<PAGE>   1

                                                                    Exhibit 10.5
                                                                    ------------

                                    FORM OF

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                    BETWEEN

                                EKCO GROUP, INC.

                                      AND

                              [NAME OF EXECUTIVE]
                              -------------------

                                     AS OF

                                  May 25, 1995


<TABLE>
<CAPTION>
 SECTION                                                           PAGE
 -------                                                           ----
  <S>                                                           <C>
  1.  Employment                                                     1

  2.  Principal Location                                             1

  3.  Compensation                                                   2

  4.  Reimbursement of Expenses                                      3

  5.  Term and Termination                                           3

  6.  Letter of Credit                                               10

  7.  Additional Insurance at Group's Option                         11

  8.  Gross-Up Payments                                              12

  9.  Confidentiality and Non-Competition                            13

  10. Definitions                                                    16

  11. Arbitration                                                    20

  12. General                                                        21

                                                                EXHIBIT
                                                                -------

 Letter of Credit                                                   A

 Example of Calculation of Severance Payment                        B
</TABLE>

<PAGE>   2
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT


               AMENDED AND RESTATED AGREEMENT made as of the 25th day of May,
1995, (the "Effective Date") by and between Ekco Group, Inc., a Delaware
corporation ("Group") with its principal place of business in Nashua, New
Hampshire and [NAME OF EXECUTIVE] ("Executive"), of [ADDRESS OF EXECUTIVE].

               WHEREAS, Executive is currently employed by Group pursuant to an
Employment Agreement dated as of November 6, 1991, as amended; and

               WHEREAS, Group and Executive desire to amend and restate the
terms and conditions of Executive's employment by Group as set forth in this
Agreement;

               NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained, the parties covenant and agree as follows:

1.             EMPLOYMENT.  Group hereby employs Executive and Executive hereby
               accepts employment as an executive employee of Group to perform
               such executive and managerial services as may be assigned to him
               by or under the authority of the Board of Directors (such term,
               and all other capitalized terms not otherwise defined in this
               Agreement shall have the meaning set forth in Section 10 of this
               Agreement), consistent with such status as an executive
               employee.  Executive agrees to use his best efforts, skills and
               abilities faithfully to promote the interests of Group and to
               perform such services as may be required of 7him by Group from
               time to time consistent with his status, to the reasonable
               satisfaction of the Board of Directors.  Without limiting the
               generality of the foregoing, Executive agrees to serve as [JOB
               TITLE] of Group (if and so long as he is elected to that office
               by the Board of Directors) and to serve without additional
               compensation as a director, executive officer or executive
               employee of such Affiliates as Group may from time to time
               reasonably request.  Executive agrees to work exclusively for
               Group and such Affiliates as his full-time employment during the
               term of this Agreement, except as Group and Executive may
               otherwise agree in writing from time to time.

2.             PRINCIPAL LOCATION.  Executive shall perform the duties of his
               office generally in, and shall not be obligated to maintain his
               office in any place other than, Nashua, New Hampshire or within
               the metropolitan Boston, Massachusetts area, provided, however,
               that Executive shall be obligated





                                       1
<PAGE>   3
               to take such trips outside of such area as shall be reasonably
               necessary in connection with his duties and Group shall pay all
               reasonable costs of travel and living expenses incurred in
               connection therewith.  Furthermore, if Group's principal
               executive office is relocated to a location outside Nashua, New
               Hampshire or the greater Boston metropolitan area, Executive
               shall, subject to his rights upon an event of Constructive
               Termination following a Change of Control under Section 5.3.4,
               be obligated to perform his duties at such relocated principal
               office and Group shall pay Executive all reasonable expenses
               incurred by Executive in relocating to such new area.

3.             COMPENSATION.

3.1            Except as otherwise provided in this Agreement, for his services
               and agreements hereunder Executive shall receive from Group the
               following compensation:

3.1.1                   Salary at the annual rate of  [AMOUNT OF CASH SALARY]
                        Dollars ($_____________)(the "Base Salary"), payable in
                        equal installments in accordance with Group's pay
                        policy and in any event not less frequently than
                        monthly.  The Base Salary shall be subject to increase
                        from time to time as determined by the Board of
                        Directors or the Compensation Committee in its sole
                        discretion pursuant to a review of Executive's
                        performance by the Board of Directors or the
                        Compensation Committee, which review shall be conducted
                        at such time as the Board of Directors or the
                        Compensation Committee shall determine, but in any
                        event at least once during each twelve (12) months of
                        the term of this Agreement.  The Base Salary as from
                        time to time increased is referred to herein as the
                        "Adjusted Cash Salary."

3.1.2                   Such other monetary compensation by way of bonus or
                        otherwise, if any, as may be determined from time to
                        time by the Board of Directors or the Compensation
                        Committee in its sole discretion;

3.1.3                   Such fringe benefits (including, without limitation,
                        vacation time, group life, split-dollar life, long term
                        and short term disability, medical, dental and other
                        insurance, retirement, including, but not limited to,
                        Group's Executive Supplemental Retirement Plan,
                        pension, profit-sharing and similar plans) as Group may
                        provide from time to time for its executive employees,
                        whether or not the category of such benefits is
                        addressed in this





                                       2
<PAGE>   4
                        Agreement, it being understood that Executive shall be
                        entitled to the greater of each benefit addressed in
                        this Agreement and that provided by Group for its
                        executive employees generally. Group shall in any
                        event, whether or not such coverage is provided for
                        other executive employees, provide Executive group life
                        or other life insurance at its expense with a death
                        benefit equal to at least four (4) times Executive's
                        Adjusted Salary, in addition to any other life
                        insurance payable to Executive or his beneficiaries
                        under this Section 3.1.3, Section 5.4.1.3 below or any
                        life insurance for which Executive pays premiums; and

3.1.4                   Such other compensation pursuant to such executive
                        bonus plans, restricted stock purchase plans, stock
                        option plans or other stock plans, available to
                        executive employees of Group from time to time, as the
                        Board of Directors or the Compensation Committee may in
                        its sole discretion determine.

4.             REIMBURSEMENT OF EXPENSES.  Group shall reimburse Executive for
               travel, entertainment and other business expenses reasonably
               incurred by him in connection with the business of Group and its
               Affiliates to the extent and in a manner consistent with then
               Group policy.

5.             TERM AND TERMINATION.

5.1.           TERM.  The term of this Agreement and Executive's employment
               hereunder shall commence on the Effective Date and continue
               until terminated as hereinafter set forth.  For the purposes of
               this Agreement, the date of termination shall be the effective
               date of termination of Executive, rather than the date of notice
               thereof.

5.2.           TERMINATION BY EXECUTIVE.

5.2.1                   Executive's employment may be terminated at any time by
                        Executive by written notice of at least three (3)
                        months to Group, which time period may be waived, in
                        whole or in part, by Group in its discretion in which
                        event Executive's employment shall end on such earlier
                        date as agreed by Group and Executive.

5.2.2                   Except as provided in Section 5.2.3, if Executive's
                        employment is terminated pursuant to Section 5.2.1,
                        Executive shall not be entitled as of the date of
                        termination to any further compensation under this





                                       3
<PAGE>   5
                        Agreement of any kind or nature, except for Accrued and
                        Unpaid Salary and Expenses.
                        
