Exhibit 10.11







                              U.S. INDUSTRIES, INC.

                              RESTRICTED STOCK PLAN











<PAGE>


                              TABLE OF CONTENTS
                              -----------------


ARTICLE I.        PURPOSE....................................................1

ARTICLE II.       DEFINITIONS................................................1

ARTICLE III.      ADMINISTRATION.............................................3

ARTICLE IV.       SHARE AND OTHER LIMITATIONS................................5

ARTICLE V.        ELIGIBILITY................................................7

ARTICLE VI.       AWARDS OF RESTRICTED STOCK.................................7

ARTICLE VII.      NON-TRANSFERABILITY........................................10

ARTICLE VIII.     CHANGE IN CONTROL PROVISIONS...............................10

ARTICLE IX.       TERMINATION OR AMENDMENT OF THE PLAN.......................11

ARTICLE X.        UNFUNDED PLAN..............................................12

ARTICLE XI.       GENERAL PROVISIONS.........................................12

ARTICLE XII.      EFFECTIVE DATES OF PLAN....................................14

ARTICLE XIII.     TERM OF PLAN...............................................15

ARTICLE XIV.      NAME OF PLAN...............................................15




<PAGE>
                              U.S. Industries, Inc.
                              Restricted Stock Plan


                                   ARTICLE I.


                                     PURPOSE

      The purpose of this U.S. Industries, Inc. Restricted Stock Plan (the
"Plan") is to enhance the profitability and value of U.S. Industries, Inc. for
the benefit of its stockholders by enabling the Company to offer Restricted
Stock to key employees of the Company and its Subsidiaries (as defined herein),
thereby creating a means to raise and maintain the level of stock ownership by
key employees in order to attract, retain and reward such key employees and
strengthen the mutuality of interests between key employees and the Company's
stockholders. Awards of Restricted Stock will be made to key employees for
outstanding achievement and whose continued performance will likely enhance the
future value of the Company. Awards may also be made to key employees in special
situations such as promotions, new hiring or in connection with acquisitions.
The Plan is effective as of the date set forth in Article XII and is an
amendment and restatement of the U.S. Industries, Inc. 1997 Restricted Stock
Plan (the "Initial Plan"), which was initially effective December 3, 1996


                                  ARTICLE II.

                                  DEFINITIONS

      For purposes of this Plan, the following terms shall have the following
meanings:

            2.1 "Board" shall mean the Board of Directors of the Company.

            2.2 "Change in Control" shall have the meaning set forth in Article
      VIII.

            2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.

            2.4   "Company" shall mean U.S. Industries, Inc. and any successor
      by merger, consolidation or otherwise.

            2.5 "Committee" shall mean a committee of the Board appointed from
      time to time by the Board, which committee shall be intended to consist of
      two or more non-employee directors, each of whom shall be, to the extent
      required by Rule 16b-3 promulgated under Section 16(b) of the Exchange Act
      as then in effect or any successor provisions ("Rule 16b-3"), a
      "non-employee director" as defined in Rule 16b-3, except


<PAGE>
      that, if and to the extent that no Committee exists which has the
      authority to administer the Plan, the functions of the Committee shall be
      exercised by the Board. If for any reason the appointed Committee does not
      meet the requirements of Rule 16b-3, such noncompliance with the
      requirements of Rule 16b-3 shall not affect the validity of the awards,
      grants, interpretations or other actions of the Committee.

            2.6 "Common Stock" means, subject to Section 4.2 herein, the Common
      Stock, $.01 par value per share, of the Company.

            2.7 "Subsidiary" shall mean any subsidiary of the Company as defined
      in Section 424(f) of the Code.

            2.8 "Effective Dates of the Plan" shall have the meaning set forth
      in Article XII herein.

            2.9 "Eligible Employees" shall mean the employees of the Company and
      its Subsidiaries who are eligible pursuant to Article V for awards of
      Restricted Stock under this Plan.

            2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934.

            2.11 "Participant" shall mean an Eligible Employee to whom an award
      of Restricted Stock has been made pursuant to this Plan.

            2.12 "Restricted Stock" shall mean an award of shares of Common
      Stock under the Plan that is subject to restrictions under Article VI.

            2.13 "Vesting Period" shall have the meaning set forth in Subsection
      6.3(a).

