2008 DEFERRED COMPENSATION PLAN

Exhibit 10.4

NEWELL RUBBERMAID INC.
2008 DEFERRED COMPENSATION PLAN

     Newell Rubbermaid Inc. hereby establishes, effective as of January 1, 2008 (the “Effective Date”), the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan on the terms and conditions set forth. The Plan provides certain eligible employees and directors with the opportunity to defer portions of their base salary, incentive compensation and director fees and, in conjunction with the Newell Rubbermaid Supplemental Executive Retirement Plan, receive certain other retirement benefits, all in accordance with the provisions of the Plan. The Plan is adopted to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     The Plan shall govern deferrals of compensation and retirement benefits earned on and after the Effective Date. The Plan shall also govern certain deferrals of compensation and retirement benefits that were previously maintained under the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan (the “Prior Plan”). Specifically, in order to comply with Section 409A of the Code, any “amounts deferred” (within the meaning of Section 409A of the Code) in taxable years beginning on or after January 1, 2005 and credited to either a retirement sub-account or an in-service sub-account under the Prior Plan, and any earnings thereon, shall be governed by the terms and conditions of the Plan, and it is intended that such amounts and any earnings thereon be subject to the application of Section 409A of the Code. Moreover, all amounts credited to a SERP cash sub-account under the Prior Plan (regardless of when credited), and any earnings thereon, shall be governed by the terms and conditions of the Plan, and it is intended that such amounts and any earnings thereon be subject to the application of Section 409A of the Code.

     The Prior Plan will remain in effect and will govern certain deferrals of compensation earned prior to January 1, 2005. Specifically, any “amounts deferred” (within the meaning of Section 409A of the Code) in taxable years beginning before January 1, 2005 and credited to either a retirement sub-account or an in-service sub-account under the Prior Plan, and any earnings thereon, shall continue to be governed by the terms of the Prior Plan as in effect on October 3, 2004, and it is intended that such amounts and any earnings thereon be exempt from the application of Section 409A of the Code. Immediately prior to the Effective Date, the Prior Plan shall be frozen, and neither the Company, its affiliates nor any individual shall make or permit to be made any additional contributions or deferrals under the Prior Plan (other than earnings) on or after the Effective Date. Nothing contained herein is intended to materially enhance a benefit or right existing under the Prior Plan as of October 3, 2004 or add a new material benefit or right to such Prior Plan.

ARTICLE I
DEFINITIONS

     For purposes of the Plan, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:

     “ Account ” means the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to this Plan. The sum of each Participant’s Sub-Accounts, in the aggregate, shall constitute his Account. The Account and each and every Sub-Account shall be a bookkeeping entry only and shall be used solely as a device to measure and determine the amounts, if any, to be paid to a Participant or his Beneficiary under the Plan.

     “ Affiliated Group ” means (i) the Company, and (ii) all entities with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in applying Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in that regulation. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Section 409A of the Code.

     “ Assumed Amounts ” has the meaning given to such term in Section 10.1(d).

     “ Base Salary ” means the annual base rate of cash compensation payable by the Affiliated Group to a Participant during a calendar year, excluding Incentive Compensation, bonuses, commissions, severance payments, Company Contributions, qualified plan contributions or benefits, expense reimbursements, fringe benefits and all other payments, and prior to reduction for any deferrals under this Plan or any other plan of the Affiliated Groups under Sections 125 or 401(k) of the Code. For purposes of this Plan, Base Salary payable after the last day of a calendar year solely for services performed during the final payroll period described in Section 3401(b) of the Code containing December 31 of such year shall be treated as earned during the subsequent calendar year.

     “ Beneficiary ” or “ Beneficiaries ” means the person or persons, including one or more trusts, designated by a Participant in accordance with the Plan to receive payment of the remaining balance of the Participant’s Account in the event of the death of the Participant prior to the Participant’s receipt of the entire vested amount credited to his Account.

     “ Beneficiary Designation Form ” means the form established from time to time by the Committee (in a paper or electronic format) that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

     “ Board ” means the Board of Directors of the Company.

