e                                                                   EXHIBIT 10.f

                              AMENDED AND RESTATED
                               SUNBEAM CORPORATION
                                EQUITY TEAM PLAN

                        (Amended as of December 5, 1996)

1.      PURPOSE.

        The purpose of the Sunbeam Corporation Equity Team Plan is to provide
        incentives for selected executives, key employees, Outside Directors and
        Designated Others to promote the financial success and progress of
        Sunbeam Corporation. Capitalized terms used throughout this Plan shall
        have the meanings ascribed to them in Section 16 hereof.

2.      STOCK SUBJECT TO THE PLAN.

        (a)    Subject to the provisions of this Section and Section 9, the
               maximum number of shares of Stock that may be issued under the
               Plan is 11,500,000 shares, to be allocated as follows:

               (i)    11,300,000 shares may be issued in connection with the
                      grant of Options pursuant to Section 3; and

               (ii)   200,000 shares may be issued in connection with the grant
                      of Restricted Stock Awards pursuant to Section 3.

               Such shares may be either authorized but unissued shares or
               treasury shares.

        (b)    The number of shares subject to an Option or a Restricted
               Stock Award that has been granted under the Plan shall no longer
               be charged against the limitation provided in Section 2(a), and
               may again be made subject to Options or Restricted Stock Awards,
               as the case may be, to the extent that Options expire unexercised
               or are terminated, surrendered or canceled before exercise or
               Restricted Stock Awards are forfeited, terminated, surrendered or
               canceled due to a Participant's termination of employment or
               service as an Outside Director or for any other reason.

3.      GRANTS OF OPTIONS AND RESTRICTED STOCK AWARDS.

        (a)    Subject to the provisions of the Plan, the Committee may at any
               time, or from time to time, grant Options to officers, key
               employees, Outside Directors of the Company (or its subsidiaries)
               and Designated Others.

        (b)    Subject to the provisions of the Plan, the Committee may at any
               time, or from time to time, grant shares of Stock which are
               subject to the Restrictions set forth in Section 4(b)
               ("Restricted Stock") to officers, key employees and Outside
               Directors of the Company (or its subsidiaries) and Designated
               Others.

        (c)    The Committee shall cause shares of Restricted Stock to be
               issued to each Outside Director immediately and automatically
               upon his or her election, re-election or appointment as a
               Director of the Company. If such Outside Director is elected at
               an Annual Meeting of the Shareholders of the Company (the "Annual
               Meeting"), the number of shares of Restricted Stock to be issued
               shall




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               be 1,500. The number of shares of Restricted Stock to be issued
               to an Outside Director who is elected or appointed at any time
               other than at an Annual Meeting shall be 1,500 multiplied by a
               fraction, the numerator of which shall be the number of days
               after the date of such election to and including the date of the
               next Annual Meeting (which for such purpose shall be assumed to
               be the next May 15) and the denominator of which shall be 365;
               provided, however, (i) that in the case of an Outside Director
               elected to the Board for the first time during the period
               beginning August 1, 1996 and ending December 31, 1996, the number
               of such shares shall not be prorated, and each such Outside
               Director shall receive 1,500 shares for the period of his service
               between the date of his election and the date of the next Annual
               Meeting (assumed to be May 15, 1997); and (ii) that each
               incumbent Outside Director, elected prior to August 1, 1996,
               shall receive that number of shares of Restricted Stock which
               results from applying to 1,500 such shares the proration formula
               provided above, using for such calculation the period from August
               6, 1996 until and including the date of the next Annual Meeting
               (assumed to be May 15, 1997).

        (d)    Deleted.

        (e)    Each Option shall be evidenced by a Stock Option Agreement, and
               each Restricted Stock Award shall be evidenced by a Restricted
               Stock Award Agreement, each in a form approved by the Committee
               or by a Company officer designated by the Committee.

        (f)    Notwithstanding any other provision of the Plan, no person shall
               be granted Options for more than 250,000 shares of Stock or
               Restricted Stock Awards for more than 25,000 shares of Stock in
               any single fiscal year of the Company.

4.      TERMS AND CONDITIONS.

        (a)    OPTIONS.

               (i)    An Option shall entitle the Participant who holds it to
                      exercise the Option on and subject to the terms,
                      conditions and restrictions of the Plan (as the Plan may
                      be amended from time to time) and such additional terms,
                      conditions and restrictions as may be imposed by the
                      Committee at the time of grant.

               (ii)   Unless otherwise specified by the Committee, the term
                      of each Option granted prior to May 15, 1996 (herein the
                      "1996 Amendment Date") and which is In-the-Money as of the
                      1996 Amendment Date shall commence on the date of grant of
                      the Option and shall expire at the close of business on
                      the earlier of (A) the tenth anniversary of the date of
                      grant or (B) the 45th day following the termination of the
                      Participant's employment with, or service as director of,
                      the Company (or a subsidiary). Unless otherwise specified
                      by the Committee, the term of each Option granted on or
                      after the 1996 Amendment Date and the term of each Option
                      granted prior to the 1996 Amendment Date which is Out-
                      of-the- Money as of the 1996 Amendment Date, shall
                      commence on the Grant Date of the Option and shall expire
                      at the close of business on the earliest of (A) the tenth
                      anniversary of the Grant Date; or (B) the third
                      anniversary of the date of termination of the
                      Participant's employment with, or service as a director
                      of, the Company (or a subsidiary), in the case of
                      retirement or termination by the Company without Cause; or
                      (C) 90 days after the date of termination of employment in
                      the case of resignation, voluntary departure or

