UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                 FORM 8-A/A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                           NEWELL RUBBERMAID INC.
   ----------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

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

        10 B Glenlake Parkway
             Suite 300
        Atlanta, Georgia                             30328
   ----------------------------------------------------------------------
    (Address of principal executive offices)       (Zip Code)

        If this form relates to the registration of a class of securities
   pursuant to Section 12(b) of the Exchange Act and is effective
   pursuant to General Instruction A.(c), check the following box. [X]

        If this form relates to the registration of a class of securities
   pursuant to Section 12(g) of the Exchange Act and is effective
   pursuant to General Instruction A.(d), please check the following box.
   [   ]

        Securities Act registration statement file number to which this
   form relates:  001-09608  (if applicable).

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

        Title Of Each Class           Name Of Each Exchange On Which
        To Be So Registered           Each Class Is To Be Registered
        -------------------           ------------------------------

   Common Stock Purchase Rights       New York Stock Exchange
                                      Chicago Stock Exchange

   Securities to be registered pursuant to Section 12(g) of the Act:
             NONE
   ------------------------
        (Title of class)







                              EXPLANATORY NOTE

        This Form 8-A/A amends and restates the Registration Statement on
   Form 8-A/A dated October 27, 2003, filed by Newell Rubbermaid Inc.
   (the "Company") with respect to the Common Stock Purchase Rights
   issued pursuant to the Rights Agreement dated as of August 6, 1998, as
   amended as of September 29, 2003.  As of August 22, 2006, the Company
   and Computershare Investor Services, LLC entered into a Second
   Amendment to the Rights Agreement to appoint Computershare Investor
   Services, LLC as the Rights Agent under the Rights Agreement, which is
   filed as Exhibit 4.3 hereto and is incorporated herein by reference.
   The Rights Agreement, as amended through the date hereof, is referred
   to as the "Rights Agreement."

   ITEM 1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        On August 6, 1998, the Board of Directors of Newell Rubbermaid
   Inc. (the "Company") declared a dividend distribution of one Right for
   each outstanding share of Common Stock, $1.00 par value (the "Common
   Stock"), of the Company to the stockholders of record on October 31,
   1998 (the "Record Date").  Each Right entitles the registered holder
   to purchase from the Company one share of Common Stock at a price of
   $200.00 per share (the "Purchase Price"), subject to adjustment.  The
   description and terms of the Rights are set forth in a Rights
   Agreement between the Company and First Chicago Trust Company of New
   York, which was amended, effective September 29, 2003, to remove First
   Chicago Trust Company of New York as Rights Agent and to appoint The
   Bank of New York as the Rights Agent, and which was further amended,
   effective August 22, 2006, to remove The Bank of New York as Rights
   Agent and to appoint Computershare Investor Services, LLC as the new
   Rights Agent.  The Rights replaced the share purchase rights which
   were initially distributed to the Company's stockholders by a dividend
   in 1988 and which expired by their own terms on October 31, 1998.

        Until the earlier to occur of (i) the tenth business day after a
   public announcement that a person or group of affiliated or associated
   persons acquired, or obtained the right to acquire, beneficial
   ownership of 15% or more of the outstanding shares of Common Stock of
   the Company (such person or group being called an "Acquiring Person"
   and such date of first public announcement being called the "Stock
   Acquisition Date"), or (ii) the tenth business day after the
   commencement or announcement of an intention to make a tender offer or
   exchange offer which would result in any person or group of affiliated
   or associated persons becoming an Acquiring Person (the earlier of
   such dates being called the "Distribution Date"), the Rights will be
   evidenced, with respect to any of the Company's Common Stock
   certificates outstanding as of the Record Date, by such Common Stock
   certificate with a copy of this Summary of Rights attached thereto.
   The Rights Agreement provides that, until the Distribution Date, the
   Rights will be transferred with and only with the Company's Common
   Stock.  Until the Distribution Date (or earlier redemption or
   expiration of the Rights), new Common Stock certificates issued after
   the Record Date upon transfer or new issuance of the Company's Common
   Stock will contain a notation incorporating the Rights Agreement by
   reference.  Until the Distribution Date (or earlier redemption or

                                      2







   expiration of the Rights), the surrender for transfer of any of the
   Company's Common Stock certificates outstanding as of the Record Date
   will also constitute the transfer of the Rights associated with the
   Common Stock represented by such certificate.  As soon as practicable
   following the Distribution Date, separate certificates evidencing the
   Rights ("Rights Certificates") will be mailed to holders of record of
   the Company's Common Stock as of the close of business on the
   Distribution Date and, thereafter, such separate Rights Certificates
   alone will evidence the Rights.

        The Rights are not exercisable until the Distribution Date.  The
   Rights will expire on October 31, 2008, unless earlier redeemed by the
   Company as described below.

        The Purchase Price payable, and the number of shares of Common
   Stock or other securities or property issuable, upon exercise of the
   Rights are subject to adjustment from time to time to prevent dilution
   (i) in the event of a stock dividend on, or a subdivision, combination
   or reclassification of the Common Stock, (ii) upon the grant to
   holders of Common Stock of certain rights, options or warrants to
   subscribe for shares of Common Stock or convertible securities at less
   than the current market price of the Common Stock or (iii) upon the
   distribution to holders of Common Stock of evidences of indebtedness
   or assets (excluding (a) a regular periodic cash dividend or (b) a
   dividend payable in Common Stock) or of subscription rights, options
   or warrants (other than those referred to above).

