall be credited or
        charged with the amount of its allocated share.  Notwithstanding
        the foregoing, the Administrator may adopt such accounting
        procedures as it considers appropriate and equitable to establish
        a proportionate crediting of net increase or decrease in the
        value of the Trust Fund for contributions, loan payments, and
        transfers to and distributions, withdrawals, loans, and transfers
        from such Trust Fund made by or on behalf of a Participant during
        the valuation period.

   10.4 FINALITY OF DETERMINATIONS

   The Trustee shall have exclusive responsibility for determining the
   balance of each Account maintained hereunder.  The Trustee's
   determinations thereof shall be conclusive upon all interested
   parties.

   10.5 NOTIFICATION

   Within a reasonable period of time after the end of each Plan Year,
   the Administrator shall notify each Participant and Beneficiary of the
   balances of his Account and Sub-Accounts as of a Valuation Date during
   the Plan Year.


                                 ARTICLE XI
                                    LOANS


   11.1 APPLICATION FOR LOAN

   A Participant who is a party in interest may make application to the
   Administrator for a loan from his Account, other than his Employee
   Contributions-Non-Deductible Sub-Account.  Loans shall be made to
   Participants in accordance with written rules prescribed by the
   Administrator which are hereby incorporated into and made a part of
   the Plan.

   As collateral for any loan granted hereunder, the Participant shall
   grant to the Plan a security interest in his vested interest under the
   Plan equal to the amount of the loan; provided, however, that in no
   event may the security interest exceed 50 percent of the Participant's
   vested interest under the Plan determined as of the date as of which
   the loan is originated in accordance with Plan provisions.  No loan in
   excess of 50 percent of the Participant's vested interest under the
   Plan shall be made from the Plan.  Loans shall not be made available


                                     28





   to Highly Compensated Employees in an amount greater than the amount
   made available to other employees.

   A loan shall not be granted unless the Participant consents to the
   charging of his Account for unpaid principal and interest amounts in
   the event the loan is declared to be in default.

   11.2 REDUCTION OF ACCOUNT UPON DISTRIBUTION

   Notwithstanding any other provision of the Plan, the amount of a
   Participant's Account that is distributable to the Participant or his
   Beneficiary under Article XIV shall be reduced by the portion of his
   vested interest that is held by the Plan as security for any loan
   outstanding to the Participant, provided that the reduction is used to
   repay the loan.  If distribution is made because of the Participant's
   death prior to the commencement of distribution of his Account and
   less than 100 percent of the Participant's vested interest in his
   Account (determined without regard to the preceding sentence) is
   payable to a particular Beneficiary, then the balance of the
   Participant's vested interest in his Account shall be adjusted by
   reducing the vested account balance by the amount of the security used
   to repay the loan, as provided in the preceding sentence, prior to
   determining the amount of the benefit payable to such Beneficiary.

   11.3 REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION

   Notwithstanding any other provision of the Plan to the contrary, the
   following terms and conditions shall apply to any loan made to a
   Participant under this Article:

   (a)  The interest rate on any loan to a Participant shall be a
        reasonable interest rate commensurate with current interest rates
        charged for loans made under similar circumstances by persons in
        the business of lending money.

   (b)  The amount of any loan to a Participant (when added to the
        outstanding balance of all other loans to the Participant from
        the Plan or any other plan maintained by the Employer or a
        Related Company) shall not exceed the lesser of:

        (i)  $50,000, reduced by the aggregate amount of any plan loan
             payments made by the Participant to the Plan or any other
             plan maintained by the Employer or a Related Company during
             the 12-consecutive-month period preceding the date a loan is
             made hereunder; or

        (ii) 50 percent of the vested portions of the Participant's
             Account and his vested interest under all other plans
             maintained by the Employer or a Related Company.



                                     29




   (c)  The term of any loan to a Participant shall be no greater than
        five years.

   (d)  Except as otherwise permitted under Treasury regulations,
        substantially level amortization shall be required over the term
        of the loan with payments made not less frequently than
        quarterly.

   11.4 ADMINISTRATION OF LOAN INVESTMENT FUND

   Upon issuance of a loan to a Participant, the Administrator shall
   direct the Trustee to transfer an amount equal to the loan amount from
   the Investment Funds in which it is invested, as directed by the
   Administrator, to the loan Investment Fund established in the
   Participant's name.  Any loan approved by the Administrator shall be
   made to the Participant out of the Participant's loan Investment Fund. 
   All principal and interest paid by the Participant on a loan made
   under this Article shall be deposited to his Account and shall be
   allocated upon receipt among the Investment Funds in accordance with
   the Participant's currently effective investment election.  The
   balance of the Participant's loan Investment Fund shall be decreased
   by the amount of principal payments and the loan Investment Fund shall
   be terminated when the loan has been repaid in full.

   11.5 DEFAULT

   If a Participant fails to make or cause to be made, any payment
   required under the terms of the loan within 90 days following the date
   on which such payment shall become due or there is an outstanding
   principal balance existing on a loan after the last scheduled
   repayment date, the Administrator shall direct the Trustee to declare
   the loan to be in default, and the entire unpaid balance of such loan,
   together with accrued interest, shall be immediately due and payable
   and shall be treated as a "deemed distribution" in accordance with
   regulations issued under Section 72(p) of the Code.  In any such
   event, if such balance and interest thereon is not then paid, the
   Trustee shall charge the Account of the borrower with the amount of
   such balance and interest as of the earliest date a distribution may
   be made from the Plan to the borrower without adversely affecting the
   tax qualification of the Plan or of the cash or deferred arrangement.

   11.6 LOANS GRANTED PRIOR TO SPINOFF

   Notwithstanding any other provision of this Article to the contrary,
   any loan made under the provisions of the Prior Plan as in effect
   prior to the effective date of the Plan shall remain outstanding until
   repaid in accordance with its terms or the otherwise applicable Prior
   Plan provisions.


                                     30


                                 ARTICLE XII

                         WITHDRAWALS WHILE EMPLOYED


   12.1 WITHDRAWALS OF EMPLOYEE CONTRIBUTIONS-NON-DEDUCTIBLE

   A Participant who is employed by the Employer or a Related Company
   may, at any time, elect, subject to the limitations and conditions
   prescribed in this Article, to make a cash withdrawal from his
   Employee Contributions-Non-Deductible Sub-Account, exclusive of any
   earnings credited to such Sub-Account.

   12.2 LIMITATIONS ON WITHDRAWALS

   Withdrawals made pursuant to this Article shall be subject to the
   following conditions and limitations:

        A Participant must file a withdrawal application with the
        Administrator such number of days prior to the date as of which
        it is to be effective as the Administrator shall prescribe.

        The minimum total withdrawal that a Participant may make shall be
        an amount equal to the lesser of $100.00 or 100 percent of his
        withdrawable interest in his Separate Account.

        Withdrawals may be made effective as of the date or dates
        prescribed by the Administrator.

   12.3 ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS

   Distribution of a withdrawal amount shall be made from a Participant's
   Sub-Accounts, to the extent necessary, in the order prescribed by the
   Administrator, which order shall be uniform with respect to all
   Participants and non-discriminatory.  If the Sub-Account from which a
   Participant is receiving a withdrawal is invested in more than one
   Investment Fund, the withdrawal shall be charged against the
   Investment Funds as directed by the Administrator.


                                 ARTICLE XII
                       TREATMENT OF NON-VESTED AMOUNTS
                         FOLLOWING TERMINATION DATE


   13.1 NOTICE OF TERMINATION DATE

   Notice of a Participant's Termination Date shall be given by the
   Administrator to the Trustee.





                                     31




   13.2 SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS

   If as of a Participant's Termination Date the Participant's vested
   interest in his Employer Regular Contributions Sub-Account is less
   than 100 percent, that portion of his Employer Regular Contributions
   Sub-Account that is not vested shall be accounted for separately from
   the vested portion and shall be disposed of as provided in the
   following Section.

   13.3 DISPOSITION OF NON-VESTED AMOUNTS

   That portion of a Participant's Employer Regular Contributions
   Sub-Account that is not vested upon the occurrence of his Termination
   Date shall be forfeited and his Account closed as of the last day of
   the Plan Year (i) as of which the Participant first incurs a Break in
   Service or (ii) in which he receives any distribution from his vested
   interest in his Account, whichever is earlier.

