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                                                                  EXHIBIT 10.12
                                1995 RESTATEMENT
             INCENTIVE COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES OF
                      EKCO GROUP, INC. AND ITS SUBSIDIARIES
                  AS AMENDED AND IN EFFECT AS OF JULY 29, 1997

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1.       Purpose.

The Compensation Committee has determined it appropriate and desirable to amend
and restate the Incentive Compensation Plan for Executive Employees of Ekco
Group, Inc. and its Subsidiaries (the "Plan"). The purpose of the Plan continues
to be to attract and to retain highly qualified executive employees, to obtain
from each the best possible performance, and to underscore the importance to
them of achieving particular business objectives established for Ekco Group,
Inc. and its operating units for both the short and long term.

2.       Definitions.

For the purposes of the Plan, the following terms shall have the following
meanings. Terms related to the finances of the Corporation shall be defined by
reference to the consolidated financial statements of the Corporation as
reported periodically to the Securities and Exchange Commission, adjusted to
omit the effects of extraordinary items, discontinued operations, changes in
accounting and to reflect such other adjustments as are deemed appropriate by
the Committee.

         2.1      Average Invested Capital. In any year the Average Invested
                  Capital is the sum of stockholders' equity in the Corporation
                  plus interest-bearing debt determined on average by referring
                  to these amounts at the last day of the preceding year and at
                  the end of each calendar quarter in the current year.

         2.2      Awards. The Awards which are awarded under this Plan: Annual
                  Incentive Compensation Awards (Bonus or Bonuses) and Long Term
                  Incentive Awards (Stock Options and Restricted Stock).

         2.3      Base Compensation. Base Compensation is the annual base salary
                  amount payable to an Executive in any calendar year.

         2.4      Board of Directors. The Board of Directors of the Corporation.

         2.5      Closing Date. The date on which an Executive pays any price
                  required to purchase Shares under a Restricted Stock Purchase
                  Plan of the Corporation and as of which date the Shares are
                  issued by the Corporation.

         2.6      Committee. The Compensation Committee of the Board of
                  Directors or any successor thereto.

         2.7      Common Stock or Stock or Shares. The Common Stock of the
                  Corporation or such other Stock into which the Common Stock
                  may be changed as a result of splits, recapitalizations,
                  reclassifications and the like. Whenever necessary to
                  determine the price of Shares, the closing price on the
                  principal exchange on which the Shares are traded will be
                  used, unless a different definition is required under the
                  terms of any Stock Option or Restricted Stock Purchase Plan
                  under which the shares are issued.

         2.8      Corporation. Ekco Group, Inc. or Ekco Group, Inc. and its
                  subsidiaries, as the context requires.


(Rev. 07-29-97)

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         2.9      Employee. An individual who is on the active salaried payroll
                  of the Corporation or a subsidiary of the Corporation at any
                  time during the period for which an Award is made.

         2.10     Executive / Senior Executive Employee / Other Executive
                  Employee. The term "Executives" includes both Senior Executive
                  Employees and Other Executive Employees. When named for
                  participation in the Plan, an Executive will be designated in
                  the Appendix as a Senior Executive Employee or as an Other
                  Executive Employee.

         2.11     Operating Budget. The operating budget as approved by the
                  Board of Directors.

         2.12     Pre-Tax Operating Profit. Consolidated Operating Profit
                  (revenues less cost of goods sold and selling, general and
                  administrative expenses) but before interest expense,
                  amortization of goodwill and income taxes.

         2.13     Return On Capital. The percentage determined by dividing the
                  Pre-Tax Operating Profit for a fiscal year by the Average
                  Invested Capital for the same year.

         2.14     Target Return On Capital. The Return On Capital which the
                  Committee has determined appropriate for the fiscal year and
                  as referenced in the Appendix.

         2.15     Target Bonus Amount. The bonus potential established for the
                  Executives by the Committee.

3.       Effective Dates.

This Restated Plan will become effective as of January 1, 1995. This Restated
Plan has been amended and restated effective July 29, 1997.

4.       Eligibility to Participate.

         4.1      Each year, the Committee shall designate the Executives whose
                  Base Compensation and Awards will be determined under this
                  Plan.

