##### 



Exhibit 10(i)

1

CONFORMED COPY



FIRST AMENDMENT dated as of November 5,
 2002 (this Amendment), to the FIVE-YEAR CREDIT AGREEMENT dated as of November
 6, 2001 (the Existing Credit Agreement, and, as amended hereby, the Credit Agreement), among AMERICAN STANDARD COMPANIES INC., a Delaware corporation
 (Holdings); AMERICAN STANDARD INC., a Delaware corporation (the Company); AMERICAN STANDARD INTERNATIONAL INC., a Delaware corporation (ASII);
 the BORROWING SUBSIDIARIES from time to time party thereto (the Borrowing
 Subsidiaries, and, together with the Company and ASII, the Borrowers);
 the LENDERS from time to time party thereto; JPMORGAN CHASE BANK, as Administrative
 Agent (in such capacity, the Administrative Agent), as Issuing Bank and
 as Swingline Lender; and J.P. MORGAN EUROPE LIMITED, as London Agent and as Belgian
 Agent.




The Company has requested that certain provisions
 of the Existing Credit Agreement be amended as set forth herein to provide for the
 termination of the Italian Tranche and the addition of a Belgian Tranche and to
 convert in whole or in part the Italian Tranche Commitments and US Tranche Commitments
 of certain Lenders into US Tranche Commitments and Belgian Tranche Commitments,
 as applicable, and the undersigned Lenders, representing the Required Lenders, the
 Italian Tranche Lenders and the Lenders who are converting Commitments, in whole
 or in part, are willing so to amend the Credit Agreement on the terms and subject
 to the conditions set forth herein. Capitalized terms used but not defined herein
 shall have the meanings assigned to them in the Credit Agreement.




Accordingly, in consideration of the mutual
 agreements herein contained and other good and valuable consideration, the sufficiency
 and receipt of which are hereby acknowledged, the parties hereto agree as follows:




SECTION 1. Amendments. (a) Section 1.01
 is hereby amended as follows:




(i) Chase. The definition of the term
 Chase is hereby amended to read as follows:




JPMCB
 means JPMorgan Chase Bank and its successors.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to The Chase Manhattan
 Bank or Chase is amended to refer to 
JPMorgan Chase Bank or JPMCB.




(ii) CMIL. The definition of the term
 CMIL is hereby amended to read as follows:




JPMEL means J.P. Morgan Europe
 Limited and its successors.




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##### 



2



and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to Chase Manhattan
 International Limited or to CMIL is amended to
 refer to J.P. Morgan Europe Limited
 or to JPMEL.




(iii) Belgian Agent. The definition
 of the term Italian Agent is hereby amended to read as follows:




Belgian Agent means JPMEL, in its
 capacity as Belgian agent for the Lenders hereunder, or any successor thereto appointed
 in accordance with Article VII.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to the Italian Agent
 is amended to refer to the Belgian Agent.




(iv) Belgian Borrowing Subsidiary. The
 definition of the term Italian Borrowing Subsidiary is hereby amended to read
 as follows:




Belgian Borrowing Subsidiary means
 any Subsidiary that is incorporated or otherwise organized under the laws of Belgium
 or any political subdivision thereof that has been designated as such pursuant to
 Section 2.20 and that has not ceased to be a Belgian Borrowing Subsidiary as provided
 in such Section.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to an Italian Borrowing
 Subsidiary or to Italian Borrowing Subsidiaries is amended to refer
 to a Belgian Borrowing Subsidiary or to Belgian Borrowing Subsidiaries.




(v) Belgian Lending Office. The definition
 of the term Italian Lending Office is hereby amended to read as follows:




Belgian Lending Office means,
 as to any Belgian Tranche Lender, the applicable branch, office or Affiliate of
 such Belgian Tranche Lender designated by such Belgian Tranche Lender to make Loans
 in Euro to the Belgian Borrowing Subsidiaries.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement an Italian Lending
 Office is amended to refer to a Belgian Lending Office.




