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                                                               Exhibit 10(viii)


                      THE AMERICAN STANDARD COMPANIES INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                    (AMENDED AND RESTATED AS OF JULY 1, 2002)


                                   SECTION 1.

                           PURPOSE AND EFFECTIVE DATE

     The purpose of the American Standard Companies Inc. Employee Stock Purchase
Plan is to encourage and facilitate stock ownership by Employees by providing a
continued opportunity to purchase Common Stock on attractive terms, generally
through voluntary after-tax payroll deductions. The Company intends that the
Employee Stock Purchase Plan include a Code Section 423 plan (a "423 Plan"),
such that the right to purchase Common Stock granted under the 423 Plan will be
considered an "employee stock purchase plan" as that term is defined in Section
423 of the Code, but the Company makes no undertaking or representation that
such qualification will be maintained. In addition, the Company intends that the
Employee Stock Purchase Plan permit the grant of Options and issuance of Common
Stock which do not qualify under Section 423 of the Code pursuant to rules,
procedures or sub-plans adopted by the Plan Administrator designed to achieve
desired tax or other objectives outside the United States (the "Non-423 Plan").
The term "Plan" used herein applies to both the 423 Plan and the Non-423 Plan
unless otherwise stated. The amended and restated Plan shall become effective as
of July 1, 2002.

                                   SECTION 2.

                                   DEFINITIONS

     2.1. DEFINITIONS. Whenever used herein, the following terms shall have the
respective meanings set forth below:

     a.   "Board" means the Board of Directors of the Company.

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

     c.   "Common Stock" means the common stock, par value $.01 per share, of
          the Company.

     d.   "Company" means American Standard Companies Inc., a Delaware
          corporation.

     e.   "Compensation" means base pay, commissions, short-term incentive


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          compensation and other similar payments, but excludes any portion of
          such amounts which are deferred or are not benefits eligible under the
          plans or policies of an Employee's Employer.

     f.   "Custodian" means Smith Barney Inc. or such other entity appointed by
          the Plan Administrator.

     g.   "Date of Exercise" means the last trading day of each calendar quarter
          during the period commencing on the Effective Date and ending on the
          last day of the term of the Plan.

     h.   "Date of Grant" means the date upon which an Option is granted, as set
          forth in Section 5.3.

     i.   "Employee" means an individual classified as an employee (within the
          meaning of Code Section 3401(c) and the regulations thereunder) by an
          Employer, as reflected on the applicable payroll records for the
          relevant period; Employees shall not include independent contractors,
          leased employees, or employees of a third party under an agency
          agreement.

     j.   "Employer" means the Company or a Subsidiary Corporation whose
          employees are expressly designated by the Plan Administrator as
          eligible to participate in the Plan.

     k.   "Fair Market Value" means, on any date, the closing price of the
          Common Stock as reported on the consolidated tape of the New York
          Stock Exchange (or on such other recognized quotation system on which
          the trading price of the Common Stock are quoted at the relevant time)
          on such date. In the event that there are no Common Stock transactions
          reported on such tape (or such other system) on such date, Fair Market
          Value shall mean the closing price on the immediately preceding date
          on which Common Stock transactions were so reported.

     l.   "Individual Account" means a separate account maintained by the
          Custodian for each participating Employee.

     m.   "Nonqualified Leave" means an unpaid leave of absence that exceeds 90
          days and does not meet the requirements of Treasury Regulation Section
          1.421 7(h)(2). Such Nonqualified Leave shall be deemed to commence on
          the ninety-first day of such unpaid leave of absence.