   Whenever the non-vested portion of a Participant's Employer Regular
   Contributions Sub-Account is forfeited under the provisions of the
   Plan with respect to a Plan Year, the amount of such forfeiture, as of
   the last day of the Plan Year, shall be allocated among the Accounts
   of Participants eligible to participate in the allocation of Employer
   Regular Contributions for the Plan Year in which the forfeiture
   occurs.  Any forfeited amounts shall be allocated in the ratio which
   the value of an eligible Participant's Employer Regular Contributions
   Sub-Account determined as of the last day of the Plan Year in which
   the forfeiture occurs bears to the aggregate value of all such Sub-
   Accounts of such Participants.  Forfeitures credited to a
   Participant's Account hereunder shall be credited to his Employer
   Regular Contributions Sub-Account.  A Participant's vested interest in
   amounts attributable to forfeitures allocated to his Employer Regular
   Contributions Sub-Account shall be determined in the same way as his
   vested interest in Employer Regular Contributions.

   13.4 RECREDITING OF FORFEITED AMOUNTS

   A former Participant who forfeited the non-vested portion of his
   Employer Regular Contributions Sub-Account in accordance with the
   provisions of this Article and who is re-employed by the Employer or a
   Related Company shall have such forfeited amounts recredited to a new
   Account in his name, with adjustment for gains or losses experienced
   by the Investment Funds in which the Participant's Account was
   invested prior to the forfeiture during the period beginning on the
   date such amounts were forfeited and ending on the earlier of (i) the
   date such amounts are recredited or (ii) the date the Participant
   received, or is deemed to have received, a distribution from his
   vested interest in his Participant's Account, if:

   (a)  he returns to employment with the Employer or a Related Company
        before he incurs five consecutive Breaks in Service commencing

                                     32





        after the later of his Termination Date or the date he received
        distribution of his vested interest in his Account;

   (b)  he resumes employment covered under the Plan before the earlier
        of (i) the end of the five-year period beginning on the date he
        is re-employed or (ii) the date he incurs five consecutive Breaks
        in Service commencing after the later of his Termination Date or
        the date he received distribution of his vested interest in his
        Account; and

   (c)  if he received distribution of his vested interest in his
        Account, he repays to the Plan the full amount of such
        distribution before the earlier of (i) the end of the five-year
        period beginning on the date he is re-employed or (ii) the date
        he incurs five consecutive Breaks in Service commencing after the
        date he received distribution of his vested interest in his
        Account.

   Funds needed in any Plan Year to recredit the Account of a Participant
   with the amounts of prior forfeitures in accordance with the preceding
   sentence shall come first from forfeitures that arise during such Plan
   Year, and then from Trust income earned in such Plan Year, with each
   Trust Fund being charged with the amount of such income
   proportionately, unless the Employer chooses to make an additional
   Employer contribution, and shall finally be provided by the Employer
   by way of a separate Employer contribution.


                                 ARTICLE XIV
                                DISTRIBUTIONS


   14.1 DISTRIBUTIONS TO PARTICIPANTS

   A Participant whose Termination Date occurs shall receive distribution
   of his vested interest in his Account in the form provided under
   Article XV beginning as soon as reasonably practicable following his
   Termination Date or the date his application for distribution is filed
   with the Administrator, if later.  In addition, a Participant who
   continues in employment with an Employer or a Related Company after
   his Normal Retirement Date may elect to receive distribution of all or
   any portion of his Separate Account in the form provided under Article
   XV or Addendum A, as applicable, at any time following his Normal
   Retirement Date.

   14.2 DISTRIBUTIONS TO BENEFICIARIES

   If a Participant dies prior to the date distribution of his vested
   interest in his Account begins under this Article, his Beneficiary
   shall receive distribution of the Participant's vested interest in his
   Account in the form provided under Article XV beginning as soon as

                                     33




   reasonably practicable following the date the Beneficiary's
   application for distribution is filed with the Administrator.  Unless
   distribution is to be made over the life or over a period certain not
   greater than the life expectancy of the Beneficiary, distribution of
   the Participant's entire vested interest shall be made to the
   Beneficiary no later than the end of the fifth calendar year beginning
   after the Participant's death.  If distribution is to be made over the
   life or over a period certain no greater than the life expectancy of
   the Beneficiary, distribution shall commence no later than:

   (a)  If the Beneficiary is not the Participant's spouse, the end of
        the first calendar year beginning after the Participant's death;
        or

   (b)  If the Beneficiary is the Participant's spouse, the later of (i)
        the end of the first calendar year beginning after the
        Participant's death or (ii) the end of the calendar year in which
        the Participant would have attained age 70 1/2.

   If distribution is to be made to a Participant's spouse, it shall be
   made available within a reasonable period of time after the
   Participant's death that is no less favorable than the period of time
   applicable to other distributions.  If a Participant dies after the
   date distribution of his vested interest in his Account begins under
   this Article, but before his entire vested interest in his Account is
   distributed, his Beneficiary shall receive distribution of the
   remainder of the Participant's vested interest in his Account
   beginning as soon as reasonably practicable following the
   Participant's date of death in a form that provides for distribution
   at least as rapidly as under the form in which the Participant was
   receiving distribution.  Notwithstanding the provisions of this
   Section, distribution may also be made to a Participant's Beneficiary
   in accordance with a valid election made by the Participant pursuant
   to Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act
   of 1982.

   14.3 CASH OUTS AND PARTICIPANT CONSENT

   Notwithstanding any other provision of the Plan to the contrary, if a
   Participant's vested interest in his Account does not exceed $3,500,
   distribution of such vested interest shall be made to the Participant
   in a single sum payment as soon as reasonably practicable following
   his Termination Date.  If a Participant's vested interest in his
   Account is $0, he shall be deemed to have received distribution of
   such vested interest as of his Termination Date.

   If a Participant's vested interest in his Account exceeds $3,500,
   distribution shall not commence to such Participant prior to his
   Normal Retirement Date without the Participant's written consent.  If
   at the time of a distribution or deemed distribution to a Participant
   from his Account, the Participant's vested interest in his Account

                                     34





   exceeded $3,500, then for purposes of this Section, the Participant's
   vested interest in his Account on any subsequent date shall be deemed
   to exceed $3,500.

   14.4 REQUIRED COMMENCEMENT OF DISTRIBUTION

   Notwithstanding any other provision of the Plan to the contrary,
   distribution of a Participant's vested interest in his Account shall
   commence to the Participant no later than the earlier of:

   (a)  unless the Participant elects a later date, 60 days after the
        close of the Plan Year in which (i) the Participant's Normal
        Retirement Date occurs, (ii) the 10th anniversary of the year in
        which he commenced participation in the Plan occurs, or (iii) his
        Termination Date occurs, whichever is latest; or

   (b)  the April 1 following the close of the calendar year in which he
        attains age 70 1/2, whether or not his Termination Date has
        occurred, except that if a Participant attained age 70-1/2 prior
        to January 1, 1988, and was not a five-percent owner (as defined
        in Section 416 of the Code) at any time during the five-Plan-Year
        period ending within the calendar year in which he attained age
        70-1/2, distribution of such Participant's vested interest in his
        Account shall commence no later than the April 1 following the
        close of the calendar year in which he attains age 70-1/2 or
        retires, whichever is later.

   Distributions required to commence under this Section shall be made in
   the form provided under Article XV and in accordance with Section
   401(a)(9) of the Code and regulations issued thereunder, including the
   minimum distribution incidental benefit requirements.  Notwithstanding
   the provisions of this Section, distribution may also be made to a
   Participant in accordance with a valid election made by the
   Participant pursuant to Section 242(b)(2) of the Tax Equity and Fiscal
   Responsibility Act of 1982.

   14.5 RE-EMPLOYMENT OF A PARTICIPANT

   If a Participant whose Termination Date has occurred is re-employed by
   the Employer or a Related Company, he shall lose his right to any
   distribution or further distributions from the Trust arising from his
   prior Termination Date and his interest in the Trust shall thereafter
   be treated in the same manner as that of any other Participant whose
   Termination Date has not occurred.

   14.6 RESTRICTIONS ON ALIENATION

   Except as provided in Section 401(a)(13) of the Code relating to
   qualified domestic relations orders and Section 1.401(a)-13(b)(2) of
   Treasury regulations relating to Federal tax levies and judgments, no
   benefit under the Plan at any time shall be subject in any manner to

                                     35




   anticipation, alienation, assignment (either at law or in equity),
   encumbrance, garnishment, levy, execution, or other legal or equitable
   process; and no person shall have power in any manner to anticipate,
   transfer, assign (either at law or in equity), alienate or subject to
   attachment, garnishment, levy, execution, or other legal or equitable
   process, or in any way encumber his benefits under the Plan, or any
   part thereof, and any attempt to do so shall be void.

