SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM 8-K

                                    CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

            Date of report (Date of earliest event reported)March 11, 2002

                                NEWELL RUBBERMAID INC.
                  (Exact Name of Registrant as Specified in Charter)

                Delaware                1-9608              36-3514169
             (State of Other         (Commission          (IRS Employer
              Jurisdiction           File Number)      Identification No.)
            of Incorporation)

             29 East Stephenson Street
                 Freeport, Illinois                   61032-0943
                 (Address Principal                   (Zip Code)
                 Executive Offices)

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


          Item 5.   Other Events.

               On March 11, 2002, Newell Rubbermaid Inc., Banc of America
          Securities LLC, Banc One Capital Markets, Inc., Barclays Bank
          PLC, BNP Paribas Securities Corp., CommerzBank Capital Markets
          Corp., RBC Dominion Securities Corporation, Morgan Stanley & Co.
          Incorporated and Raymond James & Associates, Inc. entered into an
          Underwriting Agreement (the "Underwriting Agreement") with
          respect to the offering and sale of $500,000,000 of unsecured and
          unsubordinated notes, consisting of $250,000,000 in 6.00% Notes
          due 2007 (the "6.00% Notes due 2007") and $250,000,000 in 6.75%
          Notes due 2012 (the "6.75% Notes due 2012," and together with the
          6.00% Notes due 2007, the "Notes") under the Company's shelf
          Registration Statements on Form S-3 (Registration Nos. 333-82829
          and 333-84104).  The sale is scheduled to close on March 14,
          2002.  The Notes will be issued pursuant to an Indenture dated as
          of November 1, 1995, between Newell Rubbermaid Inc. and JPMorgan
          Chase Bank (formerly The Chase Manhattan Bank (National
          Association)), as trustee (as filed with the Securities and
          Exchange Commission on November 14, 1995, File No. 033-64225).

               A copy of the Underwriting Agreement, the form of  6.00%
          Notes due 2007 and the form of 6.75% Notes due 2012 are filed as
          Exhibits 1.1, 4.1 and 4.2, respectively, to this Report on Form
          8-K, and hereby are incorporated by reference herein.


          Item 7.   Financial Statements, Pro Forma Financial Statements
          and Exhibits

               (c)  Exhibits.

                    (1.1)     Underwriting Agreement dated March 11, 2002,
                              among Newell Rubbermaid Inc., Banc of America
                              Securities LLC, Banc One Capital Markets,
                              Inc., Barclays Bank PLC, BNP Paribas
                              Securities Corp., CommerzBank Capital Markets
                              Corp., RBC Dominion Securities Corporation,
                              Morgan Stanley & Co. Incorporated and Raymond
                              James & Associates, Inc.

                    (4.1)     Form of 6.00% Notes due 2007.

                    (4.2)     Form of 6.75% Notes due 2012.


                                      SIGNATURES

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

                                         NEWELL RUBBERMAID INC.


          Date:     March 14, 2002       By:  /s/ Dale L. Matschullat
                                            --------------------------
                                            Dale L. Matschullat
                                            Vice President - General Counsel


                                    EXHIBIT INDEX

          Exhibit No.     Description
          -----------     -----------

          1.1             Underwriting Agreement dated March 11, 2002,
                          among Newell Rubbermaid Inc., Banc of America
                          Securities LLC, Banc One Capital Markets, Inc.,
                          Barclays Bank PLC, BNP Paribas Securities Corp.,
                          CommerzBank Capital Markets Corp., RBC Dominion
                          Securities Corporation, Morgan Stanley & Co.
                          Incorporated and Raymond James & Associates,
                          Inc.

          4.1             Form of 6.00% Notes due 2007

          4.2             Form of 6.75% Notes due 2012




                                                              EXHIBIT 1.1
                                                              -----------

                                                           EXECUTION COPY


                           NEWELL RUBBERMAID INC.
                      $250,000,000 6.00% Notes Due 2007
                     $250,000,000  6.75% Notes Due 2012


                           UNDERWRITING AGREEMENT


                                                     March 11, 2002


   To the Representatives
       named in Schedule I
       hereto of the Under-
       writers named in
       Schedule II hereto


   Ladies and Gentlemen:

             Newell Rubbermaid Inc., a Delaware corporation (the
   "Company"), proposes to sell, severally and not jointly, to the
   underwriters named in Schedule II hereto (the "Underwriters"), for
   whom you (the "Representatives") are acting as representatives, the
   principal amount of its 6.00% Notes Due 2007 (the "2007 Notes") and
   its 6.75% Notes Due 2012 (the "2012 Notes") identified in Schedule I
   hereto (collectively, the "Securities"), to be issued under the senior
   indenture (the "Indenture") dated as of November 1, 1995, between
   Newell Rubbermaid Inc. (formerly Newell Co.) and JP Morgan Chase Bank
   (formerly The Chase Manhattan Bank (National Association)), as trustee
   (the "Trustee"), relating to senior debt securities. If the firm or
   firms listed in Schedule II hereto include only the firm or firms
   listed in Schedule I hereto, then the terms "Underwriters" and
   "Representatives," as used herein, shall each be deemed to refer to
   such firm or firms.

             The Company has filed with the Securities and Exchange
   Commission (the "SEC") a registration statement on Form S-3 (No. 333-
   82829) for the registration of securities (the "Original Registration
   Statement"), including the Securities, under the Securities Act of
   1933, as amended (the "1933 Act") and a registration statement filed
   pursuant to Rule 462(b) of the rules and regulations of the SEC under
   the 1933 Act (the "1933 Act Regulations"), and the offering of such
   Securities from time to time in accordance with Rule 415 of the 1933
   Act Regulations.  Such registration statement has been declared
   effective by the SEC and the Indenture has been qualified under the
   Trust Indenture Act of 1939, as amended (the "1939 Act").  Such
   registration statement and the prospectus constituting a part thereof,



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   and the prospectus supplement relating to the offering of the
   Securities, including all documents incorporated therein by reference,
   as from time to time amended or supplemented by the filing of
   documents pursuant to the Securities Exchange Act of 1934, as amended
   (the "1934 Act"), or the 1933 Act or otherwise, are referred to herein
   as the "Registration Statement" and the "Prospectus," respectively,
   except that if any revised prospectus shall be provided to the
   Underwriters by the Company for use in connection with the offering of
   the Securities which is not required to be filed by the Company
   pursuant to Rule 424(b) of the 1933 Act Regulations, the term
   "Prospectus" shall refer to such revised prospectus from and after the
   time it is first provided to the Underwriters for such use.  The
   registration statement filed pursuant to Rule 462(b) of the 1933 Act
   Regulations is herein referred to as the "Rule 462(b) Registration
   Statement," and the term "Registration Statement" shall include both
   the Original Registration Statement and the Rule 462(b) Registration
   Statement.

        1.   Representations and Warranties.

             (a)  REPRESENTATIONS AND WARRANTIES.  The Company represents
   and warrants to the Underwriters as of the date hereof and as of the
   Closing Date (as defined below) (each of the Closing Date and the date
   hereof being referred to as a "Representation Date"), as follows:

                  (i)  DUE INCORPORATION AND QUALIFICATION.  The Company
   has been duly incorporated and is validly existing as a corporation in
   good standing under the laws of the State of Delaware with corporate
   power and authority to own, lease and operate its properties and to
   conduct its business as described in the Prospectus and to enter into
   and perform its obligations under this Agreement, the Indenture and
   the Securities; and the Company is duly qualified as a foreign
   corporation to transact business and is in good standing in each
   jurisdiction in which such qualification is required, whether by
   reason of the ownership or leasing of property or the conduct of
   business, except where the failure to so qualify or be in good
   standing would not have a material adverse effect on the condition,
   financial or otherwise, or the earnings, business affairs or business
   prospects of the Company and its subsidiaries considered as one
   enterprise (a "Material Adverse Effect").

                  (ii) SUBSIDIARIES.  Each subsidiary of the Company
   which is a significant subsidiary as defined in Rule 1-02 of
   Regulation S-X promulgated under the 1933 Act (each a "Significant
   Subsidiary") has been duly incorporated and is validly existing as a
   corporation in good standing under the laws of the jurisdiction of its
   incorporation, has corporate power and authority to own, lease and
   operate its properties and to conduct its business as described in the
   Prospectus and is duly qualified as a foreign corporation to transact

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   business and is in good standing in each jurisdiction in which such
   qualification is required, whether by reason of the ownership or
   leasing of property or the conduct of business, except where the
   failure to so qualify or be in good standing would not have a Material
   Adverse Effect; and all of the issued and outstanding capital stock,
   owned directly or indirectly by the Company, of each Significant
   Subsidiary has been duly authorized and validly issued is fully paid
   and non-assessable and is so owned free and clear of any security
   interest, mortgage, pledge, lien, encumbrance or claim.

                  (iii)     REGISTRATION STATEMENT AND PROSPECTUS.  At
   the time each of the Original Registration Statement and the Rule
   462(b) Registration Statement became effective, the Original
   Registration Statement, the Rule 462(b) Registration Statement and the
   Indenture complied, and as of each Representation Date will comply, in
   all material respects with the requirements of the 1933 Act and the
   1933 Act Regulations and the 1939 Act and the rules and regulations of
   the SEC under the 1939 Act (the "1939 Act Regulations").  Each of the
   Original Registration Statement and the Rule 462(b) Registration
   Statement, at the time it became effective, did not, and as of each
   Representation Date, will not, contain an untrue statement of a
   material fact or omit to state a material fact required to be stated
   therein or necessary to make the statements therein not misleading.
   The Prospectus, as of the date hereof does not, and as of the Closing
   Date will not, include an untrue statement of a material fact or omit
   to state a material fact necessary in order to make the statements
   therein, in the light of the circumstances under which they were made,
   not misleading; provided, however, that the representations and
   warranties in this subsection shall not apply, with respect to any
   Underwriter, to statements in or omissions from the Registration
   Statement or Prospectus made in reliance upon and in conformity with
   information furnished to the Company in writing by such Underwriter
   with respect to itself expressly for use in the Registration Statement
   or Prospectus or to that part of the Registration Statement which
   constitutes the Trustee's Statement of Eligibility under the 1939 Act
   (Form T-1).

                  (iv) INCORPORATED DOCUMENTS.  The documents
   incorporated or deemed to be incorporated by reference in the
   Prospectus, at the time they were filed or amended or hereafter are
   filed with the SEC, complied or when so filed will comply, as the case
   may be, in all material respects with the requirements of the 1934 Act
   and the rules and regulations promulgated thereunder (the "1934 Act
   Regulations") and, when read together and with the other information
   in the Prospectus, at the date hereof, at the date of the Prospectus
   and as of the Closing Date did not and will not contain an untrue
   statement of a material fact or omit to state a material fact required
   to be stated therein or necessary in order to make the statements


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   therein, in the light of the circumstances under which they were or
   are made, not misleading.

                  (v)  ACCOUNTANTS.  The accountants who certified the
   financial statements and supporting schedules included or incorporated
   by reference in the Registration Statement are independent public
   accountants as required by the 1933 Act and the 1933 Act Regulations.

                  (vi) FINANCIAL STATEMENTS.  The financial statements
   included or incorporated by reference in the Registration Statement
   and the Prospectus present fairly the consolidated financial position
   of the Company and its consolidated subsidiaries as at the dates
   indicated and the consolidated results of their operations for the
   periods specified; except as otherwise stated in the Registration
   Statement, said financial statements have been prepared in conformity
   with generally accepted accounting principles in the United States
   applied on a consistent basis; and the supporting schedules included
   or incorporated by reference in the Registration Statement present
   fairly the information required to be stated therein.

