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                                     APPENDIX B
                                         TO
                     COLEMAN RETIREMENT INCENTIVE SAVINGS PLAN


       The following Amendments to the Coleman Retirement Incentive Savings 
Plans ("CRISP") are made effective as of the dates stated herein by The 
Coleman Company, Inc. (the "Company").

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

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

       NOW, THEREFORE, the Plan shall be amended as follows:

       APPENDIX B shall be added and shall read as follows:

              On or about April 1, 1997, a portion of the Coleman Powermate
              Employees' 401(k) Plan (the "Prior Plan") was merged into this
              Plan.  The prohibition against reduction or elimination of
              protected benefits shall fully apply and no protected benefit
              shall be reduced or eliminated except as otherwise permitted by
              statute, regulation or other IRS administrative announcement.  In
              addition to the accounts otherwise maintained under the Plan for
              Members the following additional Prior Plan accounts shall be
              maintained: 401(k) account, rollover account, post-tax
              contribution account, and matching account.  The following
              paragraphs describe the treatment of certain benefits which have
              been preserved or modified in accordance with MS CRISP or
              applicable law.

                     NORMAL FORM OF PAYMENT.  The normal form of payment for the
              Member's Prior Plan accounts , as well as for that portion of the
              Member's accounts under this Plan which are attributable to
              contributions (both Member and Employer) made with respect to the
              period prior to January 1, 1999, shall be a Qualified Joint and
              Survivor Annuity (as defined in the Prior Plan) and the qualified
              preretirement survivor annuity, and the rules of the Prior Plan
              concerning the same shall apply.  The portion of the Member's
              accounts under this Plan which are attributable to contributions
              (both Member and Employer) made with respect to the period prior
              to January 1, 1999 shall be treated, for purposes of Sections
              401(a)(11) and 417 of the Code as accounts which are separate from
              the portion of the Member's accounts under this Plan which are
              attributable to contributions (both Member and Employer) made with
              respect to the period after December 31, 1999.

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                     HARDSHIP AND AGE 59-1/2 WITHDRAWALS.  Hardship and 
              age 59-1/2 withdrawals from the Member's accounts shall be made in
              accordance with Section 6.6 of this Plan; provided, however, that:

              (i)    to the extent that a withdrawal is otherwise permitted
                     pursuant to Section 6.6 of this Plan, such withdrawal must
                     be made from the Member's accounts, in the following
                     sequence:
                     
                     (A)    from the Member's Prior Plan post-tax contribution
                            account (notwithstanding the absence of a reference
                            to post-tax contributions under Section 6.6),

                     (B)    after the Prior Plan post-tax contribution account
                            has been depleted, from the Member's Prior Plan
                            rollover account (as well as from any Rollover
                            Contributions Account under this Plan attributable
                            to rollovers made with respect to the period prior
                            to January 1, 1999), and

                     (C)    after the accounts referenced in clause (B) have
                            been depleted, from the Member's Prior Plan 401(k)
                            account (as well as from the Member's Before-Tax
                            Contributions Account attributable to contributions
                            made with respect to the period prior to January 1,
                            1999), and

                     (D)    after the accounts referenced in clause (C) have
                            been depleted, from the Member's other accounts
                            under this Plan, but only to the extent that a
                            withdrawal from such other accounts is otherwise
                            permitted pursuant to Section 6.6 of this Plan; 

              (ii)   to the extent that such a withdrawal is made from any of
                     the Member's foregoing accounts referenced under clauses
                     (A), (B) or (C) of the foregoing subsection (i), the normal
                     form of payment of any withdrawal under Section 6.6 shall
                     be a Qualified Joint and Survivor Annuity (as defined in
                     the Prior Plan), unless the Member elects to receive a lump
                     sum cash payment, and the rules of the Prior Plan
                     concerning the selection of such optional form of benefit
                     payment shall apply. 

              (iii)  in determining the income tax consequences to the Member of
                     a withdrawal pursuant to Section 6.6 of this Plan, the
                     rules of Section 72(d)(2) of the Code shall apply.

                     VESTING.  The 5-year vesting schedule set forth in Section
              5.2 of the Plan shall apply in determining the vested percentage
              of the Member's 


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              Prior Plan matching and profit sharing accounts rather than the 
              7-year vesting currently being utilized under the
              Prior Plan.
                     
                     Any forfeitures arising from a Participant's accounts shall
              be applied as described in Section 6.3(f) and Section 4.2 of the
              Plan.

                     BENEFICIARY DESCRIPTION.  The beneficiary of a Member's
              Prior Plan accounts , as well as for that portion of the Member's
              accounts under this Plan which are attributable to contributions
              (both Member and Employer) made with respect to the period prior
              to January 1, 1999, shall be such person or persons, or entity or
              entities, designated in a written instrument filed by the Member
              with the Plan Administrator.  If the Member fails to file a
              beneficiary description with the Plan Administrator, or if the
              designated Beneficiary predeceases Member or cannot be found after
              the Member's death, such accounts shall be paid to the Member's
              surviving spouse; or if the Member's spouse fails to survive the
              Member, such accounts shall be paid to the Member's then surviving
              children, in equal shares; or if the Member's spouse and children
              fail to survive the Member, such accounts shall be paid to the
              Member's estate.  A Member shall have the right to make a
              beneficiary designation at any time during the Member's lifetime
              and to change a beneficiary designation at any time and from time
              to time during the Member's lifetime by filing a late beneficiary
              designation with the Plan Administrator.

              Notwithstanding the foregoing, in the case of a Member subject to
              the qualified preretirement survivor annuity rules, the
              beneficiary of that Member shall, to the extent of the qualified
              preretirement survivor annuity, be the Member's spouse unless a
              qualified election has been made providing otherwise.

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IN WITNESS WHEREOF, the authorized officers of The Coleman Company, Inc. have 
signed this document and have affixed the corporate seal, effective as of the 
15 day of March, 1999.
        
       
                                          THE COLEMAN COMPANY, INC.

ATTEST:
                                          By /s/ Ronald R. Richter    
                                            -------------------------
                                                 Ronald R. Richter

                                          Its    Vice President and Treasurer

By /s/ Janet G. Kelley      
  ----------------------
       Janet G. Kelley

Its    Vice President and Secretary