5.2.3                   However, if such notice is given after six (6) months
                        after but within twenty four (24) months after a Change
                        of Control (a "Change of Control Notice"), unless such
                        Change of Control shall have been approved by a
                        resolution adopted by the Board of Directors with at
                        least two-thirds (2/3) of the then serving Group
                        directors who are Group directors as of the date hereof
                        voting in favor, then upon such termination by
                        Executive pursuant to Section 5.2.1, Group shall
                        provide and Executive (or his Estate) shall be entitled
                        to receive:

5.2.3.1                 Within thirty (30) days of the date of such termination
                        a two (2) year Lump Sum Payment Amount;

5.2.3.2                 A Gross-Up Payment as set forth in Section 8 of this
                        Agreement;

5.2.3.3                 Continuation of all fringe benefits referred to in
                        Section 3.1.3, including, but not limited to, Medical,
                        Dental and Life Insurance Coverage Continuation for a
                        period of two (2) years from the date of termination;

5.2.3.4                 Accrued and Unpaid Salary and Expenses;

5.2.3.5                 Outplacement Benefits; and

5.2.3.6                 In the event of termination as provided in this Section
                        5.2.3, Executive shall not be entitled to payments
                        under both this Section 5.2.3 and Section 5.3.4.2.  Any
                        compensation payable under this Section 5.2.3 shall be
                        paid notwithstanding Executive's total and permanent
                        disability or death occurring after termination of his
                        employment hereunder.  In the event Executive dies or
                        becomes totally and permanently disabled after the date
                        of any such notice but prior to the date of termination
                        of his employment under this Section 5.2.3, the
                        provisions of this Section 5.2.3 and not the provisions
                        of Section 5.4 or 5.5 shall apply, provided that in the
                        event of Executive's total and permanent disability
                        during such time, Executive shall also be entitled to
                        each benefit that Group then provides to its executive
                        employees upon and during the continuance of total and
                        permanent disability to the extent such benefit exceeds
                        those specified in this Section 5.2.3.





                                       4
<PAGE>   6
5.3.           TERMINATION BY GROUP; CHANGE OF CONTROL; AND CONSTRUCTIVE
               TERMINATION.

5.3.1                   Executive's employment may be terminated at any time by
                        Group, with or without Good Cause, by written notice to
                        Executive, effective immediately unless otherwise
                        stated in such notice.

5.3.2                   TERMINATION BY GROUP WITH GOOD CAUSE.  In the event
                        Group shall terminate Executive's employment for Good
                        Cause, then Executive shall not be entitled as of the
                        date of termination to any further compensation under
                        this Agreement of any kind or nature, except for
                        Accrued and Unpaid Salary and Expenses.

5.3.3                   TERMINATION BY GROUP WITHOUT GOOD CAUSE PRIOR TO A
                        CHANGE OF CONTROL.

5.3.3.1                 In the event Executive's employment hereunder is
                        terminated by Group without Good Cause prior to a
                        Change of Control, then subject to Section 5.3.3.2
                        Group shall provide and Executive (or his Estate) shall
                        be entitled to the following:

5.3.3.1.1               A one (1) year Lump Sum Payment Amount payable within
                        thirty (30) days of the date of termination;

5.3.3.1.2               Executive shall immediately upon termination pursuant
                        to this Section 5.3.3 have the unconditional,
                        unencumbered and free right, title and interest in all
                        shares of stock of Group which were granted, sold or
                        optioned (subject, if Executive elects to exercise
                        unexercised rights, to his obligation to pay the option
                        exercise price or other purchase price to the extent
                        theretofore not paid) to Executive by Group at any time
                        prior to the date of termination as if all restrictions
                        imposed by Group had lapsed and all events necessary to
                        vest in Executive such rights, including the lapsing of
                        time, had occurred, and Group shall take all such
                        actions as may be necessary to release any then
                        existing restrictions imposed by Group and waive any
                        rights to repurchase such shares;

5.3.3.1.3               Medical, Dental and Life Insurance Coverage
                        Continuation for a period of one (1) year from the date 
                        of termination;

5.3.3.1.4               Accrued and Unpaid Salary and Expenses;





                                       5
<PAGE>   7
5.3.3.1.5               Outplacement Benefits; and

5.3.3.1.6               Gross-Up Payment

5.3.3.2                 Any compensation payable under this Section 5.3.3 shall
                        be paid notwithstanding Executive's total and permanent
                        disability or death subsequent to Group's notice of
                        termination.  In the case of termination of his
                        employment under this Section 5.3.3, Executive shall
                        not be entitled as of the date of termination to any
                        other compensation under this Agreement, except as
                        provided in this Section 5.3.3, provided that in the
                        event of Executive's total and permanent disability at
                        such time, Executive shall also be entitled to all of
                        the benefits Group then provides to its executive
                        employees upon and during the continuance of total and
                        permanent disability.

5.3.4                   CHANGE OF CONTROL; CONSTRUCTIVE TERMINATION; SUBSEQUENT
                        TERMINATION BY GROUP WITHOUT GOOD CAUSE.

5.3.4.1                 Immediately upon a Change of Control while Executive is
                        employed hereunder, and without regard to whether or
                        not Executive's employment is terminated, whether a
                        Constructive Termination occurs at such time or
                        thereafter or the manner of any subsequent termination
                        of Executive's employment, Executive shall immediately
                        have the unconditional, unencumbered and free right,
                        title and interest in all shares of stock of Group
                        which were granted, sold or optioned (subject, if
                        Executive elects to exercise unexercised rights, to his
                        obligation to pay the option exercise price or other
                        purchase price to the extent theretofore not paid) to
                        Executive by Group at any time prior to the Change of
                        Control as if all restrictions imposed by Group had
                        lapsed and all events necessary to vest in Executive
                        such rights, including the lapsing of time, had
                        occurred, and Group shall take all such actions as may
                        be necessary to release any then existing restrictions
                        imposed by Group and waive any rights to repurchase
                        such shares.

5.3.4.2                 If following a Change of Control there shall be either
                        an event of Constructive Termination or termination by
                        Group of Executive's employment without Good Cause,
                        then Group shall provide and Executive (or his Estate)
                        shall be entitled to the following:





                                       6
<PAGE>   8
5.3.4.2.1               Within ten (10) days of such event a two (2) year
                        Lump-Sum Payment Amount.  For the purposes of this
                        Section 5.3.4, the time when a Constructive Termination
                        occurs shall be the day any event occurs which is
                        included in the definition of Constructive Termination;

5.3.4.2.2               Executive shall immediately upon termination pursuant
                        to this Section 5.3.4 have the unconditional,
                        unencumbered and free right, title and interest in all
                        shares of stock of Group which were granted, sold or
                        optioned (subject, if Executive elects to exercise
                        unexercised rights, to his obligation to pay the option
                        exercise price or other purchase price to the extent
                        theretofore not paid) to Executive by Group at any time
                        prior to the date of termination as if all restrictions
                        imposed by Group had lapsed and all events necessary to
                        vest in Executive such rights, including the lapsing of
                        time, had occurred, and Group shall take all such
                        actions as may be necessary to release any then
                        existing restrictions imposed by Group and waive any
                        rights to repurchase such shares;

5.3.4.2.3               Medical, Dental and Life Insurance Coverage
                        Continuation for a period of two (2) years from
                        the date of termination;

5.3.4.2.4               Accrued and Unpaid Salary and Expenses;

5.3.4.2.5               Outplacement Benefits; and

5.3.4.2.6               Gross-Up Payment.

5.4.           TERMINATION UPON DEATH.

5.4.1                   This Agreement, except for the provisions of Sections
                        8, 9, 11 and 12, shall terminate upon the death of
                        Executive, provided that Executive's Estate shall have
                        the right to receive, and Group shall be obligated to
                        pay or provide to Executive's Estate the following:

5.4.1.1                 Executive's Estate shall immediately upon such
                        termination have the unconditional, unencumbered and
                        free right, title and interest in all shares of stock
                        of Group which were granted, sold or optioned (subject,
                        if Executive's Estate elects to exercise unexercised
                        rights, to the obligation to pay the option exercise
                        price or other purchase price to the extent theretofore
                        not paid) to Executive by Group at any time prior to
                        his death as if all restrictions imposed by Group had





                                       7
<PAGE>   9
                        lapsed and all events necessary to vest in Executive
                        such rights, including the lapsing of time, had
                        occurred, and Group shall take all such actions as may
                        be necessary to release any then existing restrictions
                        imposed by Group and waive any rights to repurchase
                        such shares.

