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                                                                      Ex 10 (vi)

                        AMERICAN STANDARD COMPANIES INC.

                      LONG-TERM INCENTIVE COMPENSATION PLAN

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


Section 1. Definitions

         Whenever used herein, the following terms shall have the meanings set
forth below. Except when otherwise indicated by the context, words in the
masculine gender when used in the Plan shall also indicate the feminine and
neuter genders, the singular shall include the plural, and the plural shall
include the singular.

A.       Award Opportunity or Long-Term Award Opportunity means,

         (i)      with respect to any Performance Period in the case of a
                  Participant who is not a Prior Participant, his Compensation
                  Multiple for such Period, provided that, if such Participant
                  is a Qualified Participant,

                  (a)      his Award Opportunity for each of the 1990 -1992,
                           1991-1993, 1992-1994 and 1993-95 Performance Periods
                           shall not be less than his Total Compensation Level
                           for such Period, and

                  (b)      his Award Opportunity for any Performance Period
                           beginning after December 31, 1992 shall not be less
                           than his Total Compensation Level for the 1992-1994
                           Performance Period;

         (ii)     with respect to any Performance Period beginning before
                  January 1, 1992 in the case of a Prior Participant, his Award
                  opportunity for any such Period shall be his Total
                  Compensation Level for such Period.

B.       Beneficiary means any one person or trust appointed by a Participant in
         an unrevoked writing filed with the Committee directing that, in the
         event of such Participant's death, payments to which such Participant
         shall become entitled hereunder shall be paid to such Beneficiary;
         provided that a Participant's Beneficiary shall be deemed to be the
         estate or legal representative of such Participant if such written
         appointment is revoked



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         and not replaced by another such written appointment filed with the
         Committee, or if the Beneficiary appointed by a Participant fails to
         survive him.

C.       Board means the Board of Directors of the Company

D.       Change of Control means the occurrence of any of the following events:

         (i)      any person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Company representing 15% or
                  more of the combined voting power of the Company's
                  then-outstanding securities (a "15% Beneficial Owner");
                  provided, however, that (a) the term "15% Beneficial Owner"
                  shall not include any Beneficial Owner who has crossed such
                  15% threshold solely as a result of an acquisition of
                  securities directly from the Company, or solely as a result of
                  an acquisition by the Company of the Company's securities,
                  until such time thereafter as such person acquires additional
                  voting securities other than directly from the Company and,
                  after giving effect to such acquisition, such person would
                  constitute a 15% Beneficial Owner; and (b) with respect to any
                  person eligible to file a Schedule 13G pursuant to Rule
                  13d-1(b)(1) under the Act with respect to the Company
                  securities (an "Institutional Investor"), there shall be
                  excluded from the number of securities deemed to be
                  beneficially owned by such person a number of securities
                  representing not more than 10% of the combined voting power of
                  the Company's then-outstanding securities;

         (ii)     during any period of two consecutive years beginning after
                  December 1, 1996, individuals who at the beginning of such
                  period constitute the Board together with those individuals
                  who first become directors during such period (other than by
                  reason of an agreement with the Company or the Board in
                  settlement of a proxy contest for the election of directors)
                  and whose election or nomination for election to the Board was
                  approved by a vote of at least two-thirds of the directors
                  then still in office who either were directors at the
                  beginning of the period or whose election or nomination for
                  election was previously so approved (the "Continuing
                  Directors"), cease for any reason to constitute a majority of
                  the Board;

         (iii)    the shareholders of the Company approve a merger,
                  consolidation, recapitalization or reorganization of the
                  Company, or a reverse stock split of any


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                  class of voting securities of the Company, or the consummation
                  of any such transaction if shareholder approval is not
                  obtained, other than such transaction which would result in at
                  least 75% of the total voting power represented by the voting
                  securities of the Company or the surviving entity outstanding
                  immediately after such transaction being beneficially owned by
                  persons who together owned at least 75% of the combined voting
                  power of the voting securities of the Company outstanding
                  immediately prior to such transaction, with the relative
                  voting power of each such continuing holder compared to the
                  voting power of each other continuing holder not substantially
                  altered as a result of the transaction; provided that, for
                  purposes of this paragraph (iii), (a) such continuity of
                  ownership (and preservation of relative voting power) shall be
                  deemed to be satisfied if the failure to meet such 75%
                  threshold (or to preserve such relative voting power) is due
                  solely to the acquisition of voting securities by an employee
                  benefit plan of the Company or of such surviving entity or of
                  any Subsidiary of the Company or such surviving entity and (b)
                  voting securities beneficially owned by such persons who
                  receive them other than as holders of voting securities of the
                  Company outstanding immediately prior to such transaction
                  shall not be taken into account for purposes of determining
                  whether such 75% threshold (or such relative voting power) is
                  satisfied;

