[GRAPHIC OMITTED]                                                EXHIBIT 10.2(a)
     WORLD
    KITCHEN

                              WKI HOLDING COMPANY, INC.
                               LONG-TERM INCENTIVE PLAN
                               (Effective May 29, 2003)
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1.   Purpose  of  the  Plan
     ----------------------

     The  purpose  of  the  Plan  is  to motivate and drive behavior that builds
long-term  shareholder  value,  reinforce  the  achievement of specific business
goals  and  performance  measures,  provide  long-term  incentive  compensation
opportunities that are competitive and reward the contribution made by employees
to  the creation of shareholder value.  The Plan provides incentives, contingent
upon the achievement of specified performance criteria, to certain key employees
of the Company who are expected to make substantial contributions to the success
of the ongoing business and/or the restructuring effort and thereby provides for
stability  and  continuity  of  operations.

2.   Definitions
     -----------

     (a)     "Award" means the Award Units granted to a Participant on the Grant
Date  for  an  Award  Term  in  an  amount  to be determined by the Committee in
accordance with the provisions of this Plan not later than the 90th calendar day
following  the  first day of the Award Term.  Notwithstanding the foregoing, for
the  Award Term beginning on May 29, 2003, the amount of the Award to be granted
to  a  Participant  shall be established by the Committee prior to or as soon as
practicable  following  the  execution  of  this Plan document.  A Participant's
Award  hereunder  shall  not  be  effective  until the Grant Date of such Award.

     (b)     "Award  Pool"  means  the  total number of Award Units which may be
granted  to Participants during an applicable Award Term; provided, however that
the  Committee  may  increase,  but  not  decrease,  the  Award  Pool during the
applicable Award Term as provided in Section 5 hereof.  To the extent determined
by  the  Committee,  as specified in the Guidelines, separate Award Pools may be
applied  to separate groups of Eligible Employees, including, without limitation
to  the  Eligible  Employees of the Company who provide services to a particular
Division.

     (c)     "Award  Term"  means  the  period  of  at  least  three consecutive
calendar  years  on  which  an  Award  is based, as designated by the Committee.
Notwithstanding  the foregoing, the first Award Term under the Plan shall be the
period  from  May  29,  2003  through  December  31,  2005.

     (d)     "Award  Unit"  means  a  unit  which  is  granted  to a Participant
pursuant  to,  and  with  such restrictions as are imposed by, the terms of this
Plan  and  any  applicable  Guidelines.

     (e)     "Beneficiary"  means the person(s) designated in writing (on a form
acceptable  to  the Committee) to receive the payment of all or part of an Award
hereunder  in the event of the death of a Participant.  In the absence of such a
designation  and  at any time when there is no existing Beneficiary hereunder, a
Participant's Beneficiary shall be his surviving spouse or, if none, his estate.

     (f)     "Board"  means  the  Board  of  Directors  of the Company (with any
individual  serving  as  a  member  of  the  Board being referred to herein as a
"Director").

     (g)     "Cause"  shall  have  the  meaning  assigned  in  a  Participant's
employment  agreement, if any, or in the absence of an employment agreement, the
term "Cause" means any of the following:

     (i)     The  Participant's  commission  of  a  misdemeanor involving fraud,
dishonesty, or moral turpitude, or of a felony,

     (ii)     The  Participant's  willful  or intentional material misconduct in
the performance of his duties; or

     (iii)     The Participant's willful or intentional failure to materially
comply (to the best of his ability) with a specific direction of a superior that
is not inconsistent with the Participant's responsibilities, provided that such
refusal or failure (A) is not cured to the best of the Participant's ability
within ten (10) business days after the delivery of such direction to the
Participant and (B) is not based on the Participant's good faith belief, as


<PAGE>
expressed by written notice to the Chief Executive Officer of the Company, given
within such ten (10) business day period, that the implementation of such
direction would be unlawful or unethical.

