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                                                                EXHIBIT 10.5(c)
                                EKCO GROUP, INC.
                         Employees' Stock Ownership Plan

                                    Amendment


         WHEREAS, EKCO Group, Inc. (the "Employer") heretofore adopted the EKCO
Group, Inc. Employees' Stock Ownership Plan (the "Plan"); and

         WHEREAS, the Plan originally acquired shares of employer stock using
the proceeds of an exempt loan under Internal Revenue Code Section 4975(d)(3);
and

         WHEREAS, the trustee, pursuant to the terms of the Loan Agreement
effective as of March 30, 1995 (which Loan Agreement contains the terms of the
exempt loan) retained the right to return any financed shares held in the
suspense account under the Plan to the Employer in return for cancellation of
the Plan's indebtedness to the Employer, and for the reasons stated in the
Agreement of Surrender and Cancellation dated as of December 14, 1998, the
trustee determined that it would be in the best interests of the Plan
participants to do so, and accordingly, pursuant to such Agreement of Surrender
and Cancellation, did return the remaining suspense account shares to the
Employer in return for the Employer's delivery to the trustee of the promissory
note evidencing such exempt loan and an appropriate instrument of discharge; and

         WHEREAS, the Employer reserved the right to amend the Plan; and

         WHEREAS, the Employer desires to amend the Plan to reflect the
transactions summarized above (and to make other changes to reflect changes in
applicable provisions of the Internal Revenue Code), contingent upon the
Employer's obtaining a determination letter from the Internal Revenue Service to
the effect that this Amendment does not adversely affect the tax qualification
of the Plan under Code Section 401(a);

         NOW THEREFORE, the Plan is hereby amended, as follows:

         Part A: The amendments in this Part A are effective as of January 1,
                 1994.

         A1.    Section 3 of Article 13 is deleted, and Sections 4 and 5 are
                renumbered as Sections 3 and 4, respectively.

         A2.    Article 15, Section 4 is amended by deleting the reference to
                "Section 17.8" and by inserting in its place reference to
                "Article 5, Section 5".

         A3.    Article 15, Section 6 is amended by adding the following two new
                sentences at the beginning: "Allocations to a participant's
                account shall be determined under the terms of the plan in
                effect on the date as of which such allocations are credited to
                the participant's account. A participant's (or beneficiary's)
                rights with respect to
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                the investment of his account (for example, the election of
                diversification under Article 8) shall be as provided for under
                the terms of the plan as in effect on the date that the
                participant exercises such rights."

         Part B: The amendment in this Part B is effective as of December 12,
                 1994.

         B1. Article 15 is amended by adding the following new Section 13:

             "13 Credit for Military Service. Notwithstanding any other
             provision of this plan to the contrary, contributions and
             service credit with respect to qualified military service will be
             provided in accordance with Code Section 414(u)."

         Part C: The amendment in this Part C is effective as of January 1,
                 1995.

         C1. Article 12, Section 1.c.i is amended to read as follows: "$30,000,
             as adjusted under Code Section 415(d), or".

         Part D: The amendment in this Part D is effective as of January 1,
                 1997.

         D1. Subsection e of Section 1 of Article 12 is deleted and subsections
             f and g are renumbered as subsections e and f, respectively.

         Part E: The amendment in this Part E is effective as of August 5, 1997.

         E1. Article 15, Section 1 is amended by adding at the beginning of the
             first sentence the words "Except as required under Code Section
             401(a)(13),".

         Part F: The amendments in this Part F are effective as of January 1,
                 1998.

         F1. Article 2, Section 8.b is amended by deleting the parenthetical
             phrase.

         F2. Article 5, Section 2.a is amended by deleting the third sentence
             thereof.

