EXHIBIT 10.3

NEWELL RUBBERMAID
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Traditional SERP Benefit

Effective January 1, 2004

NEWELL RUBBERMAID
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Traditional SERP Benefit
(Effective January 1, 2004)

Table of Contents

INTRODUCTION & HISTORY.......................................................................................... 1

I. NAME, PURPOSE, LEGAL STATUS............................................................................ 2

II. GENERAL DEFINITIONS.................................................................................... 3

III. ELIGIBILITY............................................................................................ 4

IV. SERP FORMULA........................................................................................... 6

V. VESTING................................................................................................ 9

VI. NORMAL RETIREMENT BENEFIT.............................................................................. 10

VII. EARLY RETIREMENT BENEFIT............................................................................... 12

VIII. PRERETIREMENT DEATH BENEFIT............................................................................ 14

IX. SPECIAL PROVISIONS..................................................................................... 16

X. ADMINISTRATION AND FINANCING........................................................................... 18

XI. AMENDMENT AND TERMINATION.............................................................................. 20

XII. MISCELLANEOUS.......................................................................................... 21

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NEWELL RUBBERMAID
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Traditional SERP Benefit
(Effective January 1, 2004)

INTRODUCTION & HISTORY

Effective January 1, 1982, Newell Operating Company (the "Company") originally
established the Newell Rubbermaid Supplemental Retirement Plan for Key
Executives (the "Prior Plan"). The Prior Plan was established to provide
supplemental retirement benefits to eligible Vice Presidents, Presidents and
above.

Effective January 1, 2004, the Company renamed the Prior Plan as the Newell
Rubbermaid Supplemental Executive Retirement Plan (the "SERP" or the "Plan") and
its benefit as the Traditional SERP Benefit. The Plan hereunder describes the
Traditional SERP Benefit effective as of January 1, 2004. The SERP, in
conjunction with the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan,
provides certain benefits to eligible employees.

Retirement Choice Program (2004)

Under the Newell Rubbermaid Retirement Choice Program effective January 1, 2004,
each existing Vice President under the Prior Plan as of December 31, 2003 made a
one-time choice to (i) remain in the current Traditional SERP Benefit or (ii)
join the new SERP Cash Account under the Newell Rubbermaid Inc. 2002 Deferred
Compensation Plan effective January 1, 2004, with the transfer to the SERP Cash
Account of his benefit under the Prior Plan as an equivalent lump sum amount. An
existing Vice President electing to remain in the Traditional SERP Benefit is
ineligible for the SERP Cash Account. A new or newly promoted Vice President
participates only in the SERP Cash Account, with prospective benefits as
provided thereunder.

Each existing President or above under the Prior Plan as of December 31, 2003
had (i) remained in the Traditional SERP Benefit and (ii) began participation in
the SERP Cash Account effective January 1, 2004, with an opening balance under
the SERP Cash Account equal to his benefit under the Prior Plan as an equivalent
lump sum amount (but without the transfer thereof to the SERP Cash Account). A
President or above who first becomes eligible for the SERP on or after January
1, 2004 (including therefore any existing or future Vice President promoted to
President or above) also will participate in both (i) the Traditional SERP
Benefit (with a modified SERP formula) and (ii) SERP Cash Account, with
prospective benefits as provided thereunder. (However, a Vice President who
elected to remain in the Traditional SERP Benefit will continue to participate
in the 67% SERP formula.)

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ARTICLE I
NAME, PURPOSE, LEGAL STATUS

1.1 Name. The Plan hereunder shall be known as the Newell Rubbermaid
Supplemental Executive Retirement Plan (the "SERP" or the "Plan"),
providing the Traditional SERP Benefit thereunder effective January 1,
2004.

1.2 Purpose. The purpose of the SERP and its Traditional SERP Benefit is to
provide supplemental retirement and death benefits for eligible Vice
Presidents, Presidents and above of the Company and Participating
Affiliates.

1.3 Prior Plan. Effective January 1, 2004, the SERP (as provided in the
Plan hereunder) shall supercede the Newell Rubbermaid Supplemental
Retirement Plan for Key Executives (the "Prior Plan"), for each (i)
existing Vice President, President and above under the Prior Plan as of
December 31, 2003, (ii) other current or former participant of the
Prior Plan who is not in pay status under the Prior Plan as of December
31, 2003 and (iii) reemployed pay status participant of the Prior Plan.
The Plan hereunder therefore shall exclusively govern the vesting,
entitlement, calculation and payment of the benefit of the foregoing
individuals under the SERP and the Prior Plan. Effective January 1,
2004, the Prior Plan shall continue to apply only to a pay status
participant or beneficiary of the Prior Plan as of December 31, 2003.

1.4 Legal Status. The Company intends the SERP to be an unfunded deferred
compensation plan for a select group of management or highly
compensated employees, within the meaning of Sections 201(2), 301(a)(3)
and 401(a)(1) of ERISA.

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ARTICLE II
GENERAL DEFINITIONS

2.1 "Affiliate" means any affiliated or subsidiary corporation of the
Company or Newell Co.

2.2 "Code" means the Internal Revenue Code of 1986, as amended.

2.3 "Committee" means the Newell Rubbermaid Benefit Plans Committee.

2.4 "Company" means Newell Operating Company, a Delaware corporation, or
any corporate successor thereto.

2.5 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

2.6 "Early Retirement Date" means the date defined in Section 7.2.

2.7 "Executive" means a Vice President, President or above of the Company
or a Participating Affiliate.

2.8 "New High Level Executive" means a President or above defined in
Section 3.2.

