WYNNS INTERNATIONAL INC, DEF 14A, 1997-03-24

WYNNS INTERNATIONAL INC
DEF 14A, 1997-03-24
GASKETS, PACKG & SEALG DEVICES & RUBBER & PLASTICS HOSE

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

[Amendment No. ]
-----------

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

WYNN'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-111 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------
2) Form Schedule or Registration Statement No.:
-----------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
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<PAGE>
WYNN'S INTERNATIONAL, INC.

500 NORTH STATE COLLEGE BOULEVARD, SUITE 700
ORANGE, CALIFORNIA 92868

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 7, 1997

The Annual Meeting of Stockholders of Wynn's International, Inc., a Delaware
corporation (the "Company"), will be held at 500 North State College Boulevard,
Suite 700, Orange, California, on May 7, 1997, at 9:00 A.M., local time, to
consider and vote on the following matters described in the attached Proxy
Statement:

1. The election of three directors for three-year terms ending in 2000;

2. The approval of an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of the
Company's Common Stock from 20,000,000 to 40,000,000;

3. The approval of an amendment to the Company's Stock-Based Incentive
Award Plan to increase the number of shares available for grant from
1,096,875 shares to 1,246,875 shares;

4. The approval of an amendment to the Company's Stock-Based Incentive
Award Plan to limit the number of shares which may be covered by stock
options and stock appreciation rights that are granted to an individual
during any calendar year;

5. The approval of Ernst & Young LLP as independent auditors of the Company
for the fiscal year ending December 31, 1997; and

6. The transaction of such other business as may properly come before the
meeting, or any adjournments thereof.

The Board of Directors has fixed March 14, 1997 as the record date for the
meeting, and only holders of Common Stock of record at the close of business on
that date are entitled to receive notice of and vote at the meeting. Each
stockholder is requested to execute the enclosed proxy card and to return it
without delay in the enclosed postage-paid envelope. Any stockholder attending
the meeting may withdraw his or her proxy and vote personally on each matter
brought before the meeting.

By Order of the Board of Directors

[SIGNATURE]

Gregg M. Gibbons

Secretary

Orange, California
March 24, 1997
<PAGE>
WYNN'S INTERNATIONAL, INC.

--------------

PROXY STATEMENT

This Proxy Statement is furnished to stockholders of Wynn's International,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors of proxies to be voted at the Annual
Meeting of Stockholders to be held on May 7, 1997, at 9:00 A.M., local time, and
at any and all adjournments thereof. The executive offices of the Company are
located at 500 North State College Boulevard, Suite 700, Orange, California
92868. This Proxy Statement and accompanying proxy are first being mailed to
stockholders on or about March 24, 1997.

PROXY PROCEDURES

The four persons named in the enclosed proxy have been selected by the Board
of Directors to vote shares represented by valid proxies. These individuals have
indicated that, unless otherwise specified in the proxy, they intend to vote (i)
to elect as directors the nominees listed below; (ii) to approve an amendment to
the Company's Certificate of Incorporation to increase the number of authorized
shares of the Company's Common Stock from 20,000,000 to 40,000,000; (iii) to
approve an increase in the number of shares available for grant under the
Company's Stock-Based Incentive Award Plan (the "Stock Plan") from 1,096,875
shares to 1,246,875 shares; (iv) to approve an amendment to the Stock Plan to
limit the number of shares which may be covered by stock options and stock
appreciation rights that are granted to an individual during any calendar year;
and (v) to approve Ernst & Young LLP as independent auditors of the Company for
the fiscal year ending December 31, 1997. The Company has no knowledge of any
other matters to be presented at the meeting. In the event other matters do
properly come before the meeting, the persons named in the proxy will vote on
such matters in accordance with their judgment.

Any person executing a proxy may revoke it at any time prior to its exercise
by filing with the Secretary of the Company a written revocation of the proxy or
a duly executed proxy bearing a later date. The powers of the proxy holders also
will be suspended in the event the person executing the proxy is present at the
meeting, or any adjournment thereof, and elects to vote in person.

The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, some of the Company's directors, officers and
regular employees, without extra remuneration, may conduct additional
solicitation by telephone and personal interview.

The 1996 Annual Report to Stockholders, which includes financial statements
for the year ended December 31, 1996, accompanies this Proxy Statement. The
Annual Report does not constitute a part of the proxy materials.

As of the close of business on March 12, 1997, there were outstanding
13,714,717 shares of Common Stock. The Company has only one class of equity
securities outstanding. Each share of Common Stock is entitled to one vote. The
Board of Directors has set the close of business on March 14, 1997 as the record
date for determining those stockholders entitled to vote at the Annual Meeting.

The Company effected a three-for-two stock split to stockholders of record
in December 1996. All references in this Proxy Statement to numbers of shares of
Common Stock reflect such stock split.

Votes cast by proxy or in person at the Annual Meeting will be counted by
the person appointed by the Company to act as the Inspector of Elections for the
meeting. The Inspector of Elections will treat shares represented by proxies
that reflect abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum and for purposes of determining
the outcome of any matter submitted to the stockholders for a vote. Abstentions,
however, do not constitute a vote "for" or "against" any matter and thus will be
disregarded in the calculation of a plurality or of "votes cast."

The Inspector of Elections will treat shares referred to as "broker
non-votes" (shares held by brokers or nominees over which the broker or nominee
lacks discretionary power to vote and for which the broker
<PAGE>
or nominee has not received specific voting instructions from the beneficial
owner) as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, for purposes of determining the
outcome of any matter as to which the broker or nominee has physically indicated
on the proxy that it does not have discretionary authority to vote, those shares
will be treated as not present and not entitled to vote with respect to that
matter (even though those shares are considered entitled to vote for quorum
purposes and may be entitled to vote on other matters).

Any unmarked proxies, including those submitted by brokers or nominees, will
be voted as indicated in the accompanying proxy card (i.e., as a vote FOR the
proposals discussed in this Proxy Statement).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except where the footnotes indicate otherwise, the following table sets
forth information as of March 12, 1997 as to shares of the Company's Common
Stock held by persons known to the Company to be the beneficial owners of more
than 5% of the Company's Common Stock based upon information received from such
persons:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED (1)
- ----------------------------------- ------------------ ---------------------------
<S> <C> <C>
Mario J. Gabelli .................. 3,206,722(2) 23.4
One Corporate Center
Rye, New York 10580

FMR Corp. ......................... 982,125(3) 7.2
82 Devonshire Street
Boston, Massachusetts 02109

Shufro, Rose & Ehrman ............. 938,979(4) 6.8
745 Fifth Avenue
New York, New York 10151

James Carroll ..................... 923,137(5) 6.6
P.O. Box 14143
Orange, California 92863

Wynn Foundation ................... 818,146 6.0
P.O. Box 14143
Orange, California 92863
</TABLE>

- ------------------------

(1) Any securities not outstanding which are subject to options exercisable
within 60 days of March 12, 1997 are deemed outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by any
person holding such securities but are not deemed outstanding for the
purpose of computing the percentage of the class owned by any other person.

(2) Mr. Gabelli has reported that these shares are owned by various entities
engaged primarily in providing investment advisory services for their
clients, that Mr. Gabelli directly or indirectly controls and acts as chief
investment officer for such entities, and that he or they have sole voting
power with respect to 3,112,035 shares, sole dispositive power with respect
to 3,206,722 shares and no voting power with respect to 94,687 shares.
Except for 87,000 shares owned by Gabelli Performance Partnership, 36,000
shares owned by Gabelli International Limited II and 1,350 shares owned by
Mr. Gabelli personally, Mr. Gabelli disclaims any economic interest in the
above reported shares. The share information reflected is based on Mr.
Gabelli's Schedule 13D for the year ended December 31, 1996 and a Form 4
filed for the month of January 1997.

(3) Includes shares beneficially owned by Fidelity Management & Research Company
and Fidelity Management Trust Company, each a wholly-owned subsidiary of FMR
Corp. FMR has sole voting

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<PAGE>
power with respect to 311,550 shares only. It has sole dispositive power
with respect to all 982,125 shares. The share information reflected is based
on the Schedule 13G filed by FMR Corp. for the year ended December 31, 1996.

(4) Shufro, Rose & Ehrman has sole voting power with respect to 106,175 shares
only. It has sole dispositive power with respect to all 938,979 shares. The
share information reflected is based on telephonic confirmation with a
representative of Shufro, Rose & Ehrman on February 19, 1997.

(5) Includes 364,500 shares purchasable within 60 days of March 12, 1997 upon
the exercise of stock options. Excludes 55,566 shares owned by members of
Mr. Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.

The following table sets forth information as of March 12, 1997 with respect
to shares of the Company's Common Stock owned by each director of the Company,
by each executive officer listed in the Summary Compensation Table and by all
directors and executive officers as a group.

<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (1) BENEFICIALLY OWNED (2)
- --------------------------------------------- ---------------------- ----------------------
<S> <C> <C>
James Carroll................................ 923,137(3) 6.6
Barton Beek.................................. 9,000(4) *
Wesley E. Bellwood........................... 12,487(5)(6) *
John D. Borie................................ 10,800(5)(6) *
Bryan L. Herrmann............................ 8,100(7) *
Robert H. Hood, Jr........................... 8,100(8) *
Richard L. Nelson............................ 8,100(9) *
James D. Woods............................... 7,425(10) *
John W. Huber................................ 71,529(11) *
Seymour A. Schlosser......................... 104,890(12) *
Gregg M. Gibbons............................. 126,568(13) *
All directors and executive officers as a
group (11 persons)......................... 1,290,136(14) 9.0
</TABLE>

- ------------------------

* Less than one percent.

(1) Subject to applicable community property and similar statutes, the persons
listed as beneficial owners of the shares have sole voting and investment
power with respect to such shares.

(2) Any securities not outstanding which are subject to options exercisable
within 60 days of March 12, 1997 are deemed outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by any
person holding such securities, but are not deemed outstanding for the
purpose of computing the percentage of the class owned by any other person.

(3) Includes 364,500 shares purchasable within 60 days of March 12, 1997 upon
the exercise of stock options. Excludes 55,566 shares owned by members of
Mr. Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.

(4) Includes 5,625 shares purchasable within 60 days of March 12, 1997 upon the
exercise of stock options.

(5) Excludes 818,146 shares owned by the Wynn Foundation, of which Mr. Bellwood
and Mr. Borie are Trustees. See the table on page 2.

(6) Includes 4,050 shares purchasable within 60 days of March 12, 1997 upon the
exercise of stock options.

(7) Includes 5,850 shares purchasable within 60 days of March 12, 1997 upon the
exercise of stock options.

3
<PAGE>
(8) Includes 2,700 shares purchasable within 60 days of March 12, 1997 upon the
exercise of stock options.

(9) Includes 3,600 shares purchasable within 60 days of March 12, 1997 upon the
exercise of stock options.

(10) Includes 2,925 shares purchasable within 60 days of March 12, 1997 upon the
exercise of stock options.

(11) Includes 50,961 shares purchasable within 60 days of March 12, 1997 upon
the exercise of stock options.

(12) Includes 96,523 shares purchasable within 60 days of March 12, 1997 upon
the exercise of stock options.

(13) Includes 77,024 shares purchasable within 60 days of March 12, 1997 upon
the exercise of stock options.

(14) Includes 617,808 shares purchasable within 60 days of March 12, 1997 upon
the exercise of stock options.

4
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS

The Company's Board of Directors consists of that number of directors as may
be determined by the Board of Directors. Currently there are eight directors.
The Board of Directors is divided into three classes, two of the classes having
three directors and the other class having two directors, and only one class
being elected each year. In 1997, three directors are to be elected for a term
of three years or until the election and qualification of their respective
successors. For the purpose of electing directors, each stockholder is entitled
to one vote per share for each of the three directors to be elected. The
candidates receiving the highest number of votes will be elected.

The nominees for election are: Wesley E. Bellwood, John D. Borie and James
D. Woods. Each nominee is presently a member of the Company's Board of Directors
and was elected to his present term of office at a prior annual meeting of
stockholders of the Company.

Each of the nominees has consented to be named as a nominee in this Proxy
Statement and has indicated that he is willing and able to serve as a director
if elected. If any nominee named herein becomes unavailable for any reason, the
persons named in the proxy will vote for the election of such other person as
the Board of Directors may propose to replace such nominee.

The information set forth below as to each nominee has been furnished by the
nominee.

