<PAGE>   1
                                                    EXHIBIT 10.4
                                                    ------------

                                EKCO GROUP, INC.

                  1988 DIRECTORS' STOCK OPTION PLAN, AS AMENDED

                                                                
I. DEFINITIONS AND PURPOSES
   ------------------------

         A.       Definitions

                  Unless otherwise specified or unless the context otherwise
                  requires, the following terms, as used in this 1988 Directors'
                  Stock Option Plan, have the following meanings:

                  (1)      "COMPANY" means Ekco Group, Inc.

                  (2)      "PLAN"  means this 1988 Directors' Stock Option Plan.

                  (3)      "BOARD OF DIRECTORS" means the Board of Directors of 
                           the Company.

                  (4)      "AFFILIATE" means a corporation which owns at least
                           fifty percent (50%) of the outstanding capital stock
                           of the Company, directly or indirectly, or a
                           corporation in which the Company or an Affiliate,
                           directly or indirectly, owns at least fifty (50%) of
                           the outstanding capital stock of such corporation.

                  (5)      "OUTSIDE DIRECTOR" means any Director of the Company
                           who is not an employee of the Company or of an
                           Affiliate at the time of the grant of the Option, who
                           has not been an employee of the Company or of an
                           Affiliate at any time within one (1) year prior to
                           such time of grant and who has been elected to serve
                           as a Director by the Company's stockholders.

                  (6)      "OPTION" means a right or option granted under the 
                           Plan.

                  (7)      "OPTION AGREEMENT" means an agreement between the 
                           Company and a Participant executed and delivered 
                           pursuant to the Plan.

                  (8)      "PARTICIPANT" means an Outside Director to whom an
                           Option is granted under the Plan, or, where the
                           context requires, his or her legal representative.

                  (9)      "PARTICIPANT'S SURVIVORS" means a deceased
                           Participant's legal representatives and/or any person
                           or persons who acquired the Participant's rights to
                           an Option by will or by the laws of descent and
                           distribution.

                  (10)     "SHARES" means the following shares of the capital
                           stock of the Company as to which Options have been or
                           may be granted under the Plan: Common Stock, $0.01
                           par value, or any shares


(08-22-95)
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                           of capital stock into which the Shares are changed or
                           for which they are exchanged within the provisions of
                           Article VII of the Plan. The shares issued upon
                           exercise of Options granted under the Plan may be
                           authorized and unissued shares or shares held by the
                           Company in its treasury, or both.

         B.       Purposes of the Plan:
                  --------------------- 
                
                           The Plan is intended to encourage ownership of shares
                           by Outside Directors in order to attract such Outside
                           Directors, to induce such Outside Directors to remain
                           as Directors of the Company and to provide additional
                           incentive for such Outside Directors to promote the
                           success of the Company. The Plan is intended to
                           comply in all respects with Rule 16b-3 or its
                           successors, promulgated pursuant to Section 16 of the
                           Securities Exchange Act of 1934, as amended (the
                           "1934 Act"), with respect to Participants who are
                           subject to Section 16 of the 1934 Act, and any
                           provision in this Plan with respect to such persons
                           contrary to Rule 16b-3 shall be deemed null and void
                           to the extent permissible by law.

II.      SHARES SUBJECT TO THE PLAN
         --------------------------

         The aggregate number of Shares as to which Options may be granted from
         time to time shall be 600,000 Shares as of the date of adoption of this
         Plan (and the equivalent of stock-split, stock dividend, combination,
         recapitalization or similar transaction effected after such date).

         If an Option ceases to be "outstanding", in whole or in part, the
         Shares which were subject to such Option shall be available for the
         granting of other Options under the Plan. Any Option shall be treated
         as "outstanding" until such Option is exercised in full or terminates
         or expires under the provisions of the Plan or by agreement of the
         parties to the pertinent Option Agreement. The aggregate number of
         Shares as to which Options may be granted shall be subject to change
         only by means of an amendment of the Plan duly adopted by the Company
         and approved by the stockholders of the Company within twelve (12)
         months before or after the date of the adoption of any such amendment,
         subject to the provisions of Article VII.

III.     ELIGIBILITY FOR PARTICIPATION
         -----------------------------

         Each Participant must be an Outside Director of the Company at the time
         an Option is granted. Upon the later of the approval of this Plan by
         the Board of Directors of the Company or the date on which he or she
         becomes an Outside Director (the "Grant Date"), each Outside Director
         shall be automatically granted an Option with an exercise price equal
         to the fair market value of a Share determined as set forth in
         subparagraph A(2) of Article IV below and for that number of Shares as
         is determined by dividing (i) $100,000 by (ii) the fair market value of
         a Share determined as set forth in subparagraph A(2) of Article IV,
         rounded to the nearest whole Share, but in no event to be greater than
         50,000 Shares. No Outside Director shall be entitled to be granted more
         than one Option pursuant to this Plan.

IV.      TERMS AND CONDITIONS OF OPTIONS
         -------------------------------

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         Each Option shall be set forth in an Option Agreement substantially in
         the form hereto annexed and marked Exhibit A, duly executed on behalf
         of the Company and by the Participant to whom such Option is granted.
         No Option shall be exercisable unless an Option Agreement shall have
         been duly executed on behalf of the Company and by the Participant.
         Each such Option Agreement shall be subject to at least the following
         terms and conditions:

         A.       Exercise Price:
                  --------------

         (1)      The exercise price (per share) of the Shares covered by each
                  Option shall be the "fair market value" as hereinafter defined
                  (per share) of the Shares, determined as of the Grant Date.

         (2)      For purpose of the forgoing subparagraph (1), fair market
                  value shall be determined as follows. If such Shares are then
                  listed on any national securities exchange, the fair market
                  value shall be the mean between the high and low sales prices,
                  if any, on the largest such exchange on which such prices were
                  reported for the Grant Date, or, if none, on the most recent
                  trade date thirty (30) days or less prior to the Grant Date
                  for which such prices are reported. If the Shares are not then
                  listed on any such exchange, the fair market value of such
                  shares shall be the mean between the closing "Bid" and the
                  closing "Ask" prices, if any, as reported in the National
                  Association of Securities Dealers Automated Quotation System
                  ("NASDAQ") for the Grant Date, or if none, on the most recent
                  trade date thirty (30) days or less prior to the Grant Date
                  for which such quotations are reported. If the Shares are not
                  then either listed on any such exchange or quoted in NASDAQ,
                  the fair market Value shall be the mean between the average of
                  the "Bid" and the average of the "Ask" prices, if any, as
                  reported in the National Daily Quotation Service for the Grant
                  Date, or if none, for the most recent trade date thirty (30)
                  days or less prior to the Grant Date for which such quotations
                  are reported. If the fair market value cannot be determined
                  under the preceding three sentences, it shall be determined in
                  good faith by the Board of Directors.