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                      termination by the Company with Cause; or (D) in the case
                      of a Designated Other, the date specified in the Stock
                      Option Agreement. Notwithstanding the foregoing sentence,
                      Participants who are subject to Section 16(b) of the
                      Exchange Act shall have until the earlier of (A) the tenth
                      anniversary of the Grant Date; or (B) the third
                      anniversary of the date of termination of their employment
                      with, or service as a director of the Company, regardless
                      of the cause, within which to exercise Options which are
                      granted on or after the 1996 Amendment Date and Options
                      which are Out-of-the-Money as of the 1996 Amendment Date;
                      provided, however, that no such Option may be exercised by
                      any such person during the period beginning on the date of
                      termination and ending on the six month anniversary of the
                      date of termination.

               (iii)  All Restrictions shall lapse with respect to the
                      Restricted Stock subject to a Restricted Stock Award made
                      to an Outside Director pursuant to Section 3(c) hereof
                      immediately and automatically upon the Director's
                      acceptance of election or appointment as a Director of the
                      Company, as evidenced in such manner as may be established
                      by the Committee. Unless otherwise specified by the
                      Committee (which is empowered to provide different vesting
                      schedules with respect to any grant of Options or
                      Restricted Stock), all other Options granted under the
                      Plan shall become exercisable with respect to 20% of the
                      shares subject to the Option beginning on the first
                      anniversary of the Grant Date and as to an additional 20%
                      on each of the second, third, fourth and fifth
                      anniversaries of the Grant Date (each twelve month period
                      ending on an anniversary of a Grant Date being referred to
                      herein as an "Option Year"), provided in each case that
                      the Participant shall have remained an employee or a
                      director of the Company (or a subsidiary), or in the case
                      of a Designated Other, shall have remained in the position
                      set forth in the Stock Option Agreement, continuously
                      since the Grant Date. Notwithstanding the foregoing,
                      during the remaining term of any options (if not already
                      so exercisable) : (A) if a Participant's employment or
                      service as a director, or in the case of a Designated
                      Other, the period of service as defined in the Stock
                      Option Agreement, terminates due to death, all Options
                      held by the Participant at death shall become immediately
                      exercisable in full; (B) upon a Change in Control, coupled
                      with a Change in Status of a Participant, all Options held
                      by such Participant who is then an employee or director of
                      the Company (or a subsidiary) shall become immediately
                      exercisable in full; and (C) in the event that the
                      exercisability of an Option accelerates due to a Change in
                      Control and a Change in Status, Participants who are
                      subject to Section 16(b) of the Exchange Act may not sell
                      the shares acquired upon such accelerated exercise within
                      six months of the Grant Date of such Option.

               (iv)   Except to the extent permitted by Rule 16b-3 or its
                      successor, Options shall not be sold, assigned,
                      transferred, pledged, hypothecated, or otherwise disposed
                      of, except by will or the laws of descent and
                      distribution, pursuant to a qualified domestic relations
                      order ("QDRO") as defined in the Code or ERISA (or the
                      rules thereunder) or as otherwise set forth in this
                      Section 4(a)(iv). Each Option shall be exercisable during
                      the lifetime of a Participant only by the Participant to
                      whom it was granted, and after the Participant's death
                      only by the Participant's estate or legal representative.
                      To the extent exercisable, an Option may be exercised in
                      whole at any time, or in part from time to time, during
                      the term of the Option.

               (v)    Any Option may be converted, modified, forfeited or
                      canceled, prospectively or retroactively, in whole or in
                      part, by the Committee in its sole discretion; provided,


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                      however, that no such action shall adversely affect the
                      rights of any Participant under any Option granted prior
                      to such action without his consent. Except as may be
                      otherwise provided in an Agreement, the Committee may, in
                      its sole discretion, in whole or in part, waive any
                      restrictions or conditions applicable to, or accelerate
                      the vesting of, any Option.

        (b)    STOCK AWARDS.

               (i)    Upon the grant of a Restricted Stock Award, a stock
                      certificate representing a number of shares of Stock equal
                      to the number of shares of Restricted Stock granted to a
                      Participant shall be registered in the Participant's name
                      but shall be held in custody by the Company for the
                      Participant's account. The Participant shall generally
                      have the rights and privileges of a stockholder as to such
                      Restricted Stock, including the right to vote such
                      Restricted Stock, except that the following restrictions
                      (the "Restrictions") shall apply: (A) the Participant
                      shall not be entitled to delivery of the certificate until
                      the Restricted Period (set forth in paragraph (iii) below)
                      applicable to such Restricted Stock has expired or
                      terminated and until any other conditions prescribed by
                      the Committee are satisfied; (B) none of the Restricted
                      Stock may be sold, transferred, assigned, pledged, or
                      otherwise encumbered or disposed of during the Restricted
                      Period applicable to such Restricted Stock and prior to
                      the satisfaction of any other conditions prescribed by the
                      Committee; and (C) shares of Restricted Stock shall be
                      forfeited and all rights of the Participant to such
                      Restricted Stock shall terminate without further
                      obligation on the part of the Company unless the
                      Participant has (1) remained an employee or a director of
                      the Company (or a subsidiary) until the expiration or
                      termination of the Restricted Period applicable to such
                      Restricted Stock (or in the case of a Designated Other,
                      the duration specified in the Restricted Stock Award
                      Agreement) and (2) satisfied any other conditions
                      prescribed by the Committee applicable to such Restricted
                      Stock. At the discretion of the Committee, cash and stock
                      dividends with respect to the Restricted Stock may be
                      either currently paid or withheld by the Company for the
                      Participant's account. Cash dividends so withheld by the
                      Committee shall not be subject to forfeiture. Upon the
                      forfeiture of any shares of Restricted Stock, such
                      forfeited Restricted Stock shall be transferred to the
                      Company without further action by the Participant. The
                      Participant shall have the same rights and privileges, and
                      be subject to the Restrictions, with respect to any shares
                      or other property received pursuant to Section 9.

