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                                                                   EXHIBIT 10.25


                               AMENDMENT NO. 1
                                      TO
                 THE CORPORATEplan FOR RETIREMENT SELECT PLAN


         This Amendment No. 1 to The CORPORATEplan for Retirement Select Plan
(the "Plan") as adopted by Wynn's International, Inc. (the "Company") is made as
of January 6, 1999.

                               W I T N E S S E T H

         WHEREAS, on August 5, 1998, the Board of Directors of the Company
approved the adoption of the Plan in accordance with the terms set forth in the
Basic Plan and Adoption Agreement;

         WHEREAS, the Board of Directors of the Company specifically authorized,
with the consent of James Carroll ("Mr. Carroll"), the contribution of amounts
previously deferred by Mr. Carroll pursuant to the Executive Deferred
Compensation Agreement dated as of February 18, 1997, as subsequently amended
(the "Deferred Compensation Agreement"), to the Plan;

         WHEREAS, the Company and Mr. Carroll entered into a Third Amendment to
the Deferred Compensation Agreement dated as of January 6, 1999 (the "Third
Amendment") pursuant to which Mr. Carroll authorized the Company to contribute
to the Plan amounts previously deferred by Mr. Carroll;

         WHEREAS, the Plan needs to be amended to reflect the provisions of the
Third Amendment; and

         WHEREAS, the Plan needs to be amended to reflect certain other
modifications to the Basic Plan and Adoption Agreement;

         NOW, THEREFORE, the Plan is amended as follows:

         1. Pursuant to the terms of the Third Amendment, the Company is
authorized to contribute, and the Plan Trustee is authorized to receive, amounts
previously deferred by Mr. Carroll. Upon the completion of enrollment forms, Mr.
Carroll shall have investment control over the amounts contributed by the
Company pursuant to the Third Amendment.

         2. Article 4.01 shall be amended in its entirety to read as follows:

         "4.01. Deferral Contributions. Each Participant may elect to execute a
         salary and/or a bonus reduction agreement with the Employer to reduce
         his Compensation by a specified percentage not exceeding the percentage
         set forth in Section 1.05(a) and equal to a whole number multiple of
         one (1) percent. Such agreement shall become effective on the first day
         of the period as set forth in the Participant's election. The election
         will be effective to defer Compensation relating to services performed
         in a Plan Year subsequent to the filing of such



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         election. An election once made will remain in effect until a new
         election is made. A new election will be effective as of the first day
         of a period not less than three months from the last such election in
         such Plan Year and will only apply to Compensation payable with respect
         to services rendered after such date. Amounts credited to a
         Participant's account prior to the effective date of any new election
         will not be affected and will be paid in accordance with that prior
         election. The Employer shall credit an amount to the account maintained
         on behalf of the Participant corresponding to the amount of said
         reduction. Under no circumstances may a salary reduction agreement be
         adopted retroactively.

         A Participant may revoke a salary and/or bonus reduction agreement for
         a Plan Year during that year. Amounts credited to a Participant's
         account prior to the effective date of such revocation will not be
         affected and will be paid in accordance with the prior election. If a
         Participant revokes a salary and/or bonus reduction agreement during a
         Plan Year, any new election by such Participant will become effective
         no earlier than the first day of the following Plan Year."

         3. Except as expressly amended herein, the provisions of the Plan shall
continue in full force and effect.

         IN WITNESS WHEREOF, this Amendment No. 1 is executed as of the date
above.


                                                   WYNN"S INTERNATIONAL, INC.


                                                   By: /s/ Seymour A. Schlosser
                                                       ------------------------
                                                       Seymour A. Schlosser
                                                       Vice President-Finance


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