0000950123-03-000999 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • February 7th, 2003 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

AMENDMENT NO. 2, dated as of February 6, 2003 (“Amendment No. 2”), to Rights Agreement, dated as of January 5, 1995, as amended by Amendment No. 1 thereto, dated as of January 13, 2003 (the “Rights Agreement”), between American Standard Companies Inc., a Delaware corporation (the “Company”), and The Bank of New York (the “Rights Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms as in the Rights Agreement.

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AGREEMENT
Rights Agreement Amendment • February 7th, 2003 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

This Agreement, dated as of January 13, 2003 (the “Amendment”), between American Standard Companies Inc. (the “Company”), The Bank of New York (“BONY”) and Citibank, N.A. (“Citibank”) amends the Rights Agreement, dated as of January 5, 1995 (the “Rights Agreement”), between the Company and Citibank.

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