Supplemental Executive Retirement Plan

Exhibit 10.7 Final NEWELL RUBBERMAID
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Traditional SERP Benefit Effective January 1, 2008


NEWELL RUBBERMAID
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Traditional SERP Benefit
(Effective January 1, 2008) TABLE OF CONTENTS INTRODUCTION & HISTORY 1 ARTICLE I NAME, PURPOSE, LEGAL STATUS 3 ARTICLE II GENERAL DEFINITIONS 4 ARTICLE III PARTICIPATION 7 ARTICLE IV SERP FORMULA 8 ARTICLE V VESTING 11 ARTICLE VI RETIREMENT BENEFIT (President or Above) 14 ARTICLE VII RETIREMENT BENEFIT (Vice President) 16 ARTICLE VIII PRERETIREMENT DEATH BENEFIT (President or Above) 19 ARTICLE IX PRERETIREMENT DEATH BENEFIT (Vice President) 21 ARTICLE X SPECIAL PROVISIONS 23 ARTICLE XI ADMINISTRATION AND FINANCING 28 ARTICLE XII AMENDMENT AND TERMINATION 31 ARTICLE XIII MISCELLANEOUS 33 ARTICLE XIV 2004 PLAN 35

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NEWELL RUBBERMAID
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Traditional SERP Benefit
(Effective January 1, 2008) INTRODUCTION & HISTORY The Plan Effective January 1, 1982, Newell Operating Company (the " Company" ) originally established the Supplemental Retirement Plan for Key Executives (the " 1982 Plan" ), which was established to provide supplemental retirement benefits for an eligible Vice President or an eligible President or Above, and was subsequently amended and restated several times thereafter.Effective January 1, 2004, the Company renamed the 1982 Plan as the Newell Rubbermaid Supplemental Executive Retirement Plan (the " 2004 Plan" ) and its benefit as the " Traditional SERP Benefit" and adopted the Newell Rubbermaid Retirement Choice Program (described below).Effective January 1, 2007, the Company amended the 2004 Plan to (i) suspend participation of future executives in the 2004 Plan and (ii) modify the determination of a Participant' s bonus for purposes of the SERP benefit formula.Effective January 1, 2008, the Company hereby amends and restates the 2004 Plan to incorporate changes required by Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ), and the final regulations thereunder (described below), as provided in the plan hereunder (the " Plan" ). Newell Rubbermaid Retirement Choice Program (2004) Effective January 1, 2004, the Company adopted the Newell Rubbermaid Retirement Choice Program (the " Program" ) regarding the Traditional SERP Benefit under the 2004 Plan and established the SERP Cash Account benefit under the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan (the " 2002 Deferred Compensation Plan" ).Under the Program, each existing Vice President (a corporate non-Executive Vice President of Newell Rubbermaid Inc., and a subsidiary Vice President, as designated by the Company) participating in the 1982 Plan as of December 31, 2003 made a one-time, irrevocable election to (i) remain in the 2004 Plan for the Traditional SERP Benefit or (ii) cease participation in the Traditional SERP Benefit and participate in the new SERP Cash Account benefit under the 2002 Deferred Compensation Plan. If the Vice President elected to participate in the SERP Cash Account, the equivalent lump sum amount of his benefit under the 1982 Plan was transferred to his SERP Cash Account under the 2002 Deferred Compensation Plan (and he therefore ceased to have any benefit under the 2004 Plan).Further, each existing President or Above (the Chief Executive Officer and an Executive Vice President or Senior Vice President of Newell Rubbermaid Inc., and a Division President, as designated by the Company) participating in the 1982 Plan as of December 31, 2003 (i) remained in the 2004 Plan for the Traditional SERP Benefit and (ii) began participation in the SERP Cash Account. His opening balance under the SERP Cash Account was equal to the equivalent lump sum amount of his benefit under the 1982 Plan (with such SERP Cash Account used as an offset of the Traditional SERP Benefit).