NOMINEES FOR ELECTION AS DIRECTORS TO SERVE THREE-YEAR TERMS

<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
- ------------------- --- --------------------------------------------- --------

<S> <C> <C> <C>
Wesley E. Bellwood 73 Chairman Emeritus of the Board of the Company 1955
(December 1996-present); Chairman of the
Board of the Company (1984-December 1996);
Chairman of the Board and Chief Executive
Officer of the Company (1982-1984); President
and Chief Executive Officer of the Company
(1973-1982); a director of Source Capital,
Inc.; a Director and member of the Executive
Committee and Audit Committee.

John D. Borie 71 Vice President-Corporate Affairs and General 1982
Counsel of the Company (1973-1986); a
Director and member of the Executive
Committee and Audit Committee.

James D. Woods 65 Chairman Emeritus and Consultant for Baker 1990
Hughes Incorporated (1997-present) (oil field
services and process technologies); Chairman
of the Board and Chief Executive Officer of
Baker Hughes Incorporated (1987-1996);
director of The Kroger Co. and Varco
International, Inc.; a Director and Chairman
of the Compensation Committee and Stock
Awards Committee.
</TABLE>

5
<PAGE>
Set forth below is information concerning each of the other five directors
of the Company whose three-year terms of office will continue after the 1997
Annual Meeting of Stockholders.

DIRECTORS WHOSE TERMS EXPIRE IN MAY 1999

<S> <C> <C> <C>
Barton Beek 73 Of Counsel, O'Melveny & Myers LLP (February 1993
1994-present) (law firm); Partner, O'Melveny
& Myers LLP (1962-January 1994); a director
of JMC Group, Inc.; a Director and member of
the Compensation Committee.

James Carroll 67 Chairman and Chief Executive Officer 1988
(December 1996-present); President and Chief
Executive Officer of the Company
(1988-December 1996); a Director and Chairman
of the Executive Committee.
</TABLE>

DIRECTORS WHOSE TERMS EXPIRE IN MAY 1998

<S> <C> <C> <C>
Bryan L. Herrmann 61 Chairman, Base Camp 9 Corp. (1990-present) 1975
(recreational equipment); General Partner,
MOKG 1984 Investment Partners Ltd.
(1984-1996) (investment banking); Chairman
and Chief Executive Officer, Spaulding
Composites Company (1992-1994) (industrial
composite materials); director of Angelus
Mortgage Investment Trust; a Director and
member of the Compensation Committee and
Stock Awards Committee.

Robert H. Hood, Jr. 64 President, Douglas Aircraft Company 1993
(1989-1996) (aircraft manufacturing);
President, McDonnell Douglas Missile Systems,
Inc. (1988-1989) (defense contractor); a
Director and member of the Compensation
Committee and Stock Awards Committee.

Richard L. Nelson 67 Independent business consultant 1994
(1983-present); Partner, Ernst & Young LLP
(1969-1983); a Director and Chairman of the
Audit Committee.
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director Barton Beek currently is of counsel to O'Melveny & Myers LLP, a law
firm which the Company retained during 1996 and proposes to retain in 1997 to
handle various legal matters on behalf of the Company.

6
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

COMPENSATION OF DIRECTORS

During 1996, the Company compensated each director, except Mr. Bellwood and
Mr. Carroll, for his services by payment of a quarterly retainer of $4,000, a
fee of $2,000 for each Board of Directors meeting attended, and a fee of $1,000
for attending each meeting of the Audit or Compensation Committee on which he
served. No separate fee was paid to Stock Awards Committee members for attending
its sole 1996 meeting.

In 1996, Mr. Bellwood received a monthly retainer fee of $6,333 for his
continuing services as Chairman of the Board, a fee of $2,000 for each Board
meeting attended, and a fee of $1,000 for each Audit Committee meeting attended.
During 1996, Mr. Bellwood was reimbursed for automotive-related expenses of
$496, supplemental medical expenses of $4,609 and tax preparation charges of
$3,000, and continued to participate in the Company's group health plans. In
December 1996, the Board of Directors approved the continuation of Mr.
Bellwood's present compensation arrangement until the earlier of December 31,
1998 or the date Mr. Bellwood ceases to be a director of the Company.

Directors who are not employees of the Company participate in the
Non-Employee Directors' Stock Option Plan (the "Directors' Plan"), which became
effective in 1994. Upon their initial election to the Board, non-employee
directors receive options to purchase 4,500 shares of Common Stock. Upon
reelection to the Board, a non-employee director receives an option to purchase
2,250 shares of Common Stock. All options under the Directors' Plan (i) are
nonqualified stock options, (ii) are granted with an exercise price equal to the
closing market price on the date of grant, (iii) are granted for a period of ten
years, and (iv) vest at the rate of 70% on the first anniversary date of the
grant and 10% on each of the second, third and fourth anniversary dates of
grant. Directors who are employees of the Company are not paid any fees or
additional remuneration for serving as a member of the Board or any of its
Committees. Therefore, Mr. Carroll did not receive any such fees or remuneration
during 1996.

COMMITTEES OF THE BOARD

The Board of Directors has an Audit Committee consisting of Richard L.
Nelson, Wesley E. Bellwood and John D. Borie. The Audit Committee has
responsibility for consulting with the Company's officers regarding the
appointment of independent public accountants as auditors of the Company,
discussing the scope of the auditors' examination and reviewing the annual
financial statements and accounting policies of the Company. The Audit Committee
met two times during 1996.

The Board of Directors has an Executive Committee consisting of James
Carroll, Wesley E. Bellwood and John D. Borie. The Executive Committee has all
the power and authority of the Board of Directors, except the power and
authority to: (i) amend the Certificate of Incorporation or Bylaws of the
Company; (ii) adopt an agreement of merger or consolidation or recommend to
stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets; (iii) recommend to stockholders a dissolution of
the Company or a revocation of the dissolution; and (iv) declare a dividend or
authorize the issuance of stock of the Company unless expressly authorized by a
resolution of the Board of Directors. The Executive Committee did not meet
during 1996.

The Company does not have a Nominating Committee. The Board of Directors
normally designates Committee members at the organizational meeting of the Board
following the Annual Meeting of Stockholders.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors has a Compensation Committee consisting of James D.
Woods, Barton Beek, Bryan L. Herrmann and Robert H. Hood, Jr. Mr. Beek is of
counsel to O'Melveny & Myers LLP, a law

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<PAGE>
firm which the Company retains regularly to handle a variety of legal matters.
The Compensation Committee has responsibility for recommending the cash
compensation of the officers of the Company. Prior to the Board's establishment
of the Stock Awards Committee in December 1996, the Compensation Committee had
the authority to grant stock options, stock appreciation rights, restricted
stock awards and performance share awards to eligible employees of the Company.
The Compensation Committee met twice during 1996.

In December 1996, the Board of Directors established a Stock Awards
Committee, and authorized it to grant stock options, stock appreciation rights,
restricted stock awards and performance share awards to eligible employees of
the Company. The Stock Awards Committee is a subcommittee of the Compensation
Committee and is intended to consist entirely of Non-Employee Directors within
the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended, and Outside Directors within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended. The present members are James D.
Woods, Bryan L. Herrmann and Robert H. Hood, Jr. The Stock Awards Committee met
once during 1996.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

During 1996, the Board of Directors met five times. No director attended
fewer than 75% of the aggregate number of meetings held by the Board of
Directors and the Committees of the Board of Directors on which he served.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
AWARDS
ANNUAL ----------------------------
COMPENSATION RESTRICTED SECURITIES
------------------ STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS AWARD(S) OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($)(A) ($)(A) ($) (#) ($)(B)
- --------------------------------- ---- -------- -------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
James Carroll 1996 $515,000 $515,000 $ 151,825(D) -0- $ 3,750
Chairman and 1995 $475,000 $475,000 -0- -0- $ 3,750
Chief Executive Officer (C) 1994 $440,000 $440,000 -0- -0- $ 3,750

John W. Huber 1996 $226,000 $226,000 -0- 15,000 $ 3,750
President and Chief 1995 $210,000 $210,000 -0- 6,750 $ 3,750
Operating Officer (E) 1994 $192,000 $192,000 -0- 16,875 $ 3,750

Seymour A. Schlosser 1996 $216,500 $216,500 -0- -0- $ 3,750
Vice President-Finance 1995 $200,000 $200,000 -0- 6,750 $ 3,750
and Chief Financial Officer 1994 $182,000 $182,000 -0- 16,875 $ 3,750

Gregg M. Gibbons 1996 $211,000 $211,000 -0- -0- $ 3,750
Vice President-Corporate Affairs, 1995 $195,000 $195,000 -0- 6,750 $ 3,750
General Counsel and Secretary 1994 $182,000 $182,000 -0- 16,875 $ 3,750
</TABLE>

- ------------------------

(A) Amounts shown include cash compensation earned and received or deferred by
executive officers. All other annual compensation did not exceed the lesser
of $50,000 or 10% of the total salary and bonus reported for the named
executive officer.

(B) Represents amounts contributed to the Company's 401(k) Plan, a qualified
defined contribution plan, for the accounts of the named executive officers.

8
<PAGE>
(C) Prior to December 11, 1996, Mr. Carroll served as President and Chief
Executive Officer of the Company.

(D) On December 11, 1996, Mr. Carroll was granted a restricted stock award of
7,500 shares at a cost to Mr. Carroll of approximately $0.01 per share. As
of December 31, 1996, the value of Mr. Carroll's restricted stock was
$158,125. Regular dividends are payable on the restricted stock. The shares
will vest on December 11, 1997.

(E) Mr. Huber was named President and Chief Operating Officer of the Company on
December 11, 1996. The Summary Compensation Table reflects amounts paid to
Mr. Huber in his immediately prior capacity as President and Chief Executive
Officer of Wynn's-Precision, Inc., a wholly-owned subsidiary of the Company.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES PERCENT OF ANNUAL RATES OF STOCK
UNDERLYING TOTAL OPTIONS PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME (#)(A,B,C) FISCAL YEAR ($/SH)(D) DATE 5% ($) 10% ($)
- --------------------------------------- ----------- --------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John W. Huber.......................... 15,000 16.8% $ 20.25 12/11/06 $ 191,027 $ 484,099
</TABLE>

- ------------------------

(A) No stock appreciation rights have been granted or are presently outstanding.
Options granted in 1996 are exercisable starting 12 months after the grant
date, with 70% of the shares covered thereby becoming exercisable at that
time and with an additional 10% of the option shares becoming exercisable on
each successive anniversary date, with full vesting occurring on the fourth
anniversary date. Acceleration of the exercisability of the options may
occur under certain circumstances, including a change in control of the
Company. The options were granted with an exercise price of 100% of the fair
market value of the Company's Common Stock on the date of grant. The options
were granted for a term of 10 years, subject to earlier termination in
certain events related to termination of employment.

(B) Under the terms of the Company's Stock-Based Incentive Award Plan, the Stock
Awards Committee retains discretion, subject to plan limits, to modify the
terms of outstanding options and to reprice the options.

(D) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares or by offset of the underlying
shares, subject to certain conditions.

PERFORMANCE SHARE AWARD GRANTS IN LAST FISCAL YEAR

Since February 1994, the Company has maintained an Employee Stock Bonus
Policy (the "Stock Policy") as part of the Company's existing Stock-Based
Incentive Award Plan (the "Stock Plan"). Under the Stock Policy, all stock
option awards granted after January 1, 1994 are accompanied by a performance
share award contingent upon exercise of the associated options. When the options
are exercised, the performance share award is deemed to have been granted. The
performance share award entitles the recipient to receive one share of Common
Stock for every five shares purchased upon the exercise of the stock option, but
only if the recipient (i) maintains continuous record ownership of the option
shares for three years and (ii) during such time remains continuously employed
by the Company. During this period, the recipient does not enjoy any rights of a
stockholder with respect to the performance shares. However, if the three-year
holding and continuous employment requirements are satisfied, the recipient will
receive

9
<PAGE>
the shares of Common Stock covered by the performance share award as well as an
amount equal to the amount of dividends, without interest, that would have
accrued and been paid on the Common Stock had the shares been issued at the time
the associated option shares were acquired.