     “ Change in Control ” means the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Commencement Date ” has the meaning given to such term in Section 2.3.

     “ Committee ” means the committee appointed to administer the Plan. Unless and until otherwise specified, the Committee under the Plan shall be the Company’s Benefit Plans Administrative Committee (or its designee), as established by the Board by resolution dated October 1, 2004.

     “ Company ” means Newell Rubbermaid Inc. and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Newell Rubbermaid Inc. with any other corporation, limited liability company, joint venture, partnership or other entity or entities.

     “ Company Contributions ” has the meaning given to such term in Section 4.1.

     “ Company Contribution Sub-Account ” means the bookkeeping Company Contribution Sub-Account maintained by the Committee on behalf of each Participant pursuant to Section 2.4.

     “ Deferral Election ” means the Participant’s election on a form approved by the Committee to defer a portion of his Base Salary, Incentive Compensation or Director Fees in accordance with the provisions of Article III.

     “ Director ” means any individual who is a member of the Board and who is not an employee of the Company or its Affiliated Group.

     “ Director Fees ” means the annual cash retainer for Board and committee service, special assignment fees, meeting fees, committee chair or presiding director fees, and other cash amounts payable to a Participant for service to the Company as a Director.

     “ Effective Date ” means January 1, 2008.

     “ Eligible Employee ” has the meaning given to such term in Section 2.1.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Incentive Compensation ” means cash compensation payable pursuant to an incentive compensation or retention plan, including but not limited to an annual or long-term incentive compensation plan, whether such plan is now in effect or hereafter established by the Affiliated Group, which the Committee may designate from time to time.

     “ In-Service Sub-Account ” means each bookkeeping In-Service Sub-Account maintained by the Committee on behalf of each Participant pursuant to Section 2.4.

     “ Matching Credit ” means any Company Contribution designated by the Committee as a Matching Credit in accordance with Section 4.1(b).

     “ Newly Eligible Participant ” means any Eligible Employee or Director who (i) has a Commencement Date after January 1, 2008, (ii) as of his Commencement Date, is not eligible to participate in an “aggregated plan”, and (iii) if he previously participated in the Plan or an “aggregated plan”, has either (A) received payments of all amounts previously deferred under the Plan and any “aggregated plan” as of the Commencement Date, and on or before the last

payment was not eligible to continue participation in the Plan or any “aggregated plan” for periods after the last payment, or (B) regardless of whether he has received full payment of all amounts deferred under the Plan or an “aggregated plan”, ceased to be eligible to participate in the Plan and any “aggregated plan” (other than the accrual of earnings) for a period of at least 24 consecutive months prior to his new Commencement Date. For purposes of this definition, an “aggregated plan” is any plan that is required to be aggregated with the Plan under Section 409A of the Code. For purposes of clarity, the portion of the Plan consisting of the right to defer Base Salary, Incentive Compensation and Director Fees shall be treated as separate and apart from, and shall not aggregated with, the portion of the Plan consisting of the right to receive credits of Company Contributions.

     “ Participant ” means any Eligible Employee or Director who (i) at any time elected to defer the receipt of Base Salary, Incentive Compensation or Director Fees in accordance with the Plan or received a credit to his Account pursuant to Section 4.1, and (ii) in conjunction with his Beneficiary, has not received a complete payment of the vested amount credited to his Account. Moreover, any individual with respect to whom Assumed Amounts are credited hereunder shall automatically participate, and be a “Participant,” in the Plan with respect to such Assumed Amounts.

     “ Payment Election ” means the Participant’s election on a form approved by the Committee that sets forth the form of payment of the Company Contribution Account as provided in Section 4.2.

     “ Performance-Based Compensation ” means that portion of a Participant’s Incentive Compensation the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a Performance Period of at least twelve (12) consecutive months, and which satisfies the requirements for “performance-based compensation” under Section 409A of the Code, including the requirement that the performance criteria be established in writing by not later than (i) ninety (90) days after the commencement of the period of service to which the criteria relates and (ii) the date the outcome ceases to be substantially uncertain. Where a portion of an amount of Incentive Compensation would qualify as Performance-Based Compensation if the portion were the sole amount available under a designated incentive plan, that portion of the award will not fail to qualify as Performance-Based Compensation if that portion is designated separately by the Committee on the Deferral Election or is otherwise separately identifiable under the terms of the designated incentive plan, and the amount of each portion is determined independently of the other.