(vi) Belgian Tranche Commitment. The
 definition of the term Italian Tranche Commitment is hereby amended to read as
 follows:




Belgian Tranche Commitment means,
 with respect to each Belgian Tranche Lender, the commitment of such Belgian Tranche
 Lender to make Belgian Tranche Revolving Loans pursuant to Section 2.01(b), expressed
 as an amount representing the maximum aggregate permitted amount of such Lenders
 Belgian Tranche Revolving Credit Exposure hereunder, as such commitment may
 be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
 from time




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##### 



3



to time pursuant to
 assignments by or to such Lender pursuant to Section
 10.04. The initial amount of each Belgian Tranche Lenders Belgian Tranche
 Commitment is set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant
 to which such Belgian Tranche Lender shall have assumed its Belgian Tranche Commitment,
 as applicable. The aggregate amount of the Belgian Tranche Commitments on the date
 hereof is US$145,000,000.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to an Italian Tranche
 Commitment is amended to refer to a Belgian Tranche Commitment. The Italian
 Tranche Commitment is hereby terminated.




(vii) Belgian Tranche Lender. The definition
 of the term Italian Tranche Lender is hereby amended to read as follows:




Belgian Tranche Lender means a
 Lender with a Belgian Tranche Commitment or with outstanding Belgian Tranche Revolving
 Loans.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to an Italian Tranche
 Lender is amended to refer to a Belgian Tranche Lender.




(viii) Belgian Tranche Percentage. The
 definition of the term Italian Tranche Percentage is hereby amended to read as
 follows:




Belgian Tranche Percentage means,
 with respect to any Belgian Tranche Lender, the percentage of the aggregate Belgian
 Tranche Commitments represented by such Lenders Belgian Tranche Commitment.
 If the Belgian Tranche Commitments have terminated or expired, the Belgian Tranche
 Percentages shall be determined based upon the Belgian Tranche Commitments most
 recently in effect, giving effect to any assignments.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to an Italian Tranche
 Percentage is amended to refer to a Belgian Tranche Percentage.




(ix) Belgian Tranche Revolving Borrowing.
 The definition of the term Italian Tranche Revolving Borrowing is hereby amended
 to read as follows:




Belgian Tranche Revolving Borrowing means a Borrowing comprised of Belgian Tranche Revolving Loans.




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##### 



4



and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to an Italian Tranche
 Revolving Borrowing is amended to refer to a Belgian Tranche Revolving Borrowing.




(x) Belgian Tranche Revolving Credit
 Exposure. The definition of the term Italian Tranche Revolving Credit Exposure
 is hereby amended to read as follows:




Belgian Tranche Revolving Credit Exposure means, at any time, the sum of (a) the aggregate principal amount of the Belgian
 Tranche Revolving Loans denominated in US Dollars at such time and (b) the aggregate
 principal amount of the US Dollar Equivalents of the Belgian Tranche Revolving Loans
 denominated in Designated Foreign Currencies outstanding at such time. The Belgian
 Tranche Revolving Credit Exposure of any Lender at any time shall be such Lenders
 Belgian Tranche Percentage of the total Belgian Tranche Revolving Credit
 Exposure at such time.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to Italian Tranche
 Revolving Credit Exposure is amended to refer to Belgian Tranche Revolving Credit
 Exposure.




(xi) Belgian Tranche Revolving Loan.
 The definition of the term Italian Tranche Revolving Loan is hereby amended to
 read as follows:




Belgian Tranche Revolving Loan
 means a Loan made by a Belgian Tranche Lender pursuant to Section 2.01(b). Each
 Belgian Tranche Revolving Loan denominated in US Dollars shall be a Eurocurrency
 Loan or an ABR Loan.




and as so amended is moved to its proper
 alphabetical position. Each reference in the Credit Agreement to an Italian Tranche
 Revolving Loan is amended to refer to a Belgian Tranche Revolving Loan.




(xii) Excluded Taxes. The definition
 of Excluded Taxes is hereby amended by deleting each occurrence of the
 word Italy and substituting therefor Belgium and by deleting
 the phrase an Italian Lender in (d) thereof and substituting
 therefor a Belgian Tranche Lender.




(xiii) Local Time. The definition of
 Local Time is hereby amended by deleting the word Milan and
 substituting therefor Brussels.




