AMF BOWLING, INC.
                            1998 STOCK INCENTIVE PLAN



SECTION 1.        Purpose; Definitions


         The purpose of the Plan is to give the Company and its  Affiliates  (as
defined below) a competitive  advantage in attracting,  retaining and motivating
employees,  and to provide the Company  and its  subsidiaries  with a stock plan
providing  incentives  linked  to  the  financial  results  of the  Company  and
increases in shareholder value.

         For purposes of the Plan, the following  terms are defined as set forth
below:


         (a)     "Affiliate" of a Person means a Person  controlled by,
                  controlling or under common control with such Person.

         (b)      "Award"  means a Stock  Appreciation  Right,  Stock  Option or
                  Restricted Stock.

         (c)      "Award Agreement" means a Restricted Stock Agreement or Option
                  Agreement.  An Award Agreement may consist of provisions of an
                  employment agreement.

         (d)      "Board" means the Board of Directors of the Company.

         (e)      "Change in Control" shall mean (1) the acquisition by a Person
                  or a group (within the meaning of Section 13(d)(3) or 14(d)(2)
                  of the Exchange Act) of a majority of the  outstanding  voting
                  stock of the Company (but not  including  any  acquisition  by
                  GSCP  or  its  Affiliates),  or  (2)  the  sale  of  or  other
                  disposition  (other than by way of merger or consolidation) of
                  all or substantially  all of the assets of the Company and its
                  subsidiaries,  taken as a whole,  to any  Person  or group (as
                  defined above).  For all purposes of the Plan, the sale of one
                  of the  Company's  two  main  businesses  (i.e.,  (x)  bowling
                  products and related  activities  and (y) operation of bowling
                  centers) is not a Change of Control.

         (f)      "Code"  means the Internal  Revenue  Code of 1986,  as amended
                  from time to time, and any successor thereto.

         (g)      "Commission"  means the Securities and Exchange  Commission or
                  any successor agency.

         (h)      "Committee"  means the  Compensation  Committee  of the Board,
                  provided  that,  if any member of the  Compensation  Committee
                  does not or would not qualify as both an outside  director for
                  purposes  of  Section  162(m)  of the Code and a  non-employee
                  director for purposes of Rule 16b-3, the Board shall designate
                  the remaining  members of the Compensation  Committee (but not
                  less than two members) as a subcommittee  of the  Compensation
                  Committee to act as the Committee for purposes of the Plan.

         (i)      "Common Stock" means common stock,  par value $0.01 per share,
                  of the Company.

         (j)      "Company" means AMF Bowling, Inc., a Delaware corporation.

         (k)      "Disability"  means,  as  to  an  Incentive  Stock  Option,  a
                  disability within the meaning of Section 22(e)(3) of the Code.
                  As to all other Awards,  "Disability" shall mean permanent and
                  total disability as determined under procedures established by
                  the  Committee  for  purposes  of the Plan,  unless  otherwise
                  defined in an applicable  Restricted Stock Agreement or Option
                  Agreement.

         (l)      "Employment"  means, unless otherwise defined in an applicable
                  Restricted  Stock  Agreement or Option  Agreement,  employment
                  with the Company or any of its Affiliates.

         (m)      "Exchange Act" means the  Securities  Exchange Act of 1934, as
                  amended from time to time, and any successor thereto.

         (n)      "Fair Market Value" of the Common Stock means, as of any given
                  date,  the mean between the highest and lowest  reported sales
                  prices of the Common Stock on the New York Stock  Exchange or,
                  if  not  listed  on  such  exchange,  on  any  other  national
                  securities exchange on which the Common Stock is listed or, if
                  not so  listed,  on NASDAQ.  If such  sales  prices are not so
                  available,  the Fair Market Value of the Common Stock shall be
                  determined by the Committee in good faith.

         (o)      "GSCP" means, collectively,  GS Capital Partners II, L.P., The
                  Goldman  Sachs  Group  and  certain  other   partnerships  and
                  entities, as defined in the Stockholders Agreement.

         (p)      "Incentive Stock Option" means any Stock Option designated as,
                  and  qualified  as, an  "incentive  stock  option"  within the
                  meaning of Section 422 of the Code.

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         (q)      "Mature  Shares"  means  shares of Common  Stock for which the
                  holder thereof has good title, free and clear of all liens and
                  encumbrances  and which such holder either (1) has held for at
                  least six months, or (2) has purchased on the open market.

         (r)      "Nonqualified Stock Option" means any Stock Option that is not
                  an Incentive Stock Option.

         (s)      "Option  Agreement" means an agreement setting forth the terms
                  and   conditions   of  an  Award  of  Stock  Options  and,  if
                  applicable, Stock Appreciation Rights.

         (t)      "Participant"   means  any  employee  of  the  Company  or  an
                  Affiliate who receives an Award under the Plan.

