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                                                                  EXHIBIT 10 (i)

                             AMERICAN STANDARD INC.

                      LONG-TERM INCENTIVE COMPENSATION PLAN

                (As Amended and Restated as of December 5, 1996)


Section 1.                 Definitions

         Whenever used herein, the following terms shall have the meanings set
forth below. Except when otherwise indicated by the context, words in the
masculine gender when used in the Plan shall also indicate the feminine and
neuter genders, the singular shall include the plural, and the plural shall
include the singular.

A.       ASCI means American Standard Companies Inc., a Delaware corporation,
         which is the successor in interest to ASI Holding Corporation.

B.       ASCI Board means the Board of Directors of ASCI.

C.       ASCI Committee means the Management Development and Nominating
         Committee, or such other committee appointed by the ASCI Board,
         consisting of three or more persons who may or may not be directors or
         officers of the Company or ASCI.

D.       ASI Board means the Board of Directors of the Company.

E.       ASI Committee means the Management Development and Nominating
         Committee, or such other committee appointed by the ASI Board,
         consisting of three or more persons who may or may not be directors or
         officers of the Company or ASCI, to administer this Trust Agreement.

F.       Award Opportunity or Long-Term Award Opportunity means,

         (i)      with respect to any Performance Period in the case of a
                  Participant who is not a Prior Participant, his Compensation
                  Multiple for such Period, provided that, if such Participant
                  is a Qualified Participant,

                  (a)      his Award Opportunity for each of the 1990-1992,
                           1991-1993, 1992-1994 and 1993-95 Performance Periods
                           shall not be less than his Total Compensation Level
                           for such Period, and

                  (b)      his Award Opportunity for any Performance Period
                           beginning after December 31, 1992 shall not be less
                           than his Total Compensation Level for the 1992-1994
                           Performance Period;
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         (ii)     with respect to any Performance Period beginning before
                  January 1, 1992 in the case of a Prior Participant, his Award
                  opportunity for any such Period shall be his Total
                  Compensation Level for such Period.

G.       Beneficiary means any one person or trust appointed by a Participant in
         an unrevoked writing filed with the ASI Committee directing that, in
         the event of such Participant's death, payments to which such
         Participant shall become entitled hereunder shall be paid to such
         Beneficiary; provided that a Participant's Beneficiary shall be deemed
         to be the estate or legal representative of such Participant if such
         written appointment is revoked and not replaced by another such written
         appointment filed with the ASI Committee, or if the Beneficiary
         appointed by a Participant fails to survive him.

H.       Change of Control means the occurrence of any of the following events:

         (i)      any person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of ASCI representing 15% or more of
                  the combined voting power of ASCI's then-outstanding
                  securities (a "15% Beneficial Owner"); provided, however, that
                  (a) the term "15% Beneficial Owner" shall not include (1)
                  Kelso ASI Partners, L.P. and Kelso American Standard Partners,
                  L.P. ("Kelso") and their affiliates or their immediate
                  transferees provided that any such transferee holding 15% or
                  more of the combined voting power of ASCI's outstanding
                  securities following any such transfer does not following or
                  concurrently with such transfer acquire any additional shares
                  of such securities except from Kelso or any of their
                  affiliates or (2) any Beneficial Owner who has crossed such
                  15% threshold solely as a result of an acquisition of
                  securities directly from ASCI, or solely as a result of an
                  acquisition by ASCI of ASCI's securities, until such time
                  thereafter as such person acquires additional voting
                  securities other than directly from ASCI and, after giving
                  effect to such acquisition, such person would constitute a 15%
                  Beneficial Owner; and (b) with respect to any person eligible
                  to file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the
                  Act with respect to ASCI securities (an "Institutional
                  Investor"), there shall be excluded from the number of
                  securities deemed to be beneficially owned by such person a
                  number of securities representing not more than 10% of the
                  combined voting power of ASCI's then-outstanding securities;

         (ii)     during any period of two consecutive years beginning after
                  December 1, 1996, individuals who at the beginning of such
                  period constitute the ASCI Board together with those
                  individuals who first become directors during such period
                  (other than by reason of an agreement with ASCI or the ASCI
                  Board in 

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                  settlement of a proxy contest for the election of directors)
                  and whose election or nomination for election to the ASCI
                  Board was approved by a vote of at least two-thirds of the
                  directors then still in office who either were directors at
                  the beginning of the period or whose election or nomination
                  for election was previously so approved (the "Continuing
                  Directors"), cease for any reason to constitute a majority of
                  the ASCI Board;

