CREDIT DOCUMENTS AMENDMENT AGREEMENT dated
                           as of February 9, 1995, among AMERICAN STANDARD
                           COMPANIES INC., formerly known as ASI Holding
                           Corporation, a Delaware corporation ("Holding");
                           AMERICAN STANDARD INC., a Delaware corporation
                           ("ASI"); the Domestic Subsidiaries of ASI and the
                           Foreign Subsidiaries of ASI listed in Schedule I, the
                           "ASI Subsidiaries" and, together with Holding and
                           ASI, the "ASI Parties") and CHEMICAL BANK, as
                           Administrative Agent and as Collateral Agent for the
                           Lenders party to the Credit Agreement referred to
                           below. (in such capacity, the "Collateral Agent").


                             Preliminary Statement

                                            A. Holding, ASI and certain ASI
                           Subsidiaries are parties to a Credit Agreement dated
                           as of June 1, 1993 (as amended and in effect
                           immediately prior to the effectiveness of the
                           transactions contemplated by the Assignment and
                           Amendment Agreement referred to below, the "1993 ASI
                           Credit Agreement"), with the lenders party thereto
                           (the "Original Lenders"). Such ASI Parties desire to
                           amend and restate the 1993 ASI Credit Agreement and
                           to restructure all outstanding loans and commitments
                           thereunder (including by providing for the repayment
                           of certain of such loans).

                                            B. Certain of the Original Lenders
                           and certain other lenders (collectively, the
                           "Continuing Lenders") are willing (a) to amend and
                           restate the 1993 ASI Credit Agreement in the form of
                           the Amended and Restated Credit Agreement being
                           executed and delivered on the date hereof (the
                           "Amended and Restated Credit Agreement"; capitalized
                           terms used herein and not otherwise defined herein
                           shall have the meanings assigned to them in the
                           Amended and Restated Credit Agreement), among such
                           ASI Parties and the Continuing Lenders, and (b) to
                           restructure the outstanding loans and commitments
                           under the 1993 ASI Credit Agreement, such amendment,
                           restatement and restructuring to be effected on the
                           terms and conditions set forth in the Assignment and
                           Amendment Agreement dated as of the date hereof (the
                           "Assignment and Amendment Agreement") among such ASI
                           Parties, the Original Lenders and the Continuing
                           Lenders.

                                            C. The parties desire that certain
                           of the guarantees of, and security interests
                           securing, obligations under the 1993 ASI Credit
                           Agreement and the other "Credit Documents" as defined
                           therein (collectively, the "Credit Documents") be
                           amended to the extent provided herein and, in such
                           original or amended form (as applicable), continue to



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                           guarantee and to secure obligations under the Amended
                           and Restated Credit Agreement and the Credit
                           Documents.

                                            Accordingly, the parties hereto
                           hereby agree as follows:

                           I.  AMENDMENT

                                            SECTION 1.01. Amendment and
                           Restatement. Except as provided in Section 1.03, on
                           the Effective Date (as defined in the Assignment and
                           Amendment Agreement) and upon the consummation of the
                           assignments referred to therein, (1) any reference in
                           any Credit Document to (a) the term "Credit
                           Agreement" or "1993 Credit Agreement" or any term in
                           English or a language other than English including
                           either of the foregoing or having a meaning
                           comparable thereto shall be amended to refer to the
                           Amended and Restated Credit Agreement (as such
                           agreement may be amended, modified or supplemented
                           and in effect from time to time), (b) the term
                           "Credit Document" or any term in English or a
                           language other than English including the foregoing
                           or having a meaning comparable thereto shall be
                           amended to refer to the Credit Document as amended
                           (if applicable) hereby (as such agreement may be
                           amended, modified or supplemented and in effect from
                           time to time) and (c) an agreement which is a Credit
                           Document shall be amended to refer to such agreement
                           as amended, modified or supplemented and in effect
                           from time to time, and (2) the definition of any term
                           defined in any Credit Document by reference to the
                           terms defined in the 1993 ASI Credit Agreement shall
                           be amended to be defined by reference to the defined
                           term in the Amended and Restated Credit Agreement, as
                           the same may be amended, modified or supplemented and
                           in effect from time to time. Notwithstanding any
                           provision of this Agreement, the provisions of the
                           existing Credit Documents (as in effect immediately
                           prior to the date hereof), including all defined
                           terms used therein, will continue to be effective as
                           to all matters arising out of or in any way related
                           to facts or events existing or occurring prior to the
                           Effective Date. Except as expressly amended hereby
                           (if applicable), the Credit Documents shall continue
                           in full force and effect for the benefit of the
                           Continuing Lenders.

