EXHIBIT 10.a


                              AMENDED AND RESTATED
                               SUNBEAM CORPORATION
                                STOCK OPTION PLAN

                        (Amended as of November 19, 1998)

1. PURPOSE.

    The purpose of the Sunbeam Corporation Stock Option Plan is to provide
    incentives for selected executives, key employees, Outside Directors and
    Designated Others to promote the financial success and progress of Sunbeam
    Corporation. Capitalized terms used throughout this Plan shall have the
    meanings ascribed to them in Section 16 hereof.

2. STOCK SUBJECT TO THE PLAN.

    (a)  Subject to the provisions of this Section and Section 9, the maximum
         number of shares of Stock that may be issued under the Plan is
         16,500,000 shares, to be allocated as follows:

        (i)   16,300,000 shares may be issued in connection with the grant of
              Options pursuant to Section 3; and

        (ii)  200,000 shares may be issued in connection with the grant of
              Restricted Stock Awards pursuant to Section 3.

               Such shares may be either authorized but unissued shares or
               treasury shares.

    (b)  The number of shares subject to an Option or a Restricted Stock Award
         that has been granted under the Plan shall no longer be charged against
         the limitation provided in Section 2(a), and may again be made subject
         to Options or Restricted Stock Awards, as the case may be, to the
         extent that Options expire unexercised or are terminated, surrendered
         or canceled before exercise or Restricted Stock Awards are forfeited,
         terminated, surrendered or canceled due to a Participant's termination
         of employment or service as an Outside Director or for any other
         reason.

3. GRANTS OF OPTIONS AND RESTRICTED STOCK AWARDS.

    (a)  Subject to the provisions of the Plan, the Committee may at any time,
         or from time to time, grant Options to officers, key employees, Outside
         Directors of the Company (or its subsidiaries) and Designated Others.

    (b)  Subject to the provisions of the Plan, the Committee may at any time,
         or from time to time, grant shares of Stock which are subject to the
         Restrictions set forth in Section 4(b) ("Restricted Stock") to
         officers, key employees and Outside Directors of the Company (or its
         subsidiaries) and Designated Others.

    (c)  The Committee shall cause shares of Restricted Stock to be issued to
         each Outside Director immediately and automatically upon his or her
         election, re-election or appointment as a Director of the Company. If
         such Outside Director is elected at an Annual Meeting of the
         Shareholders of the Company (the "Annual Meeting"), the number of
         shares of Restricted Stock to be issued shall be 1,500. The number of
         shares of Restricted Stock to be issued to an Outside Director who is
         elected


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         or appointed at any time other than at an Annual Meeting shall be 1,500
         multiplied by a fraction, the numerator of which shall be the number of
         days after the date of such election to and including the date of the
         next Annual Meeting (which for such purpose shall be assumed to be the
         next May 15) and the denominator of which shall be 365; provided,
         however, (i) that in the case of an Outside Director elected to the
         Board for the first time during the period beginning August 1, 1996 and
         ending December 31, 1996, the number of such shares shall not be
         prorated, and each such Outside Director shall receive 1,500 shares for
         the period of his service between the date of his election and the date
         of the next Annual Meeting (assumed to be May 15, 1997); and (ii) that
         each incumbent Outside Director, elected prior to August 1, 1996, shall
         receive that number of shares of Restricted Stock which results from
         applying to 1,500 such shares the proration formula provided above,
         using for such calculation the period from August 6, 1996 until and
         including the date of the next Annual Meeting (assumed to be May 15,
         1997).

    (d)  Deleted.

    (e)  Each Option shall be evidenced by a Stock Option Agreement, and each
         Restricted Stock Award shall be evidenced by a Restricted Stock Award
         Agreement, each in a form approved by the Committee or by a Company
         officer designated by the Committee.

    (f)  Notwithstanding any other provision of the Plan, no person shall be
         granted Options for more than 250,000 shares of Stock or Restricted
         Stock Awards for more than 25,000 shares of Stock in any single fiscal
         year of the Company.

4. TERMS AND CONDITIONS.

    (a)  OPTIONS.

         (i)   An Option shall entitle the Participant who holds it to exercise
               the Option on and subject to the terms, conditions and
               restrictions of the Plan (as the Plan may be amended from time to
               time) and such additional terms, conditions and restrictions as
               may be imposed by the Committee at the time of grant.

         (ii)  Unless otherwise specified by the Committee, the term of each
               Option granted prior to May 15, 1996 (herein the "1996 Amendment
               Date") and which is In-the-Money as of the 1996 Amendment Date
               shall commence on the date of grant of the Option and shall
               expire at the close of business on the earlier of (A) the tenth
               anniversary of the date of grant or (B) the 45th day following
               the termination of the Participant's employment with, or service
               as director of, the Company (or a subsidiary). Unless otherwise
               specified by the Committee, the term of each Option granted on or
               after the 1996 Amendment Date and the term of each Option granted
               prior to the 1996 Amendment Date which is Out-of-the-Money as of
               the 1996 Amendment Date, shall commence on the Grant Date of the
               Option and shall expire at the close of business on the earliest
               of (A) the tenth anniversary of the Grant Date; or (B) the third
               anniversary of the date of termination of the Participant's
               employment with the Company (or a subsidiary) due to termination
               without Cause, resignation by mutual agreement of the Company (or
               a subsidiary) and the Participant, or death, disability or
               retirement of a Participant or the termination of service as a
               director for whatsoever reason; or (C) 90 days after the date of
               termination of a Participant's employment in the case of
               resignation or termination by the Company with 



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               Cause; or (D) in the case of a Designated Other, the date
               specified in the Stock Option Agreement.