         B.       Number of Shares:
                  ----------------

                  Each Option shall be for that number of Shares as is
                  determined by dividing (i) $100,000 by (ii) the fair market
                  value determined as set forth in subparagraph A(2) of Article
                  IV above, rounded to the nearest whole Share, but in no event
                  to be greater than 50,000 Shares.

         C.       Term of Option:
                  --------------

                  Each Option shall terminate ten (10) years from the Grant Date
                  thereof, and shall be subject to earlier termination as herein
                  provided.

         D.       Date of Exercise:
                  ----------------

                  Each Option shall become exercisable immediately upon grant,
                  within its prescribed term subject to the provisions of
                  Paragraphs G, H and I below.


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         E.       Repurchase Rights:
                  -----------------

         (1)      Notwithstanding the provisions of the forgoing Paragraph D and
                  except as otherwise provided herein or in the Option
                  Agreement, if a Participant ceases to be a Director of the
                  Company for any reason, then the provisions set forth below in
                  this Paragraph E shall apply to the Shares purchased by the
                  Participant pursuant to his or her Option. If such termination
                  occurs:

                           (i) during the period on or after the Grant Date for
                           such Option and before the date which is twelve
                           months thereafter (the "First Anniversary Date") and
                           the Participant has theretofore exercised the Option
                           for any Shares, then the Company shall purchase those
                           Shares from the Participant at the price by him or
                           her upon exercise;

                           (ii) during the period on or after the First
                           Anniversary Date and before the Date which is twelve
                           months thereafter (the "Second Anniversary Date") and
                           the Participant has theretofore exercised the Option
                           for more than one-third (1/3) of the number of Shares
                           which may be purchased pursuant to such Option, the
                           Company shall purchase any excess over such amount of
                           Shares so determined from the Participant at the
                           price paid by him or her upon exercise; and

                           (iii) during the period on or after the Second
                           Anniversary Date and before the date which is twelve
                           months thereafter (the "Third Anniversary Date") and
                           the Participant has heretofore exercised the Option
                           for more than two-thirds (2/3) of the number of
                           Shares which may be purchased pursuant to such
                           Option, the Company shall purchase any excess over
                           such amount of Shares so determined from the
                           Participant at the price paid by him or her upon
                           exercise.

                  (2)      Notwithstanding the foregoing, in the event the
                           Participant ceases to be a Director of the Company as
                           a result of death, the Purchase Obligation (as
                           hereinbelow defined) shall cease and terminate.

                  (3)      Notwithstanding the foregoing provisions of this
                           Paragraph E, but subject to the other provisions of
                           this Plan, the Purchase Obligation shall cease and
                           terminate in the event of, and immediately upon, a
                           Change of Control that occurs at any time before the
                           Participant has ceased to be a director of the
                           Company. As used herein, a "Change of Control" shall
                           be deemed to have occurred (i) if any "person" (as
                           such term is used in Sections 13(d) and 14(d)(2) of
                           the Securities Exchange Act of 1934, as amended)
                           becomes the beneficial owner (within the meaning of
                           Rule 13d-3 under the Securities Exchange Act of 1934,
                           as amended) of securities of the Company representing
                           fifteen percent (15%) or more of the combined voting
                           power of the Company's then outstanding securities;
                           or (ii) if the stockholders of the company approve
                           any merger of, or consolidation involving, the
                           Company in which the Company's stock is converted
                           into securities of another corporation or into cash
                           and such merger or consolidation shall be
                           consummated, or the


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                           stockholders of the Company approve any plan of
                           complete liquidation of the Company (whether or not
                           in connection with a sale of all or substantially all
                           of the Company's assets) and such liquidation is
                           consummated, excluding in each case a transaction
                           solely for the purpose of reincorporating the Company
                           in a different jurisdiction or recapitalizing the
                           Company's stock or a merger of the Company in which
                           the holders of the voting stock of the Company
                           immediately prior to the merger have the same
                           proportionate ownership of voting stock of surviving
                           corporation immediately after the merger.

                  (4)      The obligation of the Company to purchase Shares
                           pursuant to this Paragraph E is hereinafter referred
                           to as the "Purchase Obligation" and such Shares are
                           hereinafter referred to as the "Purchase Stock."

                  F.       Medium of Payment:
                           -----------------

                           The Option price shall be payable upon the exercise
                           of the Option by check payable to the Company or by
                           cash.

                  G.       Termination of Directorship:
                           ---------------------------

                           A Participant who ceases to be a Director of the
                           Company (for any reason other than death) may
                           exercise any Option granted to such Participant, but
                           only within six (6) months and one (1) day after the
                           date on which the Participant ceased to be a
                           Director, provided, however, (i) in no event may the
                           Option be exercised any later than the prescribed
                           term of the Option, and (ii) immediately upon such
                           Participant ceasing to be a Director such
                           Participant's Option shall cease to be exercisable
                           for any number of Shares which if purchased
                           immediately following such termination would be
                           subject to the Company's Purchase Obligation. The
                           provisions of this Paragraph G, and not the
                           provisions of Paragraph H of this Article IV, shall
                           apply to a Participant who subsequently dies after
                           the termination of his or her Directorship; however,
                           in the case of a Participant's death, the
                           Participant's Survivors may exercise the Option
                           within six (6) months after the date of the
                           Participant's death, but in no event beyond the
                           prescribed term of the Option.

                  H.       Death:
                           -----

                           In the event of the death of a Participant to whom an
                           Option has been granted while the Participant is a
                           Director of the Company, such Option, to the extent
                           not exercised by the Participant's Survivor's, if at
                           all, within one (1) year after the date of death of
                           such Participant or, if earlier, within the
                           prescribed term of the Option, notwithstanding that
                           the decedent might have been able to exercise the
                           Option as to some or all of the Shares on a later
                           date if the Participant were alive and had continued
                           to be a Director of the Company.


