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                                                                   EXHIBIT 10.27
 
                               CRAIG CORPORATION

                         KEY PERSONNEL RETIREMENT PLAN


     1.   NAME AND GENERAL PURPOSE

     The name of the Plan is the Craig Corporation Key Personnel Retirement 
Plan. The purpose of the Plan is to provide a retirement plan for the Company's 
principal executives and consultants.

     2.   DEFINITIONS

          2.1  "ACCOUNT" means the account established on the books and records 
of the Company for each Participant to which is credited all amounts accrued by 
such Participant during his or her participation in the Plan.

          2.2  "ANNUAL ADDITION" means the amount added to a Participant's 
Account as provided under Section 5.

          2.3  "BENEFICIARY" means the person or persons designated to be the 
Beneficiary by the Participant in writing to the Committee. In the event a 
married Participant designates someone other than his or her spouse as 
Beneficiary, such initial designation or subsequent change shall be invalid 
unless the spouse consents in a writing, which names the designated Beneficiary 
and is notarized or witnessed by a Plan representative. If a Participant fails 
to designate a Beneficiary or no designated Beneficiary survives the
Participant, the Committee shall direct that payment of the Participant's
benefits be made to the Participant's estate.

          2.4  "BOARD" means the Board of DIrectors of Craig Corporation.

          2.5  "CODE" means the Internal Revenue Code of 1986, as amended and 
includes all Regulations promulgated pursuant thereto.

          2.6  "COMMITTEE" means the Compensation Committee of the Board as from
time to time constituted and appointed by the Board to administer the Plan or 
the Board.

          2.7  "COMPANY" means Craig Corporation and its subsidiaries.

          2.8  "COMPANY STOCK" means the Common Stock of Craig Corporation.

          2.9  "COMPENSATION" means a Participant's annual remuneration up to 
the maximum permissible dollar limitation allowed by Section 401(a)(17) of the 
Code for the year in which the annual remuneration is earned.

                                      1.

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          2.10 "EFFECTIVE DATE" means January 1, 1999.

          2.11 "GROWTH FACTOR" means LIBOR as reported in The Wall Street 
Journal on the Effective Date and for each Plan Year thereafter as reported on 
the anniversary date of the Effective Date; provided, however, that in the event
that LIBOR is not reported on such applicable date, then "Growth Factor" shall 
mean LIBOR as reported in The Wall Street Journal on the closest date subsequent
thereto.

          2.12 "LIBOR" means the interest rate per annum equal to the London 
Interbank Offered Rate for United States dollar deposits in the London Interbank
Market in immediately available funds having a one year maturity.

          2.13 "MAXIMUM PAST SERVICE CREDIT" means the amount a Participant 
would have accrued under the Plan had the Plan been in effect on such 
Participant's employment commencement date and had such Participant participated
in the Plan from such date up to the Effective Date. In arriving at Maximum Past
Service Credit, LIBOR shall be used as in effect for each year of past service
to which the Growth Factor is applicable.

          2.14 "PARTICIPANT" means any Company executive or consultant who is 
permitted to participate in the Plan by the Committee provided he or she signs a
copy of the Plan and delivers it to the Committee.

          2.15 "PLAN" means the Craig Corporation Key Personnel Retirement Plan.

          2.16 "PLAN SHARE" means each component of an award credited to a 
Participant's Account under this Plan in the event of an election by a 
Participant under Section 6 which shall be deemed to be equivalent in value 
to one share of Company Stock. The award of Plan Shares under the Plan shall not
entitle such Participant to any dividend or voting rights or any other rights of
a shareholder with respect to such Plan Shares.

          2.17 "PLAN YEAR" means the calendar year (or the portion thereof in 
which the Plan is in effect for its commencement year)

     3.   ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the Committee which shall be responsible 
for the implementation and interpretation of the Plan.

     4.   PARTICIPATION AND MAXIMUM PAST SERVICE CREDIT

     Any Participant who was a Company executive or consultant on the Effective 
Date shall commence participation as of such date. Any Participant who was not a

                                      2.
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Company executive or consultant on the Effective Date shall commence 
participation in the Plan on the date designated by the Committee. A Participant
shall not be entitled to any of the Maximum Past Service Credit unless granted 
by the Committee in its absolute discretion and, if granted, only to the extent 
specified by the Committee (but not in excess of the Maximum Past Service 
Credit). The amount of Maximum Past Service Credit, if any, granted to a 
Participant shall be credited to such Participant's Account as of the Effective 
Date.

     5.   ANNUAL ADDITION TO ACCOUNT

     As of the last day of each Plan Year, the Company shall credit a 
Participant's Account with an amount equal to 10% of such Participant's 
Compensation received from the Company for such Year.

     6.   ELECTION TO CONVERT TO PHANTOM STOCK PLAN

     A Participant may from time-to-time irrevocably elect to convert part or 
all of the amount in such Participant's Account into Plan Shares. As of the date
of any such election, the Company shall reduce the Participant's Account by the 
amount for which the election was made and credit the Participant's Account with
such number of Plan Shares as is equal to the amount for which such election was
made divided by the closing price of Company Stock on the New York Stock
Exchange (or such other exchange or over-the-counter market as it is then traded
if it is no longer traded on the New York Stock Exchange) on the date of such
election, or if not traded on such date, the most recent previous date on which
it was traded.

     7.   GROWTH FACTOR

     The Growth Factor in effect at the beginning of each Plan Year shall accrue
on the balance (other than Plan Shares) on the first day of the Plan Year of a
Participant's Account and shall be applied by taking into account any variations
in such balance during the year by reason of one or more elections under Section
6.