               (ii)   Upon the expiration or termination of the Restricted
                      Period with respect to shares of Restricted Stock and the
                      satisfaction of any other conditions prescribed by the
                      Committee, the Restrictions applicable to such Restricted
                      Stock shall lapse and a stock certificate for the number
                      of shares of Stock with respect to which the Restricted
                      Period has lapsed shall be delivered, free of all
                      restrictions, except any that may be imposed by law, to
                      the Participant or the Participant's beneficiary or
                      estate, as the case may be. The Company shall not be
                      required to deliver any fractional share of Stock but will
                      pay, in lieu thereof, the Fair Market Value (determined as
                      of the date the Restricted Period expires or terminates)
                      of such fractional share to the Participant or the
                      Participant's beneficiary or estate, as the case may be.
                      No payment will be required from the Participant upon the
                      issuance or delivery of any shares of Stock under this
                      paragraph, except that any amount necessary to satisfy
                      applicable federal, state or local tax requirements shall
                      be withheld or paid promptly upon notification of the
                      amount due and prior to or concurrently with the issuance
                      or delivery of a certificate representing such shares.

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               (iii)  Unless otherwise specified by the Committee at the
                      time of the award and included in the Restricted Stock
                      Award Agreement, the Restrictions shall also lapse with
                      respect to one-fifth of the Restricted Stock subject to
                      all other Restricted Stock Awards on each of the first
                      through the fifth anniversaries of the Grant Date,
                      provided in each case that the Participant shall have
                      remained an employee or a director of the Company (or a
                      subsidiary) continuously since the date of grant (or in
                      the case of a Designated Other, shall have complied with
                      the terms and conditions of the Restricted Stock Award
                      Agreement). Notwithstanding the foregoing: (A) if a
                      Participant's employment or service as a director, or in
                      the case of a Designated Other, the period defined in the
                      Restricted Stock Award Agreement, terminates due to death,
                      the Restrictions shall lapse with respect to all
                      Restricted Stock Awards held by the Participant at death
                      (if not already so lapsed); (B) upon a Change in Control,
                      coupled with a Change in Status of a Participant, the
                      Restrictions shall lapse with respect to all Restricted
                      Stock Awards held by such Participant who is an employee
                      or director of the Company (or a subsidiary) (if not
                      already so lapsed); and (C) in the event of an accelerated
                      lapse of Restrictions due to a Change in Control and a
                      Change in Status, Participants who are subject to Section
                      16(b) of the Exchange Act may not sell the shares of Stock
                      whose Restrictions have so lapsed within six months of the
                      Grant Date of the Restricted Stock Award pursuant to which
                      such Stock was received. The "Restricted Period" as to any
                      shares constituting part of a Restricted Stock Award shall
                      be the period of time commencing with the Grant Date of a
                      Restricted Stock Award and ending with the date on which
                      the Restrictions lapse with respect to any such shares, or
                      any portion thereof.

        (c)    In the event that the acceleration of (i) the exercisability
               of an Option or (ii) the lapse of Restrictions relating to
               Restricted Stock upon a Change in Control and a Change in Status
               results in excise tax pursuant to Section 4999 of the Code, or
               any successor or similar provision thereto, or comparable state
               or local tax laws, the Company shall pay to the Participant such
               additional compensation as is necessary (after taking into
               account all Federal, state and local income and excise taxes
               payable by the Participant as a result of the receipt of such
               compensation ) to place the Participant in the same after-tax
               position he would have been in had no such excise tax (or any
               interest or penalties thereon) been paid or incurred. The amount
               of such payment shall be determined by the independent accounting
               firm serving as the Company's outside auditor immediately prior
               to the Change in Control.

5.      EXERCISE OF OPTIONS.

        (a)    The Exercise Price of the shares purchasable under an Option
               shall be the Fair Market Value per share on the Grant Date of
               such Option, subject to subsequent adjustment pursuant to the
               provisions of Section 9.

        (b)    Options shall be considered exercised (herein the "Exercise
               Date") on the date written notice, in such form as the Committee
               may prescribe, is received by the Option Plan Administrator of
               the Company, advising of the exercise of an Option and either
               transmitting payment of the total Exercise Price for the number
               of shares of Stock involved or electing one of the alternative
               payment procedures set forth in Section 5(c) below.

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        (c)    The Exercise Price shall be paid in cash (including cash
               obtained through a margin loan on the shares as to which the
               Option is being exercised) or (and provided (x) the use of the
               following procedure by a Participant would comply with safeguards
               established by the Committee designed to avoid "short-swing"
               profits to the Participant under Section 16(b) of the Exchange
               Act, and (y) does not otherwise violate any applicable laws)
               through (i) a broker-assisted cashless exercise program
               established by the Committee, based on the actual proceeds from
               the sale of share of Stock; or (ii) in shares of Stock, valued on
               the basis of the closing market price of the Stock on the
               Exercise Date.

