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                                                                   EXHIBIT 10.13

                         STATEMENT OF POLICY REGARDING
                     EXECUTIVE SEVERANCE PAY BONUS PROGRAM
                (AS AMENDED AND RESTATED AS OF AUGUST 25, 1997)


          1.  PURPOSE.  In order for the Company (as defined below) to attract
and retain well qualified executives and to assure the Company, the stockholders
of the Company, and the Company's Executives (as defined below) of a stable and
dedicated management, the Board of Directors (the "Board") of the Company has
adopted the policy, as stated herein (the "Policy"), of providing Bonuses (as
defined below) and Severance Pay (as defined below) to selected Executives under
the circumstances and conditions as hereinafter set forth.

          2.  COMPANY AND SUCCESSORS BOUND.  The term "Company" shall mean
Oshman's Sporting Goods, Inc., a Delaware corporation ("Oshman's") and Oshman
Sporting Goods, Inc.-Services, a Delaware corporation and wholly owned
subsidiary of Oshman's, taken together, and any successor of either such
corporation, including, but not limited to, any successor which acquires the
beneficial ownership of the assets of, or continues the business of, Oshman's or
Oshman's Sporting Goods, Inc.-Services after a Change of Control (as defined in
paragraph 4).

          3.  EFFECTIVE DATE.  The effective date of the Policy shall be the
date on which a Change of Control (as defined below) occurs.

          4.  CHANGE OF CONTROL.  The term "Change of Control" shall mean any
event or transaction whereby, or time when, (A) a corporation, person or group
acting in concert as described in Section 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), holds or acquires beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act),
whether directly or indirectly, of a number of shares of capital stock or
securities of Oshman's which represent 50% or more of the combined voting power
of Oshman's then outstanding capital stock or other indicia of ownership of such
securities which are entitled to vote in elections of directors, or (B) there is
a change in the ownership of 80% or more of the assets of Oshman's (determined
on a book value basis), whether such change in ownership occurs by sale,
liquidation, merger or otherwise.  Notwithstanding the foregoing, the term
"Change of Control" shall not include any event, transaction or time otherwise
falling within clause (A) of the preceding sentence if the corporation, person
or group (i) was, on December 6, 1988 (the "Adoption Date"), the beneficial
owner (including for purposes of such determination any shares held in trust for
the benefit of such person) of 20% or more of Oshman's outstanding voting stock
or (ii) is an individual who was, on the Adoption Date, an executive officer of
the Company or is a group primarily composed of individuals who were, on the
Adoption Date, executive officers of the Company.

          5.  EXECUTIVE.  The term "Executive" shall mean those employees of the
Company designated by the Board as Executives entitled to the benefits of this
Policy.  Once an employee 

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has been designated by the Board as an Executive, such employee shall continue
to be considered an Executive for the purposes of this Policy until that date
which is one year after the date on which the employee is notified in writing
that the Board has withdrawn the designation of such employee as an Executive.

          6.  TERMINATION.  For the purpose of paragraph 7 of this policy, the
term "Termination" shall mean, during the period beginning on the date on which
a Change of Control first occurs and ending on the date which is six months
thereafter, termination of the employment relationship between the Executive and
the Company (i) by the Company for any reason other than for Cause (as defined
below), (ii) by the Executive for Good Reason (as defined below) or (iii) by
reason of death or Disability (as defined below) of the Executive.

          The term "Cause" shall mean termination of employment by the Company
upon (i) the willful and continued failure by the Executive to substantially
perform his duties with the Company (other than any such failure resulting from
any incapacity due to physical or mental illness, or Disability, as defined
below), after a demand for substantial performance is delivered to the Executive
by the Company which specifically identifies the reason or reasons for the
Board's determination that the Executive has not substantially performed his
duties, or (ii) the Executive's willful engaging in misconduct which is
determined by the Board to be materially injurious to the Company, monetarily or
otherwise.  For purposes of this paragraph, no act, or failure to act by an
Executive shall be considered "willful" unless done, or omitted to be done, by
such Executive not in good faith and without reasonable belief that such action
or omission was in the best interest of the Company.  Notwithstanding the
foregoing, an Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to the Executive a copy of a
written notice of termination from the Company after reasonable notice to such
Executive and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board, finding that in the good faith opinion of
the Board such Executive was guilty of conduct set forth above in clauses (i) or
(ii) of the first sentence of this paragraph and specifying the particulars
thereof in detail.

