Exhibit 4.7  STOCK PURCHASE AGREEMENT  by and among  WATERFORD WEDGWOOD PLC,  BALLYGUNNER HOLDINGS  and  SEB SA  related to the purchase
of 100% of the  common stock of All-Clad
USA, Inc.   May 28, 2004  
   TABLE OF CONTENTS  1.
  PURCHASE AND SALE OF
  THE SHARES1.1
  Sale of the Shares.1.2
  Purchase Price;
  Method of Payment.1.3
  Purchase Price Adjustment.1.4
  Allocation of Purchase
  Price.2.
  CLOSING2.1
  The Closing.3.
  REPRESENTATIONS
  AND WARRANTIES OF SELLERS3.1
  Organization and
  Corporate Power.3.2
  Authorization.3.3
  Financial Statements.3.4
  Absence of
  Undisclosed Liabilities.3.5
  Absence of Certain
  Developments.3.6
  Real Property.3.7
  Tangible Personal Property.3.8
  Inventories and Supplies.3.9
  Intellectual Property
  Rights.3.10
  Accounts and Notes
  Receivable.3.11
  Outstanding Capital Stock.3.12
  Options or Other Rights.3.13
  Title to Shares.3.14
  Compliance with Laws.3.15
  No Breach.3.16
  Litigation.3.17
  Material and
  Affiliated Contracts.3.18
  Licenses and Permits.3.19
  Labor Matters.3.20
  Certificate of
  Incorporation and Bylaws.3.21
  Tax Matters.3.22
  Environmental Matters.3.23
  Workmens Compensation.3.24
  Insurance.3.25
  Employee Benefit Plans.3.26
  Termination of
  Business Relationships.3.27
  Completeness of Disclosure.4.
  REPRESENTATIONS
  AND WARRANTIES OF BUYER4.1
  Organization and
  Corporate Power.4.2
  Authorization.4.3
  No Breach.4.4
  No Investigation.4.5
  Buyers Financing.4.6
  Securities Act of 1933.  i 
   4.7
  WARN Act.5.
  COVENANTS AND AGREEMENTS5.1
  Preservation of Business.5.2
  Negative Covenants of
  Sellers.5.3
  Sellers Tax Matters.5.4
  Buyer Tax Matters.5.5
  Sales Taxes.5.6
  Intercompany Accounts.5.7
  Anti-Sandbag.5.8
  Best Efforts and
  Certain Filings.5.9
  Supplements to Schedules.5.10
  Confidentiality.5.11
  Third-Party Consents.5.12
  Shareholder Meeting.5.13
  Non-Competition.6.
  CONDITIONS
  PRECEDENT TO THE OBLIGATIONS OF SELLERS6.1
  Representations and
  Covenants.6.2
  Closing Certificate.6.3
  Injunction.6.4
  Governmental Authority.6.5
  Delivery of Purchase Price.6.6
  Shareholder Approval.7.
  CONDITIONS
  PRECEDENT TO THE OBLIGATIONS OF BUYER7.1
  Representations and
  Covenants.7.2
  Closing Certificate.7.3
  Legal Opinion.7.4
  Injunction.7.5
  Governmental Authority.7.6
  No Loss.7.7
  Shareholder Approval.8.
  INDEMNIFICATION8.1
  Indemnity of Sellers.8.2
  Indemnity of Buyer.8.3
  Mitigation.8.4
  Matters Involving Third
  Parties.8.5
  Indemnification Payment.9.
  MISCELLANEOUS9.1
  Expenses.9.2
  Brokers.9.3
  Access to the
  Companys Properties.9.4
  Books and Records.  ii 
   9.5
  Notices.9.6
  Successors and Assigns.9.7
  Entire Agreement and
  Modification.9.8
  Termination of Buyers Rights.9.9
  Termination of Sellers
  Rights.9.10
  Other Termination.9.11
  Survival
  of Representations, Covenants and Warranties.9.12
  Section and Other Headings.9.13
  Governing Law.9.14
  Counterparts.9.15
  Further Assurances.9.16
  Severability.9.17
  Confidentiality.9.18
  No Third Party Beneficiaries.9.19
  Consent to Jurisdiction.9.20
  Specific Performance.9.21
  Construction.9.22
  Definition of Knowledge.  iii 
   STOCK PURCHASE AGREEMENT  THIS STOCK
PURCHASE AGREEMENT (the Agreement), dated as of May 28, 2004, by and
among WATERFORD WEDGWOOD PLC, a company organized under the laws of the
Republic of Ireland (Waterford) and BALLYGUNNER HOLDINGS, a company organized
under the laws of the Republic of Ireland (Ballygunner and together with
Waterford, the Sellers and each a Seller) and SEB SA, a
company organized under the laws of France (Buyer).  WITNESSETH:  WHEREAS, Waterford
owns beneficially and of record all of the issued and outstanding shares of
capital stock of Ballygunner; and  WHEREAS, Ballygunner
owns beneficially and of record all of the issued and outstanding shares of
capital stock of All-Clad USA, Inc., a Delaware corporation (Holdings);
and  WHEREAS, Holdings
owns, directly or indirectly, all of the equity interests of those entities set
forth on Schedule A attached hereto (each such entity, including
Holdings, are sometimes referred to herein singly as a Company and
collectively as All-Clad); and  WHEREAS, All-Clad
is a premium quality manufacturer and distributor of branded professional
cookware, kitchen tools, kitchen electrics and other cooking products (the Business);
and  WHEREAS, Buyer
desires to purchase from Seller, and Seller desires to sell to Buyer, all of
the issued and outstanding common stock of Holdings (the Shares); and  
   WHEREAS, Waterford
is acting in the best interests of its shareholders in entering into this
Agreement.  NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements
contained in this Agreement, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:  1.             PURCHASE
AND SALE OF THE SHARES  1.1           Sale of the Shares.  (a)           Subject
to the terms and conditions set forth in this Agreement, at the Closing (as
defined in Section 2.1 hereof), Ballygunner shall sell, assign, transfer
and deliver to Buyer, and Buyer shall purchase and accept from Ballygunner, the
Shares, at the time, in the manner and for the consideration hereinafter set
forth.  (b)           At
the Closing, Ballygunner shall deliver to Buyer a stock certificate
representing all of the Shares, duly endorsed in blank or accompanied by stock
powers executed in blank, in proper form for transfer, free and clear of any
claim, suit, proceeding, call, commitment, voting trust, proxy, restriction,
limitation, security interest, pledge or lien, except for any of the foregoing
imposed by Buyer (collectively Liens). 
Buyer acknowledges that, as of the date of this Agreement, all of the assets
of All-Clad and all of the shares of capital stock issued by All-Clad are
subject to a security interest pursuant to those agreements set forth on Schedule
1.1(b) (the All-Clad Liens).  The
All-Clad Liens shall be terminated immediately prior to Closing.  Buyer agrees that the existence of the
All-Clad Liens at any and all times prior to Closing shall not be a breach of
any representation, warranty or covenant of this Agreement, notwithstanding any
other term of this Agreement.  2 
   1.2           Purchase Price; Method of Payment.  As total consideration for the purchase of the Shares,
Buyer shall pay, in accordance with the terms of this Section 1.2, the sum
of US$250 million minusthe amount loaned by Buyer to All-Clad, for the
purpose of satisfying the WWL S.a.r.l Loan, pursuant to Section 5.6(c) (the Purchase
Price).  The Purchase Price shall
be paid by Buyer to Sellers at Closing by wire transfer of immediately
available funds to an account or accounts designated in writing by Sellers to
Buyer.  1.3           Purchase Price Adjustment.  (a)           On
the Closing Date, the Sellers shall deliver to the Buyers a consolidated
estimated balance sheet of All-Clad as of the Closing Date (the Estimated
Closing Balance Sheet) and an estimated statement of net assets as of the
Closing Date derived from the Estimated Closing Balance Sheet (the Estimated
Statement of Net Assets).  The
Estimated Closing Balance Sheet and the Estimated Statement of Net Assets shall
be prepared in accordance with United States generally acceptable accounting
principles (GAAP) and using the accounting principles, policies and practices
used by All-Clad in the preparation of its financial statements for the fiscal
year ended March 31, 2004 (the Historical Financials) so long as such
Historical Financials are not inconsistent with GAAP.  The Estimated Statement of Net Assets and Estimated Closing
Balance Sheet shall be prepared by the Sellers verifying that the Net Book
Value (as defined below) of All-Clad on a consolidated basis equals at least
Thirty Four Million Three Hundred Thousand Dollars ($35,300,000) (the Target
Asset Level).  Net Book Value shall
mean, the total value of All-Clads assets, on a consolidated basis, minus the
total liabilities (including, but not limited to accounts payable, liabilities
for payroll and incentives and any other liability of All-Clad) reflected on
the Closing Balance Sheet.  By way of  3 
   illustration, Schedule 1.3(a), sets forth the
pro forma statement of net assets as of June 30, 2004.  The amount by which the Net Book Value of
All-Clad as shown on the Estimated Statement of Net Assets (the Estimated Net
Book Value) differs from the Target Asset Level shall be the Initial Purchase
Price Adjustment Amount.  (b)           The
Initial Purchase Price Adjustment Amount shall be applied on the Closing
Date.  If the Initial Purchase Price
Adjustment Amount is negative (i.e., the Net Book Value of All-Clad, as shown
on the Estimated Statement of Net Assets is less than the Target Asset Level),
the consideration paid to the Sellers pursuant to Section 1.2 shall be reduced
by an amount equal to the Initial Purchase Price Adjustment Amount.  If the Initial Purchase Price Adjustment
Amount is positive, the consideration paid to the Sellers pursuant to Section
1.2 shall be increased by an amount equal to the Initial Purchase Price
Adjustment Amount.  (c)           As
promptly as practical, and in any event not more than sixty (60) calendar days
after the Closing Date, the Sellers shall deliver to the Buyer a consolidated
balance sheet of All-Clad as of the Closing Date (the Closing Balance Sheet)
and a statement of net assets as of the Closing Date derived from the Closing
Balance Sheet (the Statement of Net Assets) showing the actual Net Book Value
of All-Clad as of the Closing Date (the Actual Net Book Value).  The Closing Balance Sheet and the Statement
of Net Assets shall be prepared in accordance with generally acceptable
accounting principles of the applicable jurisdictions and using the accounting
principles, policies and practices used by All-Clad in the preparation of their
Historical Financials so long as such practices are not inconsistent with GAAP.  The Actual Net Book Value shall then be
compared to the Estimated Net Book Value. 
The amount by which the Actual Net Book Value (as determined by
subsections (d) and (e) below) differs from the Estimated Net Book Value shall
be the Final Purchase Price Adjustment Amount.  4 
   (d)           The
Buyer shall have a period of sixty (60) calendar days after their receipt of
the Statement of Net Assets (the Review Period) to raise any objection to
Sellers determination of the Actual Net Book Value.  Any such objection shall be made in writing (the Notice of
Disagreement) to Sellers prior to the end of the Review Period.  Any Notice of Disagreement shall specify in
reasonable detail the nature and amount of such disagreement so asserted.  Any Notice of Disagreement which does not
make a good faith claim for an aggregate adjustment of more than $25,000.00
shall not be valid and will be of no force and effect.  In the event that the Buyer objects, within
the Review Period, to Sellers determination of the Actual Net Book Value, the
Sellers and the Buyer shall negotiate among themselves for the fifteen (15) day
calendar period following receipt by Sellers of the Notice of
Disagreement.  If no resolution is reached
within the 15 calendar day period, Buyer and the Sellers shall submit the
dispute to a mutually acceptable national independent accounting firm in the
United States (the Independent Accountants), and the decision of the
Independent Accountants shall be conclusive and binding on the parties (the
Final Determination).  The Independent
Accountants making the Final Determination shall act as an arbitrator and will
review any and all matters which remain in dispute and were properly included
in the Notice of Disagreement.  Such
accounting firm shall deliver the Final Determination to the parties as soon as
practicable following the selection of the accounting firm.  In the event the Parties submit any
unresolved objections to the Independent Accountants for Final Determination,
the Buyer and the Sellers will share responsibility for the fees and expenses
of the Independent Accountants as follows: 
(i) if the Independent Accountants resolve all of the remaining
objections in favor of the Buyer (the Net Book Value so determined is referred
to herein as the Low Value), the Sellers will be responsible for all of the
fees and expenses of the Independent Accountants; (ii) if the Independent
Accountants resolve all of the  5 
   remaining objections in favor of the Sellers (the Net
Book Value so determined is referred to herein as the High Value), the Buyer
will be responsible for all of the fees and expenses of the Independent
Accountants; and (iii) if the Independent Accountants resolve some of the remaining
objections in favor of the Buyer and the rest of the remaining objections in
favor of the Sellers (the Net Book Value so determined is referred to herein as
the Actual Value), the Sellers will be responsible for that fraction of the
fees and expenses of the Independent Accountants equal to (x) the difference
between the High Value and the Actual Value over (y) the difference between the
High Value and the Low Value, and the Buyer will be responsible for the
remainder of the fees and expenses. 
Except for the fees and expenses of the Independent Accountants, each of
the Buyer and Sellers shall be responsible for their own expenses incurred in
connection with this Section 1.3.  (e)           The
Final Purchase Price Adjustment Amount shall be made or delivered to the
appropriate Party within five (5) business days of the earlier to occur of (i)
the Final Determination of the Actual Net Book Value in accordance with
Sections 1.3(c) and (d), (ii) the agreement of Buyer and the Sellers as to the
final calculation of the Actual Net Book Value and (iii) the Buyers acceptance
of Sellers calculation of the Actual Net Book Value.  If the Final Purchase Price Adjustment Amount is negative (i.e.,
the Actual Net Book Value of Holdings as determined in accordance with Section
1.3(c) and (d) above is less than the Estimated Net Book Value), the Sellers
shall deliver to Buyer the Final Purchase Price Adjustment Amount in
immediately available funds within five (5) business days of the determination
made in the first sentence of this Section 1.3(e).  If the Final Purchase Price Adjustment Amount is positive, the
Buyer shall deliver to the Sellers the Final Purchase Price  6 
   Adjustment Amount in immediately available funds
within five (5) business days of the determination made in the first sentence
of this section 1.3(e).  (f)            Notwithstanding
the above, no purchase price adjustment shall be made unless the Net Book Value
of All-Clad differs from the Target Asset Level by more than $1,000,000 and
then only to extent of any amount in excess of such $1,000,000 difference.  1.4           Allocation of Purchase Price.  The parties shall use commercially reasonable efforts
to agree upon an allocation of the Purchase Price prior to the Closing.  The parties agree that none of them will
take a position on any income tax return, before any governmental agency
charged with the collection of any income tax or in any way inconsistent with
such allocation.  The agreement on the
allocation of the Purchase Price shall not be a condition to the Closing.  2.             CLOSING  2.1           The Closing.  (a)           Unless
this Agreement shall have been terminated pursuant to Sections 9.8, 9.9 or
9.10  and subject to the satisfaction or waiver of the conditions set
forth in Articles 6 and 7, the closing (Closing) of the sale and
purchase of the Shares contemplated hereby shall take place at a mutually
agreed upon place on the date that is 60 days following the date of this
Agreement (provided, that if the required Waterford shareholder approval is not
obtained by the end of such 60-day period, Sellers shall have one right to
extend such 60-day period an additional 60 days) or, if earlier, the later of
the (i) date that is five business days after the date of expiration or early
termination of the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (HSR Act) and (ii) date
that is three  7 
   business days following the date that Waterford obtains
shareholder approval of the transactions contemplated by this Agreement, or on
such other date and such other place as the parties may agree, but not later
than 60 daysafter the date of this Agreement.  The day of closing is referred to hereinafter as the Closing
Date.  (b)           In
addition to the delivery of the stock certificate representing all of the
Shares by Ballygunner pursuant to Section 1.1(b), and the closing payments to
be made by Buyer pursuant to Section 1.2, at the Closing, Sellers shall make
available to Buyer the written resignations (which resignations shall include a
general release reasonably acceptable to the parties) of all the directors and those
officers set forth on Schedule 2.1(b) of each Company effective as of
the Closing.  3.             REPRESENTATIONS
AND WARRANTIES OF SELLERS  As of the date of this Agreement and as of the Closing
Date, the Sellers jointly and severally represent and warrant to Buyer as
follows:  3.1           Organization and Corporate Power.  Each Seller and each Company is an organization duly
organized, validly existing and in good standing (with respect to each Company
only) under the laws of its respective jurisdiction of organization.  Each Company is duly qualified to do
business as a foreign corporation and is in good standing in all jurisdictions
where the failure to so qualify would have a material adverse effect on the
Business as a whole.  Sellers have full
corporate power and authority to execute, deliver and perform this Agreement
and to consummate the transactions contemplated hereby.  Each Company has full power and authority to
carry on its business as conducted at the present time.  Except with respect to the ownership of
another Company, no  8 
   Company has any subsidiaries
nor does any Company own or have any interest of any nature whatsoever in any
shares, debentures or other securities issued by another entity.  3.2           Authorization.  This Agreement has been duly authorized, executed and
delivered by Sellers and constitutes a valid and legally binding agreement of
Sellers, enforceable in accordance with its terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors rights and to general equity
principles.  3.3           Financial Statements.  Sellers have previously delivered to Buyer the
following financial statements:  (a)           the
audited consolidated balance sheet of All-Clad Holdings, Inc. as of March 31,
2003,and
the related statements of income and changes in financial position for the
respective twelve-month periods then ended; and  (b)           the
audited consolidated balance sheet of All-Clad Holdings, Inc. as of March 31,
2004(the
Latest Balance Sheet) and the related statement of income and changes
in financial position for the twelve-month period then ended.  Except as set forth on Schedule 3.3, each of
the foregoing financial statements (including in all cases the notes thereto,
if any) fairly presents the financial position of the entities reported on and
is consistent with the books and records of such entities and has been prepared
in accordance with generally accepted accounting principles, consistently
applied, subject in the case of the financial statements referred in (b) above
to changes resulting from normal year-end adjustments.  9 
   3.4           Absence of Undisclosed Liabilities.  Except as set forth on Schedule 3.4, to
the knowledge of Seller, the Companies have no material obligation or liability
(whether accrued, absolute, contingent, unliquidated or otherwise, whether due
or to become due) other than (a) liabilities set forth on the Latest
Balance Sheet (including the notes thereto), (b) liabilities and
obligations which have arisen after the date of the Latest Balance Sheet in the
ordinary course of business, (c) obligations under contracts or
commitments described on any Schedules hereto, and (d) other liabilities
and obligations expressly disclosed in the other Schedules to this Agreement.  3.5           Absence of Certain Developments.  Except as expressly contemplated by this Agreement or
as set forth on Schedule 3.5, since the date of the Latest Balance
Sheet, there has not occurred any of the following events which would be
reflected on a consolidated balance sheet (including the notes thereto) of
All-Clad Holdings, Inc. as of the Closing Date if such balance sheet was
prepared in a manner consistent with the Latest Balance Sheet:  (a)           the
issuance of any material notes, bonds or other debt securities or any equity
securities;  (b)           the
borrowing of any amount of money or the incurring of or becoming subject to any
liabilities, except (i) current liabilities incurred in the ordinary
course of business, and (ii) liabilities under contracts entered into in
the ordinary course of business;  (c)           the
discharge or satisfaction of any Lien or the payment of any obligation or
liability, other than current liabilities paid in the ordinary course of
business;  (d)           the
mortgage or pledge of any properties or assets or the subjection of any
property or asset to any Lien, except Liens for current taxes not yet due and
payable;  10 
   (e)           the
sale, assignment or transfer of any tangible or intangible assets or the
cancellation of any debts or claims except in the ordinary course of business;  (f)            the
sale, assignment or transfer of any Intellectual Property Rights;  (g)           any
capital expenditures or commitments therefor that aggregate in excess of
$250,000 per calendar quarter;  (h)           the
adoption or entering into, or the amendment, modification or termination of,
any collective bargaining agreement, or Employee Benefit Plan (as such term is
defined in Section 3.25 hereof), or the granting of any increase in compensation
or the making of any other material change in employment terms for any of its
directors, officers or employees outside of the ordinary course of business;  (i)            any
theft, damage, destruction or casualty loss exceeding in the aggregate