     (h)     "Change of Control."  For purposes of this Plan, except as provided
otherwise in the Guidelines, a "Change of Control" shall mean if at any time any
of the following events shall have occurred:

            (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 any
                  securities  of  the  Company entitled to vote generally in the
                  election  of  the  Directors  (the  "Voting  Securities");

            (ii)  individuals who constituted the Board on January 31, 2003 (the
                  "Incumbent  Board")  cease  for  any reason to constitute more
                   ----------------
                  than sixty-six and two-thirds percent (66-2/3%) of the members
                  of  the  Board;  provided  that  any  individual who becomes a
                  Director  whose  election  or  nomination  for election by the
                  Company's  shareholders,  was  approved by more than sixty-six
                  and  two-thirds  percent (66-2/3%) of the 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  (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 Merger (as defined
                  below  in  clause  (iii)) shall be deemed to be members of the
                  Incumbent  Board;

            (iii) consummation  of  a  merger, reorganization, consolidation, or
                  similar  transaction (any of the foregoing, a "Merger") unless
                                                                 ------
                  the  Persons  who  were  the  beneficial  owners of the Voting
                  Securities  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 immediately
                  before  the  Merger;

            (iv)  consummation  of  a  sale  of  all or substantially all of the
                  assets of the Company or World Kitchen, Inc. (a "Sale") unless
                                                                   ----
                  the  Persons  who  were  the  beneficial  owners of the Voting
                  Securities  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; or

            (v)   The  Board  or the shareholders of the Company, as applicable,
                  approve a plan of liquidation or dissolution of the Company or
                  World Kitchen, Inc.

Notwithstanding  the  foregoing,  there  shall  not  be  a Change of Control for
purposes  of  this  Plan  if,  in  advance of (or subsequent to) such event, the
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.

     (i)     "Committee"  means  the  Compensation  Committee  of  the  Board.

     (j)     "Company"  means  WKI  Holding  Company,  Inc.

     (k)     "Credit Agreement" means the Company's Credit Agreement dated as of
January  31,  2003, the Company's Revolving Credit Agreement dated as of January
31,  2003,  as  in  effect  from  time  to  time,  or any other credit agreement
replacing  or  supplementing  the  same.


                                        2
<PAGE>
     (l)     "Disability"  shall  mean  a  mental  or  physical  condition which
renders  the  Participant  unable  or  incompetent to carry out the material job
responsibilities  which the Participant held or the material duties to which the
Participant  was  assigned  at  the  time the disability was incurred, which has
existed  for  at  least  three (3) calendar months and which in the opinion of a
physician mutually agreed upon by the Company and the Participant (provided that
the  parties  shall  not unreasonably withhold such agreement) is expected to be
permanent  or  to last for an indefinite duration or a duration in excess of six
(6)  calendar  months.

     (m)     "Division"  means  the  OXO International Division of World Kitchen
(GHC),  LLC,  a wholly-owned subsidiary of the Company, and any other separately
identifiable  division  of  the  Company  (or  a Subsidiary) as specified by the
Committee  in  Guidelines  applicable  to  such  division  (if  any).

     (n)     "EBITDA"  shall  have  the  same  meaning as the term "Consolidated
EBITDA"  as set forth in the Company's Credit Agreement, dated as of January 31,
2003,  without  giving  effect  to  any  subsequent amendments, modifications or
waivers  thereto.  To  the  extent  provided  in  the  Guidelines, EBITDA may be
determined  separately  for  the  Company  and  any  applicable  Division.

     (o)     "Eligible Employee" means a person who is classified by the Company
as  a  key  salaried  employee  of  the  Company  whose  efforts are expected to
contribute  materially  to  the  efforts  and  success  of  the  Company.

     (p)     "Grant  Date"  means  the date of a Participant's grant letter from
the  Company  specifically  describing  the number of Award Units granted to the
Eligible  Employee  for  a  particular  Award  Term.

     (q)     "Guidelines"  mean  such guidelines as are established and approved
by  the  Committee for each Award Term in accordance with the provisions of this
Plan  for  the administration of the Awards granted to Participants in the Plan.
To  the extent that there is any inconsistency between the applicable Guidelines
and the Plan, the applicable Guidelines shall control.  To the extent determined
by the Committee in its sole and absolute discretion, separate Guidelines may be
established  and  adopted  for  the  Company  and  any  Division.