         (iii) All Restrictions shall lapse with respect to the Restricted Stock
               subject to a Restricted Stock Award made to an Outside Director
               pursuant to Section 3(c) hereof immediately and automatically
               upon the Director's acceptance of election or appointment as a
               Director of the Company, as evidenced in such manner as may be
               established by the Committee. Unless otherwise specified by the
               Committee (which is empowered to provide different vesting
               schedules with respect to any grant of Options or Restricted
               Stock), all other Options granted under the Plan (from and after
               July 18, 1996) shall become exercisable with respect to one-third
               of the shares subject to the Option beginning on the first
               anniversary of the Grant Date and as to an additional one-third
               on each of the second and third anniversaries of the Grant Date
               (each twelve month period ending on an anniversary of a Grant
               Date being referred to herein as an "Option Year"), provided in
               each case that the Participant shall have remained an employee or
               a director of the Company (or a subsidiary), or in the case of a
               Designated Other, shall have remained in the position set forth
               in the Stock Option Agreement, continuously since the Grant Date.
               Notwithstanding the foregoing, during the remaining term of any
               Options (if not already so exercisable): (A) if a Participant's
               employment or service as a director, or in the case of a
               Designated Other, the period of service as defined in the Stock
               Option Agreement, terminates due to death, all Options held by
               the Participant at death shall become immediately exercisable in
               full; (B) upon a Change in Control, all Options held by such
               Participant who is then an employee or director of the Company
               (or a subsidiary) shall become immediately exercisable in full;
               and (C) in the event that the exercisability of an Option
               accelerates due to a Change in Control, Participants who are
               subject to Section 16(b) of the Exchange Act may not sell the
               shares acquired upon such accelerated exercise within six months
               of the Grant Date of such Option.

         (iv)  Except to the extent permitted by Rule 16b-3 or its successor,
               Options shall not be sold, assigned, transferred, pledged,
               hypothecated, or otherwise disposed of, except by will or the
               laws of descent and distribution, pursuant to a qualified
               domestic relations order ("QDRO") as defined in the Code or ERISA
               (or the rules thereunder) or as otherwise set forth in this
               Section 4(a)(iv). Each Option shall be exercisable during the
               lifetime of a Participant only by the Participant to whom it was
               granted, and after the Participant's death only by the
               Participant's estate or legal representative. To the extent
               exercisable, an Option may be exercised in whole at any time, or
               in part from time to time, during the term of the Option.

         (v)   Any Option may be converted, modified, forfeited or canceled,
               prospectively or retroactively, in whole or in part, by the
               Committee in its sole discretion; provided, however, that no such
               action shall adversely affect the rights of any Participant under
               any Option granted prior to such action without his consent.
               Except as may be otherwise provided in an Agreement, the
               Committee may, in its sole discretion, in whole or in part, waive
               any restrictions or conditions applicable to, or accelerate the
               vesting of, any Option.

    (b)  STOCK AWARDS.

         (i)   Upon the grant of a Restricted Stock Award, a stock certificate
               representing a number of shares of Stock equal to the number of
               shares of Restricted Stock granted to a Participant 

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               shall be registered in the Participant's name but shall be held
               in custody by the Company for the Participant's account. The
               Participant shall generally have the rights and privileges of a
               stockholder as to such Restricted Stock, including the right to
               vote such Restricted Stock, except that the following
               restrictions (the "Restrictions") shall apply: (A) the
               Participant shall not be entitled to delivery of the certificate
               until the Restricted Period (set forth in paragraph (iii) below)
               applicable to such Restricted Stock has expired or terminated and
               until any other conditions prescribed by the Committee are
               satisfied; (B) none of the Restricted Stock may be sold,
               transferred, assigned, pledged, or otherwise encumbered or
               disposed of during the Restricted Period applicable to such
               Restricted Stock and prior to the satisfaction of any other
               conditions prescribed by the Committee; and (C) shares of
               Restricted Stock shall be forfeited and all rights of the
               Participant to such Restricted Stock shall terminate without
               further obligation on the part of the Company unless the
               Participant has (1) remained an employee or a director of the
               Company (or a subsidiary) until the expiration or termination of
               the Restricted Period applicable to such Restricted Stock (or in
               the case of a Designated Other, the duration specified in the
               Restricted Stock Award Agreement) and (2) satisfied any other
               conditions prescribed by the Committee applicable to such
               Restricted Stock. At the discretion of the Committee, cash and
               stock dividends with respect to the Restricted Stock may be
               either currently paid or withheld by the Company for the
               Participant's account. Cash dividends so withheld by the
               Committee shall not be subject to forfeiture. Upon the forfeiture
               of any shares of Restricted Stock, such forfeited Restricted
               Stock shall be transferred to the Company without further action
               by the Participant. The Participant shall have the same rights
               and privileges, and be subject to the Restrictions, with respect
               to any shares or other property received pursuant to Section 9.

