EXHIBIT 10.2(b)


                            WKI HOLDING COMPANY, INC.
                            LONG-TERM INCENTIVE PLAN
                               GUIDELINES FOR THE
                MAY 29, 2003 THROUGH DECEMBER 31, 2005 AWARD TERM

1.     Guidelines.  These  WKI  Holding  Company,  Inc. Long-Term Incentive Plan
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Guidelines  for  the May 29, 2003 through December 31, 2005 Award Term (the "OXO
Guidelines")  have  been approved by the Committee for the administration of the
WKI  Holding  Company,  Inc.  Long-Term  Incentive  Plan (the "Plan") for Awards
granted  to  OXO  Participants  (as  defined  below)  for  such  Award  Term.

2.     Definitions.  Except as otherwise provided in these OXO Guidelines, terms
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defined in the Plan (as it may be amended from time to time) shall have the same
meanings  when  used herein.  In addition, the following words and phrases shall
have  the  following  respective  meanings for purposes of these OXO Guidelines.

     (a)       "Change of Control" means any one or more of the following
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               events:

          (i)       any person (as such term is used in Rule 13d-5 under the
               Securities Exchange Act of 1934 (the "Exchange Act")) or group
               (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the
               Exchange Act), other than any Subsidiary or any employee benefit
               plan (or any related trust) of the Company or any of its
               Subsidiaries, becomes the beneficial owner in the aggregate of
               more than thirty-five percent (35%) of the Voting Securities of
               the Company or thirty-five percent (35%) of the Voting Securities
               of World Kitchen (GHC), LLC;

          (ii)      individuals who constitute the initial board of directors of
               the Company as of January 31, 2003 (the "Reorganized Incumbent
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               Board") cease for any reason to constitute more than sixty-six
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               and two-thirds percent (66-2/3%) of the members of the board of
               directors of the Company; provided that any individual who
               becomes a director after January 31, 2003 whose election or
               nomination for election by the Company shareholders, was approved
               by more than sixty-six and two-thirds percent (66-2/3%) of the
               members of the Reorganized Incumbent Board (other than an
               election or nomination of an individual whose initial assumption
               of office is in connection with an actual or threatened "election
               contest" relating to the election of the directors of the Company
               (as such terms are used in Rule 14a-11 under the Exchange Act),
               "tender offer" (as such term is used in Section 14(d) of the
               Exchange Act) or a proposed


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               Merger (as defined below in clause (c) of this Section 1.11))
               shall be deemed to be members of the Reorganized Incumbent Board;

          (iii)     consummation of a merger, reorganization, consolidation, or
               similar transaction (any of the foregoing, a "Merger") unless the
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               persons who were the beneficial owners of the Voting Securities
               of either of the WKI Entities immediately before such Merger, are
               the beneficial owners, immediately after such Merger, directly or
               indirectly, in the aggregate, of more than sixty percent (60%) of
               the common stock and any other voting securities of the entity
               resulting from such Merger in substantially the same relative
               proportions as they owned the Voting Securities of the respective
               WKI Entities immediately before the Merger;

          (iv)      consummation of a transfer or sale of all or substantially
               all of the assets of either of the WKI Entities (a "Sale") unless
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               the persons who were the beneficial owners of the Voting
               Securities of either of the WKI Entities immediately before such
               Sale, are the beneficial owners, immediately after such Sale,
               directly or indirectly, in the aggregate, of more than sixty
               percent (60%) of the common stock and any other voting securities
               of the entity or entities that own such assets immediately after
               the Sale;

          (v)       The board of directors of the Company or the shareholders of
               the Company, as applicable, approve a plan of liquidation of
               either of the WKI Entities or World Kitchen, Inc.; or

          (vi)      The consummation of a sale of all or substantially all of
               the assets used in the business conducted by OXO.

Notwithstanding  the  foregoing,  there  shall not be a Change of Control if, in
advance  of (or subsequent to) such event, the OXO Participant agrees in writing
that  such event shall not constitute a Change of Control.  For purposes of this
definition of Change of Control, entry into and performance of the Stockholders'
Agreement entered into by and among the Company and certain of its stockholders,
dated  as  of  January  31, 2003 (as the same may be amended from time to time),
shall  not  constitute  any person as a member of a group with any other person.

     (b)     "OXO"  shall  mean  the OXO International Division of World Kitchen
(GHC),  LLC,  a  wholly-owned  subsidiary  of  the  Company.

     (c)     "Voting  Securities"  means  any of the securities of either of the
Company  or  World  Kitchen  (GHC),  LLC  (the  "WKI Entities") entitled to vote
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generally  in  the  election  of  the  directors of the Company or World Kitchen
(GHC),  LLC,  as  the  case  may  be.

3.     Awards.
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     (a)     Award  Pool.  The Award Pool for the current Award Term shall be as
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set  forth  on  Exhibit  A.
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     (b)     OXO  Participants.  Exhibit  A  lists the eligible Participants for
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the  current  Award  Term  (each,  an "OXO Participant") and the number of Award
Units  granted  to each OXO Participant on the Grant Date.  Each OXO Participant
shall  be  notified  in  writing  that  he is eligible to receive an Award to be
calculated  in  accordance  with  the Plan and these OXO Guidelines based on the
number  of  Award  Units  specified  in  the  notice.

