**Exhibit 10.12**
**TRUST AGREEMENT FOR AMERICAN STANDARD COMPANIES INC.**
**LONG-TERM INCENTIVE COMPENSATION PLAN AND**
**AMERICAN STANDARD COMPANIES INC.**
**SUPPLEMENTAL INCENTIVE COMPENSATION PLAN**
(As Amended and Restated in its Entirety As of February 3, 2005)
     This Trust Agreement dated as of January 1, 1993, and amended and restated in its entirety asof February 3, 2005, by and between American Standard Companies Inc., a Delaware corporation, andEdward A. Schlesinger, as Trustee, provides, on the terms and conditions set forth below, for theestablishment and administration of a trust to hold shares of Common Stock issued as payouts underthe American Standard Companies Inc. Long -Term Incentive Compensation Plan and the AmericanStandard Companies Inc. Supplemental Incentive Compensation Plan.
     1. Definitions.
     For purposes of this Trust Agreement, the following definitions shall apply:
     1.1. Beneficiary means any one person or trust appointed by a Participant in anunrevoked writing filed with the Company directing that, in the event of such Participant’s death,all of such Participant’s rights under and interests in the Plan, as recorded pursuant to thisTrust, shall vest in such person or trust, provided that a Participant’s Beneficiary shallbe deemed to be the estate or legal representative of such Participant if such written appointmentis revoked and not replaced by another such written appointment filed with the Company, or if aParticipant’s Beneficiary does not survive such Participant.
     1.2 “Beneficial Owner” means any “person”, as such term is used in Section 13(d) of the Act,who, directly or indirectly, has or shares the right to vote or dispose of such securities orotherwise has “beneficial ownership” of such securities (within the meaning of Rule 13d-3 and
 

 

Rule 13d-5 under the Act), including pursuant to any agreement, arrangement or understanding(whether or not in writing).
     1.3. Board means the Board of Directors of the Company.
     1.4. Cash Value means the value of the Shares credited to a Participant’s Share AwardAccount, which shall be determined as follows: if the Shares in the Participant’s Share AwardAccount
 (A) are retained in the Trust or sold to the Company or a Subsidiary, based on theFair Market Value as of the last day of the month in which the Participant’sTermination Date occurs or
 (B) are sold to any person other than the Company or a Subsidiary to effect adistribution in cash, the net proceeds of any such sale; provided that, anysale by the Trustee to effect a distribution hereunder shall be effected as of the lastday of the month in which the Participant’s Termination Date occurs.
     1.5. Change of Control means the occurrence of any of the following events:
     (i) any “person”, as such term is used in Section 13(d) of the Act (other thanthe Company, any Subsidiary or any employee benefit plan maintained by the Company orany Subsidiary (or any trustee or other fiduciary thereof)) is or becomes theBeneficial Owner, directly or indirectly, of securities of the Company representing20% or more of the combined voting power of the Company’s then-outstandingsecurities, provided, however, that an acquisition of securities of the Companyrepresenting less than 25% of the combined voting power shall not constitute a Changeof Control if, prior to meeting the 20% threshold, the members of the Board who arenot employees of the Company or a Subsidiary unanimously adopt a resolutionconsenting to such acquisition by such Beneficial Owners;
     (ii) during any consecutive 24-month period, individuals who at the beginning ofsuch period constitute the Board, together with those individuals who first becomedirectors during such period (other than by reason of an agreement with the Companyor the Board in settlement of a proxy contest for the election of directors) andwhose election or nomination for election to the Board was approved by a vote of atleast two-thirds of the directors then still in office who either were directors atthe beginning of the period or whose election or nomination for election
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was previously so approved (the “Continuing Directors”), cease for any reason toconstitute a majority of the Board;
     (iii) the consummation of any merger, consolidation, recapitalization orreorganization involving the Company, other than any such transaction immediatelyfollowing which the persons who were the Beneficial Owners of the outstanding votingsecurities of the Company immediately prior to such transaction are the BeneficialOwners of at least 55% of the total voting power represented by the voting securitiesof the entity surviving such transaction or the ultimate parent of such entity insubstantially the same relative proportions as their ownership of the Company’svoting securities immediately prior to such transaction; providedthat, such continuity of ownership (and preservation of relative votingpower) shall be deemed to be satisfied if the failure to meet such threshold (or topreserve such relative voting power) is due solely to the acquisition of votingsecurities by an employee benefit plan of the Company, such surviving entity, anySubsidiary or any subsidiary of such surviving entity;
     (iv) the sale of substantially all of the assets of the Company to any personother than any Subsidiary or any entity in which the Beneficial Owners of theoutstanding voting securities of the Company immediately prior to such sale are theBeneficial Owners of at least 55% of the total voting power represented by the votingsecurities of such entity or the ultimate parent of such entity in substantially thesame relative proportions as their ownership of the Company’s voting securitiesimmediately prior to such transaction; or
     (v) the shareholders of the Company approve a plan of complete liquidation ordissolution of the Company.