$500,000, whether or not covered by insurance.  3.6           Real Property.  Schedule 3.6
sets forth a complete list and summary description of all real property,
leases, subleases and other rights or interests of record in real property and
improvements thereon, wherever located, owned, leased, occupied or used by any
Company (the Real Property Interests), together with a description of
the instruments or other documents by which the same were acquired and the
recording data applicable thereto. 
Sellers have delivered to Buyer true and correct copies of all deeds,
leases, subleases, documents of title, title opinions and title insurance
policies relating to the Real Property Interests which are in the possession of
Sellers or any Company.  Except as set
forth on Schedule 3.6 and except for: (a) Liens for current
taxes not yet delinquent and other statutory Liens, (b) covenants,
conditions and restrictions of record which are not violated by existing uses
or improvements and which do not materially  11 
   interfere with the use of
the Real Property Interests and do not adversely affect the merchantability of
the title to the Real Property Interests and (c) other title defects which
do not materially interfere with the existing use of the Real Property
Interests and do not materially adversely affect the merchantability of the
title thereto, All-Clad has good and marketable title to the Real Property
Interests, free and clear of any Liens. 
Except as set forth in Schedule 3.6, to the best of Sellers
knowledge, each of the Real Property Interests listed and described in Schedule 3.6
is in full force and effect and there is no material default by any Company
under any such Real Property Interests.  3.7           Tangible Personal Property.  All-Clad has good title to, or a valid leasehold
interest in, all of the equipment, machinery, motor vehicles, furniture and
fixtures and other tangible personal property owned or leased by it, free and
clear of any Lien, except as set forth in Schedule 3.7 and except
for Liens for current taxes not yet delinquent, statutory Liens and Liens which
do not materially impair the value of the personal property in question.  All such personal property is sufficient and
suitable for the present conduct of the Business as operated by All-Clad.  Each such tangible asset has been maintained
in accordance with normal industry practice and is in good operating condition
and repair (subject to normal wear and tear).  3.8           Inventories and Supplies.  All of the inventories and supplies of All-Clad are
reflected on the Latest Balance Sheet at cost or market, whichever is
lower.  Such inventory and supplies are
of sufficient quality and quantity for the normal operation of the Business as
presently operated by All-Clad.  12 
   3.9           Intellectual PropertyRights.  (a)           The
Company has all right, title and interest, free and clear of any Liens to the
Intellectual Property Rights (as defined below).  For the purposes of this Agreement, Intellectual Property
Rights shall mean all patents and reissues, divisions, continuations and
extensions of such patents, patents pending and applications for patents,
invention disclosures, registered and unregistered trademarks and service marks
and applications for such trademarks and service marks, trade names, registered
and unregistered copyrights and applications for copyright registration, mask
works and applications for mask work registration, all trade secrets,
proprietary designs or data and know-how, as archived at All-Clad and presently
available and all rights under any licenses, franchises, permits,
authorizations, agreements and arrangements with respect to such intellectual
property rights.  True, correct and
complete copies of all such licenses, franchises, permits, authorizations,
agreements and arrangements have been delivered or made available by Sellers to
Buyer.  Schedule 3.9(a)
describes all of such patents (including a listing of relevant issue dates),
patents pending, trademark registration and applications and registered
copyrights owned or used by All-Clad. 
Except as set forth in Schedule 3.9(a), the Company has full
right and power to use such Intellectual Property Rights as necessary to
conduct the Business as it is currently conducted by All-Clad.  (b)           There
exist no pending or, to knowledge of Sellers, threatened litigation, actions,
lawsuits or claims, including without limitation claims of infringement or
misappropriation, or other claims material or adverse to the ownership rights of
All-Clad with respect to the Intellectual Property Rights.  13 
   (c)           All-Clad
has taken all reasonable precautions to protect the secrecy, confidentiality
and value of the Intellectual Property Rights which are trade secrets or
proprietary designs.  3.10         Accounts and Notes Receivable.  As of the Closing Date, all accounts and notes
receivable of All-Clad, including, but not limited to those reflected on the
Latest Balance Sheet, will represent sales actually made in the ordinary course
of All-Clads business.  3.11         Outstanding Capital Stock.  The title, number of authorized shares and number of
issued and outstanding shares of each class of capital stock of each Company
and the persons or entities owning the outstanding shares of each such class of
capital stock are set forth on Schedule 3.11.  No other class of capital stock of any
Company is authorized or outstanding. 
All of the issued and outstanding shares of each Company, including the
Shares, are duly authorized and are validly issued, fully paid and
nonassessable and none of such shares have been issued in violation of any
preemptive rights of shareholders.  The
Shares constitute all of the issued and outstanding shares of capital stock of
Holdings.  3.12         Options or Other Rights.  There is no outstanding right, subscription, warrant,
call, unsatisfied preemptive rights, option or other agreement of any kind to
purchase or otherwise to receive from any Company or Sellers any shares of the
capital stock or any other security of any Company, and there is no outstanding
security of any kind convertible into such capital stock.  14 
   3.13         Title to Shares.  Ballygunner owns and holds beneficially and of record
all of the Shares and, upon delivery of and payment for such Shares as herein
provided, the Buyer will acquire good and valid title thereto, free and clear
of any Lien.  3.14         Compliance with Laws.  Except as set forth on Schedule 3.14, All-Clad
has complied in all material respects with all laws, statutes, rules,
regulations, orders of, and has secured all necessary permits and
authorizations and licenses issued by, federal, state, local and foreign
agencies and authorities, applicable to the Business, the violation of which
(or, in the case of necessary permits, authorizations or licenses, the failure
to secure) would have a material adverse effect on the Business as a whole.  3.15         No Breach.  Except as set forth on Schedule 3.15, neither
the execution and delivery of this Agreement by the Sellers nor the
consummation of the transactions contemplated hereby by the Sellers, will
(i) conflict with or result in a breach of any of the terms, conditions or
provisions of the charter documents or Bylaws (or other documents of similar
effect) of the Sellers or any Company, nor (ii) violate, conflict with or
result in a breach of or default under any of the terms, conditions or
provisions of any agreement, understanding, arrangement, indenture, contract,
lease, sublease, loan agreement, note, restriction, obligation or liability to
which the Sellers or any Company is a party or by which they are bound or to
which their respective assets are subject (for purposes of this
Section 3.15, individually, an Instrument and collectively, the Instruments),
nor (iii) accelerate or give to others any interests or rights, including
rights of acceleration, termination, modification or cancellation, under any
Instrument or in or with respect  15 
   to which the Sellers or
any Company is a party, nor (iv) result in the creation of any Lien on the
assets, capital stock or properties of any Company, nor (v) conflict with,
violate or result in a breach of or constitute a default under any law,
statute, rule, judgment, order, decree, injunction, ruling or regulation of any
government, governmental agency, authority or instrumentality, court or
arbitration tribunal to which any Company or any of their assets or properties
are subject; nor (vi) require any Seller or any Company to give notice to,
or obtain an authorization, approval or consent of, or make a filing with, any
foreign, federal, state, county, local or other governmental or regulatory
body, other than those previously given, made or obtained in each case which
would cause a material adverse effect on All-Clad as a whole.  3.16         Litigation.  Except as disclosed in Schedule 3.16,
there are no actions, suits or proceedings at law or in equity, arbitration
proceedings, or claims, demands or investigations, pending or, to Sellers
knowledge, threatened against or involving All-Clad, including any proceedings
by or before any governmental board, department, commission, bureau,
instrumentality or agency.  No Company
is in violation of any material order, decree or judgment of any court,
arbitration tribunal or governmental board, department, commission, bureau,
instrumentality or agency.  3.17         Material and Affiliated Contracts.  Schedule 3.17
sets forth all other (i.e., not identified on one or more of the foregoing
Schedules hereto) oral and written contracts which any Company is a party or to
which any Companys assets or properties is bound or subject (a) having an
annual cost to such Company of $200,000 or more, (b) under which such
Company is entitled to receive $200,000 or more annually, (c) covering
indebtedness of such Company in the principal amount of $200,000 or more,
(d) covering the employment of any employee of such Company where the
annual salary  16 
   required is $200,000 or
more, or (e) which obligates such Company to act as a guarantor
irrespective of the amount involved. 
There are no contracts, agreements, purchase orders, commitments,
leases, agreements, including loan arrangements, between any Company and any of
its respective officers, directors or shareholders, or any related or
affiliated person, corporation or other entity, except as set forth on Schedule 3.17.  All such contracts and agreements are in
full force and effect.  No event has
occurred relating to a Company and, to Sellers knowledge, relating to any
third party, that would reasonably be expected to constitute a material default
under any such contract.  All the
contracts are enforceable against such Company and, to Sellers knowledge,
enforceable against the other parties to such contracts in accordance with
their respective terms.  3.18         Licenses and Permits.  All-Clad has all material licenses, permits and other
authorizations from federal, state, local and other governmental or
administrative authorities necessary for the conduct of the Business.  Except as set forth in Schedule 3.18,
(a) each of said permits, licenses and other authorizations is in full
force and effect, (b) All-Clad is in substantial compliance with the
terms, provisions and conditions thereof, and (c) there are no outstanding
violations, notices of noncompliance, judgments, consent decrees, agreed orders
or judicial or administrative action(s) or proceeding(s) affecting any of said
permits, licenses and other authorizations.  3.19         Labor Matters.  Except as set forth on Schedule 3.19, no union
is certified as collective bargaining agent to represent any employee of
All-Clad.  Except as set forth in Schedule 3.19,
All-Clad is in material compliance with all applicable laws pertaining to
employment and employment practices, terms and conditions of employment, and
wages and hours.  Except as set forth on  17 
   Schedule 3.19,
All-Clad is not (a) a party to, involved in or, to Sellers knowledge,
threatened by any labor dispute, unfair labor practice charge, labor
arbitration proceeding or grievance proceeding, (b) currently negotiating
any collective bargaining agreement or (c) aware of any threatened strike
or filing by any employee or employee group seeking recognition as a collective
bargaining representative or unit.  3.20         Certificate of Incorporation and
Bylaws.  True and complete copies of the charter documents and
bylaws of each Company (and all amendments thereto at any time prior to the
date of this Agreement), and their respective minute books have been provided
to Buyer.  The minute book of each
Company contains true and complete originals or copies of all minutes of
meetings of and actions by the stockholders, Boards of Directors of such
Company.  3.21         Tax
Matters.  Except as set forth on Schedule 3.21
attached hereto:  (a)           All-Clad
(i) has filed or caused to be filed all tax returns which it is or has
been required to file on or prior to the date hereof (including extensions
thereof), by any jurisdiction to which it has been subject, all such tax
returns being true, correct and complete in all material respects,
(ii) has paid or caused to be paid in full all taxes which are or have
become due and payable to all taxing authorities with respect to such returns,
(iii) to the extent material, has made or caused to be made all
withholdings of taxes required to be made by it, and such withholdings have
either been paid to the appropriate governmental agency or set aside in
appropriate accounts for such purpose, and (iv) has otherwise satisfied,
in all material respects, all applicable laws and agreements with respect to
the filing by it of tax returns and the payment of taxes.  18 
   (b)           All-Clad
will file or cause to be filed all tax returns which it is or will be required
to file on or before the Closing Date, all such tax returns to be, true and
correct and complete in all material respects, and will pay or cause to be paid
in full when due all taxes, if any, which become due and payable pursuant to
such returns or assessments received by it on or before the Closing Date.  (c)           The
federal income tax returns of All-Clad have not been audited by the Internal Revenue
Service.  (d)           There
are no unassessed tax deficiencies proposed or, to the Sellers knowledge,
threatened against All-Clad, nor are there any agreements, waivers, or other
arrangements providing for extension of time with respect to the assessment or
collection of any tax against All-Clad.  (e)           Since
June 30, 1999, each Company has been a member of an affiliated group of
corporations within the meaning of Section 1504 of the Code, with respect to
which Holdings (formerly Kilbarry Partners) is and at all times has been the
common parent, and has joined in or will join in the filing of a consolidated
federal income tax return for all its taxable periods ending on or prior to the
Closing Date.  (f)            All-Clad
has not made a change in method of accounting for a taxable year beginning on
or before the Closing Date, which would require it to include any adjustment
under Section 481(a) of the IRC in taxable income for any taxable year
beginning on or after the Closing Date.  (g)           All-Clad
is not a party to any agreement, contract, arrangements or plan that has or
would result, separately or in the aggregate, in the payment of any excess
parachute payments within the meaning of 280G of the IRC.  19 
   (h)           The
Company has properly accrued and reflected on the Latest Balance Sheet, and has
thereafter to the date hereof properly accrued, and will from the date hereof
through the Closing Date properly accrue, all liabilities for taxes and
assessments, all such accruals being in the aggregate sufficient for payment of
all such taxes and assessments.  For purposes of this Agreement, tax and taxes
shall include all income, gross receipts, franchise, excise, transfer,
severance, value added,ad valorem, sales, use, wage, payroll,
workers compensation, employment, occupation, and real and personal property
taxes; taxes measured by or imposed on capital; levies, imposts, duties,
license and legislation fees; other taxes imposed by a federal, state,
municipal, local, foreign or other governmental authority or agency, including
assessments in the nature of taxes; including without limitation, interest,
penalties, fines, assessments and deficiencies relating to any tax or taxes;
and including transferee or secondary liability for taxes and any taxes due as
a result of being a member of any affiliated, consolidated, combined or unitary
group or any liability in respect of taxes under a tax sharing, tax allocation,
tax indemnity or other agreement.  (i)            For
purposes of this Agreement, tax return or tax returns shall
mean all returns, reports, estimates, schedules, declarations, information
statements and documents relating to or required to be filed in connection with
any taxes pursuant to the statutes, rules or regulations of any federal, state,
local or foreign government taxing authority.  3.22         Environmental
Matters.  Except as set forth on Schedule 3.22:  (a)           The
Company is in material compliance with all applicable Environmental Laws.  Environmental Laws means all laws,
rules, regulations, statutes,  20 
   ordinances, decrees, licenses, permits, or orders of
any governmental entity relating to protection of human health and welfare and
protection of the environment, air, water, or land.  (b)           There
are not any existing or, to Sellers knowledge, threatened actions, suits,
claims, orders, decrees, investigations, or proceedings against All-Clad or any
other person or entity for whose conduct All-Clad is, or is reasonably expected
to be, responsible that relate to (i)  contribution, response,
removal, or remedial obligations of All-Clad under any applicable Environmental
Law, (ii) violations by All-Clad of any Environmental Law, or
(iii)  personal injury, property damage or natural resources damages
relating to the generation, handling, use, treatment, storage, transportation,
disposal or release of Regulated Materials. 
Regulated Materials means any chemical, pollutant, contaminant,
substance, or waste that is regulated under any Environmental Law.  (c)           All
licenses, permits, certificates, consents, or other approvals required under
applicable Environmental Laws have been obtained, are in full force and effect,
and have been disclosed to Buyer. 
Sellers are unaware of any basis for revocation or suspension of any
such licenses, permits, certificates, consents or other approvals.  (d)           Sellers
have provided or made available to Buyer copies of all environmental reports,
assessments, studies, and audits that have been prepared on All-Clads Real
Property Interests.  Sellers have also
provided, or made available to Buyer, all inspection reports, monitoring
reports, compliance test reports, and any other reports of the effluent
discharges and air emissions from the Real Property Interests.  21 
   3.23         Workmens
Compensation.  All-Clad has been self-insured or has carried workers
compensation and employer liability insurance coverage as required by
applicable workmens compensation laws or regulations covering all employees of
All-Clad.  3.24         Insurance.  All-Clad maintains the liability, personal injury,
property damage and other insurance listed in Schedule 3.24.  All premiums due and payable for the
insurance in Schedule 3.24 have been duly paid, and such policies
or extensions or renewals thereof in such amounts will be outstanding and duly
in force without interruption until the Closing Date.  All-Clad is not in default regarding the provisions of any policy
insuring it, and has not failed to give any notice or present any material
claim required under any such policy in due and timely fashion.  Except as disclosed on Schedule 3.24,
any policies expiring prior to the Closing Date will be renewed or extended
upon substantially the same terms and at substantially the same premiums.  3.25         Employee
Benefit Plans.  (a)           All-Clad
at present is not a sponsor of, party to or obligated to contribute to any
employee benefit plan (as defined in § 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (ERISA)), or any employment
contract, profit sharing, retirement, pension, deferred compensation,
severance, stock option or purchase plan, hospitalization, disability, life or
other insurance plan, or other employee fringe benefit program or plan, or any
other plan, payroll practice, policy, fund, agreement or arrangement similar to
or in the nature of the foregoing, oral or written, with respect to employees
of All-Clad, (Employee Benefit Plans or Plans), except as set
forth on Schedule 3.25(a). 
None of the Plans is a  22 
   multiemployer plan as defined in Section 3(37) of
ERISA.  True, correct and complete
copies of all of the written Plans, and true, correct and complete written
descriptions of all of the oral Plans, described in Schedule 3.25(a)
have been delivered by Seller to Buyers.  (b)           Except
as described on Schedule 3.25(b) with respect to all such Plans
that are qualified under Section 401 of the United States Internal Revenue Code:
(i) there is no litigation, disputed claim (other than routine claims for
benefits), governmental proceeding, inquiry or investigation pending or, to the
Sellers knowledge, threatened with respect to any such Plan, its related
trust, or to the sponsor; (ii) Sellers have delivered to Buyer a true, correct
and complete copy of (A) the most recent financial information for each
such Plan, (B) the most recent Return/Report of each such Plan (including
attachments) required to be filed with any governmental agency, and
(C) the most recent IRS determination letter that each such Plan is
qualified under Section 401 of the Internal Revenue Code; (iii) each such Plan
has been funded and administrated in material compliance with its governing
