WASHINGTON, D.C. 20549


                                  FORM 10-K


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

     FOR THE FISCAL YEAR ENDED                 COMMISSION FILE NUMBER
         DECEMBER 31, 2000                              1-9608

                           NEWELL RUBBERMAID INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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


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

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

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

                                               NAME OF EACH EXCHANGE 
        TITLE OF EACH CLASS                     ON WHICH REGISTERED    
        -------------------                    ----------------------

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

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

        Indicate by check mark whether the Registrant (1) has filed all
   reports required to be filed by Section 13 or 15(d) of the Securities
   Exchange Act of 1934 during the preceding 12 months (or for such
   shorter period that the Registrant was required to file such reports),
   and (2) has been subject to such filing requirements for the past 90
   days.     Yes  [X]  No  [ ]

        Indicate by check mark if disclosure of delinquent filers
   pursuant to Item 405 of Regulation S-K is not contained herein, and





   will not be contained, to the best of Registrant's knowledge, in
   definitive proxy or information statements incorporated by reference
   in Part III of this Form 10-K or any amendment to this Form 10-K.  [ ]

        There were 282.2 million shares of the Registrant's Common Stock
   outstanding as of December 31, 2000.  The aggregate market value of
   the shares of Common Stock (based upon the closing price on the New
   York Stock Exchange on that date) beneficially owned by non-affiliates
   of the Registrant was approximately $6,420 million.  For purposes of
   the foregoing calculation only, which is required by Form 10-K, the
   Registrant has included in the shares owned by affiliates those shares
   owned by directors and officers of the Registrant, and such inclusion
   shall not be construed as an admission that any such person is an
   affiliate for any purpose.


                     DOCUMENTS INCORPORATED BY REFERENCE


                                  PART III

   Portions of the Registrant's Definitive Proxy Statement for its Annual
   Meeting of Stockholders to be held May 9, 2001.































                                      2






   ITEM 1.   BUSINESS

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

   GENERAL
   -------

        The Company is a global manufacturer and full-service marketer of
   name-brand consumer products serving the needs of volume purchasers,
   including discount stores and warehouse clubs, home centers and
   hardware stores, and office superstores and contract stationers.  The
   Company's basic business strategy is to merchandise a multi-product
   offering of everyday consumer products, backed by an obsession with
   customer service excellence and new product development, in order to
   achieve maximum results for its stockholders.  The Company's multi-
   product offering consists of name-brand consumer products in six
   business segments: Storage, Organization & Cleaning; Home Decor;
   Office Products; Infant/Juvenile Care & Play; Food Preparation,
   Cooking & Serving and Hardware & Tools.  The Company's financial
   objectives are to achieve above-average sales and earnings per share
   growth, maintain a superior return on investment, increase its
   dividend consistent with earnings growth and maintain a conservative
   level of debt.

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








                                      3





   BUSINESS SEGMENTS
   -----------------

                      STORAGE, ORGANIZATION & CLEANING
                      --------------------------------

        The Company's Storage, Organization & Cleaning business is
   conducted by the Rubbermaid Home Products, Rubbermaid Commercial
   Products, Curver (Europe) and  Goody divisions.  Rubbermaid Home
   Products and Curver design, manufacture or source, package and
   distribute indoor and outdoor organization, storage, and cleaning
   products.  Rubbermaid Commercial Products designs, manufactures or
   sources, packages and distributes industrial and commercial waste and
   recycling containers, cleaning equipment, food storage, serving and
   transport containers, outdoor play systems and home health care
   products.  Goody designs, sources, manufactures, packages and
   distributes hair care accessories.

        Rubbermaid Home Products, Rubbermaid Commercial Products, Curver
   and Goody primarily sell their products under the Rubbermaid{R},
   Curver{R}, Carex{R}, Ace{R}, Wilhold{R} and Goody{R} trademarks. 

        Rubbermaid Home Products, Curver and Goody market their products
   directly and through distributors to mass merchants, warehouse clubs,
   grocery/drug stores and hardware distributors, using a network of
   manufacturers' representatives, as well as regional direct sales
   representatives and market-specific sales managers.  Rubbermaid
   Commercial Products markets its products directly and through
   distributors to commercial channels and home centers using a direct
   sales force.

                                 HOME DECOR
                                 ----------

        The Company's Home Decor business is conducted by the Levolor
   Home Fashions, Newell Window Furnishings, Newell Window Fashions
   Europe, Intercraft/Burnes and Newell Photo Fashion Europe divisions. 
   Levolor Home Fashions and Newell Window Furnishings primarily design,
   manufacture or source, package and distribute drapery hardware,
   made-to-order and stock horizontal and vertical blinds, as well as
   pleated, cellular and roller shades for the retail marketplace. 
   Levolor Home Fashions also produces window treatment components for
   custom window treatment fabricators.  Newell Window Fashions Europe
   primarily designs, manufactures, packages and distributes drapery
   hardware and made-to-order window treatments for the European retail
   marketplace.  Intercraft/Burnes and Newell Photo Fashion Europe
   primarily design, manufacture or source, package and distribute wood,
   wood composite and metal ready-made picture frames and photo albums.

        Levolor Home Fashions, Newell Window Furnishings and Newell
   Window Fashions Europe primarily sell their products under the
   trademarks Levolor{R}, Newell{R}, LouverDrape{R}, Del Mar{R},
   Kirsch{R}, Acrimo{R}, Swish{R}, Gardinia{R}, Harrison Drape{R},

                                      4





   Spectrim{R}, MagicFit{R}, Riviera{R}, Levolor Cordless{TM} and
   Connoisseur{R}.  Intercraft/Burnes primarily sells its ready-made
   picture frames under the trademarks Intercraft{R}, Decorel{R}, Burnes
   of Boston{R}, Carr{R}, Rare Woods{R} and Terragrafics{R}, while photo
   albums are sold primarily under the Holson{R} trademark.  Newell Photo
   Fashion Europe primarily sells its products under the trademarks
   Albadecor{R} and Panodia{R}.

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

         Intercraft/Burnes markets its products directly to mass
   merchants, warehouse clubs, grocery/drug stores and
   department/specialty stores, using a network of manufacturers'
   representatives, as well as regional zone and market-specific sales
   managers.  Intercraft{R}, Decorel{R} and Holson{R} products are sold
   primarily to mass merchants, while the remaining U.S. brands are sold
   primarily to department/specialty stores.  Newell Photo Fashion Europe
   markets its products to mass merchants, buying groups and the do-it-
   yourself market using a direct sales force. 

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

        The Company's Office Products business is conducted by the
   Sanford North America, Sanford International, Newell Office Products
   and Cosmolab divisions.  Sanford North America primarily designs,
   manufactures or sources, packages and distributes permanent/waterbase
   markers, dry erase markers, overhead projector pens, highlighters,
   wood-cased pencils, ballpoint pens and inks, and other art supplies.
   It also distributes other writing instruments including roller ball
   pens and mechanical pencils for the retail marketplace.  Sanford
   International primarily designs and manufactures, packages and
   distributes ball point pens, wood-cased pencils, roller ball pens and
   other art supplies for the retail and distributor markets.  Newell
   Office Products primarily designs, manufactures or sources, packages
   and distributes desktop accessories, computer accessories, storage
   products, card files and chair mats.  Cosmolab primarily designs and
   manufactures, packages and distributes private label cosmetic pencils
   for commercial customers.

        Sanford primarily sells its products under the trademarks
   Sanford{R}, Sharpie{R}, Paper Mate{R}, Parker{R}, Waterman{R},
   Eberhard Faber{R}, Berol{R}, Grumbacher{R}, Reynolds{R}, Rotring{R},
   Uni-Ball{R} (used under exclusive license from Mitsubishi Pencil Co.
   Ltd. and its subsidiaries in North America), Expo{R}, Accent{R},

                                      5





   Vis-a-Vis{R}, Expresso{R}, Liquid Paper{R}, and Mongol{R}.  Newell
   Office Products markets its products under the Rolodex{R}, Eldon{R},
   Rogers{R} and Rubbermaid{R} trademarks.

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

                         INFANT/JUVENILE CARE & PLAY
                         ---------------------------

        The Company's Infant/Juvenile Care & Play business is conducted
   by the Little Tikes and Graco/Century  divisions.  These businesses
   design, manufacture or source, package and distribute infant and
   juvenile products such as toys, high chairs, infant seats, strollers,
   play yards, ride-ons and outdoor activity play equipment.

        Little Tikes and Graco/Century primarily sell their products
   under the Little Tikes{R}, Graco{R} and Century{R} trademarks.

        Little Tikes and Graco/Century market their products directly and
   through distributors to mass merchants, warehouse clubs, grocery/drug
   stores and hardware distributors, using a network of manufacturers'
   representatives, as well as regional direct sales representatives and
   market-specific sales managers.

                     FOOD PREPARATION, COOKING & SERVING
                    -------------------------------------

        The Company's Food Preparation, Cooking & Serving business is
   conducted by the Mirro, Panex and Calphalon cookware and bakeware
   divisions and the Anchor Hocking and Newell Europe glassware
   divisions.  Mirro and Panex primarily design, manufacture, package and
   distribute aluminum and steel cookware and bakeware for the U.S. and
   Central and South America retail marketplace.  In addition, Mirro
   designs, manufactures, packages and distributes various specialized
   aluminum cookware and bakeware items for the food service industry. 
   It also produces aluminum contract stampings and components for other
   manufacturers and makes aluminum and plastic kitchen tools and
   utensils.  Mirro's manufacturing operations are highly integrated,
   rolling sheet stock from aluminum ingot, and producing phenolic
   handles and knobs at its own plastics molding facility.  Calphalon 

                                      6





   primarily designs, manufactures or sources, packages and distributes
   hard anodized aluminum and stainless steel cookware and bakeware for
   the department/specialty store marketplace.  Anchor Hocking and Newell
   Europe primarily design, manufacture, package and distribute glass
   products.  These products include glass ovenware, servingware,
   cookware and dinnerware products.  Anchor Hocking also produces
   foodservice products, glass lamp parts, lighting components, meter
   covers and appliance covers for the foodservice and specialty markets. 
   Newell Europe also produces glass components for appliance
   manufacturers, and its products are marketed primarily in Europe, the
   Middle East and Africa.

        Mirro and Calphalon primarily sell their products under the
   trademarks Mirro{R}, WearEver{R}, Calphalon{R}, Regal{R}, Panex{R},
   Penedo{TM}, Rochedo{TM}, Clock{TM}, AirBake{R}, Cushionaire{R},
   Concentric Air{R}, Channelon{R}, WearEver Air{R}, Club{R}, Royal
   Diamond{R} and Kitchen Essentials{R}.  Anchor Hocking primarily sells
   its products under the trademarks Anchor{TM}, Anchor Hocking{R} and
   Oven Basics{R}.  Newell Europe primarily sells its products under the
   trademarks of Pyrex{R}, Vision{TM} and Visions{R} (each used under
   exclusive license from Corning Incorporated and its subsidiaries in
   Europe, the Middle East and Africa only), Pyroflam{R} and Vitri{R}.

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

                              HARDWARE & TOOLS
                              ----------------

        The Company's Hardware & Tools business is conducted by the
   Amerock Cabinet and Window Hardware Systems, EZ Paintr, Bernz O matic,
   Lee Rowan and Newell Hardware Europe divisions.  Amerock Cabinet and
   Window Hardware Systems manufacture or source, package and distribute
   cabinet hardware for the retail and O.E.M. marketplace and window
   hardware for window manufacturers.  EZ Paintr manufactures and
   distributes manual paint applicator products.  Bernz O matic
   manufactures and distributes propane/oxygen hand torches.  Lee Rowan
   primarily designs, manufactures or sources, packages and distributes
   wire storage and laminate products and ready-to-assemble closet

                                      7





   organization and work shop cabinets and distributes hardware, which
   includes bolts, screws and mechanical fasteners.  Newell Hardware
   Europe is a manufacturer and marketer of shelving and storage
   products, cabinet hardware and functional trims.

        Amerock, EZ Paintr, Bernz O matic, Lee Rowan and Newell Hardware
   Europe primarily sell their products under the trademarks Amerock{R},
   Allison{R}, EZ Paintr{R}, Bernz O matic{R}, Dorfile{R}, Lee/Rowan{R},
   System Works{R}, Douglas Kane{R}, Spur{R}, Nenplas{R}, Homelux{R}and
   Ashland{R}.

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

   NET SALES BY BUSINESS SEGMENT
   -----------------------------

        The following table sets forth the amounts and percentages of the
   Company's net sales for the three years ended December 31 (including
   sales of acquired businesses from the time of acquisition and sales of
   divested businesses through date of sale), for the Company's six
   business segments. Sales to Wal-Mart Stores, Inc. and subsidiaries
   amounted to approximately 15% of consolidated net sales in 2000 and
   1999, and 14% in 1998.  Sales to no other customer exceeded 10% of
   consolidated net sales.

[CAPTION]

<TABLE>
                                                       % of                       % of                      % of
                                         2000          total        1999         total         1998         total
                                         ----          -----        ----         -----         ----         -----
                                                          (In millions, except percentages)
       <S>                                <C>          <C>          <C>          <C>           <C>          <C> 
       Storage, Organization &
       Cleaning                           $1,833.0        26%        $1,899.5        28%        $2,047.0       32%

       Home Decor                           1392.4        20           1370.4        21           1242.9       19 
       Office Products                      1288.0        19           1218.0        18           1078.6       17 
       Infant/Juvenile Care &
       Play                                  921.0        13            834.7        12            751.3       11 
       Food Prep., Cooking &
       Serving                               774.4        11            782.2        12            790.0       12 
       Hardware & Tools                      725.9        11            607.0          9           583.4        9 
                                          --------      -----         -------      -----           -----      --- 
       Total Company                      $6,934.7       100%        $6,711.8       100%        $6,493.2      100%
                                          ========       ====         =======       ====        ========      ====
</TABLE>





                                                                8





   Certain 1999 and 1998 amounts have been reclassified to conform with
   the 2000 presentation.

   EXPORT SALES
   ------------

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

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

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

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

        An important element of the Company's growth strategy is internal
   growth.  Internal growth is accomplished through introducing new
   products, entering new domestic and international markets, adding new
   customers, cross-selling existing product lines to current customers
   and supporting its U.S.-based customers' international expansion. 
   Internal growth is defined by the Company as growth from its "core
   businesses," which include continuing businesses owned more than two
   years and minor acquisitions.  The Company's goal is to achieve above-
   average internal growth.  

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

        ACQUISITION STRATEGY
        --------------------

        The Company supplements internal growth by acquiring businesses
   and product lines with a strategic fit with the Company's existing
   businesses.  It also seeks to acquire product lines with a number one
   or two position in the markets in which they compete, [USER BRANDS], a
   low technology level, a long product life cycle and the potential to

                                      9





   reach the Company's standard of profitability.  In addition to adding
   entirely new product lines, the Company uses acquisitions to round out
   existing businesses and fill gaps in its product offering, add new
   customers and distribution channels, expand shelf space for the
   Company's products with existing customers, and improve operational
   efficiency through shared resources.  The Company intends to continue
   to pursue acquisition opportunities to complement internal growth.

        NEWELLIZATION
        -------------

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

   Selective Globalization
   -----------------------

        The Company is pursuing selective international opportunities to
   further its internal growth and acquisition objectives.  The rapid
   growth of consumer goods economies and retail structures in several
   regions outside the U.S., particularly Europe, Mexico and South
   America, makes them attractive to the Company by providing selective
   opportunities to acquire businesses, develop partnerships with new
   foreign customers and extend relationships with the Company's domestic
   customers whose businesses are growing internationally.  The Company's
   recent acquisitions, combined with existing sales to foreign
   customers, increased its sales outside the U.S. to approximately 25%
   of total sales in 2000 from 23% in 1999 and 22% in 1998.

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








                                     10





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

   CUSTOMER SERVICE
   ----------------

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

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

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

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

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

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

                                     11





   need for independent warehousing and distribution centers.  For 2000,
   approximately 98% of the items ordered by customers were shipped on
   time, typically within two to three days of the customer's order.

   Marketing
   ---------

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

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

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

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

        The Company's increasingly broad product coverage in multiple
   product lines permits it to more effectively meet the needs of its
   customers.  With families of leading, brand name products and
   profitable new products, the Company also can help volume purchasers
   sell a more profitable product mix.  As a potential single source for
   an entire product line, the Company can use program merchandising to
   improve product presentation, optimize display space for both sales
   and income and encourage impulse buying by retail customers.

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

        By decentralizing its manufacturing and marketing efforts while
   centralizing key administrative functions, the Company seeks to foster
   a responsive entrepreneurial culture.  The Company's divisions
   concentrate on designing, manufacturing, marketing, selling their
   products and servicing their customers, which facilitates product
   development and responsiveness to customers.  Administrative functions
   that are centralized at the corporate level include cash management,
   accounting systems, capital expenditure approvals, order processing,

                                     12





   billing, credit, accounts receivable, data processing operations and
   legal functions.  Centralization concentrates technical expertise in
   one location, making it easier to observe overall business trends and
   manage the Company's businesses.

   Backlog
   -------

        The dollar value of unshipped factory orders is not material.

   Seasonal Variations
   -------------------

        The Company's product groups are only moderately affected by
   seasonal trends.  The Storage, Organization & Cleaning,
   Infant/Juvenile Care & Play and Food Preparation, Cooking & Serving
   business segments typically have higher sales in the second half of
   the year due to retail stocking related to the holiday season; the
   Home Decor and Hardware & Tools business segments have higher sales in
   the second and third quarters due to an increased level of
   do-it-yourself projects completed in the summer months; and the Office
   Product business segment has higher sales in the second and third
   quarters due to the back-to-school season.  Because these seasonal
   trends are moderate, the Company's consolidated quarterly sales do not
   fluctuate significantly, unless a significant acquisition is made.

   Foreign Operations
   ------------------

        Information regarding the Company's 2000, 1999 and 1998 foreign
   operations is included in Note 14 to the consolidated financial
   statements and is incorporated by reference herein.

   Raw Materials
   -------------

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

   Patents and Trademarks
   ----------------------

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

   Competition
   -----------
        The Company competes with numerous other manufacturers and
   distributors of consumer products, many of which are large and

                                     13





   well-established.  The Company's principal customers are large mass
   merchandisers, such as discount stores, home centers, warehouse clubs
   and office superstores.  The rapid growth of these large mass
   merchandisers, together with changes in consumer shopping patterns,
   have contributed to a significant consolidation of the consumer
   products retail industry and the formation of dominant multi-category
   retailers, many of which have strong bargaining power with suppliers. 
   This environment significantly limits the Company's ability to recover
   cost increases through selling prices.  Other trends among retailers
   are to foster high levels of competition among suppliers, to demand
   that manufacturers supply innovative new products and to require
   suppliers to maintain or reduce product prices and deliver products
   with shorter lead times.  Another trend, in the absence of a strong
   new product development effort or strong end-user brands, is for the
   retailer to import generic products directly from foreign sources. 
   The combination of these market influences has created an intensely
   competitive environment in which the Company's principal customers
   continuously evaluate which product suppliers to use, resulting in
   pricing pressures and the need for strong end-user brands, the ongoing
   introduction of innovative new products and continuing improvements in
   customer service.

        For more than 30 years, the Company has positioned itself to
   respond to the challenges of this retail environment by developing
   strong relationships with large, high-volume purchasers.  The Company
   markets its strong multi-product offering through virtually every
   category of high-volume retailer, including discount, drug, grocery
   and variety chains, warehouse clubs, department, hardware and
   specialty stores, home centers, office superstores, contract
   stationers and military exchanges.  The Company's largest customer,
   Wal-Mart (including Sam's Club), accounted for approximately 15% of
   net sales in 2000.  Other top ten customers included Toys 'R Us, The
   Home Depot, Kmart, Target, Lowe's, The Office Depot, JCPenney, United
   Stationers, and Sears.

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

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

        Information regarding the Company's environmental matters is
   included in the Management's Discussion and Analysis section of this
   report and in Note 15 to the consolidated financial statements and is
   incorporated by reference herein.




                                     14





   EMPLOYEES
   ---------

        The Company has approximately 48,800 employees worldwide, of whom
   5,884 are covered by collective bargaining agreements or, in certain
   countries, other collective arrangements decreed by statute.



 
  ITEM 2. PROPERTIES
   ------------------

        The following table shows the location and general character of
   the principal operating facilities owned or leased by the Company. 
   The properties are listed within their designated business segment: 
   Storage, Organization & Cleaning; Home Decor; Office Products;
   Infant/Juvenile Care & Play; Food Preparation, Cooking & Serving; and
   Hardware & Tools.  These are the primary manufacturing locations and
   in many instances also contain administrative offices and warehouses
   used for distribution of our products.  The Company also maintains
   sales offices throughout the United States and the world.  The
   executive offices are located in Beloit, Wisconsin, which is an owned
   facility occupying approximately 9,000 square feet.  The corporate
   offices are located in Illinois in owned facilities at Freeport
   (approximately 91,000 square feet) and in owned and leased space in
   Rockford (approximately 8,700 square feet).  Most of the idle
   facilities, which are excluded from the following list, are subleased
   while being held pending sale or lease expiration.  The Company's
   properties are generally in good condition, well-maintained, and are
   suitable and adequate to carry on the Company's business.


<TABLE>
<CAPTION>
                                                                       OWNED OR
         BUSINESS                                                       LEASED
          SEGMENT          LOCATION                  CITY                                     GENERAL CHARACTER
     <S>                   <C>           <C>                           <C>       <C>
     Storage, Organization & Cleaning
                     AZ                  Phoenix                           L     Commercial Products
                     Mexico              Cadereyta                         O     Commercial Products
                     TN                  Cleveland                         O     Commercial Products -- 2 facilities
                     Mexico              Monterrey                         L     Commercial Products
                     VA                  Winchester                       O/L    Commercial Products -- 2 facilities
                     AZ                  Phoenix                           O     Home Products
                     France              Amiens                            O     Home Products
                     France              Grossiat                          O     Home Products
                     France              Lomme                             L     Home Products
                     Germany             Dreieich                          O     Home Products
                     Hungary             Debrecen                          L     Home Products
                     IA                  Centerville                      O/L    Home Products -- 2 facilities
                     Mexico              Cartagena                         O     Home Products
                     Mexico              Tultitlan                         O     Home Products
                     NC                  Greenville                        O     Home Products
                     Netherlands         Brunssum                          O     Home Products
                     OH                  Mogadore                          O     Home Products

                                                               15





                                                                       OWNED OR
         BUSINESS                                                       LEASED
          SEGMENT          LOCATION                  CITY                                     GENERAL CHARACTER
                     OH                  Wooster                           O     Home Products
                     Canada              Mississauga                       O     Home Products
                     Poland              Seupsk                            O     Home Products
                     Spain               Zaragoza                          O     Home Products
                     TX                  Cleburne                          O     Home Products
                     TX                  Greenville                        O     Home Products
                     TX                  Wills Point                       L     Home Products
                     UK                  Corby                             O     Home Products
                     Netherlands         Goirle                            O     Home Products 
                     KS                  Winfield                          O     Home Products -- 2 facilities
                     MO                  Farmington                        O     Outdoor Play Systems
                     Canada              Paris                             L     Outdoor Play Systems
                     GA                  Manchester                        O     Hair Accessories 
                     GA                  Columbus                         O/L    Hair Accessories -- 2 facilities

     HOME DECOR
                     Canada              Toronto                           O     Picture Frames
                     France              La Ferte Milon                    O     Picture Frames
                     France              Neunge Sur Beuvron                O     Picture Frames
                     France              St. Laurent Sur Gorre             O     Picture Frames
                     Mexico              Durango                           O     Picture Frames
                     Mexico              Tijuana                           L     Picture Frames
                     NC                  Statesville                      O/L    Picture Frames
                     TX                  Laredo                            L     Picture Frames
                     TX                  Taylor                            O     Picture Frames
                     NH                  Claremont                        O/L    Picture Frames & Photo Albums
                     Mexico              Ciudad Juarez                     L     Window Treatments
                     AZ                  Bisbee                            L     Window Treatments
                     Canada              Calgary                           L     Window Treatments
                     Canada              Toronto                           L     Window Treatments
                     Denmark             Hornum                            O     Window Treatments
                     France              Feuquieres-en-Vimeu               O     Window Treatments
                     France              Tremblay-les-Villages             O     Window Treatments
                     GA                  Athens                            O     Window Treatments
                     Germany             Borken                            L     Window Treatments
                     Germany             Isny                              O     Window Treatments
                     IL                  Freeport                         O/L    Window Treatments
                     IL                  South Holland                     L     Window Treatments
                     Italy               Como                              O     Window Treatments
                     Italy               Frosinone                         O     Window Treatments
                     MI                  Sturgis                           O     Window Treatments
                     NC                  High Point                        O     Window Treatments
                     NJ                  Rockaway                          L     Window Treatments
                     PA                  Shamokin                          O     Window Treatments
                     Spain               Vitoria                           O     Window Treatments
                     Sweden              Anderstorp                        O     Window Treatments
                     Sweden              Malmo                             O     Window Treatments
                     TX                  Waco                              O     Window Treatments
                     UK                  Ashbourne                         O     Window Treatments

                                                               16





                                                                       OWNED OR
         BUSINESS                                                       LEASED
          SEGMENT          LOCATION                  CITY                                     GENERAL CHARACTER
                     UK                  Birmingham                       O/L    Window Treatments
                     UK                  Tamworth                          O     Window Treatments
                     UK                  Watford Herts                     L     Window Treatments
                     UT                  Ogden                             O     Window Treatments
                     UT                  Salt Lake City                    L     Window Treatments
                     CA                  Westminster                       L     Window Treatments -- 3 facilities

     OFFICE PRODUCTS
                     TN                  Lewisburg                         O     Cosmetic Pencils
                     TN                  Maryville                         O     Office & Storage Organizers
                     WI                  Madison                          O/L    Office & Storage   4 facilities
                     Puerto Rico         Moca                              O     Office & Storage Organizers
                     CA                  Santa Monica                      L     Writing Instruments
                     IL                  Bellwood                          O     Writing Instruments  3 facilities
                     IL                  Bolingbrook                       L     Writing Instruments
                     TN                  Lewisburg                         O     Writing Instruments
                     TN                  Shelbyville                       O     Writing Instruments -- 2 facilities
                     WI                  Janesville                        L     Writing Instruments
                     Canada              Oakville                          L     Writing Instruments
                     Colombia            Bogota                            O     Writing Instruments
                     France              St. Herblain                      O     Writing Instruments
                     France              Valence                           O     Writing Instruments
                     Germany             Hamburg                           O     Writing Instruments
                     Germany             Baden-Baden                       L     Writing Instruments
                     Mexico              Pasteje                           L     Writing Instruments
                     Mexico              Tijuana                           L     Writing Instruments
                     Mexico              Tlalnepantla                      O     Writing Instruments
                     UK                  Newhaven                          O     Writing Instruments
                     UK                  Kings Lynn                        O     Writing Instruments
                     Venezuela           Maracay                           O     Writing Instruments

     INFANT/JUVENILE CARE & PLAY
                     CA                  San Bernadino                     O     Infant Products
                     OH                  Canton                            O     Infant Products
                     OH                  Macedonia                         O     Infant Products
                     PA                  Elverson                          O     Infant Products
                     SC                  Greer                             L     Infant Products
                     CA                  City of Industry                  L     Juvenile Products
                     OH                  Hudson                            O     Juvenile Products
                     OH                  Sebring                           O     Juvenile Products
                     Luxembourg          Niedercorn                        O     Juvenile Products

     FOOD PREPARATION, COOKING & SERVING
                     OH                  Perrysburg                        O     Cookware
                     WI                  Manitowoc                         O     Cookware & Bakeware -- 5 facilities
                     WI                  Chilton                           O     Cookware Components
                     Brazil              Sao Paulo                         L     Cookware
                     Germany             Muhltal                           O     Plastic Storage Ware
                     UK                  Sunderland                        O     Glassware & Bakeware

                                                               17





                                                                       OWNED OR
         BUSINESS                                                       LEASED
          SEGMENT          LOCATION                  CITY                                     GENERAL CHARACTER
                     France              Chateauroux                       O     Glassware & Bakeware
                     OH                  Lancaster                         O     Glassware & Bakeware
                     PA                  Monaca                            O     Glassware & Food Service

     HARDWARE & TOOLS
                     Canada              Woodbridge                        L     Cabinet & Window Hardware
                     IL                  Rockford                          O     Cabinet & Window Hardware
                     SD                  Bismarck                          L     Cabinet & Window Hardware
                     CA                  Vista                             O     Home Storage Systems
                     MO                  Jackson                           O     Home Storage Systems
                     Canada              Watford                           O     Home Storage Systems 
                     NY                  Buffalo                           O     Paint Applicators
                     TN                  Johnson City                      O     Paint Applicators
                     WI                  Milwaukee                         O     Paint Applicators
                     NY                  Medina                            O     Propane/Oxygen Hand Torches
                     AZ                  Phoenix                           L     Small Hardware
                     NY                  Ogdensburg                        O     Small Hardware
                     IN                  Lowell                            O     Window Hardware
</TABLE>



     ITEM 3.   LEGAL PROCEEDINGS
             -----------------

        Information regarding legal proceedings is included in Note 15 to
   the consolidated financial statements and is incorporated by reference
   herein.


   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
             ---------------------------------------------------

        There were no matters submitted to a vote of the Company's
   shareholders during the fourth quarter of fiscal year 2000.

        SUPPLEMENTARY ITEM - EXECUTIVE OFFICERS OF THE REGISTRANT.

   NAME                  AGE     PRESENT POSITION WITH THE COMPANY
   ----                  ---     ---------------------------------

   Joseph Galli, Jr.     42      President and Chief Executive Officer

   William T. Alldredge  61      President-Corporate Development and
                                 Chief Financial Officer

   Jeffery E. Cooley     48      Group President

   Peter J. Martin       45      Group President

   Robert S. Parker      55      Group President


                                     18





   Joseph M. Ramos       59      Group President

   Brian T. Schnabel     48      Group President

   Jeffrey J. Burbach    43      Vice President-Controller

   Tim Jahnke            41      Vice President-Human Resources

   Dale L. Matschullat   55      Vice President-General Counsel


   Joseph Galli, Jr. has been Vice Chairman and Chief Executive Officer
   of the Company since January 8, 2001.  Prior thereto, he was President
   and Chief Executive Officer of VerticalNet, Inc. from May 2000 until
   January 2001.  From June 1999 until May 2000, he was President and
   Chief Operating Officer of Amazon.com. From 1980 until June 1999, he
   held a variety of positions with The Black and Decker Corporation,
   culminating as President of Black and Decker's Worldwide Power Tools
   and Accessories.

   William T. Alldredge has been President - Corporate Development and
   Chief Financial Officer since January 2001.  Prior thereto, he was
   President - International Business Development from December 1999
   until January 2001.  From August 1983 until December 1999, he was Vice
   President - Finance.

   Jeffery E. Cooley has been Group President of the Company's Food
   Preparation, Cooking & Serving business segment since November 2000. 
   Prior thereto, he was President of the Company's Calphalon division
   from 1990 through October 2000.

   Peter J. Martin has been Group President of the Company's Home Decor
   business segment from November 2000.  Prior thereto, he was President
   of Newell Window Fashions Europe from December 1997 through October
   2000.  From May 1994 until December 1997 he was Vice President - Group
   Controller of the Company.

   Robert S. Parker has been Group President of the Company's Office
   Products business segment since August 1998.  Prior thereto, he was
   President of Sanford Corporation, both before and after the Company
   acquired it in 1992, from October 1990 to August 1998.

   Joseph M. Ramos has been Group President of the Company's Storage,
   Organization & Cleaning business segment since November 2000.  Prior
   thereto, he was President of Rubbermaid Commercial Products from 1992
   through October 2000.

   Brian T. Schnabel has been Group President of the Company's
   Infant/Juvenile Care & Play business segment since March 5, 2001. 
   Prior thereto, he was Chief Operating Officer of TruServ Corporation
   (a cooperative for True Value and other retailers) from March 2000
   until March 2001.  From October 1998 until becoming Chief Operating

                                     19





   Officer, he was Executive Vice President, Business Development of
   TruServ.  From 1995 until 1998, he was President and Chief Operating
   Officer of Elmer's Products, Inc.  From 1978 until 1995, he progressed
   through a series of high-level positions at the Huffy Corporation.

   Jeffrey J. Burbach has been Vice President-Controller since June 1999. 
   Prior thereto, he was President of the Company's EZ Paintr division
   from December 1994 to June 1999.  From September 1992 to December
   1994, he was President of the Company's Bernz O matic division.

   Tim Jahnke has been Vice President-Human Resources since February
   2001.  Prior thereto, he was President of the Anchor Hocking Specialty
   Glass division from June 1999 until February 2001.  From 1995 until
   June 1999, he led the human resources department of the Company's
   Sanford division's worldwide operations.

   Dale L. Matschullat has been Vice President-General Counsel since
   January 2001.  Prior thereto, he was Vice President-Finance, Chief
   Financial Officer and General Counsel from January 2000 until January
   2001.  From 1989 until January 2000, he was Vice President-General
   Counsel.
































                                     20






                                   PART II


   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS
             -------------------------------------------------

        The Company's Common Stock is listed on the New York and Chicago
   Stock Exchanges (symbol: NWL).  As of December 31, 2000, there were
   26,704 stockholders of record.  The following table sets forth the
   high and low sales prices of the Common Stock on the New York Stock
   Exchange Composite Tape (as published in the Wall Street Journal) for
   the calendar periods indicated.

                     2000              1999              1998
                     ----              ----              ----
                  High   Low       High    Low       High     Low
                  ----   ---       ----    ---       ----     ---
   Quarters:
   First         $31.25 $21.50     $50.00  $36.38    $50.19  $40.88
   Second         27.56  23.81      52.00   40.13     49.19   45.44
   Third          28.50  21.94      47.69   27.19     54.44   43.19
   Fourth         22.88  18.69      36.50   26.25     49.06   37.19

        The Company has paid regular cash dividends on its Common Stock
   since 1947.  On February 1, 2000, the quarterly cash dividend was
   increased to $0.21 per share from the $0.20 per share that had been
   paid since February 8, 1999.  Prior to this date, the quarterly cash
   dividend paid was $0.18 per share since February 10, 1998.

        Information about the 5.25% convertible quarterly income
   preferred securities issued by a wholly owned subsidiary trust of the
   Company, which are reflected as outstanding in the Company's
   consolidated financial statements as Company-Obligated Mandatorily
   Redeemable Convertible Preferred Securities of a Subsidiary Trust, is
   included in Note 6 to the consolidated financial statements and is
   incorporated by reference herein.
















                                     21






   ITEM 6.   SELECTED FINANCIAL DATA
             -----------------------

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


<TABLE>
<CAPTION>
                                                  2000        1999            1998             1997            1996
                                                  ----        ----            ----             ----            ---- 
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
     <S>                                    <C>              <C>              <C>              <C>             <C>
     INCOME STATEMENT DATA
     Net sales                              $6,934,747       $6,711,768       $6,493,172       $5,910,717      $5,480,951 
     Cost of products sold                   5,103,152        4,970,569        4,670,358        4,275,234       3,916,580 
                                            ----------       ----------       ----------       ----------      ---------- 
              Gross Income                   1,831,595        1,741,199        1,822,814        1,635,483       1,564,371 

     Selling, general 
       and administrative
       expenses                                899,424        1,104,491          967,916          838,877         798,877 
     Restructuring  costs                       48,561          246,381          115,154           37,200               - 
     Goodwill amortization
       and other                                51,930           46,722           59,405          119,743          30,487 
                                            ----------       ----------       ----------       ----------      ---------- 
              Operating Income                 831,680          343,605          680,339          639,663         735,007 
     Nonoperating expenses (income):
              Interest Expense                 130,033          100,021          100,514          114,357          84,822 
              Other, net                        16,160           12,645         (237,148)         (19,284)        (23,127)
                                            ----------       ----------       ----------       ----------      --------- -
                      Net                      146,193          112,666         (136,634)          95,073          61,695 
                                            ----------       ----------       ----------       ----------      ---------- 
     Income Before Income Taxes                685,487          230,939          816,973          544,590         673,312 
              Income taxes                     263,912          135,502          335,139          222,973         261,872 
                                            ----------       ----------       ----------       ----------       ----------
                      Net Income              $421,575          $95,437         $481,834         $321,617        $411,440 
                                            ==========       ==========       ==========       ==========      ========== 

     Earnings per 
       share:
          Basic                        $        1.57    $       0.34     $       1.72    $        1.15    $        1.46
          Diluted                      $        1.57    $       0.34     $       1.70    $        1.14    $        1.46
     Weighted average 
       shares outstanding:
          Basic                                268,437          281,806          280,731          280,300         280,894 
          Diluted                              278,365          281,806          291,883          281,653         281,482 
     Dividends per share               $        0.84    $       0.80     $       0.76    $        0.70    $        0.63






                                                               22





     BALANCE SHEET DATA
     Inventories                            $1,262,551       $1,034,794       $1,033,488       $  902,978      $  801,255 
     Working capital                         1,345,826        1,108,686        1,278,768        1,006,624         953,890 
     Total assets                            7,261,825        6,724,088        6,289,155        5,775,248       5,112,410 
     Short-term debt                           227,206          247,433          101,968          258,201         154,555 
     Long-term debt, net 
       of current maturities                 2,314,774        1,455,779        1,393,865          989,694       1,197,486 
     Stockholders' equity                    2,448,641        2,697,006        2,843,732        2,661,417       2,513,722 
</TABLE>


     ACQUISITIONS OF BUSINESSES

   2000, 1999 and 1998
   -------------------

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

   1997
   ----

   On March 5, 1997, the Company purchased the Rolodex business, a
   marketer of office products such as card files, personal organizers
   and paper punches, from Insilco Corporation.  Rolodex was integrated
   into Newell Office Products.

   On May 30, 1997, the Company acquired the Kirsch business, a
   manufacturer and distributor of drapery hardware and custom window
   coverings, from Cooper Industries Incorporated.  The Kirsch North
   American operations were combined with Newell Window Furnishings and
   Levolor Home Fashions; the Kirsch European portion operates as part of
   Newell Window Fashions Europe.

   1996
   ----

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













                                     23





   QUARTERLY SUMMARIES

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


<TABLE>
<CAPTION>
         Calendar Year           1st             2nd            3rd             4th            Year
         -------------           ---             ---            ---             ---            ----
                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
     <S>                       <C>             <C>            <C>             <C>             <C>
     2000
     ----
     Net sales                 $1,628,979      $1,787,025     $1,756,372      $1,762,371      $6,934,747 
     Gross income                 408,484         487,476        468,753         466,882       1,831,595 
     Net income                    76,220         128,015        122,999          94,341         421,575 
     Earnings per 
       share:
              Basic                  0.28            0.48           0.46            0.35            1.57 
              Diluted                0.28            0.48           0.46            0.35            1.57 

     1999
     ----
     Net sales                 $1,589,776      $1,671,635     $1,683,344      $1,767,013      $6,711,768 
     Gross income                 423,308         420,806        444,570         452,515       1,741,199 
     Net (loss) income            (78,999)         30,054         72,737          71,645          95,437 
     (Loss) Earnings 
       per share:
              Basic                 (0.28)           0.11           0.26            0.25            0.34 
              Diluted               (0.28)           0.11           0.26            0.25            0.34 

     1998
     ----
     Net sales                 $1,475,798      $1,636,258     $1,638,694      $1,742,422      $6,493,172 
     Gross income                 396,223         487,028        477,849         461,714       1,822,814 
     Net income                   158,493         141,915        117,502          63,924         481,834 
     Earnings per 
       share:
              Basic                  0.57            0.51           0.42            0.22            1.72 
              Diluted                0.56            0.50           0.42            0.22            1.70 
</TABLE>















                                                               24






   ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
             OPERATIONS AND FINANCIAL CONDITION

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

   RESULTS OF OPERATIONS

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

   Year Ended December 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   Net sales                                100.0%    100.0%    100.0%
   Cost of products sold                     73.6      74.1      71.9
                                            -----     -----     -----
      GROSS INCOME                           26.4      25.9      28.1

   Selling, general and 
       administrative expenses               13.0      16.4      14.9
   Restructuring costs                        0.7       3.7       1.8
   Goodwill amortization                                           
       and other                              0.7       0.7       0.9
                                            -----     -----     -----
       OPERATING INCOME                      12.0       5.1      10.5
   Nonoperating
     expenses (income):
     Interest expense                         1.9       1.5       1.5
     Other, net                               0.2       0.2      (3.6)
                                            -----     -----     -----
     NET NONOPERATING                                              
        EXPENSES (INCOME)                     2.1       1.7      (2.1)
                                            -----     -----     -----
     INCOME BEFORE 
        INCOME TAXES                          9.9       3.4      12.6 
   Income taxes                               3.8       2.0       5.2
                                            -----     -----     -----
        NET INCOME                            6.1%      1.4%      7.4%
                                            =====     =====     =====

   2000 vs. 1999
   -------------

        Net sales for 2000 were $6,934.7 million, representing an
   increase of $222.9 million or 3.3% from $6,711.8 million in 1999. Net
   sales for each of the Company's segments (and the primary reasons for
   the year-to-year changes) were as follows, in millions:


                                     25






   YEAR ENDED DECEMBER 31,                   2000      1999    % Change
   -----------------------                   ----      ----    --------
   Storage, Organization & Cleaning       $1,833.0  $1,899.5    (3.5)%
   Home Decor                              1,392.4   1,370.4     1.6%
   Office Products<1>                      1,288.0   1,218.0     5.7%
   Infant/Juvenile Care & Play<2>            921.0     834.7    10.3%
   Food Preparation, Cooking & Serving       774.4     782.2    (0.1)%
   Hardware & Tools<3>                       725.9     607.0    19.6%
                                           -------   -------
                                          $6,934.7  $6,711.8     3.3%
                                           =======   =======


   PRIMARY REASONS FOR CHANGES:

   <1>  4% internal growth* plus sales from the Reynolds acquisition+
        (October 1999).

   <2>  Internal growth.

   <3>  6% internal growth plus sales from the McKechnie acquisition
        (October 1999).

   *    Internal growth is defined by the Company as growth from its core
        businesses, which include continuing businesses owned more than
        two years and minor acquisitions.

   +    Acquisitions and divestitures are described in note 2 to the
        consolidated financial statements.

        Gross income as a percent of net sales in 2000 was 26.4% or
   $1,831.6 million versus 25.9% or $1,741.2 million in 1999. Excluding
   costs associated with the Rubbermaid merger and certain realignment
   and other charges of $2.4 million and $106.2 million in 2000 and 1999,
   respectively, gross income as a percent of net sales was 26.4% in 2000
   versus 27.5% in 1999. This decrease in gross margins in 2000 was
   primarily attributable to lower than anticipated sales volume and
   higher than expected material costs.

        Selling, general and administrative expenses ("SG&A") in 2000
   were 13.0% of net sales or $899.4 million versus 16.4% or $1,104.5 in
   1999. Excluding costs associated with the Rubbermaid merger and
   certain realignment and other charges of $8.7 million and $178.8
   million in 2000 and 1999, respectively, SG&A as a percent of net sales
   was 12.8% or $890.7 million in 2000 versus 13.8% or $925.6 million in
   1999. The decrease in SG&A expenses is primarily the result of
   integration cost savings at Rubbermaid Home Products, Rubbermaid
   Europe and Little Tikes and tight spending control throughout the rest
   of the Company's core businesses.



                                     26





        The Company recorded restructuring charges of $48.6 million in
   2000 and $246.4 million in 1999.  See note 3 to the consolidated
   financial statements for a review of the charges.

        Goodwill amortization and other as a percentage of net sales was
   0.7% in 2000 and 1999.

        Operating income in 2000 was 12.0% of net sales or $831.7 million
   versus 5.1% of net sales or $343.6 million in 1999. Excluding
   restructuring and other charges of $59.7 million in 2000 and $531.4
   million in 1999, operating income was $891.4 or 12.9% of net sales in
   2000 versus $875.0 million or 13.0% of net sales in 1999.

        Other nonoperating expenses in 2000 were 2.1% of net sales or
   $146.2 million versus 1.7% or $112.7 million in 1999. The increased
   expenses in 2000 are a result of the Company's increased level of debt
   and higher interest rates.

        For 2000 and 1999 the effective tax rates were 38.5% and 58.7%,
   respectively. The higher rate in 1999 was primarily due to
   nondeductible transaction costs associated with the Rubbermaid merger.
   See note 12 to the consolidated financial statements for an
   explanation of the effective tax rate.

        Net income for 2000 was $421.6 million, representing an increase
   of $326.2 million from 1999. Basic and diluted earnings per share in
   2000 increased to $1.57 versus $0.34 in 1999. Excluding 2000 pre-tax
   charges of $59.7 million ($36.7 million after taxes) as discussed
   above, net income in 2000 was $458.3 million. Excluding 1999 pre-tax
   charges of $531.4 million ($369.6 million after taxes), net income in
   1999 was $465.0 million. Diluted earnings per share, calculated on the
   same basis, increased 3.6% to $1.71 in 2000 versus $1.65 in 1999. The
   decrease in net income for 2000 was primarily due to increased raw
   material costs and softer than expected sales volume, offset partially
   by Rubbermaid integration cost savings, tight spending control at
   other core businesses and internal growth. Diluted earnings per share
   increased in 2000 versus 1999 as a result of the lower share base due
   to the stock repurchase program.


   1999 vs. 1998
   -------------

        Net sales for 1999 were $6,711.8 million, representing an
   increase of $218.6 million or 3.4% from $6,493.2 million in 1998. Net
   sales for each of the Company's segments (and the primary reasons for
   the year-to-year changes) were as follows, in millions:






                                     27





   YEAR ENDED DECEMBER 31,                 1999       1998    % Change
   -----------------------                 ----       ----    --------
   Storage, Organization & Cleaning<1>    $1,899.5  $2,047.0    (7.2)%
   Home Decor<2>                           1,370.4   1,242.9    10.3%
   Office Products<3>                      1,218.0   1,078.6    12.9%
   Infant/Juvenile Care & Play<4>            834.7     751.3    11.1%
   Food Preparation, Cooking & Serving       782.2     790.0    (1.0)%
   Hardware & Tools                          607.0     583.4     4.0%
                                          --------  --------
                                          $6,711.8  $6,493.2     3.4%

   PRIMARY REASONS FOR CHANGES:

   <1>  1998 Decora (April 1998) and Newell Plastics (September 1998)
        divestitures and weak sales performance at Rubbermaid Home
        Products, offset partially by strong sales at Rubbermaid
        Commercial Products.
   <2>  Swish (March 1998), Gardinia (August 1998) and Ateliers (April
        1999) acquisitions.
   <3>  7% Internal growth and Rotring (September 1998) and Reynolds
        (October 1999) acquisitions offset partially by Stuart Hall
        (August 1998) divestiture.
   <4>  Century (May 1998) acquisition.