5.4.1.2                 All of the benefits Group provides to its executive
                        employees as provided in Section 3.1.3 to the extent
                        such benefits are greater than those specified in this
                        Agreement;

5.4.1.3                 A lump-sum payment equal to the Adjusted Salary in
                        effect at the date of death payable no later than sixty
                        (60) days after the date of death.  To secure such
                        payment, Group may in its discretion maintain life
                        insurance on Executive's life payable to his Estate or
                        other beneficiary, which life insurance coverage shall
                        be in addition to the amount provided for pursuant to
                        the provisions of Section 3.1.3 above (or any life
                        insurance for which Executive pays premiums), and to
                        the extent benefits are paid pursuant to such insurance
                        coverage maintained by Group under this Section
                        5.4.1.3, Group's commitment under this Section 5.4.1.3
                        shall be satisfied; and

5.4.1.4                 Accrued and Unpaid Salary and Expenses.

5.5.           TERMINATION UPON DISABILITY.

5.5.1                   This Agreement shall terminate if, by virtue of total
                        and permanent disability, Executive is unable to
                        perform his duties hereunder, provided that Executive's
                        (or his legal representative's) right to receive, and
                        Group's obligations to pay, amounts as a result of such
                        termination shall survive any such termination.

5.5.2                   The determination that, by virtue of total and
                        permanent disability, Executive is unable to perform
                        his duties hereunder shall be made by a physician
                        chosen by Group and reasonably satisfactory to
                        Executive (or his legal representative).  The cost of
                        such examination shall be borne by Group.  Without
                        limiting the generality of the foregoing, unless
                        otherwise agreed, Executive shall be conclusively
                        presumed to be totally and permanently disabled
                        hereunder if for reasons involving mental or physical
                        illness or physical injury he fails to perform such
                        duties for a period of one hundred and eighty (180)





                                       8
<PAGE>   10
                        consecutive calendar days or for any periods
                        aggregating one hundred and eighty (180) days or more
                        in any twelve (12) month period.  For purposes of this
                        Section 5.5, the date of termination in the event of
                        such total and permanent disability shall be the
                        earlier of the date of such physician's examination
                        pursuant to which such determination is made or the
                        first business day after which such 180-day period has
                        expired.

5.5.3                   In the event of such a termination as a result of
                        Executive's total and permanent disability, all
                        compensation hereunder shall terminate, Executive shall
                        immediately upon such termination have the
                        unconditional, unencumbered and free right, title and
                        interest in all shares of stock of Group which were
                        granted, sold or optioned (subject, if Executive or his
                        Estate elects to exercise unexercised rights, to his
                        obligation to pay the option exercise price or other
                        purchase price to the extent theretofore not paid) to
                        Executive by Group at any time prior to the effective
                        date of termination as if all restrictions had lapsed
                        and all events necessary to vest in Executive such
                        rights, including the lapsing of time, had occurred,
                        and Executive shall be entitled to and Group shall pay
                        to Executive the following:

5.5.3.1                 Amounts at the rate of the Adjusted Cash Salary in
                        effect at the date of such termination, payable in the
                        manner specified in Section 3.1.1, for a period of
                        twelve (12) months following the date of such
                        termination at the rate of one-twelfth of such Adjusted
                        Cash Salary per month, LESS the amount of any
                        disability insurance proceeds actually paid to or for
                        the benefit of Executive (or his Estate) with respect
                        to such twelve (12) months following the date of
                        termination under any disability policy the premiums
                        for which have been paid by Group or any Affiliate.
                        During such twelve (12) months following termination of
                        this Agreement as a result of Executive's permanent and
                        total disability, Group shall maintain at Group's sole
                        expense the life insurance policies referred to in the
                        second sentence of Section 3.1.3. and in Section
                        5.4.1.3 if then in force and, in the event of
                        Executive's death during the twelve (12) months
                        following such termination, shall pay the death benefit
                        provided for in Section 5.4.1.3 notwithstanding the
                        prior termination of this Agreement as a result of
                        Executive's total and permanent disability, in addition





                                       9
<PAGE>   11
                        to the life insurance benefits payable to the
                        beneficiaries of the policies referred to in Section
                        3.1.3 which shall be payable in the event of
                        Executive's death during such period of twelve (12)
                        months;

5.5.3.2                 Medical, Dental and Life Insurance Coverage
                        Continuation for a period of one (1) year from the date 
                        of termination;

5.5.3.3                 Accrued and Unpaid Salary and Expenses;

5.5.3.4                 Continuation of each of the medical, dental and other
                        benefits which Group provides to its permanently
                        disabled executive employees in accordance with Group's
                        then existing policy to the extent each benefit is
                        greater than that specified in this Section 5.5; and

5.5.3.5                 Outplacement Benefits.

6.             LETTER OF CREDIT.  In order to assure Executive the prompt
               payment of amounts due him under Section 5 of this Agreement,
               Group agrees to continue to secure and to keep in place one or
               more irrevocable letter(s) of credit from Fleet Bank of
               Massachusetts, N.A. or another bank reasonably acceptable to
               Executive in the initial amount of two and one-half (2 1/2)
               times Executive's Adjusted Salary, in substantially the form of
               Exhibit A, or upon other terms reasonably acceptable to
               Executive, which shall allow Executive (or his legal
               representative) to draw down amounts due him under Section 5 of
               this Agreement upon certification by Executive (or his legal
               representative) that payments are due him pursuant to this
               Agreement.  The amount of the letter(s) of credit shall be
               adjusted at least annually to reflect changes in Executive's
               salary, so that it shall at all times be at least two and
               one-half (2 1/2) times the Adjusted Salary.  In addition, the
               letter(s) of credit (or a separate letter of credit) shall
               include an amount which Group, in its reasonable judgment,
               determines is necessary to secure Group's obligations under any
               stock appreciation right plan or other equity-linked plan (other
               than the ESOP), provided, however, that such amount need not
               include any amount with respect to stock options, restricted
               stock subject to repurchase rights, or any equity plan giving
               Executive ownership of shares.  An initial determination of the
               amount necessary to secure such equity-linked obligations shall
               be made on the date of grant to Executive of such equity-linked
               right, and the amount shall subsequently be adjusted at least
               annually to reflect the





