EXHIBIT 10.f


                              AMENDED AND RESTATED
                               SUNBEAM CORPORATION
                                STOCK OPTION PLAN

                        (Amended as of October 30, 1997)

1.       PURPOSE.

         The purpose of the Sunbeam Corporation Stock Option 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 be 1,500. The number of shares of Restricted
                  Stock to be issued to an Outside Director who is 


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                  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 termination by the Company
                           with Cause; or (D) in the case of a Designated Other,
                           the 

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                           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 (from and
                           after July 18, 1996) shall become exercisable with
                           respect to one-third of the shares subject to the
                           Option beginning on the first anniversary of the
                           Grant Date and as to an additional one-third on each
                           of the second and third 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,
                           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, 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, phowever, that no such action shall
                           adversely affect the rights of any Participant under
                           any


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                           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- third of the Restricted
                           Stock subject to all other Restricted Stock Awards on
                           each of the first through the third 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, 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, 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.

         (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

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                  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 of 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
                  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.

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         (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 be equal to the average selling price
                  of a share of Stock on the exchange or national market system
                  on which the Stock is traded, on the date of grant of an
                  option to acquire Stock pursuant to the Plan, 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 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 /section/1.425-1(a) that
         would not constitute a "modification" for purposes of Code
         /section/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

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         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.

         (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 

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                  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 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.

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<PAGE>



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.

                  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 

                                       10
<PAGE>



                  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
         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 

                                       11
<PAGE>



         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: Delray Beach, Florida; New York,
         New York; Kansas City, Missouri; Jackson, Mississippi; 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) 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

                                       12
<PAGE>



                  plan or proposal for the liquidation of the Company.

                  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 "non-employee
                  directors" 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 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.

                                       13
<PAGE>



                  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 Sunbeam Corporation Stock Option 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).

                  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).


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