2.9 "Normal Retirement Date" means the date defined in Section 6.2.

2.10 "Participant" means an Executive (or a former Executive under the Prior
Plan) who becomes a Participant in the Traditional SERP Benefit under
Article III.

2.11 "Participating Affiliate" means Newell Co. or an Affiliate which adopts
the SERP with the consent of the Company.

2.12 "Pension Plan" means the Newell Rubbermaid Pension Plan, formerly the
Newell Pension Plan for Salaried and Clerical Employees.

2.13 "Prior Plan" means the Newell Rubbermaid Supplemental Retirement Plan
for Key Executives, as in effect prior to January 1, 2004.

2.14 "Retirement Choice Program" means the Newell Rubbermaid Retirement
Choice Program, effective January 1, 2004.

2.15 "SERP" or "Plan" means the Newell Rubbermaid Supplemental Executive
Retirement Plan, as provided in the plan hereunder, and as the
successor to the Prior Plan effective January 1, 2004, and providing
the Traditional SERP Benefit.

2.16 "SERP Cash Account" means the SERP Cash Account benefit under the
Newell Rubbermaid Inc. 2002 Deferred Compensation Plan, commencing
effective January 1, 2004.

2.17 "Traditional SERP Benefit" means the benefit provided in the Plan
hereunder, effective January 1, 2004.

2.18 "Years of Credited Service" means the years defined in Section 4.3.

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ARTICLE III
ELIGIBILITY

3.1 Existing Executives. Effective as of January 1, 2004, the following
Executives shall become a Participant in the Traditional SERP Benefit:

(a) Vice President. A Vice President as of January 1, 2004 who (i)
was a participant in the Prior Plan as of December 31, 2003,
(ii) is eligible for the SERP under Section 3.3 as of January
1, 2004 and (iii) elected under the Retirement Choice Program
to continue to participate in the Traditional SERP Benefit.
Each such Vice President will not participate in the SERP Cash
Account.

(b) President or Above. A President or above who (i) was a
participant in the Prior Plan as of December 31, 2003 and (ii)
is eligible for the SERP under Section 3.3 as of January 1,
2004. Each such President or above also will participate in
the SERP Cash Account effective January 1, 2004 and will have
an opening balance under the SERP Cash Account equal to his
benefit under the Prior Plan as an equivalent lump sum amount
(but without the transfer thereof to the SERP Cash Account).

Each Vice President as of January 1, 2004 who elected to participate in
the SERP Cash Account under the Retirement Choice Program shall
participate only in the SERP Cash Account and, therefore, will be
ineligible for the Traditional SERP Benefit. Further, each Vice
President after January 1, 2004 shall participate only in the SERP Cash
Account (if otherwise eligible thereunder) and, therefore, will be
ineligible for the Traditional SERP Benefit.

3.2 New High Level Executive. Effective on and after January 1, 2004, a New
High Level Executive (as defined herein) shall become a Participant in
the Traditional SERP Benefit effective on the date established for him
by the Company. Each such New High Level Participant shall (i) have a
modified SERP formula under Section 4.1 and (ii) participate in the
SERP Cash Account, with prospective benefits as provided thereunder
(and, therefore, with no opening balance under the SERP Cash Account
for his benefit under the Prior Plan).

A "New High Level Executive" is an Executive who (i) is a President or
above and (ii) first becomes eligible (or reeligible) for the SERP
under Section 3.3 on or after January 1, 2004. A New High Level
Executive, therefore, may include any existing or future Vice President
promoted to President or above, including a Vice President under
Section 3.1(a) (who elected to continue to participate in the
Traditional SERP Benefit) or Vice President under Section 3.5 (who
elected to participate in the SERP Cash Account).

3.3 SERP Eligibility. An Executive is "eligible for the SERP" if he is (i)
a participant in Bonus Categories A or A/B of the Newell Rubbermaid
Management Bonus Plan, (ii) an active participant in the Pension Plan,
(iii) a citizen or a resident alien of the United States and (iv)
designated for participation in the SERP by the Company.

3.4 Suspension of Participation. An Executive's participation in the
Traditional SERP Benefit shall be suspended if he undergoes an
employment status change under Section 9.3.

3.5 Existing Vice Presidents Electing SERP Cash Account. A Vice President
as of January 1, 2004 who was a participant in the Prior Plan as of
December 31, 2003 and elected under the Retirement

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Choice Program to participate in the SERP Cash Account (and therefore
transfer his benefit under the Prior Plan as an equivalent lump sum
amount to the SERP Cash Account) shall not participate in the
Traditional SERP Benefit and otherwise shall discontinue participation
in the Prior Plan. The foregoing Vice President shall have no benefit
under the SERP and otherwise have no further benefit recognizable or
payable under the Prior Plan.

3.6 Prior Plan Participant. Effective January 1, 2004, a participant of the
Prior Plan (other than a Participant under Section 3.1) shall become a
Participant in the Traditional SERP Benefit if he is not in pay status
under the Prior Plan as of December 31, 2003. The SERP therefore shall
exclusively govern the vesting, entitlement, calculation and payment of
the benefit of the foregoing individuals under the SERP and the Prior
Plan, including therefore the calculation of his benefit using the SERP
formula in Section 4.1.

