EXHIBIT 10.2(c)

                            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 "WKI
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  WKI  Participants  (as  defined  below)  for  such  Award  Term.

2.     Definitions.  Except as otherwise provided in these WKI 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.

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)     WKI  Participants.  Exhibit  A  lists the eligible Participants for
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the current Award Term (each, a "WKI Participant") and the number of Award Units
granted  to  each WKI Participant on the Grant Date.  Each WKI Participant shall
be  notified in writing that he is eligible to receive an Award to be calculated
in  accordance  with  the  Plan  and these WKI 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 WKI Participant to receive payment for
any Award Units shall be determined (A) on the basis of the Company's Revenue in
year  3  of  the current Award Term and (B) on the basis of the Company's EBITDA
for  year  3  of  the  current  Award  Term  as  follows:

     If the Revenue and EBITDA of the Company 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
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     WKI 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.
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     For purposes of the Award for the current Award Term, the target Company
     EBITDA for year 3 of such Award Term shall be $102.5 million and the target
     Company Revenue for year 3 of such Award Term shall be $735.0 million.


          By  April 1st of the year following the end of the current Award Term,
the  Committee shall determine (A) the Company's Revenue for such Award Term and
(B) the Company's EBITDA for such Award Term.  Based upon the foregoing amounts,
the  Committee


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shall  determine  the  amount  of  the  cash  payment  to  be  paid  to each WKI
Participant  in  the  manner  provided  in  these  WKI  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 WKI
     Guidelines  or a WKI Participant's employment agreement, the forfeiture and
     acceleration  provisions  set  forth  in Section 6 of the Plan shall apply.

             (ii)  Notwithstanding  Section  3(d)(i)  above,  but subject to any
     provisions  in  an  OXO  Participant's  employment  agreement,  upon  the
     occurrence  of a Change of Control during the current Award Term, the Award
     Units  of  all  "Affected Participants" shall become vested and, in lieu of
     any  other  payments  to  such  Affected  Participant  pursuant  to the WKI
     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  WKI  Participants  (A)  who are employed by the Company or any
     Subsidiary  on  the  date of a Change of Control, (B) whose employment with
     the  Company  or  any Subsidiary is terminated 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) or (C) 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 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).

     (e)     Maximum  Award  Limit.  Notwithstanding  any other provision of the
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Plan  or  these WKI Guidelines, the total amount of any Award determined for any
WKI  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 a WKI Participant, the number of Award Units in
the outstanding Award Pool or granted to a WKI 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
WKI  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  WKI  Guidelines.


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