                  (vii)     AUTHORIZATION AND VALIDITY OF THIS AGREEMENT,
   THE INDENTURE AND THE SECURITIES.  This Agreement has been duly and
   validly authorized, executed and delivered by the Company; the
   Indenture has been duly and validly authorized, executed and delivered
   by the Company and is a valid and binding obligation of the Company
   enforceable in accordance with its terms, except as enforcement
   thereof may be limited by bankruptcy, insolvency, reorganization,
   moratorium or other similar laws relating to or affecting enforcement
   of creditors' rights generally or by general equity principles; the
   Securities have been duly and validly authorized for issuance, offer
   and sale pursuant to this Agreement and, when issued, authenticated
   and delivered pursuant to the provisions of this Agreement, the
   Indenture and the Officers' Certificate with respect to the Securities
   heretofore delivered by the Company to the Trustee (the "Officers'
   Certificate") against payment of the consideration therefor specified
   in the Prospectus, the Securities will constitute valid and legally
   binding obligations of the Company enforceable in accordance with
   their terms, except as enforcement thereof may be limited by
   bankruptcy, insolvency, reorganization, moratorium or other similar
   laws relating to or affecting enforcement of creditors' rights
   generally or by general equity principles;  the Securities and the
   Indenture will be substantially in the form heretofore delivered to
   the Underwriters, and each holder of the Securities will be entitled
   to the benefits provided by the Indenture.

                  (viii)    MATERIAL CHANGES OR MATERIAL TRANSACTIONS.
   Since the respective dates as of which information is given in the
   Registration Statement and the Prospectus, except as may otherwise be
   stated therein or contemplated thereby, (a) there has been no material

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   adverse change in the condition, financial or otherwise, or in the
   earnings, business affairs or business prospects of the Company and
   its subsidiaries considered as one enterprise, whether or not arising
   in the ordinary course of business, (b) there have been no
   transactions entered into by the Company or any of its subsidiaries
   that are material to the Company and its subsidiaries considered as
   one enterprise, other than those in the ordinary course of business,
   and (c) except for regular dividends on the Company's common stock or
   preferred stock in amounts per share that are consistent with past
   practices or the applicable charter document or supplement thereto,
   respectively, there has been no dividend or distribution of any kind
   declared, paid or made by the Company on any class of its capital
   stock.

                  (ix) DESCRIPTION OF THE SECURITIES AND THE INDENTURE.
   The Securities and the Indenture will conform in all material respects
   to the respective statements relating thereto contained in the
   Prospectus and will be in substantially the respective forms filed or
   incorporated by reference, as the case may be, as exhibits to the
   Registration Statement.

                  (x)  NO DEFAULTS.  Neither the Company nor any of its
   Significant Subsidiaries is in violation of its charter or in default
   in the performance or observance of any material obligation,
   agreement, covenant or condition contained in any contract, indenture,
   mortgage, loan agreement, note, lease or other instrument to which it
   is a party or by which it or any of them may be bound, or to which any
   of the property or assets of the Company or any of its Significant
   Subsidiaries is subject, except when such default would not have a
   Material Adverse Effect; and the execution, delivery and performance
   of this Agreement, the Indenture and the Securities, the compliance by
   the Company with its obligations hereunder and thereunder and the
   consummation of the transactions contemplated herein, therein and in
   the Registration Statement (including the issuance and sale of the
   Securities and the use of proceeds from the sale of the Securities as
   described in the Prospectus under the caption "Use of Proceeds"), will
   not conflict with or constitute a breach of, or default under, or
   result in the creation or imposition of any lien, charge or
   encumbrance upon any property or assets of the Company or any of its
   Significant Subsidiaries pursuant to, any contract, indenture,
   mortgage, loan agreement, note, lease or other instrument to which the
   Company or any such subsidiary is subject, nor will such action result
   in any violation of the provisions of the charter or by-laws of the
   Company or any law, administrative regulation or administrative or
   court order or decree of any court or governmental agency, authority
   or body or any arbitrator having jurisdiction over the Company.

                  (xi) CATASTROPHIC EVENTS.  The Company has not
   sustained a loss on account of fire, flood, accident, terrorism or

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   other calamity which materially and adversely affects the business of
   the Company and its subsidiaries taken as a whole as disclosed in the
   Registration Statement and the Prospectus, regardless of whether or
   not such loss shall have been insured.

                  (xii)     LEGAL PROCEEDINGS; CONTRACTS.  Except as set
   forth in the Registration Statement and the Prospectus, there is no
   action, suit or proceeding before or by any court or governmental
   agency or body, domestic or foreign, now pending, or, to the knowledge
   of the Company, threatened, against or affecting the Company or any of
   its subsidiaries, which will, in the opinion of the Company, result in
   any Material Adverse Effect or will materially and adversely affect
   the performance by the Company of its obligations under this
   Agreement; and there are no contracts or documents of the Company or
   any of its subsidiaries which are required to be filed or incorporated
   by reference as exhibits to the Registration Statement by the 1933 Act
   or by the 1933 Act Regulations which have not been so filed or
   incorporated by reference.

                  (xiii)    ENVIRONMENTAL LAWS.   Except as would not,
   singly or in the aggregate, result in a Material Adverse Effect, and
   other than as described or incorporated by reference in the
   Prospectus, (A) neither the Company nor any of its subsidiaries is in
   violation of any federal, state, local or foreign statute, law, rule,
   regulation, ordinance, code, policy or rule of common law or any
   judicial or administrative interpretation thereof, including any
   judicial or administrative order, consent decree or judgment, relating
   to pollution or protection of human health, the environment
   (including, without limitation, ambient air, surface water,
   groundwater, land surface or subsurface strata) or wildlife,
   including, without limitation, laws and regulations relating to the
   release or threatened release of chemicals, pollutants, contaminants,
   wastes, toxic substances, hazardous substances, petroleum or petroleum
   products (collectively, "Hazardous Materials") or to the manufacture,
   processing, distribution, use, treatment, storage, disposal, transport
   or handling of Hazardous Materials (collectively, "Environmental
   Laws"), (B) the Company and its subsidiaries have all permits,
   authorizations and approvals required under any applicable
   Environmental Laws and are each in compliance with their requirements,
   (C) there are no pending or, to the Company's or any of its
   subsidiaries' knowledge, threatened administrative, regulatory or
   judicial actions, suits, demands, demand letters, claims, liens,
   notices of noncompliance or violation, investigations or proceedings
   relating to any Environmental Law against the Company or any of its
   subsidiaries and (D) there are no events or circumstances that might
   reasonably be expected to form the basis of an order for clean-up or
   remediation, or an action, suit or proceeding by any private party or
   governmental body or agency, against or affecting the Company or any


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   of its subsidiaries relating to Hazardous Materials or Environmental
   Laws.

                  (xiv)     NO AUTHORIZATION, APPROVAL OR CONSENT
   REQUIRED.  No authorization, approval, consent, order or decree of any
   court or governmental agency or body including the SEC is required for
   the consummation by the Company of the transactions contemplated by
   this Agreement or in connection with the sale of the Securities
   hereunder, except such as have been obtained or rendered, as the case
   may be, or as may be required under state securities ("Blue Sky")
   laws.

                  (xv) INAPPLICABILITY OF INVESTMENT COMPANY ACT OF 1940.
   The Company is not an "investment company" within the meaning of the
   Investment Company Act of 1940, as amended.

                  (xvi)     COMMODITY EXCHANGE ACT.  The Securities, when
   issued, authenticated and delivered pursuant to the provisions of this
   Agreement and the Indenture, will be excluded or exempted under the
   provisions of the Commodity Exchange Act.

                  (xvii)    RATINGS.  As of the date hereof, the senior
   unsecured long term debt of the Company is rated Baa1 by Moody's
   Investors Service, Inc. ("Moody's"),  BBB+ by Fitch Ratings, Ltd.
   ("Fitch") and BBB+ by Standard & Poor's Ratings Group ("S&P").

             (b)  ADDITIONAL CERTIFICATIONS.  Any certificate signed by
   any director or officer of the Company and delivered to an Underwriter
   or to counsel for the Underwriters in connection with the offering or
   sale of the Securities shall be deemed a representation and warranty
   by the Company to the Underwriters as to the matters covered thereby
   on the date of such certificate and at each Representation Date
   subsequent thereto.

        2.   Purchase and Sale.

              Subject to the terms and conditions and in reliance upon
   the representations and warranties set forth herein, the Company
   agrees to sell to each Underwriter, and each Underwriter agrees,
   severally and not jointly, to purchase from the Company, at the
   purchase price set forth in Schedule I hereto the principal amount of
   the 2007 Notes and the 2012 Notes set forth opposite such
   Underwriter's name in Schedule II hereto.  The Underwriters may engage
   the services of any other broker or dealer in connection with the
   resale of any of the Securities purchased by them and may allow all or
   any portion of the discount received in connection with such purchases
   from the Company to such brokers and dealers.



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        3.   Delivery and Payment.

             Delivery of and payment for the Securities shall be made on
   the date and at the time specified in Schedule I hereto (or such later
   date not later than five business days after such specified date as
   the Representatives shall designate), which date and time may be
   postponed by agreement between the Representatives and the Company or
   as provided in Section 9 hereof (such date and time of delivery and
   payment for the Securities being herein called the "Closing Date").
   Delivery of the Securities shall be made to the Representatives for
   the respective accounts of the several Underwriters against payment by
   the several Underwriters through the Representatives of the purchase
   price thereof to or upon the order of the Company by wire transfer in
   Federal (same day) funds.  Delivery of the Securities shall be made at
   such location as the Representatives shall reasonably designate at
   least one business day in advance of the Closing Date and payment for
   the Securities shall be made at the office specified in Schedule I
   hereto.  Certificates for the Securities shall be registered in such
   names and in such denominations as the Representatives may request not
   less than two full business days in advance of the Closing Date.

             The Company agrees to have the Securities available for
   inspection, checking and packaging by the Representatives in New York,
   New York, not later than 1:00 PM on the business day prior to the
   Closing Date.

        4.   Covenants of the Company.

             The Company covenants with each Underwriter as follows:

             (a)  NOTICE OF CERTAIN EVENTS.  The Company will notify the
   Underwriters immediately of (i) the effectiveness of any amendment to
   the Registration Statement, (ii) the transmittal to the SEC for filing
   of any supplement to the Prospectus or any document to be filed
   pursuant to the 1934 Act which will be incorporated by reference in
   the Prospectus, (iii) the receipt of any comments from the SEC with
   respect to the Registration Statement or the Prospectus, including any
   document incorporated by reference therein, (iv) any request by the
   SEC for any amendment to the Registration Statement or any amendment
   or supplement to the Prospectus or for additional information, and (v)
   the issuance by the SEC of any stop order suspending the effectiveness
   of the Registration Statement or the initiation of any proceedings for
   that purpose.  The Company will make every reasonable effort to
   prevent the issuance of any stop order and, if any stop order is
   issued, to obtain the lifting thereof at the earliest possible moment.
   In addition, after learning of either such event, the Company will
   forthwith notify the Underwriters if the rating assigned to any debt
   securities of the Company by any nationally recognized securities
   rating agency shall have been lowered, or if any such rating agency

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   shall have publicly announced that it has under surveillance or
   review, with possible negative implications, its rating of any debt
   securities of the Company.

             (b)  NOTICE OF CERTAIN PROPOSED FILINGS.  The Company will
   give the Underwriters notice of its intention to file or prepare any
   additional registration statement with respect to the registration of
   additional 2007 Notes or 2012 Notes, any amendment to the Registration
   Statement (including any filing under Rule 426(b))or any amendment or
   supplement to the Prospectus (other than a supplement providing solely
   for the specification of the interest rates or formulas and issuance
   prices of the 2007 Notes or 2012 Notes sold pursuant hereto), whether
   by the filing of documents pursuant to the 1934 Act, the 1933 Act or
   otherwise, and will furnish the Underwriters with copies of any such
   amendment or supplement or other documents proposed to be filed or
   used a reasonable time in advance of such proposed filing or use, as
   the case may be.

             (c)  COPIES OF THE REGISTRATION STATEMENT AND THE
   PROSPECTUS.  The Company will deliver to each Underwriter as many
   signed and conformed copies of the Registration Statement (as
   originally filed) and of each amendment thereto (including exhibits
   filed therewith or incorporated by reference therein and documents
   incorporated by reference in the Prospectus) as each Underwriter may
   reasonably request. The Company will furnish to each Underwriter as
   many copies of the Prospectus (as amended or supplemented) as each
   Underwriter shall reasonably request so long as the requesting
   Underwriter is required to deliver a Prospectus in connection with
   sales or solicitations of offers to purchase Securities.  The
   Registration Statement and the Prospectus and any amendments or
   supplements thereto furnished to the Underwriters will be identical to
   any electronically transmitted copies thereof filed with the
   Commission pursuant to EDGAR, except to the extent permitted by
   Regulation S-T.