(xiv) 364-Day Credit Agreement. The
 definition of the term 364-Day Credit Agreement is hereby amended by deleting
 the phrase the date hereof and substituting therefor November 6, 2001, as
 amended and restated.




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##### 



5



(b) Section 2.07(a) is amended by deleting
 the word Milan in the second sentence thereof and substituting
 therefor Brussels.




(c) Section 2.17(e) is amended by deleting
 the word Italy and substituting therefor Belgium.




(d) Section 2.20 is amended by deleting
 the word Italy and substituting therefor Belgium.




(e) Schedule 2.01 to the Credit Agreement
 is replaced with Schedule 2.01 hereto.




SECTION 2. Representations and Warranties.
 Holdings represents and warrants to the Lenders as to itself and each Subsidiary,
 and the Company, ASII and each other Borrowing Subsidiary represents and warrants
 to the Lenders as to itself and its subsidiaries, as of the date hereof and as of
 the Effective Date that:




(a) Before and after giving effect to this
 Amendment, the representations and warranties set forth in the Credit Agreement
 are true and correct in all material respects with the same effect as if made on
 the Effective Date, except to the extent such representations and warrants expressly
 relate to an earlier date.




(b) At the time of and after giving effect
 this Amendment, no Default has occurred and is continuing.




SECTION 3. Conditions to Effectiveness.
 This Amendment shall become effective as of the date first written above (the Effective
 Date) at such time as each of the following conditions is satisfied (or waived
 in accordance with Section 10.02 of the Credit Agreement):




(a) The Administrative Agent (or its counsel)
 shall have received from Holdings, the Company, ASII, the Belgian Agent, the Required
 Lenders, each Italian Tranche Lender and each Lender whose Italian Tranche Commitment
 or US Tranche Commitment is, by the amendment of Schedule 2.01 provided for above,
 being converted in whole or in part to a US Tranche Commitment or Belgian Tranche
 Commitment, as applicable, either (i) a counterpart of this Amendment signed on
 behalf of such party or (ii) written evidence satisfactory to the Administrative
 Agent (which may include telecopy transmission of a signed signature page of this
 Amendment) that such party has signed a counterpart of this Amendment.




(b) The Guarantee Requirement shall be satisfied.




(c) The Administrative Agent (or its counsel)
 shall have received such documents and certificates, including such opinions of
 counsel, as the Administrative Agent or its counsel may reasonably request relating
 to the organization, existence and good standing (to the extent such concept is
 relevant in its jurisdiction of organization) of ASE Finance S.P.R.L., the authorization
 of the Transactions and any other legal matters




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##### 



6



relating to ASE Finance S.P.R.L.,
 this Amendment, the Credit Agreement or the Transactions, all in form and substance
 satisfactory to the Administrative Agent and its counsel.




(d) Any Italian Tranche Revolving Loans
 outstanding under the Existing Credit Agreement shall have been repaid, together
 with all interest, fees and other amounts accrued thereunder, and the Italian Tranche
 Commitment has been terminated.




(e) The Administrative Agent (or its counsel)
 shall have received a certificate, dated the Effective Date and signed by the President,
 a Vice President or a Financial Officer of Holdings, the Company and ASII, confirming
 compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02
 of the Credit Agreement and paragraph (b) of this Section 3.




(f) The Administrative Agent shall have
 received all fees and other amounts due and payable on or prior to the Effective
 Date required to be paid by Holdings or any Borrower or Subsidiary under the Existing
 Credit Agreement.


The Administrative Agent shall notify the
 Credit Parties and the Lenders in writing of the Effective Date, and such notice
 shall be conclusive and binding.



SECTION 4. Loans Outstanding Under the
 Existing Credit Agreement; Condition to Borrowing.




(a) Holdings, the Company and ASII agree
 that each US Tranche Revolving Loan outstanding under the Existing Credit Agreement,
 together with all interest, fees and other amounts accrued thereunder, shall be
 repaid at the end of its current Interest Period as set forth on Schedule 4 and,
 if the Company shall so elect, reborrowed from the US Tranche Lenders ratably in
 accordance with their US Tranche Commitments, as amended hereby.




