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                                                                   Exhibit 10.14

                              AMENDED AND RESTATED
                      1998 STOCK PURCHASE AND OPTION PLAN
                              FOR KEY EMPLOYEES OF
                   WKI HOLDING COMPANY, INC. AND SUBSIDIARIES

1.     PURPOSE OF PLAN

       The Amended and Restated 1998 Stock Purchase and Option Plan for Key
Employees of WKI Holding Company, Inc. and Subsidiaries (the "Plan") is
designed:

              (a) to promote the long term financial interests and growth of WKI
       Holding Company, Inc. (formerly Corning Consumer Products Company) (the
       "Corporation") and its subsidiaries by attracting and retaining
       management personnel with the training, experience and ability to enable
       them to make a substantial contribution to the success of the
       Corporation's business;

              (b) to motivate management personnel by means of growth-related
       incentives to achieve long range goals; and

              (c) to further the identity of interests of participants with
       those of the stockholders of the Corporation through opportunities for
       increased stock, or stock-based, ownership in the Corporation.

2.     DEFINITIONS

       As used in the Plan, the following words shall have the following
meanings:

              (a) "BOARD OF DIRECTORS" means the Board of Directors of the
       Corporation.

              (b) "COMMITTEE" means the Compensation Committee of the Board of
       Directors.

              (c) "COMMON STOCK" or "Share" means common stock of the
       Corporation which may be authorized but unissued, or issued and
       reacquired.

              (d) "EMPLOYEE" means a person, including an officer, in the
       regular full-time employment of the Corporation or one of its
       Subsidiaries who, in the opinion of the Committee, is, or is expected, to
       be primarily responsible for the management, growth or protection of some
       part or all of the business of the Corporation.

              (e) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
       amended.


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              (f) "FAIR MARKET VALUE" means such value of a Share as reported
       for stock exchange transactions and/or determined in accordance with any
       applicable resolutions or regulations of the Committee in effect at the
       relevant time.

              (g) "GRANT" means an award made to a Participant pursuant to the
       Plan and described in Paragraph 5, including, without limitation, an
       award of an Incentive Stock Option, Stock Option, Stock Appreciation
       Right, Dividend Equivalent Right, Restricted Stock, Purchase Stock,
       Performance Units, Performance Shares or Other Stock Based Grant, or any
       combination of the foregoing.

              (h) "GRANT AGREEMENT" means an agreement between the Corporation
       and a Participant that sets forth the terms, conditions and limitations
       applicable to a Grant.

              (i) "PARTICIPANT" means an Employee, or other person having a
       unique relationship with the Corporation or one of its Subsidiaries, to
       whom one or more Grants have been made and such Grants have not all been
       forfeited or terminated under the Plan; provided, however, a non-employee
       director of the Corporation or one of its Subsidiaries may not be a
       Participant.

              (j) "STOCK-BASED GRANTS" means the collective reference to the
       grant of Stock Appreciation Rights, Dividend Equivalent Rights,
       Restricted Stock, Performance Units, Performance Shares and Other Stock
       Based Grants.

              (k) "STOCK OPTIONS" means the collective reference to "Incentive
       Stock Options" and "Other Stock Options".

              (l) "SUBSIDIARY" means any company other than the Corporation in
       an unbroken chain of companies beginning with the Corporation if each of
       the companies, or group of commonly controlled companies, other than the
       last company in the unbroken chain owns stock possessing 50% or more of
       the total combined voting power of all classes of stock in one of the
       other companies.

3.     ADMINISTRATION OF PLAN

              (a) The Plan shall be administered by the Committee. None of the
       members of the Committee shall be eligible to be selected for Grants
       under the Plan, or have been so eligible for selection within one year
       prior thereto; provided, however, that the members of the Committee shall
       qualify to administer the Plan for purposes of Rule 16b-3 (and any other
       applicable rule) promulgated under Section 16(b) of the Exchange Act to
       the extent that the Corporation is subject to such rule. The Committee
       may adopt its own rules of procedure, and the action of a majority of the
       Committee, taken at a meeting or taken without a meeting by a writing
       signed by such majority, shall constitute action by the Committee. The
       Committee shall have the power and authority to administer, construe and
       interpret the Plan, to make rules for carrying it out and to make changes
       in such rules. Any such interpretations, rules, and administration shall
       be consistent with the basic purposes of the Plan.