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     n.   "Option" means an option granted under Section 5 to a participating
          Employee to purchase shares of Common Stock.

     o.   "Option Period" has the meaning set forth in Section 5.3.

     p.   "Option Price" has the meaning set forth in Section 5.7.

     q.   "Payroll Contributions" means an Employee's after-tax contributions of
          Compensation by payroll deduction pursuant to Section 5.5.

     r.   "Plan Administrator" means the Savings Plan Board of the Company or
          its delegate.

     s.   "Plan Year" means a period of twelve months commencing on January 1
          and ending on the next December 31.

     t.   "Subsidiary Corporation" means any present or future corporation (i)
          in which the Company holds, directly or indirectly, at least a 50 %
          ownership interest, and (ii) that is designated as a participant in
          the Plan by the Plan Administrator.

     u.   "Terminating Event" means a participating Employee's termination of
          employment for any reason, including death or retirement, such
          Employee's commencement of Nonqualified Leave, or any other event
          which causes such Employee to no longer meet the requirements of
          Section 4. Whether a Terminating Event has occurred shall be
          determined by the Plan Administrator.


                                   SECTION 3.

                                 ADMINISTRATION

     The Plan shall be administered by the Plan Administrator. The Plan
Administrator shall have plenary authority in its discretion to interpret and
construe any and all provisions of the Plan, to make rules and regulations for
the administration of the Plan (including but not limited to providing special
rules, procedures or sub-plans relating to the operation and administration of
the Plan in non-United States jurisdictions to accommodate the specific
requirements of local laws and procedures), and to make all other determinations
necessary or advisable for administering the Plan; its determinations on the
foregoing shall be final and conclusive. Without limiting the generality of the
foregoing, the Committee is specifically authorized to adopt rules and
procedures regarding handling of payroll deductions, payment of interest,
conversion of local currency, withholding procedures and handling of stock
certificates which


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vary with local requirements. The Plan Administrator may adopt rules, procedures
or sub-plans designed to be outside the scope of Section 423 of the Code. The
rules of such sub-plans may take precedence over other provisions of the Plan,
with the exception of Section 5.1 and the shareholder approval provisions of
Section 8.4, but unless otherwise superseded by the terms of such sub-plans, the
provisions of the Plan shall govern the operation of the sub-plan. To the extent
inconsistent with the requirements of Section 423 of the Code, such sub-plans
shall be considered part of the Non-423 Plan, and Options granted thereunder
shall not be considered to comply with Code Section 423. The Plan Administrator
may delegate responsibility for the day to day operation and administration of
the Plan to any officer or employee or group of officers or employees of the
Company.

                                   SECTION 4.

                                   ELIGIBILITY


     4.1. GENERAL RULE. Except as otherwise provided herein, all Employees shall
be eligible to participate in the Plan.


     4.2. EXCLUSIONS. Notwithstanding the provisions of Section 4.1, any
Employee (i) whose customary employment is 20 hours or less per week, (ii) whose
customary employment is for a period of 5 months or less in any calendar year,
(iii) who is on Nonqualified Leave or (iv) who, immediately after an Option is
granted, owns stock and/or holds outstanding options to purchase stock
possessing five percent or more of the total combined voting power or value of
all classes of stock of the Company or any Subsidiary Corporation, shall not be
eligible to participate in the Plan (for purposes of this paragraph, the rules
of Section 424(d) of the Code and Section 1.423-2(d) of the Treasury Regulations
thereunder shall apply in determining stock ownership of any Employee) unless
the Plan Administrator determines it advisable that such Employee be given the
right to participate based on local law or regulations outside the United
States. The Plan Administrator may also determine that a designated group of
highly compensated individuals (within the meaning of Section 414(q) of the
Code) are ineligible to participate in the Plan.


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                                   SECTION 5.

                            QUALIFIED STOCK PURCHASES

     5.1 STOCK TO BE ISSUED. Subject to the provisions of Section 8.3, the
number of shares of Common Stock issuable pursuant to Options under the Plan
shall not exceed 1,500,000. The shares to be delivered pursuant to Options under
the Plan may consist, in whole or in part, of treasury stock or authorized but
unissued Common Stock, not reserved for any other purpose.

     5.2. SHAREHOLDER APPROVAL. The Plan shall become effective on the Effective
Date having been approved by a majority of the votes cast at a duly held
stockholders' meeting on May 1, 1997 at which a quorum representing a majority
of all outstanding voting stock of the Company was, either in person or by
proxy, present and voting on the Plan.

