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                                                                    Exhibit 10.8
                                           
                                           
                                   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 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


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    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."
    
    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:


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         "(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 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."


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    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



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