     (r)     "Participant" means any Eligible Employee who meets the eligibility
criteria  set forth in Section 4 of the Plan, who is designated by the Committee
to  participate in the Plan for a particular Award Term and who receives a grant
of  Award  Units  on  a  Grant  Date.

     (s)     "Plan"  means  the  WKI  Holding  Company, Inc. Long-Term Incentive
Plan.

     (t)     "Retirement" means termination of employment from the Company at or
after  age  55  with  at  least  10  years  of  service with the Company (and/or
predecessor  organizations  or  other  controlled group members (as such term is
defined  in  the  Internal  Revenue  Code)).

     (u)     "Revenue"  means  net  sales  (that  is,  gross sales less returns,
allowances and other customer deductions) as reported in the Company's financial
statements.  To the extent provided in the Guidelines, Revenue may be determined
separately  for  the  Company  and  any  applicable  Division.

     (v)     "Subsidiary"  means a corporation, company or other entity (i) more
than fifty percent (50%) of whose outstanding shares or securities (representing
the  right  to  vote  for the election of directors or other managing authority)
are, or (ii) which does not have outstanding shares or securities (as may be the
case  in  a  partnership,  limited  liability  company,  joint  venture  or
unincorporated  association),  but  more  than  fifty  percent  (50%)  of  whose
ownership  interest  representing the right generally to make decisions for such
other  entity is, now or hereafter, owned or controlled, directly or indirectly,
by  the  Company.

     (w)     "Target  Award"  means an amount equal to $1,000, multiplied by the
number  of Award Units granted on the Grant Date, to be calculated and paid to a
Participant  in  accordance  with  the provisions of the Plan and any applicable
Guidelines  assuming  that  the  performance  targets  are  met.

3.   Administration
     --------------

     This  Plan  shall  be  administered  by  the  Committee.  A majority of the
Committee  shall  constitute  a  quorum,  and  the  action of the members of the
Committee  present  at  any  meeting  at  which  a  quorum  is


                                        3
<PAGE>
present,  or  acts  unanimously  approved  in  writing, shall be the acts of the
Committee.  The  Committee  shall  have  complete  authority  to  interpret  all
provisions  of this Plan, to prescribe the form of any instrument evidencing any
Award  granted  under  the Plan, to adopt, amend and rescind general and special
rules  and  regulations  for  its  administration  and  to  make  all  other
determinations necessary or advisable for the administration of the Plan, except
                                                                          ------
that  the Committee shall have no right to take any action which would adversely
----
affect  the  amount of any granted but unpaid Award of a Participant, the number
of  Award  Units in an outstanding Award Pool or granted to a Participant on the
Grant Date, or the value or amount of any Award as calculated in accordance with
the  Plan  and/or  applicable Guidelines. The interpretation and construction by
the Committee of any provision of this Plan or of any agreement, notification or
document  evidencing  the  grant  of  Award  Units  and any determination by the
Committee  made  pursuant to, and in accordance with, the provisions of the Plan
and  applicable  Guidelines  shall  be  final,  conclusive  and binding upon all
present  and  former  Participants, all other employees of the Company and their
respective descendants, successors and assigns. No member of the Committee shall
be  liable  for  any  such  action  or  determination  made  in  good  faith.

4.   Eligibility
     -----------

     An  Eligible  Employee  who  in  the  judgment of the Committee occupies an
officer  or other key position in which his efforts may significantly contribute
to  the  profits or growth of the Company may be designated as a Participant and
awarded  Award  Units  under  the  Plan  for  a particular Award Term; provided,
however,  that  (a)  Directors  of  the  Company  who are not also classified as
employees  of the Company and (b) "leased employees" (as such term is defined in
Section  414  of the Internal Revenue Code (the "Code") shall not be eligible to
become  Plan  Participants.  No  employee  will at any time have the right to be
selected  as  a Participant and the fact that an Eligible Employee is designated
as  a  Participant  for  a particular Award Term shall have no impact on whether
such  person  is  designated  as  a  Participant for a subsequent Award Term.  A
person  who  satisfies  the  requirements  of  this  Section  4  shall  become a
Participant  in  the  Plan  on  the  Grant Date of an Award and once an Eligible
Employee  has  been  designated  as a Participant, such Participant shall remain
eligible to participate in the Plan for the specified Award Term, subject to the
provisions  of  this  Plan  and  any  applicable  Guidelines.

