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                                                              EXHIBIT (10)(viii)

                        AMERICAN STANDARD COMPANIES INC.
                        CORPORATE OFFICER SEVERANCE PLAN
                (As Amended and Restated as of December 5, 1996)

Section I. Purpose.

      The purpose of the Plan is to provide elected officers of the Company with
severance benefits should their employment with the Company terminate under the
circumstances described below. The Plan supersedes any and all previous
severance pay practices or policies of the Company, whether written or
unwritten.



Section II. Definitions.

      A. Board - means the Board of Directors of the Company.

      B. Cause - means a Participant's (i) willful and continued failure
substantially to perform his duties with the Company or any Subsidiary (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 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
(ii) the willful engaging by such Participant in illegal misconduct materially
and demonstrably injurious to the Company or any Subsidiary 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. Any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by the 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.

      C. 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 the Company representing 15% or more of
            the combined voting power of the Company'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,


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            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 the Company'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 the Company, or solely as a
            result of an acquisition by the Company of Company securities, until
            such time thereafter as such person acquires additional voting
            securities other than directly from the Company 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 Company 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 the
            Company'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 Board together with those individuals who first
            become directors during such period (other than by reason of an
            agreement with the Company or the Board in settlement of a proxy
            contest for the election of directors) and whose election or
            nomination for election to the 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
            Board;

            (iii) the shareholders of the Company approve a merger,
            consolidation, recapitalization or reorganization of the Company, or
            a reverse stock split of any class of voting securities of the
            Company, 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 the Company 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 the Company outstanding immediately
            prior to such transaction, with the relative voting power of


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            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 the Company or of such surviving entity or of any
            subsidiary of the Company or such surviving entity and (b) voting
            securities beneficially owned by such persons who receive them other
            than as holders of voting securities of the Company 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 the Company approve a plan of complete
            liquidation or dissolution of the Company or an agreement for the
            sale or disposition of all or substantially all the assets of the
            Company 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 Plan Administrator 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:

            (1)   Unless a majority of the Continuing Directors and of the Plan
                  Administrator determines 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 the Company: (A) any person
                  who has entered into a binding agreement with the Company,
                  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 the Company (a "Standstill
                  Agreement"); (B) any employee benefit plan, or trustee or
                  other fiduciary thereof, maintained by the Company or any
                  Subsidiary; (C) any Subsidiary; or (D) the Company.

            (2)   Unless a majority of the Continuing Directors and of the Plan


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                  Administrator determines 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 the Company 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 the Company, provided that, immediately following such
                  acquisition, the Continuing Directors constitute a majority of
                  the 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 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 the Company.

      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); 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.


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      D. Company - means American Standard Companies Inc., a Delaware
corporation, and any successor thereto.

      E. 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 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.

      F. Effective Date - means April 27, 1991.

      G. Good Reason - means any of the following:

            (i) an adverse change in a Participant's status or position(s) as an
      executive of the Company or of a subsidiary, any adverse change in a
      Participant's status or position as an executive of the Company or of a
      Subsidiary 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);

            (ii) a reduction by the Company or such subsidiary in such
      Participant's base salary;

            (iii) the taking of any action by the Company or a Subsidiary
      (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's bonus and benefit plans in
      which he was participating at the time of the taking of such action;

            (iv) the taking of any action by the Company or such Subsidiary that
      would substantially diminish the aggregate value of the benefits provided
      him under the Company's or such subsidiary'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

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


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            Notwithstanding the foregoing, a termination for Good Reason shall
      not have occurred (a) if the Participant consented in writing to the event
      giving rise to the "Good Reason", or (b) with regard to the occurrence of
      the events described in paragraphs 4(ii), (iii) and (iv) 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.

      H. Participant - means each elected officer of the Company.

      I. Plan - means the American Standard Companies Inc. Corporate Officer
Severance Plan.

      J. Plan Administrator - means the Management Development and Nominating
Committee of the Board (the "MDC") or any committee or individual designated by
the MDC to perform some or all of its administrative functions hereunder.

      K. Subsidiary - means any corporation or partnership in which the Company
owns, directly or indirectly, 50% or more of the total combined voting power of
all classes of stock of such corporation or of the capital interest or profits
interest of such partnership.

Section III. Eligibility.

      Each Participant shall be eligible to receive the benefits provided under
the Plan in the event of such Participant's voluntary termination for Good
Reason or involuntary termination by the Company other than a termination for
Cause. No other individual shall be eligible for benefits under the Plan and the
payment of benefits hereunder shall not be affected by the payment of retirement
or other benefits under any other Company plan.

Section IV. Severance Payments.

      A Participant who satisfies the eligibility requirements of Section III
hereof shall receive severance payments equal to the sum of the following:

      A. an amount equal to two times (or in the case of the Chief Executive
Officer of the Company three times) the Participant's annual base salary in
effect on the date the termination occurs; plus

      B. the amount of the Participant's annual incentive plan target award in
effect for the calendar year in which the termination occurs determined without
regard to whether the


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applicable targets are obtained, multiplied by a fraction, the numerator of
which is the number of days in the year of termination that the Participant was
an employee of the Company, and the denominator of which is 365; plus

      C. the amount (or in the case of the Chief Executive Officer, two times
the amount) of the Participant's annual incentive plan target award in effect
for the year in which the termination occurs determined without regard to
whether the applicable targets are obtained.

Section V. Certain Additional Payments by the Company.

