Re: Call Option Transaction

To:

Newell Rubbermaid Inc.

Three Glenlake Parkway

Atlanta, Georgia 30328

Attention:

Treasurer

Telephone No.:

(770) 418-7000

Facsimile No.:

(770) 677-8705

Trade Date:

March 24, 2009

Effective Date:

The third Exchange Business Day immediately prior to the Premium Payment Date

Option Style:

“Modified American”, as described under “Procedures for Exercise” below

Option Type:

Call

Buyer:

Counterparty

Seller:

Dealer

Shares:

The common stock of Counterparty, par value USD 1.00 per Share (Exchange symbol “NWL”)

Number of Options:

300,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.

Applicable Percentage:

50%

Option Entitlement:

As of any date, a number equal to the product of the Applicable Percentage and the Conversion Rate as of such date (as defined in the Supplemental Indenture, but without regard to any adjustments to the Conversion Rate pursuant to Section 4.04(g), Section 4.04(h) or Section 4.06 of the Supplemental Indenture), for each Convertible Note.

Strike Price:

USD 8.6060

Premium:

USD 30,000,000

Premium Payment Date:

March 30, 2009

Exchange:

The New York Stock Exchange

Related Exchange(s):

All Exchanges

Exercise Period(s):

Notwithstanding anything to the contrary in the Equity Definitions, an Exercise Period shall occur with respect to an Option hereunder only if such Option is an Exercisable Option (as defined below) and the Exercise Period shall be, in respect of any Exercisable Option, the period commencing on, and including, the relevant Conversion Date and ending on, and including, the Scheduled Valid Day immediately preceding the first day of the relevant Settlement Averaging Period in respect of such Conversion Date; provided that in respect of Exercisable Options relating to Convertible Notes for which the relevant Conversion Date occurs on or after November 15, 2013, the final day of the Exercise Period shall be the Scheduled Valid Day immediately preceding the Expiration Date.

Conversion Date:

With respect to any conversion of Convertible Notes, the date on which the Holder (as such term is defined in the Indenture) of such Convertible Notes satisfies all of the requirements for conversion thereof as set forth in Section 4.02(b) of the Supplemental Indenture.

Exercisable Options:

In respect of each Exercise Period, a number of Options equal to the number of Convertible Notes surrendered to Counterparty for conversion with respect to such Exercise Period but no greater than the Number of Options.

Expiration Time:

The Valuation Time

Expiration Date:

March 15, 2014, subject to earlier exercise.

Multiple Exercise:

Applicable, as described under Exercisable Options above.

Automatic Exercise:

Applicable; and means that in respect of an Exercise Period, a number of Options not previously exercised hereunder equal to the number of Exercisable Options shall be deemed to be exercised on the final day of such Exercise Period for such Exercisable Options; provided that such Options shall be deemed exercised only to the extent that Counterparty has provided a Notice of Exercise to Dealer.

Notice of Exercise:

Notwithstanding anything to the contrary in the Equity Definitions, in order to exercise any Exercisable Options, Counterparty must notify Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day prior to the scheduled first day of the Settlement Averaging Period for the Exercisable Options being exercised of (i) the number of such Options, (ii) the scheduled first day of the Settlement Averaging Period and the scheduled Settlement Date and (iii) if Combination Settlement is applicable, the Cash Percentage for such Exercisable Options; provided that in respect of Exercisable Options relating to Convertible Notes with a Conversion Date occurring on or after

November 15, 2013, such notice may be given on or prior to the second Scheduled Valid Day immediately preceding the Expiration Date and need only specify the information in clauses (i) and (iii) above.

Notice of Settlement Method:

If the Cash Percentage in respect of any Exercisable Option is greater than 0%, Combination Settlement shall apply as set forth under “Settlement Method” below and, in order to exercise such Exercisable Option, Counterparty must (i) notify Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Settlement Averaging Period for such Exercisable Option that Combination Settlement is applicable with respect to such Exercisable Option and (ii) represent and warrant to Dealer in such notice that, at the time Counterparty specified the Cash Percentage (as defined in the Supplemental Indenture) in respect of the Convertible Notes relating to such Exercisable Option pursuant to Section 4.03(c) of the Supplemental Indenture, neither Counterparty nor any of its affiliates was in possession of any material non-public information with respect to the Issuer or the Shares.

