FIRST AMENDMENT
                                    TO
                              AMENDED AND RESTATED
                        REVOLVING CREDIT AGREEMENT [1995]

     THIS FIRST  AMENDMENT TO AMENDED AND RESTATED  REVOLVING  CREDIT  AGREEMENT
[1995]  ("Agreement")  is made and  entered  into as of the 31st day of October,
1995, by and between Lilly Industries,  Inc., an Indiana corporation and Society
National Bank, Indiana, a national banking association (the "Bank").

                                  Recitals

     1. The  Borrower  and the Bank  are  parties  to an  Amended  and  Restated
Revolving  Credit  Agreement  [1995],  dated as of January 27, 1995 (the "Credit
Agreement").

     2. The  Borrower  has  requested  the Bank to amend the terms of the Credit
Agreement  to  increase  its  Commitment  (as such term is defined in the Credit
Agreement) from  $15,000,000 to $20,000,000 and to extend the Commitment  Period
(as such term is defined in the Credit  Agreement)  through  June 30, 2000 to be
considered for extension  annually.  The Bank is entering into this Agreement to
so amend the terms of the Credit  Agreement and to make the other  modifications
to Credit Agreement specified below.

                                  Agreement

         NOW THEREFORE,  in consideration of the premises,  the mutual covenants
and agreements herein, and each act performed and to be performed hereunder, the
Bank and the Borrower agree as follows:

     1.  Definitions.  All terms used in the Recitals and in this Agreement that
are defined in the Credit  Agreement  and are not otherwise  defined  herein are
used in  this  Agreement  with  the  meanings  ascribed  to  them in the  Credit
Agreement.

     2. Amendment of Credit Agreement.  (a) Effective as of the date hereof, the
definition of the terms "Cash Flow Coverage  Ratio,"  "Commitment,"  "Commitment
Period,"  "Loans,"  "Note" and  "Termination  Date" in Section 1.1 of the Credit
Agreement are amended to read as follows:

         "Cash Flow Coverage Ratio" means, as of the date of determination,  (a)
         the sum of (i) net income  after  taxes,  plus (ii) income tax expense,
         plus (iii) interest expense,  plus (iv) depreciation,  amortization and
         other  non-cash  expenses;  divided  by (b) the sum of (i)  income  tax
         expense,  plus (ii) interest expense,  plus (iii) current maturities of
         long  term  debt,  plus (iv) cash  dividends,  for the four (4)  fiscal
         quarters immediately preceding such date all as determined by reference
         to the  financial  statements  furnished  to the Bank from time to time
         pursuant to Section 5.3.


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         "Commitment"  means the obligation of the Bank to make Loans during the
         Commitment   Period  up  to  a  maximum   aggregate   principal  amount
         outstanding at any time of $20,000,000.

         "Commitment  Period" means the period from the date hereof through June
         30,  2000,  unless  extended  or renewed by a prior  written  agreement
         executed by the Borrower and the Bank (it being  understood that, if so
         agreed by the Borrower and the Bank, the Commitment  Period  referenced
         above shall be considered for extension annually).

         "Loans" means the revolving loans made by the Bank to the Borrower from
         time to time  pursuant to Section  2.1 hereof in the maximum  aggregate
         principal  amount of  $20,000,000  in accordance  with the  Commitment,
         including any extensions or renewals thereof.

         "Note" means the Revolving  Credit Note in the form attached  hereto as
         Exhibit A in the maximum aggregate  principal amount of $20,000,000 (or
         so much  thereof as may be advanced or  outstanding  from time to time)
         executed by the Borrower in favor of the Bank.

         "Termination Date" means June 30, 2000.

                  (b)      Effective as of the date hereof, the following
defined terms are added to Section 1.1 of the Credit Agreement:

                  "Funded Debt Ratio"  means,  as of the date of  determination,
         Total Funded Debt divided by (a) the sum of (i) net income after taxes,
         plus (ii) income tax  expense,  plus (iii)  interest  expense plus (iv)
         depreciation,  amortization and non-cash  expenses (b) minus additional
         investments in treasury stock.

                  "Interest  Expense  Coverage  Ratio" means,  as of the date of
         determination,  net income after taxes plus (i) income tax expense plus
         (ii) interest expense divided by interest expense.

                  "Total  Funded Debt" means (i) All  Indebtedness  for borrowed
         money or which has been incurred in connection  with the acquisition of
         assets,   (ii)  all  capitalized   lease   obligations  in  respect  of
         capitalized  leases with a term of one year or more remaining after the
         date of determination thereof, and (iii) all guaranties of Indebtedness
         of others  maturing  one year or more  after the date of  determination
         thereof.

                  (c)      Effective as of the date hereof, the last sentence
of Section 2.3 shall be amended and restated to read as follows:

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           Unless the Loans are sooner  paid by the  Borrower or extended by the
         Bank in its sole discretion, the entire principal balance of the Loans,
         together with all accrued and unpaid interest thereon, and all fees and
         charges  payable in connection  therewith,  shall be due and payable on
         June 30, 2000.

                  (d)      Effective as of the date hereof, Section 2.11 of the
Credit Agreement shall be amended and restated to read in its
entirety as follows:

         Section  2.11.  Commitment  Fee.  Borrower  shall  pay  to  the  Bank a
         commitment fee equal to three-sixteenths (3/16) of one percent (1%) per
         annum on the maximum amount of the  Commitment,  which fee shall be due
         and  payable  quarterly  in advance  of each  calendar  quarter  within
         fifteen (15) days of receipt by the Borrower of an invoice therefor.