             (d)  PREPARATION OF PROSPECTUS SUPPLEMENTS.  The Company
   will prepare, with respect to the Securities to be sold to the
   Underwriters pursuant to this Agreement, a Prospectus Supplement with
   respect to such Securities and will file such Prospectus Supplement
   pursuant to Rule 424(b) under the 1933 Act within the time period
   prescribed therefor under Rule 424(b).

             (e)  CONTINUED COMPLIANCE WITH SECURITIES LAWS.  The Company
   will comply with the 1933 Act and the 1933 Act Regulations, the 1934
   Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act
   Regulations so as to permit the completion of the distribution of the
   Securities as contemplated by this Agreement and the Prospectus.  If
   at any time when a prospectus is required by the 1933 Act to be
   delivered in connection with sales of the Securities, any event shall

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   occur or condition shall exist as a result of which it is necessary,
   in the opinion of counsel for the Underwriters or for the Company, to
   amend the Registration Statement or amend or supplement the Prospectus
   in order that the Prospectus will not include any untrue statement of
   a material fact or omit to state a material fact necessary in order to
   make the statements therein not misleading in the light of the
   circumstances existing at the time it is delivered to a purchaser, or
   if it shall be necessary, in the opinion of such counsel, at any such
   time to amend the Registration Statement or amend or supplement the
   Prospectus in order to comply with the requirements of the 1933 Act or
   the 1933 Act Regulations, the Company will promptly prepare and file
   with the Commission, subject to Section 3(b), such amendment or
   supplement as may be necessary to correct such statement or omission
   or to make the Registration Statement or the Prospectus comply with
   such requirements, and the Company will furnish to the Underwriters
   such number of copies of such amendment or supplement as the
   Underwriters may reasonably request.

             (f)  EARNINGS STATEMENTS.  The Company will timely file such
   reports pursuant to the 1934 Act as are necessary in order to make
   generally available to its security holders as soon as practicable an
   earnings statement for the purposes of, and to provide the benefits
   contemplated by, the last paragraph of Section 11 (a) of the 1933 Act.

             (g)  BLUE SKY QUALIFICATIONS.  The Company will endeavor, in
   cooperation with the Underwriters, to qualify the 2007 Notes and the
   2012 Notes for offering and sale under the applicable securities laws
   of such states and other jurisdictions of the United States as the
   Underwriters may designate, and will maintain such qualifications in
   effect for as long as may be required for the distribution of the 2007
   Notes and the 2012 Notes; provided, however, that the Company shall
   not be obligated to file any general consent to service of process or
   to qualify as a foreign corporation in any jurisdiction in which it is
   not so qualified.  The Company will file such statements and reports
   as may be required by the laws of each jurisdiction in which the 2007
   Notes and the 2012 Notes have been qualified as above provided. The
   Company will promptly advise the Underwriters of the receipt by the
   Company of any notification with respect to the suspension of the
   qualification of any of the Securities for sale in any such state or
   jurisdiction or the initiating or threatening of any proceeding for
   such purpose.

             (h)  1934 ACT FILINGS.  The Company, during the period when
   the Prospectus is required to be delivered under the 1933 Act or the
   1934 Act, will file all documents required to be filed with the SEC
   pursuant to the 1934 Act within the time periods required by the 1934
   Act and the 1934 Act Regulations.



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             (i)  USE OF PROCEEDS.  The Company will use the net proceeds
   received by it from the issuance and sale of the Securities in the
   manner specified in the Prospectus.

        5.   Conditions to the Obligations of the Underwriters.

             The obligations of the Underwriters to purchase the 2007
   Notes and the 2012 Notes from the Company shall be subject to the
   accuracy of the representations and warranties on the part of the
   Company herein contained as of the date hereof and the Closing Date,
   and to the accuracy of the statements of the Company's officers made
   in any certificate furnished pursuant to the provisions hereof
   relating to such Securities, to the performance and observance by the
   Company of all its covenants and agreements herein contained and to
   the following additional conditions precedent:

             (a)  LEGAL OPINIONS.  The Underwriters shall have received
   the following legal opinions, dated as of the Closing Date, and
   otherwise in form and substance satisfactory to the Underwriters:

                  (1)  OPINION OF GENERAL COUNSEL OF COMPANY.  The
   opinion of the General Counsel of the Company to the effect that:

                       (i)  Each Significant Subsidiary is validly
   existing in good standing under the laws of the jurisdiction of its
   organization and, to the best of such counsel's knowledge, each of the
   Company and each Significant Subsidiary is duly qualified to transact
   business and is in good standing in each jurisdiction in which such
   qualification is required, whether by reason of the ownership or
   leasing of property or the conduct of business, except where the
   failure to so qualify or be in good standing would not have a Material
   Adverse Effect.

                       (ii) Each Significant Subsidiary has the power and
   authority to own, lease and operate its properties and to conduct its
   business as currently conducted and as described in the Prospectus.

                       (iii)     All of the issued and outstanding
   capital stock of each Significant Subsidiary has been duly authorized
   and validly issued, is fully paid and non-assessable and, except for
   directors' qualifying shares, if any, is owned directly or indirectly
   by the Company, free and clear of any recorded security interest,
   lien, encumbrance or claim.

                       (iv) To the best of such counsel's knowledge,
   there are no legal or governmental proceedings before any court or
   governmental agency, authority or body or any arbitrator pending or
   threatened which are required to be disclosed in the Prospectus, other
   than those disclosed therein.

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                       (v)  The execution and delivery by the Company of
   this Agreement, the Indenture and the Securities, the performance by
   the Company of its agreements herein and therein and the incurrence by
   the Company of the indebtedness to be evidenced by the Securities will
   not conflict with or constitute a breach of, or default under, or
   result in the creation or imposition of any lien, charge or
   encumbrance upon any property or assets of the Company or any
   Significant Subsidiary under any contract, indenture, mortgage, loan
   agreement, note, lease or other instrument known to such counsel and
   to which the Company or any Significant Subsidiary is a party or by
   which any of them are bound or to which any property or assets of the
   Company or any such Significant Subsidiary is subject.

                       (vi) the Company's authorized and outstanding
   equity capitalization is as set forth in the Prospectus as of the date
   or dates indicated herein; and the Securities conform in all material
   respects to the description thereof contained in the Prospectus.

                       (vii)     no holders of securities of the Company
   have rights to the registration of such securities under the
   Registration Statement.

                  (2)  OPINION OF COMPANY COUNSEL.  The opinion of Schiff
   Hardin & Waite, counsel to the Company, to the effect that:

                       (i)  The Company and each Significant Subsidiary
   has been duly incorporated (or, in the case of a Significant
   Subsidiary that is not a corporation, duly formed or organized, as the
   case may be) and is validly existing in good standing under the laws
   of the jurisdiction of its incorporation (or, if applicable, formation
   or organization).

                       (ii) The Company has corporate power and authority
   to own, lease and operate its properties and to conduct its business
   as described in the Prospectus and to enter into and perform its
   obligations under this Agreement, the Indenture and the Securities.

                       (iii)     The Company is duly qualified as a
   foreign corporation to transact business and is in good standing under
   the laws of the State of Illinois.

                       (iv) This Agreement has been duly and validly
   authorized, executed and delivered by the Company.

                       (v)  The Indenture has been duly and validly
   authorized, executed and delivered by the Company and (assuming the
   Indenture has been duly authorized, executed and delivered by the
   Trustee) constitutes a legal, valid and binding agreement of the
   Company, enforceable against the Company in accordance with its terms,

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   except as enforcement thereof may be limited by bankruptcy,
   insolvency, reorganization, moratorium, fraudulent transfer or other
   similar laws relating to or affecting enforcement of creditors' rights
   generally, or by general equity principles (regardless of whether
   enforcement is considered in a proceeding in equity or at law).

                       (vi) The forms of the Securities filed as exhibits
   to the Registration Statement comply with the requirements of the
   Indenture applicable thereto; the Securities have been duly and
   validly authorized for issuance, offer and sale pursuant to this
   Agreement and, when issued, authenticated and delivered pursuant to
   the provisions of this Agreement, the Indenture and the Officers'
   Certificate against payment of the consideration therefor, will
   constitute valid and legally binding obligations of the Company,
   enforceable in accordance with their terms, except as enforcement
   thereof may be limited by bankruptcy, insolvency, reorganization,
   moratorium, fraudulent transfer or other similar laws relating to or
   affecting enforcement of creditors' rights generally or by general
   equity principles (regardless of whether enforcement is considered in
   a proceeding in equity or at law); and each holder of Securities will
   be entitled to the benefits of the Indenture.

                       (vii)     The information in the Prospectus under
   the captions "Description of the Notes," "Description of Debt
   Securities," "Particular Terms of the Senior Debt Securities,"
   "Particular Terms of the Subordinated Debt Securities" and
   "Description of Capital Stock" to the extent that it constitutes
   matters of law, summaries of legal matters, documents or proceedings,
   or legal conclusions, has been reviewed by such counsel and is correct
   in all material respects.

                       (viii)    The Indenture is qualified under the
   1939 Act.

                       (ix) Each of the Original Registration Statement
   and the Rule 462(b) Registration Statement, is effective under the
   1933 Act and, to the best of such counsel's knowledge, no stop order
   suspending the effectiveness of the Original Registration Statement or
   the Rule 462(b) Registration Statement has been issued under the 1933
   Act or proceedings therefor initiated or threatened by the SEC; if
   filing of the Prospectus, or any supplement thereto, is required
   pursuant to Rule 424(b), the Prospectus, and any such supplement,
   shall have been filed in the manner and within the time period
   required by Rule 424(b), or if the filing of the Rule 434 Term Sheet
   is required pursuant to Rule 434, the Rule 434 Term Sheet will be
   filed in the manner and within the time period required by Rule 434.

                       (x)  At the time it became effective, each of the
   Original Registration Statement and the Rule 462(b) Registration

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   Statement (other than the financial statements and related schedules
   and other financial information included or incorporated by reference
   therein), complied as to form in all material respects with the
   requirements of the 1933 Act, the 1939 Act and the regulations under
   each of those Acts.

                       (xi) The execution, delivery and performance by
   the Company of this Agreement, the Indenture and the Securities, the
   performance by the Company of its agreements herein and therein and
   the incurrence by the Company of the indebtedness to be evidenced by
   the Securities will not conflict with or constitute a breach of, or
   default under, or result in the creation or imposition of any lien,
   charge or encumbrance upon any property or assets of the Company
   pursuant to, any Material Contract nor will such action result in any
   violation of the provisions of the charter or by-laws of the Company
   or any law, administrative regulation or administrative or court order
   or decree known to such counsel to be applicable to the Company of any
   court or governmental agency, authority or body or any arbitrator
   having jurisdiction over the Company.  For purposes of the preceding
   sentence, "Material Contract" shall mean each indenture, loan
   agreement, contract, agreement or arrangement, as each shall have been
   amended to the date of such opinion, filed as an exhibit to, or
   incorporated by reference in, the most recent Annual Report to the SEC
   on Form 10-K of the Company or any report filed since the date of such
   report with the SEC under Section 13 of the 1934 Act.

                       (xii)     To the best of such counsel's knowledge,
   there are no contracts, indentures, mortgages, loan agreements, notes,
   leases or other instruments or documents required to be described or
   referred to in the Registration Statement or Prospectus or to be filed
   as exhibits thereto other than those described or referred to therein
   or filed or incorporated by reference as exhibits thereto, and the
   descriptions thereof or references thereto are correct in all material
   respects.

                       (xiii)    No authorization, consent, approval,
   order or decree of any court or governmental agency or body including
   the SEC is required for the consummation by the Company of the
   transactions contemplated by this Agreement or in connection with the
   sale of the Securities hereunder, except such as may be required under
   the 1933 Act, the 1933 Act Regulations, the 1939 Act, the 1939 Act
   Regulations or state securities laws.