     “ Performance Period ” means, with respect to any Incentive Compensation, the period of time during which such Incentive Compensation is earned.

     “ Plan ” means this deferred compensation plan, which shall be known as the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan.

     “ Post-2008 Participant ” has the meaning given to such term in Section 4.2(d).

     “ Prior Plan ” means the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan.

     “ Retirement Savings Credit ” means any Company Contribution designated by the Committee as a Retirement Savings Credit in accordance with Section 4.1(b).

     “ Retirement Sub-Account ” means the bookkeeping Retirement Sub-Account maintained by the Committee on behalf of each Participant pursuant to Section 2.4.

     “ Separation from Service ” means a termination of employment or service with the Affiliated Group in such a manner as to constitute a “separation from service” as defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any member of the Affiliated Group to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.

     “ SERP Cash Account Credit ” means any Company Contribution designated by the Committee as a SERP Cash Account Credit in accordance with Section 4.1(b).

     “ Sub-Account ” means each bookkeeping In-Service Sub-Account, Retirement Sub-Account and Company Contribution Sub-Account maintained by the Committee on behalf of each Participant pursuant to the Plan.

     “ Subsequent Payment Election ” has the meaning given to such term in Section 6.1(c).

     “ Unforeseeable Emergency ” means an “unforeseeable emergency” as defined under Section 409A of the Code.

     “ Years of Credited Service ” has the meaning provided in the Newell Rubbermaid Supplemental Executive Retirement Plan, unless otherwise determined by the Committee.

ARTICLE II
ELIGIBILITY; SUB-ACCOUNTS

      2.1. Selection by Committee . Participation in the Plan is limited to (a) those employees of the Affiliated Group who are (i) expressly selected by the Committee, in its sole discretion, to participate in the Plan, and (ii) a member of a “select group of management or highly compensated employees,” within the meaning of Sections 201, 301 and 401 of ERISA (the “Eligible Employees”), and (b) Directors. In lieu of expressly selecting Eligible Employees for Plan participation, the Committee may establish eligibility criteria (consistent with the requirements of paragraph (a)(ii) of this Section) providing for participation of all Eligible Employees who satisfy such criteria. The Committee may at any time, in its sole discretion, change the eligibility criteria for Eligible Employees, or determine that one or more Participants will cease to be an Eligible Employee.

      2.2. Enrollment Requirements . As a condition to participation, each selected Eligible Employee and each Director shall complete, execute and return to the Committee a Deferral Election, Payment Election (if applicable) and Beneficiary Designation Form no later than the date or dates specified by the Committee. In addition, the Committee may establish

from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

      2.3. Commencement Date

          (a) Each Eligible Employee and each Director shall commence participation on the date designated by the Committee (the “Commencement Date”). If an Eligible Employee or Director has not satisfied the applicable enrollment requirements of Section 2.2 within thirty (30) days of his Commencement Date (or such earlier date as specified by the Committee), such individual’s Commencement Date shall instead be the first day of the calendar year next following the date that he or she satisfies such enrollment requirements. An Eligible Employee and Director shall have no right to defer Base Salary, Director Fees or Incentive Compensation under the Plan prior to his Commencement Date.

          (b) Any Eligible Employee as of the Effective Date with respect to whom Assumed Amounts are credited hereunder shall have a Commencement Date of January 1, 2008.

      2.4. Sub-Accounts .

          (a) Establishment . The Committee shall establish and maintain separate Retirement Sub-Accounts, Company Contribution Sub-Accounts and one or more In-Service Sub-Accounts for each Participant. The Committee, in its sole discretion, shall specify the maximum number (including zero) of permitted In-Service Sub-Accounts for each Participant. Amounts credited to a Retirement Sub-Account and Company Contribution Sub-Account shall commence to be paid to a Participant or his Beneficiary following the Participant’s Separation from Service as provided in Article VI. Amounts credited to an In-Service Sub-Account shall commence to be paid in a year specified by the Participant as provided in Section 3.4(a) and Article VI below.