         (u)      "Person" means an individual, corporation,  partnership, joint
                  venture, trust,  unincorporated  organization,  government (or
                  any department or agency thereof) or other entity.

         (v)      "Plan" means the AMF Bowling,  Inc. 1998 Stock Incentive Plan,
                  as set forth  herein and as  hereinafter  amended from time to
                  time.

         (w)      "Restricted Stock" means an award granted under Section 7.

         (x)      "Restricted  Stock Agreement" means an agreement setting forth
                  the terms and conditions of an Award of Restricted Stock.

         (y)      "Rule  16b-3"  means  Rule  16b-3,   as   promulgated  by  the
                  Commission  under  Section 16 of the Exchange  Act, as amended
                  from time to time.

         (z)      "Securities  Act" means the Securities Act of 1933, as amended
                  from time to time, and any successor thereto.

         (aa)     "Stock Appreciation Right" means a right granted under Section
                  6.

         (bb)     "Stock Option" means an option granted under Section 5.

         (cc)     "Stockholders  Agreement"  means the  Stockholders  Agreement,
                  dated as of April 30,  1996,  among the Company and certain of
                  its stockholders, as amended from time to time.

         (dd)     "Taxable  Year"  means  the  fiscal  year  period  used by the
                  Company for reporting taxes or income under the Code.

Certain other terms are defined elsewhere in this Plan.


SECTION 2.        Administration

         (a) The Plan  shall  be  administered  by the  Committee.  Among  other
things,  the  Committee  shall have the  authority,  subject to the terms of the
Plan, to:

                      (i)  select,  pursuant to Section 4, the employees to whom
                           Awards may from time to time be granted;

                      (ii) determine  whether and to what extent Incentive Stock
                           Options,    Nonqualified    Stock   Options,    Stock
                           Appreciation  Rights  and  Restricted  Stock  or  any
                           combination thereof are to be granted hereunder;

                      (iii)determine  the time or times  when an Award  shall be
                           granted,  and the number of shares of Common Stock to
                           be covered by each Award granted hereunder;

                      (iv) determine  the  terms  and  conditions  of any  Award
                           granted hereunder (including, but not limited to, the
                           option price, any vesting conditions, restrictions or
                           limitations  (which may be related to the performance
                           of  the  Participant,  the  Company  or  any  of  its
                           Affiliates))  and  any  acceleration  of  vesting  or
                           waiver  of  forfeiture  regarding  any  Award and the
                           shares of Common  Stock  relating  thereto,  based on
                           such factors as the Committee shall determine;

                      (v)  modify,  amend or adjust the terms and  conditions of
                           any Award, at any time or from time to time;

                      (vi) determine to what extent and under what circumstances
                           Common Stock and other  amounts  payable with respect
                           to an Award shall be deferred;

                      (vii)determine  under what  circumstances  an Award may be
                           settled in cash or Common Stock under Section 5(k);

                     (viii) adopt, alter and repeal such administrative  rules,
                           guidelines  and  practices  governing  the Plan as it
                           shall from time to time deem advisable;

<PAGE>

                      (ix) interpret  the terms and  provisions  of the Plan and
                           any Award  issued  under the Plan (and any  agreement
                           relating thereto);

                      (x)  determine any  additional  requirements,  conditions,
                           restrictions  or limitations  relating to Awards that
                           the Committee deems appropriate; and

                      (xi) otherwise supervise the administration of the Plan.

         (b)  The  Committee  may,  in its  discretion,  delegate  to the  Chief
Executive Officer of the Company the authorities  described in subparagraphs (i)
through (iv) of paragraph (a) above, except to the extent that such a delegation
would prevent compliance with Rule 16b-3, Section 162(m) or any other section of
the Code,  or other  applicable  law or  regulation.  Actions taken by the Chief
Executive Officer pursuant to such a delegation of authority shall be subject to
ratification by the Committee.

         (c) The  Committee  may act only by a majority of its  members  then in
office,  except that the members  thereof may authorize any one or more of their
number or any officer of the Company to execute and deliver  documents on behalf
of the Committee.  Any dispute or  disagreement  which may arise under,  or as a
result  of,  or in any  way  relate  to,  the  interpretation,  construction  or
application  of the  Plan or an  Award  (or  related  Award  Agreement)  granted
hereunder shall be determined by the Committee.  Any  determination  made by the
Committee  pursuant to the  provisions of the Plan with respect to the Plan, any
Award or Award  Agreement  shall be made in the sole discretion of the Committee
and, with respect to an Award,  at the time of the grant of the Award or, unless
in contravention  of any express term of the Plan, at any time  thereafter.  All
decisions  made by the  Committee  shall be final and  binding  on all  persons,
including the Company and the Participants.