         (iii)    the shareholders of ASCI approve a merger, consolidation,
                  recapitalization or reorganization of ASCI, or a reverse stock
                  split of any class of voting securities of ASCI, or the
                  consummation of any such transaction if shareholder approval
                  is not obtained, other than such transaction which would
                  result in at least 75% of the total voting power represented
                  by the voting securities of ASCI or the surviving entity
                  outstanding immediately after such transaction being
                  beneficially owned by persons who together owned at least 75%
                  of the combined voting power of the voting securities of ASCI
                  outstanding immediately prior to such transaction, with the
                  relative voting power of each such continuing holder compared
                  to the voting power of each other continuing holder not
                  substantially altered as a result of the transaction; provided
                  that, for purposes of this paragraph (iii), (a) such
                  continuity of ownership (and preservation of relative voting
                  power) shall be deemed to be satisfied if the failure to meet
                  such 75% threshold (or to preserve such relative voting power)
                  is due solely to the acquisition of voting securities by an
                  employee benefit plan of ASCI or of such surviving entity or
                  of any Subsidiary of ASCI or such surviving entity and (b)
                  voting securities beneficially owned by such persons who
                  receive them other than as holders of voting securities of
                  ASCI outstanding immediately prior to such transaction shall
                  not be taken into account for purposes of determining whether
                  such 75% threshold (or such relative voting power) is
                  satisfied;

         (iv)     the shareholders of ASCI approve a plan of complete
                  liquidation or dissolution of ASCI or an agreement for the
                  sale or disposition of all or substantially all the assets of
                  ASCI unless following the completion of such liquidation or
                  dissolution, or such sale or disposition, the 75% threshold
                  (and relative voting power) requirements set forth in
                  sub-paragraph (iii) above are satisfied; or

         (v)      any other event which the ASCI Committee determines shall
                  constitute a Change of Control for purposes of this Plan;

         provided, however, that a Change of Control shall not be deemed to have
         occurred if one of the following exceptions applies:

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         (1)      Unless a majority of the Continuing Directors and of the ASCI
                  Committee determine that the exception set forth in this
                  paragraph (1) shall not apply, none of the foregoing
                  conditions would have been satisfied but for one or more of
                  the following persons acquiring or otherwise becoming the
                  Beneficial Owner of securities of ASCI: (A) any person who has
                  entered into a binding agreement with ASCI, which agreement
                  has been approved by two-thirds of the Continuing Directors,
                  limiting the acquisition of additional voting securities by
                  such person, the solicitation of proxies by such person or
                  proposals by such person concerning a business combination
                  with ASCI (a "Standstill Agreement"); (B) any employee benefit
                  plan, or trustee or other fiduciary thereof, maintained by
                  ASCI or any Subsidiary of ASCI; (C) any Subsidiary of ASCI; or
                  (D) ASCI.

         (2)      Unless a majority of the Continuing Directors and the ASCI
                  Committee determine that the exception set forth in this
                  paragraph (2) shall not apply, none of the foregoing
                  conditions would have been satisfied but for the acquisition
                  by or of ASCI of or by another entity (whether by the merger
                  or consolidation, the acquisition of stock or assets, or
                  otherwise) in exchange, in whole or in part, for securities of
                  ASCI, provided that, immediately following such acquisition,
                  the Continuing Directors constitute a majority of the ASCI
                  Board, or a majority of the board of directors of any other
                  surviving entity, and, in either case, no agreement,
                  arrangement or understanding exists at that time which would
                  cause such Continuing Directors to cease thereafter to
                  constitute a majority of the ASCI Board or of such other board
                  of directors.

         Notwithstanding the foregoing, unless otherwise determined by a
majority of the Continuing Directors, no Change of Control shall be deemed to
have occurred with respect to a particular Participant if the Change of Control
results from actions or events in which such Participant is involved in a
capacity other than solely as an officer, employee or director of ASCI.