Pursuant to the Stock Policy, Mr. Huber received a performance share award
for 3,000 contingent performance shares in connection with options to purchase
15,000 shares granted to him in December 1996. Messrs. Huber, Schlosser and
Gibbons have received performance share awards for a total of 7,725, 3,150, and
3,150 contingent performance shares, respectively, since January 1, 1994
pursuant to the Stock Policy. Neither Mr. Huber nor Mr. Schlosser has exercised
any options associated with performance share awards. In 1996, Mr. Gibbons
exercised options associated with 337 performance shares on August 13, 1996 and
1,200 performance shares on December 23, 1996. The performance shares entitle
Mr. Gibbons to receive the corresponding number of shares of Common Stock on the
third anniversary of the award dates if Mr. Gibbons maintains continuous record
ownership of the associated shares of Common Stock and remains employed by the
Company until such anniversary dates.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END AT FY-END
(#) ($)(A)
SHARES VALUE -------------------- -------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------- ----------- -------- -------------------- -------------------
<S> <C> <C> <C> <C>
James Carroll................................ 16,875 $133,481 361,800/2,700 $5,622,102/$32,103
John W. Huber................................ 16,875 $192,544 47,249/21,751 $627,941/$92,213
Seymour A. Schlosser......................... -0- -0- 92,811/6,751 $1,246,925/$79,763
Gregg M. Gibbons............................. 21,187 $231,138 73,312/6,751 $1,043,867/$79,763
</TABLE>

- ------------------------

(A) Market value of the underlying securities at year end minus the exercise
price of "in-the-money" options.

DEFINED BENEFIT PLANS

The Company's Retirement Plan, in which most employees of the Company and
two of its domestic subsidiaries are eligible to participate, is a compulsory
noncontributory defined benefit pension plan. Employees generally become
eligible for the Retirement Plan after one year of service, and their interests
generally vest after five years of service. Benefits under the Retirement Plan
are based upon the employees' earnings and length of service with the Company.
Effective January 1, 1989, the Retirement Plan was amended to modify the benefit
formula and to comply with changes to applicable laws and regulations. For each
credited year of service after 1988, a participant will receive an annual
benefit upon normal retirement at age 65 equal to 1.15% of his or her salary up
to $10,000 and 1.80% of his or her salary in excess of $10,000 up to maximum
includable compensation. A vested participant receives an annual benefit of 1%
of his or her salary below the social security wage base and 2% of his or her
salary in excess of the social security wage base for each credited year of
service under the Retirement Plan between January 1, 1978 and December 31, 1988
and a lesser annual benefit for each credited year of past service prior to
January 1, 1978. A vested participant may retire as early as age 55, but such
participant's annual benefit under the Retirement Plan will be reduced
actuarially for early retirement. The Retirement Plan became effective on
January 1, 1978, and the Internal Revenue Service has formally granted qualified
tax status to it. Messrs. Schlosser and Gibbons have completed eight and
nineteen years of service, respectively, under the Retirement Plan. Mr.
Schlosser's current estimated annual benefit under the Retirement Plan payable
upon retirement at age 65 is approximately $17,308. Assuming Mr. Schlosser
remains

10
<PAGE>
employed with the Company for the next fourteen years until his normal
retirement age, his estimated annual benefit under the Retirement Plan payable
upon retirement will be approximately $66,427. Mr. Gibbons' current estimated
annual benefit under the Retirement Plan payable upon retirement at age 65 is
approximately $27,134. Assuming Mr. Gibbons remains employed with the Company
for the next twenty-one years until his normal retirement age, his estimated
annual benefit under the Retirement Plan payable upon retirement will be
approximately $108,459.

Mr. Carroll continues to participate in the Wynn's-Precision, Inc. Salaried
Employees' Pension Plan (the "Precision Plan"). Salaried employees of
Wynn's-Precision, Inc., a subsidiary of the Company, become eligible for the
Precision Plan upon hire and their interests vest after five years of service. A
base benefit is provided for all participants. Participants who elect to
contribute 3% of their salaries to the Precision Plan earn additional benefits
for the period during which they contribute. Under the Precision Plan, upon
retirement at age 65, a vested participant with 15 or more years of service
receives an annual base benefit of $1,200. In addition, a participant who
elected to contribute to the Precision Plan receives a benefit based upon a
percentage of the participant's salary averaged over the five consecutive years
of contributory participation which produced the highest average. The percentage
is 2.33% for each of the first 15 years and 1.0% for each year in excess of 15
during which the participant contributed to the Precision Plan. A vested
participant may retire as early as age 55, but such participant's annual benefit
under the Precision Plan will be reduced actuarially for early retirement. The
Precision Plan became effective on June 14, 1959, and the Internal Revenue
Service has formally granted qualified tax status to the Precision Plan. Mr.
Carroll has completed seventeen years of service under the Precision Plan. Mr.
Carroll's current estimated and projected annual benefit under the Precision
Plan payable upon retirement is approximately $81,120.

During his career with the Company, Mr. Huber has completed eleven years of
service and has earned benefits under both the Company's Retirement Plan and the
Precision Plan (collectively the "Two Plans"). Mr. Huber's current estimated
annual benefit under the Two Plans payable upon retirement at age 65 is
approximately $31,782. Assuming Mr. Huber remains employed with the Company for
the next twelve years until his normal retirement age, his estimated annual
benefit under the Two Plans payable upon retirement will be approximately
$70,239.

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company has entered into an employment contract with Mr. Carroll which
provides for a 1997 salary of $515,000 and expires on December 31, 1997. The
Company has also entered into employment contracts with Messrs. Huber, Schlosser
and Gibbons, which expire December 31, 1999. These contracts provide for an
annual salary to be fixed by the Board of Directors for 1997 and thereafter at
not less than $326,000 for Mr. Huber, $236,000 for Mr. Schlosser and $230,000
for Mr. Gibbons. Increases above these minimums are entirely within the
discretion of the Board of Directors.

The employment contracts contain provisions which are designed to alleviate
potential concerns of executive officers over the possibility of a "change in
control" of the Company. For purposes of the contracts, a "change in control"
will be deemed to take place if (a) any change occurs which is required to be
reported in accordance with regulations of the Securities and Exchange
Commission; (b) any person becomes the beneficial owner of 40% or more of the
outstanding voting securities of the Company; or (c) at the end of any two-year
period, the directors, who at the beginning of the period constituted the Board,
no longer constitute a majority of the Board, unless the election of the new
directors was approved by a two-thirds vote of the then directors who were in
office at the beginning of the period. If, within the two-year period
immediately following any change in control, the employment of Mr. Carroll, Mr.
Huber, Mr. Schlosser or Mr. Gibbons terminates, either voluntarily or
involuntarily, for any reason other than death, permanent disability or
retirement at or after his normal retirement date, the Company will pay
termination compensation to him equal to 2.99 times the average annual
compensation, including salary and bonuses, paid to him during the five most
recent calendar years, except that in the event of voluntary

11
<PAGE>
termination in certain cases the lump sum compensation will be equal to such
officer's highest annual compensation, including salary and bonus, for services
rendered in any of the three most recent calendar years.

The Company's Stock-Based Incentive Award Plan provides for the acceleration
of the vesting of awards granted thereunder, including restricted stock awards,
upon the occurrence of a "change in control" of the Company. The definition of
"change in control" in the Stock-Based Incentive Award Plan is substantially the
same as the definition of such term in the employment contracts referred to
above. Such acceleration will occur automatically unless the Board of Directors,
prior to the occurrence of the change in control, determines otherwise.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

A Form 3 reporting John Huber's beneficial ownership of 20,568 shares of
Common Stock and 54,000 stock options as of the date of his appointment as
President and Chief Operating Officer of the Company on December 11, 1996 was
not filed on a timely basis.

THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE SOLICITING
MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY
REFERENCE IN ANY DOCUMENT SO FILED.

12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE

TO: THE BOARD OF DIRECTORS

As members of the Compensation Committee, we are responsible for
administering the Company's annual Corporate Management Incentive Plan. In
addition, we review compensation levels of members of senior management,
evaluate the performance of corporate management and consider management
succession and related matters. The Committee reviews with the Board in detail
all aspects of compensation for the executive officers of the Company.

OVERALL COMPENSATION POLICIES

The compensation of executive officers consists principally of salary,
annual bonus income and potential gains from stock options and other stock
awards. The Committee strives to structure these forms of compensation to
attract, retain, motivate and appropriately reward the individuals who are
responsible for the Company's short and long-term success.

INCENTIVE COMPENSATION

The Company's principal compensation policy is to base a substantial portion
of each executive officer's annual compensation on two factors: (i) the
Company's financial performance, and (ii) the Committee's evaluation of each
executive officer's contribution to that performance.

The Company's financial performance directly affects the size of the pool
from which bonuses may be paid to executive officers and other management
employees. Under the Company's 1996 Corporate Management Incentive Plan (the
"Management Incentive Plan"), the bonus pool's size was based on the Company's
pretax return on beginning net assets. Specifically, the pool equaled 10% of the
amount by which consolidated pretax earnings exceeded a 15% return on beginning
net operating assets, subject to a maximum bonus pool of $1,250,000. The
threshold for performance in 1996 was raised approximately 20% from the
threshold used in the 1995 Management Incentive Plan.

After the total Management Incentive Plan bonus pool is calculated, the
executive officers determine the amount of bonuses to be paid to the Company's
other corporate management employees, based on the executive officers'
subjective evaluation of each employee's individual performance. The
Compensation Committee then has the discretion to allocate the remainder of the
pool to the executive officers.

Each executive officer's contribution to the Company's financial results is
determined by the Committee based on its subjective evaluation of that officer's
performance. The Committee considers not only measurable accomplishments, but
also achievements which are more difficult to quantify such as the development
and execution of key corporate strategies and demonstrated leadership ability.

The Committee evaluates these factors to arrive at incentive compensation
figures for each of the executive officers. Notwithstanding the maximum bonus
pool, the Committee may recommend to the Board, and the Board may grant,
additional bonus awards for outstanding performance. However, in no event may
any executive officer's total bonus exceed 100% of his base salary in that year.

LONG-TERM INCENTIVES

The Committee also believes that executive compensation should provide key
employees with incentives to assist the Company in achieving strategic and
financial goals which ultimately should enhance the value of the Company's
stock. In that regard, in addition to the base salary and bonus elements of
executive compensation, the Stock Awards Committee from time to time provides
long-term incentives to the executive officers and other key employees through
the grant of stock options, restricted stock and

13
<PAGE>
other awards under the Company's Stock-Based Incentive Award Plan. The Company
does not, however, offer a long-term incentive plan within the meaning of Item
402(a)(7)(iii) of Regulation S-K.

CONSIDERATION OF TAX IMPLICATIONS

To the extent readily determinable, and as one of the factors in its
consideration of compensation matters, the Compensation Committee considers the
anticipated tax treatment to the Company and to its executive officers of
various payments and benefits. Some types of compensation payments and their
deductibility (e.g., the spread on exercise of non-qualified options) depend
upon the timing of an executive's vesting or exercise of previously granted
rights. In addition, interpretations of and changes in the tax laws and other
factors beyond the Committee's control also affect the deductibility of
compensation.

Section 162(m) of the Internal Revenue Code affects the deductibility of
executive compensation for federal income tax purposes. Generally, it limits the
Company's deduction to $1,000,000 per year for compensation (other than certain
qualified performance-based compensation) paid to each of the Company's four
executive officers. If an executive officer chooses to defer any salary or bonus
amounts payable to him, the deferred amounts may be deductible by the Company in
the year of receipt, subject to the $1,000,000 limitation of Section 162(m) and
any other statutory limitations then in effect.

The Committee does not necessarily expect to limit executive compensation to
the maximum deductible amount under Section 162(m). The Committee will consider
various alternatives designed to preserve the deductibility of compensation
payments and benefits to the extent reasonably practicable and to the extent
consistent with its other compensation objectives. To this end, the Committee
supports the proposal to stockholders contained in this Proxy Statement
(Proposal 4) to amend the Company's Stock-Based Incentive Award Plan to limit to
100,000 the number of shares that may be awarded to a given individual in any
calendar year as a means of ensuring that any such grants will be exempt from
the Section 162(m) limitation.

1996 EXECUTIVE COMPENSATION

Under the terms of the Management Incentive Plan, the bonus pool for 1996
was $1,250,000. The Committee recommended that $1,154,500 be paid to all
corporate management personnel including the executive officers. Of this amount,
the executive officers determined that a total of $212,000 should be paid to the
other members of corporate management. The remaining balance in the pool was
available for the Committee to grant bonuses to the executive officers.