        Gross income as a percent of net sales in 1999 was 25.9% or
   $1,741.2 million versus 28.1% or $1,822.8 million in 1998. Excluding
   costs associated with the Rubbermaid and Calphalon mergers and certain
   realignment and other charges of $106.2 million and $27.9 million in
   1999 and 1998, respectively, gross income as a percent of net sales
   was 27.5% in 1999 versus 28.5% in 1998. This decrease in gross margins
   in 1999 was primarily attributable to promotional commitments made
   prior to the Rubbermaid merger, which affected first half 1999 results
   at Rubbermaid Home Products, higher than expected resin and other
   material costs, which affected second half 1999 results, and operating
   inefficiencies at certain glassware and window treatments facilities.

        Selling, general and administrative expenses ("SG&A") in 1999
   were 16.4% of net sales or $1,104.5 million versus 14.9% or $967.9
   million in 1998. Excluding costs associated with the Rubbermaid and
   Calphalon mergers and certain realignment and other charges of $178.8
   million and $23.6 million in 1999 and 1998, respectively, SG&A as a
   percent of net sales was 13.8% or $925.7 million versus 14.5% or
   $944.3 million in 1998. This decrease in SG&A expenses is primarily
   due to SG&A savings as a result of integrating Rubbermaid into Newell.

        The Company recorded restructuring charges of $246.4 million in
   1999 and $115.2 million in 1998. See note 3 to the consolidated
   financial statements for a review of the charges.

        Goodwill amortization and other as a percentage of net sales was
   0.7% in 1999 and 0.9% in 1998. Excluding charges of $15.0 million in


                                     28





   1998 (which included write-offs of intangible assets), goodwill
   amortization and other was 0.7% of net sales.

        Operating income in 1999 was 5.1% of net sales or $343.6 million
   versus 10.5% or $680.3 million in 1998. Excluding charges as discussed
   above of $531.4 million in 1999 and $181.7 million 1998, operating
   income was $875.0 million or 13.0% in 1999 versus $862.0 million or
   13.3% in 1998.

        Other nonoperating expenses in 1999 were 1.7% of net sales or
   $112.7 million versus other nonoperating income of 2.1% or $136.6
   million in 1998. The $249.3 million difference was due primarily to a
   1998 net pre-tax gain of $191.5 million on the sale of the Company's
   stake in The Black & Decker Corporation and 1998 net pre-tax gains of
   $59.8 million on the divestitures of Stuart Hall, Newell Plastics and
   Decora. This was offset partially by $3.7 million of Rubbermaid merger
   transaction costs in 1998.

        For 1999 and 1998, the effective tax rates were 58.7% and 41.0%,
   respectively. The increase in 1999 was primarily due to nondeductible
   transaction costs related to the Rubbermaid merger. See note 12 to the
   consolidated financial statements for an explanation of the effective
   tax rate.

        Net income for 1999 was $95.4 million, representing a decrease of
   $386.4 million or 80.2% from 1998. Basic earnings per share in 1999
   decreased 80.2% to $0.34 versus $1.72 in 1998; diluted earnings per
   share in 1999 decreased 80.0% to $0.34 versus $1.70 in 1998. Excluding
   1999 pre-tax charges of $531.4 million ($369.6 million after taxes) as
   discussed above, net income in 1999 was $465.0 million. Excluding 1998
   pre-tax charges of $185.4 million ($119.4 million after taxes), the
   net pre-tax gain on the sale of Black & Decker Common Stock of $191.5
   million ($116.8 million after taxes) and net pre-tax gains of $59.8
   million ($15.1 million after taxes) on the sales of businesses as
   discussed above, net income in 1998 was $469.3 million.


   LIQUIDITY AND CAPITAL RESOURCES

   Sources
   -------

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

        Cash provided by operating activities in 2000 was $623.5 million,
   representing an increase of $69.5 million from $554.0 million for
   1999.

        The Company has short-term foreign and domestic committed and
   uncommitted lines of credit with various banks which are available for

                                     29





   short-term financing. Borrowings under the Company's uncommitted lines
   of credit are subject to discretion of the lender. The Company's lines
   of credit do not have a material impact on the Company's liquidity.
   Borrowings under the Company's lines of credit at December 31, 2000
   totaled $23.5 million.

        The Company has a revolving credit agreement of $1,300.0 million
   that will terminate in August 2002. During 2000, the Company entered
   into a new 364-day revolving credit agreement in the amount of $700.0
   million. This revolving credit agreement will terminate in October
   2001. At December 31, 2000, there were no borrowings under these
   revolving credit agreements.

        In lieu of borrowings under the Company's revolving credit
   agreements, the Company may issue up to $2,000.0 million of commercial
   paper. The Company's revolving credit agreements provide the committed
   backup liquidity required to issue commercial paper. Accordingly,
   commercial paper may only be issued up to the amount available for
   borrowing under the Company's revolving credit agreements. At December
   31, 2000, $1,503.7 million (principal amount) of commercial paper was
   outstanding. Of this amount, $1,300.0 million is classified as
   long-term debt and the remaining $203.7 million is classified as
   current portion of long-term debt.

        The revolving credit agreements permit the Company to borrow
   funds on a variety of interest rate terms. These agreements require,
   among other things, that the Company maintain a certain Total
   Indebtedness to Total Capital Ratio, as defined in the agreements. As
   of December 31, 2000, the Company was in compliance with these
   agreements.

        The Company had outstanding at December 31, 2000 a total of
   $1,012.5 million (principal amount) of medium-term notes. The
   maturities on these notes range from 3 to 30 years at an average
   interest rate of 6.34%.

        A universal shelf registration statement became effective in July
   1999. As of December 31, 2000, $449.5 million of Company debt and
   equity securities may be issued under the shelf.

   Uses
   ----

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

        In 2000, the Company acquired Mersch, Brio and Paper Mate/Parker
   and made other minor acquisitions for cash purchase prices totaling
   $582.7 million. In 1999, the Company acquired Ateliers, Reynolds,
   McKechnie, Ceanothe and made other minor acquisitions for cash
   purchase prices totaling $400.1 million. In 1998, the Company acquired


                                     30





   Curver, Swish, Century, Panex, Gardinia and Rotring and made other
   minor acquisitions for cash purchase prices totaling $615.7 million.

        Capital expenditures were $316.6 million, $200.1 million and
   $318.7 million in 2000, 1999 and 1998, respectively. Aggregate
   dividends paid during 2000, 1999 and 1998 were $225.1 million, $225.8
   million and $212.5 million, respectively.

        On February 7, 2000, the Company announced a stock repurchase
   program of up to $500.0 million of the Company's outstanding Common
   Stock. During 2000, the Company repurchased 15.5 million shares of its
   Common Stock at an average price of $26 per share, for a total cash
   price of $403.0 million under the program. The repurchase program
   remained in effect until December 31, 2000 and was financed through
   the use of working capital and commercial paper.

        Retained earnings increased in 2000 by $196.3 million and
   decreased in 1999 by $130.5 million. The difference between 2000 and
   1999 was primarily due to restructuring costs and other pre-tax
   charges relating to recent acquisitions of $59.7 million ($36.7
   million after tax) in 2000 versus $531.4 million ($369.6 million after
   tax) in 1999. The dividend payout ratio to common stockholders in
   2000, 1999 and 1998 was 54%, 235%, and 45%, respectively (represents
   the percentage of diluted earnings per share paid in cash to
   stockholders).

        Working capital at December 31, 2000 was $1,345.8 million
   compared to $1,108.7 million at December 31, 1999 and $1,278.8 million
   at December 31, 1998. The current ratio at December 31, 2000 was
   1.87:1 compared to 1.68:1 at December 31, 1999 and 2.09:1 at December
   31, 1998.

        Total debt to total capitalization (total debt is net of cash and
   cash equivalents, and total capitalization includes total debt,
   company-obligated mandatorily redeemable convertible preferred
   securities of a subsidiary trust and stockholders' equity) was .46:1
   at December 31, 2000, .33:1 at December 31, 1999 and .30:1 at December
   31, 1998.

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

   LEGAL AND ENVIRONMENTAL MATTERS

        The Company is subject to certain legal proceedings and claims,
   including various environmental matters, that have arisen in the
   ordinary conduct of its business or have been assumed by the Company
   when it purchased certain businesses. Such matters are more fully
   described in note 15 to the Company's consolidated financial

                                     31





   statements. Although management of the Company cannot predict the
   ultimate outcome of these matters with certainty, it believes that
   their ultimate resolution, including any amounts it may have to pay in
   excess of amounts reserved, will not have a material effect on the
   Company's consolidated financial statements.

   INTERNATIONAL OPERATIONS

        The Company's non-U.S. business is growing at a faster pace than
   its business in the United States. This growth outside the U.S. has
   been fueled by recent international acquisitions, primarily in Europe.
   For the year ended December 31, 2000, the Company's non-U. S. business
   accounted for approximately 25% of net sales (see note 14 to the
   consolidated financial statements). Growth of both U.S. and non-U.S.
   businesses is shown below:

    YEAR ENDED DECEMBER 31,            2000        1999       % Change
    -----------------------            ----        ----       --------
    (In millions)

    Net sales:
    - U.S.                          $5,191.5     $5,135.4        1.1%
    - Non-U.S.                       1,743.2      1,576.4       10.6
                                     -------      -------
                                    $6,934.7     $6,711.8        3.3%
                                     =======      =======


    YEAR ENDED DECEMBER 31,            1999        1998       % Change
    ----------------------             ----        ----       --------
    (In millions)

    Net sales:
    - U.S.                          $5,135.4     $5,081.5        1.1%
    - Non-U.S.                       1,576.4      1,411.7       11.7 
                                     -------      -------
                                    $6,711.8     $6,493.2        3.4%
                                     =======      =======


   MARKET RISK

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

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

                                     32





   fixed and floating rate debt. Interest rate exposure was reduced
   significantly in 1997 from the issuance of $500.0 million 5.25%
   Company-Obligated Mandatorily Redeemable Convertible Preferred
   Securities of a Subsidiary Trust, the proceeds of which reduced
   commercial paper. Interest rate swaps may be used to adjust interest
   rate exposures when appropriate based on market conditions, and, for
   qualifying hedges, the interest differential of swaps is included in
   interest expense.

        The Company's foreign exchange risk management policy emphasizes
   hedging anticipated intercompany and third-party commercial
   transaction exposures of one year duration or less. The Company
   focuses on natural hedging techniques of the following form:

        *    offsetting or netting of like foreign currency cash flows,

        *    structuring foreign subsidiary balance sheets with
             appropriate levels of debt to reduce subsidiary net
             investments and subsidiary cash flows subject to conversion
             risk,

        *    converting excess foreign currency deposits into U.S.
             dollars or the relevant functional currency and

        *    avoidance of risk by denominating contracts in the
             appropriate functional currency.

        In addition, the Company utilizes forward contracts and purchased
   options to hedge commercial and intercompany transactions. Gains and
   losses related to qualifying hedges of commercial and intercompany
   transactions are deferred and included in the basis of the underlying
   transactions. Derivatives used to hedge intercompany loans are marked
   to market with the corresponding gains or losses included in the
   consolidated statements of income.

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

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

                                     33





                                            Time       Confidence
                                Amount     Period        Level
                                ------     ------      ----------

    (In millions)
    Interest rates              $7.4       1 day         95%
    Foreign exchange            $1.9       1 day         95%


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

   EURO CURRENCY CONVERSION

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

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

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






                                     34





   FORWARD-LOOKING STATEMENTS

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



 
  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
             ----------------------------------------------------------

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




   ITEM 8.  FINANCIAL AND SUPPLEMENTARY DATA
            --------------------------------


   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   To the Stockholders of Newell Rubbermaid Inc.:

        We have audited the accompanying consolidated balance sheets of
   Newell Rubbermaid Inc. (a Delaware corporation) and subsidiaries as of
   December 31, 2000, 1999 and 1998 and the related consolidated
   statements of income, stockholders' equity and comprehensive income
   and cash flows for each of the three years in the period ended
   December 31, 2000. We did not audit the financial statements of
   Rubbermaid Incorporated for the year and period ended December 31,
   1998. Rubbermaid was acquired on March 24, 1999 in a transaction
   accounted for as a pooling of interests, as discussed in note 1 to the
   consolidated financial statements. Such statements are included in the
   consolidated financial statements of Newell Rubbermaid Inc. and
   subsidiaries and reflect total assets and total revenues of 34 percent
   and 40 percent, respectively, in 1998 of the related consolidated
   totals. These statements were audited by other auditors whose report

                                     35





   has been furnished to us and our opinion, insofar as it relates to the
   amounts included for Rubbermaid Incorporated, is based solely upon the
   report of the other auditors. These consolidated financial statements
   are the responsibility of Newell Rubbermaid Inc.'s management. Our
   responsibility is to express an opinion on these consolidated
   financial statements based on our audits. 

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

        In our opinion, based on our audits and the report of other
   auditors, the financial statements referred to above present fairly,
   in all material respects, the financial position of Newell Rubbermaid
   Inc. and subsidiaries as of December 31, 2000, 1999 and 1998 and the
   results of their operations and their cash flows for each of the three
   years in the period ended December 31, 2000, in conformity with
   accounting principles generally accepted in the United States.

        Our audits were made for the purpose of forming an opinion on the
   basic financial statements taken as a whole.  The schedule listed in

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

   ARTHUR ANDERSEN LLP

   Milwaukee, Wisconsin 
   January 25, 2001




   INDEPENDENT AUDITORS' REPORT

   Shareholders and Board of Directors
   Rubbermaid Incorporated:

   We have audited the consolidated balance sheets of Rubbermaid
   Incorporated and subsidiaries (the Company) as of January 1, 1999, and
   the related consolidated statements of earnings, shareholders' equity

                                     36





   and comprehensive income, and cash flows for the year then ended (the
   consolidated financial statements are not included herein).  These
   consolidated financial statements are the responsibility of the
   Company's management.  Our responsibility is to express an opinion on
   these consolidated financial statements based on our audit.

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

   In our opinion, the consolidated financial statements referred to
   above present fairly, in all material respects, the financial position
   of Rubbermaid Incorporated and subsidiaries as of January 1, 1999, and
   the results of their operations and their cash flows for the year then
   ended, in conformity with accounting principles generally accepted in
   the United States of America.

   KPMG LLP

   Cleveland, Ohio
   February 5, 1999, except as to note 15,

        which is as of March 24, 1999
























                                     37





   NEWELL RUBBERMAID INC.

   CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
    YEAR ENDED DECEMBER 31,                                         2000                 1999                1998
    ----------------------                                          ----                 ----                ----
    (In thousands, except per share data)
    <S>                                                              <C>                  <C>                 <C>
      Net sales                                                      $6,934,747           $6,711,768          $6,493,172
      Cost of products sold                                           5,103,152            4,970,569           4,670,358
                                                                      ---------            ---------           ---------
              Gross Income                                            1,831,595            1,741,199           1,822,814
      Selling, general and administrative expenses                      899,424            1,104,491             967,916
      Restructuring costs                                                48,561              246,381             115,154
      Goodwill amortization and other                                    51,930               46,722              59,405
                                                                      ---------            ---------           ---------
              Operating Income                                          831,680              343,605             680,339
      Nonoperating expenses (income):
         Interest expense                                               130,033              100,021             100,514
         Other, net                                                      16,160               12,645            (237,148)
                                                                      ---------            ---------           ---------
              Net Nonoperating Expenses (Income)                        146,193              112,666            (136,634)
                                                                      ---------            ---------           ---------

              Income Before Income Taxes                                685,487              230,939             816,973
      Income taxes                                                      263,912              135,502             335,139
                                                                      ---------            ---------           ---------
              Net Income                                               $421,575              $95,437            $481,834
                                                                      =========            =========           =========
      Earnings per share:
         Basic                                                            $1.57                $0.34               $1.72   
         Diluted                                                          $1.57                $0.34               $1.70   
      Weighted average shares outstanding:
         Basic                                                          268,437              281,806             280,731
         Diluted                                                        278,365              281,806             291,883

     See notes to consolidated financial statements.
</TABLE>
















                                     38


   NEWELL RUBBERMAID INC.

   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
     YEAR ENDED DECEMBER 31,                                               2000           1999            1998
     -----------------------                                               ----           ----            ----
     (In thousands)
     <S>                                                                   <C>            <C>             <C>
     OPERATING ACTIVITIES
     Net income                                                              $421,575       $95,437        $481,834
     Adjustments to reconcile net income to
        net cash provided by operating activities:
        Depreciation and amortization                                         292,576       271,731         263,804
        Deferred income taxes                                                  59,800       (9,600)          81,734
        Income tax savings from employee stock plans                              997         2,269           1,377
     Net (gains) losses on:
              Marketable equity securities                                          -           700       (116,800)
              Sales of businesses                                                   -             -        (24,529)
        Non-cash restructuring charges                                         18,452       100,924          45,800
        Write-off of assets                                                         -             -           4,288
        Other                                                                   1,947        51,748          24,075
     Changes in current accounts, excluding the effects of
     acquisitions:
        Accounts receivable                                                    36,301      (16,137)          39,619
        Inventories                                                         (100,495)        52,662        (37,142)
        Other current assets                                                    6,598      (41,793)        (29,906)
        Accounts payable                                                     (45,606)        14,617        (72,020)
        Accrued liabilities and other                                        (68,658)        31,393       (183,367)
                                                                             --------      --------        --------
              NET CASH PROVIDED BY OPERATING ACTIVITIES                       623,487       553,951         478,767
     
     INVESTING ACTIVITIES
     Acquisitions, net                                                      (597,847)     (345,934)       (654,591)
     Expenditures for property, plant and equipment                         (316,564)     (200,066)       (318,731)
     Purchase of marketable equity securities                                       -             -        (26,056)
     Sales of businesses, net of taxes paid                                         -             -         224,487
     Sales of marketable securities, net of taxes paid                              -        14,328         303,869
     Disposals of non-current assets and other                                  5,119           720           9,773
                                                                             --------      --------        --------
              NET CASH USED IN INVESTING ACTIVITIES                         (909,292)     (530,952)       (461,249)
     FINANCING ACTIVITIES
     Proceeds from issuance of debt                                         1,265,051       803,298         676,759
     Payments on notes payable and long-term debt                           (428,211)     (608,573)       (546,603)
     Common stock repurchase                                                (402,962)             -               -
     Cash dividends                                                         (225,083)     (225,774)       (212,486)
     Proceeds from exercised stock options and other                            1,263        27,411           2,712
                                                                             --------      --------        --------
              NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES             210,058       (3,638)        (79,618)
     Exchange rate effect on cash                                             (3,892)       (3,751)         (1,477)
                                                                             --------      --------        --------
              INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (79,639)        15,610        (63,577)
     Cash and cash equivalents at beginning of year                           102,164        86,554         150,131
                                                                             --------      --------        --------
              CASH AND CASH EQUIVALENTS AT END OF YEAR                        $22,525      $102,164         $86,554
                                                                             ========      ========        ========
     Supplemental cash flow disclosures -
        Cash paid during the year for:
              Income taxes                                                   $152,787      $194,351        $272,239
              Interest                                                        145,455        98,536         103,831
     See notes to consolidated financial statements.
</TABLE>

                                                               39





   NEWELL RUBBERMAID INC.

   CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
       DECEMBER 31,                                                     2000                1999                 1998
       ------------                                                     ----                ----                 ----
       (In thousands)
       <S>                                                              <C>                 <C>                  <C>
       ASSETS
       Current Assets
          Cash and cash equivalents                                         $22,525            $102,164              $86,554
          Accounts receivable, net                                        1,183,363           1,178,423            1,078,530
          Inventories, net                                                1,262,551           1,034,794            1,033,488
          Deferred income taxes                                             231,875             250,587              108,192
          Prepaid expenses and other                                        196,338             172,601              143,885
                                                                          ---------          ----------           ----------
               TOTAL CURRENT ASSETS                                       2,896,652           2,738,569            2,450,649
       Marketable Equity Securities                                           9,215              10,799               19,317
       Other Long-Term Investments                                           72,763              65,905               57,967
       Other Assets                                                         336,344             335,699              267,073
       Property, Plant and Equipment, Net                                 1,756,903           1,548,191            1,627,090
       Trade Names and Goodwill, Net                                      2,189,948           2,024,925            1,867,059
                                                                         ----------          ----------           ----------
               TOTAL ASSETS                                              $7,261,825          $6,724,088           $6,289,155
                                                                         ==========           =========           ==========
       LIABILITIES AND STOCKHOLDERS' EQUITY
       Current Liabilities
          Notes payable                                                     $23,492             $97,291              $94,634
          Accounts payable                                                  342,406             376,596              322,080
          Accrued compensation                                              126,970             113,373              110,471
          Other accrued liabilities                                         781,122             892,481              610,618
          Income taxes                                                       73,122                   -               26,744
          Current portion of long-term debt                                 203,714             150,142                7,334
                                                                         ----------          ----------           ----------
               TOTAL CURRENT LIABILITIES                                  1,550,826           1,629,883            1,171,881
       Long-Term Debt                                                     2,314,774           1,455,779            1,393,865
       Other Non-Current Liabilities                                        352,633             354,107              374,293
       Deferred Income Taxes                                                 93,165              85,655                4,527
       Minority Interest                                                      1,788               1,658                  857
       Company-Obligated Mandatorily Redeemable
         Convertible Preferred Securities of a 
         Subsidiary Trust                                                   499,998             500,000              500,000
       Stockholders' Equity
          Common Stock, $1 per share par value, with
               authorized shares of 800.0 million in 2000
               and 1999; 400.0 million in 1998                              282,174             282,026              281,747
          Outstanding shares:
          2000 - 282.2 million
          1999 - 282.0 million
          1998 - 281.7 million





                                                               40





       Treasury Stock, at cost                                            (407,456)             (2,760)             (21,607)
               Shares held:
               2000 - 15.6 million
               1999 - 0.1 million
               1998 - 0.6 million
          Additional paid-in capital                                        215,911             213,112              204,709
          Retained earnings                                               2,530,864           2,334,609            2,465,064
          Accumulated other comprehensive loss                            (172,852)           (129,981)             (86,181)
                                                                         ----------          ----------           ----------
               TOTAL STOCKHOLDERS' EQUITY                                 2,448,641           2,697,006            2,843,732
                                                                         ----------          ----------           ----------
               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $7,261,825          $6,724,088           $6,289,155
                                                                         ==========           =========            =========

     See notes to consolidated financial statements.
</TABLE>






































                                                               41






<TABLE>
<CAPTION>
     NEWELL RUBBERMAID INC.

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                                                                                           ACCUMULATED    CURRENT
                                                                                                              OTHER        YEAR
                                                                                ADDITIONAL                   COMPRE-      COMPRE-
                                                       COMMON      TREASURY      PAID-IN      RETAINED       HENSIVE      HENSIVE
                                                        STOCK        STOCK       CAPITAL      EARNINGS       INCOME       INCOME
                                                       ------      --------     ----------    --------     ----------     -------
       <S>                                             <C>         <C>          <C>           <C>          <C>            <C>
       (In thousands, except per share data)
       BALANCE AT DECEMBER 31, 1997                   $281,338    $(34,667)     $199,509   $2,195,716         $19,521
       Net income                                                                             481,834                    $481,834
       Other comprehensive income:
          Unrealized gain on securities available 
             for sale, net of $23.5 million tax                                                                33,850      33,850
          Reclassification adjustment for gains 
             realized in net income, net of $74.7 
             million tax                                                                                     (116,800)   (116,800)
          Foreign currency translation adjustments                                                            (22,752)    (22,752)
                                                                                                                         --------
               Total comprehensive income                                                                                $376,132
                                                                                                                         ========
       Cash dividends:
          Common Stock $0.76 per share                                                       (212,486)
       Exercise of stock options                           409      13,013         9,877
       Other                                                            47        (4,677)
                                                       -------     -------       -------    ---------         -------
       BALANCE AT DECEMBER 31, 1998                    281,747     (21,607)      204,709    2,465,064         (86,181)

       Net income                                                                              95,437                   $95,437
       Other comprehensive income:
          Unrealized gain on securities available 
             for sale, net of $2.3 million tax                                                                  3,545     3,545
          Reclassification adjustment for losses 
             realized in net income, net of $0.4 
             million tax                                                                                          700       700
          Foreign currency translation adjustments                                                            (48,045)  (48,045)
                                                                                                                        -------
               Total comprehensive income                                                                               $51,637
                                                                                                                        =======
       Cash dividends:
          Common Stock $0.80 per share                                                       (225,774)
       Exercise of stock options                           279      16,316         7,699
       Other                                                         2,531           704         (118)
                                                       -------     -------       -------    ---------         -------
       BALANCE AT DECEMBER 31, 1999                    282,026      (2,760)      213,112    2,334,609        (129,981)

       Net income                                                                             421,575                  $421,575
       Other comprehensive income:
          Unrealized loss on securities available 
             for sale, net of $(0.7) million tax                                                               (1,201)   (1,201)


                                                               42





          Foreign currency translation adjustments                                                            (41,670)  (41,670)
                                                                                                                        -------
               Total comprehensive income                                                                              $378,704
                                                                                                                        =======
       Cash dividends:
          Common Stock $0.84 per share                                                       (225,083)
       Exercise of stock options                           148        (190)        1,495
       Common Stock repurchase                                    (402,962)
       Other                                                        (1,544)        1,304         (237)
                                                       -------     -------       -------      -------         -------
       BALANCE AT DECEMBER 31, 2000                   $282,174   $(407,456)     $215,911   $2,530,864       $(172,852)
                                                      ========    ========      ========    =========       =========
</TABLE>









































                                                               43



   NEWELL RUBBERMAID INC.

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999,
   1998

   1.   SIGNIFICANT ACCOUNTING POLICIES

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

        On March 24, 1999, Newell Co. ("Newell") completed a merger with
   Rubbermaid Incorporated ("Rubbermaid") in which Rubbermaid became a
   wholly owned subsidiary of Newell. Simultaneously with the
   consummation of the merger, Newell changed its name to Newell
   Rubbermaid Inc. The merger was accounted for as a pooling of interests
   and the financial statements have been restated to combine
   retroactively Rubbermaid's financial statements with those of Newell
   as if the merger had occurred at the beginning of the earliest period
   presented. 

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

        RECLASSIFICATIONS: Certain 1999 and 1998 amounts have been
   reclassified to conform with the 2000 presentation.

        REVENUE RECOGNITION: Sales of merchandise are recognized upon
   shipment to customers and when all substantial risks of ownership
   change.

        In December 1999, the Securities and Exchange Commission issued
   Staff Accounting Bulletin ("SAB") No. 101, which clarified the
   existing accounting rules for revenue recognition. SAB No. 101 (as
   modified by SAB No. 101 A and B) was adopted by the Company in the
   first quarter of 2000. The Company's revenue recognition policy did
   not change with the adoption of SAB No. 101.

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

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

        COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
        SECURITIES OF A SUBSIDIARY TRUST: The fair value of the $500.0
        million company-obligated mandatorily redeemable convertible


                                     44





        preferred securities of a subsidiary trust was $328.1 million at
        December 31, 2000 based on quoted market prices. 

        CASH AND CASH EQUIVALENTS: Cash and highly liquid short-term
   investments having a maturity of three months or less. 

        ALLOWANCES FOR DOUBTFUL ACCOUNTS:  Allowances for doubtful
   accounts at December 31 totaled $36.1 million in 2000, $41.9 million
   in 1999 and $34.2 million in 1998. 

        INVENTORIES: Inventories are stated at the lower of cost or
   market value. Cost of certain domestic inventories (approximately 64%,
   72% and 72% of total inventories at December 31, 2000, 1999 and 1998,
   respectively) was determined by the "last-in, first-out" ("LIFO")
   method; for the balance, cost was determined using the "first-in,
   first-out" ("FIFO") method. If the FIFO inventory valuation method had
   been used exclusively, inventories would have increased by $15.9
   million, $11.4 million and $14.2 million at December 31, 2000, 1999
   and 1998, respectively. Inventory reserves (excluding LIFO reserves)
   at December 31 totaled $114.6 million in 2000, $119.4 million in 1999
   and $113.8 million in 1998.  The components of inventories, net of the
   LIFO reserve, were as follows:


   DECEMBER 31,                            2000       1999       1998
   ------------                            ----       ----       ----
   (In millions)
   Materials and supplies                $244.8     $240.0     $223.8
   Work in process                        165.3      149.5      137.2
   Finished products                      852.5      645.3      672.5
                                       --------   --------   --------
                                       $1,262.6   $1,034.8   $1,033.5
                                       ========   ========   ========

        OTHER LONG-TERM INVESTMENTS: The Company has a 49% ownership
   interest in American Tool Companies, Inc., a manufacturer of hand
   tools and power tool accessory products marketed primarily under the
   Vise-Grip{R} and Irwin{R} trademarks. This investment is accounted for
   on the equity method with a net investment of $72.8 million at
   December 31, 2000. 

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

                                     45






   DECEMBER 31,                           2000       1999       1998
   ------------                           ----       ----       ----
   (In millions)

   Aggregate market value                 $9.2      $10.8      $19.3
   Aggregate cost                         11.0       10.6       26.0
                                         -----      -----      -----
   Unrealized pre-tax (loss) gain        $(1.8)      $0.2      $(6.7)
                                         =====      =====      =====

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

   DECEMBER 31,                          2000       1999       1998
   ------------                          ----       ----       ----
   (In millions)
   Land                               $   60.7   $   63.4   $   62.1
   Buildings and improvements            736.1      691.3      721.9
   Machinery and equipment             2,421.6    2,200.7    2,166.9
                                       -------    -------    -------
                                       3,218.4    2,955.4    2,950.9
   Accumulated depreciation           (1,461.5)  (1,407.2)  (1,323.8)
                                       -------    -------    -------
                                      $1,756.9   $1,548.2   $1,627.1
                                       =======    =======    =======

        Replacements and improvements are capitalized. Expenditures for
   maintenance and repairs are charged to expense. The components of
   depreciation are provided by annual charges to income calculated to
   amortize, principally on the straight-line basis, the cost of the
   depreciable assets over their depreciable lives. Estimated useful
   lives determined by the Company are: buildings and improvements (5-40
   years) and machinery and equipment (2-15 years).

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








                                     46





                        NET TRADE NAMES AND GOODWILL

   DECEMBER 31,                         2000       1999       1998
   ------------                         ----       ----       ----
   (In millions)

   Cost                               $2,485.8   $2,270.5   $2,068.7
   Accumulated amortization             (295.9)    (245.6)    (201.6)
                                       -------    -------    -------
                                      $2,189.9   $2,024.9   $1,867.1
                                       =======    =======    =======

                    NET OTHER IDENTIFIABLE INTANGIBLE ASSETS<1>

   December 31                          2000       1999       1998
   -----------                          ----       ----       ----
   (In millions)

   Cost                                 $96.1      $93.0    $131.2
   Accumulated amortization             (34.7)     (34.3)    (37.6)
                                       ------     ------    ------
                                        $61.4      $58.7     $93.6
                                       ======     ======    ======

   <1> Recorded in Other Assets

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

        ACCRUED LIABILITIES: Accrued liabilities included the following:

   DECEMBER 31,                          2000       1999       1998
   ------------                          ----       ----       ----
   (In millions)

   Customer accruals                   $240.7     $296.6     $190.2
   Accrued self-insurance liability      99.9       92.0       80.2


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

                                     47





        FOREIGN CURRENCY TRANSLATION: Foreign currency balance sheet
   accounts are translated into U.S. dollars at the rates of exchange in
   effect at fiscal year end. Income and expenses are translated at the
   average rates of exchange in effect during the year. The related
   translation adjustments are made directly to accumulated other
   comprehensive income. International subsidiaries operating in highly
   inflationary economies translate non-monetary assets at historical
   rates, while net monetary assets are translated at current rates, with
   the resulting translation adjustment included in net income as other
   nonoperating (income) expenses. Foreign currency transaction gains and
   losses were immaterial in 2000, 1999 and 1998.

        ADVERTISING COSTS: The company expenses advertising costs as
   incurred, including cooperative advertising programs with customers.
   Total advertising expense was $289.2 million, $285.3 million and
   $281.5 million for 2000, 1999 and 1998, respectively. Cooperative
   advertising is recorded in the financial statements as a reduction of
   sales because it is viewed as part of the negotiated price of
   products. All other advertising costs are charged to selling, general
   and administrative expenses.

        RESEARCH AND DEVELOPMENT COSTS: Research and development costs
   relating to both future and present products are charged to selling,
   general and administrative expenses as incurred. These costs
   aggregated $49.4 million, $49.9 million and $44.5 million in 2000,
   1999 and 1998, respectively.

        EARNINGS PER SHARE: The earnings per share amounts are computed
   based on the weighted average monthly number of shares outstanding
   during the year. "Basic" earnings per share is calculated by dividing
   net income by weighted average shares outstanding. "Diluted" earnings
   per share is calculated by dividing net income by weighted average
   shares outstanding, including the assumption of the exercise and/or
   conversion of all potentially dilutive securities ("in the money"
   stock options and company-obligated mandatorily redeemable convertible
   preferred securities of a subsidiary trust).

        A reconciliation of the difference between basic and diluted
   earnings per share for the years ended December 31, 2000, 1999 and
   1998, respectively, is shown below (in millions, except per share
   data):

   
<TABLE>
   <CAPTION>
                                                                           "IN THE          CONVERTIBLE
                                                         BASIC              MONEY"           PREFERRED          DILUTED
        2000                                             METHOD         STOCK OPTIONS       SECURITIES           METHOD
        ----                                             ------         -------------       -----------         -------
        <S>                                              <C>                 <C>               <C>               <C>
        Net income                                       $421.6               -                $16.4             $438.0
        Weighted average shares outstanding               268.4               0.1                9.9              278.4
        Earnings per share                                 $1.57                                                   $1.57

                                                               48








                                                                           "IN THE          CONVERTIBLE
                                                         BASIC              MONEY"           PREFERRED          DILUTED
        1999<1>                                          METHOD         STOCK OPTIONS       SECURITIES           METHOD
        ----                                             ------         -------------       ----------          -------
        Net income                                        $95.4               -                  -                $95.4
        Weighted average shares outstanding               281.8               -                  -                281.8
        Earnings per share                                 $0.34                                                   $0.34

                                                                           "IN THE          CONVERTIBLE
                                                         BASIC              MONEY"           PREFERRED          DILUTED
        1998                                             METHOD         STOCK OPTIONS       SECURITIES           METHOD
        ----                                             ------         -------------       ----------          -------
        Net income                                       $481.8               -                $15.7             $497.5
        Weighted average shares outstanding               280.7               1.3                9.9              291.9
        Earnings per share                                 $1.72                                                   $1.70
     </TABLE>


     <1>  Diluted earnings per share for 1999 exclude the impact of "in the
        money" stock options and convertible preferred securities because
        they are antidilutive.

        COMPREHENSIVE INCOME: Comprehensive income and accumulated other
   comprehensive income encompass net income, net after-tax unrealized
   gains on securities available for sale and foreign currency transla-
   tion adjustments in the Consolidated Statements of Stockholders'
   Equity and Comprehensive Income. 

        The following table displays the components of accumulated other
   comprehensive income:

                               AFTER-TAX                   ACCUMULATED
                               UNREALIZED      FOREIGN        OTHER
                             GAINS/(LOSSES)   CURRENCY    COMPREHENSIVE
                             ON SECURITIES   TRANSLATION INCOME/(LOSSES)
                             --------------  ----------- ---------------
   (In millions)

   Balance at Dec. 31, 1997       $78.8         $(59.3)        $19.5
   Current year change            (82.9)         (22.8)       (105.7)
                                  -----          -----         -----

   Balance at Dec. 31, 1998        (4.1)         (82.1)        (86.2)
   Current year change              4.2          (48.0)        (43.8)
                                  -----          -----         -----






                                     49





   Balance at Dec. 31, 1999         0.1         (130.1)       (130.0)
   Current year change             (1.2)         (41.7)        (42.9)
                                  -----          -----         -----

   Balance at Dec. 31, 2000       $(1.1)       $(171.8)      $(172.9)
                                  =====        =======       =======

        ACCOUNTING PRONOUNCEMENTS: Since June 1998, the Financial
   Accounting Standards Board ("FASB") has issued SFAS Nos. 133, 137 and
   138 related to "Accounting for Derivative Instruments and Hedging
   Activities" ("SFAS No. 133, as amended" or "Statements"). These
   Statements establish accounting and reporting standards requiring that
   every derivative instrument be recorded on the balance sheet as either
   an asset or liability measured at its fair value. The Statements
   require that changes in the derivative's fair value be recognized
   currently in earnings unless specific hedge accounting criteria are
   met, in which case the gains or losses would offset the related
   results of the hedged item. These Statements require that, as of the
   date of initial adoption, the impact of adoption be recorded as a
   cumulative effect of a change in accounting principle. To the extent
   that these amounts are recorded in other comprehensive income, they
   will be reversed into earnings in the period in which the hedged
   transaction occurs. The impact of adopting these Statements on January
   1, 2001 resulted in a cumulative after-tax gain of approximately $13.0
   million recorded in accumulated other comprehensive income and had no
   material impact on net income. The adoption resulted in an increase in
   assets and liabilities of approximately $99.0 million and $86.0
   million, respectively.

        In May 2000, the Emerging Issues Task Force ("EITF"), a
   subcommittee of the FASB, issued EITF No. 00-10 "Accounting for
   Shipping and Handling Fees and Costs." EITF No. 00-10 requires that
   amounts billed to customers related to shipping and handling costs be
   classified as revenue and all expenses related to shipping and
   handling be classified as a cost of products sold. Historically, these
   revenues and costs have been netted together and deducted from gross
   sales to arrive at net sales. The net sales and cost of products sold
   have been restated for this change. The impact of this change
   increased net sales and costs of products sold by $286.1 million,
   $298.7 million and $309.5 million for the years ended December 2000,
   1999 and 1998, respectively. There is no impact on gross income
   resulting from this change.

        Also in May 2000, the EITF issued EITF No. 00-14 "Accounting for
   Certain Sales Incentives." The EITF subsequently amended the
   transition provisions of this issue in November 2000. EITF No. 00-14
   prescribes guidance regarding timing of recognition and income
   statement classification of costs incurred for certain sales incentive
   programs. This guidance requires certain coupons, rebate offers and
   free products offered concurrently with a single exchange transaction
   to be recognized when incurred, and reported as a reduction of
   revenue.

                                     50





        In January 2001, the EITF issued EITF No. 00-22 "Accounting for
   'Points' and Certain Other Time-Based or Volume-Based Sales Incentive
   Offers, and Offers for Free Products or Services to Be Delivered in
   the Future." EITF No. 00-22 prescribes guidance regarding timing of
   recognition and income statement classification of costs incurred in
   connection with offers of "free" products or services that are
   exercisable by an end consumer as a result of a single exchange
   transaction with the retailer which will not be delivered by the
   vendor until a future date. This guidance requires certain rebate
   offers and free products that are delivered subsequent to a single
   exchange transaction to be recognized when incurred, and reported as a
   reduction of revenue. 

        The effective dates of EITF No. 00-14 and EITF No. 00-22 are
   March 31, 2001 and June 30, 2001, respectively. The Company's adoption
   of both EITF No. 00-14 and EITF No. 00-22 on December 31, 2000 did not
   impact the results of operations, because the Company's past and
   current accounting policy is to report such costs as reductions in
   revenue.


   2.   ACQUISITIONS OF BUSINESSES

   2000
   ----

        The Company acquired Mersch SA on January 24, 2000 and Brio on
   May 24, 2000.  Both are manufacturers and suppliers of picture frames
   in Europe, and now operate as part of Newell Photo Fashion Europe.

        The Company acquired the stationery products business of The
   Gillette Company ("Paper Mate/Parker") on December 29, 2000. The U.S.
   and Canadian operations were merged into Sanford North America, while
   all other operations were consolidated into Sanford International.

        For these and for other minor acquisitions, the Company paid
   $582.7 million in cash and assumed $15.5 million of debt. The
   transactions were accounted for as purchases; therefore, results of
   operations are included in the accompanying consolidated financial
   statements since their respective acquisition dates. The acquisition
   costs were allocated on a preliminary basis to the fair market value
   of the assets acquired and liabilities assumed and resulted in trade
   names and goodwill of approximately $241.3 million.

        The Company's finalized integration plans may include exit costs
   for certain plants and product lines and employee terminations
   associated with the integration of Mersch and Brio into Newell Photo
   Fashion Europe and Paper Mate/Parker into Sanford North America and
   Sanford International. The final adjustments to the purchase price
   allocations are not expected to be material to the consolidated
   financial statements.


                                     51





        The unaudited consolidated results of operations for the years
   ended December 31, 2000 and 1999 on a pro forma basis, as though the
   Mersch, Brio and Paper Mate/Parker businesses (as well as the 1999
   acquisitions of Ateliers, Reynolds, McKechnie and Ceanothe) had been
   acquired on January 1, 1999, are as follows (unaudited):

   YEAR ENDED DECEMBER 31,                       2000           1999
   -----------------------                       ----           ----
   (In millions, except per share amounts)

   Net sales                                   $7,489.7       $7,688.8
   Net income                                     390.2           83.3
   Earnings per share (basic)                      $1.45          $0.30


   1999
   ----

        On April 2, 1999, the Company purchased Ateliers 28, a
   manufacturer and marketer of decorative and functional drapery
   hardware in Europe. Ateliers operates as part of Newell Window
   Fashions Europe.

        On October 18, 1999, the Company purchased a controlling interest
   in Reynolds S.A., a manufacturer and marketer of writing instruments
   in Europe. Reynolds operates as part of Sanford International. By
   December 31, 1999, the Company owned 100% of Reynolds.

        On October 29, 1999, the Company acquired the consumer products
   division of McKechnie plc, a manufacturer and marketer of drapery
   hardware and window furnishings, shelving and storage products,
   cabinet hardware and functional trims. The drapery hardware and window
   furnishings portion of McKechnie operates as part of Newell Window
   Fashions Europe; the remaining portion of McKechnie operates as Newell
   Hardware Europe.

        On December 29, 1999, the Company acquired Ceanothe Holding, a
   manufacturer of picture frames and photo albums in Europe. Ceanothe
   operates as part of Newell Photo Fashion Europe.

        For these and for other minor acquisitions, the Company paid
   $400.1 million in cash and assumed $45.1 million of debt. The
   transactions were accounted for as purchases; therefore, results of
   operations are included in the accompanying consolidated financial
   statements since their respective dates of acquisition. The
   acquisition costs were allocated on a preliminary basis to the fair
   market value of the assets acquired and liabilities assumed and
   resulted in trade names and goodwill of approximately $296.7 million.

        The Company began to formulate integration plans for these
   acquisitions as of their respective acquisition dates. The integration
   plans for these acquisitions were finalized during 2000 and resulted

                                     52





   in total integration liabilities of $37.6 million for exit costs and
   employee terminations. As of December 31, 2000, $9.7 million of
   reserves remain for the restructuring charges recorded in 1999.

   1998
   ----

        On January 21, 1998, the Company acquired Curver Consumer
   Products. Curver is a manufacturer and marketer of plastic housewares
   products in Europe and operates as part of Rubbermaid Europe.

        On March 27, 1998, the Company acquired Swish Track and Pole from
   Newmond plc. Swish is a manufacturer and marketer of decorative and
   functional window furnishings in Europe and operates as part of Newell
   Window Fashions Europe.

        On May 19, 1998, the Company acquired certain assets of Century
   Products. Century is a manufacturer and marketer of infant products
   such as car seats, strollers and infant carriers and operates as part
   of the Graco/Century division.

        On June 30, 1998, the Company purchased Panex S.A. Industria e
   Comercio, a manufacturer and marketer of aluminum cookware products
   based in Brazil. Panex operates as part of the Mirro division.

        On August 31, 1998, the Company purchased the Gardinia Group, a
   manufacturer and supplier of window treatments based in Germany.
   Gardinia operates as part of Newell Window Fashions Europe.

        On September 30, 1998, the Company purchased the Rotring Group, a
   manufacturer and supplier of writing instruments, drawing instruments,
   art materials and color cosmetic products based in Germany. The
   writing and drawing instruments portion of Rotring operates as part of
   Sanford International. The art materials portion of Rotring operates
   as part of Sanford North America. The color cosmetic products portion
   of Rotring operates as a separate U.S. division, Cosmolab.

        For these and for other minor acquisitions, the Company paid
   $615.7 million in cash and assumed $99.5 million of debt. The
   transactions were accounted for as purchases; therefore, results of
   operations are included in the accompanying consolidated financial
   statements since their respective dates of acquisition. The
   acquisition costs were allocated on a preliminary basis to the fair
   market value of the assets acquired and liabilities assumed and
   resulted in trade names and goodwill of approximately $387.1 million.

        The Company began to formulate integration plans for these and
   other minor acquisitions as of their respective acquisition dates. The
   integration plans for these acquisitions were finalized during 1999
   and resulted in total integration liabilities of $84.7 million for
   exit costs and employee terminations. As of December 31, 2000, no
   reserves remain for the restructuring charges recorded in 1998.

                                     53





   MERGERS

        On May 7, 1998, a subsidiary of the Company merged with Calphalon
   Corporation, a manufacturer and marketer of gourmet cookware. The
   Company issued approximately 3.1 million shares of Common Stock for
   all of the Common Stock of Calphalon. This transaction was accounted
   for as a pooling of interests; therefore, prior financial statements
   were restated to reflect this merger. Calphalon now operates as a
   separate division of the Company.

        On March 24, 1999, the Company completed the Rubbermaid merger.
   The merger qualified as a tax-free exchange and was accounted for as a
   pooling of interests. Newell issued .7883 Newell Rubbermaid shares for
   each outstanding share of Rubbermaid Common Stock. A total of 119.0
   million shares (adjusted for fractional and dissenting shares) of the
   Company's Common Stock were issued as a result of the merger, and
   Rubbermaid's outstanding stock options were converted into options to
   purchase approximately 2.5 million Newell Rubbermaid common shares.

        No adjustments were made to the net assets of the combining
   companies to adopt conforming accounting practices or fiscal years
   other than adjustments to eliminate the accounting effects related to
   Newell's purchase of Rubbermaid's office products business ("Eldon")
   in 1997. Because the Newell Rubbermaid merger was accounted for as a
   pooling of interests, the accounting effects of Newell's purchase of
   Eldon have been eliminated as if Newell had always owned it.