     1.5. Committee means the Management Development and Nominating Committee, or suchother committee appointed by the Board, consisting of three or more persons who may or may not bedirectors or officers of the Company, to administer this Trust Agreement.
     1.6. Change of Control Stock Value means the value of a share of Common Stockdetermined as follows:
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     (i) if the Change of Control results from an event described in clause (iii) of theChange of Control definition, the highest per share price paid for shares of Common Stock ofthe Company in the transaction resulting in the Change of Control; or
     (ii) if the Change of Control results from an event described in clauses (i), (ii) (iv)or (v) of the Change of Control definition and no event described in clause (iii) of theChange of Control definition has occurred in connection with such Change of Control, thehighest sale price of a share of Common Stock of the Company on any trading day during the60 consecutive trading days immediately preceding and following the date of such Change ofControl as reported on the New York Stock Exchange Composite Tape, or other nationalsecurities exchange on which the Common Stock is traded, and published in The WallStreet Journal
     1.7. Common Stock means the common stock, par value $0.01 per share, of the Company.
     1.8. Company means American Standard Companies Inc., a Delaware corporation.
     1.9. Creditor means a general creditor of the Company or a Subsidiary, asappropriate, and Judgment Creditor means a Creditor who has obtained a judgment againstthe Company or a Subsidiary, as appropriate, from a court of competent jurisdiction and who hasmade written demand to the Company or such Subsidiary for payment on such judgment which has goneunsatisfied for at least 180 days.
     1.10. Fair Market Value on any date means the closing price of a Share on such date asreported on the New York Stock Exchange consolidated reporting system.
     1.11 Insolvent means the inability to pay debts as they mature or being subject toproceedings as a debtor under the United States Bankruptcy Code, and Insolvency means thestate of being insolvent.
     1.12. Participant means an employee of the Company or one of its Subsidiaries whoparticipates in the Plan.
     1.13. Plan means either the American Standard Companies Inc. Long -Term IncentiveCompensation Plan or the American Standard Companies Inc. Supplemental Incentive Plan, as either isin effect from time to time.
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     1.14. Plan Payout means a payment made pursuant to Section 5(a) of the AmericanStandard Companies Inc. Long -Term Incentive Compensation Plan or pursuant to the payout provisionsof the American Standard Companies Inc. Supplemental Incentive Compensation Plan.
     1.15. Prime Rate means the rate of interest publicly announced from time to time bythe New York City office of Citibank N.A. as its prime or reference rate, adjusted as of the firstbusiness day of each calendar quarter.
     1.16. Share means a share of Common Stock.
     1.17. Share Award Account means a separate account established under the Trust withrespect to which the Participant’s interests under the Plan are credited.
     1.18. Subsidiary means a corporation in which the Company owns, directly orindirectly, more than 50% of the voting power represented by stock entitled to vote for theelection of directors, or a partnership in which the Company owns, directly or indirectly, at least50% of the capital or profits interests in such partnership.
     1.19. Original Restatement Date means February 3, 1995.
     1.20. Termination Date of a Participant means the date on which such Participant’semployment with the Company and each of its Subsidiaries terminates for any reason, includingdeath.
