EXHIBIT 2.1

[NEWELL RUBBERMAID LETTERHEAD]



                                                              June 7, 2002

VIA FACSIMILE AND FEDERAL EXPRESS

Arthur H.. Smith, Esq.
Vice President and General Counsel
Libbey Inc.
300 Madison Avenue
P.O. Box 10060
Toledo, Ohio 43604-1561


Dear Art:

         Reference is made to (i) the Amended and Restated Stock Purchase
Agreement dated January 21, 2002 by and among Newell Rubbermaid Inc., Newell
Holdings Delaware, Inc. (f/k/a Anchor Hocking Corporation), Anchor Hocking Inc.
(f/k/a Menagerie Corporation), Newell Operating Company and Libbey Inc. (the
"Amended Agreement") and to (ii) the Amended and Restated Canadian Asset
Purchase Agreement dated January 21, 2002 by any among Libbey Inc., Libbey
Canada Inc., Newell Rubbermaid Inc. and Newell Industries Canada Inc. (the
"Canadian Purchase Agreement").

         Pursuant to Section 9.1(d) of the Amended Agreement, Newell Rubbermaid
Inc. and Libbey Inc. hereby mutually agree to terminate the Amended Agreement
and the Canadian Purchase Agreement effective immediately. Newell Rubbermaid
Inc. and Libbey Inc. hereby acknowledge that as of the date hereof no party to
the Amended Agreement or the Canadian Purchase Agreement has committed any
willful breach of either agreement.

         This letter agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.



                NEWELL RUBBERMAID INC.


                    By:   /s/ D L Matschullat

                         Name:  Dale L. Matschullat
                         Title: Vice President -General Counsel



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[NEWELL RUBBERMAID LETTERHEAD]





                ACKNOWLEDGED AND AGREED:

                LIBBEY INC.

                     By:  /s/ Arthur H. Smith

                          Name:  Arthur H. Smith
                          Title: Vice President and General Counsel





   cc:   Mark E. Songer/Libbey Inc.
         Mark D. Gerstein/Latham & Watkins
         Andrea L. Horne/Newell Rubbermaid Inc.
         Frederick L. Hartmann/Schiff Hardin & Waite
         William S. D'Amico/Chadbourne & Parke LLP

MPK/mpk


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