   14.7 FACILITY OF PAYMENT

   If the Administrator finds that any individual to whom an amount is
   payable hereunder is incapable of attending to his financial affairs
   because of any mental or physical condition, including the infirmities
   of advanced age, such amount (unless prior claim therefor shall have
   been made by a duly qualified guardian or other legal representative)
   may, in the discretion of the Administrator, be paid to another person
   for the use or benefit of the individual found incapable of attending
   to his financial affairs or in satisfaction of legal obligations
   incurred by or on behalf of such individual.  The Trustee shall make
   such payment only upon receipt of written instructions to such effect
   from the Administrator.  Any such payment shall be charged to the
   Account from which any such payment would otherwise have been paid to
   the individual found incapable of attending to his financial affairs
   and shall be a complete discharge of any liability therefor under the
   Plan.

   14.8 INABILITY TO LOCATE PAYEE

   If any benefit becomes payable to any person, or to the executor or
   administrator of any deceased person, and if that person or his
   executor or administrator does not present himself to the
   Administrator within a reasonable period after the Administrator mails
   written notice of his eligibility to receive a distribution hereunder
   to his last known address and makes such other diligent effort to
   locate the person as the Administrator determines, that benefit will
   be forfeited.  However, if the payee later files a claim for that
   benefit, the benefit will be restored.

   14.9 DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS

   Notwithstanding any other provision of the Plan to the contrary, if a
   qualified domestic relations order so provides, distribution may be
   made to an alternate payee pursuant to a qualified domestic relations
   order, as defined in Section 414(p) of the Code, regardless of whether
   the Participant's Termination Date has occurred or whether the
   Participant is otherwise entitled to receive a distribution under the
   Plan.



                                     36





                                 ARTICLE XV
                               FORM OF PAYMENT


   15.1 NORMAL FORM OF PAYMENT

   Unless the Participant, or his Beneficiary, if the Participant has
   died, elects the optional form of payment, distribution shall be made
   to the Participant, or his Beneficiary, as the case may be, in a
   single sum payment.

   15.2 OPTIONAL FORM OF PAYMENT

   A Participant may elect to receive distribution of all or a portion of
   his Account in a series of installments over a period not exceeding
   the life expectancy of the Participant.  If a Participant has died,
   his Beneficiary may elect to receive distribution of all or a portion
   of his Account in a series of installments over a period not exceeding
   (i) the end of the fifth calendar year beginning after the
   Participant's death, if the Beneficiary is not the Participant's
   spouse or (ii) the life expectancy of the Beneficiary, if the
   Beneficiary is the Participant's spouse.  Each installment shall be
   equal in amount except as necessary to adjust for any changes in the
   value of the Participant's Account.  The determination of life
   expectancies shall be made on the basis of the expected return
   multiples in Table V and VI of Section 1.72-9 of the Treasury
   regulations and shall be calculated once at the time installment
   payments begin.

   Notwithstanding the foregoing, a Participant may elect to receive
   distribution of his Account for periods prior to the April 1 following
   the close of the calendar year in which he attains age 70 1/2 in a
   series of installments or non-periodic payments made pursuant to any
   formula elected by the Participant, without regard to the life
   expectancies of the Participant and his Beneficiary.

   15.3 CHANGE OF OPTION ELECTION

   A Participant or Beneficiary who has elected the optional form of
   payment may revoke or change his election at any time by filing with
   the Administrator an election in the form prescribed by the
   Administrator.

   15.4 DIRECT ROLLOVER

   Notwithstanding any other provision of the Plan to the contrary, in
   lieu of receiving distribution in the form of payment provided under
   this Article, a "qualified distributee" may elect, in accordance with
   rules prescribed by the Administrator, to have any portion or all of a
   distribution that is an "eligible rollover distribution" paid directly
   by the Plan to the "eligible retirement plan" designated by the
   "qualified distributee"; provided, however, that this provision shall
   not apply if the total distribution is less than $200 and that a

                                     37





   "qualified distributee" may not elect this provision with respect to a
   portion of a distribution that is less than $500.  Any such payment by
   the Plan to another "eligible retirement plan" shall be a direct
   rollover.  For purposes of this Section, the following terms have the
   following meanings:

   (a)  An "eligible retirement plan" means 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 rollovers; provided, however, that, in the case of a
        direct rollover by a surviving spouse, an eligible retirement
        plan does not include a qualified trust described in Section
        401(a) of the Code.

   (b)  An "eligible rollover distribution" means any distribution of all
        or any portion of the balance of a Participant's Account;
        provided, however, that an eligible rollover distribution does
        not include:  any distribution that is one of a series of
        substantially equal periodic payments made not less frequently
        than annually for the life or life expectancy of the qualified
        distributee or the joint lives or joint life expectancies of the
        qualified distributee and the qualified 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 consists of the Participant's Employee
        Contributions.

   (c)  A "qualified distributee" means a Participant, his surviving
        spouse, or his spouse or former spouse who is an alternate payee
        under a qualified domestic relations order, as defined in Section
        414(p) of the Code.

   15.5 NOTICE REGARDING FORMS OF PAYMENT

   Within the 60 day period ending 30 days before the date as of which
   distribution of a Participant's Account commences, the Administrator
   shall provide the Participant with a written explanation of his right
   to defer distribution until his Normal Retirement Date, or such later
   date as may be provided in the Plan, his right to make a direct
   rollover, and the forms of payment available under the Plan. 
   Distribution of the Participant's Account may commence less than 30
   days after such notice is provided to the Participant if (i) the
   Administrator clearly informs the Participant of his right to
   consider, for a period of at least 30 days following his receipt of
   the notice, his election of whether or not to make a direct rollover
   or to receive a distribution prior to his Normal Retirement Date and
   his election of a form of payment and (ii) the Participant, after
   receiving the notice, affirmatively elects an early distribution.

                                     38




   15.6 RE-EMPLOYMENT

   If a Participant is re-employed by the Employer or a Related Company
   prior to receiving distribution of the entire balance of his vested
   interest in his Account, his prior election of a form of payment
   hereunder shall become ineffective.

   15.7 SECTION 242(B)(2) ELECTIONS

   Notwithstanding any other provisions of this Article, distribution on
   behalf of a Participant, including a five-percent owner, may be made
   pursuant to an election under Section 242(b)(2) of the Tax Equity and
   Fiscal Responsibility Act of 1982 and in accordance with all of the
   following requirements:

   (a)  The distribution is one which would not have disqualified the
        Trust under Section 401(a)(9) of the Code as in effect prior to
        amendment by the Deficit Reduction Act of 1984.

   (b)  The distribution is in accordance with a method of distribution
        elected by the Participant whose interest in the Trust is being
        distributed or, if the Participant is deceased, by a Beneficiary
        of such Participant.

   (c)  Such election was in writing, was signed by the Participant or
        the Beneficiary, and was made before January 1, 1984.

   (d)  The Participant had accrued a benefit under the Plan as of
        December 31, 1983.

   (e)  The method of distribution elected by the Participant or the
        Beneficiary specifies the time at which distribution will
        commence, the period over which distribution will be made, and in
        the case of any distribution upon the Participant's death, the
        Beneficiaries of the Participant listed in order of priority.

   A distribution upon death shall not be made under this Section unless
   the information in the election contains the required information
   described above with respect to the distributions to be made upon the
   death of the Participant.  For any distribution which commences before
   January 1, 1984, but continues after December 31, 1983, the
   Participant or the Beneficiary to whom such distribution is being made
   will be presumed to have designated the method of distribution under
   which the distribution is being made, if this method of distribution
   was specified in writing and the distribution satisfies the
   requirements in paragraphs (a) and (e) of this Section.  If an
   election is revoked, any subsequent distribution will be in accordance
   with the other provisions of the Plan.  Any changes in the election
   will be considered to be a revocation of the election.  However, the
   mere substitution or addition of another Beneficiary (one not
   designated as a Beneficiary in the election), under the election will

                                     39





   not be considered to be a revocation of the election, so long as such
   substitution or addition does not alter the period over which
   distributions are to be made under the election directly, or
   indirectly (for example, by altering the relevant measuring life).