                                       10
<PAGE>   12
               value on such date of such rights.  A failure by Group to keep
               such letter(s) of credit in effect, or to renew or to make
               alternate arrangements to secure its obligations in the amount
               required hereunder, by way of an escrow agreement, trust, or
               other device, which arrangements shall be reasonably
               satisfactory to Executive, at least thirty (30) days prior to
               the expiration date of the letter(s) of credit or any such
               alternate arrangement shall constitute an event of default under
               this Agreement entitling Executive, after written notice to
               Group and the passage of a ten (10) day cure period without such
               default being cured, to all of the benefits accorded to him in
               the event of a termination by Group without Good Cause after a
               Change of Control pursuant to Section 5, without, however, the
               requirement that Executive terminate his employment hereunder.
               Group agrees to notify Executive within three (3) business days
               of any failure or inability to maintain or renew such letter(s)
               of credit or other device adopted pursuant to this Section.
               Notwithstanding the foregoing, at the election of the Board of
               Directors of Group by resolution of such Board with at least
               two-thirds (2/3) of the then-serving Group directors who are
               Group directors as of the date hereof voting in favor, the
               obligation to maintain letter(s) of credit shall be relieved to
               the extent amounts are contributed to a trust or trusts under
               the terms of which such amounts are specifically earmarked as
               security for payment of obligations under this Agreement and are
               at all times at least two and one-half (2 1/2) times the
               Adjusted Salary.  Such trust or trusts may contain a provision
               that its funds will be returned to Group so as to be available
               to its general creditors in the event of the bankruptcy of
               Group.  Group agrees that it will not take any action to
               prevent, hinder or delay the exercise by Executive of his rights
               to exercise the security provisions provided in this Section 6
               and, further, agrees to cooperate with Executive as may be
               necessary to enable Executive to exercise and obtain the
               benefits of such security provisions, in the absence of
               fraudulent or unlawful conduct on the part of Executive with
               respect to such exercise.

7.             ADDITIONAL INSURANCE AT GROUP'S OPTION.  Group, in its sole
               discretion, may apply for and procure in its own name (whether
               or not for its own benefit) policies of insurance insuring the
               life of Executive in such amounts as Group may deem advisable,
               in addition to insurance policies contemplated by Section 3.1.3
               and Section 5.4.1.3.  Executive shall have no right, title, or
               interest in any such policies of insurance, except to the extent
               his Estate or other persons are specifically named as
               beneficiaries





                                       11
<PAGE>   13
               thereof.  Executive agrees to submit to any medical or other
               examination and to execute and deliver any applications or other
               instrument in writing, reasonably necessary to effectuate such
               insurance.

8.             "GROSS-UP" PAYMENTS.  Executive shall be paid an additional
               amount ("Gross Up Payment") if any payments ("Payment Amounts")
               made to him (or his Estate) by Group or any of its Affiliates,
               under this Agreement or otherwise, are subject to the excise tax
               imposed by Internal Revenue Code Section 4999 or any successor
               Internal Revenue Code Section (the "Section 4999 Tax").  The
               Gross Up Payment shall be computed so that Executive (or his
               Estate) retains a net amount equal to the Payment Amounts after
               deduction of any Section 4999 Tax on the Payment Amounts and any
               Federal, state or local tax (including any Section 4999 Tax) on
               the Gross Up Payment.

               For the purposes of determining the amount of the Gross Up
               Payment, Executive shall be deemed to pay Federal, State and
               local income taxes at the highest marginal rate of taxation in
               the calendar year in which the Payment Amounts are taxable to
               him under Code Section 4999.  State and local income taxes shall
               be calculated based upon the state and locality of Executive's
               domicile in said calendar year.

               The determination of the amount of the Section 4999 Tax and
               whether such Section 4999 Tax is payable shall be made by tax
               counsel selected and paid for by Group and approved by
               Executive.  The Gross Up Payment shall be paid within thirty
               (30) days of such computation and in no event (without written
               consent of Executive) later than the last day of the calendar
               year with respect to which the Section 4999 Tax is imposed.

               If such determination is not finally accepted by the Internal
               Revenue Service upon audit, then tax counsel (selected and paid
               for under the above procedure) shall represent Executive in any
               such audit or appeal process thereafter and compute appropriate
               adjustments and additional Gross Up Payments as provided above,
               after which Group shall pay Executive such adjustment, and Group
               shall reimburse Executive for interest and other tax penalties,
               if applicable.





                                       12
<PAGE>   14
9.             CONFIDENTIALITY, INVENTIONS AND NON-COMPETITION.

9.1            Executive's agreements set forth in this Section 9 shall survive
               the expiration or termination of this Agreement and the
               termination of his employment with Group for any reason.

9.2            Executive acknowledges that irreparable injury would be caused
               to Group by his breach of any of the provisions of this Section
               9, and agrees that in the event of any such breach, Group and
               any of its Affiliates, in addition to such other rights and
               remedies as may exist in its favor, may apply to any court of
               law or equity having jurisdiction to enforce the specific
               performance of the provisions of this Section 9 and may apply
               for injunctive relief against any act which would violate any
               such provisions.

9.3            Executive recognizes that he now has knowledge of and/or may
               hereafter gain knowledge of, confidential information, trade
               secrets, confidential processes, confidential patentable or
               unpatentable inventions or confidential "know how", including,
               without limitation, techniques, formulae, designs, developments,
               projects, technical information and manufacturing process and
               distribution methods, relating to, or concerned with the
               business of Group and its Affiliates prior to the termination of
               this Agreement and their respective suppliers, customers,
               stockholders, licensors, licensees, and other persons or
               entities with which Group or its Affiliates has, has had, or may
               in the future have any commercial, scientific or technical
               relationship.  During the term of this Agreement and at all
               times following the termination of Executive's employment for
               any reason, Executive will not, directly or indirectly, divulge,
               furnish or make accessible to anyone (other than as required in
               the regular course of his employment by Group or with the
               consent of the Board of Directors) such information.  The
               prohibitions contained in this Section 9.3 shall not apply to
               information which is (a) within the domain of the general
               public; (b) generally known within the industry or industries in
               which Group or its Affiliates is involved; or (c) independently
               developed by Executive without utilization of confidential
               information gained while in the employ of Group; provided that
               Executive shall not have disclosed such information in violation
               of this Agreement.  All documents, records, apparatus, equipment
               and other physical property furnished to Executive by Group or
               any Affiliate of Group or produced by Executive or others in
               connection with his services to Group or any such Affiliate
               shall be and remain the sole property of Group.  Executive will
               return and deliver such property to Group as and when requested
               by





                                       13
<PAGE>   15
               Group.  Copies of documents and records may be kept, but shall
               be kept completely confidential to the same extent as other
               confidential information of Group.  Executive shall return and
               deliver all such property upon termination of his employment for
               any reason, and Executive will not take with him any such
               property or any reproduction of such property upon such
               termination.