            2.14 "Termination of Employment" shall mean (1) a termination of
      service (for reasons other than a military or personal leave of absence
      granted by the Company or a Subsidiary, as applicable) of a Participant
      from the Company and its Subsidiaries; or (2) when an entity which is
      employing a Participant ceases to be a Subsidiary, unless the Participant
      thereupon becomes employed by the Company or another Subsidiary.

            2.15 "Transfer" or "Transferred" shall mean anticipate, alienate,
      attach, sell, assign, pledge, encumber, charge or otherwise transfer.




                                      2

<PAGE>



                                 ARTICLE III.

                                ADMINISTRATION

      3.1 The Committee. The Plan shall be administered and interpreted by the
Committee.

      3.2 Awards of Restricted Stock. The Committee shall have full authority to
grant, pursuant to the terms of this Plan, awards of Restricted Stock to
Eligible Employees. In particular, the Committee shall have the authority:

            (a) to select the Eligible Employees to whom awards of Restricted
      Stock may from time to time be granted hereunder;

            (b) to determine whether and to what extent awards of Restricted
      Stock are to be granted hereunder to one or more Eligible Employees;

            (c) to determine the number of shares of Restricted Stock to be
      covered by each award of Restricted Stock to an Eligible Employee granted
      hereunder; and

            (d) to determine the terms and conditions, not inconsistent with the
      terms of this Plan, of any award of Restricted Stock granted hereunder to
      an Eligible Employee (including, but not limited to any restriction or
      limitation, any vesting schedule or acceleration thereof, or any
      forfeiture restrictions or waiver thereof, based on such factors, if any,
      as the Committee shall determine, in its sole discretion).

      3.3 Guidelines. Subject to Article IX hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the delegation of
its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any award of Restricted Stock issued under this Plan (and any agreements
relating thereto); and to otherwise supervise the administration of this Plan.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in this Plan or in any agreement relating thereto in the manner
and to the extent it shall deem necessary to carry this Plan into effect but
only to the extent any such action would be permitted under the applicable
provisions of Rule 16b-3. The Committee may adopt special guidelines and
provisions for persons who are residing in, or subject to, the taxes of,
countries other than the United States to comply with applicable tax and
securities laws. To the extent applicable, this Plan is intended to comply with
the applicable requirements of Rule 16b-3 and shall be limited, construed and
interpreted in a manner so as to comply therewith.

      3.4 Decisions Final. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the Board, or the
Committee (or any of its members) arising out of or in connection with the Plan
shall be within the absolute discretion


                                      3

<PAGE>



of all and each of them, as the case may be, and shall be final, binding and
conclusive on the Company and all employees and Participants and their
respective heirs, executors, administrators, successors and assigns.

      3.5 Reliance on Counsel. The Company, the Board or the Committee may
consult with legal counsel, who may be counsel for the Company or other counsel,
with respect to its obligations or duties hereunder, or with respect to any
action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.

      3.6 Procedures. If the Committee is appointed, the Board of Directors
shall designate one of the members of the Committee as chairman and the
Committee shall hold meetings, subject to the By-Laws of the Company, at such
times and places as it shall deem advisable. A majority of the Committee members
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. Any decision or determination reduced to writing and
signed by all the Committee members in accordance with the By-Laws of the
Company, shall be fully as effective as if it had been made by a vote at a
meeting duly called and held. The Committee shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

      3.7   Designation of Consultants/Liability.

            (a) The Committee may designate employees of the Company and
      professional advisors to assist the Committee in the administration of the
      Plan and may grant authority to employees to execute agreements or other
      documents on behalf of the Committee.