        (d)    Subject to the provisions of Section 6 and the other
               provisions of the Plan, the Stock Option Agreement and the
               Option, the Company shall issue shares of Stock in the
               Participant's name as soon as practicable (but in no event later
               than 30 days) after the Exercise Date. The Participant shall not
               be deemed to be a holder of any shares pursuant to an Option, and
               shall not have any rights as a stockholder in connection with
               such shares, until the date of transfer of shares of Stock to the
               Participant. The Company shall have no liability of any nature
               whatsoever to any Participant by reason of any change in the
               market price of the Stock during the period of time between the
               Exercise Date and the date on which any shares of Stock resulting
               from the exercise are issued or sold.

6.      RESTRICTIONS.

        (a)    Notwithstanding any other provision of the Plan, an Option or
               Restricted Stock Award to the contrary, no Option shall be
               exercised, and the Company shall not be obligated to issue or
               transfer shares of Stock under any Option or Restricted Stock
               Award, until the Company shall have received such assurances as
               the Company may reasonably request from its counsel that the
               exercise of the Option and the issuance and transfer of shares
               pursuant to the Option or Restricted Stock Award will not violate
               the Securities Act of 1933, as amended, or any other applicable
               Federal or state laws. In connection with any such issuance or
               transfer, the Participant shall, if requested by the Company,
               give assurances satisfactory to counsel to the Company, in
               respect of the Participant's investment intent or such other
               matters as counsel to the Company may deem necessary or desirable
               to assure compliance with all applicable legal requirements.

        (b)    No provisions of the Plan or any Option or Restricted Stock Award
               shall be interpreted or construed to obligate the Company to
               register any Stock under Federal or state law.

        (c)    The Company and the Committee reserve the right to
               investigate at any time the circumstances surrounding any
               exercise of Options, including any investigation regarding
               whether a Participant is in compliance with the provisions of
               Section 13 hereof (or has threatened or is reasonably believed to
               intend to violate the provisions of Section 13 hereof), and the
               Company and the Committee shall have no liability or
               responsibility to any Participant for any alleged damage
               sustained by the Participant by reason of any delay in the
               implementation of an Option exercise during the pendency of any
               such investigation, whether by reason of any change in the market
               price of the Stock or otherwise.

        (d)    Notwithstanding any other provision hereof, the Committee shall
               have the right at any time to deny or delay a Participant's
               exercise Options if such Participant is reasonably believed by
               the Committee (i) to be engaged in material conduct adversely
               affecting the Company or (ii) to be


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               contemplating such conduct, unless and until the Committee shall
               have received reasonable assurance that the Participant is not
               engaged in, and is not contemplating, such material conduct
               adverse to the interests of the Company.

        (e)    Participants are and at all times shall remain subject to the
               trading window policies adopted by the Company from time to time
               throughout the period of time during which they may exercise
               Options or sell Restricted Stock granted pursuant to the Plan.
               Participants may request at any time a copy of any calendar of
               scheduled open windows by contacting the Option Plan
               Administrator.

7.      FAIR MARKET VALUE.

        (a) During any period that the Company's Stock is Actively Traded, Fair
        Market Value shall equal the arithmetic average of the closing prices of
        a share of Stock on the exchange or national market system on which the
        Stock is traded, for the last twenty market trading days prior to the
        date of determination of Fair Market Value, or pursuant to such other
        method as the Committee may reasonably specify for determining the
        Stock's Fair Market Value.

        (b) During any period during which the Company's Stock is not Actively
        Traded, Fair Market Value shall be determined by the Committee.

8.      TERM.

        This Amended and Restated Plan shall be effective as of the date set
        forth on the first page hereof. No Option or Restricted Stock Award
        shall be granted under the Plan after February 12, 2006, but the Plan
        shall continue in effect thereafter with respect to any previously
        granted Options and Restricted Stock Awards that remain outstanding and
        the duration of any such grant or award shall not be affected by the
        expiration of the Plan.

9.      ADJUSTMENTS.

        In the event that any recapitalization, or reclassification, split-up or
        consolidation of shares of Stock shall be effected, or the outstanding
        shares of Stock shall, in connection with a merger or consolidation of
        the Company or a transaction or series of related transactions that
        results in the sale of all or substantially all of the Company's assets,
        be exchanged for a different number or class of shares of stock or other
        securities or property of the Company or any other Person, or a record
        date or dates for determination of holders of Stock entitled to receive
        a dividend payable in stock or a liquidating dividend (or series of
        dividends) shall occur, equitable and proportional adjustments aimed at
        preventing the inequitable enlargement or dilution of any rights
        hereunder shall be made to (i) the number and class of shares or other
        securities or property that may be issued or transferred pursuant to the
        Plan and any outstanding Options and Restricted Stock Awards and (ii)
        the Exercise Price to be paid per share under any outstanding Options;
        PROVIDED, HOWEVER, that in the event of a merger or consolidation of the
        Company, or similar transaction pursuant to which the outstanding Stock
        is exchanged for cash or other property, the unexercised Options shall
        thereafter be exercisable for, and the Restricted Stock Awards shall
        entitle the Participant to receive, the cash or other property which an
        Option or Restricted Stock Award holder, as the case may be, would have
        been entitled to receive had the Options been exercised, or the
        Restrictions relating to the Restricted Stock Award lapsed, immediately
        prior to the record date for such merger, consolidation or similar
        transaction except to the extent that provision is made in writing in
        connection with such transaction for (1) the assumption of the Options
        by, or the substitution for the Options of new options covering the
        stock of, a successor acquiring

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               corporation, in each case providing terms no less favorable to
               the holder of such Options than would an assumption or
               substitution described in Treasury Regulation ss.1.425-1(a) that
               would not constitute a "modification" for purposes of Code
               ss.424(a), and (2) the substitution for Restricted Stock Awards
               of stock of a successor or acquiring corporation having terms no
               less favorable to the holder thereof than the terms of the
               Restricted Stock Award in effect before such transaction.