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ARTICLE IV
SERP FORMULA

4.1 SERP Formula. The SERP shall use the following formula to calculate a
Participant's retirement benefit, payable commencing on his Normal
Retirement Date:

(a) Gross Benefit: 67% x his Final Average Pay (under Section 4.2)
/ 12, x his Years of Credited Service (under Section 4.3) up
to 25 / 25

(b) less his Pension Plan Monthly Benefit (under Section 4.4)

(d) less his SERP Cash Account Benefit, Other Benefits (under
Sections 4.6, 4.7)

(e) Equals his SERP Monthly Benefit

However, in the case of a Participant who is a New High Level Executive
(other than a Vice President under Section 3.1(a)), "50%" shall be
substituted for "67%" in the foregoing formula.

4.2 Final Average Pay. A Participant's "Final Average Pay" is the sum of
his annual compensation (as defined herein) during the five consecutive
calendar years in which his annual compensation was the highest,
divided by five years.

The Participant's "annual compensation" is his base salary and bonus
from the Company and the Participating Affiliates paid during a
calendar year (including any years prior to his SERP participation).
The Participant's annual compensation, therefore, is not reduced by any
elective contributions from his base salary or bonus made under the
Newell Rubbermaid 401(k) Savings Plan, Newell Rubbermaid Inc. 2002
Deferred Compensation Plan or any Code Section 125 plan maintained by
the Company or a Participating Affiliate.

If the Participant has not been employed for five full calendar years,
his Final Average Pay is the monthly average of his annual compensation
while employed with the Company and the Participating Affiliates.

4.3 Years of Credited Service. A Participant's "Years of Credited Service"
are his whole and fractional years of continuous service which begin
and end on the following dates:

(a) Begins--The Participant's "credited service date," i.e., the
date of his initial employment as an employee with the
Company, a Participating Affiliate or Affiliate, but starting
no sooner than the date any such Affiliate is owned by Newell
Rubbermaid. The Participant's credited service date,
therefore, may precede the date of his participation in the
SERP or promotion to Vice President.

(b) Ends--The date of the Participant's termination of employment
as an employee with the Company and all Participating
Affiliates (or the earlier suspension of his SERP
participation).

For measurement purposes, the Participant shall receive (i) a whole
year for each 365 days of continuous service (or, for leap years, 366
days) and (ii) a fractional year equal to his days of continuous
service divided by 365 days. The Committee may round years under any
methodology.

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4.4 Pension Plan. The SERP formula in Section 4.1 contains a reduction for
the Participant's monthly benefit under the Pension Plan. This "offset"
amount is based on the Participant's marital status on the commencement
date of his SERP and Pension Plan retirement benefits, as follows:

(a) Married--If the Participant is married (and has been married
to the same spouse for the one year period ending on the
commencement date of his retirement benefits), the "offset"
amount is the monthly amount from the Pension Plan payable in
a qualified joint and 50% survivor annuity with his spouse.

(b) Single--If the Participant is not so married under subsection
(a), the "offset" amount is the monthly amount from the
Pension Plan payable in a single life annuity.

The foregoing offset amounts are determined as of the commencement date
of the Participant's retirement benefits from the Pension Plan and
SERP.

The reduction for the Participant's Pension Plan benefit, therefore, is
not the actual monthly amount he receives from the Pension Plan under
the annuity form he elected under the Pension Plan. Rather, the
reduction is the foregoing offset amount based on the Participant's
marital status at the commencement of his retirement benefits.

4.5 Social Security Benefit. The SERP formula in Section 4.1 also contains
a reduction for the Participant's monthly primary Social Security
benefit (without conversion for his marital status). This "offset"
amount is the Social Security benefit amount payable on the
commencement date of the Participant's SERP and Pension Plan retirement
benefits. However, if the Participant is not at least age 62 when his
SERP and Pension Plan retirement benefits begin, his primary Social
Security benefit shall be calculated as of his 65th birthday, but
assuming his annual compensation under Section 4.2 continues to age 65.
Then his primary Social Security benefit, as then determined as of his
65th birthday, shall be reduced by .5% per month (or 6% per year) for
which the commencement date of his SERP and Pension Plan retirement
benefits precede his 65th birthday.

4.6 SERP Cash Account Benefit. The Participant's Traditional SERP Benefit
under the SERP formula in Section 4.1 shall be reduced by the actuarial
equivalent amount of his SERP Cash Account (if any) as of the
commencement date of his SERP and Pension Plan retirement benefits. For
this purpose, actuarial equivalence shall be determined (i) by
converting the SERP Cash Account to an equivalent single life annuity
based on the Participant's single life expectancy (and therefore
without regard to his marital status as of the commencement date of his
SERP and Pension Plan retirement benefits) and (ii) based on actuarial
assumptions and procedures prescribed by the Committee from time to
time, consistent with Section 9.7.

The foregoing reduction for the Participant's SERP Cash Account shall
apply to his entire SERP Cash Account, including therefore the portion
thereof attributable to (i) in the case of a New High Level Executive
who was a Vice President under Section 3.5 who elected to join the new
SERP Cash Account effective January 1, 2004, his benefit under the
Prior Plan transferred as an equivalent lump sum amount to the SERP
Cash Account or (ii) in the case of a President or above under Section
3.1(b), the opening balance under the SERP Cash Account equal to his
benefit under the Prior Plan as an equivalent lump sum amount.

4.7 Other Benefits. The Participant's Traditional SERP Benefit shall be
reduced, in an amount determined by the Committee, by any benefits
under any other plan, agreement or arrangement (whether tax qualified
or nonqualified) maintained by the Company or an Affiliate that
provides

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him retirement benefits, including any other amounts determined by the
Company such as under an acquired company's supplemental retirement
plan or under any severance arrangement.

