10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 29, 2001

OR

[  ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Transition period from ________to ___________

Commission file number 1-11657

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TUPPERWARE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	36-4062333
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

14901 South Orange Blossom Trail, Orlando, Florida	32837
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (407) 826-5050

Securities registered pursuant to Section 12(b) of the Act:

	Name of Each Exchange
Title of Each Class	on Which Registered

Common Stock, $0.01 par value	New York Stock Exchange
Preferred Stock Purchase Rights	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes     X     No          .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ____

Aggregate market value of the Registrant's voting stock held by non-affiliates, based upon the closing price of said stock on the New York Stock Exchange-Composite Transaction Listing on March 21, 2002  ($22.30 per share): $1,264,291,364.

As of March 21, 2002, 58,172,442 shares of the Common Stock, $0.01 par value, of the Registrant were outstanding.

Documents Incorporated by Reference:

Portions of the Annual Report to Shareholders for the year ended December 29, 2001 are incorporated by reference into Parts I, II and IV of this Report.

Portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 15, 2002 are incorporated by reference into Part III of this Report.

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PART I

Item 1.  Business

(a) General Development of Business

        Tupperware Corporation ("Registrant"), a $1.1 billion multinational company, is one of the world's leading direct sellers, supplying premium food storage, preparation and serving items to consumers in more than 100 countries through its Tupperware^* brand, and premium beauty and skin care products through its BeautiControl^* brand in North America, Mexico and the Philippines.  The Registrant is a Delaware corporation that was organized on February 8, 1996 in connection with the corporate reorganization of Premark International, Inc. ("Premark").  In the reorganization, the businesses of the Registrant and certain other assets and liabilities of Premark and its subsidiaries were transferred to the Registrant.  On May 31, 1996, the Registrant became a publicly held company through the pro rata distribution by Premark to its shareholders of all of the outstanding shares of common stock of the Registrant.&nbs p; On October 18, 2000, the Registrant acquired 100 percent of the stock of BeautiControl, Inc.  ("BeautiControl").

BUSINESS OF TUPPERWARE CORPORATION

        Registrant is a worldwide direct selling consumer products company engaged in the manufacture and sale of Tupperware products and BeautiControl cosmetics and personal care products, and conducts its business through two business lines, Tupperware and BeautiControl. Each business manufactures and markets a broad line of high quality products.  The financial information about the Registrant's markets as set forth in Note 12 Segment Information on pages 66 through 69 of the Annual Report to Shareholders for the year ended December 29, 2001 is incorporated by reference into this Report.

I.      PRINCIPAL PRODUCTS

        Tupperware.  The core of Tupperware's product line consists of food storage containers that preserve freshness through the well-known Tupperware seals. Tupperware also has an established line of food preparation and serving containers, kitchen gadgets, children's educational toys, microwave products and gifts.  The line of Tupperware products has expanded over the years with products such as Modular Mates^* containers, Fridge Stackables^* containers, One Touch^* canisters, the Rock 'N Serve^* line, the Ultraplus^* line and OvenWorks^* line, the Expressions line, the Legacy Serving line, FridgeSmart^* containers, the E-Series^* and Chef Series^* Forged knives, Vitalic^* stovetop cookware, the TupperMagic^* line, and many specialized containers and other products.

        In recent years, Tupperware has expanded its offerings in the food preparation and serving areas through the addition of a number of products, including double colanders, tumblers and mugs, mixing and serving bowls, cake and cheese servers, oven cooking, microwaveable cooking, reheating and serving products and kitchen utensils.

        Tupperware continues to introduce new designs, colors and decoration in its product lines and to extend existing products into new markets around the world.  The development of new products varies in different markets in order to address differences in cultures, lifestyles, tastes and needs of the markets.  New products introduced in 2001 included a wide range of products in all four

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geographic areas, covering both core business areas and new categories.  Some of the new products and categories are jewelry, products for teenagers, general home products, Silicone Baking Forms, the Open House Line, Chefs Series^* Forged Knives, the Sheerly Elegant^* Entertainment Line, the Moments^* Coffee & Tea Line extension of the Supercase Series^* and addition of the Modular Drawers line.  New product development and introduction will continue to be an important part of Tupperware's strategy. Tupperware's licensing business continues to be expanded both with existing partners (such as The Walt Disney Company and Mattel) and with new partners including Warner Bros. and the National Football League.

        Products sold by Tupperware are primarily produced by Tupperware in its manufacturing facilities around the world.  In some markets, Tupperware sources certain products from third parties and/or contracts with local manufacturers to manufacture its products, many of which are produced utilizing high-quality molds that are generally supplied by Tupperware.  Promotional items provided at product demonstrations include items obtained from outside sources.

        BeautiControl.  BeautiControl manufactures and sells skin care products, cosmetics, nail care products, toiletries, fragrances, beauty supplements and related products.  BeautiControl sells its products through independent sales persons called directors and consultants, who purchase the products from BeautiControl and then sell them directly to consumers in the home or workplace.

II.     MARKETS

        Tupperware.  Tupperware's business is operated on the basis of four geographic markets: Europe (Europe, Africa and the Middle East), Asia Pacific, Latin America and the United States. Tupperware has operations in more than 80 countries and its products are sold in more than 100 foreign countries and in the United States. For the past five fiscal years, sales in foreign countries represented, on average, 73 percent of total revenues from the sale of Tupperware products.

        Market penetration varies throughout the world.  Several "developing" areas that have low penetration, such as Latin America, Asia and Eastern (Central) Europe, provide significant growth potential for Tupperware.  Tupperware's strategy continues to include expansion and greater penetration into new markets throughout the world.

        BeautiControl.  BeautiControl's products consist of skin care, cosmetics, nail care, toiletries, fragrances and related products.

        BeautiControl also has a health and beauty supplements line, Within Beauty^*, which includes hair and nail supplements, skin condition supplements and supplements designed for the different stages of a woman's life.

        Products and image services are provided to clients via an independent sales force primarily in North America; and launched its line into Mexico and the Philippines in 2001.

III.    DISTRIBUTION OF PRODUCTS

        Tupperware.  Tupperware's products are distributed worldwide primarily through the "direct selling" method of distribution, in which products are sold to consumers outside traditional retail store channels.  The distributorship system facilitates the timely distribution of products to consumers, and

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establishes uniform practices regarding the use of Tupperware trademarks and administrative arrangements with Tupperware, such as order entering and delivering, paying and recruiting and training of dealers.

        Tupperware products distributed under the direct selling method are primarily sold directly to distributors or dealers throughout the world.  Distributors are granted the right to market Tupperware products using parties and other non-traditional retail methods and to utilize the Tupperware trademark.  The vast majority of Tupperware's distribution system is composed of distributors, managers and dealers (known in the United States as consultants) who are independent contractors and not employees of Tupperware.  In certain limited circumstances, Tupperware acquires ownership of distributorships for a period of time, until an independent distributor can be installed, in order to maintain market presence.

        In addition to the introduction of new products and development of new geographic markets, a key element of Tupperware's strategy is expanding its business by increasing the number of dealers, managers and distributors.  Under the Tupperware system, distributors recruit, train, and motivate a large sales force to cover the distributor's geographic area.  Managers are developed and promoted by distributors to assist the distributors in recruiting, training and motivating dealers, while continuing to hold their own parties.  Another development underway in Tupperware's U.S. business is the transition of its distributors to a new business model, in which many administrative tasks are performed by Tupperware since sales force orders and payments are made directly to the Company.  This allows the distributor to concentrate on recruiting, training and motivating sales forces.  This transition began in 2001 and is e xpected to be completed in 2003.

        As of December 29, 2001, the Tupperware distribution system had approximately 1,925 distributors, 62,400 managers, and 1,256,000 dealers worldwide.

        Tupperware relies primarily on the "party" method of sales, which is designed to enable the purchaser to appreciate through demonstration the features and benefits of Tupperware products.  Demonstrations, which are sometimes referred to as "Tupperware parties," are held in homes, offices, social clubs and other locations.  Approximately 15 million demonstrations were held in 2001 worldwide.  Tupperware products are also promoted through brochures mailed to persons invited to attend Tupperware parties and various other types of demonstrations.  Sales of Tupperware products are supported by Tupperware through a program of sales promotions, sales and training aids and motivational conferences for the independent sales force.  In addition, to support its sales force, Tupperware utilizes catalogs, television and magazine advertising, which helps increase its sales levels with hard-to-reach customers and generate s ales force leads for parties and new dealers.

        In 2001, Tupperware accelerated its implementation in the U.S. of its integrated direct access strategies to allow consumers to obtain Tupperware products other than by attending a Tupperware party and to enhance its core party plan business.  Tupperware also began rolling out these strategies outside the U.S.  These strategies include retail access points, Internet selling, which includes the option of personal websites for the U.S. sales force and television shopping.  In addition, Tupperware enters into business-to-business transactions, in which Tupperware sells products to a partner company whose products are combined with Tupperware products and sold to consumers through the partner's channel.

        The distribution of products to consumers is primarily the responsibility of distributors, who

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often maintain their own inventory of Tupperware products, the necessary warehouse facilities, and delivery systems; however, in some situations, Tupperware will perform the warehousing and selling function paying the distributor a commission for their sales activity.  In certain markets, Tupperware offers distributors the use of a delivery system of direct product shipment to consumers or dealers, which is intended to reduce the distributor's investment in inventory and enable distributors to be more cost-efficient, leaving them more time to recruit, train and motivate their sales forces.

        BeautiControl.  BeautiControl's skin care, cosmetics and related products are sold through consultants and directors who are independent contractors, not employees of BeautiControl.  As of December 29, 2001, the total sales force count was approximately 56,800.

        The BeautiControl sales force reaches customers in one-on-one settings, in group settings and through home demonstrations called Skin Care and Image Parties or Clinics ("Clinics").  Additionally, the sales force is encouraged to market the products through personal consultations and product brochure sales in order to utilize multiple selling opportunities.

        In order to provide immediate product delivery, the sales force may maintain a small inventory of products.

        BeautiControl maintains BeautiNet in the United States, an on-line service provided to the sales force, which enables them to place orders and recruit on-line.

IV.    COMPETITION

        Tupperware.  There are two primary competitive factors which affect Registrant's business: (i) competition with other "direct sales" companies for sales personnel and demonstration dates; and (ii) competition in all the markets for food storage and serving containers, toys and gifts in general.  Also, Tupperware has tried to differentiate itself from its competitors through price, quality of products (lifetime warranty on most Tupperware products) and new products.  Tupperware believes it holds a significant market share in each of these markets in many countries.

        BeautiControl.  There are many competitors in the cosmetics business and the principal bases of competition generally are marketing, price, quality and newness of products.  BeautiControl has attempted to differentiate itself and its products from the industry in general through the use of a number of value-added services and by being technologically at the forefront of the industry.

V.     EMPLOYEES

        Registrant employs approximately 6,800 people, of whom approximately 1,500 are based in the United States.  Tupperware's work force is not unionized in the United States.  In certain countries, its work force is covered by collective arrangements negotiated with the unions or decreed by statute.  The terms of most of these arrangements are determined on an annual basis.  Additionally, approximately 130 manufacturing employees in an Australian mold manufacturing operation are covered by a collective bargaining agreement, which expires in 2003.  Finally, approximately 125 manufacturing employees in the Philippine manufacturing operation are covered by a collective bargaining agreement, which ends in 2002; however, annual wage and benefit provisions are negotiated.  There have been no work stoppages or threatened work stoppages by the workforce in over five years, and Registrant believes its relati ons with its employees to be good.  The independent

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consultants, dealers, managers, directors and distributors engaged in the direct sale of Tupperware and BeautiControl products generally are not employees of Registrant.

VI.    RESEARCH AND DEVELOPMENT

        Registrant incurred expenses of approximately $13.1 million, $12.8 million, and $12.3 million for fiscal years ended 2001, 2000 and 1999, respectively, on research and development activities for new products.

VII.   RAW MATERIALS

        Tupperware.  Products manufactured by Tupperware require plastic resins meeting its specifications.  These resins are purchased through various arrangements with a number of large chemical companies located throughout Tupperware's markets.  As a result, Tupperware has not experienced difficulties in obtaining adequate supplies and generally has been successful in mitigating the effects of increases in resin market prices.  Research and development relating to resins used in Tupperware products is performed by both Tupperware and its suppliers.

        BeautiControl.  Materials used in BeautiControl's skin care, cosmetic and beauty supplements products consist primarily of readily available ingredients, containers and packaging materials.  Such raw materials and components used in goods manufactured and assembled by BeautiControl are available from a number of sources.  To date, BeautiControl has been able to secure an adequate supply of raw materials and components for its manufacturing and it endeavors to maintain relationships with backup suppliers in an effort to ensure that no interruptions occur in its operations.

VIII.  TRADEMARKS AND PATENTS

        Tupperware.  Tupperware considers its trademarks and patents to be of material importance to its business; however, except for the Tupperware^* trademark, Tupperware is not dependent upon any single patent or trademark, or group of patents or trademarks.  The Tupperware^* trademark is registered on a country-by-country basis.  The current duration for such registration ranges from five years to ten years; however, each such registration may be renewed an unlimited number of times.  The patents and trademarks used in Tupperware's business are registered and maintained on a worldwide basis, with a variety of durations.  Tupperware has followed the practice of applying for design and utility patents with respect to most of its significant patentable developments.  The licensed characters from the licensors referenced under the caption "Principal Products" have become an i mportant part of Tupperware's business and those licenses have various durations.

        BeautiControl.  BeautiControl has registered all its trademarks and servicemarks in the United States and has registered or is in the process of registering its principal trademarks and servicemarks in many other countries.  BeautiControl has the exclusive direct selling right to distribute the skin condition analysis product, "BeautiControl Skin Sensor", worldwide with the option to renew this exclusive right each year.  BeautiControl is licensed to use the following trademarks:  "Skinlogics"^***, "Sunlogics"^*** and "Nailogics"^***. The Company has a patent on the formulae for its "REGENERATION and REGENERATION²" alpha-hydroxy acid-based products. The licenses for these products are an important part of BeautiControl's business and these licenses have various durations.

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(Words followed by ^* are registered and unregistered Trademarks of the Registrant.)
(Words followed by ^** are registered Trademarks of Mattel, Inc.)
(Words followed by ^*** are registered Trademarks of L'Oréal S.A. and L'Oréal USA Creative, Inc.)

IX.    ENVIRONMENTAL LAWS

        Compliance with federal, state and local environmental protection laws has not had in the past, and is not expected to have in the future, a material effect upon Registrant's capital expenditures, liquidity, earnings or competitive position.

X.     OTHER

        Tupperware.  Sales do not vary significantly on a quarterly basis; however, third quarter sales are generally lower than the other quarters in any year due to vacations by Tupperware's dealers and their customers, as well as Tupperware's reduced promotional activities during such quarter.  Sales generally increase in the fourth quarter as it includes traditional gift-giving occasions in many of Tupperware's markets and as children return to school and households refocus on activities that include the use of Tupperware's products.

        BeautiControl.  BeautiControl is not subject to any seasonality to any significant extent.

        General.  Generally, there are no working capital practices or backlog conditions which are material to an understanding of Registrant's business.  Registrant's business is not dependent on a small number of customers, nor is any of its business subject to renegotiation of profits or termination of contracts or subcontracts at the election of the United States government.

XI.    EXECUTIVE OFFICERS OF THE REGISTRANT

        Following is a list of the names and ages of all the Executive Officers of the Registrant, indicating all positions and offices with the Registrant held by each such person, and each such person's principal occupations or employment during the past five years.  Each such person has been elected to serve until the next annual election of officers of the Registrant (expected to occur on May 15, 2002).

Positions and Offices Held and Principal Occupations
of Employment During Past Five Years

Name and Age Office and Experience

Dario Colagiacomo, age 45 President, Tupperware Europe, Africa, and the Middle East since April 2001, after serving in various executive general management positions in the same business unit.

Judy B. Curry, age 39 Vice President and Controller since August 2000.  Prior thereto, she served as Vice President and Chief Financial Officer of Tupperware Products S.A. in

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Fribourg, Switzerland since June 1999 after serving as the Registrant's Assistant Controller since April 1998 and Director of Financial Reporting and Analysis since January 1995.

R. Glenn Drake, age 49 Group President, North America, Europe, Africa and the Middle East since January, 2002, after serving as President, Tupperware North America since January 2000.  Prior thereto, he served as Managing Director, Tupperware Canada from September 1998 after serving as Area Vice President of Tupperware North America from July 1995.

Lillian D. Garcia, age 45 Senior Vice President, Human Resources since December1999. Prior thereto, she was Vice President Human Resources since April 1999 after serving as Vice President, Human Resources, Tupperware Latin America since October 1998.  Prior thereto, she served as Vice President, Human Resources, Tupperware Europe, Africa and the Middle East since October 1995.

E.V. Goings, age 56 Chairman and Chief Executive Officer since October 1997 after serving as President and Chief Operating Officer since March 1996.  Mr. Goings serves as a Director of SunTrust Bank, Central Florida, N.A., Boys and Girls Clubs of America and Rollins College.

Josef Hajek, age 44 Vice President, Tax since September 2001, after serving as Staff Vice President, Tax from January 1998.  Prior thereto he served as Director, International Tax.

David T. Halversen, age 57 Senior Vice President, Business Development and Communications since November 1996.

C. Morgan Hare, age 54 Vice President and Senior Global Marketing Officer since October 2001, after serving in senior marketing positions with Home Shopping Network since March 1997.  Prior thereto she served as Vice President, Q-Direct for QVC, Inc.

Richard W. Heath, age 60 Senior Vice President, Beauty and Nutritional Products and President and Chief Executive Officer of the Registrant's BeautiControl, Inc. subsidiary, since October 2000.  Prior thereto, he served in various senior executive positions with BeautiControl, Inc. prior to its acquisition by the Corporation.

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Steve Kroos, age 53 President, Tupperware Asia Pacific since April 2001 after serving as President, Tupperware Japan since January 1997.

Pradeep Mathur, age 44 Senior Vice President and Chief Financial Officer since May 2001 after serving as Regional Vice President of the Registrant's Asia Pacific operations since October 2000, and prior thereto as Managing Director, Tupperware India.

Anne E. Naylor, age 52 Vice President, Internal Audit since October 1999.  Prior thereto, she served as Executive Director, Business Analysis and Audit, Cummins Engine Company from May 1995.

Gaylin L. Olson, age 56 Group President, Latin America and Asia Pacific since January 2002, after serving as President, Tupperware Latin America since September 1998.  Prior thereto, he served as Senior Vice President, Emerging Markets since September 1996.

Michael S. Poteshman, age 38 Vice President, Finance and Investor Relations since May 2001, after serving as Vice President, Investor Relations and Treasurer since August 2000.  Prior thereto, he served as Vice President and Controller since January 1998 after serving as Assistant Controller since March 1996.

Thomas M. Roehlk, age 51 Senior Vice President, General Counsel and Secretary since December 1995.

Hans J. Schwenzer, age 65 Senior Vice President since May 1996.

Christian E. Skroeder, age 53 Senior Vice President, Worldwide Market Development since April, 2001, responsible for emerging markets, after serving as Group President, Tupperware Europe, Africa and the Middle East since April 1998.  Prior thereto, he served as President, Tupperware Europe, Africa and the Middle East since 1995.

José R. Timmerman, age 53 Senior Vice President, Worldwide Operations since August 1997 after serving as Vice President Worldwide Operations since October 1993.

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Item 2.  Properties

        The principal executive office of the Registrant is owned by the Registrant and is located in Orlando, Florida.  The Registrant owns and maintains Tupperware manufacturing plants in Belgium, Brazil, France, Greece, Japan, Korea, Mexico, the Philippines, Portugal, South Africa and the United States, and leases manufacturing and distribution facilities in India, Venezuela and China.   The Registrant owns and maintains the BeautiControl headquarters in Texas and leases its manufacturing facilities in Texas.  Registrant conducts a continuing program of new product design and development at its facilities in Florida, Texas, Japan and Belgium.  None of the owned principal properties is subject to any encumbrance material to the consolidated operations of the Registrant.  The Registrant considers the condition and extent of utilization of its plants, warehouses and other properties to be good, the capacity of it s plants and warehouses generally to be adequate for its needs, and the nature of the properties to be suitable for its needs.

Item 3.  Legal Proceedings

        A number of ordinary-course legal and administrative proceedings against the Registrant are pending.  In addition to such proceedings, there are certain proceedings that involve the discharge of materials into or otherwise relating to the protection of the environment.  Certain of such proceedings involve federal environmental laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as well as state and local laws.  The Registrant establishes reserves with respect to certain of such proceedings.  Because of the involvement of other parties and the uncertainty of potential environmental impacts, the eventual outcomes of such actions and the cost and timing of expenditures cannot be estimated with certainty.  It is not expected that the outcome of such proceedings, either individually or in the aggregate, will have a materially adverse effect upon Registrant.

        As part of the 1986 reorganization involving the formation of Premark International, Inc., Premark was spun-off by Dart & Kraft, Inc. and Kraft Foods, Inc. assumed any liabilities arising out of any legal proceedings in connection with certain divested or discontinued former businesses of Dart Industries Inc., a subsidiary of the Registrant, including matters alleging product and environmental liability.  The assumption of liabilities by Kraft Foods, Inc. remains effective subsequent to the distribution of the equity of the Registrant to Premark shareholders.

Item 4.  Submission of Matters to a Vote of Security Holders

        None.

PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

        The stock price information set forth in Note 14: "Quarterly Financial Summary (Unaudited)" appearing on page 70 of the Annual Report to Shareholders for the year ended December 29, 2001, is incorporated by reference into this Report.  The information set forth in Note 15: "Rights Agreement" on page 71 of the Annual Report to Shareholders for the year ended December 29, 2001

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is incorporated by reference into this Report.  As of March 18, 2002, the Registrant had 29,821 shareholders of record.

Item 6.  Selected Financial Data

        The information set forth under the caption "Selected Financial Data" on pages 18 through 20 of the Annual Report to Shareholders for the year ended December 29, 2001, is incorporated by reference into this Report.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

        The information entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth on pages 21 through 40 of the Annual Report to Shareholders for the year ended December 29, 2001, is incorporated by reference into this Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

        The information set forth under the caption "Market Risk" on pages 36 and 37 of the Annual Report to Shareholders for the year ended December 29, 2001, is incorporated by reference into this Report.

Item 8.  Financial Statements and Supplementary Data

(a)     The following Consolidated Financial Statements of Tupperware Corporation and Report of Independent Certified Public Accountants set forth on pages 41 through 71, and on page 72, respectively, of the Annual Report to Shareholders for the year ended December 29, 2001 are incorporated by reference into this Report:

Consolidated Statements of Income, Shareholders' Equity and Comprehensive Income and Cash Flows - Years ended December 29, 2001, December 30, 2000 and December 25, 1999;

Consolidated Balance Sheets -- December 29, 2001 and December 30, 2000;

Notes to the Consolidated Financial Statements; and

Report of Independent Certified Public Accountants.

(b)     The supplementary data regarding quarterly results of operations contained in Note 14: "Quarterly Financial Summary (Unaudited)" of the Notes to the Consolidated Financial Statements of Tupperware Corporation on page 70 of the Annual Report to Shareholders for the year ended December 29, 2001, is incorporated by reference into this Report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

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PART III

Item 10.  Directors and Executive Officers of the Registrant

        The information as to the Directors of the Registrant set forth under the sub-caption "Board of Directors" appearing under the caption "Election of Directors" on pages 3 through 5 of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 15, 2002, is incorporated by reference into this Report.  The information as to the Executive Officers of the Registrant is included in Part I hereof under the caption "Executive Officers of the Registrant" in reliance upon General Instruction G to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.

Item 11.  Executive Compensation

        The information set forth under the caption "Compensation of Directors" on pages 15 and 16 of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 15, 2002, and the information on pages 9 through 15 of such Proxy Statement relating to executive officers' compensation is incorporated by reference into this Report.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

        The information set forth under the captions "Security Ownership of Certain Beneficial Owners" on page 7 and "Security Ownership of Management" on page 6 of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 15, 2002, is incorporated by reference into this Report.

Item 13.  Certain Relationships and Related Transactions

        The information set forth under the caption "Indebtedness of Management" on page 8 of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 15, 2002, is incorporated by reference into this Report.

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports On Form 8-K

(a) (1) List of Financial Statements

        The following Consolidated Financial Statements of Tupperware Corporation and Report of Independent Certified Public Accountants set forth on pages 41 through 71 and on page 72, respectively, of the Annual Report to Shareholders for the year ended December 29, 2001, are incorporated by reference into this Report by Item 8 hereof:

Consolidated Statements of Income, Shareholders' Equity and Comprehensive Income and Cash Flows - Years ended December 29, 2001, December 30, 2000 and December 25, 1999;

Consolidated Balance Sheets -- December 29, 2001 and December 30, 2000;

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Notes to the Consolidated Financial Statements; and

Report of Independent Certified Public Accountants.

(a) (2) List of Financial Statement Schedules

        The following consolidated financial statement schedule (numbered in accordance with Regulation S-X) of Tupperware Corporation is included in this Report:

        Report of Independent Certified Public Accountants on Financial Statement Schedule, page 17 of this Report; and

        Schedule II-Valuation and Qualifying Accounts for each of the three years ended December 29, 2001, page 18 of this Report.

        All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable or the information called for therein is included elsewhere in the financial statements or related notes contained or incorporated by reference herein.

(a) (3) List of Exhibits: (numbered in accordance with Item 601 of Regulation S-K)

Exhibit
Number	Description

*1 Underwriting Agreement (Attached to Form S 3 (No. 333-12125) Registration Statement as Exhibit 1 filed with the Commission on September 16, 1996, and incorporated herein by reference).

*2 Distribution Agreement by and among Premark International, Inc., Tupperware Corporation and Dart Industries Inc. (Attached as Exhibit 2 to Tupperware Corporation's Registration Statement on Form 10 filed with the Commission on March 4, 1996, and incorporated herein by reference).

*3.1 Amended and Restated Certificate of Incorporation of Tupperware Corporation (Attached as Exhibit 3.1 to the Registrant's Registration Statement on Form 10 filed with the Commission on March 4, 1996, and incorporated herein by reference).

*3.2 Amended and Restated By laws of Tupperware Corporation as amended May 11, 1999 (Attached as Exhibit 3.2 to Form 10Q for the second quarter of 1999 filed with the Commission on August 9, 1999, and incorporated herein by reference).

*4.1 Rights Agreement, by and between Tupperware Corporation and

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the rights agent named therein (Attached as Exhibit 4 to the Registrant's Registration Statement on Form 10, filed with the Commission on March 4, 1996, and incorporated herein by reference).

*4.2 Indenture dated as of October 1, 1996, among Tupperware Corporation and The First National Bank of Chicago, as Trustee, (Attached as Exhibit 4(a) to Tupperware Corporation's Registration Statement on Form S 3 (No. 333-12125), filed with the Commission on September 25, 1996, and incorporated herein by reference).

*4.3 Form of Debt Securities (Attached as Exhibit 4(b) to Tupperware Corporation's Registration Statement on Form S 3 (No. 333-12125), filed with the Commission on September 25, 1996, and incorporated herein by reference).

*4.4 Form of Warrant Agreement, including form of Warrant Certificate (Attached as Exhibit 4(a) to Tupperware Corporation's Registration Statement on Form S 3 (No. 333-12125) filed with the Commission on September 25, 1996, and incorporated herein by reference).

*10.1 Tupperware Corporation 1996 Incentive Plan as amended through August 10, 2000 (Attached as Exhibit 10.1 to Form 10K filed with the Commission on March 20, 2001, and incorporated herein by reference).

*10.2 Tupperware Corporation Directors' Stock Plan as amended November 12, 1998 (Attached as Exhibit 10.2 to Form 10K filed with the Commission on March 24, 1999, and incorporated herein by reference).

*10.3 Form of Change of Control Agreement (Attached as Exhibit 10.2 to Form 10Q for the third quarter of 1999 filed with the Commission on November 8, 1999, and incorporated herein by reference).

*10.4 Tax Sharing Agreement between Tupperware Corporation and Premark International, Inc. (Attached as Exhibit 10.3 to the Registrant's Registration Statement on Form 10, filed with the Commission on May 22, 1996, and incorporated herein by reference).

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*10.5 Employee Benefits and Compensation Allocation Agreement between Tupperware Corporation and Premark International, Inc. (Attached as Exhibit 10.4 to the Registrant's Registration Statement on Form 10, filed with the Commission on March 4, 1996, and incorporated herein by reference).

*10.6 Credit Agreement dated May 16, 1996 (Attached as Exhibit 10.8 to the Registrant's Registration Statement on Form 10, filed with the Commission on May 22, 1996 as Exhibit 10.8, and incorporated herein by reference).

10.7 Form of Franchise Agreement between a subsidiary of the Registrant and distributors of Tupperware products in the United States.

*10.8 First Amendment dated August 8, 1997 to Credit Agreement dated May 16, 1996 (Attached as Exhibit 10.9 to the Registrant's Annual Report on Form 10K for the year ended December 27, 1997, filed with the Commission on March 24, 1998, and incorporated herein by reference).

*10.9 Loan Agreement, Promissory Note, and Stock Pledge Agreement dated November 13, 1998, between a subsidiary of Tupperware and E.V. Goings (Attached as Exhibit 10.9 to the Registrant's Annual Report on Form 10K for the year ended December 26, 1998 filed with the Commission on March 24, 1999, and incorporated herein by reference).

*10.10 Management Stock Purchase Plan (Attached to Form S 8 (No. 333-48650) as Exhibit 4.3 filed with the Commission on October 26, 2000 and incorporated herein by reference).

*10.11 Form of Promissory Note between Tupperware and various executives (Attached as Exhibit 10.11 to Form 10K filed with the Commission on March 20, 2001, and incorporated herein by reference).

*10.12 Form of Stock Pledge Agreement between Tupperware and various executives (Attached as Exhibit 10.12 to Form 10K filed with the Commission on March 20, 2001, and incorporated herein by reference).

*10.13 Tupperware Corporation 2000 Incentive Plan as amended through August 10, 2000 (Filed on Form S 8 (No. 333-50012) on November 15, 2000, and incorporated herein by reference.)

*10.14 Employment Agreement between the Registrant and Richard W.

Page 15

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Heath dated October 18, 2000 (Attached as Exhibit (d)(2) to Schedule TO filed by the Registration concerning BeautiControl Cosmetics Inc. on September 20, 2000).

*10.15 Form of Note Purchase Agreement between a subsidiary of the Registrant and participants in a private placement debt offering of $150 million Senior Notes due July 2011 (attached as Exhibit 10.1 to Form 10Q filed with the Commission on August 13, 2001, and incorporated herein by reference).

*10.16 The Registrant's guaranty agreement with its subsidiary regarding $150 million Senior Notes due July 2011 (Attached as Exhibit 10.2 to Form 10Q filed with the Commission on August 13, 2001, and incorporated herein by reference).

