EXHIBIT 10(cxx)

                          HAMILTON BEACH/PROCTOR-SILEX
                    ANNUAL INCENTIVE COMPENSATION PLAN - 2002

GENERAL

Hamilton Beach/Proctor-Silex, Inc. (the "Company") has established an Annual
Incentive Compensation Plan (the "Plan") as part of a competitive compensation
program for the Officers and key management employees of the Company and its
Subsidiaries. This Plan is also referred to as the Short Term Incentive
Compensation Plan.

PLAN OBJECTIVE

The Company desires to attract and retain talented employees to enable the
Company to meet its financial and business objectives. The objective of the Plan
is to provide an opportunity to earn annual incentive compensation to those
employees whose performance has a significant impact on the Company's short-term
and long-term profitability.

ADMINISTRATION AND PARTICIPATION

The Plan is administered by the Nominating, Organization and Compensation
Committee of the Board of Directors of the Company (the "Committee"). The
Committee:

a.   May amend, modify, or discontinue the Plan.

b.   Will approve participation in the Plan. Generally, participants will
     include all employees in Hay Salary Job Grades 14 and above. Employees who
     voluntarily terminate their employment prior to year-end are not entitled
     to an award, and employees joining the Company after August (31) of any
     year will not be entitled to an award. Existing employees who were hired
     prior to September 1 and who are subsequently promoted into Grade 14 or
     above are allowed to enter after August. However, the Committee may select
     any employee who has contributed significantly to the Company's
     profitability to participate in the Plan and receive an annual incentive
     compensation award.

c.   Will determine the annual performance criteria which generates the
     incentive compensation pool.

d.   Will determine the total amount of both the target and actual annual
     incentive compensation pool.

e.   Will approve individual incentive compensation awards to Officers and
     employees above Hay Salary Job Grade 17.

f.   May delegate to the Chief Executive Officer of the Company the power to
     approve incentive compensation awards to employees in and below Hay Salary
     Job Grade 17.

g.   May consider at the end of each year the award of a discretionary bonus
     amount to non- participants as an addition to the regular incentive
     compensation pool on a special one-time basis to motivate individuals not
     eligible to participate in the Plan,

h.   May approve a pro rata incentive compensation award for participants,
     provided those participants were actively at work for 90 days in the year
     of termination, whose employment is terminated (1) due to death,
     disability, retirement or facility closure or partial closure, such award
     to be determined pursuant to the provisions of subparagraphs e. and f.
     above or (2) under other circumstances at the recommendation of the Chief
     Executive Officer of the Company.

i.   Pursuant to item h., retirement is defined as participants who are 55 years
     of age or older with five years or more of service at the time of
     termination. Disability is defined as an approved application for
     disability benefits under the Company's long term disability plan, or under
     the applicable government program. Facility closure or partial closure is
     defined as any layoff which requires WARN Act notice in the United States.
     In Mexico, facility closure or partial closure is defined as any layoff of
     50 or more employees.

Determination of Corporate Incentive Compensation Pool

Each participant in the Plan will have an individual target incentive
compensation percentage which is determined by the participant's Hay Salary Job
Grade.

This percentage is multiplied by the midpoint of the participant's Hay Salary
Job Grade to determine his/her individual target incentive compensation award.





The total of the target incentive compensation awards of all participants equals
the target corporate incentive compensation pool (the "Target Pool"). The Target
Pool is approved each year by the Committee.

The actual corporate incentive compensation pool (the " Actual Pool") is
determined at the end of each year based on the Company's actual performance
against specific criteria established in the beginning of the year by the
Committee. The Target Pool is adjusted upwards or downwards by corporate
performance adjustment factors to determine the Actual Pool. In no event will
the actual Pool exceed 150% of the Target Pool, except to the extent that the
Committee elects to increase the Actual Pool by up to 10%, as described below.

It is the intent of the Plan that the Actual Pool, as determined above, will be
the final total corporate incentive compensation pool. However, the Committee,
in its sole discretion, may increase or decrease by up to 10% the Actual Pool or
may approve an incentive compensation pool where there would normally be no pool
due to Company performance which is below the criteria established for the year.

The Actual and Target Pools exclude commission personnel such as salespersons,
regional general managers, and manufacturers representatives.

DETERMINATION OR INDIVIDUAL INCENTIVE COMPENSATION AWARDS

Hay Salary Job Grades and the corresponding target incentive percentage for each
participant in the Plan will be established at the beginning of each year and
approved by the Committee. Individual target incentive compensation will then be
adjusted by the appropriate pool factor. Such adjusted individual incentive
compensation will then be further modified based on a participant's performance
as compared to his individual goals for the year. The total of all individual
incentive compensation awards must not exceed the Actual Pool for the year.

2002 PERFORMANCE TARGETS

The performance targets for the Hamilton Beach/Proctor-Silex Annual Incentive
Compensation Plan are as follows:

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