            (b) The Committee may employ such legal counsel, consultants and
      agents as it may deem desirable for the administration of the Plan and may
      rely upon any opinion received from any such counsel or consultant and any
      computation received from any such consultant or agent. Expenses incurred
      by the Committee or Board in the engagement of any such counsel,
      consultant or agent shall be paid by the Company. The Committee, its
      members and any person designated pursuant to paragraph (a) above shall
      not be liable for any action or determination made in good faith with
      respect to the Plan. To the maximum extent permitted by applicable law, no
      officer of the Company or member or former member of the Committee or of
      the Board shall be liable for any action or determination made in good
      faith with respect to the Plan or any award of Restricted Stock granted
      under it. To the maximum extent permitted by applicable law and the
      Certificate of Incorporation and By-Laws of the Company and to the extent
      not covered by insurance, each officer and member or former member of the
      Committee or of the Board shall be indemnified and held harmless by the
      Company against any cost or expense (including reasonable fees of counsel
      reasonably acceptable to the Company) or liability (including any sum paid
      in settlement of a claim with the approval of the Company), and advanced
      amounts necessary to pay the foregoing at the



                                      4

<PAGE>



      earliest time and to the fullest extent permitted, arising out of any act
      or omission to act in connection with the Plan, except to the extent
      arising out of such officer's, member's or former member's own fraud or
      bad faith. Such indemnification shall be in addition to any rights of
      indemnification the officers, directors or members or former officers,
      directors or members may have under applicable law or under the
      Certificate of Incorporation or By-Laws of the Company or Subsidiary.
      Notwithstanding anything else herein, this indemnification will not apply
      to the actions or determinations made by an individual with regard to
      awards of Restricted Stock granted to him or her under this Plan.

                                  ARTICLE IV.

                          SHARE AND OTHER LIMITATIONS

      4.1 Shares.

            (a) Subject to subsection (b) below, the aggregate number of shares
      of Common Stock which may be issued under this Plan with respect to any
      award of Restricted Stock shall not exceed 875,000 shares (subject to any
      increase or decrease pursuant to Section 4.2) which may be either
      authorized and unissued Common Stock or Common Stock held in or acquired
      for the treasury of the Company or both.

            (b) Notwithstanding the foregoing, no award of Restricted Stock may
      be granted hereunder if such grant would cause the number of shares of
      Common Stock (i) granted under this Plan and which are subject to a
      Vesting Period, (ii) granted under the Amended U.S. Industries, Inc. Stock
      Option Plan (the "Stock Option Plan") and which are subject to a
      Restriction Period (as defined in the Stock Option Plan) or, (iii) in the
      case of an option granted under the Stock Option Plan, may be acquired
      pursuant to exercise of such option, to exceed 9.9 percent of the total
      number of shares of Common Stock issued and outstanding (assuming full
      dilution for all other outstanding equity based awards granted under the
      Stock Option Plan and equity convertible into Common Stock, including,
      without limitation warrants), determined as of the close of the most
      recent fiscal quarter of the Company, in accordance with generally
      accepted accounting principles.

            (c) If any shares of Restricted Stock awarded under this Plan to a
      Participant are forfeited for any reason, the number of forfeited shares
      of Restricted Stock shall again be available for purposes of granting
      awards of Restricted Stock under the Plan.




                                      5

<PAGE>



      4.2   Changes.

            (a) The existence of the Plan and the award of Restricted Stock
      granted hereunder shall not affect in any way the right or power of the
      Board or the stockholders of the Company to make or authorize any
      adjustment, recapitalization, reorganization or other change in the
      Company's capital structure or its business, any merger or consolidation
      of the Company or Subsidiaries, any issue of bonds, debentures, preferred
      or prior preference stock ahead of or affecting Common Stock, the
      dissolution or liquidation of the Company or Subsidiaries, any sale or
      transfer of all or part of its assets or business or any other corporate
      act or proceeding.

            (b) In the event of any change in the capital structure or business
      of the Company by reason of any recapitalization, reorganization, merger,
      consolidation, split-up, combination, exchange of shares or any similar
      change affecting the Company's capital structure or business then the
      aggregate number and kind of shares which thereafter may be issued under
      this Plan shall be appropriately adjusted consistent with such change in
      such manner as the Committee may deem equitable to prevent substantial
      dilution or enlargement of the rights granted to, or available for,
      Participants under this Plan, and any such adjustment determined by the
      Committee in good faith shall be binding and conclusive on the Company and
      all Participants and employees and their respective heirs, executors,
      administrators, successors and assigns.

            (c) Fractional shares resulting from adjustment pursuant to Sections
      4.2(a) or (b) shall be eliminated by rounding down for fractions less than
      one-half (1/2) and rounding up for fractions equal to or greater than
      one-half (1/2).