                                 ARTICLE XVI
                                BENEFICIARIES


   16.1 DESIGNATION OF BENEFICIARY

   A married Participant's Beneficiary shall be his spouse, unless the
   Participant designates a person or persons other than his spouse as
   Beneficiary with his spouse's written consent; provided, however, that
   such written spousal consent shall not be required if the Participant
   is not married to such spouse on the date as of which distribution of
   the Participant's Account commences.  A Participant may designate a
   Beneficiary on the form prescribed by the Administrator.  If no
   Beneficiary has been designated pursuant to the provisions of this
   Section, or if no Beneficiary survives the Participant and he has no
   surviving spouse, then the Beneficiary under the Plan shall be the
   Participant's surviving children or, if none, the Participant's
   surviving parents or, if none, the Participant's surviving brothers
   and sisters or, if none, the Participant's executors and
   administrators.  If a Beneficiary dies after becoming entitled to
   receive a distribution under the Plan but before distribution is made
   to him in full, and if no other Beneficiary has been designated to
   receive the balance of the distribution in that event, the estate of
   the deceased Beneficiary shall be the Beneficiary as to the balance of
   the distribution.

   16.2 SPOUSAL CONSENT REQUIREMENTS

   Any written spousal consent given pursuant to this Article must
   acknowledge the effect of the action taken and must be witnessed by a
   Plan representative or a notary public.  In addition, the spouse's
   written consent must either (i) specify any non-spouse Beneficiary
   designated by the Participant and that such Beneficiary may not be
   changed without written spousal consent or (ii) acknowledge that the
   spouse has the right to limit consent to a specific Beneficiary, but
   permit the Participant to change the designated Beneficiary without
   the spouse's further consent.  A Participant's spouse will be deemed
   to have given written consent to the Participant's designation of
   Beneficiary if the Participant establishes to the satisfaction of a
   Plan representative that such consent cannot be obtained because the
   spouse cannot be located or because of other circumstances set forth
   in Section 401(a)(11) of the Code and regulations issued thereunder. 
   Any written consent given or deemed to have been given by a
   Participant's spouse hereunder shall be valid only with respect to the
   spouse who signs the consent.

                                     40






                                ARTICLE XVII
                               ADMINISTRATION


   17.1 AUTHORITY OF THE EMPLOYER

   The Employer, which shall be the administrator for purposes of ERISA
   and the plan administrator for purposes of the Code, shall be
   responsible for the administration of the Plan and, in addition to the
   powers and authorities expressly conferred upon it in the Plan, shall
   have all such powers and authorities as may be necessary to carry out
   the provisions of the Plan, including the power and authority to
   interpret and construe the provisions of the Plan, to make benefit
   determinations, and to resolve any disputes which arise under the
   Plan.  The Employer may employ such attorneys, agents, and accountants
   as it may deem necessary or advisable to assist in carrying out its
   duties hereunder.  The Employer shall be a "named fiduciary" as that
   term is defined in Section 402(a)(2) of ERISA.  The Employer may:

   (a)  allocate any of the powers, authority, or responsibilities for
        the operation and administration of the Plan (other than trustee
        responsibilities as defined in Section 405(c)(3) of ERISA) among
        named fiduciaries; and

   (b)  designate a person or persons other than a named fiduciary to
        carry out any of such powers, authority, or responsibilities;

   except that no allocation by the Employer of, or designation by the
   Employer with respect to, any of such powers, authority, or
   responsibilities to another named fiduciary or a person other than a
   named fiduciary shall become effective unless such allocation or
   designation shall first be accepted by such named fiduciary or other
   person in a writing signed by it and delivered to the Employer.

   17.2 ACTION OF THE EMPLOYER

   Any act authorized, permitted, or required to be taken under the Plan
   by the Employer and which has not been delegated in accordance with
   Section 17.1, may be taken by a majority of the members of the board
   of directors of the Employer, either by vote at a meeting, or in
   writing without a meeting, or by the employee or employees of the
   Employer designated by the board of directors to carry out such acts
   on behalf of the Employer.  All notices, advice, directions,
   certifications, approvals, and instructions required or authorized to
   be given by the Employer as under the Plan shall be in writing and
   signed by either (i) a majority of the members of the board of
   directors of the Employer or by such member or members as may be
   designated by an instrument in writing, signed by all the members
   thereof, as having authority to execute such documents on its behalf,


                                     41





   or (ii) the employee or employees authorized to act for the Employer
   in accordance with the provisions of this Section.

   17.3 CLAIMS REVIEW PROCEDURE

   Except to the extent that the provisions of the collective bargaining
   agreement between the Sponsor and the United Steelworkers of America,
   Rubber/Plastic Industry Conference, Local No. 302 provide another
   method of resolving claims for benefits under the Plan, the provisions
   of this Section shall control with respect to the resolution of such
   claims.  Whenever a claim for benefits under the Plan filed by any
   person (herein referred to as the "Claimant") is denied, whether in
   whole or in part, the Employer shall transmit a written notice of such
   decision to the Claimant within 90 days of the date the claim was
   filed or, if special circumstances require an extension, within 180
   days of such date, which notice shall be written in a manner
   calculated to be understood by the Claimant and shall contain a
   statement of (i) the specific reasons for the denial of the claim,
   (ii) specific reference to pertinent Plan provisions on which the
   denial is based, and (iii) a description of any additional material or
   information necessary for the Claimant to perfect the claim and an
   explanation of why such information is necessary.

   The notice shall also include a statement advising the Claimant that,
   within 75 days of the date on which he receives such notice, he may
   obtain review of such decision in accordance with the procedures
   hereinafter set forth.  Within such 75-day period, the Claimant or his
   authorized representative may request that the claim denial be
   reviewed by filing with the Employer a written request therefor, which
   request shall contain the following information:

   (a)  the date on which the Claimant's request was filed with the
        Employer; provided, however, that the date on which the
        Claimant's request for review was in fact filed with the Employer
        shall control in the event that the date of the actual filing is
        later than the date stated by the Claimant pursuant to this
        paragraph;

   (b)  the specific portions of the denial of his claim which the
        Claimant requests the Employer to review;

   (c)  a statement by the Claimant setting forth the basis upon which he
        believes the Employer should reverse the previous denial of his
        claim for benefits and accept his claim as made; and

   (d)  any written material (offered as exhibits) which the Claimant
        desires the Employer to examine in its consideration of his
        position as stated pursuant to paragraph (c) of this Section.

   Within 60 days of the date determined pursuant to paragraph (a) of
   this Section or, if special circumstances require an extension, within

                                     42





   120 days of such date, the Employer shall conduct a full and fair
   review of the decision denying the Claimant's claim for benefits and
   shall render its written decision on review to the Claimant.  The
   Employer's decision on review shall be written in a manner calculated
   to be understood by the Claimant and shall specify the reasons and
   Plan provisions upon which the Employer's decision was based.

   17.4 QUALIFIED DOMESTIC RELATIONS ORDERS

   The Employer shall establish reasonable procedures to determine the
   status of domestic relations orders and to administer distributions
   under domestic relations orders which are deemed to be qualified
   orders.  Such procedures shall be in writing and shall comply with the
   provisions of Section 414(p) of the Code and regulations issued
   thereunder.

   17.5 INDEMNIFICATION

   In addition to whatever rights of indemnification the members of the
   board of directors of the Employer or any employee or employees of the
   Employer to whom any power, authority, or responsibility is delegated
   pursuant to Section 17.2, may be entitled under the articles of
   incorporation or regulations of the Employer, under any provision of
   law, or under any other agreement, the Employer shall satisfy any
   liability actually and reasonably incurred by any such person or
   persons, including expenses, attorneys' fees, judgments, fines, and
   amounts paid in settlement (other than amounts paid in settlement not
   approved by the Employer), in connection with any threatened, pending
   or completed action, suit, or proceeding which is related to the
   exercising or failure to exercise by such person or persons of any of
   the powers, authority, responsibilities, or discretion as provided
   under the Plan, or reasonably believed by such person or persons to be
   provided hereunder, and any action taken by such person or persons in
   connection therewith, unless the same is judicially determined to be
   the result of such person or persons' gross negligence or willful
   misconduct.

   17.6 ACTIONS BINDING

   Subject to the provisions of Section 17.3, any action taken by the
   Employer which is authorized, permitted, or required under the Plan
   shall be final and binding upon the Employer, the Trustee, all persons
   who have or who claim an interest under the Plan, and all third
   parties dealing with the Employer or the Trustee.





                                     43




                                ARTICLE XVIII
                          AMENDMENT AND TERMINATION


   18.1 AMENDMENT

   Subject to the provisions of Section 18.2 and of the collective
   bargaining agreement between the Sponsor and the United Steelworkers
   of America, Rubber/Plastic Industry Conference, Local No. 302, the
   Employer may at any time and from time to time, by action of its board
   of directors, or such Benefit Plans Committee as is authorized by the
   Employer's board of directors, amend the Plan, either prospectively or
   retroactively.  Any such amendment shall be by written instrument
   executed by the Employer.

