NEWELL RUBBERMAID INC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c85256exv10w3.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<TEXT>
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                                                                    EXHIBIT 10.3

                                NEWELL RUBBERMAID
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            Traditional SERP Benefit

                            Effective January 1, 2004

<PAGE>

                                NEWELL RUBBERMAID
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            Traditional SERP Benefit
                           (Effective January 1, 2004)

                                Table of Contents

<TABLE>
<S>                                                                                                                  <C>
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
</TABLE>

                                      -i-

<PAGE>

                                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.)

                                      -1-

<PAGE>

                                    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.

                                      -2-

<PAGE>

                                   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.

                                      -3-

<PAGE>

                                   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

                                      -4-

<PAGE>

         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.

                                      -5-

<PAGE>

                                   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)

         (c)      less his Monthly Primary Social Security Benefit (under
                  Section 4.5)

         (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.

                                      -6-

<PAGE>

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

                                      -7-

<PAGE>

         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.

                                      -8-

<PAGE>

                                    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).

         (c)      Death during employment (under Section 5.4).

         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.

                                      -9-

<PAGE>

                                   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

         (c)      A joint and 100% 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.

                                      -10-

<PAGE>

         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.

                                      -11-

<PAGE>

                                   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.

         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.

                                      -12-

<PAGE>

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.

                                      -13-

<PAGE>

                                  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

                                      -14-

<PAGE>

         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.

                                      -15-

<PAGE>

                                   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

                                      -16-

<PAGE>

                  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.

                                      -17-

<PAGE>

                                    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.

                                      -18-

<PAGE>

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.

                                      -19-

<PAGE>

                                   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.

                                      -20-

<PAGE>

                                   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

                                      -21-

<PAGE>

         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.

                                      -22-

<PAGE>

         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

                                      -23-

</TEXT>
</DOCUMENT>