 13 Pages 18 through 73 of the Annual Report to Shareholders of the Registrant for the year ended December 29, 2001.

 21 Subsidiaries of Tupperware Corporation as of March 21, 2002.

 23 Manually signed Consent of Independent Certified Public Accountants to the incorporation of their report by reference into the prospectus contained in specified registration statements on Form S 8 and Form S 3.

 24 Powers of Attorney.

        * Document has heretofore been filed with the Commission and is incorporated by reference and made a part hereof.

        The Registrant agrees to furnish, upon request of the Commission, a copy of all constituent instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries.

(b) Reports on Form 8-K

        During the quarter ended December 29, 2001, the Registrant did not file any reports on Form 8-K.

Page 16

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
of Tupperware Corporation

        Our audits of the consolidated financial statements referred to in our report dated February 14, 2002 appearing in the 2001 Annual Report to Shareholders of Tupperware Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form 10-K.  In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP
Orlando, Florida
February 14, 2002

Page 17

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TUPPERWARE CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 29, 2001
(In millions)

Col. A	Col. B.	Col. C.		Col. D.	Col. E.
		Additions
	Balance at Beginning     of Period	Charged to Costs and   Expenses	Charged to Other Accounts	Deductions	Balance at End   of Period
Allowance for doubtful accounts, current and long term:
Year ended December 29, 2001	$59.7	$13.4	$--	$(22.3) / F1 (4.1) / F2	$46.7
Year ended December 30, 2000	53.4	13.9	0.1	(5.3) / F1 (2.4) / F2	59.7
Year ended December 25, 1999	77.4	8.6	0.1	(25.3) / F1 (7.4) / F2	53.4
Valuation allowance for deferred tax assets:
Year ended December 29, 2001	31.8	8.3	--	--	40.1
Year ended December 30, 2000	30.8	1.0	--	--	31.8
Year ended December 25, 1999	23.9	6.9	--	--	30.8
Allowance & Inventory Obsolescence:
Year ended December 29, 2001	24.6	3.5	--	(6.4) / F3 (0.9) / F2	20.8
Year ended December 30, 2000	14.7	5.8	7.4 / F4	(2.5) / F3 (0.8) / F2	24.6
Year ended December 25, 1999	21.4	4.3	--	(15.8) / F3 4.8 / F2	14.7
F1  Represents write-offs less recoveries. F2  Foreign currency translation adjustment. F3  Represents write-offs less inventory sold. F4  BeautiControl acquisition.

Page 18

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tupperware Corporation
(Registrant)

By:     / s/ E.V. GOINGS  
E.V. Goings
Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature Title

/s/ E.V. Goings	Chairman of the Board of Directors,
E.V. Goings	Chief Executive Officer and Director
	(Principal Executive Officer)

/s/ Pradeep Mathur	Senior Vice President and Chief Financial Officer
Pradeep Mathur	(Principal Financial Officer)

/s/ Judy B. Curry	Vice President and Controller
Judy B. Curry	(Principal Accounting Officer)

*	Director
Rita Bornstein, Ph.D.

*	Director
Clifford J. Grum

*	Director
Betsy D. Holden

*	Director
Joe R. Lee

*	Director
Bob Marbut

*	Director
Angel R. Martinez

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*	Director
David R. Parker

*	Director
Joyce M. Roché

*	Director
M. Anne Szostak

* By	/s/ Thomas M. Roehlk
	Thomas M. Roehlk
	Attorney-in-fact

March 21, 2002

Page 20

EX-99

EXHIBIT INDEX

Exhibit No. Description

10.7 Form of Franchise Agreement between a subsidiary of the Registrant and distributors of Tupperware in the United States

13 Pages 18 through 73 of the Annual Report to Shareholders of the Registrant for the year ended December 29, 2001

21 Subsidiaries of Tupperware Corporation as of March 21, 2002

23 Manually signed Consent of independent Certified Public Accountants to the incorporation of their report by reference into the prospectus contained in specified registration statements on Form S-8 and Form S-3

24 Powers of Attorney

EX-10.7

EXHIBIT 10.7

FORM OF FRANCHISE AGREEMENT BETWEEN A SUBSIDIARY
OF THE REGISTRANT AND DISTRIBUTORS OF TUPPERWARE
IN THE UNITED STATES

TUPPERWARE U.S., INC.
FRANCHISE AGREEMENT

FRANCHISEE

DATE OF AGREEMENT

NOTICE: THIS AGREEMENT PROVIDES FOR BINDING ARBITRATION OF CERTAIN DISPUTES.

_____________________________________________________________________________________________

TABLE OF CONTENTS

PAGE

1.	INTRODUCTION AND DEFINITIONS		1
2.	GRANT, ACCEPTANCE AND INITIAL TERM		3
3.	DISTRIBUTION RIGHTS AND PERFORMACE CRITERIA		4
4.	GUIDANCE AND ASSISTANCE		4
	A.	GUIDANCE AND ASSISTANCE	4
	B.	OPERATING MANUALS	5
5.	MARKS		5
	A.	OWNERSHIP AND GOODWILL OF MARKS	5
	B.	LIMITATIONS ON YOUR USE OF MARKS	5
	C.	DISCONTINUANCE OF USE OF MARKS	6
	D.	NOTIFICATION OF INFRINGEMENTS AND CLAIMS	6
	E.	INDEMNIFICATION FOR USE OF MARKS	6
6.	RELATIONSHIP OF THE PARTIES/INDEMNIFICATION		7
	A.	INDEPENDENT CONTRACTORS	7
	B.	NO LIABILITY FOR ACTS OF OTHER PARTY	7
	C.	TAXES	7
	D.	INDEMNIFICATION	7
7.	FEES AND PAYMENTS		8
	A.	INITIAL FEES	8
	B.	TERMS OF SALE TO FRANCHISEE	8
	C.	INTEREST ON LATE PAYMENTS	8
	D.	APPLICATION OF PAYMENTS	8
8.	CONFIDENTIAL INFORMATION		9
9.	EXCLUSIVE RELATIONSHIP		9
10.	IMAGE AND OPERATING PROCEDURES		10
	A.	PREMISES	10
	B.	TUPPERWARE CONSULTANTS	10
	C.	STANDARDS AND PRCEDURES	11
	D.	MAINENANCE AND REFURBISHINGOF PREMISES AND VEHICLES	11
	E.	COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES	11
	F.	FORMS AND INVOICES	12
	G.	CUSTOMER RELATIONS/WARRANTIES	12
	H.	INSURANCE	12
	I.	COMPUTER	13
11.	REPORTS AND FINANCIAL STATEMENTS		13
12.	INSPECTIONS AND AUDITS		13
	A.	COMPANY'S RIGHT TO INSPECT	13
	B.	COMPANY'S RIGHT TO AUDIT	14
13.	TRANSFER		14
	A.	BY COMPANY	14
	B.	FRANCHISEE MAY NOT TRANSFER WITH APPROVAL OF COMPANY	14
	C.	CONDITIONS FOR APPROVAL OF TRANSFER	15
	D.	DEATH OR INCAPACITY OF FRANCHISEE	16
	E.	EFFECT OF CONSENT TO TRANSER	17
	F.	COMPANY'S RIGHT OF FIRST REFUSAL	17
	G.	OPERATION THROUGH A CORPORATION	18
	H.	COMPLIANCE WITH STATE AND FEDERAL LAWS	18
14.	RENEWAL OF FRANCHISE		18
15.	TERMINATION		19
	A.	BY FRANCHISE	19
	B.	BY COMPANY	19
	C.	OUR OTHER RIGHTS UPON DEFAULT	21
16.	RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISEE UPON TERMINATION OR EXPIRATION OF THE FRANCHISE		22
	A.	PAYMENT OF AMOUNTS OWED TO COMPANY	22
	B.	TRADEMARKS	22
	C.	RETURN OF CONFIDENTIAL MATERIAL	22
	D.	NONSOLICITATION AND NONCOMPETITION	22
	E.	COMPANY OPTION TO PURCHASE PRODUCTS	23
	F.	CONTINUING OBLIGATIONS	23
17.	ENFORCEMNT		23
	A.	SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS	23
	B.	WAIVER	24
	C.	CUMULATAIVE REMEDIES	24
	D.	WRITTEN CONSENTS FROM COMPANY	25
	E.	COSTS AND ATTORNEYS' FEES	25
	F.	GOVERNING LAW/CONSENT TO JURISDICTION	25
	G.	BINDING EFFECT	25
	H.	ENTIRE AGREEMENT	25
	I.	NO LIABILITY TO OTHERS	26
	J.	CONSTRUCTION	26
	K.	MULTIPLE ORIGINALS	26
	L.	INJUNCTIVE RELIEF	26
	M.	ARBITRATION	26
	N.	WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL	27
	O.	SECURITY INTEREST	27
	P.	NO WITHHOLDING PAYMENTS DUE TO US	28
18.	NOTICES AND PAYMENTS		28
19.	ACKNOWLEDGEMENTS		28

EXHIBITS

EXHIBIT A	PRIMARY AREA OF PROMOTION
EXHIBIT B	PREMISES
EXHIBIT C	AGREEMENT FOR THE DESIGNATION OF AN OPERATING COMPANY
EXHIBIT D	ARBITRATION
EXHIBIT E	ANNUAL AND QUARTERLY PERFORMANCE CRITERIA

_____________________________________________________________________________________________

TUPPERWARE U.S., INC.
FRANCHISE AGREEMENT

        This Franchise Agreement (this "Agreement") is being entered as of                              , 20      (the "Agreement Date").  The parties to this Agreement are                                                    , as Franchisee (referred to in this Agreement as "you" or "Franchisee"), and TUPPERWARE U.S., INC., a Delaware corporation, as Franchisor (referred to in this Agreement as "we," "us" or the "Company").  The principal place of business of TUPPERWARE U.S., INC. is 14901 South Orange Blossom Trail, Orlando, Florida 32837.  Your principal place of business is                                                      .

1.      INTRODUCTION AND DEFINITIONS.

        We (and our Affiliates) manufacture and distribute, through our authorized Tupperware distributors, a variety of products for personal, family or household use which are identified by our registered trademark TUPPERWARE and other trademarks.  We have achieved a high degree of public acceptance and goodwill for TUPPERWARE Products as a result of their high quality and widespread distribution.  Tupperware distributors play an important role in distributing TUPPERWARE Products to consumers through the home party plan, personal demonstrations and other methods.

        We and you are signing this Agreement because of our and your mutual desire to establish a relationship as franchisor and franchisee on the terms of this Agreement.

        There are a number of terms used throughout this Agreement that have particular meanings.  These terms and their definitions are as follows:

        "Affiliate" - Any person, entity or company that directly or indirectly owns or controls, is directly or indirectly owned or controlled by or is under common control with the Company.

        "Competing Products" - Plastic household products, including food storage containers, food preparation and service products, toys, cookware and housewares, similar to or competitive with TUPPERWARE Products, which are manufactured or marketed by persons other than us or our Affiliates.

        "Confidential Information" - Our Marketing Methods, lists of Consultants of Franchised Tupperware Distributorships and certain other information that we may disclose from time to time during the term of the Franchise, including information about upcoming promotions, new product development and new distribution methods.

        "Consultant" - An individual, acting as an independent contractor, who has contracted with a Franchised Tupperware Distributorship to sell TUPPERWARE Products to consumers under our policies and procedures.

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        "Estimated Retail Sales" - The aggregate of the Company's suggested retail prices for all TUPPERWARE Products purchased by Consultants from the Franchised Distributorship for resale to consumers.

        "Franchise" - The rights we have granted you to operate a Franchised Tupperware Distributorship under this Agreement.

        "Franchised Distributorship" - The business you will operate under this Agreement.

        "Franchised Tupperware Distributorships" - The businesses we license to distribute TUPPERWARE Products through Consultants using the Marketing Methods.

        "Home Party Plan and Personal Demonstrations" - The technique of promoting and selling TUPPERWARE Products through demonstrations arranged by Consultants at homes or other locations.

        "Marketing Materials" - Supplies, goods and materials, other than TUPPERWARE Products, that we make available to you and/or Consultants to use in marketing TUPPERWARE Products, including, without limitation, incentive merchandise, promotional materials and sales aids and computer software programs.

        "Marketing Methods" - The sales, purchasing, distribution, marketing and administrative plans, systems, methods and techniques we may require or authorize Franchised Tupperware Distributorships to use from time to time, including, but not limited to, our direct selling techniques for the home party plan and personal demonstrations and the purchasing and distribution methods and procedures that comprise the "Traditional," "Consultant Direct" and/or other types of Franchised Tupperware Distributorships.  "Marketing Methods" also may include administrative and financial controls; reporting systems; ordering and purchasing systems; bookkeeping systems; billing procedures; recruiting, retaining and motivating Consultants and instilling in Consultants the "Sharing Opportunity" through Consultant sales presentations, Consultant incentive programs and other means; promoting the reputation, distribution and use of TUPPERWARE Products; and ge neral business operation and management.

        "Operating Company" - A corporation through which you operate the Franchised Distributorship under Section 13.G. of this Agreement.

        "Operating Manuals" - The "programs binder," "promotional binder" and other materials which we lend you under Section 4.B. of this Agreement, which we may revise and update from time to time, through which we communicate to you the Marketing Methods and our standards, specifications, requirements and/or recommendations for operating the Franchised Distributorship.

        "Premises" - The location and premises identified in Exhibit B to this Agreement from which you will operate the Franchised Distributorship (which may be your home).

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        "Primary Area of Promotion" - The geographic area described in Exhibit A to this Agreement.

        "Sales Force Goodwill" - The benefit and value of your relationships with Consultants.  

        "Sharing Opportunity" - Our philosophy of marketing TUPPERWARE Products through Franchised Tupperware Distributorships and Consultants in a manner which enables them to realize their potential and encourages them to introduce other persons to participate in marketing TUPPERWARE Products.

        "Trademarks" - The trademarks and service marks we own and use to identify TUPPERWARE Products or the services of marketing TUPPERWARE Products, including, but not limited to, the registered trademarks TUPPERWARE, TUPPERWAVE and TUPPERTOYS.

        "Transfer" - (Defined in Section 13.B. of this Agreement.)

        "TUPPERWARE Products" - (a) The proprietary lines of plastic products for personal, family, household, commercial or industrial use, including food preparation and service products, food storage products, toys, cookware and housewares, manufactured by or for the Company, identified by the registered TUPPERWARE trademark or other trademarks the Company or its Affiliates own and marketed in whole or in part through our Franchised Tupperware Distributorships; and (b) other products for personal, family or household use marketed in whole or in part through our Franchised Tupperware Distributorships.

2.      GRANT, ACCEPTANCE AND INITIAL TERM.

        Subject to this Agreement's provisions, we hereby grant you the right (the "Franchise") to own and operate a Franchised Tupperware Distributorship (the "Franchised Distributorship") for a period of time commencing on the Agreement Date and expiring on December 31, 20    , unless sooner terminated as provided in this Agreement.  You accept the Franchise and agree that you will devote your full time and attention and best efforts to the Franchised Distributorship, use your best efforts to accomplish the purposes of this Agreement and at all times faithfully, honestly and diligently perform your obligations under this Agreement.

3.      DISTRIBUTION RIGHTS AND PERFORMANCE CRITERIA

        During this Agreement's term, we will make available for sale to you and/or Consultants TUPPERWARE Products for sale to consumers.  You agree to concentrate your promotional and distribution efforts, and to use your best efforts to distribute TUPPERWARE Products, within the Primary Area of Promotion using the home party plan and personal demonstrations.  You may not under any circumstances engage in any promotional activities, or sell and/or distribute any TUPPERWARE Products, whether directly or indirectly through Consultants and other sales force members:

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(1)    outside the United States, outside any of its territories, or outside any other geographic areas we officially authorize to be served from the United States; or

(2)    through or on the Internet, the World Wide Web, or any other similar proprietary or common carrier electronic delivery system (the "Electronic Media").

All such sales and activities are strictly prohibited.

        We retain the right in the Primary Area of Promotion and elsewhere to promote, distribute and market all TUPPERWARE Products through any and all methods of distribution we think best, including, but not limited to, other Franchised Tupperware Distributorships, Tupperware Distributorships that we and our Affiliates own and operate and other channels of distribution.  Your right to distribute TUPPERWARE Products in the Primary Area of Promotion is nonexclusive.

        You acknowledge that we are granting you the nonexclusive right to operate a Franchised Tupperware Distributorship with the expectation that you will satisfy the annual and quarterly performance criteria identified in Exhibit E.  You agree that your failure to satisfy the required criteria will allow (but not obligate) us to terminate this Agreement, as provided in Section 15.B. below.

4.      GUIDANCE AND ASSISTANCE.

        A.    GUIDANCE AND ASSISTANCE.

        We will communicate the Marketing Methods to you through various means, including, but not limited to, the Operating Manuals, advice letters, telephone consultations, audiotapes, videotaped presentations and conferences for Franchised Tupperware Distributorships.  As noted in Section 1 above, Marketing Methods are the sales, purchasing, distribution, marketing and administrative plans, systems, methods and techniques we may require or authorize Franchised Tupperware Distributorships to use from time to time, including, but not limited to, our direct selling techniques for the home party plan and personal demonstrations and the purchasing and distribution methods and procedures that comprise the "Traditional," "Consultant Direct" and/or other types of Franchised Tupperware Distributorships.  We reserve the right to require you to change your selling techniques and purchasing and distribution methods and procedures.&nbs p; In these circumstances, your status as a Franchised Tupperware Distributorship does not change.  However, the purchasing and distribution methods and procedures that you must follow in operating your Franchised Distributorship may change.  "Marketing Methods" also may include administrative and financial controls; reporting systems; ordering and purchasing systems; bookkeeping systems; billing procedures; recruiting, retaining and motivating Consultants and instilling in Consultants the "Sharing Opportunity" through Consultant sales presentations, Consultant incentive programs and other means; promoting the reputation, distribution and use of TUPPERWARE Products; and general business operation and management.

        You agree to advise us promptly of any improvements to the Marketing Methods and any new techniques, systems, devices, plans, methods or programs for operating the Franchised

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Distributorship developed by you or your employees or Consultants, which we then will have the perpetual right to use and authorize others to use.  From time to time, we will hold national or regional conferences for Franchised Tupperware Distributorships.  You agree to attend, at your own expense, our national conferences and conferences for your region.  These conferences will be held no more than six (6) times each year.  We may charge you reasonable fees to attend these conferences.

        B.    OPERATING MANUALS.

        We will lend you during the term of the Franchise one (1) complete set of the Operating Manuals, containing the materials (including, as applicable, written materials, audiotapes, videotapes and computer software) that we generally lend to Franchised Tupperware Distributorships to use in their operations.  The Operating Manuals contain mandatory and suggested standards and operating procedures, which we prescribe from time to time for Franchised Tupperware Distributorships and information about your other obligations under this Agreement.  We may modify the Operating Manuals from time to time to reflect changes in both TUPPERWARE Products distributed through our Franchised Tupperware Distributorships and any of the Marketing Methods.  You agree to keep your copy of the Operating Manuals current by immediately substituting in or adding to them all modified or new pages or other materials that we provide you from t ime to time.  In the event of a dispute about the contents of the Operating Manuals, the master copy we maintain at our principal offices will control.  You may not at any time copy any part of the Operating Manuals without our prior written consent.

5.      MARKS.

        A.    OWNERSHIP AND GOODWILL OF MARKS.

        You acknowledge that your right to use the Trademarks is derived solely from this Agreement and limited to your operating the Franchised Distributorship under this Agreement and all applicable standards and operating procedures we prescribe from time to time during the Franchise term.  Your unauthorized use of the Trademarks is a breach of this Agreement and an infringement of our rights in the Trademarks.  You acknowledge and agree that your use of the Trademarks and any goodwill established by your use will inure exclusively to our benefit and that this Agreement does not confer any goodwill or other interest in the Trademarks on you (other than the right to operate the Franchised Distributorship under this Agreement).  All provisions of this Agreement which apply to the Trademarks will apply to any additional trademarks, service marks and commercial symbols we authorize you to use during this Agreement's term.

        B.    LIMITATIONS ON YOUR USE OF MARKS.

        You agree to identify yourself as a Franchised Tupperware Distributorship in the manner we prescribe.  Each use of any of the Trademarks must include the words "Authorized Distributor" prominently displayed in the following format (or in another format that we have previously approved in writing):

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[NAME OF DISTRIBUTOR]
AUTHORIZED DISTRIBUTOR
OF TUPPERWARE BRAND PRODUCTS

        You agree not to use any Trademark as part of any corporate or legal business name, with any prefix, suffix or other modifying words, terms, designs or symbols or in any modified form.  You agree not to use any Trademark or similar commercial symbol in performing or selling any unauthorized services or products, as part of any domain name or electronic address you maintain on any Electronic Media (and you may not in any way operate your Franchised Distributorship through or on any Electronic Media, as provided in Section 3 of this Agreement), or in any other manner we have not expressly authorized in writing.  You agree to display the Trademarks prominently in the manner we prescribe on forms, invoices, stationery, business cards, promotional materials and other advertising and marketing materials and to use any notices of trademark and service mark registrations that we specify.  You may not use the Tradema rks in any manner we have not authorized.

        C.    DISCONTINUANCE OF USE OF MARKS.

        If it becomes advisable at any time in our sole discretion for us and/or you to modify or discontinue using any Mark and/or use one or more additional or substitute trade or service marks, you agree to comply with our directions within a reasonable time after receiving notice.  We need not reimburse you for your expenses in making these changes, for any loss of revenue attributable to any modified or discontinued Mark or for any expenditures you make to promote a modified or substitute trademark or service mark.

        D.    NOTIFICATION OF INFRINGEMENTS AND CLAIMS.

        You agree to notify us immediately of any apparent infringement of or challenge to your use of any Trademark and of any claim by any person of any rights in any Trademark.  We will have sole discretion to take the action we deem appropriate and the right to control exclusively any litigation or administrative or other proceeding arising out of any infringement, challenge or claim or otherwise relating to any Trademark.  You agree to sign any documents, give any assistance and perform any acts that our attorneys deem necessary or advisable to protect and maintain our interest in any litigation or proceeding related to any Trademark or otherwise to protect and maintain our interests in the Trademarks.

        E.    INDEMNIFICATION FOR USE OF MARKS.

        We agree to reimburse you for all damages for which you are held liable in any proceeding arising out of your authorized use of any Mark under this Agreement and for all costs you reasonably incur in defending any such claim brought against you or any such proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and otherwise have complied with this Agreement and our directions in responding to the claim or proceeding.  At our option, we may defend and control the defense of any proceeding arising out of your use of any Mark under this Agreement.

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6.      RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.

        A.    INDEPENDENT CONTRACTORS.

        You acknowledge and agree that this Agreement does not create a fiduciary relationship between you and us, that you are an independent contractor and that nothing in this Agreement is intended to make either party a general or special agent, joint venturer, partner or employee of the other party for any purpose.  You agree to operate the Franchised Distributorship under your own business name (which may not include or suggest any Trademark).  You agree to identify yourself conspicuously in all dealings with customers, suppliers, public officials, employees, Consultants and others as the owner of the Franchised Distributorship under a Franchise Agreement with us and to place any other notices of independent ownership that we may require from time to time on your forms, business cards, stationery and advertising and other materials.

        B.    NO LIABILITY FOR ACTS OF OTHER PARTY.

        Except as this Agreement expressly authorizes, neither party to this Agreement may make any express or implied agreements, warranties, guarantees or representations or incur any debt in the name or on behalf of the other party or represent to any person, entity or government agency that the relationship between the parties is other than that of franchisor and franchisee.  We will not be liable for any representations or warranties you make that are not expressly authorized under this Agreement, for any agreements you enter, for any of your actions or failures to act or for your failure to comply fully with this Agreement.  We will not be liable for any damages to any person or property directly or indirectly arising out of the Franchised Distributorship's operation.

        C.    TAXES.

        We will have no liability for any sales, use, service, occupation, excise, gross receipts, income, property or other taxes levied against you or your assets (or upon us) in connection with the sales made or business conducted by you and/or Consultants, payments you make to us under this or any related agreements or payments we make to you under this Agreement (except our own income taxes and any taxes we are required by law to collect from you on purchases from us).

        D.    INDEMNIFICATION.

        You agree to indemnify, defend and hold harmless us and our Affiliates, and our respective shareholders, directors, officers, employees, agents, successors and assigns (the "Indemnified Parties"), against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and damages described in this Paragraph, any and all taxes described in Paragraph C of this Section and any and all claims and liabilities directly or indirectly arising out of your operation of the Franchised Distributorship or your breach of this Agreement.  For purposes of this indemnification, "claims" include all obligations, judgments, settlements, damages (actual, consequential or otherwise) and costs that an Indemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants',

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arbitrators', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration or alternative dispute resolution and travel and living expenses.  Indemnified Parties may defend any claims against them at your expense.  This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination.

7.      FEES AND PAYMENTS.

        A.    INITIAL FEES.

        You need not pay any initial fee or other type of franchise fee in connection with entering into or performing under this Agreement.  You must, however, pay for goods and services you order from us (as provided below).

        B.    TERMS OF SALE TO FRANCHISEE.

        We will publish from time to time a price list for TUPPERWARE Products and Marketing Materials available for sale to you and/or Consultants according to our policies and procedures.  You agree to accept and pay for all TUPPERWARE Products, Marketing Materials and other items you order from us according to the price list and the applicable freight charges and shipping, handling and similar fees we publish from time to time.  We may impose any customer handling, shipping and similar charges whenever we deem appropriate, and you agree to pay these charges within the timeframe we specify.  We will deliver all TUPPERWARE Products, Marketing Materials and other items ordered from us according to the procedures described in the Operating Manuals or elsewhere.  You agree to maintain your account with us according to the terms of payment we establish with you from time to time and within any line of credit that you establish with us.  We have the right not to sell any more TUPPERWARE Products to you until all payments due are made or to condition any sale on your paying for the TUPPERWARE Products before we ship them to you or others.  These rights are in addition to our other rights and remedies under this Agreement and applicable law.

        C.    INTEREST ON LATE PAYMENTS.

        All amounts which you owe us will, at our option, bear interest after their due dates at the rate of one and one-half percent (1.5%) per month or the highest contract rate of interest permitted by law, whichever is less.  This Paragraph is not our agreement to accept any payments after they are due or our commitment to extend credit to, or otherwise finance your operation of, the Franchised Distributorship.  Your failure to pay all amounts when due is a ground for terminating this Agreement, as provided in Section 15, despite this Paragraph's provisions.

        D.    APPLICATION OF PAYMENTS.

        When we receive a payment from you, or money owed to you comes into our possession, we will have the right to apply it as we see fit in our sole discretion to any of your past due indebtedness to us or our Affiliates, whether for purchases or other charges, regardless of how you may designate a particular payment to be applied.

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8.      CONFIDENTIAL INFORMATION.

        You acknowledge and agree that the Confidential Information gives us, our Franchised Tupperware Distributorships and Consultants a competitive benefit.  Confidential Information is confidential, may include our trade secrets and is disclosed to you solely on the condition that you agree, and you do agree, that you:

        (1)    will not use the Confidential Information other than in operating the Franchised Distributorship;

        (2)    will maintain the absolute confidentiality of the Confidential Information;

        (3)    will not make unauthorized copies of any records (in written, electronic or other form) disclosing the Confidential Information; and

        (4)    will adopt and implement all reasonable procedures we prescribe from time to time to prevent disclosure of the Confidential Information, including, but not limited to, restrictions on disclosure to Consultants and employees and using nondisclosure and/or noncompetition agreements we prescribe for Consultants or employees who have access to the Confidential Information.

        The restrictions on your disclosure and use of the Confidential Information will not apply to the following:  (a) disclosure or use of information, methods or techniques which are generally known and used by other businesses selling household products through personal demonstrations or methods similar to the home party plan (as long as the general knowledge is not due to your disclosure and the disclosure or use otherwise is not prohibited by this Agreement), if you have first given us written notice of your intended disclosure and/or use; and (b) disclosure of the Confidential Information in legal proceedings when you are legally required to disclose it, if you have first given us the opportunity to obtain an appropriate legal protective order or other assurance satisfactory to us that the information required to be disclosed will be treated confidentially.

9.      EXCLUSIVE RELATIONSHIP.

        You agree that you will use your best efforts to promote, sell and distribute through the Franchised Distributorship all TUPPERWARE Products.  You agree not to promote, offer, sell or otherwise distribute through the Franchised Distributorship any products or services other than TUPPERWARE Products without our prior written approval.

        You agree that we could not protect the Confidential Information against unauthorized use or disclosure or encourage a free exchange of ideas and information among our Franchised Tupperware Distributorships if they and their immediate family members could hold interests in or perform services for any businesses marketing Competing Products or using marketing methods similar to the Marketing Methods.  We have entered this Agreement with you on the express condition that, during its term, neither you nor any member of your immediate family

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will have any direct or indirect interest as a disclosed or beneficial owner in, or perform services as a director, officer, manager, employee, consultant, representative or agent for:  (a) any business or association which promotes or sells Competing Products; or (b) any business or association that franchises, licenses or develops businesses in the United States or Canada that promote or sell Competing Products; or (c) any business or association that sells goods for household use, other than Competing Products, using methods similar to the Marketing Methods (including the home party plan and personal demonstrations); or (d) any business or association that franchises, licenses or develops businesses in the United States or Canada that promote or sell goods for household use, other than Competing Products, using methods similar to the Marketing Methods (including the home party plan and personal demonstrations).

10.     IMAGE AND OPERATING PROCEDURES.

        A.    PREMISES.

        You agree to operate the Franchised Distributorship at and from the Premises (as described in Exhibit B to this Agreement), which may be your home.  You represent that the Premises are suitable and adequate for your storage needs for TUPPERWARE Products and Marketing Materials and for operating the Franchised Distributorship (other than holding Consultant sales presentations).

        If the Premises are not your home, you agree to maintain the Premises in good condition, repair, cleanliness and neatness.  You acknowledge that we have an interest in the location of the Premises and agree in all cases that you will not relocate the Premises or use any other premises as office or storage facilities for the Franchised Distributorship without our prior written approval.  However, you may hold sales presentations for Consultants at suitable locations away from the Premises.  If you operate your Franchised Distributorship from your home, you must conduct sales presentations at appropriate meeting spaces outside your home.