     The  Committee shall designate the Plan Participants for a particular Award
Term  not  later  than  the  ninetieth  day  of  the  Award  Term (or as soon as
practicable  after  the  date of the execution of this Plan document, if later);
provided, however, that the Committee reserves the right to add new employees of
--------  -------
the  Company  or current employees of the Company who are promoted as additional
Participants  during  an  Award  Term.

5.   Granting  of  Awards
     --------------------

     The  Committee  may,  from  time to time and upon such conditions as it may
determine,  authorize the granting of Awards to Participants, which shall be not
inconsistent  with,  and  shall  be  subject  to all of the requirements of, the
following  provisions:

     (a)     Not  later  than the ninetieth day of the Award Term (or as soon as
practicable  after  the  date of the execution of this Plan document, if later),
the  Committee  shall  (i)  determine the Award Pool(s) for the applicable Award
Term;  provided,  however, that the Committee reserves the right to increase the
       --------   -------
Award  Pool(s)  for an Award Term if new Participants are added during the Award
Term  pursuant to Section 4 above; (ii) approve Target Award(s) to be granted to
each  Participant for the applicable Award Term; and (iii) approve a formula for
determining  the  amount  payable with respect to each Award Unit, which formula
shall  be  based  upon  Revenue  and  EBITDA  of  the  Company or a Division, as
applicable,  and  set  forth  in  the  applicable  Guidelines.

     (b)     Multiple Awards may be granted to a Participant; provided, however,
                                                              --------  -------
that  unless one Award is based on Company performance and one Award is based on
Division  performance, no two Awards which are granted to a Participant may have
identical  Award  Terms  unless otherwise provided in the applicable Guidelines.

     (c)     Awards  shall  become effective on the  Grant Date of such Award.

     (d)     Effective  as  soon  as  practicable  following the end of an Award
Term, the Committee shall approve a final calculation of the amount payable with
respect  to each Award Unit based on the application of the formula(s) contained
in  the  applicable  Guidelines  (as  in effect at the calculation date) and the
Company's


                                        4
<PAGE>
(or the Division's) actual performance compared thereto, as applicable; provided
however,  that the Committee shall have the power to increase, but not decrease,
the  amount  of  any Award above the amount as determined in accordance with the
formula  contained  in  the  applicable  Guidelines.

6.   Vesting;  Payment  of  Awards
     -----------------------------

     (a)     Vesting.
             -------

            (i)  Except as provided in a Participant's employment agreement, the
     Guidelines  or Sections 6(a)(ii) or (iii) below, Award Units granted on the
     Grant  Date hereunder shall vest only in the event that (A) the performance
     criteria  for  the  Award Term, as set forth in the Guidelines, are met, or
     waived,  as  determined  by  the  Committee,  in  its  sole  and  absolute
     discretion,  and  (B)  the  Participant  is an employee of the Company or a
     Subsidiary  on  the  last  day  of  the  applicable  Award  Term.

            (ii)  Notwithstanding  the  provisions  of  clause  (i) hereof, if a
      Participant  dies,  becomes Disabled or Retires during the Award Term, the
      Participant shall be entitled to receive a prorated lump sum payment equal
      to  the  amount  of  the  Award  to  which the Participant would have been
      entitled  hereunder  had the Participant remained continuously employed by
      the  Company  or a Subsidiary through the last day of the Award Term. Such
      prorated  Award  will  be  determined  by  multiplying  the  amount of the
      Participant's  Award to which he or she otherwise would have been entitled
      times  a  fraction,  the  numerator  of which is the number of full months
      elapsed from the first day of the Award Term through the date on which the
      Participant  ceases to be employed by the Company or a Subsidiary, and the
      denominator  of  which  is  36  (or the number of full months of the Award
      Term,  if  the  length of the Award Term is other than 3 years); provided,
      however,  that for purposes of the initial Award Term, the numerator shall
      be  the  number  of  full  months  elapsed  from  January  1, 2003 and the
      denominator  shall  be  36.

