Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 12, 2008, the Board of Directors of the Company approved amendments to the Company's By-Laws, which amendments took effect upon adoption by the Board of Directors. The amendments consisted of the following:

• Amendment to Article II to add a new Section 2.12 thereof that establishes advance notice requirements that would be applicable to stockholders seeking to bring business before the Company's annual meeting of stockholders (other than to nominate persons for election to the Board of Directors). The requirements of
Section 2.12 include, among other things, that any stockholder making such a proposal must provide to the Company (i) notice of such proposal not less than 90 days prior to the anniversary date of the Company's immediately preceding annual meeting of stockholders and (ii) disclosure of derivative transactions in the Company's stock and arrangements among stockholders and other associated persons. The advance notice provisions in new Section 2.12 do not affect the rights of stockholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

• Amendment to Article III to add a new Section 3.15 thereof that supplements the current advance notice requirements contained in Article Eighth of the Company's Restated Certificate of Incorporation that are applicable to stockholders seeking to nominate persons for election to the Board of Directors. The requirements of Section 3.15 include, among other things, disclosure of derivative transactions in the Company's stock and arrangements among stockholders and other associated persons.

The full text of the Company's By-Laws, as amended, is set forth in Exhibit 3.1. The description of the amendments to the By-Laws contained herein is qualified in its entirety by the complete text of the amendments, which are attached hereto as Exhibit 3.2 and incorporated by reference into this item.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit
Number Description
3.1 By-laws of Newell Rubbermaid Inc., as amended November 12, 2008.
3.2 Amendments to By-laws of Newell Rubbermaid Inc., effective November 12, 2008.

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