9.4            Any work or research or the results thereof, made or developed
               by Executive, alone or in conjunction with others during the
               term of his employment, including but without limitation, any
               designs, patents, inventions, processes, know-how or formulae
               created, invented or conceived during the period of his
               employment by Group, whether during or out of the usual hours of
               work, which arise out of or are related to the business,
               research, or development work or field of operation of Group, or
               any of its Affiliates, shall to the extent of Executive's
               interest therein be the sole and exclusive property of Group,
               shall be disclosed in writing to Group and to no other person,
               unless so directed in writing by the Board of Directors, and
               Executive hereby assigns to Group all and any rights which he
               has or may acquire in the same.  To this end, both during the
               period of Executive's employment and at all times thereafter,
               Executive agrees to execute all necessary papers, instruments
               and documents properly required to effect such assignment to
               Group or its nominee, to make application through Group's patent
               attorney or general counsel at the expense of Group, for such
               United States and foreign patents as may be specified from time
               to time by Group on inventions, processes, or formulae which are
               or become the property of Group hereunder, and to execute
               assignments upon Group's request, for Executive's entire
               interest in all such applications to Group or to its nominee
               without compensation (other than his usual compensation as an
               employee of Group) and Executive agrees to give Group and its
               patent attorney or general counsel all reasonable assistance in
               preparing such applications, descriptions, and illustrations of
               each such invention, process, or formula and in connection with
               proceedings relating thereto or to such other applications or
               patents resulting therefrom; and further agrees to execute all
               lawful papers considered necessary by Group and do all that
               Group reasonably requests in order to protect Group's rights in
               said inventions, processes, and formulae or to obtain patents
               thereon, including, without limitation, continuations, reissues,
               renewals, and extensions.  It is further agreed that Executive's
               obligations specified hereunder shall not expire with the
               termination of this Agreement or his employment, but Group
               agrees to pay





                                       14
<PAGE>   16
               Executive a reasonable amount for any time that Executive spends
               in such work at Group's request after the termination of this
               Agreement or his employment hereunder and agrees to reimburse
               Executive for expenses reasonably or necessarily incurred in
               connection with such work.

9.5            In consideration of his continued employment by Group, and the
               other benefits accruing to him hereunder, and subject to the
               fulfillment by Group of its obligations to Executive hereunder,
               either directly or through draw-down under the letter(s) of
               credit or other device established pursuant to Section 6,
               Executive agrees that during the term hereof and for a period of
               twelve (12) months following the date of termination of
               Executive's employment pursuant to Section 5 provided that
               Executive has received and is continuing to receive all payments
               and benefits required to be paid and provided to him pursuant to
               this Agreement (such period of employment and twelve (12) month
               period being referred to in this Agreement as the
               "Non-Competition Period"), he will not engage or participate,
               directly or indirectly, within the United States of America or
               Canada either as principal, agent, employee, employer,
               consultant, stockholder, partner or in any other individual or
               representative capacity whatever, in the conduct or management
               of, or own any stock or other proprietary interest in, or debt
               of, any business which shall be competitive with any business
               which is or was conducted by Group or any Affiliate of Group,
               while Executive was an employee of Group, unless he shall have
               obtained the prior written consent of the Board of Directors,
               and which consent shall make express reference to this
               Agreement. Notwithstanding any other provision in this Section
               9, Executive shall be free without such consent to make
               investments, directly or indirectly, in the securities of any
               publicly-owned entity if his ownership thereof is limited to not
               more than three percent (3%) of the issued and outstanding
               securities of any class of securities of such entity.  Executive
               acknowledges that his skills and experience are such that he can
               anticipate finding employment at an executive level in a wide
               variety of industries and represents and agrees that the
               restrictions imposed by this Section 9 on employment are
               necessary for the protection of the legitimate interests and
               competitive position of Group and do not impose undue hardships
               on Executive.

9.6            During the Non-Competition Period, Executive shall not, directly
               or indirectly, solicit any officer, director,





                                       15
<PAGE>   17
               executive, employee or consultant of Group or any Affiliate of   
               Group to leave such employment or terminate such position.

10.            DEFINITIONS.

               As used in this Agreement, the following terms shall have the    
               following meanings:

10.1           "Accrued and Unpaid Salary and Expenses" shall mean such portion
               of Executive's Adjusted Cash Salary as has accrued by virtue of
               Executive's employment during the period prior to the date of
               termination and has not yet been paid, together with any amounts
               for expense reimbursement, vacation accruals and similar items
               which have been properly incurred or accrued in accordance with
               the provisions of this Agreement prior to the date of
               termination and have not yet been paid.

10.2           "Adjusted Salary" shall mean the Adjusted Cash Salary plus an
               amount equal to the amount of any salary increase(s) provided in
               the form of restricted stock or stock options beginning on
               January 1, 1995.

10.3           "Adjusted Cash Salary" shall have the meaning set forth in
               Section 3.1.1.

10.4           "Affiliate" shall mean any corporation, joint venture, or other
               business enterprise, whether incorporated or unincorporated,
               which Group directly, or indirectly through one or more
               intermediaries, controls or is controlled by, or is under common
               control with.

10.5           "Agreement" shall mean this Amended and Restated Employment
               Agreement.

10.6           "Base Salary" shall have the meaning set forth in Section 3.1.1.

10.7           "Board of Directors" shall mean the Board of Directors of Group.

10.8           "Change of Control" shall mean and shall be deemed to have
               occurred (i) if any "person" (as such term is used in Sections
               13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
               amended), other than Group or any employee stock plan of Group,
               is or becomes the beneficial owner, directly or indirectly, of
               securities of Group representing fifteen percent (15%) or more
               of the outstanding Common Stock of





                                       16
<PAGE>   18
               Group, or (ii) ten (10) days following the commencement of, or
               announcement of an intention to make, a tender offer or exchange
               offer the consummation of which would result in the beneficial
               ownership by any "person" of fifteen percent (15%) or more of
               the outstanding Common Stock of Group, provided, however, that
               at the conclusion of such ten (10) day period such person has
               not discontinued or rescinded his intention to make such a
               tender or exchange offer or (iii) if during any consecutive
               twelve (12) month period beginning on or after the date hereof
               individuals who at the beginning of such period were directors
               of Group cease, for any reason, to constitute at least a
               majority of the Board of Directors of Group; or (iv) if a merger
               of, or consolidation involving, Group in which Group's stock is
               converted into securities of another corporation or into cash
               shall be consummated, or a plan of complete liquidation of Group
               (whether or not in connection with a sale of all or
               substantially all of Group's assets) shall be adopted and
               consummated, or substantially all of Group's operating assets
               are sold (whether or not a plan of liquidation shall be adopted
               or a liquidation occurs), excluding in each case a transaction
               solely for the purpose of reincorporating Group in a different
               jurisdiction or recapitalizing Group's stock.

10.9           "Change of Control Notice" shall have the meaning set forth in
               Section 5.2.3.

10.10          "Compensation Committee" shall mean the Compensation Committee
               of the Board of Directors.

10.11          "Constructive Termination" shall be deemed to have occurred if
               and when (i) Executive's Adjusted Salary is decreased below the
               level in effect on the date of the last amendment of this
               Agreement, or the aggregate Adjusted Salary and incentive
               compensation or benefits available to be earned by Executive is
               directly or indirectly reduced or eliminated, or the bonus
               percentage applicable to Executive's participation in any
               compensation or bonus plan or arrangement is reduced, without
               Executive's consent, provided, however, that nothing herein
               shall be construed to guarantee Executive's bonus awards if
               performance is below applicable targets, or (ii) the importance
               of Executive's job responsibilities is reduced without
               Executive's consent, or (iii) a proposal is made to relocate
               Executive to a location other than Nashua, New Hampshire or the
               greater Boston, Massachusetts metropolitan area without his
               consent.