Cash Percentage:

In respect of any Exercisable Option, the Cash Percentage (as defined in the Supplemental Indenture) applicable to the Convertible Notes relating to such Exercisable Option.

Valuation Time:

At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable discretion.

Market Disruption Event:

Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

“‘Market Disruption Event’ means in respect of a Share, (i) a failure by the primary United States national or regional securities exchange or market on which Shares are listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence for more than one half-hour period in the aggregate on any Scheduled Valid Day for the Shares of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any options, contracts or future contracts relating to the Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time.”

Settlement Terms:

Settlement Method:

Net Share Settlement or, if the Cash Percentage for the relevant Exercisable Options is greater than 0%,

Combination Settlement; provided that if, in respect of any Exercisable Option, either (a) Counterparty does not provide a Notice of Settlement Method pursuant to “Notice of Settlement Method” above or (b) Counterparty provides such a Notice of Settlement Method but does not make the representation required under clause (ii) of “Notice of Settlement Method” above, then Net Share Settlement shall be deemed to apply to such Exercisable Option.

Net Share Settlement:

If Net Share Settlement applies to any Exercisable Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date, a number of Shares equal to the Net Shares in respect of such Exercisable Option. In no event will the Net Shares be less than zero.

Dealer will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Shares valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Net Shares:

In respect of any Exercisable Option exercised or deemed exercised, a number of Shares equal to the sum, for each Valid Day during the Settlement Averaging Period for such Exercisable Option, of the Daily Share Amount for such Exercisable Option on such Valid Day.

Daily Share Amount:

In respect of any Exercisable Option exercised or deemed exercised, for a Valid Day during the Settlement Averaging Period for such Exercisable Option:

Daily Option Value:

In respect of any Exercisable Option exercised or deemed exercised, for a Valid Day during the Settlement Averaging Period for such Exercisable Option, an amount equal to (x) the Option Entitlement on such Valid Day, multiplied by (y) the Relevant Price on such Valid Day, divided by (z) the number of Valid Days in the Settlement Averaging Period.

Combination Settlement:

If Combination Settlement applies to any Exercisable Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date (i) an amount of cash equal to the Combination Cash Amount for such Exercisable Option and (ii) a number of Shares, if any, equal to the Combination Share Amount for such Exercisable Option.

Dealer will deliver cash in lieu of any fractional Shares to be delivered with respect to any Combination Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Combination Cash Amount:

In respect of any Exercisable Option exercised or deemed exercised, an amount in cash equal to the sum, for each Valid Day during the Settlement Averaging Period for such Exercisable Option, of (i) the Daily Share Amount for such Exercisable Option on such Valid Day, multiplied by (ii) the Relevant Price on such Valid Day, multiplied by (iii) the Cash Percentage for such Exercisable Option.

Combination Share Amount:

In respect of any Exercisable Option exercised or deemed exercised, a number of Shares equal to the sum, for each Valid Day during the Settlement Averaging Period for such Exercisable Option, of (i) the Daily Share Amount for such Exercisable Option on such Valid Day, multiplied by (ii) 100% minus the Cash Percentage for such Exercisable Option.

Valid Day:

A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then traded. If the Shares are not so listed or traded, “Valid Day” means a Business Day.

Scheduled Valid Day:

A day that is scheduled to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business Day.

Business Day:

Any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

Relevant Price:

On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page NWL.N <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Valid Day, as determined by the Calculation Agent using a volume-weighted method).