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              (b) The Committee may delegate to the Chief Executive Officer and
       to other senior officers of the Corporation its duties under the Plan
       subject to such conditions and limitations as the Committee shall
       prescribe except that only the Committee may designate and make Grants to
       Participants who are subject to Section 16 of the Exchange Act.

              (c) The Committee may employ attorneys, consultants, accountants,
       appraisers, brokers or other persons. The Committee, the Corporation, and
       the officers and directors of the Corporation shall be entitled to rely
       upon the advice, opinions or valuations of any such persons. All actions
       taken and all interpretations and determinations made by the Committee in
       good faith shall be final and binding upon all Participants, the
       Corporation and all other interested persons. No member of the Committee
       shall be personally liable for any action, determination or
       interpretation made in good faith with respect to the Plan or the Grants,
       and all members of the Committee shall be fully protected by the
       Corporation with respect to any such action, determination or
       interpretation.

4.     ELIGIBILITY

       The Committee may from time to time make Grants under the Plan to such
Employees, or other persons having a unique relationship with Corporation or any
of its Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine. No Grants may be made under this
Plan to non-employee directors of Corporation or any of its Subsidiaries. Grants
may be granted singly, in combination or in tandem. The terms, conditions and
limitations of each Grant under the Plan shall be set forth in a Grant
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan; PROVIDED, HOWEVER, such Grant Agreement shall contain
provisions dealing with the treatment of Grants in the event of the termination,
death or disability of a Participant, and may also include provisions concerning
the treatment of Grants in the event of a change of control of the Corporation.

5.     GRANTS

       From time to time, the Committee will determine the forms and amounts of
Grants for Participants. Such Grants may take the following forms in the
Committee's sole discretion:

              (a) INCENTIVE STOCK OPTIONS - These are stock options within the
       meaning of Section 422 of the Internal Revenue Code of 1986, as amended
       ("CODE"), to purchase Common Stock. In addition to other restrictions
       contained in the Plan, an option granted under this Paragraph 5(a), (i)
       may not be exercised more than 10 years after the date it is granted,
       (ii) may not have an option price less than the Fair Market Value of
       Common Stock on the date the option is granted, (iii) must otherwise
       comply with Code Section 422, and (iv) must be designated as an
       "Incentive Stock Option" by the Committee. The maximum aggregate Fair
       Market Value of Common Stock (determined at the time of each Grant) with
       respect to which any Participant may first exercise Incentive Stock
       Options under this Plan and any Incentive Stock Options granted to the
       Participant for such year under any plans of the Corporation or any
       Subsidiary in any calendar year is $100,000. Payment of the option price
       shall be made in


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       cash or in shares of Common Stock, or a combination thereof, in
       accordance with the terms of the Plan, the Grant Agreement, and of any
       applicable guidelines of the Committee in effect at the time.

              (b) OTHER STOCK OPTIONS - These are options to purchase Common
       Stock which are not designated by the Committee as "Incentive Stock
       Options". At the time of the Grant the Committee shall determine, and
       shall have contained in the Grant Agreement or other Plan rules, the
       option exercise period, the option price, and such other conditions or
       restrictions on the grant or exercise of the option as the Committee
       deems appropriate, which may include the requirement that the grant of
       options is predicated on the acquisition of Purchase Shares under
       Paragraph 5(e) by the Optionee. In addition to other restrictions
       contained in the Plan, an option granted under this Paragraph 5(b), (i)
       may not be exercised more than 10 years after the date it is granted and
       (ii) may not have an option exercise price less than 50% of the Fair
       Market Value of Common Stock on the date the option is granted. Payment
       of the option price shall be made in cash or in shares of Common Stock,
       or a combination thereof, in accordance with the terms of the Plan, the
       Grant Agreement and of any applicable guidelines of the Committee in
       effect at the time.