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Thereafter, a President or Above who became eligible for the 2004 Plan as a President or Above on or after January 1, 2004 (including therefore any previous or future Vice President promoted to President or Above) participated in both the (i) 2004 Plan for the Traditional SERP Benefit (but with a 50% SERP formula, except that a Vice President who elected to remain in the Traditional SERP Benefit continued to participate in the 67% SERP formula) and (ii) 2002 Deferred Compensation Plan for the SERP Cash Account benefit, with prospective benefits as provided thereunder.The Traditional SERP Benefit of each President or Above under the 2004 Plan is offset by any amounts in his SERP Cash Account. The Vice Presidents who elected to remain in the 2004 Plan for the Traditional SERP Benefit do not participate in the SERP Cash Account benefit under the 2002 Deferred Compensation Plan. Section 409A Compliance (2008) Effective January 1, 2008, the 2004 Plan is hereby amended and restated to comply with Section 409A of the Code and, in connection therewith, the Traditional SERP Benefit for a (i) President or Above will be paid in a lump sum payment or installments at the same time and form of payment as his SERP Cash Account and (ii) Vice President will be paid independently of the Newell Rubbermaid Pension Plan.

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ARTICLE I
NAME, PURPOSE, LEGAL STATUS 1.1 Name . The Plan hereunder shall be known as the Newell Rubbermaid Supplemental Executive Retirement Plan (the " Plan" ), providing the Traditional SERP Benefit thereunder effective January 1, 2008. 1.2 Purpose . The purpose of the Plan and its Traditional SERP Benefit is to provide supplemental retirement and death benefits for an eligible Vice President or President or Above who had become a participant of the 2004 Plan before January 1, 2007. 1.3 Plan . Effective January 1, 2008, the Plan shall apply to each Covered Executive. The Plan shall supersede the 2004 Plan for each Covered Executive and, therefore, shall exclusively govern the vesting, entitlement, calculation and payment of the benefit of a Covered Executive under the Plan and 2004 Plan. 1.4 2004 Plan . Effective January 1, 2008, the 2004 Plan shall continue to apply to each participant or beneficiary of the 2004 Plan who is not a Covered Executive. The 2004 Plan, therefore, shall govern the benefits payable to a Grandfathered Participant and Interim Participant, as such terms are defined in Article XIV, except that (i) the 2004 Plan shall be considered amended as provided in Article XIV for each Interim Participant to comply with Section 409A of the Code for the period from January 1, 2005 through December 31, 2007 and as otherwise provided in Article XIV and (ii) the Plan shall apply regarding the reemployment of any Interim Participant. 1.5 ERISA Status . The Company intends the Plan to be an unfunded deferred compensation plan for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. 1.6 Code Section 409A . The Company intends the Plan to comply with Section 409A of the Code, but does not warrant or guarantee compliance therewith, in accordance with Section 10.9.

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ARTICLE II
GENERAL DEFINITIONS 2.1 " Actuarial Assumptions" means the interest rate and mortality assumptions as defined in (i) Section 6.5, for a President or Above or (ii) Section 7.8, for a Vice President. 2.2 " Affiliate" means each entity with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in applying Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language " at least 50 percent" is used instead of " at least 80 percent" each place it appears in Section 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c), " at least 50 percent" is used instead of " at least 80 percent" each place it appears in that regulation. Such term shall be interpreted in a manner consistent with the definition of " service recipient" contained in Section 409A of the Code. 2.3 " Affiliated Group" means (i) the Company and (ii) all Affiliates. 2.4 " Board" means the Board of Directors of the Company. 2.5 " Change in Control" means the occurrence of a " change in the ownership," a " change in the effective control" or a " change in the ownership of a substantial portion of the assets" of the Company or an Affiliate within the meaning of Section 409A of the Code. 2.6 " Code" means the Internal Revenue Code of 1986, as amended. 2.7 " Commencement Effective Date" refers to the effective date of commencement of the SERP retirement benefit under Article VII of a Participant who is a Vice President and means the first day of the month after the later of (i) the age elected by him for the commencement of his retirement benefit under Section 7.10 or (ii) his Separation from Service. 2.8 " Committee" means the Newell Rubbermaid Benefit Plans Administrative Committee, or its designee. 2.9 " Company" means Newell Operating Company, a Delaware corporation, and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Newell Operating Company with any other corporation, limited liability company, joint venture, partnership or other entity or entities. 2.10 " Covered Executive" means each individual who was a participant of the 2004 Plan and (i) had not Separated from Service by December 31, 2007 and continues to be eligible for the Plan as determined by the Committee or (ii) was employed by the Company or an Affiliate on or after January 1, 2005, had Separated from Service by December 31, 2007, was vested under the 2004 Plan and had not commenced benefits under the 2004 Plan by December 31, 2007. 2.11 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 2.12 " Early Retirement Date" of a Participant who is a Vice President means the first day of the month coincident with or next following the date he has both (i) reached his 60 th birthday and (ii) been credited with at least 15 Years of Early Retirement Service.