documents, ERISA and the Internal Revenue Code; and (iv) except as disclosed on
Schedule 3.25(b), the reporting requirements of ERISA and the
Internal Revenue Code have been fulfilled in all material respects, all filings
required to have been made on or before the Closing Date have been or will be
duly made by that date, and there has been no prohibited transaction as
defined in § 4975 of the Internal Revenue Code or Section 406 of
ERISA which could subject All-Clad to any material liability.  (c)           The
Company has materially complied with the notice and continuation coverage
requirements of § 4980B of the Internal Revenue Code with respect to any
Plan that is or was a group health plan within the meaning of § 5000(b)(1)
of the Internal Revenue Code.  23 
   (d)           Except
as disclosed on Schedule 3.25(d), or as required by federal or
state law, All-Clad is not obligated to and does not (directly or indirectly)
provide death benefits or (other than pursuant to the group health plan continuation
requirements of § 4980B of the Internal Revenue Code) health care coverage
to any former employees or retirees.  3.26         Termination
of Business Relationships.  None of All-Clads suppliers which cannot be replaced
on commercially reasonable terms has evidenced to All-Clad in writing its
intention to cancel or terminate its business relationship with All-Clad.  3.27         Completeness
of Disclosure.  To Sellers knowledge, no representation or warranty
by either Seller contained in this Agreement, and no representation, warranty,
information or statement contained in the March 16, 2004 All-Clad Metalcrafters
LLC Confidential Information Memorandum, or in the Schedules attached hereto contains
any untrue statement of a material fact or omits to state any material fact
necessary to make any statement herein or therein, in light of the
circumstances in which they were made, not misleading.  4.             REPRESENTATIONS AND WARRANTIES
OF BUYER  As of the date of this Agreement and as of the Closing
Date, Buyer represents and warrants to Sellers as follows:  4.1           Organization
and Corporate Power.  Buyer (a) is a corporation duly organized,
validly existing and in good standing under the laws of France and (b) is
duly qualified to do business as a foreign corporation and is in good standing
in all jurisdictions where the failure so to qualify would have a material
adverse  24 
   effect on Buyer.  Buyer has full corporate power and authority
to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.  4.2           Authorization.  This Agreement has been duly authorized, executed and
delivered by Buyer and constitutes a valid and legally binding agreement of
Buyer, enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors rights and to general equity principles.  4.3           No
Breach.  The execution and delivery of this Agreement by Buyer,
consummation of the transactions herein contemplated and compliance with the
terms of this Agreement will not conflict with or violate any provision of the
charter documents or bylaws of Buyer; nor to the knowledge of Buyer, do such
actions constitute a default of or require the consent or approval under any
agreement or instrument to which Buyer is a party or by which Buyers assets
are bound, or require Buyer to obtain the approval or consent of any foreign,
federal, state, county, local or other governmental or regulatory body; nor
will such actions materially violate any applicable law, rule, regulation,
judgment, order or decree of any government, governmental instrumentality or
court, domestic or foreign, presently applicable to Buyer.  4.4           No
Investigation.  There exists no investigation by any governmental or
regulatory authority, or any request for information or action by any third
party, known to Buyer which could result in the institution of legal
proceedings to prohibit or restrain the consummation or performance of this
Agreement or the transactions contemplated hereby.  25 
   4.5           Buyers
Financing.  Buyer has and will have the funds necessary
(a) to pay at the Closing the Purchase Price and all other amounts
necessary to consummate the transactions contemplated hereby and (b) to
provide sufficient working capital to operate the Business from and after the
Closing Date.  Buyer has disclosed to
Sellers the specific source of such funds.  4.6           Securities
Act of 1933.  The Buyer is acquiring the Shares solely for its own
account and for the purpose of investment only and not with a view to any
distribution thereof.  The Buyer
acknowledges that the Shares are not registered under the Securities Act of
1933, as amended, and that such Shares may not be transferred or sold except
pursuant to the registration provisions of such Act or pursuant to an
applicable exemption therefrom and pursuant to applicable state securities laws
and regulations.  4.7           WARN
Act.  Buyer is not planning or contemplating, and has not
made or taken any decisions or actions concerning the employees of All-Clad
after the Closing Date that would require the service of notice under the
Worker Adjustment and Retraining Notification Act of 1988, as amended.  5.             COVENANTS
AND AGREEMENTS  5.1           Preservation
of Business.  From the date hereof through the Closing Date, Sellers
shall use their commercially reasonable efforts to cause All-Clad to conduct
the Business consistent with past business practices, to preserve its business
organizations intact, keep available the services of its  26 
   present employees,
consultants and agents, maintain its present suppliers and customers and
preserve its goodwill.  5.2           Negative
Covenants of Sellers.  Sellers covenant and agree that from and after the
date hereof, no Company will, without the prior written consent of Buyer:  (a)           make
any change in their authorized or issued capital stock, or issue any corporate
securities of any nature or options for any of the foregoing, or enter into any
contract of any nature respecting shares of their capital stock or otherwise
make any changes in its capital structure;  (b)           mortgage,
pledge or otherwise encumber any assets, or dispose of, or make any agreement
with respect to the disposition of, any assets except for the sale of the same
in the ordinary course of business;  (c)           make
any capital commitment or capital expenditure of more than $100,000 for any
single commitment or $500,000 in the aggregate, or incur or become liable for
any other obligation or liability except current liabilities in the ordinary
course of business;  (d)           adjust
in any way, either directly or indirectly, the compensation or benefits paid or
payable to any officer, director, consultant, agent or employee of All-Clad
except for such adjustments as may be made in the ordinary course of business
and except as required under existing agreements described in one or more of
the Schedules hereto;  (e)           terminate,
modify or amend any lease, license, permit, material contract or other material
agreement, except in the ordinary course of business;  (f)            incur
any indebtedness, liabilities or obligations of any nature except current
liabilities in the ordinary course of business consistent with past practice;  27 
   (g)           do
any act or fail to do any act which would cause a material breach of any
contract or commitment to which it is a party; or  (h)           agree,
whether in writing or otherwise, to do any of the foregoing.  5.3           Sellers
Tax Matters.  The Sellers at their expense shall cause All-Clad to
prepare and timely and properly file all federal, state, local, foreign and
other tax returns and reports and amendments thereto required to be filed prior
to the Closing Date.  5.4           Buyer
Tax Matters.  Buyer, at its expense, shall cause All-Clad to prepare
and timely and properly file all federal, state, local, foreign and other tax
returns and reports and amendments thereto required to be filed after the
Closing Date.  5.5           Sales
Taxes.  The Buyer shall pay all transfer taxes imposed,
excluding any taxes measured by gross or net income, payable in connection with
the transfer to it of the Shares.  5.6           Intercompany
Accounts.  (a)           Except
with respect to the loan made by Waterford Wedgwood Luxembourg S.a.r.l (WWL
S.a.r.l) to All-Clad as set forth in Section 5.6(c) below, on the date two
business days prior to the Closing, Sellers shall deliver to Buyer their good
faith estimate of the Intercompany Account Balance (as defined below) as of the
close of business on the Closing Date (the Estimated Intercompany Account
Amount) certified by an authorized officer of Waterford.  Sellers shall pay or cause to be paid to
All-Clad, in cash at or prior to the Closing, the amount of the Estimated
Intercompany Account Amount, if greater than zero.  In the event the Estimated Intercompany Account Amount is
negative, such amount will be paid by All-Clad to  28 
   Sellers (or the appropriate subsidiary or affiliate of
Sellers).  As used herein, the term Intercompany
Account Balance shall mean the excess, if any, of (i) all intercompany
receivables due to All-Clad from Sellers and their respective subsidiaries and
affiliates (other than All-Clad) over (ii) all intercompany payables due from
All-Clad to Sellers and their respective subsidiaries and affiliates (other
than All-Clad).  (b)           Any
payments required to be made pursuant to this Section 5.6 shall be made by wire
transfer of immediately available funds to an account designated by the
receiving party in writing.  (c)           All-Clad
is currently indebted to WWL S.a.r.l pursuant to a promissory note in the
approximate principal amount of $63 million, as of the date of this Agreement
(the WWL S.a.r.l Loan).  Immediately
prior to the Closing, Buyer shall lend to All-Clad the amount necessary to pay
in full, all principal and interest due and owing to WWL S.a.r.l pursuant to
the WWL S.a.r.l Loan and All-Clad shall in turn immediately pay such entire
amount to WWL S.a.r.l in full satisfaction of the principal and interest
outstanding on the WWL S.a.r.l Loan as of the Closing.  5.7           Anti-Sandbag.  Notwithstanding anything to the contrary contained in
this Agreement (including without limitation Sellers failure to disclose any
matter required to be disclosed on any Exhibit or Schedule hereto), Buyer
agrees that no representation or warranty of the Sellers in this Agreement or
in any agreement or instrument executed in connection herewith shall be deemed
to be untrue or incorrect, and Sellers shall not be deemed to be in breach
thereof, if any of the employees of Buyer had knowledge on the date of this
Agreement or the Closing Date, as  29 
   applicable, of any such
undisclosed matter or that any such representation or warranty was untrue or
incorrect.  5.8           Best
Efforts and Certain Filings.  Subject to the terms and conditions of this Agreement,
Buyer and Sellers each will use its commercially reasonable best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary or desirable to consummate the transactions contemplated by
this Agreement.  Buyer and Sellers shall
cooperate with one another in preparing and filing the necessary notification
and report forms under the HSR Act within ten (10) days following the date
hereof.  5.9           Supplements
to Schedules.  Five business days prior to the Closing Date, Sellers
shall deliver to Buyer new Schedules to this Agreement that are amended or
supplemented to update the information contained therein as of such date.  No supplement or amendment of any of the
schedules made pursuant to this Section shall be deemed to cure any breach of
any representation or warranty made in this Agreement as of the date of this
Agreement, unless Buyer specifically agrees thereto in writing.  5.10         Confidentiality.  Buyer acknowledges that the confidential information
of All-Clad is valuable and proprietary to the business of All-Clad and agrees
that the Non-Disclosure and Non-Solicitation Agreement dated March 4, 2004
between All-Clad and Buyer shall continue in effect until the transactions
contemplated by this Agreement have been consummated.  30 
   5.11         Third-Party
Consents.  Sellers shall, at their sole cost and expense (except
as otherwise provided for herein), obtain, prior to the Closing, all consents
and estoppels necessary or appropriate for the consummation of the transactions
contemplated hereby.  5.12         Shareholder
Meeting.  Waterford shall, as soon as is reasonably practicable
following the execution of this Agreement, convene a special meeting of the
shareholders of Waterford for the purpose of voting on the approval of this
Agreement and the transactions contemplated hereby.  The Board of Directors of Waterford shall recommend to the
shareholders that they vote for the approval of this Agreement and the
transactions contemplated thereby.  5.13         Non-Competition.  (a)           Buyer
and Sellers hereby agree that the covenants set forth in this Section 5.13 are
a material and substantial part of the transactions contemplated by this
Agreement.  (b)           Prohibited
Activities.  Until two years after
the Closing Date, each of the Sellers agrees that neither it nor any of its
subsidiaries or affiliates will, anywhere in the United States, Canada and
Mexico (the Territory);  (i)            directly
or indirectly, own, manage, operate, join, control, finance or participate in
the ownership, management, operation, control or financing of, or be connected
as a principal, agent, representative, consultant, investor, owner, partner,
manager, joint venturer or otherwise with, any business or enterprise engaged
anywhere in the Territory in the Business;  31 
   (ii)           solicit
the employment of or hire any person who at the time of such solicitation, is a
full or part-time employee of, sales representative for or consultant to any
Company except for the individuals set forth on Section 2.1(b).  (c)           Notwithstanding
the above, the foregoing covenant shall not be deemed to prohibit (i) Spring
USA, Inc. from engaging in its business as currently conducted provided that
its retail sales in the Territory do not exceed $2,000,000 per year; (ii)
Sellers (or any of their subsidiaries or affiliates) from conducting their
business as is currently conducted; (iii) Sellers (or any of their subsidiaries
or affiliates) from making any acquisition or acquiring any equity interest in
any company; provided that Sellers shall not be permitted to acquire Meyer
Corporation U.S., the Calphalon business of Newell Rubbermaid, Inc. or
Cuisinart Corp., or any portion thereof. 
Furthermore, each Seller acknowledges that by reason of its involvement
with each Company, such Seller (and its directors, officers, employees,
representatives, consultants and advisors) has had access to confidential
information relating to each Company. 
Each Seller acknowledges that such confidential information is a
valuable and unique asset and covenants that such Seller will not allow the
disclosure of any such confidential information to any person for any reason
whatsoever, unless such information is in the public domain through no wrongful
act of such Seller or such disclosure is required by applicable law, rule or
regulation.  (d)           Remedies.  Each of the Sellers and Spring USA, Inc.
acknowledge that (i) the provisions of this Section 5.13 are reasonable and
necessary to protect the legitimate interests of Buyer and its affiliates
(including after the Closing, All-Clad), (ii) any violation of this Section
5.13 will result in irreparable injury to Buyer and its affiliates (including
after the Closing, All-Clad) and that damages at law would not be reasonable or
adequate compensation to Buyer and its affiliates (including after the Closing,
All-Clad) for a violation of this Section 5.13  32 
   and (iii) Buyer and its affiliates (including after
the Closing, All-Clad) shall be entitled to have the provisions of this Section
5.13 specifically enforced by preliminary and permanent injunctive relief
without the necessity of proving actual damages and without posting bond or
other security as well as to an equitable accounting of all earnings, profits
and other benefits arising out of any violation of this Section 5.13, including
without limitation estimated future earnings. 
In the event that the provisions of this Section 5.13 should ever be
deemed to exceed the time, geographic, product or any other limitations
permitted by applicable law, then such provisions shall be deemed reformed to
the maximum permitted by applicable law.  (e)           Jurisdiction.
Buyer, each Seller and Spring USA, Inc. intend to and do hereby confer jurisdiction
to enforce the covenants set forth in this Section 5.13 upon the courts of any
jurisdiction within the geographical scope of such covenants.  In addition to Section 9.16 and not in
limitation thereof, if the courts of any one or more of such jurisdictions hold
such covenants unenforceable in whole or in part, it is the intention of Buyer
and each Seller (and Spring USA, Inc.) that such determination not bar or in
any way adversely affect the right of Buyer and its affiliates (including after
the Closing, All-Clad) to equitable relief and remedies hereunder in courts of
any other jurisdiction as to breaches or violations of this Section 5.13, such
covenants being, for this purpose, severable into diverse and independent
covenants.  6.             CONDITIONS
PRECEDENT TO THE OBLIGATIONSOF SELLERS  The obligations of Sellers hereunder are subject to
the fulfillment of the following conditions, any one of which may be waived by
Sellers:  6.1           Representations
and Covenants.  All representations and warranties of Buyer contained
herein shall be true and correct in all material respects on and as of the
Closing Date with the same force and effect as  33 
   though made on and as of
the Closing Date.  The Buyer shall have
performed and complied in all material respects with all covenants and
agreements contained herein and required to be performed or complied with by it
on or prior to the Closing Date.  6.2           Closing
Certificate.  Buyer shall have delivered to Sellers a certificate
signed by its President, dated as of the Closing Date, to the effect set forth
in Section 6.1.  6.3           Injunction.  No order or decree prohibiting or restraining the
consummation of this Agreement shall have been issued by any court or
governmental or regulatory body.  6.4           Governmental
Authority.  If applicable, the parties shall have filed with the
Federal Trade Commission and the Antitrust Division of the Department of
Justice notification and report forms with respect to the transactions
contemplated hereby pursuant to the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (HSR Act) and the rules promulgated
thereunder, and the waiting period required to expire under the HSR Act,
including any extension thereof, shall have expired prior to the Closing Date.  6.5           Delivery
of Purchase Price.  Buyer shall be prepared to immediately deliver to
Sellers the payment of the Purchase Price described in Section 1.2 hereof.  6.6           Shareholder
Approval.  The required approval of the shareholders of Waterford
shall have been obtained.  34 
   7.             CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER  The obligation of Buyer to enter into and complete the
Closing is subject to the fulfillment of the following conditions, any one of
which may be waived by Buyer:  7.1           Representations
and Covenants.  All representations and warranties of Sellers
contained herein shall be true and correct in all material respects on and as
of the Closing Date with the same force and effect as though made on and as of
the Closing Date.  The Sellers shall
have performed and complied in all material respects with all covenants and
agreements contained herein and required to be performed or complied with by it
on or prior to the Closing Date.  7.2           Closing
Certificate.  Sellers shall have delivered to Buyer a certificate
signed by an authorized officer of each Seller, dated as of the Closing Date,
to the effect set forth in Section 7.1.  7.3           Legal
Opinion.  Buyer shall have received the favorable opinion of
Buchanan Ingersoll PC, counsel for Sellers, dated as of the Closing Date, in
form and substance reasonably satisfactory to Buyer, to the effect that:
(i) each Seller and each Company have been duly organized and is validly
existing and in good standing (with respect to each Company only) under the
laws of the jurisdiction of its incorporation, (ii) Seller has full
corporate power and authority to execute and deliver this Agreement and perform
its obligations hereunder, (iii)  this Agreement has been duly authorized,
executed and delivered by Seller, and constitutes a valid and legally binding
obligation of Seller enforceable against Seller in accordance with its terms,
subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar  35 
   laws relating to or
affecting the enforcement of creditors rights and to general equity
principles; and subject to qualifications and reservations which are normal in
international legal opinions.  7.4           Injunction.  No order or decree prohibiting or restraining the
consummation of this Agreement shall have been issued by any court or
governmental or regulatory body.  7.5           Governmental
Authority.  If applicable, the parties shall have filed with the
Federal Trade Commission and the Antitrust Division of the Department of
Justice notification and report forms with respect to the transactions
contemplated hereby pursuant to the HSR Act and the rules promulgated
thereunder, and the waiting period required to expire under such HSR Act and
rules, including any extension thereof, shall have expired prior to the Closing
Date.  7.6           No
Loss.  Since the date of the Latest Balance Sheet, All-Clad
shall not have suffered any loss on account of fire, flood, accident, strike or
