EXHIBIT 10.e


             SUNBEAM CORPORATION EXECUTIVE BENEFIT REPLACEMENT PLAN

              (As Amended and Restated Effective December 15, 1994)

                                    SECTION 1

                                  INTRODUCTION

1.1. THE PLAN, THE COMPANY. SUNBEAM CORPORATION (formerly known as Sunbeam-Oster
Company, Inc.) (the "Company") established the Sunbeam-Oster Company, Inc. Execu
tive Benefit Retirement Plan effective as of December 15, 1994, and hereby
adopts the amendment and restatement of the plan, now known as SUNBEAM
CORPORATION EXEC UTIVE BENEFIT REPLACEMENT PLAN (the "Plan"). The Plan as set
forth herein is effec tive December 15, 1994 (the "Effective Date"), except as
otherwise specifically provided.

1.2. EMPLOYERS. The Company and each other organization that is an employer
under SUN BEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN (the "401(k)
Plan") shall be an "Employer" under this Plan unless specified to the contrary
by the Company by writing filed with the Committee described in subsection 1.4.

1.3. PURPOSE. The Company and certain related businesses maintain and are
employers under the 401(k) Plan, which is intended to meet the requirements of a
"qualified plan" under Sec tion 401(a) of the Internal Revenue Code. The purpose
of this Plan, a nonqualified plan, is generally to provide for eligible
employees benefits that such employees do not earn under the 401(k) Plan because
such employees do not participate in the 401(k) Plan.

The Plan generally will allow Participants to elect to "make" before-tax
contributions to the Plan in the same amount and same manner as under the terms
of the 401(k) Plan; the Employ ers will provide "matching contributions" based
on a Participant's before-tax contributions; lastly, the Employers will



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provide "profit sharing contributions" allocated based on each Participant's
Compensation for a year. This Plan is an unfunded plan maintained primarily for
the purpose of providing deferred compensation for a select group of management
or highly-compensated employees, as such plans are described in Sections 201(2),
301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974.
"Contributions" to the Plan are reflected through credits to bookkeeping
accounts that are adjusted periodically to reflect hypothetical investment
earnings. Participants are entitled to receive from the general assets of the
Employers cash payments equal to the vested portion of their account balances,
as set forth in the Plan.

1.4. PLAN ADMINISTRATION. The Plan is administered by the administrative
committee (the "Committee") that is responsible for administration of the 401(k)
Plan. To the extent appropriate, the Committee has the same powers, rights,
duties and obligations as are vested in the committee responsible for
administration of the 401(k) Plan.

1.5. COMPENSATION. For purposes of computing contributions and benefits under
the Plan, an employee's "Compensation" shall mean his compensation as defined
from time to time in Section 1.14 of the 401(k) Plan, determined, however,
without regard to any limits under Section 401(a)(17) of the Internal Revenue
Code.

                                    SECTION 2

                          ELIGIBILITY FOR PARTICIPATION

2.1. COVERED EMPLOYEE. A "Covered Employee" means an employee of an Employer
under the Plan who is selected by the Company's board of directors or by a
person or committee authorized to act on behalf of the board of directors. An
employee who is selected shall con tinue as a Covered Employee until he
terminates employment with all Employers or until he is removed as a Covered
Employee by the Company's board of directors or by the

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person or committee authorized to act on its behalf effective as of the end of a
calendar year, whichever occurs first.

2.2. ELIGIBILITY. Subject to the conditions and limitations of the Plan, an
employee of an Em ployer shall become eligible to enroll in this Plan and shall
become a "Participant" on the first date occurring on or after the Effective
Date on which he is a Covered Employee.

2.3. PERIOD OF PARTICIPATION. An employee of an Employer who becomes a
Participant in this Plan will continue as a Participant in the Plan in
accordance with its provisions until all bene fits to which he is entitled under
the Plan have been distributed to him.

                                    SECTION 3

                                    BENEFITS

3.1. INTENT. Commencing on the Effective Date, the provisions of this Section 3
are intended to allow a Participant to elect to make before-tax contributions,
to earn "matching contribu tions" that are at the same rate as those made by his
Employer on behalf of 401(k) Plan Partic ipants, and to earn "profit sharing
contributions" at the same rate as those made on behalf of participants under
the 401(k) Plan.