        B.    TUPPERWARE CONSULTANTS.

        You acknowledge and agree that we are a party plan company and our method of distributing TUPPERWARE Products through Franchised Tupperware Distributorships has been based primarily upon the promotion and sale of TUPPERWARE Products by Consultants appointed by our Franchised Tupperware Distributorships according to our policies and Marketing Methods, which are based on the party plan method.  You understand the importance of recruiting and rewarding Consultants using the Marketing Methods and agree that you will fully and faithfully follow the Marketing Methods in all aspects of recruiting, rewarding, motivating and otherwise dealing with Consultants.  You agree to coordinate the promotional and sales activities of all Consultants you appoint and to use your best efforts to instill in Consultants the "Sharing Opportunity."  You may enter into Consultant contracts only with persons of good character who have suffi cient aptitude to be Consultants and otherwise meet our standards and must make available to all Consultants the Marketing Materials that we recommend for Consultants.  You agree not to deviate in any way from the Marketing Methods (including policies and incentive programs pertaining to the recruitment of and relations with Consultants) without our prior written approval.  You agree to follow our instructions concerning

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the release of new TUPPERWARE Products and beginning promotions and related sales and marketing programs.

        C.    STANDARDS AND PROCEDURES.

        You acknowledge that operating the Franchised Distributorship under our standards of service and quality and according to the "Sharing Opportunity" is important to us, our other Franchised Tupperware Distributorships and Consultants.  We will endeavor to maintain high standards of quality and service for all Franchised Tupperware Distributorships.  To this end, you agree to cooperate with us by maintaining those high standards of quality and service in operating the Franchised Distributorship.  You agree to comply with all mandatory standards and operating procedures relating to the distribution of TUPPERWARE Products, recruitment of and relations with Consultants and operation of the Franchised Distributorship, whether or not part of the Marketing Methods.  You agree to participate in any national promotions that we conduct (although you may determine the prices at which you sell TUPPERWARE Products).& nbsp; Any mandatory standards and operating procedures (whether or not part of the Marketing Methods) that we prescribe from time to time in the Operating Manuals, or otherwise communicate to you in writing, will be considered provisions of this Agreement as if fully set forth in this Agreement.  All references to "this Agreement" include all of these mandatory standards and operating procedures.

        D.    MAINTENANCE AND REFURBISHING OF PREMISES AND VEHICLES.

        You agree to maintain the condition and appearance of the Premises (if your Franchised Distributorship is not home-based) and any vehicles (regardless of the location of your Franchised Distributorship) used in the Franchised Distributorship under our standards and to effect any interior and exterior cleaning, repair, maintenance and refurbishing of the Premises and vehicles, including periodic painting and decorating and replacement of worn out or obsolete furniture, furnishings, equipment and signs, that we reasonably require from time to time.

        E.    COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES.

        You agree to secure and maintain in force in your name all required licenses, permits and certificates relating to the operation of the Franchised Distributorship.  You agree to operate the Franchised Distributorship in full compliance with all applicable laws, ordinances and regulations, including, without limitation, all government regulations relating to workers' compensation insurance, unemployment insurance and withholding and paying federal, state and local taxes.  All advertising and promotion you use must be completely factual and in good taste (in our judgment), conform to high standards of ethical advertising and be approved by us in writing before you use them.  You may not use any materials that we have disapproved or have not yet authorized for release to Consultants and the public.  In all your dealings with us, Consultants, customers, potential customers and public officials, you must adh ere to high standards of honesty, integrity, fair dealing and ethical conduct.  You agree to refrain from any business or advertising practice that may harm us or the goodwill associated with the Trademarks, Consultants or other Franchised Tupperware Distributorships.  You must notify us

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in writing within five (5) days after the commencement of any action, suit or proceeding, or the issuance of any order, writ, injunction, awards or decree of any court, agency or other governmental unit, which may adversely affect our, your or any other Franchised Tupperware Distributorship's operation, financial condition or reputation.

        F.   FORMS AND INVOICES.

        You agree to use the invoices, purchase orders and other forms that we approve.  You must obtain the forms from us or suppliers we approve to produce them using the Trademarks.

        G.    CUSTOMER RELATIONS/WARRANTIES.

        You agree to provide prompt and conscientious service to all consumers serviced through the Franchised Distributorship and all Consultants and to use your best efforts to make or cause prompt delivery of TUPPERWARE Products and Marketing Materials to Consultants and/or consumers.  You agree to respond to customer complaints and inquiries promptly and courteously and to comply strictly with policies and procedures we prescribe relating to customer service and warranties for TUPPERWARE Products.

        H.    INSURANCE.

        During the term of the Franchise, you must maintain in force at your sole cost the following insurance policies underwritten by carriers reasonably acceptable to us:

        (1)    Commercial general liability insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate covering bodily injury, personal injury and property damage claims caused by or occurring in connection with the Franchised Distributorship's operation, including its Premises.  Tupperware Corporation and its affiliates and subsidiaries are to be added as additional insureds on this policy; and

        (2)    Comprehensive auto liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000) per accident.  This policy shall provide coverage for bodily injury and property damage claims arising out of the Franchised Distributorship's owned, hired and non-owned vehicles.  Tupperware Corporation and its affiliates and subsidiaries are to be added as additional insureds on this policy.

        We may periodically increase the amounts and types of coverage required under the terms of this Agreement to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards or other relevant changes in circumstances.  Your insurance policies must be primary and non-contributory to any similar policies we maintain.  Each required policy must give us thirty (30) days' prior written notice of cancellation, nonrenewal and/or material modification.  A certificate of insurance documenting the required coverages shall be sent to us when this Agreement is finalized.  Renewal certificates are to be sent to us thirty (30) days before the insurance policies expire.

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        I.    COMPUTER.

        You must use in operating the Franchised Distributorship the brands, models and types of computer hardware, peripheral equipment and software that we prescribe from time to time.  We may require you to obtain specified items and may modify specifications for and components of this computer system from time to time.  Our modification of specifications for the computer system's components may require you to incur costs to purchase, lease and/or license new or modified computer hardware and/or software and to obtain service and support during this Agreement's term.  You agree to incur the costs of obtaining the computer hardware and software comprising the computer system (or additions or modifications).  You acknowledge that any computer software developed by or for us is our property, that you may use that software only in the manner we authorize and that you may not copy, duplicate or modify the softwar e without our prior written consent.

11.     REPORTS AND FINANCIAL STATEMENTS.

        You agree to furnish us each week on the day we designate, in the form we prescribe from time to time, a report of your and the Consultants' activities and sales for the preceding week and any other data, information and supporting records that we require.  Upon written notice, we may require you to prepare and submit to us monthly and annual financial statements (including a balance sheet and a profit and loss statement) reflecting the Franchised Distributorship's operation and financial condition.  You must verify and sign each report and financial statement in the manner we prescribe.  As noted in Section 7.B. above, we may require you to use our designated accounting services under certain circumstances.

12.      INSPECTIONS AND AUDITS.

        A.    COMPANY'S RIGHT TO INSPECT.

        To determine whether you are complying with this Agreement, the Marketing Methods and any other specifications, standards, operating procedures and policies that we prescribe for operating Franchised Tupperware Distributorships, to assess the service being provided to Consultants and retail customers in the area served by the Franchised Distributorship and to engage in market research and testing, and in connection with our exercising our other rights under this Agreement and conducting our business, we have the right at any reasonable time to:

        (1)    inspect the Premises (unless it is your home) and all vehicles and facilities used in operating the Franchised Distributorship;

        (2)    contact, interview, observe and videotape you, Consultants and employees while they conduct business;

        (3)    contact and interview hostesses and guests of Tupperware parties held by Consultants; and

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        (4)    take an inventory of any TUPPERWARE Products and Marketing Materials in your possession and remove samples of them for inspection and testing.

        You agree to cooperate fully with our representatives making these inspections, observations or interviews.

        B.    COMPANY'S RIGHT TO AUDIT.

        We may at any time during business hours, upon forty-eight (48) hours' prior notice to you, inspect and audit, or cause to be inspected and audited, the business records, bookkeeping and accounting records, sales, use and other tax records and returns and other records of the Franchised Distributorship and any Operating Company.  You agree to cooperate fully with our representatives and any independent accountants we hire to conduct any inspection or audit.

13.     TRANSFER.

        A.    BY COMPANY.

        This Agreement is fully transferable by us and will inure to the benefit of any transferee or other legal successor to our interests in it.

        B.    FRANCHISEE MAY NOT TRANSFER WITHOUT APPROVAL OF COMPANY.

        You understand and acknowledge that the rights and duties created by this Agreement are personal to you and that we have entered this Agreement with you in reliance upon your individual (or collective) character, skill, aptitude, attitude, business ability and financial capacity.  Accordingly, neither this Agreement, the Franchise (or any interest in the Franchise), any ownership interest in an Operating Company nor the Franchised Distributorship (or any interest in it) may be transferred without our prior written approval.  Any transfer without this approval is a breach of this Agreement and conveys no rights to or interests in this Agreement, the Franchise, the Operating Company or the Franchised Distributorship.  A transfer of this Agreement and the Franchise (or any interest in them) may be made only with a transfer of the Franchised Distributorship.  As used in this Agreement, the term "transfer" i ncludes the voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in:

        (1)    this Agreement;

        (2)     the Franchise;

        (3)    the Franchised Distributorship or any of its essential assets, including, without limitation, sales force goodwill (other than sales or other dispositions of inventory in the normal course of business); or

        (4)    the ownership of an Operating Company.

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An assignment, sale or other disposition includes, without limitation:

        (a)    the transfer of an interest in this Agreement, the Franchise, the Franchised Distributorship or an Operating Company in a divorce, dissolution or insolvency proceeding or otherwise by operation of law;

        (b)    the transfer of an interest in this Agreement, the Franchise, the Franchised Distributorship or an Operating Company, in the event of your death, by will, declaration of or transfer in trust or under the laws of intestate succession;

        (c)    the transfer of ownership of a partnership interest or capital stock in an Operating Company;

        (d)    merger or consolidation or issuance of additional securities representing an ownership interest in an Operating Company;

        (e)    any sale of common stock, or any security convertible to common stock, of an Operating Company; and

        (f)    pledge of this Agreement or the Franchised Distributorship's assets as security, foreclosure upon the Franchised Distributorship or any of its assets or your transfer, surrender or loss of possession, control or management of the Franchised Distributorship.

        C.    CONDITIONS FOR APPROVAL OF TRANSFER.

        If you are fully complying with this Agreement, then, subject to the other provisions of this Section 13, we will not unreasonably withhold our approval of a transfer that meets all the applicable requirements of this Agreement.  The proposed transferee must be an individual of good character (preferably an existing distributor with a current account history with us, in our sole discretion) and otherwise meet our then applicable standards and criteria for new owners of Franchised Distributorships.  If the transfer is of this Agreement or a controlling interest in the Franchised Distributorship, or is one of a series of transfers (regardless of the period of time over which these transfers take place) which taken together would constitute the transfer of this Agreement or a controlling interest in the Franchised Distributorship, we may impose additional conditions.  The conditions that we may require you and/ or the transferees (as applicable) to satisfy before, or concurrently with, the effective date of the transfer are:

        (a)    The transferee must have sufficient business experience, aptitude and financial resources to operate the Franchised Distributorship;

        (b)    You must pay any amounts owed for purchases from us and our Affiliates and all other amounts owed to us or our Affiliates which then are unpaid;

        (a)    The transferee must complete to our satisfaction any orientation program we then require for Franchised Tupperware Distributorships;

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        (d)    The transferee must assume and agree to be bound by all terms and conditions of this Agreement for the remainder of its term or, at our option, sign our then current form of franchise agreement (which may provide for different rights and obligations than those provided in this Agreement) for a term equal to the remaining term under this Agreement;

        (e)    You (and each owner of an interest in the Operating Company) must execute a general release, in a form satisfactory to us, of any and all claims against us, our Affiliates and our and their respective officers, directors, employees and agents;

        (f)    We must have reviewed the material terms and conditions of the transfer to determine to our satisfaction (without representing to you or the transferee) that the price and terms of payment are not so burdensome as to affect adversely the transferee's operation of the Franchised Distributorship (this does not apply to transfers by gift, bequest or inheritance);

        (g)    If you or any shareholder in an Operating Company finances any part of the sale price of the transferred interest, you and/or that shareholder must agree that all of the transferee's obligations under any promissory notes, agreements or security interests that you or your owners have reserved in the assets of the Franchised Distributorship will be subordinate to the transferee's obligations to pay amounts owed to us and our Affiliates for purchases and other items and otherwise to comply with this Agreement and any other agreements with us; and

        (h)    You (and each owner of an interest in the Operating Company) must, for a two (2) year period commencing on the effective date of the transfer, comply with the restrictions set forth in Section 16.D. below.

        If two or more persons own the Franchised Distributorship, we granted the Franchise to you based on the collective qualifications of all owners.  Accordingly, if one owner proposes to transfer its interest, we also may require the transferee to possess qualifications and experience which, when combined with the qualifications and experience of the remaining owner(s), will meet our standards and expectations regarding the Franchised Distributorship's overall management and operation.

        D.    DEATH OR INCAPACITY OF FRANCHISEE.

        If you die or become permanently incapacitated, your personal representative must transfer your interest in this Agreement, the Franchise and the Franchised Distributorship to a third party (whom we approve) within a reasonable time, not to exceed nine (9) months from the date of death or permanent incapacity.  The transfer will be subject to all the terms and conditions applicable to transfers contained in this Section 13.  Failure to dispose of the interest in this Agreement, the Franchise and the Franchised Distributorship within this period of time will be a breach of this Agreement.  The term "permanently incapacitated" means a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent you from managing and operating the Franchised Distributorship for ninety (90) days or more.  Until your interest in this Agreement, the Franchise and the Franchised Distributorship is transferred as required, we have the right (but not the obligation) to appoint a manager to operate the Franchised Distributorship (even if there is another living owner).  You

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must reimburse us for our expenses of providing management services.  We may cease providing those services at any time.

        We also have the right (but not the obligation) to appoint a manager to operate the Franchised Distributorship (even if there is another living owner) if you become "incapacitated," although not permanently incapacitated.  The term "incapacitated" means a mental or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent you from managing and operating the Franchised Distributorship for any period of time.  You must reimburse us for our expenses of providing management services, which we may cease providing at any time.

        E.    EFFECT OF CONSENT TO TRANSFER.

        Our consent to a proposed transfer under this Section 13 will not be a guarantee of the transferee's success or a waiver of any claims we may have against you or of our right to demand the transferee's exact compliance with this Agreement.

        F.    COMPANY'S RIGHT OF FIRST REFUSAL.

        If you at any time determine to sell an interest in this Agreement, the Franchise or the Franchised Distributorship, you must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser (preferably an existing distributor with a current account history with us, in our sole discretion) and immediately submit a true and complete copy of the offer (and any proposed "side" or ancillary agreements) to us.  The offer must apply only to an interest in this Agreement, the Franchise or the Franchised Distributorship.  It may not include the purchase of any other property or rights, but, if the offeror proposes to buy any other property or rights from you under a separate offer, the price and terms of purchase offered to you for the interest in this Agreement, the Franchise or the Franchised Distributorship must reflect the bona fide price offered for that interest and not reflect any value for any ot her property or rights.  We will have the right, exercisable by written notice delivered to you within thirty (30) days after we receive both an exact copy of the offer and all other information we request, to purchase the interest for the price and on the terms and conditions contained in the offer, provided that we may substitute cash for any form of payment proposed in the offer, our credit will be deemed equal to the credit of any proposed purchaser and we will have not less than sixty (60) days to prepare for closing.  We may purchase the interest subject to all customary representations and warranties given by the seller of the assets of a business (including, without limitation, representations and warranties as to ownership and condition of and title to assets; liens and encumbrances relating to the assets; validity of contracts; and liabilities affecting the assets).  If we do not exercise our right of first refusal, you may complete the sale to the purchaser on the exa ct terms of the original offer, subject to our approval of the transfer as provided in Paragraphs B and C of this Section.  However, if the sale to the purchaser is not completed within ninety (90) days after delivery of the offer to us, or if there is a material change in the terms of the sale (which you agree promptly to communicate to us), we will have an additional right of first refusal for thirty (30) days following either the expiration of the ninety (90) day period or notice to us of the material change(s) in the terms of the sale, either on the terms originally offered or the modified terms, at our option.

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        G.    OPERATION THROUGH A CORPORATION.

        If you wish to operate the Franchised Distributorship through a corporation (referred to as the "Operating Company"), we will allow you to do so under certain conditions.  You (and, if the Franchisee is more than one individual, all individuals collectively) must at all times own not less than seventy percent (70%) of the equity interests in the Operating Company, have at least the percentage of voting power in the Operating Company needed to authorize a transfer of substantially all of its assets, have the power to control the operation and transfer of the Franchised Distributorship and be the Operating Company's principal officers.  The Franchised Distributorship must be the only business that the Operating Company conducts and must be operated solely by the Operating Company.  The Operating Company must assume all your liabilities and obligations under or relating to the Franchised Distributorship, but you wil l be jointly and severally liable for all of the Operating Company's obligations.  You may operate the Franchised Distributorship through an Operating Company only under a separate written agreement with us in the form we require.  Under that agreement, you will retain all renewal rights, and the Operating Company will not have any renewal rights of its own.  If you renew by signing a new franchise agreement and related documents, you must sign them, and the Operating Company may continue operating the Franchised Distributorship only if we, you and the Operating Company sign a new agreement containing the terms and conditions we then prescribe.

        H.    COMPLIANCE WITH STATE AND FEDERAL LAWS.

        You agree that, in any proposed transfer of an interest in this Agreement, the Franchise, the Franchised Distributorship or an Operating Company, you will comply, and assist us in complying, with any laws that apply to the transfer, including state and federal laws governing the offer and sale of franchises.

14.     RENEWAL OF FRANCHISE.

        This Agreement will be renewed automatically for a renewal period of one (1) year when its initial term or then current renewal period expires unless:

        (a)    You have given us written notice, not less than ninety (90) days before the end of the initial term or then current renewal period, that you elect not to renew the Franchise; or

        (b)    We have given you written notice, not less than ninety (90) days before the end of the initial term or then current renewal period, that we will renew the Franchise only on the condition that you execute the standard form of franchise agreement and ancillary agreements we then are using for renewing or granting franchises for Franchised Tupperware Distributorships (modified as appropriate to reflect that it pertains to the renewal of a franchise), which may contain terms and conditions materially different from those contained in this Agreement; or

        (c)    We have given you written notice, not less than ninety (90) days before the end of the initial term or then current renewal period, that we will not renew the Franchise due to your

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failure to comply substantially with this Agreement during the initial term or then expiring renewal period; or

        (d)    Both we and you agree not to renew the Franchise.

        If renewal of the Franchise is subject to subparagraph (b) above, you must sign and deliver to us, within thirty (30) days after you receive them, the form of franchise agreement and ancillary agreements we then are using, which may include, without limitation, general releases of any and all claims against us and our Affiliates and our and their respective shareholders, officers, directors, employees and agents.

        We may extend the term of this Agreement for the period of time necessary to give you the notice of nonrenewal required by this Agreement or applicable law.

15.      TERMINATION.

        A.    BY FRANCHISEE.

        You may terminate this Agreement at any time, with or without cause, by giving us not less than sixty (60) days' prior written notice of your election to terminate.  We and you also may terminate this Agreement at any time by mutual consent.

        B.    BY COMPANY.

        This Agreement will terminate immediately upon delivery of written notice of termination to you if you, any owner of an Operating Company or, as appropriate, the Franchised Distributorship:

        (1)    fails to satisfy the annual or quarterly performance criteria within the Primary Area of Promotion, as provided in Section 3 and Exhibit E;

        (2)    abandons, or surrenders or transfers control of, the Franchised Distributorship's operation without our prior written approval;

        (3)    makes any material misrepresentation or omission in applying for the Franchise or operating the Franchised Distributorship, including, but not limited to, submitting false information to us or others or otherwise making false statements in connection with any promotional, marketing or other programs, whether or not you or the Franchised Distributorship actually participates in these programs;

        (4)    is convicted by a trial court of, or pleads no contest to, a felony or other crime or offense;

        (5)    engages in any dishonest or unethical conduct that is likely to affect adversely the reputation of your Franchised Distributorship, us, TUPPERWARE Products or any other Franchised Tupperware Distributorship;

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        (6)    interferes with our inspection or audit rights, as provided in Section 12 of this Agreement;

        (7)    fails to make the required transfer upon death or permanent incapacity;

        (8)    fails to pay when due any federal or state income, sales or other taxes due on the Franchised Distributorship's operation, unless you are in good faith contesting your liability for these taxes;

        (9)    makes any unauthorized use of the Marks or any unauthorized use or disclosure of the Operating Manuals or other Confidential Information;

        (10)    makes an unauthorized transfer of any interest in this Agreement, the Franchise, the Franchised Distributorship or an Operating Company;

        (11)    engages in any promotional activities, or sells and/or distributes any TUPPERWARE Products, whether directly or indirectly through Consultants and other sales force members, in any areas or by any means prohibited under Section 3 of this Agreement;

        (12)    engages in, or threatens to engage in, any acts of physical violence during the operation of the Franchised Distributorship; or

        (13)    (i) fails on three (3) or more separate occasions within any period of six (6) consecutive months to submit when due reports or other data, information or supporting records, to pay when due amounts owed for purchases from us or our Affiliates or other items or otherwise to comply with this Agreement, whether or not any of these failures to comply are corrected after you receive notice of default, or (ii) fails on two (2) or more separate occasions within any period of six (6) consecutive months to comply with the same obligation under this Agreement, whether or not the failures are corrected after you receive notice of default.

        In addition to these grounds for terminating the Agreement immediately without your having an opportunity to cure, this Agreement will terminate without further action by us or notice to you if you:

        (a)    fail (i) to comply strictly with our customer service and warranty requirements or (ii) to follow our instructions concerning the release of new TUPPERWARE Products and beginning promotions and related sales and marketing programs and do not correct the failures in subparagraphs (i) or (ii) within seven (7) days after written notice of the failure is delivered to you; or

        (b)    fail to make payments of any amounts due to us or our Affiliates for purchases or any other reason and do not correct the failure within ten (10) days after written notice of the failure is delivered to you; or

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        (c)    fail to comply with any other provision of this Agreement or any mandatory standard or operating procedure we prescribe and do not correct the failure within thirty (30) days after written notice of the failure to comply is delivered to you.

        C.    OUR OTHER RIGHTS UPON DEFAULT.

        In addition to and without limiting our other rights and remedies if you default under this Agreement, we have certain rights that we may exercise in our sole discretion after we give you any notice of your default under this Agreement and until the default is fully cured.  Our rights include (but are not limited to) the following:

        (a)    the right to condition the shipment or sale of goods to you on our receipt of full payment for the goods with your order;

        (b)    the right to suspend any and all services provided on a fee for service basis if we do not receive full payment for the services in advance;

        (c)    the right to manage the Franchised Distributorship for you, as provided below;

        (d)    the right to prohibit you and your agents and employees from attending any and all meetings, conferences or training sessions we hold or sponsor; and

        (e)    the right to suspend the dissemination to you of any and all publications, materials or updated information for Franchised Distributorships.

        Our exercising the rights under this Paragraph will not be a defense for you to our enforcement of any provision of this Agreement or suspend or release you from or waive any obligation that you otherwise would owe to us or our Affiliates.

        If we have the right to assume the management of the Franchised Distributorship, we have sole discretion to determine whether to exercise that right and when to cease our management.  You agree to cooperate fully with us if we exercise our management right.  Our management of the Franchised Distributorship under this Paragraph will be as your agent on your behalf and not as a partner or joint venturer with you.  As manager, we may do all things necessary or appropriate to operate the Franchised Distributorship under this Agreement, including to control all receipts and disbursements of the Franchised Distributorship.  We will not be a fiduciary but will have a duty only to utilize our reasonable efforts to manage the Franchised Distributorship under this Agreement.  We will not be liable to you or any third party for any debts, losses or obligations the Franchised Distributorship incurs during our management or otherwise.

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16.     RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISEE UPON TERMINATION OR EXPIRATION OF THE FRANCHISE.

        A.    PAYMENT OF AMOUNTS OWED TO COMPANY.

        You agree to pay us within fifteen (15) days after this Agreement terminates or expires, or on any later date that the amounts due to us are determined, any amounts owed for purchases from us or our Affiliates and all other amounts owed to us or our Affiliates which then are unpaid.

        B.    TRADEMARKS.

        You agree that, after this Agreement terminates or expires, you will:

        (1)    not directly or indirectly at any time or in any manner identify yourself or any business as our current or former franchisee or licensee or as otherwise associated with us, use any of the Trademarks or any colorable imitation of a Trademark in any manner or for any purpose or use for any purpose any trade name, trademark or service mark or other commercial symbol that suggests or indicates a connection or association with us;

        (2)    remove all of the Trademarks from any facilities and vehicles you have used and return to us or destroy all invoices, purchase orders, advertising and marketing materials, forms and other materials containing any Trademark or otherwise identifying or relating to a Franchised Tupperware Distributorship;

        (3)    take any action that may be required to cancel all fictitious or assumed name or equivalent registrations relating to your use of any Trademark; and

        (4)    within thirty (30) days after this Agreement terminates or expires, give us evidence satisfactory to us of your compliance with these obligations.

        C.    RETURN OF CONFIDENTIAL MATERIAL.

        You agree that, after this Agreement terminates or expires, you will immediately cease using in any business or otherwise the Confidential Information disclosed to you under this Agreement and return to us all copies of the Operating Manuals which we have loaned you and any other materials that contain any Confidential Information, including computer software.

        D.    NONSOLICITATION AND NONCOMPETITION.

        To protect our Confidential Information and the goodwill associated with Franchised Tupperware Distributorships, you agree that for a period of two (2) years beginning on the date this Agreement terminates or expires:

        (1)    you will not, directly or indirectly, solicit any person who was your Consultant during any part of the year preceding the date of termination or expiration to engage as an

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employee or independent contractor in any business which promotes, distributes or sells (a) Competing Products or (b) consumer goods or services (other than Competing Products) using methods similar to the Marketing Methods (including the home party plan and personal demonstrations); and

        (2)    you will not, directly or indirectly, on your own account or otherwise, engage in any business or activity involving the promotion, distribution or sale of (a) Competing Products or (b) goods or services (other than Competing Products) in whole or in part through the use of methods similar to the Marketing Methods (including the home party plan and personal demonstrations).

        E.    COMPANY OPTION TO PURCHASE PRODUCTS.

        When this Agreement terminates or expires, we have the right to purchase all or any part of your inventory of TUPPERWARE Products and Marketing Materials.  The purchase price will be our then current price (but not to exceed the amount you originally paid for the inventory) to Franchised Tupperware Distributorships for the TUPPERWARE Products and Marketing Materials that are part of our then current line and our then current standard repurchase allowance for obsolete TUPPERWARE Products and Marketing Materials.

        F.    CONTINUING OBLIGATIONS.

        All obligations of this Agreement (whether yours or ours) which expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect after the expiration or termination until they are satisfied in full or by their nature expire.

17.      ENFORCEMENT.

        A.    SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS.

        The provisions of this Agreement are deemed to be severable.  If any court, agency or other tribunal with proper jurisdiction in a proceeding to which we are a party holds, in a final unappealable ruling, that any part of this Agreement is invalid or conflicts with any applicable law, that ruling will not affect that part of this Agreement unless and until: (1) if you are party to that proceeding, the time for appeal expires; or (2) if you are not a party to that proceeding, we give you written notice that we will not enforce that part of this Agreement and/or will modify this Agreement according to the ruling.  In either case, we and you agree that the only effect of the ruling and our nonenforcement of the invalid or unenforceable part of this Agreement will be that the invalid part(s) will be deleted from this Agreement or modified according to the ruling, and the parts of this Agreement which are meaningful a fter the deletion or modification of the invalid part will continue to be effective and bind you and us.

        To the extent that either Section 9 or Section 16.D. is deemed unenforceable because of its scope in terms of area, activity prohibited or length of time, you agree that the unenforceable provision will be deemed modified or limited to the extent and in the manner necessary to make

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that particular provision valid, and to make your obligations enforceable to the fullest extent possible, under the laws applicable to the covenant's validity.

        If any provision of this Agreement is inconsistent with any law applicable to this Agreement or the Franchise which requires a greater advance notice of the termination or nonrenewal of this Agreement than is required under this Agreement, or the taking of some other action which is not required by this Agreement, then both parties will comply with the requirements of that law as if they were substituted for the inconsistent provision of this Agreement or added to this Agreement.  If any law applicable to this Agreement or the Franchise makes any provision of this Agreement (including any mandatory specification, standard or operating procedure we prescribe) invalid or unenforceable, then we will have the right, in our sole discretion, to modify that provision to the extent necessary to make it valid and enforceable.  You agree to be bound by each provision of this Agreement to the greatest extent to which you may lawfully be bound.

        B.    WAIVER.

        (1)    Unilateral Waiver.  Either you or we may, by written notice, unilaterally waive or reduce any obligation of or restriction on the other party under this Agreement.  The waiver or reduction may be revoked at any time for any reason on ten (10) days' written notice.

        (2)    No Guarantees.  If we give you any waiver, approval, consent or suggestion, or if we delay our response or deny any request for waiver, approval or consent, we will not be deemed to have made any warranties or guarantees on which you may rely and will not assume any liability or obligation to you.

        (3)    No Waiver.  If at any time we do not exercise a right available under this Agreement or do not insist on your compliance with the terms of the Agreement, or if a custom or practice develops which is inconsistent with this Agreement, we will not have waived the right to demand compliance with any of the terms of this Agreement at a later time.  Similarly, the waiver of any particular breach or series of breaches under this Agreement or of any term in any other agreement between you and us will not affect our rights with any later breach.  It will not be a waiver of any breach of this Agreement for us to accept payments, which are due to us under this Agreement.  Any agreement that we have, or any action that we take, with another Franchised Tupperware Distributorship will have no effect on our rights under this Agreement or any action we take with you.

        C.    CUMULATIVE REMEDIES.

        The rights and remedies that this Agreement grants to either party will not prohibit either party from exercising any other right or remedy provided under this Agreement or permitted by law or equity.

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        D.    WRITTEN CONSENTS FROM COMPANY.

        Whenever this Agreement requires our advance approval or consent, you agree to make a timely written request for it.  Our approval or consent will not be valid unless it is in writing.

        E.    COSTS AND ATTORNEYS' FEES.

        If we or any of our Affiliates incurs expenses due to your failure to comply with this Agreement or to pay any amounts due to us or our Affiliates, or for any other reason due to your actions or inactions, you agree to reimburse us and our Affiliates for any of the costs and expenses that we incur, including, without limitation, reasonable accounting, attorneys', arbitrators' and related fees.

        F.    GOVERNING LAW/CONSENT TO JURISDICTION.

        ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED EXCLUSIVELY BY THE FEDERAL ARBITRATION ACT (9 U.S.C. SECTIONS 1 ET SEQ.).  EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), OR OTHER FEDERAL LAW, THIS AGREEMENT, THE FRANCHISE AND THE RELATIONSHIP BETWEEN US AND YOU WILL BE GOVERNED BY THE LAWS OF THE  STATE OF FLORIDA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES, EXCEPT THAT ANY FLORIDA LAW REGULATING THE SALE OF FRANCHISES OR GOVERNING THE RELATIONSHIP OF A FRANCHISOR AND ITS FRANCHISEE WILL NOT APPLY UNLESS ITS JURISDICTIONAL REQUIREMENTS ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS PARAGRAPH.

