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                                                              EXHIBIT (10)(xiii)



                        AMERICAN STANDARD COMPANIES INC.


                EXECUTIVE SUPPLEMENTAL RETIREMENT BENEFIT PROGRAM


                   Restated to include all amendments through
                                December 6, 2001

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                                    ARTICLE I

                                   DEFINITIONS

For all purposes of the Program the following definitions shall apply, with
words in the masculine gender including, where appropriate, the feminine gender:

        Actuarial Equivalent means, with respect to any monthly payments
        referred to in Article IV, the lump sum payment which is the present
        value as of the date of commencement of such monthly payments,
        determined using the following actuarial assumptions:

        (a)    Mortality Table - 1983 Basic Group Annuity Mortality Table for
               males projected to 1988 with Scale H; and

        (b)    Interest - the lesser of

               (1)    120% of the annual interest rate used by the Pension
                      Benefit Guaranty Corporation to value immediate annuities
                      for plans terminating as of the date as of which the
                      applicant's monthly pension payments would otherwise
                      commence; and

               (2)    the average yield of long-term U.S. Treasury bonds issued
                      during the one month period ending one month before the
                      date as of which the applicant's monthly pension payments
                      would otherwise commence, as published in the Federal
                      Reserve Bulletin under the heading "Composite Index: Over
                      10 Years (long-term)," such average yield to be rounded to
                      the nearest .25%;

               provided that, for purposes of calculating a lump sum payment to
               a Prior Participant or his Surviving Spouse the interest rate
               applied to calculate that portion of such lump sum attributable
               to such Prior Participant's Special Years of Service shall be
               multiplied by sixty and four-tenths percent (60.4%).

        Average Monthly Earnings of a Participating Employee means his total
        Compensation for the three (3) calendar Years of Service (or such lesser
        number of calendar years as may constitute his Years of Service) in his
        last ten (10) calendar Years of Service (including in such ten (10)
        calendar years the year in which his Service is broken), during which
        his total Compensation was the highest, divided by thirty-six (36) (or
        such lesser number as may constitute the number of calendar months of
        his Years of Service).

        Board means the Board of Directors of the Corporation.

        Code means the Internal Revenue Code of 1986, as amended.

        Committee means the Committee constituted under Article III, Section 2
        hereof.

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        Compensation means, for any calendar year, the total remuneration (other
        than remuneration that is not treated as "Compensation" under and for
        purposes of the ESOP) for Service rendered by a Participating Employee
        during such year, including any annual incentive compensation awarded to
        him with respect to such year, without regard to the year in which such
        incentive compensation is received; provided that Compensation shall
        include amounts deferred under the American Standard Companies Inc.
        Deferred Compensation Plan that would otherwise be treated as
        "Compensation" under and for purposes of the ESOP, and shall not include
        any payments under the American Standard Companies Inc. Long-Term
        Incentive Compensation Plan.

        Corporation means American Standard Companies Inc. and its successors
        and any predecessor corporation merged with or into, or any business
        acquired by, American Standard Companies Inc.

        Employee means an employee of the Corporation or a Subsidiary Company.

        ESOP means the American-Standard Employee Stock Onwership Plan and any
        successor plan thereto.

        ESOP Offset means two (2) times the value, as of the date when a
        Participating Employee's Service is broken, of the Basic Company
        Contributions to his account under the ESOP.

        Other Post-Retirement Benefits means, with respect to a Participating
        Employee, his ESOP Offset, plus all amounts paid or payable to him or
        his Surviving Spouse under or with respect to the Retirement Plan
        (including any monthly pension payable hereunder because it exceeds the
        maximum limitation on pension amounts imposed by Section 415 of the
        Code), the American Standard Profit Sharing Plan and any other
        non-governmental defined benefit or defined contribution employee
        pension plan (except the Savings and Stock Ownership Plan of American
        Standard Inc. and Participating Subsidiary Companies and the American
        Standard Employee Stock Ownership Plan) to which the Corporation, any
        Subsidiary Company or any previous employer of such Participating
        Employee had made contributions, provided that in calculating such
        amounts the following shall apply:

        (a)    Any Other Post-Retirement Benefit which is offset under the terms
               of the Retirement Plan shall be offset under this Program;

        (b)    Such amounts shall include lump sum and installment distributions
               which, together with all Other Post Retirement Benefits, shall be
               expressed as an Actuarially Equivalent lifetime annuity payable
               monthly.