         (iv)     the shareholders of the Company approve a plan of complete
                  liquidation or dissolution of the Company or an agreement for
                  the sale or disposition of all or substantially all the assets
                  of the Company unless following the completion of such
                  liquidation or dissolution, or such sale or disposition, the
                  75% threshold (and relative voting power) requirements set
                  forth in sub-paragraph (iii) above are satisfied; or

         (v)      any other event which the 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 forth
                           in this paragraph (1) shall not


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                           apply, none of the foregoing conditions would have
                           been satisfied but for one or more of the following
                           persons acquiring or otherwise becoming the
                           Beneficial Owner of securities of the Company: (A)
                           any person who has entered into a binding agreement
                           with the Company, which agreement has been approved
                           by two-thirds of the Continuing Directors, limiting
                           the acquisition of additional voting securities by
                           such person, the solicitation of proxies by such
                           person or proposals by such person concerning a
                           business combination with the Company (a "Standstill
                           Agreement"); (B) any employee benefit plan, or
                           trustee or other fiduciary thereof, maintained by the
                           Company or any Subsidiary of the Company; (C) any
                           Subsidiary of the Company; or (D) the Company.

                  (2)      Unless a majority of the Continuing Directors and 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 the Company of or by
                           another entity (whether by the merger or
                           consolidation, the acquisition of stock or assets, or
                           otherwise) in exchange, in whole or in part, for
                           securities of the Company, provided that, immediately
                           following such acquisition, the Continuing Directors
                           constitute a majority of the Board, or a majority of
                           the board of directors of any other surviving entity,
                           and, in either case, no agreement, arrangement or
                           understanding exists at that time which would cause
                           such Continuing Directors to cease thereafter to
                           constitute a majority of the Board or of such other
                           board of directors.

                  Notwithstanding the foregoing, unless otherwise determined by
         a majority of the Continuing Directors, no Change of Control shall be
         deemed to have occurred with respect to a particular Participant if the
         Change of Control results from actions or events in which such
         Participant is involved in a capacity other than solely as an officer,
         employee or director of the Company.

                  For purposes of the foregoing definition of Change of Control,
         the term "Beneficial Owner," with respect to any securities, shall mean
         any person who, directly or indirectly, has or shares the right to vote
         or dispose of such securities or otherwise has "beneficial ownership"
         of such securities (within the meaning of Rule 13d-3 and


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         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.

E.       Committee means the Management Development and Nominating Committee, or
         such other committee appointed by the Board, consisting of three or
         more persons who may or may not be directors or officers of the
         Company.

F.       Company means American Standard Companies Inc., a Delaware corporation.

G.       Compensation Multiple of a Participant (other than a Prior Participant)
         means his Performance Period Compensation Rate, multiplied by 1.7 in
         the case of the Chief Executive Officer, by 1.3 in the case of senior
         officers, and by 1.2 in the case of all other officers.

H.       Employee means any person who is employed by the Company or a
         Subsidiary of the Company on a full-time basis.

I.       Maximum Goal means, with respect to any Performance Period, such
         measure or measures of performance of the Company and Subsidiaries
         relative to and exceeding the Target Goal for such Period as the
         Committee shall select.

J.       Maximum Payout means the percentage of the Award Opportunities for a
         Performance Period specified by the Committee pursuant to Section 4(a)
         as the value of such Award


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         opportunities in the event of attainment of the Maximum Goal for such
         Period.

K.       Minimum Goal means, with respect to any Performance Period, such
         measure or measures of performance of the Company and Subsidiaries
         relative to and below the Target Goal for such Period as the Committee
         shall select.

L.       Minimum Payout means the percentage of the Award Opportunities for a
         Performance Period specified by the Committee pursuant to Section 4(a)
         as the value of such Award opportunities in the event of attainment of
         the Minimum Goal for such Period.

M.       Participant means a duly elected officer of the Company who is also an
         Employee and any officer of any Subsidiary of the Company who is
         designated by the Committee as eligible to participate in the Plan.

N.       Performance Period or Period means a period which shall start at the
         beginning of each calendar year, commencing with the year 1989, and
         which shall extend for the number of consecutive calendar months (which
         shall be no less than 24 and no more than 48) fixed by the Committee
         pursuant to Section 4(a).