        YOU AGREE THAT WE MAY INSTITUTE ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR RELATIONSHIP THAT IS NOT REQUIRED TO BE ARBITRATED IN ANY STATE OR FEDERAL COURT OF GENERAL JURISDICTION IN THE STATE OF FLORIDA, AND YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF THOSE COURTS AND WAIVE ANY OBJECTION YOU MAY HAVE TO EITHER THE JURISDICTION OF OR VENUE IN THOSE COURTS.

        G.    BINDING EFFECT.

        This Agreement is binding on and will inure to the benefit of our successors and assigns and will be binding on and inure to the benefit of your permitted successors, assigns, heirs, executors and administrators.

        H.    ENTIRE AGREEMENT.

        This Agreement, including the introduction and exhibits to it, together with our Operating Manuals and other policies, constitutes the entire agreement between you and us, and there are

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no other oral or written understandings or agreements between you and us concerning the subject matter of this Agreement.  This Agreement may be modified only by a written agreement signed by both you and us.

        I.    NO LIABILITY TO OTHERS.

        We will not, because of this Agreement or any approvals, advice or services provided to you, be liable to any person or legal entity who is not a party to this Agreement, and no other party will have any rights because of this Agreement.

        J.    CONSTRUCTION.

        All headings of the various sections and paragraphs of this Agreement are for convenience only and do not affect the meaning or construction of any provision.  All references in this Agreement to masculine, neuter or singular usage will be construed to include the masculine, feminine, neuter or plural usages wherever applicable.  If two or more persons are the Franchisee, their obligations and liabilities under this Agreement will be joint and several, and the Franchisee will be deemed to be a general partnership.  A reference to "you" or "franchisee" includes each individual partner and the partnership.  Except where this Agreement expressly requires that we reasonably approve or not unreasonably withhold our approval of any of your actions or requests, we have the absolute right to refuse any of your requests or to withhold our approval of any of your actions or omissions.

        K.    MULTIPLE ORIGINALS.

        The parties may execute multiple copies of this Agreement, and each executed copy will be deemed an original.

        L.    INJUNCTIVE RELIEF.

        Notwithstanding anything to the contrary contained in Section 17.M., each party has the right in a proper case to seek temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction.  In that case, the parties will contemporaneously submit their dispute for arbitration on the merits according to Section 17.M.

        M.    ARBITRATION.

        EXCEPT FOR CLAIMS RELATING TO THE VALIDITY OR OWNERSHIP OF THE TRADEMARKS, AND EXCEPT AS WE MAY ELECT TO COLLECT AMOUNTS DUE UNDER ANY PROMISSORY NOTE IN A JUDICIAL PROCEEDING, ALL CONTROVERSIES, DISPUTES OR CLAIMS BETWEEN US (AND OUR AFFILIATES AND OUR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) AND YOU (YOUR OWNERS, AFFILIATES AND EMPLOYEES, IF APPLICABLE) ARISING OUT OF OR RELATED TO:

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        (a)    THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES OR ANY PROVISION OF ANY OF THESE AGREEMENTS;

        (b)    THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT;

        (c)    THE VALIDITY OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES OR ANY PROVISION OF ANY OF THESE AGREEMENTS; OR

        (d)    ANY STANDARD, SPECIFICATION OR OPERATING PROCEDURE RELATING TO THE FRANCHISED DISTRIBUTORSHIP'S OPERATION

MUST BE SUBMITTED FOR ARBITRATION.   ANY PARTY WITH A CLAIM SUBJECT TO ARBITRATION MUST NOTIFY THE OTHER PARTY IN WRITING OF THE CLAIM BEFORE SUBMITTING THE CLAIM FOR ARBITRATION TO ANY FORUM.  IF THE PARTIES HAVE NOT AGREED ON THE RESOLUTION OF THE DISPUTE WITHIN TEN (10) DAYS AFTER DELIVERY OF THE NOTICE, THE CLAIM MAY BE SUBMITTED FOR ARBITRATION ON DEMAND OF EITHER PARTY.  ANY AND ALL ARBITRATION PROCEEDINGS WILL BE GOVERNED BY THE PROVISIONS SET FORTH IN EXHIBIT D, WHICH IS A PART OF THIS AGREEMENT.

        N.    WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL.

        EXCEPT FOR YOUR OBLIGATION TO INDEMNIFY US UNDER SECTION 6.D. AND CLAIMS WE BRING AGAINST YOU FOR YOUR UNAUTHORIZED USE OF THE MARKS OR UNAUTHORIZED USE OR DISCLOSURE OF ANY CONFIDENTIAL INFORMATION, WE AND YOU WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER AND AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN US AND YOU, THE PARTY MAKING A CLAIM WILL BE LIMITED TO EQUITABLE RELIEF AND TO RECOVERY OF ANY ACTUAL DAMAGES IT SUSTAINS.

        WE AND YOU IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF US.

        O.    SECURITY INTEREST.

        As security for your performing your obligations under this Agreement, including paying us or our Affiliates for purchases, you hereby grant us a security interest in: (1) all of the goods, equipment, inventory, accounts, accounts receivable, general intangibles (including, but not limited to, goodwill of the Franchised Distributorship), instruments, documents and chattel paper of the Franchised Distributorship, both presently owned and hereafter acquired; (2) all accessories, substitutions, additions, replacements, parts and accessions affixed to or used with

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any of these; and (3) the products and proceeds of any and all of these.  You agree to execute any other documents we reasonably request to further document, perfect and record our security interest.  If you default on any of your obligations under this Agreement, we may exercise all rights of a secured creditor granted to us by law in addition to our other rights under this Agreement and applicable law.

        P.    NO WITHHOLDING PAYMENTS DUE TO US.

        You agree that you will not withhold payment of any amounts owed to us or our Affiliates on the grounds of our alleged nonperformance of any of our obligations under this Agreement or for any other reason whatsoever.

18.     NOTICES AND PAYMENTS.

        All written notices and reports permitted or required to be delivered by the provisions of this Agreement or the Operating Manuals will be deemed delivered at the earliest of the following times:  (a) the time delivered by hand, (b) one (1) business day after transmission by telegraph, telecopy or other electronic system or after placement with a commercial courier service for next business day delivery, or (c) three (3) business days after placement in the United States Mail by Registered or Certified Mail, Return Receipt Requested, postage prepaid.  All notices and reports must be addressed to the party to be notified at its most current principal business address of which the notifying party has been notified.  You agree to send all payments and required reports to us at any address(es) we designate to you in writing.  Any required payment or report which we do not actually receive at the correct address during regular business hours on the date due (or postmarked by postal authorities at least two (2) days before it is due) will be deemed delinquent.

19.     ACKNOWLEDGEMENTS.

        You acknowledge that you have received and have had the opportunity to review, for not less than ten (10) business days, a copy of our franchise offering circular describing certain information about us and the terms of the Tupperware Franchise Agreement.  You acknowledge that you have read this Agreement and our franchise offering circular and understand and accept the terms, conditions and covenants contained in this Agreement as being reasonably necessary to maintain our high standards of quality and service and the uniformity of those standards for all Franchised Tupperware Distributorships.  You acknowledge that you have conducted an independent investigation of the business venture contemplated by this Agreement and recognize that it involves business risks and that the venture's success is largely dependent upon your business abilities.  We have not made, and you acknowledge that you have not received or r elied upon, any guarantee, express or implied, as to the revenue, profits or likelihood of success of the Franchised Distributorship.  You acknowledge that you have not received or relied on any representations about the Franchise or the Franchised Distributorship by us or our officers, directors, employees or agents that are contrary to the statements made in our franchise offering circular or the terms of this Agreement.

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        The parties to this Agreement now execute and deliver this Agreement as of the Agreement Date.

TUPPERWARE U.S., INC.,
a Delaware corporation	FRANCHISEE (Print Name)

	FRANCHISEE (Signature)
By:
Its:
	FRANCHISEE (Print Name)
	FRANCHISEE (Signature)

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EXHIBIT A

TO THE FRANCHISE AGREEMENT
DATED ________________________ BY AND BETWEEN
TUPPERWARE U.S., INC.
AND ______________________________

The Primary Area of Promotion referred to in Section 1 of the Agreement is:

TUPPERWARE U.S., INC.,
a Delaware corporation	FRANCHISEE (Print Name)

	FRANCHISEE (Signature)
By:
Its:
	FRANCHISEE (Print Name)
	FRANCHISEE (Signature)

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EXHIBIT B

TO THE FRANCHISE AGREEMENT
DATED                        BY AND BETWEEN
TUPPERWARE U.S., INC.
AND ______________________________

The Premises are located at:

TUPPERWARE U.S., INC.,
a Delaware corporation	FRANCHISEE (Print Name)

	FRANCHISEE (Signature)
By:
Its:
	FRANCHISEE (Print Name)
	FRANCHISEE (Signature)

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EXHIBIT C

AGREEMENT FOR THE
DESIGNATION OF AN OPERATING COMPANY

        This Agreement is made and entered into this _____ day of _________________, 20__ by and among TUPPERWARE U.S., INC., a Delaware corporation ("Franchisor"),                                                                                          (collectively, "Owner") and _________________________________________________, a ____________________ corporation (the "Operating Company").

        1.    Recitals.  Franchisor and Owner entered into that certain TUPPERWARE Franchise Agreement dated __________________________,20__ (the "Franchise Agreement") for Owner to operate a Franchised TUPPERWARE Distributorship (the "Distributorship") from premises located at ____________________________________.  The Franchise Agreement is incorporated into and made a part of this Agreement.  Owner wishes to operate the Distributorship through the Operating Company.  Franchisor is willing to permit Owner to operate the Distributorship through the Operating Company on the conditions set forth in this Agreement.

        2.    Representations To Franchisor.  Owner and the Operating Company jointly and severally represent and warrant to Franchisor that now and at all times during the term of the Franchise Agreement:

(a) Owner is and will be the owner of not less than seventy percent (70%) of the equity interests in the Operating Company;

(b) Owner has and will have at least the percentage of voting power of the Operating Company's capital stock that may be required under applicable law and the articles of incorporation, bylaws and other documents relating to the Operating Company's governance to authorize a transfer of substantially all of the Operating Company's assets;

(c) Owner has and will have the right and power to control the Operating Company and the Distributorship's operation and transfer;

(d) Owner will be the Operating Company's chief executive and operating officers;

(e) the Operating Company is duly incorporated and validly existing and is and will be duly authorized and qualified to do business and in good standing in each state in which it transacts business; and

(f) the sole business the Operating Company will conduct will be the operation of the Distributorship.

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        Owner and the Operating Company jointly and severally represent and warrant to Franchisor that Exhibit A to this Agreement is a complete and accurate description of certain information about the Operating Company and its shareholders, directors and officers.  Except to the extent that the Franchise Agreement restricts transfers of ownership interests in the Operating Company, Owner and the Operating Company agree to notify Franchisor in writing of any change in the information in Exhibit A not later than thirty (30) days after the change occurs.

        Owner and the Operating Company further represent and warrant to Franchisor that the only consideration that the Operating Company is giving Franchisor for the rights granted to the Operating Company is the Operating Company's agreement to assume and perform all of Owner's obligations under the Franchise Agreement.

        3.    Operation Solely by Operating Company.  Franchisor and Owner agree that the Distributorship will be operated solely by the Operating Company and no other person during the term of the Franchise Agreement.

        4.    Rights Retained Solely By Owner.  Owner and the Operating Company acknowledge and agree that Owner retains, and is the only person or entity who may exercise, all renewal rights under the Franchise Agreement.  The Operating Company has no rights under the Franchise Agreement concerning renewal.  If Franchisor and Owner renew the franchise by signing a new franchise agreement, as provided in subparagraph (b) of Section 14 of the Franchise Agreement, the Operating Company will have no further rights under this Agreement.  In order for the Operating Company to continue operating the Distributorship, the parties must execute a new agreement similar to this Agreement or on the form that Franchisor then requires for a corporation's operation of a Franchised TUPPERWARE Distributorship.

        5.    Liability Of Owner And The Operating Company.  The Operating Company hereby assumes, jointly and severally with Owner, all of Owner's liabilities now existing or hereafter arising under or relating to the Franchise Agreement or the operation of the Distributorship.  The Operating Company agrees to perform, observe and fulfill all of Owner's covenants and obligations as the franchisee under the Franchise Agreement and in any dealings with Franchisor or third parties relating to the Franchise Agreement, whether arising before or after the date of this Agreement.

        Owner acknowledges that this Agreement does not and will not relieve Owner of any of Owner's liabilities and obligations under the Franchise Agreement or the operation of the Distributorship, now existing or hereafter arising, including, but not limited to, payment for all goods and services the Operating Company orders from the Franchisor or its Affiliates.

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        IN WITNESS WHEREOF the undersigned have executed this Agreement this _____ day of __________________, 20____.

OWNER:

(Signature)

(Print Name)

(Signature)

(Print Name)

TUPPERWARE U.S., INC.,
a Delaware corporation OPERATING COMPANY:

By:	a          corporation
Its:
	(Print Name)
	By:
	Title:

Page C-3

_____________________________________________________________________________________________

ATTACHMENT A

INFORMATION ABOUT THE OPERATING COMPANY

1.    NAME OF OPERATING COMPANY

Full name of operating company:                                                                                                              

State of incorporation:                                                                                                                             

Date of incorporation:                                                                                                                             

Other name(s) under which it conducts business:                                                                                       

State in which qualified to do business:                                                                                                     

Name and address of Registered Agent in state of incorporation:                                                               

2.    SHAREHOLDER INFORMATION

Name of Shareholder Number of Shares Held* Percentage Ownership

3.    DIRECTORS AND OFFICERS

Name of Director/Officer   Position(s) Held

*If there is more than one class of stock, the information must reflect the kind of shares held.

_____________________________________________________________________________________________

EXHIBIT D

ARBITRATION

        ANY CONTROVERSY, DISPUTE OR CLAIM SUBMITTED FOR ARBITRATION MUST BE SUBMITTED FOR ARBITRATION TO THE ORLANDO, FLORIDA OFFICE OF THE AMERICAN ARBITRATION ASSOCIATION ON DEMAND OF EITHER PARTY.  THE ARBITRATION PROCEEDINGS WILL BE CONDUCTED UNDER THIS AGREEMENT IN ORLANDO, FLORIDA, OR ANY OTHER PLACE AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES, AND HEARD IN ACCORDANCE WITH THE THEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, EXCEPT AS THESE RULES ARE MODIFIED BY THIS AGREEMENT.  ALL MATTERS WITHIN THE SCOPE OF THE FEDERAL ARBITRATION ACT (9 U.S.C. SECTIONS 1 ET SEQ.) WILL BE GOVERNED BY IT AND NOT BY ANY STATE ARBITRATION LAW.

        EXCEPT AS LIMITED BY THIS AGREEMENT, THE ARBITRATOR WILL HAVE THE RIGHT TO AWARD OR INCLUDE IN HIS OR HER AWARD ANY RELIEF WHICH HE OR SHE DEEMS PROPER IN THE CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, MONEY DAMAGES (WITH INTEREST ON UNPAID AMOUNTS FROM THE DATE DUE), SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF AND ATTORNEYS' FEES AND COSTS (ACCORDING TO SECTION 17.E. OF THIS AGREEMENT), PROVIDED THAT THE ARBITRATOR WILL NOT HAVE AUTHORITY TO AWARD EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT AS PROVIDED IN SECTION 17.N., OR TO ORDER EITHER PARTY TO CONTINUE OR REINSTATE A RELATIONSHIP THAT HAS EXPIRED OR THAT THE OTHER PARTY HAS SOUGHT TO TERMINATE ACCORDING TO THE PROVISIONS OF THIS AGREEMENT AND ANY APPLICABLE LAW.  THE AWARD AND DECISION OF THE ARBITRATOR WILL BE CONCLUSIVE AND BINDING UPON ALL PARTIES, AND JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.  THE PARTIES AGREE THAT, IN ARBI TRATIONS UNDER THIS AGREEMENT, NO EVIDENCE OF ARBITRATION AWARDS IN OTHER CASES MAY BE INTRODUCED INTO EVIDENCE OR CONSIDERED BY THE ARBITRATOR.  THE PARTIES AGREE TO BE BOUND BY THE PROVISIONS OF ANY LIMITATION ON THE PERIOD OF TIME IN WHICH CLAIMS MUST BE BROUGHT UNDER APPLICABLE LAW.  THE PARTIES FURTHER AGREE THAT, IN ANY ARBITRATION PROCEEDING, EACH MUST SUBMIT OR FILE ANY CLAIM WHICH WOULD CONSTITUTE A COMPULSORY COUNTERCLAIM (AS DEFINED BY RULE 13 OF THE FEDERAL RULES OF CIVIL PROCEDURE) WITHIN THE SAME PROCEEDING AS THE CLAIM TO WHICH IT RELATES; OTHERWISE, THAT CLAIM WILL BE FOREVER BARRED.

Page D-1

_____________________________________________________________________________________________

        ARBITRATION UNDER THIS AGREEMENT MAY BE CONDUCTED ONLY ON AN INDIVIDUAL, AND NOT A CLASS-WIDE, BASIS.  AN ARBITRATION PROCEEDING BETWEEN THE PARTIES (INCLUDING OWNERS AND AFFILIATES AND OTHERS AS PROVIDED IN THIS PARAGRAPH) MAY NOT BE CONSOLIDATED WITH ANY OTHER ARBITRATION PROCEEDING INVOLVING THE COMPANY AND ANY OTHER PERSON.

        THE PROVISIONS OF THIS AGREEMENT CONCERNING ARBITRATION ARE INTENDED TO BENEFIT AND BIND CERTAIN THIRD PARTY NON-SIGNATORIES IDENTIFIED IN SECTION 17.M. AND WILL CONTINUE IN FULL FORCE AND EFFECT SUBSEQUENT TO AND NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

TUPPERWARE U.S., INC.,
a Delaware corporation	FRANCHISEE (Print Name)

	FRANCHISEE (Signature)
By:
Its:
	FRANCHISEE (Print Name)
	FRANCHISEE (Signature)

Page D-2

_____________________________________________________________________________________________

EXHIBIT E

TO THE FRANCHISE AGREEMENT
DATED
BY AND BETWEEN
TUPPERWARE U.S., INC.
AND

ANNUAL AND QUARTERLY PERFORMANCE CRITERIA

        You must demonstrate your ability to grow sales during each year of operation.  Your Franchised Distributorship's Estimated Retail Sales within the Primary Area of Promotion during the yearly period beginning                           , 20    and ending                        , 20     were $              .  You agree, as provided in Section 3 of the Agreement, to increase your Estimated Retail Sales within the Primary Area of Promotion over this amount by the first anniversary date of this Agreement.  If you do not satis fy this requirement, we will have the right, but not the obligation, to terminate the Agreement under Section 15.B.

        In addition, if at any time after the first anniversary date of this Agreement the growth in your Franchised Distributorship's Estimated Retail Sales within the Primary Area of Promotion during a three (3) month period falls ten percent (10%) or more below the average regional estimated retail sales growth during that same period, we have the right to give you a three (3) month period of business planning and coaching to help you improve your performance, defined as increased sales force recruiting and manager promoting within the Primary Area of Promotion, over the levels in the same three (3) month period during the previous calendar year.  If you fail by the end of this three (3) month period to increase sales force recruiting and manager promoting within the Primary Area of Promotion over the levels in the same three (3) month period during the previous calendar year, we will have the right, but not the obligation, to terminate the Franchise Agreement.  If you satisfy this performance criteria, we will give you additional coaching for a second three (3) month period to help you increase your Estimated Retail Sales within the Primary Area of Promotion, consistent with regional, area and national averages, over your levels of Estimated Retail Sales within the Primary Area of Promotion in the same three (3) month period during the previous calendar year.  We will measure sales performance using the consistent averages derived from the Tupperware Regional Weekly Sales Analysis, the Formula to Grow Sales and long and short term objectives.  If you do not satisfy this Estimated Retail Sales requirement within the Primary Area of Promotion by the end of the second three (3) month coaching period, we will have the right, but not the obligation, to terminate the Franchise Agreement.

TUPPERWARE U.S., INC.,
a Delaware corporation	FRANCHISEE (Print Name)

	FRANCHISEE (Signature)
By:
Its:
	FRANCHISEE (Print Name)
	FRANCHISEE (Signature)

EX-21

EXHIBIT 21

TUPPERWARE CORPORATION
Active Subsidiaries
As of March 21, 2002

The following subsidiaries are wholly owned by Tupperware Corporation or a subsidiary of Tupperware Corporation (degree of remoteness from the registrant is shown by indentations).

Tupperware Corporation
	Dart Industries Inc.
		Tupperware Espana, S.A.
			Tupperware, Industria Lusitana de Artigos Domesticos, Limitada
					Tupperware (Portugal) Artigos Domesticos, Lda.
		Deerfield Land Corporation
		Tupperware Far East, Inc.
		Tupperware Turkey, Inc.
		Dart Far East Sdn. Bhd.
		Dart de Venezuela, C.A.
		Tupperware Colombia S.A.
		Dart do Brasil Industria e Comercio Ltda.
				Daypar Participacoes Ltda
				Academia de Negocios S/C Ltda.
		Tupperware Hellas S.A.I.C.
		Tupperware Del Ecuador Cia. Ltda.
		Dart Industries Hong Kong Limited
		Dart Industries (New Zealand) Limited
		Tupperware New Zealand Staff Superannuation Plan
		Dart, S.A. de C.V.
		Servicios Especializados de Arrendamiento en Latinoamerica S.A. de C.V.
		Dartco Manufacturing Inc.
		Premiere Products, Inc.
				Premiere Korea Ltd.
					Premiere Marketing Company
				Exportadora Lerma, S.A. de C.V.
				Tupperware Australia Pty. Ltd.
				Tupperware Singapore Pte. Ltd.
				Newco Logistica e Participacoes Ltda.
					Centro de Distribuicao RS Ltda.
					Distribuidora Comercial Nordeste de Produtos Plasticos Ltda.
					Distribuidora Comercial Paulista de Plasticos Ltda.
					Centro de Distribuicao Mineira de Produtos de Plastico Ltda.
					Distribuidora Esplanada de Produtos Plasticos Ltda.
					Corcovado-Plast Distribuidora de Artigos Domesticos Ltda.
					Distribuidora Baiana de Produtos Plasticos Ltda
					Uniao Norte Distribuidora de Produtos Plasticos Ltda
					Eixo Sul Brasileiro de Artigos Domesticos Ltda.
					Centro Oeste Distribuidora de Produtos Plasticos Ltda.
		Premiere Manufacturing, Inc.
		Tupperware U.S., Inc.
				Tupperware Distributors, Inc.
				Tupperware Factors Inc.
				Tupperware.com, Inc.
		Tupperware Canada Inc.
		Dart Staff Superannuation Fund Pty Ltd.
		Importadora Y Distribuidora Importupp Limitada
		Tupperware Iberica S.A.
		Tupperware (Thailand) Limited
		Tupperware Uruguay S.A.
		Dart Executive Pension Fund Limited
		Dart Pension Fund Limited
		Tupperware U.K. Holdings, Inc.
		The Tupperware Foundation
		Tupperware Products, Inc.
		Tupperware de El Salvador, S.A. de C.V.
		Tupperware del Peru S.R.L.
		Dart Holdings, S. de R.L.
		Tupperware Honduras, S. de R.L.
		Tupperware de Costa Rica, S.A.
		Tupperware de Guatemala, S.A.
		Asociacion Nacional de Distribuidores de Productos Tupperware, A.C.
		Tupperware International Holdings Corporation
				Tupperware International Holdings BV
					Tupperware Israel Ltd.
					Tupperware Belgium N.V.
						Tupperware France S.A.
					Tupperware Polska Sp.zo.o
					Dart Argentina S.A.
						TWP S.A.
					Tupperware Asia Pacific Holdings Private Limited
						Tupperware India Private Limited
						Tupperware China, LLC
							Tupperware (China) Company Limited
						Dart (Philippines), Inc.
							Tupperware Realty Corporation
							Tupperware Philippines, Inc.
					Tupperware Holdings B.V.
						Tupperware Services GmbH
						Tupperware, Ltd.
						Tupperware Nederland Properties B.V.
							Tupperware Nederland B.V.
							Tupperware Deutschland GmbH
							Tupperware Osterreich G.m.b.H.
							Tupperware Southern Africa (Proprietary) Limited
						Tupperware Products B.V.
						Tupperware (Suisse) SA
						Tupperware Products S.A.
						Tupperware d.o.o.
						Tupperware Bulgaria EOOD
						Tupperware Eesti OU
						UAB "Tupperware"
						SIA Tupperware Latvia
						Tupperware Luxembourg S.ar.l.
						Tupperware Slovakia s.r.o.
						Tupperware Morocco
						Tupperware Asset Management Sarl
							Diecraft Australia Pty. Ltd.
						Tupperware Egypt Ltd
					Tupperware East Africa Limited
					Tupperware Italia S.p.A.
					Tupperware General Services N.V.
					Japan Tupperware Co., Ltd.
					Tupperware Trading Ltd.
					Tupperware Czech Republic, spol. s.r.o.
					Tupperware United Kingdom & Ireland Limited
					Tupperware Nordic A/S
					Tupperware Global Center SARL
		Tupperware Panama, S.A.
		Dart Manufacturing India Pvt. Ltd.
		Premiere Products Mexico, S. de R.L.
				BeautiControl Mexico, S. de R.L.
		PT Imawi Benjaya
	Tupperware Finance Holding Company B.V.
		Tupperware Finance Company B.V.
	Tupperware Holdings Corporation
	Tupperware Home Parties Corporation
	Tupperware Export Sales, Ltd.
	Tupperware Services, Inc.
	Tupperware Holdings Ltd.
	BeautiControl, Inc.
		BC International Cosmetic & Image Services, Inc.
		BeautiControl Canada, Ltd.
		BeautiControl International, Inc.
		BeautiControl International Services, Inc.
		BeautiControl Asia Pacific Inc.
				BeautiControl Hong Kong, Inc.
				BeautiControl Japan, Inc.
				BeautiControl Taiwan, Inc.
		Eventus International, Inc.
		JLH Properties, Inc.
		BeautiControl Cosmeticos do Brasil Ltda.
	International Investor, Inc.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-04871), the Registration Statement on Form S-8 (No. 333-04869), the Registration Statement on Form S-8 (No. 333-18331), the Registration Statement on Form S-8 (No. 333-48650) and the Registration Statement on Form S-3 (No. 333-12125) of Tupperware Corporation of our report dated February 14, 2002, relating to the financial statements which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.  We also consent to the incorporation by reference of our report dated February 14, 2002, relating to the Financial Statement Schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Orlando, Florida
March 26, 2002

EX-24

EXHIBIT 24
POWER OF ATTORNEY

                KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Tupperware Corporation, a Delaware corporation, (the "Corporation"), hereby constitutes and appoints Thomas M. Roehlk and Michael S. Poteshman, true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign the Annual Report on Form 10-K of the Corporation for its fiscal year ended December 29, 2001, and any and all amendments thereto, and to file or cause to be filed the same, together with any and all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premise s as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and substitutes, may lawfully do or cause to be done by virtue hereof.

                IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal this 7th day of March, 2002.

/s/ Rita Bornstein

/s/ Clifford J. Grum

/s/ Betsy D. Holden

/s/ Joe R. Lee

/s/ Bob Marbut

/s/ Angel R. Martinez

/s/ David R. Parker

/s/ Joyce M. Roché

/s/ M. Anne Szostak

EX-13

Selected Financial Data



(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)  2001               2000               1999               1998            1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
OPERATING RESULTS AT ACTUAL EXCHANGE RATES
Net sales(a):
  Europe                                      $   400.4          $   424.1          $   489.1          $   518.7       $   546.6
  Asia Pacific                                    213.4              242.0              242.3              211.5           279.0
  Latin America                                   201.3              193.0              154.2              186.8           247.2
  United States                                   234.6              201.8              178.2              186.9           176.7
  BeautiControl(b)                                 64.7               12.2                 --                 --              --
- ------------------------------------------------------------------------------------------------------------------------------------
   Total net sales                            $ 1,114.4          $ 1,073.1          $ 1,063.8          $ 1,103.9       $ 1,249.5
- ------------------------------------------------------------------------------------------------------------------------------------
Operating profit (loss):
  Europe                                      $    74.8          $    94.1          $   110.7          $   123.9       $   144.6
  Asia Pacific                                     28.5               44.8               35.0               20.2            37.2
  Latin America                                    17.2(c)             8.0(c)            12.0              (16.4)           (5.7)(d)
  United States                                    31.1               15.6                4.7                4.0           (29.5)(d)
  BeautiControl(b)                                  0.5                0.1                 --                 --              --
- ------------------------------------------------------------------------------------------------------------------------------------
   Total operating profit                         152.1(c)           162.6(c)           162.4              131.7           146.6(d)
- ------------------------------------------------------------------------------------------------------------------------------------
Unallocated expenses                              (23.4)(c)          (27.9)(c)          (23.1)(c)          (17.5)          (18.0)(d)
Re-engineering and impairment charges             (24.8)(c)          (12.5)(c)          (15.1)(c)             --              --
Interest expense, net                             (21.7)             (21.1)             (20.9)             (22.7)          (17.8)
- ------------------------------------------------------------------------------------------------------------------------------------
   Income before income taxes                      82.2(c)           101.1(c)           103.3(c)            91.5           110.8(d)
Provision for income taxes                         20.7               26.2               24.3               22.4            28.8
- ------------------------------------------------------------------------------------------------------------------------------------
   Net income                                 $    61.5(c)       $    74.9(c)       $    79.0(c)       $    69.1       $    82.0(d)
- ------------------------------------------------------------------------------------------------------------------------------------
Earnings per common share:
   Basic                                      $    1.06(c)       $    1.30(c)       $    1.37(c)       $    1.19       $    1.34(d)
- ------------------------------------------------------------------------------------------------------------------------------------
   Diluted                                    $    1.04(c)       $    1.29(c)       $    1.37(c)       $    1.18       $    1.32(d)
- ------------------------------------------------------------------------------------------------------------------------------------


See footnote explanations on page 19.