(b) The parties hereto acknowledge that
 the US Tranche Commitments and the Belgian Tranche Commitments are as provided in
 Schedule 2.01 (as amended by Section 1(e) of this Amendment) as of the Effective
 Date. Holdings and the Borrowers agree that no Lender will be required to make
 any Loan while any US Tranche Revolving Loans are outstanding under paragraph (a)
 above if after giving effect to such Loan any Lenders Revolving Credit Exposure
 (including any US Tranche Revolving Loans outstanding under paragraph (a) above)
 would exceed the sum of that Lenders US Tranche Commitment and Belgian Tranche
 Commitment, as reflected on Schedule 2.01 (as amended by Section 1(e) of this Amendment).




SECTION 5. Effect of Amendment. Except
 as expressly set forth herein, this Amendment shall not by implication or otherwise
 limit, impair, constitute a waiver of, or otherwise affect the rights and remedies
 of Holdings, the Lenders, the Administrative Agent or the Borrowers under the Credit
 Agreement or any other Loan Document, and shall not alter, modify, amend or in any
 way affect any of the terms, conditions, obligations, covenants or




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##### 



7



agreements contained
 in the Credit Agreement or any other Loan Document, all of which are ratified and
 affirmed in all respects and shall continue in full force and effect. Nothing herein
 shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment,
 modification or other change of, any of the terms, conditions, obligations, covenants
 or agreements contained in the Credit Agreement or any other Loan Document in similar
 or different circumstances. This Amendment shall apply and be effective only with
 respect to the provisions of the Credit Agreement specifically referred to herein.
 This Amendment shall constitute a Credit Document under the Credit Agreement.




SECTION 6. Expenses. The Borrower
 hereby agrees to reimburse the Administrative Agent for its out-of-pocket expenses
 in connection with this Amendment, including the reasonable fees, charges and disbursements
 of Cravath, Swaine & Moore, counsel for the Administrative Agent.




SECTION 7. Counterparts. This Amendment
 may be executed in any number of counterparts and by different parties hereto on
 separate counterparts, each of which when so executed and delivered shall be deemed
 an original, but all of which when taken together shall constitute a single instrument.
 Delivery of an executed counterpart of a signature page of this Amendment by facsimile
 transmission shall be as effective as delivery of a manually executed counterpart
 hereof.




SECTION 8. Applicable Law. THIS AMENDMENT
 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
 NEW YORK.




SECTION 9. Headings. The headings of
 this Amendment are for purposes of reference only and shall not limit or otherwise
 affect the meaning hereof.




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##### 





8



IN WITNESS WHEREOF,
 the parties hereto have caused this Amendment to be duly executed by their duly authorized
 officers, all as of the date and year first above written.




| | AMERICAN
 STANDARD COMPANIES INC.            
| | ---------------------------------------------
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| | AMERICAN
 STANDARD INC.                      
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| | AMERICAN
 STANDARD INTERNATIONAL INC.        
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| | JPMORGAN
 CHASE BANK                         
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| | J.P. MORGAN
 EUROPE LIMITED, as Belgian Agent
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              
| |                                              



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##### 



9



| |                                     |    |                                                          | 
| | ----------------------------------- | -- | -------------------------------------------------------- | 
| |                                     |    |                                                          | 
| | CITIBANK, N.A.                     
| |                                     |    |                                                          | 
| |                                     | by |                                                          | 
| |                                     |    | /s/ John S. Hutchins                                     | 
| |                                     |    |                                                          | 
| |                                     |    | Name: John S. Hutchins                                   | 
| |                                     |    | Title: Managing Director                                 | 
| |                                     |    |                                                          | 
| |                                     |    |                                                          | 
| | ABN AMRO BANK N.V.                 
| |                                     |    |                                                          | 
| |                                     | by |                                                          | 
| |                                     |    | /s/ Richard
 Schrage, James S. Kreitler                  | 
| |                                     |    |                                                          | 
| |                                     |    | Name: Richard Schrage
      James S. Kreitler            | 
| |                                     |    | Title:
 Vice President Senior Vice President             | 
| |                                     |    |                                                          | 
| |                                     |    |                                                          | 
| | BAYERISCHE
 HYPO-UND VEREINSBANK   
| | AG, New
 York Branch               
| |                                     |    |                                                          | 
| |                                     | by |                                                          | 
| |                                     |    | /s/ Steven
 Atwell, Lara Lorenzana                       | 
| |                                     |    |                                                          | 
| |                                     |    | Name: Steven Atwell
         Lara Lorenzana              | 
| |                                     |    | Title: Director   
                 