                       (xiv)     Each document filed pursuant to the 1934
   Act and incorporated by reference in the Prospectus (other than the
   financial statements and related schedules and other financial
   information included or incorporated by reference therein) complied
   when filed or, if amended, when so amended, as to form in all material
   respects with the 1934 Act and the 1934 Act Regulations thereunder.

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                  (3)  OPINION OF COUNSEL TO THE UNDERWRITERS.  The
   opinion of Sidley Austin Brown & Wood LLP, counsel to the
   Underwriters, covering the matters referred to in subparagraph (2)
   under the subheadings (i) (solely with respect to the Company) and (v)
   to (xi).

                  (4)  RELIANCE BY COUNSEL.     In rendering their
   opinion, the General Counsel of the Company and Schiff Hardin & Waite
   may rely (A) as to matters involving the application of laws of any
   jurisdiction other than the States of Delaware and Illinois or the
   United States, to the extent deemed proper and specified in such
   opinion, upon the opinion of other counsel of good standing believed
   to be reliable and who are satisfactory to counsel for the
   Underwriters and (B) as to matters of fact, to the extent deemed
   proper, on certificates of responsible officers of the Company and
   public officials.

                  (5)  DISCLOSURE.  In giving their opinions required by
   subsections (a)(1), (a)(2) and (a)(3) of this Section, the General
   Counsel of the Company, Schiff Hardin & Waite and Sidley Austin Brown
   & Wood LLP, respectively, shall each additionally state that nothing
   has come to their attention that leads them to believe that the
   Registration Statement (other than the financial statements and
   related schedules and other financial information included or
   incorporated by reference therein), at the time it became effective
   (or, if an amendment to the Registration Statement or an Annual Report
   on Form 10-K has been filed by the Company with the SEC subsequent to
   the effectiveness of the Registration Statement, then at the time such
   amendment became effective or at the time of the most recent such
   filing, as the case may be) and at the date hereof and at the Closing
   Date, contained or contains an untrue statement of a material fact or
   omitted or omits to state a material fact required to be stated
   therein or necessary to make the statements therein not misleading or
   that the Prospectus (other than the financial statements and related
   schedules and other financial information included or incorporated by
   reference therein), at the date hereof and at the Closing Date
   (included or) includes an untrue statement of a material fact or
   (omitted or) omits to state a material fact necessary in order to make
   the statements therein, in the light of the circumstances under which
   they were made, not misleading.

             The Company hereby requests that counsel render the opinions
   provided for in Sections 5(a)(l) and 5(a)(2) of this Agreement, on its
   behalf.

             (b)  OFFICER'S CERTIFICATE.  On the date hereof and on the
   Closing Date there shall not have been since the respective dates as
   of which information is given in the Registration Statement and the
   Prospectus, any material adverse change in the condition, financial or

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   otherwise, or the earnings, business affairs or business prospects of
   the Company and its subsidiaries considered as one enterprise, whether
   or not arising in the ordinary course of business; and the
   Underwriters shall have received a certificate or certificates of the
   chief financial officer, the treasurer or any assistant treasurer of
   the Company, substantially in the form of Appendix I hereto and dated
   as of the Closing Date, to the effect that (i) there has been no such
   material adverse change, (ii) the representations and warranties of
   the Company contained in Section 1 hereof are true and correct with
   the same force and effect as though expressly made at and as of the
   Closing Date, (iii) the Company has performed or complied with all
   agreements and satisfied all conditions on its part to be performed,
   complied with or satisfied hereunder at or prior to the Closing Date,
   and (iv) no stop order suspending the effectiveness of the
   Registration Statement has been issued and no proceedings for that
   purpose have been initiated or threatened by the SEC.

             (c)  COMFORT LETTER.  The Representatives shall have
   received a letter from Arthur Andersen LLP, dated as of each
   Representation Date, and otherwise in form and substance satisfactory
   to the Representatives, to the effect that:

                  (i)  They are independent public accountants with
   respect to the Company and its subsidiaries within the meaning of the
   1933 Act and the 1933 Act Regulations.

                  (ii) In their opinion, the consolidated financial
   statements and supporting schedule(s) of the Company and its
   subsidiaries examined by them and included or incorporated by
   reference in the Registration Statement comply as to form in all
   material respects with the applicable accounting requirements of the
   1933 Act and the 1933 Act Regulations with respect to registration
   statements on Form S-3 and the 1934 Act and the 1934 Act Regulations.

                  (iii)     They have performed specified procedures, not
   constituting an audit, including a reading of the latest available
   interim financial statements of the Company and its indicated
   subsidiaries, a reading of the minute books of the Company and such
   subsidiaries since the end of the most recent fiscal year with respect
   to which an audit report has been issued, inquiries of and discussions
   with certain officials of the Company and such subsidiaries
   responsible for financial and accounting matters with respect to any
   unaudited consolidated financial statements included in the
   Registration Statement and Prospectus and the latest available interim
   unaudited financial statements of the Company and its subsidiaries,
   and such other inquiries and procedures as may be specified in such
   letter, and on the basis of such inquiries and procedures nothing came
   to their attention that caused them to believe that: (A) any material
   modifications should be made to the unaudited consolidated financial

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   statements of the Company and its subsidiaries included or
   incorporated by reference in the Registration Statement and Prospectus
   for them to be in conformity with generally accepted accounting
   principles in the United States, (B) any unaudited consolidated
   financial statements of the Company and its subsidiaries included or
   incorporated by reference in the Registration Statement and Prospectus
   do not comply as to form in all material respects with the applicable
   accounting requirements of the 1934 Act and the 1934 Act Regulations,
   (C) any other unaudited financial statement data included in the
   Registration Statement and Prospectus do not agree with the
   corresponding items in the unaudited financial statements from which
   such data were derived or any such unaudited financial statement data
   were not determined on a basis substantially consistent with the
   corresponding amounts in the audited financial statements included in
   the Registration Statement and Prospectus, (D) any unaudited pro forma
   financial statements included in the Prospectus do not comply as to
   form in all material respects with the applicable accounting
   requirements of Rule 11-02 of Regulation S-X or the pro forma
   adjustments have not been properly applied to the historical amounts
   in the compilation of those statements, or (E) at a specified date not
   more than five days prior to the date of such letter, there was any
   change in the consolidated capital stock or any increase in
   consolidated long-term debt of the Company and its subsidiaries (other
   than changes resulting from the exercise of stock options granted
   under the Company's existing stock option plans or drawings under the
   Company's existing revolving credit agreements with JP Morgan Chase
   Bank and certain other banks referred to therein) or any decrease in
   the consolidated net assets of the Company and its subsidiaries, in
   each case as compared with the amounts shown on the most recent
   consolidated balance sheet of the Company and its subsidiaries
   included or incorporated by reference in the Registration Statement
   and Prospectus or, during the period from the date of such balance
   sheet to a specified date not more than five days prior to the date of
   such letter, there were any decreases, as compared with the
   corresponding period in the preceding year, in consolidated revenues
   or net income of the Company and its subsidiaries, except in each such
   case as set forth in or contemplated by the Registration Statement and
   Prospectus or except for such exceptions enumerated in such letter as
   shall have been agreed to by the Underwriters and the Company.

                  (iv) In addition to the examination referred to in
   their report included or incorporated by reference in the Registration
   Statement and the Prospectus, and the limited procedures referred to
   in clause (iii) above, they have carried out certain other specified
   procedures, not constituting an audit, with respect to certain
   amounts, percentages and financial information which are included or
   incorporated by reference in the Registration Statement and Prospectus
   and which are specified by the Underwriters, and have found such
   amounts, percentages and financial information to be in agreement with

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   the relevant accounting, financial and other records of the Company
   and its subsidiaries identified in such letter.

             (d)  RATINGS.  With respect to the purchase of the
   Securities by the Underwriters, none of Moody's, S&P or Fitch shall
   have lowered its rating as to the Securities since the date on which
   the Company agreed to issue and sell the Securities nor, since such
   date, shall any of such rating agencies have publicly announced that
   it has under surveillance or review with possible negative
   implications its rating of the Securities.

             (e)  ADDITIONAL INFORMATION.  Prior to the Closing Date the
   Company shall have furnished to the Representatives such further
   information, certificates and documents as the Representatives may
   reasonably request.

             (f)  RANKING.  The Securities are not junior or subordinated
   to any other indebtedness of the Company.

             (g)  OTHER DOCUMENTS.  On the date hereof and on the Closing
   Date, counsel to the Underwriters shall have been furnished with such
   documents and opinions as such counsel may reasonably require for the
   purpose of enabling such counsel to pass upon the issuance and sale of
   the Securities as herein contemplated and related proceedings, or in
   order to evidence the accuracy and completeness of any of the
   representations and warranties, or the fulfillment of any of the
   conditions, herein contained; and all proceedings taken by the Company
   in connection with the issuance and sale of the Securities as herein
   contemplated shall be reasonably satisfactory in form and substance to
   the Underwriters and to counsel to the Underwriters.

             If any condition specified in this Section 5 shall not have
   been fulfilled when and as required to be fulfilled, this Agreement
   may be terminated by the Representatives by notice to the Company (in
   writing, or orally if promptly confirmed in writing) at any time and
   any such termination shall be without liability of any party to any
   other party, except that the covenant regarding the provision of an
   earnings statement set forth in Section 4(f) hereof, the provisions
   concerning payment of expenses set forth in Section 8 hereof, the
   indemnity and contribution agreements set forth in Section 7 hereof,
   the provisions concerning the representations, warranties and
   agreements to survive delivery set forth in Section 10 hereof and the
   provisions concerning governing law and forum set forth in Section 14
   hereof shall remain in effect.

             The documents required to be delivered by this Section 5
   shall be delivered at the office of Sidley, Austin Brown & Wood LLP
   counsel for the Underwriters, at 875 Third Avenue, New York, New York,
   on the applicable Representation Date.

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        6.   Reimbursement of Underwriters' Expenses.

             If the sale of the Securities provided for herein is not
   consummated because any condition to the obligations of the
   Underwriters set forth in Section 5 hereof is not satisfied, because
   of any termination pursuant to Section 11 hereof or because of any
   refusal, inability or failure on the part of the Company to perform
   any agreement herein or comply with any provision hereof other than by
   reason of a default by any of the Underwriters, the Company will
   reimburse the Underwriters severally upon demand for all out-of-pocket
   expenses (including reasonable fees and disbursements of counsel) that
   shall have been incurred by them in connection with the proposed
   purchase and sale of the Securities.

        7.   Indemnification and Contribution.

             (a)   The Company agrees to indemnify and hold harmless each
   Underwriter, the directors, officers, employees and agents of each
   Underwriter and each person who controls any Underwriter within the
   meaning of either the 1933 Act or the 1934 Act against any and all
   losses, claims, damages or liabilities, joint or several, to which
   they or any of them may become subject under the 1933 Act, the 1934
   Act or other Federal or state statutory law or regulation, at common
   law or otherwise, insofar as such losses, claims, damages or
   liabilities (or actions in respect thereof) arise out of or are based
   upon any untrue statement or alleged untrue statement of a material
   fact contained in the registration statement for the registration of
   the Securities as originally filed or in any amendment thereof, or in
   the Prospectus, or in any amendment thereof or supplement thereto, or
   arise out of or are based upon the omission or alleged omission to
   state therein a material fact required to be stated therein or
   necessary to make the statements therein not misleading, and agrees to
   reimburse each such indemnified party, as incurred, for any and all
   legal or other expenses whatsoever, as incurred (including fees and
   disbursements of counsel chosen by the Underwriters) reasonably
   incurred by them in connection with investigating or defending any
   such loss, claim, damage, liability or action; provided, however, that
   the Company will not be liable in any such case to the extent that any
   such loss, claim, damage or liability arises out of or is based upon
   any such untrue statement or alleged untrue statement or omission or
   alleged omission made therein in reliance upon and in conformity with
   written information furnished to the Company by or on behalf of any
   Underwriter through the Representatives specifically for inclusion
   therein. This indemnity agreement will be in addition to any liability
   which the Company may otherwise have.

