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                              THE COLEMAN COMPANY, INC.
                           EXECUTIVE ANNUAL INCENTIVE PLAN


          i.   PURPOSE.

          The purpose of The Coleman Company, Inc. Executive Annual Incentive 
Plan is to encourage behaviors that create superior financial performance and 
to strengthen the commonality of interests between Plan Participants and 
owners in creating superior shareholder value.

          ii.   DEFINITIONS.

          The following terms, as used herein, shall have the following 
meanings:

                   (i)    "Award" shall mean an annual incentive
                          compensation award, granted pursuant to the Plan,
                          which is contingent upon the attainment of
                          Performance Factors with respect to a Performance
                          Period.

                   (ii)   "Board" shall mean the Board of Directors of the
                          Company.

                   (iii)  "Code" shall mean the Internal Revenue Code of
                          1986, as amended.

                   (iv)   "Committee" shall mean the Committee of the Board
                          appointed to administer the Plan in accordance
                          with Section 3.

                   (v)    "Company" shall mean, collectively, the Coleman
                          Company, Inc. and its subsidiaries.

                   (vi)   "Covered Employee" shall have the meaning set
                          forth in Section 162(m)(3) of the Code.

                   (vii)  "Exchange Act" shall mean the Securities Exchange
                          Act of 1934, as amended.

                   (viii) "Executive Officer" shall mean an officer 

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                          of the Company who is an "executive officer" 
                          within the meaning of Rule 3b-7 promulgated 
                          under the Exchange Act.

                   (ix)   "Participant" shall mean an officer, employee or
                          other associate of the Company who is, pursuant to
                          Section 4 of the Plan, selected to participate
                          herein.

                   (x)    "Performance Factors" shall mean the criteria and
                          objectives, determined by the Committee, which
                          must be met during the applicable Performance
                          Period as a condition of the Participant's receipt
                          of payment with respect to an Award.  Performance
                          Factors may include any or all of the following: 
                          revenue; net sales; operating income; earnings
                          before all or any of interest, taxes, depreciation
                          and/or amortization ("EBIT", "EBITA" or "EBITDA");
                          cash flow; working capital and components thereof;
                          return on equity; return on assets; market share;
                          sales (net or gross) measured by product line,
                          territory, customer(s), or other category;
                          earnings per share; earnings from continuing
                          operations; net worth; levels of expense, cost or
                          liability by category, operating unit or any other
                          delineation; or any increase or decrease of one or
                          more of the foregoing over a specified period. 
                          Such Performance Factors may relate to the
                          performance of the Company, a business unit,
                          product line, territory, or any combination
                          thereof.  With respect to Participants who are not
                          Executive Officers, Performance Factors may also
                          include such objective or subjective performance
                          goals as the Committee may, from time to time,
                          establish.  Subject to Section 5(c) hereof, the
                          Committee shall have the sole discretion to
                          determine whether, or to what extent, Performance
                          Factors are achieved.

                   (xi)   "Performance Period" shall mean the 

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                          Company's fiscal year.

                   (xii)  "Plan" shall mean The Coleman Company, Inc.
                          Executive Annual Incentive Plan.

          iii. ADMINISTRATION.

          The Plan shall be administered by the Management Compensation and 
Stock Option Committee of the Board of Directors.  The Committee shall have 
the authority in its sole discretion, subject to and not inconsistent with 
the express provisions of the Plan, to administer the Plan and to exercise 
all the powers and authorities either specifically granted to it under the 
Plan or necessary or advisable in the administration of the Plan, including, 
without limitation, the authority to grant Awards; to determine the persons 
to whom and the time or times at which Awards shall be granted; to determine 
the terms, conditions, restrictions and performance criteria, including 
Performance Factors, relating to any Award; to determine whether, to what 
extent, and under what circumstances an Award may be settled, canceled, 
forfeited, or surrendered; to make adjustments in the Performance Factors in 
recognition of unusual or non-recurring events affecting the Company or the 
financial statements of the Company, or in response to changes in applicable 
laws, regulations, or accounting principles; to construe and interpret the 
Plan and any Award; to prescribe, amend and rescind rules and regulations 
relating to the Plan; to determine the terms and provisions of Awards; and to 
make all other determinations deemed necessary or advisable for the 
administration of the Plan.

          The Committee shall consist of two or more persons each of whom 
shall be an "outside director" within the meaning of Section 162(m) of the 
Code.  All decisions, determinations and interpretations of the Committee 
shall be final and binding on all persons, including the Company and the 
Participant (or any person claiming any rights under the Plan from or through 
any Participant).

          No member of the Board or the Committee shall be liable for any 
action taken or determination made in good faith with respect to the Plan or 
any Award granted hereunder.

          iv.    ELIGIBILITY.

          Awards may be granted to Participants in the sole discretion of the 
Committee.  Subject to Section 5(b) below, in determining the persons to whom 
Awards shall be granted and the Performance Factors relating to each Award, 
the Committee shall take into account such factors as the Committee shall 
deem relevant in connection with accomplishing the purposes of the Plan.

          v.     TERMS OF AWARDS.

          Awards granted pursuant to the Plan shall be communicated to 
Participants in such form as the Committee shall from time to time approve 
and the terms and conditions of such Awards shall be set forth therein.

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                      (i)      IN GENERAL.  The Committee shall specify with 
                             respect to a Performance Period the Performance 
                             Factors applicable to each Award.  Performance 
                             Factors may include a level of performance 
                             below which no payment shall be made and levels 
                             of performance at which specified percentages 
                             of the Award shall be paid as well as a maximum 
                             level of performance above which no additional 
                             award will be paid.  Unless otherwise provided 
                             by the Committee in connection with specified 
                             terminations of employment, payment in respect 
                             of Awards shall be made only if and to the 
                             extent the Performance Factors with respect to 
                             such Performance Period are attained.  
                           