         For purposes of the foregoing definition of Change of Control, the term
"Beneficial Owner," with respect to any securities, shall mean any person who,
directly or indirectly, has or shares the right to vote or dispose of such
securities or otherwise has "beneficial ownership" of such securities (within
the meaning of Rule 13d-3 and Rule 13d-5 (as such Rules are in effect on
December 1, 1996) under the Act), including pursuant to any agreement,
arrangement or understanding (whether or not in writing); 

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         provided, however, that (i) a person shall not be deemed the Beneficial
         Owner of any security as a result of any agreement, arrangement or
         understanding to vote such security (A) arising solely from a revocable
         proxy or consent solicited pursuant to, and in accordance with, the
         applicable provisions of the Act and the rules and regulations
         thereunder or (B) made in connection with, or otherwise to participate
         in, a proxy or consent solicitation made, or to be made, pursuant to,
         and in accordance with, the applicable provisions of the Act and the
         rules and regulations thereunder, in either case described in clause
         (A) or clause (B) above whether or not such agreement, arrangement or
         understanding is also then reportable by such person on Schedule 13D
         under the Act (or any comparable or successor report), and (ii) a
         person engaged in business as an underwriter of securities shall not be
         deemed to be the Beneficial Owner of any securities acquired through
         such person's participation in good faith in a firm commitment
         underwriting until the expiration of forty days after the date of such
         acquisition.

I.       Company means American Standard Inc., a Delaware corporation.

J.       Compensation Multiple of a Participant (other than a Prior Participant)
         means his Performance Period Compensation Rate, multiplied by 1.7 in
         the case of the Chief Executive Officer, by 1.3 in the case of senior
         officers, and by 1.2 in the case of all other officers.

K.       Employee means any person who is employed by ASCI, the Company or a
         Subsidiary of ASCI or the Company on a full-time basis.

L.       Maximum Goal means, with respect to any Performance Period, such
         measure or measures of performance of the Company and Subsidiaries
         relative to and exceeding the Target Goal for such Period as the ASI
         Committee shall select.

M.       Maximum Payout means the percentage of the Award Opportunities for a
         Performance Period specified by the ASI Committee pursuant to Section
         4(a) as the value of such Award opportunities in the event of
         attainment of the Maximum Goal for such Period.

N.       Minimum Goal means, with respect to any Performance Period, such
         measure or measures of performance of the Company and Subsidiaries
         relative to and below the Target Goal for such Period as the ASI
         Committee shall select.

O.       Minimum Payout means the percentage of the Award Opportunities for a
         Performance Period specified by the ASI Committee pursuant to Section
         4(a) as the value of such Award opportunities in the event of
         attainment of the Minimum Goal for such Period.

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P.       Participant means a duly elected officer of ASCI or the Company who is
         also an Employee and any officer of any Subsidiary of ASCI or the
         Company who is designated by the ASI Committee as eligible to
         participate in the Plan.

Q.       Performance Period or Period means a period which shall start at the
         beginning of each calendar year, commencing with the year 1989, and
         which shall extend for the number of consecutive calendar months (which
         shall be no less than 24 and no more than 48) fixed by the ASI
         Committee pursuant to Section 4(a).

R.       Performance Period Compensation Rate of a Participant (other than a
         Prior Participant) for any Performance Period means his average
         annualized compensation rate during such Period, determined by
         multiplying by twelve the result obtained by dividing (x) the aggregate
         of all base salary payments (including contributions pursuant to Sec.
         401(k) and deductions pursuant to Sec. 125 of the Internal Revenue
         Code) received by such Participant during his participation in such
         Performance Period by (y) the number of whole and partial months of
         such Participant's participation in such Performance Period.

S.       Plan means this American Standard Inc. Long-Term Incentive Compensation
         Plan.

T.       Prior Participant means a former Participant who was not an Employee
         after December 31, 1991.

U.       Qualified Participant means a Participant whose participation in the
         Plan began on or before January 1, 1992 and who was an Employee on that
         date.

V.       Share means a share of the Common Stock, par value $0.01, of ASCI.

W.       Subsidiary means any corporation a majority of the outstanding voting
         stock or voting power of which is beneficially owned directly or
         indirectly by the corporation in question.

X.       Target Goal means, with respect to any Performance Period, such measure
         or measures of desired performance of the Company and the Subsidiaries
         for such Period as the ASI Committee shall select.

Y.       Total Compensation Level of a Qualified or Prior Participant for any
         Performance Period means the product of

         (i)      the percentage assigned by the Company with respect to his
                  salary grade in effect at the beginning of such Period,
                  multiplied by the sum of

         (ii)     the midpoint of such salary grade plus the Annual Incentive
                  Compensation Plan Target Award last assigned to such salary
                  grade before the beginning of such 

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         Performance Period.