SECTION 3.        Common Stock Subject to Plan

         (a) The total number of shares of Common Stock  reserved and  available
for grant under the Plan shall be two million (2,000,000).  Shares subject to an
Award under the Plan may be  authorized  and unissued  shares or may be treasury
shares.  Shares of Common Stock that have not been issued under the AMF Bowling,
Inc. 1996 Stock  Incentive Plan (the "1996 Plan"),  and shares which are subject
to  awards  under  the 1996 Plan that  expire  or  otherwise  terminate,  may be
allocated to Awards under this Plan. No more than two hundred thousand (200,000)
shares may be allocated to the Awards that are granted to any Participant during
any single Taxable Year.

         (b) If any shares of Restricted  Stock are  forfeited,  or if any Stock
Option (and  related  Stock  Appreciation  Right,  if any)  expires or otherwise
terminates  without  being  exercised,  or if any  Stock  Appreciation  Right is
exercised for cash,  the shares  subject to such Awards shall again be available
for distribution in connection with Awards under the Plan.

          (c)  In  the  event  of  any  merger,  reorganization,  consolidation,
recapitalization,  spinoff,  stock dividend,  stock split,  reverse stock split,
extraordinary  distribution  with respect to the Common Stock or other change in
corporate  structure affecting the Common Stock, the Committee or Board may make
such  substitution  or  adjustment  in the  aggregate  number and kind of shares
reserved for issuance under the Plan, in the number, kind and Exercise Price (as
defined in Section 5) of shares subject to  outstanding  Stock Options and Stock
Appreciation  Rights,  in the  number and kind of shares  subject to  Restricted
Stock Awards, and/or such other equitable  substitution or adjustments as it may
determine to be fair and appropriate in its sole discretion;  provided, however,
that the number of shares  subject to any Award shall always be a whole  number.
Any such  adjusted  Exercise  Price shall also be used to  determine  the amount
payable  by the  Company  upon the  exercise  of any  Stock  Appreciation  Right
associated  with any Stock Option.  Notwithstanding  anything in the Plan to the
contrary,  the Committee may take the foregoing  actions  without the consent of
any  Participant,  and the  Committee's  determination  shall be conclusive  and
binding on all persons for all purposes.

SECTION 4.        Eligibility

         Employees  of  the  Company  and  its   Affiliates  who  the  Committee
determines to have directly  affected,  or who are expected to directly  affect,
the management, growth and profitability of the Company and its Affiliates shall
be eligible to be granted  Awards under the Plan.  The Committee  shall have the
power and complete discretion to select eligible employees to receive Awards and
to determine  for each  eligible  employee the nature of the Award and the terms
and conditions of the Award,  unless delegated to the Chief Executive Officer of
the Company pursuant to Section 2(b).

<PAGE>

SECTION 5.        Stock Options

         (a) The  Committee  shall  have the  authority  to grant  any  eligible
employee  Incentive Stock Options,  Nonqualified  Stock Options or both types of
Stock Options (in each case with or without Stock Appreciation  Rights).  To the
extent that any Stock Option is not designated as an Incentive Stock Option,  or
even if so designated it does not qualify as an Incentive Stock Option, it shall
constitute a Nonqualified Stock Option.

         (b) Stock Options shall be evidenced by Option Agreements,  which shall
include such terms and  provisions as the  Committee may determine  from time to
time. An Option Agreement shall expressly  indicate whether it is intended to be
an agreement for an Incentive Stock Option or a Nonqualified  Stock Option.  The
grant of a Stock  Option  shall occur on the date the  Committee  by  resolution
selects an  employee  to receive  the grant of a Stock  Option,  determines  the
number of  shares  of Common  Stock to be  subject  to such  Stock  Option to be
granted to such  employee and  specifies  the terms and  provisions of the Stock
Option, or on such other date as the Committee may determine.  The Company shall
notify a  Participant  of any  grant of a Stock  Option,  and a  written  Option
Agreement   shall  be  duly  executed  and  delivered  by  the  Company  to  the
Participant. Such agreement shall become effective upon execution by the Company
and the Participant.

         (c)  Anything in the Plan to the contrary  notwithstanding,  no term of
the Plan relating to Incentive  Stock Options shall be  interpreted,  amended or
altered,  nor  shall  any  discretion  or  authority  granted  under the Plan be
exercised,  so as to  disqualify  the  Plan  under  Section  422 of the Code or,
without the consent of the  Participant  affected,  to disqualify  any Incentive
Stock Option under such Section 422 of the Code.