 Associate Director | 
| |                                     |    |                                                          | 
| |                                     |    |                                                          | 
| | BANCA
 NATIONALE DEL LAVORO S.P.A.,
| | New York Branch                    
| |                                     |    |                                                          | 
| |                                     | by |                                                          | 
| |                                     |    | /s/ Francesco
 Di Mario, Leonardo Valentini              | 
| |                                     |    |                                                          | 
| |                                     |    | Name:
 Francesco Di Mario                                | 
| |                                     |    | Title: Vice President                                    | 
| |                                     |    | Name: Leonardo Valentini                                 | 
| |                                     |    | Title:
 First Vice President                             | 
| |                                     |    |                                                          | 
| |                                     |    |                                                          | 
| | INTESABCI, New
 York Branch        
| |                                     |    |                                                          | 
| |                                     | by |                                                          | 
| |                                     |    | /s/ Charles
 Dougherty, Frank Maffei                     | 
| |                                     |    |                                                          | 
| |                                     |    | Name:
 Charles Dougherty Frank Maffei                    | 
| |                                     |    | Title: Vice President  
         Vice President          | 
| |                                     |    |                                                          | 
| |                                     |    |                                                          | 



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##### 



10



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------
| |                                                                                                                                                                   |                             
| | Signature of Lender to First Amendment                                                                                                                            |                             
| |                                                                                                                                                                   |                             
| | Name of Institution:                                                                                                                                              | Allied Irish Banks, PLC     
| |                                                                                                                                                                   |                             
| |                                                                                                                                                                   |                             
| | by                                                                                                                                                                |                             
| |                                                                                                                                                                   | /s/ Germaine Reusch         
| |                                                                                                                                                                   |                             
| |                                                                                                                                                                   | Name: Germaine Reusch       
| |                                                                                                                                                                   | Title: Senior Vice President
| |                                                                                                                                                                   |                             
| | by                                                                                                                                                                |                             
| |                                                                                                                                                                   | /s/ Denise Magyer           
| |                                                                                                                                                                   |                             
| |                                                                                                                                                                   | Name: Denise Magyer         
| |                                                                                                                                                                   | Title: Senior Vice President
| |                                                                                                                                                                   |                             



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##### 



11



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
| |                                                                                                                                                                   |                                                                 
| | Signature of Lender to First Amendment                                                                                                                            |                                                                 
| |                                                                                                                                                                   |                                                                 
| | Name of Institution:                                                                                                                                              | ABN Amro Bank N.V.                                              
| |                                                                                                                                                                   |                                                                 
| |                                                                                                                                                                   |                                                                 
| | by                                                                                                                                                                |                                                                 
| |                                                                                                                                                                   | /s/ Richard Schrage, James S. Kreitler                          
| |                                                                                                                                                                   |                                                                 
| |                                                                                                                                                                   | Name: Richard Schrage     
         James S. Kreitler           
| |                                                                                                                                                                   | Title: Vice President   
                
 Senior Vice President
| |                                                                                                                                                                   |                                                                 
| |                                                                                                                                                                   |                                                                 



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##### 



12



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                                                      
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------
| |                                                                                                                                                                   |                                                                      
| | Signature of Lender to First Amendment                                                                                                                            |                                                                      
| |                                                                                                                                                                   |                                                                      
| | Name of Institution:                                                                                                                                              | Banca Nazionale Del Lavoro S.p.A.                                    
| |                                                                                                                                                                   |                                                                      
| |                                                                                                                                                                   |                                                                      
| |                                                                                                                                                                   |                                                                      
| |                                                                                                                                                                   |                                                                      
| | by                                                                                                                                                                |                                                                      
| |                                                                                                                                                                   | /s/ Francesco Di Mario, Leonardo Valentini                           
| |                                                                                                                                                                   |                                                                      
| |                                                                                                                                                                   | Name: Francesco Di Mario    
          Leonardo Valentini            
| |                                                                                                                                                                   | Title: Vice President    
                