other calamity which has a material adverse effect on the financial condition
or assets of All-Clad whether or not such loss shall have been covered by
insurance.  7.7           Shareholder
Approval.  The required approval of the shareholders of Waterford
shall have been obtained.  8.             INDEMNIFICATION  8.1           Indemnity
of Sellers.  (a)           Sellers
shall indemnify Buyer and its affiliates, directors, officers, shareholders,
employees, agents representatives, successors and assigns against any and all
claims, and losses liabilities, damages, expenses, including reasonable
attorneys fees and costs of  36 
   suit, to Buyer resulting from or related to any breach
of Sellers covenants, warranties and representations contained in this
Agreement (excluding breaches of Sections 3.1 (organization and corporate
power), 3.2 (authorization), 3.11 (capital stock), 3.12 (Options
or Other Rights) and 3.13 (Title to Shares) for which there is no time limitation)
of which Buyer gives notice to Sellers within two years after the Closing Date;
provided, however, such notice period shall be one year with
respect to the representations and warranties contained in Sections 3.3, 3.8
and 3.10; provided, however, that Buyer or its successors and
assigns will not be entitled to indemnification under this Section 8.1(a) for
any individual claim which is less than $25,000 and until the aggregate of all
claims that are within the scope of Sellers indemnity exceeds the sum of
$500,000, and then only to the extent of any amount in excess of $500,000; provided
further, that Sellers aggregate liability to indemnify Buyer under this
Section 8.1(a) shall not exceed $7,500,000; provided, however, such limitations
and thresholds shall not apply to a breach of the representations and
warranties contained in Sections 3.1 (organization and corporate power),
3.2 (authorization), 3.11 (capital stock), 3.12 (Options or
Other Rights) and 3.13 (Title to Shares), for which there shall be no
floor or cap; provided further, that from and after the date that the Closing
Balance Sheet is finalized in accordance with Section 1.3 of this Agreement,
Sellers shall not be liable for breach of any representations and warranties
that should have been resolved in connection with such preparation of the
Closing Balance Sheet.  Sellers shall be
entitled to control the defense and resolution, including any settlement, of
any matter as to which indemnity is sought against Sellers under this
Section 8.1(a).  Buyer shall
promptly notify Sellers in writing of any third party claims for which
indemnity is sought and Buyer shall cooperate fully in the defense of such
matters.  37 
   (b)           Sellers
shall indemnify Buyer and its affiliates, directors, officers, shareholders,
employees, agents representatives, successors and assigns against any and all
claims, and losses liabilities, damages, expenses, including reasonable
attorneys fees and costs of suit in excess of $250,000 to Buyer resulting from
or related to the matters set forth in the letter dated May 28, 2004 from Peter
Cameron to Jacques Alexandre.  The
indemnity provided in this Section 8.1(b) shall not be subject to the
limitations or applied against the $7,500,000 cap set forth in Section 8.1(a).  (c)           Sellers
shall indemnify Buyer and its affiliates, directors, officers, shareholders,
employees, agents representatives, successors and assigns against any and all
claims, and losses liabilities, damages, expenses, including reasonable
attorneys fees and costs of suit in excess of $1,100,000 to Buyer resulting
from any state tax related issues; provided that this indemnity shall expire on
the applicable statute of limitations on any state tax related claim and further
provided, that any such claim up to $1,100,000 may be brought by Buyer in
accordance with Section 8.1(a). 
Payments made or absorbed under this Section 8.1(c) in excess of the
reserve on the Closing Date Balance Sheet shall be applied against the $500,000
deductible in Section 8.1(a).  The
indemnity provided in this Section 8.1(c) shall not be subject to the
limitations or applied against the $7,500,000 cap set forth in Section 8.1(a).  8.2           Indemnity
of Buyer.  Buyer shall indemnify Sellers and their respective
affiliates, directors, officers, shareholders, employees, agents,
representatives, successors and assigns against any and all claims, and losses,
liabilities, damages, expenses, including reasonable attorneys fees and costs
of suit, to Sellers resulting from or related to any breach of Buyers
covenants, warranties and representations contained in this Agreement of which
Sellers give notice to Buyer within two  38 
   years after the Closing
Date and against any claims, liabilities or losses to Sellers arising out of or
resulting from or in connection with the operations of the Company subsequent
to the Closing Date.  Although it shall
consult with Sellers with respect to indemnity demands of Sellers which are
based on claims asserted by third parties against the Company, or Sellers,
Buyer shall be entitled to control the resolution, including any settlement, of
any matter as to which indemnity is sought against it under this
Section 8.2.  Sellers shall
promptly notify Buyer in writing of any third party claims for which indemnity
is sought and Sellers shall cooperate fully in the defense of such matters.  8.3           Mitigation.  (a)           Every
person seeking indemnification hereunder shall correct or mitigate, to the
extent practicable, any loss suffered by such person for which indemnification
is claimed hereunder, and the indemnifying party shall be liable only for the
amount thereof which is net of any insurance proceeds and other amounts paid
by, or offset against any amount owed to, any person not a party to this
Agreement (including any costs or expenses incurred to so correct or
mitigate).  In the event Buyer recovers
insurance proceeds with respect to matters that Sellers provided indemnity
pursuant to this Agreement, Buyer shall reimburse Sellers for their respective
expenditures in an amount equal to the funds recovered by Buyer from such
insurer.  If a person which has a right
of indemnification under this Article 8 reasonably can, by expenditure of
money, mitigate or otherwise reduce or eliminate any loss for which
indemnification would otherwise be claimed, such person shall take such action
and shall be entitled to reimbursement for such expenditures and all related
expenses.  The parties acknowledge and
agree that the indemnification provided under this Article 8 shall be the sole
and exclusive remedy of the parties with respect to the breach of any covenant,
representation or warranty contained herein.  39 
   (b)           Lowest
Cost Response.  Notwithstanding
anything in this Agreement to the contrary, Sellers indemnity obligation for
breach of any warranty in Section 3.22 (Environmental Losses),
for which Sellers have an indemnity obligation pursuant to this Agreement shall
be satisfied by implementation or indemnification for implementation of the
Lowest Cost Response.  The Lowest
Cost Response shall mean any compliance activity or any investigation,
cleanup, remediation, removal action or other response activity that
(i) satisfies applicable Environmental Laws that are in existence at the
time of the contemplated activity, (ii) is acceptable to Governmental
Authorities (as defined herein) having jurisdiction over the site,
(iii) is consistent with the operations being conducted at the site, and
(iv) can be achieved for the lowest financial cost as compared with other
potential response activities.  Government
Authorities shall mean any federal, state, local, municipal, foreign or
other government.  8.4           Matters
Involving Third Parties.  (a)           If
any third party (including any governmental agency or authority) shall notify
Buyer or Sellers, as the case may be (the Indemnified Party) with
respect to any matter (a Third Party Claim) which may give rise to a
claim for indemnification against either Buyer or Seller, as the case may be
(the Indemnifying Party) under this Article 8, then the Indemnified
Party shall promptly notify the Indemnifying Party thereof in writing.  (b)           The
Indemnifying Party shall, within 30 days after receipt of the notice described
in Section 8.4(a) above, assume and thereafter conduct the defense of the Third
Party Claim with counsel of its choice reasonably satisfactory to the
Indemnified Party at the sole expense of the Indemnifying Party; provided,
however, that the Indemnified Party may participate in such settlement or
defense through counsel chosen by such Indemnified Party, provided that the
fees and expenses of such counsel shall be borne by such Indemnified Party;  40 
   and provided, further, that the Indemnifying Party
will not consent to the entry of any judgment or enter into any settlement with
respect to the Third Party Claim without the prior written consent of the
Indemnified Party (not to be withheld unreasonably) unless the judgment or
proposed settlement involves only the payment of money damages by the
Indemnifying Party and does not impose an injunction or any other equitable
relief upon the Indemnified Party.  (c)           Unless
and until the Indemnifying Party assumes the defense of the Third Party Claim
as provided in Section 8.4(b) above, however, the Indemnified Party may defend
against the Third Party Claim in any manner it reasonably may deem appropriate,
but shall not thereby waive any right to indemnify therefor pursuant to this
Agreement; provided, however, that the Indemnified Party will not consent to
the entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the Indemnifying Party
(not to be withheld unreasonably).  8.5           Indemnification
Payment.  With respect to any indemnity payment under this
Article 8, the parties agree to treat, to the extent permitted by law, all
such payments as an adjustment to the consideration paid for the sale and
transfer of the Shares.  9.             MISCELLANEOUS  9.1           Expenses.  Each party to this Agreement shall pay its own
expenses (including, without limitation, the fees and expenses of their
respective agents, representatives, counsel and accountants) incidental to the
preparation, negotiation, and consummation of this Agreement and the
transactions contemplated hereby.  All
filing fees required to be paid under the HSR Act and the rules promulgated
thereunder shall be paid by Buyer.  41 
   9.2           Brokers.  Buyer has engaged Downer and Company as its financial
advisor in connection with the transactions contemplated hereby and shall be
solely responsible for the payment of such firms fee for such services.  Sellers have engaged Clarion Capital
Partners, LLC to act as its financial advisor in connection with the
transactions contemplated hereby and shall be solely responsible for the
payment of such firms fees for such services.  9.3           Access
to the Companys Properties.  From the date hereof to the Closing Date, Buyer and
its officers, directors, agents, lenders, employees and representatives shall
have the right at any time during normal business hours (in a manner that does
not unreasonably interfere with All-Clads business operations) with reasonable
advance notice and, at Sellers option, in the presence of Sellers or their
representatives, to visit and inspect All-Clads offices, plants and properties
and to examine its books, contracts, accounts and records.  Any such investigation shall be governed by
and subject to the terms of the Confidentiality Agreement.  9.4           Books
and Records.  Sellers shall have the right to retain copies of and
Sellers (as they reasonably require) and any taxing authority in the United
States shall have access to, for a period of six (6) years after the Closing
Date, relevant personnel of All-Clad and all books, records, files, documents
and other data relating to the business of All-Clad conducted prior to the
Closing Date, in each case, as is reasonably necessary for Sellers to file any
returns relating to taxes or to attend to any tax related issues.  42 
   9.5           Notices.  Any notice, request, demand or other communication
given by any party under this Agreement (each a notice) shall be in writing,
may be given by a party or its legal counsel, and shall be deemed to be duly
given (i) when personally delivered, or (ii) upon delivery by United
States Express Mail or similar overnight courier service which provides
evidence of delivery, or (iii) when three days have elapsed after its
transmittal by registered or certified mail, postage prepaid, return receipt
requested, addressed to the party to whom directed at that partys address as
it appears below or another address of which that party has given notice, or
(iv) when transmitted by telex (or equivalent service), the sender having
received the answer back of the addressee, or (v) when delivered by facsimile
transmission if a copy thereof is also delivered in person or by overnight
courier.  Notices of address change
shall be effective only upon receipt notwithstanding the provisions of the
foregoing sentence.:  If to Sellers:  Waterford Wedgwood plc 1/2 Upper Hatch Street Dublin 2, Ireland Attn:  Patrick
Dowling  Copy to:  Michael J. Flinn, Esq. Buchanan Ingersoll PC One Oxford Centre, 20th Floor 301 Grant Street Pittsburgh, PA 15219  43 
   If to Buyer: SEB SA
Chemin du Petit Bois BP 172 69134 Ecully Cedex (France) Attn: Jacques Alexandre, Senior Executive Vice
President  Copy to:  Peter P. Wallace, Esq. Morgan, Lewis & Bockius LLP 2 Gresham Street
London EC2V 7PE, England  9.6           Successors
and Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.  This Agreement or any part thereof, may not
be assigned without the prior written consent of the other party, which consent
may be withheld in the sole discretion of the other party.  Buyer shall have the right, without the
consent of Seller, to assign this Agreement and its rights and obligations
under this Agreement to a direct or indirect wholly-owned subsidiary of Buyer,
so long as Buyer agrees to remain primarily liable for the obligations of Buyer
under this Agreement.  9.7           Entire
Agreement and Modification.  This Agreement supersedes all prior agreements and
understandings between the parties or any of their respective affiliates
(written or oral) relating to the subject matter (except for the
Confidentiality Agreement), and is intended to be the entire and complete
statement of the terms of the agreement between the parties, and may be amended
or modified only by a written instrument executed by the parties.  The waiver by one party of any breach of
this Agreement by the other party shall not be considered to be a waiver of any
succeeding breach (whether of a  44 
   similar or a dissimilar
nature) of any such provision or other provision or a waiver of any such
provision itself.  No representation,
inducement, promise, understanding, condition or warranty not set forth herein
has been made or relied upon by either party hereto.  9.8           Termination
of Buyers Rights.  If Sellers fail to satisfy in all material respects
any of the conditions to Closing specified in Article 7 hereof at or prior
to Closing, and if any such failure either is not waived in writing by Buyer or
cured by Sellers within thirty days after written notice thereof by Buyer, then
Buyer may, without liability, terminate this Agreement by written notice to
Sellers, which such termination by Buyer shall in no way relieve Sellers of any
liability hereunder or under any other agreement between the parties.  If this Agreement is terminated (either by
Sellers or Buyer) after the 60-day period referred to in Section 2.1 has
expired (or if extended for 60 days by Sellers, after the period as so
extended), and solely because the shareholders of Waterford have not approved
this Agreement and the consummation of the transactions contemplated hereby,
Sellers shall immediately pay to Buyer a termination fee of $5,000,000 by wire
transfer of immediately available funds to such account as Buyer directs.  9.9           Termination
of Sellers Rights.  If Buyer fails to satisfy in all material respects any
of the conditions to Closing specified in Article 6 hereof at or prior to
Closing, and such failure either is not waived in writing by Sellers or cured
by Buyer within thirty days after written notice thereof by Sellers, then
Sellers may, without liability, terminate this Agreement by written notice to
Buyer, which such termination by Sellers shall in no way relieve Buyer of any
liability hereunder or under any other agreement between the parties.  45 
   9.10         Other
Termination.  If no Closing occurs within 60 days of the date of
this Agreement, and the failure to close is not the result of Sellers or
Buyers failure to satisfy in all material respects any of the conditions to
Closing specified in Articles 6 and 7 hereof at or prior to Closing, this
Agreement shall terminate without liability or further obligation to either of
the parties.  Notwithstanding the
foregoing, such termination shall in no way relieve either party hereto of any
liability to the other under any other agreement between the parties.  9.11         Survival
of Representations, Covenants and Warranties.  The representations and warranties made by Sellers and
Buyer herein shall survive the Closing for a period of two (2) years; provided
that the representations and warranties set forth in Sections
3.1 (organization and corporate power), 3.2 (authorization),
3.11 (capital stock), 3.12 (Options or Other Rights) and 3.13 (Title
to Shares) shall survive until the expiration of the applicable statute of
limitations; provided further that the representations and warranties set forth
in Section 3.3, 3.8 and 3.10 shall survive the Closing for a period of one (1)
year.  The covenants and agreements set
forth in Articles 5 and 8 hereof shall survive Closing, each in accordance
with its terms.  9.12         Section
and Other Headings.  The section and other headings contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.  9.13         Governing
Law.  This Agreement shall be interpreted and governed by
the laws of Delaware, without regard to its conflict of law provisions.  46 
   9.14         Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute one and the same instrument.  9.15         Further
Assurances.  Each of the parties shall execute such documents and
other papers and take such further actions as may be reasonably required to
carry out the provisions hereof and the transactions contemplated hereby.  Each party shall use its reasonable efforts
to fulfill or obtain the fulfillment of the conditions to the Closing.  9.16         Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition and
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  9.17         Confidentiality.  Sellers and Buyer agree to keep the terms of this
Agreement and any amendments to it or transactions arising from it confidential
except (i) as required to discharge the obligation of each of the parties to
file submissions and data with respect to the proposed transaction pursuant to
the HSR Act, (ii) as required to discharge Waterfords obligations in relation
to calling a Shareholder meeting or (iii) as otherwise agreed by the
parties.  The parties hereto agree that
before issuing any press release or making any public statement with respect to
this Agreement or the transactions contemplated hereby, the content of any such
disclosure shall be  47 
   communicated between the
parties and agreed to prior to the release thereof, except as required by
applicable law or government regulation.  9.18         No
Third Party Beneficiaries.  Neither this Agreement nor any provision hereof is
intended to confer upon any person (other than the parties hereto) any rights
or remedies hereunder.  9.19         Consent
to Jurisdiction.  Buyer hereby consents and voluntarily submits to
personal jurisdiction in Washington and Allegheny County Pennsylvania in and by
the federal courts of the Western District of Pennsylvania and the state and
local courts located in Washington and Allegheny County Pennsylvania, in any
action in which a claim is brought by Buyer with respect to this Agreement, and
agrees that it may be served with process in any such action by certified or
registered mail, return receipt requested, as provided in Section 9.5 hereof,
or to its registered agent for service of process in the state of its
incorporation.  Buyer irrevocably and
unconditionally waives and agrees not to plead, to the fullest extent permitted
by law, any objection that it may now or hereafter have to the laying of venue
or the convenience of the forum of any action with respect to this Agreement.  9.20         Specific
Performance.  Buyer and Sellers acknowledge and agree that failure
by the other to perform its obligations under this Agreement would cause such
party or parties to be materially and irreparably injured and to suffer
material loss; and that such injury and loss cannot be fully or adequately
compensated by the payment of money or by an award of damages and each shall be
entitled to the specific performance of this Agreement, in addition to all
other remedies that each might have, and that each of them will not object to
and will not hinder or delay the entry of a  48 
   decree of specific
performance against it in any action or suit brought under or in respect of
this Agreement.  9.21         Construction.  The Parties have participated jointly in the
negotiation and drafting of this Agreement. 
In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.  The word including shall mean including
without limitation.  9.22         Definition
of Knowledge.  The term knowledge of a particular entity means the
actual knowledge after reasonable investigation by a member of senior
management of such entity who would reasonably be expected to have knowledge of
the matter in question.  [Remainder of Page Intentionally Left Blank]  49 
   IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.  SELLERS:ATTEST:
  