10.     ADMINISTRATION.

        (a)    The Plan shall be administered by the Committee. The
               Committee shall, subject to the provisions of the Plan, have full
               power and authority to administer the Plan, to select the
               Participants in the Plan, and, except for grants and awards which
               are automatically made to Outside Directors as provided pursuant
               to Section 3 of the Plan, to determine the number of shares to be
               made subject to each Option and Restricted Stock Award and all
               terms and conditions of each Option and Restricted Stock Award.
               The Committee shall have the power to interpret the Plan and to
               adopt such rules for the administration, interpretation and
               application of the Plan as are consistent therewith and to
               interpret, amend or revoke any such rules. All actions taken and
               all interpretations and determinations made by the Committee
               shall be final and binding upon all Participants, the Company and
               all other interested persons, absent a determination by a court
               of competent jurisdiction that the Committee has acted in bad
               faith or has engaged in reckless or willful misconduct.

        (b)    Members of the Committee and the Board and officers administering
               this Plan shall be fully protected in taking actions under the
               Plan or in relying upon the advice of counsel and shall incur no
               liability except for bad faith, recklessness or willful
               misconduct in the performance of their duties.

        (c)    Except as required by Rule 16b-3 with respect to grants of
               Options to individuals who are subject to Section 16 of the
               Exchange Act, or as otherwise required for compliance with Rule
               16b-3 or other applicable law, the Committee may delegate all or
               any part of its authority under the Plan to an employee,
               employees or committee of employees.

        (d)    To the extent the Committee deems it necessary, appropriate or
               desirable to comply with foreign law or practices and to further
               the purpose of the Plan, the Committee may, without amending this
               Plan, establish special rules applicable to Options granted to
               Participants who are foreign nationals, are employed outside the
               United States, or both, including rules that differ from those
               set forth in the Plan, and grant Options to such Participants in
               accordance with those rules.

        (e)    Determinations by the Committee under the Plan relating to the
               form, amount and terms and conditions of grants and awards need
               not be uniform, and may be made selectively among persons who
               receive or are eligible to receive grants and awards under the
               Plan, whether or not such persons are similarly situated.

11.     GENERAL PROVISIONS.

        (a)    Nothing in this Plan or in any instrument executed pursuant
               hereto shall confer upon any Person any right to continue in the
               employment or other service of the Company (or any subsidiary),
               or shall affect the right of the Company (or any subsidiary) to
               terminate the employment or other service of any person at any
               time with or without Cause.

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        (b)    The Company may make appropriate provisions for the
               withholding of any taxes which the Company determines it is
               required to withhold in connection with any Option or Restricted
               Stock Award including, at the request of a Participant and
               provided that it does not violate any applicable laws, the
               payment of such withholding taxes through a broker-assisted sale
               of a sufficient number of shares underlying the Option or subject
               to the Restricted Stock Award or by delivery to the Company of
               shares of Stock previously owned by the Participant, in either
               case having an actual sale price equal to the amount of such
               taxes. Notwithstanding the foregoing, a Participant whose
               transactions in Stock are subject to Section 16(b) of the
               Exchange Act may make a share withholding election only if it
               complies with safeguards established by the Committee designed to
               avoid "short swing" profits to the Participant under Section
               16(b) of the Exchange Act. The certificates evidencing a
               Restricted Stock Award made to an Outside Director pursuant to
               Section 3(c) hereof shall be automatically reduced by 28% to
               provide for the estimated Federal income tax payment obligation
               of the Outside Director, or by such other higher percentage as
               may be required by law to be withheld, with the Company remitting
               to the appropriate tax authorities the fair market value of the
               Restricted Stock Award for which the certificates are not so
               delivered.


        (c)    By accepting any benefits under the Plan, each Participant,
               and each Person claiming under or through the Participant, shall
               be conclusively deemed to have indicated acceptance and
               ratification of, and consent to, all provisions of the Plan. Each
               Participant hereby further agrees that amendments and
               modifications to the Plan, which may be adopted from time to time
               by the Committee and/or the Board of the Corporation (as set
               forth in Section 12 hereof), shall be binding upon such
               Participant and upon all Options or Restricted Stock which the
               Participant may hold, including (with retroactive effect) Options
               or Restricted Stock previously granted to the Participant, except
               to the extent set forth in Section 12 hereof.

        (d)    With respect to Participants subject to Section 16 of the
               Exchange Act, transactions under the Plan are intended to comply
               with all applicable provisions of Rule 16b-3 or its successor. To
               the extent any provision the Plan or action by the Plan
               administrators fails to so comply, it shall be deemed null and
               void, to the extent permitted by law and deemed advisable by the
               Committee.

        (e)    A Participant shall have no rights as a stockholder of the
               Company with respect to any Shares to be issued upon exercise of
               an Option until such Participant has exercised such Option and
               becomes a holder of such Shares.