Based on the Company's strong performance in 1996, and the contribution of
each of the executive officers to this performance, the Committee awarded
maximum bonuses to Messrs. Carroll, Schlosser and Gibbons, each receiving a
bonus equal to 100% of their respective base salaries. No bonus was awarded to
Mr. Huber under the Management Incentive Plan because he did not become an
executive officer of the Company until mid-December 1996. Mr. Huber did,
however, receive a bonus of $226,000 for his performance in his capacity as
President and Chief Executive Officer of Wynn's-Precision, Inc. during 1996.

In addition, in December 1996 the Stock Awards Committee granted to Mr.
Huber options to purchase 15,000 shares of Common Stock. The Stock Awards
Committee determined that the option grant was appropriate based on Mr. Huber's
promotion to the position of President and Chief Operating Officer of the
Company. The Committee believes the grant provides Mr. Huber a strong incentive
to lead the Company to achieve its strategic and financial goals. In determining
the number of shares subject to the option, the Stock Awards Committee
considered such factors as Mr. Huber's position and years of service, as well as
the history of prior option grants to him.

In 1996 each executive officer also received perquisites and other benefits
incidental to his employment which, in the aggregate, are well below the
threshold reporting requirements.

14
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER

Mr. Carroll's employment agreement with the Company, which expires December
31, 1997, establishes Mr. Carroll's minimum annual base salary at $515,000 for
1996 and 1997. The Committee did not recommend any increase in Mr. Carroll's
base salary for 1997. Instead, the Stock Awards Committee granted Mr. Carroll an
award of 7,500 shares of restricted stock, which will vest in December 1997
assuming Mr. Carroll remains continuously employed by the Company during that
period. The Stock Awards Committee believed that the award was appropriate based
on Mr. Carroll's demonstrated leadership capabilities and the favorable results
recorded by the Company over the past few years.

In addition to his base salary and the restricted stock award, Mr. Carroll
also received a bonus of $515,000 under the Management Incentive Plan. The size
of the bonus was based on the Company's strong performance in 1996 and Mr.
Carroll's significant contribution to that performance.

Mr. Carroll's total compensation in 1996 exceeded the Section 162(m)
$1,000,000 deductibility limit by approximately $489,000 due principally to the
December 1996 vesting of the third 45,000 share installment (as adjusted for
splits) of a restricted stock grant awarded to him in December 1993. The
substantial appreciation in the price of the Company's Common Stock since
December 1993 significantly increased the amount of compensation recognized by
Mr. Carroll upon the vesting of the award.

The Committee has reviewed each element of compensation for each of the
executive officers for 1996. The Committee reported to the Board that in the
Committee's opinion, the compensation of each executive officer is reasonable in
view of the Company's consolidated performance and the Committee's subjective
evaluation of each executive officer's contribution to that performance.

COMPENSATION COMMITTEE

James D. Woods
Barton Beek
Bryan L. Herrmann
Robert H. Hood, Jr.

February 5, 1997

15
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG WYNN'S INTERNATIONAL, INC., NEW YORK STOCK EXCHANGE MARKET INDEX
AND AUTOMOTIVE PARTS AND ACCESSORIES PEER GROUP**

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
WYNN'S INTERNATIONAL,
INC. PEER GROUP INDEX NYSE MARKET INDEX
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 167.08 142.48 104.70
1993 175.32 200.80 118.88
1994 215.70 173.29 116.57
1995 296.71 185.01 151.15
1996 481.95 233.16 182.08
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------------------
1991 1992 1993 1994 1995 1996
---- ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Wynn's International, Inc.................... 100 167.08 175.32 215.70 296.71 481.95
Peer Group Index............................. 100 142.48 200.80 173.29 185.01 233.16
NYSE Market Index............................ 100 104.70 118.88 116.57 151.15 182.08
</TABLE>

- ------------------------

* $100 invested on December 31, 1991 in the Company's Common Stock and in the
New York Stock Exchange Market Index and the Automotive Parts and
Accessories Peer Group Index. Total return includes reinvestment of
dividends, if applicable. Returns for the Company for the above period are
not necessarily indicative of future performance. Dates are for the calendar
years ending on December 31 of each year.

** Automotive Parts and Accessories Peer Group is comprised of 66 public
companies. The Peer Group and New York Stock Exchange Market Index
information was furnished by Media General Financial Services.

16
<PAGE>
PROPOSAL 2
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK

THE PROPOSED AMENDMENT

The Board of Directors has approved, and recommends that the Company's
stockholders approve, an amendment to the Company's Certificate of Incorporation
to increase the Company's authorized number of shares of Common Stock from
20,000,000 to 40,000,000. No amendment is proposed to be made to the authorized
number of shares of the Company's Preferred Stock.

The amendment to the Certificate of Incorporation is being submitted to the
stockholders for approval in accordance with Delaware law. If the amendment is
approved, Article FOURTH of the Company's Certificate of Incorporation will read
as set forth in Exhibit A attached to this Proxy Statement. The Company will
effect the amendment by filing it with the Delaware Secretary of State.

CURRENT SHARES OUTSTANDING, RESERVED AND AVAILABLE FOR ISSUANCE

As of March 12, 1997, there were 13,714,717 shares of Common Stock
outstanding, not including 859,087 shares held in treasury. Of the Company's
unissued shares, 1,915,656 shares are reserved for issuance under the Company's
outstanding stock options and performance share awards, future stock option
awards and the Company's Employee Stock Purchase Plan. After deducting the
13,714,717 issued and 1,915,656 reserved shares from the 20,000,000 authorized
shares, the Company had only 4,369,627 shares of Common Stock available for
issuance as of March 12, 1997. If the stockholders approve Proposal 3 (the
amendment to the Company's Stock-Based Incentive Award Plan that would reserve
an additional 150,000 shares of Common Stock for issuance in connection with
future stock options) the number of shares available for issuance will be
reduced to 4,219,627 shares. Some or all of this reduction could be offset by
continued stock repurchases by the Company, which would increase the number of
treasury shares available for issuance.

THE COMPANY'S NEED FOR ADDITIONAL AUTHORIZED SHARES

In the last two years the number of authorized but unissued shares of the
Company's Common Stock has decreased significantly due to the three-for-two
stock splits effected in December 1995 and again in December 1996. The Board of
Directors believes that it would be desirable and prudent for the Company to
have additional shares of Common Stock authorized and available to be issued in
connection with possible future transactions such as stock dividends or stock
splits, acquisitions involving the issuance of stock in addition to or in lieu
of the payment of cash, and additional equity financings, if required. While
expanded stock repurchases could bring an increase in the number of treasury
shares available for such purposes, the Board believes the total number of
authorized shares would still be insufficient. Therefore, the Board has
concluded that amending the Certificate of Incorporation is the most effective
means of ensuring that the Company has an adequate number of authorized shares
for such corporate purposes.

Increasing the number of authorized shares now would provide the Company
with greater flexibility in the future by enabling the Company to issue shares
of Common Stock without the expense and delay of a special stockholders'
meeting. If the proposed amendment is adopted, the Company would be permitted to
issue the authorized shares without further stockholder approval, except to the
extent otherwise required by applicable laws or regulations. Except for the
shares reserved for issuance as described above, the Board of Directors has no
present plans, arrangements, understandings or commitments to issue any
additional shares.

The increased authorized but unissued shares would be available for issuance
as an appropriate response to an actual or threatened attempt to acquire control
of the Company or as a strategic measure to

17
<PAGE>
deal with potential takeover activity. For example, shares of Common Stock could
be privately placed with purchasers who might support the Board of Directors in
opposing a hostile takeover bid.

The Board is not aware of any present effort by anyone to obtain control of
the Company. Nevertheless, the Board believes that an increase in the
availability of a sufficient number of authorized but unissued shares for use
under such circumstances would enhance the Board's ability to evaluate carefully
the terms of any future takeover proposal and, if it were appropriate, to
negotiate the terms thereof for the benefit of all of the Company's
stockholders.

While the Board believes that the availability of shares for these purposes
could promote responsible consideration of any potential takeover proposal, it
may also inhibit the making of takeover proposals and thereby perpetuate the
incumbency of the members of the Board of Directors and management of the
Company.

VOTE REQUIRED FOR APPROVAL

Adoption of the proposed amendment to the Company's Certificate of
Incorporation requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ADOPTION OF THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION.

18
<PAGE>
PROPOSALS 3 AND 4
AMENDMENTS TO THE STOCK-BASED INCENTIVE AWARD PLAN

The Board of Directors has approved, subject to approval by the Company's
stockholders, the two amendments to the Company's Stock-Based Incentive Award
Plan (the "Stock Plan") described in Proposals 3 and 4 below. The Stock Plan
provides a means for the Company to attract and retain officers and key
employees and promote the success of the Company and its subsidiaries. A
description of the material features of the Stock Plan follows the two
proposals.

PROPOSAL 3
INCREASE IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE STOCK PLAN

THE PROPOSED AMENDMENT

On December 11, 1996, the Board of Directors adopted, subject to stockholder
approval, an amendment to the Stock Plan increasing by 150,000 the number of
shares authorized to be issued under the Stock Plan, from 1,096,875 shares to
1,246,875 shares.

At March 12, 1997, unexercised options to purchase 706,592 shares of Common
Stock were outstanding under the Stock Plan, while only 9,817 shares remained
available for issuance. The Board believes that the remaining 9,817 shares
available for issuance are insufficient to provide the Board the flexibility
necessary to attract and retain officers and key employees through the grant of
awards under the Stock Plan. Therefore, the Board has concluded that a 150,000
share increase in the number of shares available for issuance under the Stock
Plan is desirable and in the Company's best interests.

VOTE REQUIRED FOR APPROVAL

Approval of this proposal requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock present in person or
represented by proxy and entitled to vote at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL
OF THIS PROPOSED AMENDMENT TO THE STOCK PLAN.

PROPOSAL 4
PROPOSAL TO LIMIT THE NUMBER OF SHARES WHICH MAY BE COVERED BY OPTIONS
AND STOCK APPRECIATION RIGHTS ISSUED TO ANY INDIVIDUAL IN ANY CALENDAR YEAR

THE PROPOSED AMENDMENT

At present there is no annual limit on the number of shares subject to stock
options ("Options") or Stock Appreciation Rights ("SARs") which may be granted
to any individual. The Board has approved a proposed amendment to the Stock Plan
to limit this number to 100,000 shares during any calendar year.

It is necessary to impose a limit on the number of shares of Common Stock
issuable pursuant to Options or SARs to any individual in a given year in order
for awards under the Stock Plan to be considered "performance-based
compensation" pursuant to the Internal Revenue Service's regulations under
Section 162(m) of the Internal Revenue Code. "Performance-based compensation" is
not subject to the Section 162(m) limits on deductibility of certain executive
compensation. However, awards that do not qualify as "performance-based
compensation" are not deductible by the Company for income tax purposes in
certain circumstances. Consequently, the Board has concluded that imposing an
annual per-individual limit within the Stock Plan is in the Company's best
interests.

19
<PAGE>
The Board believes that the 100,000 limit is an appropriate level which is
reasonable, but still gives the Company sufficient leeway to use grants of
Options and SARs to attract and retain the best officers and key employees for
the Company.

VOTE REQUIRED FOR APPROVAL

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL
OF THIS PROPOSED AMENDMENT TO THE STOCK PLAN.

SUMMARY DESCRIPTION OF THE STOCK PLAN

The following summary of the Stock Plan is qualified in its entirety by
reference to the full text of the plan itself. The Company will furnish any
stockholder a copy of the Stock Plan without charge. Requests should be sent to
the Company at the address set forth on the cover page of this Proxy Statement,
Attention: Gregg M. Gibbons, Secretary.

ADMINISTRATION. The Stock Plan is administered by a committee of the Board
of Directors (the "Committee") which consists of two or more directors, each of
whom is an "Outside Director" under Section 162(m) of the Internal Revenue Code,
and a "Non-Employee Director" under Section 16 of the Securities and Exchange
Act of 1934, as amended.

GRANTS OF AWARDS. The Board of Directors or the Committee (either of which
is referred to herein as "Grantor" in its capacity as grantor of awards) may
grant awards to any officer or key employee of the Company and its subsidiaries.
The number of officers and key employees who are eligible to participate under
the Stock Plan is approximately 60. Members of the Board of Directors who are
not officers or employees of the Company or its subsidiaries and members of the
Committee are not eligible to participate in the Stock Plan.