              (c) STOCK APPRECIATION RIGHTS - These are rights that on exercise
       entitle the holder to receive the excess of (i) the Fair Market Value of
       a share of Common Stock on the date of exercise over (ii) the Fair Market
       Value on the date of Grant (the "BASE VALUE") multiplied by (iii) the
       number of rights exercised as determined by the Committee. Stock
       Appreciation Rights granted under the Plan may, but need not be, granted
       in conjunction with an Option under Paragraph 5(a) or 5(b). The
       Committee, in the Grant Agreement or by other Plan rules, may impose such
       conditions or restrictions on the exercise of Stock Appreciation Rights
       as it deems appropriate, and may terminate, amend, or suspend such Stock
       Appreciation Rights at any time. No Stock Appreciation Right granted
       under this Plan may be exercised less than 6 months after the date it is
       granted except in the event of death or disability of a Participant, or
       more than 10 years after the date it is granted. To the extent that any
       Stock Appreciation Right that shall have become exercisable, but shall
       not have been exercised or cancelled or, by reason of any termination of
       employment, shall have become non-exercisable, it shall be deemed to have
       been exercised automatically, without any notice of exercise, on the last
       day on which it is exercisable, provided that any conditions or
       limitations on its exercise are satisfied (other than (i) notice of
       exercise and (ii) exercise or election to exercise during the period
       prescribed) and the Stock Appreciation Right shall then have value. Such
       exercise shall be deemed to specify that the holder elects to receive
       cash and that such exercise of a Stock Appreciation Right shall be
       effective as of the time of automatic exercise.

              (d) RESTRICTED STOCK - Restricted Stock is Common Stock delivered
       to a Participant with or without payment of consideration with
       restrictions or conditions on the Participant's right to transfer or sell
       such stock; PROVIDED that the price of any Restricted Stock delivered for
       consideration and not as bonus stock may not be less than 50% of the Fair
       Market Value of Common Stock or the par value of Common Stock on the date
       such Restricted Stock is


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       granted. If a Participant irrevocably elects in writing in the calendar
       year preceding a Grant of Restricted Stock, dividends paid on the
       Restricted Stock granted may be paid in shares of Restricted Stock equal
       to the cash dividend paid on Common Stock. The number of shares of
       Restricted Stock and the restrictions or conditions on such shares shall
       be as the Committee determines, in the Grant Agreement or by other Plan
       rules, and the certificate for the Restricted Stock shall bear evidence
       of the restrictions or conditions. No Restricted Stock may have a
       restriction period of less than 6 months, other than in the case of death
       or disability.

              (e) PURCHASE STOCK - Purchase Stock are shares of Common Stock
       offered to a Participant at such price as determined by the Committee,
       the acquisition of which will make him eligible to receive under the
       Plan, including, but not limited to, Other Stock Options; provided,
       however, that the price of such Purchase Shares may not be less than 50%
       of the Fair Market Value of the Common Stock on the date such shares of
       Purchase Stock are offered.

              (f) DIVIDEND EQUIVALENT RIGHTS - These are rights to receive cash
       payments from the Corporation at the same time and in the same amount as
       any cash dividends paid on an equal number of shares of Common Stock to
       shareholders of record during the period such rights are effective. The
       Committee, in the Grant Agreement or by other Plan rules, may impose such
       restrictions and conditions on the Dividend Equivalent Rights, including
       the date such rights will terminate, as it deems appropriate, and may
       terminate, amend, or suspend such Dividend Equivalent Rights at any time.

              (g) PERFORMANCE UNITS - These are rights to receive at a specified
       future date, payment in cash of an amount equal to all or a portion of
       the value of a unit granted by the Committee. At the time of the Grant,
       in the Grant Agreement or by other Plan rules, the Committee must
       determine the base value of the unit, the performance factors applicable
       to the determination of the ultimate payment value of the unit and the
       period over which Corporation performance will be measured. These factors
       must include a minimum performance standard for the Corporation below
       which no payment will be made and a maximum performance level above which
       no increased payment will be made. The term over which Corporation
       performance will be measured shall be not less than six months.

              (h) PERFORMANCE SHARES - These are rights to receive at a
       specified future date, payment in cash or Common Stock, as determined by
       the Committee, of an amount equal to all or a portion of the average Fair
       Market Value for all days that the Common Stock is traded during the last
       forty-five (45) days of the specified period of performance of a
       specified number of shares of Common Stock at the end of a specified
       period based on Corporation performance during the period. At the time of
       the Grant, the Committee, in the Grant Agreement or by Plan rules, will
       determine the factors which will govern the portion of the rights so
       payable and the period over which Corporation performance will be
       measured. The factors will be based on Corporation performance and must
       include a minimum performance standard for the Corporation below which no
       payment will be made and a maximum performance level


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       above which no increased payment will be made. The term over which
       Corporation performance will be measured shall be not less than six
       months. Performance Shares will be granted for no consideration.