             (b)  Each Underwriter severally agrees to indemnify and hold
   harmless the Company, the directors, officers, employees and agents of
   the Company, and each person who controls the Company within the

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   meaning of either the 1933 Act or the 1934 Act, to the same extent as
   the foregoing indemnity from the Company to each Underwriter, but only
   with reference to written information relating to such Underwriter
   furnished to the Company by or on behalf of such Underwriter through
   the Representatives specifically for inclusion in the documents
   referred to in the foregoing indemnity. This indemnity agreement will
   be in addition to any liability which any Underwriter may otherwise
   have. The Company acknowledges that the statements described in
   Schedule I which appear in the Prospectus constitute the only
   information furnished in writing by or on behalf of the several
   Underwriters for inclusion in the documents referred to in the
   foregoing indemnity, and you, as the Representatives, confirm that
   such statements are correct.

             (c)  Promptly after receipt by an indemnified party under
   this Section 7 of notice of the commencement of any action, such
   indemnified party will, if a claim in respect thereof is to be made
   against the indemnifying party under this Section 7, notify the
   indemnifying party in writing of the commencement thereof; but the
   failure so to notify the indemnifying party (i) will not relieve it
   from liability under paragraph (a) or (b) above unless and to the
   extent it did not otherwise learn of such action and such failure
   results in the forfeiture by the indemnifying party of substantial
   rights and defenses and (ii) will not, in any event, relieve the
   indemnifying party from any obligations to any indemnified party other
   than the indemnification obligation provided in paragraph (a) or (b)
   above. The indemnifying party shall be entitled to appoint counsel of
   the indemnifying party's choice at the indemnifying party's expense to
   represent the indemnified party in any action for which
   indemnification is sought (in which case the indemnifying party shall
   not thereafter be responsible for the fees and expenses of any
   separate counsel retained by the indemnified party or parties except
   as set forth below); provided, however, that such counsel shall be
   reasonably satisfactory to the indemnified party. Notwithstanding the
   indemnifying party's election to appoint counsel to represent the
   indemnified party in an action, the indemnified party shall have the
   right to employ separate counsel (including local counsel), and the
   indemnifying party shall bear the reasonable fees, costs and expenses
   of such separate counsel if (i) the use of counsel chosen by the
   indemnifying party to represent the indemnified party would present
   such counsel with a conflict of interest, (ii) the actual or potential
   defendants in, or targets of, any such action include both the
   indemnified party and the indemnifying party and the indemnified party
   shall have reasonably concluded that there may be legal defenses
   available to it and/or other indemnified parties which are different
   from or additional to those available to the indemnifying party, (iii)
   the indemnifying party shall not have employed counsel reasonably
   satisfactory to the indemnified party to represent the indemnified
   party within a reasonable time after notice of the institution of such

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   action or (iv) the indemnifying party shall authorize the indemnified
   party to employ separate counsel at the expense of the indemnifying
   party; provided, however, that in no event shall the indemnifying
   party be liable for the expenses of more than one separate counsel
   (plus any local counsel) representing the indemnified parties who are
   parties to such action. An indemnifying party will not, without the
   prior written consent of the indemnified parties, settle or compromise
   or consent to the entry of any judgment with respect to any pending or
   threatened claim, action, suit or proceeding in respect of which
   indemnification or contribution may be sought hereunder (whether or
   not the indemnified parties are actual or potential parties to such
   claim or action) unless such settlement, compromise or consent
   includes an unconditional release of each indemnified party from all
   liability arising out of such claim, action, suit or proceeding.

             (d)  In the event that the indemnity provided in paragraph
   (a) or (b) of this Section 7 is unavailable to or insufficient to hold
   harmless an indemnified party for any reason, the Company and the
   Underwriters agree to contribute to the aggregate losses, claims,
   damages and liabilities (including legal or other expenses reasonably
   incurred in connection with investigating or defending same)
   (collectively "Losses") to which the Company and one or more of the
   Underwriters may be subject in such proportion as is appropriate to
   reflect the relative benefits received by the Company and by the
   Underwriters from the offering of the Securities; provided, however,
   that in no case shall any Underwriter (except as may be provided in
   any agreement among the Underwriters relating to the offering of the
   Securities) be responsible for any amount in excess of the
   underwriting discount or commission applicable to the Securities
   purchased by such Underwriter hereunder. If the allocation provided by
   the immediately preceding sentence is unavailable for any reason, the
   Company and the Underwriters shall contribute in such proportion as is
   appropriate to reflect not only such relative benefits but also the
   relative fault of the Company and of the Underwriters in connection
   with the statements or omissions which resulted in such Losses as well
   as any other relevant equitable considerations. Benefits received by
   the Company shall be deemed to be equal to the total net proceeds from
   the offering (before deducting expenses), and benefits received by the
   Underwriters shall be deemed to be equal to the total underwriting
   discounts and commissions, in each case as set forth on the cover page
   of the Prospectus. Relative fault shall be determined by reference to,
   among other things, whether any alleged untrue statement or omission
   relates to information provided by the Company or the Underwriters and
   the parties' relative intent, knowledge, access to information and
   opportunity to correct or prevent such alleged untrue statement or
   omission. The Company and the Underwriters agree that it would not be
   just and equitable if contribution were determined by pro rata
   allocation or any other method of allocation which does not take
   account of the equitable considerations referred to above.

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   Notwithstanding the provisions of this paragraph (d), no person guilty
   of fraudulent misrepresentation (within the meaning of Section 11 (f)
   of the 1933 Act) shall be entitled to contribution from any person who
   was not guilty of such fraudulent misrepresentation. For purposes of
   this Section 7, each person who controls an Underwriter within the
   meaning of either the 1933 Act or the 1934 Act and each director,
   officer, employee and agent of an Underwriter shall have the same
   rights to contribution as such Underwriter, and each person who
   controls the Company within the meaning of either the 1933 Act or the
   1934 Act, and each director, officer, employee or agent of the Company
   shall have the same rights to contribution as the Company, subject in
   each case to the applicable terms and conditions of this paragraph
   (d).

        8.   Payment of Expenses.

             The Company will pay all expenses incident to the
   performance of its obligations under this Agreement, including:

             (a)  The preparation and filing of the Registration
   Statement and all amendments thereto and the Prospectus and any
   amendments or supplements thereto;

             (b)  The preparation, filing and reproduction of this
   Agreement;

             (c)  The preparation, printing or other reproduction,
   issuance and delivery of the Securities, including any fees and
   expenses relating to the use of book-entry Securities;

             (d)  The fees and disbursements of the Company's accountants
   and counsel, of the Trustee and its counsel, and of any calculation
   agent;

             (e)  The qualification of the Securities under state
   securities laws in accordance with the provisions of Section 4(g)
   hereof, including filing fees and the reasonable fees and
   disbursements of counsel for the Underwriters in connection therewith
   and in connection with the preparation of any Blue Sky Survey and any
   Legal Investment Survey;

             (f)  The printing and delivery to the Underwriters in
   quantities as hereinabove stated of copies of the Registration
   Statement and any amendments thereto, and of the Prospectus and any
   amendments or supplements thereto;

             (g)  The preparation, printing or other reproduction and
   delivery to the Underwriters of copies of the Indenture and all
   supplements and amendments thereto;

                                     22



                                                           EXECUTION COPY


             (h)  Any fees charged by rating agencies for the rating of
   the 2007 Notes and the 2012 Notes;

             (i)  The fees and expenses, if any, incurred with respect to
   any filing with the National Association of Securities Dealers, Inc.
   or listing on a securities exchange;

             (j)  Any advertising and other out-of-pocket expenses of the
   Underwriters incurred with the approval of the Company;

             (k)  The cost of providing any CUSIP or other identification
   numbers for the Securities; and

             (l)  The fees and expenses of DTC (as defined in the
   Indenture) and any nominees thereof in connection with the Securities.


        9.   Default by an Underwriter.

              If any one or more Underwriters shall fail to purchase and
   pay for any of the Securities agreed to be purchased by such
   Underwriter or Underwriters hereunder and such failure to purchase
   shall constitute a default in the performance of its or their
   obligations under this Agreement, the remaining Underwriters shall be
   obligated severally to take up and pay for (in the respective
   proportions which the amount of Securities set forth opposite their
   names in Schedule II hereto bears to the aggregate amount of
   Securities set forth opposite the names of all the remaining
   Underwriters) the Securities which the defaulting Underwriter or
   Underwriters agreed but failed to purchase; provided, however, that in
   the event that the aggregate amount of Securities which the defaulting
   Underwriter or Underwriters agreed but failed to purchase shall exceed
   10% of the aggregate amount of Securities set forth in Schedule II
   hereto, the remaining Underwriters shall have the right to purchase
   all, but shall not be under any obligation to purchase any, of the
   Securities, and if such nondefaulting Underwriters do not purchase all
   of the Securities, this Agreement will terminate without liability to
   any nondefaulting Underwriter or the Company. In the event of a
   default by any Underwriter as set forth in this Section 9, the Closing
   Date shall be postponed for such period, not exceeding seven days, as
   the Representatives shall determine in order that the required changes
   in the Registration Statement and the Prospectus or in any other
   documents or arrangements may be effected. Nothing contained in this
   Agreement shall relieve any defaulting Underwriter of its liability,
   if any, to the Company and any nondefaulting Underwriter for damages
   occasioned by its default hereunder.




                                     23



                                                           EXECUTION COPY


        10.  Representations, Warranties and Agreements to Survive
   Delivery.

             The covenant regarding the provision of an earnings
   statement set forth in Section 4(f) hereof, the provisions concerning
   payment of expenses set forth in Section 8 hereof, the provisions
   concerning governing law and forum set forth in Section 14 hereof and
   all representations, warranties, agreements, indemnities and other
   statements of the Company or its officers set forth in this Agreement
   or in certificates of officers of the Company submitted pursuant
   hereto or thereto shall remain operative and in full force and effect,
   regardless of any investigation made by or on behalf of an Underwriter
   or any controlling person of such Underwriter, or by or on behalf of
   the Company, and shall survive delivery of and payment for the
   Securities.  The provisions of Section 7 shall survive the termination
   or cancellation of this Agreement.

        11.  Termination of this Agreement.

             This Agreement shall be subject to termination in the
   absolute discretion of the Representatives, by notice given to the
   Company prior to the Closing Date (i) if there shall have been, since
   the date of this Agreement or since the respective dates as of which
   information is given in the Registration Statement and the Prospectus,
   any material adverse change in the condition, financial or otherwise,
   or in the earnings, business affairs or business prospects of the
   Company and its subsidiaries considered as one enterprise, whether or
   not arising in the ordinary course of business, or (ii) if, since the
   date of this Agreement, there shall have occurred any material adverse
   change in the financial markets in the United States or any outbreak
   or escalation of hostilities or other national or international
   calamity or crisis the effect of which is such as to make it, in the
   judgment of the Representatives, impracticable to proceed with the
   offering and delivery of the Securities, or (iii) if, since the date
   of this Agreement, trading in any securities of the Company shall have
   been suspended by the SEC or a national securities exchange, or if
   trading generally on either the American Stock Exchange or the New
   York Stock Exchange shall have been suspended, or minimum or maximum
   prices for trading shall have been fixed, or maximum ranges for prices
   for securities shall have been required, by either of said Exchanges
   or by order of the SEC or any other governmental authority, or if a
   banking moratorium shall have been declared by either Federal or New
   York authorities or if a banking moratorium shall have been declared
   by the relevant authorities in the country or countries of origin of
   any foreign currency or currencies in which the Securities are
   denominated or payable, or if a material disruption in commercial
   banking or securities settlement or clearance service in such country
   shall have occurred, or (iv) if the rating assigned by any nationally
   recognized securities rating agency to any debt securities of the

                                     24



                                                           EXECUTION COPY


   Company as of the date of such agreement shall have been lowered since
   that date or if any such rating agency shall have publicly announced
   since such date that it has under surveillance or review, with
   possible negative implications, its rating of any debt securities of
   the Company, or (v) if there shall have come to the Representatives'
   attention any facts that would cause the Representatives to reasonably
   believe that the Prospectus, at the time it was required to be
   delivered to the Underwriters, included an untrue statement of a
   material fact or omitted to state a material fact necessary in order
   to make the statements therein, in the light of the circumstances
   existing at the time of such delivery, not misleading.