     5.3. GRANT OF OPTIONS. Subject to Section 5.2, on and after the Effective
Date and for so long as the Plan remains in effect, the Company may offer
Options under the Plan to all participating Employees. Options may be granted
quarterly on January 1, April 1, July 1 and October 1 of each Plan Year (or on
such other date or dates as shall be determined by the Plan Administrator) (the
"Date of Grant"). The term of each Option shall end on the last day of the
calendar quarter in which the Option is granted (or on such earlier or later
date as shall be determined by the Plan Administrator, but in no event later
than the last day of the sixtieth calendar month beginning after the Date of
Grant) (the "Option Period"). The number of shares of Common Stock subject to
each Option shall be the lesser of (i) the quotient of (A) the Payroll
Contributions authorized by each participating Employee in accordance with
Section 5.5 for the term of the Option divided by (B) the Option Price for each
share of Common Stock purchased pursuant to such Option, including any
fractional amount of such Option Price, or (ii) such maximum number of shares as
may be established by the Plan Administrator. A participating Employee shall
have no interest in the Common Stock covered by the Options until the related
shares are purchased in accordance with Section 5.6 herein and are credited to
the Employee's Individual Account.

     5.4. PARTICIPATION. An Employee who meets the requirements of Section 4 may
register to participate in the Plan by completing and forwarding an enrollment
form to the Plan Administrator or its designee, or satisfying such other
conditions as the Plan Administrator shall establish from time to time. Eligible
Employees who elect to participate in the Plan shall


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authorize a payroll deduction from the Employee's Compensation to be made as of
any future payroll period. Any election to authorize payroll deductions shall be
effective as of the first Date of Grant, or such other date as the Plan
Administrator may determine, commencing as soon as practicable after receipt of
the enrollment form by the Plan Administrator or its designee.

     5.5 PAYROLL CONTRIBUTIONS. There shall be an Individual Account for each
participating Employee to which shall be credited the number of full or
fractional shares of Common Stock that are purchased by such Employee through
Payroll Contributions, pursuant to the terms of the Plan. An Employee may
authorize Payroll Contributions in terms of whole number percentages of the
Compensation that the Employee receives during each payroll period; PROVIDED
THAT no Employee shall be permitted to purchase Common Stock pursuant to Options
under the Plan or under any other employee stock purchase plan of the Company or
any subsidiary which is intended to qualify under Section 423 of the Code, at a
rate which exceeds $25,000 in Fair Market Value (determined at the time the
Option is granted) for each calendar year in which such Option granted to such
Employee is outstanding at any time. In the event of a participating Employee's
Terminating Event, (i) no further Payroll Contributions by such Employee shall
be permitted and (ii) the Employee's unexercised Options shall terminate. All
Employee contributions under the Plan shall be through Payroll Contributions. No
interest shall be paid or allowed on any money paid into the Plan or credited to
the Individual Account of any Employee, except as may be required by applicable
law.

     5.6. EXERCISE OF OPTIONS. Each participating Employee automatically and
without any act on his part will be deemed to have exercised his Option on each
Date of Exercise to the extent that the Payroll Contributions credited to his
account are sufficient to purchase at the Option Price shares of Common Stock,
including fractional shares. As soon as practicable after the Date of Exercise,
the shares purchased upon exercise of an Employee's Option shall be credited to
such Employee's Individual Account by the Custodian. Custodian.

     5.7. OPTION PRICE. The price per share of Common Stock to be paid upon the
exercise of Options hereunder (the "Option Price") shall be an amount equal to
85% (or such greater percentage as the Board or its designee may authorize) of
the Fair Market Value of a share of Common Stock On the Date of Exercise.

     5.8 HOLDING PERIOD. Any shares of Common Stock acquired pursuant to the
exercise of an Option shall be held and not sold for one year following the Date
of Exercise (the "Holding


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Period"), and shall be subject to such restrictions on
withdrawals and transfers as described herein. Notwithstanding the foregoing,
the Plan Administrator may, at its discretion, waive the Holding Period and its
associated restrictions in the event of a participating Employee's Terminating
Event.