            (iii)  Notwithstanding any provision of the Plan to the contrary, in
      the event that a Participant's employment is terminated for Cause (whether
      before  or  after  the  Award  Units become vested as specified above), he
      shall forever forfeit any and all rights to any Awards which may otherwise
      have  been  payable  under  the  Plan.

     (b)     Payment  of  Awards.  Amounts  payable  in  respect of vested Award
             -------------------
Units  (which are not forfeited for Cause) shall be paid to the Participant in a
lump  sum, in cash, after the end of the applicable Award Term and, in any event
within  ten  (10) days following the date on which the Committee makes the final
determination of the value of the Awards for such Award Term; provided, however,
that  in  the  event  of  a  Change of Control during an Award Term, all amounts
payable  hereunder  shall be paid to the Participants within thirty (30) days of
such  Change  of  Control.

7.   Withholding  Taxes
     ------------------

     The  Company  will deduct from all amounts paid under the Plan all federal,
state, local and other taxes required by law to be withheld with respect to such
payments.

8.   Assignability
     -------------

     Award  Units  shall  not  be  assigned,  pledged, hypothecated or otherwise
transferred  by a Participant for any reason whatsoever; provided, however, that
                                                         --------  -------
upon  the death of a Participant, the right to the proceeds of an Award shall be
transferred  to  the  Participant's  Beneficiary.

9.   No  Right  to  Employment
     -------------------------

     This  Plan  shall not confer upon any Participant any right with respect to
continuance  of  employment or other service with the Company or any Subsidiary,
nor  shall  it interfere in any way with any right the Company or any Subsidiary
would otherwise have to terminate such Participant's employment or other service
at  any time or to adjust such Participant's other compensation in any manner it
deems fit, except as otherwise provided in a Participant's employment agreement.


                                        5
<PAGE>
10.   Amendment,  Termination  and  Adjustments
      -----------------------------------------

     (a)     The  Committee, in its sole and absolute discretion, may, from time
to  time,  alter  or  amend  this  Plan,  except that, no amendment, which would
                                          -----------
adversely  affect  the  amount of any granted but unpaid Award of a Participant,
the  number  of  Award  Units  in  an  outstanding  Award  Pool  or granted to a
Participant on the Grant Date, or the value or amount of any Award as calculated
in  accordance  with the applicable Guidelines will become effective without the
prior  written  consent  of  such  affected  Participant.

     (b)     The  Committee,  in its sole and absolute discretion, may terminate
this Plan in its entirety at any time; provided that, except as provided in this
Subsection,  no  such  termination  shall,  without  the  written  consent  of a
Participant,  adversely  affect  the  amount  or value of any Award or any Award
Units granted to such Participant on the Grant Date, as calculated in accordance
with the applicable Guidelines.  Except as otherwise provided in an amendment to
the  Plan, all Target Awards and Awards granted prior to any termination of this
Plan  shall  continue  to be subject to the terms of this Plan.  Notwithstanding
the  foregoing,  upon  a complete termination of the Plan, the Committee, in its
sole  and  absolute  discretion,  shall  have  the  right  to change the time of
distribution  of  Participants'  Award Units under the Plan, including requiring
that  all  such  Award  Units be immediately distributed in the form of lump sum
cash payments.  In the event of a termination of the Plan prior to the end of an
Award Term, each Award Unit granted on the Grant Date shall be valued at $1,000.

     (c)     Any  amendment or termination of the Plan shall be in the form of a
written  instrument  executed  by  an officer of the Company on the order of the
Committee.  Such  amendment or termination shall become effective as of the date
specified in the instrument or, if no such date is specified, on the date of its
execution.

     (d)     Subject  to  the  provisions  of Sections 10(a) and (b) hereof, the
Committee  shall  make or provide for an adjustment in the total number of Award
Units  to be issued under this Plan as the Committee in good faith determines is
equitably  required  to  prevent  dilution  or  enlargement  of  the  rights  of
Participants  that  otherwise  would  result  from (i) any stock dividend, stock
split,  combination  of  shares,  recapitalization  or  any  other change in the
capital  structure  of  the  Company,  (ii) any merger, consolidation, spin-off,
split-off,  spin-out,  split-up, reorganization, partial or complete liquidation
or  other  distribution  of  assets,  issuance of rights or warrants to purchase
securities,  or  (iii) any other corporate transaction or event having an effect
similar  to  any  of  the  foregoing.

