Re: Separation Agreement and General Release

1.

Your employment with the Company will be reduced beginning 11:59 PM, December 31, 2009. During your reduced level of employment you will continue to be entitled to the benefits described in Section 2 below. Thereafter, your employment with the Company will be terminated effective 11:59 PM, September 30, 2010 (“Separation Date”).

2.

In consideration of your acceptance of this Agreement and your execution and non-revocation of the attached Supplemental Separation Agreement and Release (“Supplemental Release”) (attached as Exhibit A), you will be entitled to the following items during your reduced level of employment from January 1, 2010 through the Separation Date:

(a)

The Company shall provide you with a base salary of $345,967 payable over your 9 months of employment in 2010 at such intervals as salaries are paid by the Company to its executive employees, but not less frequently than semi-monthly. You agree to work in whatever capacity as directed by the Company until the Separation Date, which the parties agree shall be at a rate of more than 20% of the rate of service you provided to the Company since January 1, 2007. If your employment is terminated by the Company for cause before the Separation Date, you will not be entitled to any additional payments under this Section 2(a), and you will not be entitled to any severance under any plan or program maintained by the Company.

(b)

Your period of employment provided hereunder will be counted for purposes of satisfying the age and service requirements under the 2008 Deferred Compensation Plan so that your SERP Cash Account under the 2008 Deferred Compensation Plan may be paid at the time and in the form of payment that you have elected in accordance with the terms of the 2008 Deferred Compensation Plan.

(c)

You will be eligible to receive a SERP Cash Account Credit for 2009 under the 2008 Deferred Compensation Plan in an amount and at such time as provided under the terms of the 2008 Deferred Compensation Plan. You will not be entitled to a credit to your SERP Cash Account for 2010.

(d)

You will remain eligible to receive a bonus under the Management Cash Bonus Plan for the 2009 performance period based on satisfaction of applicable performance criteria. Such bonus shall be paid in accordance with the terms of the Management Cash Bonus Plan. You will not be eligible to participate in the Management Cash Bonus Plan or in any other long-term or annual incentive plan for performance periods commencing in 2010.

(e)

You will not accrue vacation during your reduced level of employment.

(f)

You will not receive Credited Service under the Newell Rubbermaid Supplemental Executive Retirement Plan during the reduced level of employment.

3.

In consideration of your acceptance of this Agreement, you will be entitled to the following payments and benefits on or after the Separation Date, provided you do not resign or the Company does not terminate your employment for cause prior to the Separation Date. If the Company terminates your employment without cause prior to the Separation Date, you shall remain entitled to the benefits provided in this Section 3, provided you execute, and do not revoke, the Supplemental Release.

(a)

Your interest in your SERP Cash Account, including the 2009 contribution noted above, will become 100% vested (to the extent not already vested) on the 8th day after you have signed and not revoked the Supplemental Release.

(b)

Your 2007 grant of 13,787 shares of restricted stock under the Newell Rubbermaid Inc. Long Term Incentive Plan (“LTIP”) will become 100% vested on February 6, 2010 in accordance with the terms of the LTIP and related award agreement.

(c)

If you sign the Supplemental Release on September 30, 2010, then your 2008 grant of 9,842 shares of restricted stock that were granted February 13, 2008 under the LTIP (“LTIP Shares”) will become 100% vested on the 8th day after the Separation Date. If you sign the Supplemental Release on any date after September 30, 2010, then the LTIP Shares will become 100% vested on the 8th day after you have signed and not revoked the Supplemental Release.

(d)

You will be eligible to receive shares for the 49,500 restricted stock units (“RSUs”) granted to you on February 11, 2009 under the LTIP. The 49,500 RSUs will become vested on your Separation Date and will be settled for stock, subject to the requirements of Section 12 of this Agreement, at the time provided under the 2009 RSU award agreement, but in no event before the 8th day after you sign and do not revoke the Supplemental Release. If the Supplemental Release has not been signed and become irrevocable by October 30, 2010, you will forfeit the 49,500 RSUs.

(e)

Your stock options granted under the 1993 and 2003 Stock Option Plans will continue to vest through your Separation Date in accordance with the terms of the applicable stock option agreement as though you remained a full-time employee through the Separation Date. All of your stock options granted under the 1993 or 2003 Stock Option Plans that will have become vested as of your Separation Date will be exercisable until the earlier of: (i) September 30, 2011 and (ii) the 10th anniversary of the date of the original grant. All of your stock options granted under the 1993 or 2003 Stock Option Plans that are not vested as of your Separation Date will remain outstanding and become 100% vested on February 11, 2012. Your options that vest on February 11, 2012 will be exercisable until the earlier of: (i) February 11, 2013 and (ii) the 10th anniversary of the date of the original grant.