SHARE LIMITS. Without giving effect to the proposed increase, a maximum of
1,096,875 shares of the Company's Common Stock may be issued upon the exercise
of Stock Options ("Options") or Stock Appreciation Rights ("SARs"), in
satisfaction of Performance Share Awards (as defined below) or pursuant to
Restricted Stock Awards (as defined below). The number and kind of shares
available under the Stock Plan are subject to adjustment in the event of a
reorganization or merger in which the Company is the surviving entity, or a
combination, recapitalization, stock split, stock dividend, or other similar
event which changes the number or kind of shares outstanding. Shares relating to
Options or SARs which are not exercised, shares relating to Restricted Stock
Awards which do not vest, and shares relating to Performance Share Awards which
are not issued will again be available for purposes of the Stock Plan. The
1,246,875 shares that will be subject to the Stock Plan, assuming stockholder
approval of the proposed amendment, will represent approximately 9.1% of the
Company's Common Stock issued and outstanding on March 12, 1997.

MAXIMUM GRANTS PER INDIVIDUAL. A proposed amendment (Proposal 4) would
modify the Stock Plan to provide that the maximum number of shares which may be
covered by Options and SARs that are granted to an individual during any
calendar year cannot exceed 100,000 shares, subject to certain adjustments.

STOCK OPTIONS. An Option is the right to purchase shares of the Company's
Common Stock at a future date at the fair market value of such shares on the
date the Option is granted or at such higher prices as the Grantor may
determine. The purchase price may be paid in cash, with shares of the Company's
Common Stock or with such other consideration as the Board of Directors may
approve.

20
<PAGE>
The Grantor designates each Option as a nonqualified or an incentive stock
option. For a summary of the differences in the tax treatment of the two types
of Options, please refer to "Federal Income Tax Consequences" below.

Subject to early termination or acceleration provisions (which are
summarized below), an Option is exercisable, in whole or in part, from the date
specified in the related award agreement until the expiration date determined by
the Grantor. In no event, however, is an Option exercisable prior to six months,
or after ten years, from its date of grant.

STOCK APPRECIATION RIGHTS. A SAR is the right to receive payment based on
the appreciation in the fair market value of the Company's Common Stock from the
date of exercise. In its discretion, the Grantor may grant a SAR concurrently
with the grant of an Option, which SAR may extend to all or a portion of the
shares covered by such Option. A SAR is only exercisable at such time, and to
the extent, that the related Option is exercisable. The number of shares with
respect to which SARs are exercised will be charged against the aggregate amount
of the Company's Common Stock available under the Stock Plan.

Upon exercise of a SAR, the holder receives, for each share with respect to
which the SAR is exercised, an amount equal to the difference between the
exercise price of the related Option and the fair market value of a share of the
Company's Common Stock on the date of exercise of the SAR. In no event, however,
can the Option holder who exercises a SAR receive more than 200% of the exercise
price of the Option associated with the SAR. As determined by the Committee or
the Board of Directors, such amounts may be paid in cash, shares of the
Company's Common Stock, or a combination thereof.

RESTRICTED STOCK AWARDS. A Restricted Stock Award is an award of a fixed
number of shares of the Company's Common Stock subject to restrictions. The
Grantor specifies the price, if any, the recipient must pay for such shares and
the restrictions imposed on such shares. The recipient is entitled to dividend
and voting rights pertaining to such shares even though they have not vested, so
long as such shares have not been forfeited.

PERFORMANCE SHARE AWARDS. A Performance Share Award is an award of a fixed
number of shares of the Company's Common Stock, the issuance of which is
contingent upon the attainment of such performance objectives, and the payment
of such consideration, if any, specified by the Grantor.

CONTINUATION OF EMPLOYMENT. Subject to the acceleration provisions (which
are summarized below), no Option or SAR will be exercisable, no shares subject
to a Restricted Stock Award will vest and no Performance Share Award will be
paid unless the recipient remains in the continuous employment of the Company or
its subsidiaries for at least one year following the applicable date of grant.

Upon the date a recipient is no longer employed by the Company or its
subsidiaries for any reason, shares subject to the recipient's Restricted Stock
Awards which have not become vested by that date or shares subject to the
recipient's Performance Share Awards, which have not been issued, shall be
forfeited in accordance with the terms of the related award agreements. In
addition, on such date, the recipient's Options which have not yet become
exercisable shall terminate, while Options which have become exercisable must be
exercised within 90 days from such date or one year from such date if the
termination of employment is a result of retirement, death or total disability.
Such periods, however, cannot exceed the expiration dates of the Options. SARs
have the same termination provisions as the Options to which they relate.

ACCELERATION OF AWARDS. Upon the occurrence of a Reorganization Transaction
(as defined below) or Change in Control (as defined below), each Option and each
SAR will immediately become exercisable, each share covered by a Restricted
Stock Award will immediately vest, and each share covered by a Performance Share
Award will be issued to the recipient, provided that awards granted that have
not been held for six months or more prior to the occurrence of a Reorganization
Transaction or a Change in Control will not be accelerated. Such acceleration
will automatically occur unless the Board of Directors,

21
<PAGE>
prior to the Reorganization Transaction or Change in Control, determines
otherwise. The term "Reorganization Transaction" means the approval by the
stockholders of the Company of (i) the merger or consolidation of the Company
with or into any other corporation (other than a wholly-owned subsidiary) and
the Company does not survive or survives only as a subsidiary of another
corporation, or (ii) the sale of all or substantially all of the Company's
assets to any other corporation (other than a wholly-owned subsidiary), or (iii)
dissolution of the Company. A "Change in Control" is deemed to take place if (a)
any change occurs which is required to be reported in response to the proxy
regulations of the Securities and Exchange Commission, (b) any person becomes
the beneficial owner of 40% or more of the outstanding voting securities of the
Company, or (c) at the end of any two-year period, the directors who, at the
beginning of the period constituted the Board, no longer constitute a majority
of the Board, unless the election of the new directors was approved by a
two-thirds vote of the then directors who were in office at the beginning of the
period.

TERMINATION OF OR CHANGES TO THE STOCK PLAN. The Board of Directors may
terminate or amend the Stock Plan. The Committee also has the authority to make
certain amendments to the Stock Plan. However, no amendment may (i) materially
increase the benefits accruing to recipients of awards, (ii) increase the
aggregate number of shares which may be issued under the Stock Plan, or (iii)
modify the requirements of eligibility for participation, unless approved by the
Board of Directors and, if deemed necessary or advisable by the Board or then
required by Section 422 of the Internal Revenue Code or applicable law, the
stockholders. Unless previously terminated by the Board of Directors, the Stock
Plan will terminate on May 3, 1999.

FEDERAL INCOME TAX CONSEQUENCES. With respect to nonqualified stock
options, the Company is generally entitled to deduct an amount equal to the
difference between the option exercise price and the fair market value of the
shares at the time of exercise. With respect to incentive stock options, the
Company is generally not entitled to a similar deduction either upon grant of
the option or at the time the option is exercised. The current federal income
tax consequences to participants and the Company of other awards authorized
under the Stock Plan generally follow certain basic patterns: SARs are subject
to tax in substantially the same manner as nonqualified stock options;
Restricted Stock Awards result in income recognition equal to the excess of the
fair market value of the stock over the purchase price only at the time the
restrictions lapse (unless the recipient elects to accelerate recognition as of
the date of grant); and Performance Share Awards generally are subject to tax at
the time of payment. In each of the foregoing cases, the Company will generally
have a corresponding deduction at the time the participant recognizes income. If
an award is accelerated under the Stock Plan, the Company may not be permitted
to deduct the portion of the compensation attributable to the acceleration.
Furthermore, if the compensation attributable to awards is not
"performance-based" within the meaning of Section 162(m) of the Internal Revenue
Code, the Company may not be permitted to deduct such compensation in certain
circumstances.

The above tax summary is based upon federal income tax laws in effect on
March 12, 1997.

22
<PAGE>
PROPOSAL 5
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS

The Company has appointed Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending December 31, 1997. The Board of Directors
recommends that the stockholders approve Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 31, 1997. Ernst &
Young LLP has been the Company's independent auditors since the Company's
incorporation in 1973 and has been the independent auditors for Wynn Oil Company
since 1967. In the event that the stockholders do not approve Ernst & Young LLP
as independent auditors, the selection of independent auditors will be
reconsidered by the Board of Directors.

A representative of Ernst & Young LLP will be (i) in attendance at the
Annual Meeting, (ii) able to make a statement if he or she so desires, and (iii)
available to respond to appropriate questions.

VOTE REQUIRED FOR APPROVAL

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL
OF THIS PROPOSAL.

OTHER MATTERS

Management does not know of any other matters to be presented at the Annual
Meeting of Stockholders, but should any other matters requiring a vote of
stockholders arise, including a question of adjourning the meeting, the persons
named in the accompanying proxy will vote thereon according to their best
judgment.

UPON REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1996, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WILL BE FURNISHED TO ANY STOCKHOLDER WITHOUT CHARGE BY THE COMPANY. ANY
STOCKHOLDER DESIRING A COPY SHOULD WRITE TO THE COMPANY AT THE ADDRESS SET FORTH
IN THE COVER PAGE OF THE PROXY STATEMENT, ATTENTION: GREGG M. GIBBONS,
SECRETARY.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 1998 Annual Meeting of
the Company must be received by November 24, 1997 for inclusion in its 1998
Proxy Statement.

23
<PAGE>
EXHIBIT A
ARTICLE FOURTH OF CERTIFICATE OF INCORPORATION
AS PROPOSED TO BE AMENDED

"FOURTH: The corporation shall be authorized to issue two classes of shares of
stock to be designated, respectively, "Common" and "Preferred," the total number
of shares which the corporation shall have authority to issue shall be forty
million five hundred thousand (40,500,000); the total number of shares of Common
Stock shall be forty million (40,000,000) and the par value of each share of
Common Stock shall be one dollar ($1.00); and the total number of shares of
Preferred Stock shall be five hundred thousand (500,000) and the par value of
each share of Preferred Stock shall be one dollar ($1.00).

"The Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby expressly vested with authority to fix by
resolution or resolutions the designations and the powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including, without limitation, the voting
powers, if any, the dividend rate, conversion rights, redemption price, or
liquidation preference, of any series of Preferred Stock, and to fix the number
of shares constituting any such series, and to increase or decrease the number
of shares of any such series (but not below the number of shares thereof then
outstanding). In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series. The number of authorized shares of
any class or classes of stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the corporation entitled to vote."

24
<PAGE>

APPENDIX A

<PAGE>

WYNN'S INTERNATIONAL, INC.
STOCK-BASED INCENTIVE AWARD PLAN

I. DEFINITIONS.

1.1 Definitions.

(a) "Act" shall mean the Securities Exchange Act of 1934.

(b) "Award" shall mean an Option, which may be designated as a
Nonqualified or Incentive Stock Option, a Stock Appreciation Right, a Restricted
Stock Award or a Performance Share Award, in each case granted under this Plan.

(d) "Award Date" shall mean the date upon which the Grantor took the
action granting an Award or such later date as is prescribed by the Grantor.

(e) "Award Period" shall mean the period beginning on an Award Date and
ending on the expiration date of such Award.

(f) "Beneficiary" shall mean the person, persons, trust or trusts entitled
by will or the laws of descent and distribution to receive the benefits
specified under this Plan in the event of the Participant's death.

(g) "Board of Directors" shall mean the Board of Directors of the
Corporation, a majority of whom shall be Disinterested when taking action with
respect to this Plan.

(h) A "Change in Control" shall be deemed to have occurred if (i) any
change occurs which is required to be reported in response to the proxy
regulations of the Securities and Exchange Commission; (ii) any "person" (as
such term is used in Section 3(a)(9) and Sections 13(d) and 14(d)(2) of the

<PAGE>

Securities Exchange Act of 1934), other than the Corporation, is or becomes the
beneficial owner, directly or indirectly, of securities of the Corporation
representing 40% or more of the combined voting power of the Corporation's then
outstanding securities; (iii) during any period of two consecutive years
individuals who, at the beginning of such period constitute the Board of
Directors of the Corporation, cease for any reason to constitute at least a
majority thereof unless the election of each new director was approved by a vote
of at least two-thirds of the directors then still in office who were directors
at the beginning of the period; or (iv) shares of the Corporation's common stock
are first purchased pursuant to an exchange or tender offer other than an offer
by the Corporation or a Subsidiary.

(i) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

(j) "Committee" shall mean the Compensation Committee of the Board of
Directors as from time to time constituted and any successor committee of the
Board of Directors with similar functions and shall consist of three or more
members, each of whom shall be Disinterested.

(k) "Common Stock" shall mean the Common Stock of the Corporation ($1.00
par value), subject to adjustment pursuant to Section 7.2.