O.       Performance Period Compensation Rate of a Participant (other than a
         Prior Participant) for any Performance Period means his average
         annualized compensation rate during such Period, determined by
         multiplying by twelve the result obtained by dividing (x) the aggregate
         of all base salary payments (including contributions pursuant to Sec.
         401(k) and deductions pursuant to Sec. 125 of the Internal Revenue
         Code) received by such Participant during his participation in such
         Performance Period by (y) the number of whole and partial months of
         such Participant's participation in such Performance Period.

P.       Plan means this American Standard Companies Inc. Long-Term Incentive
         Compensation Plan.

Q.       Prior Participant means a former Participant who was not an Employee
         after December 31, 1991.

R.       Qualified Participant means a Participant whose participation in the
         Plan began on or before January 1, 1992 and who was an Employee on that
         date.

S.       Share means a share of the Common Stock, par value $0.01, of the
         Company.

T.       Subsidiary means any corporation a majority of the outstanding voting
         stock or voting


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         power of which is beneficially owned directly or indirectly by the
         corporation in question.

U.       Target Goal means, with respect to any Performance Period, such measure
         or measures of desired performance of the Company and the Subsidiaries
         for such Period as the Committee shall select.

V.       Total Compensation Level of a Qualified or Prior Participant for any
         Performance Period means the product of

         (i)      the percentage assigned by the Company with respect to his
                  salary grade in effect at the beginning of such Period,
                  multiplied by the sum of

         (ii)     the midpoint of such salary grade plus the Annual Incentive
                  Compensation Plan Target Award last assigned to such salary
                  grade before the beginning of such Performance Period.



Section 2. Purpose

         The purpose of this Plan is to provide Participants with the
opportunity to earn financial rewards that are commensurate with the future
success of the Company and the Subsidiaries and are consistent with compensation
opportunities made available to similarly situated executives in similar-sized
organizations.

Section 3. Administration

         The Plan shall be administered by the Committee. In addition to such
functions and responsibilities specifically assigned to the Committee under the
Plan, the Committee shall have the authority, subject to the provisions of the
Plan, to establish, adopt and revise such rules and regulations and to make all
such determinations relating to Plan as it may deem necessary or desirable for
the administration of the Plan. Determinations, interpretations or other actions
made or taken by the Committee shall, prior to a Change of Control, be final,
binding and conclusive for all purposes and upon all persons.

Section 4. Establishment of Performance Periods, Goals and Long-Term Award


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Opportunities

         (a) Performance Periods and Goals. The Committee shall fix the duration
of each Performance Period at the beginning of such Period and shall at that
time establish a Target Goal for such Period. At the same time or at any time
thereafter the Committee may establish either or both of a Minimum Goal and a
Maximum Goal for such Period. If a Minimum Goal is established, the Committee
shall at the same time specify the Minimum Payout for such Minimum Goal, and if
a Maximum Goal is established, the Committee shall at the same time specify the
Maximum Payout for such Maximum Goal.

         (b) Grant of Award Opportunities. At the beginning of each Performance
Period, the Committee shall assign to each Participant an Award Opportunity with
respect to such Period.

         (c) Adjustments. After the beginning of any Performance Period, the
Committee may, in its discretion, modify the Target Goal for such Period and, if
established, the Minimum and Maximum Goals for such Period and the Minimum and
Maximum Payouts with respect thereto, if any such modification is warranted by
material acquisitions, dispositions, changes in accounting practices, changes in
strategy or any other factor or event that, in the judgment of the Committee,
merits such modification.

Section 5. Valuation and Payment of Award Opportunities

         (a) Determination of Award Opportunities Earned. At the end of each
Performance Period, the Committee shall determine the level of actual
performance of the Company and the Subsidiaries during such Period as measured
against the Target Goal and (if established) the Minimum and Maximum Goals for
such Period; provided, however, that such determinations may be made by the
Committee, in its discretion, before the end of such Performance Period if the
Committee determines that any such Goal has been attained before the end of such
Period. Based on such determination of actual performance level, the Committee
shall then value the Award Opportunities for such Performance Period, which
value shall be:

         A.       zero (in which case no payments will be made with respect to
                  such Award Opportunities) if (x) the Minimum Goal for such
                  Performance Period is not achieved or (y) the Target Goal for
                  such Period is not achieved and no Minimum Goal was
                  established for such Period;

