##### 



---

---

Exhibit 10(ii)

AMENDMENT AND RESTATEMENT AGREEMENT

dated as of

November 5, 2002

among

AMERICAN STANDARD COMPANIES INC.

AMERICAN STANDARD INC.

AMERICAN STANDARD INTERNATIONAL INC.

The Borrowing Subsidiaries Party Hereto

The Lenders Party Hereto

JPMORGAN CHASE BANKas Administrative
 Agent and Swingline Lender

BANK OF AMERICA, N.A.,
CITIBANK, N.A.,LLOYDS TSB
 BANK PLC,as Syndication Agents

and

ABN AMRO BANK N.V.,BARCLAYS BANK PLC,SOCIETE GENERALEas Co-Syndication Agents



---

---



---



##### 



CONFORMED COPY



---

J.P. MORGAN SECURITIES INC.as Lead Arranger and Sole Bookrunner



---



AMENDMENT AND
 RESTATEMENT AGREEMENT dated as of November 5, 2002 (this Amendment and Restatement), in
 respect of the 364-DAY CREDIT AGREEMENT dated as of November 6, 2001 (the Existing 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 hereto (the Borrowing Subsidiaries, and, together with the Company and ASII,
 the Borrowers); the LENDERS from time to time party hereto
 (the Lenders); JPMORGAN CHASE BANK, as Administrative Agent (in such
 capacity, the Administrative Agent) and as Swingline Lender; BANK OF
 AMERICA, N.A., CITIBANK, N.A., and LLOYDS TSB BANK PLC, as Syndication Agents and
 ABN AMRO BANK N.V., BARCLAYS BANK PLC, and SOCIETE GENERALE, as Co-Syndication Agents.




The Company
 has requested that the Existing Credit Agreement be amended and restated as set
 forth in Section 1 below and the other parties hereto are willing so to amend and
 restate the Existing Credit Agreement. Each capitalized term used but not defined
 herein has the meaning assigned thereto in the Existing Credit Agreement as amended
 and restated hereby.




In consideration
 of the premises and the agreements herein contained, the parties hereto hereby agree,
 on the terms and subject to the conditions set forth herein, as follows:




SECTION 1.
 Amendment and Restatement. Upon the effectiveness of this Amendment and Restatement
 as provided in Section 3 below, the Existing Credit Agreement shall be amended and
 restated in the form in which it exists on the date hereof but with the following
 revisions (the Existing Credit Agreement, as so amended and restated, being called
 the Restated Credit Agreement):




(a) The first
 sentence of the preamble is hereby deleted and replaced with the following sentence:




The
 Borrowers have requested the Lenders to amend and restate the Existing Credit
 Agreement (such term and each other capitalized term used and not otherwise defined
 herein having the meaning assigned to it in Article I) to extend credit in
 the form of (a) Commitments under




---



##### 



2



which the Borrowers
 may obtain Loans in US Dollars in an aggregate principal amount at any time outstanding
 not in excess of US$150,000,000 and (b) Swingline Loans in US Dollars in an aggregate
 principal amount at any time outstanding not in excess of US$25,000,000.




(b) 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 Existing
 Credit Agreement to the defined term Chase is amended to refer to JPMCB.




(ii) Commitment.
 The definition of the term Commitment is hereby amended by deleting the amount
 US$300,000,000 from the last sentence thereof and substituting
 therefor US$150,000,000.




(iii) Commitment
 Termination Date. The definition of the term Commitment Termination Date is hereby
 amended by deleting the date November 5, 2002 and substituting therefor November
 4, 2003.




(iv) Existing
 Credit Agreement. The definition of the term Existing Credit Agreement is hereby
 amended to read as follows:




Existing
 Credit Agreement means the 364-Day Credit Agreement dated as of November 6,
 2001, among Holdings, the Company, ASII, the borrowing subsidiaries party thereto,
 the lenders party thereto and the agents party thereto.




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




(c) Section
 2.05(a) is hereby amended by deleting the amount US$50,000,000 and substituting
 therefor US$25,000,000.




(d) A new
 paragraph (d) is hereby added to Section 2.11 as follows:




(d) For each
 day after the Commitment Termination Date on which there is any Revolving Credit
 Exposure, the Company and ASII agree, jointly and severally, to pay to the Administrative
 Agent, in US Dollars, for the account of each Lender, a term-out fee, which shall
 accrue at a rate equal to 0.50% per annum on the amount of the Revolving Credit
 Exposure of such Lender on such day. Accrued term-out fees shall be payable in
 arrears on the last day of March, June, September and December of each year, on
 any date prior to the Maturity Date on which all the Commitments shall have terminated
 and on the Maturity Date, commencing on the first such date to occur after the Commitment
 Termination Date; provided that any term-out fees accruing after the Maturity
 Date shall be payable on demand. All term-out fees




---



##### 



3



shall be
 computed on the basis of a year of 360 days and shall be payable for the actual number of
 days elapsed (including the first day but excluding the last day).