(f)

As additional consideration for your acceptance of this Agreement, the Company will continue to provide group health benefits and dental benefits to you and, if applicable, your dependents, at the same cost it charges its employees. Assuming you continue to pay the required contributions, this continued medical and dental coverage will expire on the earlier of your sixty-fifth (65th) birthday or the date you become eligible for government-sponsored similar coverage. The Company, in its sole discretion, may elect to purchase separate health and/or dental insurance for you and your spouse, provided said insurance contains similar terms and conditions. The Company reserves the right to change the benefits provided or your contribution amount, consistent with changes applicable to the Company’s employees generally.

(g)

You may purchase your Company-leased car within 30 days of the Separation Date at its then black-book price.

(h)

Upon your termination of employment on the Separation Date, you will be entitled to the benefits provided under this Section 3, and you will not be entitled to any other severance benefit under any plan or program maintained by the Company. Except as stated above, all other benefits, bonuses and compensation will end on the Separation Date. However, this Agreement does not affect any existing vested rights that you may have in the Company’s bonus, deferred compensation, pension, retirement and/or 401(k) plans. You will receive, under separate cover, information regarding your rights and options, if any, under said plans.

4.

In consideration of the payments and benefits provided to you above, to which you are not otherwise entitled and the sufficiency of which you acknowledge, you agree:

(a)

On behalf of yourself and your heirs, administrators, executors and assigns, you hereby fully, finally and unconditionally release and forever discharge the Company and its parent, subsidiary and affiliated entities and all their former and present officers, directors, shareholders, employees, trustees, fiduciaries, administrators, attorneys, consultants, agents, and other representatives, and all their respective predecessors, successors and assigns (collectively “Released Parties”), in their corporate, personal and representative capacities, from any and all obligations, rights, claims, damages, costs, attorneys’ fees, suits and demands, of any and every kind, nature and character, known or unknown, liquidated or unliquidated, absolute or contingent, in law and in equity, enforceable under any local, state or federal common law, constitution, statute or ordinance, which arise from or relate to your past employment with the Company or the termination thereof, or any past actions or omissions of the Company or any of the Released Parties, including without limitation, rights and claims arising under the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Age Discrimination in Employment Act of 1967, as amended, and all claims arising under the laws of Georgia, including the Georgia Equal Pay Act, Ga. Code Ann. §34-5-3 et seq., Georgia Equal Employment for Persons with Disabilities Code, Ga. Code Ann. §34-6A-1, Georgia law on age discrimination, Ga. Code Ann. §34-1-2 (collectively “Released Claims”); provided, however, that nothing herein shall release the Company of its obligations to you under this Separation Agreement or any indemnification obligations to you under the Company’s bylaws, certificate of incorporation, or Delaware law. Subject to applicable law, you also warrant that you have not filed or sued and will not sue or file any actions against the Company or any of the Released Parties with respect to the Released Claims. You understand and agree that this release includes a release of all Released Claims arising on or before the day you sign this Agreement whether known or unknown.

(b)

You recognize and agree that in exchange for the consideration provided in this Agreement that you hereby agree to execute and not revoke the Supplemental Release. You further agree that the consideration identified in this Agreement is specifically identified as consideration for the Supplemental Release, the sufficiency of which you hereby acknowledge.

5.

Non-Competition and Non-Solicitation

(a)

The Company . The Company is a global marketer of consumer and commercial products.

(b)

Your Job Duties . You agree that as the Company’s Chief Financial Officer, your primary job duty during your entire tenure with the Company was the management of the Company’s finances including, but not limited to, overseeing the Company’s quarterly and annual financial reporting obligations, and that you are regularly exposed to trade secrets, confidential, and proprietary information in addition to financial records. You agree that the business of the Company extends to all 50 states and that during your employment with the Company you have gained competitive, confidential, trade secret, and proprietary information relating to the Company and its business in all 50 states. You further agree that disclosure or use of this information by you or by any other entity would lead to irreparable harm to the Company.

(c)

Employee’s Obligations

(i)

Non-Competition . Through the Separation Date, you agree that you will not perform the same or substantially the same job duties on behalf of a business or organization that competes with the Company. Further, you agree that Company operates on a global basis and this restriction is worldwide.

(ii)

Non-Solicitation . You agree that you previously entered into a Non-Solicitation Agreement with the Company in February 2006, attached hereto as Exhibit B, and that such agreement continues in full force and effect for a period of two years following the Separation Date. You further agree that the consideration in the Non-Solicitation Agreement is sufficient to support the obligations undertaken by you in that agreement. However, you further reaffirm those obligations in this Agreement and agree that the consideration provided in this Agreement is adequate consideration to reaffirm those obligations.