          (b) Adjustments .

               (i) A Participant’s Retirement Sub-Account and In-Service Sub-Account shall be credited with deferrals of Base Salary, Incentive Compensation or Director Fees in accordance with Article III. Base Salary, Incentive Compensation or Director Fees that a Participant elects to defer shall be treated as if it were set aside in the Retirement Sub-Account or, if applicable, one or more In-Service Sub-Accounts on the date the Base Salary, Incentive Compensation or Director Fees would otherwise have been paid to the Participant.

               (ii) A Participant’s Company Contribution Sub-Account shall be credited with Company Contributions, if any, in accordance with Article IV. Company Contributions shall be treated as if they were set aside in the Company Contribution Sub-Account on the date specified by the Committee in its sole discretion.

               (iii) A Participant’s Sub-Accounts shall be credited with gains, losses and earnings as provided in Article V and shall be debited for any payments made to the Participant as provided in Article VI.

      2.5. Termination .

          (a) Deferrals . An individual’s right to defer Base Salary, Incentive Compensation and Director Fees shall cease with respect to the calendar year (or the Performance Period, as the case may be) following the calendar year (or the Performance Period, as the case may be) in which he ceases to be an Eligible Employee or Director, although such individual shall continue to be subject to all of the terms and conditions of the Plan for as long as he remains a Participant.

          (b) Company Contributions . An individual’s right to receive credits of Company Contributions shall cease on the date provided by the Committee in its sole discretion.

ARTICLE III
DEFERRAL ELECTIONS

      3.1. New Participants .

          (a) Application . This Section 3.1 applies to each Eligible Employee or Director who is a Newly Eligible Participant in the portion of the Plan relating to the right to defer Base Salary, Incentive Compensation and Director Fees and whose Commencement Date occurs after the first day of a calendar year but prior to September 1 of such calendar year (or such earlier or later date as specified by the Committee from time to time).

          (b) Deferral Election . An Eligible Employee described in Section 3.1(a) may elect to defer his Base Salary earned during such calendar year or his Incentive Compensation earned during a Performance Period that commences in such calendar year, and a Director described in Section 3.1(a) may elect to defer his Director Fees earned during such calendar year, as the case may be, by filing a Deferral Election with the Committee in accordance with the following rules:

               (i)  Timing; Irrevocability . The Deferral Election must be filed with the Committee by, and shall become irrevocable as of, the thirtieth (30th) day following the Participant’s Commencement Date (or such earlier date as specified by the Committee on the Deferral Election).

               (ii)  Base Salary . The Deferral Election shall only apply to Base Salary earned during such calendar year beginning with the first payroll period that begins immediately after the date that the Deferral Election becomes irrevocable in accordance with Section 3.1(b)(i).

               (iii)  Incentive Compensation . Where a Deferral Election is made in the first year of eligibility but after the commencement of a Performance Period, then, except as otherwise provided in Section 3.2 below, the Deferral Election shall only apply to that portion of Incentive Compensation earned for such Performance Period equal to the total amount of the Incentive Compensation earned during such Performance Period multiplied by a fraction, the numerator of which is the number of days beginning on the day immediately after the date that the Deferral Election becomes irrevocable in accordance with Section 3.1(b)(i) and ending on the

last day of the Performance Period, and the denominator of which is the total number of days in the Performance Period.

               (iv)  Director Fees . The Deferral Election shall only apply to Director Fees earned after the date that the Deferral Election becomes irrevocable in accordance with Section 3.1(b)(i).

      3.2. Annual Deferral Elections . Unless Section 3.1 applies, each Eligible Employee may elect to defer Base Salary for a calendar year or his Incentive Compensation for a Performance Period, and each Director may elect to defer Director Fees, as the case may be, by filing a Deferral Election with the Committee in accordance with the following rules:

          (a) Base Salary . The Deferral Election with respect to Base Salary must be filed with the Committee by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee on the Deferral Election) of the calendar year next preceding the calendar year for which such Base Salary would otherwise be earned.