          The term "Disability" shall mean that the Executive is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or to be of long continued and indefinite duration.  A doctor's
certificate to this effect is prerequisite to the Board's finding that the
Executive has suffered a Disability.

          The term "Good Reason" shall mean termination of the Executive's
employment with the Company based on: (i) subsequent to a Change of Control and
without the Executive's express written consent, the assignment to the Executive
of any duties inconsistent with the Executive's positions, duties,
responsibilities and status with the Company immediately prior to a Change of
Control, or a change in the Executive's reporting responsibilities, titles or
offices as in effect immediately prior to a Change of Control, except in
connection with the termination of the Executive's employment for Cause or as a
result of the Executive's death or by the Executive other than for Good Reason;
(ii) subsequent to a Change of Control, a reduction by the 

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Company in the Executive's base salary as in effect immediately prior to a
Change of Control or as the same may be increased from time to time; (iii)
subsequent to a Change of Control and without the Executive's express written
consent, the Company's requiring the Executive to be based anywhere other than
within the county in which such Executive is based on the Adoption Date, except
for required travel on the Company's business to an extent substantially
consistent with the Executive's business travel obligations immediately prior to
the Change of Control; (iv) subsequent to a Change of Control, the failure by
the Company to continue in effect any life insurance plan, health-and-accident
plan or disability plan in which the Executive is participating at the time of a
Change of Control (or plans providing the Executive with substantially similar
benefits), the taking of any action by the Company which would adversely affect
the Executive's participation in or materially reduce the Executive's benefits
under any of such plans, or the failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive would then be
entitled in accordance with the Company's normal vacation policy in effect
immediately prior to the date of the Change of Control; (v) subsequent to a
Change of Control, any purported termination of the Executive Employment which
is not effected pursuant to a notice of termination satisfying the requirements
of the second preceding paragraph of this paragraph 6, and no such purported
termination shall be effective.

          7.  AMOUNT OF BONUS OR SEVERANCE PAY.  In the event that (a) an
Executive continues in the employ of the Company for more than six months after
a Change of Control in which case the compensation such Executive is to receive
hereunder shall be referred to as a "Bonus") or (b) there is a Termination of an
Executive's employment with the Company within six months after a Change of
Control (in which case the compensation such Executive is to receive hereunder
shall be referred to as "Severance Pay"), the Company shall pay to the
Executive, within ten (10) days of the date of such Termination or the sixth
month anniversary date of the Change of Control, as the case may be, an amount
of compensation Bonus or Severance Pay) equal to the lesser of (i) $75,000 or
(ii) the maximum amount of additional compensation which may be paid to the
Executive (after taking into account all other amounts payable to or for the
Executive) without such additional compensation resulting in the denial of any
Federal income tax deduction by the Company for such payments under Section 280G
of the Internal Revenue Code of 1986 (the "Code") or the imposition of any
excise tax under Section 4999 of the Code; provided, however, that in no event
shall the amount of any Severance Pay hereunder exceed 200 percent of the
compensation paid to the terminated Executive by the Company in the fiscal year
immediately preceding such Executive's Termination.  For purposes of clause (i)
of the preceding sentence, the determination of whether Section 280G or Section
4999 of the Code applies to Bonus or Severance Pay otherwise payable to an
Executive, and, if so, the maximum amount of Bonus or Severance Pay which may be
paid in accordance with (ii) of the preceding sentence, shall be made by the
Board, which may rely upon the advice of the Company's legal counsel, and such
determination shall be conclusively binding upon the Company and the Executive.
If the determination of the Board as provided in the immediately preceding
sentence is not accepted by the Internal Revenue Service upon audit of either
the Company or the Executive, the Company shall pay to the Executive an amount
(the "Gross-Up Amount") equal to the excise tax imposed, if any, upon the
Executive under Section 4999 of the Code in respect of any Bonus or Severance
Pay paid hereunder.  The Company shall 

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not be liable to the Executive for reimbursement of any excise tax on the Gross-
Up Amount, or for any other tax, penalty, interest, cost or damages. For
purposes of this paragraph 7, the Gross-Up Amount shall not constitute Bonus or
Severance Pay. The Company shall pay the Gross-Up Amount to the Executive within
thirty (30) days of notice informing the Company of (x) the occurrence of a
final determination of the Executive's liability for excise tax in respect of
the Bonus or Severance Pay under Section 4999 of the Code and (y) the amount of
such excise tax, exclusive of penalties and interest thereon. Notwithstanding
the foregoing, the Company shall not be required to pay the Gross-Up Amount
unless it has been afforded a reasonable opportunity to defend, by
administrative or judicial proceedings, against the assertion of a deficiency
for excise tax under Section 4999 of the Code. References herein to specific
sections or provisions of the Code shall be deemed to refer to any successor
provision of Federal tax law.