         (ii)  Upon the expiration or termination of the Restricted Period with
               respect to shares of Restricted Stock and the satisfaction of any
               other conditions prescribed by the Committee, the Restrictions
               applicable to such Restricted Stock shall lapse and a stock
               certificate for the number of shares of Stock with respect to
               which the Restricted Period has lapsed shall be delivered, free
               of all restrictions, except any that may be imposed by law, to
               the Participant or the Participant's beneficiary or estate, as
               the case may be. The Company shall not be required to deliver any
               fractional share of Stock but will pay, in lieu thereof, the Fair
               Market Value (determined as of the date the Restricted Period
               expires or terminates) of such fractional share to the
               Participant or the Participant's beneficiary or estate, as the
               case may be. No payment will be required from the Participant
               upon the issuance or delivery of any shares of Stock under this
               paragraph, except that any amount necessary to satisfy applicable
               federal, state or local tax requirements shall be withheld or
               paid promptly upon notification of the amount due and prior to or
               concurrently with the issuance or delivery of a certificate
               representing such shares.

         (iii) Unless otherwise specified by the Committee at the time of the
               award and included in the Restricted Stock Award Agreement, the
               Restrictions shall also lapse with respect to one-third of the
               Restricted Stock subject to all other Restricted Stock Awards on
               each of the first through the third anniversaries of the Grant
               Date, provided in each case that the Participant shall have
               remained an employee or a director of the Company (or a
               subsidiary) continuously since the date of grant (or in the case
               of a Designated Other, shall have complied with the terms and
               conditions of the Restricted Stock Award Agreement).
               Notwithstanding the foregoing: (A) if a Participant's employment
               or service as a director, or in the case of a Designated Other,
               the period defined in the Restricted Stock Award 

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               Agreement, terminates due to death, the Restrictions shall lapse
               with respect to all Restricted Stock Awards held by the
               Participant at death (if not already so lapsed); (B) upon a
               Change in Control, the Restrictions shall lapse with respect to
               all Restricted Stock Awards held by such Participant who is an
               employee or director of the Company (or a subsidiary) (if not
               already so lapsed); and (C) in the event of an accelerated lapse
               of Restrictions due to a Change in Control, Participants who are
               subject to Section 16(b) of the Exchange Act may not sell the
               shares of Stock whose Restrictions have so lapsed within six
               months of the Grant Date of the Restricted Stock Award pursuant
               to which such Stock was received. The "Restricted Period" as to
               any shares constituting part of a Restricted Stock Award shall be
               the period of time commencing with the Grant Date of a Restricted
               Stock Award and ending with the date on which the Restrictions
               lapse with respect to any such shares, or any portion thereof.

    (c)  In the event that the acceleration of (i) the exercisability of an
         Option or (ii) the lapse of Restrictions relating to Restricted Stock
         upon a Change in Control and a Change in Status results in excise tax
         pursuant to Section 4999 of the Code, or any successor or similar
         provision thereto, or comparable state or local tax laws, the Company
         shall pay to the Participant such additional compensation as is
         necessary (after taking into account all Federal, state and local
         income and excise taxes payable by the Participant as a result of the
         receipt of such compensation ) to place the Participant in the same
         after-tax position he would have been in had no such excise tax (or any
         interest or penalties thereon) been paid or incurred. The amount of
         such payment shall be determined by the independent accounting firm
         serving as the Company's outside auditor immediately prior to the
         Change in Control.

5. EXERCISE OF OPTIONS.

    (a)  The Exercise Price of the shares purchasable under an Option shall be
         the Fair Market Value per share on the Grant Date of such Option,
         subject to subsequent adjustment pursuant to the provisions of Section
         9.

    (b)  Options shall be considered exercised (herein the "Exercise Date") on
         the date written notice, in such form as the Committee may prescribe,
         is received by the Option Plan Administrator of the Company, advising
         of the exercise of an Option and either transmitting payment of the
         total Exercise Price for the number of shares of Stock involved or
         electing one of the alternative payment procedures set forth in Section
         5(c) below.

    (c)  The Exercise Price shall be paid in cash (including cash obtained
         through a margin loan on the shares as to which the Option is being
         exercised) or (and provided (x) the use of the following procedure by a
         Participant would comply with safeguards established by the Committee
         designed to avoid "short-swing" profits to the Participant under
         Section 16(b) of the Exchange Act, and (y) does not otherwise violate
         any applicable laws) through (i) a broker-assisted cashless exercise
         program established by the Committee, based on the actual proceeds from
         the sale of share of Stock; or (ii) in shares of Stock, valued on the
         basis of the closing market price of the Stock on the Exercise Date.