        12.  Notices.

             Unless otherwise provided herein, all notices required under
   the terms and provisions hereof shall be in writing, either delivered
   by hand, by mail or by telex, telecopier or telegram, and any such
   notice shall be effective when received at the address specified
   below.


        If to the Company:

             Newell Rubbermaid Inc.
             29 East Stephenson Street
             Freeport, Illinois 61032
             Attention:  Clarence R. Davenport
             Telecopier:  815-233-8060

        If to Banc of America:

             Banc of America Securities LLC
             Banc of America Corporate Center
             100 North Tryon Street
             Charlotte, NC  28255
             Attention:  Douglas Fink
             Telecopier:  704-388-9939

        If to Banc One:

             Banc One Capital Markets, Inc.
             Investment Grade Securities
             1 Bank One Plaza/Suite IL1-0595
             Chicago, Illinois  60670
             Attention:  Katherine Cokic
             Telecopier:  312-732-4773




                                     25



                                                           EXECUTION COPY


             or at such other address as such party may designate from
   time to time by notice duly given in accordance with the terms of this
   Section 12.

        13.   Parties.

             This Agreement shall inure to the benefit of and be binding
   upon each Underwriter and the Company and their respective successors.
   Nothing expressed or mentioned in this Agreement is intended or shall
   be construed to give any person, firm or corporation, other than the
   parties hereto and their respective successors and the controlling
   persons and officers and directors referred to in Section 7 and their
   heirs and legal representatives, any legal or equitable right, remedy,
   claim or obligation under or in respect of this Agreement or any
   provision herein contained.  This Agreement and all conditions and
   provisions hereof are intended to be for the sole and exclusive
   benefit of and binding upon the parties hereto and their respective
   successors and said controlling persons and officers and directors and
   their heirs and legal representatives, and for the benefit of no other
   person, firm or corporation.  No purchaser of Securities shall be
   deemed to be a successor by reason merely of such purchase.

        14.  Applicable Law.

             This Agreement will be governed by and construed in
   accordance with the laws of the State of New York.  Any suit, action
   or proceeding brought by the Company against an Underwriter in
   connection with or arising under this Agreement shall be brought
   solely in the state or federal court of appropriate jurisdiction
   located in The City of New York.




















                                     26



                                                           EXECUTION COPY



             If the foregoing is in accordance with the Underwriters'
   understanding of our agreement, please sign and return to the Company
   a counterpart hereof, whereupon this instrument along with all
   counterparts will become a binding agreement between the Underwriters
   and the Company in accordance with its terms.

                                           Very truly yours,



                                           NEWELL RUBBERMAID INC.

                                           By: /s/ C.R. Davenport
                                               -------------------------
                                           Name: C.R. Davenport
                                           Title:  Vice President -
                                           Treasurer

   The foregoing Agreement is
   hereby confirmed and accepted
   as of the date specified in
   Schedule I hereto.


   BANC OF AMERICA SECURITIES LLC



   By: /s/ Lily Chang
      ---------------------------
   Name:  Lily Chang
   Title:  Principal



   BANC ONE CAPITAL MARKETS, INC.


   By:  /s/ Katherine Cokic
       --------------------------
   Name:  Katherine Cokic
   Title:  Associate Director


   For themselves and the other
   several Underwriters, if any,
   named in Schedule II to the foregoing Agreement.



                                                           EXECUTION COPY



                                 SCHEDULE I


   Underwriting Agreement dated March 11, 2002

   Registration Statement No. 333-82829

   Representatives:    Banc of America Securities LLC
                       Banc of America Corporate Center
                       100 North Tryon Street
                       Charlotte, North Carolina 28255

                       Banc One Capital Markets, Inc.
                       Investment Grade Securities
                       1 Bank One Plaza/Suite IL1-0595
                       Chicago, Illinois 60670

   Title, Purchase Price and Description of Securities:

    Title: 6.00% Notes due 2007        Title: 6.75% Notes due 2012

    Principal amount:  $250,000,000    Principal amount: $250,000,000

    Indenture:  Indenture dated as of  Indenture:  Indenture dated as of
    November 1, 1995 (as amended),     November 1, 1995 (as amended),
    between the Company and JP Morgan  between the Company and JP Morgan
    Chase Bank (formerly The Chase     Chase Bank (formerly The Chase
    Manhattan Bank (National           Manhattan Bank (National
    Association)), as Trustee.         Association)), as Trustee.

    Purchase price: 99.344% of         Purchase price: 99.220% of
    principal amount, plus accrued     principal amount, plus accrued
    interest, if any, from March 14,   interest, if any, from March 14,
    2002 to the date of delivery.      2002 to the date of delivery.

    Price to Public:  99.944% of       Price to Public:  99.870% of
    principal amount, plus             principal amount, plus accrued
    accrued interest, if any, from     interest, if any, from March 14,
    March 14, 2002 to the date of      2002 to the date of delivery.
    delivery.

    Sinking fund provisions: None      Sinking fund provisions: None



                                                           EXECUTION COPY



    Redemption provisions:  In whole   Redemption provisions:  In whole
    or in part at any time and from    or in part at any time and from
    time to time at the option of the  time to time at the option of the
    Company at a redemption price      Company at a redemption price
    equal to the greater of (i) 100%   equal to the greater of (i) 100%
    of the principal amount of the     of the principal amount of the
    notes being redeemed on the        notes being redeemed on the
    redemption date and (ii) the       redemption date and (ii) the
    Make-Whole Amount (as defined in   Make-Whole Amount (as defined in
    the Prospectus).                   the Prospectus).

    Other provisions:  None            Other provisions:  None

    Closing Date, Time and Location:   Closing Date, Time and Location:

         10:00 a.m., New York time          10:00 a.m., New York time
         March 14, 2002 at the              March 14, 2002 at the
         offices of Sidley Austin           offices of Sidley Austin
         Brown & Wood LLP in New York       Brown & Wood LLP in New York
         City                               City


   Modification of items to be covered by the letter from Arthur Andersen
   LLP delivered pursuant to Section 5(c) at the date hereof: None

   Information provided by or on behalf of the several Underwriters for
   purposes of Section 7(b):

        1.   The first and second complete sentences in the first
   (partial) paragraph on page S-14 of the Prospectus beginning, "The
   underwriters have advised us . . ."

        2.   The third sentence in the first paragraph under the table on
   page S-14 of the Prospectus beginning, "The underwriters have advised
   us that . . ."

        3.   The information in the second paragraph under the table on
   page S-14 of the Prospectus beginning, "In connection with the
   offering . . ."

        4.   The information in the third paragraph under the table on
   page S-14 of the Prospectus beginning, "The underwriters may also
   impose a penalty bid."






                                     29



                                                           EXECUTION COPY



                                 SCHEDULE II

                                         Principal Amount   Principal Amount
                                         of 2007 Notes to   of 2012 Notes to
             Underwriters                  be Purchased       be Purchased
             ------------                ----------------   ----------------
    Banc of America Securities LLC         $87,500,000         $87,500,000
    Banc One Capital Markets, Inc.          87,500,000          87,500,000
    Barclays Bank PLC                       16,250,000          16,250,000
    BNP Paribas Securities Corp.            16,250,000          16,250,000
    CommerzBank Capital Markets Corp.       16,250,000          16,250,000
    RBC Dominion Securities Corporation     16,250,000          16,250,000
    Morgan Stanley & Co. Incorporated        5,000,000           5,000,000
    Raymond James & Associates, Inc.         5,000,000           5,000,000
                                           -----------         -----------

                 Total                    $250,000,000        $250,000,000
                                          ============        ============


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




   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
   OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
   "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR
   ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
   CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
   OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITARY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
   OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
   OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
   HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
   CERTIFICATES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT
   BE TRANSFERRED EXCEPT AS A WHOLE (A) BY THE DEPOSITARY TO A NOMINEE
   THEREOF OR (B) BY A NOMINEE THEREOF TO THE DEPOSITARY OR ANOTHER
   NOMINEE OF THE DEPOSITARY OR (C) BY THE DEPOSITARY OR ANY SUCH NOMINEE
   TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

                     SEE REVERSE FOR CERTAIN DEFINITIONS

    NUMBER 1                                               $ 250,000,000

    REGISTERED                                           CUSIP 651229AA4
                           NEWELL RUBBERMAID INC.
                            6.00% Notes due 2007

   Newell Rubbermaid Inc., a corporation duly organized and existing
   under the laws of the State of Delaware (herein referred to as the
   "Company"), for value received, hereby promises to pay to Cede & Co.
   or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION
   DOLLARS ($250,000,000) on March 15, 2007 and to pay interest, semi-
   annually in arrears on March 15 and September 15 of each year (each,
   an "Interest Payment Date"), commencing September 15, 2002, on said
   principal sum at the rate of 6.00% per annum, from the most recent
   Interest Payment Date to which interest has been paid or, if no
   interest has been paid, from March 14, 2002, until payment of said
   principal sum has been made.  The interest so payable on any Interest
   Payment Date will, subject to certain exceptions provided in the
   Indenture referred to on the reverse hereof, be paid to the Person in
   whose name this Security is registered at the close of business on the
   March 1 or September 1, as the case may be (each, a "Record Date"),
   next preceding such Interest Payment Date. The amount of interest
   payable will be computed on the basis of a 360-day year of twelve 30-
   day months. The principal of and interest on this Security are payable
   in such coin or currency of the United States of America as at the
   time of payment is legal tender for payment of public and private
   debts at the office or agency of the Company in the Place of Payment,
   and at such other locations as the Company may from time to time
   designate. Any interest not punctually paid or duly provided for shall
   be payable as provided in said Indenture.



   Reference is made to the further provisions of this Security set forth
   on the reverse hereof. Such further provisions shall for all purposes
   have the same effect as though fully set forth at this place.

   Unless the certificate of authentication hereon has been executed by
   the Trustee by the manual signature of one of its authorized officers,
   this Security shall not be entitled to any benefit under the
   Indenture, or be valid or obligatory for any purpose.

                          [THIS SPACE INTENTIONALLY
                                 LEFT BLANK]










































                                      2



             IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT
   TO BE DULY EXECUTED UNDER ITS CORPORATE SEAL.

   Dated: March 14, 2002                   NEWELL RUBBERMAID INC.


                                           By ___________________________
                                              Name:
                                              Title:

   [Corporate Seal]

   Attest _________________________
          Name:
          Title:


   TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

   JPMorgan Chase Bank, as Trustee,
   certifies that this is one of the
   Securities of the series referred
   to in the within-mentioned Indenture.


   By________________________________
        Authorized Officer

   Dated:__________________























                                      3



                           NEWELL RUBBERMAID INC.
                       6.00% NOTES DUE MARCH 15, 2007

             This Security is one of a duly authorized issue of
   Securities of the Company designated as its 6.00% Notes due March 15,
   2007 (Securities of such series being hereinafter called the
   "Securities"), limited in initial aggregate principal amount to
   $250,000,000, issued under the senior indenture dated as of November
   1, 1995, (hereinafter called the "Indenture"), between the Company (as
   successor to Newell Co.) and JPMorgan Chase Bank (as successor to The
   Chase Manhattan Bank (National Association)), as trustee (the
   "Trustee", which term includes any successor trustee under the
   Indenture with respect to the Securities of this series), to which
   Indenture reference is hereby made for a statement of the respective
   rights thereunder of the Company, the Trustee and any Holder of the
   Securities, and the terms upon which the Securities are, and are to
   be, authenticated and delivered.

             Except as otherwise provided in the Indenture, this Security
   will be issued in global form only registered in the name of the
   Depositary or its nominee. This Security will not be issued in
   definitive form, except as otherwise provided in the Indenture, and
   ownership of this Security shall be maintained in book-entry form by
   the Depositary for the accounts of participating organizations of the
   Depositary.