                                            SECTION 1.02 Confirmation. Subject
                           to Section 1.03, Holding, ASI and each ASI Subsidiary
                           executing this Agreement confirm their respective
                           guarantees, pledges and grants of security interests,
                           as applicable, and agree that such guarantees,
                           pledges and grants of security interests shall accrue
                           to the benefit of the Continuing Lenders under the
                           Amended and Restated Credit Agreement.

<PAGE>
                                            SECTION-1.03 Exception. The
                           provisions of this Agreement shall not apply to the
                           Credit Documents listed in Schedule II (the "Excepted
                           Credit Documents") and any amendment of or reference
                           to the amendment of Credit Documents herein shall not
                           include or effect any amendment to, or confirmation
                           of, or affect any representation in respect of, any
                           of the Excepted Credit Documents, which shall remain
                           in full force and effect without amendment or
                           confirmation.


                           II.  REPRESENTATIONS AND WARRANTIES

                                            Holding, ASI and each of the ASI
                           Subsidiaries represents and warrants to the
                           Collateral Agent that it has the corporate power and
                           authority to execute, deliver and perform its
                           obligations under this Agreement and that this
                           Agreement constitutes its legal, valid and binding
                           obligation, enforceable against it in accordance with
                           its terms, except as such enforcement may be limited
                           by applicable bankruptcy, insolvency, reorganization,
                           moratorium and other similar laws affecting the
                           enforceability of creditors' rights generally and by
                           general principles of equity or, in the case of the
                           Foreign Subsidiaries, applicable laws disclosed in
                           legal opinions delivered pursuant to the 1993 ASI
                           Credit Agreement or the Amended and Restated Credit
                           Agreement, as applicable. Holding and ASI represent
                           and warrant to the Collateral Agent that Schedules I
                           and III comprise a true and complete list of the
                           Domestic Subsidiaries and the Foreign Subsidiaries
                           which are (or are under the 1993 ASI Credit Agreement
                           or the Amended and Restated Credit Agreement required
                           to be), as of the date of this Agreement, parties to
                           any Domestic or Foreign Guarantee, any Domestic
                           Securities Pledge Agreement or any Domestic or
                           Foreign Security Agreement.


                           III.  MISCELLANEOUS

                                           SECTION 3.01.  Successors and Assigns
                           This  Agreement  shall inure to the benefit  of  and 
                           be  binding  upon  the  parties  hereto  and  their 
                           respective successors and assigns.

                                            SECTION 3.02.  APPLICABLE LAW.  THIS
                           AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN 
                           ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 
                           WITHOUT REFERENCE TO NEW YORK'S CONFLICTS OF LAWS 
                           PROVISIONS (OTHER THAN NEW YORK STATE GENERAL 
                           OBLIGATIONS LAW S 5-1401) EXCEPT AS REQUIRED
<PAGE>

                           BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE
                           EXTENT THAT THE VALIDITY OR PERFECTION OF THE
                           SECURITY INTERESTS CREATED UNDER ANY CREDIT DOCUMENT
                           OR REMEDIES THEREUNDER IN RESPECT OF ANY PLEDGED
                           COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
                           OTHER THAN THE STATE OF NEW YORK. NOTWITHSTANDING THE
                           FOREGOING, TO THE EXTENT THIS AGREEMENT AMENDS OR
                           OTHERWISE AFFECTS ANY DOCUMENT OR AGREEMENT GOVERNED
                           BY THE LAWS OF ANOTHER JURISDICTION, THIS AGREEMENT
                           SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
                           WITH, THE LAWS OF SUCH JURISDICTION.

                                 SECTION 3.03. Amendment. This Agreement may be
                           waived, modified or amended only by a written 
                           agreement executed by each of the parties hereto.