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2.13 " New High Level Executive" means a Participant who had first became eligible (or reeligible) for the 2004 Plan as a President or Above on or after January 1, 2004 and before January 1, 2007. A New High Level Executive, therefore, may have included any Vice President promoted to President or Above, including a Vice President who elected under the Newell Rubbermaid Retirement Choice Program effective January 1, 2004 to (i) continue to participate in the 2004 Plan for the Traditional SERP Benefit or (ii) participate in the SERP Cash Account. 2.14 " 1982 Plan" means the Newell Rubbermaid Supplemental Retirement Plan for Key Executives, as in effect prior to January 1, 2004. 2.15 " Normal Retirement Date" of a Participant means the first day of the month coincident with or next following the later of his (i) 65th birthday or (ii) Separation from Service. 2.16 " Participant" means each Covered Executive who becomes a Participant in the Plan under Section 3.1 and continues to be a Participant under Section 3.3. 2.17 " Participating Affiliate" means Newell Rubbermaid Inc. or an Affiliate which adopts the Plan with the consent of the Company. 2.18 " Pension Plan" means the Newell Rubbermaid Pension Plan. 2.19 " Plan" or " SERP" means the Newell Rubbermaid Supplemental Executive Retirement Plan, as provided in the plan hereunder and as the successor to the 2004 Plan effective January 1, 2008. 2.20 " Plan Year" means the calendar year. 2.21 " Preretirement Date" means the first day of the month coincident with or next following the date of a Participant' s death (regardless, in the case of a Vice President, of whether he has reached his Early Retirement Date). 2.22 " President or Above" means the Chief Executive Officer and an Executive Vice President or Senior Vice President of Newell Rubbermaid Inc., and a Division President of the Affiliated Group, as designated by the Company. 2.23 " SERP Cash Account" means the Company Contribution Sub-Account maintained for a Participant under the 2008 Deferred Compensation Plan. 2.24 " SERP Accrued Monthly Benefit" means the benefit amount of a Participant determined under Section 4.1 (as the amount payable as of his Normal Retirement Date, as provided thereunder), calculated as of his Separation from Service (or, if earlier, date of death), except as otherwise provided by the Plan. 2.25 " SERP Transfer Date" refers to the effective date of the calculation and transfer of the SERP retirement benefit under Article VI or preretirement death benefit under Article VIII of a Participant who is a President or Above to the 2008 Deferred Compensation Plan and means the January 1st immediately following his (i) Separation from Service, with respect to his SERP retirement benefit under Article VI or (ii) death, with respect to his SERP preretirement death benefit under Article VIII. 2.26 " Separation from Service" (or any derivation thereof) means a termination of employment or service with the Affiliated Group in such a manner as to constitute a " separation from service" as

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defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any Affiliate to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service. 2.27 " Traditional SERP Benefit" means the benefit provided in the Plan hereunder, effective January 1, 2008. 2.28 " 2002 Deferred Compensation Plan" means the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan. 2.29 " 2004 Plan" means the Newell Rubbermaid Supplemental Executive Retirement Plan, as in effect from January 1, 2004 through December 31, 2007. 2.30 " 2008 Deferred Compensation Plan" means the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, which succeeded the 2002 Deferred Compensation Plan and pays benefits originally accrued thereunder. 2.31 " Vice President" means a corporate non-Executive Vice President of Newell Rubbermaid Inc., and a Vice President of the Affiliated Group, as designated by the Company. 2.32 " Years of Credited Service" of a Participant means his years as defined in Section 4.3, unless otherwise determined by the Committee or provided under the terms of his employment agreement with the Company or an Affiliate. 2.33 " Years of Early Retirement Service" of a Participant who is a Vice President means his years of vesting service under the Pension Plan, unless otherwise determined by the Committee or provided under the terms of his employment agreement with the Company or an Affiliate.

