THIS AMENDED AND RESTATED AGREEMENT made and entered into
as of May 9, 1994 by and between Baldwin Piano & Organ Company, a
Delaware corporation having its principal office at 422 Wards Corner
Road, Loveland, Ohio (the "Company") and R. S. HARRISON, a key
employee (the "Employee").

                      W I T N E S S E T H :

          WHEREAS, the Company and the Employee executed an
agreement of Employment and Retirement for Selected Key Employee
dated as of June 15, 1984 which Agreement was amended and restated
as of May 9, 1989; and

          WHEREAS, the Company and Employee wish to make certain
changes to that agreement and to restate the remaining provisions of
that agreement.

          It is therefore agreed between the parties as follows:

          1.   Employment.  The Company hereby agrees to continue to
employ the Employee as Chief Executive Officer, and the Employee, in
consideration of such employment, hereby accepts such continued
employment upon the terms and conditions set forth herein.  During
the term of his employment, the Employee shall do all things
necessary and incident to his position.

          2.   Term.  The term of such employment shall continue
after the date hereof for a period of five (5) years, ending May 8,
1999, unless sooner terminated, as provided in paragraph 3 hereof. 

          3.   Termination of Agreement.

               (a)  This Agreement may be terminated, at option of
the Company or the Employee, if during the term hereof, the Employee
is under a disability, meaning because of ill health, physical or
mental disability, or for any other disability ("disability") (other
than vacations) the Employee shall have been continuously unable or
unwilling, or shall have otherwise failed to perform his duties
hereunder for one hundred twenty (120) consecutive working days, or
if, during any year of the term hereof because of disability, he
shall have been unable or unwilling, or shall have otherwise failed
to perform his duties hereunder for a total period of one hundred
eighty (180) working days regardless of whether or not such days are
consecutive.  For the purposes of this Agreement, the phrase "any
year of the term hereof" is defined to mean the twelve (12) month
period commencing on January 1 of each year and terminating on
December 31 of that year.  Provided, however, that regardless of the
above definition of disability a disability may be deemed to exist
regardless of the Employee's failure to perform his duties for any
specific time period, when the Employee shall be so declared by a
Court having jurisdiction of that matter, or when so declared by any
two physicians selected by the Company admitted to the practice of
medicine in the place where the Employee is then domiciled.

               (b)  This Agreement shall be terminated on the death
of the Employee effective as of the date of his death; provided,
however, that the Employee's spouse or estate, as the case may be,
shall be entitled to retain the Employee's salary installment for
the month in which he dies and shall be entitled to those sums
payable to the Employee pursuant to paragraph 7.

               (c)  Nothing in this Agreement shall be construed to
prevent the Company from terminating the Employee's employment
hereunder, at any time, whether or not for good cause.  If the
Employee's employment is terminated at any time before age 67 for
reasons other than good cause (as defined in paragraph 6) then the
Employee shall be entitled to payment provided for in paragraph 6.

          4.   Outside Employment.  The Employee shall not engage in
outside activities which may tend to affect the Company adversely.

          5.   Annual Compensation.  Subject to such modification as
may be approved by the Board of Directors of the Company, the
Employee shall receive as annual compensation such salary and
benefits as shall be determined from time to time by the Board of
Directors together with all benefits payable pursuant to this
Agreement.  For purposes of paragraphs 5 and 6 the term "Annual
Compensation" shall mean the Employee's base salary for the 
calendar year (determined before any salary reduction elections that
may be made with respect to the Company's qualified retirement
plans) plus any other cash amounts paid by the Company to the
Employee during the calendar year.

          6.   Termination Compensation.  In the event that the
Company terminates the employment of the Employee, whether he is
employed on a full-time basis or a part-time basis, for any reason
other than for good cause (good cause shall be defined as and be
limited to termination resulting from the Employee's acts against
the Company amounting to fraud, intentional misrepresentation and/or
embezzlement), the Company shall pay to the Employee an amount equal
to two (2) times the Employee's Annual Compensation for the calendar
year preceding the date of the Employee's termination.  Said amount
shall be payable to the Employee in quarterly installment payments
over a period not to exceed eight (8) years or, at the option of the
Company, in a lump sum.  In the event of the Employee's death during
the term of such payments, any compensation due to the Employee
under this paragraph shall be paid to the Employee's designated
beneficiary, if any, and if none, then to the Employee's estate. 
The Company further agrees to provide to the Employee (for a five
(5) year period commencing on the date of the Employee's
termination) all other benefits normally provided by the Company to
its highest ranking officers.  If the Company terminates the
employment of the Employee for any reason (regardless of cause or
the lack thereof), the Company shall provide to the Employee for the
balance of the Employee's life all medical benefits then provided by
the Company to its highest ranking officers employed on a full-time