      First Vice President
| |                                                                                                                                                                   |                                                                      



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##### 



13



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
| |                                                                                                                                                                   |                         
| | Signature of Lender to First Amendment                                                                                                                            |                         
| |                                                                                                                                                                   |                         
| | Name of Institution:                                                                                                                                              | Bank of America, N.A.   
| |                                                                                                                                                                   |                         
| |                                                                                                                                                                   |                         
| | by                                                                                                                                                                |                         
| |                                                                                                                                                                   | /s/ J. Pocalyko         
| |                                                                                                                                                                   |                         
| |                                                                                                                                                                   | Name: J. Pocalyko       
| |                                                                                                                                                                   | Title: Managing Director



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14



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                      
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
| |                                                                                                                                                                   |                      
| | Signature of Lender to First Amendment                                                                                                                            |                      
| |                                                                                                                                                                   |                      
| | Name of Institution:                                                                                                                                              | The Bank of New York 
| |                                                                                                                                                                   |                      
| |                                                                                                                                                                   |                      
| | by                                                                                                                                                                |                      
| |                                                                                                                                                                   | /s/ Ernest Fung      
| |                                                                                                                                                                   |                      
| |                                                                                                                                                                   | Name: Ernest Fung    
| |                                                                                                                                                                   | Title: Vice President
| |                                                                                                                                                                   |                      



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15



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
| |                                                                                                                                                                   |                         
| | Signature of Lender to First Amendment                                                                                                                            |                         
| |                                                                                                                                                                   |                         
| | Name of Institution:                                                                                                                                              | The Bank of Nova Scotia 
| |                                                                                                                                                                   |                         
| |                                                                                                                                                                   |                         
| | by                                                                                                                                                                |                         
| |                                                                                                                                                                   | /s/ Todd S. Meller      
| |                                                                                                                                                                   |                         
| |                                                                                                                                                                   | Name: Todd S. Meller    
| |                                                                                                                                                                   | Title: Managing Director



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16



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------
| |                                                                                                                                                                   |                                       
| | Signature of Lender to First Amendment                                                                                                                            |                                       
| |                                                                                                                                                                   |                                       
| | Name of Institution:                                                                                                                                              | Bank of Tokyo-Mitsubishi Trust Company
| |                                                                                                                                                                   |                                       
| |                                                                                                                                                                   |                                       
| | by                                                                                                                                                                |                                       
| |                                                                                                                                                                   | /s/ Spencer Hughes                    
| |                                                                                                                                                                   |                                       
| |                                                                                                                                                                   | Name: Spencer Hughes                  
| |                                                                                                                                                                   | Title: Vice President                 



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17



| | LENDER SIGNATURE PAGE TO THE FIRST
 AMENDMENT DATED AS OF NOVEMBER 5, 2002 TO THE AMERICAN STANDARD INC.
 FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                        
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------
| |                                                                                                                                                                   |                        
| | Signature of Lender to First Amendment                                                                                                                            |                        
| |                                                                                                                                                                   |                        
| | Name of Institution:                                                                                                                                              | Barclays Bank PLC      
| |                                                                                                                                                                   |                        
| |                                                                                                                                                                   |                        
| | by                                                                                                                                                                |                        
| |                                                                                                                                                                   | /s/ Douglas Bernegger  
| |                                                                                                                                                                   |                        
| |                                                                                                                                                                   | Name: Douglas Bernegger
| |                                                                                                                                                                   | Title: Director        