          (b) Incentive Compensation . The Deferral Election with respect to Incentive Compensation must be filed with the Committee by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee on the Deferral Election) of the calendar year next preceding the first day of the Performance Period for which such Incentive Compensation would otherwise be earned.

          (c) Performance-Based Compensation .

               (i) Notwithstanding anything contained in this Section 3.2 to the contrary, and only to the extent permitted by the Committee, the Deferral Election with respect to Incentive Compensation that constitutes Performance-Based Compensation must be filed with the Committee by, and shall become irrevocable as of, the date that is 6 months before the end of the applicable Performance Period (or such earlier date as specified by the Committee on the Deferral Election), provided that in no event may such Deferral Election be made after such Incentive Compensation has become “readily ascertainable” within the meaning of Section 409A of the Code.

               (ii) In order to make a Deferral Election under this Section 3.2(c), the Participant must perform services continuously from the later of the beginning of the Performance Period or the date the performance criteria are established through the date a Deferral Election becomes irrevocable under this Section 3.2(c).

               (iii) A Deferral Election made under this Section 3.2(c) shall not apply to any portion of the Performance-Based Compensation that is actually earned by a Participant regardless of satisfaction of the performance criteria.

               (iv) To the extent permitted by the Committee, an Eligible Employee described in Section 3.1(a) shall be permitted to make a Deferral Election with respect to Performance-Based Compensation in accordance with this Section 3.2(c) provided that the Eligible Employee satisfies all of the other requirements of this Section.

               (d)  Director Fees . The Deferral Election with respect to Director Fees must be filed with the Committee by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee on the Deferral Election) of the calendar year next preceding the calendar year for which such Director Fees would otherwise be earned.

      3.3. Amount Deferred . A Participant shall designate on the Deferral Election the portion of his Base Salary, Incentive Compensation or, if applicable, Director Fees that is to be deferred in accordance with this Article III. Unless otherwise determined by the Committee, a Participant may defer (in 1% increments) up to 50% of his Base Salary, up to 100% of his Director Fees and up to 100% of his Incentive Compensation for any Plan Year; provided , however , that the Participant shall not be permitted to defer less than 1% of each of his Base Salary, Director Fees or Incentive Compensation during any one calendar year or Performance Period, as the case may be, and any such attempted deferral shall not be effective.

      3.4. Elections as to Time and Form of Payment

          (a) Time of Payment .

               (i)  Allocation to Sub-Accounts . The Deferral Election shall contain the Participant’s allocation of deferrals of Base Salary, Incentive Compensation and/or Director Fees among a Retirement Sub-Account and, to the extent permitted by the Committee from time to time, one or more In-Service Sub-Accounts. A Participant may designate, on the first Deferral Election that he delivers to the Committee in which deferrals of Base Salary, Incentive Compensation or Director Fees are credited to an In-Service Sub-Account, the year in which payments will commence to be paid from that Sub-Account, which year must be at least two years after the year in which such Deferral Election becomes irrevocable. The year designated on that first Deferral Election will apply to all amounts credited to that In-Service Sub-Account under the Plan (including with respect to all subsequent calendar years) unless changed in accordance with the rules of Section 6.1(c). A Participant shall not be entitled to allocate deferrals of Base Salary, Incentive Compensation and/or Director Fees to the Company Contribution Sub-Account.

               (ii)  Default . To the extent that a Participant does not designate the Sub-Account to which deferrals of Base Salary, Incentive Compensation or Director Fees shall be credited on a Deferral Election as provided in this Section 3.4(a) (or such designation does not comply with the terms of the Plan), such deferrals shall be credited to the Participant’s Retirement Sub-Account. Any attempt to allocate deferrals of Base Salary or Incentive Compensation to an In-Service Sub-Account with a payment date that is less than two years after the year in which the Deferral Election becomes irrevocable shall be void, and such amounts shall instead be credited to the Participant’s Retirement Sub-Account.

          (b) Form of Payment .