         4.2      At the sole discretion of the Committee, Awards may be made to
                  Executives who retired or whose employment terminated after
                  the beginning of the period for which an Award is made, or to
                  the designee or estate of an Executive who died during such
                  period.

         4.3      The Executives named to participate in the Plan Employees are
                  listed in the Appendix. Changes in participation will be
                  reflected by additions to the Appendix.

5.       Determination of Base Compensation.

         5.1      The Committee will determine the Base Compensation under the
                  Plan for each Executive upon the recommendation of the Chief
                  Executive Officer when he deems adjustment to Base
                  Compensation to be appropriate, and such amount shall in no
                  event be less than provided for in any employment contract
                  with the Executive. The Chief Executive Officer will determine
                  the Base Compensation of any Other Executive Employee who does
                  not have an employment contract.

         5.2      The Base Compensation amounts for the Executives who currently
                  participate in the Plan are listed in the Appendix. Future
                  changes in Base Compensation will be similarly scheduled.

         5.3      Beginning in 1997 the Executive may decide whether any
                  percentage up to 20% of his Base Compensation will be paid
                  under the payment choices in Section 6.5 below.

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6.       Annual Incentive Compensation Awards (Bonuses).

         6.1      As of the last day of each calendar year, Executives will be
                  allocated Awards in accordance with the terms of this
                  Paragraph 6.

         6.2      Awards, if any, will be determined as follows:

                  (a)      Prior to the start of each year the Committee will
                           determine a Target Bonus Amount for each Executive.
                           Target Bonus Amounts for Executives who participate
                           in the Plan for 1997 are shown in the Appendix and
                           future changes will be similarly scheduled.

                  (b)      A maximum of sixty percent (60%) of the Target Bonus
                           Amount for each Executive shall be payable as
                           follows: If the Budgeted Profit is fully achieved,
                           then the full sixty percent (60%) of the Target Bonus
                           Amount for each Executive will be payable. For every
                           variance of 5% above or below Budgeted Profit,
                           payment will be increased or decreased, as the case
                           may be, by one-third of this portion of the Target
                           Bonus Amount, with no upper limit in the bonus to be
                           earned from achievement of actual profit in excess of
                           Budgeted Profit and no Target Bonus Amount to be
                           payable at eighty five percent (85%) or less of
                           Budgeted Profit.

                  (c)      Provided that actual achieved profit exceeds eighty
                           five percent (85%) of Budgeted Profit, a maximum of
                           forty percent (40%) of the Target Bonus may be
                           allocated to eligible Executives by the Committee in
                           its discretion taking into account individual efforts
                           (whether made singularly or as part of a group) as
                           follows: Up to a maximum of twenty percent (20%) from
                           the successful accomplishment of goals and objectives
                           specific to the individual Executive as approved by
                           the Executive's supervisor and the Chief Executive
                           Officer, and up to a maximum of twenty percent (20%)
                           to be discretionary with the review and approval of
                           the Chief Executive Officer.

         6.4      Beginning in 1997 the Executive may decide whether any
                  percentage up to one hundred percent (100%) of his Bonus will
                  be paid under the payment choices in Section 6.5 below.

         6.5      As provided in Sections 6.4 and 6.5 with respect to years
                  beginning with 1997, increases of up to a maximum of twenty
                  percent (20%) of the Executive's Base Compensation and one
                  hundred percent (100%) of Bonuses, if any, will be paid under
                  either of the payment choices listed below or a combination of
                  the two of them.

                  (a)      All or a portion in taxable cash.

                  (b)      All or a portion in not currently taxable deferred
                           compensation, pursuant to an Executive election under
                           which payment is deferred until a specific date or
                           time, and pursuant to which the Corporation agrees to
                           invest in one or more accounts which bear interest at
                           market rates and scheduled in the Appendix.

7.       Long Term Incentive Awards (Restricted Stock)--for 1995 Through July
         28, 1997 Only.

         7.1      For the period beginning January 1, 1995 through July 28,
                  1997, effective as of the date when an Executive is named for
                  participation in this Restated Plan or at such other dates as
                  the Committee determines appropriate, the Committee will grant
                  Shares of Stock to the Executive attributable to a performance
                  cycle which it designates. The first such performance cycle
                  under this Restated Plan is the 5-year period from 1995
                  through 1999. There will be no performance cycles for any year
                  after 1999. 