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18



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------
| |                                                                                                                                                                   |                                                   
| | Signature of Lender to First Amendment                                                                                                                            |                                                   
| |                                                                                                                                                                   |                                                   
| | Name of Institution:                                                                                                                                              | Credit Agricole Indosuez                          
| |                                                                                                                                                                   |                                                   
| |                                                                                                                                                                   |                                                   
| | by                                                                                                                                                                |                                                   
| |                                                                                                                                                                   | /s/ Richard A. Drennan                            
| |                                                                                                                                                                   |                                                   
| |                                                                                                                                                                   | Name:  Richard A. Drennan                         
| |                                                                                                                                                                   | Title:  Vice
 President & Sr. Relationship Manager
| |                                                                                                                                                                   |                                                   
| | by                                                                                                                                                                |                                                   
| |                                                                                                                                                                   | /s/ Charles Hiatt                                 
| |                                                                                                                                                                   |                                                   
| |                                                                                                                                                                   | Name:  Charles Hiatt                              
| |                                                                                                                                                                   | Title:  Manager                                   





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##### 



19



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------
| |                                                                                                                                                                   |                                                 
| | Signature of Lender to First Amendment                                                                                                                            |                                                 
| |                                                                                                                                                                   |                                                 
| | Name of Institution:                                                                                                                                              | Credit Industriel Et Commercial                 
| |                                                                                                                                                                   |                                                 
| |                                                                                                                                                                   |                                                 
| | by                                                                                                                                                                |                                                 
| |                                                                                                                                                                   | /s/ Sean Mounier, Marcus Edward                 
| |                                                                                                                                                                   |                                                 
| |                                                                                                                                                                   | Name:  Sean
 Mounier            Marcus Edward   
| |                                                                                                                                                                   | Title:  First
 Vice President     Vice President



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##### 



20



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
| |                                                                                                                                                                   |                                
| | Signature of Lender to First Amendment                                                                                                                            |                                
| |                                                                                                                                                                   |                                
| | Name of Institution:                                                                                                                                              | Credit Lyonnais New York Branch
| |                                                                                                                                                                   |                                
| |                                                                                                                                                                   |                                
| | by                                                                                                                                                                |                                
| |                                                                                                                                                                   | /s/ Attila Koc                 
| |                                                                                                                                                                   |                                
| |                                                                                                                                                                   | Name:  Attila Koc              
| |                                                                                                                                                                   | Title:  Senior Vice President  



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##### 



21



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
| |                                                                                                                                                                   |                                  
| | Signature of Lender to First Amendment                                                                                                                            |                                  
| |                                                                                                                                                                   |                                  
| | Name of Institution:                                                                                                                                              | Fleet National Bank              
| |                                                                                                                                                                   |                                  
| |                                                                                                                                                                   |                                  
| | by                                                                                                                                                                |                                  
| |                                                                                                                                                                   | /s/ Irene Bertozzi-Bartenstein   
| |                                                                                                                                                                   |                                  
| |                                                                                                                                                                   | Name:  Irene Bertozzi-Bartenstein
| |                                                                                                                                                                   | Title:  Vice President           



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##### 



22



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------
| |                                                                                                                                                                   |                             
| | Signature of Lender to First Amendment                                                                                                                            |                             
| |                                                                                                                                                                   |                             
| | Name of Institution:                                                                                                                                              | HSBC Bank USA               
| |                                                                                                                                                                   |                             
| |                                                                                                                                                                   |                             
| | by                                                                                                                                                                |                             
| |                                                                                                                                                                   | /s/ Sarah McClintock        
| |                                                                                                                                                                   |                             
| |                                                                                                                                                                   | Name:  Sarah McClintock     
| |                                                                                                                                                                   | Title:  First Vice President



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##### 



23



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------
| |                                                                                                                                                                   |                                           
| | Signature of Lender to First Amendment                                                                                                                            |                                           
| |                                                                                                                                                                   |                                           
| | Name of Institution:                                                                                                                                              | The Industrial Bank of Japan Trust Company
| |                                                                                                                                                                   |                                           
| |                                                                                                                                                                   |                                           
| | by                                                                                                                                                                |                                           
| |                                                                                                                                                                   | /s/ Koichi Hasegawa                       
| |                                                                                                                                                                   |                                           
| |                                                                                                                                                                   | Name:  Koichi Hasegawa                    
| |                                                                                                                                                                   | Title:  Senior Vice President             