However, the Participant's Traditional SERP Benefit shall not be
reduced by any benefit under (i) a qualified retirement plan containing
a cash or deferred arrangement under Section 401(k) of the Code or (ii)
the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan, other than
the SERP Cash Account.

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ARTICLE V
VESTING

5.1 Vesting Requirements. A Participant must become vested to be entitled
to receive the Traditional SERP Benefit. The Participant shall become
"vested" in his Traditional SERP Benefit under any following
circumstance:

(a) Employment on or after age 60 (under Section 5.2).

(b) Involuntary termination with 15 Years of Credited Service
(under Section 5.3).

Once vested, the Participant shall receive a normal retirement benefit
from the SERP under Article VI. Or he may be eligible to elect an early
retirement benefit under Article VII. If the Participant dies during
employment, he shall be eligible for a preretirement death benefit
under Article VIII.

5.2 Employment At Age 60. A Participant shall become vested if he is
employed as an employee on or after his 60th birthday with the Company,
a Participating Affiliate or other Affiliate. He does not need 15 Years
of Credited Service to become vested in this case.

5.3 Involuntary Termination. A Participant also shall become vested if he
(i) is involuntarily terminated from employment with the Company, any
Participating Affiliate or other Affiliate before age 60 and (ii) has
at least 15 Years of Credited Service.

5.4 Non-Vested Termination. If a Participant terminates employment with the
Company and all Participating Affiliates and other Affiliates before
meeting either vesting requirement under Section 5.2 or 5.3 (or
becoming vested upon a business sale under Section 9.4), he shall not
receive any benefit from the SERP whatsoever. However, if he is
reemployed, he may receive credit for his prior Years of Credited
Service under Section 9.6.

5.5 Death During Employment. A Participant shall become vested if he dies
while an employee with the Company, a Participating Affiliate or other
Affiliate. The Participant does not need 15 Years of Credited Service
to become vested under this circumstance.

5.6 Forfeiture Events. Even if vested, a Participant shall cease to be
vested, and thereafter not entitled to any benefit from the SERP
(regardless if it commenced), under certain prescribed circumstances
involving his conduct under Section 9.5.

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ARTICLE VI
NORMAL RETIREMENT BENEFIT

6.1 SERP Formula. If a Participant is vested under Article V, he shall
receive a "normal" retirement benefit following his termination of
employment with the Company and all Affiliates and commencing on his
Normal Retirement Date. The Participant's normal retirement benefit
shall equal his "SERP Monthly Benefit" amount under the SERP formula in
Section 4.1, calculated and paid as of his Normal Retirement Date.

6.2 Normal Retirement Date. A Participant's "Normal Retirement Date" means
the first day of the month coincident with or next following his 65th
birthday. However, if he continues employment after age 65, his Normal
Retirement Date is the first day of the month on or after the date of
his termination of employment with the Company and all Affiliates.

6.3 Actual Commencement. A Participant's SERP normal retirement benefit
shall commence when he elects to begin his retirement benefit under the
Pension Plan. The Participant shall receive a "normal" retirement
benefit from the SERP if his Pension Plan retirement benefit commences
on his Normal Retirement Date.

6.4 Normal Annuity Form. A Participant's SERP normal retirement benefit is
payable in the following "normal" annuity form, based on his marital
status on the commencement date of his SERP and Pension Plan retirement
benefits:

(a) Married--If he is married (and he has been married to the same
spouse for the one year period ending on the commencement date
of his retirement benefits), his SERP retirement benefit is
payable in a qualified joint and 50% survivor annuity with his
spouse.

(b) Single--If he is not so married under subsection (a), his SERP
retirement benefit is payable in a single life annuity.

The normal annuity form of his SERP retirement benefit, therefore,
shall not be the actual annuity form in which he receives his
retirement benefit from the Pension Plan. Rather, the normal annuity
form is based solely on his marital status at the commencement of his
retirement benefits.

6.5 Pension Plan Annuity Forms. A Participant's normal retirement benefit
from the SERP shall be paid in the same annuity form as he elects to
receive his retirement benefit under the Pension Plan, from among the
following annuity forms:

(a) A single life annuity

(b) A joint and 50% survivor annuity

(d) A single life and 10 year certain annuity

If the Participant elects to receive his Pension Plan retirement
benefit in his "married" or "single" normal annuity form under Section
6.4, his SERP retirement benefit shall equal his exact normal
retirement benefit under Section 6.1. Otherwise, if he elects another
foregoing listed annuity form, his actual SERP retirement benefit shall
be an actuarial equivalent amount of his SERP normal retirement benefit
payable in his "married" or "single" normal annuity form.

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If the Participant elects an annuity form under the Pension Plan other
than one of the foregoing listed annuity forms, he still must elect to
receive his SERP retirement benefit in one of the foregoing annuity
forms. His actual SERP retirement benefit shall be an actuarial
equivalent amount of his SERP normal retirement benefit payable in his
"married" or "single" normal annuity form.

The Participant may elect an annuity form under the Pension Plan, and
otherwise designate his spouse or any other person as his survivor
beneficiary under the annuity form, provided his spouse (if married)
consents to the annuity form and beneficiary designation.

6.6 Lump Sum for Small Benefits. The Traditional SERP Benefit does not
allow a lump sum payment. However, if the lump sum present value of a
Participant's SERP benefit is under $20,000, his benefit shall be paid
in a lump sum under Section 7.6.

6.7 Preretirement Death Benefit. If a Participant is vested under Article V
and dies before the commencement date of his SERP retirement benefit,
the SERP shall not pay a retirement benefit to any person. Instead, the
Participant shall be eligible for a preretirement death benefit from
the SERP under Article VIII.