12.     AMENDMENTS; MODIFICATION AND TERMINATION.

        This Plan may be amended or modified by the Committee, with ratification
        by the Board, or terminated by the Board, at any time and in any
        respect, except that no amendment shall be made without the approval of
        the shareholders of the Company if shareholder approval would be
        required by Rule 16b-3 under the Exchange Act or any other law or rule
        of any governmental authority, stock exchange or other self-regulatory
        organization to which the Company is subject. No such amendment,
        modification or termination shall have effect to reduce the number of
        shares as to which any Option or Restricted Stock Award previously has
        been granted to a Participant; to extend the vesting schedule with
        respect to any Option or Restricted Stock Award or to extend the period
        of non-competition or confidentiality as set forth in Section 13 hereof.
        In the event of the passage of any law, rule or regulation or a
        determination by any regulatory agency or court, requiring an adverse
        change in the Company's accounting or tax treatment relating to the

                                       9

<PAGE>

        Plan, the Committee shall have the right to modify the terms of
        outstanding Options and Restricted Stock Awards to the extent
        necessary to avoid the adverse consequences of such change.

13.     CONFIDENTIALITY AND NON-COMPETITION; CONDUCT NOT IN THE INTEREST OF THE
        CORPORATION.

        By accepting Options or Restricted Stock Awards under the Plan and as a
        condition to the exercise of Options and the enjoyment of any of the
        benefits of the Plan, each Participant agrees as follows:

               (a)    CONFIDENTIALITY -- During the period of each
                      Participant's employment or service as a director with the
                      Company (or the Participant's engaging in any other
                      activity with or for the Company) and for a two year
                      period thereafter, each Participant shall treat and
                      safeguard as confidential and secret all Confidential
                      Information received by such Participant at any time.
                      Without the prior written consent of the Company, except
                      as required by law, such Participant will not disclose or
                      reveal any Confidential Information to any third party
                      whatsoever or use the same in any manner except in
                      connection with the businesses of the Company and its
                      subsidiaries. In the event that a Participant is requested
                      or required (by oral questions, interrogatories, requests
                      for information or documents, subpoena, civil
                      investigative demand or other process) to disclose (i) any
                      Confidential Information or (ii) any information relating
                      to his opinion, judgment or recommendations concerning the
                      Company or its subsidiaries as developed from the
                      Confidential Information, Participant will provide the
                      Company with prompt written notice of any such request or
                      requirement so that the Company may seek an appropriate
                      protective order or waive compliance with the provisions
                      contained herein. If, failing the entry of a protective
                      order or the receipt of a waiver hereunder, Participant
                      is, in the reasonable opinion of his counsel, compelled to
                      disclose Confidential Information, Participant shall
                      disclose only that portion of the Confidential Information
                      which his counsel advises that he is compelled to disclose
                      and will exercise best efforts to obtain assurances that
                      confidential treatment will be accorded such Confidential
                      Information.

               (b)    NON-COMPETITION -- During the period of employment
                      with the Company or its subsidiaries of any Participant
                      (other than a director) compensated at a rate (including
                      bonuses) in excess of $75,000 per year in cash
                      compensation from his employment with the Company or any
                      of its subsidiaries (determined as of the most recently
                      completed fiscal year of the Company), and, for a two-year
                      period thereafter (the "Non-Compete Period"), each such
                      Participant shall not, without prior written consent of
                      the Committee, do, directly or indirectly, any of the
                      following:

                      (1)   own, manage, control or participate in the
                            ownership, management, or control of, or be employed
                            or engaged by or otherwise affiliated or associated
                            with, any other corporation, partnership,
                            proprietorship, firm, association or other business
                            entity, or otherwise engage in any business which
                            competes with the business of the Company or any of
                            its subsidiaries (as such business is conducted
                            during the term of such Participant's employment
                            with the Company or its subsidiaries) in the
                            geographical regions in which such business is
                            conducted; PROVIDED, HOWEVER, that the ownership of
                            a maximum of one percent of the outstanding stock of
                            any publicly traded corporation shall not violate
                            this covenant; or

                      (2)   employ, solicit for employment or assist in
                            employing or soliciting for employment any present,
                            former or future employee, officer or agent of the
                            Company or any of its subsidiaries.

                                       10


<PAGE>

                      In the event any court of competent jurisdiction should
                      determine that the foregoing covenant of non-competition
                      is not enforceable because of the extent of the
                      geographical area or the duration thereof, then the
                      Company and the affected Participant hereby petition such
                      court to modify the foregoing covenant to the extent, but
                      only to the extent, necessary to create a covenant which
                      is enforceable in the opinion of such court, with the
                      intention of the parties that the Company shall be
                      afforded the maximum enforceable covenant of
                      non-competition which may be available under the
                      circumstances and applicable law.