Section 2.         Purpose

                  The purpose of this Plan is to provide Participants with the
opportunity to earn financial rewards that are commensurate with the future
success of ASCI, the Company and the Subsidiaries and are consistent with
compensation opportunities made available to similarly situated executives in
similar-sized organizations.



Section 3.        Administration

                  The Plan shall be administered by the ASI Committee. In
addition to such functions and responsibilities specifically assigned to the ASI
Committee under the Plan, the ASI Committee shall have the authority, subject to
the provisions of the Plan, to establish, adopt and revise such rules and
regulations and to make all such determinations relating to Plan as it may deem
necessary or desirable for the administration of the Plan. Determinations,
interpretations or other actions made or taken by the ASI Committee shall, prior
to a Change of Control, be final, binding and conclusive for all purposes and
upon all persons.



Section 4.        Establishment of Performance Periods, Goals and Long-Term 
                  Award Opportunities

                  (a) Performance Periods and Goals. The ASI Committee shall fix
the duration of each Performance Period at the beginning of such Period and
shall at that time establish a Target Goal for such Period. At the same time or
at any time thereafter the ASI Committee may establish either or both of a
Minimum Goal and a Maximum Goal for such Period. If a Minimum Goal is
established, the ASI Committee shall at the same time specify the Minimum Payout
for such Minimum Goal, and if a Maximum Goal is established, the Committee shall
at the same time specify the Maximum Payout for such Maximum Goal.

                  (b) Grant of Award Opportunities. At the beginning of each
Performance Period, the ASI Committee shall assign to each Participant an Award
Opportunity with respect to such Period.

                  (c) Adjustments. After the beginning of any Performance
Period, the ASI Committee may, in its discretion, modify the Target Goal for
such Period and, if established, the Minimum and Maximum Goals for such Period
and the Minimum and Maximum Payouts

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with respect thereto, if any such modification is warranted by material
acquisitions, dispositions, changes in accounting practices, changes in strategy
or any other factor or event that, in the judgment of the ASI Committee, merits
such modification.

Section 5.        Valuation and Payment of Award Opportunities

                  (a) Determination of Award Opportunities Earned. At the end of
each Performance Period, the ASI Committee shall determine the level of actual
performance of the Company and the Subsidiaries during such Period as measured
against the Target Goal and (if established) the Minimum and Maximum Goals for
such Period; provided, however, that such determinations may be made by the ASI
Committee, in its discretion, before the end of such Performance Period if the
ASI Committee determines that any such Goal has been attained before the end of
such Period. Based on such determination of actual performance level, the ASI
Committee shall then value the Award Opportunities for such Performance Period,
which value shall be:

         A.       zero (in which case no payments will be made with respect to
                  such Award Opportunities) if (x) the Minimum Goal for such
                  Performance Period is not achieved or (y) the Target Goal for
                  such Period is not achieved and no Minimum Goal was
                  established for such Period;

         B.       if a Minimum Goal was established for such Performance Period,
                  a percentage of such Award Opportunities (which shall be no
                  less than the Minimum Payout with respect to such Minimum Goal
                  but no more than 99%) corresponding to the performance level
                  of the Company and the Subsidiaries falling short of the
                  Target Goal but achieving or exceeding such Minimum Goal;

         C.       100% of such Award Opportunities if (x) the Target Goal for
                  such Period is achieved or (y) such Target Goal is exceeded
                  and no Maximum Goal was established for such Period;

         D.       if a Maximum Goal was established for such Performance Period,
                  a percentage of such Award Opportunities (which shall be more
                  than 100% but less than the Maximum Payout with respect to
                  such Maximum Goal) corresponding to the performance level of
                  the Company and the Subsidiaries exceeding the Target Goal but
                  falling short of such Maximum Goal; and

         E.       if the Maximum Goal established for such Performance Period is
                  achieved, the Maximum Payout with respect to such Maximum
                  Goal;

provided, however, notwithstanding any other provision of this Plan or any Award
Opportunity,

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in the event of a Change of Control, all Performance Periods shall end, each
Participant's Target Goal for each such Performance Period shall be deemed to
have been achieved and each Participant shall receive a payment equal to 100% of
such Participant's Award Opportunity with respect to each such Performance
Period.