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ARTICLE VII
EARLY RETIREMENT BENEFIT

7.1 SERP Formula. If a Participant is vested under Article V, he may elect
an "early" retirement benefit following his termination of employment
with the Company and all Affiliates and commencing on or after his
Early Retirement Date and before his Normal Retirement Date.

The Participant's early retirement benefit shall equal his "SERP
Monthly Benefit" amount under the SERP formula in Section 4.1,
calculated and payable as of the date he elects to begin his SERP and
Pension Plan retirement benefits on or after his Early Retirement Date.

However, the "Gross Benefit" amount under the SERP formula shall be
reduced by .5% per month (or 6% per year) for which the commencement
date of his SERP and Pension Plan retirement benefits precedes his
Normal Retirement Date.

7.2 Early Retirement Date. A Participant's "Early Retirement Date" means
the first day of the month coincident with or next following the date
he has both (i) reached his 60th birthday and (ii) been credited with
at least 15 years of early retirement service. The Participant's "years
of early retirement service" are his years of vesting service under the
Pension Plan.

7.3 Actual Commencement. A Participant's SERP early retirement benefit
shall commence when he elects to begin his retirement benefit under the
Pension Plan. The Participant shall receive an early retirement benefit
from the SERP if his Pension Plan retirement benefit commences on or
after his Early Retirement Date and before his Normal Retirement Date.

7.4 Normal Annuity Form. A Participant's SERP early retirement benefit is
payable in his "normal" annuity form based on his marital status on the
commencement date of his SERP and Pension Plan retirement benefits, as
provided under Section 6.4 for a normal retirement benefit.

7.5 Pension Plan Annuity Forms. A Participant's SERP retirement benefit
shall be paid in the same annuity form as he elects to receive his
retirement benefit under the Pension Plan, from among the annuity forms
provided under Section 6.5 for a normal retirement benefit.

If the Participant elects to receive his Pension Plan retirement
benefit in his "married" or "single" normal annuity form under Section
7.4, his SERP retirement benefit shall equal his exact early retirement
benefit under Section 7.1. Otherwise, if the Participant elects another
foregoing listed annuity form, his actual SERP retirement benefit shall
be an actuarial equivalent amount of his SERP early retirement benefit
payable in his "married" or "single" normal annuity form.

If the Participant elects an annuity form under the Pension Plan other
than one of the foregoing listed annuity forms, he still must elect to
receive his SERP retirement benefit in one of the foregoing annuity
forms. The Participant's actual SERP retirement benefit shall be an
actuarial equivalent amount of his SERP early retirement benefit
payable in his "married" or "single" normal annuity form.

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7.6 Lump Sum for Small Benefits. The Traditional SERP Benefit does not
allow a lump sum payment. However, if the present value of a
Participant's benefit under the SERP following his termination of
employment with the Company and all Affiliates is under $20,000,
calculated at any time on or after his Early Retirement Date, then he
shall receive his SERP benefit in a lump sum payment equal to this
present value amount as soon as practicable after its calculation. A
lump sum payment, therefore, shall be paid no sooner than his Early
Retirement Date and only then if under $20,000.

7.7 Preretirement Death Benefit. If a Participant is vested under Article V
and dies before the commencement date of his SERP retirement benefit,
the SERP shall not pay a retirement benefit to any person. Instead, the
Participant shall be eligible for a preretirement death benefit from
the SERP under Article VIII.

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ARTICLE VIII
PRERETIREMENT DEATH BENEFIT

8.1 Death During Employment. If a Participant dies while employed, he
automatically becomes vested in his Traditional SERP Benefit under
Section 5.5 (regarding death during employment). In this case, a
Participant's surviving spouse (if marrried for at least the one year
period ending on his death) shall receive a monthly death benefit of
33.5% of his Final Average Pay (under Section 4.2) divided by 12
(therefore without any proration if he has less than 25 Years of
Credited Service), less his death benefits from the Pension Plan, SERP
Cash Account (if any) under Section 4.6 and other retirement benefit
arrangements under Section 4.7 in amounts determined by the Company and
even if not yet payable. A reduction shall not be made regarding the
Participant's Social Security benefit.

The death benefit shall commence effective as of the first day of the
month after the Participant's death, even if before his Early
Retirement Date. Further, the benefit shall not be reduced for
commencement before his Normal Retirement Date. The benefit shall be
paid to the Participant's surviving spouse until his or her death.
However, the benefit in any event shall cease when the Participant
would have reached his 65th birthday (or, if later, the 15th
anniversary of his death).

Also, if at the death or remarriage of the Participant's spouse the
Participant has dependent children (as defined herein), the death
benefit to his spouse shall be suspended but shall continue to be paid
to his dependent children (in pro rata amounts) for as long as they are
dependent children. However, the benefit in any event shall stop when
the Participant would have reached his 65th birthday (or, if later, the
15th anniversary of his death). When the Participant's children are no
longer dependent children, any remaining death benefit payments shall
resume to his remarried spouse.

If the Participant dies without a surviving spouse, but with dependent
children, the benefit shall be paid to his dependent children for as
long as they are dependent children. However, the benefit in any event
shall stop when the Participant would have reached his 65th birthday
(or, if later, the 15th anniversary of his death).

If the Participant dies without a surviving spouse or dependent
children, the death benefit is not paid to any person.

For purposes of this Section, the term "dependent children" means
unmarried children under (i) age 18 or (ii) age 22, if a full-time
student at an elementary or secondary school, a vocational or
professional school or an accredited college or university as an
undergraduate or graduate student.

8.2 Death Before Commencement. If a Participant is vested in his
Traditional SERP Benefit under Article V (other than under Section 5.5
regarding death during employment) and dies after termination of
employment with the Company and all Affiliates but before commencement
of his SERP retirement benefit, his surviving spouse (if marrried for
at least the one year period ending on his death) shall receive a
monthly death benefit of the 50% survivor benefit the spouse would have
received under a qualified joint and 50% survivor annuity commencing on
his Normal Retirement Date under Section 6.1.

The death benefit shall commence effective as of the first day of the
month after the Participant's death, even if before his Early
Retirement Date. Further, the benefit shall not be reduced for

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commencement before his Normal Retirement Date. The benefit shall be
paid for the life of his surviving spouse, but for no more than 15
years.

If the Participant dies without a surviving spouse, the death benefit
is not paid to any person.

8.3 Commencement Date. For purposes of the SERP, the term "commencement
date" shall refer to the first day of the month for which the
Participant's SERP and Pension Plan retirement benefits are payable to
the Participant. Accordingly, the entitlement to a preretirement death
benefit under this Article shall apply if he dies before the first day
of such month. If a Participant dies on or after the first day of such
month, no preretirement death benefit will be payable from the SERP. In
this case, the SERP will pay only whatever survivor benefit is payable
under the terms of the annuity form the Participant elected to receive
his SERP retirement benefit.

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ARTICLE IX
SPECIAL PROVISIONS

9.1 Disability During Employment. If a Participant becomes disabled or
unable to work due to injury or sickness while an employee with the
Company, a Participating Affiliate or an Affiliate, his SERP
participation shall be suspended on the date of his termination of
employment and, thereafter, he shall cease to accrue further increases
to his accrued benefit under the SERP formula under Section 4.1. The
Participant's "Gross Benefit" under the SERP formula shall be
calculated on the date of his termination of employment.

However, if approved by the Committee, while he is receiving salary
continuation benefits he shall continue to be credited with (i) Years
of Credited Service to determine his vested status for involuntary
termination purposes under the SERP under Section 5.3 and (ii) years of
early retirement service to determine his eligibility for an early
retirement benefit under Section 7.2.

9.2 Leaves of Absence, Severance Pay. A Participant's annual compensation
and Years of Credited Service shall include leaves of absence
authorized by the Company and such other periods of employment as
determined by the Committee. However, the Participant's annual
compensation and Years of Credited Service shall not include any period
following his termination of employment during which he receives
severance pay.

9.3 Suspension of Participation. If a Participant is demoted from President
or Vice President (including therefore a President demoted to Vice
President), transfers employment to a non-Participating Affiliate or
ceases to be designated by the Company as eligible for the SERP, his
participation in the SERP shall be suspended and he shall cease to
accrue further increases to his accrued benefit under the SERP formula
in Section 4.1. The Participant's "Gross Benefit" under the SERP
formula shall be calculated as if he terminated employment on the date
of his employment status change.

However, if approved by the Committee, a Participant shall continue to
be credited with (i) Years of Credited Service to determine his vested
status for involuntary termination purposes under Section 5.3 and (ii)
years of early retirement service to determine his eligibility for an
early retirement benefit under Section 7.2.

Notwithstanding the foregoing, the Committee, in its discretion, may
allow the continued participation of any President or above who becomes
a Vice President (if otherwise eligible for the SERP under Section
3.3).

9.4 Vesting on Sale of an Affiliate. If a Participant has either reached
his 60th birthday or been credited with at least 15 Years of Credited
Service, and he is employed on the date of the sale of his Affiliate or
division of the Company, he shall become vested in the Traditional SERP
Benefit.

9.5 Forfeiture Events. Even if a Participant is vested under Article V or
Section 9.4, he shall cease to be vested, and thereafter not be
entitled to any benefit from the SERP (regardless if it commenced),
under any following circumstance:

(a) The Participant's employment is terminated at any time because
of any act or failure to act on his part which constitutes
fraud, misappropriation, theft or embezzlement of the Company
or an Affiliate's funds or intentional breach of fiduciary
duty, including a

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breach of the Company or Affiliate's Code of Business Conduct
involving the Company or an Affiliate.

(b) At any time the Participant engages in competition with, or
work for another business entity in competition with, the
Company or an Affiliate in the areas that it serves.

(c) At any time the Participant makes any unauthorized disclosure
of any trade or business secrets or privileged information
acquired during his employment with the Company or an
Affiliate.

(d) At any time the Participant is found to have misappropriated,
stolen or embezzled funds from the Company or an Affiliate.

(e) At any time the Participant fraudulently, dishonestly or shall
fully cause the Company or an Affiliate to suffer any loss of,
or damage to, money or other property belonging to it or for
the care and protection of which it is responsible or to its
reputation.

(f) At any time the Participant is discharged by the Company or an
Affiliate for repeated drunkenness on the job.

(g) At any time the Participant is convicted of a felony connected
with his employment by the Company or an Affiliate.

Further, even if a Participant is vested, he shall cease to be vested,
and thereafter not entitled to any benefit from the SERP (regardless if
it commenced), if (i) his death occurs during first 24 months of
participation in the SERP as a result of suicide or (ii) he made a
material misrepresentation in any form or document provided by him to
or for the benefit of the Company or an Affiliate.

9.6 Reemployment. Upon a Participant's non-vested termination of
employment, his accrued benefit under the SERP formula and Years of
Credited Service shall be immediately forfeited under Article V. If the
Participant is ever reemployed and eligible for the SERP under Section
3.3, the Committee may in its discretion reinstate all or some of his
previous accrued benefit and prior Years of Credited Service.