3.2. BEFORE-TAX CONTRIBUTIONS.

         (a)      For 1994, a Participant may elect to make Before-Tax
                  Contributions of any or all of his Compensation attributable
                  to services performed after the Effective Date (but not more
                  than $9,240). Beginning January 1, 1995, a Participant may
                  elect to make Before-Tax Contributions in whole multiples of
                  his Compensation from 1% to 10%, but not in excess of the
                  amount by which Before-Tax Contributions are limited in the

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                  401(k) Plan because of Section 402(g) of the Internal Revenue
                  Code. A Participant's Before-Tax Contributions under this
                  subsection 3.2 shall be made pursuant to a compensation
                  deferral election by which the Participant elects to have his
                  Compensation reduced by the amount provided in the election,
                  and the Employer shall credit such amount to the Participant's
                  account as provided in subsection 3.6.

         (b)      An election shall be filed with the Participant's Employer
                  prior to the calendar year such contributions are to begin,
                  or, for contributions to be made in 1994, within ten days of
                  the Effective Date. If a Participant first becomes eligible to
                  make such contributions after the Effective Date and during,
                  but after the beginning of, any subsequent calendar year, such
                  Participant's deferral election must be filed with his Em
                  ployer not more than 30 days after so becoming eligible.

         (c)      A Participant's compensation deferral election under this
                  subsection 3.2 shall apply to Compensation otherwise payable
                  after the later to occur of the date the Participant becomes
                  eligible to make Before-Tax Contri butions and the date the
                  election is filed with his Employer. A Partici pant's
                  compensation deferral election, however, may be revoked by the
                  Participant before the beginning of any subsequent calendar
                  year. The revocation shall be effective as to Compensation the
                  Participant is enti tled to receive during that and subsequent
                  calendar years unless prior to the commencement of any
                  subsequent calendar year the Participant makes another
                  compensation deferral election. Such later election shall
                  apply as to Compensation otherwise payable during calendar
                  years beginning after such later election is made.

         (d)      Notwithstanding the foregoing, a Participant's compensation
                  deferral election automatically


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                  shall be revoked for any period he ceases, in the sole opinion
                  of the Committee, to be a member of a select group of
                  management or a highly-compensated employee.

3.3.  EMPLOYER MATCHING CONTRIBUTIONS.

         (a)      For 1994, a Participant's Employer shall make a matching
                  contribution equal to 50% of the Participant's Before-Tax
                  Contributions for 1994; in addition the Participant's Employer
                  shall make a matching contribution equal to the matching
                  contribution the Participant is precluded from receiving under
                  the 401(k) Plan because of the limits of Internal Reve nue
                  Code Section 401(m). In no event will the matching
                  contribution for 1994 exceed $4,620.

         (b)      Beginning January 1, 1995, each calendar quarter a
                  Participant's Em ployer shall make a matching contribution on
                  behalf of the Participant equal to 100% of the Participant's
                  Before-Tax Contributions (disregard ing Before-Tax
                  Contributions in excess of 2% of a Participant's Compensation)
                  and 50% of the additional Before-Tax Contributions
                  (disregarding such contributions in excess of 4% of
                  Compensation) during the quarter, provided the Participant is
                  employed by an Em ployer on the last day of the quarter.

         (c)      In addition, beginning with the 1995 calendar year, a
                  Participant's Em ployer shall make an additional matching
                  contribution on behalf of the Participant as of the last day
                  of each calendar quarter so that the match ing contributions
                  for the Participant are equal to 100% of the Participant's
                  Before-Tax Contributions (disregarding Before-Tax Con
                  tributions in excess of 2% of the Participant's Compensation)
                  and 50% of the additional Before-Tax Contributions
                  (disregarding such contribu tions in excess of 4% of
                  Compensation) during the year, provided the

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                  Participant is employed by an Employer on the last day of the
                  quarter.

         (d)      Such Employer contributions shall be called "Employer Matching
                  Con tributions." The Employers shall make such contributions
                  by crediting Participants' accounts as provided in subsection
                  3.6. Beginning with the 1995 calendar year, the Employer
                  Matching Contribution for a Par ticipant for any year shall
                  not exceed 50% of the then current limit un der Section 402(g)
                  of the Internal Revenue Code.

3.4. EMPLOYER PROFIT SHARING CONTRIBUTIONS. Each calendar year, a Participant's
Employer shall make on behalf of the Participant an "Employer Profit Sharing
Contribution" in an amount equal to a percentage of the Participant's
Compensation for the year, such percentage to be the percentage of compensation
received as a profit sharing contribution for such year by eligible participants
in the 401(k) Plan; provided a Participant shall not receive a Profit Shar ing
Contribution for a year unless he is employed by an Employer on the last day of
the year or terminated employment with all Employers during the year because of
death, Disability or Retirement (as such terms are defined in the 401(k) Plan).
The Employer shall make the contributions by crediting the Participants'
accounts as provided in subsection 3.6.

