SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND  AMENDMENT made as of the 31st day of August,  1999, by and
among LILLY  INDUSTRIES,  INC., an Indiana  corporation  (the  "Borrower"),  the
LENDERS party hereto, and BANK ONE, INDIANA, N.A., as successor by merger to NBD
BANK, N.A., a national banking  association,  as agent for the Lenders hereunder
(in such capacity, the "Agent");

                              W I T N E S S E T H:

         WHEREAS,  as of October 24,  1997,  the parties  hereto  entered into a
certain  Credit   Agreement,   as  amended  April  4,  1998  (as  amended,   the
"Agreement"); and

         WHEREAS, the Borrower has requested  modifications to the Agreement (a)
to allow the Borrower to obtain  mortgage  financing on its new  headquarters in
Indianapolis,  Indiana,  and (b) to change the  calculation  of the Fixed Charge
Coverage Ratio,  and the Required  Lenders have consented to such  modifications
subject to and as provided in this Second Amendment;

         NOW,  THEREFORE,  in  consideration  of the  premises,  and the  mutual
promises herein contained, the parties agree that the Agreement shall be, and it
hereby is, amended as provided herein and the parties further agree as follows:

                          PART I. AMENDATORY PROVISIONS


                              SECTION 1 Definitions

1.1      Defined Terms.
         -------------

         Section 1.1 of the  Agreement  is hereby  amended by  substituting  the
following definition in lieu of the like existing definition:

                  "Fixed Charge Coverage Ratio" means,  with respect to Borrower
         and its Subsidiaries  determined on a Consolidated  basis, the ratio of
         (a) the sum of (i) EBITDA minus (ii) Capital  Expenditures,  plus (iii)
         Permitted Corporate  Headquarters  Expenditures,  plus (iv) Rentals, to
         (b) the sum of (i)  interest  expense,  plus (ii)  scheduled  principal
         payments in respect of  Indebtedness  paid in such  period,  plus (iii)
         taxes paid, plus (iv) Rentals,  plus (v) dividends paid in such period,
         all as determined on the last day of each fiscal quarter of Borrower by
         reference to the Financial Statements;  in each instance determined for
         the  trailing   four  (4)  quarter   period   ending  on  the  date  of
         determination.  Section 1.1 of the Agreement is hereby further  amended
         by adding the following definition:

                  "Mortgage  Lien" shall have the  meaning  ascribed in Schedule
5.2.2.

                  "Permitted  Corporate  Headquarters  Expenditures"  means any
         expenditures  incurred  in any  quarter  related  to the  purchase  and
         construction  of  the  Borrower's  corporate  headquarters   (including
         furniture  and  fixtures)  located  at 200  West  103rd,  Indianapolis,
         Indiana 46290, but only to the extent the sum of all such  expenditures
         whenever incurred do not exceed $15,000,000 in the aggregate.

                               SECTION 5 Covenants

5.2.     Negative Covenants.
         -------------------

                  5.2.15.   Restrictive   Agreements.   Section  5.2.15  of  the
         Agreement is hereby amended by adding "and  excluding any  restrictions
         under the Mortgage Lien" after "Documents" in the second line thereof.


                               PART II. SCHEDULES

         The Agreement is hereby amended by  substituting  Schedule 4.10,  5.2.2
and 5.2.3 to this Second  Amendment in lieu of Schedules 4.10,  5.2.2 and 5.2.3,
respectively, to the Agreement.

                           PART III. CONTINUING EFFECT

         Except as expressly modified herein:

                  (a) All terms,  conditions,  representations,  warranties  and
         covenants  contained in the  Agreement  shall remain the same and shall
         continue in full force and effect, interpreted, wherever possible, in a
         manner consistent with this Second Amendment; provided, however, in the
         event of any irreconcilable inconsistency,  this Second Amendment shall
         control;

                  (b)  The  representations  and  warranties  contained  in  the
         Agreement shall survive this Second Amendment in their original form as
         continuing representations and warranties of the Borrower; and

                  (c) Capitalized terms used in this Second  Amendment,  and not
         specifically  herein defined,  shall have the meanings ascribed to them
         in the Agreement.

In consideration hereof, the Borrower represents, warrants, covenants and agrees
that:

                   (aa)  Each  representation  and  warranty  set  forth  in the
         Agreement,  as hereby amended,  remains true and correct as of the date
         hereof  in all  material  respects,  except  to the  extent  that  such
         representation and warranty is expressly intended to apply solely to an
         earlier date and except changes  reflecting  transactions  permitted by
         the Agreement;

                  (bb)  There  currently  exists no  offsets,  counterclaims  or
         defenses  to  the  performance  of  the   Obligations   (such  offsets,
         counterclaims or defenses, if any, being hereby expressly waived);

                  (cc) There has not occurred any Default or Unmatured  Default;
         and

                  (dd) After  giving  effect to this  Second  Amendment  and any
         transactions contemplated hereby, no Default or Unmatured Default is or
         will be occasioned hereby or thereby.

                      PART IV. INDEPENDENT CREDIT DECISION

         Each  Lender  acknowledges  that  it  has,  independently  and  without
reliance  upon the  Agent or any  other  Lender,  based  on such  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this Second Amendment.