If a Participant was vested at termination of employment under Article
V and he is ever reemployed and eligible for the SERP under Section
3.3, he shall reparticipate in the SERP and continue to accrue
increases to his accrued benefit under the SERP formula and his Years
of Credited Service under Section 4.1. If the Participant's retirement
benefit has commenced, the Committee in its discretion may suspend the
benefit. In any event, upon subsequent retirement, his retirement
benefit would be recalculated to take into account subsequent increases
to his accrued benefit and previous retirement benefit payments.

9.7 Actuarial Equivalence. For purposes of the SERP, all references to
"actuarial equivalence" shall be determined by the Committee using
actuarial assumptions prescribed by the Committee from time to time for
any particular purpose of the SERP. A participant shall not be entitled
to any grandfathering of benefits in the event of any change in
actuarial assumptions.

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ARTICLE X
ADMINISTRATION AND FINANCING

10.1 Plan Administration. The SERP is administered by the Committee. The
Committee is responsible for the administration of the SERP and may
also delegate certain administrative functions to other persons. The
Committee possesses the sole and absolute discretionary authority to
interpret and construe the provisions of the SERP, as well as to make
all determinations under the SERP, such as eligibility, benefits,
service credit and distributions. The Committee's interpretations and
determinations are conclusive on all interested parties.

10.2 Claims Procedures. If a Participant's claim for benefits is denied (in
whole or in part), he shall receive, within 90 days after receipt of
the claim (180 if special circumstances apply), a written explanation
from the Committee detailing the specific reasons for the denial, the
specific references to the plan provisions on which the denial is
based, a description of any additional information needed from him and
why such information is required, and a description of the SERP's
appeal procedures, including applicable time limits and a statement of
his right to bring a civil action under Section 502(a) of ERISA.

The Participant, or any person he may choose to represent him, may ask
the Committee for a review of his denied claim within 60 days after his
claim has been denied. The Participant's request, which must be in
writing, should include the following information: The date the
Participant submitted his original request for benefits, the specific
portion of the denial notice that he wishes the Committee to review,
the reason why he thinks his original request should be approved and
any written material that he wishes the Committee to consider when
reviewing his request. The Participant may also request that all
documents, records and other information relevant to his claim be made
available for his review. The Participant may submit information for
review regardless of whether it was considered in the original claim
review.

The Committee or other named fiduciaries for appeals shall conduct a
full and fair review of the claim and appeal and notify the Participant
of its decision within 60 days (120 if special circumstances apply).
That decision shall be in writing and shall include the specific
reasons and the SERP references to the pertinent plan provisions on
which the decision is based.

10.3 Committee Authority. The Committee shall have the authority to make,
amend, interpret, and enforce all appropriate rules and regulations for
the administration of the SERP and decide or resolve any and all
questions including interpretations of the SERP, as provided under
Section 10.1. A majority vote of the Committee members shall control
any decision. Members of the Committee may be Participants under the
SERP.

10.4 Agents. The Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may
from time to time consult with counsel who may be counsel to the
Company.

10.5 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.

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10.6 Indemnity of Committee. The Company shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage,
expense or liability arising from any action or failure to act with
respect to the Plan on account of such member's service on the
Committee except in the case of gross negligence or willful misconduct.

10.7 Plan Financing. The Company and the Participating Affiliates are
responsible for providing retirement benefits. All benefits payable
under the Traditional SERP Benefit are paid from the general assets of
a Participant's employer, whether the Company or a Participating
Affiliate, and shall be a general unsecured claim of the employer. A
trust, which is considered part of his employer's general assets, may
be established to pay benefits for the Traditional SERP Benefit. In the
event of a change in control, assets in the trust shall be used to pay
his benefit. If the Participant's employer, whether the Company or a
Participating Affiliate, therefore ever experiences bankruptcy or
insolvency, he shall be an unsecured creditor thereof. His claim
against the employer's assets shall be considered together with its
other unsecured general creditors.

10.8 Unfunded Plan. The SERP is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of
"management or highly compensated employees" within the meaning of
Sections 201, 301, and 401 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and therefore is exempt from the
provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the
Company or Participating Affiliate may terminate the SERP and make no
further benefit payments, or remove certain employees as Participants
if it is determined by the United States Department of Labor, a court
of competent jurisdiction, or an opinion of counsel that the SERP
constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA (as currently in effect or hereafter amended)
which is not so exempt.

10.9 Company Obligation. The obligation to make benefit payments to any
Participant under the SERP shall be an obligation solely of the Company
or a Participating Affiliate with respect to the benefit receivable
from the Company or a Participating Affiliate and shall not be an
obligation of another company.

10.10 Unsecured General Creditor. A Participant and his beneficiaries shall
have no legal or equitable rights, interest or claims in any property
or assets of the Company or a Participating Affiliate, nor shall they
be beneficiaries of, or have any rights, claims or interests in, any
life insurance policies, annuity contracts or the proceeds therefrom
owned or which may be acquired by the Company or a Participating
Affiliate. Such policies or other assets shall not be held for the
benefit of Participants and their beneficiaries, or held in any way as
collateral security for the fulfilling of the obligations of the
Company or a Participating Affiliate under the SERP. Any and all of the
assets of the Company and a Participating Affiliate shall be, and
remain, the general, unpledged, unrestricted assets thereof. The
Company and Participating Affiliate's obligations under the SERP shall
be that of an unfunded and unsecured promise to pay money in the
future.