        In the event that a person becomes the beneficial owner of 15% or
   more of the outstanding shares of Common Stock (i.e., becomes an
   Acquiring Person), each holder of a Right, other than Rights
   beneficially owned by the Acquiring Person (which will be void), will
   have the right to receive upon exercise thereof, that number of shares
   of Common Stock having a market value of two times the exercise price
   of the Right (such right being called the "Flip-In" right).

        In the event that, on or after the Stock Acquisition Date, the
   Company were acquired in a merger or other business combination, or
   50% or more of its assets or earning power were sold, proper provision
   shall be made so that each holder of a Right shall thereafter have the
   right to receive, upon the exercise thereof at the then current
   exercise price of the Right, that number of shares of common stock of
   the acquiring company which at the time of such transaction would have
   a market value of two times the exercise price of the Right.  In the
   event that the Company were the surviving corporation in a merger
   involving the Acquiring Person and the Common Stock were not changed
   or exchanged, proper provision shall be made so that each holder of a
   Right, other than Rights beneficially owned by the Acquiring Person
   (which will be void), will thereafter have the right to receive upon
   exercise that number of shares of the Common Stock having a market
   value of two times the exercise price of the Right (such right being
   called the "Flip-Over" right).  The holder of a right will no longer
   have a Flip-Over right if, and to the extent that, he has exercised
   his Flip-In right.



                                      3







        With certain exceptions, no adjustment in the Purchase Price will
   be required until cumulative adjustments require an adjustment of at
   least 1% in such Purchase Price. No fractional shares will be issued
   and, in lieu thereof, a cash payment will be made based on the market
   price of the Common Stock on the last trading date prior to the date
   of exercise.

        At any time prior to the time that there is an Acquiring Person,
   the Company may, at its option, redeem the Rights in whole but not in
   part, at a price of $.001 per Right (the "Redemption Price").
   Immediately upon the authorization of the redemption of the Rights by
   the Board of Directors of the Company, the Rights will terminate and
   the only right of the holders of Rights will be to receive the
   Redemption Price.

        Until a Right is exercised, the holder thereof, as such, will
   have no rights as a stockholder of the Company, including, without
   limitation, the right to vote or to receive dividends.

        The Board of Directors of the Company may amend the Rights
   Agreement at any time prior to the time that there is an Acquiring
   Person, provided that no amendment may adversely affect the interests
   of the holders of the Rights.

        One Right was distributed to shareholders of the Company for each
   share of Common Stock owned of record by them as of the close of
   business on October 31, 1998 and for each additional share of Common
   Stock that has become outstanding since that date.  Until the
   Distribution Date, the Company will continue to issue one Right with
   each share of Common Stock that shall become outstanding so that all
   shares of Common Stock will have attached  Rights.  As of July 31,
   2006, there were 276,935,358 (exclusive of treasury shares) shares of
   Common Stock issued and outstanding.

        The Rights have certain anti-takeover effects.  The Rights may
   cause substantial dilution to a person or group that attempts to
   acquire the Company on terms not approved in advance by the Board of
   Directors of the Company.  The Rights should not interfere with any
   merger or other business combination approved by the Board of
   Directors prior to the time that a person or group has acquired
   beneficial ownership of 15% or more of the Common Stock, since until
   such time the Rights may be redeemed by the Company at $.001 per
   Right.

        The initial dividend distribution of the Rights was not taxable to
   the Company or its shareholders.  The Rights were not dilutive and did
   not affect reported earnings per share.  The Company received no
   proceeds from the issuance of the Rights as a dividend.

        Until a Right is exercised, the holder thereof, as such, will
   have no rights as a stockholder of the Company, including, without
   limitation, the right to vote or to receive dividends.

        The Rights Agreement, which specifies the terms of the Rights and
   includes the form of Rights Certificate and the Summary of Rights, is

                                      4







   attached hereto as an exhibit and incorporated herein by reference.  A
   copy of the Rights Agreement is available free of charge from the
   Company.  The foregoing description of the Rights does not purport to
   be complete and is qualified in its entirety by reference to the
   Rights Agreement.

   ITEM 2.    EXHIBITS.

        The following exhibits are filed as a part of this Registration
   Statement:

   EXHIBIT NO.    DESCRIPTION
   -----------    -----------

        4.1       Rights Agreement dated as of August 6, 1998 between
                  Newell Co. and First Chicago Trust Company of New York,
                  as Rights Agent (incorporated by reference to Exhibit 1
                  to the Registrant's Registration Statement on Form 8-A
                  dated August 28, 1998, File No. 001-09608).

        4.2       First Amendment to Rights Agreement dated as of
                  September 29, 2003 between Newell Rubbermaid Inc. and
                  The Bank of New York, as Rights Agent (incorporated by
                  reference to Exhibit 4.2 to the Registrant's
                  Registration Statement on Form 8-A/A dated October 27,
                  2003, File No. 001-09608).

        4.3       Second Amendment to Rights Agreement dated as of August
                  22, 2006 between Newell Rubbermaid Inc. and
                  Computershare Investor Services, LLC, as Rights Agent.


























                                      5







                                 SIGNATURES

             Pursuant to the requirements of Section 12 of the Securities
   Exchange Act of 1934, the registrant has duly caused this registration
   statement to be signed on its behalf by the undersigned, thereto duly
   authorized.

   Dated:    August 22, 2006

                                 NEWELL RUBBERMAID INC.