  WATERFORD WEDGWOOD PLC/s/ Frank
  Johnston
  
  By:
  /s/ Peter B. CameronAuthorized
  OfficerATTEST:
  
  BALLYGUNNER HOLDINGS/s/ Frank
  Johnston
  
  By:
  /s/ Peter B. CameronAuthorized
  OfficerBUYER:ATTEST:
  
  SEB SA/s/ Jean-Pierre
  Lac
  
  By:
  /s/ Jacques AlexandreAuthorized
  Officer  50 
   SCHEDULES TO THE STOCK
PURCHASE AGREEMENT  BY AND AMONG WATERFORD WEDGWOOD PLC AND BALLYGUNNER HOLDINGS AND SEB SA  DATED AS OF  May 28, 2004  Capitalized terms
used herein and not otherwise defined herein shall have the meanings given to
such terms in the Stock Purchase Agreement, by and among Waterford Wedgwood
PLC, Ballygunner Holdings and SEB SA, dated as of May 28, 2004 (the
Agreement).  Matters reflected
in the following Schedules are not necessarily limited to matters required by
the Agreement to be reflected in the Schedules.  Such additional matters are set forth for informational purposes
only and shall not be deemed to expand in any way the information required to
be disclosed in the Schedules or to imply that other information with respect
to similar matters must be disclosed.Matters
disclosed on any Schedule shall be deemed to be disclosed in all other Schedules
to which such matters are relevant so long as a reasonable person reviewing
such Schedules, and the information related thereto, would conclude that the
information disclosed is responsive to such additional Schedules.  Headings have been
inserted in certain Schedules for convenience of reference only and shall to no
extent have the effect of amending or changing the express description of the
Schedules as set forth in the Agreement.  The Schedules are
qualified in their entirety by reference to the specific provisions of the
Agreement.  Disclosure of an item on any
Schedule attached hereto shall not be an admission by the Company as to the
materiality of such item.  Other than as
expressly set forth herein, all descriptions of agreements or other matters
appearing herein are summary in nature and the entire document reference in
such Schedule is incorporated therein by reference.  
   Schedule
A  WW Acquisition (Delaware) Corp. - 
(a Delaware Corporation)  All Clad Holdings, Inc. - (a Pennsylvania Corporation)  All Clad Metalcrafters LLC - (a Delaware LLC)  Clad Metals LLC - (a Delaware LLC)  Clad Holdings Corp. - (a Delaware Corporation)  All-Clad Export, Inc. - (a Barbados Corporation)  
   Schedule
1.1(b)  All-Clad
Liens        All-Clad Holdings, Inc has granted to
Barclays Bank plc (as security trustee) a continuing security interest in the
all LLC interests held by All-Clad Holdings, Inc. and proceeds) per Clause 2.1 of the Security Agreement.        All-Clad USA, Inc. has granted to Barclays
Bank plc a continuing security interest in the entire issued and outstanding
(including future issued) shares of common stock of WW Acquisition (Delaware)
Corp. and proceeds per Clause 2.1
and Schedule 1 of the Stock Pledge Agreement.        All-Clad Metalcrafters
L.L.C. has granted to Barclays Bank plc a continuing security interest in the
entire issued and outstanding (including future issued) shares of common stock
of Clad Holdings Corp. and proceeds per Clause
2.1 and Schedule1 of
the Stock Pledge Agreement.        WW Acquisition
(Delaware) Corp. has granted to Barclays Bank plc a continuing security
interest in the entire issued and outstanding (including future issued) shares
of common stock of All-Clad Holdings, Inc. and proceeds per Clause 2.1 and Schedule1 of the Stock
Pledge Agreement        Clad-Holdings Corp. has
granted to Barclays Bank plc a continuing security interest in the collateral
(bank accounts, material bank accounts and intellectual property), per the Security Agreement        Clad-Holdings Corp has granted to Barclays
Bank plc a first priority lien on and security interest in its trademarks
pursuant to the Trademark Security Agreement.        Clad Metals L.L.C. has granted to Barclays
Bank plc a first priority lien on and security interest in its patents pursuant
to the Patent Security Agreement.        Clad Metals L.L.C. and All-Clad
Metalcrafters L.L.C. each has authorized Barclays Bank plc to have control of
any collateral consisting of Material Bank Accounts pursuant to the Security Agreements.        Clad Metals L.L.C. has granted to Barclays
Bank plc a continuing security interest in the collateral (bank accounts,
material bank accounts, intellectual property, 
LLC interests and proceeds) pursuant to the Security Agreement.        All-Clad Metalcrafters
L.L.C. has granted to Barclays Bank plc a continuing security interest in the
collateral (bank accounts and material bank accounts and proceeds) pursuant to
the Security Agreement.        Clad Metals L.L.C. has granted a Mortgage, Assignment of Leases and Rents and Security
Agreement to Barclays Bank PLC as Security Trustee covering the real  
   property located at 424 Morganza Road, Canonsburg,
Washington County, Pennsylvania and all improvements now or hereafter located
on said real property and all rights, estates, interests, rents, profits and
other ownership interests of the mortgagor on said real property and
improvements including all interests as lessor and all fixtures and items of
personal property (including inventory) located on said real property and
improvements, all insurance maintained on the real property and improvements
and all claims for eminent domain and any other actions or events which
interfere with the use or value of the property.  
   Schedule
1.3(a)  Sample
Statement of Net Assets  See attached statement  
   (US
Dollars in Millions) Projected All Clad Statement of Net Assets As of June 30, 2004  Cash
  
