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                      AMENDMENTS TO THE COLEMAN MONTHLY SALARIED
                          RETIREMENT INCENTIVE SAVINGS PLAN 


                                AMENDMENTS TO MS CRISP

     The following Amendments to the Monthly Salaried Coleman Retirement 
Incentive Savings Plans ("MS 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:

1.   A new paragraph shall be added retroactively to January 1, 1998 at the end
     of Section 3.6, to read as follows:

          Notwithstanding anything to the contrary, an Employee shall not incur
          a Severance from Service and no distribution shall be made to any
          individual upon an employment transfer involving the Employer or any
          Affiliate or any other circumstance where the Employee would not have
          a "Separation from Service" under the provisions of the Code or any
          other judicial or administrative interpretation thereof;

2.   The last paragraph of section 2.1(h) shall be amended retroactively to
     January 1, 1997 to read as follows:

          The Compensation of each Employee that may be taken into account under
          this subsection for a Plan Year (except in applying the limits of
          Section 415 of the Code as described in Section 4.5) shall not exceed
          $150,000, subject to adjustment under Code section 401(a)(17);

3.   Section 2.1(l) shall be amended effective retroactively to January 1, 1997
     to read as follows:

          (l)  ELIGIBLE EMPLOYEE means an Employee who is employed and
               compensated (by a payroll check issued directly from the Employer
               to the Employee or direct payroll deposit made to the Employee's
               account) by an Employer.  An Employee shall not be an Eligible
               Employee if such person is --

               (1)  Not on the Employer's United States payroll;

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               (2)  Included in a unit of employees covered by an agreement
                    which the Secretary of Labor finds to be a collective
                    bargaining agreement between employee representatives and
                    any Employer, if there is evidence that retirement benefits
                    were the subject of good faith bargaining between such
                    employee representative and such Employer unless, pursuant
                    to such bargaining, the Employee is required to be an
                    Eligible employee;
               (3)  Included in a group listed in Appendix A attached to this
                    document;
               (4)  A leased employee within the meaning of Code Section 414(n);
               (5)  Effective January 1, 1996, any person employed by the
                    Company on a weekly or hourly basis in the continental
                    United States; or 
               (6)  Covered by an outsourcing or leasing agreement (regardless
                    of their employment status with Employer).

4.   Section 2.1(q) shall be amended retroactively to January 1, 1997 to read as
     follows:

          The term "Highly Compensated Employee" means any Employee who was a 5%
          owner at any time during the current or preceding Plan Year, or for
          the preceding Plan Year received compensation from the Employer in
          excess of $80,000 and, if the Employer so elects, was in the top-paid
          20% of Employees.  For purposes of determining the number of employees
          in the top-paid 20%, the following employees are excluded: employees
          who have not completed six months of service; employees who normally
          work less than 17-1/2 hours per week; employees who normally work
          during not more than six months during any Plan Year; employees who
          have not attained age 21; and to the extent allowable under Treasury
          regulation, employees covered by a collective bargaining agreement
          between employee representatives and the Company or an Affiliate;

5.   Section 5.2(b) shall be amended retroactively effective to January 1, 1990,
     to read as follows:

          (b)  Accelerated Vesting.  Notwithstanding subsection (a) above, a
               Member shall be fully vested and have a nonforfeitable interest
               in his entire Matching Contributions Account if -

               (1)  the Member retires on or after age 55;
               (2)  the Member dies or suffers a Disability while an Employee;
                    or
               (3)  contributions to the Plan are completely discontinued or the
                    Plan is terminated, or the Plan is partially terminated and
                    such Member is affected by such partial termination.

          

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6.   Section 7.1 shall be amended retroactively to January 1, 1997 by replacing
     the first full paragraph before subsection (a) with the following:

          The Plan Administrator may, at any time, and from time to time,
          establish or designate investment funds (hereinafter "Fund" or
          "Funds") for the investment of contributions under this Plan and
          Trust.  The Plan Administrator shall formulate detailed written
          objectives and procedures for such Funds and the administration of
          individually directed accounts.  The Plan Administrator may also
          supplement the rules of this Article by adopting written procedures
          concerning the maintenance of the individually directed accounts
          (sometimes hereinafter referred to as "IDAs") for Participants.  Each
          Participant shall invest his or her Accounts among the Fund or Funds
          so established.  In the event any Participant fails or refuses to make
          a designation among the Fund or Funds so established, such
          Participant's Account shall be invested in the Savings Fund (or its
          successor).  All such Funds shall be established an maintained in
          according with the following subsections:

7.   Section 14.3 shall be amended retroactively to January 1, 1997 by adding a
     new unnumbered paragraph at the end thereof to read as follows:

          The beneficiary of any benefits assigned to Alternate Payee under a
          domestic relations order shall be such person or persons as the
          Alternate Payee may designate; which designation may include, but
          shall not be limited to Alternate Payee's estate.  All designations
          shall be clearly set forth in the domestic relations order or on such
          form or forms as the Plan Administrator shall prescribe for such
          purpose.  In the event no beneficiary is designated, benefits shall
          revert to Participant. 

8.   Sections 6.2 and 6.3 shall be amended retroactively to January 1, 1998 as
     follows:

          The references to $3,500 contained in Sections 6.2 and 6.3 shall be
          increased to $5,000;
               

9.   Section 5.2 shall be amended retroactively to January 1, 1998 by adding a
     new subsection C, as follows:

               C.   SPECIAL VESTING RULES.  A Member who terminates employment
                    between March 31, 1998 and March 30, 2001 and who begins to
                    receive severance benefits under the Laser severance policy
                    or The Coleman Company, Inc. Executive Severance Policy
                    between March 31, 1998 and March 30, 2001, shall be fully
                    (100%) vested in such Member's Prior Plan accounts.


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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