     5.9. CANCELED, TERMINATED OR FORFEITED OPTIONS. Any shares of Common Stock
subject to an Option, which for any reason is canceled, terminated or otherwise
settled without the issuance of any Common Stock, shall again be available for
Options under the Plan.

                                   SECTION 6.

                DEDUCTION CHANGES; WITHDRAWALS AND DISTRIBUTIONS

     6.1. DEDUCTION CHANGES. Subject to Section 5.5, a participating Employee
may increase or decrease his Payroll Contributions, effective as of the first
Date of Grant, (or such earlier date as the Plan Administrator shall determine)
commencing as soon as practicable after the receipt of proper notice of such
change by the Plan Administrator or its designee. If an Employee suspends his
Payroll Contributions at any time prior to a Terminating Event, any cash balance
then held for his account shall automatically be distributed to such Employee as
soon as practicable after the effective date of such suspension, and the
Employee will not again participate in the Plan until such time as the Employee
completes a new enrollment form.

     6.2. WITHDRAWALS AND DISTRIBUTIONS. A participating Employee may at any
time (subject to such notice requirements as the Plan Administrator may from
time to time prescribe), and for any reason, cease participation in the Plan and
withdraw all or any portion of shares of Common Stock or cash in his Individual
Account (except for any shares subject to the Holding Period described in
Section 5.8 herein) and any cash credited to his account by the Company. The
Employee may thereafter recommence participation in the Plan on the first Date
of Grant following completion of re-enrollment pursuant to Section 5.4 herein.
Upon the occurrence of a participating Employee's Terminating Event, any cash
held in such Employee's Individual Account and any cash credited to his account
by the Company shall be distributed to him or her as soon as practicable
thereafter; upon request, any shares in his or her Individual Account shall also
be distributed as soon as practicable, except that, the Plan Administrator may
delay the distribution of all or any shares acquired pursuant to the exercise of
an Option within one year of such termination until not later than the first
anniversary of such termination.


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Any fractional shares in an Employee's Individual Account shall be converted to
cash prior to distribution.

                                   SECTION 7.

                            ISSUANCE OF CERTIFICATES

     While maintained by the Custodian, all shares shall be held in the name of
the Custodian or its nominee, or in street name. Share certificates shall be
issued to an Employee who is to receive a distribution of shares pursuant to
Section 6.2 as soon as practicable following the event giving rise to such
distribution. Such certificates may be registered only in the name of the
Employee. Notwithstanding the foregoing, except for any shares subject to the
Holding Period described in Section 5.8 herein, share certificates shall be
issued to an Employee upon such Employee's request to the Plan Administrator or
its designee as soon as practicable following such request.

                                   SECTION 8.

                            MISCELLANEOUS PROVISIONS

     8.1. WITHHOLDING. The Employer or its designee may make such provisions and
take such action as it deems necessary or appropriate for the withholding of any
taxes which the Employer is required by law or regulation of any governmental
authority, whether Federal, state or local, to withhold in connection with
Payroll Contributions and, to the extent determined by the Plan Administrator,
any allocable purchase expenses under the Plan, including, but not limited to,
the withholding of appropriate sums from any amounts otherwise payable to the
participating Employee. Each participating Employee, however, shall be
responsible for the payment of all individual tax liabilities relating to any
such amounts.

     8.2. RIGHTS NOT TRANSFERABLE. Neither funds credited to an Individual
Account nor rights to Options under the Plan may be assigned, transferred,
pledged or otherwise disposed of by the participating Employee other than by
will and the laws of descent and distribution, and any attempt to do so shall be
void and of no effect. Options may be exercised during a participating
Employee's lifetime only by the participating Employee.