    (d)  Subject to the provisions of Section 6 and the other provisions of the
         Plan, the Stock Option Agreement and the Option, the Company shall
         issue shares of Stock in the Participant's name as soon as practicable
         (but in no event later than 30 days) after the Exercise Date. The
         Participant shall not be deemed to be a holder of any shares pursuant
         to an Option, and shall not have any 


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         rights as a stockholder in connection with such shares, until the date
         of transfer of shares of Stock to the Participant. The Company shall
         have no liability of any nature whatsoever to any Participant by reason
         of any change in the market price of the Stock during the period of
         time between the Exercise Date and the date on which any shares of
         Stock resulting from the exercise are issued or sold.

6. RESTRICTIONS.

    (a)  Notwithstanding any other provision of the Plan, an Option or
         Restricted Stock Award to the contrary, no Option shall be exercised,
         and the Company shall not be obligated to issue or transfer shares of
         Stock under any Option or Restricted Stock Award, until the Company
         shall have received such assurances as the Company may reasonably
         request from its counsel that the exercise of the Option and the
         issuance and transfer of shares pursuant to the Option or Restricted
         Stock Award will not violate the Securities Act of 1933, as amended, or
         any other applicable Federal or state laws. In connection with any such
         issuance or transfer, the Participant shall, if requested by the
         Company, give assurances satisfactory to counsel to the Company, in
         respect of the Participant's investment intent or such other matters as
         counsel to the Company may deem necessary or desirable to assure
         compliance with all applicable legal requirements.

    (b)  No provisions of the Plan or any Option or Restricted Stock Award shall
         be interpreted or construed to obligate the Company to register any
         Stock under Federal or state law.

    (c)  The Company and the Committee reserve the right to investigate at any
         time the circumstances surrounding any exercise of Options, including
         any investigation regarding whether a Participant is in compliance with
         the provisions of Section 13 hereof (or has threatened or is reasonably
         believed to intend to violate the provisions of Section 13 hereof), and
         the Company and the Committee shall have no liability or responsibility
         to any Participant for any alleged damage sustained by the Participant
         by reason of any delay in the implementation of an Option exercise
         during the pendency of any such investigation, whether by reason of any
         change in the market price of the Stock or otherwise.

    (d)  Notwithstanding any other provision hereof, the Committee shall have
         the right at any time to deny or delay a Participant's exercise of
         Options if such Participant is reasonably believed by the Committee (i)
         to be engaged in material conduct adversely affecting the Company or
         (ii) to be contemplating such conduct, unless and until the Committee
         shall have received reasonable assurance that the Participant is not
         engaged in, and is not contemplating, such material conduct adverse to
         the interests of the Company.

    (e)  Participants are and at all times shall remain subject to the trading
         window policies adopted by the Company from time to time throughout the
         period of time during which they may exercise Options or sell
         Restricted Stock granted pursuant to the Plan. Participants may request
         at any time a copy of any calendar of scheduled open windows by
         contacting the Option Plan Administrator.

7. FAIR MARKET VALUE.

    (a)  During any period that the Company's Stock is Actively Traded, Fair
         Market Value shall be equal to the average selling price of a share of
         Stock on the exchange or national market system on which the Stock is
         traded, on the date of grant of an option to acquire Stock pursuant to
         the Plan, or pursuant to such other method as the Committee may
         reasonably specify for determining the 


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         Stock's Fair Market Value.

   (b) During any period during which the Company's Stock is not Actively
       Traded, Fair Market Value shall be determined by the Committee.

8. TERM.

   This Amended and Restated Plan shall be effective as of the date set forth on
   the first page hereof. No Option or Restricted Stock Award shall be granted
   under the Plan after February 12, 2006, but the Plan shall continue in effect
   thereafter with respect to any previously granted Options and Restricted
   Stock Awards that remain outstanding and the duration of any such grant or
   award shall not be affected by the expiration of the Plan.

9. ADJUSTMENTS.

   In the event that any recapitalization, or reclassification, split-up or
   consolidation of shares of Stock shall be effected, or the outstanding shares
   of Stock shall, in connection with a merger or consolidation of the Company
   or a transaction or series of related transactions that results in the sale
   of all or substantially all of the Company's assets, be exchanged for a
   different number or class of shares of stock or other securities or property
   of the Company or any other Person, or a record date or dates for
   determination of holders of Stock entitled to receive a dividend payable in
   stock or a liquidating dividend (or series of dividends) shall occur,
   equitable and proportional adjustments aimed at preventing the inequitable
   enlargement or dilution of any rights hereunder shall be made to (i) the
   number and class of shares or other securities or property that may be issued
   or transferred pursuant to the Plan and any outstanding Options and
   Restricted Stock Awards and (ii) the Exercise Price to be paid per share
   under any outstanding Options; PROVIDED, HOWEVER, that in the event of a
   merger or consolidation of the Company, or similar transaction pursuant to
   which the outstanding Stock is exchanged for cash or other property, the
   unexercised Options shall thereafter be exercisable for, and the Restricted
   Stock Awards shall entitle the Participant to receive, the cash or other
   property which an Option or Restricted Stock Award holder, as the case may
   be, would have been entitled to receive had the Options been exercised, or
   the Restrictions relating to the Restricted Stock Award lapsed, immediately
   prior to the record date for such merger, consolidation or similar
   transaction except to the extent that provision is made in writing in
   connection with such transaction for (1) the assumption of the Options by, or
   the substitution for the Options of new options covering the stock of, a
   successor acquiring corporation, in each case providing terms no less
   favorable to the holder of such Options than would an assumption or
   substitution described in Treasury Regulation '1.425-1(a) that would not
   constitute a "modification" for purposes of Code '424(a), and (2) the
   substitution for Restricted Stock Awards of stock of a successor or acquiring
   corporation having terms no less favorable to the holder thereof than the
   terms of the Restricted Stock Award in effect before such transaction.

