PREMARK INTERNATIONAL, INC.
                        CHANGE OF CONTROL POLICY      
                                   FOR
                       DIRECTOR-LEVEL EMPLOYEES            


          1.   Purpose:  The Board of Directors (the "Board") of Premark
International, Inc. (the "Company"), has determined that it is in the best
interests of the Company and its shareholders to assure that the Company will
have the continued dedication of each director-level employee located at the
Company's corporate headquarters office ("Employee") notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company.  The Board believes it is imperative to diminish the inevitable
distraction of Employees by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the full
attention and dedication of Employees to the Company currently and in the
event of any threatened or pending Change of Control, and to ensure Employees
of financial security in the event of a Change of Control.  Therefore, in
order to accomplish these objectives, the Board has established this Policy,
effective November 5, 1986, and subsequently amended the Policy, effective
March 7, 1989 and November 6, 1996.

          2.   Definitions.  The following definitions are applicable to
the Policy:

               (a)  The "Effective Date" shall be the first date on which a
Change of Control occurs.  Anything in this Policy to the contrary
notwithstanding, if a Change of Control occurs and if the Employee's
employment with the Company is terminated or the Employee ceases to be a
director-level employee of the Company prior to the date on which the Change
of Control occurs, and if it is reasonably demonstrated by the Employee that
such termination of employment or cessation of status as a director-level
employee of the Company (i) was at the request of a third party who has taken
steps reasonably calculated to effect the Change of Control or (ii) otherwise
arose in connection with or anticipation of the Change of Control, then for
all purposes of this Policy the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or cessation
of status as a director-level employee of the Company. 

               (b)  A "Change of Control" shall mean:

               (i)  The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of  securities representing 20% or more of the
combined voting power of the Company's securities entitled to vote in the
election of directors; provided, however, that any acquisition by the Company
or any of its subsidiaries, or by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any of its subsidiaries, or any
merger or acquisition following which more than 60% of the combined voting
power of the securities of the resulting parent corporation is held by the
holders of the combined voting power of the Company's securities in 
substantially the same proportion as their ownership immediately prior to such
transaction and the Incumbent Board still constitutes at least a majority of
the Board, shall not constitute a Change of Control; or 

               (ii)  Individuals who, as of November 6, 1996, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board, provided that any individual becoming a director
subsequent to November 6, 1996, whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents; or

               (iii)  Approval by the shareholders of the Company of (A) a
complete liquidation or dissolution of the Company, or (B) the sale or other
disposition of all or substantially all of the assets of the Company, or (C) a
reorganization, merger or consolidation of the Company, provided that such
transaction shall not constitute a Change of Control if, following such
transaction, the holders of the combined voting power of the Company's
securities own more than 60% of the combined voting power of the securities of
the corporation which acquires the assets in (B) above or the parent
corporation which results from the reorganization, merger or consolidation in
(C) above and the Incumbent Board still constitutes at least a majority of
such entities; or 

               (iv)  The sale or other disposition, in response to a
pending or threatened Change of Control, of a majority of the voting stock or
all or substantially all of the assets of the corporations comprising the
decorative laminate business or the food equipment business, if the sales or
operating income of such business constituted at least 20% of the Company's
consolidated sales or operating income during the most recently completed
fiscal year; provided that, if such an event takes place, the Employee will
not have the right to terminate employment for any reason or for no reason
during the Window Period under Section 5(c) and receive the benefits set forth
in Section 6, but will have the right to terminate employment for Good Reason
under Section 5(c) and receive such benefits.  The Board of Directors of the
Company shall determine, in its sole discretion, whether the sale or other
disposition of such businesses is in response to a pending or threatened
Change of Control.  If the Board determines that such transaction is not in
response to a pending or threatened Change of Control, the Employee shall have
no right to the benefits set forth in this Policy; provided, however, that the
Board shall review the circumstances of such transaction, including
management's role in initiating the transaction, its effect on shareholder
value, and its effect on the Employee's responsibilities and terms of
employment, and shall determine, in its sole discretion, whether all or any
part of the benefits set forth in this Policy shall be awarded to the
Employee.

          3.   Employment Period.  (a)  The Company hereby agrees to
continue the Employee in its employ for the period commencing on the Effective
Date and ending on the second anniversary of such date (the "Employment
Period").  The Employee will be expected to remain in the employ of the
Company during the Employment Period.

               (b)  Nothing contained in this Policy shall impair or
interfere in any way with the right of the Employee to terminate the
Employee's employment or the right of the Company to terminate the employment
of the Employee with or without cause prior to the Effective Date.  Nothing
contained in this Policy shall be construed as a contract of employment
between the Company and the Employee or as a right of the Employee to continue
in the employ of the Company, or as a limitation of the right of the Company
to discharge the Employee with or without cause prior to a Change of Control. 
Moreover, if prior to the Effective Date, (i) the Employee's employment with
the Company terminates or (ii) the Employee ceases to be a director-level
employee of the Company located at the Company's headquarters office, then the
Employee shall have no further rights under this Policy.

          4.   Terms of Employment.  (a)  Position and Duties.  (i) During
the Employment Period, (A) the Employee's position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities
shall be at least commensurate in all material respects with the most
significant of those held, exercised and assigned at any time during the 90-
day period immediately preceding the Effective Date and (B) the Employee's
services shall be performed at the location where the Employee was employed
immediately preceding the Effective Date or 
any office or location less than 35 miles from such location.

          For purposes of Section 4(a)(i) (A) such position, authority,
duties and responsibilities shall be regarded as not commensurate if, as a
result of a Change of Control, (I) the Company becomes a direct or indirect
subsidiary of another corporation or becomes controlled, directly or
indirectly, by an unincorporated entity (such ultimate parent corporation or
unincorporated entity is hereinafter referred to as a "parent company"), or
(II) all or substantially all of the assets of the Company are acquired by
another corporation or corporations or unincorporated entity or entities owned
or controlled, directly or indirectly, by another corporation or
unincorporated entity (such ultimate parent corporation or unincorporated
entity is also hereinafter referred to as a "parent company"), unless, in each
case, (x) Section 12(b) of this Policy shall have been complied with by any
such parent company and (y) the Employee shall have assumed a position with
such parent company and the Employee's position, authority, duties and
responsibilities with such parent company are at least commensurate in all
material respects with the most significant of those held, exercised and
assigned with the Company at any time during the 90-day period immediately
preceding the Effective Date.

               (ii)  During the Employment Period, and excluding any
periods of vacation and sick leave to which the Employee is entitled, the
Employee will be expected to devote reasonable attention and time during
normal business hours to the business affairs of the Company and, to the
extent necessary to discharge the responsibilities assigned to the Employee
hereunder, to use the Employee's reasonable best efforts to perform faithfully
and efficiently such responsibilities.  During the Employment Period it shall
not be a violation of this Policy for the Employee to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver lectures, fulfill
speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not significantly
interfere with the performance of the Employee's responsibilities as an
employee of the Company in accordance with this Policy.  It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Employee prior to the Effective Date, the continued conduct
of such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Employee's responsibilities to the
Company.

               (b)  Compensation.  (i)  Base Salary.  During the Employment
Period, the Employee shall receive an annual base salary ("Annual Base
Salary"), which shall be paid at a monthly rate, at least equal to twelve
times the highest monthly base salary paid or payable to the Employee by the
Company in respect of the twelve-month period immediately preceding the month
in which the Effective Date occurs.  During the Employment Period, the Annual
Base Salary shall be reviewed at least annually and shall be increased at any
time and from time to time as shall be substantially consistent with increases
in base salary generally awarded in the ordinary course of business to other
peer employees of the Company.  Any increase in Annual Base Salary shall not
serve to limit or reduce any other obligation to the Employee under this
Policy.  Annual Base Salary shall not be reduced after any such increase and
the term Annual Base Salary as utilized in this Policy shall refer to Annual
Base Salary as so increased.  

               (ii) Incentive Awards.  In addition to Annual Base Salary,
the Employee shall be paid, for each fiscal year ending during the Employment
Period, an annual incentive award (the "Incentive Award") in cash at least
equal to the average annual incentive award paid or payable, including by
reason of any deferral, to the Employee by the Company in respect of the three
fiscal years immediately preceding the fiscal year in which the Effective Date
occurs (the "Recent Incentive Award").  In cases where the Employee received
or deferred a pro rata award because his or her participation was for less
than the full Incentive Award fiscal year, the Recent Incentive Award shall be
recalculated by increasing the awards for which a pro rata payment was
received or deferred to the level they would have been had the Employee
participated for the full fiscal year.  The recalculation is solely for
purposes of defining the term Recent Incentive Award, and shall not entitle
the Employee to any increase in awards paid or payable prior to the Effective
Date.  Each such Incentive Award shall be paid no later than the end of the
third month of the year next following the years for which the Incentive Award
is awarded, unless the Employee shall elect to defer the receipt of such
Incentive Award.

               (iii)  Profit Sharing, Thrift, Savings and Pension Plans. 
In addition to Annual Base Salary and Incentive Award payable as hereinabove
provided, the Employee shall be entitled to participate during the Employment
Period in all profit sharing, thrift, savings, supplemental plans and pension
plans, practices, policies and programs generally applicable to other peer
employees of the Company, but in no event shall such plans, practices,
policies and programs provide the Employee with profit sharing opportunities
(measured with respect to both regular and special profit sharing
opportunities), thrift opportunities, savings opportunities and pension
benefits opportunities, in each case, less favorable, in the aggregate, than
the most favorable of those provided by the Company for the Employee under
such plans, practices, policies and programs as in effect at any time during
the 90-day period immediately preceding the Effective Date.

               (iv)  Welfare Benefit Plans.  During the Employment Period,
the Employee and/or the Employee's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company
(including, without limitation, medical, prescription, dental, disability,
salary continuance, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent generally applicable to
other peer employees of the Company, but in no event shall such plans,
practices, policies and programs provide benefits which are less favorable, in
the aggregate, than the most favorable of such plans, practices, policies and
programs in effect for the Employee at any time during the 90-day period
immediately preceding the Effective Date.

               (v)  Expenses.  During the Employment Period, the Employee
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Employee in accordance with the most favorable policies,
practices and procedures of the Company in effect for the Employee at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Employee, as in effect at any time thereafter generally with
respect to other peer employees of the Company.

               (vi)  Perquisites.  During the Employment Period, the
Employee shall be entitled to perquisites in accordance with the most
favorable plans, practices, programs and policies of the Company in effect for
the Employee at any time during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Employee, as in effect at any time
thereafter generally with respect to other peer employees of the Company.

               (vii)  Office and Support Staff.  During the Employment
Period, the Employee shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to secretarial and other
assistance, at least equal to the most favorable of the foregoing provided to
the Employee by the Company at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Employee, as
provided at any time thereafter generally with respect to other peer employees
of the Company.

               (viii)  Vacation.  During the Employment Period, the
Employee shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company as in effect
for the Employee at any time during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Employee, as in effect at any
time thereafter generally with respect to other peer employees of the Company.

          5.  Termination of Employment.  (a)  Death or Disability.  The
Employee's employment shall terminate automatically upon the Employee's death
during the Employment Period.  If the Company determines in good faith that
the Disability of the Employee has occurred during the Employment Period
(pursuant to the definition of "Disability" set forth below), it may give to
the Employee written notice in accordance with Section 12(b) of this Policy of
its intention to terminate the Employee's employment.  In such event, the
Employee's employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Employee (the "Disability Effective
Date"), provided that, within the 30 days after such receipt, the Employee
shall not have returned to full-time performance of the Employee's duties. 
For purposes of this Policy, "Disability" means the absence of the Employee
from the Employee's duties with the Company on a substantially full-time basis
for 180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Employee or the
Employee's legal representative (such agreement as to acceptability not to be
withheld unreasonably).

               (b)  Cause.  The Company may terminate the Employee's
employment during the Employment Period for Cause.  For purposes of this
Policy, "Cause" shall mean:

               (i)  the willful and continued failure of the Employee to
perform substantially the Employee's duties with the Company (other than any
such failure resulting from incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to the
Employee by the Company which specifically identifies the manner in which the
Company believes that the Employee has not substantially performed the
Employee's duties, or

               (ii)  the willful engaging by the Employee in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company.

For purposes of this provision, no act or failure to act on the part of the
Employee shall be considered "willful" unless it is done, or omitted to be
done, by the Employee in bad faith or without reasonable belief that the
Employee's action or omission was in the best interests of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of an officer of the
Company or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Employee in
good faith and in the best interests of the Company.  The cessation of
employment of the Employee shall not be deemed to be for Cause unless and
until there shall have been delivered to the Employee a copy of a statement
signed by an officer of the Company (after reasonable notice is provided to
the Employee and the Employee is given an opportunity, together with counsel,
to be heard), finding that, in the good faith opinion of the Company, the
Employee is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail.

               (c)  Good Reason; Window Period.  The Employee's employment
may be terminated (i) during the Employment Period by the Employee for Good
Reason or (ii) during the Window Period by the Employee for any reason or for
no reason (except as set forth in Section 2(d)(iv)).  For purposes of this
Policy, the "Window Period" shall mean that 30-day period immediately
following the first anniversary of the Effective Date.  For purposes of this
Policy, "Good Reason" shall mean:

               (A)  the assignment to the Employee of any duties
inconsistent in any respect with the Employee's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 4(a) of this Policy, or any other
action by the Company which results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Employee;

               (B)  any failure by the Company to comply with any of the
provisions of Section 4(b) of this Policy, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Employee;

               (C)  the Company's requiring the Employee to be based at any
office or location other than that described in Section 4(a)(i)(B) hereof;

               (D)  any purported termination by the Company of the
Employee's employment otherwise than as expressly permitted by this Policy; or

               (E)  any failure by the Company or any successor to comply
with and satisfy Section 11(c) of this Policy, provided that such successor
has received at least ten days prior written notice from the Company or the
Employee of the requirements of Section 11(c) of this Policy.

For purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Employee shall be conclusive.

               (d)  Notice of Termination.  Any termination by the Company
for Cause, or by the Employee during the Window Period or for Good Reason,
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Section 12(b) of this Policy.  For purposes of this Policy,
a "Notice of Termination" shall mean a written notice which (i) indicates the
specific termination provision in this Policy relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee's employment under
the provision so indicated and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than fifteen days after the
giving of such notice).  The failure by the Employee or the Company to set
forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause, as the case may be, shall not waive any
right of the Employee or the Company hereunder or preclude the Employee or the
Company from asserting such fact or circumstance in enforcing the Employee's
or the Company's rights hereunder.

               (e)  Date of Termination.  "Date of Termination" shall mean
(i) if the Employee's employment is terminated by the Company for Cause, or by
the Employee during the Window Period or for Good Reason, the date of receipt
of the Notice of Termination or any later date specified therein, as the case
may be, (ii) if the Employee's employment is terminated by the Company other
than for Cause, Disability or death, the Date of Termination shall be the date
on which the Company notifies the Employee of such termination, and (iii) if
the Employee's employment is terminated by reason of death or Disability, the
Date of Termination shall be the date of death of the Employee or the
Disability Effective Date, as the case may be.

          6.   Obligations of the Company upon Termination.  (a)  Good
Reason or during the Window Period; Other than for Cause or Disability.  If,
during the Employment Period, the Company shall terminate the Employee's
employment other than for Cause or Disability or the Employee shall terminate
employment either for Good Reason or for any reason or for no reason during
the Window Period, the Company shall have the following obligations:

               (i)  The Company shall pay to the Employee in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the
following amounts:

               (A)  the amount equal to the product of (x) two and (y) the
          sum of the Employee's Annual Base Salary and the greater of (i)
          the Employee's Recent Incentive Award and (ii) the Incentive Award
          paid or payable, including by reason of any deferral, to the
          Employee for the most recently completed fiscal year ("Most Recent
          Incentive Award").  In cases where the Employee received or
          deferred a pro rata award because his or her participation was for
          less than the full Incentive Award fiscal year, the Most Recent
          Incentive Award shall be recalculated by increasing the award for
          which a pro rata payment was received or deferred to the level it
          would have been had the Employee participated for the full fiscal
          year.  The recalculation is solely for purposes of defining the
          term Most Recent Incentive Award.  Such amount shall be paid in
          lieu of, and the Employee hereby waives the right to receive, any
          other amount of severance relating to salary or bonus continuation
          to be received by the Employee upon such termination of employment
          under any severance plan, policy or arrangement of the Company;
          and

               (B)  the amount equal to the product of (x) the maximum
          Incentive Award that would have applied to the Employee under the
          applicable incentive plans of the Company and the policies and
          procedures thereunder for the fiscal year of the Company in which
          the Date of Termination occurs, and (y) a fraction, the numerator
          of which is the number of days in the current fiscal year through
          the Date of Termination, and the denominator of which is 365; and

               (C)  the amount of the Employee's Annual Base Salary through
          the Date of Termination to the extent not theretofore paid and the
          amount of any compensation previously deferred by the Employee
          (together with any accrued interest thereon) and not yet paid by
          the Company and any accrued vacation pay of the Employee not yet
          paid by the Company.

For purposes of this Policy, the aggregate of the amounts described in clauses
(A), (B) and (C) of this Section 6(a) shall hereafter be referred to as the
"Special Termination Amount".

               (ii)  For the remainder of the Employment Period, or such
longer period as any plan, program, practice or policy may provide, the
Company shall continue benefits to the Employee and, where applicable, the
Employee's family at least equal to those which would have been provided to
them in accordance with the plans, programs, practices and policies described
in Section 4(b)(iv) of this Policy if the Employee's employment had not been
terminated, in accordance with the most favorable plans, practices, programs
or policies of the Company generally applicable to other peer employees and
their families during the 90-day period immediately preceding the Effective
Date or, if more favorable to the Employee, as in effect at any time
thereafter generally with respect to other peer employees of the Company their
families (for purposes of determining eligibility of the Employee for retiree
benefits pursuant to such plans, practices, programs and policies, the
Employee shall be considered to have remained employed until the end of the
Employment Period and to have retired on the last day of such period);
provided, however, that with respect to medical benefits, the Company shall
continue, for the lifetime of the Employee, medical benefits for the Employee
and the Employee's family no less favorable than the medical benefits provided
to the Employee under the Premark International, Inc. health care plans (or
any successor plans thereto) during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Employee, as in effect at any
time thereafter generally with respect to any other peer employees of the
Company and their families; and, provided, further, that, in the event the
Employee becomes reemployed with another employer and is eligible to receive
medical or other welfare benefits under any employer provided plan, the
medical and other welfare benefits described  herein shall not be provided by
the Company during such applicable period of eligibility, but shall resume if
such period of eligibility shall terminate.

               (iii)  To the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Employee any other amounts or
benefits required to be paid or provided or which the Employee is eligible to
receive under any plan, program, policy or practice or contract or agreement
of the Company and its affiliated companies (such other amounts and benefits
shall be hereinafter referred to as the "Other Benefits").

               (b)  Death.  If the Employee's employment is terminated by
reason of the Employee's death during the Employment Period, the Company shall
have no further obligations to the Employee's legal representatives under this
Policy, other than the payment by the Company of the Special Termination
Amount, provided however, that the amount of such payment determined under
Section 6(a)(i)(A) shall be adjusted as follows.  The amount set forth in
clause (A) shall be offset in all cases by the basic Company life insurance
benefit paid or payable in respect of the Employee's death and, in addition,
if the death occurs after the one year anniversary following the Change of
Control, it shall be offset by the amount of any salary payments made to the
Employee for any periods of employment following the Change of Control.  The
adjusted Special Termination Amount shall be paid to the Employee's estate or
beneficiary, as applicable, in a lump sum in cash within 30 days of the Date
of Termination.  Anything in this Policy to the contrary notwithstanding, the
Employee's family shall be entitled to receive benefits at least equal to the
most favorable benefits provided generally by the Company to surviving
families of peer employees of the Company under such plans, programs,
practices and policies relating to family death benefits, if any, as in effect
generally with respect to other peer employees and their families at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Employee and/or the Employee's family, as in effect on the
date of the Employee's death generally with respect to other peer employees of
the Company and their families.

               (c)  Disability.  If the Employee's employment is terminated
by reason of the Employee's Disability during the Employment Period, the
Company shall have no further obligations to the Employee under this Policy,
other than the payment by the Company of the Special Termination Amount.  The
Special Termination Amount shall be paid to the Employee in a lump sum in cash
within 30 days of the Date of Termination.  Anything in this Policy to the
contrary notwithstanding, the Employee shall be entitled after the Disability
effective date to receive disability and other benefits at least equal to the
most favorable of those generally provided by the Company to disabled
employees and/or their families in accordance with such plans, programs,
practices and policies relating to disability, if any, as in effect generally
with respect to other peer employees and their families at any time during the
90-day period immediately preceding the Effective Date or, if more favorable
to the Employee and/or the Employee's family, as in effect at any time
thereafter through the Date of Termination generally with respect to other
peer employees of the Company and their families.

               (d)  Cause; Other than for Good Reason or during the Window
Period.  If the Employee's employment shall be terminated for Cause during the
Employment Period, the Company shall have no further obligations to the
Employee under this Policy, other than the obligation to pay to the Employee
Annual Base Salary through the Date of Termination plus the amount of any
compensation previously deferred by the Employee, in each case to the extent
theretofore unpaid.  If the Employee terminates employment during the
Employment Period, excluding a termination either for Good Reason or for any
reason or for no reason during the Window Period, the Company shall have no
further obligations to the Employee under this Policy, other than for the
following obligations:  (i) payment of the Employee's Annual Base Salary
through the Date of Termination to the extent not theretofore paid, (ii)
payment of the product of (x) the greater of the Recent Incentive Award and
the Most Recent Incentive Award and (y) a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of Termination,
and the denominator of which is 365 and (iii) payment of any compensation
previously deferred by the Employee (together with any accrued interest
thereon) and not yet paid by the Company and any accrued vacation pay of the
Employee not yet paid by the Company (the amounts described in paragraphs (i),
(ii) and (iii) shall be paid to the Employee in a lump sum in cash within 30
days of the Date of Termination).

          7.   Non-exclusivity.  Except as explicitly modified or otherwise
explicitly provided by this Policy, (i) nothing in this Policy shall prevent
or limit the Employee's continuing or future participation in any benefit,
bonus, incentive or other plans, programs, policies or practices provided by
the Company and for which the Employee may qualify, nor shall anything herein
limit or otherwise affect such rights as the Employee may have under any
agreements with the Company and (ii) amounts which are vested benefits or
which the Employee is otherwise entitled to receive under any plan, policy,
practice or program of the Company at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program
except as explicitly modified by this Policy.

          8.   Full Settlement.  The Company's obligation to make the
payments provided for in this Policy and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Employee or others.  In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts
payable to the Employee under any of the provisions of this Policy and, except
as provided in Section 6(a)(ii) of this Policy, such amounts shall not be
reduced whether or not the Employee obtains other employment.  With the
exception of any disputes regarding determinations made by the Board of
Directors of the Company under Section 2(d)(iv) of this Policy, the Company
agrees to pay, to the full extent permitted by law, all legal fees and
expenses which the Employee may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Employee or others of
the validity or enforceability of, or liability under, any provision of this
Policy or any guarantee of performance thereof (including as a result of any
contest by the Employee about the amount of any payment pursuant to this
Policy), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue
Code of 1986, as amended (the "Code").

          9.   Certain Additional Payments by the Company.  (a) 
Anything in this Policy to the contrary notwithstanding, in the event it shall
be determined that as a result, directly or indirectly, of any payment or
distribution by the Company to or for the benefit of the Employee, whether
paid or payable or distributed or distributable pursuant to the terms of this
Policy or otherwise (a "Payment"), the Employee would be subject to the excise
tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Employee with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Employee shall be entitled to
promptly receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Employee of all taxes (including any interest
or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but
excluding any income taxes on the Payment, the Employee is in the same after-
tax position as if no Excise Tax had been imposed upon the Employee.

               (b)  Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9, including whether or
when a Gross-Up Payment is required and the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determinations, shall
be made by the Company's public accounting firm (the "Accounting Firm").  All
fees and expenses of the Accounting Firm shall be borne solely by the Company. 
Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid
to the Employee within five days of the receipt of the Accounting Firm's
determination.  

               (c)  The Employee shall notify the Company as soon as
possible in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of the Gross-Up Payment. 
If the Company notifies the Employee in writing within 30 days that it desires
to contest such claim, the Employee shall cooperate with the Company in good
faith in order effectively to contest such claim.  

The Company shall control all proceedings taken in connection with such
contest; provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Employee
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses and advances;  and further
provided that any extension of the statute of limitations is limited solely to
such contested amount; and the Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Employee shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.

          10.  Confidential Information.  The Employee shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by the Employee during the Employee's employment by the Company or
any of its affiliated companies and which shall not be or become public
knowledge (other than by acts by the Employee or representatives of the
Employee in violation of this Policy).  After termination of the Employee's
employment with the Company, the Employee shall not, without prior written
consent of the Company or as may otherwise be required by law or legal
process, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.  In no event shall
an asserted violation of the provisions of this Section 10 constitute a basis
for deferring or withholding any amounts otherwise payable to the Employee
under this Policy.

          11.  Successors.  (a)  The rights under this Policy shall not be
assignable by the Employee without the prior written consent of the Company
otherwise than by will or the laws of descent and distribution.  The rights
under this Policy shall inure to the benefit of and be enforceable by the
Employee's legal representatives.

               (b)  The rights under this Policy shall inure to the benefit
of and be binding upon the Company and its successors and assigns.

               (c)  The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Policy in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  As used in this Policy, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Policy by operation of law,
or otherwise.

          12.  Miscellaneous.  (a)  This Policy shall be governed by and
construed in accordance with the laws of the State of Illinois, without
reference to principles of conflict of laws.  The captions of this Policy are
not part of the provisions hereof and shall have no force or effect.  

               (b)  All notices and other communications under this Policy
shall be in writing and shall be given by hand delivery to the other party or
by registered or certified mail, return receipt requested, postage prepaid,
addressed, in the case of the Employee, to the Employee's last known address
on file with the Company, and in the case of the Company, to Premark
International, Inc., 1717 Deerfield Road, Deerfield, IL  60015, Attention:
General Counsel, or to such other address as either the Employee or the
Company shall have furnished to the other in writing.  Notice and
communications shall be effective when actually received by the addressee.  

               (c)  The invalidity or unenforceability of any provision of
this Policy shall not affect the validity or enforceability of any other
provision of this Policy.

               (d)  The Company may withhold from any amounts payable under
this Policy such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

               (e)  Failure to insist upon strict compliance with any
provision of this Policy shall not be deemed to be a waiver of such provision
or any other provision of this Policy.

               (f)  The Board shall have the power at any time, in its
discretion to amend, abandon or terminate the Policy, in whole or in part,
except that the Policy may not be modified by the Company or its successor in
any manner which would reduce the amount or timing of benefits payable
hereunder:

               (i)  at the request of a third party who has taken steps
reasonably calculated to effect the Change of Control,

               (ii)  in connection with or in anticipation of the Change of
Control, or

               (iii)  after the Change of Control.

               (g)  The Policy shall be administered under the direction of
the Compensation and Directors Committee of the Board.  A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee without a meeting, shall be the acts of
the Committee.

               (h)  The Policy shall be unfunded.  None of the Company, any
affiliated company, or the Board shall be required to segregate assets that
may at any time be represented by benefits under the Policy, except as may be
required by applicable law.  None of the Company, any affiliated company, or
the Board shall be deemed to be a trustee of any amounts to be paid under the
Policy.  The liability of the Company or any affiliated company to any
Employee with respect to any benefit shall be based solely upon the
contractual obligations created by the Policy.  No such obligation shall be
deemed to be secured by any pledge or any encumbrance on any property of the
Company.