            (d) Upon consummation of the mergers contemplated by the Agreement
      and Plan of Merger dated February 16, 1998, as amended, among U.S.
      Industries, Inc., USI, Inc., Blue Merger Corp., Zoro Merger Corp., and
      Zurn Industries, Inc. (the "Merger Agreement") the Plan shall be assumed
      by USI, Inc. ("New USI") and upon the assumption of this Plan by New USI:
      (i) Common Stock as used in this Plan shall mean the Common Stock, $.01
      par value per share, of New USI, (ii) the Board shall mean the Board of
      New USI, and (iii) each share of Company Common Stock awarded pursuant to
      this Plan shall automatically be converted into shares of New USI Common
      Stock in accordance with Section 2.9 of the Merger Agreement.

      4.3 Purchase Price. Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than par value except as otherwise permitted pursuant to
applicable law.



                                      6

<PAGE>



                                  ARTICLE V.

                                  ELIGIBILITY

      Senior officers, senior management and other key employees of the Company
and its Subsidiaries are eligible to be granted awards of Restricted Stock under
this Plan. Eligibility under this Plan shall be determined by the Committee.


                                 ARTICLE VI.

                          AWARDS OF RESTRICTED STOCK

      6.1 Awards of Restricted Stock. Subject to Section 4.1 and this Article
VI, shares of Restricted Stock may be issued to Eligible Employees under the
Plan. The Committee shall determine the eligible persons to whom, and the time
or times at which, grants of Restricted Stock will be made, the number of shares
to be awarded, the price (if any) to be paid by the recipient (subject to
Section 6.2), the time or times within which such award of Restricted Stock may
be subject to forfeiture and the rights to acceleration thereof (subject to
Section 6.3), and all other terms and conditions of the award of Restricted
Stock.

      6.2 Awards of Restricted Stock and Certificates. The prospective
Participant selected to receive a Restricted Stock Award shall not have any
rights with respect to such award of Restricted Stock, unless and until such
Participant has delivered a fully executed copy of the Restricted Stock Award
agreement evidencing the award of Restricted Stock to the Company and has
otherwise complied with the applicable terms and conditions of such award of
Restricted Stock. Further, such award of Restricted Stock shall be subject to
the following conditions:

            (a) Purchase Price. The purchase price of Restricted Stock shall be
      fixed by the Committee. Subject to Section 4.3, the purchase price for
      shares of Restricted Stock may be zero to the extent permitted by
      applicable law, and, to the extent not so permitted, such purchase price
      may not be less than par value.

            (b) Acceptance. Awards of Restricted Stock must be accepted within a
      period of sixty (60) days (or such shorter period as the Committee may
      specify at grant) after the date of grant of the award of Restricted
      Stock, by executing a Restricted Stock Award agreement and by paying
      whatever price (if any) the Committee has designated thereunder.

            (c) Legend. Each Participant receiving an award of Restricted Stock
      shall be issued a stock certificate in respect of such shares of
      Restricted Stock, unless the Committee elects to use another system, such
      as book entries by the transfer agent, as evidencing ownership of an award
      of Restricted Stock. Such


                                      7

<PAGE>



      certificate shall be registered in the name of such Participant, and shall
      bear an appropriate legend referring to the terms, conditions, and
      restrictions applicable to such award of Restricted Stock, substantially
      in the following form:

            "The anticipation, alienation, attachment, sale, transfer,
      assignment, pledge, encumbrance or charge of the shares of stock
      represented hereby are subject to the terms and conditions (including
      forfeiture) of the U.S. Industries, Inc. (the "Company") Restricted Stock
      Plan and an Agreement entered into between the registered owner and the
      Company dated __________. Copies of such Plan and Agreement are on file at
      the principal office of the Company."

            (d) Custody. If stock certificates are issued in respect of shares
      of Restricted Stock, the Committee shall require that any stock
      certificates evidencing such shares be held in custody by the Company
      until the restrictions thereon shall have lapsed, and that, as a condition
      of any award of Restricted Stock, the Participant shall have delivered a
      duly signed stock power, endorsed in blank, relating to the Common Stock
      covered by such award of Restricted Stock.