                          PART V. CONDITIONS PRECEDENT

         Notwithstanding  anything  contained  in this Second  Amendment  to the
contrary, the Lenders shall have no obligation under this Second Amendment until
each  of  the  following   conditions  precedent  have  been  fulfilled  to  the
satisfaction of the Agent:

                  (a) Each of the  conditions  set forth in  Section  6.2 of the
         Agreement shall have been satisfied;

                  (b) The Agent shall have received  counterparts of this Second
         Amendment  duly  executed  by the  Agent,  Borrower  and  the  Required
         Lenders;

                  (c) A fee  shall  be paid by  Borrower  to the  Agent  for the
         benefit of each Lender that has executed and delivered a counterpart of
         this Second Amendment by September 8, 1999 in an amount equal to $3,000
         for each such Lender;

                  (d) All legal matters  incident to this Second Amendment shall
         be reasonably satisfactory to the Agent and its counsel.

         IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have caused
this  Second  Amendment  to  be  executed  by  their  respective  officers  duly
authorized as of the date first above written.

                      [This space intentionally left blank]


<PAGE>



                                SIGNATURE PAGE OF

                             LILLY INDUSTRIES, INC.
                                       TO

                               SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                      LILLY INDUSTRIES, INC.



                                      By: /s/ John C. Elbin
                                           John C. Elbin, Vice President,
                                           Chief Financial Officer and Secretary


Address:

200 West 103rd Street
Indianapolis, Indiana  46290
Attention:  John C. Elbin
Facsimile:  317-814-8780






<PAGE>



                                SIGNATURE PAGE OF

                           BANK ONE, INDIANA, N.A. TO
                               SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                            BANK ONE, INDIANA, N.A.(successor by
                                            merger to NBD BANK, N.A.),
                                            individually and as Agent


                                            By:   Dennis L. Bassett

                                            Its:  Senior Vice President




<PAGE>



                                SIGNATURE PAGE OF

                            FIRST UNION NATIONAL BANK

                                       TO

                               SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                                     FIRST UNION NATIONAL BANK

                                                     By:   David C. Hauglia

                                                     Its:  Vice President



<PAGE>



                                SIGNATURE PAGE OF

                          HARRIS TRUST AND SAVINGS BANK

                                       TO

                               SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                               HARRIS TRUST AND SAVINGS BANK

                                               By:   Thad D. Rascne

                                               Its:  Vice President



<PAGE>



                                SIGNATURE PAGE OF

                          KEYBANK NATIONAL ASSOCIATION

                                       TO

                               SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                              KEYBANK NATIONAL ASSOCIATION

                                              By:   Frank J. Jancar

                                              Its:   Vice President


<PAGE>



                                SIGNATURE PAGE OF

                          NATIONAL CITY BANK OF INDIANA

                                       TO

                               SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                               NATIONAL CITY BANK OF INDIANA

                                               By:

                                               Its:   Vice President


<PAGE>



                                SIGNATURE PAGE OF

                              BANK OF AMERICA N.A.
                                       TO

                      SECOND AMENDMENT TO CREDIT AGREEMENT

                                           BANK OF AMERICA N.A. (formerly
                                           known as Bank of America N.T. & S.A.)


                                           By:

                                           Its:   Managing Director



<PAGE>








                      SECOND AMENDMENT TO CREDIT AGREEMENT

                                      among

                             LILLY INDUSTRIES, INC.

                             an Indiana corporation

                          the Lenders Signatory Hereto

                                       and

    BANK ONE, INDIANA, N.A. (successor by merger to NBD Bank, N.A.), as Agent







                           Dated as of August 31, 1999


<PAGE>



TABLE OF CONTENTS


PART I.     AMENDATORY PROVISIONS  ........................................... 1

                  SECTION 1      Definitions ................................. 1
                                            1.1   Defined Terms............... 1
                  SECTION 5      Covenants.................................... 2
                                      5.2      Negative Covenants............. 2
                                      5.2.15   Restrictive Agreements......... 2

PART II.    SCHEDULES......................................................... 2

PART III.   CONTINUING EFFECT................................................. 2

PART IV.    INDEPENDENT CREDIT DECISION....................................... 3

PART V.     CONDITIONS PRECEDENT.............................................. 3




<PAGE>




                             SCHEDULE 4.10 and 5.2.3

                                  Indebtedness

         The Borrower  incorporates  Schedule  5.2.2 by reference into Schedules
4.10 and 5.2.3.

         A 10-year economic  development note relating to the State of Kentucky.
The  principal  amount of the note is $186,000  and the lender is National  City
Bank.

         Indebtedness   in  the   aggregate   principal   amount  not  exceeding
$15,000,000  owed to a Lender  party to the  Agreement  secured by the  Mortgage
Lien, including any renewal, extension or refinancing thereof.


<PAGE>




                                 SCHEDULE 5.2.2

                                 Permitted Liens

         The  mortgage  lien  in  favor  of a  Lender  party  to  the  Agreement
encumbering  Borrower's  real estate  located at 2200 West 103rd,  Indianapolis,
Indiana  46290,  and all buildings  and  improvements  now or hereafter  located
thereon and all other  tangible  personal  property owned by Borrower and now or
hereafter used or intended for use in  constructing,  furnishing,  equipping and
operating any improvements located on such real estate (the "Mortgage Lien").