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ARTICLE III
PARTICIPATION 3.1 Covered Executive . Effective as of January 1, 2008, each Covered Executive shall become a Participant in the Plan. No further individual shall become a Participant in the Plan (or otherwise re-participate therein). (Effective January 1, 2007, the 2004 Plan suspended the participation of any new executive, or re-participation of any previous participant, in the 2004 Plan.) 3.2 Payment Elections . A Participant shall make the following elections regarding the time and form of payment of his benefit under the Plan (as applicable): (a) President or Above . A Participant who is a President or Above as of December 31, 2007 shall make an election regarding the form of payment of his SERP Cash Account under the 2008 Deferred Compensation Plan, which election will govern the form of payment of his SERP retirement benefit under Article VI. (b) Vice President . A Participant who is a Vice President as of December 31, 2007 shall make an election under Section 7.10 to specify an age under his Commencement Effective Date for the payment of his SERP retirement benefit under Article VII. Each Participant shall make the foregoing elections at such times prescribed by the Committee therefor, provided each election and the time and manner of such elections comply with Section 409A of the Code. 3.3 Continued Participation . A Participant' s active participation in the Plan shall be suspended upon his employment status change under Section 4.7 or Separation from Service. Further, a Participant shall cease to be a Participant upon his non-vested Separation from Service under Section 5.3 or the complete transfer or payment of his benefit under the Plan. Thereafter, in any foregoing case, the Participant shall not reparticipate in the Plan under any circumstances, including upon his reemployment with the Affiliated Group.

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ARTICLE IV
SERP FORMULA 4.1 SERP Accrued Monthly Benefit . A Participant' s " SERP Accrued Monthly Benefit" means the following monthly amount, payable as of his Normal Retirement Date: (a) Gross Benefit: 67% times his Final Average Monthly Pay (under Section 4.2), times his Years of Credited Service (under Section 4.3) up to 25 divided by 25; (b) less his Pension Plan Benefit (under Section 4.4); and (c) less his Social Security Benefit (under Section 4.5) , (d) Equals his SERP Accrued Monthly Benefit (but not below zero). However, in the case of a Participant who is a New High Level Executive (other than a Vice President under the 2004 Plan who elected under the Newell Rubbermaid Retirement Choice Program effective January 1, 2004 to continue to participate in the 2004 Plan for the Traditional SERP Benefit), " 50%" shall be substituted for " 67%" in the foregoing formula. 4.2 Final Average Monthly Pay . For purposes of this Article, a Participant' s " Final Average Monthly Pay" is the sum of his Annual Compensation (as defined herein) during the five consecutive calendar years in which his Annual Compensation was the highest, divided by 60 months. If the Participant has not been employed with the Company and Participating Affiliates for five full calendar years, his Final Average Monthly Pay is the monthly average of his Annual Compensation while employed with the Company and Participating Affiliates. For purposes of this Section: (a) Annual Compensation . A Participant' s " Annual Compensation" is his base salary and bonus from the Company and Participating Affiliates paid during a calendar year (including any years prior to his participation in the Plan or 2004 Plan). The Participant' s Annual Compensation, therefore, is not reduced by any elective contributions from his base salary or bonus made under the Newell Rubbermaid 401(k) Savings and Retirement Plan, 2008 Deferred Compensation Plan, 2002 Deferred Compensation Plan or any Code Section 125 plan maintained by the Company or a Participating Affiliate. (b) Cash Bonus Plan . For purposes of subsection (a), a Participant' s " bonus" is the actual amount of a bonus paid to him under a cash bonus plan or program of the Company or a Participating Affiliate. However, effective for a Participant whose initial employment date with the Company or a Participating Affiliate precedes January 1, 2006 and with respect to a bonus paid to him in any year beginning on or after January 1, 2007, his " bonus" shall be the amount of the bonus which would have been paid to him in such year if the bonus formula in effect for calendar year 2005 with respect to his current job classification under the Newell Rubbermaid Inc. Management Cash Bonus Plan or such other cash bonus plan or program of the Company or Participating Affiliate which was or would be applicable to him (for purposes of this Section, a " Cash Bonus Plan" ) was applied to determine the bonus paid to him in such year, as determined by the Company. (c) Transition Stock Awards . Notwithstanding subsection (a), a Participant' s " base salary and bonus" in any event shall not include restricted stock awards made in 2005 and 2006 under the Newell Rubbermaid Inc. Long-Term Incentive Plan in connection with the reduction of his target bonus opportunity under a Cash Bonus Plan.