         (d)  Stock  Options  shall  be  subject  to  the  following  terms  and
conditions  and  shall  contain  such  additional  terms and  conditions  as the
Committee shall deem desirable:

                      (i)  Exercise  Price.  The price per share of Common Stock
                           purchasable  under a Stock Option shall be determined
                           by  the   Committee  and  set  forth  in  the  Option
                           Agreement (the "Exercise Price").  The Exercise Price
                           for Common Stock covered under a  Nonqualified  Stock
                           Option shall in no event be less than 90% of the Fair
                           Market  Value  of such  Common  Stock  on the date of
                           grant.  The Exercise  Price for Common Stock  covered
                           under an Incentive  Stock Option shall in no event be
                           less  than  100% of the  Fair  Market  Value  of such
                           Common  Stock on the  date of grant  (or 110% of Fair
                           Market  Value  in  the  case  of a  grant  to  a  10%
                           shareholder (as defined in Section 422 of the Code)).

                      (ii) Option  Term.  The term of each Stock Option shall be
                           fixed by the  Committee.  Absent  any such term being
                           fixed  by  the  Committee,   pursuant  to  an  Option
                           Agreement or otherwise, such term shall be ten years.
                           Notwithstanding  the  foregoing,   the  term  for  an
                           Incentive  Stock  Option  shall be no longer than ten
                           years (or five  years in the case of a grant to a 10%
                           shareholder (as defined in Section 422 of the Code)).

                      (iii)Exercisability.  Except as otherwise provided herein,
                           Stock  Options shall be  exercisable  at such time or
                           times and  subject  to such terms and  conditions  as
                           shall  be  determined  by  the   Committee.   If  the
                           Committee   provides   that  any   Stock   Option  is
                           exercisable only in  installments,  the Committee may
                           at  any  time   waive   such   installment   exercise
                           provisions,  in  whole  or in  part,  based  on  such
                           factors as the Committee may determine.  In addition,
                           the  Committee  may  at  any  time   accelerate   the
                           exercisability of any Stock Option.

                      (iv) Method of Exercise. Subject to the provisions of this
                           Section 5, vested Stock Options may be exercised,  in
                           whole or in part,  at any time during the option term
                           by giving  written  notice of exercise to the Company
                           specifying  the  number of  shares  of  Common  Stock
                           subject to the Stock Option to be purchased.

         (e) Notice of exercise of a vested Stock Option shall be accompanied by
payment in full of the  Exercise  Price by certified or bank check or such other
instrument  as the Company may accept.  If  authorized  under the  Participant's
Option Agreement or if otherwise  approved by the Committee,  payment in full or
in part may  also be made in the  form of  Mature  Shares  already  owned by the
Participant  of the same class as the Common  Stock  subject to the Stock Option
(based on the Fair Market Value of the Common Stock on the date the Stock Option
is  exercised).  In the case of an  Incentive  Stock  Option the right to make a
payment  in the form of  already  owned  Mature  Shares of the same class as the
Common Stock subject to the Stock Option may be authorized  only at the time the
Stock Option is granted.

         (f)  If  authorized  under  the  Participant's  Award  Agreement  or if
otherwise  approved by the Committee,  payment for any shares subject to a Stock
Option may also be made by (i) delivering a properly executed exercise notice to
the Company,  together with a copy of  irrevocable  instructions  to a broker to
deliver  promptly to the Company the amount of sale or loan  proceeds to pay the
Exercise  Price,  and  the  amount  of any  federal,  state,  local  or  foreign
withholding  taxes,  or (ii)  instructing  the Committee to withhold a number of
such  shares  having a Fair Market  Value on the date of  exercise  equal to

<PAGE>

the aggregate  Exercise  Price of such  Stock  Option.  The  Company  may enter
into agreements  for  coordinated  procedures  with  one or more  brokerage
firms to facilitate the method of exercise described in clause (i) above.

         (g) No shares of  Common  Stock  shall be  issued  until  full  payment
therefor  has been  made.  Except  as  otherwise  provided  in the  Stockholders
Agreement  or  the  applicable  Option  Agreement,  subject  to a  Participant's
compliance with Section 12(a) hereof, a Participant shall have all of the rights
of a stockholder of the Company holding the class or series of Common Stock that
is subject to such Stock Option (including, if applicable, the right to vote the
shares  and  the  right  to  receive  dividends  and  distributions),  when  the
Participant  has given  written  notice of  exercise,  has paid in full for such
shares and, if requested,  has given the representations  referred to in Section
12(c).