          For purposes set forth in this paragraph 6, at the option
of the Employee, any one of the following events shall constitute
termination of the Employee's employment by the Company for lack of
good cause if the Company or its shareholders:

               (a)  Reduces the Employee's Annual Compensation for a
Calendar year by 10% or more from his Annual Compensation for the
preceding calendar year:

               (b)  Fails to provide to the Employee those benefits
currently being provided to the Employee, and/or all other benefits
provided by the Company to its highest ranking officers from time to

               (c)  Fails to elect the Employee to or remove the
Employee from the Company's Board of Directors (or the Board of
Directors of any holding company that might be formed) and/or
changes the Employee title and/or officer status from that which he
currently holds which is Chief Executive Officer to a status that is
lower in the corporate structure than that currently held and/or
changes the Employee's responsibilities which are now delegated to
the Employee to perform which responsibilities are those
traditionally delegated to the Chief Executive Officer; or

               (d)  Requests and/or demands that the Employee change
his place of residence from that where he resides at the date of the
execution of this Agreement; or

               (e)  Is in breach of its obligations as set forth in
this Agreement.

          7.   Deferred Compensation.  Subject to all of the terms
and conditions set forth in this Agreement, upon the earlier of (i)
the Employee's attainment of age sixty-five (65), whether or not the
Employee retires or continues in the employment of the Company on a
full-time or part-time basis; or (ii) the Employee's termination of
employment by reason of disability or death, regardless of his age,
the Company shall thereafter pay to the Employee (or his designated
beneficiary in the event of death) the Total Deferred Compensation. 
For the purpose of this Agreement "Total Deferred Compensation"
shall mean an amount of money equal to two million, three hundred
twelve thousand fifty dollars ($2,312,050), plus accrued interest at
the rate of five percent (5%) per annum compounded annually, which
interest shall accrue commencing May 8, 1994 and continuing until
the date the first installment payment of such deferred compensation
is made.  Such deferred compensation shall be payable in one hundred
and twenty (120) equal monthly installment payments.  Commencing on
the first business day of the first month following the event giving
rise to the payment of the deferred compensation.  In the event of
the Employee's death (or designated beneficiary's death) prior to
the completion of the deferred compensation payments, the balance of
such payments shall be made to the Employee's designated beneficiary
(or the designated beneficiary's designed beneficiary), if any, and,
if none, then to the Employee's (or the designated beneficiary's)
estate.  For purposes of paragraph 7 "disability" shall have the
meaning set forth in paragraph 3 of this Agreement.

          8.   Medical Benefits.  In addition to the compensation
provided by any other provisions hereof, the Employee shall be
entitled to receive for the balance of his life medical benefits,
including full participation in all medical, dental and health care
plans of the Company as if he were a full-time employee of the
Company and its highest ranking officer.

          9.   Retirement.  Nothing in this Agreement shall prohibit
the Board of Directors of the Company from separately agreeing with
the Employee that the Employee may remain in the employ of the
Company beyond the term of this Agreement, provided, however, the
Employee shall receive the benefits as set forth in paragraph 7 of
this Agreement in addition to any other salary, benefits or
compensation paid to him as a result of his continued employment.

          10.  Consulting Services.  Nothing in this Agreement shall
require the Employee to render to the Company consulting, advisory
or other services of any nature whatsoever after the termination of
his employment with the Company.

          11.  Covenant Not to Compete.  (a)  The Employee agrees
that, during a period commencing with the termination of his
employment with the Company and terminating on the date the last
payment of deferred compensation is required to be made pursuant to
paragraph 7 of this Agreement, he will not directly or indirectly
enter into or in any manner take part in any business or endeavor
either as an employee, agent, independent contractor, owner or
otherwise, which in the opinion of the majority of the Board of
Directors of the Company, is in competition with the Company.

               (b)  If the Employee enters into any business
described in paragraph (a) above, which a majority of the Board of
Directors of the Company declares to be in competition with the
Company as provided in such paragraph, and continues therein for a
period of fifteen (15) days after the Company shall have notified
him in writing to his home address by registered mail that the
majority of the Board of Directors of the Company has decided that
such business in competition with the Company, then no further
payments shall be due or payable by the Company under this Agreement
to or with respect to the Employee and the Company shall have no
further liability to or with respect to the Employee under this

          12.  Source of Payments.  All payments provided in
paragraphs 6 and 7 shall be paid in cash from the general funds of
the Company, and no special or separate fund shall be established
and no other segregation of assets shall be made to assure payment. 
The Employee shall have no right, title or interest whatsoever in or
to any investments which the Company may make to aid the Company in
meeting its obligations hereunder.  Nothing contained in this
Agreement, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and the Employee or any other

          13.  Supplemental Benefits.  The payments to be made under
this Agreement or with respect to the Employee shall be in addition
to any payments to which such Employee or his beneficiaries may be
entitled under present or future retirement, pension or profit
sharing plans or executive incentive bonus plans which the Company
has adopted or may adopt generally for the benefit of its employees.