      6.3 Restrictions and Conditions on Awards of Restricted Stock. The shares
of Restricted Stock awarded pursuant to this Plan shall be subject to Article
VII and the following restrictions and conditions:

            (a) Vesting Period and Acceleration of Vesting. (i) The Restricted
      Stock awarded under this Plan shall be subject to forfeiture (or, if a
      purchase price had been paid pursuant to Section 6.2(a) above, repurchase
      for the purchase price) during a vesting period set by the Committee (the
      "Vesting Period") commencing with the date of such award of Restricted
      Stock. Except as otherwise provided in Section 8.1 hereof or as provided
      by the Committee, in its sole discretion, in the Restricted Stock Award
      agreement at the time of grant, the Vesting Period for Restricted Stock
      shall be (as determined by the Committee) either:

                  (x) seven years provided that one seventh of a Participant's
            grant of Restricted Stock shall vest on an annual basis upon the
            attainment of objective performance goals established by the
            Committee pursuant to Section 6.3(a)(ii) below, except that in the
            grant the Committee may include terms that provide Committee
            discretion not to vest Restricted Stock upon attainment of the
            performance goals; or

                  (y) (i) three years from the date of the grant with respect to
            one-third of the grant, (ii) five years from the date of grant with
            respect to one-third of the grant, and (iii) seven years from


                                      8

<PAGE>



            the date of grant with respect to one-third of the grant, with any
            fractional share resulting from the foregoing vesting schedule to be
            eliminated by adding a whole share to the first vesting date;
            provided that the restrictions to which the shares of Restricted
            Stock to be vested pursuant to the foregoing subsections (ii) and
            (iii) are subject shall lapse upon a Participant's voluntary or
            involuntary (other than cause) Termination of Employment if on the
            date of termination the Participant has attained the age of
            sixty-two (62) and such Termination of Employment has not occurred
            prior to the third anniversary of the grant.

            After the grant of a Restricted Stock Award the Committee may
      accelerate the vesting of all or any part of such award in connection with
      the occurrence of a Termination of Employment or such other extraordinary
      events as determined by the Committee in its sole discretion, but in no
      other instance.

            (ii) Objective Performance Goals, Formulae or Standards (the
      "Performance Goals"). The Committee shall establish the objective
      Performance Goals applicable to each Participant or class of Participants
      in writing prior to the beginning of the applicable performance period or
      at such later date as otherwise determined by the Committee and while the
      outcome of the Performance Goals are substantially uncertain. Such
      Performance Goals may incorporate provisions for disregarding (or
      adjusting for) changes in accounting methods, corporate transactions
      (including, without limitation, dispositions and acquisitions) and other
      similar type events or circumstances.

            (b) Rights as Stockholder. Except as provided in this subsection (b)
      and subsection (a) above and as otherwise determined by the Committee, the
      Participant shall have, with respect to the shares of Restricted Stock,
      all of the rights of a holder of shares of Common Stock of the Company
      including, without limitation, the right to receive any dividends, the
      right to vote such shares and, subject to and conditioned upon the vesting
      of shares of Restricted Stock, the right to tender such shares.

            (c) Lapse of Restrictions. If and when the Vesting Period expires
      without a prior forfeiture of the Restricted Stock subject to such Vesting
      Period, the certificates for such shares shall be delivered to the
      Participant. All legends shall be removed from said certificates at the
      time of delivery to the Participant, except as otherwise required by
      applicable law.

      6.4 Termination of Employment for Restricted Stock. Unless otherwise
determined by the Committee at grant or thereafter, upon a Participant's
Termination of Employment for any reason during the relevant Vesting Period, all
Restricted Stock still subject to restriction will be forfeited.



                                      9

<PAGE>



                                 ARTICLE VII.

                              NON-TRANSFERABILITY

      Shares of Restricted Stock may not be Transferred prior to the date on
which the applicable Vesting Period lapses, except to the extent, if at all,
that the Committee may, in accordance with the terms and provisions of the Plan,
determine at the time of grant or thereafter that an award of Restricted Stock
that is otherwise not Transferable pursuant to this Article VII is Transferable
in whole or in part and in such circumstances, and under such conditions, as
specified by the Committee. Except as otherwise specifically provided by law or
herein, no share of Restricted Stock shall be Transferable in any manner prior
to the date on which the applicable Vesting Period lapses, and any attempt to
transfer any share prior to the date on which the applicable Vesting Period
lapses shall be void, and no award of Restricted Stock shall in any manner be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person who shall be entitled to such award, nor shall it be subject to
attachment or legal process for or against such person.