               (c)    Each Participant acknowledges that remedies at law for
                      any breach by him of this section 13 may be inadequate and
                      that the damages resulting from any such breach are not
                      readily susceptible to being measured in monetary terms.
                      Accordingly, each Participant acknowledges that upon his
                      violation of any provision of this Section 13, the Company
                      will be entitled to immediate injunctive relief and may
                      obtain an order restraining any threatened or future
                      breach. Each Participant further agrees, subject to the
                      proviso at the end of this sentence, that if he violates
                      any provision of this Section 13, he shall immediately
                      forfeit any rights and benefits under this Plan and shall
                      return to the Company any unexercised Options and forfeit
                      the rights under any Restricted Stock Awards and shall
                      return any shares of Stock held by such Participant
                      received upon exercise of any Option or the lapse of the
                      Restrictions relating to Restricted Stock Awards granted
                      hereunder, together with any proceeds from sales of any
                      shares of Stock received upon exercise of such Options or
                      the lapse of Restrictions of such Restricted Stock Awards;
                      PROVIDED, HOWEVER, that upon violation of subsection (b)
                      of this Section, the forfeiture and return provisions
                      contained in this sentence shall apply only to Options
                      which have become exercisable, and Restricted Stock, the
                      Restrictions with respect to which have lapsed, and in any
                      such case the proceeds of sales therefrom, during the two
                      year period immediately prior to termination of the
                      Participant's employment. Nothing in this Section 13 will
                      be deemed to limit, in any way, the remedies at law or in
                      equity of the Company, for a breach by Participant of any
                      of the provisions of this Section 13.

                (d)   Each Participant agrees to provide written notice of
                      the provisions of this Section 13 to any future employer
                      of Participant, and the Company expressly reserves the
                      right to provide such notice to the Participant's future
                      employer(s).

                (e)   If any provision or part of any provision of this
                      Section 13 is held for any reason to be unenforceable, (i)
                      the remainder of this Section 13 shall nevertheless remain
                      in full force and effect and (ii) such provision or part
                      shall be deemed to be amended in such manner as to render
                      such provision enforceable.

14.     GOVERNING LAW.

        The validity, construction and effect of the Plan and any rules relating
        to the Plan shall be determined in accordance with the laws of the State
        of Delaware and applicable Federal law.

15.     ARBITRATION.

        The Company and each Participant hereby agree that in the event of any
        dispute or controversy arising with respect to the Plan, any Stock
        Option Agreement, the exercise of any Option (or the disallowance of any
        exercise at any time, for any reason) or any other matter relating to
        Options or Restricted Stock Awards, then such dispute or controversy
        shall be submitted by the parties to mandatory and binding arbitration

                                       11

<PAGE>

        before a panel of arbitrators appointed by the American Arbitration
        Association ("AAA"), each of whom shall be knowledgeable in matters of
        securities in general and, if possible, the administration of stock
        option programs similar to the Plan. The arbitration proceedings shall
        be conducted in whichever of the following cities is closest to the work
        location of the affected Participant: Fort Lauderdale, Florida; Chicago,
        Illinois; New York, New York; Kansas City, Missouri; Jackson,
        Mississippi; Nashville, Tennessee or Atlanta, Georgia. The decision of
        the Company as to which city is closest to the work location of the
        Participant shall be conclusive and binding, except for manifest error.
        The decision of the arbitrators shall be rendered in writing, shall be
        promptly rendered after a hearing on the matter and shall be final,
        conclusive and binding and may be incorporated in a final judgment
        rendered by any court of competent jurisdiction.

        Notwithstanding the foregoing, nothing contained herein shall preclude
        the Company from seeking injunctive or other relief from any court of
        competent jurisdiction to enforce the provisions of Section 13 hereof.

16.     DEFINITIONS.

        The following terms, when used in the Plan, shall have the meanings set
forth below:

               ACTIVELY TRADED: Trading of Company Stock on the New York Stock
               Exchange, the American Stock Exchange or the NASDAQ National
               Market System in an average weekly volume that equals at least
               0.20% of the then outstanding Company Stock for each of at least
               four weeks in a row.

               BENEFICIAL OWNER: With respect to any securities of the Company,
               any Person who is a beneficial owner of such securities as
               defined in rule 13d-3 under the Exchange Act. The Committee may
               from time to time adopt interpretations or pronouncements as to
               who shall be deemed to be Beneficial Owners of the Company's
               outstanding voting securities as of a given date, which
               interpretation shall be final and binding on all Participants,
               the Company and all other interested Persons.

               BOARD:  The Board of Directors of the Company.

               CAUSE: Any cause stated in an employment agreement between the
               Company and the Participant and/or material violations of
               employment agreements or the terms of this Plan, acts of
               dishonesty with respect to the Company, insubordination,
               divulging confidential information about the Company,
               interference with the relationship between the Company and any
               supplier, client, customer, similar person, or performance of any
               act or omission which the Committee, in its sole discretion,
               deems to be sufficiently injurious to the interest of the Company
               to constitute cause.

               CHANGE IN CONTROL: The occurrence of any of the following: (i) a
               merger or consolidation to which the Company is a party if the
               individuals and entities who were stockholders of the Company
               immediately prior to the effective date of such merger or
               consolidation are Beneficial Owners of less than 50% of the total
               combined voting power for election of directors of the surviving
               corporation following the effective date of such merger or
               consolidation; or (ii) any Person becomes the Beneficial Owner in
               the aggregate of securities of the Company representing 50% or
               more of the total combined voting power of the Company's then
               issued and outstanding securities unless such Person (or a Person
               owned directly or indirectly by such Person) was the Beneficial
               Owner, directly or indirectly, as of the Grant Date applicable to
               the affected Participant, of more than 50% of the Company's
               voting securities outstanding as of such Grant Date; or (iii)


                                       12
<PAGE>

               the sale of all or substantially all of the assets of the Company
               to any person or entity that is not a wholly-owned subsidiary of
               the Company; or (iv) the stockholders of the Company approve any
               plan or proposal for the liquidation of the Company.