        The following table presents a reconciliation of net sales and
   net income (loss) for Newell, Rubbermaid and Calphalon individually to
   those presented in the accompanying consolidated financial statements:

   YEAR ENDED DECEMBER 31,                  1999           1998
   -----------------------                  ----           ----
   (In millions)

   Net sales:
      Newell                              $4,022.2       $3,747.5
      Rubbermaid                           2,565.0        2,637.4
      Calphalon                              124.6          108.3
                                          --------       --------
                                          $6,711.8       $6,493.2
                                          ========       ========
   Net income (loss):
      Newell                                $273.1         $405.9
      Rubbermaid                            (189.8)          82.9
      Calphalon                               12.1           (7.0)
                                          --------       --------
                                             $95.4         $481.8
                                          ========       ========




                                     54





   DIVESTITURES

        On April 29, 1998, the Company sold its Decora decorative
   coverings product line. On August 21, 1998, the Company sold its
   Stuart Hall school supplies and stationery business. On September 9,
   1998, the Company sold its Newell Plastics plastic storage and
   serveware business. The pre-tax net gain on the sales of these
   businesses was $59.8 million, which was primarily offset by
   nondeductible goodwill, resulting in a net after-tax gain of $15.1
   million. Sales for these businesses prior to their divestitures were
   approximately $136 million in 1998.


   3.   RESTRUCTURING COSTS

   2000
   ----

        During 2000, the Company recorded pre-tax restructuring charges
   of $48.6 million ($29.9 million after taxes) related primarily to the
   continued Rubbermaid integration and plant closures in the Home Decor
   segment. The Company incurred employee severance and termination
   benefit costs of $26.8 million related to approximately 700 employees
   terminated in 2000. Such costs included $10.2 million of severance and
   government mandated settlements for facility closures at Rubbermaid
   Europe, $6.7 million of change in control payments made to former
   Rubbermaid executives, $6.3 million for employee terminations at the
   domestic Rubbermaid divisions and $3.6 million in severance at the
   Home Decor segment. The Company incurred merger transaction costs of
   $11.2 million related primarily to legal settlements for Rubbermaid's
   1998 sale of a former division and other merger related contingencies
   resolved in 2000. Additionally, the Company incurred facility and
   product line exit costs of $10.6 million related primarily to the
   closure of five European Rubbermaid facilities, three window
   furnishings facilities and the exit of various Rubbermaid product
   lines.

        As of December 31, 2000, $21.9 million of reserves remain for
   restructuring charges recorded during 2000, 1999 and 1998. These
   reserves consist of $11.4 million for facility and product line exit
   costs, $4.6 million in contractual future maintenance costs on
   abandoned Rubbermaid computer software, $3.3 million for employee
   severance and termination benefits, and $2.6 million in other merger
   transaction costs.

   1999
   ----

        During 1999, the Company recorded pre-tax restructuring charges
   of $246.4 million ($195.7 million after tax) related primarily to the
   integration of the Rubbermaid businesses into Newell. Merger
   transaction costs of $39.9 million related primarily to investment

                                     55





   banking, legal and accounting costs for the Newell/Rubbermaid merger.
   Employee severance and termination benefits of $101.9 million related
   to approximately 750 employees terminated in 1999. Such costs include
   $80.9 million of change in control payments made to former Rubbermaid
   executives and $21.0 million in severance and termination costs at
   Rubbermaid's former headquarters ($5.5 million), Rubbermaid Home
   Products division ($6.9 million), Rubbermaid Europe division ($4.0
   million), Little Tikes division ($2.7 million), Rubbermaid Commercial
   Products division ($0.7 million) and Newell divisions ($1.2 million).
   Facility and product line exit costs totaled $104.6 million,
   representing $72.0 million of impaired Rubbermaid centralized computer
   software (abandoned as a result of converting Rubbermaid onto existing
   Newell centralized computer software) and $32.6 million in costs
   related to discontinued product lines ($4.8 million), the closure of
   seven Rubbermaid facilities ($10.2 million), write-off of assets
   associated with abandoned projects ($10.3 million) and impaired assets
   ($5.7 million) and other exit costs ($1.6 million).

   1998
   ----

        During January 1998, Rubbermaid announced a series of
   restructuring initiatives to establish a central global procurement
   organization and to consolidate, automate and/or relocate its
   worldwide manufacturing and distribution operations. During 1998,
   Rubbermaid recorded pre-tax charges of $115.2 million ($74.9 million
   after tax). The 1998 restructuring charge included $16.0 million
   relating to employee severance and termination benefits for
   approximately 600 sales and administrative employees, $53.4 million
   for costs to exit business activities at five facilities and $45.8
   million to write-down impaired long-lived assets to their fair value.
   The $53.4 million charge for costs to exit business activities related
   to exit plans for the closure of a plastics houseware molding and
   warehouse operation in the State of New York, the closure of a
   commercial play systems warehouse and manufacturing facility in
   Australia, the closure of a cleaning products manufacturing operation
   in North Carolina, the elimination of Rubbermaid's Asia Pacific
   regional headquarters and the related joint venture in Japan and the
   closure of a distribution facility in France. The exiting of the
   operations described above necessitated a revaluation of cash flows
   related to those operations, resulting in a $45.8 million charge to
   write-down $26.0 million of fixed assets and $19.8 million of goodwill
   to fair value. Rubbermaid determined that the future cash flows on an
   undiscounted basis (before taxes and interest) were not sufficient to
   cover the carrying value of the long-lived assets affected by those
   decisions. Management determined the fair value of these assets using
   discounted cash flows.






                                     56





   4.   CREDIT ARRANGEMENTS

        The Company has short-term foreign and domestic committed and
   uncommitted lines of credit with various banks which are available for
   short-term financing. Borrowings under the Company's uncommitted lines
   of credit are subject to the discretion of the lender. The Company's
   lines of credit do not have a material impact on the Company's
   liquidity. Borrowings under these lines of credit at December 31, 2000
   totaled $23.5 million. The following is a summary of borrowings under
   foreign and domestic lines of credit:

   DECEMBER 31,                                2000     1999     1998
   ------------                                ----     ----      ---
   (In millions)

   Notes payable to banks:
      Outstanding at year-end
      - borrowing                             $23.5    $97.3    $94.6
      - weighted average interest rate         8.6%     6.8%     5.8%
      Average for the year
      - borrowing                             $61.1    $59.1   $144.7
      - weighted average interest rate         7.7%     9.9%     6.1%
   Maximum outstanding during the year       $178.0    $97.3   $205.1


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


   DECEMBER 31,                                 2000    1999      1998
   ------------                                 ----    ----      ----
   (In millions)

   Commercial paper:
        Outstanding at year-end
        - borrowing                         $1,503.7  $718.5    $500.2
        - average interest rate                 6.6%    5.9%      5.5%
        Average for the year
        - borrowing                          $987.5   $534.9    $620.4
        - average interest rate                 6.3%    5.2%      5.5%
   Maximum outstanding during the year     $1,503.7   $807.0  $1,028.8











                                     57





   5.   LONG-TERM DEBT

        The following is a summary of long-term debt:

   DECEMBER 31,                        2000        1999         1998
   ------------                        ----        ----         ----
   (In millions)

   Medium-term notes                 $1,012.5       $859.5      $883.5
   Commercial paper                   1,503.7        718.5       500.2
   Other long-term debt                   2.3         27.9        17.5
                                     --------     --------    --------
                                      2,518.5      1,605.9     1,401.2
   Current portion                     (203.7)      (150.1)       (7.3)
                                     --------     --------    --------
                                     $2,314.8     $1,455.8    $1,393.9
                                     ========     ========    ========


        The Company has a revolving credit agreement of $1,300.0 million
   that will terminate in August 2002. During 2000, the Company entered
   into a new 364-day revolving credit agreement in the amount of $700.0
   million. This revolving credit agreement will terminate in October
   2001. At December 31, 2000, there were no borrowings under these
   revolving credit agreements. 

        In lieu of borrowings under the Company's revolving credit
   agreements, the Company may issue up to $2,000.0 million of commercial
   paper. The Company's revolving credit agreements provide the committed
   backup liquidity required to issue commercial paper. Accordingly,
   commercial paper may only be issued up to the amount available for
   borrowing under the Company's revolving credit agreements. At December
   31, 2000, $1,503.7 million (principal amount) of commercial paper was
   outstanding. Of this amount, $1,300.0 million is classified as long-
   term debt and the remainder of $203.7 million is classified as current
   portion of long-term debt.

        The revolving credit agreements permit the Company to borrow
   funds on a variety of interest rate terms. These agreements require,
   among other things, that the Company maintain a certain Total
   Indebtedness to Total Capital Ratio, as defined in the agreements. As
   of December 31, 2000, the Company was in compliance with these
   agreements.

        The Company had outstanding at December 31, 2000 a total of
   $1,012.5 million (principal amount) of medium-term notes. The
   maturities on the Company's medium-term notes range from 3 to 30 years
   at an average interest rate of 6.34%.

        A universal shelf registration statement became effective in July
   1999. As of December 31, 2000, $449.5 million of Company debt and
   equity securities may be issued under the shelf.



                                     58





        The aggregate maturities of long-term debt outstanding are as
   follows:

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

       2001                           $203.7
       2002                          1,400.0
       2003                            415.5
       2004                              -
       2005                             22.0
       Thereafter                      477.3
                                    --------
                                    $2,518.5
                                    ========


   6.   COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
        SECURITIES OF A SUBSIDIARY TRUST

        In 1997, a wholly owned trust of the Company issued 10.0 million
   of 5.25% convertible quarterly income preferred securities ("Preferred
   Securities") to certain institutional buyers. Each of the Preferred
   Securities represents an undivided beneficial interest in the assets
   of the trust, is convertible at the option of the holder into shares
   of the Company's Common Stock at the rate of 0.9865 shares of Common
   Stock (equivalent to the approximate conversion price of $50.685 per
   share of Common Stock), subject to adjustment in certain
   circumstances, has a $50 liquidation preference and is entitled to a
   quarterly cash distribution at the annual rate of $2.625 per share.
   The Preferred Securities are guaranteed by the Company and are
   callable initially at 103.15% of the liquidation preference beginning
   in December 2001 and decreasing over time to 100% in December 2007.

        The trust invested the proceeds of the Preferred Securities in
   $500.0 million Company 5.25% Junior Convertible Subordinated
   Debentures due 2027 ("Debentures"). The Debentures are the sole assets
   of the trust, mature on December 1, 2027, bear interest at the annual
   rate of 5.25%, payable quarterly, and are redeemable by the Company
   beginning in December 2001. The Company may defer interest payments on
   the Debentures, but has no current intention to, for a period of up to
   20 consecutive quarters during which distribution payments on the
   Preferred Securities are also deferred. Under this circumstance, the
   Company may not declare or pay any cash distributions with respect to
   its capital stock or debt securities that do not rank senior to the
   Debentures.






                                     59





   7.   DERIVATIVE FINANCIAL INSTRUMENTS

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

        The Company has entered into several interest rate swap
   agreements as a means of converting certain floating rate debt
   instruments into fixed rate debt. Cash flows related to these interest
   rate swap agreements are included in interest expense over the terms
   of the agreements, which range from three to seven years in maturity.
   At December 31, 2000, the Company had an outstanding notional
   principal amount of $912.6 million, with a net accrued interest
   receivable of $3.4 million. The termination value of these contracts
   is not included in the consolidated financial statements since these
   contracts represent the hedging of long-term activities to be
   amortized in future reporting periods.

        The Company utilizes forward exchange contracts to manage foreign
   exchange risk related to both known and anticipated intercompany and
   third-party commercial transaction exposures of one year duration or
   less.

        The Company also utilizes cross-currency swaps to hedge long-term
   intercompany transactions. The maturities on these cross-currency
   swaps range from three to five years.

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

















                                     60





   DECEMBER 31,                         2000               1999
   ------------                      ----------         ----------
   (In millions)
                                    BUY      SELL      BUY     SELL
                                    ---      ----      ---     ----

   Australian dollars              $  -     $  8.6   $  -     $  -
   British pounds                     1.6    165.2      1.1    172.8
   Canadian dollars                 149.4     24.0     71.1      -
   Euro                               0.2    350.2      4.9    490.8
   Japanese yen                       -        -        -        4.1
   Swedish krona                      -        -        -       12.5
   Swiss francs                       -        -        8.0      -
                                   ------   ------   ------   ------
                                   $151.2   $548.0   $ 85.1   $680.2
                                   ======   ======   ======   ======
   Fair Value                      $146.9   $508.4   $ 84.5   $665.7
                                   ======   ======   ======   ======

        The Company's forward exchange contracts, foreign currency swaps
   and long-term cross-currency swaps do not subject the Company to risk
   due to foreign exchange rate movement, since gains and losses on these
   contracts generally offset losses and gains on the assets, liabilities
   and other transactions being hedged. The Company does not obtain
   collateral or other security to support derivative financial
   instruments subject to credit risk but monitors the credit standing of
   the counterparties.

        Gains and losses related to qualifying hedges of commercial and
   intercompany transactions are deferred and included in the basis of
   the underlying transactions. Derivatives used to hedge intercompany
   loans are marked to market with the corresponding gains or losses
   included in the consolidated statements of income.


   8.   LEASES

        The Company leases manufacturing and warehouse facilities, real
   estate, transportation, data processing and other equipment under
   leases which expire at various dates through the year 2018. Rent
   expense was $102.9 million, $91.9 million and $79.7 million in 2000,
   1999 and 1998, respectively. Future minimum rental payments for
   operating leases with initial or remaining terms in excess of one year
   are as follows:









                                     61





   YEAR ENDING DECEMBER 31,    Minimum Payments
   ------------------------    ----------------
   (In millions)

   2001                              $51.9
   2002                               35.6
   2003                               25.0
   2004                               14.4
   2005                               10.0

   Thereafter                         12.0
                                     -----
                                    $148.9
                                    ======


   9.   EMPLOYEE BENEFIT RETIREMENT PLANS

        The Company and its subsidiaries have noncontributory pension and
   profit sharing plans covering substantially all of their foreign and
   domestic employees. Pension plan benefits are generally based on years
   of service and/or compensation. The Company's funding policy is to
   contribute not less than the minimum amounts required by the Employee
   Retirement Income Security Act of 1974 or local statutes to assure
   that plan assets will be adequate to provide retirement benefits. The
   Company's Common Stock comprised $46.7 million, $48.7 million and
   $69.3 million of pension plan assets at December 31, 2000, 1999 and
   1998, respectively.

        Total expense under all profit sharing plans was $14.5 million,
   $12.3 million and $25.0 million for the years ended December 31, 2000,
   1999 and 1998, respectively.
   ^G63

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

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












                                     62





     
<TABLE>
     <CAPTION>

                                                                   Pension Benefits             Other Postretirement Benefits
                                                           --------------------------------   --------------------------------
        DECEMBER 31,                                     2000        1999        1998        2000        1999       1998
        ------------                                     ----        ----        ----        ----        ----       ----
        (In millions)
        <S>                                             <C>         <C>         <C>         <C>         <C>         <C>
        CHANGE IN BENEFIT OBLIGATION
        Benefit obligation at January 1                 $709.1      $691.1      $578.0      $196.3      $184.0      $175.2
        Service cost                                      29.0        25.4        20.2         3.6         3.5         3.2
        Interest cost                                     48.9        50.1        43.9        12.9        12.6        12.8
        Amendments                                         3.8         6.5         2.2         -          (0.5)        -
        Actuarial (gain)/loss                             (0.7)      (59.6)       34.3       (31.4)       11.9         7.8
        Acquisitions                                       -          50.4        51.3         -           1.7         -
        Currency exchange                                 (2.2)       (5.0)       (0.3)        -           -           -
        Benefits paid from plan assets                   (47.0)      (49.8)      (38.5)      (14.7)      (16.9)      (15.0)
                                                        ------      ------      ------      ------      ------      ------
        Benefit obligation at December 31               $740.9      $709.1      $691.1      $166.7      $196.3      $184.0
                                                        ======      ======      ======      ======      ======      ======

        CHANGE IN PLAN ASSETS
        Fair value of plan assets at January 1          $858.6      $713.8      $738.4        $-         $ -         $ -
        Actual return on plan assets                      76.4       119.5        (5.9)        -           -           -
        Acquisitions                                       -          62.3        14.1         -           -           -
        Contributions                                      3.1        11.6         6.5        14.7        16.9        15.0
        Currency exchange                                 (2.8)        1.2        (0.8)        -           -           -
        Benefits paid from plan assets                   (47.0)      (49.8)      (38.5)      (14.7)      (16.9)      (15.0)
                                                        ------      ------      ------      ------      ------      ------
        Fair value of plan assets at December 31        $888.3      $858.6      $713.8      $  -         $ -         $ -
                                                        ======      ======      ======      ====        ======      ======


                                                               Pension Benefits             Other Postretirement Benefits
                                                       --------------------------------    -------------------------------
        DECEMBER 31,                                     2000        1999        1998        2000        1999       1998
                                                         ----        ----       -----        ----        ----       ----
        (In millions )
        FUNDED STATUS
        Funded status at December 31                    $147.4      $149.5       $22.7     $(166.7)    $(196.3)    $(184.0)
        Unrecognized net gain                           (110.7)     (118.9)       (7.9)      (38.6)       (8.0)      (20.2)
        Unrecognized prior service cost                    3.4        (0.9)       (2.0)        -          (0.2)        0.2
        Unrecognized net asset                            (2.2)       (3.3)       (5.0)        -           -           -
                                                        ------      ------      ------      ------      ------     -------
        Net amount recognized                            $37.9       $26.4        $7.8     $(205.3)    $(204.5)    $(204.0)
                                                        ======      ======      ======      ======      ======      ======






                                                               63





        AMOUNTS RECOGNIZED IN THE CONSOLIDATED
           BALANCE SHEETS
        Prepaid benefit cost <1>                        $110.0      $102.9       $71.8        $-          $-          $-
        Accrued benefit cost <2>                         (78.2)      (80.9)      (67.9)     (205.3)     (204.5)     (204.0)
        Intangible asset <1>                               6.1         4.4         3.9         -           -           -
                                                        ------      ------      ------      ------      ------      ------
        Net amount recognized                            $37.9       $26.4        $7.8     $(205.3)    $(204.5)    $(204.0)
                                                        ======      ======      ======      ======      ======      ======
       ASSUMPTIONS AS OF DECEMBER 31
        Discount rate                                      7.5%        7.5%        7.0%        7.5%        7.5%   6.8-7.0%
        Long-term rate of return on plan assets           10.0%       10.0%       10.0%        -           -           -
        Long-term rate of compensation increase            5.0%        5.0%        5.0%        -           -           -
        Health care cost trend rate                        -           -           -           6.0%    7.0-9.0%   7.0-8.0%

     <1> Recorded in Other Non-current Assets
     <2> Recorded in Other Non-current Liabilities
   </TABLE>


        Net pension (income) expenses and other postretirement benefit
   expenses include the following components:

   
<TABLE>
   <CAPTION>

                                                            Pension Benefits              Other Postretirement Benefits
                                                      -----------------------------       -----------------------------
     YEAR ENDED DECEMBER 31,                           2000        1999       1998        2000        1999         1998
     -----------------------                           ----        ----       ----        ----        ----         ----
     (In millions)
     <S>                                               <C>         <C>        <C>          <C>         <C>         <C>
     Service cost-benefits earned
        during the year                                $29.2       $30.9      $19.3        $3.6        $3.5         $3.3
     Interest cost on projected 
        benefit obligation                              49.5        50.9       46.6        12.9        12.6         12.9
     Expected return on plan assets                    (82.8)      (76.7)     (59.0)        -           -            -
     Amortization of:
        Transition asset                                (1.9)       (1.2)      (1.1)       (1.1)       (0.2)        (0.5)
        Prior service cost recognized                   (0.5)       (0.4)      (0.3)        -           -           (0.4)
     Actuarial (gain)/loss                              (1.3)        0.8       (1.8)        -           -            -
                                                       -----       -----      -----       -----       -----        -----
     Net pension (income) expense                      $(7.8)       $4.3       $3.7       $15.4       $15.9        $15.3
                                                       =====       =====      =====       =====       =====        =====
     </TABLE>


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





                                     64





    DECEMBER 31,                              2000      1999      1998
    ------------                              ----      ----      ----
    (In millions)
    Projected benefit obligation             $103.7    $145.2    $147.1
    Accumulated benefit obligation             85.3     131.0     127.5
    Fair value of plan assets                   -        50.8      52.1

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

                                         1% Increase      1% Decrease
                                         -----------      -----------
    (In millions)
    Effect on total of service and           
      interest cost components               $1.8            $(1.6)
    Effect on postretirement benefit
      obligations                            11.9            (11.0)


   10.  STOCKHOLDERS' EQUITY

        At December 31, 2000, the Company's Common Stock consists of
   800.0 million authorized shares with a par value of $1 per share.

        On February 7, 2000, the Company announced a stock repurchase
   program of up to $500.0 million of the Company's outstanding Common
   Stock. During 2000, the Company repurchased 15.5 million shares of its
   Common Stock at an average price of $26 per share, for a total cash
   price of $403.0 million under the program. The repurchase program
   remained in effect until December 31, 2000 and was financed through
   the use of working capital and commercial paper.

        Each share of Common Stock includes a stock purchase right (a
   "Right"). Each Right will entitle the holder, until the earlier of
   October 31, 2008 or the redemption of the Rights, to buy the number of
   shares of Common Stock having a market value of two times the exercise
   price of $200, subject to adjustment under certain circumstances. The
   Rights will be exercisable only if a person or group acquires 15% or
   more of voting power of the Company or announces a tender offer after
   which it would hold 15% or more of the Company's voting power. The
   Rights held by the 15% stockholder would not be exercisable in this
   situation.

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


                                     65





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

   11.  STOCK OPTIONS

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

    YEAR ENDED DECEMBER 31,                  2000       1999      1998
    -----------------------                  ----       ----      ----
    (In millions, except per share data)

    Net income: 
        As reported                          $421.6     $95.4    $481.8
        Pro forma                             410.5      88.2     477.5
    Diluted earnings per share:
        As reported                            $1.57     $0.34     $1.70

        Pro forma                               1.53      0.31      1.69

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

        The Company has authorized 16.3 million shares of Common Stock to
   be issued under various stock option plans. Under the Company's
   primary plan (1993 Stock Option Plan) the Company may grant options
   for up to 14.1 million shares, of which the Company has granted 7.7
   million options, and canceled 1.1 million options through December 31,
   2000. Under this plan, the option exercise price equals the Common
   Stock's closing price on the date of the grant, and options vest over
   a five-year period and expire after ten years.

        The following summarizes the changes in the number of shares of
   Common Stock under option, including options to acquire Common Stock
   resulting from the conversion of options under pre-merger Rubbermaid
   option plans:









                                     66





                                                             Weighted
                                                             Average
    2000                                      Shares      Exercise Price
    ----                                      ------      --------------
    Outstanding at beginning of year        5,819,824         $35
        Granted                             3,485,263          28
        Exercised                             (97,005)         17
        Canceled                           (1,162,583)         36
                                           ----------
    Outstanding at end of year              8,045,499          32
    Exercisable at end of year              3,215,464          33
                                           ==========
    Weighted average fair value of 
       options granted during the year     $        9
                                           ==========


                  OPTIONS OUTSTANDING AT DECEMBER 31, 2000
                                                            Weighted
    Range of             Number           Weighted          Average
    Exercise         Outstanding at        Average         Remaining
    Prices          December 31, 2000  Exercise Price   Contractual Life
    --------        -----------------  --------------   ----------------
    $13-25               614,579             $20                3
     26-35             5,209,505              30                8
     36-45             2,062,615              42                8
     46-50               158,800              48                8
                       ---------
    $13-50             8,045,499              32                8
                       =========


    

              OPTIONS EXERCISABLE AT DECEMBER 31, 2000

    Range of                  Number               Weighted
    Exercise              Exercisable at           Average
    Prices              December 31, 2000       Exercise Price
    --------            -----------------       --------------
    $13-25                     539,579                $20
     26-35                   1,708,291                 32
     36-45                     910,074                 41
     46-50                      57,520                 48
                             ---------
    $13-50                   3,215,464                 33
                             =========






                                     67





                                                             Weighted
                                                              Average
    1999                                                     Exercise
    ----                                     Shares            Price
                                             ------          --------
    Outstanding at beginning of year         4,353,147          $32
        Granted                              2,498,980           39
        Exercised                             (842,288)          30
        Canceled                              (190,015)          35
                                             ---------
    Outstanding at end of year               5,819,824           35
                                             =========
    Exercisable at end of year               2,622,352           30
                                             =========

    Weighted average fair value of
    options granted during the year          $      15
                                             =========


   1998
   ----
                                                             Weighted
                                                              Average
                                                             Exercise
                                             Shares            Price
                                             ------          ---------
    Outstanding at beginning of year       3,720,301            $28
        Granted                            1,576,467             38
        Exercised                           (753,261)            23
        Canceled                            (190,360)            30
                                           ---------
    Outstanding at end of year             4,353,147             32
                                           =========
    Exercisable at end of year             3,189,309             30
                                           =========
    Weighted average fair value of
    options granted during the year        $      13
                                           =========


        The fair value of each option grant is estimated on the date of
   grant using the Black-Scholes option pricing model with the following
   assumptions used for grants in 2000, 1999 and 1998, respectively:
   risk-free interest rate of 6.5%, 6.6% and 4.1-6.4%; expected dividend
   yields of 3.0%, 2.0%, and 1.6-2.0%; expected lives of 9.0, 9.0 and
   5.0-9.9 years; and expected volatility of 28%, 25% and 20-34%.


   12.  INCOME TAXES

        The provision for income taxes consists of the following:

                                     68





       YEAR ENDED DECEMBER 31,                   2000      1999      1998
       -----------------------                   ----      ----      ----
       (In millions)

       Current:
          Federal                              $154.8     $120.6   $217.1
          State                                  14.9        6.3     26.0
          Foreign                                34.4       18.2     10.3
                                                -----      -----    -----
                                                204.1      145.1    253.4
       Deferred                                  59.8       (9.6)    81.7
                                                -----      -----    -----
                                               $263.9     $135.5   $335.1
                                                =====      =====    =====

        The non-U.S. component of income before income taxes was $84.7
   million in 2000, $56.3 million in 1999 and $19.1 million in 1998.

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

   DECEMBER 31,                              2000      1999      1998
   ------------                              ----      ----      ----
   (In millions)

   Deferred tax assets:
       Accruals not currently deductible
          for tax purposes                  $158.7     $198.0   $132.9
       Postretirement liabilities             81.8       80.5     78.5
       Inventory reserves                     42.2       28.4     25.3
       Self-insurance liability               32.1       29.5     44.1
       Amortizable intangibles                 9.6       27.2     13.6
       Other                                   9.7        8.7      2.9
                                             -----      -----    -----
                                             334.1      372.3    297.3

   Deferred tax liabilities:
       Accelerated depreciation             (139.6)    (157.5)  (152.1)
       Prepaid pension asset                 (38.8)     (33.7)   (27.1)
       Other                                 (17.0)     (16.2)   (14.4)
                                             -----      -----    -----
                                            (195.4)    (207.4)  (193.6)
                                             -----      -----    -----
       Net deferred tax asset               $138.7     $164.9   $103.7
                                             =====      =====    =====









                                     69





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

   DECEMBER 31,                              2000      1999      1998
   ------------                              ----      ----      ----
   (In millions)
   Current net deferred income tax asset    $231.9     $250.6   $108.2

   Non-current deferred income tax
   liability                                 (93.2)     (85.7)    (4.5)
                                            ------     ------   ------
                                            $138.7     $164.9   $103.7
                                            ======     ======   ======


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




































                                     70






   YEAR ENDED DECEMBER 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In percent)

   Statutory rate                            35.0%     35.0%     35.0%
   Add (deduct) effect of:
       State income taxes, net of
         federal income tax effect            2.2       2.7       3.2
       Nondeductible trade names and
         goodwill amortization                1.3       4.2       1.3
       Nondeductible transaction costs        -        19.7       -
       Tax basis differential on sales
         of businesses                        -         -         2.7
       Other                                  -        (2.9)     (1.2)
                                             ----      ----      ----
   Effective rate                            38.5%     58.7%     41.0%
                                             ====      ====      ====

        No U.S. deferred taxes have been provided on the undistributed
   non-U.S. subsidiary earnings which are considered to be permanently
   invested. At December 31, 2000, the estimated amount of total
   unremitted non-U.S. subsidiary earnings is $18.9 million.


   13.  OTHER NONOPERATING EXPENSES (INCOME)

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

   Year Ended December 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In millions)

   Equity earnings <1>                      $(8.0)    $(8.1)    $(7.1)
   Interest income                           (5.5)     (9.9)    (14.8)
   Dividend income                           (0.1)     (0.3)     (0.1)
   (Gain)/loss on sale of marketable
     equity securities                        -         1.1    (191.5)
   Gain on sales of businesses                -         -       (59.8)
   Minority interest in income of
     subsidiary trust<2>                     26.7      26.8      26.7
   Currency translation loss                  1.9       1.1       6.0
   Other                                      1.2       1.9       3.5
                                            -----     -----    ------
                                            $16.2     $12.6   $(237.1)
                                            =====     =====   =======

   <1>  Primarily relates to the Company's investment in American Tool
        Companies, Inc., in which the Company has a 49% interest.
   <2>  Expense from Convertible Preferred Securities (see note 6).


                                     71





   14.  OTHER OPERATING INFORMATION

        BUSINESS SEGMENT INFORMATION

        The Company operates in six reportable business segments:
   Storage, Organization & Cleaning; Home Decor; Office Products;
   Infant/Juvenile Care & Play; Food Preparation, Cooking & Serving and
   Hardware & Tools.

                            NET SALES <1> <2>

   YEAR ENDED DECEMBER 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In millions)

   Storage, Organization & Cleaning       $1,833.0  $1,899.5  $2,047.0
   Home Decor                              1,392.4   1,370.4   1,242.9
   Office Products                         1,288.0   1,218.0   1,078.6
   Infant/Juvenile Care & Play               921.0     834.7     751.3
   Food Preparation, Cooking & Serving       774.4     782.2     790.0
   Hardware & Tools                          725.9     607.0     583.4
                                          --------  --------  --------
                                          $6,934.7  $6,711.8  $6,493.2
                                          ========  ========  ========

   <1>  Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
        approximately 15% of consolidated net sales in 2000 and 1999, and
        14% in 1998. Sales to no other customer exceeded 10% of
        consolidated net sales.
   <2>  All intercompany transactions have been eliminated.

                               OPERATING INCOME <3>

   Year Ended December 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In millions)
   Storage, Organization & Cleaning         $202.9     $63.3    $208.6
   Home Decor                                168.2     193.7     191.8
   Office Products                           249.3     218.3     212.3
   Infant/Juvenile Care & Play               104.2      16.2      70.2
   Food Preparation, Cooking & Serving       112.0     128.3      97.9
   Hardware & Tools                          120.2     103.7      98.4
   Corporate                                 (76.5)   (133.5)    (83.7)
                                            ------    ------    ------
                                            $880.3    $590.0    $795.5
   Restructuring Costs                       (48.6)   (246.4)   (115.2)
                                            ------    ------    ------
                                            $831.7    $343.6    $680.3
                                            ======    ======    ======

   <3>  Operating income is net sales less cost of products sold and SG&A
        expenses. Certain headquarters expenses of an operational nature
        are allocated to business segments and geographic areas primarily
        on a net sales basis. Trade names and goodwill amortization is


                                     72





        considered a corporate expense and not allocated to business
        segments.

                                IDENTIFIABLE ASSETS

   DECEMBER 31,                              2000      1999       1998
   ------------                              ----      ----       ----
   (In millions)
   Storage, Organization & Cleaning       $1,145.4   $1,155.3    $956.7
   Home Decor                                815.4      818.0     727.3
   Office Products                         1,050.9      720.8     643.0
   Infant/Juvenile Care & Play               497.1      433.9     758.8
   Food Preparation, Cooking & Serving       524.4      539.8     550.0
   Hardware & Tools                          366.9      376.5     268.5
   Corporate<4>                            2,861.7    2,679.8   2,384.9
                                           -------    -------   -------
                                          $7,261.8   $6,724.1  $6,289.2
                                           =======    =======   =======

   <4>  Corporate assets primarily include trade names and goodwill,
        equity investments and deferred tax assets.

                               CAPITAL EXPENDITURES

   Year Ended December 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In millions)

   Storage, Organization & Cleaning         $144.4     $90.8    $126.5
   Home Decor                                 17.4      21.1      26.5
   Office Products                            42.2      24.9      24.9
   Infant/Juvenile Care & Play                45.0       9.5      39.3
   Food Preparation, Cooking & Serving        36.0      38.0      47.7
   Hardware & Tools                            9.4      10.9      12.6
   Corporate                                  22.2       4.9      41.2
                                            ------    ------    ------
                                            $316.6    $200.1    $318.7
                                            ======    ======    ======

                       DEPRECIATION AND AMORTIZATION

   YEAR ENDED DECEMBER 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In millions)

   Storage, Organization & Cleaning          $78.9     $89.8     $81.9
   Home Decor                                 17.8      18.2      18.0
   Office Products                            33.9      35.7      28.7
   Infant/Juvenile Care & Play                27.7      26.5      33.6
   Food Preparation, Cooking & Serving        36.5      32.3      35.0
   Hardware & Tools                           20.0      12.3      13.2
   Corporate                                  77.8      56.9      53.4
                                            ------    ------    ------
                                            $292.6    $271.7    $263.8
                                            ======    ======    ======

                                     73





   GEOGRAPHIC AREA INFORMATION

                                 NET SALES

   Year Ended December 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In millions)
   United States                          $5,191.5  $5,135.4  $5,081.5
   Canada                                    308.9     275.6     279.7
                                           -------   -------   -------
       North America                       5,500.4   5,411.0   5,361.2
   Europe                                  1,112.5   1,015.3     894.0
   Central and South America <5>             289.0     253.8     208.2
   All other                                  32.8      31.7      29.8
                                           -------   -------   -------
                                          $6,934.7  $6,711.8  $6,493.2
                                           =======   =======   =======

      <5>  Includes Argentina, Brazil, Colombia, Mexico and Venezuela.


                             OPERATING INCOME

   YEAR ENDED DECEMBER 31,                   2000      1999      1998
   -----------------------                   ----      ----      ----
   (In millions)

   United States                            $643.4    $276.6    $617.0
   Canada                                     54.5      22.6      16.6
                                            ------    ------    ------
       North America                         697.9     299.2     633.6
   Europe                                     77.2       4.5      24.0
   Central and South America                  53.2      43.6      41.2
   All other                                   3.4      (3.7)    (18.5)
                                            ------    ------    ------
                                            $831.7    $343.6    $680.3
                                            ======    ======    ======

















                                     74





                              IDENTIFIABLE ASSETS <6>

   DECEMBER 31,                              2000      1999      1998
   ------------                              ----      ----      ----
   (In millions)

   United States                          $5,048.8  $4,813.3  $4,648.2
   Canada                                    139.9     157.1     207.0
                                           -------   -------   -------
       North America                       5,188.7   4,970.4   4,855.2
   Europe                                  1,746.4   1,459.8   1,135.2
   Central and South America                 290.2     273.2     276.7
   All other                                  36.5      20.7      22.1
                                           -------   -------   -------
                                          $7,261.8  $6,724.1  $6,289.2
                                           =======   =======   =======

   <6>  Transfers of finished goods between geographic areas are not
        significant.


   15.  LITIGATION

        The Company is subject to certain legal proceedings and claims,
   including the environmental matters described below, that have arisen
   in the ordinary conduct of its business or have been assumed by the
   Company when it purchased certain businesses. Although management of
   the Company cannot predict the ultimate outcome of these matters with
   certainty, it believes that their ultimate resolution, including any
   amounts it may be required to pay in excess of amounts reserved, will
   not have a material effect on the Company's consolidated financial
   statements.

        As of December 31, 2000, the Company was involved in various
   matters concerning federal and state environmental laws and
   regulations, including matters in which the Company has been
   identified by the U.S. Environmental Protection Agency and certain
   state environmental agencies as a potentially responsible party
   ("PRP") at contaminated sites under the Federal Comprehensive
   Environmental Response, Compensation and Liability Act ("CERCLA") and
   equivalent state laws.

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

                                     75





        Based on information available to it, the Company's estimate of
   environmental response costs associated with these matters as of
   December 31, 2000 ranged between $15.7 million and $21.6 million. As
   of December 31, 2000, the Company had a reserve equal to $20.0 million
   for such environmental response costs in the aggregate. No insurance
   recovery was taken into account in determining the Company's cost
   estimates or reserve, nor do the Company's cost estimates or reserve
   reflect any discounting for present value purposes, except with
   respect to two long term (30 years) operation and maintenance CERCLA
   matters which are estimated at present value.

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

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

        Eight complaints were filed against the Company and certain of
   its officers and directors in the U.S. District Court for the Northern
   District of Illinois on behalf of a purported class consisting of
   persons who purchased Common Stock of the Company, Newell Co. or
   Rubbermaid Incorporated during the period from October 21, 1998
   through September 3, 1999 or exchanged shares of Rubbermaid Common
   Stock for the Company's Common Stock as part of the Newell Rubbermaid
   merger. The complaints alleged that during this time period the
   defendants violated federal securities laws by issuing false and
   misleading statements concerning the Company's financial condition and
   results of operations. After the cases were consolidated before a
   single judge, the court appointed lead plaintiffs for the uncertified
   class. Plaintiffs then filed a consolidated amended class action
   complaint consisting of six counts asserting claims under Sections 11,
   12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of
   the Securities Exchange Act. All defendants moved to dismiss that
   amended complaint. On October 2, 2000, the court dismissed the amended
   complaint for failure to state a claim upon which relief may be
   granted and on November 14, 2000 rejected the plaintiffs' motion for
   reconsideration of the prior dismissal. The court dismissed the
   action, and the time for filing an appeal expired with no appeal
   having been filed. The case is therefore terminated in favor of the
   Company and the other defendants.





                                     76






   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
   AND FINANCIAL DISCLOSURE

   None.

















































                                     77






                                  PART III


   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
             --------------------------------------------------

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

   Information regarding directors of the Company is included in the
   Company's Definitive Proxy Statement for the Annual Meeting of
   Stockholders to be held May 9, 2001 ("Proxy Statement") under the
   caption "Proposal 1 - Election of Directors," which information is
   hereby incorporated by reference herein.

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


   Item 11.  EXECUTIVE COMPENSATION

   Information regarding executive compensation is included in the Proxy
   Statement under the caption "Proposal 1 - Election of Directors -
   Information Regarding Board of Directors and Committees," under the
   captions "Executive Compensation - Summary Compensation Table; -
   Option Grants in 2000; - Option Exercises in 2000; - Pension and
   Retirement Plans; - Employment Security and Other Agreements," and the
   caption "Executive Compensation Committee Interlocks and Insider
   Participation," which information is hereby incorporated by reference
   herein.


   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT
             ---------------------------------------------------

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


   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
             ----------------------------------------------
   Not applicable.











                                     78






                                   PART IV


   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
             8-K

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


        Report of Independent Public Accountants

        Consolidated Statements of Income - Years Ended December 31,
   2000, 1999 and 1998

        Consolidated Balance Sheets - December 31, 2000, 1999 and 1998

        Consolidated Statements of Cash Flows - Years Ended December 31,
   2000, 1999 and 1998

        Consolidated Statements of Stockholders' Equity - Years Ended
   December 31, 2000, 1999 and 1998

        Notes to Consolidated Financial Statements - December 31, 2000,
   1999 and 1998

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

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

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

   (b)  Reports on Form 8-K:

   None.












                                     79






                                 SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the Registrant has duly caused this
   report to be signed on its behalf by the undersigned, thereunto duly
   authorized.

                                          NEWELL RUBBERMAID INC.
                                          Registrant

                                          By    /s/ William T. Alldredge
                                               --------------------------



                                          Date   March 26, 2001

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


    Pursuant to the requirements of the Securities Exchange Act of 1934,
    this report has been signed below on March 26, 2001 by the following
    persons on behalf of the Registrant and in the capacities indicated.

     Signature                            Title
     ---------                            -----



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

      /s/ Joseph Galli, Jr.               President and Chief
     ----------------------------         Executive Officer
     Joseph Galli, Jr.                    (Principal Executive
                                          Officer)

      /s/ Jeffrey J. Burbach              Vice President-Controller
     ---------------------------          (Principal Accounting
     Jeffrey J. Burbach                   Officer)

      /s/ William T. Alldredge            Chief Financial Officer
     ---------------------------          (Principal Financial
     William T. Alldredge                 Officer)

      /s/ Alton F. Doody                  Director
     ---------------------------
     Alton F. Doody





                                     80





      /s/ Scott S. Cowen                 Director
     ---------------------------
     Scott S. Cowen

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

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

     /s/ Elizabeth Cuthbert Millett      Director
     ------------------------------
     Elizabeth Cuthbert Millett

     /s/ Cynthia A. Montgomery           Director
     ------------------------------
     Cynthia A. Montgomery

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

     /s/ Gordon R. Sullivan              Director
     ------------------------------
     Gordon R. Sullivan

     /s/ William D. Marohn               Director
     ------------------------------
     William D. Marohn





















                                     81





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

<TABLE>
<CAPTION>
                                                                       Charges to
                                       Balance at                         Other                        Balance at
      Allowance for                    Beginning                        Accounts                         End of 
      Doubtful Accounts                of Period       Provision           (A)         Write-offs        Period
      -----------------                ---------       ----------      ----------      -----------     ----------
                                                                     (in thousands)
      <S>                              <C>             <C>             <C>             <C>             <C>
      Year ended December 31, 2000      $41,870         $4,821            $4,861         ($15,454)       $36,098 

      Year ended December 31, 1999       34,157         17,928             1,922          (12,137)        41,870 

      Year ended December 31, 1998       30,075          5,488            14,028          (15,434)        34,157 
</TABLE>

         NOTE A - REPRESENTS RECOVERY OF ACCOUNTS PREVIOUSLY WRITTEN OFF
   AND NET RESERVES OF ACQUIRED OR DIVESTED BUSINESSES.


<TABLE>
<CAPTION>
                                       Balance at                                                      Balance at
                                       Beginning                                                         End of
      Inventory Reserves               of Period       Provision       Write-offs       Other(B)         Period
      ------------------               ----------      ---------       ----------       --------       ----------
                                                                     (in thousands)
      <S>                              <C>             <C>             <C>              <C>            <C>
      Year ended December 31, 2000     $119,389        $45,319           ($52,294)        $2,187        $114,601 

      Year ended December 31, 1999      113,775         75,660            (72,768)         2,722         119,389 

      Year ended December 31, 1998      119,179         13,338            (29,293)        10,551         113,775 
</TABLE>


         NOTE B - REPRESENTS NET RESERVES OF ACQUIRED AND DIVESTED
   BUSINESSES, INCLUDING PROVISIONS FOR PRODUCT LINE
   RATIONALIZATION.


<TABLE>
<CAPTION>
                                       Balance at                                                      Balance at
                                       Beginning                       Charges to                        End of
      Restructuring Reserves           of Period       Provision      Reserves (C)        Other          Period
      ----------------------           ---------       ---------      ------------        -----        ----------
                                                                     (in thousands)

      <S>                              <C>             <C>            <C>                 <C>          <C>
      Year ended December 31, 2000      $17,930        $48,561           ($44,624)              -        $21,867 

      Year ended December 31, 1999        1,559        246,381           (230,010)              -         17,930 

      Year ended December 31, 1998        1,529        115,154           (115,124)              -          1,559 
</TABLE>


         NOTE C - REPRESENTS COSTS CHARGED TO RESTRUCTURING RESERVES IN
   ACCORDANCE WITH THE RESTRUCTURING PLAN.


                                                               82





                             (C)  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                             Exhibit
                                             Number     Description of Exhibit
                                             -------    -----------------------
       <S>            <C>                    <C>        <C>

       Item 3.        Articles of              3.1      Restated Certificate of Incorporation of Newell Rubbermaid
                      Incorporation and                 Inc., as amended as of March 24, 1999 (incorporated by
                      By-Laws                           reference to Exhibit 3.1 to the Company's Current Report on
                                                        Form 8-K dated March 24, 1999).
                                               3.2      By-Laws of Newell Rubbermaid Inc., as amended through
                                                        January 5, 2001.


       Item 4.        Instruments              4.1      Restated Certificate of Incorporation of Newell Rubbermaid
                      defining the                      Inc., as amended as of March 24, 1999, is included in Item
                      rights of                         3.1.
                      security holders,
                      including inden-
                      tures
                                               4.2      By-Laws of Newell Rubbermaid Inc., as amended through
                                                        January 5, 2001, are included in Item 3.2.
                                               4.3      Rights Agreement dated as of August 6, 1998, between the
                                                        Company and First Chicago Trust Company of New York, as
                                                        Rights Agent (incorporated by reference to Exhibit 4 to the
                                                        Company's Current Report on Form 8-K dated August 6, 1998).
                                               4.4      Indenture dated as of April 15, 1992, between the Company
                                                        and The Chase Manhattan Bank (National Association), as
                                                        Trustee (incorporated by reference to Exhibit 4.4 to the
                                                        Company's Report on Form 8 amending the Company's Quarterly
                                                        Report on Form 10-Q for the quarterly period ended March 31,
                                                        1992).
                                               4.5      Indenture dated as of November 1, 1995, between the Company
                                                        and The Chase Manhattan Bank (National Association), as
                                                        Trustee (incorporated by reference to Exhibit 4.1 to the
                                                        Company's Current Report on Form 8-K dated May 3, 1996).
                                               4.6      Credit Agreement dated as of June 12, 1995 and amended and
                                                        restated as of August 5, 1997, among the Company, certain of
                                                        its affiliates, The Chase Manhattan Bank (National
                                                        Association), as Agent, and the banks whose names appear on
                                                        the signature pages thereto (incorporated by reference to

                                                        Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q
                                                        for the quarterly period ended June 30, 1997).
                                               4.7      Junior Convertible Subordinated Indenture for the 5.25%
                                                        Convertible Subordinated Debentures, dated as of December
                                                        12, 1997, among the Company and The Chase Manhattan Bank, as
                                                        Indenture Trustee (incorporated by reference to Exhibit 4.3
                                                        to the Company's Registration Statement on Form S-3, File
                                                        No. 333-47261, filed March 3, 1998 (the "1998 Form  S-3").
                                               4.8      Specimen Common Stock (incorporated by reference to Exhibit
                                                        4.1 to the Company's Registration Statement on Form S-4,
                                                        File No. 333-71747, filed February 4, 1999).


                                                               83





                                          Exhibit
                                             Number     Description of Exhibit
                                             -------    -----------------------
                                               4.9      $700,000,000 364-Day Credit Agreement dated as of October
                                                        23, 2000, among the Company, The Chase Manhattan Bank, as
                                                        Agent, and the banks whose names appear on the signature
                                                        pages thereto.