                                 ARTICLE VIII.

                         CHANGE IN CONTROL PROVISIONS

      8.1 Benefits. In the event of a Change in Control of the Company (as
defined below), except as otherwise provided by the Committee upon the grant of
an award of Restricted Stock, the restrictions to which any shares of Restricted
Stock granted to a Participant prior to the Change in Control are subject shall
lapse as if the applicable Vesting Period had ended upon such Change in Control.

      8.2 Change in Control. A "Change in Control" shall be deemed to have
occurred upon:

            (a) any "person" as such term is used in Sections 13(d) and 14(d) of
      the Exchange Act (other than the Company, any trustee or other fiduciary
      holding securities under any employee benefit plan of the Company, or any
      company owned, directly or indirectly, by the stockholders of the Company
      in substantially the same proportions as their ownership of Common Stock
      of the Company), becoming the owner (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company
      representing twenty-five percent (25%) or more of the combined voting
      power of the Company's then outstanding securities;

            (b) during any period of two consecutive years individuals who at
      the beginning of such period constitute the Board of Directors, and any
      new director (other than a director designated by a person who has entered
      into an agreement with the Company to effect a transaction described in
      paragraph (a), (c), or (d) of this section)



                                      10

<PAGE>



      whose election by the Board of Directors or nomination for election by the
      Company's stockholders was approved by a vote of at least two-thirds of
      the directors then still in office who either were directors at the
      beginning of the two-year period or whose election or nomination for
      election was previously so approved, cease for any reason to constitute at
      least a majority of the Board of Directors;

            (c) the stockholders of the Company approve a merger or
      consolidation of the Company with any other corporation, other than a
      merger or consolidation which would result in the voting securities of the
      Company outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) more than fifty percent (50%) of the
      combined voting power of the voting securities of the Company or such
      surviving entity outstanding immediately after such merger or
      consolidation; provided, however, that a merger or consolidation effected
      to implement a recapitalization of the Company (or similar transaction) in
      which no person acquires more than twenty-five percent (25%) of the
      combined voting power of the Company's then outstanding securities shall
      not constitute a Change in Control of the Company; or

            (d) the stockholders of the Company approve a plan of complete
      liquidation of the Company or an agreement for the sale or disposition by
      the Company of all or substantially all of the Company's assets other than
      the sale or disposition of all or substantially all of the assets of the
      Company to a person or persons who beneficially own, directly or
      indirectly, at least fifty percent (50%) or more of the combined voting
      power of the outstanding voting securities of the Company at the time of
      the sale, including, but not limited to any entity which is, directly or
      indirectly, owned (based on normal issue voting interests or capital
      interests) after completion of the transaction at least fifty percent
      (50%) by the ultimate shareholders of the Company.


                                  ARTICLE IX.

                     TERMINATION OR AMENDMENT OF THE PLAN

      9.1 Termination or Amendment. Notwithstanding any other provision of this
Plan, the Board may at any time, and from time to time, amend, in whole or in
part, any or all of the provisions of the Plan (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in Article XI), or suspend or terminate it entirely, retroactively
or otherwise; provided, however, that, unless otherwise required by law or
specifically provided herein, the rights of a Participant with respect to an
award of Restricted Stock granted prior to such amendment, suspension or
termination, may not be impaired without the consent of such Participant. In no
event may the Plan be amended without the approval of the stockholders of the
Company in accordance with the applicable laws of the State of Delaware to
increase the aggregate number of shares of Common Stock that may be issued under
the Plan or to make any other amendment that would require



                                      11

<PAGE>



stockholder approval under the rules of any exchange or system on which the
Company's securities are listed or traded at the request of the Company.

      The Committee may amend the terms of any award of Restricted Stock
theretofore granted, prospectively or retroactively, but, subject to Article IV
above or as otherwise specifically provided herein, no such amendment or other
action by the Committee shall impair the rights of any holder without the
holder's consent.


                                  ARTICLE X.

                                 UNFUNDED PLAN

      10.1 Unfunded Status of Plan. This Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments as to which a Participant has a fixed and vested interest but which are
not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
creditor of the Company.


                                  ARTICLE XI.