10. ADMINISTRATION.

   (a)   The Plan shall be administered by the Committee. The Committee shall,
         subject to the provisions of the Plan, have full power and authority to
         administer the Plan, to select the Participants in the Plan, and,
         except for grants and awards which are automatically made to Outside
         Directors as provided pursuant to Section 3 of the Plan, to determine
         the number of shares to be made subject to each Option and Restricted
         Stock Award and all terms and conditions of each Option and Restricted
         Stock Award. The Committee shall have the power to interpret the Plan
         and to adopt such rules for the administration, interpretation and
         application of the Plan as are consistent therewith and to interpret,
         amend or revoke any such rules. All actions taken and all
         interpretations and



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         determinations made by the Committee shall be final and binding upon
         all Participants, the Company and all other interested persons, absent
         a determination by a court of competent jurisdiction that the Committee
         has acted in bad faith or has engaged in reckless or willful
         misconduct.

    (b)  Members of the Committee and the Board and officers administering this
         Plan shall be fully protected in taking actions under the Plan or in
         relying upon the advice of counsel and shall incur no liability except
         for bad faith, recklessness or willful misconduct in the performance of
         their duties.

    (c)  Except as required by Rule 16b-3 with respect to grants of Options to
         individuals who are subject to Section 16 of the Exchange Act, or as
         otherwise required for compliance with Rule 16b-3 or other applicable
         law, the Committee may delegate all or any part of its authority under
         the Plan to an employee, employees or committee of employees.

    (d)  To the extent the Committee deems it necessary, appropriate or
         desirable to comply with foreign law or practices and to further the
         purpose of the Plan, the Committee may, without amending this Plan,
         establish special rules applicable to Options granted to Participants
         who are foreign nationals, are employed outside the United States, or
         both, including rules that differ from those set forth in the Plan, and
         grant Options to such Participants in accordance with those rules.

    (e)  Determinations by the Committee under the Plan relating to the form,
         amount and terms and conditions of grants and awards need not be
         uniform, and may be made selectively among persons who receive or are
         eligible to receive grants and awards under the Plan, whether or not
         such persons are similarly situated.

11. GENERAL PROVISIONS.

    (a)  Nothing in this Plan or in any instrument executed pursuant hereto
         shall confer upon any Person any right to continue in the employment or
         other service of the Company (or any subsidiary), or shall affect the
         right of the Company (or any subsidiary) to terminate the employment or
         other service of any person at any time with or without Cause.

    (b)  The Company may make appropriate provisions for the withholding of any
         taxes which the Company determines it is required to withhold in
         connection with any Option or Restricted Stock Award including, at the
         request of a Participant and provided that it does not violate any
         applicable laws, the payment of such withholding taxes through a
         broker-assisted sale of a sufficient number of shares underlying the
         Option or subject to the Restricted Stock Award or by delivery to the
         Company of shares of Stock previously owned by the Participant, in
         either case having an actual sale price equal to the amount of such
         taxes. Notwithstanding the foregoing, a Participant whose transactions
         in Stock are subject to Section 16(b) of the Exchange Act may make a
         share withholding election only if it complies with safeguards
         established by the Committee designed to avoid "short swing" profits to
         the Participant under Section 16(b) of the Exchange Act. The
         certificates evidencing a Restricted Stock Award made to an Outside
         Director pursuant to Section 3(c) hereof shall be automatically reduced
         by 28% to provide for the estimated Federal income tax payment
         obligation of the Outside Director, or by such other higher percentage
         as may be required by law to be withheld, with the Company remitting to
         the appropriate tax authorities the fair market value of the Restricted
         Stock Award for which the certificates are not so delivered.



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    (c)  By accepting any benefits under the Plan, each Participant, and each
         Person claiming under or through the Participant, shall be conclusively
         deemed to have indicated acceptance and ratification of, and consent
         to, all provisions of the Plan. Each Participant hereby further agrees
         that amendments and modifications to the Plan, which may be adopted
         from time to time by the Committee and/or the Board of the Corporation
         (as set forth in Section 12 hereof), shall be binding upon such
         Participant and upon all Options or Restricted Stock which the
         Participant may hold, including (with retroactive effect) Options or
         Restricted Stock previously granted to the Participant, except to the
         extent set forth in Section 12 hereof.

