AMENDMENT NO. 2 
                                    TO THE 
                           NEW COLEMAN COMPANY, INC. 
                    RETIREMENT PLAN FOR SALARIED EMPLOYEES

     WHEREAS, New Coleman Holdings Inc. (the "Employer") maintains the New 
Coleman Company, Inc. Retirement Plan for Salaried Employees (the "Plan");  

     WHEREAS, the Employer has reserved the right to amend the Plan; and

     WHEREAS, it is desirable to make certain amendments to the Plan.

     NOW, THEREFORE, in consideration of the above stated premises, the Plan 
shall be amended to read as follows:

     FIRST: Section 2.21 of the Plan shall be amended by adding a new 
paragraph at the end of said section to read as follows:

          Effective January 1, 1997, the term Highly Compensated
     Employee means any Employee who was a 5% owner at anytime during
     the current or preceding Plan Year or for the preceding Plan Year
     received compensation from the Employee in excess of $80,000 (as
     adjusted and defined in Section 414(q)) and, if the Employer so
     elects, was in the top-paid 20% of Employees.  The provisions of
     subsection E. above shall apply in determining who is a Highly
     Compensated Employee.

     SECOND: Section 5.1(d) shall be amended by adding a new paragraph at the 
end of said section to read as follows:

          Effective January 1, 1997, the term "required beginning
     date" means the later of (i) the calendar year in which the
     Employee attains age 70 1/2 or (ii) the calendar year in which the
     Employee retires, PROVIDED that clause (ii) shall not apply to
     any Employee who is a 5% owner in the Plan Year in which the
     Employee attains age 70 1/2.

     IN WITNESS WHEREOF, the Employer has caused this Amendment is executed 
on its behalf as of the 10th day of October, 1997.

                       NEW COLEMAN HOLDINGS INC.


                       By Kyle Wendt
                         -------------------------------------
                           Its Secretary, Retirement and Benefits Committee
                               ---------------------------------------------



ATTEST:


Elizabeth Heinemann
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