exv10w3






Exhibit 10.3









EXECUTION VERSION




JPMorgan Chase Bank, National Association

P.O. Box 161

60 Victoria Embankment

London EC4Y 0JP

England




          March 24, 2009




	 	 	 	 	 
	To:	 	Newell Rubbermaid Inc.
	 	 	Three Glenlake Parkway
	 	 	Atlanta, Georgia 30328
	 

	 	Attention:
	 	Treasurer
	 

	 	Telephone No.:
	 	(770) 418-7000
	 

	 	Facsimile No.:
	 	(770) 677-8705






Re: Call Option Confirmation and Warrant Confirmation




     Newell Rubbermaid Inc. (“Company”) and JPMorgan Chase Bank, National Association, London
Branch (“Dealer”) concurrently herewith are entering into a call option transaction (the “Call
Option Transaction”) to purchase from Dealer a number of options exercisable into Shares pursuant
to a letter agreement dated as of the date hereof (the “Call Option Confirmation”) and a warrant
transaction (the “Warrant Transaction”, together with the Call Option Transaction, the
“Transactions”) to sell to Dealer a number of options exercisable into Shares pursuant to a letter
agreement dated as of the date hereof (the “Warrant Confirmation”, together with the Call Option
Confirmation, the “Confirmations”).



     This letter agreement (the “Letter Agreement”) hereby confirms the agreement between Dealer
and Company as follows:



     1. Terms Used but Not Defined Herein. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Call Option Confirmation or the Warrant
Confirmation, as applicable.



     2. Representations and Warranties of Company. Company represents and warrants to
Dealer that it is not entering into this Letter Agreement (i) on the basis of, and it is not aware
of, any material non-public information with respect to itself or the Shares (ii) in anticipation
of, in connection with, or to facilitate, a distribution of its securities (other than the
Convertible Notes), a self tender offer for equity securities or a third-party tender offer or
(iii) to create actual or apparent trading activity in the Shares (or any security convertible into
or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the
Shares (or any security convertible into or exchangeable for the Shares).



     3. Amendment. If the Underwriters (the “Underwriters”) party to the Underwriting
Agreement (the “Underwriting Agreement”) dated as of the date hereof among Company, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., as representatives of
the Underwriters party thereto, exercise their option to purchase additional Convertible Notes (the
“Additional Convertible Notes”), then on the closing date for the purchase and sale of the
Additional Convertible Notes, (i) the Number of Options will be automatically increased by
additional Options (the “Additional Options”) equal to the number of Additional Convertible Notes
in denominations of USD 1,000 principal amount issued pursuant to such exercise; (ii) an additional
premium equal to the product of the Additional Options and USD 200.00 shall be paid by Company to
Dealer; (iii) the Number of Warrants will be automatically increased by additional Warrants (the
“Additional Warrants”) in proportion to such Additional Convertible Notes; and (iv) an 


JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority




 









 





 additional
premium equal to the product of the Additional Warrants and USD 0.8176 shall be paid by Dealer to
the Company.



     4. Early Unwind. In the event the sale of Convertible Notes is not consummated with
the Underwriters for any reason by the close of business in New York on March 30, 2009 (or such
later date as agreed upon by the parties) (March 30, 2009 or such later date, the “Closing Date”)
or, with respect to any Additional Convertible Notes, on the Subsequent Closing Date as defined in
the Underwriting Agreement (the “Subsequent Closing Date” and the Closing Date or the Subsequent
Closing Date, as applicable, the “Early Unwind Date”), the Transactions (or, with respect to any
Additional Convertible Notes, the Additional Options and Additional Warrants) shall automatically
terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transactions (or, with respect
to any Additional Convertible Notes, the Additional Options and the Additional Warrants) and all of
the respective rights and obligations of Dealer and Company under the Transactions, the Additional
Options or Additional Warrants, as applicable, shall be cancelled and terminated and (ii) each
party shall be released and discharged by the other party from and agrees not to make any claim
against the other party with respect to any obligations or liabilities of the other party arising
out of and to be performed in connection with the Transactions, the Additional Options or the
Additional Warrants, as applicable, either prior to or after the Early Unwind Date; provided that
Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one
or more of its affiliates in connection with the Transactions, up to a maximum of 3,607,948 Shares,
at the then prevailing market price as determined by the Calculation Agent. Dealer and Company
represent and acknowledge to the other that, subject to the proviso included in this Section, upon
an Early Unwind, all obligations with respect to the Transactions, the Additional Options or the
Additional Warrants, as applicable, shall be deemed fully and finally discharged.



     5. Counterparts. This Letter Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if all of the signatures thereto and
hereto were upon the same instrument.



     6. Governing Law. The provisions of this Letter Agreement shall be governed by the
New York law (without reference to choice of law doctrine).




2









 













     Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
this Letter Agreement and returning it to EDG Confirmation Group, J.P. Morgan Securities Inc., 277
Park Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212) 622 8519.



Very truly yours,




	 	 	 	 	 	 	 
	 	 	J.P. Morgan Securities Inc., as agent for

JPMorgan Chase Bank, National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael O’Donovan	 	 
	 

	 	 	 	 	 	 
	 	 	Authorized Signatory	 	 
	 	 	Name: Michael O’Donovan	 	 






	 	 	 	 	 	 	 
	 	 	Accepted and confirmed

as of the Trade Date:	 	 
	 
	 	 	 	 	 	 
	 	 	Newell Rubbermaid Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dale L. Metz	 	 
	 

	 	 	 	 	 	 
	 	 	Authorized Signatory	 	 
	 	 	Name: Dale L. Metz	 	 






JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority