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                             THE COLEMAN COMPANY, INC.
                                          
                             EXECUTIVE SEVERANCE POLICY
                                          
                         Effective Date:  February 27, 1998
                                          
I.   POLICY

     It is the intent of this Policy to provide guidelines for the granting of
     severance pay and certain other benefits to certain Participants separated
     from the The Coleman Company, Inc. (the "Company") and its subsidiaries.

II.  APPLICATION AND ELIGIBILITY

     This Policy applies to certain terminations of employment of employees 
     of the Company and its subsidiaries who as of the Effective Date of 
     the Policy are participants in the Company's management incentive plan 
     or who are in the positions of country general managers/presidents and 
     above (the "Participants").  For purposes of this Policy, continued 
     employment by a Participant with any entity controlled by, controlling 
     or under common control with the Company (whether before or after a 
     Change of Control) shall be treated as employment and service with the 
     Company.  This Policy supersedes any and all prior policies or 
     practices relating to severance pay for such Participants.  The 
     acceptance of any severance pay or benefits under this Policy shall 
     constitute a waiver of any severance pay the Participant would have 
     been entitled to under any such superseded policies or practices.

III. ADMINISTRATION

     A.   EXCLUSIONS

          Severance pay or other benefits will not be granted under any
          circumstances to a Participant who leaves the Company under the
          following circumstances:

          1.   Resignation without "Good Reason" (as defined below).

          2.   Retirement under the terms of the Company Retirement Plan, or any
               other pension plan that might be provided by the Company (other
               than a termination for "Good Reason").

          3.   Termination by the Company for "Cause" (as defined below). 

          For purposes of this Policy, with respect to any Participant, "Good
          Reason" shall 

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          mean (i) the assignment to the Participant of any duties 
          inconsistent in any material respect with the Participant's 
          position (including status, offices, titles and reporting 
          requirements), authority, duties or responsibilities 
          immediately before the Change of Control, or any other action 
          by the Company which results in a significant diminution in 
          such position, authority, duties or responsibilities, 
          excluding for this purpose an isolated, insubstantial and 
          inadvertent action not taken in bad faith and which is 
          remedied by the Company promptly after receipt of notice 
          thereof given by the Participant; (ii) any material reduction 
          in the Participant's annual base salary, opportunity to earn 
          annual bonuses, or other compensation or employee benefits, 
          other than as a result of an isolated and inadvertent action 
          not taken in bad faith and which is remedied by the Company 
          promptly after receipt of notice thereof given by the 
          Participant; (iii) the Company's requiring the Participant to 
          relocate his or her principal place of business to a location 
          which is more than 25 miles from his or her previous principal 
          place of business; (iv) any purported termination of this 
          Policy otherwise than as expressly permitted by this Policy; 
          or (v) any failure by the Company to comply with and satisfy 
          Section V of this Policy.  For purposes of this Policy, any 
          good faith determination of "Good Reason" made by the 
          Participant shall be conclusive.

          For purposes of this Policy, with respect to any Participant, 
          "Cause" shall mean (i) the willful and continued failure of 
          the Participant to perform substantially the Participant's 
          duties with the Company or one of its affiliates (other than 
          any such failure resulting from incapacity due to physical or 
          mental illness), after a written demand for substantial 
          performance is delivered to the Participant which specifically 
          identifies the manner in which the Company believes that the 
          Participant has not substantially performed the Participant's 
          duties, (ii) the willful engaging by the Participant in 
          illegal conduct or gross misconduct which is materially and 
          demonstrably injurious to the Company, or (iii) the 
          Participant's conviction of, or plea of guilty or nolo 
          contendere to, a felony.  For purposes of this definition, no 
          act or failure to act on the part of the Participant shall be 
          considered "willful" unless it is done, or omitted to be done, 
          by the Participant in bad faith or without reasonable belief 
          that the Participant's action or omission was in the best 
          interests of the Company.  Any act or failure to act based 
          upon authority given pursuant to a resolution duly adopted by 
          the Board of Directors of the Company or upon the instructions 
          of the Chief Executive Officer or a senior officer of the 
          Company or based upon the advice of counsel for the Company 
          shall be conclusively presumed to be done, or omitted to be 
          done, by the Participant in good faith and in the best 
          interests of the Company.

          
          Severance pay and benefits under this Policy are not granted 
          where following a Change of Control, the Company or the 
          acquiror in the Change of Control sells or otherwise disposes 
          of the business in which the Participant was employed, and the 
          buyer of the business agrees to continue the Policy as if it 
          was the Company and either (i) the Participant accepts 
          employment with the buyer of the business or (ii) the 
          Participant rejects an offer of employment by the buyer 
          involving compensation and benefits substantially equivalent, 
          taken as a whole, to the Participant's compensation 

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          and benefits with the Company, and an employment location within 25 
          miles from the Participant's previous principal place of business.
          
     3.   B.   SEVERANCE PAY

          The following schedule determines the number of months of severance 
          pay ("Severance Period") eligible Participants will receive if they 
          are terminated without Cause by the Company or terminate for Good 
          Reason during the 3-year period immediately following a Change of 
          Control, or are terminated by the Company without Cause prior to a 
          Change of Control, but following the execution of an agreement, 
          consummation of which would constitute a Change of Control, if a 
          Change of Control subsequently occurs (each, a "Severance 
          Termination").

                  EXECUTIVE        SEVERANCE 
                  GROUP            PERIOD     
                  ---------        ---------
                  Group A          12 months
                  Group B           9 months
                  Group C           6 months

          Group A Participants are Participants with a target incentive level at
          50% of base salary and above under the Company's management incentive
          plans; Group B Participants are Participants with a target incentive
          level at 30% to 49% of base salary; and Group C Participants are other
          participants in the Company's management incentive plans, and country
          general managers, presidents and higher ranking executives. 

          For purposes of this Policy, a "Change of Control" of the Company
          shall be deemed to occur if Ronald O. Perelman, individually, or his
          estate, heirs, personal representatives or any trust created for the
          benefit of his wife or children, or any corporation or other entity
          which such persons control, directly or indirectly, cease to maintain
          beneficial ownership (as defined in Rule 13d-3 of the Securities
          Exchange Act of 1934, as amended), individually or in the aggregate,
          of securities of the Company sufficient to designate a majority of the
          members of the Company's Board of Directors.

          Eligible Participants will receive severance pay to which they are
          entitled semi-monthly (or monthly) at their base rate of pay in effect
          as of the date of employment termination (without giving effect to any
          reduction in base salary that otherwise constitutes Good Reason under
          this Policy).

          Anything in this Policy to the contrary notwithstanding, in the event
          it shall be determined that any payment, award, benefit or
          distribution by the Company (or any of its affiliated entities) to or
          for the benefit of Participant (whether pursuant to this 

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          Policy or otherwise, but determined without regard to any 
          additional payments required under this paragraph) (a "Payment") 
          would be subject to the excise tax imposed by Section 4999 of the 
          Internal Revenue Code of 1986, as amended (the "Code") or any 
          corresponding provisions of state or local tax laws, or any 
          interest or penalties are incurred by the Participant with respect 
          to such excise tax (such excise tax, together with any such 
          interest and penalties, are hereinafter collectively referred to as 
          the "Excise Tax"), then the Participant shall be entitled to 
          receive an additional payment (a "Gross-Up Payment") in an amount 
          such that after payment by the Participant of all taxes (including 
          any interest or penalties imposed with respect to such taxes), 
          including, without limitation, any income taxes (and any interest 
          and penalties imposed with respect thereto) and Excise Tax imposed 
          upon the Gross-Up Payment, the Participant retains an amount of the 
          Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 
          Notwithstanding the foregoing provisions, if it shall be 
          determined that the Participant is entitled to a Gross-Up Payment, 
          but that the portion of the Payments that would be treated as 
          "parachute payments" under Section 280G of the Code does not exceed 
          110% of the greatest amount (the "Safe Harbor Amount") that could 
          be paid to the Participant such that the receipt of Payments would 
          not give rise to any Excise Tax, then no Gross-Up Payment shall be 
          made to the Participant and the amounts payable under this Policy 
          shall be reduced so that the Payments, in the aggregate, are 
          reduced to the Safe Harbor Amount.  For purposes of reducing the 
          Payments to the Safe Harbor Amount, only amounts payable under this 
          Policy (and no other Payments) shall be reduced.  If the reduction 
          of the amounts payable under this Policy would not result in a 
          reduction of the Payments to the Safe Harbor Amount, no amounts 
          payable under this Policy shall be so reduced.
           
          All determinations required to be made, including whether and when a
          Gross-Up Payment is required and the amount of such Gross-Up Payment
          and the assumptions to be utilized in arriving at such determination,
          shall be made by Ernst & Young which shall provide detailed supporting
          calculations both to the Company and the Participant within 15
          business days of the receipt of notice from the Participant an
          anticipated Payment may give rise to Excise Tax, or such earlier time
          as is requested by the Company.  In the event that the Accounting Firm
          is serving as accountant or auditor for the individual, entity or
          group effecting the Change of Control, the Company shall appoint
          another nationally recognized accounting firm to make the
          determinations required hereunder (which accounting firm shall then be
          referred to as the Accounting Firm hereunder).  All fees and expenses
          of the Accounting Firm shall be borne solely by the Company.  Any
          Gross-Up Payment, shall be paid by the Company to the Participant
          within five days of the event giving rise to the Excise Tax.  Any
          determination by the Accounting Firm shall be binding upon the Company
          and the Participant.

     C.   CONTINUATION OF MEDICAL/DENTAL BENEFITS

          If a Participant has a Severance Termination, the Participant will be
          permitted to continue participation in the Company's group medical
          and/or dental benefit plans under COBRA at the contribution level in
          effect for active Participants until the end 

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          of the Severance Period (or if longer, the maximum required period 
          for continuation coverage under applicable federal law, generally 
          18 months); PROVIDED, that the Company will continue to pay the 
          portion of the premiums it was paying prior to the Change of 
          Control during the Severance Period.  However, the Participant will 
          cease to be eligible for these benefits when the Participant 
          becomes covered by medical or dental plans of another employer or 
          becomes eligible for Medicare.  Continued participation in the 
          Company's group plans will be governed by the terms and conditions 
          of the plans as in effect when employment terminates, provided that 
          if such plans are amended as to the group of Participants in which 
          the Participant was included at the time of termination, the newer 
          provisions shall apply.

          In order to remain eligible for continued medical or dental 
          benefits during the Severance Period, the Participant must 
          make timely premium payments in the same amount paid by then 
          current Participants, which amounts will be deducted from the 
          Participant's severance pay, and must submit such evidence of 
          non-coverage as the Company may reasonably require.  If the 
          Participant is entitled and elects under applicable federal 
          law to continue such benefits under COBRA after the Severance 
          Period, the Participant must make timely COBRA premium 
          payments as required.

     D.   PRO RATA ANNUAL BONUS

          In the event a Participant has a Severance Termination under 
          this Policy prior to December 31, 1998, the Participant shall 
          be paid a pro rata bonus payment under the Company management 
          incentive plan, upon the earlier of February 28, 1999 or the 
          date on which Company employees are paid bonuses for 1998 
          under such plan, equal to the product of (x) the bonus the 
          Participant would have earned under the management incentive 
          plan based upon performance had the Participant remained 
          employed through the plan year, and (y) a fraction, the 
          numerator of which is the number of days in such year through 
          the date of termination, and the denominator of which is 365.

     E.   PENSION CREDIT

          In the event a Participant has a Severance Termination under 
          this Policy, the Company shall pay such Participant, within 
          fifteen days following the Participant's date of termination, 
          an amount equal to the excess of (a) the aggregate benefit 
          under the Company's qualified defined benefit retirement plans 
          (collectively, the "Retirement Plan") and any excess or 
          supplemental defined benefit retirement plans in which the 
          Participant participates (collectively, the "SERP") which the 
          Participant would have accrued (whether or not vested) if the 
          Participant's employment had continued for the Separation 
          Period, over (b) the actual vested benefit, if any, of the 
          Participant under the Retirement Plan and the SERP, determined 
          as of the date of termination (with the foregoing amounts to 
          be computed on an actuarial present value basis, using 
          actuarial assumptions no less favorable to the Participant 
          than the most favorable of those in effect for purposes of 
          computing benefit entitlements under the Retirement Plan and 
          the SERP at any time from the day before the Effective Date 
          through the date of 

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          termination).

     F.   OTHER EMPLOYEE BENEFITS

          The provisions of other Participant benefit and/or 
          compensation programs (other than severance policies and 
          practices), including, but not limited to, vacation pay and 
          the Company's management incentive plan, with respect to 
          benefits available upon termination of employment will apply; 
          provided, that upon a Severance Termination the Participant 
          shall be paid out his or her accrued vacation. This Policy is 
          not intended to describe the provisions or administrative 
          practices of any other Participant benefit and/or compensation 
          program, policy or plan.  Any benefits that may be available 
          under any other such program, policy or plan must be 
          determined solely in accordance with the terms and 
          administrative provisions of such program, policy or plan.

     G.   EMPLOYMENT CONTRACTS OR OTHER WRITTEN AGREEMENTS IN EFFECT

          If on the date of termination an employment contract or other 
          written agreement between an eligible Participant and the 
          Company is in effect, then unless otherwise provided by the 
          terms of such written agreement the Participant will be 
          permitted to choose between (i) the severance pay and benefits 
          provided in such employment contract or agreement, or (ii) the 
          severance pay and benefits payable in accordance with this 
          Policy.

