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                                                              EXHIBIT (10)(xiii)




                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES

               1996-1998 SUPPLEMENTAL INCENTIVE COMPENSATION PLAN

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

Plan Period

      The Plan Period shall be January 1, 1996 through December 31, 1998.



Participants

      Plan Participants shall be employees of American Standard Companies
Inc. (the "Corporation") and its subsidiaries, domestic and foreign, in the
following participation categories:

      -     elected officers of the Corporation ("Officer Participants");

      -     non-officer Executive Level employees ("Executive Participants");
            and

      -     non-executive Management Level employees who are designated as
            Participants by the Officer Participants ("Management
            Participants").



Plan Award Opportunities and Forms of Awards

      Plan Award Opportunities and forms of Awards will be as set forth in
Schedule A (for Officer Participants), Schedule B (for Executive Participants)
and Schedule C (for Management Participants).



Change of Control Definition

      "Change of Control" shall mean the occurrence of any of the following
events:

      (i) any person is or becomes the Beneficial Owner, directly or indirectly,
      of securities of the Corporation representing 15% or more of the combined
      voting power of the Corporation'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
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      of the combined voting power of the Corporation'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 Corporation, or solely as a result of an
      acquisition by the Corporation of Corporation securities, until such time
      thereafter as such person acquires additional voting securities other than
      directly from the Corporation 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 Corporation 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 Corporation'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 of Directors of the Corporation together with those individuals who
      first become directors during such period (other than by reason of an
      agreement with the Corporation or the Board of Directors of the
      Corporation in settlement of a proxy contest for the election of
      directors) and whose election or nomination for election to the Board of
      Directors of the Corporation 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 of Directors of the Corporation;

      (iii) the shareholders of the Corporation approve a merger, consolidation,
      recapitalization or reorganization of the Corporation, or a reverse stock
      split of any class of voting securities of the Corporation, 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
      Corporation 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
      Corporation 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


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      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
      Corporation or of such surviving entity or of any subsidiary of the
      Corporation 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 Corporation 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 Corporation approve a plan of complete
      liquidation or dissolution of the Corporation or an agreement for the sale
      or disposition of all or substantially all the assets of the Corporation;
      or

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

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 Management
            Development and Nominating 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 the Corporation: (A) any person
            who has entered into a binding agreement with the Corporation, 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
            Corporation (a "Standstill Agreement"); (B) any employee benefit
            plan, or trustee or other fiduciary thereof, maintained by the
            Corporation or any subsidiary of the Corporation; (C) any subsidiary
            of the Corporation; or (D) the Corporation.

      (2)   Unless a majority of the Continuing Directors and the Management
            Development and Nominating 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 the Corporation of or by


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      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 Corporation, 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 Corporation.

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.

Plan Award Targets

      Each Participant shall receive a Plan Award, prorated as provided below,
equal to 50% of his Plan Award Opportunity as soon as practicable after a
determination that the Corporation has achieved the 1995 Strategic Plan
management reporting operating earnings before interest and taxes derived from
existing core businesses for the year 1998 (the


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"Threshold"). Such Plan Award shall be increased to up to 75% of the
Participant's Plan Award Opportunity if actual 1998 management reporting
operating earnings before interest and taxes derived from existing core
businesses ("1998 OEBIT") is at least 5.0% above the Threshold, with such
increase to be graduated to reflect a 1998 OEBIT falling between the 50% and 75%
achievement levels; the Plan Award shall be further increased to up to 100% of
the Participant's Plan Award Opportunity if 1998 OEBIT is at least 16.7% above
the Threshold, with such increase to be graduated to reflect 1998 OEBIT between
the 75% and 100% achievement levels. Calculation of 1998 OEBIT at the 50% and
75% achievement levels shall not include OEBIT derived from acquisitions
involving $25,000,000 in capital.



Forfeitures and Prorations

(a) If a Participant's participation commences after January 1, 1996 or if a
Participant's employment terminates during the Plan Period due to Disability,
death, or retirement under any retirement plan of the Corporation or any of its
subsidiaries, and, in any case, if such Participant's participation in the Plan
shall have been for a minimum of seventy-eight weeks, such Participant (or, in
the event of such Participant's death, his beneficiary) shall receive, if and
when payments with respect to Plan Awards for such Plan Period are made, a
payment equal to a fraction of the value of such Participant's Plan Award
Opportunity (if any) with respect to the Plan Period. The numerator of such
fraction shall be the number of days that such Participant was a Participant
during the Plan Period and the denominator shall be the total number of days in
the Plan Period.

(b) If a Participant's employment terminates during the Plan Period due to
termination for Cause, such Participant shall forfeit all rights to any and all
of his Plan Award Opportunity, the value of which had not yet been paid,
notwithstanding that such Participant may be eligible to retire under a
retirement plan of the Corporation or any of its subsidiaries.