(d)

Reasonableness . You hereby acknowledge and agree that: (i) the restrictions provided in this section are reasonable in time and scope in light of the necessity for the protection of the business and good will of the Company and the consideration provided to you under this Agreement; and (ii) your ability to work and earn a living will not be unreasonably restrained by the application of these restrictions.

(e)

Injunctive Relief . You also recognize and agree that should you fail to comply with the restrictions set forth above regarding Non-Competition and/or Non-Solicitation, which restrictions you recognize are vital to the success of the Company’s business, the Company would suffer irreparable harm for which there is no adequate remedy at law due to the impossibility of ascertaining exact money damages. Therefore, you agree that in the event of the breach or threatened breach by you of any of the terms and conditions of this Agreement, the Company shall be entitled, in addition to any other rights or remedies available to it, to institute proceedings in a federal or state court and to secure immediate temporary, preliminary and permanent injunctive relief. In the event the enforceability of any of the covenants in this section are challenged in court, the applicable time period as to such covenant shall be deemed tolled upon the filing of the lawsuit challenging the enforceability of this Agreement until the dispute is finally resolved and all periods of appeal have expired.

6.

You understand and agree that this Agreement contemplates and memorializes an unequivocal, complete and final dissolution of your employment relationship with the Company on the Separation Date, and that, therefore, you will have no right to be reinstated to employment with or rehired by the Company after the Separation Date, and that after the Separation Date, the Company and its affiliated and related entities and their successors and assigns shall have no obligation to consider you for employment. You further agree that you will not apply for employment with the Company or any Released Party at any time.

7.

You agree to return to the Company all of the Company’s property on or before the Separation Date, including, without limit, any electronic or paper documents and records and copies thereof that you received or acquired during your employment regarding the Company’s practices, procedures, trade secrets, customer lists, or product marketing, and that you will not use the same for your own purpose. Unless required or otherwise permitted by law, you further agree that while you are considering this Agreement, through the Separation Date and at any time following the Separation Date, you will not disclose to any person, firm, or corporation or use for your own benefit any information regarding the following:

(a)

Any secret or confidential information obtained or learned by you in the course of your employment with Company with regard to the operational, financial, business or other affairs of Company or its subsidiaries, divisions, or parent companies including, without limitation, proprietary trade “know how” and secrets, financial information and models, customer lists, business, marketing, sales and acquisition plans, identity and qualifications of Company’s employees, sources of supply, pricing policies, proprietary operational methods, product specifications or technical processes; and

(b)

The benefits and terms of this Agreement, except that you may disclose this information to your spouse and your attorney, accountant or other professional advisor to whom you must make the disclosure in order for them to render professional services to you, provided that you first advise them of this confidentiality provision and they also agree to maintain the confidentiality of the benefits and terms of this Agreement.

8.

Subject to applicable law, in the event that you breach any of your obligations under this Agreement, the Company is entitled to terminate your employment, stop any payments or other benefits provided hereunder and obtain all other relief provided by law or equity.

9.

It is agreed that neither you nor the Company, or any of its officers, directors or employees, make any admission of any failing or wrongdoing or violation of any local, state or federal law by entering into this Agreement, and that the parties have entered into this Agreement simply to resolve your employment relationship in an amicable manner. While considering this Agreement and at all times thereafter, you agree to act in a professional manner and not make any disparaging or negative statements regarding the Company, or its affiliated companies, and their officers, directors and employees, or to otherwise act in any manner that would damage the business reputation of the same.

10.

Through the Separation Date and thereafter, you agree, upon reasonable notice, to advise and assist the Company and its counsel in preparing such operational, financial and other reports, or other filings and documents, as the Company may reasonably request, and otherwise cooperate with the Company and its affiliates with any request for information. You also agree to assist the Company and its counsel in prosecuting or defending against any litigation, complaints or claims against or involving the Company or its affiliates. The Company shall pay your necessary travel costs and expenses in the event it requires you to assist it under this paragraph. All expense reimbursements must be submitted within 30 days of the date the expense is incurred and the Company will reimburse such expenses within 30 days of the date you submit your expenses for reimbursement.

11.

You acknowledge and agree that this Agreement sets forth the entire understanding between the parties concerning the matters discussed herein, that no promise or inducement has been offered to you to enter into this Agreement except as expressly set forth herein, and that the provisions of this Agreement are severable such that if any part of the Agreement is found to be unenforceable, the other parts shall remain fully valid and enforceable.

12.

It is the Company’s intent that this Agreement be exempt from the application of, or otherwise complies with, the requirements of Section 409A of the