AMERICAN STANDARD COMPANIES INC
DEFERRED COMPENSATION PLAN
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<TYPE>EX-10.XVII
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<FILENAME>file008.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
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                                                              EXHIBIT (10)(xvii)

                        AMERICAN STANDARD COMPANIES INC.
                           DEFERRED COMPENSATION PLAN

                 (AS AMENDED AND RESTATED AS OF JANUARY 1, 2002)

  This document constitutes part of a Prospectus covering securities that have
                been registered under the Securities Act of 1993.

SECTION 1. PURPOSE

         The purpose of this American Standard Companies Inc. Deferred
Compensation Plan (the "Plan"), as amended as of January 1, 2002, is to provide
a select group of management or highly compensated employees of American
Standard Companies Inc. (the "Company") and its subsidiaries and certain members
of the Company's Board of Directors (the "Board") with the opportunity to defer
receipt of certain compensation, and for the Company to defer payment of certain
compensation to such individuals, into future years. The Plan covers employees
of the Company and subsidiaries of the Company which, with the consent of the
Company, elect to participate in the Plan (the "Employer").

SECTION 2. ELIGIBILITY

         Each employee of the Employer who is a U.S. taxpayer and who
participates in the Company's Long Term Incentive Compensation Plan is eligible
to participate in the Plan. In addition, all nonemployee members of the Board
are Participants. All those who are eligible to participate in the Plan are
considered to be Participants. The Plan Administrator shall provide a copy of
the Plan to each Participant together with a form of letter which the
Participant may use to notify the Company of his or her election to defer
compensation under the Plan.

SECTION 3. PARTICIPATION

         A. DEFERRAL ELECTION. On or before the date chosen from time to time by
the Plan Administrator, a Participant may elect to defer receipt of certain
forms of compensation which, but for such election, would have been paid to him
or her, and to have such amounts credited, in whole or in part, to a memorandum
account credited with a fixed annual return (the "Interest Account") and/or a
memorandum account deemed to be invested in notional Common Shares of

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the Company (the "Stock Account"). A Participant may elect to defer up to (i)
50% of base pay, (ii) 100% of payments under the Company's Annual Incentive
Plan, (iii) 100% of payments under the Company's Long Term Incentive
Compensation, (iv) 100% of fees and retainers to be paid to members of the
Company's Board, and (v) 100% of such other sources as are determined from time
to time by the Plan Administrator; provided, however, that the total amount
deferred by a Participant shall be limited in any calendar year, if necessary,
to satisfy Social Security Tax (including Medicare), income tax and employee
benefit plan withholding requirements as determined in the sole and absolute
discretion of the Plan Administrator.

         B. FORM AND DURATION OF DEFERRAL ELECTION. A deferral election shall be
made by a Participant in the form of a written notice filed on a designated form
with the Plan Administrator (the "Deferral Election"). The Deferral Election
shall specify the amount being deferred under that election and how much, if
any, of the deferral amount is going to each of the Interest Account and the
Stock Account. The minimum amount that each Participant may defer under the Plan
for each year shall be $5,000 (or such other amount as the Plan Administrator
shall determine from time to time). Any such election shall be effective solely
with respect to payments that would otherwise be made in the calendar year
following the year in which such election is filed, except that with respect to
individuals who first become Participants during a calendar year, such election
shall apply to compensation to be earned and paid in that calendar year. Such
deferral election shall remain in effect for future years until it is modified
or revoked. Any revocation or modification of a Deferral Election shall become
effective only with respect to compensation payable in the calendar year
following receipt of such revocation or modification by the Plan Administrator.

         C. RENEWAL. A Participant who has revoked an election to participate in
the Plan may file a new election to defer compensation payable in the calendar
year following the year in which such election is filed, if the Participant
continues to meet the Plan's eligibility criteria as are then in effect.

         D. DISCRETIONARY COMPANY CONTRIBUTIONS; CHANGE OF CONTROL. The Employer
may from time to time elect to make fully discretionary contributions
("Discretionary Company Contributions") to the Accounts of some or all
Participants, in such amounts and to such Accounts as it, in its sole
discretion, elects. Such Discretionary Company Contributions may be subject to a
vesting schedule, as determined by the Plan Administrator. Notwithstanding the

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vesting schedule, such amounts will become fully vested upon the occurrence of a
Change of Control, or upon the death or disability (as defined below) of the
Participant (while actively employed by the Employer as an employee or member of
the Board). "Change of Control" shall have the same meaning as set forth in the
American Standard Companies Inc. Stock Incentive Plan, as amended, or any
successor plan thereto.