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         7.2      Restricted Shares are to be issued (pro rata to Executives)
                  first under the terms of the 1984 Restricted Stock Plan of
                  Ekco Group, Inc. until all of that plan's authorized Shares
                  have been issued. Thereafter, they shall be issued in the
                  Committee's discretion under the terms of the 1985 Restricted
                  Stock Plan of Ekco Group, Inc. until all of that plan's
                  authorized Shares have been issued.

         7.3      Each Executive's grant will be apportioned into a number of
                  blocks equal to the number of years in the performance cycle
                  (e.g. 5 blocks in the case of the Executives named to
                  participate in the Plan as of January 1, 1995 for the 5 year
                  performance cycle from 1995 through 1999). For purposes of
                  this Plan, each block will be designated with the name of one
                  of the years in the performance cycle (e.g. 1995 block, 1996
                  block, 1997 block, 1998 block and 1999 block). The grants for
                  each Executive are to be scheduled in the Appendix.

         7.4      The lapsing of restrictions with respect to the Shares
                  purchased by Executive pursuant to the Restricted Stock
                  Purchase Plan will be determined under whichever of the
                  following rules is most favorable to the Executive:

                  (a)      Restrictions will lapse in the event of the
                           occurrence of any of the following accelerated
                           lapsing events provided for in the Restricted Stock
                           Purchase Plan pursuant to which the Shares are
                           issued: disability, death or change of control.

                  (b)      Restrictions will lapse as to all the Shares in a
                           block if the Executive is employed for at least ten
                           years following the Closing Date for the Shares in
                           the block.

                           EXAMPLE: An Executive is awarded the right to
                           purchase 10,000 shares at the price required by the
                           1984 and 1985 Restricted Stock Plans of Ekco Group,
                           Inc. and the shares are allocated to performance
                           blocks for the years 1995 through 1999. On January
                           30, 1995 he completes the purchase of the restricted
                           Shares in all performance blocks, so January 30, 1995
                           is designated as the Closing Date for the Shares. He
                           remains employed until January 30, 2005. Restrictions
                           lapse on all Shares in all blocks at that time.

                  (c)      If the Target Return on Capital is attained for the
                           year for which the block is designated, the
                           restrictions will lapse as to 20% of the Shares in
                           the block for each full year of employment following
                           the later of (A) January 1 of the year designated for
                           the block or (B) the Closing Date for the Shares in
                           the block.

                           EXAMPLE: Assume that the Closing Date for Shares in
                           all blocks is February 1, 1995. If the Target Return
                           On Capital is attained in 1995 and not attained in
                           1996 and if Executive voluntarily terminates
                           employment on February 1, 1997, restrictions will
                           have lapsed as to 40% of the 1995 block; the
                           remainder of the 1995 block and the 1996 through 1999
                           blocks will remain restricted subject to the
                           Committee's right not to repurchase such shares
                           pursuant to the Restricted Stock Purchase Plan.

                  (d)      A block of Shares which would have lapsed under the
                           20% per year rule in Section 7.4(c) but did not so
                           qualify (because Target Return On Capital was not
                           attained) will retroactively qualify for that 20%
                           lapse rate whenever the amount in (X) is equal to or

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                           greater than the amount in (Y) where (X) is the
                           cumulative total of actual Pre-Tax Operating Profits
                           for the designated year for the block and each
                           following year and (Y) is the cumulative total of
                           Pre-Tax Operating Profits which would have been
                           earned if Target Returns on Capital had been achieved
                           for the designated year for the block and each
                           following year.

                           Example: Assume that the Closing Date for Shares in
                           all blocks is February 1, 1995. If Target Returns on
                           Capital are not achieved in 1995 and 1996 but
                           cumulative Pre-Tax Operating Profits in 1995 through
                           1997 equal or exceed the total Target Returns on
                           Capital for those 3 years, the 1995 through 1997
                           blocks qualify for the lapsing of restrictions at the
                           20% per year rate.