                                 By:       /s/ Dale L. Matschullat
                                      ----------------------------------
                                 Name:     Dale L. Matschullat
                                 Title:    Vice President - General
                                           Counsel & Corporate Secretary








































                                      6







                                EXHIBIT INDEX

   EXHIBIT NO.    DESCRIPTION
   -----------    -----------

        4.1       Rights Agreement dated as of August 6, 1998 between
                  Newell Co. and First Chicago Trust Company of New York,
                  as Rights Agent (incorporated by reference to Exhibit 1
                  to the Registrant's Registration Statement on Form 8-A
                  dated August 28, 1998, File No. 001-09608).

        4.2       First Amendment to Rights Agreement dated as of
                  September 29, 2003 between Newell Rubbermaid Inc. and
                  The Bank of New York, as Rights Agent (incorporated by
                  reference to Exhibit 4.2 to the Registrant's
                  Registration Statement on Form 8-A/A dated October 27,
                  2003, File No. 001-09608).

        4.3       Second Amendment to Rights Agreement dated as of August
                  22, 2006 between Newell Rubbermaid Inc. and
                  Computershare Investor Services, LLC, as Rights Agent.



































                                      7






                                                              EXHIBIT 4.3
                                                              -----------

                    SECOND AMENDMENT TO RIGHTS AGREEMENT
                    ------------------------------------

   This SECOND AMENDMENT TO RIGHTS AGREEMENT effective as of August 22,
   2006 (the "Second Amendment") is between Newell Rubbermaid Inc. (f/k/a
   Newell Co.), a Delaware corporation (the "Corporation"), and
   Computershare Investor Services, LLC, a Delaware limited liability
   company ("Computershare").

   WHEREAS, the Corporation and EquiServe Trust Company, N.A. (f/k/a
   First Chicago Trust Company of New York, a New York corporation,
   "EquiServe") entered into a certain Rights Agreement, dated as of
   August 6, 1998 (as amended, the "Rights Agreement"), under which First
   Chicago Trust Company of New York was named the "Rights Agent" (as
   such term is defined in the Rights Agreement); and

   WHEREAS, the Corporation and The Bank of New York, a New York banking
   corporation ("The Bank of New York") entered into a First Amendment to
   Rights Agreement, dated as of September 29, 2003 (the "First
   Amendment"), under which The Bank of New York was named the "Rights
   Agent"; and

   WHEREAS, pursuant to the provisions of Sections 22 and 27 of the
   Rights Agreement, the Corporation has given notice to The Bank of New
   York that effective August 22, 2006 it is being removed as Rights
   Agent and Computershare is being appointed as the successor Rights
   Agent under the Rights Agreement; and

   WHEREAS, Computershare has expressed its willingness and desire to
   serve as such appointed successor Rights Agent effective as of August
   22, 2006 subject to the parties entering into this Second Amendment
   pursuant to the provisions of Section 28 of the Rights Agreement.

   NOW, THEREFORE, it is mutually agreed between the Corporation and
   Computershare that:

        1.   Upon execution of this Second Amendment, Computershare shall
             become, and does hereby become, a party to the Rights
             Agreement and shall be fully bound by, and subject to, all
             of the covenants, terms and conditions of the Rights
             Agreement as though an original party thereto and as "Rights
             Agent" thereunder.

        2.   The Rights Agreement shall be amended to, among other
             things, reflect the appointment of Computershare as Rights
             Agent, as follows:

             a.   The title page of the Rights Agreement shall be amended
                  to replace the name of the party designated as "THE
                  BANK OF NEW YORK" with the name "COMPUTERSHARE INVESTOR
                  SERVICES, LLC".







             b.   The introductory paragraph of the Rights Agreement
                  shall be amended to have the name of the Rights Agent
                  changed from "The Bank of New York" to "Computershare
                  Investor Services, LLC" and to have Computershare
                  identified as a "Delaware limited liability company".

             c.   In Section 2 after the word "desirable" the Rights
                  Agreement shall be amended to add the following: "upon
                  ten (10) days' prior written notice to the Rights
                  Agent.  The Rights Agent shall have no duty to
                  supervise, and in no event be liable for, the acts or
                  omissions of any such co-Rights Agent."

             d.   Section 3(c) of the Rights Agreement shall be and
                  hereby is amended to replace the legend set forth
                  therein in its entirety to read as follows:

                       "This certificate also evidences and entitles
                       the holder hereof to certain Rights as set
                       forth in a Rights Agreement between NEWELL
                       RUBBERMAID INC. and First Chicago Trust
                       Company of New York dated as of August 6,
                       1998, as amended between NEWELL RUBBERMAID
                       INC. and The Bank of New York dated as of
                       September 29, 2003, and as further amended
                       between NEWELL RUBBERMAID INC. and
                       COMPUTERSHARE INVESTOR SERVICES, LLC dated as
                       of August 22, 2006, and as may be further
                       amended and modified from time to time (the
                       "Rights Agreement"), the terms of which are
                       hereby incorporated herein by reference and a
                       copy of which is on file at the principal
                       executive offices of NEWELL RUBBERMAID INC.
                       Under certain circumstances, as set forth in
                       the Rights Agreement, such Rights may be
                       redeemed, may expire or may be evidenced by
                       separate certificates and will no longer be
                       evidenced by this certificate.  NEWELL
                       RUBBERMAID INC. will mail to the holder of
                       this certificate a copy of the Rights
                       Agreement without charge promptly upon
                       receipt of a written request therefor.  Under
                       certain circumstances, Rights issued to, or
                       held by, an Acquiring Person or Associates or
                       Affiliates of an Acquiring Person (as defined
                       in the Rights Agreement) and any subsequent
                       holder of such Rights may become null and
                       void."

             e.   Section 19 of the Rights Agreement shall be amended to
                  add the words "breach of this Agreement" before the
                  word negligence in the 8th sentence.