  1.5A/R
  
  14.3Inventory
  
  25.4Other Current
  Assets
  
  0.8Deferred Taxes
  
  0.3Net PP&E
  
  9.3Total Assets
  
  50.5Accounts Payable
  
  7.1Accrued Expenses
  
  9.1Intercompany
  Note Payable
  
  63.0Equity
  
  (28.7
  )Total
  Liabilities and Equity
  
  50.5Net Book Value
  
  35.3
  
   Schedule
2.1(b)  Designated
Officers  Peter Cameron  Sam Michaels  
   Schedule
3.3  Financial
Statements  None.  
   Schedule
3.4  Absence
of Undisclosed Liabilities  None.  
   Schedule
3.5  Absence
of Certain Developments  The shares of stock in Spring USA, Inc., held by WW Acquisition
(Delaware) Corp. were previously distributed to a subsidiary of Waterford other
than All-Clad.  The operations of Spring
USA, Inc. are not now, and never were, part of the Business and the financial
results of Spring USA, Inc. are not included in the financial statements of
All-Clad disclosed to Buyer pursuant to Section 3.3 of this Agreement.  
   Schedule
3.6  Real
Property  Real Property Interests  Land and Building (Owned):
  424 Morganza RoadCanonsburg PA 15317Office Building(Leased):
  335 Morganza RoadFirst FloorCanonsburg PA 15317Lease Terms:
  Commencement Date  February 1, 2004Expiration Date  April 30, 2006Base Rent $42,884.54 for entire termOffice Building(Leased):
  335 Morganza RoadSecond FloorCanonsburg PA 15317Lease Terms:
  Commencement Date  May 1, 2003Expiration Date  April 30, 2006Base Rent $62,479.56 for Year 1Base Rent $69,270.72 for Year 2Base Rent $72,062.00 for Year 3Warehouse (Leased):
  36 Industrial DriveEighty-Four PANorth Strabane Township, Washington CountyLease Terms:
  Commencement Date  May 1, 2003Expiration Date  December 31, 2008Extension Term - two five-year renewalsBase Rent - $34,270.84 per month for the initial
  lease term   Liens  See Schedule 1.1(b)  Exceptions  None  
   Schedule
3.7  Tangible
Personal Property  See Schedule 1.1(b)  Equipment lien by Northside Bank pursuant to lease of fifteen (15)
watercoolers  
    Schedule 3.9(a)  Intellectual Property Rights  Trademarks licensed pursuant to the Trademark License Agreement dated
June 12, 2003 between Maytag Corporation and All-Clad Metalcrafters  Trademarks
licensed pursuant to the letter agreements between Emerils Food of Love
Productions, LLC and All-Clad as set forth on Schedule 3.17.  See attached
listing.  
   Clad Metals LLC  Patent Report by Invention
  
  Printed: 
  5/19/2004  COUNTRY
  
  REFERENCE#
  
  TYP
  
  FILED
  
  SERIAL#
  
  ISSUED
  
  PATENT
  
  STATUSStick Resistant Coating for CookwareInventor: Groll, William A.SWITZERLAND
  
  021608
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  
  
  0 966 910
  
  DESTROYEDGERMANY
  
  021603
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  
  
  69903767.0
  
  DESTROYEDEUROPEAN PATENT
  
  990869
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  11/6/2002
  
  0 966 910
  
  ISSUEDSPAIN
  
  021607
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  
  
  0 966 910
  
  DESTROYEDFRANCE
  
  021602
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  
  
  0 966 910
  
  DESTROYEDUNITED KINGDOM
  
  021609
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  11/6/2002
  
  0 966 910
  
  ISSUEDIRELAND
  
  021604
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  
  
  0 966 910
  
  DESTROYEDITALY
  
  021605
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  
  
  0 966 910
  
  DESTROYEDJAPAN
  
  990870
  
  CEQ
  
  6/23/1999
  
  176,683/99
  
  
  
  
  
  PUBLISHEDSOUTH KOREA
  
  990871
  
  CEQ
  
  6/24/1999
  
  1999-23983
  
  
  
  
  
  PENDINGNETHERLANDS
  
  021606
  
  CEQ
  
  6/10/1999
  
  99 111 291.3
  
  
  
  0 966 910
  
  DESTROYEDUNITED STATES
  
  980938
  
  FCA
  
  6/24/1998
  
  60/090,567
  
  
  
  
  
  EXPIREDUNITED STATES
  
  981901
  
  FCA
  
  12/15/1998
  
  09/211,749
  
  3/26/2002
  
  6,360,423
  
  ISSUEDUNITED STATES
  
  971759
  
  FCA
  
  12/16/1997
  
  60/069,817
  
  
  
  
  
  EXPIREDUNITED STATES
  
  020250
  
  CIP
  
  3/25/2002
  
  10/105,803
  
  
  
  
  
  PUBLISHEDBonding of Dissimilar MetalsInventor: Groll, William A.EUROPEAN PATENT
  
  001333
  
  CEQ
  
  1/29/1999
  
  99 905 542.9
  
  
  
  
  
  PUBLISHEDJAPAN
  
  001334
  
  CEQ
  
  1/29/1999
  
  2000-529922
  
  
  
  
  
  PUBLISHEDSOUTH KOREA
  
  001335
  
  CEQ
  
  1/29/1999
  
  2000-7008179
  
  
  
  
  
  PENDINGUNITED STATES
  
  980111
  
  NEW
  
  1/29/1998
  
  60/073,034
  
  
  
  
  
  EXPIREDUNITED STATES
  
  990138
  
  FCA
  
  6/16/1999
  
  09/331,114
  
  8/6/2002
  
  6,427,904
  
  ISSUEDWIPO
  
  990168
  
  CEQ
  
  1/29/1999
  
  PCT/US99/01974
  
  
  
  
  
  PUBLISHEDCopper Core Five-Ply Composite for Cookware and Method for
  Making SameInventor: Groll, William A.EUROPEAN PATENT
  
  001932
  
  CEQ
  
  5/4/1999
  
  99921654.2
  
  
  
  
  
  PUBLISHEDJAPAN
  
  001933
  
  CEQ
  
  5/4/1999
  
  2000-546947
  
  
  
  
  
  PENDINGSOUTH KOREA
  
  001934
  
  CEQ
  
  5/4/1999
  
  2000-7012314
  
  
  
  
  
  PENDINGUNITED STATES
  
  980592
  
  NEW
  
  5/4/1998
  
  60/084,177
  
  
  
  
  
  EXPIREDUNITED STATES
  
  990271
  
  FCA
  
  5/4/1999
  
  09/304,927
  
  7/31/2001
  
  6,267,830
  
  ISSUEDUNITED STATES
  
  990714
  
  CON
  
  12/23/1999
  
  29/116,068
  
  10/16/2001
  
  D449,204
  
  ISSUEDWIPO
  
  990690
  
  CEQ
  
  5/4/1999
  
  PCT/US99/09756
  
  
  
  
  
  PUBLISHEDMethod of Bonding Dissimilar Metals Using Aluminum
  ElectroplatingInventor: Groll, William A.UNITED STATES
  
  980493
  
  NEW
  
  
  
  
  
  
  
  
  
  PROPOSEDCopper Core Cooking Griddle and Method of Making SameInventor: Groll, William A.SWITZERLAND
  
  011664
  
  DCA
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDGERMANY
  
  011659
  
  DCA
  
  7/2/1999
  
  699 01 010.108
  
  3/13/2002
  
  DE 69901010 T2
  
  ISSUEDEUROPEAN PATENT
  
  990962
  
  CEQ
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDSPAIN
  
  011663
  
  DCA
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDFRANCE
  
  011658
  
  DCA
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDUNITED KINGDOM
  
  011665
  
  DCA
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDIRELAND
  
  011660
  
  DCA
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDITALY
  
  011661
  
  DCA
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDJAPAN
  
  990963
  
  CEQ
  
  7/9/1999
  
  195,261/99
  
  
  
  
  
  PUBLISHEDSOUTH KOREA
  
  990964
  
  CEQ
  
  7/9/1999
  
  1999/27793
  
  
  
  
  
  PENDINGNETHERLANDS
  
  011662
  
  DCA
  
  7/2/1999
  
  99 112 686.3
  
  3/13/2002
  
  0 970 648
  
  ISSUEDUNITED STATES
  
  981002
  
  NEW
  
  7/10/1998
  
  60/092,386
  
  
  
  
  
  EXPIREDUNITED STATES
  
  981626
  
  FCA
  
  2/18/1999
  
  09/252,583
  
  8/29/2000
  
  6,109,504
  
  ISSUED  1 
   COUNTRY
  
  REFERENCE#
  
  TYP
  
  FILED
  
  SERIAL#
  
  ISSUED
  
  PATENT
  
  STATUSTitanium Clad CookwareInventor: Groll, William A.UNITED STATES
  
  930033
  
  NEW
  
  10/19/1993
  
  08/139,213
  
  
  
  
  
  DESTROYEDMultiple Member Clad Metal Products and Methods of Making
  the SameAUSTRALIA
  
  75467-FBZ
  
  CEQ
  
  10/15/1975
  
  85,729/75
  
  12/18/1978
  
  495,547
  
  EXPIREDMultiple Member Clad Metal Products and Methods of Making
  the SameCANADA
  
  78640-FBZ
  
  CEQ
  
  10/13/1978
  
  313,432
  
  6/15/1982
  
  1,125,629
  
  EXPIREDClad Metal Product of CU, AL and Stainless SteelFRANCE
  
  78291-FBZ
  
  CEQ
  
  
  
  
  
  6/18/1984
  
  7,814,471
  
  DESTROYEDMultiple Member Clad Metal Products and, etc.UNITED KINGDOM
  
  75466-FBZ
  
  NEW
  
  
  
  
  
  8/17/1977
  
  1,488,984
  
  ABANDONEDMultiple Member Clad Metal Products and, etc.BELGIUM
  
  75486-FBZ
  
  NEW
  
  
  
  
  
  11/28/1975
  
  835,419
  
  ABANDONEDClad Metal Product of CU, AL and StainlessAUSTRALIA
  
  78284-FBZ
  
  NEW
  
  
  
  
  
  3/4/1983
  
  524,805
  
  ABANDONEDClad Metal Product of CU, AL and StainlessBELGIUM
  
  78286-FBZ
  
  NEW
  
  
  
  
  
  8/14/1978
  
  869,161
  
  ABANDONEDClad Metal Product of CU, AL and StainlessSWITZERLAND
  
  78290-FBZ
  
  NEW
  
  
  
  
  
  6/15/1981
  
  623,511
  
  ABANDONEDMultiple Member Clad Metal Products, etc.UNITED KINGDOM
  
  78641-FBZ
  
  NEW
  
  
  
  
  
  2/3/1982
  
  2,011,809
  
  ABANDONEDMultiple Member Clad Metal Products and etc.BELGIUM
  
  78643-FBZ
  
  NEW
  
  
  
  
  
  1/31/1979
  
  873,322
  
  ABANDONEDMember Clad Metal Products and Method ofSWITZERLAND
  
  78646-FBZ
  
  NEW
  
  
  
  
  
  4/30/1982
  
  629,421
  
  ABANDONEDMultiple Member Clad Metal Products and, etc.FRANCE
  
  78647-FBZ
  
  NEW
  
  
  
  
  
  9/10/1984
  
  7,831,916
  
  ABANDONEDClad Metal Products &ITALY
  
  78648-FBZ
  
  NEW
  
  
  
  
  
  10/12/1988
  
  1,195,069
  
  ABANDONEDMultiple Member Clad Metal Products and, etc.NORWAY
  
  79069-FBZ
  
  NEW
  
  
  
  
  
  7/8/1987
  
  1,55,999
  
  ABANDONEDClad Metal Products, etc.GERMANY
  
  84680-FBZ
  
  NEW
  
  
  
  
  
  3/22/1990
  
  P2560625.1
  
  ABANDONEDFabricated From Composite of Copper, Aluminum, etc.Inventor: Ulam, John B.UNITED STATES
  
  86514-FBZ
  
  NEW
  
  
  
  
  
  1/25/1977
  
  4,004,892
  
  EXPIREDMultiple Member Clad Metal Products, etc.SWITZERLAND
  
  75485-FBZ
  
  NEW
  
  
  
  
  
  12/29/1978
  
  607,555
  
  EXPIRED  2 
   COUNTRY
  
  REFERENCE#
  
  TYP
  
  FILED
  
  SERIAL#
  
  ISSUED
  
  PATENT
  
  STATUSHandle for CookwareInventor: Groll, William A.GERMANY
  
  001511
  
  CEQ
  
  8/10/2000
  
  400 07 894.5
  
  9/10/2000
  
  400 07 894
  
  ISSUEDUNITED KINGDOM
  
  001515
  
  CEQ
  
  8/10/2000
  
  2094858
  
  2/10/2000
  
  2094858
  
  ISSUEDSOUTH KOREA
  
  001513
  
  CEQ
  
  8/10/2000
  
  2000-20905
  
  9/5/2001
  
  283301
  
  ISSUEDTAIWAN
  
  001514
  
  CEQ
  
  8/10/2000
  
  89305431
  
  12/11/2001
  
  077748
  
  ISSUEDUNITED STATES
  
  991946
  
  NEW
  
  2/10/2000
  
  29/118,509
  
  
  
  
  
  DESTROYEDUNITED STATES
  
  002144
  
  CON
  
  12/15/2000
  
  29/134,181
  
  4/17/2001
  
  D440,463
  
  ISSUEDCryogenic Treatment of Cookware and BakewareInventor: Groll, William A.UNITED STATES
  
  001581
  
  NEW
  
  8/24/2000
  
  60/227,701
  
  
  
  
  
  EXPIREDUNITED STATES
  
  011416
  
  FCA
  
  8/24/2001
  
  09/939,301
  
  4/8/2003
  
  6,544,669
  
  ISSUEDCooking VesselInventor: Groll, William A.UNITED STATES
  
  010269
  
  NEW
  
  7/26/2001
  
  29/145,657
  
  5/27/2003
  
  D474,936
  
  ISSUEDBonded Metal Components Having Uniform Thermal
  Conductivity CharacteristicsInventor: Groll, William A.UNITED STATES
  