Settlement Averaging Period:

For any Exercisable Option, (x) if Counterparty has, on or prior to November 15, 2013, delivered a Notice of Exercise to Dealer with respect to such Exercisable Option with a Conversion Date occurring prior to November 15, 2013, the forty (40) consecutive Valid Days commencing on and including the second Scheduled Valid Day following such Conversion Date, or (y) if Counterparty has, on or following November 15, 2013, delivered a Notice of Exercise to Dealer with respect to such Exercisable Option with a Conversion Date occurring on or following November 15, 2013, the forty (40) consecutive Valid Days commencing on, and including, the forty-second (42nd) Scheduled Valid Day immediately prior to the Expiration Date.

Settlement Date:

For any Exercisable Option, the date Shares, cash or a combination thereof will be delivered or paid, as the case may be, with respect to the Convertible Notes related to such Exercisable Options, under the terms of the Supplemental Indenture.

Settlement Currency:

USD

Other Applicable Provisions:

The provisions of Sections 9.1(c), 9.8, 9.9, 9.11, 9.12 and 10.5 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to (i) “Net Share Settled” to the extent Net Share Settlement is applicable or (ii) “Combination Settled” to the extent Shares will be delivered in connection an election of Combination Settlement. “Net Share Settled” in relation to any Option means that Net Share Settlement is applicable to that Option, and “Combination Settled” in relation to any Option means that Combination Settlement is applicable to that Option.

Representation and Agreement:

Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws.

3. Additional Terms applicable to the Transaction:

   Adjustments applicable to the Transaction:

Potential Adjustment Events:

Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in Section 4.04 of the Supplemental Indenture that would result in an adjustment to the Conversion Rate of the Convertible Notes; provided that in no event shall there be any adjustment hereunder as a result of an adjustment to the Conversion Rate pursuant to Section 4.04(g), Section 4.04(h) or Section 4.06 of the Supplemental Indenture.

Method of Adjustment:

Calculation Agent Adjustment, and means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any adjustment to the Conversion Rate of the Convertible Notes pursuant to the Supplemental Indenture (other than Section 4.04(g), Section 4.04(h) and Section 4.06 of the Supplemental Indenture), the Calculation Agent will make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction; provided that if the Calculation Agent in good faith disagrees with any adjustment to the Conversion Rate pursuant to Section 4.04(c), Section 4.04(e), Section 4.05 or Section 4.07 of the Supplemental Indenture, the Calculation Agent will determine the corresponding adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment of the Transaction in a commercially reasonable manner.

Extraordinary Events applicable to the Transaction:

Merger Events:

Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in clauses (i) to (iv) (inclusive) of Section 4.07 of the Supplemental Indenture.

Tender Offers:

Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 4.04(e) of the Supplemental Indenture.

Consequence of Merger Events/
     Tender Offers:

Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction; provided , however , that such adjustment shall be made without regard to any adjustment to the Conversion Rate for the issuance of additional shares as set forth in Section 4.06 of the Supplemental Indenture; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer, will not be the Issuer following such Merger Event or Tender Offer, then Cancellation and Payment (Calculation Agent Determination) shall apply.

Cancellation and Payment (Calculation Agent

Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

 Change in Law:

Applicable; provided that Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions.”

 Failure to Deliver:

Applicable

 Hedging Disruption:

Applicable; provided that Section 12.9(a)(v) of the Equity Definitions is hereby modified by inserting the following two phrases at the end of such Section:

“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”

 Hedging Party:

Dealer for all applicable Additional Disruption Events.

 Determining Party:

Dealer for all applicable Extraordinary Events

Non-Reliance:

Applicable

Agreements and Acknowledgements
     Regarding Hedging Activities:

Applicable

Additional Acknowledgments:

Applicable

4. Calculation Agent:

Dealer; provided that all determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation by the Calculation Agent hereunder and a prior written request by Counterparty, the Calculation Agent shall provide Counterparty a written explanation of any calculation or adjustment made by it including, where applicable, a description of the methodology and the basis for such calculation or adjustment in reasonable detail, it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models used by it for such calculation.

(a)

Account for payments to Counterparty:

(b)

Account for payments to Dealer:

(a)

Address for notices or communications to Counterparty:

(b)

Address for notices or communications to Dealer: