RSA HOLDINGS CORP. OF DELAWARE

                            1999 Stock Incentive Plan






<PAGE>




                       RSA Holdings Corp. of Delaware

                            1999 STOCK INCENTIVE PLAN



                                TABLE OF CONTENTS

                                                              Page
                                                              ----


1.       PURPOSE.................................................1

2.       ADMINISTRATION OF THE PLAN..............................1

3.       SHARES..................................................2

4.       AUTHORITY TO GRANT AWARDS...............................2

5.       WRITTEN AGREEMENT.......................................2

6.       ELIGIBILITY.............................................2

7.       OPTION PRICE............................................2

8.       DURATION OF OPTIONS.....................................3

9.       RESTRICTIONS ON EXERCISE OF AWARDS, ETC.................3

10.      EXERCISE OF AWARDS......................................3

11.      NON-TRANSFERABILITY OF AWARDS...........................4

12.      REQUIREMENTS OF LAW.....................................4

13.      NO RIGHTS AS STOCKHOLDER................................5

14.      NO EMPLOYMENT OBLIGATION................................5

15.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE..............5

16.      AMENDMENT OR TERMINATION OF PLAN........................8

17.      CERTAIN RIGHTS OF THE COMPANY...........................8

18.      EFFECTIVE DATE AND DURATION OF THE PLAN.................8


                                      -ii-


<PAGE>




                         RSA HOLDINGS CORP. OF DELAWARE

                            1999 STOCK INCENTIVE PLAN



         1.       PURPOSE

                  The purpose of this 1999 Stock  Incentive Plan (the "Plan") is
to encourage  directors,  consultants and key employees of RSA Holdings Corp. of
Delaware  (the  "Company")  and its  Subsidiaries  (as  hereinafter  defined) to
continue their  association  with the Company and its  Subsidiaries by providing
opportunities  for such persons to  participate  in the ownership of the Company
and in its future growth through the granting of stock options (the "Options" or
the  "Awards")  that are not  intended to qualify for any special tax  treatment
under the Internal  Revenue  Code of 1986,  as amended  (the  "Code").  The term
"Subsidiary"  as  used  in the  Plan  means  a  corporation  or  other  business
organization  of which the  Company  owns,  directly  or  indirectly  through an
unbroken  chain of ownership,  fifty percent (50%) or more of the total combined
voting  power of all classes of stock,  partnership  interests  or other  equity
interests.

         2.       ADMINISTRATION OF THE PLAN

                  (a)  The  Plan  shall  be  administered  by a  committee  (the
         "Committee")  consisting of those Directors of the Company who shall at
         any  time  and  from  time  to  time  be  serving  as  members  of  the
         Compensation  Committee  of the Board of  Directors of the Company (the
         "Board").

                  (b) The  Committee  shall,  from  time to time,  report to the
         Board  the names of  employees  or other  persons  to whom  Awards  are
         granted,  the type of Awards  granted,  the number of shares covered by
         each Award and the terms and conditions of each such Award.

                  (c) The  Committee  shall  have  the  sole  authority,  in its
         absolute  discretion,  to  adopt,  amend  and  rescind  such  rules and
         regulations as, in its opinion,  may be advisable in the administration
         of the Plan,  and to continue  and  interpret  the Plan,  the rules and
         regulations,  and the  instruments  evidencing  Awards  and to make all
         other   determinations   deemed   necessary   or   advisable   for  the
         administration   of  the  Plan.  All  decisions,   determinations   and
         interpretations of the Committee shall be final, binding and conclusive
         on all Participants.



<PAGE>


                                                                              8



         3.       SHARES AVAILABLE FOR AWARDS

                  The stock  subject to Awards under the Plan shall be shares of
the Company's  Common Stock,  par value $.01 per share (the "Stock").  The total
amount of Stock with respect to which Awards may be granted (the "Awards  Pool")
shall  not  exceed  in the  aggregate  110,000  shares.  In the  event  that any
outstanding  Award shall  expire for any reason or shall  terminate by reason of
the  death  or  severance  of  employment  of the  Participant  (as  hereinafter
defined),  the  surrender of any such Award,  or any other cause,  the shares of
Stock allocable to the unexercised portion of such Award may again be subject to
an Award under the Plan.

         4.       AUTHORITY TO GRANT AWARDS

                  The    Committee   may   consult   with   and   consider   the
recommendations  of other  directors  and the  Chief  Executive  Officer  of the
Company,  and may determine from time to time which key employees of the Company
or any  Subsidiary or other persons shall be granted  Awards under the Plan, the
terms of the Awards and the number of shares  which may be  purchased  under the
Awards.  Subject only to any applicable  limitations  set forth elsewhere in the
Plan,  the  number  of shares of Stock to be  covered  by any Award  shall be as
determined by the Committee.

         5.       WRITTEN AGREEMENT

                  Each  Award  granted  hereunder  shall be for such  number  of
shares of Stock,  and  otherwise  subject to such terms and  conditions,  as the
Committee  shall  determine and specify in a written award agreement (an "Option
Agreement"). Each Option Agreement shall be signed by the Participant and by the
Chief Executive Officer or the Chief Financial Officer of the Company for and in
the name and on behalf of the Company.

         6.       ELIGIBILITY

                  The  individuals  who shall be eligible for an Award under the
Plan shall be key  employees,  directors  (whether or not  employees)  and other
persons who render  services  of  importance  to the  management,  operation  or
development of the Company or a Subsidiary,  and who have  contributed or may be
expected to contribute materially to the success of the Company or a Subsidiary.
An employee, director or other person to whom an Award has been granted pursuant
to an Option Agreement is sometimes referred to herein as a "Participant".

         7.       OPTION PRICE



<PAGE>


                  The price at which shares of Stock may be  purchased  pursuant
to an Option  shall be  specified  by the  Committee  at the time the  Option is
granted.

         8.       DURATION OF OPTIONS

                  The duration of any Option shall be specified by the Committee
in the Option Agreement, but no Option shall be exercisable after the expiration
of ten (10) years from the date such Option is granted.  The  Committee,  in its
sole and absolute discretion,  may extend any Option theretofore granted subject
to the  aforesaid  limits and may provide  that an Option  shall be  exercisable
during its entire duration or during any lesser period of time.

         9.       RESTRICTIONS ON EXERCISE OF AWARDS, ETC.

                  The  Committee  may  restrict  the  exercise  of any  Award by
prohibiting  such  exercise at any time during which and for such period of time
as any Participant is engaged in any activity determined by the Committee, after
consideration  of  the  facts  presented  on  behalf  of  the  Company  and  the
Participant,  to be  detrimental  to the best  interests  of the Company and its
stockholders.  The Committee shall notify the Participant in writing of any such
determination  and of the scope and  duration  of any such  restriction.  If the
Committee  notifies a Participant in writing that such Participant is engaged or
may  have  engaged  in such a  detrimental  activity  and such  Participant  has
exercised or attempts to exercise an Award after such  notification but prior to
a decision of the Committee based on the consideration of all facts presented on
behalf of the Company and the Participant,  the Company shall not be required to
recognize  such  exercise  until the Committee has made its decision and, in the
event any exercise  shall have taken  place,  it shall be of no force and effect
(and void ab initio) if the Committee makes an adverse determination;  provided,
however,  that if the  Committee  finds  in favor  of the  Participant  then the
Participant will be deemed to have exercised such Award as of the date he or she
originally  gave  written  notice of his or her  attempt to  exercise  or actual
exercise,  as  the  case  may  be.  The  decision  of  the  Committee  as to the
detrimental nature of the Participant's  activities shall be final,  binding and
conclusive.

         10.      EXERCISE OF AWARDS



<PAGE>


                  Awards shall be exercised by the delivery of written notice to
the Company  setting  forth the number of shares of Stock with  respect to which
the Award is to be exercised, accompanied by payment of the option price of such
shares, which payment shall be made in cash or by such cash equivalents, payable
to the order of the Company in an amount in United  States  dollars equal to the
option  price  of  such  shares,  as the  Committee  in its  sole  and  absolute
discretion shall consider  acceptable.  Such notice shall be delivered in person
to the  Secretary  of the Company or shall be sent by  registered  mail,  return
receipt requested, to the Secretary of the Company, in which case delivery shall
be deemed made on the date such notice is deposited in the mail.

                  As promptly as practicable after the receipt by the Company of
(a) written  notice from the  Participant  setting forth the number of shares of
the Stock with respect to which such Award is to be exercised and (b) payment of
the option  price of such  shares,  the  Company  shall  (subject  to Section 12
hereof) cause to be delivered to such Participant certificates  representing the
number of paid-up,  non-assessable  shares with  respect to which such Award has
been so exercised.

         11.      NON-TRANSFERABILITY OF AWARDS

                  Awards shall not be transferable by the Participant  otherwise
than by will or under the laws of descent and  distribution  and,  during his or
her lifetime, shall be exercisable only by the Participant. Awards shall be null
and void and without effect upon any attempted assignment or transfer, except as
hereinabove  provided,  including without  limitation any purported  assignment,
whether  voluntary  or by  operation  of law,  pledge,  hypothecation  or  other
disposition contrary to the provisions hereof, or levy of execution, attachment,
trustee process or similar process, whether legal or equitable upon the Awards.


         12.      REQUIREMENTS OF LAW



<PAGE>


                  The Company  shall not be required to sell or issue any shares
of Stock upon the  exercise of any Option if the  issuance of such shares  shall
constitute  or result in a violation  by the  Participant  or the Company of any
provisions  of any law,  statute or regulation  of any  governmental  authority.
Specifically,  in connection  with the  Securities  Act of 1933, as amended (the
"Securities  Act"),  and any  applicable  state  securities or "blue sky" law (a
"Blue Sky Law"),  upon  exercise of any Option the Company shall not be required
to issue such shares unless the Committee has received evidence  satisfactory to
it to the effect that the holder of such Option  will not  transfer  such shares
except  pursuant to a registration  statement in effect under the Securities Act
and Blue Sky Laws or unless an opinion of counsel  satisfactory  to the  Company
has been  received  by the  Company to the  effect  that such  registration  and
compliance  is  not  required.  Any  determination  in  this  connection  by the
Committee  shall be final,  binding and  conclusive.  The  Company  shall not be
obligated  to take any action in order to cause the exercise of an Option or the
issuance  of  shares  of  Stock  pursuant  thereto  to  comply  with  any law or
regulations of any governmental authority,  including,  without limitation,  the
Securities Act or applicable Blue Sky Law.

                  Notwithstanding  any  other  provision  of  the  Plan  to  the
contrary, the Company may refuse to permit transfer of shares of Stock or of any
Option if in the opinion of its legal  counsel such  transfer  would violate any
federal or state securities laws or subject the Company to liability thereunder.
Any sale,  assignment,  transfer,  pledge or other  disposition of shares of the
Stock  received  upon  exercise of any Option (or any other shares or securities
derived  therefrom)  or of  any  Option  which  is not in  accordance  with  the
provisions  of this  Section  shall be void and of no  effect  and  shall not be
recognized by the Company.

                  The Committee may cause any certificate representing shares of
Stock  acquired  upon  exercise of an Option (and any other shares or securities
derived  therefrom)  to  bear  a  legend  to  the  effect  that  the  securities
represented by such  certificate  have not been registered  under the Securities
Act, as amended,  or any applicable  state securities laws, and may not be sold,
assigned,  transferred,  pledged or otherwise  disposed of except in  accordance
with the Plan and  applicable  agreements  binding the holder and the Company or
any of its stockholders.

         13.      NO RIGHTS AS STOCKHOLDER

                  No  Participant  shall have any rights as a  stockholder  with
respect to shares  covered by his or her Option  until the date of issuance of a
stock certificate for such shares;  except as otherwise  provided in Section 15,
no  adjustment  for  dividends  or  otherwise  shall be made if the record  date
therefor is prior to the date of issuance of such certificate.

         14.      NO EMPLOYMENT OBLIGATION

                  The granting of any Award shall not impose upon the Company or
any Subsidiary  any obligation to employ or continue to employ any  Participant,
or to engage or retain the services of any person,  and the right of the Company
or any  Subsidiary to terminate  the  employment or services of any person shall
not be  diminished  or  affected  by  reason  of the fact that an Award has been
granted  to him or her.  The  existence  of any Award  shall  not be taken  into
account in  determining  any damages  relating to  termination  of employment or
services for any reason.

         15.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE


<PAGE>


                  (a) The  existence of  outstanding  Awards shall not affect in
         any way the right or power of the Company or its  stockholders  to make
         or authorize any subdivisions,  splits,  combinations or consolidations
         of shares of capital stock of the Company  (including the Stock) or the
         payment of a dividend in shares of the Stock or other securities of the
         Company,     adjustments,     recapitalizations,     reclassifications,
         reorganizations  or other changes in the Company's capital structure or
         its business or any merger or consolidation of the Company or any issue
         of bonds,  debentures,  preferred or preference  stock,  whether or not
         convertible into or exchangeable or exercisable for shares of the Stock
         or other  securities,  ranking prior to or pari passu with the Stock or
         affecting the rights thereof, or warrants, rights or options to acquire
         the same, or the  dissolution or liquidation of the Company or any sale
         or  transfer  of all or any part of its assets or business or any other
         corporate  act  or  proceeding,  whether  of  a  similar  character  or
         otherwise.

                  (b) Subject to the  provisions  of Section  15(d) of the Plan,
         the  number of shares of Stock in the Award  Pool  (less the  number of
         shares  theretofore  delivered upon exercise of Options) and the number
         of shares of Stock covered by any outstanding  Option and the price per
         share payable upon exercise  thereof  (provided  that in no event shall
         the option  price be less than the par value of such  shares)  shall be
         appropriately  adjusted by the Board in the event that the  outstanding
         shares of Stock are changed into or exchanged for a different number or
         kind of  shares  or  other  securities  of the  Company  or of  another
         corporation  by reason of any  reorganization,  merger,  consolidation,
         recapitalization, reclassification, stock split, combination of shares,
         or dividends  payable in capital stock. The decision of the Board as to
         the  adjustment,  if any,  required by the  provisions  of this Section
         shall be final, binding and conclusive.

                  (c) If the Company merges or consolidates  with a wholly-owned
         subsidiary for the purpose of reincorporating  itself under the laws of
         another  jurisdiction,  the  Participants  will be  entitled to acquire
         shares of Stock of the  reincorporated  Company upon the same terms and
         conditions as were in effect immediately prior to such  reincorporation
         (unless such reincorporation  involves a change in the number of shares
         or the  capitalization  of the  Company,  in  which  case  proportional
         adjustments  shall be made as provided in this Section),  and the Plan,
         unless  otherwise  rescinded by the Board,  will remain the Plan of the
         reincorporated Company.



<PAGE>


                  (d)  Unless  otherwise  determined  by the  Board  in its sole
         discretion  and except as  otherwise  provided in Section  15(c) of the
         Plan, if while unexercised Awards remain outstanding under the Plan (i)
         the Company is merged or consolidated with another corporation or other
         entity, whether or not the Company is the surviving entity, or (ii) the
         Company  is  liquidated  or  sells  or  otherwise  disposes  of  all or
         substantially all of its assets to another entity, or (iii) there takes
         place a Change in Control (as  hereinafter  defined),  or (iv) in other
         circumstances  in which the Board in its sole and  absolute  discretion
         deems it appropriate for the provisions of this paragraph to apply, (A)
         the  purchaser(s) of the Company's assets or capital stock may, in his,
         her or its discretion,  deliver to the  Participant,  in the case of an
         Option,  to the extent that the right to purchase shares of Stock under
         an Option has vested,  the same kind of  consideration  (less the price
         per share payable upon exercise of the Option) that is delivered to the
         holders   of  Stock  as  a  result  of  such   merger,   consolidation,
         liquidation,   sale,   disposition,   Change   in   Control   or  other
         circumstances or (B) the Board may, in its sole  determination,  cancel
         the Option,  to the extent not theretofore  exercised,  in exchange for
         consideration  in cash or in kind,  which  consideration in the case of
         (A) or (B)  shall be equal in  value to the  value of those  shares  of
         stock or other  consideration  the Participant  would have received had
         the  Option  been  exercised  (to the  extent  the  Option has not been
         exercised,  and, in the case of an Option, to the extent it has vested)
         and no  disposition  of the shares so acquired  upon such exercise been
         made  prior  to  such   merger,   consolidation,   liquidation,   sale,
         disposition,  Change in Control or other circumstances,  less the price
         per  share  payable  upon  exercise  thereof.   Upon  receipt  of  such
         consideration  by  the  Participant,   the  Option  shall   immediately
         terminate and be of no further force and effect, including with respect
         to the vested and unvested portion  thereof.  The value of the stock or
         other  consideration  the Participant would have received if the Option
         had been exercised  shall be determined in good faith by the Board.  In
         addition, in the case of any such merger,  consolidation,  liquidation,
         sale, disposition,  Change in Control or other circumstance,  the Board
         may, in its sole discretion, accelerate the vesting of an Option.



<PAGE>


                  For purposes of this Section,  a "Change in Control"  shall be
         deemed  to have  occurred  if any  person,  or any two or more  persons
         acting as a group,  and all  affiliates of such person or persons,  who
         prior to such time  owned  less than  fifty  percent  (50%) of the then
         outstanding Common Stock of the Company,  shall acquire such additional
         shares of the Company's  Common Stock in one or more  transactions,  or
         series  of  transactions,  such  that  following  such  transaction  or
         transactions,  such  person or group and  affiliates  beneficially  own
         fifty percent (50%) or more of the Company's Common Stock  outstanding;
         and "Common  Stock"  shall mean the Stock,  or if changed,  the capital
         stock  of the  Company  as it shall be  constituted  from  time to time
         entitling the holders thereof to share generally in the distribution of
         all assets  available for  distribution  to the Company's  stockholders
         after  the   distribution   to  any  holders  of  capital   stock  with
         preferential rights.

                  (e) Upon dissolution or liquidation of the Company,  the Award
         shall terminate, but the Participant (if at such time in the employment
         of the  Company)  shall  have  the  right,  immediately  prior  to such
         dissolution or liquidation, to purchase shares of Stock pursuant to the
         Option to the extent such Option is then vested.

                  (f) No fraction of a share of Stock  shall be  purchasable  or
         deliverable  upon the  exercise  of the  Option,  but in the  event any
         adjustment  hereunder of the number of shares covered by an Award shall
         cause such number to include a fraction of a share, such fraction shall
         be adjusted to the nearest smaller whole number of shares.

                  (g)  Except as  expressly  provided  herein,  the issue by the
         Company of shares of Stock or other  securities  of any class or series
         or securities  convertible  into or  exchangeable  or  exercisable  for
         shares of the Stock or other securities of any class or series for cash
         or property  or for labor or  services  either upon direct sale or upon
         the  exercise  of rights or  warrants to  subscribe  therefor,  or upon
         conversion of shares or  obligations  of the Company  convertible  into
         such shares or other securities, shall not affect, and no adjustment by
         reason  thereof  shall be made with  respect to, the  number,  class or
         price of shares of the Stock then subject to outstanding Options.

         16.      AMENDMENT OR TERMINATION OF PLAN

                  The Board may, in its sole and  absolute  discretion,  modify,
revise  or  terminate  the Plan at any time  and  from  time to time;  provided,
however,  except as otherwise  permitted  herein,  no amendment  shall adversely
affect  outstanding  Options,  and no termination  shall  terminate  outstanding
Options, without the consent of the Participant.

         17.      CERTAIN RIGHTS OF THE COMPANY



<PAGE>


                  The Committee may, in its sole and absolute  discretion,  also
require a key employee or other  person,  as a condition to receiving any Award,
to enter into a noncompetition  agreement or other agreement in such form as the
Committee may, from time to time in its sole and absolute discretion, determine.

         18.      EFFECTIVE DATE AND DURATION OF THE PLAN

                  The Plan shall  become  effective  and shall be deemed to have
been  adopted  as of April 24,  1999.  Unless  the Plan  shall  have  terminated
earlier,  the Plan shall  terminate  on December  31,  2009.  No Option shall be
granted pursuant to the Plan after December 31, 2009.



<PAGE>








                         RSA HOLDINGS CORP. OF DELAWARE
                          ----------------------------

                      Non-Qualified Stock Option Agreement

                             Option Certificate: No.

                          ----------------------------



Specific Terms of the Option
----------------------------

                  Subject to the terms and conditions  hereinafter set forth and
the terms and  conditions  of the RSA  Holdings  Corp.  of  Delaware  1999 Stock
Incentive  Plan (the  "Plan"),  RSA  Holdings  Corp.  of  Delaware,  a  Delaware
corporation  (the  "Company"),  hereby grants the  following  option to purchase
shares of the  Common  Stock,  par value $.01 per share  (the  "Stock"),  of the
Company:

1.       Name of Person to Whom the Option Is Granted (the
         "Optionee"):_________________________________.

2.       Date of Grant of Option:  April 24, 1999.

3.       An Option for                 (   ) Shares of the Stock.
                       ---------------  ---

4.       Option Exercise Price (per Share): $90.00.

5.       Term of Option:   Subject to Section 9 below, this Option expires
                           at 5:00 p.m. Eastern Standard time on April 23, 2009.



<PAGE>


                                                                              2



6.   Exercise  Schedule:  Subject to the  provisions  of  Section 9 below,
                          this Option  shall vest and  become  exercisable
                          with  respect to the number of shares of Stock
                          and upon the attainment of certain  performance
                          goals on or prior to the end of certain  performance
                          periods,  as shown on  Schedule I attached hereto
                          and incorporated herein.



RSA HOLDINGS CORP. OF DELAWARE      [Name of Optionee]


By:
   ---------------------------
Title:                              (Signature of Optionee)
      ------------------------


                                    Date:

                                    Optionee's Address:






<PAGE>



OTHER TERMS OF THE OPTION
-------------------------

                  WHEREAS,  the Board of Directors  (the "Board") has authorized
the grant of stock  options upon certain terms and  conditions  set forth in the
Plan and herein; and

                  WHEREAS,  the  Compensation  Committee (the  "Committee")  has
authorized  the grant of this stock option  pursuant and subject to the terms of
the  Plan,  a copy  of  which  is  available  from  the  Company  and is  hereby
incorporated herein;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants and agreements herein contained,  the Company and the Optionee,
intending to be legally bound, covenant and agree as set forth on the first page
hereof and as follows:

         7. Grant.  Pursuant  and subject to the Plan,  the Company  does hereby
grant to the Optionee a stock option (the "Option") to purchase from the Company
the number of shares of Stock set forth in  Section 3 on the first  page  hereof
upon the terms  and  conditions  set  forth in the Plan and upon the  additional
terms and conditions  contained  herein.  This Option is a  non-qualified  stock
option and is not intended to qualify for special  federal  income tax treatment
as an "incentive  stock option"  pursuant to Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

         8.  Option Price. This Option may be exercised at the option price per
share of Stock set forth in Section 4 on the first page hereof, subject to
adjustment as provided herein and in the Plan.



<PAGE>


                                                                              5

         9. Term and  Exercisability of Option.  This Option shall expire on the
earliest  of (a) the date  determined  pursuant  to  Section 5 on the first page
hereof,  (b) the date determined  pursuant to Section 8 of the Plan, and (c) the
date  determined  pursuant to this Section 9, and shall be exercisable  prior to
such  expiration in accordance  with and subject to the terms and conditions set
forth  herein  and in the Plan  (including  but not  limited to Section 9 of the
Plan) and those  terms and  conditions,  if any,  set forth in  Section 6 on the
first page hereof. If the Optionee's  employment or involvement with the Company
is  terminated  for  Cause  (as  defined  below)  or  the  Optionee  voluntarily
terminates his or her employment or  involvement  with the Company  without Good
Reason (as defined  below),  the Option  hereby  granted to the  Optionee  shall
terminate on the date of such  termination of employment or involvement.  If the
Optionee is  terminated by the Company  without  Cause or terminates  his or her
employment  or  involvement  with the Company for Good Reason,  the Option shall
terminate on the date of such  termination  of  employment or  involvement  with
respect to the unvested portion thereof,  and with respect to the vested portion
of the  Option,  on the day which is three  months  after  such  termination  of
employment or  involvement.  If the Optionee is terminated by the Company due to
death or permanent  disability  (as  determined  under the  Company's  long-term
disability plan) of the Optionee, the Option shall terminate with respect to any
unvested  portion  thereof  on the date of such  termination  of  employment  or
involvement,  and with respect to the vested portion of the Option, on the 181st
day after the date of such  termination  of  employment or  involvement.  If the
Optionee  dies before  this  Option has been  exercised  in full,  the  personal
representative of the Optionee may exercise this Option prior to its expiration.

         For purposes of this Section 9:

                  "Cause"  shall mean (i) conduct  involving  dishonesty  in the
                  performance  of the  Optionee's  duties,(ii) an act or acts on
                  the  Optionee's  part  constituting a felony under the laws of
                  the  United  States  or any  state  thereof  (iii)  Optionee's
                  continued failure, whether willful,  intentional or negligent,
                  after  written  notice to  perform  substantially  his  duties
                  hereunder  (other than as a result of a disability),  (iv) any
                  other  willful  act or omission  on  Optionee's  part which is
                  materially  injurious to the  financial  condition or business
                  reputation  of the Company or any of its  subsidiaries  or (v)
                  violation of an employment agreement by the Optionee; and

                  "Good Reason" shall mean (i) any significant  reduction by the
                  Company  of the  Optionee's  duties or  responsibilities,(ii)a
                  reduction in the Optionee's  base salary;  provided,  however,
                  that  in  order  for  the  Optionee  to  terminate  his or her
                  employment  or  involvement  with the Company for Good Reason,
                  the Optionee must give the Company written notice of the event
                  constituting  Good Reason within 30 days following such event,
                  and the Company must not remedy the Good Reason within 30 days
                  of its receipt of the Optionee's  notice or (iii) violation of
                  an employment agreement by the Company.



<PAGE>


         10. Method of Exercise. To the extent that the right to purchase shares
of Stock has accrued  hereunder,  this Option may be exercised from time to time
by written notice to the Company  substantially  in the form attached  hereto as
Exhibit A,  stating  the number of shares  with  respect to which this Option is
being exercised,  and accompanied by payment in full of the option price for the
number of shares to be delivered,  by means of payment acceptable to the Company
in accordance with Section 10 of the Plan. Subject to the Plan and to Section 13
hereof,  as soon as  practicable  after its receipt of such notice,  the Company
shall,  without  transfer or issue tax to the Optionee (or other person entitled
to exercise this Option),  deliver to the Optionee (or other person  entitled to
receive the shares of the Stock  issuable upon exercise of this Option),  at the
principal  executive  offices of the  Company  or such  other  place as shall be
mutually  acceptable,  a  certificate  or  certificates  for such  shares out of
theretofore  authorized but unissued shares or reacquired shares of its Stock as
the Company may elect; provided,  however, that the time of such delivery may be
postponed  by the  Company  for  such  period  as may be  required  for it  with
reasonable diligence to comply with any applicable  requirements of law. Payment
of the option price may be made in cash or cash  equivalents in accordance  with
the terms and  conditions  of Section 10 of the Plan.  If the Optionee (or other
person entitled to exercise this Option) fails to pay for and accept delivery of
all of the shares specified in such notice upon tender of delivery thereof,  his
or her right to exercise  this  Option with  respect to such shares not paid for
may be terminated by the Company.

     11.  Forfeiture;  Restrictions  on Exercise.  This Option may be subject to
forfeiture  upon the  occurrence of the events  specified in Section 9 hereof or
restrictions on exercise upon the occurrence of events specified in Section 9 of
the Plan.

     12.  Nonassignability of Option Rights. This Option shall not be assignable
or  transferable  by the  Optionee  except by willor by the laws of descent  and
distribution.  During the life of the Optionee, this Option shall be exercisable
only by him or her.

         13.  Compliance with Securities Act. The Company shall not be obligated
to sell or  issue  any  shares  of Stock or  other  securities  pursuant  to the
exercise  of this  Option  unless the shares of Stock or other  securities  with
respect to which this  Option is being  exercised  are at that time  effectively
registered  or exempt from  registration  under the  Securities  Act of 1933, as
amended,  and  applicable  state  securities  laws. In the event shares or other
securities shall be issued which shall not be so registered, the Optionee hereby
represents, warrants and agrees that he or she will receive such shares or other
securities for  investment and not with a view to their resale or  distribution,
and will execute an appropriate  investment  letter  satisfactory to the Company
and its counsel as a condition precedent to any exercise of this Option in whole
or in part.

         14.  Legends.   The  Optionee  hereby   acknowledges   that  the  stock
certificate or certificates  evidencing  shares of the Stock or other securities
issued  pursuant to any exercise of this Option will bear a legend setting forth
the  restrictions on their  transferability  described in Section 13 hereof,  in
Section 12 of the Plan, and under any applicable agreements between the Optionee
and the Company or any of its stockholders.



<PAGE>


         15.  Rights as  Stockholder.  The  Optionee  shall  have no rights as a
stockholder with respect to any shares of the Stock or other securities  covered
by this Option  until the date of issuance  of a  certificate  to him or her for
such shares or other  securities.  No adjustment  shall be made for dividends or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate is issued.