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

       Item 10.       Material                *10.1     The Newell Long-Term Savings and Investment Plan, as amended
                      Contracts                         and restated effective May 1, 1993 and amended through
                                                        December 29, 1995 (incorporated by reference to Exhibit 10.1
                                                        to the Company's Annual Report on Form 10-K for the year
                                                        ended December 31, 1998 (the "1998 Form 10-K")).
                                              *10.2     Newell Co. Deferred Compensation Plan, as amended, effective
                                                        August 1, 1980, as amended and restated effective January 1,
                                                        1997 (incorporated by reference to Exhibit 10.3 to the 1998
                                                        Form 10-K).
                                              *10.3     Newell Operating Company's ROA Cash Bonus Plan, effective
                                                        January 1, 1977, as amended (incorporated by reference to

                                                        Exhibit 10.8 to the Company's Registration Statement on Form
                                                        S-14, Reg. No. 002-71121, filed March 4, 1981).
                                              *10.4     Newell Operating Company's ROI Cash Bonus Plan, effective
                                                        January 1, 1986 (incorporated by reference to Exhibit 10.5
                                                        to the 1998 Form 10-K).
                                              *10.5     Newell Operating Company's Restated Supplemental Retirement
                                                        Plan for Key Executives, effective January 1, 1982, as
                                                        amended effective January 1, 1999.
                                              *10.6     Form of Employment Security Agreement with 10 executive
                                                        officers (incorporated by reference to Exhibit 10.10 to the
                                                        Company's Annual Report on Form 10-K for the year ended
                                                        December 31, 1990).
                                              10.7      Credit Agreement dated as of June 12, 1995 and amended and
                                                        restated as of August 5, 1997, among the Company, certain of
                                                        its affiliates, The Chase Manhattan Bank (National
                                                        Association), as Agent, and the banks whose names appear on
                                                        the signature pages thereto, is included in Item 4.6.
                                              10.8      Shareholder's Agreement and Irrevocable Proxy dated as of
                                                        June 21, 1985, among American Tool Companies, Inc., the
                                                        Company, Allen D. Petersen, Kenneth L. Cheloha, Robert W.
                                                        Brady, William L. Kiburz, Flemming Andresen and Ane C.
                                                        Patterson (incorporated by reference to Exhibit 10.15 to the
                                                        Company's Annual Report on Form 10-K for the year ended
                                                        December 31, 1997).





                                                               84





                                          Exhibit
                                             Number     Description of Exhibit
                                             -------    -----------------------
                                              *10.9     Newell Rubbermaid Inc. Amended 1993 Stock Option Plan,
                                                        effective February 9, 1993, as amended May 26, 1999
                                                        (incorporated by reference to Exhibit 10.12 to the Company's
                                                        Quarterly Report on Form 10-Q for the quarterly period ended
                                                        June 30, 1999).
                                              10.10     Amended and Restated Trust Agreement, dated as of December
                                                        12, 1997, among the Company, as Depositor, The Chase
                                                        Manhattan Bank, as Property Trustee, Chase Manhattan
                                                        Delaware, as Delaware Trustee, and the Administrative
                                                        Trustees (incorporated by reference to Exhibit 4.2 to the
                                                        1998 Form S-3).
                                              10.11     Junior Convertible Subordinated Indenture for the 5.25%
                                                        Convertible Subordinated Debentures, dated as of December
                                                        12, 1997, between the Company and The Chase Manhattan Bank,
                                                        as Indenture Trustee, is included in Item 4.7.
                                              10.12     $700,000,000 364-Day Credit Agreement dated as of October
                                                        23, 2000, between the Company and The Chase Manhattan Bank,
                                                        as agent, and certain other financial institutions, is
                                                        included in Item 4.9.
                                             *10.13     Newell Rubbermaid Medical Plan for Executives, as amended
                                                        and restated effective January 1, 2000.
                                             *10.14     Confidential Separation Agreement and General Release dated
                                                        as of October 25, 2000, between Thomas A Ferguson and the
                                                        Company.
                                             *10.15     Confidential Separation Agreement and General Release dated
                                                        as of November 29, 2000, between John J. McDonough and the
                                                        Company.

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


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

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

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

       Item 99.       Additional               99       Safe Harbor Statement.
                      Exhibits
</TABLE>

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




                                     85




                                                              EXHIBIT 3.2
                                                              -----------


                                  AMENDMENT

                                     TO

                              DELAWARE BY-LAWS

                                     OF

                           NEWELL RUBBERMAID INC.


                              AMENDMENT NO. 14

                    (Article III, Section 3.2, as amended
                by the Board of Directors on January 5, 2001)

        Section 3.2 of the By-Laws has been amended to change the number
   of directors of the Company from ten to eleven and now shall read as
   follows:

                                 ARTICLE III

                                  DIRECTORS
                                  ---------

             3.2   NUMBER, TENURE AND QUALIFICATION.  The number of
        directors of the Corporation shall be eleven, and the term
        of office of each director shall be as set forth in the
        Restated Certificate of Incorporation, as amended.  A
        director may resign at any time upon written notice to the
        Corporation.






                                   BY-LAWS

                                     OF

                           NEWELL RUBBERMAID INC.

                          (a Delaware corporation)
                        (as amended January 5, 2001)

                                  ARTICLE I

                                   OFFICES
                                   -------

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

        1.2  PRINCIPAL OFFICE IN ILLINOIS.  The principal office of the
   Corporation in the State of Illinois shall be located in the City of
   Freeport and County of Stephenson.

                                 ARTICLE
 II

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

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

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

        2.3  PLACE OF MEETING.  The Board of Directors may designate
   anyplace, either within or without the State of Delaware, as the place
   of meeting for any annual meeting or for any special meeting called by
   the Board of Directors.  If no designation is made, or if a special
   meeting be otherwise called, the place of meeting shall be the
   principal office of the Corporation in the State of Illinois.

        2.4  NOTICE OF MEETING.  Written notice stating the place, date
   and hour of the meeting, and, in the case of a special meeting, the
   purpose or purposes for which the meeting is called, shall be given





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

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

        2.6  VOTING LISTS.  The officer who has charge of the stock
   ledger of the Corporation shall prepare and make, at least ten days
   before every meeting of stockholders, a complete list of the
   stockholders entitled to vote at the meeting, arranged in alphabetical
   order, and showing the address of each stockholder and the number of
   shares registered in his name, which list, for a period of ten days
   prior to such meeting, shall be kept on file either at a place within
   the city where the meeting is to be held and which place shall be
   specified in the notice of the meeting, or, if not so specified, at
   the place where the meeting is to be held, and shall be open to the
   examination of any stockholder, for any purpose germane to the

                                    - 2 -





   meeting, at any time during ordinary business hours.  Such lists shall
   also be produced and kept at the time and place of the meeting during
   the whole time thereof, and may be inspected by any stockholder who is
   present.  The stock ledger shall be the only evidence as to who are
   the stockholders entitled to examine the stock ledger, the list of
   stockholders entitled to vote, or the books of the Corporation, or to
   vote in person or by proxy at any meeting of stockholders.

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

        2.8  PROXIES.  Each stockholder entitled to vote at a meeting of
   stockholders or to express consent or dissent to corporate action in
   writing without a meeting may authorize another person or persons to
   act for such stockholder by proxy, but no such proxy shall be voted or
   acted upon after three years from its date, unless the proxy provides
   for a longer period.  Without limiting the manner in which a
   stockholder may authorize another person or persons to act for such
   stockholder as proxy pursuant to the foregoing sentence, a stockholder
   may validly grant such authority (i) by executing a writing
   authorizing another person or persons to act for such stockholder as
   proxy or (ii) by authorizing another person or persons to act for such
   stockholder as proxy by transmitting or authorizing the transmission
   of a telegram, cablegram, or other means of electronic transmission to
   the person who will be the holder of the proxy or to a proxy
   solicitation firm, proxy support service organization or like agent
   duly authorized by the person who will be the holder of the proxy to
   receive such transmission, provided that any such telegram, cablegram
   or other means of electronic transmission must either set forth or be
   submitted with information from which it can be determined that the
   telegram, cablegram or other electronic transmission was authorized by
   the stockholder, or by any other means permitted under the Delaware
   General Corporation Law.

        2.9  VOTING OF STOCK.  Each stockholder shall be entitled to such
   vote as shall be provided in the Certificate of Incorporation, or,

                                    - 3 -





   absent provision therein fixing or denying voting rights, shall be
   entitled to one vote per share with respect to each matter submitted
   to a vote of stockholders.

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

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

                                 ARTICLE III

                                  DIRECTORS
                                  ---------

        3.1  GENERAL POWERS.  The business of the Corporation shall be
   managed by its Board of Directors.

        3.2  NUMBER, TENURE AND QUALIFICATION.  The number of directors
   of the Corporation shall be eleven, and the term of office of each
   director shall be as set forth in the Restated Certificate of
   Incorporation, as amended.  A director may resign at any time upon
   written notice to the Corporation.  Directors need not be stockholders
   of the Corporation.

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

        3.4  SPECIAL MEETINGS.  Special meetings of the Board of
   Directors may be called by or at the request of the Chief Executive

                                    - 4 -





   Officer or any two directors.  The person or persons authorized to
   call special meetings of the Board of Directors may fix any place,
   either within or without the State of Delaware, as the place for
   holding any special meeting of the Board of Directors called by him or
   them.

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

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

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

                                    - 5 -





   notice.  Interested directors may be counted in determining the
   presence of a quorum at a meeting of the Board of Directors or of a
   committee thereof.

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

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

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

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

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

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

                                    - 6 -





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

        3.14 CHAIRMAN AND VICE CHAIRMEN.  The Board of Directors may from
   time to time designate from among its members a Chairman of the Board
   and one or more Vice Chairmen.  The Chairman shall preside at all
   meetings of the Board of Directors.  In the absence of the Chairman of
   the Board, the Chief Executive Officer and the President and Chief
   Operating Officer, and, in their absence, a Vice Chairman (with the
   longest tenure as Vice Chairman), shall preside at all meetings of the
   Board of Directors.  The Chairman and each of the Vice Chairmen shall
   have such other responsibilities as may from time to time be assigned
   to each of them by the Board of Directors.

                                 ARTICLE IV

                                  OFFICERS
                                  --------

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

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

        4.3  REMOVAL.  Any officer elected by the Board of Directors
   maybe removed by the Board of Directors whenever in its judgement the
   best interests of the Corporation would be served thereby, but such

                                    - 7 -





   removal shall be without prejudice to the contract rights, if any, of
   the person so removed.

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

        4.5  [INTENTIONALLY OMITTED.]

        4.6  THE CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
   shall be the principal executive officer of the Corporation.  Subject
   only to the Board of Directors, he shall be in charge of the business
   of the Corporation; he shall see that the resolutions and directions
   of the Board of Directors are carried into effect except in those
   instances in which that responsibility is specifically assigned to
   some other person by the Board of Directors; and, in general, he shall
   discharge all duties incident to the office of the chief executive
   officer of the Corporation and such other duties as may be prescribed
   by the Board of Directors from time to time.  In the absence of the
   Chairman of the Board, the Chief Executive Officer shall preside at
   all meetings of the Board of Directors.  The Chief Executive Officer
   shall have authority to vote or to refrain from voting any and all
   shares of capital stock of any other corporation standing in the name
   of the Corporation, by the execution of a written proxy, the execution
   of a written ballot, the execution of a written consent or otherwise,
   and, in respect to any meeting of the stockholders of such other
   corporation, and, on behalf of the Corporation, may waive any notice
   of the calling of any such meeting.  The Chief Executive Officer or,
   in his absence, the President and Chief Operating Officer, the Vice
   President-Finance, the Vice President-Controller, the Treasurer or
   such other person as the Board of Directors or one of the preceding
   named officers shall designate, shall call any meeting of the
   stockholders of the Corporation to order and shall act as chairman of
   such meeting.  In the event that no one of the Chief Executive
   Officer, the President and Chief Operating Officer, the Vice
   President-Finance, the Vice President-Controller, the Treasurer or a
   person designated by the Board of Directors or by one of the preceding
   named officers, is present, the meeting shall not be called to order
   until such time as there shall be present the Chief Executive Officer,
   the President and Chief Operating Officer, the Vice President-Finance,
   the Vice President-Controller, the Treasurer or a person designated by
   the Board of Directors or by one of the preceding named officers.  The
   chairman of any meeting of the stockholders of this Corporation shall
   have plenary power to set the agenda, determine the procedure and
   rules of order, and make definitive rulings at meetings of the
   stockholders.  The Secretary or an Assistant Secretary of the
   Corporation shall act as secretary at all meetings of the
   stockholders, but in the absence of the Secretary or an Assistant
   Secretary, the chairman of the meeting may appoint any person to act
   as secretary of the meeting.


                                    - 8 -





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

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

        4.9  THE VICE PRESIDENTS.  Each of the Vice Presidents shall
   report to the President and Chief Operating Officer or such other

                                    - 9 -





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

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

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

                                  ARTICLE V

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

        5.1  CONTRACTS.  Except as otherwise determined by the Board of
   Directors or provided in these By-Laws, all deeds and mortgages made
   by the Corporation and all other written contracts and agreements to
   which the Corporation shall be a party shall be executed in its name
   by the Chief Executive Officer, the President and Chief Operating


                                   - 10 -





   Officer, or any Vice President so authorized by the Board of
   Directors.

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

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

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

                                 ARTICLE VI

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

        6.1  SHARE OWNERSHIP; TRANSFERS OF STOCK.  Shares of the capital
   stock of the Corporation may be certificated or uncertificated. 
   Owners of shares of the capital stock of the Corporation shall be
   recorded in the books of the Corporation and ownership of such shares
   shall be evidenced by a certificate or book entry notation in the
   books of the Corporation.  If shares are represented by certificates,
   such certificates shall be in such form as may be determined by the
   Board of Directors.  Certificates shall be signed by the Chief
   Executive Officer or the President and Chief Operating Officer or any
   Vice President and by the Treasurer or the Secretary or an Assistant
   Secretary.  If any such certificate is countersigned by a transfer
   agent other than the Corporation or its employee, or by a registrar
   other than the Corporation or its employee, any other signature on the
   certificate may be a facsimile.  In case any officer, transfer agent
   or registrar who has signed or whose facsimile signature has been
   placed upon a certificate shall have ceased to be such officer,
   transfer agent or registrar before such certificate is issued, it may
   be issued by the Corporation with the same effect as if he were such
   officer, transfer agent or registrar at the date of issue.  All
   certificates for shares of capital stock shall be consecutively
   numbered or otherwise identified.  The name of the person to whom the
   shares represented thereby are issued, with the number of shares and
   date of issue, shall be entered on the books of the Corporation.  Each
   certificate surrendered to the Corporation for transfer shall be
   cancelled and no new certificate or other  evidence of new shares

                                   - 11 -





   shall be issued until the former certificate for alike number of
   shares shall have been surrendered and cancelled, except that in case
   of a lost, destroyed or mutilated certificate, a new certificate or
   other evidence of new shares may be issued therefor upon such terms
   and indemnity to the Corporation as the Board of Directors may
   prescribe. Uncertificated shares shall be transferred in the books of
   the Corporation upon the written instruction originated by the
   appropriate person to transfer the shares.

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

                                 ARTICLE VII

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

        7.1  LIMITED LIABILITY OF DIRECTORS.

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

        (b)  Any repeal or modification of the foregoing paragraph by the
   stockholders of this Corporation shall not adversely affect the

                                   - 12 -





   elimination or limitation of the personal liability of a director for
   any act or omission occurring prior to the effective date of such
   repeal or modification.  This provision shall not eliminate or limit
   the liability of a director for any act or omission occurring prior to
   the effective date of this By-Law.

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

        7.3  LITIGATION BY OR IN THE RIGHT OF THE CORPORATION.  The
   Corporation shall indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action or suit by or in the right of the Corporation to procure a
   judgment in its favor by reason of the fact that he is or was or has
   agreed to become a director or officer of the Corporation, or is or
   was serving or has agreed to serve at the request of the Corporation
   as a director or officer of another corporation, partnership, joint
   venture, trust or other enterprise, or by reason of any action alleged
   to have been taken or omitted in such capacity against Expenses
   actually and reasonably incurred by him in connection with the

                                   - 13 -





   investigation, defense or settlement of such action or suit and any
   appeal thereof if he acted in good faith and in a manner he reasonably
   believed to be in or not opposed to the best interests of the
   Corporation and except that no indemnification shall be made in
   respect of any claim, issue or matter as to which such person shall
   have been adjudged to be liable to the Corporation unless and only to
   the extent that the Court of Chancery of Delaware or the court in
   which such action or suit was brought shall determine upon application
   that, despite the adjudication of liability but in view of all the
   circumstances of the case, such person is fairly and reasonably
   entitled to indemnity for such Expenses as the Court of Chancery of
   Delaware or such other court shall deem proper.

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

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

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

        7.7  DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.  The
   determination of the entitlement of any person to indemnification
   under section 7.2, 7.3 or 7.4 or to advancement of Expenses under
   section 7.6 of these By-Laws shall be made promptly, and in any event
   within 60 days after the Corporation has received a written request
   for payment from or on behalf of a director or officer and payment of
   amounts due under such sections shall be made immediately after such
   determination.  If no disposition of such request is made within said
   60 days or if payment has not been made within 10 days thereafter, or

                                   - 14 -





   if such request is rejected, the right to indemnification or
   advancement of Expenses provided by this By-Law shall be enforceable
   by or on behalf of the director or officer in any court of competent
   jurisdiction.  In addition to the other amounts due under this By-Law,
   Expenses incurred by or on behalf of a director or officer in
   successfully establishing his right to indemnification or advancement
   of Expenses, in whole or in part, in any such action (or settlement
   thereof) shall be paid by the Corporation.

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

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

        7.10 INSURANCE.  The Corporation shall have power to purchase and
   maintain insurance on behalf of any person who is or was or has to
   become a director or officer of the Corporation, or is or was serving
   or has agreed to serve at the request of the Corporation as a director
   or officer of another corporation, partnership, joint venture, trust
   or other enterprise, against any liability asserted against him and
   incurred by him in any such capacity, or arising out of his status as


                                   - 15 -





   such, whether or not the Corporation would have the power to indemnify
   him against such liability under the provisions of these By-Laws.

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

                                ARTICLE VIII

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

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

                                 ARTICLE IX

                                  DIVIDENDS
                                  ---------

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


                                  ARTICLE X

                                    SEAL
                                    ----

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









                                   - 16 -





                                 ARTICLE XI

                              WAIVER OF NOTICE

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

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

                                 ARTICLE XII

                                 AMENDMENTS
                                 ----------

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

























                                   - 17 -
   

                                                              EXHIBIT 4.9
                                                              -----------






                           NEWELL RUBBERMAID INC.

                   _______________________________________



                          364-DAY CREDIT AGREEMENT


                        Dated as of October 23, 2000


                   _______________________________________


                                $700,000,000

                   _______________________________________


                          THE CHASE MANHATTAN BANK,
                           as Administrative Agent

                   _______________________________________

                           CHASE SECURITIES INC.,
                 as Advisor, Lead Arranger and Book Manager
                            ROYAL BANK OF CANADA,
                            as Syndication Agent
                               BANK ONE, NA, 
                           as Documentation Agent





                              TABLE OF CONTENTS


                                                                     Page
                                                                     ----


   SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS  . . . . . . . . .    1
        1.01  CERTAIN DEFINED TERMS  . . . . . . . . . . . . . . . .    1
        1.02  ACCOUNTING TERMS AND DETERMINATIONS  . . . . . . . . .   16
        1.03  TYPES OF LOANS . . . . . . . . . . . . . . . . . . . .   17
        1.04  TERMS GENERALLY  . . . . . . . . . . . . . . . . . . .   17

   SECTION 2. COMMITMENTS  . . . . . . . . . . . . . . . . . . . . .   18
        2.01  COMMITTED LOANS  . . . . . . . . . . . . . . . . . . .   18
        2.02  BORROWINGS OF COMMITTED LOANS  . . . . . . . . . . . .   18
        2.03  COMPETITIVE LOANS  . . . . . . . . . . . . . . . . . .   19
        2.04  BORROWINGS BY DESIGNATED BORROWERS . . . . . . . . . .   24
        2.05  CHANGES OF COMMITMENTS . . . . . . . . . . . . . . . .   25
        2.06  FEES . . . . . . . . . . . . . . . . . . . . . . . . .   25
        2.07  LENDING OFFICES  . . . . . . . . . . . . . . . . . . .   26
        2.08  SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT  . . . . . .   26
        2.09  EVIDENCE OF DEBT . . . . . . . . . . . . . . . . . . .   26
        2.10  PREPAYMENTS  . . . . . . . . . . . . . . . . . . . . .   27

   SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST . . . . . . . . . .   27
        3.01  REPAYMENT OF LOANS . . . . . . . . . . . . . . . . . .   27
        3.02  INTEREST . . . . . . . . . . . . . . . . . . . . . . .   27
        3.03  REDENOMINATION . . . . . . . . . . . . . . . . . . . .   28

   SECTION 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC  . . .   29
        4.01  PAYMENTS . . . . . . . . . . . . . . . . . . . . . . .   29
        4.02  PRO RATA TREATMENT . . . . . . . . . . . . . . . . . .   30
        4.03  COMPUTATIONS . . . . . . . . . . . . . . . . . . . . .   30
        4.04  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT . . .   30
        4.05  SET-OFF; SHARING OF PAYMENTS . . . . . . . . . . . . .   31

   SECTION 5. YIELD PROTECTION AND ILLEGALITY  . . . . . . . . . . .   32
        5.01  ADDITIONAL COSTS . . . . . . . . . . . . . . . . . . .   32
        5.02  LIMITATION ON TYPES OF LOANS
 . . . . . . . . . . . . .   35
        5.03  ILLEGALITY . . . . . . . . . . . . . . . . . . . . . .   35
        5.04  BASE RATE LOANS PURSUANT TO SECTIONS 5 . . . . . . . .   35
        5.05  COMPENSATION . . . . . . . . . . . . . . . . . . . . .   36
        5.06  TAXES  . . . . . . . . . . . . . . . . . . . . . . . .   37
        5.07  REPLACEMENT OF LENDERS . . . . . . . . . . . . . . . .   38

   SECTION 6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . .   39
        6.01  EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . .   39
        6.02  INITIAL AND SUBSEQUENT CREDIT EXTENSIONS . . . . . . .   40

   SECTION 7. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . .   40
        7.01  CORPORATE EXISTENCE  . . . . . . . . . . . . . . . . .   40

                                     -i-





        7.02  FINANCIAL CONDITION  . . . . . . . . . . . . . . . . .   40
        7.03  LITIGATION . . . . . . . . . . . . . . . . . . . . . .   41
        7.04  NO BREACH  . . . . . . . . . . . . . . . . . . . . . .   41
        7.05  CORPORATE ACTION . . . . . . . . . . . . . . . . . . .   42
        7.06  APPROVALS  . . . . . . . . . . . . . . . . . . . . . .   42
        7.07  USE OF CREDIT  . . . . . . . . . . . . . . . . . . . .   42
        7.08  ERISA  . . . . . . . . . . . . . . . . . . . . . . . .   42
        7.09  CREDIT AGREEMENTS  . . . . . . . . . . . . . . . . . .   42
        7.10  HAZARDOUS MATERIALS  . . . . . . . . . . . . . . . . .   43
        7.11  TAXES  . . . . . . . . . . . . . . . . . . . . . . . .   43
        7.12  TRUE AND COMPLETE DISCLOSURE . . . . . . . . . . . . .   43
        7.13  SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . .   44
        7.14  COMPLIANCE WITH LAW  . . . . . . . . . . . . . . . . .   44
        7.15  DESIGNATED BORROWER APPROVALS  . . . . . . . . . . . .   44

   SECTION 8. COVENANTS OF THE COMPANY . . . . . . . . . . . . . . .   44
        8.01  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . .   45
        8.02  LITIGATION . . . . . . . . . . . . . . . . . . . . . .   47
        8.03  CORPORATE EXISTENCE, ETC . . . . . . . . . . . . . . .   47
        8.04  INSURANCE  . . . . . . . . . . . . . . . . . . . . . .   48
        8.05  USE OF PROCEEDS  . . . . . . . . . . . . . . . . . . .   48
        8.06  INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . .   48
        8.07  FUNDAMENTAL CHANGES  . . . . . . . . . . . . . . . . .   49
        8.08  LIENS  . . . . . . . . . . . . . . . . . . . . . . . .   50
        8.09  LINES OF BUSINESSES  . . . . . . . . . . . . . . . . .   51
        8.10  TOTAL INDEBTEDNESS TO TOTAL CAPITAL  . . . . . . . . .   51

   SECTION 9. EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . .   51

   SECTION 10. THE ADMINISTRATIVE AGENT  . . . . . . . . . . . . . .   55
        10.01  APPOINTMENT, POWERS AND IMMUNITIES  . . . . . . . . .   55
        10.02  RELIANCE BY ADMINISTRATIVE AGENT  . . . . . . . . . .   55
        10.03  DEFAULTS  . . . . . . . . . . . . . . . . . . . . . .   56
        10.04  RIGHTS AS A LENDER  . . . . . . . . . . . . . . . . .   56
        10.05  INDEMNIFICATION . . . . . . . . . . . . . . . . . . .   56
        10.06  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER
               LENDERS . . . . . . . . . . . . . . . . . . . . . . .   57
        10.07  FAILURE TO ACT  . . . . . . . . . . . . . . . . . . .   57
        10.08  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT  . . .   57
        10.09  LEAD ARRANGER AND OTHER AGENTS  . . . . . . . . . . .   58

   SECTION 11. GUARANTEE . . . . . . . . . . . . . . . . . . . . . .   58
        11.01  GUARANTEE . . . . . . . . . . . . . . . . . . . . . .   58
        11.02  OBLIGATIONS UNCONDITIONAL . . . . . . . . . . . . . .   58
        11.03  REINSTATEMENT . . . . . . . . . . . . . . . . . . . .   59
        11.04  SUBROGATION . . . . . . . . . . . . . . . . . . . . .   59
        11.05  REMEDIES  . . . . . . . . . . . . . . . . . . . . . .   59
        11.06  CONTINUING GUARANTEE  . . . . . . . . . . . . . . . .   60

   SECTION 12. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . .   60
        12.01  WAIVER  . . . . . . . . . . . . . . . . . . . . . . .   60
        12.02  NOTICES . . . . . . . . . . . . . . . . . . . . . . .   60

                                    -ii-





        12.03  EXPENSES, ETC . . . . . . . . . . . . . . . . . . . .   60
        12.04  AMENDMENTS, ETC . . . . . . . . . . . . . . . . . . .   61
        12.05  ASSIGNMENTS AND PARTICIPATIONS  . . . . . . . . . . .   62
        12.06  SURVIVAL  . . . . . . . . . . . . . . . . . . . . . .   63
        12.07  CAPTIONS  . . . . . . . . . . . . . . . . . . . . . .   64
        12.08  COUNTERPARTS; EFFECTIVENESS . . . . . . . . . . . . .   64
        12.09  GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS;
               WAIVER OF JURY TRIAL; ETC . . . . . . . . . . . . . .   64
        12.10  SUCCESSORS AND ASSIGNS  . . . . . . . . . . . . . . .   65
        12.11  JUDGMENT CURRENCY . . . . . . . . . . . . . . . . . .   65
        12.12  EUROPEAN MONETARY UNION . . . . . . . . . . . . . . .   66


   Annex I        -    Commitments
   Schedule I     -    List of Indebtedness
   Schedule II    -    List of Certain Liens

   EXHIBIT A-1    -    Form of Opinion of Special Illinois Counsel
   EXHIBIT A-2    -    Form of Opinion of Andrea Horne, Esq., Associate
                       General Counsel to the Company and its
                       Subsidiaries
   EXHIBIT B      -    Form of Opinion of Special New York Counsel to the
                       Administrative Agent 
   EXHIBIT C      -    Form of Competitive Bid Request
   EXHIBIT D      -    Form of Competitive Bid
   EXHIBIT E-1    -    Form of Designation Letter
   EXHIBIT E-2    -    Form of Termination Letter
   EXHIBIT F      -    Form of Assignment and Acceptance

























                                    -iii-





             364-DAY CREDIT AGREEMENT dated as of October 23, 2000,
   between NEWELL RUBBERMAID INC., a corporation duly organized and
   validly existing under the laws of the State of Delaware (together
   with its successors, the "Company"); each of the lenders which is a
   signatory hereto (together with its successors and permitted assigns,
   individually, a "Lender" and, collectively, the "Lenders"); and THE
   CHASE MANHATTAN BANK, as administrative agent for the Lenders (in such
   capacity, together with its successors in such capacity, the
   "Administrative Agent").

             The Company has requested that the Lenders make loans to it
   and the other Borrowers (as hereinafter defined) in an aggregate
   principal amount not exceeding $700,000,000 at any one time
   outstanding.  The Lenders are prepared to make such loans upon the
   terms and conditions hereof, and, accordingly, the parties agree as
   follows:

             SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS.


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

             "Adjusted LIBO Rate" shall mean, for any LIBO Rate Loan, a
   rate per annum (rounded upwards, if necessary, to the nearest 1/16 of
   1%) determined by the Administrative Agent to be equal to the LIBO
   Rate for the Interest Period for such Loan divided by 1 minus the
   Reserve Requirement for such Loan for such Interest Period.

             "Administrative Agent's Account" shall mean, in respect of
   any Currency, such account as the Administrative Agent shall designate
   in a notice to the Company and the Lenders.

             "Administrative Questionnaire" shall mean an Administrative
   Questionnaire in the form supplied by the Administrative Agent.

             "Affiliate" shall mean, with respect to any Person, any
   other Person that directly or indirectly controls or is controlled by
   or is under common control with such Person.

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

                              Credit Agreement
                              ----------------





                                     -2-

   thereon, unless such authorization has been obtained and is in full
   force and effect.

             "Applicable Facility Fee Rate" and "Applicable Margin" shall
   mean, during any period when the Rating is at one of the Rating Groups
   specified below, the percentage set forth below opposite the reference
   to such fee or to the relevant Type of Committed Loan:

                             Rating   Rating    Rating   Rating   Rating
                              Group    Group    Group    Group    Group
          Fee or Loan           I       II       III       IV       V
          -----------        ------   ------    ------   ------   ------

   Applicable Facility        0.050%   0.060%   0.080%   0.090%   0.160%
   Fee Rate


   Applicable Margin for      0.125%   0.165%   0.170%   0.185%   0.340%
   Committed LIBOR Loans

   Applicable Margin for      0.0%     0.0%     0.0%     0.0%     0.0%
   Base Rate Loans


   Any change in the Applicable Facility Fee Rate or in the Applicable
   Margin by reason of a change in the Moody's Rating or the Standard &
   Poor's Rating shall become effective on the date of announcement or
   publication by the respective Rating Agency of a change in such Rating
   or, in the absence of such announcement or publication, on the
   effective date of such changed rating.

             "Applicable Lending Office" shall mean for each Lender and
   for each Type and Currency of Loan the lending office of such Lender
   (or of an Affiliate of such Lender) designated for such Type and
   Currency of Loan in the Administrative Questionnaire submitted by such
   Lender or such other office of such Lender (or of an Affiliate of such
   Lender) as such Lender may from time to time specify to the
   Administrative Agent and the Company.

             "Approved Designated Borrower" shall mean (i) any Domestic
   Subsidiary that is a Wholly-Owned Subsidiary of the Company as to
   which a Designation Letter has been delivered to the Administrative
   Agent and as to which a Termination Letter shall not have been
   delivered to the Administrative Agent, which Subsidiary has been
   approved as a borrower hereunder by all of the Lenders, all in
   accordance with Section 2.04, and (ii) for the purposes of Section
   5.06, also the Company.



                              Credit Agreement
                              ----------------





                                     -3-

             "Assignment and Acceptance" shall mean an assignment and
   acceptance entered into by a Lender and an assignee (with the consent
   of any party whose consent is required by Section 12.05), and accepted
   by the Administrative Agent, in the form of Exhibit F or any other
   form approved by the Administrative Agent.

             "Bankruptcy Code" means the United States Bankruptcy Code of
   1978, as amended from time to time.

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

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

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

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

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

             "Capital Lease Obligations" shall mean, as to any Person,
   the obligations of such Person to pay rent or other amounts under a

                              Credit Agreement
                              ----------------





                                     -4-

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

             "Chase" shall mean The Chase Manhattan Bank.

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

             "Commitment" shall mean, as to each Lender, the obligation
   of such Lender to make Committed Loans in an aggregate amount at any
   one time outstanding equal to the amount set opposite such Lender's
   name on Annex I hereto under the caption "Commitment" (as the same may
   be reduced pursuant to Section 2.05).  The original aggregate
   principal amount of the Commitments is $700,000,000.

             "Commitment Termination Date" shall mean October 22, 2001;
   provided that, if such date is not a Business Day, the Commitment
   Termination Date shall be the next preceding Business Day.

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

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

             "Competitive Affiliate Loan" means a Competitive Loan to be
   made by an Affiliate of a Lender pursuant to Section 2.03(h).

             "Competitive Bid" shall have the meaning assigned to that
   term in Section 2.03(c)(i).

             "Competitive Bid Rate" shall have the meaning assigned to
   that term in Section 2.03(c)(ii)(D).

             "Competitive Bid Request" shall have the meaning assigned to
   that term in Section 2.03(b).

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




                              Credit Agreement
                              ----------------





                                     -5-

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

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

             "Competitive Loans" shall mean the loans provided for by
   Section 2.03.

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

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

             "Currency" shall mean Dollars or any Alternative Currency.

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

             "Designated Borrower" shall mean any Wholly-Owned Subsidiary
   of the Company as to which a Designation Letter has been delivered to
   the Administrative Agent and as to which a Termination Letter shall
   not have been delivered to the Administrative Agent in accordance with
   Section 2.04; and the term "Designated Borrower" shall include any
   Approved Designated Borrower.

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

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

             "Disposition" shall have the meaning assigned to that term
   in Section 8.07(vi).

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

             "Dollar Equivalent" shall mean, with respect to any Loan
   denominated in an Alternative Currency, the amount of Dollars that
   would be required to purchase the amount of the Alternative Currency
   of such Loan on the date such Loan is requested (or, (a) in the case
   of Competitive Loans, the date of the related Competitive Bid Request
   and (b) in the case of any redenomination under Section 3.03, on the
   date of such redenomination), based upon the arithmetic mean (rounded
   upwards, if necessary, to the nearest 1/100 of 1%), as determined by

                              Credit Agreement
                              ----------------





                                     -6-

   the Administrative Agent, of the spot selling rate at which the
   Reference Banks offer to sell such Alternative Currency for Dollars in
   the London foreign exchange market at approximately 11:00 a.m. London
   time for delivery two Business Days later. 

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

             "Domestic Subsidiary" shall mean any Subsidiary of the
   Company that is incorporated under the laws of the United States of
   America or any State thereof or the District of Columbia.

             "Effective Date" shall mean the date on which the conditions
   specified in Section 6.01 are satisfied (or waived in accordance with
   Section 12.01).

             "EMU" shall mean economic and monetary union in accordance
   with the Treaty of Rome 1957, as amended by the Single European Act
   1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998,
   as amended from time to time.

             "EMU Legislation" shall mean legislative measures of the
   European Council for the introduction of, changeover to or operation
   of a single or unified European currency (whether known as the "euro"
   or otherwise).

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

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

             "Environmental Laws" shall mean any and all Federal, state,
   local and foreign statutes, laws, regulations, ordinances, rules,
   judgments, orders, decrees, permits, concessions, grants, franchises,

                              Credit Agreement
                              ----------------





                                     -7-

   licenses, agreements or other governmental restrictions relating to
   the environment or to emissions, discharges, releases or threatened
   releases of pollutants, contaminants, chemicals or industrial, toxic
   or hazardous substances or wastes into the environment, including,
   without limitation, ambient air, surface water, ground water or land,
   or otherwise relating to the manufacture, processing, distribution,
   use, treatment, storage, disposal, transport or handling of
   pollutants, contaminants, chemicals or industrial, toxic or hazardous
   substances or wastes.

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

             "ERISA Affiliate" shall mean any trade or business (whether
   or not incorporated) that, together with the Company, is treated as a
   single employer under Section 414(b) or (c) of the Code, or, solely
   for purposes of Section 302 of ERISA and Section 412 of the Code, is
   treated as a single employer under Section 414 of the Code.

             "Euro" shall mean the single currency of Participating
   Member States introduced in accordance with the provisions of the EMU
   Legislation.

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

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

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


                              Credit Agreement
                              ----------------





                                     -8-

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

             "Foreign Subsidiary" shall mean any Subsidiary of the
   Company that is not a Domestic Subsidiary.

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

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

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

                              Credit Agreement
                              ----------------





                                     -9-

   unpaid reimbursement obligations of such Person (other than contingent
   obligations) in respect of commercial, standby or performance letters
   of credit.

             "Interest Period" shall mean:

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

             (b)  with respect to any Base Rate Loan, the period
   commencing on the date such Base Rate Loan is made and ending on the
   first Quarterly Date thereafter;

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

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

   Notwithstanding the foregoing:  (i) if any Interest Period would
   otherwise commence before and end after the Commitment Termination
   Date, such Interest Period shall not be available hereunder; (ii) each
   Interest Period which would otherwise end on a day which is not a
   Business Day shall end on the next succeeding Business Day (or, in the
   case of an Interest Period for any LIBO Rate Loans, if such next
   succeeding Business Day falls in the next succeeding calendar month,
   on the next preceding Business Day); and (iii) notwithstanding clause
   (i) above, no Interest Period for any LIBO Rate Loans shall have a
   duration of less than one month and, if the Interest Period for any
   such Loans would otherwise be a shorter period, such Loans shall not
   be available hereunder.


                              Credit Agreement
                              ----------------





                                    -10-

             "Investment Amount" shall mean the amount described as an
   "Investment Amount" in a Receivables Sale Agreement.

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

             "Lender Affiliate" shall have the meaning assigned to that
   term in Section 2.03(h).

             "LIBO Rate" shall mean, for the Interest Period for any LIBO
   Rate Loan, the rate for deposits in the relevant Currency with a
   maturity comparable to such Interest Period commencing on the first
   day of such Interest Period appearing on Page 3750 of the Telerate
   Service (or on any successor or substitute page of such Service, or
   any successor to or substitute for such Service, providing rate
   quotations comparable to those currently provided on such page for
   such Service, as determined by the Administrative Agent, with written
   notice to the Borrower, from time to time for purposes of providing
   quotations of interest rates applicable to such Currency deposits in
   the London interbank market) at approximately 11:00 a.m., London time,
   on the Quotation Date for such Currency; PROVIDED that the LIBO Rate
   for any LIBO Rate Loan denominated in Pounds Sterling for any Interest
   Period shall be increased by any Mandatory Costs (but only to the
   extent applicable to any Lender).  

             In the event that such rate is not available for any reason,
   the LIBO Rate shall mean, with respect to such LIBO Rate Loan for such
   Interest Period, the rate at which deposits of $1,000,000 (or, in the
   case where a LIBO Rate Loan is a Currency other than Dollars, the
   Foreign Currency Equivalent thereof) and for a maturity comparable to
   such Interest Period are offered by the Reference Banks to leading
   banks in the London interbank market as of the 11:00 a.m., London
   time, on the Quotation Date for such Currency; PROVIDED that (i) if
   any Reference Bank is not participating in any borrowing of LIBO Rate
   Loans, the LIBO Rate for such Loans shall be determined by reference
   to the amount of the Loan which such Reference Bank would have made
   had it been participating in such Loans, (ii) in determining the LIBO
   Rate with respect to any Competitive LIBOR Loan, each Reference Bank
   shall be deemed to have made a Competitive LIBOR Loan in an amount
   equal to $1,000,000, (iii) each Reference Bank agrees to use its best
   efforts to furnish timely information to the Administrative Agent for
   purposes of determining the LIBO Rate and (iv) if any Reference Bank
   does not furnish such timely information for determination of the LIBO
   Rate, the Administrative Agent shall determine such interest rate on


                              Credit Agreement
                              ----------------





                                    -11-

   the basis of timely information furnished by the remaining Reference
   Banks.

             "LIBO Rate Loans" shall mean Committed LIBOR Loans and
   Competitive LIBOR Loans.

             "LIBOR Auction" shall mean a solicitation of Competitive
   Bids setting forth Margins based on the Adjusted LIBO Rate pursuant to
   Section 2.03.

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

             "Loans" shall mean Committed Loans and Competitive Loans.

             "Majority Lenders" shall mean Lenders having at least 51% of
   (i) the aggregate amount of the Commitments and (ii) if the
   Commitments shall have been terminated, the aggregate outstanding
   principal amount of all Loans.

             "Mandatory Cost" shall mean, with respect to any Lender, the
   cost, if any, imputed to such Lender of compliance with the cash ratio
   and special deposit requirements of the Bank of England and/or the
   banking supervision or other costs imposed by the Financial Services
   Authority during the relevant period, as determined by the Bank of
   England and/or Financial Services Authority during such relevant
   period.

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

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

             "Moody's" shall mean Moody's Investors Service, Inc. or any
   successor thereto.




                              Credit Agreement
                              ----------------





                                    -12-

             "Moody's Rating" shall mean, as of any date, the rating most
   recently published by Moody's relating to the unsecured, long-term,
   senior debt securities of the Company.

             "Multiemployer Plan" shall mean a multiemployer plan as
   defined in Section 4001(a)(3) of ERISA.

             "National Currency" shall mean the currency, other than the
   Euro, of a Participating Member State.

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

             "Non-Strategic Property" shall mean Property acquired as
   part of the acquisition of a business made after December 31, 1999
   that is designated by resolution of the Board of Directors of the
   Company adopted no later than six months after such acquisition as
   non-strategic Property.

             "Notes" shall mean the promissory notes provided for by
   Section 2.09(d).

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

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

             "Participating Member State" shall mean each state so
   described in any EMU Legislation.

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

             "Plan" shall mean any employee pension benefit plan (other
   than a Multiemployer Plan) which is or was established, sponsored,
   maintained or contributed to, by the Company or any ERISA Affiliate
   and is or was subject to the provisions of Title IV of ERISA or
   Section 412 of the Code or Section 302 of ERISA.

             "Post-Default Rate" shall mean, in respect of any principal
   of any Loan or any other amount payable by any Borrower under this
   Agreement or any Note which is not paid when due (whether at stated
   maturity, by acceleration or otherwise), a rate per annum during the
   period commencing on the due date until such amount is paid in full

                              Credit Agreement
                              ----------------





                                    -13-

   equal to the sum of 2% PLUS the Base Rate as in effect from time to
   time PLUS the Applicable Margin for Base Rate Loans (PROVIDED that, if
   such amount in default is principal of a LIBO Rate Loan or a Set Rate
   Loan and the due date is a day other than the last day of the Interest
   Period therefor, the "Post-Default Rate" for such principal shall be,
   for the period commencing on the due date and ending on the last day
   of the Interest Period therefor, 2% above the interest rate for such
   Loan as provided in Section 3.02 and, thereafter, the rate provided
   for above in this definition).

             "Pounds Sterling" shall mean lawful money of England.

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

             "Principal Office" shall mean the principal office of Chase,
   located on the date hereof at 270 Park Avenue, New York, New York
   10017.

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

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

             "Quotation Date" shall mean, for any Interest Period, (a)
   for any Currency other than Pounds Sterling, the date two Business
   Days prior to the commencement of such Interest Period and (b) for
   Pounds Sterling, the first day of such Interest Period, PROVIDED that
   if market practice differs in the relevant interbank market for any
   Currency, the "Quotation Date" for such Currency shall be determined
   by the Administrative Agent in accordance with market practice in the
   relevant interbank market (and if quotations would normally be given
   by leading banks in the relevant interbank market on more than one
   day, the "Quotation Date" shall be the last of such days).

             "Rating" shall mean the Moody's Rating or the Standard &
   Poor's Rating.

             "Rating Agency" shall mean Moody's or Standard & Poor's.

             "Rating Group I" shall mean the Moody's Rating is at or
   above Aa2 or the Standard & Poor's Rating is at or above AA; "Rating
   Group II" shall mean (a) the Moody's Rating is at or above A3 or the
   Standard & Poor's Rating is at or above A- and (b) Rating Group I is

                              Credit Agreement
                              ----------------





                                    -14-

   not in effect; "Rating Group III" shall mean (a) the Moody's Rating is
   at or above Baa1 or the Standard & Poor's Rating is at or above BBB+
   and (b) neither Rating Group I nor Rating Group II is in effect;
   "Rating Group IV" shall mean (a) the Moody's Rating is at or above
   Baa2 or the Standard & Poor's Rating is at or above BBB and (b)
   neither Rating Group I, Rating Group II nor Rating Group III is in
   effect; "Rating Group V" shall mean none of Rating Group I, Rating
   Group II, Rating Group III and Rating Group IV is in effect; PROVIDED
   that, if the Moody's Rating and the Standard & Poor's Rating fall into
   different Rating levels, then the applicable Rating Group shall be
   based upon the higher of such Ratings. 

             "Receivables Sale Agreement" shall mean an agreement
   providing for the periodic sales of accounts receivable.

             "Reference Banks" shall mean Chase and Royal Bank of Canada.

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

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

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

             "Set Rate Auction" shall mean a solicitation of Competitive
   Bids setting forth Competitive Bid Rates pursuant to Section 2.03.


                              Credit Agreement
                              ----------------





                                    -15-

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

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

             "Standard & Poor's" shall mean Standard & Poor's Ratings
   Services, or any successor thereto.

             "Standard and Poor's Rating" shall mean, as of any date, the
   rating most recently published by Standard & Poor's relating to the
   unsecured, long-term, senior debt securities of the Company.

             "Subsidiary" of any Person shall mean any corporation,
   partnership, limited liability company or other entity of which at
   least a majority of the outstanding shares of stock or other ownership
   interests having by the terms thereof ordinary voting power to elect a
   majority of the board of directors or other persons performing similar
   functions of such corporation, partnership, limited liability company
   or other entity (irrespective of whether or not at the time stock or
   other ownership interests of any other class or classes of such
   corporation, partnership, limited liability company or other entity
   shall have or might have voting power by reason of the happening of
   any contingency) is at the time directly or indirectly owned or
   controlled by such Person and/or one or more of the Subsidiaries of
   such Person.  "Wholly-Owned Subsidiary" shall mean any such
   corporation, partnership, limited liability company or other entity of
   which all such shares or other ownership interests, other than
   directors' qualifying shares or shares held by nominees to satisfy any
   requirement as to minimum number of shareholders, are so owned or
   controlled.

             "TARGET Day" shall mean any day on which the Trans-European
   Automated Real-time Gross Settlement Express Transfer (TARGET) System
   (or, if such clearing system ceases to be operative, such other
   clearing system (if any) determined by the Administrative Agent to be
   a suitable replacement) is operating.


                              Credit Agreement
                              ----------------





                                    -16-

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

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

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

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

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

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

             "Wholly-Owned Subsidiary" shall have the meaning assigned to
   such term in the definition of the term "Subsidiary". 