         E. MATCHING CONTRIBUTIONS. The Employer may from time to time elect to
make fully discretionary matching contributions ("Matching Contributions") to
the Accounts of some or all Participants, in such amounts as it, in its sole
discretion, elects. Such Matching Contributions shall be fully vested at all
times.

SECTION 4. PARTICIPANT'S ACCOUNTS

         A. ESTABLISHMENT OF ACCOUNT. The Company shall maintain an Interest
Account and a Stock Account for each Participant, and shall make additions to
and subtractions from such Accounts as provided in this Plan. For each amount
credited to the Interest Account, such Account shall note the date the amount
was credited to the Account, any interest accrued pursuant to this Section 4, as
well as the date that distribution is to commence. For each amount credited to
the Stock Account, the Account shall note the date the amount was credited to
the Account, the number of notional shares credited on such date, the Market
Value per Share used to determine the notional shares credited, as well as the
date distribution is to commence.

         B. INTEREST ACCOUNT. Compensation allocated to the Interest Account
pursuant to this Section 4 shall be credited to such Account as of the date such
compensation would otherwise have been paid to the Participant, and for Matching
Contributions and Discretionary Company Contributions, as of the date on which
such amounts are credited to the Interest Account. Any amounts credited to the
Interest Account shall earn interest on an annual basis at the Applicable
Interest Rate in effect for each calendar year, as defined below, which interest
shall be credited on the last business day of each calendar month.

         The Applicable Interest Rate for amounts credited prior to January 1,
2002, shall mean the percentage equal to the prime rate of interest in effect at
Chase Manhattan Bank (or any successor thereto) on the last business day of the
previous calendar year, plus one percent.

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         For amounts credited to the Interest Account after December 31, 2001,
Applicable Interest Rate shall mean the rate of interest to be determined by the
Plan Administrator from time to time.

         C. STOCK ACCOUNT. Any compensation allocated to the Stock Account
pursuant to this Section 4 shall be deemed to be invested in a number of
notional Common Shares (including fractional shares) of the Company (the
"Shares") equal to the quotient of (i) the dollar amount of such compensation
divided by (ii) the Market Value Per Share (as defined below) on the date the
compensation being allocated to the Stock Account would otherwise have been
payable to the Participant. The Market Value Per Share on any date shall mean
the average of the high and low prices per share for a Common Share of the
Company as reported on the Consolidated Tape of the New York Stock Exchange on
such date. If such date is not a business day or if no sale occurs on such date,
Market Value Per Share shall be determined, in the manner described above, as of
the first preceding business day on which a sale occurs.

         Whenever a dividend other than a dividend payable in the form of the
Corporation's Common Shares is declared with respect to the Company's Common
Shares, the number of Shares in the Participant's Stock Account shall be
increased by the number of Shares determined by dividing (i) the product of (A)
the number of Shares in the Participant's Stock Account on the related dividend
record date and (B) the amount of any cash dividend declared by the Company on a
Common Share (or, in the case of any dividend distributable in property other
than Common Shares, the per share value of such dividend, as determined by the
Company for purposes of income tax reporting) by (ii) the Market Value Per Share
on the related dividend payment date. In the case of any dividend declared on
the Company's Common Shares which is payable in Common Shares, the Participant's
Stock Account shall be increased by the number of Shares equal to the product of
(i) the number of Shares credited to the Participant's Stock Account on the
related dividend record date and (ii) the number of shares of Common Shares
(including any fraction thereof) distributable as a dividend on a Common Share.

         In the event of any change in the number or kind of outstanding Common
Shares by reason of any recapitalization, reorganization, merger, consolidation,
stock split or any similar change affecting the Common Shares, other than a
stock dividend as provided above, the Administrator shall make an appropriate
adjustment in the number of Shares credited to each Participant's Stock Account.

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         (D) INVESTMENT ELECTIONS FOR DEFERRALS AND OTHER CONTRIBUTIONS. At the
time a Participant elects to defer compensation pursuant to Section 3(a), the
Participant shall designate in writing the portion of such compensation, stated
as a whole percentage, to be credited to the Interest Account and the portion to
be credited to the Stock Account. Any compensation to be credited to either
Account shall be rounded to the nearest whole cent. Such election shall also
designate the investment selection for Matching Contributions, if any. If a
Participant fails to designate how the deferrals and/or other contributions are
to be allocated between the two Accounts, 100% of such amounts shall be credited
to the Interest Account. Participants may not elect to transfer from the
Interest Account to the Stock Account, or vice versa. In addition, the Plan
Administrator will in all cases select the deemed investment option for
Discretionary Company Contributions, if any.