                                      2







             f.   Section 21(c) of the Rights Agreement shall be deleted
                  and amended to read in its entirety as follows: "The
                  Rights Agent shall be liable hereunder only for its own
                  breach of this Agreement, negligence, bad faith or
                  willful misconduct.  Except for liability arising out
                  of the Rights Agent's recklessness, bad faith or
                  willful misconduct, any liability of the Rights Agent
                  shall be limited to the amount of fees paid in the
                  preceding twelve (12) months by the Company to the
                  Rights Agent under the Stock Transfer Agency Agreement
                  dated August 22, 2006 in effect between the Rights
                  Agent and the Company."

             g.   Section 21 of the Rights Agreement shall be amended to
                  add the following after the first sentence: "In the
                  event the transfer agency relationship in effect
                  between the Company and the Rights Agent terminates,
                  the Rights Agent will be deemed to resign automatically
                  on the effective date of such termination; and any
                  required notice will be sent by the Company."

             h.   Section 22 of the Rights Agreement shall be and hereby
                  is amended in its entirety to read:

                       "Section 22.  CHANGE OF RIGHTS AGENT.  The
                       Rights Agent or any successor Rights Agent
                       may resign and be discharged from its duties
                       under this Agreement upon 30 days' notice in
                       writing mailed to the Company and to each
                       transfer agent of the Common Stock by
                       registered or certified mail, and to the
                       holders of the Right Certificates by first-
                       class mail.  The Company may remove the
                       Rights Agent or any successor Rights Agent
                       upon 30 days' notice in writing, mailed to
                       the Rights Agent or successor Rights Agent,
                       as the case may be, and to each transfer
                       agent of the Common Stock by registered or
                       certified mail, and to the holders of the
                       Right Certificates by first-class mail.  If
                       the Rights Agent shall resign or be removed
                       or shall otherwise become incapable of acting
                       or shall repeatedly fail or refuse to act,
                       the Company shall appoint a successor to the
                       Rights Agent.  If the Company shall fail to
                       make such appointment within a period of 30
                       days after giving notice of such removal or
                       after it has been notified in writing of such
                       resignation or incapacity or repeated failure
                       or refusal to act by the Rights Agent or by
                       the holder of a Right Certificate (who shall,
                       with such notice, submit his Right

                                      3







                       Certificate for inspection by the Company),
                       then the registered holder of any Right
                       Certificate may apply to any court of
                       competent jurisdiction for the appointment of
                       a new Rights Agent.  Any successor Rights
                       Agent, whether appointed by the Company or by
                       such a court, shall be (a) a corporation or a
                       limited liability company organized and doing
                       business under the laws of the United States
                       or of the State of Illinois, the State of New
                       York or the State of Delaware (or of any
                       other state of the United States so long as
                       such corporation is authorized to do business
                       as a banking or a financial institution in
                       the State of New York, the State of Illinois
                       or the State of Delaware), in good standing,
                       having a principal office in the State of New
                       York, the State of Illinois or the State of
                       Delaware, which is authorized under such laws
                       to exercise corporate trust or stock transfer
                       powers and is subject to supervision or
                       examination by federal or state authority and
                       which has at the time of its appointment as
                       Rights Agent a combined capital and surplus
                       of at least $50,000,000, or (b) an affiliate
                       of a corporation or a limited liability
                       company described in clause "(a)."  After
                       appointment, the successor Rights Agent shall
                       be vested with the same powers, rights,
                       duties and responsibilities as if it had been
                       originally named as Rights Agent without
                       further act or deed, and the predecessor
                       Rights Agent shall deliver and transfer to
                       the successor Rights Agent any property at
                       the time held by it hereunder, and execute
                       and deliver any further assurance,
                       conveyance, act or deed necessary for the
                       purpose. Not later than the effective date of
                       any such appointment, the Company shall file
                       notice thereof in writing with the
                       predecessor Rights Agent and each transfer
                       agent of the Common Stock, and mail a notice
                       thereof in writing to the registered holders
                       of the Right Certificates.  Failure to give
                       any notice provided for in this Section 22,
                       however, or any defect therein, shall not
                       affect the legality or validity of the
                       resignation or removal of the Rights Agent or
                       the appointment of the successor Rights
                       Agent, as the case may be."



                                      4







             i.   Section 27 of the Rights Agreement shall be amended:
                  (a) to replace the  address of the Corporation with the
                  following: "10 B Glenlake Parkway, Suite 300, Atlanta,
                  Georgia 30328" and (b) to replace the name and address
                  of "The Bank of New York, 101 Barclay Street, New York,
                  New York 10286 Attention: Stock Transfer" with the
                  following: "Computershare Investor Services, LLC, Two
                  North LaSalle Street, Chicago, Illinois 60602".

             j.   A new Section 36 of the Rights Agreement shall be added
                  to the Rights Agreement, which Section 36 shall read in
                  its entirety as follows: "Force Majeure.
                  Notwithstanding anything to the contrary contained
                  herein, Rights Agent shall not be liable for any delays
                  or failures in performance resulting from acts beyond
                  its reasonable control including, without limitation,
                  acts of God, terrorist acts, shortage of supply,
                  breakdowns or malfunctions, interruptions or
                  malfunction of computer facilities, or loss of data due
                  to power failures or mechanical difficulties with
                  information storage or retrieval systems, labor
                  difficulties, war, or civil unrest."

             k.   Exhibit A of the Rights Agreement shall be and hereby
                  is amended in its entirety and restated as EXHIBIT A
                  attached hereto.

             l.   Exhibit B of the Rights Agreement shall be and hereby
                  is amended in its entirety and restated as EXHIBIT B
                  attached hereto.