         16. Certain Agreements. The Optionee hereby agrees to and joins in as a
"Management  Holder",  and  agrees to be bound as a  "Management  Holder" by the
terms and conditions of, the Stockholders Agreement, dated as of April 23, 1999,
among the Company and the other  persons  named  therein.  The  Optionee  hereby
further acknowledges and agrees that the Option and the shares of Stock issuable
upon exercise of the Option are and shall be subject to the terms and provisions
of said Stockholders Agreement, as the same may be amended or modified from time
to time in accordance with its terms.

         17.  Withholding  Taxes. The Optionee hereby agrees,  as a condition to
any exercise of this Option,  to provide to the Company an amount  sufficient to
satisfy  its  obligation  to  withhold  certain  federal,  state and local taxes
arising by reason of such exercise (the  "Withholding  Amount") by remitting the
Withholding Amount to the Company in cash; provided, however, that to the extent
that the Withholding  Amount is not provided by such method,  the Company in its
sole and absolute discretion may refuse to issue such shares of Stock.

         18.  Termination  or Amendment  of Plan.  The Board may in its sole and
absolute  discretion at any time  terminate or from time to time modify or amend
the Plan, but no such  termination or amendment will adversely affect rights and
obligations under this Option without the consent of the Optionee.

     19.  Effect  Upon  Employment.  Nothing in this Option or the Plan shall be
construed to impose any  obligation  upon the Company to employ or retain in its
employ, or continue its involvement with, the Optionee.


         20. General Provisions.
             ------------------

                  (a) Amendment;  Waivers.  This Agreement,  including the Plan,
contains the full and complete understanding and agreement of the parties hereto
as to the subject matter hereof and may not be modified or amended,  nor may any
provision hereof be waived, except by a further written agreement duly signed by
each of the parties. The waiver by either of the parties hereto of any provision
hereof in any  instance  shall not  operate  as a waiver of any other  provision
hereof or in any other instance.



<PAGE>


                  (b) Binding Effect.  This Agreement shall inure to the benefit
of and be binding upon the parties hereto and, to the extent provided herein and
in the Plan, their respective heirs, executors, administrators, representatives,
successors and assigns.

                  (c)  Construction.  This  Agreement  is  to  be  construed  in
accordance with the terms of the Plan. In case of any conflict  between the Plan
and this Agreement,  the Plan shall control.  The titles of the sections of this
Agreement  and of the Plan are  included for  convenience  only and shall not be
construed as modifying or affecting their provisions. The masculine gender shall
include  both sexes;  the singular  shall  include the plural and the plural the
singular unless the context otherwise requires.

                  (d)  Governing  Law. This  Agreement  shall be governed by and
construed  and enforced in  accordance  with the  applicable  laws of the United
State of  America  and the law (other  than the law  governing  conflict  of law
questions)  of the State of Delaware  except to the extent the laws of any other
jurisdiction are mandatorily applicable.

                  (e)  Notices.  Any notice in  connection  with this  Agreement
shall be deemed to have  been  properly  delivered  if it is in  writing  and is
delivered  in hand or sent by  registered  or  certified  mail,  return  receipt
requested,  to the party  addressed as follows,  unless another address has been
substituted by notice so given:

         To the Optionee:  To his or her address as
                           listed on the books of the Company.

         To the Company:   RSA Holdings Corp. of Delaware
                           c/o American Safety Razor Company
                           240 Cedar Knolls Road
                           Cedar Knolls, NJ 07297
                           Attention: Lawrence Friedman, Esq.

         Copy to:          Alvin H. Brown
                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, NY 10017


<PAGE>



                         RSA HOLDINGS CORP. OF DELAWARE

                                   SCHEDULE I

                             Option Vesting Schedule
                             -----------------------



         Subject to the provisions of Section 9 of the Option Agreement to which
this Option Vesting Schedule is attached:

         A.   For purposes hereof:

                  (1) "EBITDA"  means  consolidated  earnings of the Company and
         its subsidiaries,  exclusive of passive pension income except for 1999,
         before  interest,   taxes,  depreciation  and  amortization  and  after
         deduction of all operating expenses, subject to adjustment by the Board
         for  extraordinary  and  non-recurring  items,  all  as  calculated  in
         accordance with generally accepted accounting  principles  consistently
         applied,  and as reflected in the  Company's  most  recently  available
         audited consolidated financial statements for the immediately preceding
         fiscal year and certified by an officer of the Company.

                  (2) "Shares"  means the number of shares of Stock set forth in
         Section 3 of the Option Agreement to which this Option Vesting Schedule
         is attached.

                 (3) "Target  Period" means one of the fiscal years of the
         Company set forth in Table A hereinbelow.

         B. If the  Company's  EBITDA in any Target  Period is equal to the Base
Target  EBITDA for such  period,  the Option will vest and be  exercisable  with
respect to 10% of the Shares.  If the  Company's  EBITDA in any Target Period is
equal to or greater  than the  Optimistic  Target  EBITDA for such  period,  the
Option will vest and be  exercisable  with respect to 20% of the Shares.  If the
Company's  EBITDA  for any  Target  Period is  between  the Base  Target and the
Optimistic  Target  EBITDA,  then the  percentage  of the Shares with respect to
which  the  Option  shall  vest  shall  be  determined  according  to  a  linear
extrapolation  such that at the Base Target  EBITDA the Option will vest for 10%
of the Shares and at the  Optimistic  Target EBITDA the Option will vest for 20%
of the Shares.



<PAGE>


                                                                              3

         C.  Notwithstanding the foregoing,  (1) if (a) the Company's EBITDA for
the 2003 Target  Period is equal to or greater  than the Base Target  EBITDA for
such period, and (b) the Company's cumulative EBITDA for all five Target Periods
is equal to the cumulative  Base Target EBITDA for such five-year  period,  then
the Option shall vest and be  exercisable  with respect 50% of the Shares(to the
extent not  theretofore  vested in accordance  with this Schedule I); (2) if (a)
the Company's  EBITDA for the 2003 Target Period is equal to or greater than the
Base Target EBITDA for such period, and (b) the Company's  cumulative EBITDA for
all five Target  Periods is equal to or greater than the  cumulative  Optimistic
Target  EBITDA,  then the Option shall vest and be  exercisable  with respect to
100% of the Shares (to the extent not theretofore vested in accordance with this
Schedule I); and (3) if (a) the  Company's  EBITDA for the 2003 Target Period is
equal to or greater  than the base Target  EBITDA for such  period,  and (b) the
Company's  cumulative  EBITDA  for  all  five  Target  Periods  is  between  the
cumulative  Base Target EBITDA and the cumulative  Optimistic  Target,  then the
percentage  of the Shares with  respect to which the Option  shall vest shall be
determined  according to a linear extrapolation such that at the cumulative Base
Target  EBITDA the Option will vest for 50% of the Shares and at the  cumulative
Optimistic  Target  EBITDA the  option  will vest for 100% of the Shares (to the
extent not theretofore vested in accordance with this with Schedule I).

         D.  Notwithstanding  the  foregoing,  if there  shall occur a Change of
Control  (as  defined in the Plan)  prior to the end of Fiscal  Year 5, then the
Option shall vest and be exercisable, effective immediately prior to such Change
in Control,  with respect to a percentage  of the Shares  reserved (but for this
paragraph)  for vesting in any Target Period ending after the occurrence of such
Change in Control equal to the quotient  (expressed as a percentage)  of (1) the
number of Shares with respect to which the Option shall have theretofore vested,
divided by (2) the  maximum  number of Shares  with  respect to which the Option
would have  theretofore  vested had the Company's  EBITDA for each Target Period
ending  prior to the  occurrence  of such  Change in  Control  been  equal to or
greater  than the  Optimistic  Target  EBITDA for the each such  Target  Period;
provided,  however,  that such percentage  determined pursuant to this paragraph
shall be rounded down to the nearest tenth of a percent.