     H.   NO MITIGATION

          The obligations of the Company to pay the severance benefits 
          under this Policy shall be absolute and unconditional and 
          shall not be affected by any circumstances, including, without 
          limitation, any set-off, counterclaim, recoupment, defense or 
          other right which the Company or any of its subsidiaries may 
          have against any Participant.  In no event shall a Participant 
          be obligated to seek other employment or take any other action 
          by way of mitigation of the amounts payable to a Participant 
          under any of the provisions of this Plan, nor shall the amount 
          of any payment hereunder be reduced by any compensation earned 
          by a Participant as a result of employment by another 
          employer, except as specifically provided in this Policy.  The 
          Company agrees to pay as incurred, to the full extent 
          permitted by law, all legal fees and expenses which a 
          Participant may reasonably incur as a result of any contest 
          (regardless of the outcome thereof) by the Company, the 
          Participant or others as to the validity or enforceability of, 
          or liability or entitlement under, any provision of this 
          Policy.

IV.  AMENDMENT OR TERMINATION OF POLICY

     The Company reserves the right to amend, modify or terminate this 
     Policy or any portion of it at any time, and for any reason, by action 
     of the Company's Board of Directors (or officers expressly authorized 
     by the Board); provided, that this Policy may not be terminated or 
     amended in any manner that could adversely affect the rights of any 
     Participant (i) following 

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     a Change of Control, (ii) at the request of a third party who has 
     taken steps reasonably calculated to effect a Change of Control, or 
     (iii) otherwise in connection with or in anticipation of a Change of 
     Control.

V.   SUCCESSOR TO COMPANY

     This Policy shall bind any successor of the Company, its assets or its 
     businesses (whether direct or indirect, by purchase, merger, 
     consolidation or otherwise), in the same manner and to the same extent 
     that the Company would be obligated under this Policy if no succession 
     had taken place.

     In the case of any transaction in which a successor would not by the 
     foregoing provision or by operation of law be bound by this Policy, 
     the Company shall require such successor expressly and unconditionally 
     to assume and agree to perform the Company's obligations under this 
     Policy, in the same manner and to the same extent that the Company 
     would be required to perform if no such succession had taken place.  
     The term "Company," as used in this Policy, shall mean the Company as 
     hereinbefore defined and any successor or assignee to the business or 
     assets which by reason hereof becomes bound by this Policy.

VI.  OTHER IMPORTANT INFORMATION

     A.   SOURCE OF PLAN BENEFITS

          This Plan is intended to be an unfunded plan maintained 
          primarily for the purpose of providing deferred compensation 
          for a select group of management or highly compensated 
          employees, within the meaning of Section 401 of the Employee 
          Retirement Income Security Act of 1974, as amended ("ERISA").  
          All payments under this Policy will be made from the Company's 
          general assets.  Benefits under this Policy are not insured 
          under Title IV of ERISA.

     B.   PROCEDURE FOR CLAIMING BENEFITS

          Severance benefits are awarded in appropriate circumstances 
          without application. However, if a Participant believes that 
          he or she is entitled to severance benefits under this Policy 
          and such benefits are not awarded, the Participant must 
          present a written claim for such benefits to the Company as 
          the "Plan Administrator".  If the Plan Administrator 
          determines that the claim should be denied, the Plan 
          Administrator must provide the Participant with notice of the 
          denial, written in clear and precise terms and giving specific 
          reasons for the denial within 30 days.  Within 90 days after 
          the Participant is notified of the denial of his or her 
          application, the Participant also has the right to appeal to 
          the Plan Administrator for a full and fair review of any such 
          denial.  The Participant also has the right to review any 
          relevant documents and to submit issues and comments in 
          writing to the Plan Administrator.  If the Participant needs 
          more time, the Plan Administrator may allow the Participant 
          more than 90 days to file a request for review.  The Plan 
          Administrator shall conduct a hearing and/or 

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          take such other steps as the Plan Administrator deems 
          appropriate for a full and fair review of the appeal from the 
          denial of a claim. The Plan Administrator will issue, within 
          60 days after the request for review is received, a written 
          decision which shall include specific reasons for the decision 
          and references to the pertinent plan provisions on which the 
          decision is based.  This decision shall be written in a manner 
          calculated to be understood by the Participant.  Nothing 
          herein shall prevent the Participant from contesting any 
          decision by the Plan Administrator in a court of appropriate 
          jurisdiction.

     C.   GOVERNING LAW

          The validity, interpretation, construction and performance of 
          this Policy shall be governed by the laws of the State of 
          Delaware, without reference to principles of conflicts of law, 
          except to the extent pre-empted by federal law.

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