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                                  EXHIBIT 10.15



                          BALDWIN PIANO & ORGAN COMPANY

                         1999 MANAGEMENT INCENTIVE PLAN


1. PURPOSE. Baldwin Piano & Organ Company (the "Company") hereby amends and
restates the Baldwin Piano & Organ Company 1994 Management Incentive Plan in its
entirety, effective as of January 1, 1999, as the Baldwin Piano & Organ Company
1999 Management Incentive Plan (the "Plan"). The purpose of this Plan is to set
forth the components of the executive compensation package that the Company may
offer from time to time to its executive officers and certain other key
management personnel. Such compensation shall directly relate to the performance
of the company and of the participant's individual performance and is designed
to enhance both the short term and long term profitability of the Company. The
Plan also is intended to provide incentives to those participants and to enable
the Company and the Company's subsidiaries to attract and retain executive
officers and key managerial personnel.

2. ELIGIBILITY. Participation in the Plan shall be limited to the Company's
executive officers and other key managerial personnel of the Company or of the
Company's subsidiaries. The Company's Executive Compensation Committee (the
"Committee") will from time to time determine the employees who may participate
in this Plan and the extent to which such persons may participate.

3. COMPENSATION THAT MAY BE AWARDED UNDER THE PLAN. In the Committee's
discretion and in addition to any other benefits that the Company may offer to
its employees (e.g. benefits relating to health care, vacation, deferred
compensation, retirement, etc.), the compensation that may be awarded to
eligible employees pursuant to this Plan may consist of any one or more of the
following elements: (a) base salary, (b) annual cash bonus, (c) stock options
and (d) restricted shares of the Company's common stock.

4. BASE SALARY. Subject to approval by the Committee, the Company shall
establish an annual base salary for each participant in the Plan. In the
discretion of the Company, such annual salary may, but need not, be increased or
decreased each year depending primarily on the participant's individual
performance and secondarily upon the Company's performance. The Company and the
Committee may consider any and all such factors as it or they deem relevant in
adjusting each individual's base salary.

5. BALDWIN VALUE ADDED BONUS

   (a) DEFINITIONS. As used in this Section of the Plan, the following terms,
when capitalized, shall have the following meanings:


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                  (1) "AVERAGE ANNUAL BVA" with respect to the 1999 calendar
year, means the BVA for 1998, and, unless modified by the Committee, with
respect to every calendar year thereafter, means the average BVA for all
calendar years from and including 1998.

                  (2) "BENEFICIAL OWNER" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

                  (3)      "BOARD" or "BOARD OF DIRECTORS" means the Board of
Directors of the Company.

                  (4) "BVA" is an estimate of the true economic profit of the
Company after subtracting the cost of capital, shall be determined each calendar
year by the Committee, and shall generally be determined on the basis of the
following formula:

                  BVA = NOPAT - (Cost of Capital x Economic Capital)

NOPAT, Cost of Capital and Economic Capital are defined in the Baldwin Value
Added (BVA) Manual dated February, 1999, as it may be amended.

                  (5) "BVA BONUS" for any calendar year, means the award for a
participant determined by multiplying a participant's BVA Factor by Incentive
BVA.

                  (6) "BVA FACTOR" for any calendar year, means a participant's
percentage of Incentive BVA determined each year by the Committee.

                  (7) "CAUSE" shall mean the occurrence of any one of the
following:

                           (i) the willful and continued failure by a
participant to substantially perform his/her duties (other than any such failure
resulting from the participant's disability), after a written demand for
substantial performance is delivered to the participant that specifically
identifies the manner in which the Company, or any of its subsidiaries, as the
case may be, believes that the participant has not substantially performed
his/her duties, and the participant has failed to remedy the situation within
ten (10) business days of receiving such notice;

                           (ii) the participant's conviction for committing a
felony in connection with the employment relationship; or

                           (iii) the willful engaging by the participant in
gross misconduct materially and demonstrably injurious to the Company or any of
its subsidiaries. However, no act, or failure to act, on the participant's part
shall be considered "willful" unless done, or omitted to be done, by the
participant not in good faith and without reasonable belief that his/her action
or omission was in the best interest of the Company or any of its subsidiaries.


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                  (8) "CHANGE IN CONTROL" shall be deemed to have occurred if
the conditions set forth in any one of the following paragraphs shall have been
satisfied:

                           (i) any Person (other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its subsidiaries, or a corporation owned directly or indirectly by the
common shareholders of the Company in substantially the same proportions as
their ownership of the common stock of the Company) is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing more
than 50% of the combined voting power of the Company's then outstanding
securities;

                           (ii) individuals who at the beginning of any one-year
period constitute the Board and any new director, whose election by the Board or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority of the Board at the end of such period; or

                           (iii) the shareholders of the Company approve (A) a
plan of complete liquidation of the Company; or (B) an agreement for the sale or
disposition of all or substantially all the Company's assets; or (C) a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted of voting securities of the
surviving entity) at least 50% of the combined voting power of the voting
securities of the Company (or such surviving entity) outstanding after such
merger or consolidation.