         (h) Stock Options shall not be transferable by Participants  other than
(i) by will or by the laws of descent and distribution, or (ii) in the case of a
Nonqualified Stock Option,  pursuant to a qualified domestic relations order (as
defined in the Employee Retirement Income Security Act of 1974, as amended). All
Stock Options shall be exercisable, subject to the terms of the Plan, during the
Participant's lifetime only by the Participant or by the legal representative of
the  Participant  or,  in  the  case  of  a  Nonqualified   Stock  Option,   the
Participant's  alternate payee pursuant to a qualified domestic relations order.
The term  "Participant"  includes  the  estate of the  Participant  or the legal
representative  of the Participant  named in the Option Agreement and any person
to whom a Stock  Option  is  transferred  by will  or the  laws of  descent  and
distribution or, in the case of a Nonqualified Stock Option, the alternate payee
under a qualified domestic relations order;  provided,  however, that references
herein  to  Employment  of a  Participant  or  termination  of  Employment  of a
Participant  shall  continue  to  refer  to the  Employment  or  termination  of
Employment of the applicable grantee of an Award hereunder.  Notwithstanding the
foregoing,  the Committee may in its discretion grant Nonqualified Stock Options
that are transferable by a Participant under  circumstances in addition to those
specified above.

         (i) Unless otherwise  specified in the Participant's  Option Agreement,
the Participant  shall, upon the  Participant's  death or when the Participant's
Employment is terminated for any reason:

                  (i)      forfeit all Stock  Options  that have not  previously
                           vested;

                  (ii)     have  three  months  to  exercise  the  Participant's
                           vested  Stock  Options that are vested on the date of
                           the  Participant's  termination of Employment if such
                           termination   is  for  any  reason   other  than  the
                           Participant's death; and

                  (iii)    have one year to exercise  the  Participant's  vested
                           Stock Options that are vested on the date of death if
                           the Participant's termination of Employment is due to
                           the Participant's death.

Any vested Stock Options not  exercised  within the  permissible  period of time
shall be forfeited by the Participant.

         (j) Notwithstanding any provisions of Section 5(i) to the contrary, the
exercise  provisions for Incentive Stock Options shall in all events not be more
liberal than the following provisions:

                  (i)      No Incentive  Stock Option may be exercised after the
                           first  to  occur  of (x) ten  years  from the date of
                           grant,  (y) three  months  following  the date of the
                           Participant's retirement or termination of Employment
                           for reasons other than  Disability  or death,  or (z)
                           one  year  following  the  date of the  Participant's
                           termination of Employment on account of Disability or
                           death.

                  (ii)     An Incentive  Stock  Option,  by its terms,  shall be
                           exercisable  in any calendar  year only to the extent
                           that the aggregate  Fair Market Value  (determined at
                           the date of grant) of the Common  Stock with  respect
                           to which  Incentive Stock Options are exercisable for
                           the first  time  during  the  calendar  year does not
                           exceed $100,000 (the "Limitation Amount").  Incentive
                           Stock  Options  granted  under the Plan and all other
                           plans  of the  Company  and its  Affiliates  shall be
                           aggregated  for purposes of  determining  whether the
                           Limitation  Amount has been  exceeded.  The Committee
                           may impose, at the time the Incentive Stock Option is
                           granted,  such  conditions  on  the  Incentive  Stock
                           Option as it deems  appropriate  to  ensure  that the
                           foregoing  requirement  is met.  If  Incentive  Stock
                           Options that first become  exercisable  in a calendar
                           year exceed the Limitation  Amount,  the excess Stock
                           Options will be treated as Nonstatutory Stock Options
                           to the extent permitted by law.

         (k) On receipt of written notice of exercise,  the Committee may in its
discretion  elect to cash out all or any  portion of the shares of Common  Stock
for which a Stock Option is being exercised by paying the Participant an amount,
in cash or Common  Stock,  equal to the excess of the Fair  Market  Value of one
share of Common  Stock  over the  Exercise  Price per share  times the number of
shares of Common  Stock for  which the Stock  Option is being  exercised  on the
effective date of such cashout.

<PAGE>

SECTION 6.        Stock Appreciation Rights

         (a) Stock Appreciation Rights may be granted in conjunction with all or
part of any Stock Option  granted under the Plan. In the case of a  Nonqualified
Stock Option, such rights may be granted either at or after the time of grant of
such Stock Option. In the case of an Incentive Stock Option,  such rights may be
granted  only at the time of grant of such Stock  Option.  A Stock  Appreciation
Right shall  terminate  and no longer be  exercisable  upon the  termination  or
exercise of the related Stock Option.  In either case,  the terms and conditions
of a Stock Appreciation Right shall be set forth in the Option Agreement for the
related Stock Option or an amendment thereto.

          (b) A Stock  Appreciation  Right may be exercised by a Participant  in
accordance  with  Section 6(c) by  surrendering  the  applicable  portion of the
related Stock Option in accordance with procedures established by the Committee.
Upon such exercise and surrender,  the Participant  shall be entitled to receive
an amount  determined in the manner  prescribed  in Section 6(c).  Stock Options
which have been so surrendered  shall no longer be exercisable to the extent the
related Stock Appreciation Rights have been exercised.

