<PAGE>
                                                                    EXHIBIT 10.6


                              THE FIRST YEARS INC.

            2002 AMENDED AND RESTATED STOCK OPTION PLAN FOR DIRECTORS

1.   PURPOSE

The purpose of this 2002 Amended and Restated Stock Option Plan for Directors
(the "Plan") is to advance the interests of The First Years Inc. (the
"Company"), by enhancing the ability of the Company to attract and retain
directors who are in a position to make significant contributions to the success
of the Company and to reward directors for such contributions through ownership
of shares of the Company's common stock (the "Stock").

2.   ADMINISTRATION

The Plan shall be administered by a committee (the "Committee") of the Board of
Directors (the "Board") of the Company designated by the Board for that purpose.
Unless and until a Committee is appointed, the Plan shall be administered by the
entire Board, and references in the Plan to the "Committee" shall be deemed
references to the Board. The Committee shall have authority, not inconsistent
with the express provisions of the Plan (a) to issue options granted in
accordance with the formula set forth in this Plan to such directors as are
eligible to receive options and to amend the formula from time to time; (b) to
issue options on a discretionary basis to such eligible directors as the
Committee shall choose; (c) to prescribe the form or forms of instruments
evidencing options and any other instruments required under the Plan and to
change such forms from time to time; (d) to adopt, amend and rescind rules and
regulations for the administration of the Plan and to waive any conditions of
any award; and (e) to interpret the Plan and to decide any questions and settle
all controversies and disputes that may arise in connection with the Plan. Such
determinations of the Committee shall be conclusive and shall bind all parties.

3.   EFFECTIVE DATE AND TERM OF THE PLAN

The Plan became effective on the date on which the Plan was initially approved
by the Board of Directors of the Company, subject to approval by the
stockholders of the Company. No option shall be granted under the Plan after
January 7, 2013, but options previously granted may extend beyond that date.

4.   SHARES SUBJECT TO THE PLAN

     (a) NUMBER OF SHARES. Subject to adjustment as provided in Section 4(c),
     the aggregate number of shares of Stock that may be delivered upon the
     exercise of options granted under the Plan shall be 560,000. If any option
     granted under the Plan terminates without having been exercised in full,
     the number of Shares of Stock as to which such option was not exercised
     shall be available for future grants within the limits set forth in this
     Section 4(a). If any Stock purchased on exercise of an Option is paid for
     through the delivery of shares of Stock or if shares of Stock are held back
     by the Company, or delivered to the Company, to satisfy a tax withholding
     requirement on an Award, the number of shares of Stock delivered to or held
     back by the Company shall not be available for future grants.

     (b) SHARES TO BE DELIVERED. Shares delivered under the Plan shall be
     authorized but unissued Stock or, if the Board so decides in its sole
     discretion, previously issued Stock acquired by the Company and held in
     treasury. No fractional shares of Stock shall be delivered under the Plan.

     (c) CHANGES IN STOCK. In the event of a stock dividend, stock split or
     combination of shares, recapitalization or other change in the Company's
     capital stock, after the effective date of the Plan, the number and kind of
     shares of stock or securities of the Company subject to options then
     outstanding or
<PAGE>
     subsequently granted under the Plan, the maximum number of shares or
     securities that may be delivered under the Plan, the exercise price, and
     other relevant provisions shall be appropriately adjusted by the Committee,
     whose determination shall be binding on all persons.

5.   ELIGIBILITY FOR OPTIONS

Directors eligible to receive options ("Eligible Directors") shall be those
directors of the Company who are not employees of the Company or of any
subsidiary of the Company; provided that the Committee may in its discretion
choose to designate as an Eligible Director, for some or all purposes of this
Plan, a director of a subsidiary of the Company, whether or not employed by the
Company or a subsidiary.

6.   TERMS AND CONDITIONS OF OPTIONS

     (a) NUMBER OF OPTIONS

           (i) Each Eligible Director, upon his or her election to the Board,
     shall be awarded an option covering 10,000 shares of Stock, which will
     become fully vested in three equal annual installments commencing on the
     first anniversary of such election. On the date of each annual meeting,
     following the election of directors, each Eligible Director who served on
     the Board for the entire previous twelve months shall be awarded an option
     covering 5,000 shares of Stock. The options awarded under this paragraph
     (a)(i) shall be collectively referred to as the "Formula Options."

           (ii) The Committee shall also have the authority under the Plan to
     award options to purchase stock to Eligible Directors in such amounts and
     on such terms not inconsistent with this Plan, as it shall determine at
     the time of the award. The options awarded under this paragraph (a)(ii)
     shall be collectively referred to as the "Discretionary Options."

     (b) EXERCISE PRICE. The exercise price of each option shall be 100% of the
     fair market value per share of the Stock at the time the option is
     granted. In no event, however, shall the option price be less, in the case
     of an original issue of authorized stock, than par value per share. For
     purposes of this paragraph, (A) the fair market value of a share of Stock
     on any date shall be the Closing Price on such day or, if there were no
     Closing Price on such day, the latest day prior thereto on which there was
     a Closing Price; and (B) the "Closing Price" of the Stock on any business
     day will be the last sale price as reported on the principal market on
     which the Stock is traded or, if no last sale is reported, then the mean
     between the highest bid and lowest asked prices on that day.

     (c) DURATION OF OPTIONS. The latest date on which an option may be
     exercised (the "Final Exercise Date") shall be the date which is ten years
     from the date the option was granted.

