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                                                               Exhibit 10(xxi)

                        AMERICAN STANDARD COMPANIES INC.

                           2002 OMNIBUS INCENTIVE PLAN

                               ADDENDUM FOR FRANCE

This Addendum covers Options granted under the American Standard Companies Inc.
2002 Omnibus Incentive Plan (the "Plan") to participants based in France. This
addendum does not cover other benefits under the Plan consisting of Stock
Appreciation Rights, Restricted Units, Restricted Stock, Long-Term Incentive
Awards or Annual Incentive Awards.

Options may be granted under this addendum to Participants based in France as
follows :

1)   Notwithstanding any other provision of the Plan, Options granted to any
     Participant who is an "Administrateur", a member of the "conseil de
     surveillance" or an outside Consultant, who does not have a work contract,
     will not be deemed to have been granted pursuant to this Addendum.

2)   Notwithstanding any other provision of the Plan, Options granted to any
     Participant holding shares representing 10% or more of the Company's
     capital will not be deemed to have been granted pursuant to this Addendum.

3)   Notwithstanding any other provision of the Plan: (a) to the extent newly
     issued shares will be issued in connection with an Option, any such Option
     whose exercise price at the time of the grant of the Option is less than
     80% of the average of the Fair Market Value of a share on the 20 daily
     trading sessions preceding the related date of grant, rounded up, shall not
     be deemed to have been granted under this Addendum; (b) to the extent
     treasury shares will be issued in connection with an Option, any such
     Option whose exercise price at the time of the grant of the Option is less
     than the higher of (i) 80% of the average purchase price paid by the
     Company for such treasury shares and (ii) 80% of the average of the Fair
     Market Value of a share on the 20 daily trading sessions preceding the
     related date of grant, rounded up, shall not be deemed to have been granted
     under this Addendum.

4)   Notwithstanding any other provisions of the Plan, the Option exercise price
     is fixed and such exercise price and/or the number of the associated
     Options shall be adjusted only upon the occurrence of the events specified
     under section L 225-181 of the French Code of Commerce in accordance with
     French law.

5)   Notwithstanding any other provision of the Plan, any Option granted during
     the 20 trading days after the payment of a dividend or after an increase of
     capital reserved to the shareholders shall not be deemed to have been
     granted under this Addendum.

6)   Notwithstanding any other provision of the Plan, Options granted:

         (a) during the period corresponding to 10 stock exchange trading
         sessions preceding and following the date on which the consolidated
         accounts or the annual financial statements are made public; or
         (b) during the period starting at the date at which the corporate
         management of the


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         company is aware of any sensitive information that if published could
         have a material impact on the price of the Company's Common Stock and
         ending 10 trading days after the publication of this information;
     shall not be deemed to have been granted under this Addendum.

7)   Notwithstanding any other provision of the Plan, neither the Board of
     Directors nor its delegate can impose on the Participants any requirement
     to hold shares for more than 3 years after the exercise date.

8)   Notwithstanding any other provision of the Plan, upon death of an Option
     holder, to the extent an Option was exercisable by the Option holder at the
     date of death, the heir(s) of the Option holder may exercise such Option
     within a 6 month period from the date of the Option holder's death.

9)   Notwithstanding any other provision of the Plan, a Participant may not
     sell, transfer, pledge or assign, or otherwise alienate or hypothecate the
     Option, other than by will or by the laws of descent and distribution in
     accordance with the laws of France.


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