             1.02  ACCOUNTING TERMS AND DETERMINATIONS.

             (a)  All accounting terms used herein shall be interpreted,
   and, unless otherwise disclosed to the Lenders in writing at the time
   of delivery thereof in the manner described in subsection (b) below,
   all financial statements and certificates and reports as to financial
   matters required to be delivered to the Lenders hereunder shall be
   prepared, in accordance with generally accepted accounting principles
   applied on a basis consistent with those used in the preparation of
   the latest financial statements furnished to the Lenders hereunder
   after the date hereof (or, until such financial statements are
   furnished, consistent with those used in the preparation of the
   financial statements referred to in Section 7.02(a)).  All
   calculations made for the purposes of determining compliance with the
   terms of Sections 8.07(a)(vi) and 8.10 shall, except as otherwise
   expressly provided herein, be made by application of generally
   accepted accounting principles applied on a basis consistent with
   those used in the preparation of the annual or quarterly financial
   statements furnished to the Lenders pursuant to Section 8.01 (or,
   until such financial statements are furnished, consistent with those

                              Credit Agreement
                              ----------------






                                    -17-

   used in the preparation of the financial statements referred to in
   Section 7.02(a)) unless (i) the Company shall have objected to
   determining such compliance on such basis at the time of delivery of
   such financial statements or (ii) the Majority Lenders shall so object
   in writing within 30 days after delivery of such financial statements,
   in either of which events such calculations shall be made on a basis
   consistent with those used in the preparation of the latest financial
   statements as to which such objection shall not have been made (which,
   if objection is made in respect of the first financial statements
   delivered under Section 8.01, shall mean the financial statements
   referred to in Section 7.02(a)).

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

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

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

             1.04  TERMS GENERALLY.  The definitions of terms herein
   shall apply equally to the singular and plural forms of the terms
   defined.  Whenever the context may require, any pronoun shall include
   the corresponding masculine, feminine and neuter forms.  The words
   "include", "includes" and "including" shall be deemed to be followed
   by the phrase "without limitation".  The word "will" shall be
   construed to have the same meaning and effect as the word "shall". 
   Unless the context requires otherwise (a) any definition of or
   reference to any agreement, instrument or other document herein shall
   be construed as referring to such agreement, instrument or other
   document as from time to time amended, supplemented or otherwise
   modified (subject to any restrictions on such amendments, supplements
   or modifications set forth herein), (b) any reference herein to any
   Person shall be construed to include such Person's successors and

                              Credit Agreement
                              ----------------





                                    -18-

   assigns, (c) the words "herein", "hereof" and "hereunder", and words
   of similar import, shall be construed to refer to this Agreement in
   its entirety and not to any particular provision hereof, (d) all
   references herein to Sections, Annexes, Exhibits and Schedules shall
   be construed to refer to Sections of, and Annexes, Exhibits and
   Schedules to, this Agreement and (e) the words "asset" and "property"
   shall be construed to have the same meaning and effect and to refer to
   any and all tangible and intangible assets and properties, including
   cash, securities, accounts and contract rights.

             SECTION 2.  COMMITMENTS.
                         -----------

             2.01  COMMITTED LOANS.  Each Lender severally agrees, on the
   terms of this Agreement, to make loans to the Company and any Approved
   Designated Borrower in Dollars during the period from and including
   the Effective Date to and including the Commitment Termination Date in
   an aggregate principal amount at any one time outstanding up to but
   not exceeding the amount of such Lender's Commitment as then in
   effect.  Subject to the terms of this Agreement, during such period
   the Company and the Approved Designated Borrowers may borrow, repay
   and reborrow the amount of the Commitments by means of Base Rate Loans
   and Committed LIBOR Loans; PROVIDED that the aggregate outstanding
   principal amount of all Committed Loans at any one time shall not
   exceed the aggregate amount of the Commitments at such time; and
   PROVIDED, FURTHER, that there may be no more than thirty (30)
   different Interest Periods for both Committed Loans and Competitive
   Loans outstanding at the same time (for which purpose Interest Periods
   described in different lettered clauses of the definition of the term
   "Interest Period" shall be deemed to be different Interest Periods
   even if they are coterminous). 

             2.02  BORROWINGS OF COMMITTED LOANS.  The Company (on its
   own behalf and on behalf of any other Approved Designated Borrower)
   shall give the Administrative Agent (which shall promptly notify the
   Lenders) notice of each borrowing hereunder of Committed Loans, which
   notice shall be irrevocable and effective only upon receipt by the
   Administrative Agent, shall specify with respect to the Committed
   Loans to be borrowed (i) the aggregate amount to be borrowed, which
   shall be at least $1,000,000 in the case of Base Rate Loans and
   $5,000,000 in the case of Committed LIBOR Loans (or in either case an
   integral multiple of $1,000,000 in excess thereof), (ii) the Type and
   date (which shall be a Business Day) and (iii) (in the case of
   Committed LIBOR Loans) the duration of the Interest Period therefor,
   and each such notice shall be given not later than 11:00 a.m. New York
   time on the day which is not less than the number of Business Days
   prior to the date of such borrowing specified below opposite the Type
   of such Loans:


                              Credit Agreement
                              ----------------





                                    -19-

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

             Base Rate Loans                   0
             Committed LIBOR Loans             3

   Not later than 2:00 p.m. New York time on the date specified for each
   borrowing of Committed Loans hereunder, each Lender shall, subject to
   Section 4.01(a), make available the amount of the Committed Loan or
   Loans to be made by it on such date to the Administrative Agent, at
   the Administrative Agent's Account for Dollars in immediately
   available funds, for account of the relevant Borrower.  The amount so
   received by the Administrative Agent shall, subject to the terms and
   conditions of this Agreement, promptly be made available to the
   relevant Borrower by depositing the same, in immediately available
   funds, in an account of the relevant Borrower designated by the
   Company.

             2.03  COMPETITIVE LOANS.

             (a)  In addition to borrowings of Committed Loans, the
   Company (on its own behalf and on behalf of any other Borrower) may,
   as set forth in this Section 2.03, request the Lenders to make offers
   to make Competitive Loans to such Borrower in Dollars or in any
   Alternative Currency.  The Lenders may, but shall have no obligation
   to, make such offers and such Borrower may, but shall have no
   obligation to, accept any such offers in the manner set forth in this
   Section 2.03.  Competitive Loans may be Competitive LIBOR Loans or Set
   Rate Loans, PROVIDED that there may be no more than thirty (30)
   different Interest Periods for both Committed Loans and Competitive
   Loans outstanding at the same time (for which purpose Interest Periods
   described in different lettered clauses of the definition of the term
   "Interest Period" shall be deemed to be different Interest Periods
   even if they are coterminous). Competitive Loans shall not constitute
   a utilization of the Commitments.

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

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

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                                    -20-

             (ii)  the aggregate amount of such Competitive Borrowing,
        which shall be at least $5,000,000 or, in the case of Competitive
        Loans in an Alternative Currency, the Foreign Currency Equivalent
        thereof, and in an integral multiple of $1,000,000 in excess
        thereof (or the Foreign Currency Equivalent thereof, as
        applicable);

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

             (iv)  whether the Competitive Bids requested are to set
        forth a Margin or a Competitive Bid Rate.

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

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



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                                    -21-

             (ii)  Each Competitive Bid shall specify:

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

                  (B)  the principal amount of the Competitive Loan for
             which each such offer is being made, which principal amount
             (x) may be greater than or less than the Commitment of the
             quoting Lender, (y) must be at least $1,000,000 or, in the
             case of a Competitive Loan in an Alternative Currency, the
             Foreign Currency Equivalent thereof, and in an integral
             multiple of $1,000,000 (or the Foreign Currency Equivalent
             thereof, as applicable), and (z) may not exceed the
             principal amount of the Competitive Borrowing for which
             offers were requested;

                  (C)  in the case of a LIBOR Auction, the margin above
             or below the applicable Adjusted LIBO Rate (the "Margin")
             offered for each such Competitive Loan, expressed as a
             percentage (rounded to the nearest 1/10,000th of 1%) to be
             added to or subtracted from the applicable Adjusted LIBO
             Rate;

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

                  (E)  the identity of the quoting Lender.

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

             (d)  The Administrative Agent shall (x) in the case of a Set
   Rate Auction, as promptly as practicable after the Competitive Bid is
   submitted (but in any event not later than 11:15 a.m. New York time)
   or (y) in the case of a LIBOR Auction, by 4:00 p.m. (or, in the case
   of Competitive Loans in an Alternative Currency, noon) New York time
   on the day a Competitive Bid is submitted, notify the Company (which

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                                    -22-

   will promptly notify the relevant Borrower if it is not the Company)
   of the terms (i) of any Competitive Bid submitted by a Lender that is
   in accordance with Section 2.03(c) and (ii) of any Competitive Bid
   that amends, modifies or is otherwise inconsistent with a previous
   Competitive Bid submitted by such Lender with respect to the same
   Competitive Bid Request.  Any such subsequent Competitive Bid shall be
   disregarded by the Administrative Agent unless such subsequent
   Competitive Bid is submitted solely to correct a manifest error in
   such former Competitive Bid.  The Administrative Agent's notice to the
   Company shall specify (A) the aggregate principal amount of the
   Competitive Borrowing for which offers have been received and (B) the
   respective principal amounts and Margins or Competitive Bid Rates, as
   the case may be, so offered by each Lender (identifying the Lender
   that made each Competitive Bid).

             (e)  Not later than (x) 11:00 a.m. New York time on the
   third Business Day (or, in the case of Competitive Loans in an
   Alternative Currency, 2:00 p.m. New York time on the fourth Business
   Day) prior to the proposed date of borrowing, in the case of a LIBOR
   Auction or (y) 12:00 p.m. noon New York time on the proposed date of
   borrowing, in the case of a Set Rate Auction, the Company shall notify
   the Administrative Agent of its or the relevant Borrower's, if the
   Borrower is not the Company, acceptance or nonacceptance of the offers
   so notified to the Company pursuant to Section 2.03(d) (which notice
   shall specify the aggregate principal amount of offers from each
   Lender for each Interest Period that are accepted; and the failure of
   the Company to give such notice by such time shall constitute
   non-acceptance) and the Administrative Agent shall promptly notify
   each affected Lender of the acceptance or non-acceptance of its
   offers.  The notice by the Administrative Agent shall also specify the
   aggregate principal amount of offers for each Interest Period that
   were accepted.  The Company (on its own behalf and on behalf of any
   other Borrower)  may accept any Competitive Bid in whole or in part
   (PROVIDED that any Competitive Bid accepted in part from any Lender
   shall be in an integral multiple of $1,000,000 or, in the case of a
   Competitive Loan in an Alternative Currency, the Foreign Currency
   Equivalent thereof (rounded to the nearest 1,000 units of such
   Alternative Currency)); PROVIDED that:

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

             (ii)  the aggregate principal amount of each Competitive
        Borrowing shall be at least $5,000,000 or, in the case of a
        borrowing of Competitive Loans in an Alternative Currency, the
        Foreign Currency Equivalent thereof, and in an integral multiple
        of $1,000,000 in excess thereof (or the Foreign Currency
        Equivalent thereof, as applicable);

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                                    -23-

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

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

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

   If offers are made by two or more Lenders with the same Margins or
   Competitive Bid Rates, as the case may be, for a greater aggregate
   principal amount than the amount in respect of which offers are
   accepted for the related Interest Period, the principal amount of
   Competitive Loans in respect of which such offers are accepted shall
   be allocated by the Company among such Lenders as nearly as possible
   (in an integral multiple of $1,000,000 or, in the case of a borrowing
   of Competitive Loans in an Alternative Currency, the Foreign Currency
   Equivalent thereof) in proportion to the aggregate principal amount of
   such offers.  Determinations by the Company of the amounts of
   Competitive Loans shall be conclusive in the absence of manifest
   error.

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


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                                    -24-

   available funds, in an account of the relevant Borrower designated by
   the Company.

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

             (h)  Subject to the terms and conditions of this Agreement,
   each Foreign Subsidiary that is a Designated Borrower agrees that any
   Competitive Loan to be made hereunder by any Lender that has an
   Affiliate (a "Lender Affiliate") in such Designated Borrower's
   Jurisdiction may be satisfied by such Lender Affiliate at its sole
   discretion (such Loans are hereinafter referred to as "Competitive
   Affiliate Loans").  The Company and each Designated Borrower hereby
   acknowledge and agree that any Lender Affiliate that makes a
   Competitive Affiliate Loan shall have made such Loan in reliance upon,
   and shall be entitled to the benefits of, this Agreement (including,
   without limitation, Section 11) and shall be entitled to enforce
   rights hereunder in respect of such Loan as fully as though it were a
   Lender party hereto.

             2.04  BORROWINGS BY DESIGNATED BORROWERS.

             (a)  The Company may, at any time or from time to time,
   designate one or more Wholly-Owned Subsidiaries as Borrowers hereunder
   by furnishing to the Administrative Agent a letter (a "Designation
   Letter") in duplicate, substantially in the form of Exhibit E-1
   hereto, duly completed and executed by the Company and such
   Subsidiary.  Any such designation of a Foreign Subsidiary shall, and
   any such designation of a Domestic Subsidiary may, restrict such
   Wholly-Owned Subsidiary to Competitive Loans and may exclude the
   applicability of Section 5.06(a) to such Wholly-Owned Subsidiary, all
   as set forth in the relevant Designation Letter.  Upon any such
   designation of a Subsidiary, such Subsidiary shall be a Borrower
   entitled to borrow Competitive Loans only; and upon approval by all of
   the Lenders (which approval shall not be unreasonably withheld) of any
   Domestic Subsidiary as an Approved Designated Borrower (which approval
   shall be evidenced by the Administrative Agent signing and returning
   to the Company a copy of such Designation Letter) such Domestic
   Subsidiary shall be an Approved Designated Borrower entitled to borrow
   both Committed Loans and Competitive Loans.  So long as all principal
   and interest on all Loans of any Borrower (other than the Company)
   hereunder have been paid in full, the Company may terminate the status
   of such Borrower as a Borrower hereunder by furnishing to the
   Administrative Agent a letter (a "Termination Letter"), substantially
   in the form of Exhibit E-2 hereto, duly completed and executed by the
   Company and such Borrower.  Any Termination Letter furnished in
   accordance with this Section 2.04 shall be effective upon receipt by
   the Administrative Agent (which shall promptly notify the Lenders),
   whereupon the Lenders shall promptly deliver to the Company (through

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                                    -25-

   the Administrative Agent) the Notes, if any, of such former Borrower. 
   Notwithstanding the foregoing, the delivery of a Termination Letter
   with respect to any Borrower shall not terminate any obligation of
   such Borrower theretofore incurred (including, without limitation,
   obligations under Sections 5.01, 5.05 and 5.06) or the obligations of
   the Company under Section 11 with respect thereto.

             (b)  The Administrative Agent is hereby authorized by the
   Lenders (i) to approve (on behalf of all of the Lenders) as an
   Approved Designated Borrower, and (ii) to sign and return to the
   Company a Designation Letter from the Company with respect to Newell
   Operating Company.

             (c)  No Designation Letter, with respect to an Approved
   Designated Borrower may be amended, supplemented or otherwise modified
   without the approval of all of the Lenders.

             2.05  CHANGES OF COMMITMENTS.

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

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

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

             2.06  FEES.

             (a)  FACILITY FEE.  The Company shall pay to the
   Administrative Agent for account of each Lender a facility fee on the
   daily average amount of such Lender's Commitment (whether used or
   unused), for the period from and including the date hereof to but not
   including the earlier of the date such Commitment is terminated and
   the Commitment Termination Date, at a rate per annum equal to the
   Applicable Facility Fee Rate; PROVIDED that, if such Lender continues

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                                    -26-

   to have any outstanding Loans after its Commitment is terminated, then
   such facility fee shall continue to accrue on the daily aggregate
   amount of outstanding Loans of such Lender from and including the date
   on which its Commitment terminates to but excluding the date on which
   such Lender ceases to have any outstanding Loans.  Accrued facility
   fee shall be payable in arrears on each Quarterly Date and on the
   earlier of the date the Commitments are terminated and the Commitment
   Termination Date.

             (b)  UTILIZATION FEE.  The Borrower agrees to pay to the
   Administrative Agent for account of each Lender a utilization fee at a
   rate per annum equal to 0.075% of the aggregate amount of the
   outstanding Loans of such Lender for each day that the aggregate
   principal amount of the outstanding Loans (other than Competitive
   Loans) shall exceed 50% of the aggregate outstanding Commitments. 
   Accrued utilization fees shall be payable on each Quarterly Date and
   on the earlier of the date the Commitments terminate and the
   Commitment Termination Date.

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

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

             2.09  EVIDENCE OF DEBT.

             (a)  Each Lender shall maintain in accordance with its usual
   practice an account or accounts evidencing the indebtedness of each
   Borrower to such Lender resulting from each Loan made by such Lender,
   including the amounts of principal and interest payable and paid to
   such Lender from time to time hereunder.

             (b)  The Administrative Agent shall maintain accounts in
   which it shall record (i) the date, amount, maturity date and interest
   rate of each Loan made hereunder, the Type and Currency thereof and
   the Interest Period applicable thereto, (ii) the amount of any
   principal or interest due and payable or to become due and payable

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                                    -27-

   from each Borrower to each Lender hereunder and (iii) the amount of
   any sum received by the Administrative Agent hereunder for the account
   of the Lenders and each Lender's share thereof.

             (c)  The entries made in the accounts maintained pursuant to
   clause (a) or (b) of this Section 2.09 shall be prima facie evidence
   of the existence and amounts of the obligations recorded therein;
   PROVIDED that the failure of any Lender or the Administrative Agent to
   maintain such accounts or any error therein shall not in any manner
   affect the obligation of the Borrowers to repay the Loans in
   accordance with the terms of this Agreement.

             (d)  Any Lender may request that Loans made by it to any
   Borrower be evidenced by a promissory note of the appropriate
   Borrower.  In such event, the appropriate Borrower shall prepare,
   execute and deliver to such Lender one or more promissory notes
   payable to the order of such Lender and in a form approved by the
   Administrative Agent. 

             2.10  PREPAYMENTS.  Base Rate Loans may be prepaid without
   premium or penalty upon not less than one Business Day's prior notice
   to the Administrative Agent (which shall promptly notify the Lenders),
   which notice shall specify the prepayment date (which shall be a
   Business Day) and the amount of the prepayment (which, in the case of
   partial prepayments, shall be in an integral multiple of $1,000,000)
   and shall be irrevocable and effective only upon receipt by the
   Administrative Agent, PROVIDED that interest on the principal of any
   Base Rate Loans prepaid, accrued to the prepayment date, shall be paid
   on the prepayment date.

             SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.
                         ----------------------------------

             3.01  REPAYMENT OF LOANS.  Each Borrower hereby promises to
   pay to the Administrative Agent for account of each Lender the
   principal amount of each Loan made by such Lender to such Borrower in
   the Currency of such Loan, and each Loan shall mature, on the last day
   of the Interest Period for such Loan.

             3.02  INTEREST.

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



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                                    -28-

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

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

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

             (iv)  if such Loan is a Set Rate Loan, the Competitive Bid
        Rate for such Loan for the Interest Period therefor quoted by the
        Lender making such Loan in accordance with Section 2.03.

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

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

             (c)  Promptly after the determination of any Adjusted LIBO
   Rate provided for herein, the Administrative Agent shall (i) notify
   the Lenders to which interest at such Adjusted LIBO Rate is payable
   and the Company thereof and (ii) at the request of the Company,
   furnish to the Company a copy of Page 3750 of the Telerate Service (or
   such successor or substitute page of such Service, or any successor to
   or substitute for such service, providing rate quotations comparable
   to those currently provided on such page for such Service) on the
   basis of which the relevant LIBO Rate was determined.  At any time
   that the Administrative Agent determines the Adjusted LIBO Rate on a
   basis other than using Page 3750 of the Telerate Service, the
   Administrative Agent shall promptly notify the Company.

             3.03  REDENOMINATION.  Anything in Section 3.01 or 3.02 to
   the contrary notwithstanding, if any Borrower shall fail to pay any
   principal or interest denominated in any Alternative Currency on the
   original due date therefor (without giving effect to any acceleration

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                                    -29-

   under Section 9), the amount so in default shall automatically be
   redenominated in Dollars on such original due date therefor in an
   amount equal to the Dollar Equivalent therefor.

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

             4.01  PAYMENTS.

             (a)  Except to the extent otherwise provided herein, all
   payments of principal of and interest on Loans made in Dollars, and
   other amounts (other than the principal of and interest on Loans made
   in an Alternative Currency) payable by any Obligor under this
   Agreement and the Notes, shall be made in Dollars, and all payments of
   principal of and interest on Loans made in an Alternative Currency
   shall (except as otherwise provided in Section 3.03) be made in such
   Alternative Currency, in immediately available funds, without
   deduction, set-off or counterclaim, to the Administrative Agent's
   Account for such Currency, for account of the Lenders, not later than
   2:00 p.m. New York time (in the case of Loans denominated in Dollars)
   or 11:00 a.m. local time in the location of the Administrative Agent's
   Account (in the case of Loans denominated in an Alternative Currency),
   on the date on which such payment shall become due (each such payment
   made after such time on such due date to be deemed to have been made
   on the next succeeding Business Day), PROVIDED that if a new Loan is
   to be made by any Lender to any Borrower on a date such Borrower is to
   repay any principal of an outstanding Loan of such Lender in the same
   Currency, such Lender shall apply the proceeds of such new Loan to the
   payment of the principal to be repaid and only an amount equal to the
   difference between the principal to be borrowed and the principal to
   be repaid shall be made available by such Lender to the Administrative
   Agent as provided in Section 2.02 or paid by such Borrower to the
   Administrative Agent pursuant to this Section 4.01, as the case may
   be.

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

             (c)  The Company on its behalf and on behalf of any other
   Borrower shall, at the time of making each payment under this
   Agreement or any Note for account of any Lender, specify to the
   Administrative Agent the Loans or other amounts payable by such
   Borrower hereunder to which such payment is to be applied (and in the

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                                    -30-

   event that the payor fails to so specify, or if an Event of Default
   has occurred and is continuing, such Lender may apply such payment
   received by it from the Administrative Agent to such amounts then due
   and owing to such Lender as such Lender may determine).

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

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

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

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

             4.04  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. 
   Unless the Administrative Agent shall have been notified by a Lender
   or the Company on behalf of any Borrower (each, a "Payor") prior to
   the time by, and on the date on, which such Payor is scheduled to make

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                                    -31-

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

             4.05  SET-OFF; SHARING OF PAYMENTS.

             (a)  Each Obligor agrees that, in addition to (and without
   limitation of) any right of set-off, bankers' lien or counterclaim a
   Lender may otherwise have, each Lender shall be entitled, at its
   option, to offset balances held by it for account of such Obligor at
   any of its offices, in Dollars or in any other Currency, against any
   principal of or interest on any of such Lender's Loans which is not
   paid when due (regardless of whether such balances are then due to
   such Obligor) in which case it shall promptly notify such Obligor
   (through notice to the Company) and the Administrative Agent thereof,
   PROVIDED that such Lender's failure to give such notice shall not
   affect the validity thereof.

             (b)  If any Lender shall obtain payment of any principal of
   or interest on any Committed Loan made by it under this Agreement
   through the exercise of any right of set-off, bankers' lien or
   counterclaim or similar right or otherwise, and, as a result of such
   payment, such Lender shall have received a greater percentage of the

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                                    -32-

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

             SECTION 5.  YIELD PROTECTION AND ILLEGALITY.
                         -------------------------------

             5.01  ADDITIONAL COSTS.

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

             (i)  changes the basis of taxation of any amounts payable to
        such Lender under this Agreement or its Notes in respect of any

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                                    -33-

        of such Loans (other than taxes imposed on or measured by the
        overall net income of such Lender or of its Applicable Lending
        Office for any of such Loans by the jurisdiction in which such
        Lender has its principal office or such Applicable Lending
        Office); or

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

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

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

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

             (c)  Without limiting the effect of the foregoing provisions
   of this Section 5.01 (but without duplication), the Company shall pay
   directly to each Lender from time to time on request such amounts as

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                                    -34-

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

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

             (e)  Each Lender will designate a different Applicable
   Lending Office for the Loans of such Lender affected by any event

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                                    -35-

   specified in paragraphs (a), (b) or (c) of this Section 5.01 or in
   Section 5.03 if such designation will avoid the need for, or reduce
   the amount of, such compensation or suspension, as the case may be,
   and will not, in the sole opinion of such Lender, be disadvantageous
   to such Lender.

             5.02  LIMITATION ON TYPES OF LOANS.  Anything herein to the
   contrary notwithstanding:

             (a)  if the LIBO Rate for any Currency is to be determined
        under the second paragraph of the definition of "LIBO Rate" and
        the Administrative Agent determines (which determination shall be
        conclusive) that no quotation from any Reference Lender of
        interest rates for the relevant deposits referred to in such
        paragraph are not being provided in the relevant amounts or for
        the relevant maturities for purposes of determining rates of
        interest for LIBO Rate Loans as provided herein; or

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

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

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

             5.04  BASE RATE LOANS PURSUANT TO SECTIONS 5.01 AND 5.03. 
   If the obligation of any Lender to make any LIBO Rate Loans in Dollars
   shall be suspended pursuant to Section 5.01 or 5.03 (Loans of such

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                                    -36-

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

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

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

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

   Without limiting the effect of the preceding sentence, such
   compensation shall include, in the case of a Loan, an amount equal to
   the excess, if any, of (i) the amount of interest which otherwise
   would have accrued on the principal amount so paid or converted or not
   borrowed for the period from the date of such payment, conversion or
   failure to borrow to the last day of the Interest Period for such Loan
   (or, in the case of a failure to borrow, the Interest Period for such
   Loan which would have commenced on the date specified for such
   borrowing) at the applicable rate of interest for such Loan provided
   for herein over (ii) the interest component of the amount such Lender
   would have bid in the London interbank market for deposits in the
   applicable Currency of leading banks (if such Loan is a LIBO Rate

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                                    -37-

   Loan) or in the United States certificate of deposit market for
   issuance at face value of certificates of deposit for Dollar deposits
   (if such Loan is a Set Rate Loan) in amounts comparable to such
   principal amount and with maturities comparable to such period (as
   reasonably determined by such Lender).

             5.06  TAXES.

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

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

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

   For the purposes of this Section 5.06(a), the term "Taxes" shall mean
   with respect to any Approved Designated Borrower all present and
   future income, stamp, registration and other taxes and levies,
   imposts, deductions, charges, compulsory loans and withholdings
   whatsoever, and all interest, penalties or similar amounts with
   respect thereto, now or hereafter imposed, assessed, levied or
   collected by such Approved Designated Borrower's Jurisdiction on or in
   respect of the Credit Documents, the principal of and interest on the
   Loans and any other amounts payable under any of the Credit Documents,
   the recording, registration, notarization or other formalization of
   any thereof, the enforcement thereof or the introduction thereof in

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                                    -38-

   any judicial proceedings, or on or in respect of any payments of
   principal, interest, premium, charges, fees or other amounts made on,
   under or in respect of any thereof (excluding, however, income or
   franchise taxes imposed on or measured by the overall net income or
   capital of a Lender (or its Applicable Lending Office) by such
   Approved Designated Borrower's Jurisdiction as a result of such Lender
   being organized under the laws of or resident in such Approved
   Designated Borrower's Jurisdiction or of its Applicable Lending Office
   being located or carrying on business in such Approved Designated
   Borrower's Jurisdiction).

             (b)  Within 30 days after paying any amount to the
   Administrative Agent or any Lender from which it is required by law to
   make any deduction or withholding, and within 30 days after it is
   required by law to remit such deduction or withholding to any relevant
   taxing or other authority, the relevant Borrower shall deliver to the
   Administrative Agent for delivery to such Lender evidence satisfactory
   to such Lender of such deduction, withholding or payment (as the case
   may be).

             5.07  REPLACEMENT OF LENDERS.  If any Lender requests
   compensation pursuant to Section 5.01 or 5.06, or any Lender's
   obligation to make Loans of any Type or denominated in any Currency
   shall be suspended pursuant to Section 5.01 (any such Lender
   requesting such compensation, or whose obligations are so suspended,
   being herein called a "Requesting Lender"), the Company, upon three
   Business Days' notice to the Administrative Agent given when no
   Default shall have occurred and be continuing, may require that such
   Requesting Lender transfer all of its right, title and interest under
   this Agreement to any bank or other financial institution identified
   by the Company that is satisfactory to the Administrative Agent (a) if
   such bank or other financial institution (a "Proposed Lender") agrees
   to assume all of the obligations of such Requesting Lender hereunder,
   and to purchase all of such Requesting Lender's Loans hereunder for
   consideration equal to the aggregate outstanding principal amount of
   such Requesting Lender's Loans, together with interest thereon to the
   date of such purchase, and satisfactory arrangements are made for
   payment to such Requesting Lender of all other amounts payable
   hereunder to such Requesting Lender on or prior to the date of such
   transfer (including any fees accrued hereunder and any amounts that
   would be payable under Section 5.05 as if all of such Requesting
   Lender's Loans were being prepaid in full on such date) and (b) if
   such Requesting Lender has requested compensation pursuant to Section
   5.01 or 5.06, such Proposed Lender's aggregate requested compensation,
   if any, pursuant to said Section 5.01 or 5.06 with respect to such
   Requesting Lender's Loans is lower than that of the Requesting Lender. 
   Subject to the provisions of Section 12.05(b), such Proposed Lender
   shall be a "Lender" for all purposes hereunder.  Without prejudice to
   the survival of any other agreement of the Company hereunder the

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                                    -39-

   agreements of the Company contained in Sections 5.01, 5.06 and 12.03
   (without duplication of any payments made to such Requesting Lender by
   the Company or the Proposed Lender) shall survive for the benefit of
   such Requesting Lender under this Section 5.07 with respect to the
   time prior to such replacement.

             SECTION 6.  CONDITIONS PRECEDENT.
                         --------------------

             6.01  EFFECTIVE DATE.  The obligations of the Lenders to
   make Loans hereunder shall not become effective until the date on
   which the Administrative Agent shall have received each of the
   following documents (with sufficient copies for each Lender), each of
   which shall be satisfactory to the Administrative Agent (and to the
   extent specified below, to each Lender) in form and substance (or such
   condition shall have been waived in accordance with Section 12.01):

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

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

             (c)  An opinion dated the Effective Date of Schiff, Hardin &
   Waite, special Illinois counsel to the Company substantially in the
   form of Exhibit A-1 hereto (and the Company hereby instructs such
   counsel to deliver such opinion to the Lenders and the Administrative
   Agent); and an opinion dated the Effective Date of Andrea Horne,
   Associate General Counsel to the Company, substantially in the form of
   Exhibit A-2 hereto (and the Company hereby instructs such counsel to
   deliver such opinion to the Lenders and the Administrative Agent).

             (d)  An opinion dated the Effective Date of Milbank, Tweed,
   Hadley & McCloy LLP, special New York counsel to the Administrative
   Agent, substantially in the form of Exhibit B hereto.

                              Credit Agreement
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                                    -40-


             6.02  INITIAL AND SUBSEQUENT CREDIT EXTENSIONS.  The
   obligation of any Lender to make any Credit Extension hereunder
   (including, without limitation, the initial Credit Extension
   hereunder) is subject to the further conditions precedent that, as of
   the date of such Credit Extension and after giving effect thereto and
   the intended use thereof:

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

             (b)  the representations and warranties made by the Company
        in Section 7 (other than Sections 7.02(c) and 7.03, except if
        such Credit Extension is made on the Effective Date) shall be
        true on and as of the date of such Credit Extension with the same
        force and effect as if made on and as of such date (or, if any
        such representation or warranty is expressly stated to have been
        made as of a specific date, as of such specific date).

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

             SECTION 7.  REPRESENTATIONS AND WARRANTIES.
                         ------------------------------

             The Company represents and warrants to the Lenders that:

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

             7.02  FINANCIAL CONDITION.

             (a)  The consolidated balance sheet of the Company and its
   Subsidiaries as at December 31, 1999 and the related consolidated
   statements of income, cash flows and stockholders' equity of the
   Company and its Subsidiaries for the fiscal year ended on said date,
   with the opinion thereon of Arthur Andersen LLP, heretofore furnished
   to each of the Lenders, are complete and correct and fairly present

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                                    -41-

   the consolidated financial condition of the Company and its
   Subsidiaries as at said date and the consolidated results of their
   operations for the fiscal year ended on said date, all in accordance
   with generally accepted accounting principles.  Neither the Company
   nor any of its Subsidiaries had on said date any material contingent
   liabilities, material liabilities for taxes, material unusual forward
   or long-term commitments or material unrealized or anticipated losses
   from any unfavorable commitments, except as referred to or reflected
   or provided for in said balance sheet as at said date.

             (b)  The consolidated balance sheet of the Company and its
   Subsidiaries as at June 30, 2000 and the related consolidated
   statements of income, cash flows and stockholders' equity of the
   Company and its Subsidiaries for the six-month period ended on said
   date, heretofore furnished to each of the Lenders, are complete and
   correct and fairly present the consolidated financial condition of the
   Company and its Subsidiaries as at said date and the consolidated
   results of their operations for the six-month period ended on said
   date, all in accordance with generally accepted accounting principles. 
   Neither the Company nor any of its Subsidiaries had on said date any
   material contingent liabilities, material liabilities for taxes,
   material unusual forward or long-term commitments or material
   unrealized or anticipated losses from any unfavorable commitments,
   except as referred to or reflected or provided for in said balance
   sheet as at said date.  

             (c)  Since December 31, 1999, there has been no material
   adverse change in the consolidated financial condition, operations,
   business or prospects of the Company and its Subsidiaries (taken as a
   whole).

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

             7.04  NO BREACH.  The making or performance of this
   Agreement or the Notes, and the consummation of the transactions
   herein contemplated, will not conflict with or result in a breach of,
   or require any consent under, the charter or by-laws of the Company or
   any applicable law or regulation, or any order, writ, injunction or
   decree of any court or governmental authority or agency, or any
   agreement or instrument to which the Company or any of its
   Subsidiaries is a party or by which any of them is bound or to which
   any of them is subject, or constitute a default under any such
   agreement or instrument, or constitute a tortious interference with
   any agreement, or result in the creation or imposition of any Lien

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                                    -42-

   upon any of the revenues or assets of the Company or any of its
   Subsidiaries pursuant to the terms of any such agreement or
   instrument.

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

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

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

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

             7.09  CREDIT AGREEMENTS.  Schedule I hereto is a complete
   and correct list, as of the date hereof, of each credit agreement,
   loan agreement, indenture, purchase agreement, Guarantee or other
   arrangement (other than a letter of credit) providing for or otherwise
   relating to any extension of credit (or commitment for any extension

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                                    -43-

   of credit) to, or Guarantee by, the Company or any of its Subsidiaries
   the aggregate principal or face amount of which equals or exceeds (or
   may equal or exceed) $1,000,000 and the aggregate principal or face
   amount outstanding or which may become outstanding under each such
   arrangement is correctly described in said Schedule I.

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

             7.11  TAXES.  The Company and its Subsidiaries are members
   of an affiliated group of corporations filing consolidated returns for
   Federal income tax purposes, of which the Company is the "common
   parent" (within the meaning of Section 1504 of the Code) of such
   group.  The Company and its Subsidiaries have filed all Federal income
   tax returns and all other material tax returns and information
   statements that are required to be filed by them and have paid all
   taxes due pursuant to such returns or pursuant to any assessment
   received by the Company or any of its Subsidiaries.  The charges,
   accruals and reserves on the books of the Company and its Subsidiaries
   in respect of taxes and other governmental charges are, in the opinion
   of the Company, adequate.  The United States Federal income tax
   returns of the Company and its Subsidiaries have been examined and/or
   closed through the fiscal years of the Company and its Subsidiaries
   ended on or before December 31, 1997.  The Company has not given or
   been requested to give a waiver of the statute of limitations relating
   to the payment of Federal, state, local and foreign taxes or other
   impositions.

             7.12  TRUE AND COMPLETE DISCLOSURE.  The information,
   reports, financial statements, exhibits and schedules furnished in

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                                    -44-

   writing by or on behalf of the Company to the Lenders in connection
   with the negotiation, preparation or delivery of this Agreement or
   included herein or delivered pursuant hereto, when taken as a whole do
   not contain any untrue statement of material fact or omit to state any
   material fact necessary to make the statements herein or therein, in
   light of the circumstances under which they are made, not misleading. 
   All written information furnished after the date hereof by the Company
   and its Subsidiaries to the Lenders in connection with this Agreement
   and the transactions contemplated hereby will be true, complete and
   accurate in every material respect, or (in the case of projections)
   based on reasonable estimates, on the date as of which such
   information is stated or certified.  There is no fact known to the
   Company that could reasonably be expected to have a Material Adverse
   Effect that has not been disclosed herein or in a report, financial
   statement, exhibit, schedule, disclosure letter or other writing
   furnished to the Lenders for use in connection with the transactions
   contemplated hereby.

             7.13  SUBSIDIARIES.  As of the date hereof, each of the
   Company and its Subsidiaries (as disclosed in the periodic reports
   which the Company has filed with the Securities and Exchange
   Commission) owns, free and clear of Liens, and has the unencumbered
   right to vote all of its outstanding ownership interests in, each
   Subsidiary held by it and all of the issued and outstanding capital
   stock of each such Person is validly issued, fully paid and
   nonassessable.

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

             7.15  DESIGNATED BORROWER APPROVALS.  No authorizations,
   approvals or consents of, and no filings or registrations with, any
   governmental or regulatory authority or agency that have not been
   obtained by the time any Subsidiary of the Company becomes a
   Designated Subsidiary are necessary for the execution, delivery or
   performance by such Designated Borrower of the Designation Letter of
   such Designated Borrower, this Agreement or the Notes of such
   Designated Borrower or for the validity or enforceability of any
   thereof or for the borrowing by such Designated Borrower hereunder.

             SECTION 8.  COVENANTS OF THE COMPANY.
                         ------------------------

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

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                                    -45-


             8.01  FINANCIAL STATEMENTS.  The Company shall deliver to
   each of the Lenders:

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

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

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

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



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                                    -46-

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

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

                  (ii)  the filing under Section 4041 of ERISA of a
             notice of intent to terminate any Plan or the termination of
             any Plan if at the date of such filing or termination the
             fair market value of the assets of such Plan, as determined
             by the Plan's independent actuaries, is exceeded by the
             present value as determined by such actuaries as of such
             date, of benefit commitments under such Plan by more than
             $5,000,000 (including any prior terminations subject to this
             provision);

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

                  (iv)  the complete or partial withdrawal by the Company
             or any ERISA Affiliate under Section 4201 or 4204 of ERISA
             from a Multiemployer Plan causing any withdrawal liability
             in excess of $2,500,000 (including any prior withdrawals
             subject to this provision), or the receipt by the Company or
             any ERISA Affiliate of notice from a Multiemployer Plan that
             it is in reorganization or insolvency pursuant to Section
             4241 or 4245 of ERISA or that it intends to terminate or has
             terminated under Section 4041A of ERISA; and 


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                                    -47-

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

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

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

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

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

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

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                                    -48-

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

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

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

             8.06  INDEBTEDNESS.  The Company will not, nor will it
   permit any of its Subsidiaries to, incur, assume or suffer to exist
   obligations in respect of standby and performance letters of credit in
   an aggregate amount exceeding 5% of Total Consolidated Assets at any
   one time outstanding.  The Company will not permit any of its
   Subsidiaries to create, issue, incur or assume, or suffer to exist,
   any Indebtedness, except:  (i) Indebtedness existing on the date
   hereof, but not any renewals, extensions or refinancings of the same;
   (ii) Indebtedness owing to the Company; (iii) Indebtedness of any
   Person that becomes a Subsidiary of the Company after the date hereof
   so long as such Indebtedness exists at the time such Person becomes
   such a Subsidiary and was not incurred in anticipation thereof; (iv)
   Capital Lease Obligations in an aggregate amount not to exceed an
   amount equal to 5% of Total Consolidated Assets at any one time
   outstanding; (v) Indebtedness in respect of Committed Loans under this
   Agreement; and (vi) additional Indebtedness in an aggregate amount not
   to exceed an amount equal to 15% of Total Consolidated Assets at any
   one time outstanding.



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                                    -49-

             8.07  FUNDAMENTAL CHANGES.

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

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

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

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

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

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

             (vi)  the Company or any such Subsidiary or operating
        division may make sales, assignments and other dispositions of
        Property (including Controlling Stock Dispositions) and any such
        Subsidiary may become a party to a merger or consolidation (each
        such sale, assignment, disposition, Controlling Stock
        Disposition, merger or consolidation, other than those described
        in clauses (i) through (v), a "Disposition") if the Property that
        was the subject of any such Disposition, together with the
        Property that was the subject of all Dispositions during the
        Disposition Period for such Disposition, did not produce revenue

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                                    -50-

        that was greater in amount than an amount equal to 10% of the
        revenue of the Company and its Subsidiaries (determined on a
        consolidated basis without duplication in accordance with GAAP)
        for the twelve-month period ending on the Determination Date for
        such Disposition (for which purpose, a Controlling Stock
        Disposition with respect to any such Subsidiary shall be deemed
        to be the disposition of Property of such Subsidiary that
        produced all of the revenues of such Subsidiary).

             (b)  Notwithstanding anything in clauses (i) through (vi) of
   Section 8.07(a) to the contrary:

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

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

             8.08  LIENS.  The Company shall not, and shall not permit
   any of its Subsidiaries to, create, assume or suffer to exist any Lien
   upon any of its property or assets, now owned or hereafter acquired,
   securing any Indebtedness or other obligation except:  (i) Liens
   outstanding on the date hereof and listed in Schedule II hereto; (ii)
   Liens for taxes or other governmental charges not yet delinquent;
   (iii) Liens in respect of Property acquired or constructed or improved
   by the Company or any such Subsidiary after the date hereof which
   Liens exist or are created at the time of acquisition or completion of
   construction or improvement of such Property or within six months
   thereafter to secure Indebtedness assumed or incurred to finance all
   or any part of the purchase price or cost of construction or
   improvement of such Property, but any such Lien shall cover only the
   Property so acquired or constructed and any improvements thereto (and
   any real property on which such Property is located); (iv) Liens on
   Property of any corporation that becomes a Subsidiary of the Company
   after the date hereof, PROVIDED that such Liens are in existence at
   the time such corporation becomes a Subsidiary of the Company and were
   not created in anticipation thereof; (v) Liens on Property acquired
   after the date hereof, PROVIDED that such Liens were in existence at
   the time such Property was acquired and were not created in

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                                    -51-

   anticipation thereof; (vi) Liens imposed by law, such as mechanics',
   materialmen's, landlords', warehousemen's and carriers' Liens, and
   other similar Liens, securing obligations incurred in the ordinary
   course of business which are not past due for more than thirty days or
   which are being contested in good faith by appropriate proceedings and
   for which appropriate reserves have been established; (vii) Liens
   under workmen's compensation, unemployment insurance, social security
   or similar legislation; (viii) Liens, deposits, or pledges to secure
   the performance of bids, tenders, contracts (other than contracts for
   the payment of money), leases, public or statutory obligations,
   surety, stay, appeal, indemnity, performance or other similar bonds,
   or other similar obligations arising in the ordinary course of
   business; (ix) judgment and other similar Liens arising in connection
   with court proceedings, PROVIDED the execution or other enforcement of
   such Liens is effectively stayed and the claims secured thereby are
   being actively contested in good faith and by appropriate proceedings;
   (x) easements, rights-of-way, restrictions and other similar
   encumbrances which, in the aggregate, do not materially interfere with
   the occupation, use and enjoyment by the Company or any such
   Subsidiary of the Property encumbered thereby in the normal course of
   its business or materially impair the value of the Property subject
   thereto; (xi) Liens securing obligations of any such Subsidiary to the
   Company or another Subsidiary of the Company; (xii) Liens securing
   obligations of the Company pursuant to Receivables Sale Agreements;
   and (xiii) other Liens securing Indebtedness in an aggregate amount
   which does not exceed 5% of Total Consolidated Assets.

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

             8.10  TOTAL INDEBTEDNESS TO TOTAL CAPITAL.  The Company
   shall not permit the ratio of Total Indebtedness to Total Capital at
   any time to be greater than 0.65 to 1.

             SECTION 9.  EVENTS OF DEFAULT.
                         -----------------

             If one or more of the following events (herein called
   "Events of Default") shall occur and be continuing:

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                                    -52-


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

             (b)  The Company or any of its Subsidiaries shall default in
        the payment when due of any principal of or interest on any of
        its other Indebtedness aggregating $25,000,000 or more; or any
        event specified in any note, agreement, indenture or other
        document evidencing or relating to any Indebtedness aggregating
        $25,000,000 or more shall occur if the effect of such event is to
        cause, or (with the giving of any notice or the lapse of time or
        both) to permit the holder or holders of such Indebtedness (or a
        trustee or agent on behalf of such holder or holders) to cause,
        such Indebtedness to become due prior to its stated maturity or
        to permit termination of the commitment to lend pursuant to any
        such instrument or agreement; or

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

             (d)  The Company shall default in the performance of any of
        its obligations under Section 8.01(f) or 8.05 through 8.10; or
        the Company shall default in the performance of any of its other
        obligations in this Agreement and such default shall continue
        unremedied for a period of 30 days after notice thereof to the
        Company by the Administrative Agent or any Lender (through the
        Administrative Agent); or

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

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

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                                    -53-

        Bankruptcy Code, or (vi) take any corporate action for the
        purpose of effecting any of the foregoing; or

             (g)  A proceeding or case shall be commenced against the
        Company or any of its Significant Subsidiaries without its
        application or consent, in any court of competent jurisdiction,
        seeking (i) its liquidation, reorganization, dissolution or
        winding-up, or the composition or readjustment of its debts, (ii)
        the appointment of a trustee, receiver, custodian, liquidator or
        the like of it or of all or any substantial part of its assets,
        or (iii) similar relief in respect of it under any law relating
        to bankruptcy, insolvency, reorganization, winding-up, or
        composition or adjustment of debts, and such proceeding or case
        shall continue undismissed, or an order, judgment or decree
        approving or ordering any of the foregoing shall be entered and
        continue unstayed and in effect, for a period of 60 days; or an
        order for relief against it shall be entered in an involuntary
        case under the Bankruptcy Code; or

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

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

             (j)  During any period of 25 consecutive calendar months (i)
        individuals who were directors of the Company on the first day of
        such period and (ii) other individuals whose election or
        nomination to the Board of Directors of the Company was approved
        by at least a majority of the individuals referred to in clause
        (i) above and (iii) other individuals whose election or

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                                    -54-

        nomination to the Board of Directors of the Company was approved
        by at least a majority of the individuals referred to in clauses
        (i) and (ii) above shall no longer constitute a majority of the
        Board of Directors of the Company; or

             (k)  The Guarantee provided in Section 11, or any provisions
        thereof, shall cease to be in full force and effect in all
        material respects, or any guarantor thereunder or any Person
        acting on behalf of such guarantor shall deny or disaffirm such
        guarantor's obligations under such Guarantee or shall default in
        the due performance or observance of any term, covenant or
        agreement on its part to be performed or observed pursuant to
        such Guarantee;

   THEREUPON:  (i) in the case of an Event of Default (other than one
   referred to in clause (f) or (g) of this Section 9 in respect of the
   Company) (x) the Administrative Agent may and, upon request of the
   Majority Lenders, shall, by notice to the Company, cancel the
   Commitments and (y) the Administrative Agent may and, upon request of
   Lenders holding at least 51% of the aggregate unpaid principal amount
   of Loans then outstanding shall, by notice to the Company, declare the
   principal amount of and the accrued interest on the Loans, and all
   other amounts payable by the Company or any other Borrower hereunder
   and under the Notes, to be forthwith due and payable, whereupon such
   amounts shall be immediately due and payable without presentment,
   demand, protest or other formalities of any kind, all of which are
   hereby expressly waived by the Company and each other Borrower; and
   (ii) in the case of the occurrence of an Event of Default referred to
   in clause (f) or (g) of this Section 9 in respect of the Company, the
   Commitments shall be automatically cancelled and the principal amount
   then outstanding of, and the accrued interest on, the Loans and all
   other amounts payable by the Company or any other Borrower hereunder
   and under the Notes shall become automatically immediately due and
   payable without presentment, demand, protest or other formalities of
   any kind, all of which are hereby expressly waived by the Company and
   each other Borrower.