        (c)    Such amounts shall exclude benefits to the extent attributable to
               contributions made by such Participating Employee; and

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        (d)    Such amounts shall reflect reductions for early commencement of
               benefits, if any.

        Participating Employee means any Employee (including, unless the context
        otherwise requires, an Employee who is a Prior Participant) who has been
        and so long as he remains an officer of the Corporation elected as such
        by the Board, but such term shall not include the Chairman of the Board
        on January 1, 1991.

        Primary Social Security Benefit shall have the meaning ascribed to that
        term in and by the Retirement Plan. In the event that the Participating
        Employee provides the Committee with the actual amount of his Social
        Security Benefit plus the amounts, if any, payable to such Employee
        under a foreign social insurance or pension system (which is comparable
        in nature to the U.S. Social Security System) then the total of such
        amounts if less than the U.S. Primary Social Security Benefit as defined
        in the Retirement Plan shall be deemed the Participating Employee's
        Primary Social Security Benefit for the purposes of this Program.

        Program means the Amended and Restated Executive Supplemental Retirement
        Benefit Program of American Standard Companies Inc., as set forth in
        this document and as amended from time to time.

        Retirement Plan means the Retirement Plan of American Standard Inc. and
        Participating Subsidiary Companies, as in effect immediately before the
        amendments thereto made as of June 30, 1988.

        Service and Years of Service shall have the meanings ascribed to those
        terms in and by the ESOP.

        Subsidiary Company means any corporation organized and existing under
        the laws of a state, district or territory of the United States at least
        fifty percent (50%) of whose outstanding voting stock is owned, directly
        or indirectly, by the Corporation or another Subsidiary Company.

        Surviving Spouse means the person to whom a Participating Employee or
        former Participating Employee was legally married on the earlier of the
        date of his retirement or death.

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                                   ARTICLE II

                                     PURPOSE

The purpose of the Program is to further the achievement of corporate goals of
the Corporation by providing improved retirement income as a component of
executive compensation, by providing retirement income not subject to the limits
imposed on retirement plans qualified under Section 401(a) of the Code, and by
assisting in recruiting and retaining senior executives.

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                                   ARTICLE III

                     AMENDMENT, CONTINUATION, ADMINISTRATION

Section 1 - Amendment and Continuation

The Board shall have the right to suspend or terminate the Program at any time
and, at any time or from time to time, to amend its terms; provided, however,
that no such action shall effect a forfeiture or a reduction in the amount of
any benefit under the Program that

        (a)    an Employee who had been a Participating Employee for at least
               twelve (12) months prior to the month in which such action is
               authorized or

        (b)    the Surviving Spouse of such an Employee

would otherwise have been entitled to receive if such Employee had died on, or
retired as of the first of the month coinciding with or following, the effective
date of such action or, if later, the date of its authorization. Notwithstanding
any such suspension, termination or amendment, the Corporation and Subsidiary
Companies will at all times be free to establish other programs, similar or
different, for the benefit of any Employees.

Section 2 - Administration

The Program shall be administered by a committee of the Board (the "Committee")
which is appointed by the Board. No member of such Committee shall be eligible
to participate in the Program. The Committee shall interpret the Program,
establish administrative policies, guidelines and rules and designate
Participating Employees thereunder, and take any other action necessary or
desirable for the proper operation of the Program. All such interpretations,
policies, guidelines, rules, designations and actions shall be final and binding
upon the Corporation, all Subsidiary Companies, all Employees and all
Participating Employees.