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                  I.       Exercise of Option and Issue of Shares:
                           --------------------------------------

                           An Option may be exercised by giving written notice
                           to the Company. Such written notice shall be signed
                           by the person exercising the Option, shall state the
                           number of shares with respect to which the Option is
                           being exercised and shall contain any warranty
                           required by Article VI. Reasonably promptly following
                           receipt by the Company of such written notice, the
                           Company shall give notice to the person exercising
                           the Option of a date for delivery of the Option
                           Shares to such person, against payment of the Option
                           price. In determining what constitutes "reasonably
                           promptly", it is expressly understood that the
                           delivery of the Option Shares may be delayed by the
                           Company in order to comply with any law or regulation
                           which requires the Company to take any action with
                           respect to the Option Shares prior to the issuance
                           thereof, whether pursuant to the provisions of
                           Article VI or otherwise. The option Shares shall,
                           upon delivery, be evidenced by an appropriate
                           certificate or certificates for paid-up
                           non-assessable Shares.

                  J.       Rights as a Stockholder:
                           -----------------------

                           No Participant to whom an Option has been granted nor
                           any of Participant's Survivors shall have rights as a
                           stockholder with respect to any Shares covered by 
                           such Option except after due exercise of the
                           Option and tender of the full exercise price for the
                           Shares being purchased pursuant to such exercise.

                  K.       Assignability and Transferability of Option:
                           -------------------------------------------

                           By its terms, an Option granted to a Participant
                           shall not be transferable by the Participant
                           otherwise than by will or by the laws of descent and
                           distribution in accordance with the foregoing
                           Paragraphs G and H of this Article IV and shall be
                           exercisable, during the Participant's lifetime, only
                           by such Participant (or his or her legal
                           representative). No Option shall be assigned, pledged
                           or hypothecated in any way (whether by operation of
                           law or otherwise and no Option shall be subject to
                           execution, attachment or similar process. Any
                           attempted transfer, assignment, pledge, hypothecation
                           or other disposition of any Option or of any rights
                           granted thereunder contrary to the provisions of this
                           Paragraph K, or the levy of any attachment or similar
                           process upon an Option or such rights, shall be null
                           and void.

V.       RESTRICTIONS ON TRANSFER OF SHARES; DETAILS OF THE PURCHASE OBLIGATION
         ----------------------------------------------------------------------

                  (1)      Any Shares which are subject to a Purchase Obligation
                           shall not be transferred by the Participant except as
                           permitted herein. Until the termination of the Option
                           Agreement, the Shares which are subject to a Purchase
                           Obligation may not be transferred by the Participant
                           unless and until the transferee agrees, in a form
                           satisfactory to the Company, to be bound by the
                           Option Agreement and to sell any transferred Shares
                           to the Company as provided herein and in the Option


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<PAGE>   7
                           Agreement.

                  (2)      If a Participant ceases to be a Director and such
                           Participant holds any Purchase Stock, then within
                           sixty (60) days following the date a Participant
                           ceases to be a Director, the Company shall give to
                           each Participant a written notice specifying a date
                           for the Closing for the purchase by the Company of
                           the Purchase Stock, which date shall not be more than
                           ten (10) business days after the giving of such
                           notice. The Closing shall take place at the Company's
                           principal offices in New Hampshire, or such other
                           location as the Company may reasonably designate in
                           such notice. If the Company shall fail to give the
                           notice provided for above within the specified period
                           of time, then the Closing shall be on the ninetieth
                           (90th) day following the date the Participant ceased
                           to be a director or if not a business day, the next
                           business day.

                  (3)      At the Closing, the Participant shall deliver the
                           Purchase Stock being purchased by the Company against
                           the simultaneous delivery to the Participant of the
                           purchase price (by certified or bank cashier's check
                           or in such other form as mutually agreed to) for the
                           number of shares of the Purchase Stock then being
                           purchased. In the event that the Participant fails so
                           to deliver the shares of Purchase Stock to be
                           purchased, the Company may elect (a) to establish a
                           segregated account in the amount of the purchase
                           price, such account to be turned over to the
                           Participant upon delivery of such shares of Purchase
                           Stock, and (b) immediately to take such action as is
                           appropriate to transfer record title of such of the
                           Purchase Stock from the Participant to the Company
                           and to treat the Participant and such shares of the
                           Purchase Stock in all respects as if delivery of such
                           shares of the Purchase Stock had been made as
                           required by this Plan and the Option Agreement. The
                           Participant shall be entering into the Option
                           Agreement irrevocably grant the Company a power of
                           attorney for the purpose of effectuating the terms of
                           the preceding sentence.

                  (4)      If the Company shall pay a stock dividend or declare
                           a stock split on or with respect to any of the
                           Company's Shares, or otherwise distribute securities
                           of the Company to the holders of its Shares, whether
                           before or after the exercise of an Option, the number
                           of shares of stock or other securities of the Company
                           issued with respect to the Purchase Stock then
                           subject to the Purchase Obligation shall be added to
                           the Purchase Stock then subject to the Purchase
                           Obligation without any change in the aggregate
                           purchase price. If the Company shall distribute to
                           its stockholders shares of stock of another
                           corporation, the shares of stock of such other
                           corporation distributed with respect to the Purchase
                           Stock then subject to the Purchase Obligation shall
                           be added to the Purchase Stock covered by the
                           Purchase Obligation without any change in the
                           aggregate purchase price. Without limiting the
                           generality of the foregoing, a Participant shall be
                           entitled to retain any and all cash dividends paid by
                           the Company on the Shares.


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                  (5)      If the Company's Shares shall be subdivided into a
                           greater number of shares or combined into a smaller
                           number of shares, or in the event of a
                           reclassification of the Company's Shares, or if the
                           Company shall be a party to any capital
                           reorganization, whether before or after the exercise
                           of an Option, there shall be substituted for the
                           Purchase Stock then covered by the Purchase
                           Obligation such amount and kind of securities as are
                           issued in such subdivision, combination,
                           reclassification, or capital reorganization in
                           respect of the Purchase Stock subject to the Purchase
                           Obligation immediately prior thereto, without any
                           change in the aggregate purchase price.

                  (6)      If the Company shall be completely liquidated, then
                           the Purchase Obligation shall cease and terminate as
                           of the date of such liquidation and the Participant
                           shall hold the shares free of the Purchase
                           Obligation.

                  (7)      The Company shall not be required to transfer any
                           Shares on its books which shall have been sold,
                           assigned or otherwise transferred in violation of
                           this Plan or an Option Agreement, or to treat as
                           owner of such Shares, or to accord the right to vote
                           as such owner or to pay dividends to, any person or
                           organization to which any such Shares shall have been
                           sold, assigned or otherwise transferred, from and
                           after any sale, assignment or transfer of any Shares
                           made in violation of this Plan or an Option
                           Agreement.