18 > SELECTED FINANCIAL DATA




                                             Selected Financial Data (continued)

(DOLLARS IN MILLIONS)                          2001              2000              1999           1998            1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
OPERATING RESULTS AT 2001 EXCHANGE RATES
Net sales(a,e):
  Europe                                    $   400.4         $   410.1         $   407.0      $   412.5       $   425.1
  Asia Pacific                                  213.4             215.2             213.2          205.2           225.6
  Latin America                                 201.3             185.2             151.2          168.0           243.8
  United States                                 234.6             201.8             178.2          186.9           176.7
  BeautiControl(b)                               64.7              12.2                --             --              --
- ------------------------------------------------------------------------------------------------------------------------------------
   Total net sales                          $ 1,114.4         $ 1,024.5         $   949.6      $   972.6       $ 1,071.2
- ------------------------------------------------------------------------------------------------------------------------------------
Operating profit (loss)(e):
  Europe                                    $    74.8         $    89.2         $    89.2      $    94.6       $   108.8
  Asia Pacific                                   28.5              39.5              27.9           17.6            25.6
  Latin America                                  17.2(c)           10.3(c)           12.7          (10.8)           (4.8)(d)
  United States                                  31.1              15.6               4.7            4.0           (29.5)(d)
  BeautiControl(b)                                0.5               0.1                --             --              --
- ------------------------------------------------------------------------------------------------------------------------------------
   Total operating profit                   $   152.1(c)      $   154.7(c)      $   134.5      $   105.4       $   100.1(d)
- ------------------------------------------------------------------------------------------------------------------------------------


a.       In October 2000, the Emerging Issues Task Force issued EITF 00-10,
         "ACCOUNTING FOR SHIPPING AND HANDLING REVENUES AND COST", which
         requires fees billed to customers associated with shipping and handling
         to be classified as revenue. Accordingly, Tupperware Corporation
         (Tupperware, the Company) has reclassified the revenue related to
         shipping and handling fees billed to customers from delivery expense to
         net sales for all historical periods presented.

b.       In October 2000, the Company purchased all of the outstanding shares of
         BeautiControl, Inc. (BeautiControl), and its results of operations have
         been included since the date of acquisition.

c.       In 1999, the Company announced a re-engineering program. The
         re-engineering and impairment charges line provides for severance and
         other exit costs. In addition, unallocated expenses include $3.2
         million, $7.9 million and $1.0 million for internal and external
         consulting costs incurred in connection with the program in 2001, 2000
         and 1999, respectively. In 2001, $7.7 million was recorded as a
         reduction to Latin America operating profit primarily related to the
         write-down of inventory and reserves for receivables as a result of the
         restructuring of Brazilian sales and manufacturing operations. In 2000,
         $6.3 million was recorded as a reduction to Latin America operating
         profit related to the write-down of inventory and reserves for
         receivables related to changes in distributor models. Total after-tax
         impact of these costs was $32.5 million, $24.2 million and $12.3
         million in 2001, 2000 and 1999, respectively. See Note 3 to the
         consolidated financial statements.

d.       Includes a $42.4 million pretax charge ($31.3 million after tax): $22.2
         million in Latin America, primarily for bad debts in Brazil; $16.0
         million in the United States, primarily for inventory obsolescence; and
         $4.2 million in unallocated expenses, primarily for corporate
         downsizing.

e.       Amounts translated using 2001 exchange rates to exclude the foreign
         exchange impact on sales and operating profit trends.

f.       Returns on average equity and invested capital are calculated using net
         income and the monthly balances of equity and invested capital.
         Invested capital equals equity plus debt.

g.       The dividend payout ratio is dividends declared per share divided by
         diluted earnings per share.

nm- Not meaningful.


                                                     TUPPERWARE CORPORATION > 19


Selected Financial Data (continued)




(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                      2001         2000         1999         1998         1997
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
PROFITABILITY RATIOS
Operating profit as a percent of sales (actual exchange rates):
  Europe                                                               18.7%        22.2%        22.6%        23.9%        26.5%
  Asia Pacific                                                         13.4         18.5         14.4          9.5         13.3
  Latin America                                                         8.5          4.1          7.8           nm           nm
  United States                                                        13.2          7.8          2.6          2.1           nm
  BeautiControl(b)                                                      0.8          1.1           --           --           --
   Total operating profit                                              13.7         15.2         15.3         11.9         11.7
Return on average equity(f)                                            50.2         52.6         60.5         47.5         30.5
Return on average invested capital(f)                                  14.1         17.8         19.5         17.6         17.1

FINANCIAL CONDITION
Working capital                                                    $   13.8     $   96.6     $   61.3     $   95.5     $  103.3
Property, plant and equipment, net                                    228.5        233.1        242.9        271.0        293.0
Total assets                                                          845.7        849.4        796.1        823.4        847.2
Short-term borrowings and current portion of long-term debt            91.6         26.9         43.9         18.7           --
Long-term debt                                                        276.1        358.1        248.5        300.1        236.7
Shareholders' equity                                                  126.6        123.9        145.3        135.8        214.2
Current ratio                                                          1.04         1.35         1.20         1.33         1.34
Long-term debt-to-equity                                              218.1%       289.0%       171.0%       221.0%       110.5%
Total debt-to-capital                                                  74.4%        75.6%        66.8%        70.1%        52.5%

OTHER DATA
Net cash provided by operating activities                          $  108.8     $   86.1     $  113.0     $  118.1     $  161.8
Capital expenditures                                                   54.8         46.3         40.9         46.2         67.5
Depreciation and amortization                                          49.9         52.1         55.6         64.0         66.1

COMMON STOCK DATA
Dividends declared per share                                       $   0.88     $   0.88     $   0.88     $   0.88     $   0.88
Dividend payout ratio(g)                                               84.6%        68.2%        64.2%        74.6%        66.7%
Average common shares outstanding (thousands):
  Basic                                                              57,957       57,692       57,519       58,235       61,334
  Diluted                                                            58,884       57,974       57,870       58,736       61,827
Year-end book value per share                                      $   2.18     $   2.14     $   2.52     $   2.36     $   3.51
Year-end price / earnings ratio                                        18.7         15.8         12.3         13.6         20.7
Year-end market / book ratio                                            8.9          9.5          6.7          6.8          7.8
Year-end shareholders (thousands)                                      11.7         12.7         14.1         15.6         20.5
- -----------------------------------------------------------------------------------------------------------------------------------


See footnote explanations on page 19.


20 > SELECTED FINANCIAL DATA

                                        Management's Discussion and Analysis of
                                  Financial Condition and Results of Operations


The following is a discussion of the results of operations for 2001 compared
with 2000 and 2000 compared with 1999, and changes in financial condition
during 2001. The Company's fiscal year ends on the last Saturday of December.
Fiscal 2001 consisted of 52 weeks compared with 53 weeks in 2000. This
information should be read in conjunction with the consolidated financial
information provided on pages 41-73 of this Annual Report.

RESULTS OF OPERATIONS

Net Sales and Net Income. Net sales in 2001 were $1,114.4 million, an increase
of $41.3 million, or 4 percent, from $1,073.1 million in 2000. Excluding a
$48.8 million negative impact of foreign exchange, net sales increased 9
percent over 2000. In local currency, the United States and Latin America had
strong improvements while Europe and Asia Pacific declined slightly. Included
in the 2001 sales are full year results of BeautiControl, Inc. (BeautiControl),
which was acquired in October 2000. Excluding sales of BeautiControl, sales in
local currency increased 4 percent in 2001. Also impacting sales was a
modification in the distribution model for the United States. Under this model,
sales are made directly to the sales force with distributors compensated
through commission payments. This model results in sales being recorded at a
higher amount that includes the margin that previously was realized by
distributors, although there is no significant impact on operating profit. At
the end of 2001, 25 percent of United States distributors were fully on the new
business model that is being phased in through 2003. Excluding the impact of
this new model, BeautiControl sales and the impact of foreign exchange, net
sales increased 3 percent over 2000.

In 2001, net income decreased 14 percent to $61.5 million from $74.9 million in
2000. Included in the 2001 and 2000 results were $35.7 million ($32.5 million
after tax) and $26.7 million ($24.2 million after tax), respectively, of
re-engineering costs related to the program announced in 1999. Included in
these costs in 2001 was a re-engineering and impairment charge of $24.8 million
that provided for severance and other exit costs primarily related to the
decision to begin operating Brazil under an importing distributor model, as
well as a corporate office restructuring. The remaining $10.9 million was
included in operating expenses and is described below. The change in Brazil is
expected to improve Company and distributor value chains while retaining a
structure for growth. This change will result in Brazil selling at a lower
price to the importing distributor, but will not directly materially impact
operating profit as the reduced sales value will be offset by a corresponding
decrease in commission payments. Re-engineering costs incurred in 2000 are
discussed below. Foreign exchange had a $6.5 million negative impact on the
comparison. Excluding re-engineering costs in 2001 and 2000, and the impact of
foreign exchange, net income increased 2 percent, with substantial improvements
in the United States and Latin America and a small contribution by
BeautiControl largely offset by declines in Europe and Asia Pacific.


                                                    TUPPERWARE CORPORATION > 21



Tupperware(R) Impressions Tumbler [PHOTO]


Net sales in 2000 were $1,073.1 million, an increase of $9.3 million, or 1
percent, from $1,063.8 million in 1999. Excluding a $72.8 million negative
impact of foreign exchange, net sales increased 8 percent over 1999. In local
currency, all areas reported improved sales. BeautiControl sales were included
subsequent to its October 2000 acquisition. Also impacting sales was a
modification in the distribution model for three countries in Latin America. In
these countries, sales were made directly to the sales force with distributors
compensated through commission payments. This model resulted in sales being
recorded at an amount that included the margin that previously was realized by
the distributors, although there was no impact on operating profit. Excluding
the impact of this new model, BeautiControl sales and the impact of foreign
exchange, net sales increased 5 percent over 1999.

In 2000, net income decreased 5 percent to $74.9 million from $79.0 million in
1999. Included in the 2000 and 1999 results were $26.7 million ($24.2 million
after tax) and $16.1 million ($12.3 million after tax), respectively, of
re-engineering costs. The 2000 re-engineering costs included a re-engineering
and impairment charge of $12.5 million providing for severance and other exit
costs. In addition, $14.2 million was included in operating expenses and is
described below. The 1999 re-engineering costs included a re-engineering and
impairment charge of $15.1 million in addition to $1.0 million in operating
expenses described below for internal and external consulting costs. Foreign
exchange had a $14.2 million negative impact on the comparison. Excluding the
re-engineering costs in both years and the impact of foreign exchange, net
income increased 30 percent, with improvements coming from all areas.

The re-engineering project is designed to increase operating profit return on
sales by improving organizational alignment, increasing the gross margin
percentage and reducing operating expenses. Through the end of 2001, $79
million of costs had been incurred since the inception of the program.
Remaining costs under the program are expected to be incurred through the first
half of 2002, and net of gains on the sale of facilities closed as part of the
program, net costs are projected to be $65 million, mainly for severance,
information technology expenditures and plant closure costs. The annualized
benefit of the actions taken through the end of 2001 was estimated to be $42
million, and when the program is fully implemented, is expected to be up to $50
million.

In 2001, unallocated corporate expenses decreased to $23.4 million from $27.9
million in 2000. The decrease was due to a reduction in costs related to the
re-engineering program for internal and external consulting costs, which
totaled $3.2 million in 2001 and $7.9 million in 2000, as well as the reduction
of expense for incentive payments. In 2000, unallocated corporate expenses
increased to $27.9 million from $23.1 million in 1999. The increase was due to
the inclusion of $7.9 million in costs for the re-engineering program versus
only $1.0 million of such costs in 1999.


22 > MANAGEMENT'S DISCUSSION AND ANALYSIS



                                        Management's Discussion and Analysis of
                                  Financial Condition and Results of Operations


In 2001, 73 percent of sales and 79 percent of the Company's operating profit
was generated by international operations. In 2000, 80 percent of sales and 90
percent of the Company's operating profit was generated by international
operations.

Costs and Expenses. Cost of products sold in relation to sales was 33.6
percent, 33.3 percent and 34.3 percent, in 2001, 2000 and 1999, respectively.
The United States reported an improved margin in 2001 primarily due to improved
volume and lower manufacturing costs. An unfavorable product mix variance
partially offset these gains. The other Tupperware regions, especially Europe
and Asia Pacific, had decreased margins due to an unfavorable mix of products
sold and product discounting in several markets in those regions to counter the
impact of difficult economic environments that included the impact of September
11th. In Latin America, the margin was impacted by write-downs of inventory in
connection with changes in the distributor models of $3.3 million in 2001 and
$2.6 million in 2000. Excluding these write-downs in both years, the Latin
American margin was flat. All areas reported improved margins in 2000 primarily
due to the sale of a greater proportion of high-margin products and lower
manufacturing costs. The lower manufacturing costs were a result of the savings
generated from the re-engineering efforts, and were partially offset by higher
raw material prices, re-engineering costs and the impact of a weaker euro.

Delivery, sales and administrative expense as a percentage of sales was 54.8
percent, 53.9 percent and 52.3 percent, in 2001, 2000 and 1999, respectively.
In 2001, a decrease in re-engineering consulting costs and incentive payments
was offset by the inclusion of BeautiControl for the full year. Also included
in delivery, sales and administrative expenses were $4.4 million and $3.7
million in 2001 and 2000, respectively, primarily related to reserves against
receivables related to changes in the distribution model for certain countries.
The increase in cost in 2000 was due to higher operating expenses following the
implementation of the new distribution center model in Latin America, as well
as higher internal and external consulting costs for re-engineering.


                                                    TUPPERWARE CORPORATION > 23



Management's Discussion and Analysis of
Financial Condition and Results of Operations

Re-engineering Costs.  The re-engineering costs described above were
included in the following income statement captions (in millions, except per
share amounts):




                                                 2001              2000              1999
- ------------------------------------------------------------------------------------------
                                                                           
Re-engineering and
  impairment charges                            $ 24.8            $ 12.5            $ 15.1
Cost of products sold                              3.3               2.6                --
Delivery, sales and
  administrative expense                           7.6              11.6               1.0
- ------------------------------------------------------------------------------------------
Total pretax re-engineering costs               $ 35.7            $ 26.7            $ 16.1
- ------------------------------------------------------------------------------------------
Total after-tax re-engineering costs            $ 32.5            $ 24.2            $ 12.3
- ------------------------------------------------------------------------------------------
Per diluted share
  re-engineering costs                          $ 0.56            $ 0.42            $ 0.21
- ------------------------------------------------------------------------------------------


Tax Rate. The effective tax rates for 2001, 2000 and 1999, were 25.2 percent,
25.9 percent and 23.5 percent, respectively. The 2001 and 2000 rates reflect
the absence of a benefit on a portion of the re-engineering costs. Excluding
this impact, the effective tax rate was 20.3 percent in 2001 and 22.5 percent
in 2000. The decrease from 2001 to 2000 excluding the impact of
re-engineering costs reflected the successful resolution of certain outstanding
issues and a lower international rate. The 2000 effective rate decrease was the
result of the benefit of much lower foreign effective rates.

Net Interest. The Company incurred $21.7 million of net interest expense in
2001 compared with $21.1 million in 2000 and $20.9 million in 1999. The 2001
and 2000 increases resulted from higher borrowing levels due to the acquisition
of BeautiControl and the repurchase of common shares in the fourth quarter of
2000, partially offset by lower interest from carrying a higher proportion of
debt offshore, and also from shifting the offshore debt to lower cost
countries.


24 > MANAGEMENT'S DISCUSSION AND ANALYSIS


Tupperware(R) Impressions Pitcher [PHOTO]


REGIONAL RESULTS 2001 VS. 2000



                                                               (DECREASE)
                                                                INCREASE                                PERCENT OF TOTAL
- ------------------------------------------------------------------------------------------------------------------------
                                                                                           (NEGATIVE)
                                                                                            POSITIVE
                                                                               RESTATED(A)  FOREIGN
                                                                               (DECREASE)   EXCHANGE
(DOLLARS IN MILLIONS)     2001             2000           DOLLAR      PERCENT   INCREASE     IMPACT      2001      2000
- ------------------------------------------------------------------------------------------------------------------------
                                                                                           
Sales
  Europe                $  400.4         $  424.1         $(23.7)       (6)%       (2)%     $(14.0)        36%       39%
  Asia Pacific             213.4            242.0          (28.6)      (12)        (1)       (26.7)        19        23
  Latin America            201.3            193.0            8.3         4          9         (8.1)        18        18
  United States            234.6            201.8           32.8        16         16           na         21        19
  BeautiControl(b)          64.7             12.2           52.5        nm         nm           na          6         1
- ------------------------------------------------------------------------------------------------------------------------
                        $1,114.4         $1,073.1         $ 41.3         4%         9%      $(48.8)       100%      100%
- ------------------------------------------------------------------------------------------------------------------------
Operating profit
  Europe                $   74.8         $   94.1         $(19.3)      (20)%      (16)%      $(4.8)        49%       58%
  Asia Pacific              28.5             44.8          (16.3)      (36)       (26)        (6.0)        19        27
  Latin America             17.2(c)           8.0(c)         9.2        nm         67          2.3         11         5
  United States             31.1             15.6           15.5        98         98           na         21        10
  BeautiControl(b)           0.5              0.1            0.4        nm         nm           na         --        --
- ------------------------------------------------------------------------------------------------------------------------
                        $  152.1         $  162.6         $(10.5)       (6)%       (1)%      $(8.5)       100%      100%
- ------------------------------------------------------------------------------------------------------------------------


a.       2001 actual compared with 2000 translated at 2001 exchange rates.

b.       BeautiControl was acquired in October 2000. See Note 2 to the
         consolidated financial statements.

c.       Includes $7.7 million and $6.3 million in 2001 and 2000, respectively,
         of costs primarily for the write-down of inventory and reserves
         against receivables related to changes in distributor models.

nm   -   Not meaningful.

na   -   Not applicable.


                                                    TUPPERWARE CORPORATION > 25



Nailogics(R) Nail Color [PHOTO]


EUROPE

Sales decreased slightly and operating profit decreased 16 percent in local
currency. Germany and France were both down modestly for the year due to less
active and productive sales forces. In 2001, sales in Germany, the region's
largest market, were $170.4 million versus $179.1 million in 2000 translated at
2001 actual exchange rates. The events of September 11th had a negative impact
on already sluggish economies and necessitated investment of gross margin and
promotional spending in order to keep the sales force engaged and to protect
market share. This investment had a negative impact on profitability for the
year but led to a 5-percent increase in fourth quarter sales, in part
reflecting incremental distributor orders in anticipation of January 2002
promotional programs, implementation of the euro currency and the expectation
of inclement weather in some countries. This investment also allowed the
segment to close the year with a 5-percent increase in total sales force. The
drop in operating profit was also largely due to decreases in Germany, which
also accounts for a substantial portion of Europe's operating profit, and
France as a result of the increased margin and promotional investments.
Additional investments are expected for the first half of 2002 in response to
the economic climate. These declines were partially offset by improvement in
both Spain and the United Kingdom due largely to cost savings as a result of
re-engineering actions taken previously.

During 2001, a roll-out of the integrated direct access (IDA) channels, which
are a convergence of the core party plan business with retail access points,
Internet sales and television shopping, began in Europe. The roll-out in Europe
is based on the very successful growth model of these channels in the United
States; including the benefit of party and recruiting leads for the core direct
selling business. During the fourth quarter of 2001, the Company had
approximately 100 retail access points open in Europe.

ASIA PACIFIC

Asia Pacific sales declined slightly in local currency. Most of the middle and
emerging markets had increases, with record sales in Malaysia/Singapore,
Australia, Indonesia, India and China that were offset by reductions in Japan
and Korea. The decreases in Japan and Korea were caused by the weak economies
in both of those markets and new product programs that did not inspire the
sales force and consumers to the same extent as prior years. Operating profit
was down substantially in local currency due to the absence of a $4.7 million
use tax abatement in 2000, which resulted from a change in legal structure, and
investments of gross margin and promotional spending made in Japan and Korea to
grow the sales force and to maintain activity in light of the environment.
Overall, the segment finished the year with a nearly 30-percent increase in
total sales force. The negative foreign currency impact on both sales and
operating profit was due to a weakening of most of the region's currencies, but
primarily the Japanese yen and Korean won.


26 > MANAGEMENT'S DISCUSSION AND ANALYSIS



                                        Management's Discussion and Analysis of
                                  Financial Condition and Results of Operations


Like Europe, the roll-out of IDA began in Asia Pacific during 2001 based upon
the successful United States model. Over 300 retail access points were open in
Asia Pacific markets during the fourth quarter of 2001. Due to differences in
local customs and retail infrastructure in different markets, in addition to
malls, the sites were in professional offices, independent store fronts,
schools and other locations.

LATIN AMERICA

Latin America's sales increased 9 percent and operating profit increased
substantially in local currency, excluding re-engineering costs. The sales
increase was from Mexico and the rest of the Northern Cone as well as Canada.
In Mexico, good recruiting and a large sales force drove the increase, along
with growth through a multi-catalog, multi-category strategy. In Canada, the
growth came from both the core party plan business as well as from sales
through IDA channels, following the model used in the United States.
Performance in the Southern Cone was weak, reflecting the economies there. The
significant profit increase reflected the higher sales along with improved cost
structures in many markets reflecting the results of re-engineering actions
previously taken. During 2001, the Company decided to convert the Brazilian
market to an importer distributor model similar to the other Latin American
markets except Mexico. Operating profit included $7.7 million of costs related
to this change, primarily from an increase in the allowance for uncollectible
accounts and a write-down of inventory. This change is expected to improve
Company and distributor value chains while retaining a structure for growth and
is being completed in the first quarter of 2002. The foreign currency impacts
on both sales and operating profit were due primarily to a strengthening of the
Mexican peso and weakening of the Brazilian real.

The current economic uncertainty in Argentina is not expected to materially
impact the Company. This business was converted to importer status as part of
the re-engineering program in 2000, and this structure significantly mitigates
the Company's exposure in this market.

UNITED STATES

Sales increased 16 percent. This increase came from both the core party plan
business, where the total sales force was up more than 30 percent for most of
the year, as well as from sales through the IDA channels. Sales from these
channels were up 23 percent and represented 7 percent of total sales. Retail
access points accounted for the majority of IDA sales but Internet sales
contributed the largest amount of the increase. The retail access points began
with mall kiosks and were expanded, in the fourth quarter, to include product
display areas in all 62 SuperTarget stores as well as 25 Kroger and Fry's
grocery stores in Ohio, Kentucky and Arizona. The 16-percent sales increase,
along with an improved cost structure, including lower accounts receivable and
inventory reserves due to the improved business, led to the 98-percent increase
in operating profit.


                                                    TUPPERWARE CORPORATION > 27



Management's Discussion and Analysis of
Financial Condition and Results of Operations


The U.S. sales increase also reflected a change in the business model to sell
directly to the sales force and compensate the distributor with a commission on
the sale. This results in a higher company sales price that is offset by higher
operating expenses with no significant profit impact. The model change does not
impact sales prices to end consumers. This change added 2 percentage points to
the United States sales increase for 2001. As of the end of the year, 25
percent of the United States distributors were on the new business model that
is being phased in through 2003. The model change, along with the improvement
in the business, resulted in the reduction of the allowance for doubtful
accounts due to reduced exposure to bad debts. In addition, inventory reserves
decreased due to the Company's ability to reduce inventory levels by selling
previously excess quantities.

BEAUTICONTROL

In October 2000, the Company completed the acquisition of BeautiControl, a
party plan direct seller that markets premium cosmetics and skin care products
through a highly trained independent sales force. On a stand alone basis,
comparing full year 2001 with full year 2000, North American sales increased 4
percent. In mid year, a significant leadership building promotional program was
implemented to grow the number of new sales force directors, the top sales
force level in the BeautiControl system. This program resulted in a significant
increase in the sales force size. The small operating profit in 2001 reflected
the promotional investment and the amortization of goodwill. The promotional
investment is expected to continue through 2002, but the goodwill amortization
will cease (see note 1 to the consolidated financial statements).

BeautiControl launched operations in Mexico in mid June and in the Philippines
in the fourth quarter of 2001. Sales in these markets were not significant, and
they generated small losses.


28 > MANAGEMENT'S DISCUSSION AND ANALYSIS



On The Dot Timer [PHOTO]


REGIONAL RESULTS 2000 VS. 1999



                                                           (DECREASE)
                                                            INCREASE                                  PERCENT OF TOTAL
- -----------------------------------------------------------------------------------------------------------------------
                                                                                          NEGATIVE
                                                                             RESTATED(A)  FOREIGN
                                                                             INCREASE     EXCHANGE
(DOLLARS IN MILLIONS)     2000             1999        DOLLAR     PERCENT   (DECREASE)     IMPACT      2000      1999
- -----------------------------------------------------------------------------------------------------------------------
                                                                                           
Sales
  Europe                $  424.1         $  489.1      $(65.0)      (13)%        1%        $(68.2)       39%       46%
  Asia Pacific             242.0            242.3        (0.3)       --          1           (2.9)       23        23
  Latin America            193.0            154.2        38.8        25         27           (1.7)       18        14
  United States            201.8            178.2        23.6        13         13             na        19        17
  BeautiControl(b)          12.2               --        12.2        na         na             na         1        na
- -----------------------------------------------------------------------------------------------------------------------
                        $1,073.1         $1,063.8      $  9.3         1%         8%        $(72.8)      100%      100%
- -----------------------------------------------------------------------------------------------------------------------
Operating Profit
  Europe                $   94.1         $  110.7      $(16.6)      (15)%        1%        $(17.3)       58%       68%
  Asia Pacific              44.8             35.0         9.8        28         35           (1.7)       27        22
  Latin America              8.0(c)          12.0        (4.0)      (33)       (32)          (0.2)        5         7
  United States             15.6              4.7        10.9        nm         nm             na        10         3
  BeautiControl(b)           0.1               --         0.1        na         na             na        --        na
- -----------------------------------------------------------------------------------------------------------------------
                        $  162.6         $  162.4      $ 0.2         --%        14%        $(19.2)      100%      100%
- -----------------------------------------------------------------------------------------------------------------------


a.       2000 actual compared with 1999 translated at 2000 exchange rates.

b.       BeautiControl was acquired in October 2000. See Note 2 to the
         consolidated financial statements.

c.       Includes $6.3 million of costs associated with the write-down of
         inventory and reserve for receivables related to adopting an importing
         distributor model for certain countries.

nm   -   Not meaningful.

na   -   Not applicable.


                                                    TUPPERWARE CORPORATION > 29



Skinlogics(R) Cleansing Lotion [PHOTO]


EUROPE

Excluding the impact of weaker currencies, the sales increase in 2000 was due
to increases in Germany and the Nordics, driven by larger sales forces and
improved productivity. Also contributing to the sales increase was the growth
in the emerging Russian market. These increases were partially offset by
declines in Switzerland, Belgium and Greece due to smaller active sales forces.
In 1999, Germany experienced a decline in sales due to the impact of
legislation that imposes a tax on certain part-time workers. The Company held
meetings in 1999 with the German sales force to explain the impact of the new
legislation, as well as to offer financial assistance in addressing this issue
to members of the sales force who remain with the Company for a specified
period. As a result of these actions, and effective recruiting programs,
Germany's sales were $184.8 million in 2000, an increase of 3 percent in local
currency. In 1999, restated for the negative foreign exchange impact of $30.3
million, sales were $178.9 million. In local currency, operating profit
improved slightly over 1999 due to improvements in Germany and the Nordics,
partially offset by declines in Switzerland, Spain and the United Kingdom. The
increase was the result of the higher sales levels, as well as a slightly
higher gross margin percentage, partially offset by higher operating expenses.

ASIA PACIFIC

Japan was the main contributor to the sales increase in 2000, in addition to
improvements in Australia, Thailand and India. These increases were driven by
promotional programs, as well as larger, more productive sales forces.
Offsetting these improvements was a decline in the Philippines, due to the
economic and political situation that continued throughout 2000. The
significant improvement in operating profit was driven by higher gross margins,
primarily due to an increase in Japan, as well as the focus on cost reductions.
Also contributing to the segment's increase was a benefit of a use tax
incentive of $4.7 million, which resulted from a change in legal structure. A
weaker Philippine peso and Australian dollar were primarily responsible for the
negative impact of foreign exchange on the sales and operating profit
comparisons.

LATIN AMERICA

Beginning in the first quarter of 2000, the distribution model for Brazil,
Argentina and Venezuela was modified. In these markets, sales were made
directly to the sales force with distributors compensated through commission
payments. Although there was no impact on operating profit, this model resulted
in sales being recorded at an amount that included the margin that previously
was realized by the distributors. This change was designed to increase
distributor profitability and enable them to focus less on administrative tasks
and more on recruiting, training and motivating their sales forces. Excluding
the impact of the change in the distribution center model and foreign exchange,
net sales increased 14 percent due to increases in Mexico


30 > MANAGEMENT'S DISCUSSION AND ANALYSIS



                                        Management's Discussion and Analysis of
                                  Financial Condition and Results of Operations


and Brazil. Mexico's increase was due to strong promotional programs and higher
sales force productivity. In Brazil, the number of distributors significantly
increased, leading to a larger sales force and increased sales volume. The
impact of foreign exchange on the sales comparison reflected the weakening of
Central American currencies.

In the fourth quarter of 2000, the Company made the decision to begin operating
the Latin America businesses, other than Mexico and Brazil, under an importing
distributor model. This change improved the Company and distributor value
chains while retaining a structure for growth. The decrease in operating profit
in 2000 was due to approximately $6.3 million in operating expenses in Brazil
incurred to implement the new distribution center model. The costs were for the
write-down of inventory and reserves against accounts receivable. A decline in
Argentina due to lower sales volumes and higher costs also contributed to the
segment's decrease in operating profit.

UNITED STATES

The 13-percent sales increase for the year was attributable to a more
productive sales force and the IDA initiatives. The IDA initiatives contributed
approximately 26 percent of the sales increase, and represented 6 percent of
total sales. Despite difficulty in recruiting and motivating consultants in a
full employment environment, the total sales force grew 10 percent over 1999,
reflecting the success of recruiting initiatives and benefits of the IDA
channels. Operating profit more than tripled in 2000 primarily driven by the
increase in sales volume and the related increase in gross profit. Gross margin
percentages increased slightly over 1999, and operating expenses decreased as a
percent of sales.

BEAUTICONTROL

On a stand alone basis, comparing all of October through December 2000 with the
same 1999 periods, BeautiControl's sales were 10 percent higher and profit was
up substantially. Subsequent to the acquisition, the Company announced the
closure of BeautiControl's Taiwan and Hong Kong subsidiaries and discontinued
the Eventus nutritional product line.

FINANCIAL CONDITION

Liquidity and Capital Resources. Working capital decreased to $13.8 million as
of December 29, 2001, compared with $96.6 million as of December 30, 2000 and
$61.3 million as of December 25, 1999. The current ratio was 1.0 to 1 at the
end of 2001 compared with 1.4 to 1 at the end of 2000 and 1.2 to 1 at the end
of 1999. In 2001, working capital decreased from a higher level of current
debt. Also contributing to the decrease were lower cash and inventory balances
and a higher accounts payable balance. These impacts were partially offset by
an increase in receivables. The higher sales reflected increased December
orders in Europe in preparation for a significant promotional period in January
of 2002, anticipation of the implementation of the euro currency and the
expectation of inclement weather in some countries.