3.5. LIMITATION ON CONTRIBUTIONS. Notwithstanding the provisions of subsection
3.2, 3.3 and 3.4, in no event shall the contributions to the Plan made by or on
on behalf of a Participant ex ceed for any year the lesser of (a) $30,000 (or
such greater amount as may be provided under Section 415(c)(1)(A) of the
Internal Revenue Code); or (b) 25% of taxable earnings from the Employers as
reflected on Form W-2 (which earnings shall be adjusted by addition of any
compensation deferral contributions under this Plan and any deferrals or
reductions under Sections 401(k) and 125 of the Internal Revenue Code). The
limitation of this subsection shall be applied to reduce (i) first, Employer
Profit Sharing Contributions otherwise made on behalf of the Participant, and
(ii) then, Participant Before-Tax Contri-

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butions and any corre sponding Employer Matching Contributions made on behalf of
the Participant. The Employ ers shall compensate the Participant for any
Before-Tax Contributions that the Participant elected to make to the Plan but
that cannot be made because of such limitations.

3.6. SEPARATE ACCOUNTS. The Committee shall maintain separate bookkeeping
accounts in the name of each Participant to reflect the Participant's Before-Tax
Contributions, and the Em ployer Matching and Profit Sharing Contributions made
on his behalf. Contributions shall be credited (and payments shall be debited)
to accounts in such manner and at such time as the Committee shall determine on
a uniform basis. A Participant's accounts shall be deemed invested in
hypothetical investment funds ("Funds") in such proportions as the Participant
may elect. The Funds shall be those in which 401(k) Plan participants may direct
the invest ment of their accounts, unless the Committee shall determine
otherwise. Each Participant shall elect the Funds in which his accounts are
deemed to be invested pursuant to rules adopt ed by the Committee. If the
Participant fails to select such Funds, the Participant shall be deemed to have
elected such Fund as the Committee shall determine. Each Participant's ac counts
shall be adjusted as of such dates specified by the Committee to reflect
contributions, payments and the investment gains and losses of the Funds. One of
the Funds shall reflect investment in common stock of the Company ("Company
Stock") subject to the following rules:

         (a)      Employer Matching and Profit Sharing Contributions that are
                  credited to accounts on or after September 30, 1997 shall be
                  deemed invested in Company Stock, and Participants may not
                  elect otherwise.

         (b)      A Participant may elect that any percentage (up to 100%) of
                  the other portion of his existing accounts be deemed invested
                  in Company Stock, and any such election may not be reversed. A
                  Participant may elect that all or any percentage of his future
                  compensation deferrals be deemed invested in Company Stock,
                  and any such percentage may not be reduced.

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         (c)      Any election to have any portion of his accounts deemed
                  invested in Company Stock shall be subject to such rules as
                  the Committee may determine for any reason, including
                  compliance with federal or state securities laws.

3.7. TIME OF DISTRIBUTION; VESTING OF ACCOUNTS. Upon a Participant's termination
of employ ment with all Employers on account of death, Disability or Retirement,
the Participant (or in the event of his death, his Plan Beneficiary, as defined
in subsection 4.1) shall be entitled to receive the entire balance in all his
accounts in the manner provided in subsection 3.8. Upon a Participant's
termination of employment for any reason other than death, Disability or Retire
ment, the Participant shall be entitled to receive the entire balance in his
Before-Tax Contribu tion Account and the following percentage of his Employer
Matching and Profit Sharing Con tribution Accounts, based on his Years of
Service:

            YEARS OF SERVICE                         VESTING PERCENTAGE
            ----------------                         ------------------
         Less than three                                  0%
         Three but less than four                        25%
         Four but less than five                         50%
         Five or more                                   100%

For this purpose, Years of Service shall be Years of Qualifying Service as
determined under the 401(k) Plan. A Participant who is removed as a Covered
Employee (as provided in sub section 2.1) shall not be eligible to make
Before-Tax Contributions or to have Employer Matching Contributions or Employer
Profit Sharing Contributions made on his behalf for any period he is not a
Covered Employee; such a Participant may continue to elect the investment of his
accounts among the Funds as provided in subsection 3.6 and may be eligible for
pay ment of benefits in accordance with subsection 3.10 and 3.11, but shall not
be eligible for a distribution of accounts under subsections 3.7 and 3.8 until
he terminates employment with all Employers; such a Participant shall continue
to accrue Years of Service for vesting until he terminates employment with all
Employers.