      (A) Anything in this Plan to the contrary notwithstanding, in the event it
shall be determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company (or
any of its affiliated entities) or any entity which effectuates a Change of
Control (or any of its affiliated entities) to or for the benefit of a
Participant (whether pursuant to the terms of this Plan or otherwise, but
determined without regard to any additional payments required under this Section
V) (the "Payments") would be subject to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest
or penalties are incurred by a Participant with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Company shall pay to
such Participant (or to the Internal Revenue Service on behalf of Participant)
an additional payment (a "Gross-Up Payment") in an amount such that after
payment by such Participant of all taxes (including any Excise Tax) imposed upon
the Gross-Up Payment, such Participant retains (or has had paid to the Internal
Revenue Service on his behalf) an amount of the Gross-Up Payment equal to the
sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any
deductions disallowed because of the inclusion of the Gross-Up Payment in such
Participant's adjusted gross income and the highest applicable marginal rate of
federal income taxation for the calendar year in which the Gross-Up Payment is
to be made. For purposes of determining the amount of the Gross-Up Payment, a
Participant shall be deemed (i) to pay federal income taxes at the highest
marginal rates of federal income taxation for the calendar year in which the
Gross-Up Payment is to be made, (ii) to pay applicable state and local income
taxes at the highest marginal rate of taxation for the calendar year in which
the Gross-Up Payment is to be made, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes and (iii) to have otherwise allowable deductions for federal income tax
purposes at least equal to the Gross-Up Payment.

      (B) Subject to the provisions of Section V(a), all determinations required
to be made


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under this Section V, including whether and when a Gross-Up Payment is required,
the amount of such Gross-Up Payment, and the assumptions to be utilized in
arriving at such determinations, shall be made by the public accounting firm
that is retained by the Company as of the date immediately prior to the Change
of Control (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Participant within fifteen (15)
business days of the receipt of notice from the Company or Participant that
there has been a Payment, or such earlier time as is requested by the Company
(collectively, the "Determination"). In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change of Control, the Participant may appoint another nationally recognized
public accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by the Company
and the Company shall enter into any agreement reasonably requested by the
Accounting Firm in connection with the performance of the services hereunder.
The Gross-Up Payment under this Section V with respect to any Payments shall be
made no later than thirty (30) days following such Payment. If the Accounting
Firm determines that no Excise Tax is payable by the Participant, it shall
furnish the Participant with a written opinion to such effect, and to the effect
that failure to report the Excise Tax, if any, on the Participant's applicable
federal income tax return will not result in the imposition of a negligence or
similar penalty. The Determination by the Accounting Firm shall be binding upon
the Company and Participant. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the Determination, it is possible
that Gross-Up Payments which will not have been made by the Company should have
been made ("Underpayment") or Gross-Up Payments are made by the Company which
should not have been made ("Overpayment"), consistent with the calculations
required to be made hereunder. In the event that the Participant thereafter is
required to make payment of any Excise Tax or additional Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or
for the benefit of the Participant. In the event the amount of the Gross-Up
Payment exceeds the amount necessary to reimburse the Participant for his Excise
Tax, the Accounting Firm shall determine the amount of the Overpayment that has
been made and any such Overpayment (together with interest at the rate provided
in Section 1274(b)(2) of the Code) shall be promptly paid by the Participant (to
the extent he has received a refund if the applicable Excise Tax has been paid
to the Internal Revenue Service) to or for the benefit of the Company.


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Section VI. Payment of Benefits.

      Unless the Plan Administrator determines otherwise, all severance payments
hereunder shall be paid in a single lump sum at, or as soon as practicable
after, the Participant's termination of employment.

Section VII. Continuation of Welfare Plan Coverage.

      In the event of a Participant's voluntary termination for Good Reason or
his or her involuntary termination by the Company other than a termination for
Cause, such Participant will be entitled, upon payment of any premiums or
co-payments theretofore required for such coverage, to continue all life,
accident, health and disability coverage, on the same basis as in effect on the
date he terminated employment, for a period of 24 months from the date of
termination (36 months in the case of the Chief Executive Officer), provided
that, to the extent permitted by law, such coverage may be terminated at the
discretion of the Plan Administrator in the event the Participant obtains at
least equal alternate coverage.

Section VIII. Financial Planning Assistance.

      The Company will reimburse a Participant for all bills which the Plan
Administrator determines are reasonably related to financial planning assistance
and tax preparation, provided that such bills are incurred and evidence of
payment by the Participant is submitted to the Plan Administrator within one
year after the date of termination.

Section IX. Reservation of Right to Amend and Terminate.

      The Company reserves the right, whether in an individual case or more
generally, by a majority of the Continuing Directors to amend, reduce or
eliminate the Plan, in whole or in part, at any time and from time to time
without notice, provided that no amendment to this Plan shall be made for two
years following the occurrence of a Change of Control if such amendment would
reduce the benefits hereunder and no such amendment shall be effective if a
Change of Control occurs within six months following such amendment.


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Section X.  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 incentive
compensation plan, any pension, retirement, profit sharing, group insurance, or
other benefit plan of the Company; provided that, a Participant shall not be
entitled to receive the severance payment set forth in Section IV.B. of this
Plan if such Participant becomes entitled to receive a comparable payment
pursuant to Article IV of the Company's Annual Incentive Plan by reason of a
Change of Control.

Section XI. Administration.

      Subject to Section V of the Plan, the Plan Administrator shall have full
power and authority to interpret and carry out the terms of the Plan, and to
exercise discretion where necessary or appropriate in the interpretation and
administration of the Plan, and prior to a Change of Control all decisions by
the Plan Administrator shall be final and binding on all affected parties.

Section XII.      Expenses.

      All expenses of administering the Plan shall be borne by the Company.

Section XIII.      Withholding.

      The Company may withhold from any amounts payable hereunder such Federal,
state or local taxes as may be required to be withheld pursuant to any
applicable law or regulation.

Section XIV.      Governing Law.

      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 the principles of conflict of laws.



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