                                            SECTION 3.04. Counterparts. This
                           Agreement may be executed in any number of
                           counterparts and by the different parties hereto on
                           separate counterparts, each of which when so executed
                           and delivered shall be an original, but all of which
                           shall together constitute one and the same agreement.
                           Delivery of an executed counterpart of a signature
                           page of this Agreement by facsimile transmission
                           shall be effective as delivery of a manually executed
                           counterpart of this Agreement.

                                            SECTION 3.05. No Novation. Neither
                           this Agreement nor the execution, delivery or
                           effectiveness of the Amended and Restated Credit
                           Agreement or the Assignment and Amendment Agreement
                           shall extinguish the obligations for the payment of
                           money outstanding under the 1993 ASI Credit Agreement
                           or the Amended and Restated Credit Agreement or
                           discharge or release the Lien or priority of any
                           pledge agreement or any other security therefor.
                           Nothing herein contained shall be construed as a
                           substitution or novation of the obligations
                           outstanding under the 1993 ASI Credit Agreement or
                           the Amended and Restated Credit Agreement or
                           instruments securing the same, which shall remain in
                           full force and effect, except to any extent modified
                           hereby or by instruments executed concurrently
                           herewith. Nothing implied in this Agreement, the
                           Amended and Restated Credit Agreement, the Assignment
                           and Amendment Agreement or any other document
                           contemplated hereby or thereby shall be construed as
                           a release or other discharge of any Borrower or any
                           Guarantor or any Pledgor under any Credit Document
                           from any of its obligations and liabilities as a
                           "Borrower", "Guarantor" or "Pledgor" under the 1993
                           ASI Credit Agreement or the Credit Documents. Each of
                           the 1993 ASI Credit Agreement and the Credit
                           Documents shall remain in full force and effect,
                           until (as applicable) and except to any

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                           extent modified hereby or by the Assignment and 
                           Amendment Agreement or in connection herewith or 
                           therewith.

                                    SECTION 3.06. Effectiveness. This Agreement
                           shall become effective as to each signatory and the
                           Credit Documents to which it is a party upon receipt 
                           by the Collateral Agent of such signatory's executed
                           signature page.

                                            IN WITNESS WHEREOF, each of the
                           parties hereto has caused this Agreement to be duly
                           executed and delivered as of the date first above
                           written.


                                               AMERICAN STANDARD COMPANIES INC.,

                                                       by
                                                         /s/ Thomas S. Battaglia
                                                       Name: Thomas S. Battaglia
                                                       Title: Vice President and
                                                                       Treasurer


                                                         AMERICAN STANDARD INC.,

                                                         by
                                                         /s/ Thomas S. Battaglia
                                                       Name: Thomas S. Battaglia
                                                       Title: Vice President and
                                                                       Treasurer


                                                  AMERICAN STANDARD CREDIT INC.,

                                                         by
                                                         /s/ Thomas S. Battaglia
                                                       Name: Thomas S. Battaglia
                                                       Title: Vice President and
                                                                       Treasurer


                                                                A-S ENERGY INC.,

                                                          by
                                                           /s/ Mary Jane Mahoney
                                                         Name: Mary Jane Mahoney
                                                           Title: Vice President







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                                                            SAU CORP.,

                                                            by
                                                                /s/ Israel Stein
                                                              Name: Israel Stein
                                                           Title: Vice President


                                            WABCO WESTINGHOUSE CIS HOLDING INC.,

                                                         by
                                                         /s/ Thomas S. Battaglia
                                                       Name: Thomas S. Battaglia
                                                                Title: Treasurer