SECTION 5. DISTRIBUTIONS FROM THE ACCOUNTS

         A. DISTRIBUTION ELECTIONS. At the time a Participant makes a Deferral
Election with respect to a particular calendar year, such Participant shall also
file with the Plan Administrator a written election (a "Distribution Election")
with respect to the timing and manner of distribution of the aggregate amount,
if any, credited to the Interest Account and/or the Stock Account for that
year's deferrals and contributions. In all cases, the Plan Administrator will
determine the time and form of distributions with respect to Discretionary
Company Contributions, if any. A Distribution Election shall specify that a
distribution for that year's deferrals and Matching Contributions shall be made
in one of the following manners:

              (1)  Distributions to be made upon termination of employment (as
                   an employee of the Employer or as a member of the Board) or
                   disability. Disability, for this purpose, shall mean the
                   Participant's permanent inability to perform each and every
                   duty of his or her occupation or position of employment due
                   to illness or injury as determined in the sole and absolute
                   discretion of the Plan Administrator. The normal form of
                   distribution under this method will be installments paid over
                   10 years, but the Participant may elect instead to be paid in
                   annual installments over a period of less than 10 years, or
                   in the form of a lump sum. Distributions under this
                   methodology will commence the month immediately following

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                   the month in which the Participant terminates employment or
                   becomes disabled; or

              (2)  Distributions commence either one, two, or three years
                   following termination of employment (as an employee of the
                   Employer or as a member of the Board) or disability (as
                   defined above). The normal form of distribution under this
                   method will be installments paid over 10 years, but the
                   Participant may elect instead to be paid in annual
                   installments over a period of less than 10 years, or in the
                   form of a lump sum. Distributions under this methodology will
                   commence in February of the selected calendar year; or

              (3)  Distributions to be made at scheduled dates while still
                   employed or while still a member of the Board. Under this
                   methodology, the Participant may elect to defer receipt until
                   a year which is at least two years following the calendar
                   year in which the deferrals or contributions are being made.
                   The normal form of distribution under this methodology will
                   be a lump sum, but the Participant may elect instead to be
                   paid in installments over two, three, four or five years.
                   Distributions under this methodology will commence in
                   February of the selected calendar year. In the event that a
                   Participant becomes disabled (as defined above) or terminates
                   employment (as an employee or a member of the Board) prior to
                   commencement of a scheduled withdrawal under this
                   methodology, then such withdrawal shall commence in the month
                   immediately following such disability or termination of
                   employment in the form selected by the Participant for
                   in-service distributions. In the event that a Participant
                   becomes disabled (as defined above) or terminates employment
                   (as an employee or a member of the Board) after commencement
                   of a scheduled withdrawal under this methodology for a given
                   year's deferrals and Matching Contributions, then that year's
                   deferrals and Matching Contributions will continue to be
                   distributed in the form selected.

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         B. AMENDMENT OF DISTRIBUTION ELECTION. A Participant may change a
Distribution Election applicable to a particular year's deferrals and Matching
Contributions upon written notice filed with the Plan Administrator up to two
times, subject to the following limitations:

              (1)  No election to change the method and/or timing of any
                   distribution may accelerate the time at which payment of
                   amounts previously deferred would otherwise have been paid;

              (2)  No election to change the method and/or timing of any
                   distribution shall be effective unless at least one full
                   calendar year elapses between:

                   (a)  the date as of which such election is so filed, and

                   (b)  the date as of which a distribution would otherwise have
                        commenced.

         C. PAYMENT UPON DEATH. Notwithstanding anything else herein to the
contrary, if a Participant shall die before payment of all amounts credited to
such Participant's Accounts have been completed, the total remaining balance in
such Accounts shall be paid in a single lump sum to the Participant's designated
beneficiary or, if no beneficiary has been designated, to his or her estate,
within thirty (30) days after the Plan Administrator receives notice of the
Participant's death.

         D. VALUATION ON DISTRIBUTION. Distributions from the Stock Account
shall be paid in Common Shares, unless otherwise determined by the Plan
Administrator in its sole discretion. In the event of a distribution from the
Stock Account to be paid in Common Shares, the number of Common Shares payable
shall be equal to the number of whole Shares subject to such distribution. Any
fractional Shares will be settled in cash. The Stock Account will be valued for
tax withholding purposes, as well as all other purposes (including, but not
limited to, settlement of the Stock Account (in whole or in part) in cash),
based on the Market Value Per Share on the last business day of the calendar
month prior to the date as of which distribution is to be made. Distributions
from the Interest Account will be valued as of the last business day of the
calendar month prior to the date as of which distribution is to be made.

         E. INTEREST ACCOUNT INSTALLMENT PAYMENTS. Where a Participant elects to
receive a distribution in annual installments, the amount of each installment
payment from the Interest Account shall be equal to the product of (i) the
balance credited to such Interest Account (which is subject to the particular
installment election) on the last business day of the calendar month

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prior to the date as of which such payment is to be made, and (ii) a fraction,
the numerator of which is one (1) and the denominator of which is the total
number of installments remaining to be paid at that time.

         F. STOCK ACCOUNT INSTALLMENT PAYMENTS. Where a Participant elects to
receive the distribution in annual installments, the number of Shares subject to
such annual installment payment from the Stock Account shall be equal to the
product of (i) the number of Shares credited to such Stock Account on the date
of such payment which is subject to the particular installment election, and
(ii) a fraction, the numerator of which is one (1) and the denominator of which
is the total number of installments remaining to be paid at that time.

SECTION 6. HARDSHIP AND UNSCHEDULED IN-SERVICE DISTRIBUTIONS

         A. HARDSHIP DISTRIBUTIONS. A Participant shall be permitted to elect a
Hardship Distribution from his or her vested Accounts at any time, subject to
the following. Discretionary Company Contributions are not available for a
Hardship Distribution, unless otherwise determined by the Plan Administrator in
its sole discretion. The election to take a Hardship Distribution shall be made
by filing a form provided by and filed with the Plan Administrator prior to the
end of any calendar month. The Plan Administrator shall determine whether the
requested distribution constitutes a Hardship Distribution as defined below. The
amount determined by the Plan Administrator as a Hardship Distribution shall be
paid in a single payment as soon as practicable after the end of the calendar
month in which the Hardship Distribution election is made and approved by the
Plan Administrator. If a Participant receives a Hardship Distribution, the
Participant will be ineligible to participate in the Plan for the balance of
that calendar year. The Plan Administrator will in its sole discretion determine
the Account or Accounts from which to debit the amount of the distribution.

         For this purpose, Hardship Distribution shall mean a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of his or her dependent (as defined in Section
152(a) of the Internal Revenue Code of 1986, as amended), loss of a
Participant's property due to casualty, or other similar or extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. The circumstances that would constitute an unforeseeable
emergency will depend upon the facts of each case, but, in any case, a Hardship
Distribution may not be made to the extent that such

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hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, or (ii) by liquidation of the Participant's assets, to
the extent the liquidation of assets would not itself cause severe financial
hardship. In all instances, the Plan Administrator will have sole discretion to
determine whether a valid hardship exists for this purpose.

         B. UNSCHEDULED IN-SERVICE DISTRIBUTIONS. A Participant shall be
permitted to elect an Unscheduled In-Service Distribution from his or her vested
Accounts at any time, subject to the following. Discretionary Company
Contributions are not available for an Unscheduled In-Service Distribution. The
election to take an Unscheduled In-Service Distribution shall be made by filing
a form provided by and filed with the Plan Administrator prior to the end of any
calendar month. The amount of the Unscheduled In-Service Distribution shall be
the amount selected by the Participant, up to a maximum of 90% of his vested
Account balance. The amount described herein shall be paid in a single payment
as soon as practicable after the end of the calendar month in which the
Unscheduled In-Service Distribution election is made. If a Participant requests
an Unscheduled In-Service Distribution of some or all of his or her vested
Account, such Participant shall permanently forfeit 10% of the gross amount to
be distributed from the Participant's Account, and the Company shall have no
obligation to the Participant or his or her Beneficiary with respect to such
forfeited amount. If a Participant receives an Unscheduled In-Service
Distribution of either all or a part of his or her Account, then the Participant
will be ineligible to participate in the Plan for the balance of the calendar
year. The Plan Administrator will in its sole discretion determine the Account
or Accounts from which to debit the amount of the distribution.

SECTION 7. DESIGNATION OF BENEFICIARIES A Participant may designate a
beneficiary or beneficiaries (which may be an entity other than a natural
person) to receive payments to be made following such Participant's death. At
any time, and from time to time, any such designation may be changed or canceled
by the Participant without the consent of the beneficiary. Any such designation,
change or cancellation must be made by written notice filed with the Plan
Administrator. If a Participant designates more than one beneficiary, any
payments to such beneficiaries shall be made in equal amounts unless the
Participant has designated otherwise, in which case the payments shall be made
as designated by the Participant. If no beneficiary is named by the Participant,
or if a beneficiary has been designated and such

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designation has been canceled, payment shall be made to the Participant's
estate. Notwithstanding the above, if a Participant has designated his or her
spouse as beneficiary, and subsequent to such designation becomes divorced from
such spouse, then the designation previously filed will be deemed revoked as to
such former spouse, unless specifically reaffirmed in writing by the Participant
subsequent to the date of divorce.

