US INDUSTRIES INC /DE
EXHIBIT 10.32
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<TYPE>EX-10.32
<SEQUENCE>4
<FILENAME>a2067415zex-10_32.txt
<DESCRIPTION>EXHIBIT 10.32
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                                                                 Exhibit 10.32



                  FIRST AMENDMENT made as of September 11, 2001 to the
Employment Agreement dated as of January 2, 2001 by and between U.S. Industries,
Inc., a Delaware Corporation (the "Company") and Alan Schutzman ("Executive").

                                  WITNESSETH:

                  WHEREAS, the Company and Executive have previously entered
into the Employment Agreement and the Executive has been employed as Associate
General Counsel and a senior executive of the Company; and

                  WHEREAS, the Company desires to employ Executive as Vice
President and Associate General Counsel and to make certain other amendments to
the Employment Agreement effective September 11, 2001(the "Effective Date").

                  NOW, THEREFORE, effective on the Effective Date, the parties
hereto agree as follows:

                  1. Section 2 of the Employment Agreement is amended by the
deletion of the first sentence of Section 2(a) in its entirety and the
substitution of the following in lieu thereof:

                  "Executive shall serve as Vice President and Associate General
                  Counsel reporting to an executive designated by the Chief
                  Executive Officer of the Company (the "Chief Executive
                  Officer")."

                  2. Section 3 of the Employment Agreement is amended by the
deletion of the first sentence in its entirety and the substitution of the
following in lieu thereof:

                  "During the Employment Term, the Company shall pay Executive a
                  base salary at the annual rate of not less than $215,000."
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                  3. Section 8 of the Employment Agreement is amended by the
deletion of Section 8(b)(A) in its entirety and the substitution of the
following in lieu thereof:

                  "(A) equal monthly payments of an amount equal to his then
                  monthly rate of Base Salary, but off the employee payroll, for
                  a period of twelve (12) months following the date of his
                  termination and the product of (x) the Target Bonus multiplied
                  by (y) a fraction, the numerator of which is the number of
                  days for the fiscal year during which the Executive was
                  employed by the Company in which termination occurs and the
                  denominator of which is 365, which bonus shall be paid when
                  bonuses are usually paid in accordance with the Company's past
                  practice or when such bonuses are paid to other senior
                  executives, if earlier; provided that if such termination
                  occurs within two (2) years after a Change in Control, in lieu
                  of the foregoing, Executive shall receive in a lump sum within
                  five (5) days after compliance with such Section 9(b), an
                  amount equal to (i) two (2) times Base Salary and (ii) two (2)
                  times the Target Bonus;"

                  4. Section 8(b)(C) and (D) are each amended by the deletion of
the words "one (1) year" and the substitution of the words "two (2) years" in
lieu thereof.

                  5. Section 8(b)(E) is amended by the addition of the following
words:

                  "and, if such termination is within two (2) years after a
                  Change in Control, payment of Executive's and his dependents'
                  COBRA coverage premiums shall be continued for up to two (2)
                  years, if eligible;"

                  6. Section 8(b)(F) shall be deleted.

                  7. THE EMPLOYMENT AGREEMENT. The Employment Agreement, as
amended herein, shall remain in full force and effect.
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                  IN WITNESS WHEREOF, USI has caused this Amendment to be
executed by its duly authorized officer and the Executive has hereunto set his
hand as of the date first above written.

                                   U.S. INDUSTRIES, INC.


                                   By:
                                      ------------------------------------------
                                      Name: Dorothy E. Sander
                                      Senior Vice President - Administration


                                      ------------------------------------------
                                      Alan Schutzman     ("Executive")

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