(l) "Company" shall mean, collectively, the Corporation and its
Subsidiaries.

(m) "Corporation" shall mean Wynn's International, Inc. and its
successors.

(n) "Disinterested" shall mean disinterested within the meaning of
applicable regulatory requirements, including those promulgated under Section 16
of the Act.

(o) "Eligible Employee" shall mean an officer or key employee of the
Company.

<PAGE>

(p) "Eligible Option" shall mean an Option granted under the Plan which
has been held for six months or more.

(q) "Eligible Stock Appreciation Right" shall mean a Stock Appreciation
Right granted under the Plan which has been held for six months or more.

(r) "Fair Market Value" shall mean the closing price of the Common Stock
on the New York Stock Exchange as reported on the Composite Tape and published
in the Western Edition of The Wall Street Journal, or, if there is no trading of
the Common Stock on the date in question, then the closing price of the Common
Stock, as so reported and published, on the next preceding date on which there
was trading in the Common Stock; provided, however, that the Grantor, in
determining such Fair Market Value, may utilize such other exchange, market or
factors affecting Value as it deemed appropriate.

(s) "Grantor" shall mean the Board of Directors and the Committee, each in
its capacity as grantor of Awards.

(t) "Incentive Stock Option" shall mean an incentive stock option within
the meaning of Section 422A of the Code, the award of which contains such
provisions as are necessary to comply with that section.

(u) "Nonqualified Stock Option" shall mean an option granted pursuant to
this Plan which does not qualify as an Incentive Stock Option.

(v) "Option" shall mean an option to purchase Common Stock under this
Plan. An option shall be designated by the Grantor as a Nonqualified Stock
Option or an Incentive Stock Option.

(w) "Participant" shall mean an Eligible Employee who has been awarded an
Award.

<PAGE>

(x) "Performance Share Award" shall mean an award of shares of Common
Stock, issuance of which is contingent upon attainment of performance objectives
specified by the Grantor.

(y) "Per-Share Consideration" shall mean (i) in the case of a
Reorganization Transaction, the highest price per share of Common Stock provided
for in the agreement for the Reorganization Transaction or, in the case of a
Reorganization Transaction involving dissolution of the Corporation, the highest
amount per share to be distributed to the shareholders, or (ii) in the case of a
Change in Control, the highest price per share of Common Stock offered pursuant
to the tender or exchange offer if the Change in Control resulted therefrom, or
the Fair Market Value of one share of Common Stock on the date the Change in
Control occurred, if it occurred other than pursuant to a tender or exchange
offer, in each case as determined by the Committee, whose determination shall be
final and conclusive. A Reorganization Transaction or Change in Control shall
be deemed to have occurred on the date the Committee obtains actual knowledge of
the Reorganization Transaction or Change in Control.

(z) "Personal Representative" shall mean the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired, on behalf
of the Participant by legal proceeding or otherwise, the right to receive the
benefits specified in this Plan.

(aa) "Plan" means this Wynn's International, Inc. Stock-Based Incentive
Award Plan.

(bb) "Reorganization Transaction" shall mean the approval by the
shareholders of the Corporation of (i) the merger or consolidation of the
Corporation with or into any other corporation (other than a wholly-owned
subsidiary) and the Corporation does not survive or survives only as a
subsidiary of another corporation, or (ii) the sale of all or substantially all
of the Corporation's assets to any other corporation (other than a wholly-owned
subsidiary), or (iii) dissolution of the Corporation.

<PAGE>

(cc) "Restricted Stock" shall mean those shares of Common Stock issued
pursuant to a Restricted Stock Award which are not free of the restrictions set
forth in the related Award Agreement.

(dd) "Restricted Stock Award" shall mean an award of a fixed number of
shares of Common Stock to the Participant subject, however, to payment of such
consideration, if any, and such forfeiture provisions, as are set forth in the
Award Agreement.

(ee) "Retirement" shall mean retirement at any time of a Participant as an
employee of the Company as such term or concept is used in the Wynn's
International, Inc. Retirement Plan or the Wynn's-Precision, Inc. Salaried
Employees Pension Plan, or in any successor plan, in each case, as from time to
time in effect.

(ff) "Stock Appreciation Right" shall mean a right to receive a number of
shares of Common Stock or an amount of cash, or a combination of shares and
cash, determined as provided in Section 4.3(a).

(gg) "Subsidiary" shall mean any corporation or other entity, a majority or
more of whose outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Corporation.

(hh) "Total Disability" shall mean the total and permanent physical or
mental disability of a Participant, evidenced by an inability to engage in any
substantial gainful activity, as determined by the Committee.

II. THE PLAN.

2.1 Purpose.

The purpose of this Plan is to promote the success of the Company by
providing an additional means to attract and retain key personnel through added
long-term incentive for high levels of performance and for significant efforts
to improve the financial performance of the Company by granting Awards.

<PAGE>

2.2 Administration.

This Plan shall be administered by the Committee. Action of the Committee
with respect to the administration of this Plan shall be taken pursuant to a
majority vote or the written consent of all of its members. In the event action
by the Committee is taken by written consent of all of its members, the action
by the Committee shall be deemed to have been taken at the time specified in the
consent or, if none is specified, at the time of the last signature. The
Committee may delegate administrative functions to individuals who are officers
or employees of the Company.

Subject to the express provisions of this Plan, the Committee shall have
the authority to construe and interpret this Plan and any agreements defining
the rights and obligations of the Company and Participants under this Plan, to
further define the terms used in this Plan, to prescribe, amend and rescind
rules and regulations relating to the administration of this Plan, to determine
the duration and purposes of leaves of absence which may be granted to
Participants without constituting a termination of their employment for purposes
of this Plan and to make all other determinations necessary or advisable for the
administration of this Plan. The determinations of the Committee on the
foregoing matters shall be conclusive.

Any action taken by, or inaction of, the Corporation, any Subsidiary, the
Board of Directors or the Committee relating to this Plan shall be within the
absolute discretion of that entity or body and shall be conclusive and binding
upon all persons. No member of the Board of Directors or Committee, or officer
of the Corporation or Subsidiary, shall be liable for any such action or
inaction of the entity or body, of another person or, except in circumstances
involving bad faith, of himself or herself. Subject only to compliance with the
express provisions hereof, the Board of Directors and the Committee may act in
their absolute discretion in matters related to this Plan.

2.3 Participation.

<PAGE>

Awards may be granted only to Eligible Employees. An Eligible Employee who
has been granted an Award may, if otherwise eligible, be granted additional
Awards if the Grantor shall so determine. Members of the Board of Directors who
are not officers or employees of the Company and members of the Committee shall
not be eligible to receive Awards.

2.4 Stock Subject to this Plan.

Subject to Section 7.2, the stock to be offered under this Plan shall be
treasury shares or shares of the Corporation's authorized but unissued Common
Stock. The aggregate amount of Common Stock that may be issued or transferred
pursuant to Awards granted under this Plan shall not exceed 225,000 shares,
subject to adjustment as set forth in Section 7.2. If any Option and any
related Stock Appreciation Right shall lapse or terminate without having been
exercised in full, or any Common Stock subject to a Restricted Stock Award shall
not vest or any Common Stock subject to a Performance Share Award shall not have
been transferred, the unpurchased, unvested or untransferred shares subject
thereto shall again be available for purposes of this Plan.

2.5 Grants of Awards.

Either the Board of Directors or the Committee may grant Awards in
accordance with the provisions of this Plan. A majority of the members of the
Board of Directors acting hereunder shall be Disinterested. The grant of an
Award is made on the Award Date.

III. OPTIONS.

3.1 Grants.

One or more Options may be granted to any Eligible Employee. Each Option
so granted shall be designated by the Grantor as either a Nonqualified Stock
Option or Incentive Stock Option.

<PAGE>

3.2 Option Price.

The purchase price per share of the Common Stock covered by each Option
shall be determined by the Grantor but shall not be less than the Fair Market
Value of such Common Stock on the Award Date. The purchase price of any shares
purchased shall be paid in full at the time of each purchase in cash, or,
provided that the Grantor permits such exercise, in shares of Common Stock which
shall be valued at their Fair Market Value on the date of exercise of the
Option, or partly in such shares and partly in cash, or in such other form or
such other manner as the Board of Directors may determine.

3.3 Option Period.

Each Option and all rights or obligations thereunder shall expire on such
date as shall be determined by the Grantor, but not later than ten years after
the Award Date, and shall be subject to earlier termination as hereinafter
provided.

3.4 Exercise of Options.

Except as otherwise provided in Section 7.4 and subject to Section 7.5, an
Option may become exercisable, in whole or in part, subsequent to the date or
dates specified in the Award Agreement and until the expiration or earlier
termination of the Participant's Option. The Grantor may, at any time after
grant of the Option and from time to time, increase the number of shares
purchasable at any time so long as the total number of shares subject to the
Option is not increased. No Option shall be exercisable except in respect of
whole shares, and fractional share interests shall be disregarded. Not fewer
than 10 shares may be purchased at one time unless the number purchased is the
total number at the time available for purchase under the Option.

3.5 Limitations on Grant of Incentive Stock Options.

<PAGE>

(a) The aggregate Fair Market Value (determined as of the Award Date) of
the Common Stock for which Incentive Stock Options may be first exercisable by
any Participant during any calendar year under this Plan, together with that of
common stock subject to incentive stock options first exercisable (other than as
a result of acceleration pursuant to Section 7.4) by such Participant under any
other plan of the Corporation or any Subsidiary, shall not exceed $100,000.

(b) There shall be imposed in the Award Agreement relating to Incentive
Stock Options such terms and conditions as are required in order that the Option
be an "incentive stock option" as that term is defined in Section 422A of the
Code.

IV. STOCK APPRECIATION RIGHTS.

4.1 Grants.

In its discretion, the Grantor may grant Stock Appreciation Rights
concurrently with the grant of Options. A Stock Appreciation Right shall extend
to all or a portion of the shares covered by the related Option. If a Stock
Appreciation Right extends to less than all the shares covered by the related
Option and if a portion of the related Option is thereafter exercised, the
number of shares subject to the unexercised Stock Appreciation Right shall be
reduced only if and to the extent that the remaining number of shares covered by
such related Option is less than the remaining number of shares subject to such
Stock Appreciation Right. A Stock Appreciation Right shall entitle the
Participant who holds the related Option, upon exercise of the Stock
Appreciation Right and surrender of the related Option, or portion thereof, to
the extent the Stock Appreciation Right and related Option each were previously
unexercised, to receive payment of an amount determined pursuant to Section 4.3.
Any Stock Appreciation Right granted in connection with an Incentive Stock
Option shall contain such terms as may be required to comply with the provisions
of Section 422A of the Code and the regulations promulgated thereunder.

4.2 Exercise of Stock Appreciation Rights.

<PAGE>

(a) A Stock Appreciation Right shall be exercisable only at such time or
times, and to the extent, that the related Option shall be exercisable and only
when the Fair Market Value of the stock subject to the related Option exceeds
the exercise price of the related Option.

(b) Notwithstanding any other provision of this Plan, the Committee may
impose, by rule and in Award Agreements, such conditions upon a Stock
Appreciation Right and the related Option and upon their exercises (including,
without limitation, conditions limiting the time of exercise to specified
periods) as may be required to satisfy applicable regulatory requirements,
including, without limitation, Rule 16b-3 (or any successor rule) promulgated by
the Securities and Exchange Commission pursuant to the Act.

(c) In the event that a Stock Appreciation Right is exercised, the number
of shares of Common Stock subject to the related Option shall be charged against
the maximum amount of Common Stock that may be issued or transferred pursuant to
Awards under this Plan. The number of shares subject to the Stock Appreciation
Right and related Option shall be reduced by the number of shares represented by
the exercised portion of the Stock Appreciation Right.

4.3 Payment.

(a) Upon exercise of a Stock Appreciation Right and surrender of an
exercisable portion of the related Option, the Participant shall be entitled to
receive payment of an amount determined by multiplying

(i) the difference obtained by subtracting the exercise price per share
of Common Stock under the related Option from the Fair Market Value of a share
of Common Stock on the date of exercise of the Stock Appreciation Right, by

(ii) the number of shares with respect to which the Stock Appreciation
Right shall have been exercised.