             No reference herein to the Indenture and no provision of
   this Security or of the Indenture shall alter or impair the obligation
   of the Company, which is absolute and unconditional, to pay the
   principal of and interest on this Security at the times, place and
   rate, and in the coin and currency, herein prescribed.

             Securities will be redeemable in whole or in part, at the
   option of the Company at any time and from time to time prior to
   maturity (any such date of redemption, the "Redemption Date"), on not
   less than 30 or more than 60 days' notice mailed to Holders thereof,
   at a redemption price (the "Redemption Price") equal to the greater of
   (i) 100% of the principal amount of the Securities being redeemed on
   the Redemption Date and (ii) the sum of the present values of the
   remaining scheduled payments of principal and interest on the
   Securities being redeemed on that Redemption Date (not including any
   portion of any payments of interest accrued to the Redemption Date),
   discounted to the Redemption Date on a semi-annual basis at the
   Treasury Rate (as defined below), plus 25 basis points as determined
   by the Reference Treasury Dealer (as defined below), plus, in each
   case, accrued and unpaid interest on the Securities being redeemed to
   the Redemption Date. Notwithstanding the foregoing, installments of
   interest on Securities that are due and payable on Interest Payment
   Dates falling on or prior to a Redemption Date will be payable on the
   Interest Payment Date to the registered Holders as of the close of
   business on the relevant Record Date. The Redemption Price will be
   calculated on the basis of a 360-day year consisting of twelve 30-day

                                      4



   months.  Once notice of redemption is mailed, the Securities called
   for redemption will become due and payable on the Redemption Date and
   at the Redemption Price, plus accrued and unpaid interest to the
   Redemption Date. The Securities will be redeemed in increments of
   $1,000.

             "Treasury Rate" means, with respect to any Redemption Date,
   the rate per year equal to the semi-annual equivalent yield to
   maturity of the Comparable Treasury Issue, assuming a price for the
   Comparable Treasury Issue (expressed as a percentage of its principal
   amount) equal to the Comparable Treasury Price for such Redemption
   Date.

             "Comparable Treasury Issue" means the United States Treasury
   security selected by the Reference Treasury Dealer as having a
   maturity comparable to the remaining term of the Securities to be
   redeemed that would be utilized, at the time of selection and in
   accordance with customary financial practice, in pricing new issues of
   corporate debt securities of comparable maturity to the remaining term
   of the Securities.

             "Comparable Treasury Price" means, with respect to any date
   of redemption, (i) the average of the Reference Treasury Dealer
   Quotations for the date of redemption, after excluding the highest and
   lowest Reference Treasury Dealer Quotations, or (ii) if the Trustee
   obtains fewer than three Reference Treasury Dealer Quotations, the
   average of all such Reference Treasury Dealer Quotations, or (iii) if
   only one Reference Treasury Dealer Quotation is received, such
   Quotation.

             "Reference Treasury Dealer" means (i) Banc of America LLC or
   Banc One Capital Market Inc. (or their respective affiliates which are
   Primary Treasury Dealers) and their respective successors, PROVIDED,
   HOWEVER, that if any of the foregoing shall cease to be a primary U.S.
   Government securities dealer in New York City (a "Primary Treasury
   Dealer"), the Company shall substitute therefore another Primary
   Treasury Dealer, and (ii) any other Primary Treasury Dealer(s)
   selected by the Trustee after consultation with the Company.

             "Reference Treasury Dealer Quotations" means, with respect
   to each Reference Treasury Dealer and any date of redemption, the
   average, as determined by the Trustee, of the bid and asked prices for
   the Comparable Treasury Issue (expressed in each case as a percentage
   of its principal amount) quoted in writing to the Trustee by that
   Reference Treasury Dealer at 5:00 p.m., (New York City time), on the
   third business day preceding the date of redemption.

             On and after the Redemption Date, interest will cease to
   accrue on the Securities, or any portion of the Securities, called for
   redemption (unless the Company defaults in the payment of the
   Redemption Price and accrued interest). On or before the Redemption
   Date, the Company will deposit with a Paying Agent (or the Trustee)

                                      5


   money sufficient to pay the Redemption Price of and accrued interest
   on the Securities to be redeemed on such date.  If less than all the
   Securities are to be redeemed, the Securities to be redeemed shall be
   selected by lot by the Depositary, in the case of Securities
   represented by a global note, or by the Trustee by such method as the
   Trustee shall deem fair and appropriate in the case of Securities that
   are not represented by a global note.

             As provided in the Indenture and subject to certain
   limitations therein set forth, this Security may be registered for
   transfer on the Security Register of the Company, upon surrender of
   this Security for registration of transfer at the office or agency of
   the Company in the Place of Payment, and at such other locations as
   the Company may from time to time designate, duly endorsed by, or
   accompanied by a written instrument of transfer in form satisfactory
   to the Company and the Security Registrar duly executed by, the Holder
   hereof or the Holder's attorney duly authorized in writing, and
   thereupon one or more new Securities, of authorized denominations and
   for the same aggregate principal amount, will be issued to the
   designated transferee or transferees.

             The Securities are issuable only as Registered Securities
   without coupons in the denominations of $1,000 and any integral
   multiple thereof. As provided in the Indenture, and subject to certain
   limitations therein set forth, Securities are exchangeable for a like
   aggregate principal amount of Securities of different authorized
   denominations, as requested by the Holder surrendering the same.

             No service charge will be made for any such registration of
   transfer or exchange, but the Company may require payment of a sum
   sufficient to cover any tax or other governmental charge payable in
   connection therewith.

             Prior to due presentment for registration of transfer of
   this Security, the Company, the Trustee, the Security Registrar, the
   Paying Agent and any agent of any one thereof may treat the Person in
   whose name this Security is registered as the owner hereof for all
   purposes, whether or not this Security be overdue, and neither the
   Company, the Trustee, the Security Registrar, the Paying Agent nor any
   such agent shall be affected by notice to the contrary.

             The Company may from time to time, without notice to or the
   consent of the registered Holders of the Securities, create and issue
   further Securities ranking equally and ratably with the Securities in
   all respects (or in all respects except for the payment of interest
   accruing prior to the issue date of such further Securities or except
   for the first payment of interest following the issue date of such
   further Securities), so that such further Securities shall be
   consolidated and form a single series with the Securities and shall
   have the same terms as to status, redemption or otherwise as the
   Securities.


                                      6



             If an Event of Default, as defined in the Indenture, with
   respect to the Securities shall occur, the principal of all the
   Securities may be declared due and payable in the manner and with the
   effect provided in the Indenture.

             The Indenture permits, with certain exceptions as therein
   provided, the amendment thereof and the modification of the rights and
   obligations of the Company with respect to the Securities and the
   rights of the Holders of the Securities under the Indenture at any
   time by the Company with the consent of the Holders of not less than a
   majority in aggregate principal amount of the Securities at the time
   Outstanding. The Indenture also contains provisions permitting the
   Holders of not less than a majority in principal amount of the
   Securities at the time Outstanding, on behalf of the Holders of all
   the Securities, to waive compliance by the Company with certain
   provisions of the Indenture and certain past defaults under the
   Indenture and their consequences. Any such consent or waiver by the
   Holder of this Security shall be conclusive and binding upon such
   Holder and upon all future Holders of this Security and of any
   Security issued upon the registration of transfer hereof or in
   exchange herefor or in lieu hereof whether or not a notation of such
   consent or waiver is made upon this Security.

             No recourse shall be had for the payment of the principal of
   or the interest on this Security, or for any claim based hereon, or
   otherwise in respect hereof, or based on or in respect of the
   Indenture or any indenture supplemental thereto, against any
   incorporator, stockholder, officer or director, as such, past, present
   or future, of the Company or any successor corporation, whether by
   virtue of any constitution, statute or rule of law, or by the
   enforcement of any assessment or penalty or otherwise, all such
   liability being, by the acceptance hereof and as part of the
   consideration for the issue hereof, expressly waived and released.

             The Company at its option, subject to the terms and
   conditions contained in the Indenture, (a) will be discharged from any
   and all obligations in respect of the Securities (except for certain
   obligations to register the transfer and exchange of such Securities,
   to replace mutilated, destroyed, lost or stolen Securities, to
   compensate, reimburse and indemnify the Trustee, to maintain an office
   or agency with respect to the Securities and to hold moneys for
   payment in trust) or (b) may omit to comply with certain restrictive
   covenants contained in the Indenture, in each case upon irrevocable
   deposit with the Trustee in trust of money or U.S. government
   securities (as described in the Indenture) or a combination thereof,
   which through the payment of interest and principal in respect thereof
   in accordance with their terms will provide money in an amount
   sufficient to discharge the principal of and interest on such
   Securities on the Stated Maturity of such principal or interest.




                                      7



             This Security shall be governed and construed in accordance
   with the internal laws of the State of New York, without regard to its
   conflicts of law principles.

             Except as otherwise defined herein, all terms used in this
   Security which are defined in the Indenture shall have the meanings
   assigned to them in the Indenture.

             Customary abbreviations may be used in the name of a Holder
   of Securities or an assignee, such as TEN COM (=tenants in common),
   TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
   right of survivorship and not as tenants in common), CUST
   (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).  Additional
   abbreviations may also be used though not in the above list.







































                                      8



             FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
   and transfer(s) unto

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

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

   PLEASE INSERT SOCIAL SECURITY
   OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

   ---------------------------------------------------------------------
                 (Please print or typewrite name and address
                   including postal zip code of assignee)


   ---------------------------------------------------------------------
   the within Note and all rights thereunder, and hereby irrevocably
   constitutes and appoints


   ---------------------------------------------------------------------
   Attorney to transfer said Note on the books of the Company, with full
   power of substitution in the premises.

   Dated: ________________

                                      ________________________________
                                      NOTICE:  The signature to this
                                      assignment must correspond with
                                      the name as written upon the
                                      face of the within instrument
                                      in every particular, without
                                      alteration or enlargement or
                                      any change whatever.



                                                              EXHIBIT 4.2
                                                              -----------






   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
   OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
   "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR
   ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
   CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
   OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITARY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
   OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
   OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
   HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
   CERTIFICATES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT
   BE TRANSFERRED EXCEPT AS A WHOLE (A) BY THE DEPOSITARY TO A NOMINEE
   THEREOF OR (B) BY A NOMINEE THEREOF TO THE DEPOSITARY OR ANOTHER
   NOMINEE OF THE DEPOSITARY OR (C) BY THE DEPOSITARY OR ANY SUCH NOMINEE
   TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

                    SEE REVERSE FOR CERTAIN DEFINITIONS

   NUMBER 1                                              $ 250,000,000

   REGISTERED                                          CUSIP 651229AB2

                           NEWELL RUBBERMAID INC.
                            6.75% Notes due 2012


             Newell Rubbermaid Inc., a corporation duly organized and
   existing under the laws of the State of Delaware (herein referred to
   as the "Company"), for value received, hereby promises to pay to Cede
   & Co. or registered assigns, the principal sum of TWO HUNDRED FIFTY
   MILLION DOLLARS ($250,000,000) on March 15, 2012 and to pay interest,
   semi-annually in arrears on March 15 and September 15 of each year
   (each, an "Interest Payment Date"), commencing September 15, 2002, on
   said principal sum at the rate of 6.75% per annum, from the most
   recent Interest Payment Date to which interest has been paid or, if no
   interest has been paid, from March 14, 2002, until payment of said
   principal sum has been made.  The interest so payable on any Interest
   Payment Date will, subject to certain exceptions provided in the
   Indenture referred to on the reverse hereof, be paid to the Person in
   whose name this Security is registered at the close of business on the
   March 1 or September 1, as the case may be (each, a "Record Date"),
   next preceding such Interest Payment Date. The amount of interest
   payable will be computed on the basis of a 360-day year of twelve 30-






   day months. The principal of and interest on this Security are payable
   in such coin or currency of the United States of America as at the
   time of payment is legal tender for payment of public and private
   debts at the office or agency of the Company in the Place of Payment,
   and at such other locations as the Company may from time to time
   designate. Any interest not punctually paid or duly provided for shall
   be payable as provided in said Indenture.

             Reference is made to the further provisions of this Security
   set forth on the reverse hereof. Such further provisions shall for all
   purposes have the same effect as though fully set forth at this place.