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         B.       if a Minimum Goal was established for such Performance Period,
                  a percentage of such Award Opportunities (which shall be no
                  less than the Minimum Payout with respect to such Minimum Goal
                  but no more than 99%) corresponding to the performance level
                  of the Company and the Subsidiaries falling short of the
                  Target Goal but achieving or exceeding such Minimum Goal;

         C.       100% of such Award Opportunities if (x) the Target Goal for
                  such Period is achieved or (y) such Target Goal is exceeded
                  and no Maximum Goal was established for such Period;

         D.       if a Maximum Goal was established for such Performance Period,
                  a percentage of such Award Opportunities (which shall be more
                  than 100% but less than the Maximum Payout with respect to
                  such Maximum Goal) corresponding to the performance level of
                  the Company and the Subsidiaries exceeding the Target Goal but
                  falling short of such Maximum Goal; and

         E.       if the Maximum Goal established for such Performance Period is
                  achieved, the Maximum Payout with respect to such Maximum
                  Goal;

provided, however, notwithstanding any other provision of this Plan or any Award
Opportunity, in the event of a Change of Control, all Performance Periods shall
end, each Participant's Target Goal for each such Performance Period shall be
deemed to have been achieved and each Participant shall receive a payment equal
to 100% of such Participant's Award Opportunity with respect to each such
Performance Period.

As soon as practicable after such performance level determination and Award
Opportunity valuation are made for a Performance Period, each Participant having
an Award Opportunity for such Period shall, subject to Section 5(b) and Section
6, receive a payment equal to the value (if greater than zero) of such Award
Opportunity.

         (b) Elective Deferral. At the request of a Participant, the Committee
may, in its discretion, provide for the deferral of payments due hereunder to
such Participant on such terms and conditions, and subject to such procedures,
as the Committee may establish.

Section 6. Prorations and Forfeitures


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         (a) Death, Disability, Good Reason and Retirement. Except as otherwise
provided in Section 6(c),

                  (i)      if a Participant ceases to be an Employee during any
                           Performance Period due to Disability, death,
                           termination for Good Reason or retirement under any
                           retirement plan of the Company or a Subsidiary of the
                           Company, or

                  (ii)     if an Employee becomes a Participant with respect to
                           any Performance Period after the beginning of such
                           Performance Period,

such Participant or former Participant (or, in the event of the latter's death,
his Beneficiary) shall receive, if and when payments with respect to Award
Opportunities for such Performance Period are made, a payment equal to a
fraction of the value, as determined by the Committee pursuant to Section 5(a),
of such Participant's or former Participant's Award Opportunity (if any) with
respect to such Performance Period. The numerator of such fraction shall be the
number of days that such Participant or former Participant was a Participant
during such Period and the denominator shall be the total number of days in such
Period.

         (b) Other Terminations. If a Participant ceases to be an Employee
during any Performance Period otherwise than due to Disability, death,
termination for Good Reason or retirement under any retirement plan of the
Company or a Subsidiary of the Company, such Participant shall forfeit all
rights to any and all of his Award Opportunities the values of which had not yet
been paid, provided that, except as otherwise provided in Section 6(c), the
Committee, in its discretion, may waive such forfeiture in whole or in part.

         (c) Cause. A Participant who ceases to be an Employee due to
termination for Cause shall forfeit all rights to any and all of his Award
Opportunities, the values of which had not yet been paid, notwithstanding that
such Participant may be eligible to retire under a retirement plan of the
Company or a Subsidiary of the Company.

         (d) Definitions. For purposes of Sections 6(a), (b) and (c), the terms
"Cause," "Good Reason" and "Disability" have the meanings set forth in Annex A
to this Plan.

Section 7. Form of Payments and Withholdings


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         All payments hereunder shall, at the discretion of the Committee, be in
cash, Shares or a combination of such Shares and cash, net of any federal,
state, local or foreign tax and social security withholdings that the Company in
its sole judgment, shall deem appropriate, with any Shares included in any such
payment subject to such terms, conditions and restrictions as shall be adopted
by the Board on the Committee's recommendation.

Section 8. Payments upon a Change of Control

         Notwithstanding any other provision of this Plan or any Award
Opportunity, in the event of a Change of Control, (x) the Company 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) Participant may elect to receive any or all
payments hereunder in cash.

Section 9. Non-Transferability

         None of a Participant's rights or interests (including any amounts
payable) hereunder, may be assigned or pledged, nor may any such right or
interest be transferred except, in the event of a Participant's death, to his
Beneficiary.