     8.3. ADJUSTMENTS IN CAPITALIZATION; MERGERS. In the event of any stock
dividend or stock split, recapitalization (including, without limitation, the
payment of an extraordinary


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dividend), merger, consolidation, combination, spin off distribution of assets
to shareholders (other than ordinary cash dividends) exchange of shares, or
other similar corporate change, (i) shares credited to each Employee's
Individual Account shall be adjusted in the same manner as all other outstanding
shares of Common Stock in connection with such event, (ii) the Board or a
committee thereof shall determine the kind of shares which may be acquired under
the Plan after such event, and (iii) the aggregate number of shares of Common
Stock available under Section 5.1 or subject to outstanding Options and the
respective exercise prices applicable to outstanding Options may be
appropriately adjusted by the Board or a committee thereof, in its discretion,
and the determination of the Board or a committee thereof shall be conclusive.
Except as otherwise determined by the Board, in the event of a merger or a
similar reorganization with respect to which the Company is not the surviving
entity, a liquidation or distribution of the Company, or a sale of all or
substantially all of the assets of the Company, the Plan shall terminate and all
shares of Common Stock and cash, if any, in the Individual Accounts of
participating Employees shall be distributed to each Employee pursuant to
Section 6.2 as soon as practicable unless any surviving entity agrees to assume
the obligations hereunder.

     8.4. AMENDMENT OF THE PLAN. The Board or its delegate may at any time, or
from time to time, amend the Plan in any respect; PROVIDED THAT approval by the
shareholders of the Company shall be required to amend the Plan to (i) change
the number of shares of Common Stock reserved for Options under Section 5.1 of
the Plan, or (ii) alter the requirements for eligibility to participate in the
Plan under Section 4. The Plan shall terminate at any time at the discretion of
the Board or its delegate. Upon termination of the Plan, all shares of Common
Stock and cash, if any, in the Individual Accounts of participating Employees
shall be distributed to each Employee pursuant to Section 6.2 as soon as
practicable.

     8.5. REQUIREMENTS OF LAW. The Company's obligation to deliver Common Stock
under the Plan shall be subject to all applicable laws, rules and regulations
and to such approvals by any governmental agency or national securities
exchanges as may be required.

     8.6. CUSTODIAL ARRANGEMENT. All cash and Common Stock allocated to an
Employee's Individual Account under the Plan shall be held by the Custodian in
its capacity as a custodian for the Employee with respect to such cash and
Common Stock. Nothing contained in the Plan, and no action taken pursuant to the
Plan, shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and its officers or the Board or the Plan


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Administrator or, except as may otherwise be agreed to in writing by the
Custodian, the Custodian, on the one hand, and any Employee, the Company or any
other person or entity, on the other hand.

     8.7. NO RIGHT TO CONTINUOUS EMPLOYMENT. The Plan and any right to purchase
Common Stock granted hereunder shall not confer upon any Employee any right with
respect to continuance of employment by The Company or any Subsidiary
Corporation, nor shall they restrict or interfere in any way with the right of
The Company or any Subsidiary Corporation by which an Employee is employed to
terminate his employment at any time.

     8.8 INDEMNIFICATION. Each person who is or shall have been a member of the
Board or the Plan Administrator shall be indemnified and held harmless by the
Company and each Employer against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which he may be made a
party or in which he may be involved by reason of any action taken or failure to
act under the Plan (in the absence of bad faith) and against and from any and
all amounts paid by him in settlement thereof, with the Company's approval, or
paid by him in satisfaction of any judgment in all such actions, suits, or
proceedings against him, provided he shall give the Company the opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive and shall be independent of any other rights of indemnification
to which such persons may be entitled under the Company's Certificate of
Incorporation or By-Laws, by contract, as a matter of law, or otherwise.

     8.9. NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be
construed (i) to limit, impair or otherwise affect the Company's right,
authority or power to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or assets
or (ii) except as provided in Section 8.4, to limit the right or power of the
Company or any of its subsidiaries or affiliates to take any action which such
entity deems to be necessary or appropriate.

     8.10 BINDING EFFECT. The provisions of the Plan shall be binding upon, and
inure to the benefit of, all successors of each Employee participating in the
Plan, including, without


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limitation, such Employee's estate and executors, administrators or trustees
thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Employee.

     8.11. GOVERNING LAW. The Plan shall be construed in accordance with and
governed by the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereunder


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