     1.21. Trust means the trust fund established under this Trust Agreement.
     1.22.Trustee means Edward A. Schlesinger or such successor trustee as shall be appointedby the Committee pursuant to Section 19 hereof.
2. Establishment and Duration of Trust; Trustees Powers.
     The Trust is hereby established under the Plan to fulfill certain obligations thereunder ofthe Company and the Company’s Subsidiaries to Participants. The Company and the Subsidiaries shallremain primarily responsible to fulfill payment obligations under the Plans, and may make paymentsdirectly to Participants as they become due. Such employers shall notify the Trustee of anydecisions to pay benefits directly. To the extent payments are made from the Trust, the employer’sliability to make payments shall be reduced correspondingly. The Trust shall continue in effectuntil terminated by action of the Board; provided that the Trust shall in any event terminate whenall amounts owed to Participants have been paid or the Trust has beenexhausted.
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The Trust is intended to be a grantor trust within the meaning of Sections 671through 679 of the Internal Revenue Code of 1986, as needed (the “Code”).
     The Trustee shall invest and reinvest the assets of the Trust without distinction betweenprincipal and income; provided, however, that the Trustee shall hold in the Trust all Shares thatit receives, and the Trustee shall distribute such Shares to the Participants (or to theirBeneficiaries) entitled to such distributions when and as directed by the Committee in accordancewith the terms of the Plan. The Committee shall direct the investment of any cash contributionsto the Trust in its discretion. Any dividends on the Company’s Common Stock paid to the Trust,other than a dividend payable in the form of Shares, shall be invested in Common Stock by theTrustee as instructed by the Treasurer of the Company. Pending investment of any such cashcontributions, the Trustee may temporarily invest and reinvest such contributions in any marketableshort- and medium-term fixed income securities, United States Treasury Bills, other short- andmedium-term government obligations, commercial paper, other money market instruments and partinterests in any one or more of the foregoing, or may maintain cash balances consistent with theliquidity needs of the Trust as determined by the Trustee. The Committee may direct the Trusteeto maintain separate investment funds, allocate contributions among such funds, and make transfersamong such funds.
     Subject to the provisions hereof, the Trustee shall be authorized and empowered to exerciseany and all of the following rights, powers and privileges with respect to any cash, securities orother properties held by the Trustee in trust hereunder:
     1. To sell, exchange, mortgage or lease any such property and to convey, transfer or disposeof any such property on such terms and conditions as the Trustee deems appropriate.
     2. To grant options for the sale, transfer, exchange or disposal of any such property and toexercise any subscription rights or conversion privileges with respect to any securities held inthe Trust Fund.
     3. To exercise all voting rights pertaining to any securities; to consent to or request anyaction on the part of the issuer of any such securities; and to give general or special proxies orpowers of attorney with or without power of substitution.
     4. To collect and receive any and all money and other property of whatsoever kind or naturedue or owing or belonging to the Trust Fund and to give full discharge and acquaintance
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therefor; and to extend the time of payment of any obligation at any time owing to the TrustFund, as long as such extension is for a reasonable period and continues reasonable interest.
     5. To cause any securities or other property to be registered in, or transferred to, theindividual name of the Trustee or in the name of one or more of its nominees, or one or morenominees of any system for the centralized handling of securities, or to retain such investmentsunregistered and in form permitting transferability by delivery (provided that the books andrecords of the Trust at all times show that all such investments are a part of the Trust Fund).
     6. To settle, compromise or submit to arbitration any claims, debts or damages due or owing toor from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, anyinterest of the Trust requires it; and to represent the Trust in all suits or legal proceedings inany court of law or equity or before any other body or tribunal, insofar as such suits orproceedings relate to any property forming part of the Trust Fund or to the administration of theTrust Fund.
     7. Generally, to do all acts, whether or not expressly authorized, which are necessary orappropriate to carry out the intent of this Trust Agreement.
3. Contribution of Shares to Trust.
     As of the date any Plan Payout authorized under the Plan which consists in whole or in part ofShares is made, the Company shall contribute to the Trust, for credit to the Share Award Accountof each Participant who is granted such a Plan Payout, that number of whole and fractional Shares,valued at their Fair Market Value on such date, equal to the percentage of such Plan Payoutconsisting of Shares.