               CHANGE IN STATUS: The occurrence with respect to a Participant,
               of any of the following (but only if such event occurs within two
               (2) years following a Change in Control): (i) any reduction in
               the aggregate annual compensation paid or payable to a
               Participant, or any material reduction in the aggregate benefit
               coverages provided to such Participant under the Company's
               standard benefit package for all employees; (ii) the assignment
               to the Participant of any duties inconsistent in any material
               respect with the Participant's position (including status,
               offices, titles and reporting responsibilities), authorities,
               duties or responsibilities as in effect immediately prior to the
               date of the Change in Control; (iii) the Company's requiring the
               Participant to be based at any office, facility or location other
               than the office, facility or location at which the Participant
               was based immediately prior to the date of the Change in Control;
               (iv) if the Participant is a party to any employment agreement
               with the Company, any material breach by the Company of such
               agreement, or any purported termination by the Company of the
               Participant's employment otherwise than as permitted by such
               employment agreement; or (v) in the case of a director, the
               removal of a director or the failure to nominate the director for
               reelection.

               CODE:  Internal Revenue Code of 1986, as amended.

               COMMITTEE: A committee designated by the Board consisting of not
               less than two members of the Board who are "disinterested
               persons," as defined in Rule 16b-3 under the Exchange Act, to
               administer the Plan.

               COMPANY:  Sunbeam Corporation (formerly known as Sunbeam-Oster
               Company, Inc.)

               CONFIDENTIAL INFORMATION: Any information not generally known to
               the public, including, without limiting the generality of the
               foregoing, any customer lists, supplier lists, trade secrets,
               invention, formulas, methods or processes, whether or not
               patented or patentable, channels of distribution, business plans,
               pricing policies and records, financial information of any sort
               and inventory records of the Company or any affiliate (and such
               other information normally understood to be confidential or
               otherwise designated as such in writing by the Company or its
               subsidiaries). It is not necessary, however, that any information
               be formally designated as "confidential" if it falls within any
               of the foregoing categories and is not generally known to the
               public.

               DESIGNATED OTHER: Any consultant, advisor, contractor or agent of
               the Company or its subsidiaries, who is not an employee, officer
               or Outside Director of the Company and who is granted Options or
               a Restricted Stock Award pursuant to this Plan.

               EFFECTIVE DATE:  January 1, 1991; Amended and Restated as of
               May 15, 1996.

               ERISA:  Titles I and IV of the Employee Retirement Income
               Security Act of 1974, as amended.

               EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

               EXERCISE PRICE:  The Exercise Price of shares purchasable upon
               exercise of an Option, as

                                       13
<PAGE>

               determined pursuant to the terms of Section 5(a).

               FAIR MARKET VALUE:  The fair market value of a share of Stock, as
               determined pursuant to the terms of Section 7.

               GRANT DATE: The date as of which the Committee (or such other
               committee of the Board of Directors of the Company as shall be
               empowered to grant Options or to make awards of Restricted Stock)
               shall grant Options or Restricted Stock, as the case may be, to a
               Participant under the Plan, as so designated by such Committee.

               IN-THE-MONEY: Options to acquire Stock are considered to be
               "in-the-money" if the exercise price of the Option is less than
               the current market price of the Stock.

               NEXT OPTION INCREMENT: This term shall have the meaning ascribed
               to it in Section 4(a)(iii).

               OPTION: An option, granted under the Plan, to purchase shares of
               Stock at the Exercise Price. Options granted under the Plan shall
               not be incentive stock options pursuant to Section 422 of the
               Code.

               OPTION YEAR: This term shall have the meaning ascribed to it in
               Section 4(a)(iii).

               OUT-OF-THE-MONEY: Options to acquire Stock are considered to be
               "out-of-the-money" if the exercise price is equal to or greater
               than the current market price of the Stock.

               OUTSIDE DIRECTOR: A director of the Company who is not either:
               (i) an officer or employee of the Company, or (ii) a Beneficial
               Owner of, or an officer or employee of any Person which is a
               direct or indirect Beneficial Owner of, more than 10% of the
               outstanding Stock.

               PARTICIPANT: An officer, employee, Outside Director of the
               Company (or a subsidiary of the Company) or Designated Other who
               is granted an Option or a Restricted Stock Award under the Plan
               by the Committee. Upon the death of a Participant, the
               "Participant" shall be deemed to mean the Participant's estate or
               legal representative.

               PERSON: Any individual, corporation, partnership, association,
               company, trust, joint venture or other organization or entity or
               group of associated persons or entities acting in concert. As
               used herein, references to the male gender shall include the
               female gender or the neuter, as applicable.

               PLAN: The Equity Team Plan herein set forth, as it may be amended
               from time to time.

               RESTRICTED PERIOD: This term shall have the meaning ascribed to
               it in Section 4(b)(iii).

               RESTRICTED STOCK: Shares of Stock granted pursuant to Section
               3(b) or (c) of the Plan.

               RESTRICTED STOCK AWARD: The grant of Shares of Restricted Stock
               to a Participant pursuant to Section 3(b) or 3(c) of the Plan.

               RESTRICTED STOCK AWARD AGREEMENT: The agreement described in
               Section 3(e).

                                       14


<PAGE>



               RESTRICTIONS: The restrictions described in Section 4(b) relating
               to Restricted Stock.

               "SHARES" or "STOCK": The Common Stock, $0.01 par value per share,
               of the Company, or such other class of securities as may be
               applicable pursuant to the provisions of Section 9.

               STOCK OPTION AGREEMENT:  The agreement described in Section 3(e).

                                       15