<PAGE>               AMENDMENT OF RETIREMENT AGREEMENT      EXHIBIT 10(c)
                          WITH ALLAN G. KEIRSTEAD

      Agreement made as of June 5, 1997 by Stanhome Inc., a Massachusetts
corporation with its principal place of business at 333 Western Avenue,
Westfield, Massachusetts  01085 (the "Company") and Allan G. Keirstead, 26
Longfellow Road, Holyoke, Massachusetts 01040 ("Keirstead").

      WHEREAS, the Company and Keirstead have previously entered into a
Supplemental Retirement Contract made May 23, 1985, (the "Contract"), as
amended January 2, 1987, January 17, 1988 and February 8, 1988;

      WHEREAS, the Stanhome Inc. Supplemental Pension Plan is being amended
to provide for certain additional benefits to the Company's non-Director
key executives in the event of termination of employment under certain
circumstances; and

      WHEREAS, Keirstead is excluded from participation in the Stanhome
Inc. Supplemental Pension Plan and the Company desires to provide for such
benefits under the Contract;

      NOW, THEREFORE, in consideration of the premises and mutual
agreements hereinafter contained, the parties do hereby amend the Contract
as set forth below, effective as of the date hereof:
1.    Subparagraph 2(b) is amended in its entirety to read:

      Notwithstanding any provision of Paragraph 2 to the contrary, if
      Keirstead's employment terminates involuntarily at any time for any
      reason other than cause, he shall be entitled to receive the benefit
      determined under Subparagraph 2(a) as if his age on termination were
      his actual age plus five years; but such benefit shall not be payable
      before his (actual) fifty-fifth (55th) birthday.

2.    Paragraph 7 of the Contract is amended to designate the existing
      paragraph as subparagraph (a) thereof and to add a new subparagraph
      (b) to read as follows:

      "(b)   Notwithstanding any otherwise applicable provision of this
      agreement to the contrary, the retirement benefits due to Keirstead
      (or his beneficiary) under this Agreement, if any, shall be paid in a
      lump sum upon the occurrence of (i) a termination of Keirstead's
      employment under circumstances that entitle Keirstead to payment of a
      severance benefit under Paragraph 1 of the "Change in Control
      Agreement" dated January 1, 1992 between the Company and Keirstead
      (or, if at the time of such termination the Change in Control
      Agreement is no longer in effect, under circumstances that would
      entitle Keirstead to such payment if such Agreement were in effect),
      or (ii) a Change in Control (as defined in the Change in Control
      Agreement) at any time following Keirstead's termination of
      employment from the Company.  Such lump-sum payment shall be the
      present value of the benefit payable to Keirstead hereunder using the
      Pension Benefit Guaranty Corporation immediate annuity interest rate
      as is in effect for the month in which the payment is made and the
      mortality table based on the UP-1984 Table, all as in accordance with
      generally acceptable actuarial principles."

      IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of the date first written above.
                                    STANHOME INC.

                              By:      /s/G.William Seawright
/s/Allan G. Keirstead
      Allan G. Keirstead
                              ATTEST:/s/Bruce H. Wyatt
                                          Secretary