4. Share Award Accounts.
     Each Participant’s Share Award Account shall record the number of Shares and fractions thereofcredited to such Share Award Account as a Plan Payout and the date as of which each such PlanPayout was made. Whenever a dividend other than a dividend payable in the form of Shares isdeclared with respect to the Company’s Common Stock, the number of Shares credited to aParticipant’s Share Award Account shall be increased by the number of Shares determined by dividing(i) the product of (A) the number of Shares in the Participant’s Share Award Account on the relateddividend record date and (B) the amount of any cash dividend declared by the Company on a share ofCommon Stock (or, in the case of any dividend distributable in property other than Common Stock,the per share value of such dividend, as determined by the Company
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for purposes of income tax reporting) by (ii) the Fair Market Value per Share on the relateddividend payment date.
5. Voting Rights.
     Shares credited to each Participant’s Share Award Account shall be voted by the Trustee asrecommended by the Board on its proxy voting card.
6. Distributions from Trust.
     The Committee may at any time prior to a Change of Control direct that the Shares and anyother property (“Non-Share Interests”) credited to a Participant’s Share Award Account bedistributed from the Trust. If not earlier distributed in accordance with the foregoing sentence,upon the termination of a Participant’s employment prior to a Change of Control, such Participant(or, in the event of his death, his Beneficiary) shall be entitled to a distribution from the Trustof all Shares and Non-Share Interests credited to his Share Award Account; provided that,so long as such direction shall not cause the Company or its Subsidiaries to breach any covenantor otherwise incur a default under any credit or other financing agreement to which it is a party,the Company may direct the Trustee to pay the Participant (or his Beneficiary) the Cash Value ofsuch Shares in lieu of a distribution in Shares. Notwithstanding the foregoing, in the case of anyParticipant whose employment terminated prior to the Original Restatement Date and, as of theOriginal Restatement Date, whose Share Award Account is credited with Shares, such Shares andNon-Share Interests credited to such Account shall be distributed to such Participant as soon asadministratively practicable following the Original Restatement Date, but in any event, no laterthan one year from such Date.
7. Change of Control.
     Upon a Change of Control, each Participant shall be entitled to receive a lump sum cashpayment equal to the sum of (i) the Change of Control Stock Value of all Shares credited to hisShare Award Account and (ii) the value of any Non-Share Interests credited to his Share AwardAccount (unless within one (1) business day following such a Change of Control, such Participanthas delivered written notice to the Trustee pursuant to Section 10 hereof requesting a distributionfrom the Trust of all Shares and/or Non-Share Interests credited to such Participant’s Share AwardAccount in the event of a Change of Control, in lieu of a cash payment equal to the Change ofControl Stock Value of such Shares and/or the value of Non-Share Interests, in which case suchParticipant shall be entitled to receive a distribution of all Shares and/or Non-ShareInterests
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credited to such Participant’s Share Award Account) as soon as practicable. Upon aChange of Control, the Trustee shall determine as promptly as practicable the Change of ControlStock Value of the Shares in the Trust and shall promptly thereafter deliver a written notice (the“Trustee Notice”) to the Company setting forth such Change of Control Stock Value and the manner ofits determination and requesting that the Company purchase all Shares in the Trust (except forShares credited to Participants’ Share Award Accounts as to which Participants have requested adistribution in the event of a Change of Control in lieu of a cash payment equal to the Change ofControl Value therefor). A copy of such Trustee Notice shall be sent to each Participant.Following the receipt of the Trustee Notice, the Company shall, within three (3) business daysfollowing the Company’s receipt of such Trustee Notice, make a cash payment to the Trustee equal tothe Change of Control Stock Value of such Shares against delivery of such Shares by the Trustee tothe Company. In the event that the Company shall not have made such cash payment to the Trusteewithin such (3) business day period, interest on the amount owing to the Trustee will accrue at arate per annum equal to the Prime Rate plus 4% and shall be compounded monthly until paid. Upon aChange of Control, the Trustee shall sell as promptly as practicable the Non-Share Interests (otherthan cash) of the Trust (except for such Non-Share Interests credited to Participants’ Share AwardAccounts as to which Participants have requested a distribution in-kind in the event of a Change ofControl in lieu of a cash payment equal to the value therefor). Upon receipt by the Trustee of (i)the cash payment from the Company for the Shares and (ii) the proceeds from the sale of theNon-Share Interests (other than cash), the Trustee shall make to each Participant the lump-sum cashpayment contemplated by the first sentence of this Section 7 with interest, if any, accruedpursuant to this Section 7, plus a cash payment equal to the cash, if any, credited to suchParticipant’s Share Award Account. For purposes of this Section 7, the Trustee’s determination ofthe Change of Control Stock Value of a Participant in the Trust shall be binding and conclusive.