                                       17
<PAGE>   19
10.12          "Effective Date" shall have the meaning set forth in the first
               paragraph of this Agreement.

10.13          "ESOP" shall mean the Ekco Group, Inc. Employees' Stock
               Ownership Plan.

10.14          "Estate" shall mean Executive's estate, legal representative or
               beneficiaries as the context so requires.

10.15          "Executive" shall mean the individual defined as such in the
               first paragraph of this Agreement, and shall include the Estate
               of such individual where the context so requires.

10.16          "Good Cause" shall mean and be limited to a material breach of
               any of Executive's obligations under Section 1 or 9 hereof, or
               any action by Executive during the term of this Agreement
               involving willful malfeasance or gross (but not simple)
               negligence on the part of Executive in a material respect.
               Notwithstanding the foregoing, following a Change of Control,
               "Good Cause" shall not be deemed to have occurred unless (a) the
               conduct which is the basis for such material breach is either
               willful or intentionally unlawful and (b) Executive shall not
               have ceased such conduct and cured the effect thereof, if
               curable, so that such breach shall no longer be material within
               thirty (30) days after Executive shall have received written
               notice from Group of Group's intention to terminate Executive's
               employment for Good Cause, which notice shall specify in detail
               the basis therefor.

10.17          "Gross-Up Payment" shall have the meaning set forth in Section
               8.

10.18          "Group" shall mean Ekco Group, Inc., and its successors and
               permitted assigns.

10.20          "Lump Sum Payment Amount" shall mean a cash amount payable in a
               lump sum equal to the sum of (a) the Adjusted Salary in effect
               immediately prior to the date of such termination, plus (b) the
               maximum amount payable to Executive including all cash and the
               value of all equity based options and grants of stock except for
               equity based options and grants of stock issued pursuant to
               Section 6.6 of the 1995 Plan (as defined below) (the value of
               each stock option to be determined as of the grant date thereof
               and the value of each grant of restricted stock to be determined
               as of the date described hereinbelow by applying the
               Black-Scholes model where applicable or another recognized form
               of





                                       18
<PAGE>   20
               valuation if the Black-Scholes model is not applicable, with the
               value ascribed by Group to each such stock option and grant of
               restricted stock as of the aforementioned dates to be
               conclusively presumed to be the value thereof) under all
               compensation and bonus plans and arrangements identified in
               Sections 3.1.2, 3.1.3 and 3.1.4 for the fiscal year in which the
               date of the termination occurs, plus (c) the value of the
               securities, cash or other property which were allocated to
               Executive's account in the ESOP for the fiscal year immediately
               preceding the fiscal year in which the date of termination
               occurs (which shall be in addition to any distribution from the
               ESOP to which he is entitled thereunder), which sum shall be
               multiplied by the number of years specified in Sections 5.2.3.1,
               5.2.4.1., 5.3.3.1.1 and 5.3.4.2.1, respectively.  For purposes
               of calculating the amount of clause (b), the maximum payable
               under any plan shall generally be the maximum amount actually
               allocated to Executive, or if no such allocation was made, the
               amount, if any, specifically targeted for Executive.  However,
               for purposes of calculating the maximum payable under the 1995
               Restatement of Incentive Compensation Plan for Executive
               Employees of Ekco Group, Inc. and its Subsidiaries (the "1995
               Plan") for purposes of clause (b), (i) the annual bonus amount
               shall be the greatest of (x) the target award for the current
               fiscal year, (y) the target award for the prior fiscal year and
               (z) the amount of the award paid or payable with respect to the
               prior fiscal year, and (ii) the number of shares of restricted
               stock awarded as long-term incentive awards shall be equal to
               the number of such shares most recently awarded to Executive as
               a long-term grant pursuant to the 1995 Plan divided by the
               number of blocks in such grant.  Such shares shall be valued as
               of the date utilized by Group to calculate the number of shares
               issued to Executive, or if such date is not readily
               ascertainable, the date of issuance of the shares.  Attached
               hereto and incorporated herein as Exhibit B is an example
               ("Example") detailing the calculation of the Lump Sum Amount
               utilizing certain stated assumptions and including other
               severance payments.  The Example defines the manner and method
               for this calculation and for other severance payments and shall
               be followed in making severance payments hereunder.

10.20          "Medical, Dental and Life Insurance Coverage Continuation" shall
               mean the continuation of the medical, dental and life insurance
               coverage which Executive (including his family) shall have been
               receiving from Group as of the earlier of the date of
               Executive's termination and the date of notice of termination by
               either Group or Executive, from the date of termination until
               the earlier of (x) Executive's full-





                                       19
<PAGE>   21
               time employment by a third party who offers Executive at least
               comparable benefits in the particular benefit category or (y)
               the number of years or months specified in Sections 5.2.3.3,
               5.3.3.1.3, 5.3.4.2.3 and 5.5.3.2, respectively, following such
               date of termination.  If and to the extentGroup is not able to
               continue the applicable coverage of Executive under the terms of
               such group policies or other policies providing coverage for
               Executive, Group shall cooperate with Executive in any actions
               which may be necessary to allow Executive, to the extent
               possible, either (i) to buy such policy or (ii) to continue
               insurance coverage with the insurer writing Group's applicable
               group policy outside of Group's group plan or a substitute
               reasonably satisfactory to Executive, and in such event, Group
               shall pay to Executive 140% of the cost of such insurance
               coverage, but in no event more than twice the cost of such
               coverage allocable to Executive under the group or other policy
               covering him prior to termination.

10.21          "Non-Competition Period" shall have the meaning set forth in
               Section 9.5.

10.22          "Outplacement Benefits" shall mean outplacement services by a
               professional outplacement firm of Executive's choosing at the
               expense of Group, who shall engage such firm directly on behalf
               of Executive, provided, however, that Group's liability with
               respect to providing such services will be limited to one-half
               of Executive's Adjusted Salary.

10.23          "Payment Amount" shall have the meaning set forth in Section 8.

11.            ARBITRATION.

               Except with respect to the provisions of Section 9, any dispute
               or disagreement arising under or relating to the provisions of
               this Agreement, or any breach thereof, including, without
               limitation, relating to Section 1 hereof or to whether a
               termination of Executive's employment was with Good Cause, shall
               be resolved by binding arbitration in accordance with the
               Commercial Rules of the American Arbitration Association or its
               successor (except as set forth herein), and judgment upon the
               award rendered by the arbitrator or arbitrators may be entered
               in any court having jurisdiction thereof.  The decision of the
               arbitrators shall be made by majority vote and be final and
               absolute.  In any such arbitration, one arbitrator shall be
               selected by Group and one arbitrator shall be selected by
               Executive.  Each party shall have thirty (30) days from the
               receipt by one





                                       20
<PAGE>   22
               party of a notice from the other party of submission to
               arbitration to choose an arbitrator.  A third arbitrator shall
               be selected by the two (2) so chosen within ten (10) days of the
               selection of the most recently selected of the two arbitrators
               so chosen.  Failing action within any of such periods by any
               party or the arbitrators, any unappointed arbitrator or
               arbitrators shall be appointed by the American Arbitration
               Association (or its successor) upon application of any party or
               arbitrator.  The parties shall promptly furnish to the
               arbitrators such information as the arbitrators may reasonably
               request. The expenses of any arbitration proceeding shall be
               paid by Group (including Executive's attorney's fees and
               expenses) if Executive recovers any amount or otherwise obtains
               relief in such proceeding and by Executive (including Group's
               attorney's fees and expenses) if Executive initiated arbitration
               and there is a specific finding that Executive's claim was
               frivolous.  In all other circumstances, the expenses of such
               arbitration proceeding (not including attorney's fees and
               expenses, each party to bear such party's own attorney's fees
               and expenses) shall be divided equally. Arbitration shall take
               place in Nashua, New Hampshire, or such other place on which the
               parties shall agree. This Agreement and any arbitration
               proceeding are subject to N.H.R.S.A. ch. 542.