             In addition, in the case of the occurrence of any event of
   the type referred to in clause (f) or (g) of this Section 9 in respect
   of any Designated Borrower, the principal amount then outstanding of,
   and accrued interest on, the Loans and other amounts payable by such
   Designated Borrower hereunder and under its Notes shall automatically
   become immediately due and payable without presentment, demand,
   protest or other formalities of any kind, all of which are hereby
   expressly waived by such Designated Borrower and the Company.  





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                                    -55-

             SECTION 10.  THE ADMINISTRATIVE AGENT.
                          ------------------------

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

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



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                                    -56-

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

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

             10.05  INDEMNIFICATION.  The Lenders agree to indemnify the
   Administrative Agent (to the extent not reimbursed under Section
   12.03, but without limiting the obligations of the Company under said
   Section 12.03), ratably in accordance with their respective
   Commitments, for any and all liabilities, obligations, losses,
   damages, penalties, actions, judgments, suits, costs, expenses or
   disbursements of any kind and nature whatsoever which may be imposed
   on, incurred by or asserted against the Administrative Agent in any
   way relating to or arising out of this Agreement or any other
   documents contemplated by or referred to herein or the transactions
   contemplated hereby (including, without limitation, the costs and
   expenses which the Company is obligated to pay under Section 12.03 but
   excluding, unless a Default has occurred and is continuing, normal
   administrative costs and expenses incident to the performance of its
   agency duties hereunder) or the enforcement of any of the terms
   hereof, or of any such other documents, PROVIDED that no Lender shall


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                                    -57-

   be liable for any of the foregoing to the extent they arise from the
   gross negligence or willful misconduct of the party to be indemnified.

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

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

             10.08  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT. 
   Subject to the appointment and acceptance of a successor
   Administrative Agent as provided below, the Administrative Agent may
   resign at any time by giving notice thereof to the Lenders and the
   Company and the Administrative Agent may be removed at any time with
   or without cause by the Majority Lenders.  Upon any such resignation
   or removal, the Majority Lenders shall have the right to appoint a
   successor Administrative Agent.  If no successor Administrative Agent
   shall have been so appointed by the Majority Lenders and shall have
   accepted such appointment within 30 days after the retiring
   Administrative Agent's giving of notice of resignation or the Majority
   Lenders' removal of the retiring Administrative Agent, then the
   retiring Administrative Agent may, on behalf of the Lenders, appoint a
   successor Administrative Agent, which shall be a bank with a combined
   capital and surplus of at least $100,000,000 which has an office in

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                                    -58-

   New York, New York.  Upon the acceptance of any appointment as
   Administrative Agent hereunder by a successor Administrative Agent,
   such successor Administrative Agent shall thereupon succeed to and
   become vested with all the rights, powers, privileges and duties of
   the retiring Administrative Agent, and the retiring Administrative
   Agent shall be discharged from its duties and obligations hereunder. 
   After any retiring Administrative Agent's resignation or removal
   hereunder as Administrative Agent, the provisions of this Section 10
   shall continue in effect for its benefit in respect of any actions
   taken or omitted to be taken by it while it was acting as the
   Administrative Agent.

             10.09  LEAD ARRANGER AND OTHER AGENTS.  Anything herein to
   the contrary notwithstanding, the Advisor, Lead Arranger and Book
   Manager, the Syndication Agent and the Documentation Agent listed on
   the cover page shall not have any duties or responsibilities under
   this Agreement, except in their capacity, if any, as Lenders.

             SECTION 11.  GUARANTEE.
                          ---------

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

             11.02  OBLIGATIONS UNCONDITIONAL.  The obligations of the
   Company hereunder are unconditional irrespective of (a) the value,
   genuineness, validity, regularity or enforceability of any of the
   Guaranteed Obligations, (b) any modification, amendment or variation
   in or addition to the terms of any of the Guaranteed Obligations or
   any covenants in respect thereof or any security therefor, (c) any
   extension of time for performance or waiver of performance of any

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                                    -59-

   covenant of any Designated Borrower or any failure or omission to
   enforce any right with regard to any of the Guaranteed Obligations,
   (d) any exchange, surrender, release of any other guaranty of or
   security for any of the Guaranteed Obligations, or (e) any other
   circumstance with regard to any of the Guaranteed Obligations which
   may or might in any manner constitute a legal or equitable discharge
   or defense of a surety or guarantor, it being the intent hereof that
   the obligations of the Company hereunder shall be absolute and
   unconditional under any and all circumstances.

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

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

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

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

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                                    -60-


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

             SECTION 12.  MISCELLANEOUS.
                          -------------

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

             12.02  NOTICES.  All notices and other communications
   provided for herein (including, without limitation, any modifications
   of, or requests, demands, waivers or consents under, this Agreement)
   shall be given or made by telex, telecopy, telegraph, cable or in
   writing and telexed, telecopied, telegraphed, cabled, mailed or
   delivered to the intended recipient at (i) in the case of the Company
   or the Administrative Agent, the "Address for Notices" specified below
   its name on the signature pages hereof and (ii) in the case of each
   Lender, the address (or telecopy) set forth in its Administrative
   Questionnaire; or, as to any party, at such other address as shall be
   designated by such party in a notice to each other party.  Except as
   otherwise provided in this Agreement, all such communications shall be
   deemed to have been duly given when transmitted by telex or
   telecopier, delivered to the telegraph or cable office or personally
   delivered or, in the case of a mailed notice, upon receipt, in each
   case given or addressed as aforesaid.  Each Designated Borrower hereby
   agrees that each notice or other communication provided for herein may
   be furnished to the Company or by the Company on its behalf in the
   manner specified above and each Designated Borrower further agrees
   that failure of the Company to deliver to such Designated Borrower any
   notice furnished in accordance with this Section 12.02 shall not
   affect the validity of such notice.

             12.03  EXPENSES, ETC.  The Company agrees to pay or
   reimburse each of the Lenders and the Administrative Agent for paying: 
   (a) the reasonable fees and expenses of Milbank, Tweed, Hadley &
   McCloy LLP, special New York counsel to the Administrative Agent, in
   connection with (i) the preparation, execution and delivery of this
   Agreement, the Designation Letters and the Notes and the making of the
   Loans hereunder and (ii) any amendment, modification or waiver

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                                    -61-

   (whether or not such amendment, modification or waiver shall become
   effective) of any of the terms of this Agreement or any of the Notes;
   (b) all reasonable costs and expenses of the Lenders and the
   Administrative Agent (including reasonable counsels' fees) in
   connection with the enforcement of this Agreement, any Designation
   Letter or any of the Notes; and (c) all transfer, stamp, documentary
   or other similar taxes, assessments or charges levied by any
   governmental or revenue authority in respect of this Agreement, any
   Designation Letter, any of the Notes or any other document referred to
   herein.  

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

             12.04  AMENDMENTS, ETC.  Except as otherwise expressly
   provided in this Agreement, any provision of this Agreement may be
   amended or modified only by an instrument in writing signed by the
   Company, the Administrative Agent and the Majority Lenders, or by the
   Company, and the Administrative Agent acting with the consent of the
   Majority Lenders, and any provision of this Agreement may be waived by
   the Majority Lenders or by the Administrative Agent acting with the
   consent of the Majority Lenders; PROVIDED that no amendment,
   modification or waiver shall, unless by an instrument signed by all of
   the Lenders or by the Administrative Agent acting with the consent of
   all of the Lenders:  (i) increase or extend the term, or extend the
   time or waive any requirement for the reduction or termination, of the
   Commitments, (ii) extend the date fixed for the payment of any
   principal of or interest on any Loan, (iii) reduce the amount of any
   principal of any Loan or the rate at which interest or any fee is
   payable hereunder, (iv) alter the terms of Section 11 or release the
   Company from any of its obligations thereunder, (v) alter the terms of
   this Section 12.04, (vi) amend the definition of the term "Majority
   Lenders" or modify in any other manner the number or percentage of the

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                                    -62-

   Lenders required to make any determinations or waive any rights
   hereunder or to modify any provision hereof, (vii) amend the
   definition of the term "Alternative Currency" or (viii) waive any of
   the conditions precedent set forth in Section 6; and PROVIDED;
   further, that any amendment of Section 10, or which increases the
   obligations or alters the rights of the Administrative Agent
   hereunder, shall require the consent of the Administrative Agent.

             12.05  ASSIGNMENTS AND PARTICIPATIONS.  

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

             (b)  No Lender may assign all or any part of its Loans, its
   Notes or its Commitment without the prior consent of the Company and
   the Administrative Agent, which consents will not be unreasonably
   withheld and, in the case of the Company, shall not be required if an
   Event of Default referred to in clauses (a), (f) or (g) of Section 9
   exists; PROVIDED that, (i) without the consent of the Company or the
   Administrative Agent, any Lender may assign to any Lender Affiliate or
   to another Lender all or (subject to the further clauses below) any
   portion of its Commitment; (ii) any such partial assignment shall be
   not less than $5,000,000 and in multiples of $1,000,000 in excess
   thereof, unless the Company and the Administrative Agent otherwise
   consent; and (iii) such assigning Lender shall also simultaneously
   assign the same proportion of each of its Committed Loans then
   outstanding.  Upon written notice to the Company and the
   Administrative Agent of an assignment permitted by the preceding
   sentence (which notice shall identify the assignee, the amount of the
   assigning Lender's Commitment and Loans assigned in detail reasonably
   satisfactory to the Administrative Agent) and upon the effectiveness
   of any assignment consented to by the Company (if required) and the
   Administrative Agent, the assignee shall have, to the extent of such
   assignment (unless otherwise provided in such assignment with the
   consent of the Company and the Administrative Agent), the obligations,
   rights and benefits of a Lender hereunder holding the Commitment and
   Loans (or portions thereof) assigned to it (in addition to the
   Commitment and Loans, if any, theretofore held by such assignee) and
   the assigning Lender shall, to the extent of any such Commitment
   assignment, be released from its Commitment (or portions thereof) so
   assigned.  Upon the effectiveness of any assignment referred to in
   this Section 12.05(b), the assigning Lender or the assignee Lender
   shall pay to the Administrative Agent a transfer fee in an amount
   equal to $3,500.

             (c)  A Lender may sell or agree to sell to one or more other
   Persons a participation in all or any part of its Commitment or its
   Loans, in which event each such participant shall be entitled to the

                              Credit Agreement
                              ----------------





                                    -63-

   rights and benefits of the provisions of Section 8.01(g) with respect
   to its participation as if (and the Company shall be directly
   obligated to such participant under such provisions as if) such
   participant were a "Lender" for purposes of said Section, but shall
   not have any other rights or benefits under this Agreement or such
   Lender's Notes (the participant's rights against such Lender in
   respect of such participation to be those set forth in the agreement
   (the "Participation Agreement") executed by such Lender in favor of
   the participant).  All amounts payable by the Company to any Lender
   under Section 5 shall be determined as if such Lender had not sold or
   agreed to sell any participations and as if such Lender were funding
   all of its Loans in the same way that it is funding the portion of its
   Loans in which no participations have been sold.  In no event shall a
   Lender that sells a participation be obligated to the participant
   under the Participation Agreement to take or refrain from taking any
   action hereunder or under such Lender's Notes except that such Lender
   may agree in the Participation Agreement that it will not, without the
   consent of the participant, agree to (i) the increase, or the
   extension of the term, or the extension of the time or waiver of any
   requirement for the reduction or termination, of such Lender's
   Commitment, (ii) the extension of any date fixed for the payment of
   principal of or interest on any participated Loan or any portion of
   any fees payable to the participant, (iii) the reduction of any
   payment of principal of any participated Loan, (iv) the reduction of
   the rate at which either interest or (if the participant is entitled
   to any part thereof) fees are payable hereunder to a level below the
   rate at which the participant is entitled to receive interest or fees
   (as the case may be) in respect of such participation or (v) any
   modification, supplement or waiver hereof or of any of the other
   Credit Documents to the extent that the same, under the terms hereof
   or thereof, requires the consent of each Lender.

             (d)  Any Lender may at any time pledge or assign a security
   interest in all or any portion of its rights under this Agreement and
   its Notes (if any) to secure obligations of such Lender, including any
   such pledge or assignment to a Federal Reserve Bank, and this Section
   shall not apply to any such pledge or assignment of a security
   interest; PROVIDED that no such pledge or assignment of a security
   interest shall release a Lender from any of its obligations hereunder
   or substitute any such assignee for such Lender as a party hereto.

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

             12.06  SURVIVAL.  The obligations of any Borrower under
   Sections 5.01, 5.05 and 5.06, the obligations of the Lenders under
   Section 10.05 and the obligations of the Company under Section 12.03

                              Credit Agreement
                              ----------------





                                    -64-

   shall survive the repayment of the Loans and the termination of the
   Commitments.  In addition, each representation and warranty made, or
   deemed to be made, by a notice of borrowing of Loans hereunder shall
   survive the making of such Loans, and no Lender shall be deemed to
   have waived, by reason of making any Loan, any Default or Event of
   Default which may arise by reason of such representation or warranty
   proving to have been false or misleading, notwithstanding that such
   Lender or the Administrative Agent may have had notice or knowledge or
   reason to believe that such representation or warranty was false or
   misleading at the time such Loan was made.

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

             12.08  COUNTERPARTS; EFFECTIVENESS.  This Agreement may be
   executed in any number of counterparts, each of which shall be
   identical and all of which, when taken together, shall constitute one
   and the same instrument, and any of the parties hereto may execute
   this Agreement by signing any such counterpart. Except as provided in
   Section 6.01, this Agreement shall become effective when it shall have
   been executed by the Administrative Agent and when the Administrative
   Agent shall have received counterparts hereof which, when taken
   together, bear the signatures of each of the other parties hereto, and
   thereafter shall be binding upon and inure to the benefit of the
   parties hereto and their respective successors and assigns.  Delivery
   of an executed counterpart of a signature page to this Agreement by
   telecopy shall be effective as delivery of a manually executed
   counterpart of this Agreement.

             12.09  GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS;
   WAIVER OF JURY TRIAL; ETC.

             (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
   ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL ACTION
   OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
   TRANSACTIONS CONTEMPLATED HEREBY, AND ANY ACTION OR PROCEEDING TO
   EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED IN CONNECTION
   THEREWITH, MAY BE INSTITUTED IN THE SUPREME COURT OF THE STATE OF NEW
   YORK, COUNTY OF NEW YORK OR IN THE U.S. DISTRICT COURT FOR THE
   SOUTHERN DISTRICT OF NEW YORK, AND EACH OBLIGOR IRREVOCABLY AND
   UNCONDITIONALLY SUBMITS GENERALLY (BUT NON-EXCLUSIVELY) TO THE
   JURISDICTION OF EACH SUCH COURT.  THE COMPANY IRREVOCABLY CONSENTS TO
   THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY
   THE MAILING OF COPIES OF SUCH PROCESS TO THE COMPANY AT ITS ADDRESS
   SET FORTH UNDERNEATH ITS SIGNATURE HERETO.  EACH DESIGNATED BORROWER
   HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
   BROUGHT IN NEW YORK MAY BE MADE UPON SUCH DESIGNATED BORROWER BY

                              Credit Agreement
                              ----------------





                                    -65-

   SERVICE UPON THE COMPANY AT THE "ADDRESS FOR NOTICES" SPECIFIED BELOW
   ITS NAME ON THE SIGNATURE PAGES HEREOF AND EACH DESIGNATED BORROWER
   HEREBY IRREVOCABLY APPOINTS THE COMPANY AS ITS AUTHORIZED AGENT
   ("PROCESS AGENT") TO ACCEPT, ON BEHALF OF ITSELF AND ITS PROPERTY,
   SUCH SERVICE OF PROCESS IN NEW YORK.  EACH OBLIGOR AGREES THAT A FINAL
   JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
   BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
   OTHER MANNER PROVIDED BY LAW.  EACH OBLIGOR IRREVOCABLY WAIVES, TO THE
   FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
   HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
   BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT
   IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH
   OBLIGOR FURTHER AGREES THAT ANY SUCH ACTION OR PROCEEDING AGAINST THE
   ADMINISTRATIVE AGENT AND/OR ANY OF THE LENDERS SHALL BE BROUGHT ONLY
   IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR
   IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND
   THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY CONSENT TO THE
   JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

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

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

             12.11  JUDGMENT CURRENCY.  This is an international loan
   transaction in which the specification of Dollars or an Alternative
   Currency, as the case may be (the "Specified Currency"), and any
   payment in New York City or the country of the Specified Currency, as
   the case may be (the "Specified Place"), is of the essence, and the
   Specified Currency shall be the currency of account in all events
   relating to Loans denominated in the Specified Currency.  The payment
   obligations of the Obligors under this Agreement and the Notes shall
   not be discharged by an amount paid in another currency or in another
   place, whether pursuant to a judgment or otherwise, to the extent that
   the amount so paid on conversion to the Specified Currency and
   transfer to the Specified Place under normal banking procedures does
   not yield the amount of the Specified Currency due hereunder at the
   Specified Place.  If for the purpose of obtaining judgment in any
   court it is necessary to convert a sum due hereunder in the Specified
   Currency into another currency (the "Second Currency"), the rate of
   exchange which shall be applied shall be that at which in accordance
   with normal banking procedures the Administrative Agent could purchase
   the Specified Currency with the Second Currency on the Business Day
   next preceding that on which such judgment is rendered.  The

                              Credit Agreement
                              ----------------





                                    -66-

   obligation of each Obligor in respect of any such sum due from it to
   the Administrative Agent or any Lender hereunder (an "Entitled
   Person") shall, notwithstanding the rate of exchange actually applied
   in rendering such judgment, be discharged only to the extent that on
   the Business Day following receipt by such Entitled Person of any sum
   adjudged to be due hereunder or under the Notes in the Second Currency
   such Entitled Person may in accordance with normal banking procedures
   purchase and transfer to the Specified Place the Specified Currency
   with the amount of the Second Currency so adjudged to be due; and each
   Obligor hereby, as a separate obligation and notwithstanding any such
   judgment, agrees to indemnify such Entitled Person against, and to pay
   such Entitled Person on demand in the Specified Currency, any
   difference between the sum originally due to such Entitled Person in
   the Specified Currency and the amount of the Specified Currency so
   purchased and transferred.

             12.12  EUROPEAN MONETARY UNION.  (a)  If, as a result of the
   implementation of European monetary union, (i) any National Currency
   ceases to be lawful currency of the nation issuing the same and is
   replaced by the Euro, or (ii) any National Currency and the Euro are
   at the same time recognized by any governmental authority of the
   nation issuing such National Currency as lawful currency of such
   nation and the Administrative Agent or the Majority Lenders shall so
   request in a notice delivered to the Company, then any amount payable
   hereunder by any party hereto in such National Currency shall instead
   be payable in the Euro and the amount so payable shall be determined
   by translating the amount payable in such National Currency to the
   Euro at the exchange rate recognized by the European Central Bank for
   the purpose of implementing European monetary union.  Prior to the
   occurrence of the event or events described in clause (i) or (ii) of
   the preceding sentence, each amount payable hereunder in any National
   Currency will, except as otherwise provided herein, continue to be
   payable only in that Currency.

             (b)  The Company agrees, at the request of any Lender, to
   compensate such Lender for any loss, cost, expense or reduction in
   return that such Lender shall reasonably determine shall be incurred
   or sustained by such Lender as a result of the implementation of
   European monetary union and that would not have been incurred or
   sustained but for the transactions provided for herein.  A certificate
   of a Lender setting forth such Lender's determination of the amount or
   amounts necessary to compensate such Lender shall be delivered to the
   Company and shall be conclusive absent manifest error so long as such
   determination is made on a reasonable basis.  The Company shall pay
   such Lender the amount shown as due on any such certificate within 10
   days after receipt thereof.




                              Credit Agreement
                              ----------------





                                    -67-

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

                              By   /s/ C. R. Davenport
                                   -------------------------------------
                                   Name:  C. R. Davenport
                                   Title:  Vice President -- Treasurer

                              Address for Notices:
                              Newell Rubbermaid Inc.
                              29 East Stephenson Street
                              Freeport, Illinois 61032

                              Attn:  C.R. Davenport
                                       Vice President-Treasurer

                              Telecopy No.:  815-233-8060
                              Telephone No.:  815-233-8040






























                              Credit Agreement
                              ----------------





                                    -68-

                              THE ADMINISTRATIVE AGENT
                              ------------------------

                              THE CHASE MANHATTAN BANK,
                                as Administrative Agent

                              By   /s/ Randolph E. Cates
                                   -------------------------------------
                                 Name:  Randolph E. Cates
                                 Title:  Vice President

                              Address for Notices:

                              The Chase Manhattan Bank
                              Loan and Agency Services Group
                              1 Chase Manhattan Plaza
                              8th Floor
                              New York, New York 10081

                              Attention:  Christina R. Gould

                              Telecopier No.:  (212) 552-5777
                              Telephone No.:   (212) 552-7684



























                              Credit Agreement
                              ----------------





                                    -69-

                              LENDERS
                              -------

                              THE CHASE MANHATTAN BANK

                              By   /s/ Randolph E. Cates
                                   -------------------------------------
                                   Name:  Randolph E. Cates
                                   Title:  Vice President









































                              Credit Agreement
                              ----------------





                                    -70-

                              BANK ONE, NA

                              By   /s/ Richard R. Howard
                                   -------------------------------------
                                   Name:  Richard R. Howard
                                   Title:  Vice President












































                              Credit Agreement
                              ----------------





                                    -71-

                              ROYAL BANK OF CANADA

                              By   /s/ Gordon C. MacArthur
                                   -------------------------------------
                                   Name:  Gordon C. MacArthur
                                   Title:  Senior Manager












































                              Credit Agreement
                              ----------------





                                    -72-

                              BANK OF AMERICA, N.A.

                              By   /s/ Gretchen Spoo
                                   ----------------------------------
                                   Name:  Gretchen Spoo
                                   Title:  Vice President













































                              Credit Agreement
                              ----------------





                                    -73-

                              BARCLAYS BANK PLC

                              By   /s/ L. Peter Yetman
                                   -------------------------------------
                                   Name:  L. Peter Yetman
                                   Title:  Director












































                              Credit Agreement
                              ----------------





                                    -74-

                              COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK
                              AND GRAND CAYMAN BRANCHES

                              By   /s/ Mark Monsow
                                   -------------------------------------
                                   Name:  Mark Monsow
                                   Title:  Vice President

                              By   /s/ Albert Morrow
                                   -------------------------------------
                                   Name:  Albert Morrow
                                   Title:  Assistant Treasurer






































                              Credit Agreement
                              ----------------





                                    -75-

                              DANSKE BANK A/S,
                              NEW YORK BRANCH

                              By   /s/ George B. Wendell
                                   -------------------------------------
                                   Name:  George B. Wendell
                                   Title:  Vice President

                              By   /s/ Daniel F. Lenzo
                                   -------------------------------------
                                   Name:  Daniel F. Lenzo
                                   Title:  Vice President






































                              Credit Agreement
                              ----------------





                                    -76-

                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                              By   /s/ Robert Bottamedi
                                   -------------------------------------
                                   Name:  Robert Bottamedi
                                   Title:  Vice President












































                              Credit Agreement
                              ----------------





                                    -77-

                              BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH

                              By   /s/ J. Dickerhof
                                   --------------------------------------
                                   Name:  J. Dickerhof
                                   Title:  Vice President

                              By   /s/ Frank Maffei
                                   --------------------------------------
                                   Name:  Frank Maffei
                                   Title:  Authorized Signature







































                              Credit Agreement
                              ----------------





                                    -78-

                              BANCO BILBAO VIZCAYA ARGENTARIA, NEW YORK

                              By   /s/ John Martini
                                   -------------------------------------
                                   Name:  John Martini
                                   Title:  Vice President - Corporate
                                             Banking
                              By   /s/ Manuel Sanchez
                                   -------------------------------------
                                   Name:  Manuel Sanchez
                                   Title:  Global Rel. Manager -
                                             Corporate Banking






































                              Credit Agreement
                              ----------------





                                    -79-

                              THE BANK OF TOKYO-MITSUBISHI, LTD., 
                              CHICAGO BRANCH

                              By   /s/ Hisashi Miyashiro
                                   -------------------------------------
                                   Name:  Hisashi Miyashiro
                                   Title:  Deputy General Manager











































                              Credit Agreement
                              ----------------





                                    -80-

                              BNP PARIBAS,

                              By   /s/ Jo Ellen Bender
                                   -------------------------------------
                                   Name:  Jo Ellen Bender
                                   Title:  Senior Vice President

                              By   /s/ Frederick H. Moryl, Jr.
                                   -------------------------------------
                                   Name:  Frederick H. Moryl, Jr.
                                   Title:  Senior Vice President







































                              Credit Agreement
                              ----------------





                                    -81-

                              ING BANK N.V.

                              By   /s/ Alan Duffy
                                   -------------------------------------
                                   Name:  Alan Duffy
                                   Title:  Vice President

                              By   /s/ Michael Fenlon
                                   -------------------------------------
                                   Name:  Michael Fenlon
                                   Title:  Manager







































                              Credit Agreement
                              ----------------





                                    -82-

                              THE SANWA BANK, LIMITED

                              By   /s/ Lee E. Prewitt
                                   -------------------------------------
                                   Name:  Lee E. Prewitt
                                   Title:  Vice President












































                              Credit Agreement
                              ----------------





                                    -83-

                              BANCA DI ROMA - CHICAGO BRANCH

                              By   /s/ James W. Semonchik
                                   -------------------------------------
                                   Name:  James W. Semonchik
                                   Title:  Vice President

                              By   /s/ Enrico Verdoscia
                                   -------------------------------------
                                   Name:  Enrico Verdoscia
                                   Title:  Sr. Vice Pres. & Branch Mgr.







































                              Credit Agreement
                              ----------------





                                    -84-

                              THE BANK OF NEW YORK

                              By   /s/ David G. Shedd
                                   -------------------------------------
                                   Name:  David G. Shedd
                                   Title:  Vice President












































                              Credit Agreement
                              ----------------





                                    -85-

                              THE DAI-ICHI KANGYO BANK, LTD.

                              By   /s/ Nobuyasu Fukatsu
                                   -------------------------------------
                                   Name:  Nobuyasu Fukatsu
                                   Title:  General Manager












































                              Credit Agreement
                              ----------------





                                    -86-

                              FIRSTAR BANK, NA

                              By   /s/ R. Bruce Anthony
                                   -------------------------------------
                                   Name:  R. Bruce Anthony
                                   Title:  Assistant Vice President












































                              Credit Agreement
                              ----------------






                                    -87-

                              MERITA BANK PLC

                              By   /s/ Anu Seppala
                                   -------------------------------------
                                   Name:  Anu Seppala
                                   Title:  Vice President

                              By   /s/ John. F. Kehnle
                                   -------------------------------------
                                   Name:  John F. Kehnle
                                   Title:  Vice President







































                              Credit Agreement
                              ----------------





                                    -88-

                              WACHOVIA BANK, N.A.

                              By   /s/ Susan F. Holmes
                                   -------------------------------------
                                   Name:  Susan F. Holmes
                                   Title:  Vice President












































                              Credit Agreement
                              ----------------





                                                                  Annex I
                                 Commitments
                                 -----------
    Lender                                                    Commitment
    ------                                                    ----------

    The Chase Manhattan Bank                                $50,000,000

    Bank One, NA                                             50,000,000
    Royal Bank of Canada                                     50,000,000

    Bank of America, N.A.                                    50,000,000

    Barclays Bank PLC                                        50,000,000

    Commerzbank AG, New York and Grand Cayman Branches       50,000,000
    Danske Bank A/S, New York Branch                         50,000,000

    Morgan Guaranty Trust Company of New York                50,000,000

    Banca Commerciale Italiana, New York Branch              30,000,000

    Banco Bilbao Vizcaya Argentaria, New York                30,000,000
    The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch       30,000,000

    Banque Nationale de Paris, Chicago Branch                30,000,000

    ING Bank N.V.                                            30,000,000

    The Sanwa Bank, Limited                                  30,000,000
    Banca di Roma - Chicago Branch                           20,000,000

    The Bank of New York                                     20,000,000

    The Dai-Ichi Kangyo Bank, Ltd.                           20,000,000

    Firstar Bank, NA                                         20,000,000
    Merita Bank Plc                                          20,000,000

    Wachovia Bank, N.A.                                      20,000,000



    Total                                                  $700,000,000
                                                           ============







                                 Commitments
                                 -----------





                                                               SCHEDULE I

                            LIST OF INDEBTEDNESS

















































                            List of Indebtedness
                            ---------------------





                                                             SCHEDULE II 


                            LIST OF CERTAIN LIENS
















































                            List of Indebtedness
                            ---------------------





                                                              EXHIBIT A-1

                [FORM OF OPINION OF SPECIAL ILLINOIS COUNSEL]

















































                 Form of Opinion of Special Illinois Counsel
                 -------------------------------------------





                                                              EXHIBIT A-2


                [FORM OF OPINION OF ASSOCIATE GENERAL COUNSEL
                         TO NEWELL RUBBERMAID INC.]


                                                   [______________], 2000

   To the Lenders Party to the Credit Agreement
     referred to Below and The Chase 
     Manhattan Bank, as Administrative Agent

   Ladies and Gentlemen:

             I am the Associate General Counsel of Newell Rubbermaid Inc.
   (the "Company") and am rendering the opinion contained herein in
   connection with the 364-Day Credit Agreement (the "Credit Agreement"),
   dated as of October 23, 2000, among the Company, the Lenders party
   thereto and The Chase Manhattan Bank, as Administrative Agent.  Terms
   defined in the Credit Agreement are used herein as defined therein.  

             In rendering the opinion expressed below, I have examined
   the originals or copies of such corporate and stockholder records,
   agreements and instruments of the Company, certificates of public
   officials and of officers of the Company and such other documents and
   papers as I have deemed necessary as a basis for the opinion
   hereinafter expressed.  In such examination, I have assumed the
   genuineness of all signatures, the authenticity of documents submitted
   to me as originals and the conformity to the original documents of all
   documents submitted to me as copies.  With respect to matters of fact,
   I have relied upon representations and certificates of public
   officials and of officers of the Company, including the
   representations made by the Company in the Credit Agreement.

             Based upon the foregoing and subject to the qualifications
   set forth below, and having due regard for such legal considerations
   as I have deemed relevant, I am of the opinion that, to my knowledge,
   there are no legal or arbitral proceedings, and no proceedings by or
   before any governmental or regulatory authority or agency, pending or
   threatened against the Company or any of its Subsidiaries which could
   be reasonably expected to have a Material Adverse Effect.

             This opinion has been rendered solely to you for your use in
   connection with the Credit Agreement.  No other Person shall be
   entitled to rely hereon without my prior written consent.

                                           Very truly yours,




                     Form of Opinion of General Counsel
                     ----------------------------------





                                                                EXHIBIT B


                    [FORM OF OPINION OF SPECIAL NEW YORK
                    COUNSEL TO THE ADMINISTRATIVE AGENT]


                                                   [______________], 2000

   Each of the Lenders party to
   the Credit Agreement referred
   to below and The Chase Manhattan
   Bank, as Administrative Agent


   Ladies and Gentlemen:

             We have acted as special New York counsel to The Chase
   Manhattan Bank in connection with the 364-Day Credit Agreement dated
   as of October 23, 2000 (the "Credit Agreement") among Newell
   Rubbermaid Inc., a corporation organized under the laws of Delaware
   (the "Company"), the Lenders party thereto and The Chase Manhattan
   Bank, in its capacity as agent for said Lenders (the "Administrative
   Agent"), providing for, among other things, the making of loans by the
   Lenders in an aggregate principal amount not to exceed $700,000,000. 
   All capitalized terms used but not defined herein have the respective
   meanings given to such terms in the Credit Agreement.

             In rendering the opinions expressed below, we have examined:

             (a)  the Credit Agreement; and
             (b)  the Notes (if any) being executed and delivered to the
                  Lenders on the Effective Date (herein, the "Notes") 

   The Credit Agreement and the Notes (if any) are collectively referred
   to as the "Credit Documents".

             In our examination, we have assumed the authenticity of all
   documents submitted to us as originals and the conformity with
   authentic original documents of all documents submitted to us as
   copies.  When relevant facts were not independently established, we
   have relied upon representations made in the Credit Documents.

             In rendering the opinions expressed below, we have assumed,
   with respect to the Credit Documents, that:





                 Form of Opinion of Special New York Counsel
                         to the Administrative Agent
                 -------------------------------------------





                                     -2-

             (i)  the Credit Documents have been duly authorized by, have
                  been duly executed and delivered by, and (except to the
                  extent set forth below, as to the Company) constitute
                  legal, valid, binding and enforceable obligations of,
                  all of the parties to such documents;

             (ii) all signatories to the Credit Documents have been duly
                  authorized; and

            (iii) all of the parties to the Credit Documents are duly
                  organized and validly existing and have the power and
                  authority (corporate or other) to execute, deliver and
                  perform the Credit Documents.

             Based upon and subject to the foregoing and subject also to
   the comments and qualifications set forth below, and having considered
   such questions of law as we have deemed necessary as a basis for the
   opinions expressed below, we are of the opinion that each Credit
   Document (assuming, in the case of the Notes of the Company, execution
   and delivery thereof for value) constitutes the legal, valid and
   binding obligation of the Company enforceable against the Company in
   accordance with its terms, except as may be limited by bankruptcy,
   insolvency, reorganization, moratorium or other similar laws relating
   to or affecting the rights of creditors generally and except as the
   enforceability of the Credit Documents is subject to the application
   of general principles of equity (regardless of whether considered in a
   proceeding in equity or at law), including, without limitation, (a)
   the possible unavailability of specific performance, injunctive relief
   or any other equitable remedy and (b) concepts of materiality,
   reasonableness, good faith and fair dealing.

             The foregoing opinions are subject to the following comments
   and qualifications:

             A.   The enforceability of Section 12.03 of the Credit
   Agreement may be limited by laws limiting the enforceability of
   provisions exculpating or exempting a party, or requiring
   indemnification of a party for, liability for its own action or
   inaction, to the extent the action or inaction involves gross
   negligence, recklessness, willful misconduct or unlawful conduct.

             B.   The enforceability of provisions in the Credit
   Documents to the effect that terms may not be waived or modified
   except in writing may be limited under certain circumstances.




                 Form of Opinion of Special New York Counsel
                         to the Administrative Agent
                 -------------------------------------------





                                     -3-

             C.   We express no opinion as to (i) the effect of the laws
   of any jurisdiction in which any Lender is located (other than the
   State of New York) that limit the interest, fees or other charges such
   Lender may impose, (ii) the third sentence of Section 4.05(b) of the
   Credit Agreement, (iii) Section 12.11 of the Credit Agreement, (iv)
   the second sentence of Section 12.09(a) of the Credit Agreement,
   insofar as such sentence relates to the subject matter jurisdiction of
   the United States District Court for the Southern District of New York
   to adjudicate any controversy related to the Credit Documents and (v)
   the waiver of inconvenient forum set forth in Section 12.09(a) of the
   Credit Agreement with respect to proceedings in the United States
   District Court for the Southern District of New York.

             D.   We point out with reference to obligations stated to be
   payable in an Alternative Currency that (a) a New York statute
   provides that a judgment rendered by a court of the State of New York
   in respect of an obligation denominated in a currency other than
   Dollars would be rendered in such other currency and would be
   converted into Dollars at the rate of exchange prevailing on the date
   of entry of the judgment and (b) a judgment rendered by a Federal
   court sitting in the State of New York in respect of an obligation
   denominated in a currency other than Dollars may be expressed in
   Dollars, but we express no opinion as to the rate of exchange such
   Federal court would apply.  

             The foregoing opinions are limited to matters involving the
   Federal laws of the United States of America and the law of the State
   of New York, and we do not express any opinion as to the laws of any
   other jurisdiction.

             This opinion letter is, pursuant to Section 6.01(d) of the
   Credit Agreement, provided to you by us in our capacity as your
   special New York counsel and may not be relied upon by any Person for
   any purpose other than in connection with the transactions
   contemplated by the Credit Agreement without, in each instance, our
   prior written consent.

                                           Very truly yours,

   WJM/RJW








                 Form of Opinion of Special New York Counsel
                         to the Administrative Agent
                 -------------------------------------------





                                                                EXHIBIT C


                      [FORM OF COMPETITIVE BID REQUEST]

                           COMPETITIVE BID REQUEST

                                                   [______________, 20__]

   The Chase Manhattan Bank,
     as Administrative Agent
   Loan and Agency Services Group
   1 Chase Manhattan Plaza
   8th Floor
   New York, New York  10081

   Attention:  

   Ladies and Gentlemen:

             Reference is made to the 364-Day Credit Agreement dated as
   of October 23, 2000 (as amended, supplemented and otherwise modified
   and in effect from time to time, the "Credit Agreement"), among Newell
   Rubbermaid Inc., a Delaware corporation, the Lenders party thereto and
   The Chase Manhattan Bank, as Administrative Agent.  Terms used but not
   defined herein have the respective meanings given to such terms under
   the Credit Agreement.  This Competitive Bid Request is being delivered
   to the Administrative Agent pursuant to Section 2.03(b) of the Credit
   Agreement.

             The undersigned hereby requests that the Lenders submit, as
   provided in Section 2.03(c) of the Credit Agreement, Competitive Bids
   for the proposed Competitive Borrowing(s) described below:

                   Borrowing                                 Interest
       Borrower       Date    Currency   Amount*    Type**  Period***
       --------    ---------  --------   -------    ------  ---------



   __________________
   *    Each amount must be per Section 2.03(c)(ii) or an integral
        multiple of $1,000,000 or the Foreign Currency Equivalent therof.
   **   Insert either "Margin" (in the case of Competitive LIBOR Loans)
        or "Rate" (in the case of Set Rate Loans).
   ***  1, 2, 3 or 6 months (in the case of a Competitive LIBOR Loan) or
        a period of up to 180 days after the making of the Loan the last
        day of which is a Business Day (in the case of a Set Rate Loan).




                       Form of Competitive Bid Request
                       -------------------------------





                                     -2-

             Please notify, as provided in Section 2.03(b) of the Credit
   Agreement, the Lenders of this Competitive Bid Request.

                                           Very truly yours,

                                           NEWELL RUBBERMAID INC.


                                           By __________________________
                                              Name:
                                              Title:







































                       Form of Competitive Bid Request
                       -------------------------------





                                                                EXHIBIT D


                          [FORM OF COMPETITIVE BID]

                               Competitive Bid

                                                   [______________, 20__]

   The Chase Manhattan Bank,
     as Administrative Agent
   Loan and Agency Services Group
   1 Chase Manhattan Plaza
   8th Floor
   New York, New York  10081

   Attention:  

   Ladies and Gentlemen:

             Reference is made to the 364-Day Credit Agreement dated as
   of October 23, 2000 (as amended, supplemented and otherwise modified
   and in effect from time to time, the "Credit Agreement"), among Newell
   Rubbermaid Inc., a Delaware corporation, the Lenders party thereto and
   The Chase Manhattan Bank, as Administrative Agent.  Terms used but not
   defined herein have the respective meanings given to such terms under
   the Credit Agreement.  This Competitive Bid is being delivered to the
   Administrative Agent pursuant to Section 2.03(c) of the Credit
   Agreement.

             In response to the Competitive Bid Request of the Company
   dated [_______, 200_], the undersigned hereby submits, as provided in
   Section 2.03(c) of the Credit Agreement, Competitive Bid(s) for the
   proposed Competitive Borrowing(s) described below:

               Borrowing                               Interest
    Borrower     Date     Currency   Amount*   Type**  Period*** Rate****
    --------   --------   --------   -------   ------  --------- --------



   __________________
   *    Each amount must be per Section 2.03(c)(ii) or an integral
        multiple of $1,000,000 or the Foreign Currency Equivalent
        thereof.
   **   Insert either "Margin" (in the case of Competitive LIBOR Loans)
        or "Rate" (in the case of Set Rate Loans).
   ***  1, 2, 3 or 6 months (in the case of a Competitive LIBOR Loan) or
        a period of up to 180 days after the making of the Loan the last
        day of which is a Business Day (in the case of a Set Rate Loan).


                           Form of Competitive Bid
                           -----------------------





                                     -2-

   **** For a Competitive LIBOR Loan, specify margin over or under the
        LIBO Rate determined for the applicable Interest Period as a
        percentage (rounded to the nearest 1/10,000th of 1%) and whether
        "PLUS" or "MINUS".  For a Set Rate Loan, specify rate of interest
        per annum (rounded to the nearest 1/10,000th of 1%).

   PROVIDED that the Company may not accept offers that would result in
   the undersigned making Competitive Loans pursuant hereto in excess of
   $[____________] in the aggregate (the "Competitive Loan Limit").

             Please notify, as provided in Section 2.03(d) of the Credit
   Agreement, the Company of this Competitive Bid.

             We understand and agree that the offer(s) set forth above,
   subject to the satisfaction of the applicable conditions set forth in
   the Credit Agreement, irrevocably obligate(s) us to make the
   Competitive Loan(s) for which any offer(s) [is] [are] accepted, in
   whole or in part (subject to the third sentence of Section 2.03(e) of
   the Credit Agreement and any Competitive Loan Limit specified above).

                                           Very truly yours,

                                           [NAME OF LENDER]


                                           By __________________________
                                              Name:
                                              Title:






















                           Form of Competitive Bid
                           -----------------------





                                                              EXHIBIT E-1


                        [FORM OF DESIGNATION LETTER]


                                           [Date]

   To The Chase Manhattan Bank,
     as Administrative Agent
   Loan and Agency Services Group
   1 Chase Manhattan Plaza
   8th Floor
   New York, New York  10081

   Attention:

   Ladies and Gentlemen:

             We make reference to the 364-Day Credit Agreement (as
   amended, supplemented and otherwise modified and in effect from time
   to time, the "Credit Agreement"), dated as of October 23, 2000 among
   Newell Rubbermaid Inc. (the "Company"), the lenders party thereto (the
   "Lenders") and The Chase Manhattan Bank, as Administrative Agent (in
   such capacity, the "Administrative Agent").  Terms defined in the
   Credit Agreement are used herein as defined therein.

             The Company hereby designates [_____________] (the
   "Designated Borrower"), a Wholly-Owned Subsidiary of the Company and a
   corporation duly incorporated under the laws of [STATE/COUNTRY], as a
   Borrower in accordance with Section 2.04 of the Credit Agreement until
   such designation is terminated in accordance with said Section 2.04,
   entitled to borrow Competitive Loans.

             The Designated Borrower hereby accepts the above designation
   and hereby expressly and unconditionally accepts the obligations of a
   Borrower under the Credit Agreement, adheres to the Credit Agreement
   and agrees and confirms that, upon your execution and return to the
   Company of the enclosed copy of this letter, it shall be a Borrower
   for purposes of the Credit Agreement and agrees to be bound by and to
   perform and comply with the terms and provisions of the Credit
   Agreement applicable to it as if it had originally executed the Credit
   Agreement.  The Designated Borrower hereby authorizes and empowers the
   Company to act as its representative and attorney-in-fact for the
   purposes of signing documents and giving and receiving notices
   (including notices of borrowing under Section 2 of the Credit
   Agreement) and other communications in connection with the Credit
   Agreement and the transactions contemplated thereby and for the
   purposes of modifying or amending any provision of the Credit



                         Form of Designation Letter
                         --------------------------





                                     -2-

   Agreement and further agrees that the Administrative Agent and each
   Lender may conclusively rely on the foregoing authorization.

             The Company hereby represents and warrants to the
   Administrative Agent and each Lender that, before and after giving
   effect to this Designation Letter, (i) the representations and
   warranties set forth in Section 7 of the Credit Agreement are true and
   correct as if made on and as of the date hereof and as if each of the
   representations and warranties in Sections 7.01, 7.04, 7.05 and 7.06
   specifically included a reference to the Designated Borrower and (ii)
   no Default has occurred and is continuing.

             The Designated Borrower hereby agrees that this Designation
   Letter, the Credit Agreement and the Notes shall be governed by, and
   construed in accordance with, the law of the State of New York.  The
   Designated Borrower hereby submits to the nonexclusive jurisdiction of
   the United States District Court for the Southern District of New York
   and of the Supreme Court of the State of New York, County of New York,
   for the purposes of all legal proceedings arising out of or relating
   to this Designation Letter, the Credit Agreement or the transactions
   contemplated thereby.  The Designated Borrower irrevocably waives, to
   the fullest extent permitted by law, any objection which it may now or
   hereafter have to the laying of the venue of any such proceeding
   brought in such a court and any claim that any such proceeding brought
   in such a court has been brought in an inconvenient forum.  The
   Designated Borrower further agrees that service of process in any such
   action or proceeding brought in New York may be made upon it by
   service upon the Company at the "Address for Notices" specified below
   its name on the signature pages to the Credit Agreement and the
   Designated Borrower hereby irrevocably appoints the Company as its
   authorized agent ("Process Agent") to accept, on behalf of it and its
   property such service of process in New York.

             THE DESIGNATED BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
   EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
   LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS DESIGNATION
   LETTER, THE CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

             Anything herein to the contrary notwithstanding, the Company
   and the Designated Borrower hereby agree that unless and until the
   Designated Borrower becomes an Approved Designated Borrower as
   aforesaid, Committed Loans are not available to the Designated
   Borrower under the Credit Agreement; and the Administrative Agent
   hereby agrees on behalf of the Lenders that the provisions of Section
   5.06(a) of the Credit Agreement are not applicable to the Designated
   Borrower, unless and until the Designated Borrower becomes an Approved
   Designated Borrower.