         (c)  Stock  Appreciation  Rights  shall be  subject  to such  terms and
conditions as shall be determined by the Committee, including the following:

                      (i)  Stock  Appreciation  Rights shall be exercisable only
                           at such  time or  times  and to the  extent  that the
                           Stock Options to which they relate are exercisable in
                           accordance  with the provisions of Section 5 and this
                           Section   6;   provided,   however,   that  a   Stock
                           Appreciation  Right shall not be  exercisable  during
                           the first six months of its term by a Participant who
                           is actually or  potentially  subject to Section 16(b)
                           of the  Exchange  Act,  except  that this  limitation
                           shall not  apply in the event of death or  Disability
                           of the  Participant  prior to the  expiration  of the
                           six-month period;

                      (ii) upon the exercise of a Stock  Appreciation  Right,  a
                           Participant  shall be  entitled  to receive an amount
                           equal to the  product  of (x) the  excess of the Fair
                           Market  Value of one share of Common  Stock  over the
                           Exercise  Price per share  specified  in the  related
                           Stock  Option  times  (y) the  number  of  shares  in
                           respect of which the Stock  Appreciation  Right shall
                           have been exercised,  in cash, shares of Common Stock
                           or  both,  with the  Committee  having  the  right to
                           determine the form of payment;

                      (iii)Stock Appreciation  Rights shall be transferable only
                           with the  related  Stock  Option in  accordance  with
                           Section 5(h); and

                      (iv) upon the exercise of a Stock Appreciation  Right, the
                           Stock  Option or part  thereof  to which  such  Stock
                           Appreciation Right is related shall be deemed to have
                           been  exercised for the purpose of the limitation set
                           forth in  Section 3 on the number of shares of Common
                           Stock to be issued  under  the Plan,  but only to the
                           extent of the  number of shares  covered by the Stock
                           Appreciation Right at the time of exercise.

SECTION 7.        Restricted Stock

         The  Committee  shall  determine  the employees to whom and the time or
times at which grants of Restricted Stock will be awarded,  the number of shares
to be awarded to any employee,  the  conditions  for vesting,  the time or times
within  which  such  Awards may be subject to  forfeiture  and  restrictions  on
transfer and any other terms and conditions of the Awards (including  provisions
(i)  relating  to  placing  legends  on  certificates   representing  shares  of
Restricted  Stock,  (ii)  permitting  the  Company  to  require  that  shares of
Restricted  Stock be held in custody by the Company  with a stock power from the
owner  thereof  until  restrictions  lapse and (iii)  relating  to any rights to
purchase the Restricted Stock on the part of the Company and its Affiliates), in
addition  to those  contained  in the  Stockholders  Agreement.  The  terms  and
conditions of Restricted  Stock Awards shall be set forth in a Restricted  Stock
Agreement,  which shall  include such terms and  provisions as the Committee may
determine  from  time to  time.  Except  as  provided  in this  Section  7,  the
Restricted  Stock Agreement,  the Stockholders  Agreement and any other relevant
agreements, the Participant shall have, with respect to the shares of Restricted
Stock,  all of the rights of a stockholder  of the Company  holding the class or
series of Common  Stock  that is the  subject  of the  Restricted  Stock  Award,
including, if applicable,  the right to vote the shares and the right to receive
any cash  dividends or  distributions  (but,  subject to the third  paragraph of
Section 3, not the right to receive non-cash dividends or distributions).  If so
determined by the Committee in the applicable  Restricted Stock Agreement,  cash
dividends and  distributions  on the class or series of Common Stock that is the
subject of the  Restricted  Stock  Award  shall be  automatically  deferred  and
reinvested in additional  Restricted  Stock,  held subject to the vesting of the
underlying  Restricted Stock, or held subject to meeting  conditions  applicable
only to dividends and  distributions.  Each Participant  shall agree at the time
his or her Restricted Stock is granted,  and as a condition  thereof,  to pay to
the Company,  or make  arrangements

<PAGE>

satisfactory  to the Company  regarding the payment to the Company of,
applicable  withholding  taxes. Until such amount has been paid or  arrangements
satisfactory to the Company have been made, no stock certificate  free of a
legend  reflecting the restrictions set forth above shall be issued to such
Participant. As an alternative to making a cash payment to the Company to
satisfy applicable  withholding taxes, if the grant so provides,  the
Participant  may elect to (i)  deliver  Mature  Shares or (ii) have the  Company
retain  that  number of  shares of Common  Stock  that  would  satisfy  all or a
specified portion of the applicable withholding taxes.

<PAGE>




SECTION 8.        Tax Offset Bonuses

         At the time an Award is made hereunder or at any time  thereafter,  the
Committee may grant to the Participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee,  to be paid at such time
or  times  (if  ever)  as  the  Award  results  in  compensation  income  to the
Participant,  for the purpose of assisting  the  Participant  to pay  applicable
payroll taxes,  all as determined by the Committee,  and on such other terms and
conditions as the Committee shall determine.