<PAGE>




         E.  Notwithstanding  the  foregoing,  provided that (1) Optionee  shall
continue  to  be an  employee,  director  or  consultant  of  the  Company  or a
subsidiary,  and (2) the Company shall not have (a) merged or consolidated  with
another corporation or other entity, whether or not the Company is the surviving
entity, or (b) liquidated or sold or otherwise  disposed of all or substantially
all of its assets to another entity,  or (c) been subject to a Change in Control
(as defined in the Plan),  the unvested  portion of the Option shall vest and be
exercisable,  effective immediately nine (9) years from the date of the grant of
such Option.


         F. Upon the  Company's  making an  acquisition  or  disposition  of any
material  business or line of business,  the EBITDA  Targets set forth above for
Target Periods ending after the date of such transaction will be adjusted by the
Board of  Directors  of the  Company to take into  account the changes in EBITDA
expected as a result of such transaction.


<PAGE>




                                                                   EXHIBIT A to
                                                         Stock Option Agreement


                       [FORM FOR EXERCISE OF STOCK OPTION]




RSA Holdings Corp. of Delaware
[Address as specified in Section 21(e)
of the Option Agreement]


         RE: Exercise of Option under the RSA Holdings Corp. of
         Delaware 1999 Stock Incentive Plan
         ----------------------------------

Gentlemen:

     Please take notice that the undersigned hereby elects to exercise the stock
option  granted  to___________  on ________ , by and to the extent of purchasing
________  shares of,  Common  Stock,  par value $.01 per share,  of RSA Holdings
Corp. of Delaware (the  "Company") for the option price of $_________ per share,
subject  to the  terms and  conditions  of the Stock  Option  Agreement  between
___________ and the Company dated as of ____________ , (the "Option Agreement").

                  The undersigned  encloses herewith payment, in cash or in such
other  property as is permitted  under the Plan, of the purchase  price for said
shares.  The  undersigned  hereby  agrees  to  provide  the  Company  an  amount
sufficient to satisfy the  obligation of the Company to withhold  certain taxes,
as provided in Section 17 of the Option Agreement.

                  The undersigned hereby  specifically  confirms to RSA Holdings
Corp. of Delaware that he or she is acquiring said shares for investment and not
with a view to their sale or  distribution,  and that said shares  shall be held
subject to all of the terms and conditions of said Stock Option Agreement.

                                    Very truly yours,



Date
     -------------------------
                                    (Signed by ___________________
                                     or other party duly exercising option)



<PAGE>


                                                                             3






                         RSA HOLDINGS CORP. OF DELAWARE
                          ----------------------------

                      Non-Qualified Stock Option Agreement

                             Option Certificate: No.

                         ----------------------------



Specific Terms of the Option
----------------------------

                  Subject to the terms and conditions  hereinafter set forth and
the terms and  conditions  of the RSA  Holdings  Corp.  of  Delaware  1999 Stock
Incentive  Plan (the  "Plan"),  RSA  Holdings  Corp.  of  Delaware,  a  Delaware
corporation  (the  "Company"),  hereby grants the  following  option to purchase
shares of the  Common  Stock,  par value $.01 per share  (the  "Stock"),  of the
Company:

1.       Name of Person to Whom the Option Is Granted (the
         "Optionee"):_________________________________.

2.       Date of Grant of Option:  January 1, 2000.

3.       An Option for                 (   ) Shares of the Stock.
                       ---------------  ---

4.       Option Exercise Price (per Share): $90.00.

5.       Term of Option:   Subject to Section 9 below, this Option expires at
                           5:00 p.m. Eastern Standard time on December 31, 2009.



<PAGE>


6.   Exercise  Schedule:  Subject to the  provisions  of  Section 9 below,  this
     Option  shall vest and  become  exercisable  with  respect to the number of
     shares of the Stock and upon the attainment of certain performance goals on
     or prior to the end of certain performance  periods, as shown on Schedule I
     attached hereto and incorporated herein.



RSA HOLDINGS CORP. OF DELAWARE      [Name of Optionee]


By:
   ---------------------------
Title:                              (Signature of Optionee)
      ------------------------


                                     Date:

                                     Optionee's Address:






<PAGE>



OTHER TERMS OF THE OPTION
-------------------------

                  WHEREAS,  the Board of Directors  (the "Board") has authorized
the grant of stock  options upon certain terms and  conditions  set forth in the
Plan and herein; and

                  WHEREAS,  the  Compensation  Committee (the  "Committee")  has
authorized  the grant of this stock option  pursuant and subject to the terms of
the  Plan,  a copy  of  which  is  available  from  the  Company  and is  hereby
incorporated herein;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants and agreements herein contained,  the Company and the Optionee,
intending to be legally bound, covenant and agree as set forth on the first page
hereof and as follows:

         7 Grant.  Pursuant  and subject to the Plan,  the  Company  does hereby
grant to the Optionee a stock option (the "Option") to purchase from the Company
the number of shares of Stock set forth in  Section 3 on the first  page  hereof
upon the terms  and  conditions  set  forth in the Plan and upon the  additional
terms and conditions  contained  herein.  This Option is a  non-qualified  stock
option and is not intended to qualify for special  federal  income tax treatment
as an "incentive  stock option"  pursuant to Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

         8 Option  Price.  This Option may be  exercised at the option price per
share of Stock set  forth in  Section 4 on the first  page  hereof,  subject  to
adjustment as provided herein and in the Plan.



<PAGE>


                                                                              5

         9 Term and  Exercisability  of Option.  This Option shall expire on the
earliest  of (a) the date  determined  pursuant  to  Section 5 on the first page
hereof,  (b) the date determined  pursuant to Section 8 of the Plan, and (c) the
date  determined  pursuant to this Section 9, and shall be exercisable  prior to
such  expiration in accordance  with and subject to the terms and conditions set
forth  herein  and in the Plan  (including  but not  limited to Section 9 of the
Plan) and those  terms and  conditions,  if any,  set forth in  Section 6 on the
first page hereof. If the Optionee's  employment or involvement with the Company
is  terminated  for  Cause  (as  defined  below)  or  the  Optionee  voluntarily
terminates his or her employment or  involvement  with the Company  without Good
Reason (as defined  below),  the Option  hereby  granted to the  Optionee  shall
terminate on the date of such  termination of employment or involvement.  If the
Optionee is  terminated by the Company  without  Cause or terminates  his or her
employment  or  involvement  with the Company for Good Reason,  the Option shall
terminate on the date of such  termination  of  employment or  involvement  with
respect to the unvested portion thereof,  and with respect to the vested portion
of the  Option,  on the day which is three  months  after  such  termination  of
employment or  involvement.  If the Optionee is terminated by the Company due to
death or permanent  disability  (as  determined  under the  Company's  long-term
disability plan) of the Optionee, the Option shall terminate with respect to any
unvested  portion  thereof  on the date of such  termination  of  employment  or
involvement,  and with respect to the vested portion of the Option, on the 181st
day after the date of such  termination  of  employment or  involvement.  If the
Optionee  dies before  this  Option has been  exercised  in full,  the  personal
representative of the Optionee may exercise this Option prior to its expiration.