        3.   Computershare hereby represents and warrants to the
             Corporation that Computershare (a) (i) is a limited
             liability company organized and doing business under the
             laws of the State of Delaware, (ii) is authorized to do
             business as a financial institution in the State of
             Delaware, (iii) is in good standing in the State of
             Delaware, (iv) has a principal office in the State of
             Illinois which is authorized under such laws to exercise
             corporate trust or stock transfer powers and is subject to
             supervision or examination by federal or state authority,
             and (v) has a combined capital and surplus of at least
             $50,000,000, or (b) is an affiliate of a limited liability
             company described in the foregoing clause (a).

        4.   The execution and delivery of this Second Amendment has been
             duly and validly authorized and approved by each of the
             parties hereto, and no other proceedings (corporate or
             otherwise) on the part of the parties hereto are necessary
             to authorize this Second Amendment.  This Second Amendment
             has been duly and validly executed and delivered by each of
             the parties hereto and constitutes a valid and binding

                                      5







             agreement of such parties, enforceable against each of them
             in accordance with its terms.

        5.   Except as expressly amended by this Second Amendment, all
             terms, conditions and other provisions contained in the
             Rights Agreement are hereby ratified and reaffirmed.  The
             Rights Agreement, after giving effect hereto, shall be and
             remain in full force and effect.

        6.   Upon execution hereof, each reference in the Rights
             Agreement to "this Agreement," "hereby," "hereunder,"
             "herein," "hereof," or words of like import referring to the
             Rights Agreement shall mean and refer to the Rights
             Agreement, as amended by this Second Amendment. In addition,
             any and all notices, requests, certificates and other
             instruments executed and delivered after the date hereof may
             refer to the Rights Agreement without making specific
             reference to this Second Amendment; but nevertheless all
             references to the Rights Agreement shall be a reference to
             such document as amended hereby.  If this Second Amendment
             is inconsistent with (or affects the interpretations of)
             unamended portions of the Rights Agreement, the provisions
             of (or interpretations suggested by) this Second Amendment
             shall control.

        7.   This Second Amendment shall be governed by and construed in
             accordance with Delaware law.

        8.   This Second Amendment may be executed in any number of
             counterparts, each executed counterpart constituting an
             original, but all together only one agreement.

                                *     *     *




















                                      6







   IN WITNESS WHEREOF, the Corporation and Computershare Investor
   Services, LLC have caused this Second Amendment to Rights Agreement to
   be duly executed and their respective corporate seals to be hereunto
   affixed and attested, all as of this 22nd day of August, 2006.


    Attest:                         Newell Rubbermaid Inc.


    By: /s/ Bradford R. Turner      By:  /s/ Dale L. Matschullat
        --------------------------       ------------------------------
    Name:  Bradford R. Turner       Name:  Dale L. Matschullat
    Title:  Assistant Secretary     Title:  Vice President-General
                                            Counsel & Corporate
                                            Secretary



    Attest:                         Computershare Investor Services, LLC


    By: /s/ Charles V. Rossy        By: /s/ Dennis V. Moccia
        -------------------------       -------------------------------
    Name:  Charles V. Rossy         Name:  Dennis V. Moccia
    Title:  President               Title:  Managing Director


    Acknowledged and agreed as of
    this 22nd day of August, 2006:

    Attest:                         The Bank of New York


    By: /s/ Margaret B. Lloyd       By:  /s/ John I. Sivertsen
        -------------------------        ------------------------------
    Name:  Margaret B. Lloyd        Name:  John I. Sivertsten
    Title:  Assistant V.P.          Title:  Vice President







                                                                EXHIBIT A
                                                                ---------

                         [Form of Right Certificate]

   Certificate No. R-                                        _____ Rights

             NOT EXERCISABLE AFTER OCTOBER 31, 2008 OR EARLIER IF NOTICE
             OF REDEMPTION IS GIVEN.  THE RIGHTS ARE SUBJECT TO
             REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.001 PER RIGHT
             ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  [THE RIGHTS
             REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY
             OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR
             AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON. THIS RIGHT
             CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME
             VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE
             RIGHTS AGREEMENT.]*

                              Right Certificate

                           NEWELL RUBBERMAID INC.