12.            GENERAL.

12.1           This Agreement is personal and shall in no way be subject to
               assignment by Executive.

12.2           This Agreement shall be binding upon and shall inure to the
               benefit of Group and its successors and assigns either by
               merger, operation of law, consolidation, assignment, purchase or
               otherwise of a controlling interest in the business of Group and
               Executive, his heirs, executors, administrators, legal
               representatives, and permitted assigns.  Group agrees that a
               successor in interest by merger, operation of law,
               consolidation, assignment, purchase or otherwise of a
               controlling interest in the business of Group will be informed
               prior to such event of the existence of this Agreement.  Group
               shall require any successor (whether direct or indirect, by
               purchase, merger, operation of law, consolidation, assignment or
               otherwise of a controlling interest in the business, stock or
               other assets of Group) to assume expressly and agree to perform
               this Agreement.  Failure of Group to obtain such assumption and
               agreement prior to the effectiveness of any such succession
               shall be a breach of this Agreement and shall





                                       21
<PAGE>   23
               entitle Executive to such compensation and benefits in the same
               amount and on the same terms as he would be entitled hereunder
               in the event of a termination without Good Cause after a Change
               of Control, except that, for the purposes of implementation
               hereof, the date on which any such succession becomes effective
               shall be deemed to be the date on which Executive becomes
               entitled to such compensation and benefits from Group.

12.3           The parties intend this Agreement to be enforced as written.
               However, (i) if any portion or provision of this Agreement shall
               to any extent be declared illegal or unenforceable by a duly
               authorized court of competent jurisdiction, then the remainder
               of this Agreement, or the application of such portion or
               provision in circumstances other than those as to which it is so
               declared illegal or unenforceable, shall not be affected
               thereby, and each portion and provision of this Agreement shall
               be valid and be enforceable to the fullest extent permitted by
               law; and (ii) if any provision, or any part thereof, is held to
               be unenforceable because of the duration of such provision or
               the area covered thereby, Group and Executive agree that the
               court making such determination shall have the power to reduce
               the duration and/or area of such provision, and/or to delete
               specific words and phrases ("blue-pencilling") and in its
               reduced or blue-pencilled form such provision shall then be
               enforceable and shall be enforced.

12.4           All notices and communications required or permitted to be given
               hereunder shall be duly given by delivering the same in hand, by
               reputable overnight delivery service or by depositing such
               notice or communication in the mail, sent by certified or
               registered mail, return receipt requested, postage prepaid, as
               follows:

               If sent to Group:                Ekco Group, Inc.
                                                98 Spit Brook Road
                                                Nashua, New Hampshire 03062
                                                Attention: Executive Vice 
                                                President, Secretary and
                                                General Counsel

               If sent to Executive:            To Executive's
                                                last address in
                                                the records of Group

               or such other address as either party furnishes to the other by  
               like notice.





                                       22
<PAGE>   24
12.5           This Agreement constitutes the entire agreement and
               understanding between the parties in relation to the subject
               matter hereof.  There are no promises, representations,
               conditions, provisions or terms related thereto other than those
               set forth in this Agreement.  This Agreement supersedes all
               previous understandings, agreements and representations between
               Group and Executive regarding Executive's employment by Group,
               written or oral.  The parties hereto acknowledge the existence
               of a certain Employment Agreement dated as of November 6, 1991,
               as amended, between the parties hereto.  Upon this Agreement
               becoming effective, this Agreement shall replace, supersede and
               be a substitute for the Restated Employment Agreement as so
               amended.

12.6           All captions in this Agreement are intended solely for the
               convenience of the parties, and none shall be deemed to affect
               the meaning or construction of any provision hereof.  Any
               references in this Agreement to a section shall be deemed to
               include all subsections of that section unless specifically
               excluded.

12.7           No failure of Group or Executive to exercise any power reserved
               to it or him, respectively, by this Agreement, or to insist upon
               strict compliance by Executive or Group, respectively, with any
               obligation or condition hereunder, and no custom or practice of
               the parties at variance with the terms hereof, shall constitute
               a waiver of Group's or Executive's right, as the case may be, to
               demand exact compliance with any of the terms hereof.  Waiver by
               either party of any particular default by the other party hereto
               shall not affect or impair the waiving party's rights with
               respect to any subsequent default of the same, similar or
               different nature, nor shall any delay, forbearance or omission
               of either party to exercise any power or right arising out of
               any breach or default by the other party of any of the terms,
               provisions or covenants hereof, affect or impair its or his
               right to exercise the same, nor shall such constitute a waiver
               by Group or Executive, as the case may be, of any right
               hereunder, or the right to declare any subsequent breach or
               default and to terminate this Agreement prior to the expiration
               of its term.

12.8           This is a New Hampshire contract and shall be construed under
               and be governed in all respects by the law of the State of New
               Hampshire.

12.9           Executive shall not be required to mitigate the amount of any
               payment provided for in this Agreement by seeking other





                                       23
<PAGE>   25





               employment or otherwise, nor shall the amount of any payment
               provided for herein be reduced by any compensation earned by
               Executive as the result of employment by another employer or by
               retirement benefits after the date of termination or otherwise,
               except as specifically set forth herein.

12.10          No amendment or modification to this Agreement shall be
               effective unless in writing and signed by both parties hereto.
               This Agreement may be executed in any number of counterparts,
               and each such counterpart hereof shall be deemed to be an
               original instrument, but all such counterparts together shall
               constitute but one agreement.


               IN WITNESS WHEREOF, Group has caused this Agreement to be
executed and delivered by its duly authorized officer and its corporate seal to
be hereunto affixed and Executive has hereunto set his hand and seal as of the
day and year first written above in duplicate originals.

                                        EKCO GROUP, INC.



                                        By___________________________



                                        ______________________________
                                        Executive





                                       24
<PAGE>   26


<TABLE>



                                   EXHIBIT A

<S>                                      <C>
                                         DOCUMENTARY CREDIT NO.________
                                         DATE OF ISSUE __________ , 199__

                                        
ISSUING BANK:                            APPLICANT:
FLEET BANK OF MASSACHUSETTS, N.A.        EKCO GROUP, INC.
    (Address of Bank)                    98 SPIT BROOK ROAD
------------------------------           SUITE 102                  
                                         NASHUA, NH 03062
------------------------------           
                                         ATTN:-------------------
------------------------------                       
ADVISING BANK:                           BENEFICIARY:
                                         (Name & Address of Executive)
                                         -----------------------------
                                                                      
                                         -----------------------------
                                                                      
                                         -----------------------------
                                         
                                         ACCOUNTING/CURRENCY:
                                         UP TO USD                    
                                                  --------------------
                                         
                                         UP TO                        
                                              ------------------------
                                         US DOLLARS
                                         
                                         DATE AND PLACE OF EXPIRY:
                                                      , 199   AT THE
                                         -------------     --       
                                         ISSUING BANK

</TABLE>

Dear Sir:

By the order of Ekco Group, Inc. we hereby open in your favor our Irrevocable
Credit for the account of Ekco Group, Inc. for a sum or sums not exceeding a
total of US $____________________________ (_________________________________ US
DOLLARS) available by your draft(s) at SIGHT on Fleet Bank of Massachusetts,
N.A.,__________________________, Massachusetts _________ effective
____________, 199__ and expiring at ______________________, Massachusetts on
______________, 199__.