8. Issuance of Share Certificates.
     If a Participant (or, in the event of his death, his Beneficiary) receives a distribution ofShares pursuant to Section 6 or 7, the Trustee shall deliver to such Participant or Beneficiary acertificate or certificates evidencing the Shares credited to such Participant’s Share AwardAccount, as soon as administratively practicable after the Participant’s Termination Date or aChange of Control, as the case may be.
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9. Changes in Capital Structure.
     In the event of the payment of any dividend payable in, or the making of any distribution of,Shares to holders of record of Shares during the period any Shares awarded under the Plan arecredited to a Participant’s Share Award Account; or in the event of any stock split, combination ofShares, recapitalization or other similar change in the authorized capital stock of the Companyduring such period; or in the event of the merger or consolidation of the Company into or with anyother corporation or the reorganization, dissolution or liquidation of the Company during suchperiod; there shall be credited to such Participant’s Share Award Account such new, additional orother shares of capital stock of any class, or other property (including cash), as such Participantwould be entitled to receive as a matter of law if such Participant were a shareholder of theCompany at the time of such event.
10. Administration.
     This Trust Agreement shall be administered by the Committee, which shall have full power andauthority (to the extent not inconsistent with the terms and purposes of the Plan and this TrustAgreement) prior to a Change of Control to interpret and carry out the terms of, and to establish,amend or rescind rules and regulations relating to, this Trust Agreement; to appoint a recordkeeperfor this Trust Agreement and to rescind any such appointment; and to take such other actions and tomake such other determinations relating to this Trust Agreement as may be necessary or advisable inconnection with the Plan. The Board or the Committee may, by resolution or written direction,delegate to any agent or agents it shall appoint, including any officer or employee of the Company,the authority to exercise any of its administrative duties and responsibilities hereunder.
     All forms required to be filed hereunder and all other communications with respect heretoshall be addressed to the Committee, the Company or the Trustee, as the case may be, in care ofthe Secretary, American Standard Companies Inc., One Centennial Avenue, Piscataway, New Jersey,088556820, or to such other address as the Committee, the Company or the Trustee, as the case maybe, may designate from time to time.
11. Trust Subject to Creditor Claims.
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     Notwithstanding any other provision of this Trust Agreement or the Plan, the Trustee shallhold the assets of the Trust for the benefit of Creditors to the extent provided in Sections 12 and13 hereof. No Participant or Beneficiary shall have any rights greater than the rights of anyother unsecured Creditor, and no Participant or Beneficiary shall have any right against orsecurity interest in the Trust. The Chief Executive Officer or Chief Financial Officer of theCompany or each Subsidiary shall have the duty to inform the Trustee in writing of the Insolvencyof the Company or any such Subsidiary, as the case may be.
