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                      SPECIAL AMENDMENT REGARDING TRANSFERS TO 
                           THE NEW COLEMAN COMPANY, INC.
                       RETIREMENT PLAN FOR SALARIED EMPLOYEES


     WHEREAS, New Coleman Holdings, Inc. ("Company" or "Employer") sponsors 
and maintains the New Coleman Company, Inc. Retirement Plan for Salaried 
Employees ("Plan") for the exclusive benefit of participants in the Plan and 
their beneficiaries; and

     WHEREAS, the Company wishes to amend the New Coleman Company, Inc. 
Retirement Plan for Salaried Employees ("Plan") in order to provide specific 
provisions for employees transferred within the MacAndrews and Forbes Group 
of Companies; and

     WHEREAS, Plan Section 10.1 as amended provides that the Company may 
amend the Plan from time to time.

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

     FIRST:   A new "Appendix C" shall be created which shall set forth a 
list of "Associated Plans" as that term is defined in amended Section 5.5.

     SECOND:  Effective December 1, 1997, Plan Section 5.5 of the Plan shall 
be amended to read as follows:

     5.5   TRANSFERS: CORRELATION WITH OTHER PLANS AND MAXIMUM SERVICE.

     (a)  RETIREMENT BENEFIT OFFSET BY ASSOCIATED PLAN BENEFIT.  In the event 
     that a benefit described in this Article is payable to a Member who is 
     entitled to a benefit under an "Associated Plan" (listed on Appendix C), 
     such Member's retirement benefit shall be payable only to the extent 
     that the actuarial value of said retirement benefit (determined as of 
     his Annuity Starting Date) exceeds the actuarial value of his accrued 
     benefit under such Associated Plan (determined as if such accrued 
     benefit were first payable as of the Member's Annuity Starting Date).  
     For purposes of applying this Section 5.5(a), service under an 
     Associated Plan will be considered Credited Service (as defined in 
     Article III) under this Plan.

     (b)  RETIREMENT PENSION LIMITED BY BENEFITS UNDER OTHER PLANS.  In the 
     event that a retirement benefit is payable to a Member who is not 
     covered by Appendix A applicable to Canadian Coleman Transferred Members 
     and who is entitled to benefits under (i) any other funded pension, 
     retirement, annuity or defined benefit retirement plan contributed to or 
     maintained by an Employer or Affiliate (other than any Associated Plan, 
     the Revlon Employees' Savings and Investment Plan, The Revlon Management 
     Corporation Benefit Plan, the Coleman Retirement Income Savings Plan, 
     the Coleman Monthly Salaried Retirement Income Savings Plan), or (ii) 
     any unfunded plan contributed to or maintained by an Employer or 
     Affiliate outside of the United States:

          (1)  NONDUPLICATION OF BENEFITS.  If his benefits under such other 
          plans are determined with reference to any period for which he is 
          entitled to benefits under this Plan, he shall be 


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          deemed to have accepted the benefits provided under such other 
          plans with respect to such period in discharge of the actuarially 
          equivalent value of his benefits provided under this Plan with 
          respect to the same period; and

          (2)  LIMITATION ON COMBINED BENEFITS.  The Member's retirement 
          benefit under this Plan shall in no event exceed the retirement 
          benefit which would have been payable under this Plan if all 
          service credited for benefit accrual purposes under such other 
          plans were treated as Credited Service under this Plan, reduced by 
          the actuarial equivalent of the benefits payable under all such 
          other plans.

     (c)  TRANSFERS FROM UNION SERVICE.  Subject to Section 5.5(b), in the 
     event that on or after January 1, 1996, an individual shall be 
     transferred to employment as an Eligible Employee form employment which 
     is subject to union jurisdiction and which is not taken into account 
     under Sections 2.16(c) and 3.5(b) ("excludable employment"), his Service 
     completed prior to such transfer shall be deemed Credited Service to the 
     extent that it would qualify as Credited Service but for the provisions 
     of Sections 2.16(c) and 3.5(b), if:

          (1)  He shall complete at least five (5) years of Credited Service 
          subsequent to such transfer (determined without regard to this 
          Section 5.5(c)); and

          (2)  He shall be an Eligible Employee at his termination of 
          employment and shall then have vested rights to a retirement 
          benefit pursuant to Sections 5.1 through 5.4.

          Notwithstanding the foregoing, remuneration paid during such 
          excludable employment shall in no event be considered Compensation.

     (d)  TEMPORARY EMPLOYMENT WITH AFFILIATE.  Subject to Section 5.5(b), 
     except for individuals covered by Appendix A, in the event that an 
     Eligible Employee shall be transferred to employment with an Affiliate 
     on or after January 1, 1996, and if he shall subsequently be directly 
     transferred back to employment as an Eligible Employee, his Service 
     completed and remuneration paid while so employed by such Affiliate 
     shall be deemed Credited Service and Compensation to the extent they 
     would be so treated if such employment with an Affiliate had been in 
     employment with an Employer.

     (e)  TRANSFERS FROM OTHER PLANS.

          (1)  Except in the case of individuals covered by Appendix A, if 
          (i) on or after January 1, 1996 an individual shall be transferred 
          to employment as an Eligible Employee from employment with an 
          Affiliate or an Employer other than as an Eligible Employee 
          ("Excluded Employment") (or such a transfer occurred prior to 1996 
          with respect to an individual employed as an Eligible Employee on 
          January 1, 1996), (ii) such individual was, immediately prior to 
          such transfer, an active participant in a Related Benefit Plan (as 
          hereinafter defined) maintained by such Affiliate or Employer, and 
          (iii) such individual completes at least two (2) years of Credited 
          Service following such transfer:

               (A)  There shall be taken into account as Credited Service 
               under this Plan:  (i) his prior Service in Excluded Employment 
               with such Employer or Affiliate which is taken into account 
               for purposes of benefit accrual under such Related Benefit 
               Plan, and (ii) if provided for by resolution of the Executive 
               Committee of the Company, his prior employment with an entity 
               which was not an Employer or Affiliate and which is recognized 
               for purposes of benefit accrual under the provisions of such 
               Related Benefit Plans.