     (d) EXERCISE OF OPTIONS

           (i) Each Formula Option shall become exercisable to the full extent
     of all shares covered thereby immediately upon the date of the grant;
     provided, however, that the options covering 10,000 shares of Stock
     awarded upon an Eligible Director's initial election shall become
     exercisable in three equal annual installments commencing on the first
     anniversary of such election.

           (ii) Each Discretionary Option shall become exercisable at such time
     or times as the Committee shall determine.
<PAGE>
            (iii) Any exercise of any option shall be in writing, signed by the
      proper person and delivered or mailed to the Company, accompanied by (1)
      any documentation required by the Committee and (2) payment in full for
      the number of shares for which the option is exercised.

            (iv) The Committee shall withhold from the number of shares
      otherwise issuable to the individual upon exercise a number of shares with
      a fair market value equal to any federal, state, or local withholding tax
      requirements due upon the exercise of the option.

            (v) If an option is exercised by the executor or administrator of a
      deceased director, or by the person or persons to whom the option has been
      transferred by the director's will or the applicable laws of descent and
      distribution, the Company shall be under no obligation to deliver Stock
      pursuant to such exercise until the Company is satisfied as to the
      authority of the person or persons exercising the option.

      (e) PAYMENT FOR AND DELIVERY OF STOCK. Stock purchased under the Plan
      shall be paid for as follows: (i) in cash or by check (acceptable to the
      Company in accordance with guidelines established for this purpose), bank
      draft, or money order payable to the order of the Company; (ii) through
      the delivery of shares of Stock (which, in the case of shares of Stock
      acquired from the Company, have been outstanding for at least six months)
      having a fair market value on the last business day preceding the date of
      exercise equal to the purchase price; (iii) by delivery of an
      unconditional and irrevocable undertaking by a broker to deliver promptly
      to the Company sufficient funds to pay the exercise price; or (iv) by any
      combination of the permissible form of payment; provided that if the Stock
      delivered upon exercise of the option is an original issue of authorized
      Stock, at least so much of the exercise price as represents the par value
      of such Stock shall be paid other than with a personal check or promissory
      note of the option holder.

      An Option Holder shall not have the rights of a stockholder with regard to
      awards under the Plan except as to Stock actually received by him or her
      under the Plan.

      The Company shall not be obligated to deliver any shares of Stock (a)
      until, in the opinion of the Company's counsel, all applicable federal and
      state laws and regulations have been complied with; (b) if the outstanding
      stock is at the time listed on any stock exchange, until the shares to be
      delivered have been listed or authorized to be listed on such exchange
      upon official notice of issuance; and (c) until all other legal matters in
      connection with the issuance and delivery of such shares have been
      approved by the Company's counsel. If the sale of Stock has not been
      registered under the Securities Act of 1933, as amended, the Company may
      require, as a condition to exercise of the option, such representations or
      agreements as counsel for the Company may consider appropriate to avoid
      violation of such Act and may require that the certificates evidencing
      such Stock bear an appropriate legend restricting transfer.

      (f) NONTRANSFERABILITY OF OPTIONS. Except as otherwise specified by the
      Committee, no option may be transferred other than by will, by the laws of
      descent and distribution, or to immediate family members as defined in
      Rule 16a-1(e) under the Securities and Exchange Act of 1934, to a trust
      for the benefit of immediate family members, or to partnerships and
      corporations whose sole equity owners are immediate family members, and
      during a director's lifetime an option may be exercised only by him or
      her, or by a valid transferee under this Section 6(f).

      (g) DEATH. Upon the death of any Eligible Director granted options under
      this Plan, unless the Committee determines otherwise, all options not then
      exercisable shall terminate. All options held by the director that are
      exercisable immediately prior to death may be exercised by his or her
      executor or administrator, or by the person or persons to whom the option
      is transferred by will or the applicable laws of descent or distribution,
      at any time within one year after the director's death (subject, however,
      to
<PAGE>
      the limitations of Section 6(c) regarding the maximum exercise period for
      such option). After completion of that one-year period, such options shall
      terminate to the extent not previously exercised.

      (h) OTHER TERMINATION OF STATUS OF DIRECTOR. Except as the Committee may
      otherwise specify, if a director's service with the Company terminates for
      any reason other than death, all options held by the director that are not
      then exercisable shall terminate. Options that are exercisable on the date
      of termination shall continue to be exercisable for a period of three
      years (subject to Section 6(c)). After completion of that three-year
      period, such options shall terminate to the extent not previously
      exercised, expired or terminated.

      (i) MERGERS, ETC. In the event of a consolidation or merger in which the
      Company is not the surviving corporation (other than a consolidation or
      merger in which the holders of Stock of the Company acquire a majority of
      the voting stock of the surviving corporation) or which results in the
      acquisition of substantially all the Company's outstanding Stock by a
      single person or entity or by a group of persons and/or entities acting in
      concert, or in the event of a sale or transfer of substantially all of the
      Company's assets or a dissolution or liquidation of the Company, all
      options hereunder will terminate; provided that 20 days prior to the
      effective date of any such merger, consolidation, sale, dissolution, or
      liquidation, all options outstanding hereunder that are not otherwise
      exercisable shall become immediately exercisable.


7.    EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, TERMINATION AND
EFFECTIVENESS

Neither adoption of the Plan nor the grant of options to a director shall affect
the Company's right to grant to such director options that are not subject to
the Plan, to issue to such directors Stock as a bonus or otherwise, or to adopt
other plans or arrangements under which Stock may be issued to directors.

The Committee may at any time terminate the Plan as to any further grants of
options. The Committee may at any time or times amend the Plan for any purpose
which may at the time be permitted by law.