AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of September 30, 1996, by and among GCP Investors Inc., a Delaware corporation (the "Company"), Rubbermaid Incorporated, an Ohio corporation ("Purchaser"), and Rubbermaid Acquisition Corp., a Delaware...

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                                                               EXHIBIT (2)(ii)  

                              AMENDMENT AGREEMENT
                 AMENDMENT AGREEMENT, dated as of September 30, 1996, by and
among GCP Investors Inc., a Delaware corporation (the "Company"), Rubbermaid
Incorporated, an Ohio corporation ("Purchaser"), and Rubbermaid Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser
("Merger Sub").

                 Reference is made to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of August 30, 1996, by and among the Company,
Purchaser and Merger Sub.  The parties hereto desire, and hereby agree, for
good and sufficient consideration, to amend the Merger Agreement as hereinafter
set forth.

                 1.       PURCHASE PRICE.  The definition of "Purchase Price"
contained in Section 10.1 of the Merger Agreement is amended to delete the
figure $342,693,964 contained therein and replace it with the figure
$337,693,964.

                 2.       INDEBTEDNESS.  The definition of "Indebtedness"
contained in the Merger Agreement is amended by the addition of the following
sentence at the end thereof:

                 "The term "Indebtedness" shall include the outstanding amount
                 of drafts payable to foreign suppliers (and accrued interest
                 thereon) and notes payable in respect of deferred payment of
                 insurance policy premiums (and accrued interest thereon)
                 solely to the extent that the aggregate of such items as of
                 the date of determination exceeds $14,100,000."

                 3.       FULL FORCE AND EFFECT.  As amended hereby, the Merger
                 Agreement remains in full force and effect.  

                 4.       COUNTERPARTS.  This Amendment Agreement may be 
executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
one and the same instrument.

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                 IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement and caused the same to be duly delivered on their behalf as of the
date and year first written above.

                                        GCP INVESTORS INC.

                                        By:______________________
                                             Name:
                                             Title:
                                        
                                        RUBBERMAID INCORPORATED
                                        
                                        
                                        
                                        By:______________________
                                             Name:
                                             Title:
                                        
                                        RUBBERMAID ACQUISITION CORP.
                                        
                                        
                                        
                                        By:______________________
                                             Name:
                                             Title:

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