                              GENERAL PROVISIONS

      11.1 Legend. The Committee may require each person receiving shares
pursuant to an award of Restricted Stock under the Plan to represent to and
agree with the Company in writing that the Participant is acquiring the shares
without a view to distribution thereof. In addition to any legend required by
this Plan, the certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on Transfer.

      All certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

      11.2 Other Plans. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required and such arrangements may be
either generally applicable or applicable only in specific cases.



                                      12

<PAGE>



      11.3 No Right to Employment. Neither this Plan nor the grant of any award
of Restricted Stock hereunder shall give any Participant or other employee any
right with respect to continuance of employment by the Company or any
subsidiary, nor shall they be a limitation in any way on the right of the
Company or any subsidiary by which an employee is employed to terminate his
employment at any time.

      11.4 Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made to a Participant, or to otherwise require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash
hereunder, payment by the Participant of, any federal, state or local taxes
required by law to be withheld. Upon the vesting of Restricted Stock, or upon
making an election under Code Section 83(b), a Participant shall pay all
required withholding to the Company.

      The Committee may permit any such statutory withholding obligation with
regard to any Eligible Employee to be satisfied by reducing the number of shares
of Common Stock otherwise deliverable or by delivering shares of Common Stock
already owned.

      11.5  Listing and Other Conditions.

            (a) As long as the Common Stock is listed on a national securities
      exchange or system sponsored by a national securities association, the
      issue of any shares of Common Stock pursuant to an award of Restricted
      Stock shall be conditioned upon such shares being listed on such exchange
      or system. The Company shall have no obligation to issue such shares
      unless and until such shares are so listed.

            (b) If at any time counsel to the Company shall be of the opinion
      that any sale or delivery of shares of Common Stock pursuant to an award
      of Restricted Stock is or may in the circumstances be unlawful or result
      in the imposition of excise taxes on the Company under the statutes, rules
      or regulations of any applicable jurisdiction, the Company shall have no
      obligation to make such sale or delivery, or to make any application or to
      effect or to maintain any qualification or registration under the
      Securities Act of 1933, as amended, or otherwise with respect to shares of
      Common Stock or awards of Restricted Stock.

            (c) Upon termination of any period of suspension under this Section
      11.5, any award of Restricted Stock affected by such suspension which
      shall not then have expired or terminated shall be reinstated as to all
      shares available before such suspension and as to shares which would
      otherwise have become available during the period of such suspension.

      11.6 Governing Law. This Plan shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).



                                      13

<PAGE>



      11.7 Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

      11.8 Other Benefits. No award of Restricted Stock payment under this Plan
shall be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or its subsidiaries nor affect any benefits under
any other benefit plan now or subsequently in effect under which the
availability or amount of benefits is related to the level of compensation.

      11.9 Costs. The Company shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any award of
Restricted Stock hereunder.

      11.10 No Right to Same Benefits. The provisions of an award of Restricted
Stock need not be the same with respect to each Participant, and such awards of
Restricted Stock to individual Participants need not be the same in subsequent
years.

      11.11 Section 16(b) of the Exchange Act. All elections and transactions
under the Plan by persons subject to Section 16 of the Exchange Act involving
shares of Common Stock are intended to comply with all exemptive conditions
under Rule 16b-3. The Committee may establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the administration and operation of
the Plan and the transaction of business thereunder.

      11.12 Severability of Provisions. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

      11.13 Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.


                                 ARTICLE XII.

                            EFFECTIVE DATES OF PLAN

      The U.S. Industries, Inc. 1997 Restricted Stock Plan initially became
effective on December 3, 1996. This restatement incorporating Amendment Number
One to the Plan and certain other changes made at the time of this restatement
is effective on June 11, 1998.



                                      14

<PAGE>



                                 ARTICLE XIII.

                                 TERM OF PLAN

      No award of Restricted Stock shall be granted pursuant to the Plan on or
after the tenth anniversary of the earlier of the effective date of the Initial
Plan or the date of stockholder approval, but awards of Restricted Stock granted
prior to such tenth anniversary may extend beyond that date.



                                 ARTICLE XIV.

                                 NAME OF PLAN

      This Plan shall be known as the "U.S. Industries, Inc. Restricted Stock
Plan."










                                      15