             Unless the certificate of authentication hereon has been
   executed by the Trustee by the manual signature of one of its
   authorized officers, this Security shall not be entitled to any
   benefit under the Indenture, or be valid or obligatory for any
   purpose.

                          [THIS SPACE INTENTIONALLY
                                 LEFT BLANK]




























                                      2




             IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT
   TO BE DULY EXECUTED UNDER ITS CORPORATE SEAL.

   Dated: March 14, 2002              NEWELL RUBBERMAID INC.

                                      By ____________________________
                                      Name:
                                      Title:


   [Corporate Seal]

   Attest_________________________
        Name:
        Title:



   TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

   JPMorgan Chase Bank, as Trustee,
   certifies that this is one of the Securities of
   the series referred to in the
   within-mentioned Indenture.


   By________________________________
        Authorized Officer

   Dated:

















                                      3



                           NEWELL RUBBERMAID INC.
                       6.75% NOTES DUE MARCH 15, 2012

             This Security is one of a duly authorized issue of
   Securities of the Company designated as its 6.75% Notes due March 15,
   2012 (Securities of such series being hereinafter called the
   "Securities"), limited in initial aggregate principal amount to
   $250,000,000, issued under the senior indenture dated as of November
   1, 1995, (hereinafter called the "Indenture"), between the Company (as
   successor to Newell Co.) and JPMorgan Chase Bank (as successor to The
   Chase Manhattan Bank (National Association)), as trustee (the
   "Trustee", which term includes any successor trustee under the
   Indenture with respect to the Securities of this series), to which
   Indenture reference is hereby made for a statement of the respective
   rights thereunder of the Company, the Trustee and any Holder of the
   Securities, and the terms upon which the Securities are, and are to
   be, authenticated and delivered.

             Except as otherwise provided in the Indenture, this Security
   will be issued in global form only registered in the name of the
   Depositary or its nominee. This Security will not be issued in
   definitive form, except as otherwise provided in the Indenture, and
   ownership of this Security shall be maintained in book-entry form by
   the Depositary for the accounts of participating organizations of the
   Depositary.

             No reference herein to the Indenture and no provision of
   this Security or of the Indenture shall alter or impair the obligation
   of the Company, which is absolute and unconditional, to pay the
   principal of and interest on this Security at the times, place and
   rate, and in the coin and currency, herein prescribed.

             Securities will be redeemable in whole or in part, at the
   option of the Company at any time and from time to time prior to
   maturity (any such date of redemption, the "Redemption Date"), on not
   less than 30 or more than 60 days' notice mailed to Holders thereof,
   at a redemption price (the "Redemption Price") equal to the greater of
   (i) 100% of the principal amount of the Securities being redeemed on
   the Redemption Date and (ii) the sum of the present values of the
   remaining scheduled payments of principal and interest on the
   Securities being redeemed on that Redemption Date (not including any
   portion of any payments of interest accrued to the Redemption Date),
   discounted to the Redemption Date on a semi-annual basis at the
   Treasury Rate (as defined below), plus 30 basis points as determined
   by the Reference Treasury Dealer (as defined below), plus, in each
   case, accrued and unpaid interest on the Securities being redeemed to

                                      4



   the Redemption Date. Notwithstanding the foregoing, installments of
   interest on Securities that are due and payable on Interest Payment
   Dates falling on or prior to a Redemption Date will be payable on the
   Interest Payment Date to the registered Holders as of the close of
   business on the relevant Record Date. The Redemption Price will be
   calculated on the basis of a 360-day year consisting of twelve 30-day
   months.  Once notice of redemption is mailed, the Securities called
   for redemption will become due and payable on the Redemption Date and
   at the Redemption Price, plus accrued and unpaid interest to the
   Redemption Date. The Securities will be redeemed in increments of
   $1,000.

             "Treasury Rate" means, with respect to any Redemption Date,
   the rate per year equal to the semi-annual equivalent yield to
   maturity of the Comparable Treasury Issue, assuming a price for the
   Comparable Treasury Issue (expressed as a percentage of its principal
   amount) equal to the Comparable Treasury Price for such Redemption
   Date.

             "Comparable Treasury Issue" means the United States Treasury
   security selected by the Reference Treasury Dealer as having a
   maturity comparable to the remaining term of the Securities to be
   redeemed that would be utilized, at the time of selection and in
   accordance with customary financial practice, in pricing new issues of
   corporate debt securities of comparable maturity to the remaining term
   of the Securities.

             "Comparable Treasury Price" means, with respect to any date
   of redemption, (i) the average of the Reference Treasury Dealer
   Quotations for the date of redemption, after excluding the highest and
   lowest Reference Treasury Dealer Quotations, or (ii) if the Trustee
   obtains fewer than three Reference Treasury Dealer Quotations, the
   average of all such Reference Treasury Dealer Quotations, or (iii) if
   only one Reference Treasury Dealer Quotation is received, such
   Quotation.

             "Reference Treasury Dealer" means (i) Banc of America LLC or
   Banc One Capital Market Inc. (or their respective affiliates which are
   Primary Treasury Dealers) and their respective successors, PROVIDED,
   HOWEVER, that if any of the foregoing shall cease to be a primary U.S.
   Government securities dealer in New York City (a "Primary Treasury
   Dealer"), the Company shall substitute therefore another Primary
   Treasury Dealer, and (ii) any other Primary Treasury Dealer(s)
   selected by the Trustee after consultation with the Company.

             "Reference Treasury Dealer Quotations" means, with respect
   to each Reference Treasury Dealer and any date of redemption, the

                                      5



   average, as determined by the Trustee, of the bid and asked prices for
   the Comparable Treasury Issue (expressed in each case as a percentage
   of its principal amount) quoted in writing to the Trustee by that
   Reference Treasury Dealer at 5:00 p.m., (New York City time), on the
   third business day preceding the date of redemption.

             On and after the Redemption Date, interest will cease to
   accrue on the Securities, or any portion of the Securities, called for
   redemption (unless the Company defaults in the payment of the
   Redemption Price and accrued interest). On or before the Redemption
   Date, the Company will deposit with a Paying Agent (or the Trustee)
   money sufficient to pay the Redemption Price of and accrued interest
   on the Securities to be redeemed on such date.  If less than all the
   Securities are to be redeemed, the Securities to be redeemed shall be
   selected by lot by the Depositary, in the case of Securities
   represented by a global note, or by the Trustee by such method as the
   Trustee shall deem fair and appropriate in the case of Securities that
   are not represented by a global note.

             As provided in the Indenture and subject to certain
   limitations therein set forth, this Security may be registered for
   transfer on the Security Register of the Company, upon surrender of
   this Security for registration of transfer at the office or agency of
   the Company in the Place of Payment, and at such other locations as
   the Company may from time to time designate, duly endorsed by, or
   accompanied by a written instrument of transfer in form satisfactory
   to the Company and the Security Registrar duly executed by, the Holder
   hereof or the Holder's attorney duly authorized in writing, and
   thereupon one or more new Securities, of authorized denominations and
   for the same aggregate principal amount, will be issued to the
   designated transferee or transferees.

             The Securities are issuable only as Registered Securities
   without coupons in the denominations of $1,000 and any integral
   multiple thereof. As provided in the Indenture, and subject to certain
   limitations therein set forth, Securities are exchangeable for a like
   aggregate principal amount of Securities of different authorized
   denominations, as requested by the Holder surrendering the same.

             No service charge will be made for any such registration of
   transfer or exchange, but the Company may require payment of a sum
   sufficient to cover any tax or other governmental charge payable in
   connection therewith.

             Prior to due presentment for registration of transfer of
   this Security, the Company, the Trustee, the Security Registrar, the
   Paying Agent and any agent of any one thereof may treat the Person in

                                      6



   whose name this Security is registered as the owner hereof for all
   purposes, whether or not this Security be overdue, and neither the
   Company, the Trustee, the Security Registrar, the Paying Agent nor any
   such agent shall be affected by notice to the contrary.

             The Company may from time to time, without notice to or the
   consent of the registered Holders of the Securities, create and issue
   further Securities ranking equally and ratably with the Securities in
   all respects (or in all respects except for the payment of interest
   accruing prior to the issue date of such further Securities or except
   for the first payment of interest following the issue date of such
   further Securities), so that such further Securities shall be
   consolidated and form a single series with the Securities and shall
   have the same terms as to status, redemption or otherwise as the
   Securities.

             If an Event of Default, as defined in the Indenture, with
   respect to the Securities shall occur, the principal of all the
   Securities may be declared due and payable in the manner and with the
   effect provided in the Indenture.

             The Indenture permits, with certain exceptions as therein
   provided, the amendment thereof and the modification of the rights and
   obligations of the Company with respect to the Securities and the
   rights of the Holders of the Securities under the Indenture at any
   time by the Company with the consent of the Holders of not less than a
   majority in aggregate principal amount of the Securities at the time
   Outstanding. The Indenture also contains provisions permitting the
   Holders of not less than a majority in principal amount of the
   Securities at the time Outstanding, on behalf of the Holders of all
   the Securities, to waive compliance by the Company with certain
   provisions of the Indenture and certain past defaults under the
   Indenture and their consequences. Any such consent or waiver by the
   Holder of this Security shall be conclusive and binding upon such
   Holder and upon all future Holders of this Security and of any
   Security issued upon the registration of transfer hereof or in
   exchange herefor or in lieu hereof whether or not a notation of such
   consent or waiver is made upon this Security.

             No recourse shall be had for the payment of the principal of
   or the interest on this Security, or for any claim based hereon, or
   otherwise in respect hereof, or based on or in respect of the
   Indenture or any indenture supplemental thereto, against any
   incorporator, stockholder, officer or director, as such, past, present
   or future, of the Company or any successor corporation, whether by
   virtue of any constitution, statute or rule of law, or by the
   enforcement of any assessment or penalty or otherwise, all such

                                      7



   liability being, by the acceptance hereof and as part of the
   consideration for the issue hereof, expressly waived and released.

             The Company at its option, subject to the terms and
   conditions contained in the Indenture, (a) will be discharged from any
   and all obligations in respect of the Securities (except for certain
   obligations to register the transfer and exchange of such Securities,
   to replace mutilated, destroyed, lost or stolen Securities, to
   compensate, reimburse and indemnify the Trustee, to maintain an office
   or agency with respect to the Securities and to hold moneys for
   payment in trust) or (b) may omit to comply with certain restrictive
   covenants contained in the Indenture, in each case upon irrevocable
   deposit with the Trustee in trust of money or U.S. government
   securities (as described in the Indenture) or a combination thereof,
   which through the payment of interest and principal in respect thereof
   in accordance with their terms will provide money in an amount
   sufficient to discharge the principal of and interest on such
   Securities on the Stated Maturity of such principal or interest.

             This Security shall be governed and construed in accordance
   with the internal laws of the State of New York, without regard to its
   conflicts of law principles.

             Except as otherwise defined herein, all terms used in this
   Security which are defined in the Indenture shall have the meanings
   assigned to them in the Indenture.

             Customary abbreviations may be used in the name of a Holder
   of Securities or an assignee, such as TEN COM (=tenants in common),
   TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
   right of survivorship and not as tenants in common), CUST
   (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).  Additional
   abbreviations may also be used though not in the above list.















                                      8


         FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
   transfer(s) unto

   ______________________________________________________________________
   ______________________________________________________________________

   PLEASE INSERT SOCIAL SECURITY
   OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
   ________________________


   ______________________________________________________________________
   ______________________________________________________________________
   ______________________________________________________________________

                 (Please print or typewrite name and address
                   including postal zip code of assignee)

   ______________________________________________________________________

   the within Note and all rights thereunder, and hereby irrevocably
   constitutes and appoints

   ______________________________________________________________________
   Attorney to transfer said Note on the books of the Company, with full
   power of substitution in the premises.

   Dated: _______________________________



                                      _________________________________
                                      NOTICE:  The signature to this
                                      assignment must correspond with
                                      the name as written upon the
                                      face of the within instrument
                                      in every particular, without
                                      alteration or enlargement or
                                      any change whatever.