                  (8)      All certificates representing any Shares to be issued
                           to a Participant pursuant to the exercise of an
                           Option which are subject to a Purchase Obligation
                           shall have endorsed thereon a legend substantially as
                           follows: "The shares represented by this certificate
                           are subject to a Director's Stock Option and
                           Repurchase Agreement dated            between the 
                           Corporation and          , a copy of which Agreement
                           is available for inspection at the principal offices
                           of the Company or will be made available without 
                           charge upon request."

                  (9)      This Article V shall not restrict the transfer by a
                           Participant of shares, if any, which are not acquired
                           pursuant to the exercise of an Option or which are
                           not, or cease to be, subject to the Purchase
                           Obligation in accordance with the terms hereof and
                           the terms of the Option Agreement.

VI.      PURCHASE FOR INVESTMENT
         -----------------------

         Unless the offering and sale of the Shares to be issued upon the
         particular exercise of an Option shall have been effectively registered
         under the Securities Act of 1933, as now in force or hereafter amended,
         or any successor legislation (the "Act"), the Company shall be under no
         obligation to issue the Shares covered by such exercise unless and
         until the following conditions have been fulfilled:

                  (1)      The person(s) who exercise such Option shall warrant
                           to the Company, at the time of such exercise, that
                           such person(s) are acquiring such Shares for his or
                           her own account, for


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<PAGE>   9
                           investment and not with a view to, or for sale in
                           connection with, the distribution of any such Shares,
                           in which event the person(s) acquiring such Shares
                           shall be bound by the provisions of the following
                           legend which shall be endorsed in substantially the
                           following form upon the certificate(s) evidencing
                           their Option Shares issued pursuant to such exercise:

                                    "The shares represented by this certificate
                                    have been taken for investment and they may
                                    not be sold or otherwise transferred by any
                                    person, including a pledgee, in the absence
                                    of an effective registration statement for
                                    the shares under the Securities Act of 1933
                                    or an opinion of counsel satisfactory to the
                                    Company that an exemption from registration
                                    is then available."

                  (2)      The Company shall have received an opinion of its
                           counsel that the Shares may be issued upon such
                           particular exercise in compliance with the Act
                           without registration thereunder.

         Without limiting the generality of the foregoing, the Company may delay
         issuance of the Shares until completion of any reasonable action or
         obtaining of any consent, which the Company deems reasonably necessary
         under any applicable law including (including without limitation state
         securities or "blue sky" laws).

VII.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
         ------------------------------------------

         To prevent dilution or enlargement of rights, in the event that the
         outstanding Shares of the Company are changed into or exchanged for a
         different number or kind of shares or other securities of the Company
         or of another corporation by reason of any reorganization, merger,
         consolidation, recapitalization, reclassification, change in par value,
         stock split-up, combination of shares or dividend payable in capital
         stock, or the like, appropriate adjustment shall be made in the number
         and kind of shares for the purchase of which Options may be granted
         under the Plan and, in addition, appropriate adjustment to prevent
         dilution or enlargement of the rights granted to or available for
         Participants, shall be made in the number and kind of shares and in the
         option price per share subject to outstanding Options. In addition, the
         Board of Directors may make other adjustments in outstanding Options if
         such adjustment is appropriate to prevent dilution or enlargement of
         rights.

VIII.    DISSOLUTION OR LIQUIDATION OF THE COMPANY
         -----------------------------------------

         Upon the dissolution or liquidation of the Company other than in
         connection with a transaction to which the preceding Article VII is
         applicable, all Options granted hereunder shall terminate and become
         null and void; provided, however, that if the rights of a Participant
         or a Participant's Survivors hereunder have not otherwise terminated
         and expired, the Participant (or his or her legal representatives) or
         the Participant's Survivors shall have the right immediately prior to
         such dissolution or liquidation to exercise any Option granted
         hereunder to the extent that the right to purchase shares thereunder
         has accrued as of the date immediately prior to such dissolution or
         liquidation.


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IX.      TERMINATION OF THE PLAN
         -----------------------

         The Plan shall terminate ten (10) years from the earlier of the date of
         its adoption by the Board of Directors or the date of its approval by
         the stockholders of the Company. The Plan may be terminated at an
         earlier date by vote of the stockholders of the Company; provided,
         however, that any such earlier termination shall not affect any Options
         granted or Option Agreements executed prior to the effective date of
         such termination.

X.       AMENDMENT OF THE PLAN
         ---------------------

         The Plan may be amended by the stockholders of the Company. The Plan
         may also be amended by the Board of Directors, including, without
         limitation, to the extent necessary to ensure the qualification of the
         Plan under Rule 16b-3, and to the extent necessary to qualify the
         shares issuable upon exercise of any outstanding Options granted, or
         Options to be granted, under the Plan for listing on any national
         securities exchange or quotation in any national automated quotation
         system of securities dealers. Any amendment approved by the Board of
         Directors which is of a scope that requires shareholder approval in
         order to ensure the compliance of the Plan with Rule 16b-3, or requires
         approval for listing of the shares, shall be subject to obtaining such
         shareholder approval. No amendment shall affect any Options theretofore
         granted or any Option Agreements theretofore executed by the Company
         and a Participant, unless such amendment shall expressly so provide and
         unless any Participant to whom an Option has been granted who would be
         adversely affected by such amendment consents in writing thereto.

         Notwithstanding the foregoing concerning amendment of the Plan, the
         provisions of Article III and Paragraphs A, B, C and D of Article IV
         above shall not be amended more than once every six (6) months, other
         than to comport with changes in the United States Internal Revenue Code
         of 1986, as amended, the Employee Retirement Income Security Act, or
         the rules thereunder.

XI.      RELATIONSHIP WITH THE COMPANY
         -----------------------------

         Nothing herein contained shall be deemed to prevent the Company from
         terminating the Directorship of a Participant, nor to prevent a
         Participant from terminating the Participant's Directorship with the
         Company.