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##### 



24



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                                                    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------
| |                                                                                                                                                                   |                                                                    
| | Signature of Lender to First Amendment                                                                                                                            |                                                                    
| |                                                                                                                                                                   |                                                                    
| | Name of Institution:                                                                                                                                              | Lloyds TSB Bank PLC                                                
| |                                                                                                                                                                   |                                                                    
| |                                                                                                                                                                   |                                                                    
| | by                                                                                                                                                                |                                                                    
| |                                                                                                                                                                   | /s/ Catherine Rankin, Paul Briamonte                               
| |                                                                                                                                                                   |                                                                    
| |                                                                                                                                                                   | Name:  Catherine
 Rankin      Paul D. Briamonte                    
| |                                                                                                                                                                   | Title:  Vice
 President             Director-Project
 Finance (USA)



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##### 



25



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THEAMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                   
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
| |                                                                                                                                                                  |                                   
| | Signature of Lender to First Amendment                                                                                                                           |                                   
| |                                                                                                                                                                  |                                   
| | Name of Institution:                                                                                                                                             | Natexis Banques Populaires        
| |                                                                                                                                                                  |                                   
| |                                                                                                                                                                  |                                   
| | by                                                                                                                                                               |                                   
| |                                                                                                                                                                  | /s/ Pieter J. van Tulder          
| |                                                                                                                                                                  |                                   
| |                                                                                                                                                                  | Name:  Pieter J. van Tulder       
| |                                                                                                                                                                  | Title:  Vice President and Manager
| |                                                                                                                                                                  |                                   
| | by                                                                                                                                                               |                                   
| |                                                                                                                                                                  | /s/ Christine Dirringer           
| |                                                                                                                                                                  |                                   
| |                                                                                                                                                                  | Name:  Christine Dirringer        
| |                                                                                                                                                                  | Title:  Vice President            





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##### 



26



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                                                
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------
| |                                                                                                                                                                   |                                                                
| | Signature of Lender to First Amendment                                                                                                                            |                                                                
| |                                                                                                                                                                   |                                                                
| | Name of Institution:                                                                                                                                              | PB Capital Corporation                                         
| |                                                                                                                                                                   |                                                                
| |                                                                                                                                                                   |                                                                
| | by                                                                                                                                                                |                                                                
| |                                                                                                                                                                   | /s/ Jeffrey Frost, Nina Zhou                                   
| |                                                                                                                                                                   |                                                                
| |                                                                                                                                                                   | Name:  Jeffrey
 Frost        
             Nina Zhou           
| |                                                                                                                                                                   | Title:  Managing
 Director            Assistant
 Vice President



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##### 



27



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
| |                                                                                                                                                                   |                                   
| | Signature of Lender to First Amendment                                                                                                                            |                                   
| |                                                                                                                                                                   |                                   
| | Name of Institution:                                                                                                                                              | Societe Generale                  
| |                                                                                                                                                                   |                                   
| |                                                                                                                                                                   |                                   
| | by                                                                                                                                                                |                                   
| |                                                                                                                                                                   | /s/ Ambrish D. Thanawala          
| |                                                                                                                                                                   |                                   
| |                                                                                                                                                                   | Name:  Ambrish D. Thanawala       
| |                                                                                                                                                                   | Title:  Director Corporate Banking



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##### 



28



| | LENDER
 SIGNATURE PAGE TO THE FIRST AMENDMENT DATED AS OF NOVEMBER 5, 2002
 TO THE AMERICAN STANDARD INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2001 |                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
| |                                                                                                                                                                   |                               
| | Signature of Lender to First Amendment                                                                                                                            |                               
| |                                                                                                                                                                   |                               
| | Name of Institution:                                                                                                                                              | Union Bank of California, N.A.
| |                                                                                                                                                                   |                               
| |                                                                                                                                                                   |                               
| | by                                                                                                                                                                |                               
| |                                                                                                                                                                   | /s/ J. Scott Jessup           
| |                                                                                                                                                                   |                               
| |                                                                                                                                                                   | Name:  J. Scott Jessup        
| |                                                                                                                                                                   | Title:  Vice President