SECTION 9.        Change in Control Provisions

         Notwithstanding any other provision of the Plan to the contrary, unless
otherwise  provided  in the  applicable  Award  Agreement  or  the  Stockholders
Agreement, in the event of a Change in Control:

         (a)      immediately  prior to the  occurrence  of a Change in Control,
                  all Stock Options and Stock Appreciation Rights outstanding as
                  of such date, and which are not then  exercisable  and vested,
                  shall become fully  exercisable  and vested to the full extent
                  of the original grant; and

         (b)      the  restrictions and deferral  limitations  applicable to any
                  Restricted  Stock shall lapse, and such Restricted Stock shall
                  become free of all restrictions, fully vested and transferable
                  to the full extent of the not theretofore forfeited portion of
                  the original grant.

SECTION 10.       Term, Amendment and Termination

         (a) The Plan will  terminate ten (10) years after the effective date of
the Plan.  Awards  outstanding as of such date shall not be affected or impaired
by the termination of the Plan.

         (b) The Board may amend, alter, or discontinue the Plan,  prospectively
or retroactively as it shall deem advisable; provided that, if and to the extent
required by the Code, no change shall be made that increases the total number of
shares of Common Stock  reserved for issuance  pursuant to Awards  granted under
the Plan (except pursuant to Section 3(c)), materially modifies the requirements
as to eligibility  for  participation  in the Plan, or materially  increases the
benefits  accruing  to  Participants  under  the  Plan,  unless  such  change is
authorized  by the  shareholders  of the Company.  No  amendment,  alteration or
discontinuation  of the Plan shall be made which would  impair the rights of any
Participant  under  an  Award  theretofore  granted  without  the  Participant's
consent.  The  Committee may amend the terms of any Award  theretofore  granted,
prospectively or retroactively,  but no such amendment shall be made which would
impair  the  rights of any  Participant  thereunder  without  the  Participant's
consent. Notwithstanding the foregoing the Board may unilaterally amend the Plan
and any Award with respect to a Participant  as it deems  appropriate  to ensure
compliance  with Rule  16b-3 and to cause  Incentive  Stock  Options to meet the
requirements of the Code and the regulations thereunder.

SECTION 11.       Unfunded Status of Plan

         It is presently  intended that the Plan  constitute an "unfunded"  plan
for  incentive  and deferred  compensation.  The  Committee  may  authorize  the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to deliver  Common  Stock or make  payments;  provided,  however,  that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan.

SECTION 12.       General Provisions

         (a) Stockholders Agreement.  Unless the Committee determines otherwise,
it shall be a condition to receiving any Award under the Plan that a Participant
become a party to the Stockholders Agreement,  and such Participant shall become
a "Management Investor" thereunder.

         (b) Awards and  Certificates.  Shares of Restricted Stock and shares of
Common Stock issuable upon the exercise of a Stock Option or Stock  Appreciation
Right  (together,  "Plan  Shares")  shall be  evidenced  in such  manner  as the
Committee may deem appropriate, including book-entry registration or issuance of
one or more stock certificates. Any certificate issued

<PAGE>

in respect of Plan Shares shall be registered in the name of such  Participant
and shall bear  appropriate legends referring to the terms, conditions,  and
restrictions applicable to such Award, substantially in the following form:

                  "The transferability  of this  certificate  and the shares of
                  stock represented  hereby are subject to the terms, conditions
                  and restrictions  (including  forfeiture) of the AMF Bowling,
                  Inc. 1998 Stock Incentive Plan and [a Restricted  Stock
                  Agreement] [an Option  Agreement]  between the issuer and the
                  registered holder  hereof.  Copies of such Plan and Agreement
                  are on file at the offices of AMF Bowling, Inc. [address]."

                  "The securities  represented by this certificate have not been
                  registered  under the Securities  Act of 1933, as amended,  or
                  under the securities laws of any state, and may not be sold or
                  otherwise   disposed  of  except   pursuant  to  an  effective
                  registration  statement  under said Act and  applicable  state
                  securities laws or an applicable exemption to the registration
                  requirements of such Act and laws."

Such  shares may bear other  legends  to the extent the  Committee  or the Board
determines  it to be necessary  or  appropriate,  including  any required by the
Stockholders  Agreement or pursuant to any applicable Restricted Stock Agreement
or  Option  Agreement.  If and  when all  restrictions  expire  without  a prior
forfeiture  of the Plan Shares  theretofore  subject to such  restrictions,  new
certificates  for such shares shall be delivered to the Participant  without the
first legend  listed  above.  The  Committee  may require that any  certificates
evidencing Plan Shares be held in custody by the Company until the  restrictions
thereon  shall  have  lapsed  and that the  Participant  deliver a stock  power,
endorsed in blank, relating to the Plan Shares.