    (d)  With respect to Participants subject to Section 16 of the Exchange Act,
         transactions under the Plan are intended to comply with all applicable
         provisions of Rule 16b-3 or its successor. To the extent any provision
         the Plan or action by the Plan administrators fails to so comply, it
         shall be deemed null and void, to the extent permitted by law and
         deemed advisable by the Committee.

    (e)  A Participant shall have no rights as a stockholder of the Company with
         respect to any Shares to be issued upon exercise of an Option until
         such Participant has exercised such Option and becomes a holder of such
         Shares.

12. AMENDMENTS; MODIFICATION AND TERMINATION.

    This Plan may be amended or modified by the Committee, with ratification by
    the Board, or terminated by the Board, at any time and in any respect,
    except that no amendment shall be made without the approval of the
    shareholders of the Company if shareholder approval would be required by
    Rule 16b-3 under the Exchange Act or any other law or rule of any
    governmental authority, stock exchange or other self-regulatory organization
    to which the Company is subject. No such amendment, modification or
    termination shall have effect to reduce the number of shares as to which any
    Option or Restricted Stock Award previously has been granted to a
    Participant; to extend the vesting schedule with respect to any Option or
    Restricted Stock Award or to extend the period of non-competition or
    confidentiality as set forth in Section 13 hereof. In the event of the
    passage of any law, rule or regulation or a determination by any regulatory
    agency or court, requiring an adverse change in the Company's accounting or
    tax treatment relating to the Plan, the Committee shall have the right to
    modify the terms of outstanding Options and Restricted Stock Awards to the
    extent necessary to avoid the adverse consequences of such change.

13. CONFIDENTIALITY AND NON-COMPETITION; CONDUCT NOT IN THE INTEREST OF THE
    CORPORATION.

    By accepting Options or Restricted Stock Awards under the Plan and as a
    condition to the exercise of Options and the enjoyment of any of the
    benefits of the Plan, each Participant agrees as follows:

    (a)  CONFIDENTIALITY -- During the period of each Participant's employment
         or service as a director with the Company (or the Participant's
         engaging in any other activity with or for the Company) and for a two
         year period thereafter, each Participant shall treat and safeguard as
         confidential and secret all Confidential Information received by such
         Participant at any time. Without the prior written consent of the
         Company, except as required by law, such Participant will not disclose
         or reveal any Confidential Information to any third party whatsoever or
         use the same in any manner except in connection with the businesses of
         the Company and its subsidiaries. In the event that a Participant is
         requested or required (by oral questions, interrogatories, requests for
         information or documents, subpoena, civil investigative demand or other
         process) to disclose (i) any Confidential Information 


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<PAGE>

         or (ii) any information relating to his opinion, judgment or
         recommendations concerning the Company or its subsidiaries as developed
         from the Confidential Information, Participant will provide the Company
         with prompt written notice of any such request or requirement so that
         the Company may seek an appropriate protective order or waive
         compliance with the provisions contained herein. If, failing the entry
         of a protective order or the receipt of a waiver hereunder, Participant
         is, in the reasonable opinion of his counsel, compelled to disclose
         Confidential Information, Participant shall disclose only that portion
         of the Confidential Information which his counsel advises that he is
         compelled to disclose and will exercise best efforts to obtain
         assurances that confidential treatment will be accorded such
         Confidential Information.

    (b)  NON-COMPETITION -- During the period of employment with the Company or
         its subsidiaries and, for a two-year period thereafter (the
         "Non-Compete Period"), each Participant shall not, without prior
         written consent of the Committee, do, directly or indirectly, any of
         the following:

         (1)   own, manage, control or participate in the ownership, management,
               or control of, or be employed or engaged by or otherwise
               affiliated or associated with, any other corporation,
               partnership, proprietorship, firm, association or other business
               entity, or otherwise engage in any business which competes with
               the business of the Company or any of its subsidiaries (as such
               business is conducted during the term of such Participant's
               employment with the Company or its subsidiaries) in the
               geographical regions in which such business is conducted;
               PROVIDED, HOWEVER, that the ownership of a maximum of one percent
               of the outstanding stock of any publicly traded corporation shall
               not violate this covenant; or

         (2)   employ, solicit for employment or assist in employing or
               soliciting for employment any present, former or future employee,
               officer or agent of the Company or any of its subsidiaries.

         In the event any court of competent jurisdiction should determine that
         the foregoing covenant of non-competition is not enforceable because of
         the extent of the geographical area or the duration thereof, then the
         Company and the affected Participant hereby petition such court to
         modify the foregoing covenant to the extent, but only to the extent,
         necessary to create a covenant which is enforceable in the opinion of
         such court, with the intention of the parties that the Company shall be
         afforded the maximum enforceable covenant of non-competition which may
         be available under the circumstances and applicable law.