12. Effects of Insolvency.
     Upon receipt prior to a Change of Control of any written allegation of the Insolvency of theCompany or any Subsidiary which has an interest in the Trust, the Trustee shall suspend the makingof any distribution from the Trust and shall immediately notify the Company and any affectedSubsidiary in writing of such allegation. Within 30 days of receipt of such an allegation, theTrustee shall determine whether the Company or the relevant Subsidiary is Insolvent. If the Trusteedetermines the Company or the relevant Subsidiary to be Insolvent, or if the Trustee otherwise hasactual knowledge that the Company or the relevant Subsidiary is Insolvent, the Trustee shall ceasemaking distributions hereunder and shall hold the portion of the Trust held for the benefit of suchentity for the benefit of its Creditors until otherwise instructed by a court of competentjurisdiction. If the Trustee determines that the Company or the relevant Subsidiary is notInsolvent, the Trustee shall resume making appropriate distributions from the Trust to Participantsand Beneficiaries in accordance with this Agreement. Notwithstanding the foregoing, if the Board,the Chief Executive Officer or the Chief Financial Officer of the Company or the relevantSubsidiary delivers to the Trustee a sworn statement that the Company or such Subsidiary isInsolvent, the Trustee shall make distributions from the portion of the Trust held for the benefitof such entity only as directed by a court of competent jurisdiction, until such time as theTrustee determines that the Company or the relevant Subsidiary, as the case may be, is notInsolvent.
13. Judgment Creditor Claims.
     In addition to the rights of Creditors set forth in Section 12 hereof, and notwithstanding anyother provision of this Trust Agreement, the assets of the Trust shall at all times prior to aChange of Control be available to satisfy claims of Judgment Creditors. Upon receipt by theTrustee of proof satisfactory to the Trustee that a Creditor is a Judgment Creditor, the Trustee shall satisfy
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the claim of such Judgment Creditor, to the extent possible, from the assets of theTrust, and the Trustee shall be fully indemnified hereunder in satisfying such claim.
14. Distributions Due to Certain Tax Consequences.
     Notwithstanding any provision of this Trust Agreement other than Sections 12 and 13 hereof, ifa Participant (or Beneficiary) is determined to be subject to United States federal income tax onany portion of his interest in the Trust prior to the time of distribution of such interest thatportion of such interest shall be distributed by the Trustee to such Participant or Beneficiary. Aportion of a Participant’s (or Beneficiary’s) interest in the Trust shall be determined to besubject to United States federal income tax upon the earliest of (i) receipt by theParticipant (or Beneficiary) of a notice of deficiency from the United States Internal RevenueService with respect to such interest which is not contested by such Participant (or Beneficiary);(ii) execution of a closing agreement between the Participant (or Beneficiary) and theInternal Revenue Service which provides that such interest is includible in the Participant’s (orBeneficiary’s) gross income; and (iii) a final determination by the United States Tax Courtor any other federal court which holds that such interest is includible in the Participant’s (orBeneficiary’s) gross income.
     15. Reports and Records.
     The Trustee shall:
     15.1. keep accurate and detailed accounts of all investments, receipts, disbursements andother transactions in the Trust as he shall deem necessary and proper with respect to hisadministration of the Trust, and permit inspection of such accounts, records and assets of theTrust by any duly authorized representative of the Company at any time during usual businesshours;
     15.2. make such periodic reports to the Company as it shall reasonably request;
     15.3. prepare and timely file such tax returns and other reports, together with supportingdata and schedules, as may be required of the Trustee by law, with any taxing authority or anyother government authority, whether local, state or federal.
16. Taxes.
     The Company and each participating Subsidiary agree that their respective share of all income,deductions and credits of the Trust belong to them as owners for income tax purposes and shall, asappropriate, be included on their tax returns. The Company or a Subsidiary of the
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Company shall from time to time pay taxes (references in this Trust Agreement to the payment oftaxes shall include interest and applicable penalties) of any and all kinds whatsoever which at anytime are lawfully levied or assessed upon or become payable in respect of the Trust, the income orany property forming a part thereof, or any security transaction pertaining thereto. Any amountsdistributed from the Trust shall be reduced by the amount of any withholding taxes required by law,and the Trustee shall have the responsibility to withhold and pay such amounts to the appropriategovernmental authorities. The Trustee shall inform the Company in writing of all amounts withheldand of all distributions hereunder to a Participant or Beneficiary. The Trustee shall be entitledto satisfy such withholding tax obligations and payments to a Participant or Beneficiary byretaining an appropriate number of Shares and selling such Shares.
