ARMSTRONG WORLD INDUSTRIES INC
MANAGEMENT ACHIEVEMENT PLAN FOR KEY EXECUTIVES
<DOCUMENT>
<TYPE>EX-10.III.D
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>MANAGEMENT ACHIEVEMENT PLAN FOR KEY EXECUTIVES
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                                                              EXHIBIT 10(iii)(d)


                           MANAGEMENT ACHIEVEMENT PLAN

                     PLAN TEXT AND ADMINISTRATIVE GUIDELINES


                          ADOPTED BY BOARD OF DIRECTORS

                                NOVEMBER 28, 1983



                          AS AMENDED FEBRUARY 26, 2001
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                            ARMSTRONG HOLDINGS, INC.
                            ------------------------

                        ARMSTRONG WORLD INDUSTRIES, INC.
                        --------------------------------

                 MANAGEMENT ACHIEVEMENT PLAN FOR KEY EXECUTIVES
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                                   (PLAN TEXT)
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1.   Purpose
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     The Armstrong World Industries, Inc. (the "Company") Management Achievement
     Plan (the "Plan") is designed to promote the financial success of the
     Company by recognizing the significant contributions key employees can make
     to the achievement of Company goals. Armstrong Holdings, Inc. ("AHI") also
     adopted this Plan effective May 1, 2000. The Plan's objectives are to
     motivate key Company and subsidiary employees to produce outstanding
     results by providing the opportunity to earn financial rewards in relation
     to the attainment of corporate, business unit and individual goals.

     The Plan is based on the concept that the Company establishes for each
     participant at the beginning of the year a target incentive award based on
     the achievement of specific corporate, business unit and individual goals.
     When the year is over, the results actually achieved will be evaluated
     against these goals to determine the amount, if any, of compensation that
     may be paid to individuals participating in the Plan.

2.   Administration
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     The Plan shall be administered by the Management Development and
     Compensation Committee (the "Committee") of the Board of Directors of AHI
     with the advice and counsel of its Chief Executive Officer. Designated
     subsidiary companies may adopt this Plan. Subject to compliance with the
     requirements of Section 162(m) of the Internal Revenue Code for
     deductibility of awards, the Board may amend or terminate the Plan from
     time to time so long as the amendment or termination does not adversely
     affect any rights or obligations with respect to awards for the
     then-current year or any prior year which has not yet been paid.
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3.   Eligibility
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     The intent of the Plan is to extend participation only to those key
     employees whose duties and responsibilities give them the opportunity to
     make a continuing material and substantial impact on the achievement of
     organization goals. Each of the Chief Executive Officer of AHI and the
     President of the Company may annually determine the non-officer
     participants and recommend officer participants to the Committee.

4.   Incentive Awards
     ----------------

     A) At the beginning of each year, the Chief Executive Officer shall
        present to the Committee criteria for evaluating performance against
        corporate and business unit goals for the purposes of determining the
        level of incentive awards which may be paid for the year based upon
        actual results for the year.


     B) At the same time, the Chief Executive Officer shall recommend to the
        Committee a target award expressed as a percentage of salary for each
        participant.


     C) As soon as practical following the close of each year, the Chief
        Executive Officer shall evaluate the levels of corporate and business
        unit achievement and individual performance. Based on these factors, the
        Chief Executive Officer shall recommend to the Committee the percentage
        of the target award to be paid to each participant. Following the
        receipt of the recommendations from the Chief Executive Officer, the
        Committee shall determine the amount to be paid to participants.

     D) The performance measures approved by the shareholders for determining
        awards under the Plan are: cash flow, earnings, operating income, return
        on shareholders' equity, sales and economic value added (EVA).


     E) The incentive award determined in accordance with the provisions of
        Paragraphs A through D of this Section 4 shall be reduced for such year
        as follows for Plan participants who are eligible to participate in the
        Bonus Replacement Retirement Plan of Armstrong World Industries, Inc.:
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     (1)  If a Plan participant's grade level is 18 or 19 as of January 1 of the
          calendar year for which the incentive award is determined, the
          incentive award otherwise payable shall be reduced by the lesser of
          (i) 50% of the amount determined under Paragraphs A through D, (ii)
          $7,500 or (iii) the authorized contribution to the Bonus Replacement
          Retirement Plan.

     (2)  If a Plan participant's grade level is 20 or 21 as of January 1 of the
          calendar year for which the incentive award is determined, the
          incentive award otherwise payable shall be reduced by the lesser of
          (i) 50% of the amount determined under Paragraphs A through D, (ii)
          $15,000 or (iii) the authorized contribution to the Bonus Replacement
          Retirement Plan.

     (3)  If a Plan participant's grade level is 22 or higher as of January 1 of
          the calendar year for which the incentive award is determined, the
          incentive award otherwise payable shall be reduced by the lesser of
          (i) 50% of the amount determined under Paragraphs A through D, (ii)
          $20,000 or (iii) the authorized contribution to the Bonus Replacement
          Retirement Plan.
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                                      -4-

5.   Time of Payment
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     Awards under this Plan shall be paid as soon as practicable after the
     yearly financial results have been determined.

6.   Miscellaneous Provisions
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     A) Condition of Award - Plan participants who retire, become disabled,
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        die or are involuntarily terminated for reasons other than cause on or
        after the last workday of March may be eligible for awards on a prorated
        basis. Employees who voluntarily terminate employment at any time from
        the beginning of the year until the award for that year is paid are not
        eligible for an award unless otherwise approved by the Committee.

     B) No Assignment or Transfer - Awards are payable only to the participant,
        -------------------------
        except in the case of death or legal incapacity at the time of payment,
        the award may be paid to his heirs, estate or legal guardian. No awards
        under the Plan or any rights or interests therein shall be assignable or
        transferable by a participant.

     C) No Rights to Awards - No employee or other person shall have any claim
        -------------------
        or right to be granted an award under the Plan. Neither the Plan nor any
        action taken hereunder shall be construed as giving any employee any
        right to be retained in the employ of the Company or any of its
        subsidiaries.

     D) Withholding Taxes - The Company shall have the right to deduct from all
        -----------------
        awards hereunder paid all taxes required by law to be withheld with
        respect to such awards.

     E) Funding of Plan - The Company shall not be required to establish any
        ---------------
        special or separate fund or to make any other segregation of assets to
        assure the payment of any award under the Plan.

7.   Effective Date of the Plan
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     The effective date of the Plan shall be November 28, 1983.
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