Exhibit 2.9

[on
the headed notepaper of National Westminster Bank Plc]

FORM OF WAIVER LETTER

|To:   |  | WATERFORD WEDGWOOD PLC (theCompany)
and each of the other Obligors (as defined in the Agreement referred to below)
|----- |  | ------------------------------------------------------------------------------------------------------------------
|From: |  | National Westminster Bank Plc
(acting with the approval of the Majority Banks) as Agent                           

30th
September, 2003

Dear
Sirs,

Re: Waterford Wedgwood Plc Euro, U.S. Dollars and Sterling Revolving Credit Facility dated 29th November, 1999, as amended and restated under the Amendment and Restatement
Agreement dated 4th March, 2002, (the Agreement)

We
refer to the Agreement and the Waiver Letter (as defined below). Terms defined in the Agreement and the Waiver Letter shall have the same meaning when used in this letter, save where
expressly defined otherwise.

1.     Waiver of certain rights

By a letter dated 23rd May, 2003, the Company requested the Banks to waive certain of their rights under the Finance Documents arising (or which may have arisen)
as a result of the Company failing to comply with the requirements of the financial covenants outlined in Clause 17.16(d) (Financial Covenants) of the Agreement as tested as at, or for the
period to, 30th June, 2003 (theFinancial Covenant Defaults).

By
a letter dated 3rd June, 2003 (theWaiver Letter), we confirmed, as Agent (acting with the approval of the Majority Banks), that the
Majority Banks had agreed subject to the terms and conditions of the Waiver Letter, not to exercise their rights under Clause 18.19 (Acceleration) of the Agreement which would otherwise have
arisen as a result of any Default under Clause 18.3 (Breach of other obligations) of the Agreement which is constituted by a Financial Covenant Default. This agreement came into
effect on the Effective Date (as defined in the Waiver Letter). The Company has now requested that the Banks waive any breach of the Financial Covenant Defaults which may have arisen or shall arise
(but for the waiver) at anytime provided that this waiver shall expire on 28th November, 2003 (theFirst Waiver).

Paragraph 2(h)
of the Waiver Letter stipulates that it will be an Event of Default under Clause 18.3(b) (Breach of other obligations) of the Agreement if a refinancing of
the Facilities satisfactory to the Banks is not put in place by 30th September, 2003. The Company has now requested that the Banks extend the date under paragraph 2(h) of the Waiver Letter to
28th November, 2003 (theSecond Waiver).

2.     Conditions

The Banks agree to the First Waiver and the Second Waiver (together theWaivers), but subject to the following
terms and conditions. This agreement comes into effect on the Effective Date (as defined in paragraph 3 below).

Failure
by the Company or any of its Subsidiaries to comply with any of the following terms and conditions will terminate the Waivers and be an Event of Default under
Clause 18.3(b) (Breach of other obligations) of the Agreement.

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The
Company acknowledges and agrees to these terms and conditions and undertakes to perform its obligations as set out below:



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The
above will not apply to:





The
Waivers are given on the basis that:



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3.     Effective Date

This letter, and all of the obligations contained within, will take effect from the date on which the Agent receives a copy of this letter duly executed by the
Company and each other Obligor (theEffective Date). If the Effective Date has not occurred by the close of business in London on 3rd
October, 2003, this letter shall cease to have any effect.

4.     Representation

The Company represents and warrants that the opinions, projections and forecasts in the budget of the Company for the financial year commencing on 1st April,
2003, which was delivered to the Banks with the Company's presentations on 24th September, 2003 and previously reviewed by KPMG in their report dated 19th September, 2003 and the assumptions on which
that budget was based, were arrived at after due and careful consideration and enquiry and genuinely represented its views.

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5.     Miscellaneous

Each Obligor enters into this letter on its own behalf.

Each
Obligor makes the representations in Clauses 16.2 (Status) and 16.5 (Non-conflict) of the Agreement on the Effective Date and makes the representations contained in
Clauses 16.3 (Powers and authority), 16.4 (Legal validity) and 16.7 (Authorisations) of the Agreement on the date on which their obligations under paragraph 2(q)(i) and (ii) above
(as appropriate) have been satisfied (on the basis that for this purpose references in those Clauses to the Agreement or the Finance Documents shall be construed as references to this letter).

Save
as expressly provided for in this letter, this letter is not a waiver or amendment of any term of the Finance Documents and the Finance Documents remain in full force and effect.

Each
Obligor confirms its acknowledgement and agreement to the above terms and conditions and its consent to the entry into of this letter by the Company. Each Obligor confirms that each
of the Agreement and the other Finance Documents (as amended from time to time including pursuant the above terms and conditions) and its obligations thereunder remain in full force and effect.

This
letter may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this letter.

This
letter is designated a Finance Document and may be signed in any number of counterparts.

This
letter is governed by English law.

Please
confirm your acceptance of the terms of this letter, by countersigning it and returning it to Bob Ottewill at the Agency Group at National Westminster Bank Plc (fax number: +44 20
7375 5143) with copies to Louise Molloy at Bank of Ireland (fax number: +353 1 604 3079) and to David Murray at Allen & Overy London (fax number: +44 20 7330 9999).

Yours
faithfully,

|..............................................................................................
For National Westminster Bank PlcIn its capacity as Agent (acting with the approval of the Majority Banks)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We agree to the above terms and conditions:

For
Waterford Wedgwood Plc

For
Waterford Wedgwood U.K. Plc

For
All-Clad Holdings Inc.

For
Waterford Wedgwood GmbH

For Josiah Wedgwood & Sons Limited

For Statum Limited

For Waterford Wedgwood Retail Limited

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For
Wedgwood Limited

For Waterford Crystal Limited

For Waterford Crystal (Manufacturing) Limited

For Waterford Wedgwood Japan Limited

For
Waterford Wedgwood USA Inc.

For
WW Inc.

For
Waterford Wedgwood Finance Inc.

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