               (i)  Retirement Sub-Account . A Participant may elect, on the first Deferral Election that he delivers to the Committee pursuant to which deferrals of Base Salary, Incentive Compensation or Director Fees are credited to the Retirement Sub-Account, to receive the Retirement Sub-Account in cash in a single lump sum or in a number of approximately equal

annual installments over a specified period not exceeding ten years. The form of payment designated on that first Deferral Election will apply to all amounts credited to the Retirement Sub-Account under the Plan (including with respect to all subsequent calendar years) unless changed in accordance with the rules of Section 6.1(c).

               (ii)  In-Service Sub-Account . A Participant may elect, on the first Deferral Election that he delivers to the Committee in which deferrals of Base Salary, Incentive Compensation or Director Fees are credited to an In-Service Sub-Account, to receive the In-Service Sub-Account in cash in a single lump sum or in a number of approximately equal annual installments over a specified period not exceeding five years. The form of payment designated on that first Deferral Election will apply to all amounts credited to that In-Service Sub-Account under the Plan (including with respect to all subsequent calendar years) unless changed in accordance with the rules of Section 6.1(c). A Participant may choose different forms of payment for each separate In-Service Sub-Account in accordance with this Section 3.4(b).

      3.5. Duration and Cancellation of Deferral Elections .

          (a) Duration . Once irrevocable, a Deferral Election shall only be effective for the calendar year or Performance Period with respect to which such election was timely filed with the Committee. Notwithstanding the preceding sentence, the Committee may provide, in its sole discretion, that any Deferral Elections shall apply from calendar year to calendar year, or Performance Period to Performance Period, until terminated or modified prospectively by a Participant in accordance with the terms of Section 3.2. Such “evergreen” Deferral Elections will become effective with respect to an item of Base Salary, Incentive Compensation or Director Fees on the date such election becomes irrevocable under Section 3.2. Except as provided in Section 3.4(b), a Deferral Election, once irrevocable, cannot be cancelled during a calendar year or Performance Period.

          (b) Cancellation .

               (i) The Committee may, in its sole discretion, cancel a Participant’s Deferral Election where such cancellation occurs by the later of the end of the Participant’s taxable year or the 15th day of the third month following the date the Participant incurs a “disability.” For purposes of this Section 3.5(b)(i), a disability refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

               (ii) The Committee may, in its sole discretion, cancel a Participant’s Deferral Election due to an Unforeseeable Emergency or a hardship distribution pursuant to Treasury Regulation Section 1.401(k)-1(d)(3).

               (iii) If a Participant’s Deferral Election is cancelled with respect to a particular calendar year or Performance Period in accordance with this Section 3.5(b), he may make a new Deferral Election for a subsequent calendar year or Performance Period, as the case may be, only in accordance with Section 3.2.

      3.6. Vested Interest in Deferrals . Each Participant shall at all times have a fully vested and nonforfeitable interest in his Retirement Sub-Account and his In-Service Sub-Account balance.

ARTICLE IV
COMPANY CONTRIBUTIONS

      4.1. Company Contributions . For each calendar year, any entity in the Affiliated Group, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Company Contribution Sub-Account (“Company Contributions”), subject to the following rules:

          (a) The amount of Company Contributions credited to a Participant may be smaller or larger than an amount credited to any other Participant, and the amount credited to any Participant for a year may be zero even though one or more Participants receive a Company Contribution for that year.

          (b) The Committee shall designate at the time a Company Contribution is credited to a Participant’s Company Contribution Sub-Account whether the credit is a SERP Cash Account Credit, a Retirement Savings Credit or a Matching Credit for purposes of the vesting provisions of Section 4.3.

          (c) A Participant shall become eligible to receive Matching Credits no earlier than the calendar year immediately following the calendar year in which the Payment Election becomes irrevocable as provided in Section 4.2(a).

          (d) Unless provided otherwise by the Committee, a Participant shall not be entitled to receive a credit to his Company Contribution Sub-Account with respect to a calendar year unless he is employed by the Affiliated Group on the day that such amount is credited to his Company Contribution Sub-Account.