XII.     EFFECTIVE DATE
         --------------

         This Plan shall become effective upon adoption by the Board of
         Directors; provided, however, that the effectiveness of the Plan and
         the effectiveness of grants of any Options pursuant to the Plan shall
         be subject to approval to the holders of at least a majority of the
         issued and outstanding shares of capital stock of the Company entitling
         such holders to a right to vote and be present or represented or by
         written consent of the holders to a right to vote and be present or
         represented at a meeting of the stockholders duly convened or by the
         written consent of the holders of at least a majority of the issued and
         outstanding shares of capital stock entitling holders to a right to
         vote, within twelve (12) months either before or after the adoption by
         the Board of Directors for such a resolution. Until such time as this
         Plan is effective, no Option may be granted pursuant hereto, unless a
         resolution


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<PAGE>   11
         to the effect of the immediately preceding sentence shall have been
         adopted by the Board of Directors. If any Options are so granted, then
         such Option may not be exercised until all conditions to the
         effectiveness for this Plan shall have been satisfied.


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                                    EXHIBIT A
                                    ---------

          DIRECTORS' STOCK OPTION AND REPURCHASE AGREEMENT, AS AMENDED

                                EKCO GROUP, INC.
                                ----------------

         AGREEMENT made as of the [DATE] (the "Grant Date") between Ekco Group,
Inc. (the "Company"), a Delaware corporation having a principal place of
business in Nashua, New Hampshire, and [NAME AND ADDRESS OF OUTSIDE DIRECTOR],
an Outside Director of the Company (the "Director"). The term the "Director" as
used in this Agreement shall include, where the context so requires, the legal
representatives of the Director, and/or any person or persons who acquired the
Director's rights hereunder by will or by the laws of descent and distribution.

         WHEREAS, the Company desires to grant to the Director an Option to
purchase shares of its common stock of a par value of $.01 a share (the
"Shares") under and for the purposes of the 1988 Directors' Stock Option Plan of
the Company (the "Plan"); and

         WHEREAS, the Company and the Director understand and agree that any
terms used herein have the same meanings as in the Plan.

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
agree as follows:

         1.       GRANT OF OPTION
                  ---------------

                  The Company hereby irrevocably grants to the Director the
right and option to purchase at one time or from time to time all or any part of
an aggregate of [NO. OF SHARES]( ) Shares, subject to adjustment as provided in
the Plan, on the terms and conditions and subject to all the limitations set
forth herein and in the Plan, which is incorporated herein by reference. The
Director acknowledges receipt of a copy of the Plan.

         2.       PURCHASE PRICE
                  --------------

                  The purchase price of the Shares covered by this Option shall 
be [PURCHASE PRICE]($       ) per share, subject to adjustment as provided in 
the Plan.

         3.       EXERCISE OF OPTION
                  ------------------

                  3.1 The Option granted hereby shall be exercisable
immediately, within the term set forth in Section 4 below, subject to the
provisions of this Agreement.

                  3.2 Notwithstanding the provisions of the foregoing Subsection
3.1 and except as otherwise provided herein or in the Plan, if the Director
ceases to be a director of the Company for any reason, then if such termination
occurs:

                  (i) during the period on or after the Grant Date and before
         the date which is twelve months thereafter (the "First Anniversary
         Date") and the Director has theretofore exercised the Option for any
         Shares,


                                       12
<PAGE>   13
         then the Director shall sell to the Company and the Company shall
         purchase from the Director those Shares from the Director at the price
         paid by the Director upon exercise;

                  (ii) during the period on or after the First Anniversary Date
         and before the date which is twelve months thereafter (the "Second
         Anniversary Date") and the Director has theretofore exercised the
         Option for more than [ONE-THIRD THE NO. OF SHARES]( ) Shares, then the
         Director shall sell to the Company and the Company shall purchase from
         the Director that number of Shares equal to the amount by which the
         number of Shares purchased by the Director pursuant to this Option
         exceeds [ONE-THIRD THE NO. OF SHARES]( ) Shares at the price paid by
         the Director upon exercise; and

                  (iii) during the period on or after the Second Anniversary
         Date and before the date which is twelve months thereafter (the "Third
         Anniversary Date") and the Director has theretofore exercised the
         Option for more than [TWO-THIRDS THE NO. OF SHARES]( ) Shares, then the
         Director shall sell to the Company and the Company shall purchase from
         the Director that number of Shares equal to the amount by which the
         number of Shares purchased by the Director pursuant to this Option
         exceeds [TWO-THIRDS THE NO. OF SHARES]( ) Shares at the price paid by
         the Director upon exercise.

                  3.3 Notwithstanding the foregoing, in the event the Director
ceases to be a director of the Company as a result of death, the Purchase
Obligation (as hereinbelow defined) shall cease and terminate.

                  3.4 Notwithstanding the foregoing provisions of this Section
3, but subject to the other provisions of this Agreement and the Plan, the
Purchase Obligation shall cease and terminate in the event of, and immediately
upon, a Change of Control that occurs at any time before the Director has ceased
to be a director of the Company. As used herein, a "Change of Control" shall be
deemed to have occurred (i) if any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended [the "1934
Act"]) becomes the beneficial owner (within the meaning of Rule 13d-3 under the
1934 Act) of securities of the Company representing thirty percent (30%) or more
of the combined voting power of the Company's then outstanding securities; or
(ii) if the stockholders of the Company approve any merger of, or consolidation
involving, the Company in which the Company's stock is converted into securities
of another corporation or into cash and such merger or consolidation shall be
consummated, or the stockholders of the Company approve any plan of complete
liquidation of the Company (whether or not in connection with a sale of all or
substantially all of the Company's assets) and such liquidation is consummated,
excluding in each case a transaction solely for the purpose of reincorporating
the Company in a different jurisdiction or recapitalizing the Company's stock or
a merger of the Company in which the holders of the voting stock of the Company
immediately prior to the merger have the same proportionate ownership of voting
stock of the surviving corporation immediately after the merger.

                  3.5 The obligation of the Company to purchase Shares pursuant
to this Section 3 is hereinafter referred to as the "Purchase Obligation" and
such Shares are hereinafter referred to as the "Purchase Stock."

                  3.6 The Director acknowledges that if he or she exercises this
Option and any of the Shares so purchased are subject to the Purchase
Obligation, then such Shares will be restricted shares and that the difference


                                       13
<PAGE>   14
between the fair market value of such Shares on the date the Purchase Obligation
lapses as to such Shares and the aggregate purchase price for such Shares will
be classified as compensation income, unless the Director files an election
under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the
Internal Revenue Service within thirty (30) days of the acquisition of such
Shares. If such election is filed, the difference between the fair market value
of such Shares and the aggregate purchase price of such Shares will be treated
as compensation income as of the date of purchase. This acknowledgment should
not be understood as a substitute for the Director consulting with his or her
own tax advisors and the Director is urged to do so prior to any exercise of
this Option.