                      (ii)     SPECIAL PROVISIONS REGARDING AWARDS. 
                             Notwithstanding anything to the contrary 
                             contained in this Section 5, in no event shall 
                             payment in respect of Awards granted for a 
                             Performance Period be made to a Participant in 
                             an amount that exceeds $2,000,000 (two million) 
                             and in no event may the Committee increase at 
                             its discretion the amount of an Award payable 
                             to a Covered Employee upon attainment of the 
                             specified Performance Factors.
                           
                      (iii)    TIME AND FORM OF PAYMENT.  Unless otherwise 
                             determined by the Committee, all payments in 
                             respect of Awards granted under this Plan shall 
                             be made, in cash, within a reasonable period 
                             after the end of the Performance Period.  In 
                             the case of Participants who are Covered 
                             Employees, unless otherwise determined by the 
                             Committee, such payments shall be made only 
                             after achievement of the Performance Factors 
                             has been certified by the Committee.

          vi.  GENERAL PROVISIONS.

                      (i)      COMPLIANCE WITH LEGAL REQUIREMENTS.  The Plan 
                             and the granting and payment of Awards, and the 
                             other obligations of the Company under the Plan 
                             shall be subject to all applicable federal and 
                             state laws, rules and regulations, and to such 
                             approvals by any regulatory or governmental 

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                             agency as may be required.
                             
                      (ii)     NONTRANSFERABILITY.  Awards shall not be 
                             transferable by a Participant except upon the 
                             Participant's death following the end of the 
                             Performance Period but prior to the date 
                             payment is made, in which case the Award shall 
                             be transferable by will or the laws of descent 
                             and distribution.  

                      (iii)    NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing in the
                             Plan or in any Award granted pursuant hereto 
                             shall confer upon any Participant the right to 
                             continue in the employ of the Company or to be 
                             entitled to any remuneration or benefits not set 
                             forth in the Plan or to interfere with or limit 
                             in any way the right of the Company to terminate 
                             such Participant's employment.

                      (iv)     WITHHOLDING TAXES.  Where a Participant or 
                             other person is entitled to receive a payment 
                             pursuant to an Award hereunder, the Company 
                             shall have the right to require the Participant 
                             or such other person to pay to the Company the 
                             amount of any taxes that the Company may be 
                             required to withhold before delivery to such 
                             Participant or other person of such payment.

                      (v)      AMENDMENT, TERMINATION AND DURATION OF THE PLAN.
                             The Board or the Committee may at any time and from
                             time to time alter, amend, suspend, or 
                             terminate the Plan in whole or in part; 
                             PROVIDED THAT, no amendment that requires 
                             shareholder approval in order for the Plan to 
                             continue to comply with Code Section 162(m) 
                             shall be effective unless the same shall be 
                             approved by the requisite vote of the 
                             shareholders of the Company. Notwithstanding 
                             the foregoing, no amendment shall affect 
                             adversely any of the rights of any Participant 
                             under any Award following the end of the 
                             Performance Period to which such Award relates.

                      (vi)     PARTICIPANT RIGHTS.  No Participant shall have 
                             any claim to be granted any Award under the Plan, 
                             and 

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                             there is no obligation for uniformity of treatment 
                             for Participants.

                      (vii)    TERMINATION OF EMPLOYMENT.  Unless otherwise
                             provided by the Committee in connection with
                             specified terminations of employment, if a
                             Participant's employment terminates for any reason
                             prior to the end of a Performance Period, no Award
                             shall be payable to such Participant for that
                             Performance Period.  A Participant who is
                             terminated for gross misconduct after the end of
                             the Performance Period shall forfeit participation
                             in the Plan, and no Award shall be payable to such
                             a Participant.

                      (viii)   UNFUNDED STATUS OF AWARDS.  The Plan is intended
                             to constitute an "unfunded" plan for incentive and
                             deferred compensation.  With respect to any
                             payments not yet made to a Participant pursuant to
                             an Award, nothing contained in the Plan or any
                             Award shall give any such Participant any rights
                             that are greater than those of a general creditor
                             of the Company.

                      (ix)     GOVERNING LAW.  The Plan and all determinations 
                             made and actions taken pursuant hereto shall be 
                             governed by the laws of the State of Delaware 
                             without giving effect to the conflict of laws 
                             principles thereof.

                      (x)      EFFECTIVE DATE.  The Plan shall take effect 
                             upon its adoption by the Board; PROVIDED, 
                             HOWEVER, that the Plan shall be subject to the 
                             requisite approval of the shareholders of the 
                             Company in order to comply with Section 162(m) 
                             of the Code.  In the absence of such approval, 
                             the Plan (and any Awards made pursuant to the 
                             Plan prior to the date of such approval) shall 
                             be null and void.
                             
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                      (xi)     BENEFICIARY.  A Participant may file with the 
                             Committee a written designation of a 
                             beneficiary on such form as may be prescribed 
                             by the Committee and may, from time to time, 
                             amend or revoke such designation.  If no 
                             designated beneficiary survives the Participant 
                             and an Award is payable to the Participant's 
                             beneficiary pursuant to Section 6(b), the 
                             executor or administrator of the Participant's 
                             estate shall be deemed to be the grantee's 
                             beneficiary.

                      (xii)    INTERPRETATION.  The Plan is designed and 
                             intended to comply, to the extent applicable, 
                             with Section 162(m) of the Code, and all 
                             provisions hereof shall be construed in a 
                             manner to so comply.