As soon as practicable after such performance level determination and Award
Opportunity valuation are made for a Performance Period, each Participant having
an Award Opportunity for such Period shall, subject to Section 5(b) and Section
6, receive a payment equal to the value (if greater than zero) of such Award
Opportunity.

                  (b) Elective Deferral. At the request of a Participant, the
ASI Committee may, in its discretion, provide for the deferral of payments due
hereunder to such Participant on such terms and conditions, and subject to such
procedures, as the ASI Committee may establish.



Section 6.        Prorations and Forfeitures

                  (a) Death, Disability, Good Reason and Retirement. Except as
otherwise provided in Section 6(c),

                           (i)      if a Participant ceases to be an Employee
                                    during any Performance Period due to
                                    Disability, death, termination for Good
                                    Reason or retirement under any retirement
                                    plan of ASCI, the Company or a Subsidiary of
                                    ASCI or the Company, or

                           (ii)     if an Employee becomes a Participant with
                                    respect to any Performance Period after the
                                    beginning of such Performance Period,

such Participant or former Participant (or, in the event of the latter's death,
his Beneficiary) shall receive, if and when payments with respect to Award
Opportunities for such Performance Period are made, a payment equal to a
fraction of the value, as determined by the ASI Committee pursuant to Section
5(a), of such Participant's or former Participant's Award Opportunity (if any)
with respect to such Performance Period. The numerator of such fraction shall be
the number of days that such Participant or former Participant was a Participant
during such Period and the denominator shall be the total number of days in such
Period.

                  (b) Other Terminations. If a Participant ceases to be an
Employee during any Performance Period otherwise than due to Disability, death,
termination for Good Reason or retirement under any retirement plan of ASCI, the
Company or a Subsidiary of ASCI or the 

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Company, such Participant shall forfeit all rights to any and all of his Award
Opportunities the values of which had not yet been paid, provided that, except
as otherwise provided in Section 6(c), the ASI Committee, in its discretion, may
waive such forfeiture in whole or in part.

                  (c) Cause. A Participant who ceases to be an Employee due to
termination for Cause shall forfeit all rights to any and all of his Award
Opportunities, the values of which had not yet been paid, notwithstanding that
such Participant may be eligible to retire under a retirement plan of ASCI, the
Company or a Subsidiary of ASCI or the Company.

                  (d) Definitions. For purposes of Sections 6(a), (b) and (c),
the terms "Cause," "Good Reason" and "Disability" have the meanings set forth in
Annex A to this Plan.



Section 7.        Form of Payments and Withholdings

                  All payments hereunder shall, at the discretion of the ASI
Committee, be in cash, Shares or a combination of such Shares and cash, net of
any federal, state, local or foreign tax and social security withholdings that
the Company or ASCI, in its sole judgment, shall deem appropriate, with any
Shares included in any such payment subject to such terms, conditions and
restrictions as shall be adopted by the ASI Board on the ASI Committee's
recommendation.



Section 8.        Payments upon a Change of Control

                  Notwithstanding any other provision of this Plan or any Award
Opportunity, in the event of a Change of Control, (x) the Company shall make all
payments hereunder in a single lump sum payment, in cash, Shares or a
combination of such Shares and cash, to each Participant within ten (10) days of
such Change of Control, and (y) Participant may elect to receive any or all
payments hereunder in cash.



Section 9.        Non-Transferability

                  None of a Participant's rights or interests (including any
amounts payable) hereunder, may be assigned or pledged, nor may any such right
or interest be transferred except, in the event of a Participant's death, to his
Beneficiary.





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Section 10.       Beneficiaries

                  Any payments due under this Plan to a deceased Participant
shall be paid to his Beneficiary. A Beneficiary appointment may be changed or
revoked by a Participant at any time, provided that the change or revocation is
in writing and filed with the ASI Committee.



Section 11.       Rights of Employment

                  Participation in the Plan shall not confer upon any
Participant any right to continue to be an officer of ASCI, the Company or any
Subsidiary of ASCI or the Company or to continue to be an Employee, nor shall
Participation in the Plan interfere in any way with the right of ASCI, the
Company or a Subsidiary of ASCI or the Company at any time to terminate a
Participant's employment.



Section 12.       Expenses

                  All expenses of administering the Plan shall be borne by the
Company and ASCI and shall not be charged to any pension, retirement, profit
sharing, group insurance, or other benefit plan of the Company or ASCI.