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                                   ARTICLE IV

                     ELIGIBILITY FOR AND AMOUNT OF BENEFITS

Section 1 - Upon Retirement at or After Age Sixty-five

Any Participating Employee who, after completing at least five (5) Years of
Service, ceases to be an Employee on or after his sixty-fifth (65th) birthday
shall receive from the Corporation, no later than the thirtieth (30th) day of
the month coincident with or immediately succeeding his sixty-fifth (65th)
birthday (or the month in which he ceases to be an Employee, if later), a single
lump sum payment which shall be the Actuarial Equivalent of a monthly payment,
commencing with such month and continuing for his lifetime, in an amount equal
to the sum of (i) the excess of

        (a)    four percent (4%) of his Average Monthly Earnings, multiplied by
               the number, not in excess of ten (10), of his Years of Service,
               plus

        (b)    one percent (1%) of his Average Monthly Earnings, multiplied by
               the number of his Years of Service accumulated after his first
               ten (10) Years of Service (to a maximum of twenty percent (20%)
               of such Average Monthly Earnings),

over the sum of

        (c)    such Participating Employee's Other Post-Retirement Benefits,
               plus

        (d)    his Primary Social Security Benefit;

and (ii) the monthly pension, if any, which is not payable to him from the
Retirement Plan because of the maximum limitations on pension amounts imposed by
Section 415 of the Code.

Section 2 - Upon Employment Termination Before Age Sixty-five

Any Participating Employee who ceases to be an Employee after completing at
least five (5) Years of Service, but before his sixty-fifth (65th) birthday
shall receive from the Corporation, no later than the thirtieth (30th) day of
the month designated in writing by such Participating Employee to the Committee
(which month shall not be earlier than the month immediately following his
fifty-fifth (55th) birthday), a single lump sum payment which shall be the
Actuarial Equivalent of a monthly payment, commencing with the month so
designated by such Participating Employee and continuing for his lifetime, in an
amount equal to the product of the amounts determined in clauses (a), (b) and
(c) below, with such result reduced by the amount in clauses (d) and (e) below
and increased by the amount in clause (f) below.

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        (a)    The monthly payment that such Participating Employee would have
               received computed under the below (i) and (ii), if he had
               remained an Employee (with no change in his Average Monthly
               Earnings) until, and if he had retired on, his sixty-fifth (65th)
               birthday:

               (i)      four percent (4%) of his Average Monthly Earnings,
                        multiplied by the number, not in excess of ten (10), of
                        his Years of Service, plus


               (ii)     one percent (1%) of his Average Monthly Earnings,
                        multiplied by the number of his Years of Service
                        accumulated after his first ten (10) Years of Service
                        (to a maximum of twenty percent (20%) of such Average
                        Monthly Earnings);

        (b)    A fraction

               (i)      the numerator of which is the number of his Years of
                        Service, and

               (ii)     the denominator of which is the number of Years of
                        Service he would have accumulated if he had remained an
                        Employee until his sixty-fifth (65th) birthday;

        (c)    The percentage determined according to attained age (in years and
               completed months) on date of commencement of monthly payments, in
               accordance with the following table with values for non-integral
               ages to be determined by interpolation:

                        Attained Age on Date of
                             Commencement                  Percentage
                        ----------------------             ----------
                                  64                          .97
                                  63                          .93
                                  62                          .88
                                  61                          .82
                                  60                          .75
                                  59                          .68
                                  58                          .61
                                  57                          .54
                                  56                          .47
                                  55 or younger               .40

        (d)    Such Participating Employee's Other Post-Retirement Benefits;

        (e)    Such Participating Employee's Primary Social Security Benefit,
               multiplied by clauses (b) and (c) above, or the Participating
               Employee's actual Social Security Benefit (or other comparable
               benefits), if so provided by the Participating Employee;

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        (f)    Such Participating Employee's monthly pension, if any, reduced
               (if applicable) for early commencement, which is not payable to
               him from the Retirement Plan because of the maximum limitations
               on pension amounts imposed by Section 415 of the Code.

Section 3 - Upon Death Before Retirement

If a Participating Employee is married, and has accumulated at least five (5)
Years of Service when he ceases to be an Employee due to his death, his
Surviving Spouse shall receive from the Corporation, no later than the thirtieth
(30th) day of the month immediately succeeding the month of his death, a single
lump sum payment which shall be the Actuarial Equivalent of a monthly payment,
commencing with such succeeding month and continuing for the lifetime of such
Surviving Spouse, in an amount equal to the product of the amounts determined in
the below clauses (a), (b), (c) and (d), with such result reduced by the amounts
in the below clauses (e) and (f).