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3.8. DISTRIBUTION OF ACCOUNTS. Unless the Participant elects installment
distributions as pro vided below, benefits that become payable under this Plan
shall be paid in a lump sum as soon as practicable after the Participant has
terminated employment with all Employers. A Partici pant may elect to receive
his accounts in annual installments with the first installment due by January 31
of the calendar year following the year in which the Participant terminates
employ ment; each successive installment shall be due by January 31 of the next
year. The distribu tion period shall be five years, and the amount of each
installment shall be equal to the ac count balances as of the December 31
preceding the distribution divided by the number of remaining installments, with
the last installment equal to the entire remaining account bal ances. Any such
election to receive installments must be made and filed with the Committee at
least twelve months before termination of employment. Upon the death of a
Participant, any remaining amounts in his accounts shall be paid to his
Beneficiary as soon as practicable after the Participant's death.

3.9. CHANGE IN CONTROL. Notwithstanding the provisions of subsections 3.7 and
3.8, a Partici pant shall be fully vested in his entire account balances upon a
Change in Control (as defined below). A Participant's entire account balances
shall be paid in a lump sum within 30 days after a Change in Control. A Change
in Control shall mean any of the following:

         (a)      any person other than an entity owned directly or indirectly
                  by the Ben eficial Owners of 50% or more of the combined
                  voting power of the Company's outstanding securities on the
                  effective date of this Plan be comes the Beneficial Owner
                  (directly or indirectly) of 50% or more of the combined voting
                  power of the Company's then outstanding securi ties; or

         (b)      a transaction or series of related transactions that results
                  in the sale of all or substantially all of the Company's
                  assets. As used in the preced ing sentence, the terms "person"
                  and "Beneficial Owner" shall have the meanings set forth in
                  Section 15 of the Equity Team Plan.

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3.10. IN-SERVICE PAYMENT OF BENEFITS. Prior to his termination of employment
with the Em ployers a Participant may elect to receive a portion (up to 90% but
subject to such minimum as the Committee may determine) of the vested balance in
his accounts provided that the Participant shall forfeit from the remaining
portion of his vested accounts 10% of the amount the Participant elects to
receive pursuant to this subsection. A Participant who receives a payment of
benefits pursuant to this subsection will be ineligible to make Participant
Before-Tax Contributions or to have Matching Contributions made on his behalf
for the twelve-month period beginning on the date he receives such benefits.

3.11. HARDSHIP WITHDRAWALS. A Participant may elect to receive all or a portion
(but subject to such minimum as the Committee may determine) of the vested
balance in his accounts if he has a "financial hardship," as determined by the
Committee. For this purpose a hardship may mean the following:

         (a)      Purchase (excluding mortgage payments) of a principal
                  residence for the Participant.

         (b)      Payment of tuition for the next semester, or quarter of
                  post-secondary education for the Participant, his or her
                  spouse, children or dependents.

         (c)      Unreimbursed medical expenses described in Section 213(d) of
                  the In ternal Revenue Code incurred by the Participant, his or
                  her spouse, or any dependents of the Participant (as defined
                  in Section 152 of the In ternal Revenue Code).

         (d)      The need to prevent the eviction of the Participant from his
                  or her prin cipal residence or foreclosure on the mortgage of
                  the Participant's prin cipal residence.

         (e)      Any other event that the Committee determines constitutes a
                  severe financial hardship to the Participant resulting from a
                  sudden and unex-


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                  pected illness or accident or other similar extraordinary and
                  unforesee able circumstances arising as a result of events
                  beyond the control of the Participant.

A determination by the Committee as to whether a hardship exists shall be
binding and con clusive on all parties. A Participant who receives a payment of
benefits pursuant to this sub secton will be ineligible to make Participant
Before-Tax Contributions or to have Matching Contributions made on his behalf
for the twelve-month period beginning on the date he re ceives such benefits.

                                    SECTION 4

                             BENEFICIARIES, FUNDING

4.1. PLAN BENEFICIARY. A "Plan Beneficiary" means a person designated by a
Participant in writing and filed with the Committee prior to the Participant's
death. If a Participant failed to designate a Plan Beneficiary, or if the
designated person predeceases the Participant, the Par ticipant's Beneficiary
under the Plan shall be the same Beneficiary designated under the 401(k) Plan,
and in the absence of a designated Beneficiary under the 401(k) Plan, the Plan
Beneficiary shall be determined pursuant to the beneficiary rules contained in
the 401(k) Plan.