   18.2 LIMITATION ON AMENDMENT

   The Employer shall make no amendment to the Plan which shall decrease
   the accrued benefit of any Participant or Beneficiary, except that
   nothing contained herein shall restrict the right to amend the
   provisions of the Plan relating to the administration of the Plan and
   Trust.  Moreover, no such amendment shall be made hereunder which
   shall permit any part of the Trust to revert to the Employer or any
   Related Company or be used or be diverted to purposes other than the
   exclusive benefit of Participants and Beneficiaries.

   18.3 TERMINATION

   Subject to the provisions of the collective bargaining agreement
   between the Sponsor and the United Steelworkers of America,
   Rubber/Plastic Industry Conference, Local No. 302, the Employer
   reserves the right, by action of its board of directors, to terminate
   the Plan at any time (the effective date of such termination being
   hereinafter referred to as the "termination date").  Upon any such
   termination of the Plan, the following actions shall be taken for the
   benefit of Participants and Beneficiaries:

   (a)  As of the termination date, each Investment Fund shall be valued
        and all Accounts and Sub-Accounts shall be adjusted in the manner
        provided in Article X, with any unallocated contributions or
        forfeitures being allocated as of the termination date in the
        manner otherwise provided in the Plan.  The termination date
        shall become a Valuation Date for purposes of Article X.  In
        determining the net worth of the Trust, there shall be included
        as a liability such amounts as shall be necessary to pay all
        expenses in connection with the termination of the Trust and the
        liquidation and distribution of the property of the Trust, as
        well as other expenses, whether or not accrued, and shall include
        as an asset all accrued income.

   (b)  All Accounts shall then be disposed of to or for the benefit of
        each Participant or Beneficiary in accordance with the provisions
        of Article XIV as if the termination date were his Termination
        Date; provided, however, that notwithstanding the provisions of
        Article XIV, if the Plan does not offer an annuity option and if

                                     44





        neither the Employer nor a Related Company establishes or
        maintains another defined contribution plan (other than an
        employee stock ownership plan as defined in Section 4975(e)(7) of
        the Code), the Participant's written consent to the commencement
        of distribution shall not be required regardless of the value of
        the vested portions of his Account.

   (c)  Notwithstanding the provisions of paragraph (b) of this Section,
        no distribution shall be made to a Participant of any portion of
        the balance of his Deferral Contributions Sub-Account prior to
        his separation from service (other than a distribution required
        in accordance with Section 401(a)(9) of the Code) unless (i)
        neither the Employer nor a Related Company establishes or
        maintains another defined contribution plan (other than an
        employee stock ownership plan as defined in Section 4975(e)(7) of
        the Code, a tax credit employee stock ownership plan as defined
        in Section 409 of the Code, or a simplified employee pension as
        defined in Section 408(k) of the Code) either at the time the
        Plan is terminated or at any time during the period ending 12
        months after distribution of all assets from the Plan; provided,
        however, that this provision shall not apply if fewer than two
        percent of the Eligible Employees under the Plan were eligible to
        participate at any time in such other defined contribution plan
        during the 24-month period beginning 12 months before the Plan
        termination, and (ii) the distribution the Participant receives
        is a "lump sum distribution" as defined in Section 402(e)(4) of
        the Code, without regard to clauses (i), (ii), (iii), and (iv) of
        sub-paragraph (A), sub-paragraph (B), or sub-paragraph (H)
        thereof.

   Notwithstanding anything to the contrary contained in the Plan, upon
   any such Plan termination, the vested interest of each Participant and
   Beneficiary in his Employer Regular Contributions Sub-Account shall be
   100 percent; and, if there is a partial termination of the Plan, the
   vested interest of each Participant and Beneficiary who is affected by
   the partial termination in his Employer Regular Contributions
   Sub-Account shall be 100 percent.  For purposes of the preceding
   sentence only, the Plan shall be deemed to terminate automatically if
   there shall be a complete discontinuance of contributions hereunder by
   the Employer.

   18.4 REORGANIZATION

   The merger, consolidation, or liquidation of the Employer with or into
   a Related Company shall not constitute a termination of the Plan.  If
   the Employer disposes of substantially all of the assets used by the
   Employer in a trade or business or disposes of a subsidiary and in
   connection therewith one or more Participants terminates employment
   but continues in employment with the purchaser of the assets or with
   such subsidiary, no distribution from the Plan shall be made to any
   such Participant prior to his separation from service (other than a

                                     45





   distribution required in accordance with Section 401(a)(9) of the
   Code), except that a distribution shall be permitted to be made in
   such a case, subject to the Participant's consent (to the extent
   required by law), if (i) the distribution would constitute a "lump sum
   distribution" as defined in section 402(e)(4) of the Code, without
   regard to clauses (i), (ii), (iii), or (iv) of sub-paragraph (A),
   sub-paragraph (B), or sub-paragraph (H) thereof, (ii) the Employer
   continues to maintain the Plan after the disposition, (iii) the
   purchaser does not maintain the Plan after the disposition, and (iv)
   the distribution is made by the end of the second calendar year after
   the calendar year in which the disposition occurred.


                                 ARTICLE XIX
                          MISCELLANEOUS PROVISIONS


   19.1 NO COMMITMENT AS TO EMPLOYMENT

   Nothing contained herein shall be construed as a commitment or
   agreement upon the part of any person to continue his employment with
   the Employer or Related Company, or as a commitment on the part of the
   Employer or Related Company to continue the employment, compensation,
   or benefits of any person for any period.

   19.2 BENEFITS

   Nothing in the Plan nor the Trust Agreement shall be construed to
   confer any right or claim upon any person, firm, or corporation other
   than the Employer, the Trustee, Participants, and Beneficiaries.

   19.3 NO GUARANTEES

   The Employer, the Administrator, and the Trustee do not guarantee the
   Trust from loss or depreciation, nor do they guarantee the payment of
   any amount which may become due to any person hereunder.

   19.4 EXPENSES

   The expenses of administration of the Plan, including the expenses of
   the Administrator and the fees of the Trustee in excess of those fees
   subtracted from the Employer Regular Contributions under Section
   6.2(b), shall be paid from the Trust as a general charge thereon,
   unless the Employer elects to make payment.  Notwithstanding the
   foregoing, the Employer may direct that administrative expenses that
   are allocable to the Account of a specific Participant shall be paid
   from that Account and the costs incident to the management of the
   assets of an Investment Fund or to the purchase or sale of securities
   held in an Investment Fund shall be paid by the Trustee from such
   Investment Fund.


                                     46





   19.5 PRECEDENT

   Except as otherwise specifically provided, no action taken in
   accordance with the Plan shall be construed or relied upon as a
   precedent for similar action under similar circumstances.

   19.6 DUTY TO FURNISH INFORMATION

   The Employer, the Administrator, and the Trustee shall furnish to any
   of the others any documents, reports, returns, statements, or other
   information that the other reasonably deems necessary to perform its
   duties hereunder or otherwise imposed by law.

   19.7 WITHHOLDING

   The Trustee shall withhold any tax which by any present or future law
   is required to be withheld, and which the Administrator notifies the
   Trustee in writing is to be so withheld, from any payment to any
   Participant or Beneficiary hereunder.

   19.8 MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS

   The Plan shall not be merged or consolidated with any other plan, nor
   shall any of its assets or liabilities be transferred to another plan,
   unless, immediately after such merger, consolidation, or transfer of
   assets or liabilities, each Participant in the Plan would receive a
   benefit under the Plan which is at least equal to the benefit he would
   have received immediately prior to such merger, consolidation, or
   transfer of assets or liabilities (assuming in each instance that the
   Plan had then terminated).

   19.9 BACK PAY AWARDS

   The provisions of this Section shall apply only to an Employee or
   former Employee who becomes entitled to back pay by an award or
   agreement of the Employer without regard to mitigation of damages.  If
   a person to whom this Section applies was or would have become an
   Eligible Employee after such back pay award or agreement has been
   effected and would have been eligible to participate in the allocation
   of Employer Regular Contributions under the provisions of Article VI
   for any prior Plan Year, the Employer shall make an Employer Regular
   Contribution equal to the amount of the Employer Regular Contribution
   which would have been allocated to such Participant under the
   provisions of Article VI as in effect during each such Plan Year and
   such Participant shall be permitted to elect with respect to his
   allocable share described in Section 6.3(c)(1) of each such
   contribution whether to have such amount allocated directly to his
   Account as a Deferral Contribution.  Any such election shall be made
   in accordance with rules established by the Administrator.  If such
   Participant fails to make an election within the period prescribed by
   the Administrator, distribution of the Participant's allocable share

                                     47





   described in Section 6.3(c)(1) shall be made directly to the
   Participant in cash.