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4.3 Years of Credited Service . For purposes of this Article and the Plan, a Participant' s " Years of Credited Service" are his whole and fractional years of continuous service which begin and end on the following dates: (a) Begins . A Participant' s Years of Credited Service begin on his " credited service date," i.e. , the date of his initial employment as an employee with the Company or an Affiliate, but starting no sooner than the date any such Affiliate is owned by the Company or an Affiliate. The Participant' s credited service date, therefore, may precede the date of his participation in the 2004 Plan or promotion to Vice President or President or Above. (b) Ends . A Participant' s Years of Credited Service end on the date of his Separation from Service (or, if earlier, the suspension of his participation in the Plan under Section 3.3). A Participant shall receive a (i) whole year for each 365 days of continuous service (or, for leap years, 366 days) and (ii) fractional year equal to his days of continuous service divided by 365 days (or, for leap years, 366 days). 4.4 Pension Plan Benefit . For purposes of this Article, a Participant' s " Pension Plan Benefit" means his following monthly amount under the Pension Plan, determined using the benefit formula(s) in effect under the Pension Plan as of December 31, 2004, and as applicable or would be applicable to the Participant if the Pension Plan had not suspended future benefit accruals and new participants effective December 31, 2004 (as such benefit formula(s) are incorporated herein by reference), based on his marital status on his (i) SERP Transfer Date, for a President or Above or (ii) Commencement Effective Date, for a Vice President; as follows: (a) Married Participant . If the Participant is married (and has been married to the same spouse for the one year period ending on his SERP Transfer Date or Commencement Effective Date, as applicable), the Pension Plan Benefit is the monthly amount from the Pension Plan payable as of his Normal Retirement Date in a qualified joint and 50% survivor annuity with his spouse as the beneficiary under the Pension Plan (and without regard to the amount, if any, actually being paid as of his Normal Retirement Date). (b) Single Participant . If the Participant is not so married under subsection (a), the Pension Plan Benefit is the monthly amount from the Pension Plan payable as of his Normal Retirement Date in a single life annuity under the Pension Plan (and without regard to the amount, if any, actually being paid as of his Normal Retirement Date). A Participant' s Pension Plan Benefit, therefore, (i) includes the benefit he would have received from the Pension Plan had the Pension Plan not been frozen or suspended for new participants effective December 31, 2004 and (ii) is determined without regard to his vested status under the Pension Plan. Further, a Participant' s Pension Plan Benefit, to the extent applicable, shall be based on the actuarial assumptions under the Pension Plan as in effect on December 31, 2007 (regardless if subsequently changed). 4.5 Social Security Benefit . For purposes of this Article, a Participant' s " Social Security Benefit" means the monthly amount of his primary Social Security benefit payable as of his Normal Retirement Date, based on his service and earnings under the Social Security Act as of his Separation from Service, projected with level earnings thereunder based on his most recent compensation with the Company and Participating Affiliates and assuming no increases in the Taxable Wage Base under the Social Security Act. A Participant' s Social Security Benefit,