     8.   STATEMENT OF ACCOUNTS

     Upon becoming a Participant, each Participant shall be furnished with a 
statement by the Committee showing the amount of Maximum Past Service Credit, if
any, that is awarded to the Participant by the Committee. Thereafter, the 
Committee shall furnish each Participant as soon as practicable after the close 
of each Plan Year a statement showing the amount (and Plan Shares, if 
applicable) credited to his or her Account as of the end of such Plan Year.

                                      3.
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     9.   TIME AND DISTRIBUTION OF BENEFIT

     A Participant's benefit under the Plan shall commence upon the 
Participant's attaining retirement age as set by the Committee or 1 year after 
the time of an earlier termination of such Participant's service with the 
Company. To the extent that a Participant's right to a benefit is assumed by 
another employer of the Participant, with the written consent of the 
Participant, the Company's obligation to distribute the benefit hereunder to 
such Participant shall terminate. The Participant, in the event of such
assumption, shall execute such documents as the Company may reasonably require
to establish that the Company shall have no further obligation under the Plan to
the Participant.

     10.  AMOUNT AND NATURE OF BENEFIT DISTRIBUTION

     Subject to Section 11, distribution to a Participant shall be made (as soon
as practicable after the time for distribution referred to in Section 9) in a 
lump sum to the Participant. Notwithstanding the foregoing and Section 9, a 
Participant may elect to receive his or her benefit in five annual installments
commencing in the first week in January of the calendar year following his or
her retirement or other termination of employment and in the same week in each
of the next four years (i.e., 20% of the balance in the Participant's Account
would be distributed in the first installment; 25% in the second installment;
one-third in the third installment; 50% in the fourth installment; and the
remaining balance in the fifth installment). In the event a Participant's
Account contains Plan Shares, such Participant shall at the time provided in
Section 9 or over the installment period, if elected, receive either that number
of shares of Company Stock as is equal to the number of whole Plan Shares in
the Participant's Account (and of cash for any fractional Plan Share) or 20% of
that number in each installment, as the case may be. At the election of the
Company, in its sole and absolute discretion, all or part of such distribution
may be made in cash in lieu of Company Stock based on the closing price of
Company Stock on the date of the distribution or the last date on which it
traded (as described in Section 6).

     11.  WITHHOLDING    

     The Company shall have the right to deduct from the distributions made 
under the Plan any required income or payroll taxes or to require the 
Participant to remit to the Company in cash such taxes as a condition to the 
distribution of such benefit.

     12.  UNFUNDED BENEFIT

     Nothing contained in this Plan and no action taken pursuant to the 
provisions of the Plan shall create or be construed to create a trust of any 
kind, or a fiduciary relationship between the Company and the Participant, or 
any other person. The Company may from time to time invest funds to satisfy its 
obligations under the Plan but any funds which may be invested shall continue 
for all purposes to be a part of the

                                      4.
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general funds of the Company and no person other than the Company shall by 
virtue of the provisions of the Plan have any interest in such funds. To the
extent that any person acquires a right to receive benefits under this Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Company.

     13.  PROHIBITION AGAINST ASSIGNMENT

     The right of a Participant or any Beneficiary to benefits under this Plan 
shall not be assigned, transferred, pledged or encumbered.

     14.  RIGHT TO TERMINATE EMPLOYMENT   

     Nothing contained in this Agreement shall be construed to be a contract of 
employment and the Company reserves the right to discharge a Participant with or
without cause.

     15.  EFFECT ON OTHER BENEFITS

     Any benefits accrued or paid under the Plan shall not be deemed salary or 
other compensation to a Participant for the purpose of computing benefits to 
which a Participant may be entitled under any other pension or profit sharing 
plan of the Company.

     16.  COMPANY UNDER NO OBLIGATION TO PROVIDE OTHER RETIREMENT PLANS OR 
          BENEFITS; PARTICIPANT WAIVES RIGHTS

     Participation in this Plan by a Participant shall constitute agreement by 
such Participant that the benefits offered under this Plan are in complete 
satisfaction of any obligation the Company may have in any employment agreement 
or under the employment relationship with such Participant to provide retirement
benefits for such Participant; provided, however, that should the Plan be
terminated or amended to substantially reduce the future benefits of a
Participant, without the Company's adoption of a comparable qualified plan under
Section 401(a) of the Code, the Participant shall have rights to future
retirement benefits to the extent that the Company's obligation, if any, would
continue to exist in the absence of the first clause of this sentence.
Participation in this Plan, however, shall not prohibit a Participant from
participating in any other pension or profit sharing plan established by the
Company after the Effective Date.

     17.  AMENDMENT

     The Company reserves the right to amend the Plan from time to time except 
that no amendment shall reduce the balance in a Participant's Account as it 
existed on the day preceding the date the amendment was adopted.

                                      5.
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     18.  UNQUALIFIED PLAN

     The Plan is not a qualified plan under Section 401(a) of the Code and is 
generally exempt from the provisions of the Employee Retirement Income Security 
Act of 1974, as amended ("ERISA"). Consequently, benefits and protections 
afforded by the Code and ERISA to qualified plans are not applicable to the 
Plan.

     19.  TERMINATION OF PLAN OR ANNUAL ADDITIONS

     Annual Additions to a Participant's Account shall cease upon the
termination of the Plan by the Board, the termination of employment of such
Participant, or the Company's adoption of a qualified plan under Section 401(a)
of the Code.

     20.  GOVERNING LAW

     All questions pertaining to the administration, construction, validity and 
effect of the provisions of this Plan shall be determined in accordance with the
laws of the State of California.

                                              _________________________________
                                              Participant

                                      6.