             This certifies that ________________________________, or
   registered assigns, is the registered owner of the number of Rights
   set forth above, each of which entitles the owner thereof, subject to
   the terms, provisions and conditions of the Rights Agreement dated as
   of August 6, 1998 between NEWELL RUBBERMAID INC., a Delaware
   corporation (the "Company"), and First Trust Chicago Company of New
   York, a New York Corporation, as amended between the Company and The
   Bank of New York, a New York banking corporation, dated as of
   September 29, 2003, as further amended between the Company and
   COMPUTERSHARE INVESTOR SERVICES, LLC, a Delaware limited liability
   company (the "Rights Agent"), dated as of August 22, 2006, and as may
   be further amended and modified from time to time (the "Rights
   Agreement"), to purchase from the Company at any time after the
   Distribution Date (as such term is defined in the Rights Agreement)
   when the rights are exercisable pursuant to the Rights Agreement and
   prior to 5:00 P.M. (Chicago time) on October 31, 2008 at the principal
   office of the Rights Agent, or its successors as Rights Agent, in
   Chicago, Illinois, one fully paid non-assessable share of the Common
   Stock, $1.00 par value ("Common Stock"), of the Company, at a purchase
   price of $200 per share (the "Purchase Price"), upon presentation and
   surrender of this Right Certificate with the Form of Election to
   Purchase duly executed.  The number of Rights evidenced by this Right
   Certificate (and the number of shares which may be purchased upon
   exercise thereof) set forth above, and the Purchase Price per share
   set forth above, are the number and Purchase Price as of October 31,
   1998.  As provided in the Rights Agreement, the Purchase Price and the


             *    The portion of the legend in brackets shall be inserted
   only if applicable.

                                     A-1







   number of shares of Common Stock or other securities or property which
   may be purchased upon the exercise of the Rights evidenced by this
   Right Certificate are subject to modification and adjustment upon the
   happening of certain events.

             This Right Certificate is subject to all of the terms,
   provisions and conditions of the Rights Agreement, which terms,
   provisions and conditions are hereby incorporated herein by reference
   and made a part hereof and to which Rights Agreement reference is
   hereby made for a full description of the rights, limitations of
   rights, obligations, duties and immunities hereunder of the Rights
   Agent, the Company and the holders of the Right Certificates.  Copies
   of the Rights Agreement are on file at the above-mentioned office of
   the Rights Agent.

             This Right Certificate, with or without other Right
   Certificates, upon surrender at the principal office of the Rights
   Agent, may be exchanged for another Right Certificate or Right
   Certificates of like tenor and date evidencing Rights entitling the
   holder to purchase a like aggregate number of shares of Common Stock
   or other securities or property as the Rights evidenced by the Right
   Certificate or Right Certificates surrendered shall have entitled such
   holder to purchase.  If this Rights Certificate shall be exercised
   (other than pursuant to Section 11(a)(ii) of the Rights Agreement) in
   part, the holder shall be entitled to receive upon surrender hereof
   another Rights Certificate or Rights Certificates for the number of
   whole Rights not exercised.  If this Rights Certificate shall be
   exercised in whole or in part pursuant to Section 11(a)(ii) of the
   Rights Agreement, the holder shall be entitled to receive this Rights
   Certificate duly marked to indicate such exercise has occurred as set
   forth in the Rights Agreement.

             Subject to the provisions of the Rights Agreement, the
   Rights evidenced by this Certificate may be redeemed by the Company at
   its option at a redemption price of $.01 per Right. Subject to the
   provisions of the Rights Agreement, the Company, at its option, may
   elect to mail payment of the redemption price to the registered holder
   of the Right at the time of redemption, in which event this
   Certificate may become void without any further action by the Company.

             No fractional shares of Common Stock will be issued upon the
   exercise of any Right or Rights evidenced hereby, but in lieu thereof
   a cash payment will be made, as provided in the Rights Agreement.

             No holder of this Right Certificate shall be entitled to
   vote or receive dividends or be deemed for any purpose the holder of
   Common Stock or of any other securities of the Company which may at
   any time be issuable on the exercise hereof, nor shall anything
   contained in the Rights Agreement or herein be construed to confer
   upon the holder hereof, as such, any of the rights of a stockholder of
   the Company or any right to vote for the election of directors or upon
   any matter submitted to stockholders at any meeting thereof, or to

                                     A-2







   give or withhold consent to any corporate action, or, to receive
   notice of meetings or other actions affecting stockholders (except as
   provided in the Rights Agreement), or to receive dividends or
   subscription rights, until the Right or Rights evidenced by this Right
   Certificate shall have been exercised as provided in the Rights
   Agreement.

             This Right Certificate shall not be valid or obligatory for
   any purpose until it shall have been countersigned by the Rights
   Agent.

             WITNESS the facsimile signature of the proper officers of
   the Company and its corporate seal.  Dated as of August 22, 2006.

   ATTEST:                                 NEWELL RUBBERMAID INC.


   ____________________________________    By:  _________________________
                  Secretary                     Title:

   Countersigned:

   COMPUTERSHARE INVESTOR SERVICES, LLC


   By:  _______________________________
             Authorized Signature


























                                     A-3







                 [Form of Reverse Side of Right Certificate]

                             FORM OF ASSIGNMENT
                             ------------------

              (To be executed by the registered holder if such
             holder desires to transfer the Right Certificate.)

             FOR VALUE RECEIVED _________________________________________

   hereby sells, assigns and transfers unto _____________________________

                (Please print name and address of transferee)

   _______________________________________  this Right Certificate,
   together with all right, title and interest therein, and does hereby
   irrevocably constitute and appoint __________________________
   Attorney, to transfer the within Right Certificate on the books of the
   within-named Company, with full power of substitution.


   Dated:  ________ __,



                                           Signature

        Signature Guaranteed:

             Signatures must be guaranteed by a member firm of a
   registered national securities exchange, a member of the National
   Association of Securities Dealers, Inc., or a commercial bank, savings
   association, credit union or trust company having an office or
   correspondent in the United States or other eligible guarantor
   institution which is a participant in a signature guarantee medallion
   program.