Section 13.       Relationship to Other Benefits

                  No payment under the Plan shall be taken into account in
determining any payments, benefits, coverage levels or participation rates under
any other incentive compensation plan of the Company or ASCI, or under any
pension, retirement, profit sharing, group insurance or other benefit plan of
ASCI, the Company or any Subsidiary of ASCI or the Company.



Section 14.       Effective Date; Amendments and Termination; Governing Law

                  (a) The Plan shall become effective upon its adoption by the
ASI Board.

                  (b) The ASI Board, upon recommendation of the ASI Committee,
shall have the right to amend, suspend, or terminate the Plan at any time;
however, no such action of the ASI Board shall diminish, reduce, alter, or
impair a Participant's rights with respect to any Award Opportunities assigned
to him before the date of such amendment, suspension, or 

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termination of the Plan without the consent of such Participant.

                  (c) This Plan and all rights and obligations hereunder shall
be construed in accordance with and governed by the laws of the State of
Delaware, without reference to any principles of conflict of laws.

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                                     ANNEX A

                      LONG-TERM INCENTIVE COMPENSATION PLAN



         "Cause" means a Participant's (A) willful and continued failure
substantially to perform his duties with the Company or any Subsidiary of the
Company (other than any such failure resulting from incapacity due to reasonably
documented physical or mental illness), after a demand for substantial
performance is delivered to such Participant by the Chairman of the ASI Board or
officer of equivalent authority which specifically identifies the manner in
which it is believed that such Participant has not substantially performed his
duties, or (B) the willful engaging by such Participant in illegal misconduct
materially and demonstrably injurious to the Company or any Subsidiary of the
Company or to the trustworthiness or effectiveness of the Participant in the
performance of his duties. For purposes hereof, no act, or failure to act, on
such Participant's part shall be considered "willful" unless done, or omitted to
be done, by him not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company or a Subsidiary of the
Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the ASI Board or based upon the advice of counsel for
the Company shall be conclusively presumed to be done, or omitted to be done, by
such Participant in good faith and in the best interest of the Company or such
Subsidiary of the Company.

         "Good Reason" means any of the following:

                  (A) an adverse change in a Participant's status or position(s)
         as an executive of the Company or of a Subsidiary of the Company, any
         adverse change in a Participant's status or position as an executive of
         the Company or of a Subsidiary of the Company as a result of a material
         diminution in his duties or responsibilities or a relocation of a
         Participant's principal place of employment to a location which is at
         least 50 miles further from such Participant's principal residence than
         his or her current location or the assignment to him of any duties or
         responsibilities which are inconsistent with such status or
         position(s), or any removal of him from or any failure to reappoint or
         reelect him to such position(s) (except in connection with the
         termination of his employment for Cause, Disability or retirement or as
         a result of his death or by him other than for Good Reason);

                  (B) a reduction by the Company or such Subsidiary of the
         Company in such Participant's base salary;

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                  (C) the taking of any action by the Company or such Subsidiary
         of the Company (including the elimination of a plan without providing
         substitutes therefor or the reduction of his awards thereunder) that
         would substantially diminish the aggregate projected value of such
         Participant's awards under the Company's or such Subsidiary of the
         Company's bonus and benefit plans in which he was participating at the
         time of the taking of such action;

                  (D) the taking of any action by the Company or such Subsidiary
         of the Company that would substantially diminish the aggregate value of
         the benefits provided him under the Company's or such Subsidiary of the
         Company's medical, health, accident, disability, life insurance, thrift
         and retirement plans in which he was participating at the time of the
         taking of such action; or

                  (E) any purported termination by the Company or such
         Subsidiary of the Company of his employment that is not effected for
         Cause.

Notwithstanding the foregoing, a termination for Good Reason shall not have
occurred

         (i) if the Participant consented in writing to the event giving rise to
         the "Good Reason", or

         (ii) with regard to the occurrence of the events described in
         paragraphs (B), (C) or (D) above prior to a Change of Control, if such
         reductions or actions are proportionate to the reductions or actions
         applicable to other employees in similar positions pursuant to a cost
         savings plan.

         "Disability" means a Participant's inability, due to reasonably
documented physical or mental illness, for more than six months to perform his
duties with the Company or a Subsidiary of the Company on a full time basis if,
within 30 days after written notice of termination has been given to such
Participant, he shall not have returned to the full time performance of his
duties.


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