<PAGE>






                                                 AMERICAN RADIATOR & STANDARD
                                                        SANITARY CORPORATION
                                                 AMERICAN STANDARD INTERNATIONAL
                                                        INC.
                                                 AMERICAN STANDARD TRANE, LTD.
                                                 AMSTAN INTERNATIONAL LTD.
                                                 AMSTAN CORPORATION
                                                 AMSTAN TRUCKING INC.
                                                 CARDWELL WESTINGHOUSE COMPANY
                                                 DFM CORPORATION
                                                 FLUID POWER INC.
                                                 FWJ INC.
                                                 IDEAL-STANDARD INC.
                                                 IT HOLDINGS INC.
                                                 MWM CORPORATION
                                                 NETHER HOLDINGS INC.
                                                 REEFCO INC.
                                                 STANDARD SANITARY MANUFACTURING
                                                         COMPANY
                                                 THE HERMANN SAFE COMPANY
                                                 THE TRANE COMPANY (DELAWARE)
                                                 THE TRANE COMPANY (NEVADA)
                                                 TRANE EXPORT, INC.
                                                 TRANE HELLAS, INC.
                                                 UNIVERSAL RAILWAY DEVICES
                                                          COMPANY
                                                 U.S. RAILWAY INC.
                                                 WABCO AUTOMOTIVE CONTROL
                                                           SYSTEMS INC.
                                                 WABCO COMPANY
                                                 WABCO STANDARD EXPORT LTD.
                                                 WESTINGHOUSE AIR BRAKE
                                                 INTERNATIONAL CORPORATION
                                                 WORLD STANDARD LTD.,

                                                          by
                                                         /s/ Thomas S. Battaglia
                                                       Name: Thomas S. Battaglia
                                                       Title: Vice President and
                                                                  Treasurer







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                                                   A-S THAI HOLDINGS LTD.
                                                  (formerly known as TOENSING
                                                   CHART SUPPLY, INC.)
                                                     A.L. RAND INC.
                                                     CAG INC.
                                                     COMPROMISE HOLDINGS, CORP.
                                                     CURTIS ALCORN CORP.
                                                     DOMINO DOPANT INC.
                                                     IAS INC.
                                                     IVES REP, INC.
                                                     LOCUS COERULEUS, CORP.
                                                     M.C. CAPSULE INC.
                                                     MCDERMOTT SIZING CORP.
                                                     MONGRUE & SONS, INC.
                                                     PAMMEL CREEK CORP.
                                                     S.S. FROSCA & CO.
                                                     TWITTY & CO.,

                                                       by
                                                         /s/ Israel Stein
                                                       Name: Israel Stein
                                                       Title: Vice President






<PAGE>






                                           AMERICAN STANDARD PHILIPPINE
                                               HOLDINGS INC.
                                          AMERICAN STANDARD (UK) LIMITED
                                             CLAYTON DEWANDRE HOLDINGS
                                                         LIMITED
                                                     IDEAL STANDARD GMBH
                                                     IDEAL STANDARD LIMITED
                                                     IDEAL STANDARD S.A. DE C.V.
                                                     IDEAL STANDARD S.P.A.
                                                     IDEAL STANDARD WABCO
                                                     INDUSTRIA E COMMERCIO LTDA.
                                                     NETHER HOLDINGS INC.
                                                     SOCIETE TRANE
                                                     STANDARD EUROPE
                                                     THE BRIDGE FOUNDRY CO.
                                                                       LIMITED
                                                     TRANE BETEILIGUNGS-GMBH
                                                     TRANE DEUTSCHLAND GMBH
                                                     TRANE S.A.
                                                     TRANE (UK) LIMITED
                                                     WABCO AUTOMOTIVE (UK)
                                                                      LIMITED
                                                     WABCO GMBH
                                                     WABCO STANDARD GMBH
                                                     WABCO STANDARD TRANE B.V.
                                                     WABCO WESTINGHOUSE A.G.
                                                     WABCO WESTINGHOUSE B.V.
                                                     WABCO WESTINGHOUSE GMBH
                                                     WABCO WESTINGHOUSE SPRING
                                                       BRAKES B.V.
                                                 WESTINGHOUSE AIR BRAKE BRASIL
                                                       S.A.

                                                       by
                                                      /s/ Thomas S. Battaglia
                                                    Name: Thomas S. Battaglia
                                                          Attorney-in-Fact

                                                   WABCO STANDARD TRANE INC.

                                                      by
                                                       /s/ Israel Stein
                                                       Name: Thomas S. Battaglia
                                                      Authorized Signing Officer





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                                                     CHEMICAL BANK, individually
                                                         and as Collateral Agent

                                                          by
                                                            /s/ Robert K. Gaynor
                                                          Name: Robert K. Gaynor
                                                           Title: Vice President