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                                                                    Exhibit 10.9


                                  RESOLUTION OF
                            THE BOARD OF DIRECTORS OF
                                EASCO CORPORATION



         WHEREAS, Easco Corporation (the "Company") wishes to amend certain
provisions of the Easco Corporation Retirement Plan for Corporate Vice
Presidents and Other Selected Executives (the "Plan") pertaining to early
retirement so as to enhance early retirement benefits for participants in the
Plan who retire after attaining age 50 with age and service totaling at least
80.

         RESOLVED, that the Plan is hereby amended as follows:

         1.   Section 2.2 is amended to read as follows (new language is
underlined):

         2.2  "Average Annual Compensation" means the average of an Eligible
Employee's Applicable Compensation for the three consecutive years out of the
five years prior to retirement (10 YEARS PRIOR TO RETIREMENT IN THE CASE OF RULE
OF 80 RETIREMENT) which produces the highest amounts.

         2.   Section 2.7 is amended to read as follows (new language is
underlined):

         2.7  "EARLY RETIREMENT DATE" means the EARLIER OF (I) the date on which
an Eligible Employee has attained age 55 and completed at least 5 Years of
Service or (II) THE DATE ON WHICH AN ELIGIBLE EMPLOYEE HAS ATTAINED AGE 50 WITH
THE TOTAL OF THE ELIGIBLE EMPLOYEE'S AGE AND YEARS OF SERVICE EQUALING AT LEAST
80.

         3.   The following new Section 2.14 is added to the Plan and current
Section 2.14 is redesignated Section 2.15:

         2.14 "RULE OF 80 RETIREMENT" means retirement on an Early
Retirement Date described in section 2.7(ii).

         4.   Section 4.1 is amended in its entirety to read as follows (new
language is underlined):

         4.1  QUALIFICATION AND AMOUNT. An Eligible Employee who has attained
his Early Retirement Date may retire on any day prior to his Normal
Retirement Date. An Eligible Employee who retires, or whose Early Retirement
Benefit begins, after attaining age 62 shall be entitled to an annual Early
Retirement Benefit (when expressed as a benefit payable for a term certain of 60
months and for the life of the Eligible Employee


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                                                                    Exhibit 10.9



thereafter) equal to 50% of his Average Annual Compensation. An Eligible
Employee who retires, or whose Early Retirement Benefit begins, before attaining
age 62 AND BEFORE QUALIFYING FOR RULE OF 80 RETIREMENT shall be entitled to an
annual Early Retirement Benefit (when expressed as a benefit payable for a term
certain of 60 months and for the life of the Eligible Employee thereafter),
equal to a percentage of his Average Annual Compensation determined from the
following chart.

<TABLE>

                  Eligible Employee's Age               Percentage of
                       at Retirement                 Annual Compensation
                       -------------                 -------------------
                            <S>                             <C>
                            55                              32.5%
                            56                              35
                            57                              37.5
                            58                              40
                            59                              42.5
                            60                              45
                            61                              47.5

</TABLE>

         AN ELIGIBLE EMPLOYEE WHO RETIRES, OR WHOSE EARLY RETIREMENT BENEFIT
BEGINS BEFORE ATTAINING AGE 62 BUT AFTER QUALIFYING FOR RULE OF 80 RETIREMENT
SHALL BE ENTITLED TO AN ANNUAL EARLY RETIREMENT BENEFIT (WHEN EXPRESSED AS A
BENEFIT PAYABLE FOR A TERM CERTAIN OF 60 MONTHS AND FOR THE LIFE OF THE ELIGIBLE
EMPLOYEE THEREAFTER), EQUAL TO 32.5% OF HIS AVERAGE ANNUAL COMPENSATION, OR, IF
THE ELIGIBLE EMPLOYEE IS AGE 56 OR OLDER AT RETIREMENT OR WHEN HIS EARLY
RETIREMENT BENEFIT BEGINS, THE PERCENTAGE OF HIS AVERAGE ANNUAL COMPENSATION
DETERMINED BY THE ABOVE CHART. An Eligible Employee's Early Retirement Benefit
shall be payable by the Employer with which the Eligible Employee was employed
when he retired.

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Easco
Corporation hereby approves and adopts the proposed amendment to the Plan, and
the proper officers of the Corporation are authorized and directed to take such
actions as they consider necessary or desirable for purposes of implementing the
amendment herein adopted.