                  3.7 Notwithstanding the foregoing, this Option may not be
exercised until and unless all conditions to the effectiveness of the Plan, as
set forth in Article XI thereof, have been satisfied, including, without
limitation, approval by the Company's shareholders.

         4.       TERM OF OPTION
                  --------------

                  4.1 This Option shall terminate ten (10) years from the Grant
Date of this Option, but shall be subject to earlier termination as provided
herein or in the Plan.

                  4.2 If the Director ceases to be a director of the Company
(for any reason other than death or termination for cause), then the Director
may exercise this Option, but only within six (6) months and one (1) day after
the date on which the Director ceased to be a Director, provided, however, (i)
in no event may this Option be exercised any later than ten (10) years after the
Grant Date of this Option, and (ii) immediately upon the Director's ceasing to
be a director, this Option shall cease to be exercisable for any number of
Shares which if purchased immediately following such termination would be
subject to the Company's Purchase Obligation. The provisions of this paragraph,
and not the provisions of Subsection 4.3, shall apply to the Director if the
Director subsequently dies after the termination of the directorship; however,
in such case of the Director's death, the Director's Survivors may exercise this
Option within six (6) months after the date of the Director's death, but in no
event beyond ten (10) years after the Grant Date of this Option.

         If the Director's directorship is terminated for "cause," the Director
shall forthwith upon such termination cease to have any right to exercise this
Option. For purposes of this Subsection 4.2, "cause" shall be deemed to include
(but shall not be limited to) dishonesty with respect to the Company or any
Affiliate, substantial malfeasance or non-feasance of duty, unauthorized
disclosure of confidential information, or conduct substantially prejudicial to
the business or reputation of the Company or any Affiliate.

                  4.3 In the event of the death of the Director while the
Director is a director of the Company, this Option, to the extent not exercised
as of the date of death, may be exercised by the Director's Survivors. Such
Option must be exercised by the Director's Survivors, if at all, within one (1)
year after the date of death of the Director or, if earlier, within the ten (10)
years after the Grant Date of this Option, notwithstanding that the decedent
might have been able to exercise this Option as to some or all of the Shares on
a later date if the Director were alive and had continued to be a director of
the Company.

         5.       NON-ASSIGNABILITY
                  -----------------


                                       14
<PAGE>   15
                  This Option shall not be transferable by the Director
otherwise than by will or by the laws of descent and distribution and shall be
exercisable, during the Director's lifetime, only by the Director (or his or her
legal representative). This Option shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. Any attempted transfer,
assignment, pledge, hypothecation or other disposition of this Option or of any
rights granted hereunder contrary to the provisions of this Section 5, or the
levy of any attachment or similar process upon this Option or such rights, shall
be null and void.

         6.   EXERCISE OF OPTION AND ISSUE OF SHARES
              --------------------------------------
        
                  This Option may be exercised, in whole or in part, at one time
or from time to time, (to the extent that it is exercisable in accordance with
its terms) by giving written notice to the Company. Such written notice shall be
signed by the person exercising this Option, shall state the number of Shares
with respect to which this Option is being exercised, shall contain any warranty
required by Section 8 below and shall otherwise comply with the terms and
conditions of this Agreement and the Plan. Such notice must be received by the
Company within the relevant exercise period specified in Section 4 of this
Agreement. Such notice shall either: (i) be accompanied by payment of the full
purchase price of such Shares, in which event the Company, subject to the
provisions of Section 8, shall deliver a certificate or certificates
representing such Shares as soon as practicable after the notice shall be
received, or (ii) fix a date (not less than five nor more than ten business days
after such notice shall be received by the Company, which date must be within
the relevant exercise period specified in Section 4 of this Agreement) for the
payment of the full purchase price of such Shares against delivery subject to
the provisions of Section 8, of a certificate or certificates representing such
Shares. Payment of such purchase price shall, in either case, be made by check
payable to the order of the Company. The certificate or certificates for the
Shares as to which this Option shall have been so exercised shall be registered
in the name of the person or persons so exercising this Option and shall be
delivered as provided above to the person or persons exercising this Option. All
Shares that shall be purchased upon the exercise of this Option as provided
herein shall be fully paid and non-assessable.

         The Company shall pay all original issue taxes with respect to the
issue of the Shares pursuant hereto and all other fees and expenses necessarily
incurred by the Company in connection herewith. Except as specifically set forth
herein, the holder acknowledges that any income or other taxes due from him or
her with respect to this Option or the shares issuable pursuant to this Option
shall be the responsibility of the holder. The holder of this Option shall have
rights as a shareholder only with respect to any Shares covered by this Option
after due exercise of this Option and tender of the full exercise price for the
shares being purchased pursuant to such exercise. Pursuant to the Plan, the
Company shall make delivery of the Shares against payment of the Option price
therefor.

         7.  RESTRICTIONS ON TRANSFER OF SHARES; DETAILS OF THE PURCHASE
             -----------------------------------------------------------        
OBLIGATION
----------

                  7.1 Any Shares which are subject to the Purchase Obligation
shall not be transferred by the Director except as permitted herein. Until the
termination of this Agreement, the Shares which are subject to the Purchase
Obligation may not be transferred by the Director unless and until


                                       15
<PAGE>   16
the transferee agrees, in a form satisfactory to the Company, to be bound by
this Agreement and to sell any transferred Shares to the Company as herein
provided.

                  7.2 Within sixty (60) days following the date Director ceases
to be a director and if the Director holds any Purchase Stock, then, the Company
shall give to the Director a written notice specifying a date for the Closing
for the sale by the Director and the purchase by the Company of the Purchase
Stock, which date shall be not more than ten (10) business days after the giving
of such notice. The Closing shall take place at the Company's principal offices
in New Hampshire, or such other location as the Company may reasonably designate
in such notice. If the Company shall fail to give the notice provided for above,
within the specified period of time, then the Closing shall be on the ninetieth
(90th) day following the date Director ceased to be a director or if not a
business day, the next business day.

                  7.3 At the Closing, the Director shall deliver the Purchase
Stock being purchased by the Company against the simultaneous delivery to the
Director of the purchase price (by certified or bank cashier's check or in such
other form as mutually agreed to) for the number of shares of the Purchase Stock
then being purchased. In the event that the Director fails so to deliver the
shares of Purchase Stock to be purchased, the Company may elect (a) to establish
a segregated account in the amount of the Purchase Price, such account to be
turned over to the Director upon delivery of such shares of Purchase Stock, and
(b) immediately to take such action as is appropriate to transfer record title
of such of the Purchase Stock from the Director to the Company and to treat the
Director and such shares of the Purchase Stock in all respects as if delivery of
such shares of the Purchase Stock had been made as required by this Agreement.
The Director hereby irrevocably grants to the Company a power of attorney for
the purpose of effectuating the terms of the preceding sentence.

