Item 1.01 Entry into a Material Definitive Agreement.
On March 26, 2009, Newell Rubbermaid Inc. (the "Company") and J.P. Morgan Securities Inc. and Banc of America Securities LLC, acting for themselves and as representatives of the other several underwriters, entered into an Underwriting Agreement (the "Underwriting Agreement") with respect to the offering and sale of unsecured and unsubordinated notes, consisting of $300,000,000 in 10.60% Notes due 2019 (the "Notes"), under the Company's Registration Statement on Form S-3 (Registration No. 333-149887). The sale closed on March 31, 2009. The purchase price paid by the underwriters was 96.942% of the aggregate principal amount. The Notes were issued pursuant to an Indenture dated as of November 1, 1995, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association)), as trustee (as filed with the Securities and Exchange Commission as Exhibit 4.1 to Company's Current Report on Form 8-K dated May 3, 1996, File No. 001-09608).
Copies of the Underwriting Agreement and the form of the Notes are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K, and are hereby incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. Exhibit Description
1.1 Underwriting Agreement, dated March 26, 2009, among Newell Rubbermaid Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC

4.1 Form of 10.60% Note due 2019

5.1 Opinion of Schiff Hardin LLP

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