However, in no event shall a Change in Control be deemed to have occurred, with
respect to a participant, if the participant is part of a purchasing group which
consummates the Change in Control transaction. The participant shall be deemed
"part of a purchasing group..." for purposes of the preceding sentence if the
participant is an equity participant or has agreed to become an equity
participant in the purchasing company or group (except for (i) passive ownership
of less than 5% of the voting securities of the purchasing company or (ii)
ownership of equity participation in the purchasing company or group which is
otherwise not deemed to be significant, as determined prior to the Change in
Control by a majority of the nonemployee continuing members of the Board).

                  (9) "EXCESS BVA" for any calendar year, means the amount by
which the BVA for the year exceeds Average Annual BVA.

                  (10) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended from time to time.

                  (11) "INCENTIVE BVA" for any calendar year means the portion
of the Excess BVA allocated by the Board to provide BVA Bonuses under the terms
of the Plan.

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                  (12) "PERSON" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) thereof.

                  (13) "YEARS OF PARTICIPATION" means the calendar year for
which the participant's initial BVA Bonus is awarded and each calendar year
thereafter.

         (b) AWARD OF BVA BONUS. In the discretion of the Committee, a
participant in the Plan may be granted the right to receive a BVA Bonus based
upon a BVA Factor determined by the Committee for the participant multiplied by
the Incentive BVA for the year. To the extent practical, the participant's BVA
Factor shall be established prior to the commencement of each calendar year
unless otherwise approved by the Committee. No BVA Bonus shall be payable under
this Plan with respect to any calendar year in which there is no Excess BVA for
the year.

         (c) PAYMENT OF BVA BONUS. Subject to the provisions on Acceleration of
Payment at Subsection (d) below and the provisions on Forfeiture of BVA Bonus at
Subsection (e) below, any BVA Bonus with respect to a calendar year shall be
paid as follows:

                  (1) CASH PORTION. Sixty percent (60%) (or such other
percentage as established by the Committee from year to year) of a participant's
BVA Bonus for a calendar year shall be paid in cash to such participant as soon
as administratively feasible after the end of such calendar year if such
participant is employed with the Company, or any of the Company's subsidiaries,
on the last day of such calendar year.

                  (2) DEFERRED PORTION. The payment of forty percent (40%) (or
such other percentage as established by the Committee from year to year) of a
participant's BVA Bonus shall be deferred and paid as follows:

                           (i) One half (1/2) of the deferred portion of a
participant's BVA Bonus with respect to a calendar year, as adjusted in
accordance with Subsection (c)(3) below, shall be paid as soon as
administratively feasible after the first anniversary of the last day such
calendar year, and

                           (ii) One half (1/2) of the deferred portion of a
participant's BVA Bonus with respect to such calendar year, as adjusted in
accordance with Subsection (c)(3) below, shall be paid as soon as
administratively feasible after the second anniversary of the last day such
calendar year.

                  (3) EARNINGS ON DEFERRED PORTION. The deferred portion of the
BVA Bonus with respect to a calendar year shall be deemed to have been invested
in Company common stock on a phantom stock basis as of the first day of the
calendar year following such calendar year and the Committee shall adjust the
deferred portion of the BVA in a manner it determines is appropriate to reflect
increases (or decreases) in value, dividends, and any other capital adjustments
with respect

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to the actual outstanding shares of Company common stock until such amount is
paid in accordance with Subsection (c)(2) above.

         (d) ACCELERATION OF PAYMENT. Notwithstanding any provision to the
contrary contained herein, the following events shall accelerate of the payment
of the deferred portion of any BVA Bonus that has not yet been paid to a
participant:

                  (1) CHANGE IN CONTROL. In the event of a Change in Control of
the Company, the deferred portion of any BVA Bonus shall not thereafter be
forfeitable under Subsection (e) below, shall be adjusted in accordance with
Subsection (c)(3) above through the date of the Change in Control, and shall be
paid in cash to the participant as soon as administratively feasible after such
Change in Control.

                  (2) DEATH. In the event of the death of a participant, the
deferred portion of any BVA Bonus shall be adjusted in accordance with
Subsection (c)(3) above through the date of the participant's death, and shall
be paid in cash to the participant's beneficiary as soon as administratively
feasible after such death.