4.2. FUNDING. The Plan is an unfunded plan. Benefits payable under this Plan to
a Participant or his Plan Beneficiary shall be paid directly by the Employers
from their general assets.

                                    SECTION 5

                               GENERAL PROVISIONS


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5.1. STATEMENT OF ACCOUNTS. The Committee shall furnish each Participant with a
statement of his accounts under this Plan quarterly or as otherwise determined
by the Committee.

5.2. EMPLOYMENT RIGHTS. Establishment of the Plan shall not be construed to give
any Participant the right to be retained in the employ of the Company or any
other Employer or to any benefits not specifically provided by this Plan.

5.3. INTERESTS NOT TRANSFERABLE. Except as to withholding of any tax under the
laws of the United States or any state or municipality or pursuant to a valid
"domestic relations order," the interests of Participants and their Plan
Beneficiaries in the Plan are not subject to the claims of their creditors and
may not be voluntarily or involuntarily transferred, assigned, alienated or
encumbered. For purposes of this subsection, a valid domestic relations order
shall mean a state court divorce order or property settlement agreement that is
part of a divorce order that directs payment of all or a portion of a
Participant's accounts in a lump sum, without interest, to the Participant's
spouse, former spouse or children.

5.4. CONTROLLING LAW. The laws of Florida shall be controlling in all matters
relating to the Plan.

5.5. GENDER AND NUMBER. Where the context admits, words in the masculine gender
shall include the feminine and neuter genders, the plural shall include the
singular, and the singular shall include the plural.

5.6. ACTION BY THE COMPANY. Any action required of or permitted by the Company
under the Plan shall be by resolution of its Board of Directors or by resolution
of its duly authorized committee or person or persons.

5.7. SUCCESSOR TO THE COMPANY OR ANY OTHER EMPLOYER. The term "Company" as used
in the Plan shall include any successor to

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the Company by reason of merger, consolidation, the purchase or transfer of all
or substantially all of the Company's assets, or otherwise. The term "Employer"
as used in the Plan with respect to the Company or any subsidiary shall include
any successor to that corporation by reason of merger, consolidation, the
purchase or transfer of all or substantially all of the assets of that
corporation, or otherwise. After a Change in Control, as defined in subsection
3.9, the benefits of Participants and beneficiaries shall be guaranteed by any
entity that, directly or indirectly, owns more than 50% of the outstanding
shares of common stock or the combined voting power of the Company.

5.8. FACILITY OF PAYMENT. Any amounts payable hereunder to any person under a
legal disability or who, in the judgment of the Committee, is unable to properly
manage his affairs may be paid to the legal representative of such person or may
be applied for the benefit of such person in any manner which the Committee may
select. Any payment made in accordance with the next preceding sentence shall be
a full and complete discharge of any liability for such payment under the Plan.

5.9. TAX WITHHOLDING. The Employers may withhold for tax purposes (including
income tax and FICA) from amounts otherwise payable under this Plan or from
amounts otherwise payable from the Employers to Participants.

                                    SECTION 6

                            AMENDMENT AND TERMINATION

Although the Employers expect to continue the Plan, the Company must necessarily
reserve and reserves the right to amend the Plan from time to time or to
terminate the Plan at any time. However, no amendment of the Plan, nor the
termination of the Plan, may cause the reduction or cessation of any benefits
that were accrued and payable up to the date of such amendment or termination.
With respect to the preceding sentence, an accrued benefit shall equal amounts
allocated to a Participant's

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accounts prior to the date of the amendment or termination of the Plan.

                                    SECTION 7

                                CLAIMS AND REVIEW

7.1. CLAIMS PROCEDURE. If a claim for benefits under the Plan is denied in whole
or in part, the employee will receive written notification. The notification
will include specific reasons for the denial, specific reference to pertinent
Plan provisions, a description of any additional material or information
necessary to process the claim and why such material or information is
necessary, and an explanation of the claims review procedure. If the Committee
fails to respond within 90 days, the claim is treated as denied.

7.2. REVIEW PROCEDURE. Within 60 days after the claim is denied or, if the claim
is deemed denied, within 150 days after the claim is filed, an employee (or his
duly authorized repre sentative) may file a written request with the Committee
for a review of his denied claim. The employee may review pertinent documents
that were used in processing his claim, submit pertinent documents, and address
issues and comments in writing to the Committee. The Committee will notify the
employee of its final decision in writing. In its response, the Committee will
explain the reason for the decision, with specific references to pertinent Plan
provisions on which the decision was based. If the Committee fails to respond to
the request for review within 60 days, the review is treated as denied.



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