          14.  Assignment.  Neither the Employee nor his surviving
spouse shall have any right to commute, sell, assign, transfer or
otherwise convey or dispose of the right to receive any payments
under this Agreement, which payments and the right thereto are
expressly declared to be non-assignable and non-transferable, and,
in the event of any attempted assignment or transfer, the Company
shall have no further liability either to the Employee or his
surviving spouse, or any assignee or transferee, whether by
operation of law or otherwise.

          15.  Merger or Consolidation.  The Company agrees that in
the event it shall merge or consolidate with any other corporation,
the continuing corporation resulting from such merger or
consolidation shall be obligated to perform the duties and
obligations of the Company set forth in this Agreement, and the
Company further agrees that in the event that it should voluntarily
dissolve and liquidate the assets and business of the Company, it
will undertake to have the terms and provisions of this Agreement
fulfilled prior to the distribution or disposal of the Company's

          16.  Extension of Agreement.  The Company by action of its
Board of Directors may hereafter from time to time agree with an
additional employee or employees whose services are considered to be
vital to the success of the Company's business that this Agreement
shall be extended to such additional employee or employees on such
terms and conditions as shall be specified in the extension
agreement.  The Employment by the Company of any person in a
position which would otherwise be regarded as a key employee
position shall not entitle that person to have the benefits of the
Agreement extended to him.

          17.  Binding Effect.  This Agreement shall be binding upon
the parties hereto, the surviving spouse, beneficiaries, heirs,
executors, administrators and successors of the Employee and

          18.  Status of Agreement.  This Amended Agreement is to
replace that agreement entitled Amended and Reinstated Agreement of
Employment and Retirement Plan for Selected Key Employee dated as of
May 9, 1989.  Upon the execution of this Amended Agreement this
Agreement alone shall evidence the rights and obligations of the
parties hereto.

          19.  Counterparts.  This Agreement may be executed in two
or more counterparts, any one of which shall constitute an original
without reference to the others.

          20.  Severability of Clauses.  Each of the paragraphs of
this Agreement shall stand independently and severably, and the
invalidity of any one paragraph or portion thereof shall not affect
the validity of any other provision.  In the event any provision
shall be construed to be invalid, no other provision of this
Agreement shall be affected thereby.  Furthermore, it is agreed that
any period of restriction or covenant hereinabove stated shall not
include any period of violation or period of time required for
litigation or arbitration to enforce such restrictions or covenants.

          21.  Applicable Law.  This Agreement shall be governed in
all respects by the law of the State of Ohio, shall be binding upon
the Employee's assigns, heirs, and legal representatives and shall
inure to the benefit of the Company, its successors and assigns. 
The Company and Employee hereby consent to service of process,
personal jurisdiction, and venue in the courts of general
jurisdiction of Cincinnati, Ohio, or Hamilton County, Ohio and any
federal court, with concurrent jurisdiction, with respect to any
action or preceding brought to enforce any liability under this

          IN WITNESS WHEREOF, the parties have hereunto set their
hands as of the date first above written.

Attest:                           BALDWIN PIANO & ORGAN COMPANY

/s/ Harry F. Forbes, Jr.          By  /s/ George E. Castrucci

                                   /s/ R.S. Harrison
                                   R.S. Harrison


Basic Info X:

Type: Amended and Restated Agreement
Date: Nov. 14, 1994
State: Delaware

Other info:


  • May 9 , 1994
  • June 15 , 1984
  • May 8 , 1999
  • January 1
  • December 31
  • May 8 , 1994
  • May 9 , 1989


  • Wards Corner Road
  • Company 's Board of Directors
  • Total Deferred Compensation
  • Board of Directors of the Company
  • Reinstated Agreement of Employment
  • State of Ohio


  • Delaware
  • Loveland
  • Cincinnati
  • Hamilton County
  • Ohio


  • fifty dollars
  • $ 2,312,050


  • Harry F. Forbes
  • George E. Castrucci


  • 10 %
  • five percent
  • 5 %