         For purposes of this Section 9:

                  "Cause"  shall mean (i) conduct  involving  dishonesty  in the
                  performance  of the  Optionee's  duties,(ii) an act or acts on
                  the  Optionee's  part  constituting a felony under the laws of
                  the  United  States  or any  state  thereof  (iii)  Optionee's
                  continued failure, whether willful,  intentional or negligent,
                  after  written  notice to  perform  substantially  his  duties
                  hereunder  (other than as a result of a disability),  (iv) any
                  other  willful  act or omission  on  Optionee's  part which is
                  materially  injurious to the  financial  condition or business
                  reputation  of the Company or any of its  subsidiaries  or (v)
                  violation of an employment agreement by the Optionee; and

                  "Good Reason" shall mean (i) any significant  reduction by the
                  Company  of the  Optionee's  duties or  responsibilities,(ii)a
                  reduction in the Optionee's  base salary;  provided,  however,
                  that  in  order  for  the  Optionee  to  terminate  his or her
                  employment  or  involvement  with the Company for Good Reason,
                  the Optionee must give the Company written notice of the event
                  constituting  Good Reason within 30 days following such event,
                  and the Company must not remedy the Good Reason within 30 days
                  of its receipt of the Optionee's  notice or (iii) violation of
                  an employment agreement by the Company.



<PAGE>


         10 Method of Exercise.  To the extent that the right to purchase shares
of Stock has accrued  hereunder,  this Option may be exercised from time to time
by written notice to the Company  substantially  in the form attached  hereto as
Exhibit A,  stating  the number of shares  with  respect to which this Option is
being exercised,  and accompanied by payment in full of the option price for the
number of shares to be delivered,  by means of payment acceptable to the Company
in accordance with Section 10 of the Plan. Subject to the Plan and to Section 13
hereof,  as soon as  practicable  after its receipt of such notice,  the Company
shall,  without  transfer or issue tax to the Optionee (or other person entitled
to exercise this Option),  deliver to the Optionee (or other person  entitled to
receive the shares of the Stock  issuable upon exercise of this Option),  at the
principal  executive  offices of the  Company  or such  other  place as shall be
mutually  acceptable,  a  certificate  or  certificates  for such  shares out of
theretofore  authorized but unissued shares or reacquired shares of its Stock as
the Company may elect; provided,  however, that the time of such delivery may be
postponed  by the  Company  for  such  period  as may be  required  for it  with
reasonable diligence to comply with any applicable  requirements of law. Payment
of the option price may be made in cash or cash  equivalents in accordance  with
the terms and  conditions  of Section 10 of the Plan.  If the Optionee (or other
person entitled to exercise this Option) fails to pay for and accept delivery of
all of the shares specified in such notice upon tender of delivery thereof,  his
or her right to exercise  this  Option with  respect to such shares not paid for
may be terminated by the Company.

         11 Forfeiture;  Restrictions on Exercise. This Option may be subject to
forfeiture  upon the  occurrence of the events  specified in Section 9 hereof or
restrictions on exercise upon the occurrence of events specified in Section 9 of
the Plan.

         12  Nonassignability  of  Option  Rights.  This  Option  shall  not  be
assignable  or  transferable  by the  Optionee  except by will or by the laws of
descent and distribution.  During the life of the Optionee, this Option shall be
exercisable only by him or her.

         13 Compliance  with  Securities Act. The Company shall not be obligated
to sell or  issue  any  shares  of Stock or  other  securities  pursuant  to the
exercise  of this  Option  unless the shares of Stock or other  securities  with
respect to which this  Option is being  exercised  are at that time  effectively
registered  or exempt from  registration  under the  Securities  Act of 1933, as
amended,  and  applicable  state  securities  laws. In the event shares or other
securities shall be issued which shall not be so registered, the Optionee hereby
represents, warrants and agrees that he or she will receive such shares or other
securities for  investment and not with a view to their resale or  distribution,
and will execute an appropriate  investment  letter  satisfactory to the Company
and its counsel as a condition precedent to any exercise of this Option in whole
or in part.


<PAGE>


         14 Legends. The Optionee hereby acknowledges that the stock certificate
or  certificates  evidencing  shares  of the  Stock or other  securities  issued
pursuant to any  exercise of this  Option will bear a legend  setting  forth the
restrictions on their transferability described in Section 13 hereof, in Section
12 of the Plan, and under any applicable agreements between the Optionee and the
Company or any of its stockholders.

         15  Rights  as  Stockholder.  The  Optionee  shall  have no rights as a
stockholder with respect to any shares of the Stock or other securities  covered
by this Option  until the date of issuance  of a  certificate  to him or her for
such shares or other  securities.  No adjustment  shall be made for dividends or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate is issued.

         16 Certain Agreements.  The Optionee hereby agrees to and joins in as a
"Management  Holder",  and  agrees to be bound as a  "Management  Holder" by the
terms and conditions of, the Stockholders Agreement, dated as of April 23, 1999,
among the Company and the other  persons  named  therein.  The  Optionee  hereby
further acknowledges and agrees that the Option and the shares of Stock issuable
upon exercise of the Option are and shall be subject to the terms and provisions
of said Stockholders Agreement, as the same may be amended or modified from time
to time in accordance with its terms.

         17 Withholding Taxes. The Optionee hereby agrees, as a condition to any
exercise  of this  Option,  to provide to the  Company an amount  sufficient  to
satisfy  its  obligation  to  withhold  certain  federal,  state and local taxes
arising by reason of such exercise (the  "Withholding  Amount") by remitting the
Withholding Amount to the Company in cash; provided, however, that to the extent
that the Withholding  Amount is not provided by such method,  the Company in its
sole and absolute discretion may refuse to issue such shares of Stock.

         18  Termination  or  Amendment  of Plan.  The Board may in its sole and
absolute  discretion at any time  terminate or from time to time modify or amend
the Plan, but no such  termination or amendment will adversely affect rights and
obligations under this Option without the consent of the Optionee.

         19 Effect  Upon  Employment.  Nothing  in this  Option or the Plan
shall be construed to impose any obligation  upon the Company to employ or
retain in its employ, or continue its involvement with, the Optionee.




<PAGE>


         20  General Provisions.
             ------------------

                  (a) Amendment;  Waivers.  This Agreement,  including the Plan,
contains the full and complete understanding and agreement of the parties hereto
as to the subject matter hereof and may not be modified or amended,  nor may any
provision hereof be waived, except by a further written agreement duly signed by
each of the parties. The waiver by either of the parties hereto of any provision
hereof in any  instance  shall not  operate  as a waiver of any other  provision
hereof or in any other instance.

                  (b) Binding Effect.  This Agreement shall inure to the benefit
of and be binding upon the parties hereto and, to the extent provided herein and
in the Plan, their respective heirs, executors, administrators, representatives,
successors and assigns.

                  (c)  Construction.  This  Agreement  is  to  be  construed  in
accordance with the terms of the Plan. In case of any conflict  between the Plan
and this Agreement,  the Plan shall control.  The titles of the sections of this
Agreement  and of the Plan are  included for  convenience  only and shall not be
construed as modifying or affecting their provisions. The masculine gender shall
include  both sexes;  the singular  shall  include the plural and the plural the
singular unless the context otherwise requires.

                  (d)  Governing  Law. This  Agreement  shall be governed by and
construed  and enforced in  accordance  with the  applicable  laws of the United
State of  America  and the law (other  than the law  governing  conflict  of law
questions)  of the State of Delaware  except to the extent the laws of any other
jurisdiction are mandatorily applicable.

