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                                                                 Exhibit 10(xii)


                        AMERICAN STANDARD COMPANIES INC.

              SUPPLEMENTAL COMPENSATION PLAN FOR OUTSIDE DIRECTORS
              (as amended and restated effective December 5, 2002)


1.   DEFINITIONS

     (a) "Administrator" means the Secretary of the Company.

     (b) "Annual Stockholders Meeting" means the annual meeting of the
     stockholders of the Company.

     (c) "Board" means the Board of Directors of the Company.

     (d) "Company" means American Standard Companies Inc. or any successor
     thereto by consolidation, merger or other resolution.

     (e) "Fair Market Value" on any date means the closing price of a Share on
     such a date as reported on the New York Stock Exchange consolidated
     reporting system.

     (f) "Participant" means any director of the Company who is not an employee
     of the Company or an affiliate. Participants are also referred to herein as
     "Outside Directors".

     (g) "Plan" means this Supplemental Compensation Plan for Outside Directors,
     as set forth herein and as amended from time to time.

     (h) "Plan Account" means the account established for each Participant
     pursuant to Section 2.

     (i) "Share" means a share of common stock of the Company; the number of
     Shares available for use under the Plan shall be 100,000.

     (j) "Trust" means the Trust Agreement for the American Standard Companies
     Inc. Supplemental Compensation Plan for Outside Directors.

     (k) "Unit" means the factor of $50,000 ($100,000 in the case of any
     director first elected to the Board after January 1, 1993) calculated in
     accordance with Section 2 of the Plan as it existed before March 7, 1996.


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2.   ESTABLISHMENT OF PLAN ACCOUNTS.

           The Administrator shall establish a Plan Account hereunder for each
     Participant as soon as he or she becomes a member of the Board.

           Whenever a Plan Account is established, the Administrator shall
     credit to such Plan Account, that number of Shares and fractions thereof
     equal in value to $50,000 ($100,000 in the case of any director first
     elected to the Board after January 1, 1993), with the value of a Share
     based on the Fair Market Value on the date immediately preceding the date
     that the Participant becomes a member of the Board (the "Initial
     Allocation").

           Any Units credited to Participants' Plan Accounts under the terms of
     the Plan as it existed before March 7, 1996 shall be converted to Shares on
     a one for one basis.

3.   ANNUAL GRANTS OF SHARES.

           Effective on and after December 4, 1997, each Participant shall have
     500 Shares credited to his or her Plan Account on the date immediately
     preceding each Annual Stockholders Meeting.

4.   SHARES HELD IN TRUST.

           Any Shares issued pursuant to the Plan shall be issued to and
     governed by the terms of the Trust. Upon the termination of a Participant's
     Board membership other than for cause, such Participant (or, if such
     termination is due to his or her death, his or her Beneficiary) shall
     receive a distribution from the Trust, net of any required tax or other
     withholdings, of the Shares in his or her Plan Account.

5.   FORFEITURE

           Upon the termination for cause of a Participant's membership on the
     Board, all of the Shares and fractions thereof credited to his or her Plan
     Account shall revert back to the Company.

6.   RIGHTS OF PARTICIPANTS REGARDING THE SHARES IN THEIR PLAN ACCOUNT.

           A Participant shall have the right to direct the voting of a number
     of Shares held by the Trust that is equal to the number of Shares credited
     to his or her Plan Account as to all matters with respect to which such
     Shares are entitled to vote. The Trust shall distribute to each Participant
     (or in the event of a Participant's death, such Participant's Beneficiary)
     an amount in cash equal to the amount of any cash dividends payable on the
     number of Shares allocated to the Participant's Plan Account.


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7.   NON-ASSIGNABILITY.

           The right of a Participant or Beneficiary to the distribution
     provided for in the Plan shall not be assigned, transferred, pledged or
     encumbered or be subject in any manner to alienation or anticipation.

8.   AMENDMENT AND TERMINATION.

           The Plan may at any time be amended, modified or terminated by the
     Board; provided that no amendment, modification or termination shall,
     without the consent of a Participant, reduce the number of Shares and
     fractions thereof credited to such Participant's Plan Account pursuant to
     Sections 2 and 3.

9.   NOTICES.

           All notices to the Company under this Plan, including a Participant's
     designation of a Beneficiary, shall be in writing and mailed or hand
     delivered to the Secretary of the Company at its Corporate Headquarters.

10.  GOVERNING LAW.

           This Plan shall be governed by and construed in accordance with the
     laws of the State of New York without reference to the principles of
     conflict of laws of such State.


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