              (i) OTHER STOCK-BASED GRANTS - The Committee may make other Grants
       under the Plan pursuant to which shares of Common Stock (which may, but
       need not, be shares of Restricted Stock pursuant to Paragraph 5(d)) or
       other equity securities of the Corporation, are or may in the future be
       acquired, or Grants denominated in stock units, including ones valued
       using measures other than market value. Other Stock-Based Grants may be
       granted with or without consideration; PROVIDED, HOWEVER, that the price
       of any such Grant made for consideration that provides for the
       acquisition of shares of Common Stock or other equity securities of the
       Corporation may not be less than 50% of the Fair Market Value of the
       Common Stock or such other equity securities on the date of grant of such
       Grant. Such Other Stock-Based Grants may be made alone, in addition to or
       in tandem with any Grant of any type made under the Plan and must be
       consistent with the purposes of the Plan.

6.     LIMITATIONS AND CONDITIONS

       (a) The number of Shares available for Grants under this Plan shall be
8,871,428 shares of the authorized Common Stock as of the effective date of the
Plan. The number of Shares subject to Grants under this Plan to any one
Participant shall not be more than 600,000 shares. Unless restricted by
applicable law, Shares related to Grants that are forfeited, terminated,
cancelled or expire unexercised, shall immediately become available for Grants.

       (b) No Grants shall be made under the Plan beyond ten years after the
effective date of the Plan, but the terms of Grants made on or before the
expiration thereof may extend beyond such expiration. At the time a Grant is
made or amended or the terms or conditions of a Grant are changed, the Committee
may provide for limitations or conditions on such Grant.

       (c) Nothing contained herein shall affect the right of the Corporation to
terminate any Participant's employment at any time or for any reason.

       (d) Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.

       (e) Except as otherwise prescribed by the Committee, the amounts of the
Grants for any employee of a Subsidiary, along with interest, dividend, and
other expenses accrued on deferred Grants shall be charged to the Participant's
employer during the period for which the Grant is made. If the Participant is
employed by more than one Subsidiary or by both the Corporation and a Subsidiary
during the period for which the Grant is made, the Participant's Grant and
related expenses will be allocated between the companies employing the
Participant in a manner prescribed by the Committee.


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       (f) Other than as specifically provided with regard to the death of a
Participant, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Participant, be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the Participant.
Notwithstanding the foregoing, the Committee may, in its discretion, authorize
all or a portion of the Stock Options to be granted to an optionee to be on
terms which permit transfer by such optionee to (1) the spouse, children or
grandchildren of the optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Members, or (iii) a
partnership or other entity in which such Immediate Family Members are the only
partners, members or beneficiaries, provided that, (x) the stock option
agreement pursuant to which such options are granted must be approved by the
Committee, and must expressly provide for transferability in a manner consistent
with this Paragraph, (y) subsequent transfers of transferred options shall be
prohibited except transfers by will or by the applicable laws of descent and
distribution, and (z) the transferees shall agree to be bound by the provisions
of the Plan. Following transfer, any such options shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer.

       (g) Participants shall not be, and shall not have any of the rights or
privileges of, stockholders of the Corporation in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by the Corporation to such
Participants.

       (h) No election as to benefits or exercise of Stock Options, Stock
Appreciation Rights, or other rights may be made during a Participant's lifetime
by anyone other than the Participant except by a legal representative appointed
for or by the Participant.

       (i) Absent express provisions to the contrary, any grant under this Plan
shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Corporation or its Subsidiaries
and shall not affect any benefits under any other benefit plan of any kind or
subsequently in effect under which the availability or amount of benefits is
related to level of compensation. This Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

       (j) Unless the Committee determines otherwise, no benefit or promise
under the Plan shall be secured by any specific assets of the Corporation or any
of its Subsidiaries, nor shall any assets of the Corporation or any of its
Subsidiaries be designated as attributable or allocated to the satisfaction of
the Corporation's obligations under the Plan.