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               (B)  His benefits under such Related Benefit Plan shall be 
               disregarded in applying the provisions of Sections 5.5(b)(1) 
               and 5.5(b)(2);

               (C)  Remuneration paid by his prior employer during any period 
               which is taken into account as Credited Service under this 
               Section 5.5(e)(1) shall be taken into account in determining 
               the amount of his Compensation under this Plan (subject to the 
               applicable provisions of Section 2.10); and

               (D)  To the extent that his benefits (whether or not vested) 
               under such Related Benefit Plan, determined as of the date of 
               transfer, are (i) determined with reference to any period 
               taken into account as Credited Service under this Plan, and 
               (ii) are not attributable to voluntary employee contributions, 
               he shall be deemed to have accepted such benefits with respect 
               to such period in discharge of the actuarially equivalent 
               value of his benefits provided under this Plan with respect to 
               the same period.

          (2)  Except as the Committee shall otherwise provide, the 
          provisions of this Section 5.5(e) shall not apply to:  (i) any 
          transfer of employment to which Section 5.5(d) applies; (ii) any 
          transfer of employment to which Section 5.5(c) would apply if the 
          employee complied with the requirements of Sections 5.5(c)(1) and 
          5.5(c)(2); (iii) any transfer of employment incident to a transfer 
          of assets and liabilities from another plan or the merger of 
          another plan into this Plan; (iv) any transfer of employment 
          incident to any merger, liquidation, reorganization, or transfer of 
          assets by or between any trade or business (whether or not 
          incorporated), or incident to the creation or transfer of an 
          operating division; and (v) any transfer of employment covered by a 
          supplement to this Plan, unless and to the extent that such 
          Supplement expressly states that this Section shall apply.  In 
          addition, the provisions of this Section 5.5(e) shall not apply to 
          any transfer of employment to the extent expressly excluded from 
          operation of this Section 5.5(e) by action of the Committee within 
          one (1) year of the individual's transfer of employment.

          (3)  For purposes of this Section 5.5(e), a Related Benefit Plan 
          means a pension, annuity, retirement, superannuation or similar 
          plan (other than this Plan, a defined contribution plan, an 
          Associated Plan, the Revlon Employees' Savings and Investment Plan, 
          the Revlon Pension Equalization Plan, the Revlon Supplemental 
          Retirement Plan for Key Employees, the Coleman Retirement Incentive 
          Savings Plan, the Monthly Salaried Coleman Retirement Incentive 
          Savings Plan, the Coleman Executive Deferred Compensation Plan, the 
          Coleman Excess Benefit Plan, a plan maintained pursuant to a 
          collective bargaining agreement and such other plans as the 
          Committee may designate), funded or unfunded, which is sponsored or 
          maintained or to which contributions are or have been made by an 
          Employer or Affiliate.

          (4)  For purposes of Section 5.5(e)(1)(D), in determining the 
          amount of a Participant's benefits under a Related Benefit Plan as 
          of the date of transfer, there shall be taken into account the 
          amount of:  (i) any distribution from such Related Benefit Plan to 
          or in respect of a Participant prior to the date he first began 
          participating in this Plan (other than benefits derived from 
          voluntary employee contributions), and (ii) benefits accrued, 
          payable or paid under any other plan which reduce the Participant's 
          benefits under such Related Benefit Plan.

          (5)  In the case of a Related Benefit Plan benefits payable in 
          other than United States currency, the Committee shall determine 
          the appropriate conversion factor to be used in applying the 
          provisions of this Section 5.5.


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     (f)  NO REDUCTION IN ACCRUED BENEFITS.  This Section 5.5 shall be 
     interpreted in a manner not to decrease a Member's accrued benefit.

     (g)  NONDISCRIMINATION.  In no event shall any benefits accrue under 
     this Section 5.5 if and to the extent such benefits are discriminatory 
     under the Code.

     (h)  MAXIMUM SERVICE.  The maximum combined benefit paid from this Plan 
     and The New Coleman Company, Inc. Pension Plan for Weekly Salaried and 
     Hourly Paid Employees (and their respective "Prior Plans") to any Member 
     who retires under this Plan, and has 35 or more total years of Credited 
     Service under both plans, shall be a benefit equal to what the Member 
     would have received under this Plan had the Member had 35 years of 
     Credited Service under this Plan.

     (i)  CANADIAN COLEMAN TRANSFERS.  Except for Section 5.5(h), this 
     Section 5.5 shall not be applied to Members who at any time have been 
     Employees of the Canadian Coleman Company, Limited and who, as of 
     January 1, 1983 or thereafter, are employed by either the Company or 
     Canadian Coleman.  The Plan benefits of such individuals shall be 
     calculated in accordance with the provisions of Appendix A.

     (j)  THE PRIOR PLAN.  Except for Section 5.5(h), this Section 5.5 shall 
     not be applied to restrict consideration of a Member's service under the 
     Prior Plan when calculating the benefit payable under this Plan.

     THIRD:  Except to the extent provided herein, the Plan is not amended in 
any other respect.

     IN WITNESS WHEREOF, the Employer has caused this Special Amendment to be 
executed on its behalf and adopted this 15th day of December, 1997.



                                     NEW COLEMAN HOLDINGS, INC.




                                     By: J. W. Levin
                                        -----------------------------------