Section 10. Beneficiaries

         Any payments due under this Plan to a deceased Participant shall be
paid to his Beneficiary. A Beneficiary appointment may be changed or revoked by
a Participant at any time, provided that the change or revocation is in writing
and filed with the Committee.

Section 11. Rights of Employment

         Participation in the Plan shall not confer upon any Participant any
right to continue to be an officer of the Company or any Subsidiary of the
Company or to continue to


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be an Employee, nor shall Participation in the Plan interfere in any way with
the right of the Company or a Subsidiary of the Company at any time to terminate
a Participant's employment.

Section 12. Expenses

         All expenses of administering the Plan shall be borne by the Company
and shall not be charged to any pension, retirement, profit sharing, group
insurance, or other benefit plan of the Company or a Subsidiary of the Company.

Section 13. Relationship to Other Benefits

         No payment under the Plan shall be taken into account in determining
any payments, benefits, coverage levels or participation rates under any other
incentive compensation plan of the Company , or under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company or any
Subsidiary of the Company.

Section 14. Effective Date; Amendments and Termination; Governing Law

         (a)      The Plan shall become effective upon its adoption by the
Board.

         (b)      The Board, upon recommendation of the 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 with respect to any Award Opportunities assigned to him
before the date of such amendment, suspension, or termination of the Plan
without the consent of such Participant.

         (c)      This Plan and all rights and obligations hereunder shall
be construed in accordance with and governed by the laws of the State of
Delaware, without reference to any principles of conflict of laws.


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                                     ANNEX A

                      LONG-TERM INCENTIVE COMPENSATION PLAN



         "Cause" means a Participant's (A) willful and continued failure
substantially to perform his duties with the Company or any Subsidiary of the
Company (other than any such failure resulting from incapacity due to reasonably
documented physical or mental illness), after a demand for substantial
performance is delivered to such Participant by the Chairman of the Board or
officer of equivalent authority which specifically identifies the manner in
which it is believed that such Participant has not substantially performed his
duties, or (B) the willful engaging by such Participant in illegal misconduct
materially and demonstrably injurious to the Company or any Subsidiary of the
Company or to the trustworthiness or effectiveness of the Participant in the
performance of his duties. For purposes hereof, no act, or failure to act, on
such Participant's part shall be considered "willful" unless done, or omitted to
be done, by him not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company or a Subsidiary of the
Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by
such Participant in good faith and in the best interest of the Company or such
Subsidiary of the Company.

         "Good Reason" means any of the following:

                  (A) an adverse change in a Participant's status or position(s)
         as an executive of the Company, any adverse change in a Participant's
         status or position as an executive of the Company as a result of a
         material diminution in his duties or responsibilities or a relocation
         of a Participant's principal place of employment to a location which is
         at least 50 miles further from such Participant's principal residence
         than his or her current location or the assignment to him of any duties
         or responsibilities which are inconsistent with such status or
         position(s), or any removal of him from or any failure to reappoint or
         reelect him to such position(s) (except in connection with the
         termination of his employment for Cause, Disability or retirement or as
         a result of his death or by him other than for Good Reason);


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                  (B) a reduction by the Company or such Subsidiary of the
         Company in such Participant's base salary;

                  (C) the taking of any action by the Company or such Subsidiary
         of the Company (including the elimination of a plan without providing
         substitutes therefor or the reduction of his awards thereunder) that
         would substantially diminish the aggregate projected value of such
         Participant's awards under the Company's or such Subsidiary of the
         Company's bonus and benefit plans in which he was participating at the
         time of the taking of such action;

                  (D) the taking of any action by the Company or such Subsidiary
         of the Company that would substantially diminish the aggregate value of
         the benefits provided him under the Company's or such Subsidiary of the
         Company's medical, health, accident, disability, life insurance, thrift
         and retirement plans in which he was participating at the time of the
         taking of such action; or

                  (E) any purported termination by the Company of the Company of
         his employment that is not effected for Cause.

Notwithstanding the foregoing, a termination for Good Reason shall not have
occurred

         (i)      if the Participant consented in writing to the event giving
         rise to the "Good Reason", or

         (ii)     with regard to the occurrence of the events described in
         paragraphs (B), (C) or (D) above prior to a Change of Control, if such
         reductions or actions are proportionate to the reductions or actions
         applicable to other employees in similar positions pursuant to a cost
         savings plan.

         "Disability" means a Participant's inability, due to reasonably
documented physical or mental illness, for more than six months to perform his
duties with the Company or a Subsidiary of the Company 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.


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