     (e)     Subject  to  the  provisions  of Sections 10(a) and (b) hereof, the
Committee  shall  make  or provide for any adjustment in the performance targets
set  forth  in  the  Guidelines  as  the  Committee  in good faith determines is
equitably  required to reflect any dispositions of assets, businesses, Divisions
or  Subsidiaries,  any  acquisitions,  joint ventures or other similar corporate
transactions,  or  the  decision to cease or discontinue any line of business of
the  Company  or  any Subsidiary, Division or any other corporate transaction or
event  having an effect similar to any of the foregoing; provided, however, that
                                                         --------  -------
no  such  adjustment  shall,  without  the  written  consent  of  a Participant,
adversely  affect the value or amount of any Award or any Award Units granted to
such  Participant  on  the  Grant  Date,  as  calculated  in accordance with the
applicable  Guidelines.

11.   Relation  to  Other  Benefits
      -----------------------------

     Any economic or other benefit to a Participant under this Plan shall not be
taken  into  account in determining any benefits to which the Participant may be
entitled  under  any profit-sharing, retirement or other benefit or compensation
plan maintained by the Company or any Subsidiary and shall not affect the amount
of  any  life  insurance  coverage  available  to any beneficiary under any life
insurance  plan  covering  employees  of  the  Company  or  any  Subsidiary.

12.   Miscellaneous
      -------------

     (a)     Limitation  on Rights of Participants; No Trust.  No trust has been
             ------------------------------------------------
created  by  the Company for the payment of Award Units granted under this Plan;
nor  have the grantees of Award Units been granted any lien on any assets of the
Company  to  secure  payment  of  such  benefits.  This  Plan represents only an
unfunded,  unsecured  promise  to pay by the Company  and the grantees hereunder
are unsecured creditors of the Company.  In furtherance of, but without limiting
the  foregoing,  the Company (and not the Subsidiaries) is solely liable for the
payment  of  any  Award  to  or  on  behalf  of  a  Participant.


                                        6
<PAGE>
     (b)     Payment  to  Guardian.  If  an  Award  is  payable to a minor, to a
             ---------------------
person declared incompetent or to a person incapable of handling the disposition
of his property, the Committee may direct payment of such Award to the guardian,
legal  representative  or  person  having  the  care  and custody of such minor,
incompetent  or  person.  The  Committee may require such proof of incompetency,
minority,  incapacity  or  guardianship  as it may deem appropriate prior to the
distribution of such Award.  Such payment shall completely discharge the Company
and  the  Subsidiaries  from  all  liability  with  respect  to  such  Award.

     (c)     Headings, Etc.  Headings are given to the sections of this Plan and
             -------------
the  Guidelines solely as a convenience to facilitate reference.  Such headings,
numbering  and  paragraphing shall not in any case be deemed in any way material
or relevant to the construction of this Plan or any provisions thereof.  The use
of the masculine gender shall also include within its meaning the feminine.  The
use  of  the singular shall also include within its meaning the plural, and vice
versa.

     (d)     Governing  Law.  The interpretation, performance and enforcement of
             ---------------
this Plan shall be governed by the laws of the State of Delaware, without giving
effect  to  the  principles  of  conflict  of  laws  thereof.

     (e)     Severability.  If  one  or  more  of the provisions of this Plan is
             ------------
invalidated  for any reason by a  court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions hereof,
and  the  remaining  provisions  hereof  shall  continue  to  be valid and fully
enforceable.

13.   Effective  Date
      ---------------

     The effective date of this Plan is May 29, 2003.


                                      WKI  HOLDING  COMPANY,  INC.


                                      By:     /s/  James  Sharman
                                         ---------------------------------------
                                              Name:
                                              Title:

                                      Date:        July 31, 2003
                                           -------------------------------------


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