                  7.4 If the Company shall pay a stock dividend or declare a
stock split on or with respect to any of the Company's Common Stock, or
otherwise distribute securities of the Company to the holders of its Common
Stock, whether before or after the exercise of this Option, the number of shares
of stock or other securities of the Company issued with respect to the Purchase
Stock then subject to the Purchase Obligation shall be added to the Purchase
Stock then subject to the Purchase Obligation without any change in the
aggregate purchase price. If the Company shall distribute to its stockholders
shares of stock of another corporation, the shares of stock of such other
corporation distributed with respect to the Purchase Stock then subject to the
Purchase Obligation shall be added to the Purchase Stock covered by the Purchase
Obligation without any change in the aggregate purchase price. Without limiting
the generality of the foregoing, the Director shall be entitled to retain any
and all cash dividends paid by the Company on the Shares.

                  7.5 If the outstanding shares of Common Stock of the Company
shall be subdivided into a greater number of shares or combined into a smaller
number of shares, or in the event of a reclassification of the outstanding
shares of Common Stock of the Company, or if the Company shall be a party to any
capital reorganization, whether before or after the exercise of this Option,
there shall be substituted for the Purchase Stock then covered by the Purchase
Obligation such amount and kind of securities as are issued in such subdivision,
combination, reclassification, or capital reorganization in respect of the
Purchase Stock subject to the Purchase Obligation immediately prior thereto,
without any change in the aggregate purchase price.


                                       16
<PAGE>   17
                  7.6 If the Company shall be completely liquidated, then the
Purchase Obligation shall cease and terminate as of the date of such liquidation
and the Director shall hold the Shares free of the Purchase Obligation.

                  7.7 The Company shall not be required to transfer any Shares
on its books which shall have been sold, assigned or otherwise transferred in
violation of this Agreement, or to treat as owner of such Shares, or to accord
the right to vote as such owner or to pay dividends to, any person or
organization to which any such Shares shall have been sold, assigned or
otherwise transferred, from and after any sale, assignment or transfer of any
Shares made in violation of this Agreement.

                  7.8 All certificates representing any Shares to be issued to
the Director pursuant to the exercise of the Option which are subject to the
Purchase Obligation shall have endorsed thereon a legend substantially as
follows:

         "The shares represented by this certificate are subject to a Director's
         Stock Option and Repurchase Agreement dated as of [DATE] between the
         Corporation and [NAME OF DIRECTOR], a copy of which Agreement is
         available for inspection at the principal offices of the Company or
         will be made available without charge upon request."

                  7.9 This Article 7 shall not restrict the transfer by the
Director of shares, if any, which are not acquired pursuant to the exercise of
this Option or which are not, or cease to be, subject to the Purchase Obligation
in accordance with the terms hereof.

         8.       PURCHASE FOR INVESTMENT
                  -----------------------

                  Unless the offering and sale of the Shares to be issued upon
the particular exercise of this Option shall have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended, or any
successor legislation (the "Act"), the Company shall be under no obligation to
issue the Shares covered by such exercise unless and until the following
conditions have been fulfilled:

         (a)      The person(s) who exercise this Option shall warrant to the
                  Company, at the time of such exercise, that such person(s) are
                  acquiring such Shares for his or her own account, for
                  investment and not with a view to, or for sale in connection
                  with, the distribution of any such Shares, in which event the
                  person(s) acquiring such Shares shall be bound by the
                  provisions of the following legend which shall in
                  substantially the following form be endorsed upon the
                  certificate(s) evidencing the option Shares issued pursuant to
                  such exercise:

                  "The shares represented by this certificate have been taken
                  for investment and they may not be sold or otherwise
                  transferred by any person, including a pledgee, in the absence
                  of an effective registration statement for the shares under
                  the Securities Act of 1933 or an opinion of counsel
                  satisfactory to the Company that an exemption from
                  registration is then available."

         (b)      The Company shall have received an opinion of its counsel that
                  the Shares may be issued upon such particular exercise in
                  compliance


                                       17
<PAGE>   18
                  with the Act without registration thereunder.

Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

         9.       REGISTRATION RIGHTS
                  -------------------

                  (a) In the event that the Company has an effective
registration statement covering the sale and resale of securities issued
pursuant to the Plan, then the Director agrees to sign a waiver in substantially
the following form:

         "For so long as a registration statement under the Securities Act of
         1933, as amended, is in effect covering the sale and resale of
         securities issued pursuant to the 1988 Directors' Stock Option Plan of
         Ekco Group. Inc. (the "Company"), the undersigned waives his/her rights
         to require the Company to file a registration statement pursuant to
         Section 9 of the Directors' Stock Option and Repurchase Agreement dated
         [DATE OF AGREEMENT], between the undersigned and the Company."

                  (b) The Director acknowledges that option agreements have been
executed by the Company with [NO. OF EMPLOYEE-OPTIONEES] employees, [NO. OF
EMPLOYEE-DIRECTORS] employee-directors, [NO. OF DIRECTORS] Directors and may be
executed with other employees and Directors (collectively, "Other Holders"),
each containing or to contain a section substantially identical to this Section
9. Subject to the terms hereinafter set forth, at any time after the Grant Date,
the holder shall have the right, by written notice to the Company, to require
the Company to file and use its best efforts to cause to become effective a
registration statement under the Securities Act of 1933, as amended (the "Act")
on Form S-8, Form S-2 and Form S-3 or other like form, if available, covering
such number of Shares acquired or to be acquired prior to the effective date of
such registration statement, subject to the limitations that (i) the Company
shall be required to file no more than an aggregate of two (2) registration
statements pursuant to such notices and/or pursuant to notices received from
Other Holders, and (ii) if, in the opinion of counsel to the Company, the holder
can then sell, subject to such limitations as to the number of Shares which may
be sold as may be imposed by Rule 144 under the Act or any successor rule,
Shares requested to be included in any such registration statement, without such
registration, the Company need not so register such Shares. In no event will the
Company be required to register Shares which are subject to the Purchase Option.
The Company agrees to promptly notify a holder in the event that it receives a
notice from any of the Other Holders requiring it to file a registration
statement and to permit the holder to require the Company to include Shares
owned by the holder in such registration statement, subject to the limitations
set forth above.