   The amounts of any additional Employer Regular Contributions and
   Deferral Contributions shall be credited to the appropriate Sub-
   Accounts of such Participant.  Any additional contributions made by
   the Employer pursuant to this Section shall be made in accordance
   with, and subject to the limitations of the applicable provisions of
   Articles IV, VI, and VII.

   19.10     MILITARY LEAVE

   The provisions of this Section shall apply only to an Employee who
   becomes entitled to contributions under the Plan for periods that he
   is absent from employment because of Military Leave.

   (a)  CONTRIBUTIONS FOR PLAN YEAR IN WHICH MILITARY LEAVE COMMENCES: 
        To the extent that an Employee receives Compensation from his
        Employer for the Plan Year in which his Military Leave commences,
        such Employee, to the extent he is eligible under the terms of
        the Plan other than this Section, shall be eligible to
        participate in the allocation of Employer Regular Contributions
        for such Contribution Period and to elect to allocate his share
        of the Employer Regular Contribution described in Section
        6.3(c)(1) to his Account as a Deferral Contribution.  The amount
        of such Employee's allocable share of the Employer Regular
        Contribution for such Contribution Period shall be based on his
        Compensation actually received from the Employer for such
        Contribution Period (rather than Compensation imputed because of
        Military Leave) and his years of Vesting Service as of the end of
        such Contribution Period.  If the Employee does not receive
        Compensation from his Employer for the Plan Year in which his
        Military Leave commences, such Employee shall not make Salary
        Deferral Contributions to the Plan nor participate in the
        allocation of Employer Regular Contributions for such Plan Year
        until his re-employment at the end of his Military Leave.

   (b)  CONTRIBUTIONS FOLLOWING RE-EMPLOYMENT:    Upon re-employment
        following Military Leave, a contribution shall be made on behalf
        of each Employee who would have been eligible to participate in
        the allocation of Employer Regular Contributions for a
        Contribution Period, but for his absence because of Military
        Leave, in the aggregate amount such Employee would have received
        as his allocable share of each such Employer Regular
        Contribution.  Such allocable share shall be determined based on
        the Employee's Compensation for the Contribution Period
        (including both Compensation actually received from his Employer
        and Compensation imputed to him for Military Leave), his years of
        Vesting Service as of the end of the Contribution Period for
        which the Employer Regular Contribution was made, and the unit
        value determined for each Employer Regular Contribution.  If the

                                     48





        Employee received an allocation of Employer Regular Contributions
        with respect to a Contribution Period under the provisions of
        paragraph (a) of this Section, the amount of such allocation
        shall be offset against the amount determined hereunder in
        determining the amount of the additional contribution to be made
        on the Employee's behalf.

        If an Employee is re-employed part-way through a Contribution
        Period, the amount of the Employer Regular Contribution for the
        Contribution Period and his allocable share of such Employer
        Regular Contribution shall be determined as provided in Sections
        6.2 and 6.3, taking into consideration such Employee's
        Compensation for the Contribution Period that is imputed to him
        for Military Leave.

   (c)  DEFERRAL CONTRIBUTIONS FOLLOWING RE-EMPLOYMENT:  An Employee who
        receives a contribution in accordance with the provisions of
        paragraph (b) above may elect to allocate his share of each such
        contribution that would have been described in Section 6.3(c)(1)
        if such contribution had been an Employer Regular Contribution to
        his Account as a Deferral Contribution under the Plan.  If the
        Employee does not elect to have such amount allocated to his
        Account as a Deferral Contribution, such amount will be paid
        directly to him in cash.  An employee must make his election
        during the "applicable period" (as defined below).  Any Deferral
        Contributions made pursuant to the preceding sentence shall be
        made in accordance with the provisions of the Plan in effect
        during the period for which such Deferral Contributions were
        made.  The "applicable period" means the period beginning on the
        Employee's re-employment date and either (1) ending five years
        later or (2) extending three times as long as the period during
        which the Employee was on Military Leave, whichever is shorter.

   Notwithstanding any other provision of the Plan to the contrary, no
   earnings shall be credited to the Account of an Employee with respect
   to contributions made hereunder for periods ending prior to the date
   such contributions are actually paid to the Plan.

   19.11     CONDITION ON EMPLOYER REGULAR CONTRIBUTIONS

   Notwithstanding anything to the contrary contained in the Plan or the
   Trust Agreement, any contribution of the Employer hereunder is
   conditioned upon the continued qualification of the Plan under Section
   401(a) of the Code, the exempt status of the Trust under Section
   501(a) of the Code, and the deductibility of the contribution under
   Section 404 of the Code.  Except as otherwise provided in this Section
   and Section 19.11, however, in no event shall any portion of the
   property of the Trust ever revert to or otherwise inure to the benefit
   of the Employer or any Related Company.



                                     49





   19.12     RETURN OF CONTRIBUTIONS TO THE EMPLOYER

   Notwithstanding any other provision of the Plan or the Trust Agreement
   to the contrary, in the event any contribution of the Employer made
   hereunder:

   (a)  is made under a mistake of fact, or

   (b)  is disallowed as a deduction under Section 404 of the Code, 

   such contribution may be returned to the Employer within one year
   after the payment of the contribution or the disallowance of the
   deduction to the extent disallowed, whichever is applicable.  In the
   event the Plan does not initially qualify under Section 401(a) of the
   Code, any contribution of the Employer made hereunder may be returned
   to the Employer within one year of the date of denial of the initial
   qualification of the Plan, but only if an application for
   determination was made within the period of time prescribed under
   Section 403(c)(2)(B) of ERISA.

   19.13     VALIDITY OF PLAN

   The validity of the Plan shall be determined and the Plan shall be
   construed and interpreted in accordance with the laws of the State of
   Ohio, except as preempted by applicable Federal law.  The invalidity
   or illegality of any provision of the Plan shall not affect the
   legality or validity of any other part thereof.

   19.14     TRUST AGREEMENT

   The Trust Agreement and the Trust maintained thereunder shall be
   deemed to be a part of the Plan as if fully set forth herein and the
   provisions of the Trust Agreement are hereby incorporated by reference
   into the Plan.

   19.15     PARTIES BOUND

   The Plan shall be binding upon the Employer, all Participants and
   Beneficiaries hereunder, and, as the case may be, the heirs,
   executors, administrators, successors, and assigns of each of them.

   19.16     APPLICATION OF CERTAIN PLAN PROVISIONS

   A Participant's Beneficiary, if the Participant has died, or alternate
   payee under a qualified domestic relations order shall be treated as a
   Participant for purposes of directing investments as provided in
   Article IX.  For purposes of the general administrative provisions and
   limitations of the Plan, a Participant's Beneficiary or alternate
   payee under a qualified domestic relations order shall be treated as
   any other person entitled to receive benefits under the Plan.  Upon
   any termination of the Plan, any such Beneficiary or alternate payee

                                     50





   under a qualified domestic relations order who has an interest under
   the Plan at the time of such termination, which does not cease by
   reason thereof, shall be deemed to be a Participant for all purposes
   of the Plan.

   19.17     LEASED EMPLOYEES

   Any leased employee, other than an excludable leased employee, shall
   be treated as an employee of the Employer for which he performs
   services for all purposes of the Plan with respect to the provisions
   of Sections 401(a)(3), (4), (7), and (16), and 408(k), 410, 411, 415,
   and 416 of the Code; provided, however, that no leased employee shall
   accrue a benefit hereunder based on service as a leased employee
   except as otherwise specifically provided in the Plan.  A "leased
   employee" means any person who performs services for the Employer or a
   Related Company (the "recipient") (other than an employee of the
   recipient) pursuant to an agreement between the recipient and any
   other person (the "leasing organization") on a substantially full-time
   basis for a period of at least one year, provided that such services
   are of a type historically performed, in the business field of the
   recipient, by employees.  An "excludable leased employee" means any
   leased employee of the recipient who is covered by a money purchase
   pension plan maintained by the leasing organization which provides for
   (i) a nonintegrated employer contribution on behalf of each
   participant in the plan equal to at least ten percent of compensation,
   (ii) full and immediate vesting, and (iii) immediate participation by
   employees of the leasing organization (other than employees who
   perform substantially all of their services for the leasing
   organization or whose compensation from the leasing organization in
   each plan year during the four-year period ending with the plan year
   is less than $1,000); provided, however, that leased employees do not
   constitute more than 20 percent of the recipient's nonhighly
   compensated work force.  For purposes of this Section, contributions
   or benefits provided to a leased employee by the leasing organization
   that are attributable to services performed for the recipient shall be
   treated as provided by the recipient.