         (c)  Representations  and  Warranties.  The  Committee may require each
person  purchasing  or receiving  Plan Shares to (i) represent to and agree with
the Company in writing that such person is acquiring  the shares  without a view
to the  distribution  thereof  and  (ii)  make  any  other  representations  and
warranties that the Committee deems appropriate.

         (d)  Additional  Compensation.  Nothing  contained  in the  Plan  shall
prevent the  Company or any of its  Affiliate  thereof  from  adopting  other or
additional compensation arrangements for its employees.

         (e) No Right of Employment.  Adoption of the Plan or grant of any Award
shall not confer upon any employee any right to continued Employment,  nor shall
it interfere  in any way with the right of the Company or any of its  Affiliates
thereof to terminate the Employment of any employee at any time.

         (f)  Withholding  Taxes.  No later  than the date as of which an amount
first becomes includible in the gross income of a Participant for federal income
tax purposes with respect to any Award under the Plan,  such  Participant  shall
pay  to  the  Company  or,  if  appropriate,  any of  its  Affiliates,  or  make
arrangements  satisfactory  to the  Committee  regarding  the  payment  of,  any
federal,  state,  local  or  foreign  taxes of any  kind  required  by law to be
withheld with respect to such amount. If approved by the Committee,  withholding
obligations  may be settled with Common  Stock,  including  Common Stock that is
part  of  the  Award  that  gives  rise  to  the  withholding  requirement.  The
obligations  of the Company under the Plan shall be  conditional on such payment
or  arrangements,  and the  Company  and its  Affiliates  shall,  to the  extent
permitted  by law,  have the right to deduct  any such  taxes  from any  payment
otherwise due to the Participant. The Committee may establish such procedures as
it deems appropriate, including making irrevocable elections, for the settlement
of withholding obligations with Common Stock.

         (g) Beneficiaries.  The Committee shall establish such procedures as it
deems  appropriate  for a  Participant  to designate a  beneficiary  to whom any
amounts  payable  in the event of the  Participant's  death are to be paid or by
whom any  rights of the  Participant,  after  the  Participant's  death,  may be
exercised.

         (h) Pooling of Interests.  Notwithstanding  any other provision of this
Plan, if any right granted  pursuant to this Plan would make a Change in Control
transaction ineligible for pooling-of-interests accounting under APB No. 16 that
but for the nature of such grant or grants would  otherwise be eligible for such
accounting treatment, the Committee shall have the ability to substitute for the
cash  payable  pursuant to such grant or grants  Common Stock with a Fair Market
Value equal to the cash that would otherwise be payable hereunder.

         (i)  Governing  Law.  The Plan and all Awards  made and  actions  taken
thereunder  shall be governed by and construed  and enforced in accordance  with
the laws of the State of New York without  regard to the principles of conflicts
of law thereof.

         (j)  Compliance  with  Laws.  If  any  law  or  any  regulation  of any
commission  or  agency  having  jurisdiction  shall  require  the  Company  or a
Participant  seeking to exercise Stock Options or Stock  Appreciation  Rights to
take any action with  respect to the Plan Shares to be issued upon the  exercise
of Stock  Options  or Stock  Appreciation  Rights  then the date upon  which the
Company shall issue or cause to be issued the  certificate or  certificates  for
the Plan Shares shall be postponed  until full

<PAGE>

compliance has been made with all such requirements of law or regulation;
provided, that the Company shall use its reasonable efforts to take all
necessary action to comply with such requirements of law or regulation.
Moreover,  in the event that the Company shall  determine that, in compliance
with the  Securities  Act or other  applicable  statutes or regulations,  it is
necessary to register any of the Plan Shares with respect to which an exercise
of a Stock Option or Stock  Appreciation  Right has been made, or to qualify any
such Plan Shares for exemption from any of the requirements of the  Securities
Act or any other  applicable  statute or  regulation,  no Stock Options or Stock
Appreciation  Rights may be exercised and no Plan Shares shall be issued to the
exercising  Participant  until the  required  action  has been completed;
provided,  that the Company shall use its reasonable efforts to take all
necessary  action to comply with such  requirements  of law or  regulation.
Notwithstanding anything to the contrary contained herein, neither the Board nor
the members of the Committee owes a fiduciary duty to any  Participant in his or
her capacity as such.

SECTION 13.       Effective Date of Plan

         The Plan shall be effective as of the date it is approved by the Board.
The Plan shall be submitted  to the  shareholders  of the Company for  approval.
Until (i) the Plan has been approved by the Company's shareholders, and (ii) the
requirements of any applicable  federal or state  securities laws have been met,
no Award may be granted  unless such Award is  contingent  on the  occurrence of
those events.