     (c)     Performance  Criteria  and  Vesting.  Subject  to the provisions of
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Section  3(d)  hereof,  the right of each OXO Participant to receive payment for
any  Award Units shall be determined (A) on the basis of OXO's Revenue in year 3
of the current Award Term and (B) on the basis of OXO's EBITDA for year 3 of the
current  Award  Term,  as  follows:

     If the Revenue and EBITDA of OXO during year 3 of the current Award Term
     are within the percentage ranges specified in the performance matrix set
     forth on Exhibit B, each Award Unit shall become fully vested and the OXO
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     Participant shall be entitled to receive a cash payment for each Award Unit
     in the amount set forth on Exhibit B opposite such percentage ranges. For
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     purposes of calculating the Award for the current Award Term, the target
     OXO EBITDA for year 3 of such Award Term shall be $32.39 million and the
     target OXO Revenue for year 3 of such Award Term shall be $113.0 million.

          By  April 1st of the year following the end of the current Award Term,
the  Committee  shall  determine  (A)  OXO's Revenue for such Award Term and (B)
OXO's  EBITDA  for  such  Award  Term.  Based  upon  the  foregoing amounts, the
Committee  shall determine the amount of the cash payment to be paid to each OXO
Participant  in  the  manner  provided  in  these  OXO  Guidelines and the Plan.

     (d)     Forfeiture  and  Acceleration  of  Award  Units.
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             (i)  Except  as  and  to the extent otherwise provided in these OXO
     Guidelines or an OXO Participant's employment agreement, the forfeiture and
     acceleration  provisions  set  forth  in Section 6 of the Plan shall apply.
     Notwithstanding any other provisions of the Plan or these OXO Guidelines to
     the  contrary,  the President of OXO shall have sole authority to terminate
     the  employment  of  any  OXO  Participant.

             (ii)  Notwithstanding  Section  3(d)(i)  above,  but subject to any
     provisions in an OXO Participant's employment agreement, the Award Units of
     all  "Affected  Participants" shall become vested and, in lieu of any other
     payments  to such Affected Participant pursuant to the OXO Guidelines, each
     Affected  Participant  shall  be  entitled  to receive a cash payment in an
     amount  equal  to  $1,000  for each vested Award Unit. For purposes of this
     Section  3(d)(ii),  the  term  "Affected Participants" shall mean those OXO
     Participants  (A)  who are employed by the Company or any Subsidiary on the
     date  of  a  Change  of Control if such Change of Control occurs during the
     current  Award  Term,  (B)  who  are


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     terminated  by  the  Company or any Subsidiary without Cause within 90 days
     prior  to  a  Change  of Control (or within 90 days of the Company entering
     into  any  definitive agreement with respect to a pending Change of Control
     which  actually results in a Change of Control) if such termination without
     Cause  occurs  during  the  current  Award  Term,  (C)  who are party to an
     employment agreement with the Company and whose employment is terminated by
     the Company without Cause (regardless of whether such termination is within
     90  days  prior  to  a  Change  of Control or within 90 days of the Company
     entering  into any definitive agreement with respect to a pending Change of
     Control which actually results in a Change of Control) or (D) who are party
     to  an  employment  agreement  with the Company that defines the term "Good
     Reason"  and  who  terminate  employment  with the Company for Good Reason.
     Notwithstanding  the  foregoing,  in the event that (A) a Change of Control
     occurs  during  the  fourth quarter of the last year of the Award Term, (B)
     the  employment  of  an  Affected Participant who is party to an employment
     agreement  with  the  Company is terminated without Cause during the fourth
     quarter  of  the last year of the Award Term or (C) an Affected Participant
     who  is  party  to  an  employment  agreement  with  the Company terminates
     employment  with  the  Company for Good Reason during the fourth quarter of
     the  last  year of the Award Term, in lieu of any other payments under this
     Award,  the  Affected Participants shall be entitled to receive the greater
     of  (1)  $1,000  for  each vested Award Unit or (2) the amount the Affected
     Participant  would  have been entitled to receive under this Award pursuant
     to  the  terms of Section 3(c) hereof had the Affected Participant remained
     continuously employed by the Company through the last day of the Award Term
     and  the  Change  of  Control  not  occurred.

             (iii) Any Award payments made pursuant to these OXO Guidelines will
     be  in  addition  to  any  other payments an OXO Participant is entitled to
     receive  under  the  Plan  or  the  WKI  Guidelines.

     (e)     Maximum  Award  Limit.  Notwithstanding  any other provision of the
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Plan  or  these OXO Guidelines, the total amount of any Award determined for any
OXO  Participant  hereunder shall not exceed the amounts set forth on Exhibit B.
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4.     Amendment.  The  Committee  may,  from time to time, alter or amend these
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Guidelines, except that no amendment, which would adversely affect the amount of
any granted but unpaid Award of an OXO Participant, the number of Award Units in
the  outstanding  Award Pool or granted to an OXO Participant on the Grant Date,
or  the  value or amount of any Award as calculated in accordance with Section 3
above  will  become effective without the prior written consent of such affected
OXO  Participant.

5.     Effect  of Plan.  The Awards shall be subject to all terms and conditions
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of  the  Plan,  except  to the extent such terms and conditions are inconsistent
with  any  provision  in  the  OXO  Guidelines.


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