                                                    TUPPERWARE CORPORATION > 31



Management's Discussion and Analysis of
Financial Condition and Results of Operations


The decrease in inventory reflected the impact of the late year sales,
improvement in inventory management and the impact of a stronger U.S. dollar.
As of the end of 2000, the Company classified a portion of its outstanding
borrowings that were due within one year by their terms as non-current due to
its ability and intent that they be outstanding throughout the succeeding 12
months. The Company's revolving line of credit, which expires on August 8,
2002, provided the committed ability to refinance. As of the end of 2001, all
outstanding borrowings due within one year by their terms were classified as
current.

In 2000, working capital increased from a higher level of net inventories and
cash, as well as lower accrued liabilities and current portion of long-term
debt. The increase in inventory reflected higher sales levels and a modest
increase in raw material inventory in light of higher prices. The level of
short-term borrowings reflected the Company's classification of a portion of
its outstanding borrowings that are due within one year by their terms as
non-current. Based on the timing of the Company's cash inflows during the
year, as well as the overall level of short-term borrowings at the end of each
period, a higher amount was classified as current at the end of 1999 than at
the end of 2000.

The Company has a $300.0 million unsecured multicurrency credit facility that
expires on August 8, 2002, and as of December 29, 2001, $187.1 million of
foreign uncommitted lines of credit. As of December 29, 2001, the Company had
$229.2 million available under the multicurrency credit facility and $166.7
million available under the foreign uncommitted lines of credit. The Company
expects to negotiate a new committed credit facility in the first half of 2002.
On July 26, 2001, the Company closed a $150 million private placement of debt
with a 10-year bullet maturity and an interest rate of 7.91 percent. The
multicurrency credit facility along with the expected replacement facility, the
foreign uncommitted lines of credit and cash generated by operating activities
are expected to be adequate to finance working capital needs and capital
expenditures.

The Company's major markets for its products are France, Germany, Mexico,
Japan, Korea and the United States. A significant downturn in the economies of
these markets would adversely impact the Company's ability to generate
operating cash flows. Operating cash flows would also be adversely impacted by
significant difficulties in the recruitment, retention and activity of the
Company's independent sales force, the success of new products and promotional
programs.

The Company sells commercial paper under both domestic and euro programs to
satisfy most of its short-term financing needs. These programs are backed by
the Company's multicurrency credit facility. Its current credit rating for
commercial paper is A2/P2, which puts the Company in a market for the sale of
commercial paper that is less active than those corresponding to higher credit
ratings. Additionally, a downgrade of this rating would effectively


32 > MANAGEMENT'S DISCUSSION AND ANALYSIS



Tuppercare(TM) Baby Bottle [PHOTO]


eliminate the Company's ability to sell commercial paper. The Company has no
reason to expect a downgrade, but in the event one did occur, the Company would
be able to draw on the committed revolving line of credit and replacement
facility and possibly the foreign uncommitted lines of credit; however, in the
event the Company is not able to negotiate a new credit facility, it would not
be able sell commercial paper after the August 2002 expiration of its current
facility.

The total debt-to-capital ratio at the end of 2001 was 74.4 percent compared
with 75.6 percent at the end of 2000. The decrease primarily reflected the
impact of reduced borrowings at the end of 2001 compared with the end of 2000.
Equity did not change significantly as net income was offset by dividends to
shareholders and the impact of a generally stronger U.S. dollar and the
resulting increase in other comprehensive loss.

The following summarizes the Company's contractual obligations at December 29,
2001, and the effect such obligations are expected to have on its liquidity and
cash flow in future periods.



CONTRACTUAL OBLIGATIONS                             TOTAL     LESS THAN 1 YEAR   1 - 3 YEARS  4 - 5 YEARS   OVER 5 YEARS
- -------------------------------------------------------------------------------------------------------------------------
                                                                                             
Commercial paper borrowings                         $ 70.8          $ 70.8          $  --          $ --          $   --
Other short-term borrowings                           20.4            20.4             --            --              --
Long-term debt                                       272.6             0.4           17.2           0.3           254.7
Non-cancelable operating lease obligations            23.2            14.3            8.6           0.3              --
- -------------------------------------------------------------------------------------------------------------------------
Total contractual cash obligations                  $387.0          $105.9          $25.8          $0.6          $254.7
- -------------------------------------------------------------------------------------------------------------------------


Operating Activities. Cash provided by operating activities was $108.8 million
in 2001, compared with $86.1 million in 2000 and $113.0 million in 1999. The
2001 increase reflected an increase in accounts payable and a decrease in
inventories versus an increase in 2000. These impacts were partially offset by
decreased net income and a larger increase in accounts receivable. The 2000
decrease in cash flow reflected a decrease in accrued liabilities versus an
increase in 1999, as well as an increase in net inventories in 2000 versus a
decrease in 1999. This impact was partially offset by a smaller increase in
accounts receivable. Cash flow reflected the payment of $10.8 million, $11.4
million and $11.1 million of re-engineering costs in 2001, 2000 and 1999,
respectively.


                                                    TUPPERWARE CORPORATION > 33



Keep 'N Heat(TM) Container [PHOTO]


Investing Activities. For 2001, 2000 and 1999, respectively, capital
expenditures totaled $54.8 million, $46.3 million and $40.9 million. The most
significant individual component of capital spending was new molds. The
increase in capital spending in 2001 was due to the development of a European
data center and a shared service center. The increase in capital spending in
2000 was due to the purchase of an operating software system, partially offset
by a lower level of spending on plant and equipment in light of the Company's
sales levels. Capital expenditures are expected to be between $45 million and
$50 million in 2002.

In October 2000, the Company completed the acquisition of BeautiControl,
purchasing all of the 7,231,448 common shares, for a purchase price of $7 per
share. The total purchase price, net of cash acquired, was $56.3 million and
included the shares acquired, settlement of in-the-money stock options as well
as transaction costs.

Dividends. During 2001, 2000 and 1999, the Company declared dividends of $0.88
per share of common stock totaling $51.1 million, $50.9 million and $50.7
million, respectively.

Subscriptions Receivable. In October 2000, a subsidiary of the Company adopted
a Management Stock Purchase Plan (the MSPP), which provides for eligible
executives to purchase Company stock using full recourse loans provided by the
subsidiary. Under the MSPP, in 2000, the subsidiary issued full recourse loans
for $13.6 million to 33 senior executives to purchase 847,000 shares. During
2001, under the MSPP, nine senior executives purchased 74,500 shares of common
shares from treasury stock using loans from the subsidiary. Total loan value
for this group was $1.7 million. Also, during 2001, two participants left the
Company and sold, at the current market price, 21,000 shares to the Company to
satisfy loans totaling $0.3 million.

In 1998, the Company made a non-recourse, non-interest bearing loan of $7.7
million (the loan) to its chairman and chief executive officer (chairman), the
proceeds of which were used by the chairman to buy in the open market 400,000
shares of the Company's common stock (the shares). The shares are pledged to
secure the repayment of the loan. The loan has been recorded as a subscription
receivable and is due November 12, 2006, with voluntary prepayments permitted
commencing on November 12, 2002. Ten percent of any annual cash bonus awards
are being applied against the balance of the loan. As the loan is reduced by
voluntary payments after November 12, 2002, the lien against the shares will be
reduced. The subscription receivable is being reduced as payments are received.
As of December 29, 2001 and December 30, 2000, the loan balance was $7.5
million and $7.6 million, respectively.

Share Repurchases. In conjunction with the MSPP, in order to minimize the
increase in the number of shares outstanding, the Company repurchased in the
open market in the fourth quarter of 2000, 800,000 shares of common stock for
$14.4 million, or an average of $18 per share.


34 > MANAGEMENT'S DISCUSSION AND ANALYSIS



                                        Management's Discussion and Analysis of
                                  Financial Condition and Results of Operations


CRITICAL ACCOUNTING POLICIES

The Company believes the following are its most critical accounting policies in
that they are most important to the portrayal of the Company's financial
condition and results and require management's most difficult, subjective or
complex judgments.

Revenue Recognition. The Company records revenue when goods are shipped to
customers and the risks and rewards of ownership have passed to the customer
who, in most cases, is one of the Company's independent distributors. When
revenue is recorded, estimates of returns are made and recorded as a reduction
of revenue. Discounts earned based on promotional programs in place, volume of
purchases or other factors are also estimated at the time of revenue
recognition and recorded as a reduction of that revenue.

Allowance for Doubtful Accounts. The Company regularly monitors and assesses
its risk of not collecting amounts owed to it by its customers. This evaluation
is based upon an analysis of amounts currently and past due along with relevant
history and facts particular to the customer. It also considers product and
other assets of the customer that could be recovered to satisfy debts. Based
upon the results of this analysis, the Company records an allowance for
uncollectible accounts for this risk. This analysis requires the Company to
make significant estimates, and changes in facts and circumstances could result
in material changes in the allowance for doubtful accounts.

Inventory valuation. The Company writes down its inventory for estimated
obsolescence or unmarketable inventory equal to the difference between the cost
of the inventory and the estimated market value based upon assumptions about
future demand. If actual demand is less than projected by management,
additional inventory write-downs may be required.

Income Taxes. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statement carrying amounts of assets and liabilities and their respective tax
bases. Deferred tax assets also are recognized for credit carryforwards.
Deferred tax assets and liabilities are measured using the enacted rates
applicable to taxable income in the years in which the temporary differences
are expected to reverse and the credits are expected to be used. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. An assessment is made as
to whether or not a valuation allowance is required to offset deferred tax
assets. This assessment includes anticipating future taxable income and the
Company's tax planning strategies and is made on an ongoing basis.
Consequently, future material changes in the valuation allowance are possible.


                                                    TUPPERWARE CORPORATION > 35



Management's Discussion and Analysis of
Financial Condition and Results of Operations


Promotional and Other Accruals. The Company frequently makes promotional offers
to its independent sales force to encourage them to meet specific goals or
targets for sales levels, party attendance, recruiting or other business
critical activities. The awards offered are in the form of cash, product
awards, special prizes or trips. The cost of these awards are recorded during
the period over which the sales force qualifies for the award. These accruals
require estimates as to the cost of the awards based upon estimates of
achievement and actual cost to be incurred. During the qualification period,
actual results are monitored and changes to the original estimates that are
necessary are made when known. Like the promotional accruals, other accruals
are recorded at the time when the liability is probable and the amount is
reasonably estimable. Adjustments to amounts previously accrued are made when
changes in the facts and circumstances that generated the accrual occur.

EURO IMPLEMENTATION

On January 1, 1999, several European countries that are members of the European
Monetary Union replaced their respective currencies with one common
currency--the euro. To date there has been no significant impact from the
adoption of the euro, and none is expected. The incremental cost to the Company
of addressing the euro conversion has not been material.

IMPACT OF INFLATION

Inflation as measured by consumer price indices has continued at a low level in
most of the countries in which the Company operates.

MARKET RISK

One of the Company's market risks is its exposure to the impact of interest
rate changes. The Company has elected to manage this risk through the maturity
structure of its borrowings, interest rate swaps and the currencies in which it
borrows. Under its present policy, the Company has set a target of having
approximately half of its borrowings with extended terms.

A significant portion of the Company's sales and profits comes from its
international operations. Although these operations are geographically
dispersed, which partially mitigates the risks associated with operating in
particular countries, the Company is subject to the usual risks associated with
international operations. These risks include local political and economic
environments, and relations between foreign and U.S. governments.

Another economic risk of the Company, which is associated with its operating
internationally, is exposure to fluctuations in foreign currency exchange rates
on earnings, cash flows and financial position of the Company's international
operations. The Company is not able to project in any meaningful way the
possible effect of these fluctuations on translated amounts or future earnings.
This is due to the Company's constantly changing exposure to various
currencies, the fact that all foreign currencies do not react in the


36 > MANAGEMENT'S DISCUSSION AND ANALYSIS



Spin `N Save(TM) Salad Spinner [PHOTO]


same manner in relation to the U.S. dollar and the large number of currencies
involved, although the Company's most significant exposure is to the euro.

Although this currency risk is partially mitigated by the natural hedge arising
from the Company's local manufacturing in many markets, a strengthening U.S.
dollar generally has a negative impact on the Company. In response to this
fact, the Company uses financial instruments, such as forward contracts, to
hedge its exposure to certain foreign exchange risks associated with a portion
of its investment in international operations. In addition to hedging against
the balance sheet impact of changes in exchange rates, the hedge of investments
in international operations also has the effect of hedging a portion of the
cash flows from those operations. The Company also hedges with these
instruments certain other exposures to various currencies arising from
non-permanent intercompany loans and firm purchase commitments. Further,
beginning in the first quarter of 2002, the Company plans to initiate a
strategy to hedge the annual translation impact of foreign exchange
fluctuations between the U.S. dollar and the euro, Japanese yen, Korean won and
Mexican peso. This hedging program will not eliminate the impact of changes in
exchange rates on the year-over-year comparison of net income, but is expected
to make the impact more predictable. The transaction costs associated with this
program are not expected to be significant.

NEW PRONOUNCEMENTS

The Company adopted the provisions of Financial Accounting Standards Board
(FASB) Statement of Financial Accounting Standards (SFAS) 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, and SFAS 138 ACCOUNTING FOR
CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES as of the
beginning of its 2001 fiscal year. These statements establish accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge. The accounting for changes in the fair
value of a derivative depends on the intended use of the derivative and the
resulting designation of the hedged exposure. Depending on how the hedge is
used and the designation, the gain or loss due to changes in fair value is
reported either in earnings or in other comprehensive loss. Adoption of the
statements had no significant impact on the accounting treatment and financial
results related to the hedging programs the Company has undertaken.


                                                    TUPPERWARE CORPORATION > 37



Following is a listing of the Company's outstanding derivative financial
instruments as of December 29, 2001 and December 30, 2000 (in millions):



FORWARD CONTRACTS                                          2001                                      2000
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                   WEIGHTED AVERAGE                             WEIGHTED AVERAGE
                                                                   CONTRACT RATE OF                             CONTRACT RATE OF
(DOLLARS IN MILLIONS)                       BUY           SELL         EXCHANGE         BUY          SELL          EXCHANGE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Euro with U.S. dollars                     $ 36.5                         0.8945       $ 90.2                        0.9091
Japanese yen with U.S. dollars                8.5                       129.3753         49.2                      109.0744
Mexican pesos with U.S. dollars              35.0                         9.7443         33.9                        9.8267
Australian dollars with U.S. dollars         20.2                         0.5077         13.3                        0.5559
Philippine pesos with U.S. dollars            2.2                        53.1646          9.5                       51.8567
Swiss francs with U.S. dollars               40.7                         1.6313          8.3                        1.6488
Singapore dollars with U.S. dollars           5.4                         1.8362          4.6                        1.7139
Greek drachma with U.S. dollars                --                             --          4.4                      370.5800
Danish krona with U.S. dollars                3.3                         8.3055          3.2                        8.1195
Canadian dollars with U.S. dollars             --                             --          1.4                        1.5086
Hong Kong dollars with U.S. dollars           1.7                         7.7970           --                            --
South Korean won with U.S. dollars           13.3                     1,321.5447           --                            --
Euro for U.S. dollars                                   $  68.6           0.8971                    $ 40.0           0.9103
Brazilian reals for U.S. dollars                            2.8           2.5150                        --               --
Swiss francs for U.S. dollars                               3.2           1.6541                      11.8           1.6508
Mexican pesos for U.S. dollars                             13.0           9.3197                       9.7           9.8156
Japanese yen for U.S. dollars                              56.2         120.4819                       8.0         107.0402
British pounds for U.S. dollars                             6.4           1.4415                       4.5           1.4763
South Korean won for U.S. dollars                            --               --                       1.5       1,130.5000
Philippine pesos for U.S. dollars                           2.0          52.3560                       1.2          51.8500
Australian dollars for U.S. dollars                         2.3           0.5123                        --               --
Other currencies                              4.1           7.9          Various          4.2          4.4          Various
- ---------------------------------------------------------------------------------------------------------------------------------
                                           $170.9       $ 162.4                        $222.2       $ 81.1
- ---------------------------------------------------------------------------------------------------------------------------------



38 > MANAGEMENT'S DISCUSSION AND ANALYSIS



                                        Management's Discussion and Analysis of
                                  Financial Condition and Results of Operations


With the exception of an interest rate swap agreement, the Company's derivative
financial instruments at December 29, 2001 and December 30, 2000, consisted
solely of the financial instruments summarized above and mature within 12
months. Related to the forward contracts, the "buy" amounts represent the U.S.
dollar equivalent of commitments to purchase foreign currencies and the "sell"
amounts represent the U.S. dollar equivalent of commitments to sell foreign
currencies, all translated at the year-end market exchange rates for the U.S.
dollar. All forward contracts are hedging cross-currency intercompany loans
that are not permanent in nature or firm purchase commitments.

At December 29, 2001, the Company had an interest rate swap in place with a
notional amount of $75.0 million that terminates on July 15, 2011 and converts
half of the Company's $150.0 million notes due in 2011 from fixed to floating
rate debt. The Company pays a variable rate of LIBOR plus 1.97 percent and
receives a fixed rate payment of 7.91 percent at dates consistent with interest
payment dates of the notes. In the fourth quarter of 2001, the Company
terminated a swap related to the other $75.0 million of these notes and
realized a net gain of $5.4 million, which has been capitalized as part of the
debt and is being amortized as a reduction of interest expense over the
remaining life of the related debt.

In July 2001, FASB issued SFAS 142, GOODWILL AND OTHER INTANGIBLE ASSETS, which
superseded Accounting Principles Board Opinion No. 17, INTANGIBLE ASSETS. This
statement addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements. Beginning with fiscal year 2002, the Company will no longer
amortize its goodwill, but will evaluate it for impairment at least annually
including a transition assessment upon the adoption of the statement. The
Company is evaluating the impact of adopting this statement.

FASB also issued, in August 2001, SFAS No. 144, ACCOUNTING FOR THE IMPAIRMENT
OR DISPOSAL OF LONG-LIVED ASSETS. This statement, which is effective for fiscal
years beginning after December 15, 2001, addresses financial accounting and
reporting for the impairment of long-lived assets, excluding goodwill and
intangible assets, to be held and used or disposed of. The Company does not
expect the implementation of this standard to have a significant effect on its
results of operations or financial condition.

In February 2002, the Emerging Issues Task Force issued EITF 01-9, ACCOUNTING
FOR CONSIDERATION GIVEN BY A VENDOR TO A CUSTOMER (INCLUDING A RESELLER OF THE
VENDOR'S PRODUCTS). The pronouncement requires that cash consideration,
including sales incentives, given by a vendor to a customer be presumed to be a
reduction of the selling prices of the vendor's products or services and,
therefore, characterized as a reduction of revenue when recognized in the
vendor's income statement. The Company is currently evaluating the impact of
EITF 01-9. While it will not result in any impact to the Company's net income,
it may require a reclassification of amounts currently recorded in delivery,
sales and administrative expense to net sales. The Company will adopt EITF 01-9
in the first quarter of 2002.


                                                    TUPPERWARE CORPORATION > 39



Perfect Kitchen(TM) Pressure Cooker [PHOTO]


FORWARD-LOOKING STATEMENTS

Certain written and oral statements made or incorporated by reference from time
to time by the Company or its representatives in this report, other reports,
filings with the Securities and Exchange Commission, press releases,
conferences or otherwise are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Investors should also be
aware that while the Company does, from time to time, communicate with
securities analysts, it is against the Company's policy to disclose to them any
material non-public information or other confidential commercial information.
Accordingly, it should not be assumed that the Company agrees with any
statement or report issued by any analyst irrespective of the content of the
confirming financial forecasts or projections issued by others.

Statements contained in this report that are not based on historical facts are
forward-looking statements. Risks and uncertainties may cause actual results to
differ materially from those projected in forward-looking statements. The risks
and uncertainties include successful recruitment, retention and activity levels
of the Company's independent sales force; success of new products and
promotional programs; economic and political conditions generally and foreign
exchange risk in particular; disruptions with the integrated direct access
strategies; integration of BeautiControl; and other risks detailed in the
Company's report on Form 8-K dated April 10, 2001, as filed with the Securities
and Exchange Commission.


40 > MANAGEMENT'S DISCUSSION AND ANALYSIS



                                              Consolidated Statements of Income


CONSOLIDATED STATEMENTS OF INCOME



                                                                             YEAR ENDED
- ---------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)               DEC. 29, 2001         DEC. 30, 2000         DEC. 25, 1999
- ---------------------------------------------------------------------------------------------------------------
                                                                                         
Net sales                                               $ 1,114.4             $ 1,073.1             $ 1,063.8
- ---------------------------------------------------------------------------------------------------------------
Costs and expenses:
  Cost of products sold                                     374.0                 358.4                 365.1
  Delivery, sales and administrative expense                610.4                 578.4                 556.8
  Interest expense                                           24.6                  22.9                  23.0
  Interest income                                            (2.9)                 (1.9)                 (2.1)
  Re-engineering and impairment charges                      24.8                  12.5                  15.1
  Other expense, net                                          1.3                   1.7                   2.6
- ---------------------------------------------------------------------------------------------------------------
   Total costs and expenses                               1,032.2                 972.0                 960.5
- ---------------------------------------------------------------------------------------------------------------
Income before income taxes                                   82.2                 101.1                 103.3
Provision for income taxes                                   20.7                  26.2                  24.3
- ---------------------------------------------------------------------------------------------------------------
  Net income                                            $    61.5             $    74.9             $    79.0
- ---------------------------------------------------------------------------------------------------------------
Net income per common share:
  Basic                                                 $    1.06             $    1.30             $    1.37
- ---------------------------------------------------------------------------------------------------------------
  Diluted                                               $    1.04             $    1.29             $    1.37
- ---------------------------------------------------------------------------------------------------------------


See Notes to the Consolidated Financial Statements.


                                                    TUPPERWARE CORPORATION > 41



Consolidated Balance Sheets


CONSOLIDATED BALANCE SHEETS



(DOLLARS IN MILLIONS)                                            DEC. 29, 2001     DEC. 30, 2000
- -------------------------------------------------------------------------------------------------
                                                                             
ASSETS
Cash and cash equivalents                                            $ 18.4            $ 32.6
Accounts receivable, less allowances of $31.5
  million in 2001 and $27.7 million in 2000                           133.3             112.5
Inventories                                                           132.2             144.1
Deferred income tax benefits, net                                      43.8              47.1
Prepaid expenses and other                                             38.4              36.1
- -------------------------------------------------------------------------------------------------
   Total current assets                                               366.1             372.4
- -------------------------------------------------------------------------------------------------
Deferred income tax benefits, net                                     133.6             123.2
Property, plant and equipment, net                                    228.5             233.1
Long-term receivables, net of allowances of $13.2
  million in 2001 and $28.4 million in 2000                            31.3              31.2
Goodwill, net of accumulated amortization of $1.6 million
  in 2001 and $0.2 million in 2000                                     56.2              57.7
Other assets, net                                                      30.0              31.8
- -------------------------------------------------------------------------------------------------
   Total assets                                                      $845.7            $849.4
- -------------------------------------------------------------------------------------------------


See Notes to the Consolidated Financial Statements.


42 > CONSOLIDATED BALANCE SHEETS



E-series(TM) Cheese Knife [PHOTO]


CONSOLIDATED BALANCE SHEETS (CONTINUED)



(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                         DEC. 29, 2001      DEC. 30, 2000
- ---------------------------------------------------------------------------------------------------------
                                                                                     
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                                                            $ 96.5             $ 88.6
Short-term borrowings and current portion of long-term debt                   91.6               26.9
Accrued liabilities                                                          164.2              160.3
- ---------------------------------------------------------------------------------------------------------
   Total current liabilities                                                 352.3              275.8
- ---------------------------------------------------------------------------------------------------------
Long-term debt                                                               276.1              358.1
Accrued post-retirement benefit cost                                          36.4               37.4
Other liabilities                                                             54.3               54.2
Commitments and contingencies (Note 13)
Shareholders' equity:
  Preferred stock, $0.01 par value, 200,000,000 shares
    authorized; none issued                                                     --                 --
  Common stock, $0.01 par value, 600,000,000 shares
    authorized; 62,367,289 shares issued                                       0.6                0.6
  Paid-in capital                                                             22.0               21.7
  Subscriptions receivable                                                   (22.5)             (21.2)
  Retained earnings                                                          501.0              493.7
  Treasury stock, 4,232,710 and 4,483,151 shares in 2001
    and 2000, respectively, at cost                                         (117.1)            (125.5)
  Unearned portion of restricted stock issued for future service              (0.2)              (0.4)
  Accumulated other comprehensive loss                                      (257.2)            (245.0)
- ---------------------------------------------------------------------------------------------------------
   Total shareholders' equity                                                126.6              123.9
- ---------------------------------------------------------------------------------------------------------
   Total liabilities and shareholders' equity                               $845.7             $849.4
- ---------------------------------------------------------------------------------------------------------


See Notes to the Consolidated Financial Statements.


                                                    TUPPERWARE CORPORATION > 43


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME



                                                                         COMMON STOCK             TREASURY STOCK
- --------------------------------------------------------------------------------------------------------------------       PAID-IN
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                               SHARES     DOLLARS       SHARES       DOLLARS        CAPITAL
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
December 26, 1998                                                      62.4        $0.6         4.8         $(142.0)        $19.5
Net income
Other comprehensive income:
  Foreign currency translation adjustments
  Net equity hedge gain, net of tax
    provision of $4.2 million

Comprehensive income

Cash dividends declared ($0.88 per share)
Earned restricted stock, net
Stock issued for incentive plans and
  related tax benefits                                                                         (0.1)            1.8           0.8
- ---------------------------------------------------------------------------------------------------------------------------------
December 25, 1999                                                      62.4         0.6         4.7          (140.2)         20.3
Net income
Other comprehensive income:
  Foreign currency translation adjustments
  Net equity hedge gain, net of tax
    provision of $3.3 million

Comprehensive income

Cash dividends declared ($0.88 per share)
Acquisition of BeautiControl, Inc.                                                                                            1.0
Stock issued under Management
  Stock Purchase Plan                                                                          (0.8)           25.5
Purchase of treasury stock                                                                      0.8           (14.4)
Payment of subscription receivable
Earned restricted stock, net
Stock issued for incentive plans and
  related tax benefits                                                                         (0.2)            3.6           0.4
- ---------------------------------------------------------------------------------------------------------------------------------
December 30, 2000                                                      62.4         0.6         4.5          (125.5)         21.7
Net income
Other comprehensive income:
  Foreign currency translation adjustments
  Net equity hedge gain, net of tax
    provision of $2.3 million

Comprehensive income

Cash dividends declared ($0.88 per share)
Stock issued under Management Stock Purchase Plan                                                               1.5
Payments of subscriptions receivable
Earned restricted stock, net
Stock issued for incentive plans and
  related tax benefits                                                                         (0.3)            6.9           0.3
- ---------------------------------------------------------------------------------------------------------------------------------
December 29, 2001                                                      62.4        $0.6         4.2         $(117.1)        $22.0
- ---------------------------------------------------------------------------------------------------------------------------------


See Notes to the Consolidated Financial Statements.


44 > CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND
  COMPREHENSIVE INCOME (CONT'D)



                                                                             UNEARNED
                                                                            POTION OF
                                                                           RESTRICTED      ACCUMULATED
                                                   SUBSCRIP-                  STOCK          OTHER           TOTAL
                                                    TIONS      RETAINED     ISSUED FOR    COMPREHENSIVE  SHAREHOLDERS' COMPREHENSIVE
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)          RECEIVABLE   EARNINGS   FUTURE SERVICE      LOSS          EQUITY        INCOME
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
December 26, 1998                                   $ (7.7)    $457.2         $(1.4)         $(190.4)      $ 135.8
Net income                                                       79.0                                         79.0       $  79.0
Other comprehensive income:
  Foreign currency translation adjustments                                                     (27.4)        (27.4)        (27.4)
  Net equity hedge gain, net of tax
    provision of $4.2 million                                                                    6.7           6.7           6.7
                                                                                                                         -------
Comprehensive income                                                                                                     $  58.3
                                                                                                                         -------
Cash dividends declared ($0.88 per share)                       (50.7)                                       (50.7)
Earned restricted stock, net                                                    0.8                            0.8
Stock issued for incentive plans and
  related tax benefits                                           (1.5)                                         1.1
- ------------------------------------------------------------------------------------------------------------------
December 25, 1999                                     (7.7)     484.0          (0.6)          (211.1)        145.3
Net income                                                       74.9                                         74.9       $  74.9
Other comprehensive income:
  Foreign currency translation adjustments                                                     (39.1)        (39.1)        (39.1)
  Net equity hedge gain, net of tax
    provision of $3.3 million                                                                    5.2           5.2           5.2
                                                                                                                         -------
Comprehensive income                                                                                                     $  41.0
                                                                                                                         -------
Cash dividends declared ($0.88 per share)                       (50.9)                                       (50.9)
Acquisition of BeautiControl, Inc.                                                                             1.0
Stock issued under Management
  Stock Purchase Plan                                (13.6)     (11.8)                                         0.1
Purchase of treasury stock                                                                                   (14.4)
Payment of subscription receivable                     0.1                                                     0.1
Earned restricted stock, net                                                    0.2                            0.2
Stock issued for incentive plans and
  related tax benefits                                           (2.5)                                         1.5
- ------------------------------------------------------------------------------------------------------------------
December 30, 2000                                    (21.2)     493.7          (0.4)          (245.0)        123.9
Net income                                                       61.5                                         61.5       $  61.5
Other comprehensive income:
  Foreign currency translation adjustments                                                     (15.7)        (15.7)        (15.7)
  Net equity hedge gain, net of tax
    provision of $2.3 million                                                                    3.5           3.5           3.5
                                                                                                                         -------
Comprehensive income                                                                                                     $  49.3
                                                                                                                         -------
Cash dividends declared ($0.88 per share)                       (51.1)                                       (51.1)
Stock issued under Management Stock Purchase Plan     (1.7)      (0.3)                                        (0.5)
Payments of subscriptions receivable                   0.4                                                     0.4
Earned restricted stock, net                                                    0.2                            0.2
Stock issued for incentive plans and
  related tax benefits                                           (2.8)                                         4.4
- ------------------------------------------------------------------------------------------------------------------
December 29, 2001                                   $(22.5)    $501.0         $(0.2)         $(257.2)      $ 126.6
- ------------------------------------------------------------------------------------------------------------------



See Notes to the Consolidated Financial Statements.