                  (c) In connection with any registration statement pursuant to
this Section 9:

                           (i) the holder will furnish to the Company in writing
                  such appropriate information as the Company, or the Securities
                  and Exchange Commission (the "Commission") or any other
                  regulatory authority may request;

                           (ii) the holder agrees to execute, deliver and/or
                  file with or supply to the Company, the Commission, any
                  underwriters and/or


                                       18
<PAGE>   19
                  any state or other regulatory authority such information,
                  documents, representations, undertakings and/or agreements
                  necessary to carry out the provisions of the registration
                  agreements contained in this Agreement and/or to effect the
                  registration or qualification of the Shares under the Act
                  and/or any of the laws and regulations of any state or
                  governmental instrumentality;

                           (iii) the Company will furnish to the holder of
                  Shares included in the registration statement such number of
                  copies of such prospectus (including each preliminary, amended
                  or supplemental prospectus) as the holder may reasonably
                  request; and

                           (iv) in the event an offering of securities by the
                  Company is pending, the Company shall have the right to
                  require that the holder delay any offering of Shares for a
                  period of ninety (90) days after the effective date of such
                  pending offering (upon the Company's having first delivered to
                  the holder the written opinion of its principal underwriter,
                  or if there be none, then from an officer of the Company based
                  upon a good faith resolution of the Board of Directors to the
                  effect that the offering of such Shares will have an adverse
                  effect on the marketing of such pending offering).

                  (d) The Company will pay all of its out-of-pocket expenses and
disbursements in connection with any registration statements filed under this
Section 9, including, without limitation, printing expenses, fees of the
Company's counsel and auditors, registration fees, blue sky fees and similar
costs to the extent permitted by state and regulatory authorities.

                  (e) The Company will be obligated to keep any Registration
Statement filed by it under this Section 9 effective under the Act for a period
of ninety (90) days after the actual effective date of such registration
statement and to prepare and file such supplements and amendments necessary to
maintain an effective registration statement for such period. As a condition to
the Company's obligation under this Subsection (e), the holder will execute and
deliver to the Company such written undertakings as the Company and its counsel
may reasonably require in order to assure full compliance with relevant
provisions of the Act.

                  (f) The Company will use its best efforts to register or
qualify the Shares covered by a registration statement filed pursuant hereto
under such securities or Blue Sky laws in such jurisdictions within the United
States as the holder may reasonably request, provided, however, that the Company
reserves the right, in its sole discretion, not to register or qualify such
stock in any jurisdiction where such stock does not meet with the requirements
of such jurisdiction or where the Company is required to qualify as a foreign
corporation to do business in such jurisdiction and is not so qualified therein
or is required to file any general consent to service of process.

                  (g) In the event that a holder has not sold all of his or her
Shares on or prior to the expiration of the period specified in Subsection (d)
above, the holder hereby agrees that the Company may deregister by
post-effective amendment any of his or her Shares covered by the registration
statement or notification but not sold on or prior to such date. The Company
agrees that it will notify the holder of the filing and effective date of such
post-effective amendment.


                                       19
<PAGE>   20
                  (h) The holder agrees that upon notification by the Company
that the prospectus in respect to any public offering covered by the provisions
hereof is in need of revision, the holder will immediately upon receipt of such
notification (i) cease to offer or sell any securities of the Company which must
be accompanied by such prospectus; (ii) return to the Company all such
prospectuses in the hands of the holder; and (iii) not offer or sell any
securities of the Company until the holder has been provided with a current
prospectus and the Company has given the holder notification permitting the
holder to resume offers and sales.

       10.  HOLDING PERIOD APPLICABLE TO PERSONS SUBJECT TO SECTION 16 OF THE 
            -----------------------------------------------------------------   
            1934 ACT
            --------

                  If the Director to whom the Option has been granted pursuant
to this Agreement is subject to Section 16 of the 1934 Act, Section 16 requires
that at least six (6) months must elapse from the date of grant of the Option to
the date of disposition of the Shares.

       11.  NOTICES
            -------

                  Any notices required or permitted by the terms of this
Agreement or the Plan shall be given by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

                  To the Company:                    Ekco Group, Inc.
                                                     98 Spit Brook Road
                                                     Nashua, NH  03062
                                                     Attn:  General Counsel

                  To the Director:                   [ADDRESS OF DIRECTOR]


or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given when
mailed in accordance with the foregoing provisions.

                  12.  GOVERNING LAW
                       -------------     

                           This Agreement shall be construed and enforced in 
    accordance with the law of the State of New Hampshire, except to the extent
    the law of the State of Delaware may be applicable.

                  13.  BENEFIT OF AGREEMENT
                       --------------------     

                           This Agreement shall be for the benefit of and shall 
    be binding upon the heirs, executors, administrators and successors of the
    parties hereto, except as otherwise provided herein.

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


                                       20
<PAGE>   21
                                                    EKCO GROUP, INC.



                                                    By:
                                                       -------------------------
                                                       President and Chief
                                                       Executive Officer

  
                                                    ----------------------------
                                                              DIRECTOR


Form dated:  08/22/95




                                       21
<PAGE>   22
                              Schedule of Exercises

<TABLE>
<CAPTION>
Number of Shares
Purchased Pursuant               Consideration          Date of         Notation
to this Option                   Received               Purchase        Made By
------------------               -------------          --------        --------
<S>                              <C>                    <C>             <C>
</TABLE>




                                       22
<PAGE>   23

<TABLE>
                                EKCO GROUP, INC.
                                   SCHEDULE TO
                        1988 DIRECTORS' STOCK OPTION PLAN

         Each of the following Outside Directors of the Company has a Directors'
Stock Option and Repurchase Agreement, as amended, with the Company which is
identical in form to the foregoing Form of Directors' Stock Option and
Repurchase Agreement, as amended, except as to the date, the number of shares
and the exercise price:

<CAPTION>
                                                             No. of
                                                Date of      Shares     Exercise
Name                                            Agreement    Granted    Price
----                                            ---------    -------    --------
<S>                                             <C>          <C>        <C>     
T. Michael Long                                 05/18/93      9,040     $11.0625

Stuart B. Ross                                  05/19/89     31,373     $ 3.1875

Malcolm L. Sherman                              05/25/95     16,162     $ 6.1875

Bill W. Sorenson                                10/13/88     45,714     $ 2.1875

Herbert M. Stein                                10/13/88     45,714     $ 2.1875
</TABLE>




                                       23