   19.18     TRANSFERRED FUNDS

   If funds from another qualified plan are transferred or merged into
   the Plan, such funds shall be held and administered in accordance with
   any restrictions applicable to them under such other plan to the
   extent required by law and shall be accounted for separately to the
   extent necessary to accomplish the foregoing.



                                     51




                                 ARTICLE XX
                               EFFECTIVE DATE


   20.1 EFFECTIVE DATE OF PLAN


   This Plan is effective as of April 1, 1995.


                       *               *              


             EXECUTED AT Wooster, Ohio, this 10th  day of September,

   1996.


                                           RUBBERMAID INCORPORATED


                                           By: David L. Robertson
                                           -----------------------------
                                           Title: Senior Vice President



































                                     52
                               FIRST AMENDMENT
                                     TO
                       RUBBERMAID RETIREMENT PLAN FOR
                      COLLECTIVELY-BARGAINED ASSOCIATES


        WHEREAS, Rubbermaid Incorporated (the "Sponsor") adopted the
   Rubbermaid Retirement Plan for Collectively-Bargained Associates (the
   "Plan"), effective April 1, 1995;

        WHEREAS, the Sponsor desires to amend the Plan;

        NOW, THEREFORE, the Sponsor amends the Plan as follows:

        1.   The first paragraph under the definition of "Compensation"
   in Section 1.1 of the Plan is amended and restated as follows,
   effective January 1, 1997:

        The "COMPENSATION" of a Participant means the total amount
        of regular or base wages paid to the Participant by the
        Employer for employment as an Employee during the
        Contribution Period, including any payments for overtime
        computed at the basic rate.

        2.   Section 1.1 of the Plan is amended to add a definition of
   "Quarterly Cash Payout" reading as follows, effective January 1, 1997:

        "QUARTERLY CASH PAYOUT" with respect to a Participant means
        the quarterly cash payout paid to the Participant by the
        Employer for a calendar quarter in an amount up to 12
        percent of such Participant Compensation for such quarter,
        determined in accordance with the terms of the collective
        bargaining agreement between the Employer and the United
        Steelworkers of America, Rubber/Plastic Industry Conference,
        Local No. 302L.

        3.   The definition of "Net Profits" in Section 1.1 of the Plan
   is deleted, effective January 1, 1997.

        4.   Article IV of the Plan is amended and restated to read as
   follows, effective January 1, 1997:

                                 ARTICLE IV
                           DEFERRAL CONTRIBUTIONS

        4.1  DEFERRAL CONTRIBUTIONS

        Effective as of the date he becomes an Eligible Employee,
        and any subsequent date, each Eligible Employee may elect in
        accordance with rules prescribed by the Administrator to
        have Deferral Contributions made to the Plan on his behalf
        by the Employer as hereinafter provided.  An Eligible
        Employee's election shall include his authorization for the
        Employer to reduce his Quarterly Cash Payout and to make
        Deferral Contributions on his behalf.  Deferral



        Contributions on behalf of an Eligible Employee shall
        commence as soon as reasonably practicable after the date on
        which his election is effective.  Notwithstanding any other
        provision of the Plan to the contrary, if a person is no
        longer an Eligible Employee on the date a Quarterly Cash
        Payout would otherwise be paid, no Deferral Contribution
        with respect to such Quarterly Cash Payout shall be made on
        his behalf, and the person shall receive payment in cash of
        his full Quarterly Cash Payout, if any.

        4.2  AMOUNT OF DEFERRAL CONTRIBUTIONS

        The amount of Deferral Contributions to be made to the Plan
        on behalf of an Eligible Employee by the Employer shall be
        an integral percentage of his Quarterly Cash Payout of not
        less than 1 percent nor more than 100 percent of the
        Eligible Employee's Quarterly Cash Payout.  In the event an
        Eligible Employee elects to have the Employer make Deferral
        Contributions on his behalf, his Quarterly Cash Payout shall
        be reduced each time it is paid by the percentage he elects
        to have contributed on his behalf to the Plan in accordance
        with the terms of his currently effective reduction
        authorization.

        4.3  CHANGES IN REDUCTION AUTHORIZATION

        An Eligible Employee may change the percentage of his future
        Quarterly Cash Payouts that the Employer contributes on his
        behalf as Deferral Contributions at such time or times
        during the Plan Year as the Administrator may prescribe by
        filing an amended reduction authorization with the Employer
        such number of days prior to the date such change is to
        become effective as the Administrator shall prescribe. 
        Deferral Contributions shall be made on behalf of such
        Eligible Employee by the Employer pursuant to such amended
        reduction authorization commencing with the Quarterly Cash
        Payout paid to the Eligible Employee on or after the date
        such filing is effective.

        4.4  SUSPENSION OF DEFERRAL CONTRIBUTIONS

        An Eligible Employee on whose behalf Deferral Contributions
        are being made may have such contributions suspended at any
        time by giving such number of days advance notice to the
        Employer as the Administrator shall prescribe.  Any such
        voluntary suspension shall take effect commencing with the
        Quarterly Cash Payout paid to such Eligible Employee on or
        after the expiration of the required  notice period and
        shall remain in effect until Deferral Contributions are
        resumed as hereinafter set forth.




                                      2



        4.5  RESUMPTION OF DEFERRAL CONTRIBUTIONS

        An Eligible Employee on whose behalf Deferral Contributions
        are being made who has voluntarily suspended his Deferral
        Contributions may have such contributions resumed at such
        time or times during the Plan Year as the Administrator may
        prescribe, by filing a new reduction authorization with the
        Employer such number of days prior to the date as of which
        such contributions are to be resumed as the Administrator
        shall prescribe.

        4.6  DELIVERY OF DEFERRAL CONTRIBUTIONS

        As soon after the date an amount would otherwise be paid to
        an Employee as it can reasonably be separated from Employer
        assets, each Employer shall cause to be delivered to the
        Trustee in cash all Deferral Contributions attributable to
        such amounts.  

        4.7  VESTING OF DEFERRAL CONTRIBUTIONS

        A Participant's vested interest in his Deferral
        Contributions Sub-Account shall be at all times 100 percent.

        5.   Section 6.2 of the Plan is amended and restated to read as
   follows, effective January 1, 1997:

        6.2  EMPLOYER REGULAR CONTRIBUTIONS

        The Employer shall make an Employer Regular Contribution to
        the Plan for the Contribution Period in an amount equal to 6
        percent of the Compensation paid to its Employees during the
        Contribution Period who are eligible to participate in the
        allocation of Employer Regular Contributions for the
        Contribution Period, as determined under this Article.  The
        Employer Regular Contribution for the Contribution Period
        shall be allocated to each such eligible Employee's Employer
        Regular Contributions Sub-Account in an amount equal to 6
        percent of his Compensation from the Employer for the
        Contribution Period.

               6.   Section 6.3 of the Plan shall be deleted and the
          remaining Sections of Article VI shall be renumbered accordingly.











                                          3



               7.   The first paragraph of Section 7.2 is amended and
          restated to read as follows, effective January 1, 1997:

               In no event shall the amount of the Deferral Contributions
          made on behalf of an Eligible Employee for his taxable year, when
          aggregated with any elective contributions made on behalf of the
          Eligible Employee under any other plan of the Employer or a
          Related Company for his taxable year, exceed the Code Section
          402(g) limit.  In the event that the Administrator determines
          that the deferral percentage elected by an Eligible Employee will
          result in his exceeding the Code Section 402(g) limit, the
          Administrator may adjust the deferral authorization of such
          Eligible Employee by reducing the percentage of his Deferral
          Contributions to such smaller percentage that will result in the
          Code Section 402(g) limit not being exceeded.  If the
          Administrator determines that the Deferral Contributions made on
          behalf of an Eligible Employee would exceed the Code Section
          402(g) limit for his taxable year, the Deferral Contributions for
          such Participant shall be automatically suspended for the
          remainder, if any, of such taxable year.