  011570
  
  NEW
  
  6/28/2002
  
  60/392,312
  
  
  
  
  
  EXPIREDUNITED STATES
  
  030481
  
  OTH
  
  6/27/2003
  
  10/608,898
  
  
  
  
  
  PENDINGWIPO
  
  031526
  
  CEQ
  
  8/13/2003
  
  PCT/US03/25400
  
  
  
  
  
  PENDINGMulti-Layer Composite Cookware for Heating To A Specific
  Temperature RangeInventor: Groll, William A.UNITED STATES
  
  011642
  
  NEW
  
  
  
  
  
  
  
  
  
  DESTROYEDVessel with Self-Regulating InductorInventor: Groll, William A.UNITED STATES
  
  012152
  
  NEW
  
  12/14/2001
  
  60/340,670
  
  
  
  
  
  DESTROYEDWIPO
  
  022158
  
  OTH
  
  12/13/2002
  
  PCT/US02/40021
  
  
  
  
  
  PUBLISHEDComposite Cookware Having Ceramic Coated Aluminum EdgesInventor: Groll, William A.UNITED STATES
  
  020652
  
  NEW
  
  3/19/2003
  
  60/455,759
  
  
  
  
  
  EXPIREDUNITED STATES
  
  043762
  
  FCA
  
  3/19/2004
  
  10/804,813
  
  
  
  
  
  PENDINGWIPO
  
  043763
  
  CEQ
  
  3/19/2004
  
  PCT/US2004/008728
  
  
  
  PENDINGFood Warming Apparatus with Self-Regulating InductorInventor: Groll, William A.UNITED STATES
  
  020838
  
  NEW
  
  4/26/2002
  
  60/375,648
  
  
  
  
  
  EXPIREDMethod of Manufacturing Stainless Steel Components for
  Induction Cookware and the LikeInventors: Groll, William A.;
  Boyle, DouglasUNITED STATES
  
  021132
  
  NEW
  
  6/20/2002
  
  60/390,280
  
  
  
  
  
  EXPIREDInduction Cookware Having a Decorative Outer SurfaceInventors: Groll, William A.UNITED STATES
  
  021276
  
  NEW
  
  6/28/2002
  
  60/392,508
  
  
  
  
  
  EXPIREDUNITED STATES
  
  030447
  
  FCA
  
  6/27/2003
  
  10/607,854
  
  
  
  
  
  PENDINGGriddle Plate Having a Vacuum Bonded Cook SurfaceInventors: Groll, William A.UNITED STATES
  
  021485
  
  NEW
  
  10/10/2003
  
  60/510,278
  
  
  
  
  
  PENDINGComposite Cookware Having Decorative Outer Surface and
  Improved Induction Heating CharacteristicsInventors: Groll, William A.UNITED STATES
  
  021486
  
  NEW
  
  9/19/2002
  
  60/412,323
  
  
  
  
  
  EXPIRED  3 
   COUNTRY
  
  REFERENCE#
  
  TYP
  
  FILED
  
  SERIAL#
  
  ISSUED
  
  PATENT
  
  STATUSCopper Clad Aluminum Core Composite Material and Method of
  Making SameInventors: Groll, William A.;
  Milnthorp, JohnUNITED STATES
  
  022118
  
  NEW
  
  11/19/2002
  
  60/427,460
  
  
  
  
  
  EXPIREDUNITED STATES
  
  032289
  
  FCA
  
  11/19/2003
  
  10/717,301
  
  
  
  
  
  PENDINGBakeware Having a Textured SurfaceInventors: Groll, William A.UNITED STATES
  
  030011
  
  NEW
  
  1/30/2003
  
  60/443,624
  
  
  
  
  
  EXPIREDUNITED STATES
  
  030203
  
  OTH
  
  2/27/2003
  
  29/176,767
  
  5/25/2004
  
  D490,268
  
  ISSUEDUNITED STATES
  
  030204
  
  OTH
  
  2/27/2003
  
  29/176,765
  
  5/11/2004
  
  D489,567
  
  ISSUEDUNITED STATES
  
  030205
  
  OTH
  
  2/27/2003
  
  29/176,766
  
  5/11/2004
  
  D489,568
  
  ISSUEDUNITED STATES
  
  030206
  
  OTH
  
  2/27/2003
  
  29/176,768
  
  
  
  
  
  PENDINGUNITED STATES
  
  030207
  
  OTH
  
  2/27/2003
  
  29/176,772
  
  
  
  
  
  PENDINGUNITED STATES
  
  032119
  
  FCA
  
  11/13/2003
  
  10/712,941
  
  
  
  
  
  PENDINGMethod of Bonding Aluminum and Stainless Steel for Truck
  Bumpers and the LikeInventors: Groll, William A.UNITED STATES
  
  030580
  
  NEW
  
  
  
  
  
  
  
  
  
  PROPOSEDComposite Metal Construction and Method of Making,
  Suitable for Lightweight Cookware and a Food WarmingInventors: Groll, William A.UNITED STATES
  
  031051
  
  NEW
  
  1/15/2004
  
  60/536,940
  
  
  
  
  
  PENDINGNon-Stick Cook SurfaceInventors: Groll, William A.UNITED STATES
  
  031324
  
  NEW
  
  3/19/2004
  
  10/804,561
  
  
  
  
  
  PENDINGMethod for Making Knife Blades and the Product Made
  TherefromInventors: Groll, William A.UNITED STATES
  
  031886
  
  NEW
  
  
  
  
  
  
  
  
  
  PROPOSEDMethod of Bonding Dissimilar Metals for Constructing Heat
  Exchanger FinsInventors: Groll, William A.;
  Milnthorp, JohnUNITED STATES
  
  032118
  
  NEW
  
  
  
  
  
  
  
  
  
  PROPOSEDElectric Warning TrayInventors: Groll, William A.UNITED STATES
  
  044221
  
  NEW
  
  
  
  
  
  
  
  
  
  PROPOSEDEND OF REPORT
  
  
  TOTAL ITEMS SELECTED
  
  99  4 
   Clad Metals LLC  Trademark Report by Mark
  
  
  
  
  
  Printed: 
  5/19/2004  COUNTRY
  
  REFERENCE#
  
  FILED
  
  APPL#
  
  REGDT
  
  REG#
  
  STATUS
  
  CLASSESALL-CLADARGENTINA
  
  000828
  
  2/25/1999
  
  2204535
  
  4/28/2000
  
  1,791,382
  
  REGISTERE
  
  2121 -AUSTRALIA
  
  000829
  
  2/25/1999
  
  786737
  
  2/25/1999
  
  786737
  
  REGISTERE
  
  2121 - Household or kitchen
  utensils and containers in this class; cookware, including fry pans,
  saucepans, sauciers, tapered pans for concentrating liquids, sauté pans,
  stockpots, casseroles, pasta cooking pots and colander inserts, brasier pans,
  roaster pans, stirfry pans, chefs pans, paella pans, omelette pans, au
  gratin pans, butter warmers, double boiler inserts and steamer inserts, and
  lids for all of the above; glassware, porcelain and earthenware in this
  class.BRAZIL
  000830
  
  4/14/1999
  
  821561570
  
  10/15/2002
  
  821561570
  
  REGISTERE
  
  2121 - Cookware, namely, fry
  pans, sauce pans, sauciers, tapered pans for concentrating liquids, sauté
  pans, stock pots, casseroles, pasta cooking pots and colander inserts,
  braiser pans, roaster pans, stir fry pans, chefs pans, paella pans, omelette
  pans, au gratin pans, butter warmers, double boiler inserts and steamer
  inserts, and lids for all the above, teakettles, grille pans, griddle plates,
  mixing bowls, kitchen tools, namely, slotted and solid cooking spoons,
  ladles, spatulas, whisks and skimmers, and bakeware, namely, loaf pans, cake
  pans, roll pans and cookie sheets.CANADA
  
  990176
  
  2/2/1999
  
  1,003,785
  
  3/21/2002
  
  559601
  
  REGISTERE
  
  01,02,0321 -01 - Cookware, namely, fry
  pans, sauce pans, sauciers, tapered pans, sauté pans, stock pots, casseroles,
  pasta cooking pots and colander inserts, braiser pans, roaster pans, stir fry
  pans, chefs pans, paella pans, omelette pans, au gratin pans, butter warmers,
  double boiler inserts and steamer inserts and lids for all of the above.02 - Cookware, namely, fry
  pans, sauce pans, sauciers, tapered pans for concentrating liquids, sauté
  pans, stock pots, casseroles, pasta cooking pots and colander inserts, braiser
  pans, roaster pans, stir fry pans, chefs pans, paella pans, omelette pans,
  au gratin pans, butter warmers, double boiler inserts and steamer inserts and
  lids for all of the above.03 - Griddle pans.CHILE
  
  000831
  
  5/14/1999
  
  449015
  
  11/15/1999
  
  552990
  
  REGISTERE
  
  2121 -CHINA
  
  000832
  
  4/2/1999
  
  9900032527
  
  9/14/2000
  
  1443873
  
  REGISTERE
  
  2121 - Cookware, namely, fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, sauté pans, stock pots,
  casseroles, pasta cooking pots, colander inserts, braiser pans, roaster pans,
  stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter warmers, double boiler inserts, steamer inserts, lids for all of the
  above.COLOMBIA
  
  000833
  
  5/27/1999
  
  99032815
  
  1/31/2000
  
  223,637
  
  REGISTERE
  
  2121 -EUROPEAN UNION
  
  990147
  
  1/28/1999
  
  1,057,686
  
  2/21/2000
  
  001057686
  
  REGISTERE
  
  2121 -HONG KONG
  
  000834
  
  2/25/1999
  
  9902262
  
  2/19/2001
  
  B1944/2001
  
  REGISTERE
  
  2121 - Household or kitchen utensils and containers
  (not of precious metal or coated therewith); cookware, fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, sauté pans, stock pots,
  casseroles, pasta cooking pots and colander inserts, braiser pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter warmers, double boiler inserts and steamer inserts; lids for all of
  the aforesaid goods.INDIA
  
  000835
  
  2/26/1999
  
  843033
  
  PENDING
  
  2121 -INDONESIA
  
  000836
  
  3/1/1999
  
  D99-2875
  
  9/8/2000
  
  453024
  
  REGISTERE
  
  2121 - Cookware, namely, fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, sauté pans, stock pots,
  casseroles, pasta cooking pots and colander inserts, braiser pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter warmers, double boiler inserts and steamer inserts, and lids for all
  of the above.JAPAN
  
  000837
  
  2/24/1999
  
  15730/1999
  
  1/21/2000
  
  4353701
  
  REGISTERE
  
  21MEXICO
  
  990177
  
  2/2/1999
  
  362,361
  
  2/2/1999
  
  622686
  
  REGISTERE
  
  2121 - Cookware, namely, griddle plates, fry pans,
  sauce pans, saucers, tapered pans for concentrated liquids, saute pans, stock
  pots, casseroles, pasta cooking pots and colander inserts, braiser pans,
  roaster pans, stir fry pans, chefs pans, paella pans, omelette pans, au
  gratin pans, butter warmers, double boiler inserts and steamer inserts and
  lids.NEW ZEALAND
  
  000839
  
  2/25/1999
  
  305709
  
  2/25/1999
  
  305709
  
  REGISTERE
  
  2121 -NORWAY
  
  000840
  
  7/22/1999
  
  198567
  
  
  
  
  
  REGISTERE
  
  2121 -  1 
   COUNTRY
  
  REFERENCE#
  
  FILED
  
  APPL#
  
  REGDT
  
  REG#
  
  STATUS
  
  CLASSESSINGAPORE
  
  011787
  
  11/21/2001
  
  T01/18008B
  
  11/21/2001
  
  T01/18008B
  
  REGISTERE
  
  2121 - Cookware, namely, griddle plates, fry pans,
  sauce pans, sauciere, tapered pans for concentrated liquids, saute pans,
  stock pots, casseroles, pasta cooking pots and colander inserts, braiser
  pans, roaster pans, stir fry pans, chefs pans, paella pans, omelette pans,
  au gratin pans, butter warmers, double boiler inserts and steamer inserts and
  lids.SOUTH AFRICA
  
  000841
  
  3/23/1999
  
  099/04629
  
  3/23/1999
  
  1999/04629
  
  REGISTERE
  
  2121 - Household or kitchen utensils and containers
  (not of precious metal or coated therewith); combs and sponges; brushes
  (except paint brushes); brush-making materials, articles for cleaning
  purposes; steelwool; unworked or semi-worked glass (except glass used in
  building); glassware, porcelain and earthenware not included in other
  classes.SOUTH KOREA
  
  000838
  
  3/19/1999
  
  8615/99
  
  
  
  
  
  ABANDONED
  
  2121 -SWITZERLAND
  
  000842
  
  
  
  
  
  2/24/1999
  
  463519
  
  REGISTERE
  
  2121 -TAIWAN
  
  000843
  
  2/25/1999
  
  88007607
  
  4/16/2000
  
  889810
  
  REGISTERE
  
  2121 - Fry pans, sauce pans, sauciers, tapered pans
  for concentrating liquids, saute pans, stock pots, casseroles, pasta cooking
  pots and colander inserts, braiser pans, roaster pans, stir fry pans, chefs
  pans, paella pans, omelette pans, au gratin pans, butter warmers, double
  boiler inserts and steamer inserts, and lids for all of the above.THAILAND
  
  000844
  
  4/29/1999
  
  386195
  
  
  
  
  
  ABANDONED
  
  2121 -UNITED KINGDOM
  
  990146
  
  1/29/1999
  
  2187420
  
  1/29/1999
  
  2187420
  
  REGISTERE
  
  2121 - Cookware, namely, griddle plates, fry pans,
  sauce pans, sauciers, tapered pans for concentrated liquids, sauté pans,
  stock pots, casseroles, pasta cooking pots and colander inserts, braiser
  pans, roaster pans, stir fry pans, chefs pans, paella pans, omelette pans,
  au gratin pans, butter warmers, double boiler inserts and steamer inserts,
  and lids.UNITED STATES
  
  971198
  
  8/29/1997
  
  75/349,372
  
  2/16/1999
  
  2,223,859
  
  REGISTERE
  
  2121 - Cookware, namely, fry pans, sauce pans,
  sauciers, windsor pans, saute pans, stock pots, casseroles, pasta cooking
  pots and colander inserts, brasier pans, roaster pans, stir fry pans, chefs
  pans, paella pans, omelette pans, au gratin pans, butter warmers, double
  boiler inserts and steamer inserts, and lids for all of the aboveUNITED STATES
  
  991157
  
  9/15/1999
  
  75/799,871
  
  6/25/2002
  
  2,585,922
  
  REGISTERE
  
  2121 - Bakeware and kitchen
  ToolsVENEZUELA
  
  000845
  
  3/18/1999
  
  4407/99
  
  7/7/2000
  
  n/a
  
  REGISTERE
  
  2121 -ALL-CLAD LogoUNITED STATES
  
  020853
  
  12/9/2002
  
  76/472,922
  
  2/3/2004
  
  2,810,088
  
  REGISTERE
  
  08,09,202108 - tongs and forks09 - measuring cups20 - hanging racks21 - bakeware and cookware, namely fry pans, sauce
  pans, sauciers, tapered pans for concentrating liquids, saute pans, stock
  pots, casseroles, pasta cooking pots and colander inserts, grille pans,
  griddle pans, brasier pans, roaster pans, rack inserts for roster pans, stir
  fry pans, chefs pans, paella pans, omelette pans, au gratin pans, butter
  warmers, and lids for all of the above, tea kettles, mixing bowls, cloanders,
  double boiler inserts and steamers inserts and cookware kitchen ware tools,
  namely slotted and solid cooking spoons, ladles, spatulas, whisks, gravy
  sauce and grease skimmers, turners and tool caddysALL-CLAD LTD (Stylized)UNITED STATES
  