                  (e)      Effective as of the date hereof, Section 5.5 of the
Credit Agreement shall be amended and restated to read in its
entirety as follows:

                  "5.5  Leverage Ratio.  Maintain a ratio of Total
         Funded Debt to Total Funded Debt plus Consolidated Net
         Worth not in excess of 0.50:1.00 as of the end of each
         fiscal quarter."

                  (f)      Effective as of the date hereof, Section 5.6 of the
Credit Agreement shall be amended and restated to read in its
entirety as follows:

                  "5.6  Interest Expense Coverage Ratio.  Maintain an
         Interest Expense Coverage Ratio of not less than 5.00 to
         1.00 as at the end of each fiscal quarter."

                  (g)      Effective as of the date hereof, Section 5.7 of the
Credit Agreement shall be amended and restated to read in its
entirety as follows:

                  "5.7  Cash Flow Coverage Ratio.  Maintain a Cash
         Flow Coverage Ratio of not less than 1.15 to 1.00 as at
         the end of each fiscal quarter."

                  (h)      Effective as of the date hereof, a new Section 5.8A
shall be added to the Credit Agreement as follows:

                  "5.8A  Funded Debt Ratio.  Maintain a Funded Debt
         Ratio not in excess of 2.75 to 1.00 as of the end of each
         fiscal quarter.

         2.       Credit Agreement.  Except as otherwise expressly provided
herein, all of the terms and provisions of the Credit Agreement, as

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<PAGE>



modified  by this  Agreement,  remain in full  force and  effect,  and are fully
binding on the parties thereto and their respective  successors and assigns. All
references to the Credit  Agreement in the other Loan  Documents  shall mean the
Credit Agreement as modified by this Agreement and as it may be further amended,
modified, extended, renewed, supplemented and/or restated from time to time.

     3. Binding on Successors and Assigns.  All the terms and provisions of this
Agreement  shall be binding upon and inure to the benefit of the parties hereto,
their respective successors, assigns and legal representatives. Whenever in this
Agreement  any of the parties  hereto is referred  to, such  reference  shall be
deemed to include the successors and assigns of such party.

     4. Representations and Warranties.  Borrower hereby represents and warrants
to the Bank that:

                  (a) The execution,  delivery and performance of this Agreement
by Borrower is within Borrower's  corporate powers,  has been duly authorized by
all  requisite  corporate  action and is not in  conflict  with the terms of any
charter,  bylaws or other organization papers of Borrower,  or any instrument or
agreement to which Borrower is a party or by which Borrower is bound.

                  (b) None of the  representations  and warranties  contained in
Section 4 of the  Credit  Agreement  has  ceased to be true and  correct  in any
material  respect  and no  Default  or  Event of  Default  has  occurred  and is
continuing.

     5.  Condition  Precedent.  The  obligation  of the  Bank  to  execute  this
Agreement is subject to the condition  precedent  that the following  shall have
been delivered to the Bank:

                  (a) Copies of resolutions  passed by the Board of Directors of
Borrower,  certified by the  Secretary or  Assistant  Secretary of Borrower,  as
being in full force and effect on the date hereof.

                  (b)      This Agreement duly executed by Borrower.

                  (c) An Amended or Restated  Promissory  Note duly  executed by
Borrower and payable to Bank in the principal amount of up to $20,000,000 with a
maturity date of on or before June 30, 2000 (subject to acceleration,  extension
or prepayment)  (the "Amended  Note") and  substantially  similar in form to the
Promissory  Note of the Borrower dated January 27, 1995,  payable to Bank in the
principal   amount  of  $15,000,000   (the  "Existing  Note")  in  exchange  for
cancellation  and delivery to Borrower of the Existing  Note.  The parties agree
that the Amended Note shall be substituted for the Existing Note as Exhibit A to
the Credit Agreement.


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<PAGE>



     6. Survival. All covenants, agreements, undertakings,  representations, and
warranties  made in this  Agreement  shall survive the execution and delivery of
this  Agreement,  and shall not be  affected  by any  investigation  made by any
party.

     7. Entire  Agreement.  This Agreement  constitutes and expresses the entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,  and supersedes all prior  agreements and  understandings,  commitments,
inducements or conditions, whether express or implied, oral or written.

     8.  Counterparts.  This  Agreement  may be executed in  counterparts,  each
counterpart to be executed by one or more or all of the parties but collectively
to constitute but one agreement.


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<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement by
their duly authorized officers as of the date and year first above written.

                                                       "BORROWER"

                                                 LILLY INDUSTRIES, INC.



Attest:                                          By:  /s/ Roman J. Klusas
                                                      --------------------
                                                      Roman J. Klusas,
                                                      Vice President, Chief
/s/ Kenneth L. Mills                                  Financial Officer and
Kenneth L. Mills,                                       Secretary
Director of Corporate Accounting
and Assistant Secretary
                                                Address:
                                                733 South West Street
                                                Indianapolis, IN  46225
                                                Attn:  Vice President, Chief
                                                       Financial Officer and
                                                       Secretary
                                                Telephone:  (317) 687-6702
                                                Telecopier: (317) 687-6710


                                                       "BANK"

                                               SOCIETY NATIONAL BANK, INDIANA



                                               By:  /s/ Frank J. Jancar
                                                    ----------------------
                                               Title:  Vice President

                                               Address:
                                               10 West Market Street
                                               Indianapolis, IN 46204
                                               Attn:  Daniel J. Lee
                                               Telephone:  (317) 464-8291
                                               Telecopier: (317) 464-8050

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