                  (e)  Notices.  Any notice in  connection  with this  Agreement
shall be deemed to have  been  properly  delivered  if it is in  writing  and is
delivered  in hand or sent by  registered  or  certified  mail,  return  receipt
requested,  to the party  addressed as follows,  unless another address has been
substituted by notice so given:

         To the Optionee:  To his or her address as
                           listed on the books of the Company.

         To the Company:   RSA Holdings Corp. of Delaware
                           c/o American Safety Razor Company
                           240 Cedar Knolls Road
                           Cedar Knolls, NJ 07297
                           Attention: Lawrence Friedman, Esq.

         Copy to:          Alvin H. Brown
                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, NY 10017


<PAGE>



                         RSA HOLDINGS CORP. OF DELAWARE

                                   SCHEDULE I

                             Option Vesting Schedule
                             -----------------------



         Subject to the provisions of Section 9 of the Option Agreement to which
this Option Vesting Schedule is attached:

         A.   For purposes hereof:

                  (1) "EBITDA"  means  consolidated  earnings of the Company and
         its subsidiaries, exclusive of passive pension income, before interest,
         taxes,  depreciation  and  amortization  and  after  deduction  of  all
         operating   expenses,   subject   to   adjustment   by  the  Board  for
         extraordinary and non-recurring  items, all as calculated in accordance
         with generally accepted accounting principles consistently applied, and
         as  reflected  in  the  Company's  most  recently   available   audited
         consolidated  financial statements for the immediately preceding fiscal
         year and certified by an officer of the Company.

                  (2) "Shares"  means the number of shares of Stock set forth in
         Section 3 of the Option Agreement to which this Option Vesting Schedule
         is attached.

                  (3) "Target Period" means one of the fiscal years of the
         Company set forth in Table A hereinbelow.

         B. If the  Company's  EBITDA in any Target  Period is equal to the Base
Target  EBITDA for such  period,  the Option will vest and be  exercisable  with
respect to 10% of the Shares.  If the  Company's  EBITDA in any Target Period is
equal to or greater  than the  Optimistic  Target  EBITDA for such  period,  the
Option will vest and be  exercisable  with respect to 20% of the Shares.  If the
Company's  EBITDA  for any  Target  Period is  between  the Base  Target and the
Optimistic  Target  EBITDA,  then the  percentage  of the Shares with respect to
which  the  Option  shall  vest  shall  be  determined  according  to  a  linear
extrapolation  such that at the Base Target  EBITDA the Option will vest for 10%
of the Shares and at the  Optimistic  Target EBITDA the Option will vest for 20%
of the Shares.



<PAGE>


                                                                              3

         C.  Notwithstanding the foregoing,  (1) if (a) the Company's EBITDA for
the 2004 Target  Period is equal to or greater  than the Base Target  EBITDA for
such period, and (b) the Company's cumulative EBITDA for all five Target Periods
is equal to the cumulative  Base Target EBITDA for such five-year  period,  then
the Option shall vest and be  exercisable  with respect 50% of the Shares(to the
extent not  theretofore  vested in accordance  with this Schedule I); (2) if (a)
the Company's  EBITDA for the 2004 Target Period is equal to or greater than the
Base Target EBITDA for such period, and (b) the Company's  cumulative EBITDA for
all five Target  Periods is equal to or greater than the  cumulative  Optimistic
Target  EBITDA,  then the Option shall vest and be  exercisable  with respect to
100% of the Shares (to the extent not theretofore vested in accordance with this
Schedule I); and (3) if (a) the  Company's  EBITDA for the 2004 Target Period is
equal to or greater  than the base Target  EBITDA for such  period,  and (b) the
Company's  cumulative  EBITDA  for  all  five  Target  Periods  is  between  the
cumulative  Base Target EBITDA and the cumulative  Optimistic  Target,  then the
percentage  of the Shares with  respect to which the Option  shall vest shall be
determined  according to a linear extrapolation such that at the cumulative Base
Target  EBITDA the Option will vest for 50% of the Shares and at the  cumulative
Optimistic  Target  EBITDA the  option  will vest for 100% of the Shares (to the
extent not theretofore vested in accordance with this with Schedule I).

         D.  Notwithstanding  the  foregoing,  if there  shall occur a Change of
Control  (as  defined in the Plan)  prior to the end of Fiscal  Year 5, then the
Option shall vest and be exercisable, effective immediately prior to such Change
in Control,  with respect to a percentage  of the Shares  reserved (but for this
paragraph)  for vesting in any Target Period ending after the occurrence of such
Change in Control equal to the quotient  (expressed as a percentage)  of (1) the
number of Shares with respect to which the Option shall have theretofore vested,
divided by (2) the  maximum  number of Shares  with  respect to which the Option
would have  theretofore  vested had the Company's  EBITDA for each Target Period
ending  prior to the  occurrence  of such  Change in  Control  been  equal to or
greater  than the  Optimistic  Target  EBITDA for the each such  Target  Period;
provided,  however,  that such percentage  determined pursuant to this paragraph
shall be rounded down to the nearest tenth of a percent.


<PAGE>



         E.  Notwithstanding  the  foregoing,  provided that (1) Optionee  shall
continue  to  be an  employee,  director  or  consultant  of  the  Company  or a
subsidiary,  and (2) the Company shall not have (a) merged or consolidated  with
another corporation or other entity, whether or not the Company is the surviving
entity, or (b) liquidated or sold or otherwise  disposed of all or substantially
all of its assets to another entity,  or (c) been subject to a Change in Control
(as defined in the Plan),  the unvested  portion of the Option shall vest and be
exercisable,  effective immediately nine (9) years from the date of the grant of
such Option.


         F. Upon the  Company's  making an  acquisition  or  disposition  of any
material  business or line of business,  the EBITDA  Targets set forth above for
Target Periods ending after the date of such transaction will be adjusted by the
Board of  Directors  of the  Company to take into  account the changes in EBITDA
expected as a result of such transaction.


<PAGE>


                                                                 EXHIBIT A to
                                                        Stock Option Agreement


                       [FORM FOR EXERCISE OF STOCK OPTION]




RSA Holdings Corp. of Delaware
[Address as specified in Section 21(e)
of the Option Agreement]


         RE:      Exercise of Option under the RSA Holdings Corp. of
                  Delaware 1999 Stock Incentive Plan
                  ----------------------------------

Gentlemen:

     Please take notice that the undersigned hereby elects to exercise the stock
option  granted  to  _____________  on  _________  , by  and to  the  extent  of
purchasing  _____________  shares of, Common Stock, par value $.01 per share, of
RSA  Holdings  Corp.  of  Delaware  (the  "Company")  for the  option  price  of
$_________  per share,  subject to the terms and  conditions of the Stock Option
Agreement between ______________ and the Company dated as of ____________ , (the
"Option Agreement").

     The  undersigned  encloses  herewith  payment,  in cash  or in  such  other
property as is permitted  under the Plan, of the purchase price for said shares.
The  undersigned  hereby  agrees to provide the Company an amount  sufficient to
satisfy the obligation of the Company to withhold  certain taxes, as provided in
Section 17 of the Option Agreement.

     The  undersigned  hereby  specifically  confirms to RSA Holdings  Corp.  of
Delaware that he or she is acquiring  said shares for  investment and not with a
view to their sale or  distribution,  and that said shares shall be held subject
to all of the terms and conditions of said Stock Option Agreement.

                                     Very truly yours,



Date
     -------------------------
                                    (Signed by ___________________________
                                     or other party duly exercising option)