  030572
  
  4/17/2003
  
  76/512,425
  
  
  
  
  
  PENDING
  
  2121 - cookware, namely, frying pans, sauce pans
  sauciers, tapered pans for concentrating liquids, casseroles, saute pans,
  stock pots, pasta cooking pots, and colander inserts, butter warmers,
  roasting pans, braiser pans, stir fry pans, chefs pans, paella, omelette
  pans, au gratin pans, steamer and double boiler inserts, grill pans, and lids
  for all of the above.ALL-CLAD METALCRAFTERS INC.UNITED STATES
  
  971197
  
  8/29/1997
  
  75/348,992
  
  2/9/1999
  
  2,222,428
  
  REGISTERE
  
  2121 - Cookware, namely, fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, saute pans, stock pots,
  casseroles, pasta cooking pots and colander inserts, braiser pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter watmers, double boiler inserts and steamer inserts, and lids for all
  of the above  2 
   COUNTRY
  
  REFERENCE#
  
  FILED
  
  APPL#
  
  REGDT
  
  REG#
  
  STATUS
  
  CLASSESCOP*R*COREUNITED STATES
  
  990144
  
  2/16/1999
  
  75/640,639
  
  
  
  
  
  ABANDONED
  
  021021 - Cookware, namely fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, saute pans, stock pots,
  casseroles, pasta cooking pots and colander inserts, brazier pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter warmers, double boiler inserts and steamer inserts, and lids for all
  of the above, and griddle platesCOPPER COREUNITED STATES
  
  990145
  
  2/16/1999
  
  75/640,638
  
  
  
  
  
  DESTROYED
  
  021021 - Cookware, namely fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, saute pans, stock pans,
  casseroles, pasta cooking pots and colander inserts, brazier pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelete pans, au gratin pans,
  butter warmers, double boiler inserts and steamer inserts, and lids for all
  of the above, and griddle platesCOPPERCOREUNITED STATES
  
  000720
  
  4/25/2000
  
  76/033,623
  
  
  
  
  
  ABANDONED
  
  2121 - Cookware, namely fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, saute pans, stock pots,
  casseroles, pasta cooking pots, and colander inserts, brazier pans, roaster
  pans, stir fry pans, butter warmers, double boiler inserts and steamer
  inserts, and lids for all of the above, and griddle plates.COPPER-COREUNITED STATES
  
  000719
  
  4/25/2000
  
  76/033,675
  
  6/24/2003
  
  2,730,862
  
  REGISTERE
  
  2121 - Cookware, namely fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, saute pans, stock pots,
  casseroles, pasta cooking pots, and colander inserts, brazier pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter warmers, double boiler inserts and steamer inserts, and lids for all
  of the above, and griddle plates.COP-R-CHEFUNITED STATES
  
  75480-FBZ
  
  
  
  
  
  9/27/1977
  
  1,074,054
  
  REGISTEREDURANELUNITED STATES
  
  980644
  
  9/28/1989
  
  73/828,079
  
  4/24/1990
  
  1,592,742
  
  REGISTERE
  
  66 -FIRELITE BY ALL-CLADUNITED STATES
  
  043775
  
  3/22/2004
  
  78/388,434
  
  
  
  
  
  PENDING
  
  2121 - Cookware, particularly cookware for hikers and
  campersGOLD STANDARDUNITED STATES
  
  991158
  
  9/15/1999
  
  75/799,861
  
  
  
  
  
  ALLOWED
  
  2121 - Cookware, Bakeware, and
  Kitchen ToolsUNITED STATES
  
  021839
  
  9/30/2002
  
  78/169,262
  
  8/5/2003
  
  2,747,390
  
  REGISTERE
  
  2121 - A digital photograph showing the mark on a
  container carrying applicants bakeware productsINDUCT-A-COREUNITED STATES
  
  91110
  
  2/12/1985
  
  521,994
  
  2/18/1986
  
  1,383,002
  
  REGISTERE
  
  66 - Composite metals for use in the further
  manufacture of finished goodsLEGENDUNITED STATES
  
  991180
  
  8/19/1999
  
  75/779,404
  
  
  
  
  
  ALLOWED
  
  2121 - Cookware, Bakeware and Kitchen ToolsLTDUNITED STATES
  
  990709
  
  6/7/1999
  
  75/723,357
  
  
  
  
  
  ABANDONEDMASTERCHEFUNITED STATES
  
  990710
  
  6/3/1996
  
  75/113,431
  
  6/24/1997
  
  2,073,725
  
  REGISTERE
  
  2121 -  3 
   COUNTRY
  
  REFERENCE#
  
  FILED
  
  APPL#
  
  REGDT
  
  REG#
  
  STATUS
  
  CLASSESPRO-CLADAUSTRALIA
  
  001522
  
  
  
  
  
  
  
  
  
  ABANDONEDEUROPEAN UNION
  
  000851
  
  3/8/1999
  
  1098193
  
  7/20/2000
  
  001098193
  
  REGISTERE
  
  2121 - Cookware and bakeware, fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, sauté pans, stock pots,
  casseroles, pasta cooking pots and colander inserts, braiser pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter warmers, double boiler inserts and steamer inserts, lids for all of the
  above, cookware and kitchenware utensils and tools.UNITED STATES
  
  000850
  
  2/12/1999
  
  75/641,648
  
  
  
  
  
  ABANDONED
  
  08,09,202108 -09 -20 -21 -UNITED STATES
  
  030537
  
  4/2/2003
  
  78/232,836
  
  PENDING
  
  2121 - bakeware and cookware, namely fry pans, sauce
  pans, sauciers, tapered pans for concentrating liquids, saute pans stock
  pots, casseroles, pasta cooking pots and colender inserts, grille pans,
  griddle pans, braiser pans,  roaster
  pans, rack inserts for roaster pans, stir fry pans, chefs pans, paella pans,
  omelette pans, augratin pans, butter warmers and lids for all of the above,
  tea kettles, mixing bowls, colanders, double boiler inserts and steamer
  inserts, and cookware and kitchen ware tools, namely, slotted and solid
  cooking spoons, ladles, spatulas, whisks, gravy, sauce and grease skimmers,
  turners, tool caddys, tongs, forks, measuring cups and hanging racks.ROTI PANUNITED STATES
  
  960797
  
  8/15/1996
  
  75/150,247
  
  7/15/1997
  
  2,079,278
  
  REGISTERE
  
  2121 - Cookware, namely, metal roasting pans made from
  aluminum stainless steelS DESIGNCANADA
  
  000847
  
  5/18/1999
  
  1,015,592
  
  1/30/2002
  
  TMA557,123
  
  REGISTERE
  
  2121 - Cookware, namely, fry pans, sauce pans,
  sauciers, tapered pans for concentrating liquids, sauté pans, stock pots,
  casseroles, pasta cooking pots and colander inserts, braiser pans, roaster
  pans, stir fry pans, chefs pans, paella pans, omelette pans, au gratin pans,
  butter warmers, double boiler inserts and steamer inserts, lids for all of
  the above; cookware and kitchen tools.EUROPEAN UNION
  
  000848
  
  3/30/1999
  
  1129147
  
  7/21/2000
  
  001129147
  
  REGISTERE
  
  2121 - Household or kitchen utensils and containers
  (not of precious metal or coated therewith); cookware and bakeware, namely,
  fry pans, sauce pans, sauciers, tapered pans for concentrating liquids, saute
  pans, stock pots, casseroles, pasta cooking pots and colander inserts,
  brasier pans, roaster pans, stir fry pans, chefs pans, paella pans, omelette
  pans, au gratin pans, butter warmers, double boiler inserts and steamer
  inserts; combs and sponges, brushes (except paint brushes); brush-making
  materials; articles for cleaning purposes; steelwool; unworked or semi-worked
  glass (except glass used in building); glassware, porcelain and earthenware
  not included in other classes; parts and fittings for all the aforegoing.MEXICO
  
  000849
  
  4/14/1999
  
  371198
  
  4/14/1999
  
  619923
  
  REGISTERE
  
  2121 -UNITED STATES
  
  000846
  
  4/6/1999
  
  75/674,778
  
  1/23/2001
  
  2,422,746
  
  REGISTERE
  
  08,09,202108 -09 -20 -21 -END OF REPORT
  
  TOTAL ITEMS SELECTED
  
  50  4 
   Schedule 3.11  Outstanding Capital Stock  See attached
listing.  
   SHARE
SUMMARY  COMPANY
  
  Authorized
  Shares
  
  Issued
  Shares
  
  Per Value
  $s
  
  Shareholder
  
  %age
  OwnershipAll-Clad USA Inc.
  1105 North Market Street
  Suite 1142
  Wilmington, DE 19801
  
  200,000
  
  100,000
  
  1.00
  
  Ballygunner Holdings
  
  100Waterford Wedgwood Acquisition (DE) Corp.
  1105 North Market Street
  Suite 1142
  Wilmington, DE 19801
  
  3,000
  
  1,000
  
  0.01
  
  All-Clad USA, Inc. (formerly Killbarry Partners)
  
  100All-Clad Holdings, Inc.
  424 Morganza Road
  Canonsburg, PA 18042
  
  50,000,000
  
  6,250,000
  
  0.01
  
  Waterford Wedgwood Acquisition (DE) Corp.
  
  100All-Clad Export, Inc.
  RR #2
  Canonsburg, PA 18042
  
  3,000
  
  1,000
  
  1.00
  
  All-Clad Holdings, Inc.
  
  100Clad Metals LLC
  424 Morganza Road
  Canonsburg, PA 18042
  
  N/A
  (1)
  N/A
  (1)
  N/A
  (1)
  All-Clad Holdings, Inc.
  
  100All-Clad Metalcrafters LLC
  424 Morganza Road
  Canonsburg, PA 18042
  
  N/A
  (1)
  N/A
  (1)
  N/A
  (1)
  Clad Metals LLC
  
  100Clad Holdings Corp.
  1105 North Market Street
  Suite 1142
  Wilmington, DE 19801
  
  1,000
  
  100
  
  1.00
  
  All-Clad Metalcrafters LLC
  
  100  
 (1) Single Member Limited
Liability Company.  No capital shares
authorized or issued.  Single Member
Certificates held by respective 100% owners.  
   Schedule 3.14  Compliance with Laws  See Schedule 3.16.  
   Schedule
3.15  No
Breach  Shareholder consent of Waterford is required to consummate the
transactions contemplated by this Agreement.  The transactions contemplated by this Agreement may require a filing under
the HSR Act.  
   Schedule 3.16  Litigation  Per a letter from our outside attorney to our auditor dated April 26,
2004, Webb Ziensenheim Logsdon Orkin & Hanson, P.C. (Pittsburgh PA), the
firm is currently representing Clad Metals LLC in Clad Metals LLC, Plaintiff v.
Costco Wholesale Corporation and Meyer Corporation U.S., Defendants in Civil
Action No. 04-0349 filed March 8, 2004 in the Western District of Pennsylvania
for infringement of United States Design Patent No. D-474,436, false
designation of origin and unfair competition and common law unfair competition.  Per a letter from our outside attorney to our auditor dated April 28,
2004, ReedSmith LLP (Pittsburgh PA) is currently representing All-Clad
Metalcrafters LLC in Civil Action No. 04 0064 (W.D. Pa.) for Richard E. Howard
v. All Clad Metalcrafters.  This is a
claim of monetary damages from racial harassment by a current employee.  The matter is currently in discovery.  
   Schedule 3.17  Material and Affiliated Contracts  Emeril Lagasse Cookware,
Bakeware, and Cooking Tools letter agreement between All-Clad and Emeril
Lagasse dated September 28, 1999 (as amended February 22, 2002 by amendment
between All-Clad and Emerils Food of Love Productions, LLC f/b/o Emeril
Lagasse)  Emeril Lagasse Small
Electrics Cooking Appliances letter agreement dated February 22, 2002 between
All-Clad and Emerils Food of Love Productions LLC  Trademark License
Agreement dated June 12, 2003 between All-Clad Metalcrafters and Maytag
Corporation  Underwriting Agreement
between All-Clad Metalcrafters Inc. and Ming East-West, LLC dated April 3, 2003  License Agreement dated
October 1, 2002 between All Clad Metalcrafters LLC and Clad Holdings Corp  Employment Agreement,
dated June 15, 2000 between Peter Cameron and All-Clad Holdings, Inc.  Employment Agreement
dated January 1, 2004 between Frank Johnston and Holdings  Employment Agreement
dated January 1, 2004 between Catherine Fischer and Holdings  Warehouse Lease Agreement
(see Schedule 3.6) dated May 1, 2003 among Larry Myer, Richard Myer, Alan Myer
and All-Clad Metalcrafters, LLC  Workers Compensation
& Employers Liability Policy effective January 1, 2004 issued by Commerce
and Industry Insurance Company, policy #wc359-27-6  Summary of renewal of AON
Medical Insurance Policy for medical loss and dental prepared for All-Clad
Metalcrafters Inc.  Letter Agreement dated
August 1, 2002 by and between Reunion Communications Corp (d/b/a A La Carte
Communications) and All-Clad Metalcrafters LLC (re: Michael Chiarellos Napa)  Letter Agreement dated
August 1, 2002 by and between Reunion Communications Corp (d/b/a A La Carte
Communications) and All-Clad Metalcrafters LLC (re: Julia Child & Jacques
Pepin)  
   Schedule 3.18  Licenses and Permits  None.  
   Schedule 3.19  Labor Matters  List of collective bargaining agreements:  Clad Metals LLC, All-Clad Metalcrafters LLC, and United Steelworkers of
America Local Union 3403  March 1, 2004 to February 29, 2008 Union Agreement  List of all material non-compliance with labor laws:  None.  List of any labor disputes or grievances:  All-Clad is currently evaluating a grievance from an employee from
Local Union #3403 of the United Steelworkers of America, which All-Clad
believes is not material in nature. 
All-Clad has provided details of such grievance to Buyer.  
   Schedule 3.21  Tax Matters  None.  
   Schedule 3.22  Environmental Matters  None.  
   Schedule 3.24  Insurance  List of all insurance policies: Boiler & Machinery Renewal Policy Workers Compensation & Employers Liability Policy Automobile Liability & Physical Damage Policy Umbrella Policy Directors and Officers Insurance Policy Marine Insurance Policy Fidelity Insurance Policy Medical Insurance Policy Disability Insurance Policy Life Insurance Policy  all salaried employees Life Insurance Policy  2 executives with term policies Catastrophic Stop Loss Policy Dental Insurance Policy  Management is not
aware of any instances where policies will be allowed to lapse prior to
closing.  
   Schedule 3.25(a)  Employee Benefit Plans  United Steelworkers of America (USWA) Savings Program  Salaried
Employees of All-Clad Metalcrafters, Inc. and Clad Metals, Inc. 401(k) Savings
Plan  United
Steelworkers of America (USWA) Savings Program Employees of All-Clad
Metalcrafters, Inc. and Clad Metals, Inc. 401(k) Savings Plan  See insurance
policies covering employees set forth on Schedule 3.24.  
   Schedule 3.25(b)  Employee Benefit Plans or ERISA Regs.  All-Clad is
currently preparing the necessary IRS forms 5500 with respect to its medical plan.  
   Schedule 3.25(d)  Death Benefits or Health Care
Coverage  None.