                                 Certificate
                                 -----------

             The undersigned hereby certifies by checking the appropriate
   boxes that:

        (1)  the Rights evidenced by this Rights Certificate [   ] are
   [   ] are not being sold, assigned or transferred by or on behalf of a
   Person who is or was an Acquiring Person or an Affiliate or Associate
   of any such Acquiring Person (as such terms are defined pursuant to
   the Rights Agreement);

        (2)  after due inquiry and to the best knowledge of the
   undersigned, it [   ] did [   ] did not acquire the Rights evidenced
   by this Rights Certificate from any Person who is or was or

                                     A-4







   subsequently became an Acquiring Person or an Affiliate or Associate
   of an Acquiring Person.

   Dated:  __________ __, ____
                                           Signature


                                   NOTICE
                                   ------

             The signature to the foregoing Assignment must correspond to
   the name as written upon the face of this Right Certificate in every
   particular, without alteration or enlargement or any change
   whatsoever.







































                                     A-5







                        FORM OF ELECTION TO PURCHASE
                        ----------------------------

                    (To be executed if holder desires to
                   exercise the Right Certificate pursuant
               to Section 11(a)(ii) of the Rights Agreement.)

   To NEWELL RUBBERMAID INC.

             The undersigned hereby irrevocably elects to exercise
   _____________________________________  Rights represented by this
   Right Certificate to purchase the shares of Common Stock or other
   securities or property issuable upon the exercise of such Rights and
   requests that certificates for such shares be issued in the name of:

   Please insert social security
   or other identifying number  _______________


                       (Please print name and address)




             The Rights Certificate indicating the balance, if any, of
   such Rights that may still be exercised pursuant to Section 11(a)(ii)
   of the Rights Agreement shall be returned to the undersigned unless
   such person requests that the Rights Certificate be registered in the
   name of and delivered to:

        (Please insert social security or other identifying number.)
       (Complete only if the Rights Certificate is to be registered in
                    a name other than the undersigned's.)

                       (Please print name and address)



   Dated:  __________ __, ____
                                           Signature

   Signature Guaranteed:

             Signatures must be guaranteed by a member firm of a
   registered national securities exchange, a member of the National
   Association of Securities Dealers, Inc., or a commercial bank, savings
   association, credit union or trust company having an office or
   correspondent in the United States or other eligible guarantor
   institution which is a participant in a signature guarantee medallion
   program.



                                     A-6







          [Form of Reverse Side of Rights Certificate -- continued]

                                 Certificate
                                 -----------

             The undersigned hereby certifies that by checking the
   appropriate boxes that:

             (1)   the Rights evidenced by this Rights Certificate [   ]
   are [   ] are not being exercised by or on behalf of a Person who is
   or was an Acquiring Person or an Affiliate or Associate of any such
   Acquiring Person (as such terms are defined pursuant to the Rights
   Agreement);

             (2)  this Rights Certificate [   ] is [   ] is not being
   sold, assigned and transferred by or on behalf of a Person who is or
   was an Acquiring Person or an Affiliate or Associate of any such
   Acquiring Person;

             (3)  after due inquiry and to the best knowledge of the
   undersigned, it [    ] did [    ] did not acquire the Rights evidenced
   by this Rights Certificate from any Person who is, was or subsequently
   became an Acquiring Person or an Affiliate or Associate of an
   Acquiring Person.

   Dated:  ____________ __, ____

                                           Signature

                                   NOTICE
                                   ------
             The signature on the foregoing Forms of Assignment and
   Election to Purchase and Certificates must correspond to the name as
   written upon the face of this Rights Certificate in every particular,
   without alteration or enlargement or any change whatsoever.

             In the event the certification set forth above in the Form
   of Assignment or the Form of Election to Purchase, as the case may be,
   is not completed, the Company and the Rights Agent will deem the
   Beneficial Owner of the Rights evidenced by this Rights Certificate to
   be an Acquiring Person or an Affiliate or Associate thereof (as such
   terms are defined in the Rights Agreement) and such Assignment or
   Election to Purchase will not be honored.










                                     A-7







                                                                EXHIBIT B
                                                                ---------

                           NEWELL RUBBERMAID INC.
                        SUMMARY OF RIGHTS TO PURCHASE
                                COMMON STOCK

        On August 6, 1998, the Board of Directors of NEWELL RUBBERMAID
   INC. (the "Company") declared a dividend distribution of one Right for
   each outstanding share of Common Stock, $1.00 par value (the "Common
   Stock"), of the Company to the stockholders of record on October 31,
   1998 (the "Record Date").  Each Right entitles the registered holder
   to purchase from the Company one share of Common Stock at a price of
   $200 per share (the "Purchase Price"), subject to adjustment.  The
   description and terms of the Rights are set forth in a Rights
   Agreement (the "Rights Agreement") between the Company and First
   Chicago Trust Company of New York, which was amended to remove First
   Chicago Trust Company of New York as Rights Agent and to appoint The
   Bank of New York as the new Rights Agent, which was further amended to
   remove The Bank of New York as Rights Agent and to appoint
   Computershare Investor Services, LLC as the new Rights Agent (the
   "Rights Agent").  The Rights replaced the share purchase rights which
   were initially distributed to the Company's stockholders by a dividend
   in 1988 and which expired by their own terms on October 31, 1998.

