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                                                               Exhibit 10(cxvii)

                       HAMILTON BEACH/PROCTOR-SILEX, INC.

                       ANNUAL INCENTIVE COMPENSATION PLAN
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GENERAL
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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.

PLAN OBJECTIVE
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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
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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 Hat Salary Jobs
                  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 of any year will
                  not be entitled to an award. 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 Financial 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 poll 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 in the Plan whose employment is terminated (1)
                  due to death, disability, retirement or facility 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 Financial Officer of the
                  Company.



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DETERMINATION OF CORPORATE INCENTIVE COMPENSATION POOL
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Each participant in the Plan will have an individual target incentive
compensation percentage which is determined by the participant's Salary Job
Grade. This percentage is multiplied by the midpoint of the participant's Salary
Job Grade to determine his 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 factor 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 by
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 poll
due to Company performance which is below the criteria established for the year.

The Actual and Target Pools exclude commission personnel as salespersons,
regional general manager and manufacturing representatives.

DETERMINATION OF INDIVIDUAL INCENTIVE COMPENSATION AWARDS
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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.

PERFORMANCE TARGETS - See Plan Summary.
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