<PAGE>

(b) The Committee or the Board of Directors, in its sole discretion, may
settle the amount determined under paragraph (a) above solely in cash, solely in
shares of Common Stock (valued at Fair Market Value on the date of exercise of
the Stock Appreciation Right), or partly in such shares and partly in cash,
provided that the Committee or the Board of Directors shall have determined that
such exercise and payment are consistent with applicable law. In any event,
cash shall be paid in lieu of fractional shares. Absent a determination to the
contrary, all Stock Appreciation Rights shall be settled in cash as soon as
practicable after exercise.

(c) The maximum amount per share which shall be payable upon exercise of a
Stock Appreciation Right shall be 200% of the exercise price of the related
Option.

V. RESTRICTED STOCK AWARDS.

5.1 Grants.

Subject to Section 2.4, the Grantor may, in its discretion, grant one or
more Restricted Stock Awards to any Eligible Employee. Each Restricted Stock
Award Agreement shall specify the number of shares of Common Stock to be issued
to the Participant, the date of such issuance, the price, if any, to be paid for
such shares by the Participant and the restrictions imposed on such shares,
which restrictions shall not terminate earlier than one year after the Award
Date. Shares of Restricted Stock shall be evidenced by a stock certificate
registered only in the name of the Participant, which stock certificate shall be
held by the Corporation until the restrictions on such shares shall have lapsed
and those shares shall have thereby vested.

5.2 Restrictions.

(a) Shares of Common Stock included in Restricted Stock Awards may not be
sold, assigned, transferred, pledged or otherwise disposed of or encumbered,
either voluntarily or involuntarily, until such shares have vested.

<PAGE>

(b) Participants receiving Restricted Stock shall be entitled to dividend
and voting rights for the shares issued even though they are not vested,
provided that such rights shall terminate immediately as to any forfeited
Restricted Stock.

(c) In the event that the Participant shall have paid cash in connection
with the Restricted Stock Award, the Award Agreement shall specify whether and
to what extent such cash shall be returned upon a forfeiture (with or without an
interest factor).

VI. PERFORMANCE SHARE AWARDS.

6.1 Grants.

The Grantor may, in its discretion, grant Performance Share Awards to
Eligible Employees based upon such factors as the Grantor shall determine. A
Performance Share Award Agreement shall specify the number of shares of Common
Stock subject to the Performance Share Award, the price, if any, to be paid for
such shares by the Participant and the conditions upon which issuance to the
Participant shall be based, which issuance shall not be earlier than one year
after the Award Date.

<PAGE>

VII. OTHER PROVISIONS.

7.1 Rights of Eligible Employees, Participants and Beneficiaries.

(a) Status as an Eligible Employee shall not be construed as a commitment
that any Award will be made under this Plan to an Eligible Employee or to
Eligible Employees generally.

(b) Nothing contained in this Plan (or in Award Agreements or in any other
documents related to this Plan or to Awards) shall confer upon any Eligible
Employee or Participant any right to continue in the employ of the Company or
constitute any contract or agreement of employment, or interfere in any way with
the right of the Company to reduce such person's compensation or to terminate
the employment of such Eligible Employee or Participant, with or without cause,
but nothing contained in this Plan or any document related thereto shall affect
any other contractual right of any Eligible Employee or Participant.

(c) Amounts payable pursuant to an Award shall be paid only to the
Participant or, in the event of the Participant's death, to the Participant's
Beneficiary or, in the event of the Participant's Total Disability, to the
Participant's Personal Representative or, if there is none, to the Participant.
Other than by will or the laws of descent and distribution, no benefit payable
under, or interest in, this Plan or in any Award shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge and any such attempted action shall be void and no such benefit or
interest shall be, in any manner, liable for, or subject to, debts, contracts,
liabilities, engagements or torts of any Eligible Employee, Participant or
Beneficiary. The Committee shall disregard any attempt at transfer, assignment
or other alienation prohibited by the preceding sentence and shall pay or
deliver such cash or shares of Common Stock in accordance with the provisions of
this Plan.

(d) No Participant, Beneficiary or other person shall have any right,
title or interest in any fund or in any specific asset (including shares of
Common Stock) of the Company by reason of any Award granted hereunder.

<PAGE>

There shall be no funding of any benefits which may become payable hereunder.
Neither the provisions of this Plan (or of any documents related hereto), nor
the creation or adoption of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Company and any Participant,
Beneficiary or other person. To the extent that a Participant, Beneficiary or
other person acquires a right to receive an Award hereunder, such right shall be
no greater than the right of any unsecured general creditor of the Company.
Awards payable under this Plan shall be paid from the general assets of the
Corporation, and no special or separate fund or deposit shall be established and
no segregation of assets shall be made to assure payment of such Awards.
Nothing in this Plan shall be deemed to give any Eligible Employee or
Participant any right to participate in this Plan except in accordance herewith.

7.2 Adjustments upon Changes in Capitalization.

If the outstanding shares of Common Stock are increased, decreased or
changed into, or exchanged for, a different number or kind of shares or
securities of the Corporation through a reorganization or merger in which the
Corporation is the surviving entity, or through a combination, recapitalization,
reclassification, stock split, stock dividend, stock consolidation or otherwise,
an appropriate adjustment shall be made in the number and kind of shares that
may be issued pursuant to Awards. A corresponding adjustment to the
consideration payable with respect to Awards granted prior to any such change
and to the price, if any, paid in connection with Restricted Stock Awards shall
also be made. Any such adjustment, however, shall be made without change in the
total payment, if any, applicable to the portion of the Award not exercised,
vested or issued but with a corresponding adjustment in the price for each
share. Corresponding adjustments shall be made with respect to Stock
Appreciation Rights based upon the adjustments made to the Options to which they
are related.

Subject to the provisions of Section 7.4, upon the dissolution or
liquidation of the Corporation, or upon a reorganization, merger, or
consolidation of the Corporation with one or more corporations as a result of

<PAGE>

which the Corporation is not the surviving Corporation, or upon a sale of
substantially all the property of the Corporation to another corporation, this
Plan shall terminate, and any outstanding Options, Stock Appreciation Rights and
Performance Share Awards shall terminate and any Restricted Stock shall be
forfeited, unless provision shall be made in connection with such transaction
for the assumption of Awards theretofore granted, or the substitution for such
Awards of new incentive awards covering the stock of a successor employer
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to number and kind of shares and prices.

In so adjusting Common Stock to reflect such changes, or in determining
that no such adjustment is necessary, the Board of Directors may rely upon the
advice of independent counsel and accountants of the Corporation, and the
determination of the Board of Directors shall be conclusive. No fractional
shares of stock shall be issued under this Plan on account of any such
adjustment.

7.3 Termination of Employment.

(a) Upon the date a Participant is no longer employed by the Company for
any reason other than death or Total Disability, (i) the Participant shall have
ninety (90) days from that date to exercise his or her Options to the extent
they shall have become exercisable on that date and any Options not exercisable
on that date shall terminate; (ii) shares of Common Stock subject to the
Participant's Restricted Stock Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
become vested on that date; and (iii) shares of Common Stock subject to the
Participant's Performance Share Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
been issued or become issuable on that date.

(b) Upon the date a Participant is no longer employed by the Company as a
result of death or Total Disability, (i) the Participant, his or her
Beneficiary, or Personal Representative, as the case may be, shall have one year
from that date to exercise the Participant's Options to the extent

<PAGE>

they shall have become exercisable by that date and any Options not exercisable
on that date shall terminate; (ii) shares of Common Stock subject to the
Participant's Restricted Stock Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
become vested on that date; and (iii) shares of Common Stock subject to the
Participant's Performance Share Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
been issued or become issuable on that date. In the event of termination of
employment as a result of Retirement, death or Total Disability, the Grantor
may, in its discretion, increase the portion of the Participant's Award
available to the Participant, or his or her Beneficiary or Personal
Representative, as the case may be, upon such terms as the Grantor shall
determine.

(c) Each Stock Appreciation Right shall have the same termination
provisions and exercisability periods as the Option to which it relates. The
exercisability period of a Stock Appreciation Right or of an Option shall not
exceed that provided in Section 3.3 or in the related Award Agreement. Each
Option and Stock Appreciation Right shall expire at the end of that
exercisability period.

(d) If an entity ceases to be a Subsidiary, such action shall be deemed
for purposes of this Section 7.3 to be a termination of employment of each
employee of that entity.

(e) Upon forfeiture of a Restricted Stock Award pursuant to this Section
7.3, the Participant, or his or her Beneficiary or Personal Representative, as
the case may be, shall transfer to the Corporation the portion of the Restricted
Stock Award not vested at the date of termination of employment, without payment
of any consideration by the Company for such transfer unless the Participant
paid a purchase price in which case repayment, if any, of that price shall be
governed by the Award Agreement. Notwithstanding any such transfer to the
Corporation, or failure, refusal or neglect to transfer, by the Participant, or
his or her Beneficiary or Personal Representative, as the case may be, such
nonvested portion of any Restricted Stock Award shall be deemed transferred
automatically to the Corporation on

<PAGE>

the date of termination of employment. The Participant's original acceptance of
the Restricted Stock Award shall constitute his or her appointment of the
Corporation and each of its authorized representatives as attorney(s)-in-fact to
effect such transfer and to execute such documents as the Corporation or such
representatives deem necessary or advisable in connection with such transfer.

7.4 Acceleration of Awards.

(a) Subject to the provisions of Section 7.4(c) below, upon the occurrence
of a Reorganization Transaction or a Change in Control, (i) each Eligible Option
and each related Eligible Stock Appreciation Right shall become immediately
exercisable to the full extent theretofore not exercisable, (ii) Restricted
Stock shall immediately vest free of restrictions, and (iii) the number of
shares covered by each Performance Share Award shall be issued to the
Participant; provided, however, that Awards granted under the Plan which have
not been held for six months or more prior to the occurrence of a Reorganization
Transaction or a Change in Control shall not, in any event, be so accelerated.
Acceleration of Awards shall comply with applicable regulatory requirements,
including, without limitation, Rule 16b-3 promulgated by the Securities and
Exchange Commission pursuant to the Act and Section 422A of the Code. For
purposes of this Section 7.4 only, Board of Directors shall mean the Board of
Directors as constituted immediately prior to the Reorganization Transaction or
Change in Control.

(b) Each Participant who is the holder of an Eligible Option or Eligible
Stock Appreciation Right must surrender all outstanding and unexercised Eligible
Options or Eligible Stock Appreciation Rights to the Corporation within thirty
(30) days after a Reorganization Transaction or Change in Control occurs. The
Committee shall provide written notice of such event and the date thereof to
each holder of an Eligible Option or Eligible Stock Appreciation Right. Upon
surrender of an Eligible Option or Eligible Stock Appreciation Right pursuant to
this Section 7.4, the Corporation shall cancel the same and shall pay to the
Optionee with respect to each share covered by the Eligible Option or Eligible
Stock Appreciation Right an amount in cash equal to the difference between the
Per-Share

<PAGE>

Consideration and the Option or Stock Appreciation Right per share. No payment
shall be made to the holder of an Eligible Stock Appreciation Right other than
with respect to the underlying Eligible Option as provided above. The Committee
shall also provide written notice of a Reorganization Transaction or Change in
Control to holders of Restricted Stock and Performance Awards.

(c) If, prior to a Reorganization Transaction or a Change in Control, the
Board of Directors determines that upon its occurrence, there shall be no
acceleration of Awards or that only certain Awards shall be accelerated in whole
or in part, then such determination of the Board of Directors shall supersede
the provisions of Sections 7.4(a) and 7.4(b) above.

7.5 Continuation of Employment.

Each person to whom an Award is granted must agree that he or she will, at
the request of the Company, remain in the continuous employment of the Company
for a period of not less than one year following the Award Date. Subject to
Section 7.4, no Option or Stock Appreciation Right shall be exercisable, no
Restricted Stock shall vest and no Performance Share Award shall be paid unless
the Participant has remained in the continuous employment of the Company for at
least one year from the Award Date.

7.6 Government Regulations.

This Plan, the granting of Awards under this Plan and the issuance or
transfer of shares of Common Stock (and/or the payment of money) pursuant
thereto are subject to all applicable Federal and state laws, rules and
regulations and to such approvals by any regulatory or governmental agency
(including without limitation "no action" positions of the Securities and
Exchange Commission) which may, in the opinion of counsel for the Corporation,
be necessary or advisable in connection therewith. Without limiting the
generality of the foregoing, no Awards may be granted under this Plan, and no
shares shall be issued by the Corporation, nor cash payments made by the
Corporation, pursuant to or in connection with any such Award, unless and until,
in each such case, all legal requirements

<PAGE>

applicable to the issuance or payment have, in the opinion of counsel to the
Corporation, been complied with. In connection with any stock issuance or
transfer, the person acquiring the shares shall, if requested by the
Corporation, give assurances satisfactory to counsel to the Corporation in
respect of such matters as the Corporation may deem desirable to assure
compliance with all applicable legal requirements.