10.11 Trust Fund. The Company or a Participating Affiliate shall be
responsible for the payment of all benefits provided under the SERP
regarding a Participant employed by the Company or Participating
Affiliate. At its discretion, the Company may establish one or more
trusts, with such trustees as the Company may approve, for the purpose
of providing for the payment of such benefits. Such trust or trusts may
be irrevocable, but the assets thereof shall be subject to the claims
of the Company or Participating Affiliate's creditors. To the extent
any benefits provided under the SERP are actually paid from any such
trust, the Company or Participating Affiliate shall have no further
obligation with respect thereto, but to the extent not so paid, such
benefits shall remain the obligation of, and shall be paid by, the
Company or Participating Affiliate.

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ARTICLE XI
AMENDMENT AND TERMINATION

11.1 Amendment. The plan sponsor of the SERP is the Company, which has the
right to terminate or amend the provisions of the SERP for any reason
and at any time, including the reduction of accrued benefits and
optional forms of payment under the SERP. Any amendment may provide
different benefits or amounts of benefits from those set forth
hereunder.

11.2 Termination, Suspension. The Company may, in its sole discretion,
terminate or suspend the SERP at any time, in whole or in part,
including the suspension of future benefits.

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ARTICLE XII
MISCELLANEOUS

12.1 Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable under the SERP,
or any part thereof, which are, and all rights to which are, expressly
declared to be unassignable and nontransferable. No part of the amounts
payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by the Participant or any other person, nor
be transferable by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.

However, if, as a result of a divorce, a Participant is responsible for
child support, alimony, or marital property rights payments, his
benefit under the SERP may be assigned to meet those payments, if a
qualifying domestic relations order has been issued for the SERP, as
approved by the Committee.

12.2 Protective Provisions. A Participant will cooperate with the Company by
furnishing any and all information requested by the Company, in order
to facilitate the payment of benefits hereunder and by taking such
physical examinations as the Company may deem necessary and taking such
other action as may be requested by the Company.

12.3 Gender and Number. Whenever any words are used herein in the masculine,
they shall be construed as though they were used in the feminine and
the neuter in all cases where they would so apply; and wherever any
words are used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or the singular, as
the case may be, in all cases where they would so apply.

12.4 Captions. The captions of the articles, sections and paragraphs of the
SERP are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.

12.5 Governing Law. The provisions of the SERP shall be construed and
interpreted according to the laws of the State of Illinois, except to
the extent preempted by ERISA.

12.6 Validity. In case any provision of the SERP shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but the SERP shall be construed and
enforced as if such illegal and invalid provision had never been
inserted herein.

12.7 Notice. Any notice or filing required or permitted to be given to the
Committee under the SERP shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail to any member of the
Committee or the Secretary of the Company. Such notice shall be deemed
given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or
certification. Mailed notice to the Committee shall be directed to the
Company's address. Mailed notice to a Participant, eligible spouse,
surviving spouse or beneficiary shall be directed to the individual's
last known address in the Company's records.

12.8 Successors. The provisions of the SERP shall bind and inure to the
benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporate or

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other business entity which shall, whether by merger, consolidation,
purchase or otherwise, acquire all or substantially all of the business
and assets of the Company or a Participating Affiliate, and successors
of any such corporation or other business entity.

12.9 Withholding. The Company shall withhold from payments made hereunder to
any Participant or beneficiary any taxes required to be withheld from
such payments under federal, state or local law.

12.10 Payment to Guardian. If a SERP benefit is payable to a minor or a
person declared incompetent or to a person incapable of handling the
disposition of property, the Committee may direct payment of such SERP
benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or person. The Committee may
require proof of incompetency, minority, incapacity or guardianship as
it may deem appropriate prior to distribution of the SERP benefit. Such
distribution shall completely discharge the Company and Participating
Affiliate from all liability with respect to such benefit.

12.11 Release. Notwithstanding any other provision of the SERP, payment of
any benefit under the SERP to a Participant who becomes vested in such
benefit pursuant to Section 5.3 before attaining age 60, and before his
date of death, is conditioned upon the prior execution by such
Participant of a release, in a form satisfactory to the Company,
whereby the Participant fully releases the Company, all of its
Affiliates, and all of their respective officers, employees, directors
and agents, from any and all rights and claims that such Participant,
or his heirs, representatives, successors and assigns, may at any time
have with respect to the receipt of benefits under the SERP. No payment
shall be made to any such Participant under the SERP until such fully
executed release has been delivered by the Participant to the Company.

12.12 Miscellaneous Employment. The establishment of the SERP does not give a
Participant the legal right to be continued as an employee. The Company
or any Affiliate may terminate a Participant's employment whenever, in
its judgment, it becomes necessary to do so, subject to the applicable
terms of an employment agreement. Further, a Participant's eligibility
or his right to benefits under the SERP should not be interpreted as
any guarantee of employment.

In the event that any lawsuit or any settlement thereof or any claim,
or if any governmental agency, court or other governing body, requires
the Company to reclassify the employment status of any individual who
is excluded from participation under the SERP, such reclassified
individual nevertheless shall not be considered an eligible employee or
otherwise eligible for the SERP and, therefore, not be entitled to
accrue benefits under the SERP as a result thereof.

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IN WITNESS WHEREOF, Newell Operating Company has caused this instrument
to be executed by its duly authorized officer on this 6th day of May, 2004.

NEWELL OPERATING COMPANY

By: /s/ Dale L. Matschullat
Vice President - General Counsel and
Corporate Secretary

Dated: May 6, 2004

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