(e) Paragraph
 (a) of Section 3.04 is hereby amended by deleting the date December 31, 2000 and
 substituting therefor December 31, 2001 and by deleting the date June 30, 2001
 and substituting therefor June 30, 2002.




(f) Section
 3.05 is hereby amended by deleting the date December 31, 2000 and substituting
 therefor December 31, 2001.




(g) Section
 3.06 is hereby amended by deleting the date September 30, 2001 and substituting
 therefor September 30, 2002.




(h) Section
 3.07 is hereby amended by deleting the date December 31, 2000 and substituting
 therefor December 31, 2001.




(i) Section
 3.14 is hereby amended by adding the phrase , the Confidential Information Memorandum
 dated October 2002 relating to Holdings, the Company, ASII and the Transactions,
  after the phrase Information Memorandum therein.




(j) Conditions.
 Section 4.01 is hereby deleted and replaced with:


SECTION 4.01. Intentionally Omitted.



(k) Article
 VI is hereby amended by deleting each occurrence of the phrase the date hereof
 and substituting therefor November 6, 2001.




(l) Section
 6.01 is hereby amended by deleting the parenthetical therein.




(m) Schedule
 2.01. Schedule 2.01 is hereby deleted and replaced with Schedule 2.01 to this Amendment
 and Restatement.




(n) Effective
 Date. From and after the Effective Date (as defined below), all references in the
 Restated Credit Agreement to the date hereof, the date of this Agreement or
 other words or phrases of similar import shall be deemed references to the date
 of this Amendment and Restatement.




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 and Restatement, the representations and
 warranties set forth in the Existing Credit Agreement and the Restated Credit Agreement,
 as applicable, 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
 warranties expressly relate to an earlier date.




---



##### 



4



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




SECTION 3.
 Conditions to Effectiveness. This Amendment and Restatement and the obligations of the Lenders
 to make Loans under the Restated Credit Agreement shall become effective on the
 date (the Effective Date) on which each of the following conditions is
 satisfied (or waived in accordance with Section 10.02 of the Existing Credit Agreement):




(a) The
 Administrative Agent (or its counsel) shall have received from each party hereto or to any other
 Credit Document either (i) a counterpart of this Amendment and Restatement 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 and Restatement) that such party has signed a counterpart of this Amendment
 and Restatement.




(b) The Guarantee
 Requirement shall be satisfied.




(c) The
 Administrative Agent (or its counsel) shall have received favorable written opinions (addressed
 to the Administrative Agent, the Swingline Lender and the Lenders and dated the
 Effective Date) of (i) Paul McGrath, General Counsel of the Company, substantially
 in the form of Exhibit D-1 and (ii) Cahill Gordon & Reindel, counsel for the
 Borrowers, substantially in the form of Exhibit D-2. Each Credit Party hereby requests
 such counsel to deliver such opinions.




(d) The
 Administrative Agent (or its counsel) shall have received such documents and certificates as the
 Administrative Agent or its counsel may reasonably request relating to the organization,
 existence and good standing of each Credit Party that is a US Subsidiary, the authorization
 of the Transactions and any other legal matters relating to the Credit Parties,
 this Amendment and Restatement, the Restated Credit Agreement or the Transactions,
 all in form and substance satisfactory to the Administrative Agent and its counsel.




(e) The
 Administrative Agent (or its counsel) shall have received for each Non-US Subsidiary which is a
 Borrowing Subsidiary under the Existing Credit Agreement either (i) 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 to such Borrowing Subsidiary
 in its jurisdiction of organization) of such Borrowing Subsidiary, the authorization
 of the Transactions insofar as they relate to such Borrowing Subsidiary and any
 other legal matters reasonably relating to such Borrowing Subsidiary or such Transactions,
 all in form and substance reasonably satisfactory to the Administrative Agent and
 its counsel or (ii) a Borrowing Subsidiary Termination, dated the Effective Date,
 substantially in the form of Exhibit B-2.




(f) 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




---



##### 



5



set
 forth in paragraphs (a) and (b) of Section 4.02 of the Restated Credit Agreement and
 paragraphs (b), (i) and (j) of this Section 3.




(g) Any loans
 outstanding under the Existing Credit Agreement shall have been repaid, together
 with all interest, fees, including breakage fees, and other amounts accrued thereunder.