        Until the earlier to occur of (i) the tenth business day after a
   public announcement that, without the prior consent of the Company, a
   person or group of affiliated or associated persons acquired, or
   obtained the right to acquire, beneficial ownership of 15% or more of
   the outstanding shares of Common Stock of the Company (such person or
   group being called an "Acquiring Person" and such date of first public
   announcement being called the "Stock Acquisition Date"), or (ii) the
   tenth business day after the commencement or announcement of an
   intention to make a tender offer or exchange offer which would result
   in any person or group of affiliated or associated persons becoming an
   Acquiring Person (the earlier of such dates being called the
   "Distribution Date"), the Rights will be evidenced, with respect to
   any of the Company's Common Stock certificates outstanding as of the
   Record Date, by such Common Stock certificate with a copy of this
   Summary of Rights attached thereto.  The Rights Agreement provides
   that, until the Distribution Date, the Rights will be transferred with
   and only with the Company's Common Stock.  Until the Distribution Date
   (or earlier redemption or expiration of the Rights), new Common Stock
   certificates issued after the Record Date upon transfer or new
   issuance of the Company's Common Stock will contain a notation
   incorporating the Rights Agreement by reference.  Until the
   Distribution Date (or earlier redemption or expiration of the Rights),
   the surrender for transfer of any of the Company's Common Stock
   certificates outstanding as of the Record Date will also constitute
   the transfer of the Rights associated with the Common Stock
   represented by such certificate.  As soon as practicable following the
   Distribution Date, separate certificates evidencing the Rights

                                     B-1







   ("Rights Certificates") will be mailed to holders of record of the
   Company's Common Stock as of the close of business on the Distribution
   Date and, thereafter, such separate Rights Certificates alone will
   evidence the Rights.

        The Rights are not exercisable until the Distribution Date.  The
   Rights will expire on October 31, 2008, unless earlier redeemed by the
   Company as described below.

        The Purchase Price payable, and the number of shares of Common
   Stock or other securities or property issuable, upon exercise of the
   Rights are subject to adjustment from time to time to prevent dilution
   (i) in the event of a stock dividend on, or a subdivision, combination
   or reclassification of the Common Stock, (ii) upon the grant to
   holders of Common Stock of certain rights, options or warrants to
   subscribe for shares of Common Stock or convertible securities at less
   than the current market price of the Common Stock or (iii) upon the
   distribution to holders of Common Stock of evidences of indebtedness
   or assets (excluding (a) a regular periodic cash dividend or (b) a
   dividend payable in Common Stock) or of subscription rights, options
   or warrants (other than those referred to above).

        In the event that a person becomes the beneficial owner of 15% or
   more of the outstanding shares of Common Stock (i.e., becomes an
   Acquiring Person), each holder of a Right, other than Rights
   beneficially owned by the Acquiring Person (which will be void),  will
   have the right to receive upon exercise thereof, that number of shares
   of Common Stock  having a market value of two times the exercise price
   of the Right (such right being called the "Flip-In" right).

        In the event that, on or after the Stock Acquisition Date, the
   Company were acquired in a merger or other business combination, or
   50% or more of its assets or earning power were sold, proper provision
   shall be made so that each holder of a Right shall thereafter have the
   right to receive, upon the exercise thereof at the then current
   exercise price of the Right, that number of shares of common stock of
   the acquiring company which at the time of such transaction would have
   a market value of two times the exercise price of the Right.  In the
   event that the Company were the surviving corporation in a merger
   involving the Acquiring Person and the Common Stock were not changed
   or exchanged, proper provision shall be made so that each holder of a
   Right, other than Rights beneficially owned by the Acquiring Person
   (which will be void), will thereafter have the right to receive upon
   exercise that number of shares of the Common Stock having a market
   value of two times the exercise price of the Right (such right being
   called the "Flip-Over" right).  The holder of a right will no longer
   have a Flip-Over right if, and to the extent that, he has exercised
   his Flip-In right.

        With certain exceptions, no adjustment in the Purchase Price will
   be required until cumulative adjustments require an adjustment of at
   least 1% in such Purchase Price. No fractional shares will be issued

                                     B-2







   and, in lieu thereof, a cash payment will be made based on the market
   price of the Common Stock on the last trading date prior to the date
   of exercise.

        At any time prior to the time that there is an Acquiring Person,
   the Company may, at its option, redeem the Rights in whole but not in
   part, at a price of $.001 per Right (the "Redemption Price").
   Immediately upon the authorization of the redemption of the Rights by
   the Board of Directors of the Company, the Rights will terminate and
   the only right of the holders of Rights will be to receive the
   Redemption Price.

        Until a Right is exercised, the holder thereof, as such, will
   have no rights as a stockholder of the Company, including, without
   limitation, the right to vote or to receive dividends.

        The Board of Directors of the Company may amend the Rights
   Agreement at any time prior to the time that there is an Acquiring
   Person, provided that no amendment may adversely affect the interests
   of the holders of the Rights.

        A copy of the Rights Agreement has been filed with the Securities
   and Exchange Commission as an Exhibit to a Registration Statement on
   Form 8-A dated August 28, 1998, a first amendment to the Rights
   Agreement has been filed with the Securities and Exchange Commission
   as an Exhibit to a Registration Statement on Form 8-A/A dated October
   27, 2003 and a second amendment to the Rights Agreement has been filed
   with the Securities and Exchange Commission as an Exhibit to a
   Registration Statement on Form 8-A/A dated August 22, 2006.  A copy of
   the Rights Agreement is available to all Right holders free of charge
   from the Company.  This summary description of the Rights does not
   purport to be complete and is qualified in its entirety by reference
   to the Rights Agreement, which is hereby incorporated herein by
   reference.



















                                     B-3