          (e) The Committee may not credit Company Contributions to a Participant’s Retirement Sub-Account or In-Service Sub-Accounts.

      4.2. Payment Elections . Except as otherwise provided in Section 4.2(d), a Participant shall file a Payment Election for his Company Contribution Sub-Account in accordance with the following rules:

          (a) Timing; Irrevocability . The Payment Election with respect to the Company Contribution Sub-Account shall be filed with the Committee by, and shall become irrevocable as of, December 31, 2007 (or such earlier date as specified by the Committee on the Payment Election). Once irrevocable, and except as provided in Section 10.2, a Payment Election may only be changed in accordance with Section 6.1(c).

          (b) Form of Payment . The Participant shall designate on the Payment Election whether to receive the Company Contribution Sub-Account in cash in a single lump sum or in a number of approximately equal annual installments over a specified period not exceeding ten years. The form of payment designated on that first Payment Election will apply

to all amounts credited to the Company Contribution Sub-Account under the Plan (including with respect to all subsequent calendar years) unless changed in accordance with the rules of Section 6.1(c). Notwithstanding the foregoing, any amounts credited to a Participant’s Company Contribution Sub-Account pursuant to Section 4.8 of the Newell Rubbermaid Supplemental Executive Retirement Plan (or its successor), and related earnings, shall be segregated from all other amounts credited to the Company Contribution Sub-Account for bookkeeping account purposes and shall be paid in a single lump sum notwithstanding any Payment Election or Subsequent Payment Election to the contrary.

          (c) Default . To the extent that a Participant does not designate the form of payment of a Company Contribution Sub-Account on a Payment Election as provided in Section 4.2(b) (or such designation either does not comply with the terms of the Plan), such Sub-Account shall be paid in cash in a single lump sum.

          (d) Special rules for Post-2008 Participants . Notwithstanding anything contained in the Plan to the contrary, or any other plan, policy, practice or program, contract or agreement with the Company or the Affiliated Group (unless otherwise specifically provided therein in a specific reference to this Plan), a Participant whose Commencement Date is after December 31, 2008 (a “Post-2008 Participant”) shall have no right to choose a form of payment for his Company Contribution Sub-Account. Instead, the Company Contribution Sub-Account of a Post-2008 Participant shall be paid in cash in a single lump sum.

      4.3. Vesting

          (a) SERP Cash Account Credits .

               (i) Except as provided Sections 4.3(a)(ii) and 4.3(a)(iii), a Participant shall have a vested interest in any SERP Cash Account Credits (and any related earnings) only if he has six (6) Years of Credited Service, at which time he shall acquire a ten percent (10%) vested interest therein. Upon completion of each additional Year of Credited Service, a Participant shall acquire additional vesting in the SERP Cash Account Credits (and any related earnings) according to the following schedule:

Years of Credited Service		Vested Percentage in the SERP
		Cash Account Credits
5 years or less			0	%
6 years but less than 7 years			10	%
7 years but less than 8 years			20	%
8 years but less than 9 years			30	%
9 years but less than 10 years			40	%
10 years but less than 11 years			50	%
11 years but less than 12 years			60	%
12 years but less than 13 years			70	%
13 years but less than 14 years			80	%
14 years but less than 15 years			90	%
15 or more years			100	%

               (ii) A Participant shall become fully vested in his SERP Cash Account Credits (and any related earnings) if he remains continuously employed by the Affiliated Group until the earliest to occur of the following events: (i) the Participant’s 60th birthday; (ii) the Participant’s death; (iii) the Participant’s “disability” (as defined in the long-term disability plan of the Affiliated Group, as applicable to the Participant, or if no such plan exists, as determined by the Committee); or (iv) a change in control (as defined in the Newell Rubbermaid Inc. 2003 Stock Plan, as amended from time to time, or its successor).

               (iii) Subject to the provisions of this Section 4.3(a)(iii), a Participant shall also become fully vested in his SERP Cash Account Credits (and any related earnings) if he remains continuously and actively employed by the Affiliated Group until the date on which (i) he is at least age 55 and (ii) the sum of his whole and fractional years of age and his whole years and fractional years of “credited se