(c) Except as provided in (a) above, if a Participant's employment terminates
during the Plan Period, otherwise than due to Disability, death or retirement
under any plan of the Corporation or any of its subsidiaries, such Participant
shall forfeit all rights to any and all of his Plan Award Opportunity the value
of which had not yet been paid, provided (except as provided in (b) above) the
Management Development and Nominating Committee, in its discretion, may waive
such forfeiture in whole or in part.

(d) For purposes of (a), (b) and (c) above, the terms "Cause" and "Disability"
shall have the meanings set forth in Annex A hereto.

(e) If a Participant's participation category changes during the Plan Period,
his or her Plan


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Award shall be prorated between the Plan Award amount that would
have been received for participation for the entire Plan Period in the earlier
participation category and the Plan Award amount that would have been received
for participation for the entire Plan Period in the later participation
category, based on the number of weeks of participation in each participation
category.



Plan Awards in Stock

      Any shares of American Standard Companies Inc. common stock issued as
Plan Awards shall be issued from the shares available under the American
Standard Companies Inc. Stock Incentive Plan, and shall be issued to and
governed by the Trust Agreement for the American Standard Inc. Long-Term
Incentive Compensation Plan and 1994-1995 and 1996-1998 American Standard
Companies Inc. Supplemental Incentive Compensation Plans.



Plan Awards in Cash

      There shall be deducted from the cash portion of any Plan Awards such
payroll withholdings as the Corporation deems necessary.



Treatment of Plan Awards

      Plan Awards will not be treated as compensation for purposes of the
Savings Plan of American Standard Inc. and Participating Subsidiary
Companies, the American Standard Employee Stock Ownership Plan or any other
benefits based on compensation.



Change of Control

      Notwithstanding any other provision of this Plan or any Plan Award, in the
event of a Change of Control, the Plan Period shall end and each Participant
shall receive a Plan Award equal to 100% of such Participant's Plan Award
Opportunity. In such event, (x) the Corporation 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) each Participant may elect to receive any or all payments
hereunder in cash.


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Administration of Plan

      Except with respect to the designation of Management Participants, the
Plan will be administered by the Management Development and Nominating Committee
of the Board of Directors or the delegate of said Committee. Determinations,
interpretations or other actions made or taken by the Management Development and
Nominating Committee shall, prior to a Change of Control, be final, binding and
conclusive for all purposes and upon all persons.

      The Board, upon recommendation of the Management Development and
Nominating Committee, shall have the right to amend, suspend or terminate the
Plan at any time; however, no such action of the Board shall diminish, reduce,
alter or impair a Participant's rights assigned to him before the date of such
amendment, suspension, or termination of the Plan without the consent of such
Participant.



Other Provisions

      Participation in the Plan shall not affect the right of the Company or any
affiliate thereof at any time to terminate the employment of any Participant. No
interest in this Plan shall be assignable or transferable except to the extent
provided in the Trust Agreement for the American Standard Inc. Long-Term
Incentive Compensation Plan and 1994-1995 and 1996-1998 American Standard
Companies Inc. Supplemental Incentive Compensation Plans.


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              AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES

              1996-1998 SUPPLEMENTAL INCENTIVE COMPENSATION PLAN



                                   SCHEDULE A

              PLAN AWARD OPPORTUNITIES FOR OFFICER PARTICIPANTS



One times the modified initial and the supplemental Payout Awards for the
1996-1998 Performance Period under the American Standard Inc. Long-Term
Incentive Compensation Plan, payable half in cash (and/or promissory notes of
American Standard Inc.) and half in common stock of American Standard Companies
Inc.
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              AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES

              1996-1998 SUPPLEMENTAL INCENTIVE COMPENSATION PLAN



                                   SCHEDULE B

             PLAN AWARD OPPORTUNITIES FOR EXECUTIVE PARTICIPANTS



Three times the Executive Participants' 1998 awards under American Standard
Inc.'s Annual Incentive Plan (or, in the event of a Change of Control, three
times the Executive Participants' awards under the American Standard Inc. Annual
Incentive Plan in effect for which such Change of Control occurs), payable half
in cash (and/or promissory notes of American Standard Inc.) and half in common
stock of American Standard Companies Inc.
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              AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES

              1996-1998 SUPPLEMENTAL INCENTIVE COMPENSATION PLAN



                                   SCHEDULE C

             PLAN AWARD OPPORTUNITIES FOR MANAGEMENT PARTICIPANTS



          Fifteen Thousand Dollars ($15,000), payable in cash.
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                                     ANNEX A



      "Cause" means a Participant's (A) willful and continued failure
substantially to perform his duties with the Corporation 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 any
executive officer 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 Corporation 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 Corporation 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 Corporation 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 Corporation or such Subsidiary.



      "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 Corporation 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.