                         Form of Designation Letter
                         --------------------------





                                     -3-

             [The Company hereby requests that the Designated Borrower be
   approved as an Approved Designated Borrower.  Subject to the approval
   of all of the Lenders (to be evidenced by your signing at the place
   below indicated and returning to the Company the enclosed copy of this
   letter) such Designated Borrower will become an Approved Designated
   Borrower entitled to borrow both Committed Loans and Competitive
   Loans.]

                                           NEWELL RUBBERMAID INC.


                                           By __________________________
                                              Name:
                                              Title:

                                           [DESIGNATED BORROWER]


                                           By ___________________________
                                              Name:
                                              Title:

                                                   [Insert Address]

   [Consent and Agree to the aforesaid 
   Designated Borrower being an 
   Approved Designated Borrower:

   THE CHASE MANHATTAN BANK
   As Administrative Agent for and on behalf 
   of the Lenders

   By ________________________
      Name:
      Title:

   Date:_____________________]













                         Form of Designation Letter
                         --------------------------





                                                              EXHIBIT E-2

                        [FORM OF TERMINATION LETTER]

                                           [Date]

   To The Chase Manhattan Bank,
      as Administrative Agent
      Loan and Agency Services Group
      1 Chase Manhattan Plaza
      8th Floor
      New York, New York  10081

   Attention:

   Ladies and Gentlemen:

             We make reference to the 364-Day Credit Agreement (as
   amended, supplemented and otherwise modified and in effect from time
   to time, the "Credit Agreement") dated as of October 23, 2000 among
   Newell Rubbermaid Inc. (the "Company"), the Lenders party thereto (the
   "Lenders") and The Chase Manhattan Bank as Administrative Agent (in
   such capacity, the "Administrative Agent").  Terms defined in the
   Credit Agreement are used herein as defined therein.

             The Company hereby terminates the status as a Designated
   Borrower of [______________], a corporation incorporated under the
   laws of [STATE/COUNTY], in accordance with Section 2.04 of the Credit
   Agreement, effective as of the date of receipt of this notice by the
   Administrative Agent.  The undersigned hereby represent and warrant
   that all principal and interest on any Loan of the above-referenced
   Designated Borrower and all other amounts payable by such Designated
   Borrower pursuant to the Credit Agreement have been paid in full on or
   prior to the date hereof.  Notwithstanding the foregoing, this
   Termination Letter shall not affect any obligation which by the terms
   of the Credit Agreement survives termination thereof.

                                           NEWELL RUBBERMAID INC.


                                           By ___________________________
                                              Name:
                                              Title:

                                           [INSERT NAME OF DESIGNATED
                                           BORROWER]


                                           By __________________________
                                              Name:
                                              Title: 




                         Form of Termination Letter
                         --------------------------
   

                                                             EXHIBIT 10.5
                                                             ------------











                          NEWELL OPERATING COMPANY
               SUPPLEMENTAL RETIREMENT PLAN FOR KEY EXECUTIVES
                              1999 RESTATEMENT

                          Effective January 1, 1999





                          NEWELL OPERATING COMPANY
               SUPPLEMENTAL RETIREMENT PLAN FOR KEY EXECUTIVES
                              1999 RESTATEMENT

                          Effective January 1, 1999

                                  ARTICLE I
                           PURPOSE; EFFECTIVE DATE
                           -----------------------

        The purpose of this Supplemental Retirement Plan for Key
   Executives (hereinafter referred to as the "Plan") is to provide
   supplemental retirement and death benefits for certain employees of
   Newell Operating Company (hereinafter referred to as "Company").  The
   Plan was originally effective as of January 1, 1982 and was restated
   effective January 1, 1996.  This restatement of the Plan shall be
   effective as of January 1, 1999.

                                 ARTICLE II
                                 DEFINITIONS
                                 -----------

        For the purposes of the Plan, the following terms shall have the
   meanings indicated, unless the context clearly indicates otherwise:

        2.1  ACTUARIAL EQUIVALENT.  "Actuarial Equivalent" means
   equivalence in value between two or more forms of payment based on a
   determination by an actuary chosen by the Company, using sound
   actuarial assumptions at the time of such determination.

        2.2  BENEFICIARY.  "Beneficiary" means the person, persons or
   entity entitled under Section 4.2(b) to receive
 any Plan benefits
   payable after a Participant's death.

        2.3  BOARD.  "Board" means the Board of Directors of the Company.

        2.4  COMMITTEE.  "Committee" means the Compensation and Benefits
   Committee of the Board.  The Committee will administer the Plan
   pursuant to Article VII.

        2.5  COMPANY.  "Company" means Newell Operating Company, a
   Delaware corporation, or any successor to the business thereof, and
   any affiliated or subsidiary corporations thereof or of Newell Co.

        2.6  COMPENSATION.  "Compensation" means the base salary payable
   to and bonus earned by a Participant from the Company and considered
   to be "wages" for purposes of federal income tax withholding and shall
   not include severance pay.  Compensation shall be calculated before
   reduction for any amounts deferred by the Participant pursuant to the
   Company's tax qualified plans which may be maintained under Section
   401(k) or Section 125 of the Internal Revenue Code of 1986, as amended
   (the "Code"), or under the Newell Co. Deferred Compensation Plan. 

                                      1





   Inclusion of any other forms of compensation is subject to Committee
   approval.

        2.7  CREDITED SERVICE.  "Credited Service" means the total period
   of elapsed time, computed in years and days, during the period
   beginning on a Participant's Credited Service Date and ending on his
   date of termination of employment with the Company, or the date
   designated by the Board as described in Section 3.2.  Credited Service
   shall include leaves of absence authorized by the Company but shall
   not include any period following termination of employment during
   which severance pay is received.

        2.8  CREDITED SERVICE DATE.  "Credited Service Date" means
   either:

             (a)   the date on which a Participant commenced employment
        with Newell Co. or Newell Operating Company; or (b) the later of

                  (1)  the date a Participant commenced employment with
             an affiliate or subsidiary of Newell Co. or of Newell
             Operating Company, or

                  (2)  the date such affiliate or subsidiary initially
             became an affiliate or a subsidiary of Newell Co. or of
             Newell Operating Company.

   Credited Service will start to accrue from the applicable Credited
   Service Date.

        2.9  DEATH BENEFIT OFFSET.  "Death Benefit Offset" means the
   aggregate monthly death benefit (or Actuarial Equivalent) payable in
   the same manner and form described in Section 4.1(b) with respect to a
   Participant from all Plan Offsets.

        2.10 DEFERRED RETIREMENT DATE.  "Deferred Retirement Date" means
   a date that occurs after the Participant's Normal Retirement Date.

        2.11 DEPENDENT CHILDREN.  "Dependent Children" means a
   Participant's unmarried children (including posthumous children and
   adopted children, but only those adopted at least one (1) year prior
   to the date of his death) under the age of eighteen (18) years at the
   date of his death or, at the date of his death, under the age of
   twenty-two (22) years while a full time student at an elementary or
   secondary school, a vocational or professional school, or an
   accredited college or university as an undergraduate or graduate
   student.

        2.12 EARLY RETIREMENT DATE.  "Early Retirement Date" means the
   date on which a Participant both (i) attains age 60 and (ii) completes
   fifteen (15) years of Early Retirement Service, but has not reached
   his Normal Retirement Date.


                                      2





        2.13 EARLY RETIREMENT SERVICE.  "Early Retirement Service" means
   the total Vesting Service of a Participant credited under the Plan
   Offset described in Section 2.21(a).

        2.14 ELIGIBLE SPOUSE.  "Eligible Spouse" means a person to whom a
   Participant is lawfully married for at least the one (1) year period
   ending on the Participant's Retirement.

        2.15 FINAL AVERAGE COMPENSATION.  "Final Average Compensation"
   means the sum of a Participant's Compensation from the Company during
   the five (5) consecutive calendar years in which the Participant's
   Compensation was the highest divided by sixty (60).  If a Participant-
   has not been employed by the Company for five (5) full calendar years,
   "Final Average Compensation" shall mean the sum of the Participant's
   Compensation during the full months (not greater than sixty (60)) he
   was employed by the Company divided by the number of full months (not
   greater than sixty (60)) the Participant was employed by the Company.

        2.16 JOINT AND FIFTY PERCENT (50%) SURVIVOR ANNUITY.  "Joint and
   Fifty Percent (50%) Survivor Annuity" means an annuity payable for a
   Participant's life with a survivor annuity payable for the Eligible
   Spouse's life equal to fifty percent (50%) of the amount paid or
   payable to the Participant.

        2.17 NORMAL RETIREMENT DATE.  "Normal Retirement Date" means a
   Participant's sixty-fifth (65th) birthday.

        2.18 "PARTICIPANT" means any employee who is eligible, pursuant
   to Section 3.1, to participate in the Plan, and who has not yet
   received full benefits hereunder.

        2.19 PARTICIPATION AGREEMENT.  "Participation Agreement" means
   the agreement filed by a Participant which acknowledges assent to the
   terms of the Plan and approved by the Committee pursuant to Article
   III.

        2.20 PLAN.  "Plan" means the Newell Operating Company
   Supplemental Retirement Plan for Key Executives, as amended and
   restated effective as of January 1, 1996, as herein set forth and as
   from time to time amended.

        2.21 PLAN OFFSET.  "Plan Offset" means any plan or plans
   maintained by the Company that are used to determine benefits under
   the Plan.  Plan Offsets shall include:

             (a)  the Newell Pension Plan for Salaried and Clerical
   Employees; and

             (b)  any other plan, agreement or arrangement (whether tax
   qualified or nonqualified) maintained by the Company that provides
   retirement benefits for a Participant, other than a plan containing a


                                      3





   cash or deferred arrangement under Section 401(k) of the Code or any
   successor section.

        2.22 PRIMARY SOCIAL SECURITY BENEFIT.  "Primary Social Security
   Benefit" means the monthly Primary Social Security amount to which a
   Participant would be entitled upon proper application therefore, under
   the Old-Age and Survivors Insurance Benefit provisions of the federal
   Social Security Act as in effect at the Retirement of the Participant,
   payable on the date that the Supplemental Retirement Benefit begins
   under Section 5.1, 5.2 or 5.3.  If a Participant is not eligible to
   begin receiving benefits under the federal social Security Act on the
   date that the Supplemental Retirement Benefit begins under Section
   5.2, under the terms of the federal Social Security Act in effect at
   the Retirement of the Participant, an age sixty-five (65) benefit
   (reduced as provided in Section 5.2) shall be substituted, calculated
   by assuming that the Participant's Compensation for the last full
   calendar year prior to his Retirement will continue to be his
   Compensation for calendar years up to the calendar year before his
   sixty-fifth (65th) birthday.  If a Participant is not entitled to
   benefits under the federal Social Security Act but is entitled to
   equivalent benefits under a similar national pension program
   established by a foreign government, "Primary Social Security Benefit"
   means such equivalent benefits determined on a basis consistent with
   the above.

        2.23 RETIREMENT.  "Retirement" means a Participant's (i)
   separation from employment with the Company on or after the
   Participant's Early Retirement Date, Normal Retirement Date, or
   Deferred Retirement Date, and (ii) commencement of receipt of benefits
   hereunder.

        2.24 RETIREMENT BENEFIT OFFSET.  "Retirement Benefit Offset"
   means the aggregate monthly retirement benefit payable under the
   normal form of benefit payments described in Section 5.4(a)(i) to a
   Participant from all Plan Offsets.

        2.25 SUPPLEMENTAL DEATH BENEFIT.  "Supplemental Death Benefit"
   means the benefit determined under Article IV of the Plan.

        2.26 SUPPLEMENTAL RETIREMENT BENEFIT.  "Supplemental Retirement
   Benefit" means the benefit determined under Article V of the Plan.

        2.27 SURVIVING SPOUSE.  "Surviving Spouse" means a person to whom
   a Participant is lawfully married for at least the one (1) year period
   ending on the Participant's date of death.

        2.28 TARGET BENEFIT PERCENTAGE.  The Target Benefit Percentage
   shall equal sixty-seven percent (67%) multiplied by a fraction, the
   numerator of which is a Participant's years and fractional years
   (computed in days) of Credited Service (not to exceed twenty-five
   (25)) and the denominator of which is twenty-five (25).


                                      4





                                 ARTICLE III
                          PARTICIPATION AND VESTING
                          -------------------------

        3.1  ELIGIBILITY AND PARTICIPATION.

             (a)  ELIGIBILITY.  Eligibility to participate in the Plan
        shall be limited to an employee of the Company who satisfies all
        of the following requirements:

                  (i)  is a participant in Bonus categories A or A/B of
             the Company's Management Bonus Plan; and

                  (ii) is an active participant in any Plan Offset
             described in Section 2.21; and

                  (iii) is a vice president or president of the Company
             or any affiliated or subsidiary corporation; and

                  (iv) is a citizen or a resident alien of the United
             States; and

                  (v)  is designated for participation by management of
             the Company.

             (b)  PARTICIPATION. An employee's participation in the Plan
        shall be effective upon notification to the employee of
        eligibility to participate, completion of a Participation
        Agreement by the Participant and acceptance of such Agreement by
        the Committee.  Subject to Sections 3.2 and 3.3, participation in
        the Plan shall continue until such time as the Participant
        terminates employment with the Company and all affiliated and
        subsidiary corporations, and as long thereafter as the
        Participant (or his Beneficiary, Eligible Spouse or Surviving
        Spouse) is eligible to receive benefits under this Plan.

        3.2  CHANGE IN STATUS.

             (a)  If the Board determines that the employment performance
        of a Participant who has not then either attained age 60, or
        completed fifteen (15) years of Early Retirement Service, is no
        longer at a level that deserves reward through participation in
        the Plan, but does not terminate the Participant's employment
        with the Company, or if such a Participant no longer satisfies
        one or more of the requirements of paragraph (a) of Section 3.1,
        such Participant's accrued interest in his benefit hereunder
        shall be forfeited and neither the Participant nor any other
        person shall be entitled to receive any benefit with respect to
        such Participant hereunder.  Notwithstanding the preceding
        sentence, the Board, in its discretion, may determine that a
        Participant described in the preceding sentence shall be entitled
        to all, or a designated portion, of his accrued interest in his

                                      5





        benefit hereunder, determined as of a date designated by the
        Board, in which event such benefit shall be based solely on the
        Participant's Credited Service, Early Retirement Service, Final
        Average Compensation and Retirement Benefit Offset as of such
        designated date, and his total Primary Social Security Benefit.

             (b)  If the Board determines that the employment performance
        of a Participant who has then attained age 60 and/or completed
        fifteen (15) years of Early Retirement Service is no longer at a
        level that deserves reward through participation in the Plan, but
        does not terminate the Participant's employment with the Company,
        or if such a Participant no longer satisfies one or more of the
        requirements of paragraph (a) of Section 3.1, such Participant's
        accrued interest in his benefit hereunder, as of a subsequent
        date designated by the Board, shall be based solely on such
        Participant's Credited Service, Early Retirement Service, Final
        Average Compensation and Retirement Benefit Offset, as of such
        designated date, and his total Primary Social Security Benefit.

             (c)  If a Participant described in paragraph (a) or
        paragraph (b) of this Section again is determined by the Board to
        be performing at a level that deserves a reward through
        participation in the Plan, or again satisfies all of the
        requirements of paragraph (a) of Section 3.1, he shall thereafter
        again actively participate in the Plan and his accrued interest
        in his benefit hereunder shall be based upon his aggregate
        Credited Service and Early Retirement Service during his total
        period of employment with the Company.  In addition, the benefit
        hereunder of a Participant described in the preceding sentence
        shall be based upon his Final Average Compensation and Retirement
        Benefit Offset as of the date he ceases termination of employment
        with the Company, and his total Primary Social Security Benefit.

             (d)  If a Participant's employment with the Company
        terminates before he either attains age 60, or completes fifteen
        (15) years of Early Retirement Service, and if he is subsequently
        re-employed by the Company and satisfies all of the eligibility
        requirements for active participation in the Plan set forth in
        paragraph (a) of Section 3.1, he shall be treated as a new
        Participant and his benefit under the Plan shall be based solely
        upon his Credited Service, Early Retirement Service, Final
        Average Compensation and Retirement Benefit Offset from and after
        his date of re-employment, and his total Primary Social Security
        Benefit.

             (e)  If a Participant's employment with the Company
        terminates on or after the date he either attains age 60, or
        completes fifteen (15) years of Early Retirement Service, and if
        he is subsequently re-employed by the Company and he satisfies
        all of the eligibility requirements for active participation in
        the Plan set forth in paragraph (a) of Section 3.1, any benefit
        payments then being made to him under the Plan shall be suspended

                                      6





        during his subsequent period of re-employment.  Upon his
        subsequent termination of employment with the Company or death,
        payment of his benefit hereunder shall resume to him, or to his
        Eligible Spouse or Dependent Children, pursuant to the applicable
        provisions of the Plan, and shall be based upon his Credited
        Service, Early Retirement Service, Final Average Compensation and
        Retirement Benefit Offset for his total period of employment with
        the Company, both prior to his initial termination of employment
        and subsequent to his date of re-employment, and his total
        Primary Social Security Benefit.

        3.3  FORFEITURES.  No benefits will be payable under the Plan to
   or in respect of any Participant who:

             (a)  voluntarily terminates employment with the Company for
        any reason at any time prior to the first to occur of his
        attainment of age 60, and the date of his death;

             (b)  has his employment with the Company terminated
        involuntarily for any reason by the Company at any time prior to
        the date he completes fifteen (15) years of Early Retirement
        Service;

             (c)  has his employment with the Company terminated at any
        time by the Company because of any act or failure to act on the
        part of the Participant which constitutes fraud,
        misappropriation, theft or embezzlement of Company funds  or
        intentional breach of fiduciary duty, including a breach of the
        Company's Code of Business Conduct involving the Company or any
        of its affiliates.

             (d)  at any time engages in competition with, or works for
        another business entity in competition with, the Company in the
        areas that it serves;

             (e)  at any time makes any unauthorized disclosure of any
        trade or business secrets or privileged information acquired
        during his employment with the Company;

             (f)  at any time is found to have misappropriated, stolen or
        embezzled funds from the Company;

             (g)  at any time fraudulently, dishonestly or willfully
        causes the Company to suffer any loss of, or damage to, money or
        other property belonging to it or for the care and protection of
        which it is responsible or to its reputation;

             (h)  at any time is discharged by the Company for repeated
        drunkenness on the job; or

             (i)  at any time is convicted of a felony connected with his
        employment by the Company.

                                      7





        In any such event, participation of such Participant in the Plan
   shall automatically terminate and the Company shall have no further
   obligation to make payments (including further payments of any
   benefits then being paid) to such Participant (or to his Beneficiary,
   Eligible Spouse, or Surviving Spouse) under the Plan.

        3.4  SUICIDE OR MISREPRESENTATION.  The provisions of Articles IV
   or V notwithstanding, no benefit shall be paid to a Beneficiary,
   Eligible Spouse or Surviving Spouse if the Participant's death occurs
   as a result of suicide during the twenty-four (24) successive calendar
   months beginning with the calendar month following the commencement of
   an employee's participation in the Plan.  Similarly, no benefit shall
   be paid if death occurs within the twenty-four (24) successive
   calendar months following commencement of an employee's participation
   in the Plan if the Participant has made a material misrepresentation
   in any form or document provided by the Participant to or for the
   benefit of the Company or any affiliated or subsidiary corporation.

        3.5  VESTING.  Except as otherwise provided in Sections 3.2, 3.3
   and 3.4, a Participant shall become one hundred percent (100%) vested
   in his Supplemental Retirement Benefit and Supplemental Death Benefit
   accrued under the Plan, while he was a Participant, upon the first to
   occur of his completion of fifteen (15) years of Early Retirement
   Service, his attainment of age 60, and the date of his death.

        3.6  CANADIAN PARTICIPANTS.  Effective as of January 1, 1996,
   individuals employed at locations of affiliates and subsidiaries of
   the Company in Canada ceased to be Participants in the Plan and became
   participants in the Newell Operating Company Supplemental Retirement
   Plan for Key Canadian Executives ("Canadian Plan").  The liability for
   all accrued benefits of such individuals under the Plan as of January
   1, 1996 were transferred as of such date to the Canadian Plan, and
   such accrued benefits shall be payable pursuant to the terms of the
   Canadian Plan.

        3.7  SALE OF AFFILIATE.  Notwithstanding any other provisions of
   the Plan, the following provisions shall apply in the event of a
   "Sale" of an affiliated or subsidiary corporation or division of the
   Company that employs a Participant on the date of consummation of such
   Sale:

             1.   If the Participant has attained age 60, and/or
        completed 15 years of Early Retirement Service, at the date of
        consummation of such Sale, the Supplemental Retirement Benefit
        and Supplemental Death Benefit earned by such Participant as of
        the date of consummation shall be payable to, or with respect to,
        such Participant, or his Surviving Spouse or Dependent Children,
        pursuant to the terms of the Plan.

             2.   If the Participant has neither attained age 60 nor
        completed 15 years of Early Retirement Service at the date of


                                      8





        consummation of such Sale, no benefit shall be payable under the
        Plan to, or in respect of, such Participant.

        For purposes of this Section, the term Sale shall include the
   following:

             1.   The acquisition of more than 50% of the equity interest
        in any subsidiary or affiliated corporation of the Company by
        persons or entities that are not affiliated with the Company;

             2.   A sale of substantially all of the assets of an
        affiliated or subsidiary corporation or division of the Company
        to persons or entities that are not affiliated with the Company;
        or
             3.   The effective time of a merger or consolidation of a
        subsidiary or affiliated corporation of the Company with one or
        more other entities as a result of which the surviving entity is
        not affiliated with the Company.

                                 ARTICLE IV
                         SUPPLEMENTAL DEATH BENEFIT
                         --------------------------

        4.1  PRE-TERMINATION DEATH BENEFIT.  If a Participant dies while
   employed by the Company or any affiliated or subsidiary corporation
   (subject to Sections 3.2, 3.3 and 3.4), the Company shall pay to the
   Participant's Surviving Spouse and/or Dependent Children a monthly
   Supplemental Death Benefit as follows:

             (a)  AMOUNT. The amount of the Supplemental Death Benefit
        shall be:

                  (i)   One-half (1/2) of sixty-seven percent (67%) of the
             Participant's Final Average Compensation, less;

                  (ii)  The Participant's Death Benefit Offset.
        The amount payable under paragraph (a) above shall be payable
   beginning on the date set forth in paragraph (b) of this Section 4.1.

        (b)  PAYMENT OF BENEFITS.  The Supplemental Death Benefit will be
   paid monthly to the Surviving Spouse, if there is a Surviving Spouse
   on the Participant's date of death, beginning on the first day of the
   month next following the Participant's date of death, and will not be
   reduced for commencement prior to the date the Participant would have
   attained the age of sixty-five (65) years.  The Supplemental Death
   Benefit shall continue to the Surviving Spouse until the first day of
   the month coincident with or next preceding the earlier of:






                                      9





                  (i)    The death of the Surviving Spouse;

                  (ii)   The remarriage of the Surviving Spouse, if at
        the time of such remarriage, there are one (1) or more Dependent
        Children; and

                  (iii)  The later of the fifteenth (15th) anniversary of
        the Participant's date of death and the date that would have been
        the Participant's sixty-fifth (65th) birthday.

        The Supplemental Death Benefit will be paid monthly to the
   Participant's Dependent Children (payable in equal shares to those
   persons who then qualify as "Dependent Children"), if there is not a
   Surviving Spouse on the Participant's date of death, beginning on the
   first day of the month next following the Participant's date of death,
   and will not be reduced for commencement prior to the date the
   Participant would have attained the age of sixty-five (65) years.  The
   Supplemental Death Benefit shall continue to the Dependent Children
   until the first day of the month coincident with or next preceding the
   earlier of:

                  (i)    The date that there are no longer any Dependent
        Children; and

                  (ii)   The later of the fifteenth (15th) anniversary of
             the Participant's date of death and the date that would have
             been the Participant's sixty-fifth (65th) birthday.

        The Supplemental Death Benefit will also be paid monthly to the
   Participant's Dependent Children (payable in equal shares to those
   persons who then qualify as "Dependent Children") beginning on the
   first day of the month next following the death or remarriage of the
   Surviving Spouse who had been receiving the Supplemental Death Benefit
   as described above.  The Supplemental Death Benefit shall continue to
   the Dependent Children until the first day of the month coincident
   with or next preceding the earlier of:

                  (i)    The date that there are no longer any Dependent
        Children; and

                  (ii)   The later of the fifteenth (15th) anniversary of
        the Participant's date of death and the date that would have been
        the Participant's sixty-fifth (65th) birthday.

        If there are no Dependent Children on the date of remarriage of a
   Surviving Spouse who had been receiving the Supplemental Death Benefit
   as described above, or on any date subsequent to the date of
   remarriage, such remarried Surviving Spouse will again be paid, or
   continue to be paid, a monthly Supplemental Death Benefit beginning on
   the first day of the month next following the later of the date of
   remarriage or the date there are no longer Dependent Children.  The
   Supplemental Death Benefit shall continue to the remarried Surviving

                                     10





   Spouse until the first day of the month coincident with or next
   preceding the earlier of:

                  (i)    The death of the remarried Surviving Spouse; and

                  (ii)   The later of the fifteenth (15th) anniversary of
        the Participant's date of death and the date that would have been
        the Participant's sixty-fifth (65th) birthday.

        If there is not a Surviving Spouse or Dependent Children on the
   date of death of the Participant, no Supplemental Death Benefit shall
   be payable under this Section 4.1.

        4.2  POST-TERMINATION DEATH BENEFIT.

        (a)  DEATH PRIOR TO COMMENCEMENT OF BENEFITS.  If a Participant
   dies after either his attainment of age 60 or his completion of
   fifteen (15) years of Early Retirement Service and after his
   termination of employment with the Company, but before payments have
   commenced hereunder, a monthly Supplemental Death Benefit shall be
   paid with respect to such Participant only if, and to the extent
   provided under Section 4.1.  The Supplemental Death Benefit (if any)
   will begin on the first day of the month next following the
   Participant's date of death, will continue for the duration of the
   applicable payment period provided under Section 4.1, and will not be
   reduced for commencement prior to the date the Participant would have
   attained the age of sixty-five (65) years.

        (b)  DEATH AFTER COMMENCEMENT OF BENEFITS.  If a Participant dies
   after either his attainment of age sixty (60) or his completion of
   fifteen (15) years of Early Retirement Service and after payments have
   commenced hereunder, a monthly Supplemental Death Benefit will be paid
   with respect to such Participant only if, and to the extent, provided
   under the applicable form of payment in effect under Section 5.4, with
   respect to such Participant on the date of his death.  The
   Supplemental Death Benefit, (if any) will begin on the first day of
   the month next following the date on which the Participant received
   his last payment under Section 5.1, 5.2 or 5.3 (whichever is
   applicable) and shall continue for the duration of the payment period
   provided under the applicable form of payment in effect under Section
   5.4 with respect to the Participant on the date of his death.  The
   Supplemental Death Benefit (if any) payable pursuant to this paragraph
   (b) shall be payable to the Participant's Beneficiary.

                                  ARTICLE V
                       SUPPLEMENTAL RETIREMENT BENEFIT
                       -------------------------------

        5.1  NORMAL RETIREMENT BENEFIT.  If a Participant's employment
   with the Company terminates on his Normal Retirement Date, or if his
   employment with the Company terminates after he attains age 60 but
   before he attains his Early Retirement Date, the Participant's

                                     11





   Retirement shall occur on his Normal Retirement Date and the Company
   shall pay to the Participant a monthly Supplemental Retirement Benefit
   beginning on the date of payment of the Retirement Benefit Offset
   attributable to the Plan Offset described in Section 2.21(a).  In such
   event the Supplemental Retirement Benefit shall be paid in an amount
   equal to the Participant's Target Benefit Percentage multiplied by his
   Final Average Compensation, less:

             (a)  The Participant's Primary Social Security Benefit; and

             (b)  The Participant's Retirement Benefit Offset.

        The amounts under (a) and (b) above shall be determined in the
   amount payable on the date that the Supplemental Retirement Benefit
   begins under this Section 5.1 and in the same form that the
   Supplemental Retirement Benefit is paid under Section 5.4.

        5.2  EARLY RETIREMENT BENEFIT.  If a Participant's employment
   with the Company terminates on or before an Early Retirement Date, and
   if he elects payment of his Retirement Benefit Offset attributable to
   the Plan Offset described in Section 2.21(a) on any date during the
   period commencing on his Early Retirement Date and ending on his
   Normal Retirement Date, the Participant's Retirement shall occur on
   such Early Retirement Date and the Company shall pay to the
   Participant a monthly Supplemental Retirement Benefit beginning on the
   date of payment of such Retirement Offset Benefit; provided that the
   Committee approves such date of commencement of payment of the
   Supplemental Retirement Benefit.  In such event the Supplemental
   Retirement Benefit shall be paid in an amount equal to the
   Participant's Target Benefit Percentage multiplied by his Final
   Average Compensation, reduced by one-half of one percent (0.5%) for
   each month, if any, by which benefits payable under this Section 5.2
   precede the date that benefits would be payable under Section 5.1,
   less:

                  (a)  The Participant's Primary Social Security Benefit;
        and

                  (b)  The Participant's Retirement Benefit Offset.
        The amounts under (a) and (b) above shall be determined in the
   amount payable on the date that the Supplemental Retirement Benefit
   begins under this Section 5.2 and in the same form that the
   Supplemental Retirement Benefit is paid under Section 5.4.
        If the amount under (a) above is not payable on the date that the
   Supplemental Retirement Benefit begins under this Section 5.2, an
   amount payable on the date that benefits would be payable under
   Section 5.1, reduced by the one-half of one percent (0.5%) reduction
   mentioned above shall be substituted.

        5.3  DEFERRED RETIREMENT BENEFIT.  If a Participant's employment
   with the Company terminates on a Deferred Retirement Date, the
   Participant's Retirement shall occur on such Deferred Retirement Date

                                     12





   and the Company shall pay to the Participant a monthly Supplemental
   Retirement Benefit beginning on the date of payment of the Retirement
   Benefit Offset attributable to the Plan Offset described in Section
   2.21(a).  In such event the Supplemental Retirement Benefit shall be
   paid in an amount equal to the Participant's Target Benefit Percentage
   multiplied by his Final Average Compensation, less: 

             (a)  The Participant's Primary Social Security Benefit; and

             (b)  The Participant's Retirement Benefit Offset.

        The amounts under (a) and (b) above shall be determined in the
   amount payable on the date that the Supplemental Retirement Benefit
   begins under this Section 5.3 and in the same form that the
   Supplemental Retirement Benefit is paid under Section 5.4.

        5.4  PAYMENT OF BENEFITS.

             (a)  FORM OF BENEFIT PAYMENTS.  The Supplemental Retirement
        Benefit shall be paid monthly in the normal form provided below,
        unless the Participant requests an alternative form as described
        in paragraph (b) next below.  Any alternative form shall be the
        Actuarial Equivalent of the normal form of benefit payments.  The
        normal forms of payment are as follows:

                  (i)   If the Participant has an Eligible Spouse at
             Retirement, the normal form is a Joint and Fifty Percent
             (50%) Survivor Annuity.

                  (ii)  If the Participant does not have an Eligible
             Spouse at Retirement, the normal form is a life annuity
             payable only for the Participant's life.

             (b)  If a Participant elects an alternative form of payment
        of his Retirement Benefit Offset attributable to the Plan Offset
        described in Section 2.21(a), then his Supplemental Retirement
        Benefit shall be payable to him in the same alternative form,
        provided that the Committee approves such alternative form of
        payment of the Supplemental Retirement Benefit.

             (c)  COMMENCEMENT OF BENEFIT PAYMENTS.  Payment of the
        Supplemental Retirement Benefit to a Participant under the
        Normal, Deferred, or Early Retirement provisions of this Article
        shall commence on the date on which payment of his Retirement
        Benefit Offset attributable to the Plan Offset described in
        Section 2.21(a) commences.

        5.5  SMALL BENEFIT.  If the Actuarial Equivalent of a
   Supplemental Retirement Benefit or a Supplemental Death Benefit
   payable to or with respect to a Participant does not exceed $5,000 on
   the date for commencement of payment thereof, such Supplemental
   Retirement Benefit or Supplemental Death Benefit shall be payable to

                                     13





   the Participant, or to his Eligible Spouse or Dependent Children as
   applicable, in a lump sum, on or as soon as practicable after the date
   that payment thereof would otherwise commence.

        5.6  ACTUARIAL EQUIVALENT.  If a Supplemental Retirement Benefit
   is payable in an alternative form pursuant to paragraph (b) of Section
   5.4, such alternative form of payment, including the Target Benefit
   Percentage, shall be determined by the same actuarial adjustments as
   those specified in the Plan Offset described in Section 2.21(a) with
   respect to determination of the amount of payment of the Retirement
   Benefit Offset attributable to such Plan Offset.  The actuarial
   adjustments specified in the Plan Offset described in Section 2.21(a)
   shall also be used to convert the amount of the Primary Social
   Security Benefit, the Retirement Benefit Offset, and the Death Benefit
   Offset specified in Sections 5.1, 5.2, 5.3 and 2.9 to the same form in
   which the Supplemental Retirement Benefit is paid under Section 5.4,
   or in which the Supplemental Death Benefit is paid under Article IV.

        5.7  WITHHOLDING.  The Company shall withhold from payments made
   hereunder to any Participant or Beneficiary any taxes required to be
   withheld from such payments under federal, state or local law. 
   However, a Participant or Beneficiary may elect not to have
   withholding of federal income tax pursuant to Section 3405(a)(2) of
   the Code, or any successor provision.

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

        5.9  RELEASE.  Notwithstanding any other provision of the Plan,
   payment of any benefit under the Plan to a Participant who becomes
   vested in such benefit pursuant to Section 3.5 before attaining age
   60, and before his date of death, is conditioned upon the prior
   execution by such Participant of a release, in a form satisfactory to
   the Company, whereby the Participant fully releases the Company, all
   of its affiliated or subsidiary corporations, and all of their
   respective officers, employees, directors and agents, from any and all
   rights and claims that such Participant, or his or her heirs,
   representatives, successors and assigns, may at any time have with
   respect to the receipt of benefits under the Plan.  No payment shall
   be made to any such Participant under the Plan until such fully
   executed release has been delivered by the Participant to the Company.




                                     14





                                 ARTICLE VI
                           BENEFICIARY DESIGNATION
                           -----------------------

        6.1  BENEFICIARY DESIGNATION.  Each Participant shall have the
   right, at any time, to designate any person, persons or entity as
   Beneficiary or Beneficiaries (both primary as well as secondary) to
   whom benefits under Section 4.2(b) of the Plan shall be paid.  Each
   Beneficiary designation shall be in a written form prescribed by the
   Committee, and will be effective only when filed with the Committee
   during the Participant's lifetime. 

        6.2  CHANGING BENEFICIARY.  Any Beneficiary designation may be
   changed by a Participant without the consent of the previously
   designated Beneficiary by the filing of a new Beneficiary designation
   with the Committee.  The filing of a new designation shall cancel all
   designations previously filed.  If a Participant's Compensation is
   community property, any Beneficiary Designation shall be valid or
   effective only as permitted under applicable law.

        6.3  NO BENEFICIARY DESIGNATION.  If any Participant fails to
   designate a Beneficiary in the manner provided above, if the
   designation is void, or if all designated Beneficiaries predecease the
   Participant or die prior to complete distribution of the Participant's
   Supplemental Retirement Benefits, then the Participant's designated
   Beneficiary shall be deemed to be the person or persons surviving the
   Participant in the first of the following classes in which there is a
   survivor, share and share alike;

                  (a)  The Participant's Surviving Spouse;

                  (b)  Tho Participant's children, except that if any of
             the children predecease the Participant but leave issue
             surviving, then such issue shall take by right of represen-
             tation the share their parent would have taken if living;

                  (c)   The Participant's estate.

        6.4  EFFECT OF PAYMENT.  The payment to the deemed Beneficiary
   shall completely discharge the Company's obligations under the Plan.

                                 ARTICLE VII
                               ADMINISTRATION
                               --------------

        7.1  COMMITTEE; DUTIES.  The Committee shall have the authority
   to make, amend, interpret, and enforce all appropriate rules and
   regulations for the administration of the Plan and decide or resolve
   any and all questions including interpretations of the Plan, as may
   arise in connection with the Plan.  A majority vote of the Committee
   members shall control any decision.  Members of the Committee may be
   Participants under the Plan.

                                     15





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

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

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

                                ARTICLE VIII
                              CLAIMS PROCEDURE
                              ----------------

        8.1  CLAIM.  Any person or entity claiming a benefit, requesting
   an interpretation or ruling under the Plan, or requesting information
   under the Plan (hereinafter referred to as "claimant") shall present
   the request in writing to the Committee which shall respond in writing
   within ninety (90) days.

        8.2  DENIAL OF CLAIM.  If the claim or request is denied, the
   written notice of denial shall state:

             (a)  The reason for denial, with specific reference to the
        Plan provisions on which the denial is based;

             (b)  A description of any additional material or information
        required and an explanation of why it is necessary; and

             (c)  An explanation of the Plan's claim review procedure.

        8.3  REVIEW OF CLAIM.  Any claimant whose claim or request is
   denied or who has not received a response within ninety (90) days may
   request review by notice given in writing to the Committee.  Such
   request must be made within ninety (90) days after receipt by the
   claimant of the written notice of denial, or in the event the claimant
   has not received a response within one hundred eighty (180) days after
   receipt by the Committee of claimant's claim or request.  The claim or
   request shall be reviewed by the Committee which may, but shall not be
   required to, grant the claimant a hearing.  On review, the claimant
   may have representation, examine pertinent documents, and submit
   issues and comments in writing.


                                     16





        8.4  FINAL DECISION.  The decision on review shall be made within
   sixty (60) days after the Committee's receipt of the claimant's claim
   or request.  If an extension of time is required for a hearing or
   other special circumstances, the claimant shall be notified and the
   time limit shall be one hundred twenty (120) days.  The decision shall
   be in writing and shall state the reason and the relevant Plan
   provisions.  All decisions on review shall be final and bind all
   parties concerned.

                                 ARTICLE IX
                    TERMINATION, SUSPENSION OR AMENDMENT
                    ------------------------------------

        9.1  TERMINATION, SUSPENSION OR AMENDMENT OF PLAN.  The Board
   may, in its sole discretion, terminate or suspend the Plan at any time
   or from time to time, in whole or in part.  The Board may amend the
   Plan at any time.  Any amendment may provide different benefits or
   amounts of benefits from those herein set forth.  However, no such
   termination, suspension or amendment shall adversely affect the
   benefits of Participants which have accrued and vested prior to such
   action, the benefits of any Participant who has previously retired,
   except as otherwise determined by the Board under Section 10.1 with
   respect to any Participant, or the benefits of any Beneficiary,
   Eligible Spouse or Surviving Spouse of a Participant who has
   previously died.

                                  ARTICLE X
                                MISCELLANEOUS
                                -------------

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

        10.2 COMPANY OBLIGATION.  The obligation to make benefit payments
   to any Participant under the Plan shall be an obligation solely of the
   Company with respect to the deferred Compensation receivable from, and
   contributions by the Company, and shall not be an obligation of
   another company.

        10.3 UNSECURED GENERAL CREDITOR.  Except as provided in Section
   10.4, Participants and their Beneficiaries, Eligible Spouses,
   Surviving Spouses, heirs, successors and assigns shall have no legal

                                     17





   or equitable rights, interest or claims in any property or assets of
   the Company, nor shall they be beneficiaries of, or have any rights,
   claims or interests in, any life insurance policies, annuity contracts
   or the proceeds therefrom owned or which may be acquired by the
   Company.  Except as provided in Section 10.4, such policies or other
   assets of the Company shall not be held under any trust for the
   benefit of Participants, their Beneficiaries, Eligible Spouses,
   Surviving Spouses, heirs, successors or assigns, or held in any way as
   collateral security for the fulfilling of the obligations of the
   Company under the Plan.  Any and all of the Company's assets shall be,
   and remain, the general, unpledged, unrestricted assets of the
   Company.  The Company's obligation under the Plan shall be that of an
   unfunded and unsecured promise of the Company to pay money in the
   future.

        10.4 TRUST FUND.  The Company shall be responsible for the
   payment of all benefits provided under the Plan.  At its discretion,
   the Company may establish one (1) or more trusts, with such trustees
   as the Board may approve, for the purpose of providing for the payment
   of such benefits.  Such trust or trusts may be irrevocable, but the
   assets thereof shall be subject to the claims of the Company's
   creditors.  To the extent any benefits provided under the Plan are
   actually paid from any such trust, the Company shall have no further
   obligation with respect thereto, but to the extent not so paid, such
   benefits shall remain the obligation of, and shall be paid by, the
   Company.

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

        10.6 NOT A CONTRACT OF EMPLOYMENT.  The terms and conditions of
   the Plan shall not be deemed to constitute a contract of employment
   between the Company and any Participant, and neither the Participant
   (nor his Beneficiary, Eligible Spouse or Surviving Spouse) shall have
   any rights against the Company except as may otherwise be specifically
   provided herein.  Moreover, nothing in the Plan shall be deemed to
   give a Participant the right to be retained in the service of the
   Company or to interfere with the right of the Company to discipline or
   discharge him at any time.

        10.7 PROTECTIVE PROVISIONS.  A Participant will cooperate with
   the Company by furnishing any and all information requested by the

                                     18





   Company, in order to facilitate the payment of benefits hereunder and
   by taking such physical examinations as the Company may deem necessary
   and taking such other action as may be requested by the Company.

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

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

        10.10  GOVERNING LAW.  The provisions of the Plan shall be
   construed and interpreted according to the laws of the State of
   Illinois except to the extent preempted by ERISA.

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

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

        10.13   SUCCESSORS.  The provisions of the Plan shall bind and
   inure to the benefit of the Company and its successors and assigns. 
   The term successors as used herein shall include any corporate or
   other business entity which shall, whether by merger, consolidation,
   purchase or otherwise, acquire all or substantially all of the
   business and assets of the Company, and successors of any such
   corporation or other business entity.









                                     19





        IN WITNESS WHEREOF, Newell Operating Company has caused this
   instrument to be executed by its duly authorized officer effective as
   of January 1, 1999.

                                      NEWELL OPERATING COMPANY

                                      By:  /s/ C.R. Davenport
                                           -----------------------------

                                      Dated: November 17, 2000
                                             ----------------------------










































                                     20
   

                                                            EXHIBIT 10.13
                                                            -------------









                              NEWELL RUBBERMAID
                         MEDICAL PLAN FOR EXECUTIVES



             (As Amended and Restated Effective January 1, 2000)





                              NEWELL RUBBERMAID
                         MEDICAL PLAN FOR EXECUTIVES

                              Table of Contents
                              -----------------

   ARTICLE I.  INTRODUCTION  . . . . . . . . . . . . . . . . . . . . .  1
        1.1  Nature and Purpose of Plan  . . . . . . . . . . . . . . .  1

   ARTICLE II.  DEFINITIONS  . . . . . . . . . . . . . . . . . . . . .  1
        2.1  Board . . . . . . . . . . . . . . . . . . . . . . . . . .  1
        2.2  Code  . . . . . . . . . . . . . . . . . . . . . . . . . .  1
        2.3  Committee . . . . . . . . . . . . . . . . . . . . . . . .  1
        2.4  Company . . . . . . . . . . . . . . . . . . . . . . . . .  1
        2.5  Core Medical Plan . . . . . . . . . . . . . . . . . . . .  1
        2.6  Eligible Dependent  . . . . . . . . . . . . . . . . . . .  1
        2.7  Eligible Employee . . . . . . . . . . . . . . . . . . . .  1
        2.9  Participant . . . . . . . . . . . . . . . . . . . . . . .  1
        2.10 Participating Employer  . . . . . . . . . . . . . . . . .  1
        2.11 Plan  . . . . . . . . . . . . . . . . . . . . . . . . . .  1

   ARTICLE III.  PARTICIPATION . . . . . . . . . . . . . . . . . . . .  1

   ARTICLE IV.  BENEFITS . . . . . . . . . . . . . . . . . . . . . . .  2

   ARTICLE V.  CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . .  2

   ARTICLE VI.  ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . .  2
        6.1  Plan Administrator  . . . . . . . . . . . . . . . . . . .  2
        6.2  Indemnification of Committee Members and Other Employees   2

   ARTICLE VII.  AMENDMENT AND TERMINATION OF PLAN . . . . . . . . . .  2

   ARTICLE VIII.  CLAIMS FOR BENEFITS  . . . . . . . . . . . . . . . .  2
        8.1  Submission of Claim . . . . . . . . . . . . . . . . . . .  2
        8.2  Appeal of Denial of Claim . . . . . . . . . . . . . . . .  3

   ARTICLE IX. PLAN FUNDING  . . . . . . . . . . . . . . . . . . . . .  3

   ARTICLE X.  MISCELLANEOUS PROVISIONS  . . . . . . . . . . . . . . .  3
        10.1 Subrogation . . . . . . . . . . . . . . . . . . . . . . .  3
        10.2 Coordination of Benefits  . . . . . . . . . . . . . . . .  3
        10.3 Applicable Law  . . . . . . . . . . . . . . . . . . . . .  3
        10.4 Operation of COBRA  . . . . . . . . . . . . . . . . . . .  3









                                      i





                          ARTICLE I.  INTRODUCTION

        1.1  NATURE AND PURPOSE OF PLAN.  The Plan is a group health plan
   as that term is defined in the Code and ERISA.  The purpose of the
   Plan is to provide Participants and their Dependents with supplemental
   group health benefits.

                          ARTICLE II.  DEFINITIONS

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

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

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

        2.4  "Company" means Newell Operating Company, a corporation
   organized under the laws of Delaware.

        2.5  "Core Medical Plan" means the Newell Rubbermaid Medical Plan
   for Exempt and Non-Exempt Employees, which is a Participating Plan in
   the Newell Rubbermaid Health and Welfare Program 506, as such Plan is
   applicable to an Eligible Employee and an Eligible Dependent.

        2.6  "Eligible Dependent" means a dependent of an Eligible
   Employee who is a dependent under the Core Medical Plan.

        2.7  "Eligible Employee" means each participant in the Core
   Medical Plan who holds the title of vice-president or higher.

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

        2.9  "Participant" means any Eligible Employee who participates
   in the Plan in accordance with Article III.

        2.10 "Participating Employer" means Participating Employer as
   that term is defined in the Newell Rubbermaid Health and Welfare
   Program 506.