                           At December 31, 1997 restrictions would have lapsed
                           as to 40% of the 1995 and 1996 blocks and as to 20%
                           of the 1997 block. At February 1, 1998, restrictions
                           would lapse with respect to an additional 20% of the
                           1995 block. Regardless of post 1997 Returns on
                           Capital, restrictions would continue to lapse at the
                           rate of 20% per year for Shares in the 1995 through
                           1997 blocks.


8.       Long Term Incentive Awards (Stock Options).

         8.1      For 1995 and 1996, effective as of the date when an Executive
                  is named for participation in this Restated Plan, or at such
                  other dates as the Committee determines appropriate, the
                  Committee will designate a target amount of Stock Options to
                  be granted to him as of the first trading day of each year in
                  the performance cycle referenced in Section 7.1. The target
                  number of Option grants for 1995 and 1996 is scheduled in the
                  Appendix.

         8.2      For 1995 and 1996, the Executive will be granted the target
                  number of Stock Options at the first day of each year in the
                  performance cycle and the exercise price for an Option will be
                  the Stock price at the date of grant. Stock Options expire if
                  not exercised within ten years and one month of grant.

         8.3      For 1997, the Executive will be granted fifty percent (50%) of
                  the target number of Stock Options specified for 1996 at the
                  first day of 1997 and the exercise price for an Option will be
                  the Stock price at the date of grant. Stock Options expire if
                  not exercised within ten years and one month of grant. The
                  target number of Option grants for 1997 is scheduled in the
                  Appendix.

         8.4      Beginning in 1998, Stock Options will be awarded, if at all,
                  pursuant to the recommendation of the Chief Executive Officer
                  as approved by the Committee.

         8.5      Stock Options will be granted under the terms of the Ekco
                  Group, Inc. 1987 Stock Option Plan.

         8.6      Stock Options will be immediately exercisable but will be
                  subject to a right of the Corporation to repurchase any
                  acquired Shares for the price paid at exercise if employment
                  terminates before the Corporation's right expires. The
                  Corporation's right to repurchase Shares at exercise price
                  lapses at the rate of 33 1/3% for each full year of employment
                  following an Option award, (with full lapse of the right in
                  the event of disability (as defined), death or a change of
                  control (as defined) to 

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                  the extent permitted by the Agreement pursuant to which Stock
                  Options are granted under the Stock Option Plan).

9.       Accelerated Payment for Change of Control or Other Events.

         9.1      Unpaid Annual Incentive Compensation amounts shall be
                  immediately payable, notwithstanding anything to the contrary
                  in the Plan, in the event of a change of control as defined in
                  the Executive's employment contract or other agreement, or if
                  there is no such contract or agreement in effect for the
                  Executive as defined in the 1985 Ekco Group, Inc. Restricted
                  Stock Plan.

         9.2      In the event of a change of control (as defined under the
                  terms of the Stock Option Agreement or Restricted Stock Plan
                  under which Stock Options or Shares have been issued
                  hereunder) Stock Options shall be fully exercisable and
                  restrictions will lapse on Restricted Stock to the extent
                  therein provided.

10.      Amendment and Interpretation of the Plan.

         10.1     The Committee shall have the right to amend this Restated Plan
                  from time to time or to repeal it entirely or to direct the
                  discontinuance of Awards either temporarily or permanently;
                  provided, however, that no amendment of this Restated Plan
                  shall operate to annul, without the consent of the Executive,
                  any Award already made, or an Award which is earnable in the
                  current fiscal year, which has as a component the achievement
                  of a goal or goals any of which has at the time of the
                  attempted amendment or termination already been attained.

         10.2     The decision of the Committee with respect to any questions
                  arising in connection with the administration or
                  interpretation of this Restated Plan shall be final,
                  conclusive and binding. In the event of a conflict between the
                  terms and conditions of the Executive's employment agreement
                  and this Restated Plan the provision of such employment
                  agreement shall control and this Restated Plan shall not be
                  interpreted so as to contravene any provision of such
                  employment agreement.

         10.3     In making a decision with respect to eligibility for Plan
                  participation, the amounts of Awards, and other matters the
                  Committee may take into account the recommendations of the
                  Chief Executive Officer (for all Executives other than
                  himself) although the decisions of the Committee will be
                  final. The Committee delegates authority to the Chief
                  Executive Officer to determine the base salaries and amounts
                  of Awards for any Executive named to participate in this
                  Restated Plan who is not a Senior Executive.