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therefore, is determined without regard to the actual amount of his monthly Social Security benefit as of his Normal Retirement Date. 4.6 SERP Cash Account . A Participant' s SERP Accrued Monthly Benefit shall be offset in the manner provided under Article VI or VIII or as otherwise provided under the Plan for the amount of his SERP Cash Account (if any), determined without regard to his vested status in the SERP Cash Account. Further, the foregoing reduction for the Participant' s SERP Cash Account shall apply to his entire SERP Cash Account, including, therefore, the portion thereof attributable to (i) in the case of a New High Level Executive who was a Vice President that elected to join the SERP Cash Account effective January 1, 2004, his benefit under the 2004 Plan transferred as an equivalent lump sum amount to the SERP Cash Account or (ii) in the case of a President or Above, the opening balance under the SERP Cash Account equal to his benefit under the 2004 Plan as an equivalent lump sum amount. 4.7 Suspension Upon Employment Status Change . Upon a Participant' s employment status change while remaining employed with the Affiliated Group (other than his promotion from a Vice President to a President or Above under Section 4.8), including but not limited to his (i) transfer from a President or Above or Vice President to a lesser status, (ii) transfer to a non-Participating Affiliate or (iii) cessation of eligibility for the Plan, in each foregoing case as determined by the Company, he shall cease to accrue further increases to his SERP Accrued Monthly Benefit and the amount thereof shall be calculated as if he Separated from Service on the date of his employment status change, but his vested status and the payment of his benefit under the Plan will be subject to the remaining provisions of the Plan (including, in the case of a President or Above, the offset for his SERP Cash Account). Further, the Participant shall continue to be credited with (i) Years of Credited Service to determine his vested status for involuntary termination purposes under Section 5.1(b) and (ii) Years of Early Retirement Service for purposes of his Early Retirement Date (as applicable only to a Vice President). 4.8 Promotion to President or Above . If, after January 1, 2008, a Participant who is a Vice President is promoted to a President or Above, his SERP Accrued Monthly Benefit as of his SERP Transfer Date shall be reduced by his SERP Accrued Monthly Benefit calculated as of the date of his promotion to President or Above (his " Vice President Accrued Benefit" ) to reach his remaining SERP Accrued Monthly Benefit (his " President Accrued Benefit" ). The Participant' s (i) Vice President Accrued Benefit shall be paid to him under the terms of Article VII or IX (as applicable), substituting his Vice President Accrued Benefit for his SERP Accrued Monthly Benefit thereunder and (ii) President Accrued Benefit (less his SERP Cash Account) shall be transferred to the 2008 Deferred Compensation Plan pursuant to the terms of Article VI or VIII (as applicable), by substituting his President Accrued Benefit for his SERP Accrued Monthly Benefit thereunder, but the SERP Lump Sum Amount under Article VI or VIII (as applicable) shall be paid solely in a lump sum payment (notwithstanding any contrary provision of the 2008 Deferred Compensation Plan).

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ARTICLE V
VESTING 5.1 Vesting Requirements . A Participant shall become " vested" in his Traditional SERP Benefit under any following circumstance: (a) Employment At Age 60 . He is employed as an employee on or after his 60 th birthday with the Company or any Affiliate (regardless of his Years of Credited Service). (b) Involuntary Termination With 15 Years . He (i) is involuntarily terminated from employment with all members of the Affiliated Group before his 60 th birthday and (ii) has at least 15 Years of Credited Service; subject to Section 5.6. (c) Rule of 75 Vesting . He qualifies for " rule of 75" vesting under Section 5.2. (d) Change In Control . Upon a change in control (as defined in the Newell Rubbermaid Inc. 2003 Stock Plan, as amended from time to time). (e) Employee of Sold Business . He (i) has been credited with at least 15 Years of Credited Service, (ii) is employed with a member or division of the Affiliated Group on the date of the sale of such member or division to an independent person and (iii) continues employment with the member or division immediately following thereafter. (f) Death During Employment . He dies before his Separation from Service (regardless of the number of his Years of Credited Service). (g) Employment Agreement . If and as provided under the terms of his employment agreement with the Company or an Affiliate, including upon termination following a change in control as provided thereunder. (h) Committee Discretion . Under such other circumstances as determined by the Committee in its sole and absolute discretion. Once vested, the Participant shall be entitled to a retirement benefit from the Plan under Article VI or VII (as applicable) or a preretirement death benefit under Article VIII or IX (as applicable). Notwithstanding any provision of the Plan, a Participant must be vested under this Section in order for he or his spouse or beneficiary to be entitled to receive benefits from the Plan. 5.2 Rule of 75 Vesting . Subject to the requirements set forth below, a Participant shall become fully vested in his Traditional SERP Benefit if, as of the date of his retirement w ...