Drafts must be accompanied by:





                                       25
<PAGE>   27





1.      The original Letter of Credit and any amendments thereto, if any.

2.      Your signed statement as follows:  "I certify that the amount of my
draft represents funds due me under Section _____ (insert section number) of a
certain Amended and Restated Employment Agreement dated as of          ,        
199__, between myself and Ekco Group, Inc., as such agreement may hereafter be
amended and/or restated, demand for payment has been made, and payment has not
been received by me from Ekco Group, Inc. or any other source."

Each draft must bear upon its face the clause:  "Drawn under Letter of Credit
No. _____________, dated ________________ of Fleet Bank of Massachusetts, N.A."

We hereby agree with you that drafts drawn under and in compliance with the
terms of this Letter of Credit will be duly honored if presented to Fleet Bank
of Massachusetts, N.A. _________________________________ , on or before
(expiration date) ______________, 199__.

This Letter of Credit sets forth in full terms of our undertaking, and this
undertaking shall not in any way be modified, amended or limited by reference
to any document, instrument or agreement referred to herein or in which this
Letter of Credit is referred to or to which this Letter of Credit relates,
except for the certificate and the sight draft referred to herein and any such
reference shall not be deemed to incorporate herein by reference any document,
instrument or agreement, except for such certificate and such sight draft.

Communications with respect to this Letter of Credit shall be in writing and
shall be addressed to us, if by registered mail to Fleet Bank of Massachusetts,
N.A., _______________________, Massachusetts __________________, Attention:
________________, or if by courier to Fleet Bank of Massachusetts, N.A.,
______________________________________________, Massachusetts
__________________, Attention _________________________, specifically
referring to the number of this Letter of Credit.

Except so far as otherwise expressly stated herein, this Letter of Credit is
subject to the "Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication 500 and engages us in
accordance with its terms.


    -------------------------                         -------------------------
    Authorized Signature                              Authorized Signature





                                       26
<PAGE>   28





<TABLE>
[NAME OF EMPLOYEE]                                                    EXHIBIT B

<S>                                                                                             <C>
ASSUMPTIONS:
------------

    Termination on July 15, 1996.         1x or 2x severance benefit, as defined.
    Current market value of common stock                       $15.000
                                                               -------

        Adjusted cash salary                                                                    $120,000
        1995 salary increase                                                                       6,000
        1996 salary increase                                                                       7,000
                                                                                                   -----
             Adjusted Salary                                                                     133,000
                                                                                                 -------

    Bonus:
        Current year target award                                                               $ 50,000
        Target award for prior fiscal year                                                        25,000
        Amount paid or payable for prior year                                                      5,000
<FN>
        Note: Executive elected to take 5% of bonus in cash, 50% in
        Restricted Stock and the balance in stock options.

    Relocation - Executive is partially relocated when terminated.

    Other:   Executive participates in the Supplemental Executive Retirement Plan.
             Executive is granted stock options and is offered and purchases Restricted Stock.
             Executive participates in Employee Stock Purchase Plan, 401k and ESOP.
</TABLE>
<TABLE>
TERMINATION BY GROUP WITHOUT GOOD CAUSE
---------------------------------------
<CAPTION>
LUMP SUM PAYMENT AMOUNT:                                                   1x                2x
                                                                           --                --
<S>                                                                     <C>              <C>
ADJUSTED SALARY                                                         $133,000         $266,000

MAXIMUM PAYABLE UNDER 3.1.2

    Greatest of this year's target, last year's
     target or last year's actual award                 $50,000           50,000          100,000
    Other-completion of relocation per
     company policy                                                        3,500            3,500
</TABLE>





                                       27
<PAGE>   29




<TABLE>
<S>                                                            <C>              <C>             <C>
MAXIMUM PAYABLE UNDER 3.1.3

    Supplemental Executive Retirement Plan:

        Increase in SERP value during severance period                           15,600           21,300

MAXIMUM PAYABLE UNDER 3.1.4

    Other compensation:
        Other Executive bonus plans                                                   0                0
        Restricted stock purchase plans:
             1995 grant                                         16,000
             Number of years in cycle                                5
             Annualized grant                                    3,200
             Market value on date of grant                     $ 7.500
                                                               -------
                Value of restricted stock                       24,000           24,000           48,000
                                                               -------                                 
             1996 grant                                          5,000
             Number of years in cycle                                5
             Annualized grant                                    1,000
             Market value on date of grant                     $ 8.000
                                                               -------
                Value of restricted stock                        8,000            8,000           16,000
                                                               -------                                  

        Stock option plans:
             Grant this fiscal year                              9,000
             Black Scholes value at date of grant              $  3.50
                                                               -------
             Value of option                                    31,500           31,500           63,000
        Other-Employee Stock Purchase Plan:
             # shares purchased this fiscal year                 1,000
             Current market value                              $15.000
                                                               -------
             Value of stock                                     15,000
                                                               -------
             benefit (15% discount from market)                  2,250            2,250            4,500
        Value of securities allocated to ESOP
          account in previous fiscal year
             Common shares allocated                               863
             Preferred shares allocated                          1,423
             Allocation of unvested forfeited shares                14
                                                               -------
                Total shares allocated                           2,300
                Current market value                           $15.000
                                                               -------
                Value of ESOP shares allocated                  34,500
                Dividends received not reflected
                 above                                             184
                                                               -------
                Total value of ESOP securities                  34,684           34,684           69,368
                 allocated
    OTHER PAYMENTS:
        Unpaid salary to date of termination                                      2,308            2,308

        Accrued vacation-weeks                                       5
        Weekly rate                                              2,308
                                                               -------
             Total                                                               11,538           11,538
</TABLE>





                                       28
<PAGE>   30





<TABLE>
        <S>                                                                    <C>              <C>
        Unreimbursed expenses (if applicable)
        Gross up payment (if applicable)

                Total payment                                                  $316,380         $605,514
                                                                               ========         ========
</TABLE>





                                        29
<PAGE>   31
          
<TABLE>

                                EKCO GROUP, INC.
                                ----------------
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                   -----------------------------------------

                                    SCHEDULE
                                    --------

               Each of the following employees of the Company has an
        Amended and Restated Employment Agreement with the Company which
        is substantially identical in form to the foregoing Form of
        Amended and Restated Employment Agreement except as to job title,
        Base Salary and certain references to participation in Company
        plans, and except in Mr. Whaley's Agreement the majority of
        obligations are to be performed by Woodstream Corporation and his
        life insurance benefit is a specified amount:

<CAPTION>
        Name and Job Title                    Base Salary
        ------------------                    -----------
        <S>                                     <C>
        Harry E. Whaley                         $176,528
        President, Woodstream Corporation

        Brian R. McQuesten                      $113,700
        Controller

        Linda R. Millman                        $112,550
        Associate General Counsel
         & Assistant Secretary
</TABLE>





                                        30