11.      Miscellaneous.

         11.1     When an Award is made in cash or in Common Stock, the
                  Corporation shall cause the cash to be paid or the
                  certificates for the Common Stock to be delivered to the
                  individual to whom the Award is made at the time or times
                  specified by the Committee or, if no time or times is
                  specified, as soon as practicable after the Award is made.

         11.2     When circumstances are deemed justifiable by the Committee, it
                  may, upon agreement with the Employee or the Employee's estate
                  or designee, authorize an immediate lump sum payment in
                  cancellation of all or any part of any outstanding deferred
                  Award, authorize a change in the number of installments in
                  which a deferred Award is to be paid or authorize a change in
                  the time of payment of any unpaid installments. Any such lump
                  sum payments shall be equal to the amount of the unpaid
                  installments canceled plus any amounts attributable to accrued
                  interest or declared and unpaid dividends.

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         11.3     All expenses and costs in connection with the operation of the
                  Plan shall be borne by the Corporation.

         11.4     All Awards under the Plan are subject to withholding, when
                  applicable, for federal, state and local taxes. Executives are
                  solely responsible for tax obligations and the Corporation is
                  not responsible if a taxing authority disagrees with the
                  effectiveness of a deferral election or the tax treatment
                  associated with receipt of an equity form of compensation.

         11.5     For purposes of any other benefit plan which provides benefits
                  with reference to "Compensation" or "Base Compensation" and to
                  the extent permitted by the Internal Revenue Code or, when
                  relevant, any insurer underwriting risk under the employee
                  benefit plan, an Executive whose Compensation or Base
                  Compensation is paid partly in the form of deferred cash (or
                  in the form of Stock Options or Restricted Stock for 1995
                  and/or 1996) will still be treated as if he received all Base
                  Compensation or Compensation in cash and on a non-deferred
                  basis.

         11.6     In the event of any Stock dividends, split-ups,
                  recapitalizations, reclassifications or the like, or in the
                  event of any offer to holders of Common Stock generally
                  relating to the acquisition of all or any part of their
                  Shares, the Committee shall make such adjustments as it deems
                  to be equitable in the number of Shares of Common Stock
                  covered by any outstanding deferred Awards or in the terms of
                  payment of any deferred Common Stock Awards, such actions not
                  to be inconsistent with the terms of any Restricted Stock
                  Purchase Plan or Stock Option Agreement under which Restricted
                  Stock or Stock Options were issued.

         11.7     Nothing contained in this Restated Plan shall prohibit the
                  Corporation or any of its subsidiaries from granting special
                  performance or recognition Awards, under such conditions, and
                  in such form and manner as they see fit, to Executives for
                  meritorious service of any nature. In addition, nothing
                  contained in this Restated Plan shall prohibit the Corporation
                  or any of its subsidiaries from establishing other incentive
                  compensation plans providing for the payment of incentive
                  compensation to Employees, provided, however, that a Senior
                  Executive Employee who receives an Award under this Restated
                  Plan for a fiscal year shall not be entitled to receive an
                  Award for such fiscal year under any such plan without the
                  approval of the Committee.

         11.8     Whenever this Restated Plan calls for issuance of Awards in
                  the form of Stock Options or Restricted Shares, such Options
                  or Shares shall be issued exclusively under the terms of the
                  following shareholder-approved plans of the Corporation: the
                  Ekco Group, Inc. 1987 Stock Option Plan, the 1984 Restricted
                  Stock Plan of Ekco Group, Inc., or the 1985 Restricted Stock
                  Plan of Ekco Group, Inc. and Awards shall be limited to Shares
                  authorized for issuance thereunder.

                                               Compensation Committee
                                               Ekco Group, Inc.
                                                                              

                                               /s/ Avram J. Goldberg          
                                               -----------------------
                                               Avram J. Goldberg
                                                                               

                                               /s/ Stuart B. Ross
                                               -----------------------
                                               Stuart B. Ross
                                                                               

                                               /s/ Bill W. Sorenson
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                                               Bill W. Sorenson
                                 
                                 
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