AMERICAN STANDARD INC. AND SUBSIDIARIES
               1994-1995 SUPPLEMENTAL INCENTIVE COMPENSATION PLAN
                     (as amended through February 3, 1995)

Plan Period

The Plan Period shall be May 1, 1994 through December 31, 1995.

Participants

Plan  Participants  shall be employees of the Corporation and its  subsidiaries,
domestic and foreign, in the following participation categories:

         -  elected officers of the Corporation ("Officer Participants");

          - non-officer  Executive Level employees  ("Executive  Participants");
     and

         - Up to 500 non-executive Management Level employees who are designated
as Participants by the Officer Participants ("Management Participants").

Plan Award Opportunities and Forms of Awards

Plan Award  Opportunities and forms of Awards will be as set forth in Schedule A
(for Officer Participants), Schedule B (for Executive Participants) and Schedule
C (for Management Participants).

Plan Award Targets

Each Participant shall receive a Plan Award,  prorated as provided below,  equal
to  50%  of  his  Plan  Award   Opportunity  as  soon  as  practicable  after  a
determination  that the  Corporation's  consolidated  1995 management  reporting
operating  earnings  before  interest and taxes ("1995  OEBIT") is at least $470
million.  Such Plan Award shall be increased to up to 100% of the  Participant's
Plan  Award  Opportunity  if 1995  OEBIT is at least  $515  million,  with  such
increase to be  graduated to reflect a 1995 OEBIT  falling  between $470 million
and $515 million.

Forfeitures and Prorations

If a Participant's  employment  terminates for any reason other than retirement,
death or disability  before December 31, 1995, such Participant shall receive no
Award under the Plan.

Provided a Participant's participation in the Plan shall have been for a minimum
of fifty-two  weeks,  if a  Participant's  participation  commenced after May 1,
1994, and/or if a Participant's  participation ends before December 31, 1995 due
to  retirement,  death or  disability,  such  Participant's  Plan Award shall be
prorated based on the number of full or partial weeks of  participation  divided
by 86 weeks.







If a Participant's participation category changes during the Plan Period, his or
her Plan Award shall be prorated  between the Plan Award  amount that would have
been  received  for  participation  for the entire  Plan  Period in the  earlier
participation  category and the Plan Award amount that would have been  received
for  participation  for  the  entire  Plan  Period  in the  later  participation
category,  based on the number of weeks of participation  in each  participation
category over a total of 86 weeks.

Plan Awards in Stock

Any shares of American  Standard  Companies  Inc.  common  stock  issued as Plan
Awards  shall  be  issued  to  and  governed  by the  Trust  Agreement  for  the
American-Standard  Long-Term and 1994- 1995 Supplemental  Incentive Compensation
Plans.

Plan Awards in Cash

There shall be deducted  from the cash  portion of any Plan Awards such  payroll
withholdings as the Corporation deems necessary.

Treatment of Plan Awards

Plan Awards will not be treated as compensation for purposes of the Savings Plan
of  American  Standard  Inc.  and  Participating   Subsidiary   Companies,   the
American-Standard  Employee Stock  Ownership Plan or any other benefits based on
compensation.


Administration of Plan

Except with respect to the  designation  of Management  Participants,  this Plan
will be  administered  by the Management  Development  Committee of the Board of
Directors or the delegate of said Committee.

The Board, upon recommendation of the Management  Development  Committee,  shall
have the right to amend, suspend, or terminate the Plan at any time; however, no
such action of the Board shall diminish, reduce, alter or impair a Participant's
rights  assigned  to him  before  the  date of such  amendment,  suspension,  or
termination of the Plan without the consent of such Participant.

Other Provisions

Participation  in the Plan  shall not  affect  the right of the  Company  or any
affiliate thereof at any time to terminate the employment of any Participant. No
interest in this Plan shall be assignable or  transferable  except to the extent
provided  in  the  Trust  Agreement  for  the  American-Standard  Long-Term  and
1994-1995 Supplemental Incentive Compensation Plans.