    (c)  Each Participant acknowledges that remedies at law for any breach by
         him of this section 13 may be inadequate and that the damages resulting
         from any such breach are not readily susceptible to being measured in
         monetary terms. Accordingly, each Participant acknowledges that upon
         his violation of any provision of this Section 13, the Company will be
         entitled to immediate injunctive relief and may obtain an order
         restraining any threatened or future breach. Each Participant further
         agrees, subject to the proviso at the end of this sentence, that if he
         violates any provision of this Section 13, he shall immediately forfeit
         any rights and benefits under this Plan and shall return to the Company
         any unexercised Options and forfeit the rights under any Restricted
         Stock Awards and shall return any shares of Stock held by such
         Participant received upon exercise of any Option or the lapse of the
         Restrictions relating to Restricted Stock Awards granted hereunder,
         together with any proceeds from sales of any shares of Stock received
         upon exercise of such Options or the lapse of Restrictions of such
         Restricted Stock Awards; PROVIDED, HOWEVER, that upon violation of



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<PAGE>

         subsection (b) of this Section, the forfeiture and return provisions
         contained in this sentence shall apply only to Options which have
         become exercisable, and Restricted Stock, the Restrictions with respect
         to which have lapsed, and in any such case the proceeds of sales
         therefrom, during the two year period immediately prior to termination
         of the Participant's employment. Nothing in this Section 13 will be
         deemed to limit, in any way, the remedies at law or in equity of the
         Company, for a breach by Participant of any of the provisions of this
         Section 13.

    (d)  Each Participant agrees to provide written notice of the provisions of
         this Section 13 to any future employer of Participant, and the Company
         expressly reserves the right to provide such notice to the
         Participant's future employer(s).

    (e)  If any provision or part of any provision of this Section 13 is held
         for any reason to be unenforceable, (i) the remainder of this Section
         13 shall nevertheless remain in full force and effect and (ii) such
         provision or part shall be deemed to be amended in such manner as to
         render such provision enforceable.

14. GOVERNING LAW.

    The validity, construction and effect of the Plan and any rules relating to
    the Plan shall be determined in accordance with the laws of the State of
    Delaware and applicable Federal law.

15. ARBITRATION.

    The Company and each Participant hereby agree that in the event of any
    dispute or controversy arising with respect to the Plan, any Stock Option
    Agreement, the exercise of any Option (or the disallowance of any exercise
    at any time, for any reason) or any other matter relating to Options or
    Restricted Stock Awards, then such dispute or controversy shall be submitted
    by the parties to mandatory and binding arbitration before a panel of
    arbitrators appointed by the American Arbitration Association ("AAA"), each
    of whom shall be knowledgeable in matters of securities in general and, if
    possible, the administration of stock option programs similar to the Plan.
    The arbitration proceedings shall be conducted in whichever of the following
    cities is closest to the work location of the affected Participant: Delray
    Beach, Florida; New York, New York; Kansas City, Missouri; Jackson,
    Mississippi; or Atlanta, Georgia. The decision of the Company as to which
    city is closest to the work location of the Participant shall be conclusive
    and binding, except for manifest error. The decision of the arbitrators
    shall be rendered in writing, shall be promptly rendered after a hearing on
    the matter and shall be final, conclusive and binding and may be
    incorporated in a final judgment rendered by any court of competent
    jurisdiction.

    Notwithstanding the foregoing, nothing contained herein shall preclude the
    Company from seeking injunctive or other relief from any court of competent
    jurisdiction to enforce the provisions of Section 13 hereof.

16. DEFINITIONS.

    The following terms, when used in the Plan, shall have the meanings set
    forth below:

         ACTIVELY TRADED: Trading of Company Stock on the New York Stock
         Exchange, the American Stock Exchange or the NASDAQ National Market
         System in an average weekly volume that equals at least 0.20% of the
         then outstanding Company Stock for each of at least four weeks in a
         row.

         BENEFICIAL OWNER: With respect to any securities of the Company, any
         Person who is a beneficial 


                                       11
<PAGE>

         owner of such securities as defined in rule 13d-3 under the Exchange
         Act. The Committee may from time to time adopt interpretations or
         pronouncements as to who shall be deemed to be Beneficial Owners of the
         Company's outstanding voting securities as of a given date, which
         interpretation shall be final and binding on all Participants, the
         Company and all other interested Persons.

         BOARD: The Board of Directors of the Company.

         CAUSE: Any cause stated in an employment agreement between the Company
         and the Participant and/or material violations of employment agreements
         or the terms of this Plan, acts of dishonesty with respect to the
         Company, insubordination, divulging confidential information about the
         Company, interference with the relationship between the Company and any
         supplier, client, customer, similar person, or performance of any act
         or omission which the Committee, in its sole discretion, deems to be
         sufficiently injurious to the interest of the Company to constitute
         cause.