                                                    TUPPERWARE CORPORATION > 45

CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                         YEAR ENDED
- ----------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                                           DEC. 29, 2001    DEC. 30, 2000   DEC. 25, 1999
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                 
OPERATING ACTIVITIES

Net income                                                                 $ 61.5           $ 74.9           $ 79.0
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                                              49.9             52.1             55.6
  Loss on sale of assets                                                      0.9              3.3              3.3
  Foreign exchange loss, net                                                   --              0.3              0.1
  Non-cash impact of re-engineering and impairment costs                     16.1             13.2              3.1
Changes in assets and liabilities:
  Increase in accounts and notes receivable                                 (31.1)            (9.3)           (30.1)
  Decrease (increase) in inventories                                          4.5            (17.9)             9.1
  Increase (decrease) in accounts payable and accrued liabilities            10.5            (21.2)             6.0
  Increase in income taxes payable                                            7.8              2.7              0.6
  Increase in net deferred income taxes                                     (12.3)           (13.8)           (17.7)
  Other, net                                                                  1.0              1.8              4.0
- ----------------------------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                                108.8             86.1            113.0

INVESTING ACTIVITIES

Capital expenditures                                                        (54.8)           (46.3)           (40.9)
Purchase of BeautiControl, Inc., net of cash acquired                          --            (56.3)              --
- ----------------------------------------------------------------------------------------------------------------------
  Net cash used in investing activities                                     (54.8)          (102.6)           (40.9)

FINANCING ACTIVITIES

Dividend payments to shareholders                                           (51.0)           (50.8)           (50.7)
Payments to acquire treasury stock                                             --            (14.4)              --
Payment of long-term debt                                                      --            (15.0)              --
Proceeds from private placement debt issuance                               148.8               --               --
Proceeds from exercise of stock options                                       3.7              1.0              0.6
Proceeds from payments of subscriptions receivable                            0.4              0.1               --
Net (decrease) increase in short-term debt                                 (168.8)           105.5            (23.2)
- ----------------------------------------------------------------------------------------------------------------------
  Net cash (used in) provided by financing activities                       (66.9)            26.4            (73.3)
- ----------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash equivalents                 (1.3)            (1.7)             2.6
- ----------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                        (14.2)             8.2              1.4
Cash and cash equivalents at beginning of year                               32.6             24.4             23.0
- ----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                   $ 18.4           $ 32.6           $ 24.4
- ----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE
Treasury shares sold for notes receivable                                  $  1.7           $ 13.6           $   --
- ----------------------------------------------------------------------------------------------------------------------


See Notes to the Consolidated Financial Statements.





                                 Notes to the Consolidated Financial Statements


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. The consolidated financial statements include the
accounts of Tupperware Corporation and all of its subsidiaries (Tupperware, the
Company). All significant intercompany accounts and transactions have been
eliminated. The Company's fiscal year ends on the last Saturday of December.
Fiscal years 2001 and 1999 consisted of 52 weeks compared with 53 weeks in
2000.

Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions. These estimates and
assumptions affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents. The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents.
As of December 29, 2001 and December 30, 2000, $10.0 million and $16.5 million,
respectively, of the cash and cash equivalents included on the consolidated
balance sheets were held in the form of time deposits or certificates of
deposit.

Allowance for Doubtful Accounts. The Company regularly monitors and assesses
its risk of not collecting amounts owed to it by its customers. This evaluation
is based upon an analysis of amounts currently and past due along with relevant
history and facts particular to the customer. It also considers assets of the
customer that could be recovered to satisfy amounts owed. Based upon the
results of this analysis, the Company records an allowance for uncollectible
accounts for this risk. This analysis requires the Company to make significant
estimates and as such, changes in facts and circumstances could result in
material changes in the allowance for doubtful accounts.

Inventories. Inventories are valued at the lower of cost or market. Inventory
cost includes cost of raw material, labor and overhead. Domestic Tupperware
inventories, approximately 17 percent of consolidated inventories at both
December 29, 2001 and December 30, 2000, are valued on the last-in, first-out
(LIFO) cost method. The first-in, first-out (FIFO) cost method is generally
used for the remaining inventories. If inventories valued on the LIFO method
had been valued using the FIFO method, they would have been $11.2 million and
$13.1 million higher at the end of 2001 and 2000, respectively. The Company
writes down its inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of the inventory and the estimated
market value based upon assumptions about future demand. If actual demand is
less than projected by management, additional inventory write-downs may be
required.


                                                    TUPPERWARE CORPORATION > 47



Notes to the Consolidated Financial Statements


Internal Use Software Development Costs. The Company capitalizes internal use
software development costs as they are incurred and amortizes such costs over
their estimated useful lives of three to five years beginning when the software
is placed in service. These costs are included in property, plant and
equipment. Net unamortized costs included in property, plant and equipment were
$7.3 million and $6.8 million at December 29, 2001 and December 30, 2000,
respectively.

Property, Plant and Equipment. Properties are initially stated at cost.
Depreciation is determined on a straight-line basis over the estimated useful
lives of the assets. Generally, the estimated useful lives are 10 to 45 years
for buildings and improvements and 3 to 20 years for machinery and equipment.
Upon the sale or retirement of property, plant and equipment, a gain or loss is
recognized. Expenditures for maintenance and repairs are charged to expense.

In August 2001, The Financial Accounting Standards Board (the Board) issued
Statement of Financial Accounting Standards (SFAS) No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. This statement, which is effective
for fiscal year 2002, addresses financial accounting and reporting for the
impairment of long-lived assets, excluding goodwill and indefinite-lived
intangible assets, to be held and used or disposed of. The Company does not
expect the implementation of this standard to have a significant effect on its
results of operations or financial condition.

Goodwill. Goodwill represents the excess of cost over the fair value of net
assets acquired and is being amortized over 40 years using the straight-line
method.

In July 2001, the Board issued SFAS No. 142, GOODWILL AND OTHER INTANGIBLE
ASSETS, which superseded Accounting Principles Board Opinion No. 17, INTANGIBLE
ASSETS. This statement addresses how goodwill and other intangible assets
should be accounted for after they have been initially recognized in the
financial statements. Beginning with fiscal year 2002, the Company will no
longer amortize its goodwill, but will evaluate it for impairment at least
annually, including a transition assessment upon the adoption of this
statement. The Company is evaluating the impact of adopting this statement.

Promotional and Other Accruals. The Company frequently makes promotional offers
to its independent sales force to encourage them to fulfill specific goals or
targets for sales levels, party attendance, recruiting or other business
critical functions. The awards offered are in the form of cash, product awards,
special prizes or trips. The costs of these awards are recorded during the
period over which the sales force qualifies for the award. These accruals
require estimates as to the cost of the awards based upon estimates of
achievement and actual cost to be incurred. During the qualification period,
actual results are monitored and changes to the original estimates that are
necessary are made when known. Like the promotional accruals, other accruals
are recorded at the time when the liability is probable and the amount is
reasonably estimable. Adjustments to amounts previously accrued are made when
changes in the facts and circumstances that generated the accrual occur.


48 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                              Skinlogics(R) Moisturizer [PHOTO]


Revenue Recognition. Revenue is recognized when goods are shipped to customers
and the risks and rewards of ownership have passed to the customer who, in most
cases, is one of the Company's independent distributors. When revenue is
recorded, estimates of returns are made and recorded as a reduction of revenue.
Discounts earned based on promotional programs in place, volume of purchases or
other factors are also estimated at the time of revenue recognition and
recorded as a reduction of that revenue.

In February 2002, the Emerging Issues Task Force issued EITF 01-9, ACCOUNTING
FOR CONSIDERATION GIVEN BY A VENDOR TO A CUSTOMER (INCLUDING A RESELLER OF THE
VENDOR'S PRODUCTS). The pronouncement requires that cash consideration,
including sales incentives, given by a vendor to a customer be presumed to be a
reduction of the selling prices of the vendor's products or services and,
therefore, characterized as a reduction of revenue when recognized in the
vendor's income statement. The Company is currently evaluating the impact of
EITF 01-9. While it will not result in any impact to the Company's net income,
it may require a reclassification of amounts currently recorded in delivery,
sales and administrative expense to net sales. The Company will adopt EITF 01-9
in the first quarter of 2002.

Shipping and Handling Costs. Fees billed to customers associated with shipping
and handling are classified as revenue, and related costs are classified as
delivery, sales and administrative expenses. Costs associated with shipping and
handling activities are comprised of outbound freight and associated labor
costs, and were $69.6 million, $70.0 million and $69.0 million in 2001, 2000
and 1999, respectively.

Advertising and Research and Development Costs. Advertising and research and
development costs are charged to expense as incurred. Advertising expense
totaled $5.9 million, $5.9 million and $8.7 million in 2001, 2000 and 1999,
respectively. Research and development costs totaled $13.2 million, $12.8
million and $12.3 million, in 2001, 2000 and 1999, respectively.

Accounting for Stock-Based Compensation. The Company measures compensation
expense for employee and director stock options as the aggregate difference
between the market value of its common stock and exercise prices of the options
on the date that both the number of shares the grantee is entitled to receive
and the exercise price are known. Compensation expense associated with
restricted stock grants is equal to the market value of the shares on the date
of grant and is recorded pro rata over the required holding period. Pro forma
information relating to the fair value of stock-based compensation is presented
in Note 11 to the consolidated financial statements.

Income Taxes. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statement carrying amounts of assets and liabilities and their respective tax
bases. Deferred tax assets also are recognized for credit carry forwards.
Deferred tax assets and liabilities are measured using the enacted rates
applicable to taxable income in the years in which the temporary differences
are expected to reverse and the credits are expected to be used. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. An


                                                    TUPPERWARE CORPORATION > 49



Baking Essentials Pastry Wheel [PHOTO]


assessment is made as to whether or not a valuation allowance is required to
offset deferred tax assets. This assessment includes anticipating future
taxable income and the Company's tax planning strategies and is made on an
ongoing basis. Consequently, future material changes in the valuation allowance
are possible.

Net Income Per Common Share. The financial statements include "basic" and
"diluted" per share information. Basic per share information is calculated by
dividing net income by the weighted average number of common shares
outstanding. Diluted per share information is calculated by also considering
the impact of potential common stock on both net income available to common
shareholders and the weighted average number of shares outstanding. The
weighted average number of shares used in the basic earnings per share
computations were 58.0 million, 57.7 million and 57.5 million in 2001, 2000 and
1999, respectively. The only difference in the computation of basic and diluted
earnings per share is the inclusion of potential common stock of 0.9 million in
2001, 0.3 million in 2000 and 0.4 million in 1999. Options to purchase 4.3
million, 7.1 million and 2.4 million shares of common stock in 2001, 2000 and
1999, respectively, were outstanding but not included in the computation of
diluted earnings per share because the options' exercise prices were greater
than the average market price of the common shares during the respective
periods and, therefore, would have been anti-dilutive if included. The
Company's potential common stock consists of employee and director stock
options and restricted stock.

Derivative Financial Instruments. The Company uses derivative financial
instruments, principally over-the-counter forward exchange contracts and local
currency options with major international financial institutions, to offset the
effects of exchange rate changes on net investments in certain foreign
subsidiaries, forecasted purchase commitments and certain intercompany loan
transactions. Gains and losses on instruments designated as hedges of net
investments in a foreign subsidiary or intercompany transactions that are
permanent in nature are accrued as exchange rates change, and are recognized in
shareholders' equity, along with any points on forward exchange contracts, as
foreign currency translation adjustments. The net interest differential on
interest rate swaps is included in interest expense. Gains and losses on
contracts designated as hedges of intercompany transactions that are not
permanent in nature are accrued as exchange rates change and are recognized in
income. Gains and losses on contracts designated as hedges of identifiable
foreign currency firm commitments are deferred and included in the measurement
of the related foreign currency transaction. Contracts hedging non-permanent
intercompany transactions and identifiable foreign currency firm commitments
are held to maturity. See Note 7 to the consolidated financial statements.

Effective December 31, 2000, the Company adopted SFAS 133, ACCOUNTING
FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES and SFAS 138, ACCOUNTING
FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES. These


50 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                 Notes to the Consolidated Financial Statements


statements establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. They require that an entity recognize
all derivative instruments as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge. The
accounting for changes in fair value of a derivative accounted for as a hedge
depends on the intended use of the derivative and the resulting designation of
the hedged exposure. Depending on how the hedge is used and the designation,
the gain or loss due to changes in fair value is reported either in earnings or
in other comprehensive loss. The adoption of these statements had no
significant impact on the accounting treatment and financial results related to
the hedging programs of the Company and did not result in a cumulative effect
adjustment.

Foreign Currency Translation. Results of operations of foreign subsidiaries are
translated into U.S. dollars using the average exchange rates during the year.
The assets and liabilities of those subsidiaries, other than those of
operations in highly inflationary countries, are translated into U.S. dollars
using exchange rates at the balance sheet date. The related translation
adjustments are included in "Accumulated other comprehensive loss." Foreign
currency transaction gains and losses, as well as translation of financial
statements of subsidiaries in highly inflationary countries, are included in
income.

NOTE 2:  ACQUISITION

In October 2000, the Company completed the acquisition of BeautiControl, Inc.
(BeautiControl), by purchasing all of the 7,231,448 common shares outstanding
for a purchase price of $7 per share. BeautiControl is a party plan direct
seller that markets premium cosmetics and skin care products through a highly
trained independent sales force in North America and, beginning in 2001, in
Mexico and the Philippines. The total purchase price, net of cash acquired, was
$56.3 million and included shares acquired, settlement of in-the-money stock
options and other transaction costs. The Company also assumed $5.6 million of
debt. The acquisition has been accounted for under the purchase method of
accounting, and the results of operations of BeautiControl have been included
in the consolidated financial statements since October 18, 2000. The total cost
of the acquisition was allocated to the tangible and intangible assets acquired
and liabilities assumed based on their respective fair values. In connection
with the acquisition plan, the Company closed BeautiControl's Taiwan and Hong
Kong subsidiaries, discontinued its Eventus nutritional supplement product
line and capitalized an associated $5.0 million of costs as part of the
acquisition cost. Goodwill recorded in connection with the transaction was
$55.0 million and is being amortized over 40 years using the straight-line
method. As a result of the adoption of SFAS No. 142, goodwill amortization will
cease as of the end of fiscal 2001. On a pro forma basis, if the acquisition
had occurred January 1, 1999, the results of BeautiControl would not have had a
material impact on consolidated results in 1999 or 2000.


                                                    TUPPERWARE CORPORATION > 51



Notes to the Consolidated Financial Statements


NOTE 3:  RE-ENGINEERING PROGRAM

In 1999, the Company announced a re-engineering program designed to improve
operating profit return on sales through improved organizational alignment, a
higher gross margin percentage and reduced operating expenses. Pretax costs
incurred by category are as follows (in millions):



                                     2001            2000             1999
- ---------------------------------------------------------------------------
                                                             
Severance                           $ 6.6            $ 3.1            $ 9.0
Asset impairments                    14.4              7.6              3.1
Other                                 3.8              1.8              3.0
- ---------------------------------------------------------------------------
Total re-engineering and
  impairment charges                $24.8            $12.5            $15.1
- ---------------------------------------------------------------------------


Severance costs relate to approximately 220, 115 and 200 employees whose
positions were eliminated in 2001, 2000 and 1999, respectively. Actions taken
to eliminate these positions resulted from the decisions to change distributor
models in Latin America in 2001 and 2000 as well as a downsizing of the
corporate office and restructuring Brazilian manufacturing and distribution
operations in 2001; closing the Argentine distribution center in 2000; and
closing the Spanish and Argentine manufacturing operations in 1999.
Additionally, in 1999, the Japanese manufacturing operation and the regional
headquarters in Europe and Asia Pacific were restructured.

The asset impairments were the result of a decision to reduce the number of
data centers and systems, primarily in Europe, as well as the Latin American
distribution model conversion and plant and distribution center closures noted
above. Expenses included in the other category are primarily for non-asset
impairment costs of exiting facilities and professional fees associated with
accomplishing the re-engineering actions.

The Company also incurred costs in connection with the re-engineering program
that are included in costs of products sold and delivery, sales and
administrative expense. Amounts included in cost of products sold, $3.3 million
and $2.6 million in 2001 and 2000, respectively, relate to inventory
write-downs in Latin America as a result of the conversion to the importer
model. This conversion also resulted in increases in accounts receivable
allowances for uncollectible accounts in several Latin American markets
totaling $3.7 million in both 2001 and 2000, which were recorded in delivery,
sales and administrative expense. Also included in this caption were costs
totaling $3.9 million, $7.9 million and $1.0 million in 2001, 2000 and 1999,
respectively, relating to internal and external consulting costs associated
with designing and executing the re-engineering projects and other cost savings
initiatives. Remaining costs are expected to be incurred through the first half
of 2002.

As part of the restructuring of Brazilian operations in 2001, the Company
recorded a $3.2 million valuation allowance for certain deferred tax assets for
which realization was no longer more likely than not.


52 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                            TupperWave(TM) Stack Cooker [PHOTO]


The liability balance, included in accrued liabilities, related to
re-engineering and impairment charges as of December 29, 2001 and December 30,
2000 was as follows (in millions):



                                        2001               2000
- ----------------------------------------------------------------
                                                    
Beginning balance                       $ 2.3             $ 0.9
  Provision                              24.8              12.5
  Cash expenditures:
   Severance                             (3.8)             (3.0)
   Other                                 (2.0)             (0.5)
  Non-cash asset impairments            (14.4)             (7.6)
- ----------------------------------------------------------------
Ending balance                          $ 6.9             $ 2.3
- ----------------------------------------------------------------


NOTE 4:  INVENTORIES



(IN MILLIONS)                          2001              2000
- --------------------------------------------------------------
                                                  
Finished goods                        $ 65.7            $ 70.4
Work in process                         21.7              25.5
Raw materials and supplies              44.8              48.2
- --------------------------------------------------------------
   Total inventories                  $132.2            $144.1
- --------------------------------------------------------------


NOTE 5:  PROPERTY, PLANT AND EQUIPMENT



(IN MILLIONS)                                      2001               2000
- ---------------------------------------------------------------------------
                                                               
Land                                              $ 19.1             $ 19.9
Buildings and improvements                         165.0              169.8
Machinery and equipment                            735.7              739.4
Capitalized software                                12.2                6.8
Construction in progress                            16.7               13.0
- ---------------------------------------------------------------------------
   Total property, plant and equipment             948.7              948.9
Less accumulated depreciation                     (720.2)            (715.8)
- ---------------------------------------------------------------------------
   Property, plant and equipment, net             $228.5             $233.1
- ---------------------------------------------------------------------------


NOTE 6:  ACCRUED LIABILITIES



(IN MILLIONS)                                          2001           2000
- ---------------------------------------------------------------------------
                                                             
Compensation and employee benefits                    $ 43.8         $ 51.3
Advertising and promotion                               18.9           18.9
Taxes other than income taxes                           16.1           17.8
Other                                                   85.4           72.3
- ---------------------------------------------------------------------------
   Total accrued liabilities                          $164.2         $160.3
- ---------------------------------------------------------------------------



                                                    TUPPERWARE CORPORATION > 53



Melamine Dishware [PHOTO]


NOTE 7:  FINANCING ARRANGEMENTS

DEBT

Debt consists of the following:



(IN MILLIONS)                            2001               2000
- -----------------------------------------------------------------
                                                     
7.05% Series Notes due 2003             $ 15.0             $ 15.0
7.25% Notes due 2006                     100.0              100.0
8.33% Mortgage Note due 2009               5.3                5.6
7.91% Notes due 2011                     153.9                 --
Short-term borrowings                     91.2              264.0
Other                                      2.3                0.4
- -----------------------------------------------------------------
                                         367.7              385.0
Less current portion                     (91.6)             (26.9)
- -----------------------------------------------------------------
  Long-term debt                        $276.1             $358.1
- -----------------------------------------------------------------




(DOLLARS IN MILLIONS)                                     2001               2000
- -----------------------------------------------------------------------------------
                                                                      
Total short-term borrowings at year-end                  $ 91.2             $264.0
Weighted average interest rate at year-end                  3.2%               5.8%
Average short-term borrowings during the year            $223.6             $242.3
Weighted average interest rate for the year                 4.4%               5.9%
Maximum short-term borrowings during the year            $320.5             $300.3
- -----------------------------------------------------------------------------------


The average borrowings and weighted average interest rates were determined
using month-end borrowings and the interest rates applicable to them. Of total
short-term year-end borrowings at December 29, 2001, $70.8 million consisted of
outstanding commercial paper. The remaining $20.4 million of short-term
borrowings was loaned by several banks, with $13.5 million in euros and $6.9
million in various other currencies. As of December 30, 2000, $237.1 million of
the Company's outstanding borrowings that were due within one year by their
terms were classified as non-current due to the Company's ability and intent
that those borrowings be outstanding through 2001.

The mortgage note is a 10-year note amortized over a 22-year period with
monthly payments of principal and interest of $47,988. The note
is collateralized by certain real estate, and a balloon payment of $4.4 million
is due to be paid June 1, 2009.

Debt agreements require the Company to meet certain financial covenants.


54 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                 Notes to the Consolidated Financial Statements


As of December 29, 2001, the Company had $395.9 million of unused lines of
credit, including $229.2 million under the Company's $300.0 million
multicurrency financing facility (the $300 Million Facility) and $166.7 million
available under the $187.1 million foreign uncommitted lines of credit. The
$300 Million Facility supports the Company's commercial paper borrowing
capability and expires on August 8, 2002. The Company expects to negotiate a
new committed credit facility in the first half of 2002. Interest paid on total
debt in 2001, 2000 and 1999, was $19.5 million, $24.2 million and $21.6
million, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Due to their short maturities or their insignificance, the carrying amounts of
cash and cash equivalents, accounts and notes receivable, accounts payable,
accrued liabilities and short-term borrowings approximated their fair values at
December 29, 2001 and December 30, 2000. The approximate fair value of the
Company's $100 million of 7.25 percent notes due in 2006, determined through
reference to market yields, was $102.1 million and $97.1 million as of December
29, 2001 and December 30, 2000, respectively. The fair value of the Company's
$150 million of 7.91% notes due in 2011, determined through reference to market
yields, was $153.1 million as of December 29, 2001. The fair value of the
remaining long-term debt approximated its book value at the end of 2001 and
2000.


                                                    TUPPERWARE CORPORATION > 55



Notes to the Consolidated Financial Statements

DERIVATIVE FINANCIAL INSTRUMENTS

Following is a listing of the Company's outstanding derivative financial
instruments as of December 29, 2001 and December 30, 2000:



FORWARD CONTRACTS                                          2001                                     2000
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                     WEIGHTED AVERAGE                            WEIGHTED AVERAGE
                                                                      CONTRACT RATE                               CONTRACT RATE
(DOLLARS IN MILLIONS)                        BUY            SELL       OF EXCHANGE        BUY         SELL         OF EXCHANGE
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Euro with U.S. dollars                     $ 36.5                          0.8945       $ 90.2                        0.9091
Japanese yen with U.S. dollars                8.5                        129.3753         49.2                      109.0744
Mexican pesos with U.S. dollars              35.0                          9.7443         33.9                        9.8267
Australian dollars with U.S. dollars         20.2                          0.5077         13.3                        0.5559
Philippine pesos with U.S. dollars            2.2                         53.1646          9.5                       51.8567
Swiss francs with U.S. dollars               40.7                          1.6313          8.3                        1.6488
Singapore dollars with U.S. dollars           5.4                          1.8362          4.6                        1.7139
Greek drachma with U.S. dollars                --                              --          4.4                      370.5800
Danish krona with U.S. dollars                3.3                          8.3055          3.2                        8.1195
Canadian dollars with U.S. dollars             --                              --          1.4                        1.5086
Hong Kong dollars with U.S. dollars           1.7                          7.7970           --                            --
South Korean won with U.S. dollars           13.3                      1,321.5447           --                            --
Euro for U.S. dollars                                   $   68.6           0.8971                    $ 40.0           0.9103
Brazilian reals for U.S. dollars                             2.8           2.5150                        --               --
Swiss francs for U.S. dollars                                3.2           1.6541                      11.8           1.6508
Mexican pesos for U.S. dollars                              13.0           9.3197                       9.7           9.8156
Japanese yen for U.S. dollars                               56.2         120.4819                       8.0         107.0402
British pounds for U.S. dollars                              6.4           1.4415                       4.5           1.4763
South Korean won for U.S. dollars                             --               --                       1.5       1,130.5000
Philippine pesos for U.S. dollars                            2.0          52.3560                       1.2          51.8500
Australian dollars for U.S. dollars                          2.3           0.5123                        --               --
Other currencies                              4.1            7.9          Various          4.2          4.4          Various
- ---------------------------------------------------------------------------------------------------------------------------------
                                           $170.9       $  162.4                        $222.2       $ 81.1
- ---------------------------------------------------------------------------------------------------------------------------------



56 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                 Tupperware(R) Impressions Classic Bowl [PHOTO]


The Company markets its products in over 100 countries and is exposed to
fluctuations in foreign currency exchange rates on the earnings, cash flows and
financial position of its international operations. Although this currency risk
is partially mitigated by the natural hedge arising from the Company's local
manufacturing in many markets, a strengthening U.S. dollar generally has a
negative impact on the Company. In response to this fact, the Company uses
financial instruments to hedge its exposure and manage the foreign exchange
impact to its financial statements. At its inception, a derivative financial
instrument is designated as a fair value, cash flow or net equity hedge.

Fair value hedges are entered into with financial instruments such as forward
contracts with the objective of controlling exposure to certain foreign
exchange risks primarily associated with accounts receivable, accounts payable
and non-permanent intercompany transactions. In assessing hedge effectiveness,
the Company excludes forward points. The Company also enters into interest rate
swaps to convert fixed-rate long-term debt to floating-rate debt and records
the impact as a component of interest expense. The Company's intent is to
maintain approximately half of its debt with floating interest rates. At
December 29, 2001, the Company had an interest rate swap in place with a
notional amount of $75.0 million that terminates on July 15, 2011 and converts
half of the Company's $150.0 million notes due in 2011 from fixed to floating
rate debt. The Company pays a variable rate of LIBOR plus 1.97 percent and
receives a fixed-rate payment of 7.91 percent on dates consistent with interest
payment dates on the notes. In the fourth quarter of 2001, the Company
terminated a swap related to the other $75.0 million of these notes and
realized a net gain of $5.4 million, which has been capitalized as part of the
debt and is being amortized as a reduction of interest expense over the
remaining life of the related debt. The hedging relationships the Company has
entered into have been highly effective, and the ineffective net gains
recognized in other expense for the years 2001, 2000 and 1999 were immaterial.

The Company also uses derivative financial instruments to hedge foreign
currency exposures resulting from firm purchase commitments or anticipated
transactions, and classifies these as cash flow hedges. The Company generally
enters into cash flow hedge contracts for periods ranging from three to six
months. The effective portion of the gain or loss on the hedging instrument is
recorded in other comprehensive loss, and is reclassified into earnings as the
transactions being hedged are recorded. The ineffective portion of the gain or
loss on the hedging instrument is recorded in other expense. As of December 29,
2001 and for the years 2001, 2000 and 1999, the amounts recorded in other
comprehensive loss and other expense were not material.

In addition to fair value and cash flow hedges, the Company uses financial
instruments such as forward contracts to hedge a portion of its net equity
investment in international operations, and classifies these as net equity
hedges. For the years 2001, 2000 and 1999, the Company recorded net gains
associated with these hedges of $5.8 million, $8.5 million and $10.9 million,
respectively, in other comprehensive loss. Due to the permanent


                                                    TUPPERWARE CORPORATION > 57



Quick Shake(R) Container [PHOTO]


nature of the investments, the Company does not anticipate reclassifying any
portion of this amount to the income statement in the next 12 months.

The Company's derivative financial instruments at December 29, 2001 and
December 30, 2000 consisted solely of the financial instruments summarized
above. All of the contracts, with the exception of the interest rate swap,
mature within 12 months. Related to the forward contracts, the "buy" amounts
represent the U.S. dollar equivalent of commitments to purchase foreign
currencies and the "sell" amounts represent the U.S. dollar equivalent of
commitments to sell foreign currencies, all translated at the year-end market
exchange rates for the U.S. dollar. All forward contracts are hedging
cross-currency intercompany loans that are not permanent in nature or firm
purchase commitments.

The Company's theoretical credit risk for each derivative instrument is its
replacement cost, but management believes that the risk of incurring credit
losses is remote and that such losses, if any, would not be material. The
Company also is exposed to market risk on its derivative instruments due to
potential changes in foreign exchange rates; however, such market risk would be
substantially offset by changes in the valuation of the underlying items being
hedged. For all outstanding derivative instruments, the net accrued loss was
$6.3 million and $0.8 million, at December 29, 2001 and December 30, 2000,
respectively, and was recorded in accrued liabilities. The aggregate impact of
all foreign currency transactions was not material to the Company's income.

NOTE 8:  SUBSCRIPTIONS RECEIVABLE

In October 2000, a subsidiary of the Company adopted a Management Stock
Purchase Plan (the MSPP), which provides for eligible executives to purchase
Company stock using full recourse loans provided by the subsidiary. Under the
MSPP, in 2000, the Company loaned approximately $13.6 million to 33 senior
executives to purchase 847,000 common shares from treasury stock. The annual
interest rate is 5.96 percent, and all dividends, while the loans are
outstanding, will be applied toward interest due. During 2001, nine senior
executives purchased 74,500 shares of common shares from treasury stock. Total
loan value for this group is $1.7 million and the loans have interest rates of
5.21 percent to 5.96 percent. During 2001, two participants left the Company
and sold, at the current market price, 21,000 shares to the Company to satisfy
loans totaling $0.3 million. Under the terms of the MSPP, if the Company's
stock price per share is below the market issue price at the principal
repayment dates, the Company will make cash bonus payments, up to 25 percent of
the outstanding principal on the loan then due. For each share purchased, an
option on two shares was granted under the 2000 Incentive Plan. See Note 11 --
Incentive Compensation Plans. The loans have been recorded as subscriptions
receivable, and are secured by the shares purchased. Principal amounts are due
as follows: $3.3 million in 2005, $3.8 million in 2006, $0.4 million in 2007,
$6.7 million in 2008 and $0.8 million in 2009.


58 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                 Notes to the Consolidated Financial Statements


On November 30, 1998, the Company made a non-recourse, non-interest bearing
loan of $7.7 million (the loan) to its chairman and chief executive officer
(chairman), the proceeds of which were used by the chairman to buy in the open
market 400,000 shares of the Company's common stock (the shares) at an average
price of $19.12 per share. The shares are pledged to secure the repayment of
the loan. The loan has been recorded as a subscription receivable and is due
November 12, 2006, with voluntary prepayments permitted commencing November 12,
2002. Ten percent of any annual cash bonus award to the chairman is being
applied against the balance of the loan. As the loan is reduced by voluntary
payments after November 12, 2002, the lien against the shares will be reduced.
The subscription receivable is reduced as payments are received. In late 2000,
the loan and related agreements were assigned to a subsidiary of the Company.
The outstanding loan balance was $7.5 million and $7.6 million at December 29,
2001 and December 30, 2000, respectively.