         F3. Article 15 is amended by adding the following new Section 14:

             "14. Correction of Mistakes in Plan Operation. If as a result of a
             mistake in plan operation or administration (including by way of
             illustration and not by way of limitation, the omission of an
             employee who should have become a participant, the crediting of the
             wrong amount to a participant's accounts, and similar mistakes),
             the plan administrator may take such steps as the plan
             administrator determines are necessary or proper to correct the
             mistake (i.e., to put the affected participant(s) in the same
             position he (they) would have been in if the mistake had never
             occurred). In so doing, the plan administrator may apply a
             correction methodology promulgated in any program of the IRS, such
             as EPCRS."

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         Part G: The amendments in this Part G are effective as of January 1,
                 1999.

         G1. Article Six, Section 3 is amended in its entirety to read as
             follows:

             "3. Method of allocation. Allocations to employer stock accounts
             and dollar accounts as of the end of a plan year will be based on
             the ratio that each eligible participant's compensation bears to
             the total compensation of all eligible participants for the plan
             year."

         G2. The first sentence of Section 3.b.i Article 7, is replaced by the
             following three sentences: "If a participant has terminated
             employment, payments must commence no later than the April 1
             following the calendar year in which he reaches age 70 1/2. For a
             participant who continues in employment after age 70 1/2, payments
             must start by the April 1 of the calendar following the calendar
             year in which the participant terminated employment. However, if a
             participant who is actively employed by the employer is a 5% or
             greater owner of the employer (or any parent or other affiliate of
             the employer), such participant must nevertheless start receiving
             payments by the April 1 following the calendar year in which he
             reaches age 70 1/2."

         G3. The last paragraph of Section 3.b of Article 7 is amended in its
             entirety to read as follows:

             "Payments under either of the above rules must always be at least
             as large and timely as is required by Code Section 401(a)(9) and
             the regulations thereunder."

         Part H: The amendments in this Part H are effective as of December
                 14, 1998.

         H1. Article 6, Section 2.c is amended by adding the following new
             second paragraph:

             "At any time when there is no exempt loan outstanding, there will
             be no suspense account (except to hold shares of employer stock
             released from the suspense account pending their allocation to
             participants' accounts at the end of the applicable plan year).
             Accordingly, on and after December 14, 1998, there is no suspense
             account in existence."

         H2. Article 6, Section 4.a.iv(1) is amended by adding the words
             "(provided that any such exempt loan is outstanding on the date
             that the plan receives any such dividends)" after the words
             "amounts owed on exempt loans".

         H3. Article 9, Section 1.a.iii is amended by adding the following new
             sentence at the end: "This subsection (iii) will not apply at any
             time when there is no suspense account; accordingly, on and after
             December 14, 1998, this subsection will not apply because there is
             no suspense account thereafter."

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         H4. Article 9, Section 2.c is amended by adding the following sentence
             at the end: "This subsection (c) will not apply at any time when
             there is no suspense account; accordingly, on and after December
             14, 1998, this subsection will not apply because there is no
             suspense account thereafter."

         Part I: The amendment in this Part I is effective as of January 1,
                 2000.

         I1. Article 12, Section 2.e is amended by adding the following new
             language at the end: "Notwithstanding the foregoing provisions of
             this subsection e, subject to any requirements or limitations
             contained in any applicable regulations or rulings of the Internal
             Revenue Service, the requirements of this subsection e shall not
             apply on or after January 1, 2000."

         The effectiveness of the foregoing amendments is contingent upon the
receipt by EKCO Group, Inc. of an Internal Revenue Service determination letter
that the Plan, as amended by the foregoing amendments, continues to be qualified
under Code Section 401(a). The Employer will promptly file the foregoing
amendment with an application for such a determination letter with the
appropriate office of the Internal Revenue Service. Upon receipt of such a
favorable determination letter, the foregoing amendments will become effective
with the effective dates specified above.

         IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has
caused this Amendment to be executed on the 25th day of May, 1999.

                                    EKCO GROUP, INC.


                                    By: /s/ DONATO A. DeNOVELLIS
                                    ----------------------------
                                    Donato A. DeNovellis
                                    Chief Financial Officer and
                                    Executive Vice President,
                                    Finance & Administration




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