          In the event that the Executive should die after becoming entitled to
Bonus or Severance Pay, but prior to receiving all of any such Bonus or
Severance Pay due under this Policy, any unpaid amount of such Bonus or
Severance Pay shall be paid to the Executive's spouse, if any such spouse is
then living, or, if not, to the executor or administrator of such Executive's
estate, or to such Executive's devisees or heirs at law, as applicable, if no
administration is had on the Executive's estate.

          8.  ADMINISTRATION OF POLICY.  The Board shall have the power to take
all actions reasonably required to carry out the terms and provisions of this
Policy including, but not limited to, (i) the right to construe, construct and
interpret the Policy, including as necessary, correcting any defect, supplying
any omission or reconciling any inconsistency which may arise under the Policy,
(ii) decide all questions as to eligibility for benefits and the amount and
timing of payment of benefits and to make factual determinations that may affect
eligibility for and/or the amount or timing of benefits, (iii) to make written
rules and regulations which are not inconsistent with this Policy, to the extent
the Board determines in its sole discretion that such rules and regulations are
necessary or appropriate, and (iv) to do such other acts as the Board, in its
sole discretion, deems necessary, appropriate, desirable or convenient in order
to (a) administer this Policy in accordance with its terms and provisions, or
otherwise as may otherwise be required by applicable law or regulation and (b)
to otherwise carry out the purposes and objectives of this Policy.  All rules,
regulations, decisions, and computations of the Board shall be uniformly and
consistently applied to persons in similar circumstances.  The judgment of the
Board shall be final, binding and conclusive as to all affected persons.

          9.  AMENDMENT OF POLICY.  This Policy may be amended by approval of a
majority of the members of the Board at any time after the Adoption Date if, and
only to the extent that the Board determines necessary, the Board determines in
the exercise of its sole discretion that (i) there have been amendments to
provisions of the Code which are directly relevant to Bonus or Severance Pay
hereunder, or judicial or administrative interpretations thereof, which would
both materially and adversely affect the Federal tax consequences, either to the
Company or to an Executive, of any Bonus or Severance Pay to be paid or received
hereunder, or (ii) there has been an adoption or amendment of any other law or
regulation, or judicial or administrative 

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interpretation thereof, which would prohibit or materially limit the payment of
any Bonus or Severance Pay hereunder.

          10.  LIMITATION OF RIGHTS.  Nothing in this Policy shall be construed
to (i) give any employee of the Company any right to be awarded a benefit other
than in accordance with this Policy or to voluntarily or involuntarily
anticipate, alienate, assign or otherwise transfer any such benefit; (ii) limit
in any way the right of the Company to terminate an employee's employment with
the Company at any time; or (iii) evidence any agreement or understanding,
express or implied, that the Company will employ an employee in any particular
position or for any particular remuneration.

          11.  PAYMENT FUNDED BY GENERAL CREDIT OF COMPANY.  The Company shall
not be required to set aside or earmark any specific amounts or otherwise create
any type of fund to meet any obligations it may incur under the Policy.  The
rights of the Executive and any persons claiming under the Executive shall be
solely those of an unsecured creditor of the Company.

          12.  NOTICE.  For purposes of the Policy, written notice to the
Executive shall be deemed sufficient if delivered by hand to the Executive; or
if sent by registered mail (return receipt requested) to the last address
furnished to the Board by the Executive.  Similarly, written notice to the
Company shall be deemed sufficient if delivered in hand to the Company, or if
sent by registered mail (return receipt requested) to the executive offices of
the Company.  Notice given in accordance herewith shall be effective as of the
date of the postmark if mailed via registered mail and the return receipt is
received by the sender, or upon actual receipt by the party receiving notice in
the event that (i) such return receipt is received by the sender or (ii) notice
is given by in hand delivery.

          13.  WITHHOLDING.  The Company shall withhold any tax required to be
withheld from any payment under this Policy.

          14.  GOVERNING LAW; BINDING EFFECT.  This Policy shall be subject and
governed by the laws of the State of Texas and, to the extent applicable, the
laws of the United States.  This Policy shall be a binding, enforceable
obligation of the Company.

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