NOTE 9:  INCOME TAXES

For income tax purposes, the domestic and foreign components of income (loss)
before taxes were as follows:



(IN MILLIONS)        2001             2000             1999
- -------------------------------------------------------------
                                              
Domestic            $37.6            $ 39.0            $(15.7)
Foreign              44.6              62.1             119.0
- -------------------------------------------------------------
   Total            $82.2            $101.1            $103.3
- -------------------------------------------------------------


The provision for income taxes was as follows:



(IN MILLIONS)          2001              2000             1999
- ---------------------------------------------------------------
                                                 
Current:
   Federal            $13.6             $10.8             $ 8.7
   Foreign             13.2              25.4              26.1
   State                1.9               3.6               3.5
- ---------------------------------------------------------------
                       28.7              39.8              38.3
- ---------------------------------------------------------------
Deferred:
   Federal             (4.4)            (13.5)            (15.9)
   Foreign             (3.1)              0.8               3.7
   State               (0.5)             (0.9)             (1.8)
- ---------------------------------------------------------------
                       (8.0)            (13.6)            (14.0)
- ---------------------------------------------------------------
   Total              $20.7             $26.2             $24.3
- ---------------------------------------------------------------



                                                    TUPPERWARE CORPORATION > 59



Notes to the Consolidated Financial Statements


The differences between the provision for income taxes and income taxes
computed using the U.S. federal statutory rate were as follows:



(IN MILLIONS)                               2001              2000              1999
- -------------------------------------------------------------------------------------
                                                                       
Amount computed using
     statutory rate                         $28.8             $35.4             $36.1
Increase (reduction) in taxes
     resulting from:
   Net benefit from repatriating
     foreign earnings                       (10.1)            (13.2)             (0.3)
   Foreign income taxes                     (14.1)             (1.3)            (18.4)
   Change in valuation allowance
     for deferred tax assets                  8.3               1.0               6.9
   Re-engineering costs with
     no associated tax benefit                5.7               4.8                --
   Other                                      2.1              (0.5)               --
- -------------------------------------------------------------------------------------
   Total                                    $20.7             $26.2             $24.3
- -------------------------------------------------------------------------------------


In 2001, 2000 and 1999, the Company recognized $0.3 million, $0.4 million and
$0.2 million, respectively, of benefits for deductions associated with the
exercise of employee stock options. These benefits were added directly to
paid-in capital, and are not reflected in the provision for income taxes.

Deferred tax assets (liabilities) are composed of the following:



(IN MILLIONS)                                            2001               2000
- ---------------------------------------------------------------------------------
                                                                     
Depreciation                                            $ (3.2)            $ (9.3)
Other                                                     (1.8)              (2.6)
- ---------------------------------------------------------------------------------
  Gross deferred tax liabilities                          (5.0)             (11.9)
- ---------------------------------------------------------------------------------
Credit and net operating loss carry forwards              62.0               50.7
Fixed assets basis differences                            55.5               57.2
Employee benefits accruals                                12.8               13.7
Post-retirement benefits                                  15.9               15.9
Inventory reserves                                        14.4               16.8
Bad debt reserves                                         10.2               10.7
Other accruals                                            44.9               44.3
- ---------------------------------------------------------------------------------
  Gross deferred tax assets                              215.7              209.3
- ---------------------------------------------------------------------------------
Valuation allowances                                     (40.1)             (31.8)
- ---------------------------------------------------------------------------------
  Net deferred tax assets                               $170.6             $165.6
- ---------------------------------------------------------------------------------



60 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Freezer Mates(R) Fresh & Pure Ice Tray [PHOTO]

At December 29, 2001, the Company had a domestic net operating loss carry
forward of $0.4 million, which expires in 2018, and foreign net operating loss
carry forwards of $148.1 million. Of the total net operating loss carry
forwards, $81.8 million expire at various dates from 2002 to 2011, while the
remainder have unlimited lives. During 2001, the Company recognized net
benefits of $7.8 million related to foreign net operating loss carry forwards.
Repatriation of foreign earnings would not result in a significant incremental
cost to the Company. At December 29, 2001, the Company had foreign tax credit
carry forwards of $8.2 million, which expire in 2005 and 2006. At December 29,
2001 and December 30, 2000, the Company had valuation allowances against
certain deferred tax assets totaling $40.1 million and $31.8 million,
respectively. These valuation allowances relate to tax assets in jurisdictions
where it is management's best estimate that there is not a greater than 50
percent probability that the benefit of the assets will be realized in the
associated tax returns. The likelihood of realizing the benefit of deferred tax
assets is assessed on an ongoing basis. Consequently, future material changes
in the valuation allowance are possible. The Company paid income taxes in 2001,
2000 and 1999 of $26.7 million, $35.5 million and $47.7 million, respectively.

NOTE 10: RETIREMENT BENEFIT PLANS

Pension Plans. The Company has various defined benefit pension plans covering
substantially all domestic employees, except those employed by BeautiControl,
and certain employees in other countries. In addition to providing pension
benefits, the Company provides certain post-retirement healthcare and life
insurance benefits for selected U.S. and Canadian employees. Most employees and
retirees outside the United States are covered by government healthcare
programs. Employees may become eligible for these benefits if they reach normal
retirement age while working for the Company and satisfy certain years of
service requirements. The medical plans are contributory, with retiree
contributions adjusted annually, and contain other cost-sharing features, such
as deductibles and coinsurance. The medical plans include an allowance for
Medicare for post-65 retirees. The Company has the right to modify or terminate
these plans.


                                                     TUPPERWARE CORPORATION > 61



The funded status of the plans was as follows:



                                                                       U.S. PLANS                            FOREIGN PLANS
- -----------------------------------------------------------------------------------------------------------------------------
                                                       PENSION BENEFITS      POST-RETIREMENT BENEFITS      PENSION BENEFITS
- -----------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)                                         2001         2000         2001         2000         2001         2000
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Change in benefit obligations:
  Beginning balance                                   $30.9        $26.3       $ 39.3       $ 36.5       $ 53.6       $ 58.6
   Service cost                                         1.2          1.2          0.4          0.4          2.2          2.4
   Interest cost                                        2.2          2.2          3.2          2.8          2.5          2.5
   Actuarial (gain) loss                               (0.7)         3.4          6.5          2.7          5.9          2.7
   Benefits paid                                       (1.5)        (2.2)        (3.8)        (3.1)        (4.6)        (6.9)
   Special termination benefits                         1.3           --           --           --           --           --
   Impact of exchange rates                              --           --           --           --         (4.7)        (5.7)
- -----------------------------------------------------------------------------------------------------------------------------
  Ending balance                                       33.4         30.9         45.6         39.3         54.9         53.6
- -----------------------------------------------------------------------------------------------------------------------------
Change in plan assets at fair value:
  Beginning balance                                    26.2         27.1           --           --         24.8         29.8
   Actual return on plan assets                        (1.3)         0.2           --           --          0.4          2.1
   Company contributions                                2.6          1.1          3.8          3.1          2.7          2.3
   Plan participant contributions                        --           --           --           --          0.2          0.2
   Benefits paid                                       (1.5)        (2.2)        (3.8)        (3.1)        (4.6)        (6.9)
   Impact of exchange rates                              --           --           --           --         (2.0)        (2.7)
- -----------------------------------------------------------------------------------------------------------------------------
  Ending balance                                       26.0         26.2           --           --         21.5         24.8
- -----------------------------------------------------------------------------------------------------------------------------
Funded status of the plan                              (7.4)        (4.7)       (45.6)       (39.3)       (33.4)       (28.8)
  Unrecognized actuarial loss (gain)                    1.7         (1.3)         7.3          1.0         (3.8)        (2.1)
  Unrecognized prior service benefit                   (0.1)        (0.1)        (1.4)        (1.5)         0.2           --
  Unrecognized net transaction (asset) liability         --           --           --           --          0.5          0.9
  Impact of exchange rates                               --           --           --           --         (0.1)        (0.1)
- -----------------------------------------------------------------------------------------------------------------------------
   Accrued benefit cost                               $(5.8)       $(6.1)      $(39.7)      $(39.8)      $(36.6)      $(30.1)
- -----------------------------------------------------------------------------------------------------------------------------
Weighted average assumptions:
  Discount rate                                         7.3%         7.5%         7.3%         7.5%         4.6%         4.7%
  Return on plan assets                                 9.0          9.0          n/a          n/a          5.1          5.2
  Salary growth rate                                    4.5          4.5          n/a          n/a          2.8          2.3
- -----------------------------------------------------------------------------------------------------------------------------



62 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                 Notes to the Consolidated Financial Statements


Plan assets consist primarily of equity securities and corporate and government
bonds. At December 29, 2001 and December 30, 2000, the accumulated benefit
obligations of certain pension plans exceeded those plans' assets. For those
plans, the accumulated benefit obligations were $64.6 million and $65.7
million, and the fair value of those plans' assets were $39.3 million and $41.3
million as of December 29, 2001 and December 30, 2000, respectively.

During 2001, the Company implemented a corporate office restructuring that
included a voluntary early retirement program. In this program, employees that
met age and years of service requirements and elected to participate in the
program were able to receive pension benefits commensurate with being five
years older than their actual age and having five additional years of service
than they actually had. The impact of this program on the pension obligation is
shown previously.

The costs associated with the plans were as follows:



(IN MILLIONS)                                              PENSION BENEFITS                         POST-RETIREMENT BENEFITS
- ----------------------------------------------------------------------------------------------------------------------------------
                                                  2001           2000           1999           2001           2000           1999
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Components of net periodic benefit cost:
  Service cost                                    $3.4           $3.4           $4.0           $0.4           $0.4           $0.4
  Interest cost                                    4.7            4.7            4.5            3.2            2.8            2.6
  Actual return on plan assets                    (2.1)          (1.2)          (5.2)           0.1             --             --
  Net amortization and (deferral)                 (1.4)          (2.2)           2.4           (0.1)          (0.1)          (0.1)
- ----------------------------------------------------------------------------------------------------------------------------------
   Net periodic benefit cost                      $4.6           $4.7           $5.7           $3.6           $3.1           $2.9
- ----------------------------------------------------------------------------------------------------------------------------------


The assumed healthcare cost trend rate was 8.0 percent and is projected to
decrease to 5.0 percent in 2004 where it is expected to remain thereafter. The
healthcare cost trend rate assumption has a significant effect on the amounts
reported. A one-percentage point change in the assumed healthcare cost trend
rates would have the following effects:


                                                    TUPPERWARE CORPORATION > 63



Forget-Me-Not(TM) Refrigerator Container [PHOTO]



(IN MILLIONS)                                                ONE PERCENTAGE POINT
- ------------------------------------------------------------------------------------
                                                          INCREASE          DECREASE
- ------------------------------------------------------------------------------------
                                                                      
Effect on total of service and
  interest cost components                                  $0.3             $(0.3)
Effect on post-retirement benefit obligation                 4.0              (3.5)
- ------------------------------------------------------------------------------------


The Company also has several savings, thrift and profit-sharing plans. Its
contributions to these plans are based upon various levels of employee
participation. The total cost of these plans was $5.0 million in 2001, $4.5
million in 2000 and $3.8 million in 1999.

NOTE 11: INCENTIVE COMPENSATION PLANS

Incentive Plans. Certain officers and other key employees of the Company
participate in the Tupperware Corporation 2000 and 1996 Incentive Plans (the
Incentive Plans). Annual performance awards and awards of options to purchase
Tupperware shares and of restricted stock are made under the Incentive Plans.
For the 2000 Incentive Plan, the total number of shares available for grant was
4,000,000, of which 200,000 shares may be used for restricted stock awards. For
the 1996 Incentive Plan, the total number of shares available for grant was
7,600,000 of which 300,000 shares may be used for restricted stock awards. As
of December 29, 2001, shares available for award under the Incentive Plans
totaled 84,726, all of which could be granted in the form of restricted stock.
For options granted in 2001 and 2000, respectively, approximately 0.1 million
and 1.7 million shares under options were granted in conjunction with the MSPP.
See Note 8-- Subscriptions Receivable.

Other than the 157,118 options exchanged for certain BeautiControl options, all
options' exercise prices are equal to the underlying shares' grant-date market
values. Outstanding options granted in 2001, 2000 and 1999, other than those
options granted under the MSPP and options on 34,400 shares granted in 2000,
which vest in two years, have vesting dates that are three years from the date
of grant. Options granted under the MSPP vest seven years after date of the
grant; however, vesting may be accelerated beginning three years after the
grant date if certain stock appreciation goals are attained. Outstanding
restricted shares have initial vesting periods ranging from 1 to 4 years. All
outstanding options have exercise periods that are 10 years from the date of
grant.

Director Plan. Under the Tupperware Corporation Director Stock Plan (Director
Plan), non-employee directors may elect to receive their annual retainers in
the form of stock or stock options. Options granted to directors become
exercisable on the last day of the fiscal year in which they are granted, have
a term of 10 years and have an exercise price that compensates for the foregone
cash retainer. This amount and the intrinsic value of stock grants on the date
of award have been recognized as an expense by the Company in the year granted.
The number of shares initially available for grant under the Director Plan and
the number of shares available as of December 29, 2001, were 300,000 and
180,640, respectively.


64 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                 Notes to the Consolidated Financial Statements


Earned cash performance awards of $4.7 million, $12.8 million and $9.3 million
were included in the consolidated statement of income for 2001, 2000 and 1999,
respectively.

Stock option and restricted stock activity and information about stock options
for the Incentive Plans and the Director Plan are summarized in the following
tables:



                                        SHARES SUBJECT      AVERAGE OPTION
STOCK OPTIONS                             TO OPTION         PRICE PER SHARE
- ---------------------------------------------------------------------------
                                                      
Balance at December 26, 1998              5,022,213             $24.75
  Granted                                 1,434,650              18.62
  Canceled                                 (233,732)             29.78
  Exercised                                 (70,805)             11.42
- ----------------------------------------------------
Balance at December 25, 1999              6,152,326              23.28
  Granted                                 3,818,968              17.11
  Canceled                                 (485,262)             22.64
  Exercised                                (115,707)              9.86
- ----------------------------------------------------
Balance at December 30, 2000              9,370,325              20.95
  Granted                                 1,583,900              20.88
  Canceled                                 (215,933)             25.47
  Exercised                                (235,634)             15.49
- ----------------------------------------------------
Balance at December 29, 2001             10,502,658              20.92
- ---------------------------------------------------------------------------




                                                              SHARES           SHARES AVAILABLE
RESTRICTED STOCK                                           OUTSTANDING          FOR ISSUANCE
- -----------------------------------------------------------------------------------------------
                                                                         
Balance at December 26, 1998                                  150,373               81,844
  Awarded                                                      11,000              (11,000)
  Canceled                                                         --                   --
  Vested                                                     (101,711)                  --
- -----------------------------------------------------------------------------------------------
Balance at December 25, 1999                                   59,662               70,844
  Increase in shares available due to adoption of
   2000 Incentive Plan                                                             200,000
  Shares transferred to stock option pool                                          (23,151)
  Awarded                                                      15,000              (15,000)
  Canceled                                                     (6,000)               6,000
  Vested                                                       (3,662)                  --
- -----------------------------------------------------------------------------------------------
Balance at December 30, 2000                                   65,000              238,693
  Shares transferred from stock option pool                                         48,257
  Shares transferred to stock option pool                                         (199,224)
  Awarded                                                       3,000               (3,000)
  Vested                                                      (44,000)                  --
- -----------------------------------------------------------------------------------------------
Balance at December 29, 2001                                   24,000               84,726
- -----------------------------------------------------------------------------------------------



                                                    TUPPERWARE CORPORATION > 65



Notes to the Consolidated Financial Statements


Stock Options Outstanding



AS OF DECEMBER 29, 2001                                OUTSTANDING                                  EXERCISABLE
- --------------------------------------------------------------------------------------------------------------------------
                                                         AVERAGE              AVERAGE                          AVERAGE
EXERCISE PRICE RANGE                SHARES            REMAINING LIFE       EXERCISE PRICE      SHARES       EXERCISE PRICE
- --------------------------------------------------------------------------------------------------------------------------
                                                                                             
$8.40 - $12.08                      53,850                  7.9                $9.75          52,850          $9.72
$12.85 - $15.94                  2,111,499                  7.3                15.45         377,249          13.28
$18.56 - $25.55                  6,801,691                  7.9                19.74       1,498,091          21.02
$26.70 - $34.28                  1,039,143                  1.9                30.21         708,643          31.85
$39.18 - $42.25                    496,475                  3.8                42.18         496,475          42.18
- -------------------------------------------                                               -------------
                                10,502,658                  7.0                20.92       3,133,308          25.70
- --------------------------------------------------------------------------------------------------------------------------


The Company uses the intrinsic value method of accounting for stock-based
compensation. The Company has estimated the fair value of its option grants.
The weighted average fair value of 2001 grants was $6.26. If these fair value
estimates had been used to record compensation expense in the consolidated
statements of income, net income would have been reduced by $6.6 million, $5.6
million and $4.5 million, to $54.9 million, $69.3 million and $74.5 million, or
$0.93, $1.19 and $1.29 per diluted common share ($0.95, $1.20 and $1.30 per
basic common share) in 2001, 2000 and 1999, respectively.

The fair value of the stock option grants was estimated using the Black-Scholes
option-pricing model with the following assumptions: dividend yield of 3.5
percent for 2001, 2000 and 1999 grants; expected volatility of 40 percent for
all grants; risk-free interest rates of 4.2 percent for 2001 grants and 5.9
percent for 2000 and 1999 grants; and expected lives of 5 years for all grants.
Compensation expense associated with restricted stock grants is equal to the
fair market value of the shares on the date of grant and is recognized ratably
over the required holding period. Compensation expense associated with
restricted stock grants was not significant.

NOTE 12: SEGMENT INFORMATION

The Company manufactures and distributes products primarily through independent
direct sales forces: (1) plastic food storage and serving containers, microwave
cookware and educational toys marketed under the Tupperware brand worldwide,
and organized into four geographic segments, and (2) premium cosmetics and skin
care products marketed under the BeautiControl brand.


66 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FridgeSmart(TM) Container [PHOTO]



(IN MILLIONS)                                      2001                  2000                  1999
- -----------------------------------------------------------------------------------------------------
                                                                                    
Net sales:
  Europe                                         $  400.4              $  424.1              $  489.1
  Asia Pacific                                      213.4                 242.0                 242.3
  Latin America                                     201.3                 193.0                 154.2
  United States                                     234.6                 201.8                 178.2
  BeautiControl(b)                                   64.7                  12.2                  --
- -----------------------------------------------------------------------------------------------------
   Total net sales                               $1,114.4              $1,073.1              $1,063.8
- -----------------------------------------------------------------------------------------------------
Operating profit:
  Europe                                         $   74.8              $   94.1              $  110.7
  Asia Pacific                                       28.5                  44.8                  35.0
  Latin America                                      17.2(a)                8.0(a)               12.0
  United States                                      31.1                  15.6                   4.7
  BeautiControl(b)                                    0.5                   0.1                  --
- -----------------------------------------------------------------------------------------------------
   Total operating profit                           152.1                 162.6                 162.4
Unallocated expenses                                (23.4)(a)             (27.9)(a)             (23.1)(a)
Re-engineering and impairment charges               (24.8)(a)             (12.5)(a)             (15.1)(a)
Interest expense, net                               (21.7)                (21.1)                (20.9)
- -----------------------------------------------------------------------------------------------------
   Income before income taxes                    $   82.2              $  101.1              $  103.3
- -----------------------------------------------------------------------------------------------------


See footnote explanations on page 68.


                                                    TUPPERWARE CORPORATION > 67





(IN MILLIONS)                                      2001              2000              1999
- --------------------------------------------------------------------------------------------
                                                                             
Depreciation and amortization:
  Europe                                          $ 16.0            $ 17.0            $ 22.0
  Asia Pacific                                       8.5              10.6              11.5
  Latin America                                      9.1               9.9              10.0
  United States                                     10.9              11.6              10.3
  BeautiControl(b)                                   2.7               0.2                --
  Corporate                                          2.7               2.8               1.8
- --------------------------------------------------------------------------------------------
   Total depreciation and amortization            $ 49.9            $ 52.1            $ 55.6
- --------------------------------------------------------------------------------------------
Capital expenditures:
  Europe                                          $ 16.5            $ 16.4            $ 14.1
  Asia Pacific                                       7.7               7.2               2.6
  Latin America                                      7.2               7.3              11.5
  United States                                     13.5               6.5              11.5
  BeautiControl(b)                                   1.4                --                --
  Corporate                                          8.5               8.9               1.2
- --------------------------------------------------------------------------------------------
   Total capital expenditures                     $ 54.8            $ 46.3            $ 40.9
- --------------------------------------------------------------------------------------------
Identifiable assets:
  Europe                                          $233.5            $228.1            $237.6
  Asia Pacific                                     116.2             128.2             139.1
  Latin America                                    121.6             130.8             148.7
  United States                                    152.6             141.7             153.4
  BeautiControl(b)                                  82.3              79.1                --
  Corporate                                        139.5             141.5             117.3
- --------------------------------------------------------------------------------------------
   Total identifiable assets                      $845.7            $849.4            $796.1
- --------------------------------------------------------------------------------------------


a.       The Company announced a re-engineering program in 1999. The
         re-engineering and impairment charges line provides for severance and
         other exit costs. In addition, unallocated expenses include $3.2
         million, $7.9 million and $1.0 million for 2001, 2000 and 1999,
         respectively, for internal and external consulting costs incurred in
         connection with the program. Additionally, in 2001 and 2000,
         respectively, $7.7 million and $6.3 million was recorded in Latin
         America's operating profit related primarily to the write-down of
         inventory and reserves against receivables related to changes in the
         distributor models in certain countries. See Note 3 to the financial
         statements.

b.       BeautiControl was acquired in October 2000. See Note 2 to the
         consolidated financial statements.


68 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                 Notes to the Consolidated Financial Statements


Sales and operating profit in the preceding table are from transactions with
customers. Inter-segment transfers of inventory are accounted for at cost.
Except for the segregation of the BeautiControl segment, sales generated by
product line are not captured in the financial statements and disclosure of
the information is impractical. Sales to a single customer did not exceed 10
percent of total sales in any segment. Export sales were insignificant. Sales
to customers in Germany were $170.4 million, $184.8 million and $209.2 million
in 2001, 2000 and 1999, respectively ($179.1 million and $173.5 million in 2000
and 1999, respectively, at 2001 exchange rates). No other foreign country's
sales were material to the Company's total sales. Unallocated expenses are
corporate expenses and other items not directly related to the operations of
any particular segment.

Corporate assets consist of cash and assets maintained for general corporate
purposes. The United States was the only country with long-lived assets greater
than 10 percent of the Company's total assets at December 29, 2001. As of the
end of 2001, 2000 and 1999, respectively, long-lived assets in the United
States were $106.0 million, $99.3 million and $109.0 million.

As of December 29, 2001 and December 30, 2000, the Company's net investment in
international operations was $30.4 million and $190.8 million, respectively.
The Company is subject to the usual economic risks associated with
international operations; however, these risks are partially mitigated by the
broad geographic dispersion of the Company's operations.

NOTE 13: COMMITMENTS AND CONTINGENCIES

The Company and certain subsidiaries are involved in litigation and various
legal matters that are being defended and handled in the ordinary course of
business. Included among these matters are environmental issues. None of the
Company's contingencies are expected to have a material adverse effect on its
financial position, results of operations or cash flow.

Kraft Foods, Inc., which was formerly affiliated with Premark International,
Inc., the Company's former parent, and Tupperware, has assumed any liabilities
arising out of certain divested or discontinued businesses. The liabilities
assumed include matters alleging product liability, environmental liability
and infringement of patents.

Operating leases. Rental expense for operating leases totaled $36.1 million in
2001, $35.0 million in 2000 and $37.0 million in 1999. Approximate minimum
rental commitments under noncancelable operating leases in effect at December
29, 2001, were: 2002 -- $14.3 million; 2003 -- $6.3 million; 2004 -- $2.0
million; 2005 -- $0.3 million and after 2005 -- $0.3 million.


                                                    TUPPERWARE CORPORATION > 69



NOTE 14: QUARTERLY FINANCIAL SUMMARY (UNAUDITED)

Following is a summary of the unaudited interim results of operations for each
quarter in the years ended December 29, 2001 and December 30, 2000.



(IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)             FIRST QUARTER      SECOND QUARTER     THIRD QUARTER      FOURTH QUARTER
- ---------------------------------------------------------------------------------------------------------------
                                                                                   
Year ended December 29, 2001:
  Net sales                               $263.7             $285.4             $238.6              $326.7
  Cost of products sold                     88.1               94.0               82.0(a)            109.9(a)
  Net income (loss)                         17.9(a)            27.7(a)           (12.6)(a)            28.5(a,b)
  Net income (loss) per share:
   Basic                                    0.31(a)            0.48(a)           (0.21)(a)            0.48(a)
   Diluted                                  0.30(a)            0.47(a)           (0.21)(a)            0.48(a)
  Dividends declared per share              0.22               0.22               0.22                0.22
  Composite stock price range:
   High                                    26.00              24.95              24.98               22.80
   Low                                     19.25              19.20              19.09               17.70
   Close                                   23.86              23.43              19.94               19.44
Year ended December 30, 2000:
  Net sales                               $273.1(c)          $278.4(c)          $225.1(c)           $296.5
  Cost of products sold                     93.8               93.5               74.8                96.3(d)
  Net income                                19.2(d)            29.1(d)             4.7(d)             21.9(d)
  Net income per share:
   Basic                                    0.33(d)            0.50(d)            0.09(d)             0.38(d)
   Diluted                                  0.33(d)            0.50(d)            0.08(d)             0.38(d)
  Dividends declared per share              0.22               0.22               0.22                0.22
  Composite stock price range:
   High                                    19.00              24.50              23.13               20.62
   Low                                     14.56              15.50              17.19               15.50
   Close                                   15.81              22.02              18.00               20.44
- ---------------------------------------------------------------------------------------------------------------


a.       Includes pretax re-engineering costs of $1.6 million ($1.3 million
         after tax), $2.2 million ($1.7 million after tax), $22.0 million
         ($19.8 million after tax) and $9.9 million($9.7 million after tax) in
         the first, second, third and fourth quarters, respectively. See Note 3
         to the consolidated financial statements.

b.       Reflects a reduction of the effective tax rate in the fourth quarter
         due to the successful resolution of certain outstanding issues.

c.       In October 2000, the Emerging Issues Task Force issued EITF 00-10
         ACCOUNTING FOR SHIPPING AND HANDLING REVENUES AND COSTS, which
         requires fees billed to customers associated with shipping and
         handling to be classified as revenue. Accordingly, the Company
         reclassified the revenue related to the shipping and handling fees
         billed to customers, which was previously recorded as a reduction of
         delivery expense, to net sales. For 2000, $4.5 million, $5.8 million
         and $4.9 million were reclassified in the first, second and third
         quarters, respectively.

d.       Includes pretax re-engineering costs of $2.5 million ($1.9 million
         after tax), $2.1 million ($1.7 million after tax), $1.8 million ($1.3
         million after tax) and $20.3 million($19.3 million after tax) in the
         first, second, third and fourth quarters, respectively. See Note 3 to
         the consolidated financial statements.


70 > NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Tupperware(R) Impressions Tumbler [PHOTO]


NOTE 15: RIGHTS AGREEMENT

In 1996, the Company adopted a shareholders' rights plan with a duration of 10
years, under which shareholders received a right to purchase one one-hundredth
of a share of preferred stock for each right owned. The preferred shares are
cumulative and are superior to common shares with regard to dividends. Each
share is entitled to 100 votes on all matters submitted to the shareholders for
a vote. The rights are exercisable if 15 percent of the Company's common stock
is acquired or threatened to be acquired, and the rights are redeemable by the
Company if exercisability has not been triggered. Under certain circumstances,
if 50 percent or more of the Company's consolidated assets or earning power are
sold, a right entitles the holder to buy shares of the Company equal in value
to twice the exercise price of each right. Upon acquisition of the Company by a
third party, a holder could receive the right to purchase stock in the
acquirer. The foregoing percentage thresholds may be reduced to not less than
10 percent.


                                                    TUPPERWARE CORPORATION > 71



Report of Independent Certified Public Accountants


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF TUPPERWARE CORPORATION:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of shareholders' equity and comprehensive
income and of cash flows present fairly, in all material respects, the financial
position of Tupperware Corporation and its subsidiaries at December 29, 2001 and
December 30, 2000, and the results of their operations and their cash flows for
each of the three years in the period ended December 29, 2001, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of Tupperware Corporation's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion.


/s/PricewaterhouseCoopers LLP
- -------------------------------------------
PricewaterhouseCoopers LLP
Orlando, Florida
February 14, 2002


72 > REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



                                                            Report of Management


The management of Tupperware is responsible for the preparation of the
financial statements and other information contained in this Annual Report. The
financial statements were prepared in accordance with accounting principles
generally accepted in the United States of America and include amounts that are
based upon management's best estimate and judgments, as appropriate.
PricewaterhouseCoopers LLP has audited these financial statements and has
expressed an independent opinion thereon.

The Company maintains internal control systems, policies and procedures
designed to provide reasonable assurance that assets are safeguarded, that
transactions are executed in accordance with management's authorization and
properly recorded, and that accounting records may be relied upon for the
preparation of financial information. There are inherent limitations in all
internal controls systems based on the fact that the cost of such systems
should not exceed the benefits derived. Management believes that the Company's
systems provide the appropriate balance of costs and benefits. The Company also
maintains an internal auditing function that evaluates and reports on the
adequacy and effectiveness of internal accounting controls, policies and
procedures.

The Audit and Corporate Responsibility Committee of the Board of Directors is
composed entirely of outside directors. The Committee meets periodically and
independently with management, the vice president of internal audit and
PricewaterhouseCoopers LLP to discuss the Company's internal accounting
controls, auditing and financial reporting matters. The vice president of
internal audit and PricewaterhouseCoopers LLP have unrestricted access to the
Audit and Corporate Responsibility Committee.

Management recognizes its responsibility for conducting the Company's affairs
in a manner that is responsive to the interests of its shareholders and its
employees. This responsibility is characterized in the Code of Conduct, which
provides that the Company will fully comply with laws, rules and regulations of
every country in which it operates and will observe the rules of ethical
business conduct. Employees of the Company are expected and directed to manage
the business of the Company accordingly.


/s/  Rick Goings                             /s/  Pradeep Mathur
- ------------------------------------         ----------------------------------
RICK GOINGS                                  PRADEEP MATHUR
CHAIRMAN AND CHIEF EXECUTIVE OFFICER         SENIOR VICE PRESIDENT AND
                                             CHIEF FINANCIAL OFFICER


                                                    TUPPERWARE CORPORATION > 73