(h) The
 Administrative Agent shall have received all fees, including participation fees, and other amounts
 due and payable on or prior to the Effective Date, including, to the extent invoiced,
 reimbursement or payment of all out-of-pocket expenses (including fees, charges
 and disbursements of counsel) required to be reimbursed or paid by Holdings or any
 Borrower or Subsidiary in connection with this Amendment and Restatement or any
 Loan Document.




(i) The Index
 Ratings shall be BBB- or higher (in the case of the rating by S&P) and Ba1
 or higher (in the case of the rating by Moodys), in each case with no negative
 outlook.




(j) The
 Administrative Agent and each Lender shall have received each financial statement or report referred
 to in Section 3.04 of the Restated 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.
 Agreement. Except as specifically stated herein, the provisions of the Existing Credit
 Agreement are and shall remain in full force and effect. As used therein, the terms Credit
 Agreement, herein, hereunder, hereinafter,
 hereto, hereof and words of similar import shall, unless the
 context otherwise requires, refer to the Restated Credit Agreement.




SECTION 5.
 Expenses. The Company agrees to reimburse the Administrative Agent for its out-of-pocket
 expenses incurred by it in connection with this Amendment and Restatement, including the
 reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel
 for the Administrative Agent.




SECTION 6.
 Counterparts. This Amendment and Restatement 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 and Restatement by facsimile transmission shall be effective as delivery
 of a manually executed counterpart hereof.




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




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




---



##### 



6



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




| | AMERICAN
 STANDARD COMPANIES INC.                             
| | --------------------------------------------------------------
| |                                                               
| | by                                                            
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| | AMERICAN
 STANDARD INC.                                       
| |                                                               
| | by                                                            
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| | AMERICAN
 STANDARD INTERNATIONAL INC.                         
| |                                                               
| | by                                                            
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| | JPMORGAN
 CHASE BANK,                                         
| | individually
 and as Administrative Agent and Swingline Lender
| |                                                               
| | by                                                            
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| |                                                               
| | BANK
 OF AMERICA, N.A.,                                       
| | individually
 and as Syndication Agent                        
| |                                                               
| | by                                                            
| |                                                               
| |                                                               
| |                                                               
| |                                                               



---



##### 



7



| | CITIBANK,
 N.A.,                         
| | -----------------------------------------
| | individually
 and as Syndication Agent   
| |                                          
| | by                                       
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          
| | LLOYDS
 TSB BANK PLC,                    
| | individually
 and as Syndication Agent   
| |                                          
| | by                                       
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          
| | ABN
 AMRO BANK N.V.,                     
| | individually
 and as Co-Syndication Agent
| |                                          
| | by                                       
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          
| | BARCLAYS
 BANK PLC,                      
| | individually
 and as Co-Syndication Agent
| |                                          
| | by                                       
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          
| | SOICETE GENERALE,                        
| | individually
 and as Co-Syndication Agent
| |                                          
| | by                                       
| |                                          
| |                                          
| |                                          
| |                                          



---



##### 



8



| | THE
 BANK OF NEW YORK,              
| | ------------------------------------
| |                                     
| | by                                  
| |                                     
| |                                     
| |                                     
| |                                     
| |                                     
| | BANK
 OF TOKYO-MITSUBISHI TRUST CO.,
| |                                     
| | by                                  
| |                                     
| |                                     
| |                                     
| |                                     



---



##### 



9



| | BNP
 PARIBAS,                           
| | ----------------------------------------
| |                                         
| | by                                      
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| | CREDIT
 AGRICOLE INDOZUEZ,              
| |                                         
| | by                                      
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| | FLEET
 NATIONAL BANK,                   
| |                                         
| | by                                      
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| | HSBC
 BANK USA,                         
| |                                         
| | by                                      
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| | THE
 INDUSTRIAL BANK OF JAPAN TRUST CO.,
| |                                         
| | by                                      
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| | CREDIT LYONNAIS,                        
| |                                         
| | by                                      
| |                                         
| |                                         
| |                                         
| |                                         



---



##### 



10



| | NATEXIS
 BANQUES POPULAIRES
| | ---------------------------
| |                            
| | by                         
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| | PB
 CAPITAL CORPORATION,   
| |                            
| | by                         
| |                            
| |                            
| |                            
| |                            
| |                            
| |                            
| | U.S. BANK,                 
| |                            
| | by                         
| |                            
| |                            
| |                            
| |                            
| |                            
| | UNION
 BANK OF CALIFORNIA, 
| |                            
| | by                         
| |                            
| |                            
| |                            
| |                            
| |                            
| | THE
 BANK OF NOVA SCOTIA,  
| |                            
| | by                         
| |                            
| |                            
| |                            
| |                            
| |                            
| | INTESABCI,                 
| |                            
| | by                         
| |                            
| |                            
| |                            
| |