               8.   The second paragraph of Section 7.4 is amended and
          restated to read as follows, effective January 1, 1997:

               In order to assure that the limitation contained herein is
          not exceeded with respect to a Plan Year, the Administrator is
          authorized to suspend completely further Deferral Contributions
          on behalf of Highly Compensated Employees for any remaining
          portion of a Plan Year or to adjust the projected actual deferral
          percentages of Highly Compensated Employees by reducing their
          percentage elections with respect to Deferral Contributions for
          any remaining portion of a Plan Year to such smaller percentages
          that will result in the limitation set forth above not being
          exceeded.  In the event of any such suspension or reduction,
          Highly Compensated Employees affected thereby shall be notified
          of the reduction or suspension as soon as possible and shall be
          given an opportunity to make a new Deferral Contribution election
          to be effective the first day of the next following Plan Year.

               9.   The second sentence of the last paragraph of Section
          7.7 of the Plan is amended and restated to read as follows,
          effective January 1, 1997:

               The amount of any reduction of forfeitures shall be deemed a
          forfeiture for the limitation year.









                                          4




               10.  Section 9.5 of the Plan is deleted, effective September
          1, 1997.

               11.  The first paragraph of Section 13.3 of the Plan is
          amended and restated to read as follows, effective January 1,
          1997:

               That portion of a Participant's Employer Regular
          Contributions Sub-Account that is not vested upon the occurrence
          of his Termination Date shall be forfeited and his Account closed
          as of the earlier of (i) the last day of the Plan Year in which
          his Termination Date occurs or (ii) the date on which his vested
          interest in his Account is distributed.

               12.  Section 14.3 shall be revised by replacing "$3,500" in
          each place that it appears therein with "$5,000", effective
          January 1, 1998.

               13.  Section 19.4 of the Plan is amended and restated to
          read as follows, effective January 1, 1997:

               The expenses of administration of the Plan, including the
          expenses of the Administrator and the fees of the Trustee, shall
          be paid from the Trust.  The manner in which such expenses and
          fees will be charged against the Trust shall be determined by the
          Administrator.

               14.  Section 19.10 of the Plan is amended and restated to
          read as follows, effective January 1, 1997:

               19.10     MILITARY LEAVE

               The provisions of this Section shall apply only to an
          Employee who becomes entitled to contributions under the Plan for
          periods that he is absent from employment because of Military
          Leave.

               (a)  Contributions for Plan Year in Which Military Leave
                    Commences:
                    -------------------------------------------------
                    To the extent that an Employee receives Compensation
                    and/or Quarterly Cash Payout(s) from his Employer for
                    the Plan Year in which his Military Leave commences,
                    such Employee, to the extent he is eligible under the
                    terms of the Plan other than this Section, shall be
                    eligible to participate in the allocation of Employer
                    Regular Contributions for such Contribution Period and
                    to elect, in accordance with Article IV, to have all or
                    a portion of his Quarterly Cash Payout allocated to his
                    Account as a Deferral Contribution.  The amount of such
                    Employee's allocable share of the Employer Regular
                    Contribution for such Contribution Period and the

                                          5



                    amount of the Quarterly Cash Payout for such
                    Contribution Period shall be based on his Compensation
                    and Quarterly Cash Payout actually received from the
                    Employer for such Contribution Period (rather than
                    Compensation or Quarterly Cash Payout imputed because
                    of Military Leave) and his years of Vesting Service
                    (prior to January 1, 1997) as of the end of such
                    Contribution Period.  If the Employee does not receive
                    Quarterly Cash Payout(s) nor Compensation from his
                    Employer for the Plan Year in which his Military Leave
                    commences, such Employee shall not make Deferral
                    Contributions to the Plan nor participate in the
                    allocation of Employer Regular Contributions for such
                    Plan Year until his re-employment at the end of his
                    Military Leave.

               (b)  Contributions Following Re-Employment:
                         -------------------------------------

                         Upon re-employment following Military Leave, a
                         contribution shall be made on behalf of each
                         Employee who would have been eligible to
                         participate in the allocation of Employer Regular
                         Contributions for a Contribution Period, but for
                         his absence because of Military Leave, in the
                         aggregate amount such Employee would have received
                         as his allocable share of each such Employer
                         Regular Contribution.  Such allocable share shall
                         be determined based on the Employee's Compensation
                         for the Contribution Period (including both
                         Compensation actually received from his Employer
                         and Compensation imputed to him for Military
                         Leave).  If the Employee received an allocation of
                         Employer Regular Contributions with respect to a
                         Contribution Period under the provisions of
                         paragraph (a) of this Section, the amount of such
                         allocation shall be offset against the amount
                         determined hereunder in determining the amount of
                         the additional contribution to be made on the
                         Employee's behalf.

                         If an Employee is re-employed part-way through a
                         Contribution Period, the amount of the Employer
                         Regular Contribution for the Contribution Period
                         and his allocable share of such Employer Regular
                         Contribution shall be determined as provided in
                         Sections 6.2 and 6.3, taking into consideration
                         such Employee's Compensation for the Contribution
                         Period that is imputed to him for Military Leave.

               (c)  Deferral Contributions Following Re-Employment:
                         ----------------------------------------------
                         Upon re-employment following Military Leave, an

                                          6



                         Employee may elect, in accordance with Article IV,
                         to have all or a portion of his Quarterly Cash
                         Payout(s) (including both Quarterly Cash Payout(s)
                         actually received from his Employer and Quarterly
                         Cash Payouts imputed to him for Military Leave)
                         allocated to his Account as a Deferral
                         Contribution.  If the Employee does not elect to
                         have such amount allocated to his Account as a
                         Deferral Contribution, such amount will be paid
                         directly to him in cash.  An employee must make
                         his election during the "applicable period" (as
                         defined below).  Any Deferral Contributions made
                         pursuant to the preceding sentence shall be made
                         in accordance with the provisions of the Plan in
                         effect during the period for which such Deferral
                         Contributions were made.  The "applicable period"
                         means the period beginning on the Employee's re-
                         employment date and either (1) ending five years
                         later or (2) extending three times as long as the
                         period during which the Employee was on Military
                         Leave, whichever is shorter.

               Notwithstanding any other provision of the Plan to the
               contrary (i) no earnings shall be credited to the Account of
               an Employee with respect to contributions made under this
               Section 19.10 for periods ending prior to the date such
               contributions are actually paid to the Plan; and (ii) for
               periods prior to January 1, 1998, Quarterly Cash Payout
               shall mean "cash election" as defined under the terms of the
               Plan as then in effect.


           IN WITNESS WHEREOF, the Sponsor has executed this instrument

      this 30th day of

      December, 1997.

                                         RUBBERMAID INCORPORATED



                                         By: William R. Connor
                                             ------------------------------
                                              Benefit Plans Committee









                                        7



                                                                EXHIBIT 5
                                                                ---------

   SCHIFF HARDIN & WAITE
   6600 Sears Tower, Chicago, Illinois 60606
   (312) 258-5500
   -----------------------------------------


                                      March 23, 1999



   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D.C. 20549-1004

        Re:  Newell Co. - Registration of 80,000 Shares
             of Common Stock on Form S-3 
             ------------------------------------------

   Ladies and Gentlemen:

        We are acting as counsel for Newell Co., a Delaware corporation
   (the "Company"), in connection with the Company's filing with the
   Securities and Exchange Commission of a Registration Statement on Form
   S-3 (the "Registration Statement") covering 80,000 shares of common
   stock, par value $1.00 per share of the Company (including the related
   common stock purchase rights) (the "Shares") to be issued pursuant to
   the Rubbermaid Retirement Plan for Collectively Bargained Employees
   (the "Plan").

        In connection with this opinion, we have examined such corporate
   records, certificates and other documents and have made such other
   factual and legal investigations as we have deemed necessary or
   appropriate for the purposes of this opinion.  Based on the foregoing,
   it is our opinion that the Shares covered by the Registration
   Statement have been duly authorized and, when issued in accordance
   with the terms of the Plan and as contemplated in the Registration
   Statement, will be legally issued, fully paid and nonassessable
   (except as may be limited by Section 180.0622 of the Wisconsin
   Business Corporation law, which provides that shareholders may be
   liable for an amount equal to the par value of their shares for
   certain debts owing to employees of the Company).

                                      Very truly yours,

                                      SCHIFF HARDIN & WAITE


                                      By: /s/ Frederick L. Hartmann
                                         --------------------------------
                                           Frederick L. Hartmann

                                                            EXHIBIT 23.1
                                                            ------------




                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




   As independent public accountants, we hereby consent to the use of our
   report dated January 27, 1999, included in Newell Co.'s Form 10-K for
   the year ended December 31, 1998 and to all references to our Firm
   included in this Registration Statement.



                                 /s/ ARTHUR ANDERSEN LLP
                            ----------------------------
                                 ARTHUR ANDERSEN LLP



   Milwaukee, Wisconsin 
   March 19, 1999