7.7 Tax Withholding.

The Company shall have the right to deduct from any payment hereunder any
amounts that Federal, state, local or foreign tax law requires to be withheld
with respect to such payment but, in the alternative, the Participant may, prior
to the payment of any Award, pay such amounts to the Company in cash or in
shares of Common Stock (which shall be valued at their Fair Market Value on the
date of payment). There is no obligation under this Plan that any Participant
be advised of the existence of the tax or the amount required to be withheld.
Without limiting the generality of the foregoing, in any case where it
determines that a tax is required to be withheld in connection with the issuance
or transfer of shares of Common Stock under this Plan, the Company may, pursuant
to such rules as the Committee may establish, reduce the number of such shares
so issued or transferred by such number of shares as the Company may deem
appropriate in its sole discretion to accomplish such withholding.

Notwithstanding any other provision of this Plan, the Committee may impose
such conditions on the payment of any withholding obligation as may be required
to satisfy applicable regulatory requirements, including, without limitation,
Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the
Act.

7.8 Amendment, Termination and Suspension.

(a) The Board of Directors may, at any time, terminate or, from time to
time, amend, modify or suspend this Plan (or any part thereof). In addition,
the Committee may, from time to time, amend or modify any provision of this Plan
except Sections 7.4 and 7.8(b). The Grantor, with the

<PAGE>

consent of the Participant, may make such modifications of the terms and
conditions of such Participant's Award as it shall deem advisable. No Awards
may be granted during any suspension of this Plan or after its termination. The
amendment, suspension or termination of this Plan shall not, without the consent
of the Participant, alter or impair any rights or obligations pertaining to any
Awards granted under this Plan prior to such amendment, suspension or
termination, including any right to acceleration under Section 7.4. The Grantor
shall have the power and may, with the consent of the Participant, cancel any
existing Awards and reissue Awards to the Participant, having a new and lower
Fair Market Value, but otherwise bearing substantially similar terms to the
canceled Awards.

(b) If an amendment would (i) materially increase the benefits accruing to
Participants within the meaning of Rule 16b-3(a) under the Act or any successor
thereto, (ii) increase the aggregate number of shares which may be issued under
this Plan, or (iii) modify the requirements of eligibility for participation in
this Plan, the amendment shall be approved by the Board of Directors and, if
required by Rule 16b-3 under the Act (or any successor rule thereto), by the
stockholders. For purposes of this Section 7.8(b), any cancellation and
reissuance of Awards at a new or lower Fair Market Value pursuant to Section
7.8(a) shall not constitute an amendment of this Plan.

7.9 Privileges of Stock Ownership; Nondistributive Intent.

A Participant shall not be entitled to the privilege of stock ownership as
to any shares of Common Stock not actually issued to him. Upon the issuance and
transfer of shares to the Participant, unless a registration statement is in
effect under the Securities Act of 1933, as amended, relating to such issued and
transferred Common Stock and there is available for delivery a prospectus
meeting the requirements of Section 10 of such Act, the Common Stock may be
issued and transferred to the Participant only if he represents and warrants in
writing to the Corporation that the shares are being acquired for investment and
not with a view to the resale or distribution thereof. No shares shall be
issued and transferred unless and until there shall have been full compliance
with any then applicable

<PAGE>

regulatory requirements (including those of any exchanges upon which any Common
Stock of the Corporation may be listed).

7.10 Effective Date of this Plan.

This Plan shall be effective upon its approval by the stockholders of the
Corporation.

7.11 Term of this Plan.

Unless previously terminated by the Board of Directors or the Committee,
this Plan shall terminate at the close of business on May 3, 1999, and no Awards
shall be granted under it thereafter, but such termination shall not affect any
Award theretofore granted.

7.12 Governing Law.

This Plan and the documents evidencing Awards and all other related
documents shall be governed by, and construed in accordance with, the laws of
the State of California. If any provision shall be held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions of this
Plan shall continue to be fully effective.

<PAGE>

AMENDMENT NO. 1 TO
WYNN'S INTERNATIONAL, INC.
STOCK-BASED INCENTIVE AWARD PLAN

The following amendment to the Wynn's International, Inc. Stock-Based
Incentive Award Plan was approved by the Board of Directors and stockholders of
Wynn's International, Inc. as of May 12, 1993.

The Wynn's International, Inc. Stock-Based Incentive Award Plan is
hereby amended by amending Section 2.4 thereof in its entirety to read as
follows:

"2.4 Stock Subject to this Plan.

Subject to Section 7.2, the stock to be offered under
this Plan shall be treasury shares or shares of the
Corporation's authorized but unissued Common Stock. The
aggregate amount of Common Stock that may be issued or
transferred pursuant to Awards granted under this Plan shall
not exceed 325,000 shares, subject to adjustment as set
forth in Section 7.2. If any Option and any related Stock
Appreciation Right shall lapse or terminate without having
been exercised in full, or any Common Stock subject to a
Restricted Stock Award shall not vest or any Common Stock
subject to a Performance Share Award shall not have been
transferred, the unpurchased, unvested or untransferred
shares subject thereto shall again be available for purposes
of this Plan."

Dated: May 13, 1993 /s/ Gregg M. Gibbons
-------------------------
Gregg M. Gibbons
Secretary

<PAGE>

AMENDMENT 1996-1

WYNN'S INTERNATIONAL, INC.
STOCK-BASED INCENTIVE AWARD PLAN

WHEREAS, Wynn's International, Inc. (the "Company") maintains the Wynn's
International, Inc. Stock-Based Incentive Award Plan (the "Plan); and

WHEREAS, the Company has the right to amend the Plan, and the Company
desires to amend the Plan to reflect recent resolutions adopted by the Board of
Directors;

NOW, THEREFORE, the Plan is hereby amended, effective as of December 11,
1996, as follows:

1. Section 1.1(g) of the Plan is amended to read as follows:

"(g) 'Board of Directors' shall mean the Board of Directors of the
Corporation."

2. Section 1.1(j) of the Plan is amended to read as follows:

"(j) 'Committee' means a committee appointed by the Board to
administer this Plan, which committee shall be comprised only of two or
more directors or such greater number of directors as may be required under
applicable law, each of whom (i) in respect of any transaction at a time
when the affected Participant may be subject to Section 162(m) of the

<PAGE>

Code, shall be an "outside director" within the meaning of Section 162(m)
of the Code and (ii) in respect of any transaction at a time when the
affected Participant may be subject to Section 16 of the Securities and
Exchange Act of 1934 ("Exchange Act"), shall be a "Non-Employee Director"
within the meaning of Rule 16b-3(b)(3) under the Exchange Act."

3. Section 1.1(n) of the Plan is amended to read as follows:

"(n) Reserved."

4. Section 1.1(t) of the Plan is amended by replacing the reference to
"422A" contained therein with "422."

5. Section 2.4 of the Plan is amended by adding the following sentence at
the end thereof:

"The maximum number of shares subject to Options and Stock
Appreciation Rights that are granted during any calendar year to any
individual shall be limited to 100,000 shares, subject to adjustments
contemplated by Section 7.2."

6. Section 2.5 of the Plan is amended to read as follows:

"2.5 Grants of Awards

Awards may be granted either by (i) the Board of Directors, or (ii)
the Committee. The grant of an Award is made on the Award Date."

<PAGE>

7. Sections 3.5(b) and 4.1 of the Plan are amended by replacing the
references to "422A" contained therein with "422."

8. Section 4.2(b) of the Plan is amended to read as follows:

"(b) Notwithstanding any other provision of this Plan, the Committee
may impose, by rule and in Award Agreements, such conditions upon a Stock
Appreciation Right and the related Option and upon their exercises
(including, without limitation, conditions limiting the time of exercise to
specified periods) as may be required to satisfy applicable regulatory
requirements."

9. The second sentence of Section 7.4(a) of the Plan is amended to read
as follows:

"Acceleration of Awards shall comply with applicable regulatory
requirements, including, without limitation Section 422 of the Code."

10. Section 7.7 of the Plan is amended by modifying the second paragraph
contained therein to read as follows:

"Notwithstanding any other provision of this Plan, the Committee may
impose such conditions on the payment of any withholding obligation as may
be required to satisfy applicable regulatory requirements."

11. The first sentence of Section 7.8(b) of the Plan is amended to read as
follows:

"Any amendment that would (i) materially increase the benefits
accruing to Participants under this Plan, (ii) materially

<PAGE>

increase the aggregate number of securities that may be issued under this
Plan, or (iii) materially modify the requirements as to eligibility for
participation in this Plan, shall be subject to stockholder approval only
to the extent then required by Section 422 of the Code or applicable law,
or deemed necessary or advisable by the Board."

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Amendment to the Plan on this 11th day of December, 1996.

WYNN'S INTERNATIONAL, INC.

By: /s/ Gregg M. Gibbons
--------------------------------------
Vice President-Corporate Affairs,
General Counsel and Secretary

<PAGE>

Please mark your votes as
indicated in this example. / X /

- -------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4 AND 5, WHICH ARE MATTERS PROPOSED
BY THE BOARD OF DIRECTORS.

WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN

Item 1 ELECTION OF DIRECTORS Item 4 APPROVAL OF AMENDMENT / / / / / /
NOMINEES: TO STOCK-BASED INCENTIVE
WESLEY E. BELLWOOD / / / / AWARD PLAN TO LIMIT
JOHN D. BORIE NUMBER OF SHARES COVERED
JAMES D. WOODS BY OPTIONS AND STOCK
AUTHORITY TO VOTE FOR ANY NOMINEE NAMED MAY BE APPRECIATION RIGHTS
WITHHELD BY LINING THROUGH THAT NOMINEE'S NAME. GRANTED TO ANY INDIVIDUAL
IN A CALENDAR YEAR.
FOR AGAINST ABSTAIN
Item 2 APPROVAL OF AMENDMENT
TO CERTIFICATE OF INCOR- / / / / / / Item 5 APPROVAL OF ERNST & YOUNG / / / / / /
PORATION TO INCREASE LLP AS INDEPENDENT AUDITORS
AUTHORIZED NUMBER OF FOR THE FISCAL YEAR ENDING
SHARES. DECEMBER 31, 1997.

Item 3 APPROVAL OF AMENDMENT / / / / / / Item 6 IN THEIR DISCRETION, UPON
TO STOCK-BASED INCENTIVE ANY OTHER MATTERS AS MAY
AWARD PLAN TO INCREASE PROPERLY COME BEFORE THE
NUMBER OF SHARES MEETING.
AVAILABLE FOR GRANT.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREBY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3, 4 AND 5, AND WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PERSONS NAMED
AS PROXIES ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. IF ANY NOMINEE BECOMES UNAVAILABLE FOR ANY REASON, THE
PERSONS NAMED AS PROXIES SHALL VOTE FOR THE ELECTION OF SUCH OTHER PERSON AS THE BOARD OF DIRECTORS MAY PROPOSE TO REPLACE SUCH
NOMINEE.

- ------------------------------------------------------------------------------------------

Signature(s) ____________________________________________________________________________________ Date_________________, 1997
NOTE: This proxy must be signed exactly as your name appears hereon. Executors,
administrators, trustees, etc., should give their full title, as such.
If the stockholder is a corporation, a duly authorized officer should sign on behalf
of the corporation and should indicate his or her title.

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</TABLE>

<PAGE>

PROXY

WYNN'S INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR THE MAY 7, 1997 ANNUAL MEETING

The undersigned, a stockholder of WYNN'S INTERNATIONAL, INC., a Delaware
corporation (the "Company"), acknowledges receipt of a copy of the Notice of
Annual Meeting of Stockholders, the accompanying Proxy Statement and the Annual
Report to Stockholders for the year ended December 31, 1996; and, revoking any
proxy previously given, hereby constitutes and appoints James Carroll, John W.
Huber, Seymour A. Schlosser and Gregg M. Gibbons, and each of them, his, her or
its true and lawful agents and proxies with full power of substitution in each,
to vote the shares of Common Stock of the Company standing in the name of the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the 500 North State College Boulevard, Suite 700, Orange, California 92868, on
Wednesday, May 7, 1997, at 9:00 A.M., local time, and at any adjournment
thereof, on all matters coming before said meeting.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------
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