7.     TRANSFERS AND LEAVES OF ABSENCE

       For purposes of the Plan, unless the Committee determines otherwise: (a)
a transfer of a Participant's employment without an intervening period of
separation among the Corporation and any Subsidiary shall not be deemed a
termination of employment, and (b) a Participant who is granted in


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writing a leave of absence shall be deemed to have remained in the employ of the
Corporation during such leave of absence.

8.     ADJUSTMENTS

       In the event of any change in the outstanding Common Stock by reason of a
stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or similar event, the Committee
may adjust appropriately the number of Shares subject to the Plan and available
for or covered by Grants and Share prices related to outstanding Grants and make
such other revisions to outstanding Grants as it deems are equitably required.

9.     MERGER, CONSOLIDATION, EXCHANGE,
       ACQUISITION, LIQUIDATION OR DISSOLUTION

       In its absolute discretion, and on such terms and conditions as it deems
appropriate, coincident with or after the grant of any Stock Option or any
Stock-Based Grant, the Committee may provide that such Stock Option or
Stock-Based Grant cannot be exercised after the merger or consolidation of the
Corporation into another corporation, the exchange of all or substantially all
of the assets of the Corporation for the securities of another corporation, the
acquisition by another corporation of 80% or more of the Corporation's then
outstanding shares of voting stock or the recapitalization, reclassification,
liquidation or dissolution of the Corporation, and if the Committee so provides,
it shall, on such terms and conditions as it deems appropriate in its absolute
discretion, also provide, either by the terms of such Stock Option or
Stock-Based Grant or by a resolution adopted prior to the occurrence of such
merger, consolidation, exchange, acquisition, recapitalization,
reclassification, liquidation or dissolution, that, for some period of time
prior to such event, such Stock Option or Stock-Based Grant shall be exercisable
as to all shares subject thereto, notwithstanding anything to the contrary
herein (but subject to the provisions of Paragraph 6(b)) and that, upon the
occurrence of such event, such Stock Option or Stock-Based Grant shall terminate
and be of no further force or effect; PROVIDED, HOWEVER, that the Committee may
also provide, in its absolute discretion, that even if the Stock Option or
Stock-Based Grant shall remain exercisable after any such event, from and after
such event, any such Stock Option or Stock-Based Grant shall be exercisable only
for the kind and amount of securities and/or other property, or the cash
equivalent thereof, receivable as a result of such event by the holder of a
number of shares of stock for which such Stock Option or Stock-Based Grant could
have been exercised immediately prior to such event.

10.    AMENDMENT AND TERMINATION

       The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Paragraph 8 or 9 hereof,
no such action shall modify such Grant in a manner adverse to the Participant
without the Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant.


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The Board of Directors may amend, suspend or terminate the Plan except that no
such action, other than an action under Paragraph 8 or 9 hereof, may be taken
which would, without shareholder approval, increase the aggregate number of
Shares available for Grants under the Plan, decrease the price of outstanding
Options or Stock Appreciation Rights, change the requirements relating to the
Committee or extend the term of the Plan.

11.    FOREIGN OPTIONS AND RIGHTS

       The Committee may make Grants to Employees who are subject to the laws of
nations other than the United States, which Grants may have terms and conditions
that differ from the terms thereof as provided elsewhere in the Plan for the
purpose of complying with foreign laws.

12.    WITHHOLDING TAXES

       The Corporation shall have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by law
to be withheld with respect to such payment. It shall be a condition to the
obligation of the Corporation to deliver shares upon the exercise of an Option
or Stock Appreciation Right, upon payment of Performance units or shares, upon
delivery of Restricted Stock or upon exercise, settlement or payment of any
Other Stock-Based Grant that the Participant pay to the Corporation such amount
as may be requested by the Corporation for the purpose of satisfying any
liability for such withholding taxes. Any Grant Agreement may provide that the
Participant may elect, in accordance with any conditions set forth in such Grant
Agreement, to pay a portion or all of such withholding taxes in shares of Common
Stock.

13.    EFFECTIVE DATE AND TERMINATION DATES

       The Plan shall be effective on and as of the date of its approval by the
stockholders of the Corporation and shall terminate ten years later, subject to
earlier termination by the Board of Directors pursuant to Paragraph 10.




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