                  (3) DISABILITY. In the event of the participant becomes
disabled, as determined by the Committee, the deferred portion of any BVA Bonus
shall be adjusted in accordance with Subsection (c)(3) above through the date
the Committee determines that the participant is disabled, and shall be paid in
cash to the participant as soon as administratively feasible after such
determination of disability.

         (e) FORFEITURE OF BVA BONUS. If a participant is not employed by the
Company, or any of the Company's subsidiaries, on the last day of the calendar
year for which the participant has been awarded a BVA Bonus, the participant
shall forfeit the entire BVA Bonus for that year, including both the cash
portion and the deferred portion. Subject to Subsection (d)(3) above, if prior
to the completion of three (3) Years of Participation, a participant either
voluntarily terminates his employment with the Company, and all of the Company's
subsidiaries, or is terminated for Cause, the deferred portion of any BVA Bonus
that has not yet been paid to the participant shall be forfeited.

6. INCENTIVE STOCK OPTIONS. In the discretion of the Committee, a participant in
the Plan may be granted incentive stock options pursuant to the Company's 1994
Incentive Stock Option Plan in accordance with the terms and conditions set
forth in that plan. Such grants shall be made no more frequently than annually
and will be based primarily upon the participant's performance and level of
responsibilities within the Company. The Committee shall also consider the
performance of the Company in determining whether stock option grants should be
awarded and the size of the awards.

7. AWARDS OF RESTRICTED SHARES OF COMMON STOCK. In the discretion of the
Committee, a participant in the Plan may be granted the right to receive awards
of restricted shares of the Company's Common Stock pursuant to the Company's
1994 Long Term Incentive Plan in accordance with the terms and conditions set
forth in that plan. Such grants shall be made no more

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frequently than once every three years to such plan participants and the awards
will be based upon the Company's total shareholder returns and the participant's
level of responsibilities within the Company.

8. AWARDS UNDER OMNIBUS STOCK PLAN. A participant in the Plan may be granted
incentive stock options, nonqualified stock options, stock appreciation rights,
restricted stock, performance units and performance shares pursuant to the
Company's 1998 Omnibus Stock Plan in accordance with the terms and conditions
set forth in that plan.

9. DURATION OF PLAN; AMENDMENTS. This plan shall become effective upon approval
by the Company's Board of Directors and shall continue until terminated by the
Company's Board of Directors. Neither the expiration nor the termination of this
Plan shall affect any compensation award theretofore made hereunder. The Board
may from time to time amend this Plan and any amendment of this Plan shall apply
to all awards made on or after the date of such amendment.

10. EFFECT ON EMPLOYMENT. Nothing contained in this Plan or in any other plan
contemplated or referred to herein shall give, or be construed as giving, to any
participant the right to be retained in the employ of the Company or of any of
the Company's subsidiaries nor create any obligation on the part of the Company
to continue the employment of any participant.

11. OTHER INCENTIVE PLANS. The adoption of this Plan does not preclude the
adoption by appropriate means of any other incentive plan for employees of the
Company or its subsidiaries, whether or not such employees are eligible to
participate in this Plan.

12. NO RIGHTS GRANTED; UNIFORMITY. No person shall have any claim or right to
any award under this Plan or in any other plan contemplated or referred to
herein. Neither the Company nor the Committee has any obligation to treat all
participants uniformly and awards may vary with respect to each participant as
the Company or the Committee deems appropriate in its sole discretion.

13. PLAN ADMINISTRATION. This Plan and all other plans contemplated or referred
to herein shall be administered by the Committee, or if no Committee has been
appointed by the Company's Board of Directors, shall be administered by the
Board. The Committee shall have full power to administer and interpret this Plan
and all other plans contemplated or referred to herein. In making any
compensation decisions, the Committee shall be entitled to rely on opinions,
reports, or statements of officers or employees of the Company and its
subsidiaries and of counsel, public accountants and other professional or expert
persons. Notwithstanding anything in this Plan or in any other plan to the
contrary, the Committee may from time to time delegate authority to appropriate
officers of the Company to make compensation decisions and awards with respect
to eligible employees other than the Company's executive officers. All actions
of the Committee shall be subject to the approval of the Board.

14. NOTICES. All notices given, made, delivered, or transmitted to a participant
by the Company shall be deemed duly given when mailed first class mail, postage
prepaid, and addressed to the

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participant at the address last appearing on the records of the Company. A
participant may change the address as shown on the records of the Company by
giving written notice thereof to the Company.

15. GOVERNING LAW. This Plan and all other plans contemplated or referred to
herein, and the actions taken in connection thereto, shall be governed and
construed in accordance with the laws of the State of Ohio.



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