        2.11 "Plan" means the Newell Rubbermaid Medical Plan for
   Executives as set forth herein and as amended from time to time.

                         ARTICLE III.  PARTICIPATION

        Each Eligible Employee shall automatically become a Participant
   entitled to benefits under the Plan at the same time he or she first
   becomes an Eligible Employee.  A Participant shall cease to be a
   Participant when he or she is no longer an Eligible Employee.  Each
   dependent (as that term is defined in the Core Medical Plan) shall
   automatically become an Eligible Dependent entitled to benefits under

                                      1





   the Plan at the same time he or she becomes a dependent of an Eligible
   Employee under the Core Medical Plan.

                            ARTICLE IV.  BENEFITS

        The Plan shall provide benefits equal to any deductible, co-
   payment or co-insurance that would otherwise be payable under the Core
   Medical Plan.

                          ARTICLE V.  CONTRIBUTIONS

        The Company or a Participating Employer shall make all
   contributions required to provide Plan benefits and pay Plan
   administrative expenses.  Eligible Employees shall not be required or
   permitted to make any contribution to the Plan.

                   ARTICLE VI.  ADMINISTRATION OF THE PLAN

        6.1  PLAN ADMINISTRATOR.  The administration of the Plan shall be
   under the supervision of the Committee.  The Committee is the "named
   fiduciary" of the Plan as that term is defined in Section 402(a)(2) of
   ERISA.  It shall be a principal duty of the Committee to see that the
   Plan is carried out, in accordance with its terms, for the exclusive
   benefit of Participants and their Dependents.  The powers and duties
   of the Committee shall be the same as those set forth in the Core
   Medical Plan.  The Committee shall have the authority to allocate its
   responsibilities concerning the operation and administration of the
   Plan to the extent provided under the Core Medical Plan.  Benefits
   under the Plan will be paid only if the Committee decides in its
   discretion that the applicant is entitled to them.

        6.2  INDEMNIFICATION OF COMMITTEE MEMBERS AND OTHER EMPLOYEES. 
   The Company agrees to indemnify and defend to the fullest extent
   permitted by law any person serving as a member of the Committee
   (including any person who formerly served as a member of such
   Committee) and each of its other employees against all liabilities,
   damages, costs and expenses (including attorneys' fees and amounts
   paid in settlement of any claim) occasioned by any act or omission to
   act in connection with the Plan, if such act or omission is in good
   faith.

               ARTICLE VII.  AMENDMENT AND TERMINATION OF PLAN

        The Plan may be at any time amended or terminated through
   resolution of the Board.

                     ARTICLE VIII.  CLAIMS FOR BENEFITS

        8.1  SUBMISSION OF CLAIM.  Any claim for benefits under the Plan
   shall be made in accordance with the claims procedure set forth in the
   Core Medical Plan.


                                      2





        8.2  APPEAL OF DENIAL OF CLAIM.  If a claim for benefits is
   denied, the terms of the claims review procedure contained in the Core
   Medical Plan shall govern.

                          ARTICLE IX. PLAN FUNDING

        Plan benefits shall be funded through a group insurance policy
   purchased by the Company.  Plan administrative expenses shall be paid
   from the general assets of the Company or the Participating Employers.

                    ARTICLE X.  MISCELLANEOUS PROVISIONS

        10.1 SUBROGATION.  The Company shall have subrogation and third
   party recovery rights to the extent provided under the Core Medical
   Plan.

        10.2 COORDINATION OF BENEFITS.  The Coordination of Benefits
   rules contained in the Core Medical Plan shall apply.

        10.3 APPLICABLE LAW.  The Plan shall comply with the requirements
   of the Consolidated Omnibus Budget Reconciliation Act of 1985, the
   Health Insurance Portability and Accountability Act of 1996, the
   Mental Health Parity Act of 1996, the Newborns' and Mothers' Health
   Protection Act of 1996, the Women's Health and Cancer Rights Act of
   1996, and all other applicable law governing group health plans.  The
   provisions necessary for such compliance shall be contained within the
   Core Medical Plan.

        10.4 OPERATION OF COBRA.  Each Qualified Beneficiary (as defined
   in the Core Medical Plan) shall be entitled to elect COBRA
   continuation coverage under this Plan to the extent that such coverage
   is available under the Core Medical Plan.  COBRA continuation coverage
   shall not be available under this Plan independent of COBRA
   continuation coverage under the Core Medical Plan.


        IN WITNESS WHEREOF, the Company has caused this amended and
   restated Plan to be executed in its name by its duly authorized
   officer, effective as of the 1st day of January, 2000.


                                      NEWELL OPERATING COMPANY


                                      By: /s/ C.R. Davenport
                                          -------------------------------
                                           Its:  Vice President-Treasurer
                                                 ------------------------





                                      3
   

                                                            EXHIBIT 10.14
                                                            -------------

            CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

        This Confidential Separation Agreement and General Release
   (hereinafter referred to as "Agreement") is made this 25th day of
   October, 2000, by and between Thomas A. Ferguson (hereinafter referred
   to as "Ferguson") and Newell Rubbermaid, Inc. (hereinafter referred to
   as "Newell").

        WHEREAS, Newell decided to terminate Ferguson's employment and at
   Newell's request Ferguson thereafter submitted his resignation as an
   employee and director of Newell to be effective October 20, 2000; and

        WHEREAS, Ferguson's resignation shall for all purposes pertaining
   to compensation and benefits be treated as if his employment was
   terminated by Newell; and

        WHEREAS, Ferguson desires to secure the severance benefits as
   provided below; and recognizes that this package includes valuable
   consideration to which he would not otherwise be entitled; and

        WHEREAS, the parties desire to affect a final settlement of all
   matters relating to Ferguson's employment and his relationship with
   Newell and have arrived at a compromise of all such matters.

        NOW, THEREFORE, based upon the foregoing and in consideration of
   the mutual covenants and promises contained herein
 and other good and
   valuable consideration, the parties agree as follows:

        1.   Neither this Agreement nor any action taken by Newell
             pursuant to it shall in any way be construed as an admission
             by Newell of any liability, wrongdoing or violation of law,
             regulation, contract or policy.

        2.   Newell agrees to pay and/or provide to Ferguson the
             following severance benefits in final settlement of all
             claims Ferguson may have against Newell:

             a.   Severance pay will be paid to Ferguson at his base
                  salary in effect on October 20, 2000, plus Twelve
                  Thousand Five Hundred Dollars ($12,500) per month, on
                  normal pay periods less all legally required
                  withholding for taxes and social security through
                  October 20, 2003.  Such payments will begin after the
                  passage of seven (7) days following Ferguson's
                  execution of this Agreement.

             b.   Ferguson will be eligible for a full year 2000 bonus
                  based upon his participation in the Newell Rubbermaid
                  Bonus Plan pursuant to the provisions of that Plan and
                  will be paid that bonus, if any, at the same time other
                  participants are paid.





             c.   For purposes of Section 3.3 of the Newell Operating
                  Company Supplemental Retirement Plan for Key Executives
                  (Plan) as restated effective January 1, 1999, which
                  provides for a forfeiture of benefits under the Plan in
                  the event a participant voluntarily terminates
                  employment prior to the attainment of age 60, and for
                  all other purposes pertaining to compensation and
                  benefits, Ferguson shall be treated as if his
                  employment were involuntarily terminated by Newell.
                  Therefore, under the terms of the Plan there is no
                  forfeiture of Ferguson's benefit.

             d.   Medical and dental group coverage will be continued for
                  Ferguson through October 20, 2003, or the date Ferguson
                  secures other employment that provides equivalent or
                  better coverage, whichever event occurs first on the
                  same basis as such benefits are provided to existing
                  employees at his level.  Ferguson will remain
                  responsible for the partial payment of premiums to the
                  extent that existing employees at his level pay such
                  premiums and such payments will be deducted from
                  severance payments.  With regard to medical and dental
                  coverage, Ferguson and his covered dependents have been
                  offered and have elected to continue medical and dental
                  coverage under the Consolidated Omnibus Budget
                  Reconciliation Act (COBRA).  For those purposes, the
                  date of the qualifying event will be October 20, 2000. 
                  Payments made by Newell toward such coverage during the
                  period of continuation will run concurrently with
                  COBRA.

             e.   All stock options held by Ferguson pursuant to the
                  Newell Rubbermaid Stock Option Plan as of October 20,
                  2000, that are not vested will become immediately
                  vested and Ferguson may exercise stock options held at
                  any time prior to the expiration date of such options.

             f.   Ferguson will be allowed the use of his Newell lease
                  car until the earlier of October 20, 2001 or the date
                  he becomes reemployed.  Ferguson may, at his
                  discretion, purchase his Newell leased car at any time
                  prior to October 20, 2001 or his date of reemployment,
                  whichever occurs first, at the buy-out price as
                  established by the leased automobile program as of the
                  date of purchase.

             g.   With regard to his rights to distribution of his
                  account in the Newell Co. Deferred Compensation Plan,
                  Ferguson will have the right to request either a lump
                  sum distribution or distribution in substantially equal
                  annual installments over ten (10) years as soon as
                  reasonably practicable after the effective date of his

                                      5





                  termination as an employee and member of the Board of
                  Directors.
             h.   Ferguson will be provided a personal income tax service
                  for his year 2000 returns and if be is not employed at
                  the time his year 2001 returns are to be prepared, tax
                  preparation service for those returns will likewise be
                  provided.

             i.   Ferguson shall receive vacation pay for five weeks of
                  accrued but unused vacation.

             j.   Ferguson shall be provided with outplacement services
                  at Newell's expense with a professional outplacement
                  firm reasonably selected by Ferguson with the approval
                  of Newell, which approval shall not be unreasonably
                  withheld.

             k.   Ferguson will be paid no further wages, bonuses,
                  benefits, compensation or remuneration of any kind
                  subsequent to October 20, 2000, other than those
                  specifically provided above.

        3.   Ferguson hereby resigns from Newell as an employee effective
             October 20. 2000 and expressly declines reinstatement,
             employment and rehire by Newell and waives all rights to
             claim such relief and agrees never to seek or apply for
             employment with Newell Rubbermaid, Inc. or any of its
             subsidiaries, affiliated businesses or divisions in the
             future.  Ferguson further hereby resigns from the Newell
             Board of Directors and from the Board of Directors of any
             subsidiary of Newell of which he is a member also effective
             October 20, 2000.

        4.   Ferguson agrees that this Agreement and all its terms and
             provisions are strictly confidential and shall not be
             divulged or disclosed in any way to any person other than
             his spouse, legal counsel and tax advisor if he so desires,
             and that he will protect the confidentiality of the
             Agreement in all regards.  Should Ferguson choose to divulge
             the terms and conditions of the Agreement to his spouse,
             legal counsel or tax advisor, he shall ensure that they will
             be similarly bound to protect its confidentiality and that a
             breach of the paragraph by Ferguson's spouse, legal counsel
             or tax advisor shall be considered a breach of the paragraph
             by Ferguson.

        5.   Ferguson represents that he has not tiled any pending
             complaint, charge, claim or grievance against Newell with
             any local, state or federal agency, court or commission.

        6.   (a)  Ferguson acknowledges that:


                                      6





                   (i) As a result of his employment with Newell and as a
                       member of its Board of Directors he has obtained
                       secret and confidential information concerning the
                       business of Newell and its subsidiaries and
                       divisions, including, without limitation, the
                       operations and finances, the business plan, the
                       identity of potential acquisitions, the identity
                       of customers and sources of supply, their needs
                       and requirements, the nature and extent of
                       contracts with them, product and process
                       specifications and related costs, price,
                       profitability and sales information;

                  (ii) Newell and its subsidiaries and divisions will
                       suffer substantial damage which will be difficult
                       to compute if Ferguson should enter into a
                       Competitive Business (as defined below), unless
                       approved by Newell in writing and in advance, or
                       if he should divulge secret and confidential
                       information relating to the business of Newell
                       heretofore acquired by him in the course of his
                       employment with Newell or his participation on its
                       Board of Directors; and

                 (iii) The provisions of this Agreement are reasonable
                       and necessary for the protection of the business
                       of Newell and its subsidiaries and divisions.

             (b)  Ferguson agrees that he will not for a period of one
                  (1) year following the date Ferguson signs this
                  Agreement divulge to any person, firm or corporation,
                  or use for his own benefit, any secret or confidential
                  information obtained or learned by him in the course of
                  his employment with Newell with regard to the
                  operational, financial, business or other affairs of
                  Newell or its subsidiaries and divisions, including,
                  without limitation, proprietary trade "know how" and
                  secrets, financial information and models, customer
                  lists, business, marketing and sales plans, identity
                  and qualifications of Newell's employees, sources of
                  supply, pricing policies, proprietary operational
                  methods, product specifications or technical processes,
                  except (i) with Newell's express written consent; or
                  (ii) to the extent that any such information is in or
                  becomes part of the public domain other than as a
                  result of Ferguson's breach of any of his obligations
                  hereunder.

             (c)  Except as provided herein, Ferguson represents that he
                  has no later than the date he signs this Agreement,
                  delivered to Newell all memoranda. notes, files,
                  computers, software, discs, memory storage records,

                                      7





                  reports, manuals, drawings, blueprints, credit cards
                  and other documents (and all copies thereof) and other
                  tools provided to Ferguson by Newell relating to the
                  business of Newell and its subsidiaries and divisions
                  and all property associated therewith which he may
                  possess or have under his control. Ferguson further
                  represents that he has neither kept, created, nor
                  downloaded any copy of Newell's computer records.

             (d)  For a period of one (1) year following the date
                  Ferguson signed this Agreement, Ferguson, without the
                  prior express written permission of Newell Rubbermaid,
                  Inc., shall not (i) enter into the employ of or render
                  any services, in an executive, managerial, sales,
                  financial or strategic planning capacity, to any
                  person, firm, or corporation engaged in the
                  manufacture, sale or distribution of products currently
                  being designed, developed, manufactured, sold or
                  distributed by Newell Rubbermaid, Inc. or any of its
                  subsidiaries or divisions which directly or indirectly
                  compete with the business of Newell Rubbermaid, Inc. or
                  any of its subsidiaries or divisions as presently
                  conducted as of the date Ferguson signed this Agreement
                  (a "Competitive Business"); (ii) engage in any
                  Competitive Business for his own account; (iii)
                  solicit, induce or entice, or cause any other person or
                  entity to solicit, recruit, induce or entice to leave
                  the employ of Newell any person employed or retained by
                  Newell; or (iv) solicit, interfere with, or endeavor to
                  entice away from Newell any of its customers with which
                  Ferguson had contact or communications during his
                  employment with Newell, The covenants contained in
                  paragraphs 6(d)(i) and (ii) shall apply only as to
                  Competitive Business located or doing business in the
                  United States or Canada.

             (e)  If Ferguson commits a breach, or threatens to commit a
                  breach, of any of the provisions of paragraph 6, Newell
                  shall have the right:

                   (i) to have the provisions of this Agreement
                       specifically enforced by and obtain any other
                       relief to which it is entitled by law from any
                       court having jurisdiction; and

                  (ii) following adjudication by the court of competent
                       jurisdiction (including exhaustion of all appeals)
                       that a breach of any of the provisions of
                       paragraph 6 has occurred, to require Ferguson to
                       pay over to Newell all severance benefits provided
                       in paragraphs 2.a. and b. of this Agreement; and


                                      8





                 (iii) discontinue the payment of any further severance
                       benefits under paragraphs 2.a., b., and d of this
                       Agreement.

             (f)  Each of the rights and remedies enumerated in this
                  paragraph 6 shall be independent of the other, and
                  shall be severally enforceable, and such rights and
                  remedies shall be in addition to, and not in lieu of,
                  any other rights and remedies available to Newell in
                  law or equity.

        7.   Ferguson agrees that he will conduct himself in a
             professional manner and not make any disparaging or negative
             statements regarding Newell, its subsidiaries or divisions
             or their officers, directors or employees.

        8.   Following his resignation and throughout his period of
             severance pay, Ferguson shall, upon reasonable notice and at
             reasonable times, (having due regard for the conflicting
             obligations arising from any other employment or engagement
             of Ferguson), advise and assist Newell in preparing such
             operational, financial or other reports or other filings as
             Newell may reasonably request, and to respond to inquiries
             concerning the operations, finances and business of Newell
             and otherwise cooperate with Newell and its affiliates as
             Newell shall reasonably request.  Furthermore, upon
             reasonable notice, Ferguson agrees to cooperate with Newell
             at Newell's request in prosecuting or defending against any
             litigation, complaints or claims against or involving Newell
             or any of its subsidiaries, divisions or affiliated
             businesses at any time in the future.  Ferguson shall be
             reimbursed for any and all out-of-pocket expenses reasonably
             incurred by him in connection with fulfilling his
             obligations under this paragraph 8.

        9.   As a material inducement to Newell to enter the Agreement,
             Ferguson hereby irrevocably and unconditionally releases,
             acquits and forever discharges Newell, its successors,
             assigns, agents, directors, officers, employees,
             representatives, subsidiaries, divisions, parent
             corporations and affiliates, and all other persons acting
             by, through or in concert with any of them (collectively
             "Releasees") from any and all charges, complaints, claims,
             liabilities, obligations, promises, agreements, actions,
             damages, expenses (including attorneys' fees and costs
             actually incurred), or any rights of any and every kind or
             nature, accrued or unaccrued, known and unknown, which
             Ferguson has or claims to have against each or any of the
             Releasees.  This release pertains to but is in no way
             limited to all matters relating to or arising out of
             Ferguson's employment and termination of employment by
             Newell and all claims for severance benefits.  The release

                                      9





             further pertains to but is in no way limited to rights and
             claims under the Age Discrimination in Employment Act of
             1967 (29 U.S.C. 621, et seq. Title VII of the Civil Rights
             Act, as amended, the Americans With Disabilities Act, and
             all state, local or municipal fair employment laws.

        10.  The Agreement shall be binding upon Ferguson and upon his
             heirs, administrators, representatives, executors,
             successors, and assigns and shall inure to the benefit of
             the Releasees and to their heirs, administrators,
             representatives, executors, successors, and assigns.

        11.  As a further material inducement to Newell to enter into
             this Agreement, Ferguson hereby agrees to indemnify and hold
             each and all of the Releasees harmless from and against any
             and all attorneys' fees incurred by Releasees, not to exceed
             Fifty Thousand Dollars ($50,000.00), arising out of the
             breach of the Agreement by Ferguson.  In the event that
             Newell commences litigation against Ferguson for breach of
             the Agreement and it is ultimately determined by a court of
             competent jurisdiction that Ferguson did not breach the
             Agreement, Newell agrees to indemnify and hold Ferguson
             harmless from and against any and all attorneys' fees
             incurred by Ferguson in connection with defending such
             litigation not to exceed Fifty-Thousand Dollars
             ($50,000.00).  Newell's right to indemnification in this
             paragraph 11 is independent from and in addition to all of
             its rights to relief, and to recover damages and severance
             benefits, and to discontinue severance benefits as provided
             in paragraph 6 of this Agreement.

        12.  The parties understand and agree that the Agreement is final
             and binding and constitutes the complete and exclusive
             statement of the terms and conditions of settlement, that no
             representations or commitments were made by the parties to
             induce the Agreement other than as expressly set forth
             herein and that the Agreement is fully understood by the
             parties. Ferguson further represents that he has had the
             opportunity and time to consult with legal counsel
             concerning the provisions of the Agreement and that he has
             been given twenty-one (21) days within which to execute the
             Agreement and seven (7) days following his execution to
             revoke the Agreement. The Agreement may not be modified or
             supplemented except by a subsequent written Agreement signed
             by the party against whom enforcement of the modification is
             sought.

        13.  The validity, construction and enforceability of this
             Agreement shall be governed in all respects by the laws of
             the State of Illinois, without regard to its conflicts of
             laws rules.


                                     10





        14.  Ferguson acknowledges that he has carefully read the entire
             document, that a copy of the document was available to him
             prior to execution, that he knows and understands the
             provisions of the document, and that he has signed the
             document as his own free act and deed.

           [The rest of this page has been left purposely blank.]














































                                     11





        IN WITNESS WHEREOF, the parties herein executed the Agreement as
   of the date appearing next to their signatures.

                                      NEWELL RUBBERMAID, INC.




   Date:  October 25, 2000
         -----------------
                                      /s/ Gilbert A. Nielsen
                                      ----------------------------------
                                      GILBERT A. NIESEN, VICE-PRESIDENT
                                      PERSONNEL RELATIONS


   CAUTION:  THIS IS A RELEASE CONSULT WITH AN ATTORNEY AND READ IT
   BEFORE SIGNING, THIS AGREEMENT MAY BE REVOKED IN WRITING BY YOU WITHIN
   SEVEN (7) DAYS OF YOUR EXECUTION OF THE DOCUMENT.

   Date:  October 25, 2000
         -----------------
                                      /s/ Thomas A. Ferguson
                                      ----------------------------------
                                      THOMAS A. FERGUSON


   STATE OF ILLINOIS      )
                          )  SS.
   COUNTY OF STEPHENSON   )

        On the 25th day of October, 2000, Thomas A. Ferguson appeared
   before me and, after being duly sworn, did say that he acknowledged
   the instrument to be his voluntary act.

        In witness whereof, I hereunto set my hand and official seal:


                                      /s/ Bonnie Jean Beyer
                                      ----------------------------------
                                           Notary Public












                                     12
   

                                                            EXHIBIT 10.15
                                                            -------------

            CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

        This Confidential Separation Agreement and General Release
   (hereinafter referred to as "Agreement") is made this 29th day of
   November, 2000, by and between John J. McDonough (hereinafter referred
   to as "McDonough") and Newell Rubbermaid, Inc. (hereinafter referred
   to as "Newell").

        WHEREAS, Newell decided to terminate McDonough's employment and
   McDonough thereafter submitted his resignation as an employee and
   director of Newell to be effective October 31, 2000; and

        WHEREAS, McDonough desires to secure the severance benefits as
   provided below; and recognizes that this package includes valuable
   consideration to which he would not otherwise be entitled; and

        WHEREAS, the parties desire to affect a final settlement of all
   matters relating to McDonough's employment and his relationship with
   Newell and have arrived at a compromise of all such matters.

        NOW, THEREFORE, based upon the foregoing and in consideration of
   the mutual covenants and promises contained herein and other good and
   valuable consideration, the parties agree as follows:

        1.   Neither this Agreement nor any action taken by Newell
             pursuant to it shall in any way be construed
 as an admission
             by Newell of any liability, wrongdoing or violation of law,
             regulation, contract or policy.

        2.   Newell agrees to pay and/or provide to McDonough the
             following severance benefits in final settlement of all
             claims McDonough may have against Newell:

             a.   Severance pay will be paid to McDonough at his base
                  salary in effect on October 31, 2000, on normal pay
                  periods less all legally required withholding for taxes
                  and social security through December 31, 2000.  Such
                  payments will begin after the passage of seven (7) days
                  following McDonough's execution of this Agreement.

             b.   McDonough will be eligible for a full year 2000 bonus
                  based upon his participation in the Newell Rubbermaid
                  Bonus Plan pursuant to the provisions of that Plan and
                  will be paid that bonus, if any, at the same time other
                  participants are paid.

             c.   Medical and dental group coverage will be continued for
                  McDonough through December 31, 2000, on the same basis
                  as such benefits are provided to existing employees at
                  his level.  McDonough will remain responsible for the
                  partial payment of premiums to the extent that existing





                  employees pay such premiums and such payments will be
                  deducted from severance payments.  With regard to
                  medical and dental coverage, McDonough and his covered
                  dependents have been offered and have elected to
                  continue medical and dental coverage under the
                  Consolidated Omnibus Budget Reconciliation Act (COBRA). 
                  For those purposes, the date of the qualifying event
                  will be January 1, 2001.  Thereafter, McDonough may
                  continue coverage through June 30, 2002, at his own
                  expense.  Should McDonough desire, Newell agrees to
                  deduct premiums for continued Coverage from McDonough's
                  final payroll check.

             d.   All stock options held by McDonough pursuant to the
                  Newell Rubbermaid Stock Option Plan as of October 31,
                  2000, that are not vested will vest pursuant to the
                  terms of that Plan as if McDonough was a participant in
                  the Plan and McDonough may exercise stock options held
                  at any time prior to the expiration date of such
                  options.  No further stock options will be granted to
                  McDonough.

             e.   McDonough's rights under the Newell Operating Company
                  Supplemental Retirement Plan for Key Executives as
                  restated effective January 1, 1999 are governed by the
                  terms of that plan.

             f.   McDonough's rights to distribution from his account, if
                  any, in the Newell Co. Deferred Compensation Plan are
                  governed by the terms of that Plan.

             g.   McDonough will be paid no further wages, bonuses,
                  benefits, compensation or remuneration of any kind
                  subsequent to October 31, 2000, other than those
                  specifically provided above.

        3.   McDonough hereby resigns from Newell as an employee
             effective October 31, 2000 and expressly declines
             reinstatement, employment and rehire by Newell and waives
             all rights to claim such relief and agrees never to seek or
             apply for employment with Newell Rubbermaid, Inc. or any of
             its subsidiaries, affiliated businesses or divisions in the
             future.  McDonough further hereby resigns from the Newell
             Board of Directors and from the Board of Directors of any
             subsidiary of Newell of which he is a member also effective
             October 31, 2000.

        4.   McDonough agrees that this Agreement and all its terms and
             provisions are strictly confidential and shall not be
             divulged or disclosed in any way to any person other than
             his spouse, legal counsel and tax advisor if he so desires,
             and that be will protect the confidentiality of the

                                      2 





             Agreement in all regards.  Should McDonough choose to
             divulge the terms and conditions of the Agreement to his
             spouse, legal counsel or tax advisor, he shall ensure that
             they will be similarly bound to protect its confidentiality
             and that a breach of the paragraph by McDonough's spouse,
             legal counsel or tax advisor, he shall ensure that they will
             be similarly hound to protect its confidentiality and that a
             breach of the paragraph by McDonough's spouse, legal counsel
             or tax advisor shall be considered a breach of the paragraph
             by McDonough.

        5.   McDonough represents that he has not filed any pending
             complaint, charge, claim or grievance against Newell with
             any local, state or federal agency, court or commission.

        6.   (a)  McDonough acknowledges that:

                   (i) As a result of his employment with Newell and as a
                       member of its Board of Directors he has obtained
                       secret and confidential information concerning the
                       business of Newell and its subsidiaries and
                       divisions, including, without limitation, the
                       operations and finances, the business plan, the
                       identity of potential acquisitions, the identity
                       of customers and sources of' supply, their needs
                       and requirements, the nature and extent of
                       contracts with them, product and process
                       specifications and related costs, price,
                       profitability and sales information;

                  (ii) Newell and its subsidiaries and divisions will
                       suffer substantial damage which will be difficult
                       to compute if McDonough should divulge secret and
                       confidential information relating to the business
                       of Newell heretofore acquired by him in the course
                       of his employment with Newell or his participation
                       on its Board of Directors; and

                 (iii) The provisions of this Agreement are reasonable
                       and necessary for the protection of the business
                       of Newell and its subsidiaries and divisions.

             (b)  McDonough agrees that he will not for a period of two
                  (2) years following the date McDonough signs this
                  Agreement divulge to any person, firm or corporation,
                  or use for his own benefit, any secret or confidential
                  information obtained or learned by him in the course of
                  his employment with Newell with regard to the
                  operational, financial, business or other affairs of
                  Newell or its subsidiaries and divisions, including,
                  without limitation, proprietary trade "know how" and
                  secrets, financial information and models, customer

                                      3 





                  lists, business, marketing and sales plans, identity
                  and qualifications of Newell's employees, sources of
                  supply, pricing policies, proprietary operational
                  methods, product specifications or technical processes,
                  except (i) with Newell's express written consent; or
                  (ii) to the extent that any such information is in or
                  becomes part of the public domain other than as a
                  result of McDonough's breach of any of his obligations
                  hereunder.

             (c)  Except as provided herein, McDonough represents that he
                  has no later than the date he signs this Agreement,
                  delivered to Newell all memoranda, notes, files,
                  computers, software, discs, memory storage records,
                  reports, manuals, drawings, blueprints, credit cards
                  and other documents (and all copies thereof) and other
                  tools provided to McDonough by Newell relating to the
                  business of Newell and its subsidiaries and divisions
                  and all property associated therewith which he may
                  possess or have under his control.  McDonough further
                  represents that he has neither kept, created, nor
                  downloaded any copy of Newell's computer records.

             (d)  If McDonough commits a breach, or threatens to commit a
                  breach, of any of the provisions of paragraph 6, Newell
                  shall have the right:

                  (i)  to have the provisions of this Agreement
                       specifically enforced by and obtain any other
                       relief to which it is entitled by law from any
                       court having jurisdiction; and

                  (ii) following adjudication by the court of competent
                       jurisdiction (including exhaustion of all appeals)
                       that a breach of any of the provisions of
                       paragraph 6 has occurred, to require McDonough to
                       pay over to Newell all severance benefits provided
                       in paragraphs 2.a. and b. of this Agreement and to
                       account for and pay over to Newell all
                       compensation, profits, monies, accruals,
                       increments or other benefits (collectively
                       "Benefits") derived or received by him as the
                       result of any transactions constituting a breach
                       of any of the provisions of paragraph 6, and
                       McDonough hereby agrees to account for and pay
                       over such Benefits to Newell; and

                 (iii) discontinue the payment of any further severance
                       benefits under paragraphs 2.a. and b of this
                       Agreement.



                                      4





             (e)  Each of the rights and remedies enumerated in this
                  paragraph 6 shall be independent of the other, and
                  shall be severally enforceable, and such rights and
                  remedies shall be in addition to, and not in lieu of,
                  any other rights and remedies available to Newell in
                  law or equity.

        7.   McDonough agrees that he will conduct himself in a
             professional manner and not make any disparaging or negative
             statements regarding Newell, its subsidiaries or divisions
             or their officers, directors or employees.

        8.   Following his resignation McDonough shall, upon reasonable
             notice and at reasonable times, (having due regard for the
             conflicting obligations arising from any other employment or
             engagement of McDonough), advise and assist Newell in
             preparing such operational, financial or other reports or
             other filings as Newell may reasonably request, and to
             respond to inquiries concerning the operations, finances and
             business of Newell and otherwise cooperate with Newell and
             its affiliates as Newell shall reasonably request. 
             Furthermore, upon reasonable notice, McDonough agrees to
             cooperate with Newell at Newell's request in prosecuting or
             defending against any litigation, complaints or claims
             against or involving Newell or any of its subsidiaries,
             divisions or affiliated businesses at any time in the
             future.

        9.   As a material inducement to Newell to enter the Agreement,
             McDonough hereby irrevocably and unconditionally releases,
             acquits and forever discharges Newell, its successors,
             assigns, agents, directors, officers, employees,
             representatives, subsidiaries, divisions, parent
             corporations and affiliates, and all other persons acting
             by, through or in concert with any of them (collectively
             "Releasees") from any and all charges, complaints, claims,
             liabilities, obligations, promises, agreements, actions,
             damages, expenses (including attorneys' fees and costs
             actually incurred), or any rights of any and every kind or
             nature, accrued or unaccrued, known and unknown, which
             McDonough has or claims to have against each or any of the
             Releasees.  This release pertains to but is in no way
             limited to all matters relating to or arising out of
             McDonough's employment and termination of employment by
             Newell and all claims for severance benefits. The release
             further pertains to but is in no way limited to rights and
             claims under the Age Discrimination in Employment Act of
             1967 (29 U.S.C. 621, et seq.), Title VII of the Civil Rights
             Act, as amended, the Americans With Disabilities Act, and
             all state, local or municipal fair employment laws.



                                      5





        10.  The Agreement shall be binding upon McDonough and upon his
             heirs, administrators, representatives, executors,
             successors, and assigns and shall inure to the benefit of
             the Releasees and to their heirs, administrators,
             representatives, executors, successors, and assigns.

        11.  As a further material inducement to Newell to enter into
             this Agreement, McDonough hereby agrees to indemnify and
             hold each and all of the Releasees harmless from and against
             any attorneys' fees incurred by Releasees, not to exceed
             Fifty Thousand Dollars ($50,000), arising out of the breach
             of the Agreement by McDonough.  Newell's right to
             indemnification in this paragraph 11 is independent from and
             in addition to all of its rights to relief under this
             Agreement, and to recover damages and severance benefits,
             and to discontinue severance benefits as provided in
             paragraph 6 of this Agreement.

        12.  The parties understand and agree that the Agreement is final
             and binding and constitutes the complete and exclusive
             statement of the terms and conditions of settlement, that no
             representations or commitments were made by the parties to
             induce the Agreement other than as expressly set forth
             herein and that the Agreement is fully understood by the
             parties. McDonough further represents that he has had the
             opportunity and time to consult with legal counsel
             concerning the provisions of the Agreement and that he has
             been given twenty-one (21) days within which to execute the
             Agreement and seven (7) days following his execution to
             revoke the Agreement.  The Agreement may not be modified or
             supplemented except by a subsequent written Agreement signed
             by the party against whom enforcement of the modification is
             sought.

        13.  The validity, construction and enforceability of this
             Agreement shall be governed in all respects by the laws of
             the State of Illinois, without regard to its conflicts of
             laws rules.

        14.  McDonough acknowledges that he has carefully read the entire
             document, that a copy of the document was available to him
             prior to execution, that he knows and understands the
             provisions of the document, and that he has signed the
             document as his own free act and deed.

           [The rest of this page has been left purposely blank.]







                                      6





        IN WITNESS WHEREOF, the parties herein executed the Agreement as
   of the date appearing next to their signatures.

                                      NEWELL RUBBERMAID, INC.



   Date: December 1, 2000
        -----------------             /s/ Gilbert A. Niesen
                                      ----------------------------------
                                      GILBERT A. NIESEN, VICE-PRESIDENT
                                      PERSONNEL RELATIONS


   CAUTION:  THIS IS A RELEASE CONSULT WITH AN ATTORNEY AND READ IT
   BEFORE SIGNING  THIS AGREEMENT MAY BE REVOKED IN WRITING BY YOU WITHIN
   SEVEN (7) DAYS OF YOUR EXECUTION OF THE DOCUMENT.




   Date: November 29, 2000            /s/ John J. McDonough
        ------------------            ----------------------------------
                                      JOHN J. McDONOUGH


   STATE OF ILLINOIS   )
                       ) SS.
   COUNTY OF LAKE      )

        On the 29th day of November, 2000, John J. McDonough appeared
   before me and, after being duly sworn, did say that he acknowledged
   the instrument to be his voluntary act.

        In witness whereof, I hereunto set my hand and official seal:


                                      /s/ Susan K. Russell
                                      ----------------------------------
                                           Notary Public













                                      7
   


<TABLE>
<CAPTION>
                                                                                                                  EXHIBIT 11
                                                                                                                  ----------

                                             NEWELL RUBBERMAID INC. AND SUBSIDIARIES
                                        COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
                                        --------------------------------------------------

                                                                        YEAR ENDED DECEMBER 31,
                                                               2000              1999               1998
                                                               ----              ----               ---- 
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
      <S>                                                      <C>               <C>                <C>
      BASIC EARNINGS PER SHARE:


        Net income                                               $421,575            $95,437           $481,834 
        Weighted average shares 
          outstanding                                             268,437            281,806            280,731 
      BASIC EARNINGS PER SHARE                                      $1.57              $0.34              $1.72 

      DILUTED EARNINGS PER SHARE:


        Net income                                               $421,575            $95,437           $481,834 
        Minority interest in income of 
          subsidiary trust, net of tax                             16,436                 (A)            15,742 
                                                                  -------                 ---           ------- 
        Net income, assuming conversion 
          of all applicable securities                           $438,011            $95,437           $497,576 

        Weighted average shares 
          outstanding                                             268,437            281,806            280,731 

        Incremental common shares 
          applicable to common stock
          options based on the average 
          market price during the period                               63                 (A)             1,287 
        Average common shares issuable 
          assuming conversion of the 
          Company-Obligated Mandatorily 
          Redeemable Convertible 
          Preferred Securities of a 
          Subsidiary Trust                                          9,865                 (A)             9,865 
                                                                  -------                 ---              -----
        Weighted average shares 
          outstanding assuming full 
          dilution                                                278,365            281,806            291,883 


      DILUTED EARNINGS PER SHARE, 
        ASSUMING CONVERSION OF ALL 
        APPLICABLE SECURITIES                                       $1.57              $0.34              $1.70 





         NOTE A - DILUTED EARNINGS PER SHARE FOR THE TWELVE MONTHS
   EXCLUDE THE IMPACT OF "IN-THE-MONEY" STOCK OPTIONS AND
   CONVERTIBLE
 PREFERRED SECURITIES BECAUSE THEY ARE ANTI-
   DILUTIVE.
</TABLE>



                                                               EXHIBIT 12
                                                               ----------

<TABLE>
<CAPTION>
                                            NEWELL RUBBERMAID INC. AND SUBSIDIARIES
                                  STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                 ---------------------------------------------------------------

                                                                YEAR ENDED DECEMBER 31,
                                           2000           1999           1998          1997           1996 
                                                           (In thousands, except ratio data)
      <S>                                  <C>            <C>            <C>           <C>            <C>
      EARNINGS AVAILABLE TO FIXED
      CHARGES:


        Income before income 
          taxes                            $685,487       $230,939       $816,973       $544,590       $673,312 

        Fixed charges -
          Interest expense                  130,033        100,021        100,514        114,357         84,822 
          Portion of rent 
            determined to be 
            interest(A)                      33,957         30,319         26,287         23,343         17,561 

          Minority interest 
            in income of 
            subsidiary trust                 26,725         26,771         26,692          1,528              - 
          Equity in earnings 
            elimination                      (7,996)        (8,118)        (7,127)        (5,831)        (6,364)
                                           --------       --------       --------       --------       -------- 

                                           $868,206       $379,932       $963,339       $677,987       $769,331 
                                           ========       ========       ========       ========       ======== 



      FIXED CHARGES:

          Interest expense                 $130,033       $100,021       $100,514       $114,357        $84,822 
          Portion of rent 
            determined to be 
            interest(A)                      33,957         30,319         26,287         23,343         17,561 
          Minority interest 
            in income of 
            subsidiary trust                 26,725         26,771         26,692          1,528              - 
                                           --------       --------       --------       --------       -------- 


                                           $190,715       $157,111       $153,493       $139,228       $102,383 
                                           ========       ========       ========       ========       ======== 





      RATIO OF EARNINGS TO 
        FIXED CHARGES                          4.55           2.42           6.28           4.87           7.51 
                                              ======         ======         ======         ======         ======

         NOTE A - A STANDARD RATIO OF 33% WAS APPLIED TO GROSS RENT
   EXPENSE TO APPROXIMATE THE INTEREST PORTION OF SHORT-TERM AND
   LONG-TERM LEASES.
</TABLE>





                                                               EXHIBIT 21
                                                               ----------

                   NEWELL RUBBERMAID INC. AND SUBSIDIARIES
                          SIGNIFICANT SUBSIDIARIES
                  ----------------------------------------

                           State of
      Name                 Organization  Ownership
      ----                 ------------  --------
      Newell Investments   Delaware      68.5% of stock owned by
      Inc.                               Newell Operating Company;
                                         31.5% owned by Newell
                                         Rubbermaid Inc.

      Newell Operating     Delaware      77.5% of stock owned by
      Company                            Newell Rubbermaid Inc.;
                                         22.5% of stock owned by
                                         Anchor Hocking Corporation

      Rubbermaid           Ohio          100% of stock owned by
      Incorporated                       Newell Rubbermaid Inc.

      Rubbermaid Texas     Texas         Rubbermaid Incorporated is
      Limited              (limited      the general partner with 1%;
                           partnership)  Rubfinco Inc. is the limited
                                         partner with 99%

      Sanford, L.P.        Illinois      Newell Operating Company is
                           (limited      the general partner with
                           partnership)  1.62%; Sanford Investment
                                         Company is the limited
                                         partner with 98.38%




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



                        [ARTHUR ANDERSEN LETTERHEAD]

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                 -------------------------------------------

   As independent public accountants, we hereby consent to the
   incorporation by reference of our report dated January 25, 2001,
   included in this Form 10-K into the Company's previously filed Form
   S-8 Registration Statements File Nos. 33-24447, 33-25196, 33-40641,
   33-67632, 33-62047, and 333-38621, Form S-3 Registration Statements
   File Nos. 33-46208, 33-64225, 333-47261, 333-53039, and 333-82829, and
   Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration
   Statement File No. 33-44957.

   ARTHUR ANDERSEN LLP

   Milwaukee, Wisconsin
   March 20, 2001




                                                             EXHIBIT 23.2
                                                             ------------



                       CONSENT OF INDEPENDENT AUDITORS
                      ---------------------------------

   The Board of Directors
   Newell Rubbermaid Inc.:

   We consent to the incorporation by reference in Newell Rubbermaid
   Inc.'s previously filed Form S-8 Registration Statements (File Nos.
   33-24447, 33-25196, 33-40641, 33-62047, 33-67632, and 333-38621), and
   Form S-3 Registration Statements (File Nos. 33-46208, 33-64225,
   333-47261, 333-53039, and 333-82829), and Post Effective Amendment No.
   1 on Form S-8 to Form S-4 Registration Statement (File No. 33-44957)
   of our report dated February 5, 1999, except as to Note 15, which is
   as of March 24, 1999, with respect to the consolidated balance sheets
   of Rubbermaid Incorporated and subsidiaries as of January 1, 1999, and
   the related consolidated statements of earnings, shareholder's equity
   and comprehensive income, and cash flows for the year then ended.

   /s/ KPMG LLP

   Cleveland, Ohio
   March 20, 2001




                                                               EXHIBIT 99
                                                               ----------

                NEWELL RUBBERMAID INC. SAFE HARBOR STATEMENT
                ---------------------------------------------

        The Company has made statements in its Annual Report on Form 10-K
   for the year ended December 31, 2000, and the documents incorporated
   by reference therein that constitute forward-looking statements, as
   defined by the Private Securities Litigation Reform Act of 1995. These
   statements are subject to risks and uncertainties.  The statements
   relate to, and other forward-looking statements that may be made by
   the Company may relate to, information or assumptions about sales,
   income, earnings per share, return on equity, return on invested
   capital, capital expenditures, working capital, dividends, capital
   structure, free cash flow, debt to capitalization ratios, interest
   rates, internal growth rates, Euro conversion plans and related risks,
   pending legal proceedings and claims (including environmental
   matters), future economic performance, operating income improvements, 
   synergies, management's plans, goals and objectives for future
   operations and growth.  These statements generally are accompanied by
   words such as "intend," "anticipate," "believe," "estimate,"
   "project," "expect," "should" or similar statements.  You should
   understand that forward-looking
 statements are not guarantees since
   there are inherent difficulties in predicting future results.  Actual
   results could differ materially from those expressed or implied in the
   forward-looking statements.  The factors that are discussed below, as
   well as the matters that will be set forth generally in the 2000 Form
   10-K and the documents that are incorporated by reference therein
   could cause actual results to differ.  Some of these factors are
   described as criteria for success.  Our failure to achieve, or limited
   success in achieving, these objectives could result in actual results
   differing materially from those expressed or implied in the
   forward-looking statements.  In addition, there can be no assurance
   that we have correctly identified and assessed all of the factors
   affecting the Company or that the publicly available and other
   information we receive with respect to these factors is complete or
   correct.

   Retail Economy
   --------------

        Our business depends on the strength of the retail economies in
   various parts of the world, primarily in North America and to a lesser
   extent  Europe, Central and South America and Asia.

        These retail economies are affected primarily by such factors as
   consumer demand and the condition of the consumer products retail
   industry.  In recent years, the consumer products retail industry in
   the U.S. and, increasingly, elsewhere has been characterized by
   intense competition and consolidation among both product suppliers and
   retailers.

                                      1





   Nature of the Marketplace
   -------------------------

        We compete with numerous other manufacturers and distributors of
   consumer products, many of which are large and well-established.  Our
   principal customers are large mass merchandisers, such as discount
   stores, home centers, warehouse clubs and office superstores.  The
   rapid growth of these large mass merchandisers, together with changes
   in consumer shopping patterns, have contributed to a significant
   consolidation of the consumer products retail industry and the
   formation of dominant multi-category retailers, many of which have
   strong bargaining power with suppliers.  This environment
   significantly limits our ability to recover cost increases through
   selling prices.  Other trends among retailers are to foster high
   levels of competition among suppliers, to demand that manufacturers
   supply innovative new products and to require suppliers to maintain or
   reduce product prices and deliver products with shorter lead times. 
   Another trend, in the absence of a strong new product development
   effort or strong end-user brands, is for the retailer to import
   generic products directly from foreign sources.

        The combination of these market influences has created an
   intensely competitive environment in which our principal customers
   continuously evaluate which product suppliers to use, resulting in
   pricing pressures and the need for strong end-user brands, the ongoing
   introduction of innovative new products and continuing improvements in
   customer service.

   New Product Development
   -----------------------

        Our long-term success in this competitive retail environment
   depends on our consistent ability to develop innovative new products
   that create consumer demand for our products.  Although many of our
   businesses have had notable success in developing new products, we
   need to continuously improve our new product development capability. 
   There are numerous uncertainties inherent in successfully developing
   and introducing innovative new products on a consistent basis.

   End-User Brands
   ---------------

        Our competitive success also depends increasingly on our ability
   to develop, maintain and strengthen our end-user brands so that our
   retailer customers will need our products to meet consumer demand.  We
   will need to devote more marketing resources to this objective on a
   cost-effective basis.






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   Cost Control
   ------------

        Our success also depends on our ability to control and reduce our
   costs, while maintaining consistently high customer service levels and
   investing in new product development and in marketing our end-user
   brands.  Our objective is to become our  retailer customers' low-cost
   provider and global supplier of choice.  To do this, we will need to
   continuously improve our manufacturing efficiencies and develop
   alternative sources of supply on a world-wide basis.

   Acquisition Integration
   -----------------------

        The acquisition of companies that sell name-brand, staple
   consumer product lines to volume purchasers has historically been one
   of the foundations of our growth strategy.  Over time, our ability to
   continue to make sufficient strategic acquisitions at reasonable
   prices and to integrate the acquired businesses successfully,
   obtaining anticipated cost savings and operating income improvements
   within a reasonable period of time, will be important factors in our
   future growth.  Having completed substantially the integration of
   Rubbermaid Incorporated, we now need to complete the integration of
   the Paper Mate/Parker businesses, which we acquired at the end of
   2000.

   Foreign Operations
   ------------------

        Foreign operations, which include manufacturing and/or sourcing
   in many countries in Europe, Asia, Central and South America and
   Canada,  are increasingly important to our business.  Foreign
   operations can be affected by factors such as currency devaluation,
   other currency fluctuations and the Euro currency conversion, tariffs,
   nationalization, exchange controls, interest rates, limitations on
   foreign investment in local business and other political, economic and
   regulatory risks and difficulties.
















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