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                                                                     Ex10 (viii)

                              ANNUAL INCENTIVE PLAN

                   (As Amended and Restated as of May 4, 2000)



ARTICLE I.        PURPOSE

         The purpose of the Annual Incentive Plan (hereinafter referred to as
the "Plan") is to further the achievement of the corporate financial goals of
American Standard Companies Inc. (sometimes hereinafter referred to as the
"Corporation") by providing bonus awards to key executives which reward the
executive in relation to the performance of the Corporation and its operating
units and to his individual contribution thereto.

ARTICLE II.       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 American Standard Companies Inc. ("ASCI")
         representing 15% or more of the combined voting power of ASCI's
         then-outstanding securities (a "15% Beneficial Owner"); provided,
         however, that (a) the term "15% Beneficial Owner" shall not include any
         Beneficial Owner who has crossed such 15% threshold solely as a result
         of an acquisition of securities directly from ASCI, or solely as a
         result of an acquisition by ASCI of ASCI's securities, until such time
         thereafter as such person acquires additional voting securities other
         than directly from ASCI 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 ASCI's



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         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 ASCI'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 ASCI together with those
         individuals who first become directors during such period (other than
         by reason of an agreement with ASCI or the Board of Directors of ASCI
         in settlement of a proxy contest for the election of directors) and
         whose election or nomination for election to the Board of Directors of
         ASCI 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 ASCI;

         (iii) the shareholders of ASCI approve a merger, consolidation,
         recapitalization or reorganization of ASCI, or a reverse stock split of
         any class of voting securities of ASCI, 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 ASCI 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 ASCI 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
         ASCI or of such surviving entity or of any subsidiary of ASCI or such
         surviving entity and (b) voting securities beneficially owned by such
         persons who receive them other than as holders of voting securities of
         ASCI 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 ASCI approve a plan of complete liquidation or
         dissolution of ASCI or an agreement for the sale or disposition of all
         or substantially all the assets of ASCI 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 Management Development and Nominating
         Committee of ASCI (the " Committee") 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
                  Committee determine that the exception set


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

         (2)      Unless a majority of the Continuing Directors and of the
                  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 ASCI 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
                  ASCI, provided that, immediately following such acquisition,
                  the Continuing Directors constitute a majority of the Board of
                  Directors of ASCI, 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 of Directors of ASCI or of
                  such other board of directors.



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                  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 participating
         employee (a "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 ASCI.

                  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


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         underwriting until the expiration of forty days after the date of such
         acquisition.



ARTICLE III.      ADMINISTRATION

         The Plan shall be administered by a Committee of the Board of Directors
of the Corporation (hereinafter referred to as the " Committee") appointed by
the Board, no member of which Committee shall be eligible to participate in the
Plan. The Committee shall interpret the Plan, establish administrative rules and
take any other action necessary to the proper operation of the Plan, which
action shall, prior to a Change of Control, be final and binding upon all
Participants.

ARTICLE IV.       ELIGIBILITY FOR PARTICIPATION

         Any key employee of the Corporation or a subsidiary or affiliated
company acting in a managerial, administrative or professional capacity shall be
eligible to participate in the Plan.

ARTICLE V.        OPERATION

         (1) Management shall select from eligible employees those who
participate in the Plan each year ("plan year") and assign a tentative "target
award" to each Participant. For all years after 1988, designation of
Participants and the assignment of target awards shall be made before the
beginning of a plan year or as soon thereafter as practicable, but Management
shall have the right to designate additional Participants and assign them target
awards at any time. Target awards assigned to Participants in 1988 under the
"Predecessor Plan" (as hereinafter defined) shall be deemed to constitute the
target awards under the Plan for 1988 and are adopted for such purpose.


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         (2) Following the end of a plan year, the aggregate of the target
awards for such plan year will be modified by the Committee based on the
Corporation's overall performance. Each target award will then be adjusted based
on the performance of the group or other unit in which the individual worked and
the extent to which the individual met the personal objectives set for him. The
final payments shall be as approved by the Committee or the Board of Directors
of the Corporation. As adjusted, a final cash payment may be more or less than
the original target award.

         (3) A Participant will forfeit his right to any cash payment if his
employment with the Corporation is terminated for any reason prior to the end of
a plan year; provided, however, that if such employee dies or retires (within
the meaning of the retirement plan of the Participant's employer), or if the
Committee decides it is not in the best interest of the Corporation to have a
terminating employee forfeit such payment, such employee, or in the case of the
employee's death his designated beneficiary, legal representatives or
distributees, shall receive after the end of the plan year a pro rata portion of
any cash payment that would otherwise have been paid to him had he remained an
employee for the full year, based on the length of his actual service with the
Corporation during such plan year.

          (4) Notwithstanding any other provision of this Plan, in the event of
a Change of Control, the plan year shall terminate, all targets used in
determining each Participant's target award shall be deemed to have been
achieved and each Participant shall receive, within ten (10) days of such Change
of Control, his entire target award.

         (5) In the event the total amount authorized by the Board of Directors
of the Corporation to be distributed to Participants for any year is
insufficient to fully satisfy cash awards otherwise payable under the Plan, such
awards shall be equitably


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reduced by the Committee to reflect such insufficiency.

ARTICLE VI.       NON-ASSIGNABILITY OF PLAN RIGHTS

         Any assignment or transfer by any Participant of any right or interest
or entitlement under this Plan, without the written consent of the Corporation,
shall be null and void.

ARTICLE VII.      GENERAL PROVISIONS

         (1) Nothing contained herein shall require the Corporation to segregate
any money from its general funds, or to create any trusts, or to make any
special deposits in connection with any awards granted or payments to be made to
any Participant for any year.

         (2) Participation in the Plan shall not affect the Corporation's right
to discharge a Participant.

         (3) Payments under the Plan shall be included as compensation for the
purposes of computing employee benefits.

         (4) The Board of Directors of the Corporation may suspend, terminate or
amend the Plan at any time; however, no such action of the Board of Directors of
the Corporation shall diminish, reduce, alter, or impair a Participant's rights
with respect to any target award assigned to him before the date of such
suspension, termination or amendment of the Plan without the consent of such
Participant.

         (5) The Plan supersedes all previous Annual Incentive Plans of the
Corporation, including the Annual Plan of the American Standard Incentive
Program adopted in 1975, as thereafter amended (the "Predecessor Plan").



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