SECTION 8. AMENDMENT AND TERMINATION The Board of Directors of the Company may
amend or terminate the Plan at any time; provided, however, that, no such
amendment or termination shall impair the rights of a Participant with respect
to amounts then credited to his Account under the Plan, and further provided,
however, that no amendment or termination may be effected with respect to a
Participant prior to the end of two years following a Change of Control, except
with the written consent of such an affected Participant.

SECTION 9. ADMINISTRATION The Plan shall be administered by a committee
appointed by the Board (the "Plan Administrator"). The initial members of the
committee are the Company's Senior Vice President of Human Resources, the
Company's Vice President of Compensation, the Company's Treasurer, and the
Company's executive compensation and employee benefits counsel. In addition to
such functions and responsibilities specifically reserved to the Plan
Administrator under the Plan, the Plan Administrator shall have full power and
authority, subject to the provisions of the Plan, to construe and interpret and
carry out the terms of the Plan, and to exercise discretion where necessary or
appropriate in the interpretation of the Plan, and all decisions by the Plan
Administrator shall be final and binding on all affected parties. In addition to
such powers, the Plan Administrator has the authority to modify eligibility
criteria for the Plan, to select or change investment options under the Plan, to
appoint and replace the trustee of the grantor trust to be established
hereunder, to establish rules and regulations for efficient plan administration,
to employ and rely upon advisers, and shall have such other powers, duties and
responsibilities as are customary for plans such as the Plan, all as determined
by the Plan Administrator.

SECTION 10. MISCELLANEOUS

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         A. UNFUNDED PLAN. The Employer shall not be obligated to fund its
liabilities under the Plan, the Accounts established for each Participant
electing deferment shall not constitute a trust, and a Participant shall have no
claim against the Company or its assets other than as an unsecured general
creditor. Without limiting the generality of the foregoing, the Participant's
claim at any time shall be for the amount credited to such Participant's
Accounts at such time. Notwithstanding the foregoing, the Company will establish
a grantor trust to assist it in meeting its obligations hereunder, which grantor
trust may be funded by the Company at such levels as it determines from time to
time; provided, however, that in no event shall any Participant have any
interest in such trust or property other than that of an unsecured general
creditor of the Company. Notwithstanding the above, upon the occurrence of a
Change of Control, the Company will immediately contribute to such grantor trust
such amounts of cash and Company stock as are necessary to satisfy all claims
for benefits under the Plan, on an assumed termination basis at such date.

         B. NON-ALIENATION. The right of a Participant to receive a distribution
of the value of such Participant's Account payable pursuant to the Plan shall
not be subject to assignment, alienation, attachment, garnishment or other
similar process.

         C. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Plan shall be
construed to give any Participant the right to continued employment by the
Employer, nor shall it limit the Employer's ability to affect the terms and
conditions of a Participant's employment with the Employer.

         D. GOVERNING LAW. This Plan and all rights and obligations hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware, to the extent such laws are not superseded by federal law. The Plan is
intended to be a nonqualified deferred compensation plan maintained for a select
group of management or highly compensated individuals. As such, it is generally
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). While ERISA generally applies to the Plan, Parts 2
(Participation and Vesting), 3 (Funding), and 4 (Fiduciary Responsibility) of
Title I of ERISA do not apply. Part 5 (Administration and Enforcement) applies,
and the Part 1 (Reporting and Disclosure) requirements apply to the Plan, but
only on a limited basis.

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         E. WITHHOLDING. The Company may withhold from any amounts payable
hereunder, whether in cash or shares, such federal, state or local taxes as may
be deemed required to be withheld pursuant to applicable law or regulations.

         F. COMPLIANCE. A Participant shall have no right to receive payment (in
any form) with respect to his or her Accounts until legal and contractual
obligations of the Employer relating to the making of such payments shall have
been complied with in full. In addition, the Plan Administrator shall impose
such restrictions, limitations, rules and regulations as it may deem advisable
in order to comply with the applicable federal securities laws, the requirements
of the New York Stock Exchange or any other applicable stock exchange or
automated quotation system, any applicable state securities laws, any provision
of the Company's Certificate of Incorporation or Bylaws, or any other law,
regulation, rule, or binding contract to which the Company or the Employer is
subject.

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