17. For the Benefit of the Trustee.
     17.1. Expenses of the Trustee. The Company shall reimburse the Trustee for anyexpenses incurred by the Trustee including, but not limited to, all proper charges anddisbursements of the Trustee, and reasonable fees for legal services rendered to the Trustee(whether or not rendered in connection with a judicial or administrative proceeding). TheTrustee’s entitlement to reimbursement hereunder shall not be affected by the resignation orremoval of the Trustee or by the termination of the Trust.
     17.2. Indemnification of Trustee. The Company shall indemnify, defend and hold theTrustee harmless from and against any claim, liability, cost or expense (including reasonableattorneys’ fees) asserted against, imposed on or suffered or incurred by the Trustee in thegood-faith carrying out of his duties and responsibilities hereunder and in his good-faithcompliance with any written instructions delivered to him by the Company with respect thereto.
18. Resignation and Removal of Trustee.
     The Trustee may be removed by the Committee at any time with the approval of Participantswhose Share Award Accounts comprise 75% or more of the Shares held by the Trust. The Trustee mayresign at any time upon notice in writing to the Company .
19. Successor Trustee.
     Upon the removal or resignation of the Trustee, the Committee may designate a successorTrustee to act hereunder, which shall have the same powers and duties as those conferred upon
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the Trustee. Upon such designation, and upon the written acceptance of thesuccessor Trustee, the former Trustee shall, if necessary, assign, transfer and pay over to suchsuccessor Trustee the assets then constituting the Trust. A successor Trustee shall have all therights and powers under this Trust Agreement as an original Trustee.
20. Amendment of Trust.
     All contributions made by the Company or any Subsidiary shall be irrevocable unless thebenefits payable hereunder have been otherwise paid to the Participants by the Company or aSubsidiary; provided that, the Company may amend, in whole or in part, any or all of theprovisions of this Trust Agreement, provided that no such amendment may affect the rights,protections, duties or responsibilities of the Trustee without his consent and, provided further,that no such amendment may (a) permit any part of the corpus or income of the Trust to be returnedor diverted to the Company or (b) diminish, reduce, alter, or impair any Participant’s Share AwardAccount without such Participant’s consent.
21. No Right of Alienation or Employment.
     Except as required in Sections 11 through 13 hereof, at no time prior to the satisfaction ofall liabilities with respect to Participants and their Beneficiaries shall any part of the corpusand/or income of the Trust be used for, or diverted to purposes other than for the exclusivepurpose of providing benefits to Participants and their Beneficiary. No Participant or Beneficiaryshall have any right or interest in the assets of the Trust which is greater than the rights of anyCreditor. The assets of the Trust shall not be subject to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance or charge. This Trust Agreement does not give anyParticipant a right to continued employment with the Company or any Subsidiary.
22. Headings.
     Section headings in this Trust Agreement are for reference only. In the event of a conflictbetween a heading and the content of a Section, the content of the Section shall control.
23. Construction.
     This Trust Agreement shall be construed and regulated by the laws of the State of New Yorkexcept where such laws are superseded by federal laws.
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24. Successors.
     This Trust Agreement shall be binding upon, and the powers herein granted to the Committee,the Company and the Trustee, respectively, shall be exercisable by, the respective successors andassigns of the Committee, the Company and the Trustee.
25. Separability.
     If any part of this Trust Agreement shall be found to be invalid or unenforceable, suchinvalidity or unenforceability shall not affect the remaining provisions hereof. Such invalid orunenforceable part shall be fully separable and this Trust Agreement shall be construed andenforced as if such part had not been inserted herein.
26. Gender and Number.
     Whenever used herein, the masculine shall be interpreted to include the feminine and neuter,the neuter to include the masculine and feminine, the singular to include the plural and the pluralto include the singular, in each case unless the context requires otherwise.
27. Assignment.
     The benefits payable under this Trust Agreement may not be assigned, alienated, pledged,attached or garnished.
     IN WITNESS WHEREOF, each of the parties hereto has executed or caused to be executed thisTrust Agreement, as amended and restated as of the date and year first written above.    AMERICAN STANDARD COMPANIES INC.         By: Mary Elizabeth Gustafsson    Its: Senior Vice President, General Counsel & Secretary
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    THE TRUSTEE:         Edward A. Schlesinger
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