      (a)      The monthly payment that the Participating Employee would have
               received computed under the below (i) and (ii), if he had
               remained an Employee (with no change in his Average Monthly
               Earnings) until, and if he had retired on, his sixty-fifth (65th)
               birthday:

               (i)      four percent (4%) of his Average Monthly Earnings,
                        multiplied by the number, not in excess of ten (10), of
                        his Years of Service, plus

               (ii)     one percent (1%) of his Average Monthly Earnings,
                        multiplied by the number of his Years of Service
                        accumulated after his first ten (10) Years of Service
                        (to a maximum of 20% of such Average Monthly Earnings),

      (b)      A fraction

               (i)      the numerator of which is the number of his Years of
                        Service, and

               (ii)     the denominator of which is the number of Years of
                        Service he would have accumulated if he had remained an
                        Employee until his sixty-fifth (65th) birthday,

      (c)      Fifty percent (50%), minus one percent (1%) for each full year by
               which the age of the Surviving Spouse is more than five (5) years
               lower than that of the Participating Employee,

      (d)      The percentage specified in clause (c) of Section 2 for the
               Participating Employee's age at the time of his death,

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      (e)      The Participating Employee's Other Post-Retirement Benefits,

      (f)      The Participating Employee's Primary Social Security Benefit,
               multiplied by clauses (b), (c), and (d) above.

Section 4 - Upon Death After Termination of Employment

If a Participating Employee described in Section 2 of this Article IV is married
when he dies after the termination of his employment but before his receipt of
the lump sum payment to which he is entitled under said Section, his Surviving
Spouse shall receive from the Corporation, no later than the thirtieth (30th)
day of the month immediately following the month of his death, a single lump sum
payment which shall be the Actuarial Equivalent of the single lump sum payment
that such Participating Employee would have received if the month that he
designated for purposes of said Section 2 had been the later of the month of his
death and the month of his fifty-fifth (55th) birthday and if he had survived
through such month, reduced by fifty percent (50%), minus one percent (1%) for
each year by which the age of the Surviving Spouse is more than five (5) years
lower than that of the Participating Employee.

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                                    ARTICLE V

                           FORFEITURES AND LIMITATIONS

Section 1 - Forfeiture of Benefits

If the Committee determines that any Participating Employee (or any recipient of
a benefit under the Program who had been a Participating Employee) has, while or
at any time after he ceased to be an Employee, directly or indirectly engaged in
any occupation in competition with, or has wrongfully disclosed trade secrets of
or confidential information relating to, or has intentionally done any act
materially harmful to the interests of, the Corporation or any Subsidiary
Company, the Committee may in its sole discretion terminate or annul the payment
of such benefit.

Section 2 - Inalienability of Benefits

No sale, transfer, anticipation, assignment, pledge or encumbrance of any kind,
at law or in equity, of any benefit under this Program shall be permitted or
recognized under any circumstances, and no benefit under this Program shall be
subject to attachment or other legal process.

Section 3 - Other Limitations

No benefit payable under the Program shall give rise to any offset or shall be
included in any reduction pursuant to Article III or any other provision of the
Retirement Plan or have any similar effect on any other benefit payable under
any other private benefit plan to which the Corporation or any Subsidiary
Company shall have contributed. Otherwise, the Committee may from time to time
determine whether the total benefits payable to any individual under the Program
and all other private benefit plans to which the Corporation or any Subsidiary
Company shall have contributed shall be subject to any limitation as to amount
other than as provided elsewhere in the Program and/or in such other private
plans, and, if so, shall determine the amount of such limitation.

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Section 4 - Minimum Benefit

For any Participating Employee, the portion of his benefit payable under Section
1 or 2 of Article IV which is attributable to his Years of Service and Average
Monthly Earnings through December 31, 1993 shall not be less than a minimum,
which shall be deemed fixed as of December 31, 1993 and shall be calculated on
the basis of (x) a Primary Social Security Benefit determined for a retirement
occurring December 31, 1993, but increased by five percent (5%) per annum for
each whole calendar year between December 31, 1993 and the actual date of
retirement and (y) an ESOP offset determined as of December 31, 1993 and
increased by twenty percent (20%) per annum for each whole calendar year between
December 31, 1993 and the actual date of retirement. This provision shall not
apply, however, to calculation of the Actuarial Equivalent of the portion of a
Participating Employee's benefit under Section 1 or 2 of Article VI attributable
to Years of Service and Average Monthly Earnings through December 31, 1993.

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