         CHANGE IN CONTROL: The occurrence of any of the following: (i) a merger
         or consolidation to which the Company is a party if the individuals and
         entities who were stockholders of the Company immediately prior to the
         effective date of such merger or consolidation are Beneficial Owners of
         less than 50% of the total combined voting power for election of
         directors of the surviving corporation following the effective date of
         such merger or consolidation; or (ii) any Person becomes the Beneficial
         Owner in the aggregate of securities of the Company representing 50% or
         more of the total combined voting power of the Company's then issued
         and outstanding securities unless such Person (or a Person owned
         directly or indirectly by such Person) was the Beneficial Owner,
         directly or indirectly, as of the Grant Date applicable to the affected
         Participant, of more than 50% of the Company's voting securities
         outstanding as of such Grant Date; or (iii) the sale of all or
         substantially all of the assets of the Company to any person or entity
         that is not a wholly-owned subsidiary of the Company; or (iv) the
         stockholders of the Company approve any plan or proposal for the
         liquidation of the Company.

         CODE: Internal Revenue Code of 1986, as amended.

         COMMITTEE: A committee designated by the Board consisting of not less
         than two members of the Board who are "non-employee directors" as
         defined in Rule 16b-3 under the Exchange Act, to administer the Plan.

         COMPANY: Sunbeam Corporation (formerly known as Sunbeam-Oster Company,
         Inc.)

         CONFIDENTIAL INFORMATION: Any information not generally known to the
         public, including, without limiting the generality of the foregoing,
         any customer lists, supplier lists, trade secrets, invention, formulas,
         methods or processes, whether or not patented or patentable, channels
         of distribution, business plans, pricing policies and records,
         financial information of any sort and inventory records of the Company
         or any affiliate (and such other information normally understood to be
         confidential or otherwise designated as such in writing by the Company
         or its subsidiaries). It is not necessary, however, that any
         information be formally designated as "confidential" if it falls within
         any of the foregoing categories and is not generally known to the
         public.

         DESIGNATED OTHER: Any consultant, advisor, contractor or agent of the
         Company or its subsidiaries, who is not an employee, officer or Outside
         Director of the Company and who is granted Options or a Restricted
         Stock Award pursuant to this Plan.


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<PAGE>

         EFFECTIVE DATE: January 1, 1991; Amended and Restated as of May 15,
         1996.

         ERISA: Titles I and IV of the Employee Retirement Income Security Act
         of 1974, as amended.

         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

         EXERCISE PRICE: The Exercise Price of shares purchasable upon exercise
         of an Option, as determined pursuant to the terms of Section 5(a).

         FAIR MARKET VALUE: The fair market value of a share of Stock, as
         determined pursuant to the terms of Section 7.

         GRANT DATE: The date as of which the Committee (or such other committee
         of the Board of Directors of the Company as shall be empowered to grant
         Options or to make awards of Restricted Stock) shall grant Options or
         Restricted Stock, as the case may be, to a Participant under the Plan,
         as so designated by such Committee.

         IN-THE-MONEY: Options to acquire Stock are considered to be
         "in-the-money" if the exercise price of the Option is less than the
         current market price of the Stock.

         NEXT OPTION INCREMENT: This term shall have the meaning ascribed to it
         in Section 4(a)(iii).

         OPTION: An option, granted under the Plan, to purchase shares of Stock
         at the Exercise Price. Options granted under the Plan shall not be
         incentive stock options pursuant to Section 422 of the Code.

         OPTION YEAR: This term shall have the meaning ascribed to it in Section
         4(a)(iii).

         OUT-OF-THE-MONEY: Options to acquire Stock are considered to be
         "out-of-the-money" if the exercise price is equal to or greater than
         the current market price of the Stock.

         OUTSIDE DIRECTOR: A director of the Company who is not either: (i) an
         officer or employee of the Company, or (ii) a Beneficial Owner of, or
         an officer or employee of any Person which is a direct or indirect
         Beneficial Owner of, more than 10% of the outstanding Stock.

         PARTICIPANT: An officer, employee, Outside Director of the Company (or
         a subsidiary of the Company) or Designated Other who is granted an
         Option or a Restricted Stock Award under the Plan by the Committee.
         Upon the death of a Participant, the "Participant" shall be deemed to
         mean the Participant's estate or legal representative.

         PERSON: Any individual, corporation, partnership, association, company,
         trust, joint venture or other organization or entity or group of
         associated persons or entities acting in concert. As used herein,
         references to the male gender shall include the female gender or the
         neuter, as applicable.

         PLAN: The Sunbeam Corporation Stock Option Plan herein set forth, as it
         may be amended from time to time.

         RESTRICTED PERIOD: This term shall have the meaning ascribed to it in
         Section 4(b)(iii).


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<PAGE>

         RESTRICTED STOCK: Shares of Stock granted pursuant to Section 3(b) or
         (c) of the Plan.

         RESTRICTED STOCK AWARD: The grant of Shares of Restricted Stock to a
         Participant pursuant to Section 3(b) or 3(c) of the Plan.

         RESTRICTED STOCK AWARD AGREEMENT: The agreement described in Section
         3(e).

         RESTRICTIONS: The restrictions described in Section 4(b) relating to
         Restricted Stock.

         "SHARES" or "STOCK": The Common Stock, $0.01 par value per share, of
         the Company, or such other class of securities as may be applicable
         pursuant to the provisions of Section 9.

         STOCK OPTION AGREEMENT: The agreement described in Section 3(e).


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