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                                                                    Exhibit 10.9

                              WYNN'S INTERNATIONAL, INC.
                       1997 CORPORATE MANAGEMENT INCENTIVE PLAN

    
    SECTION 1.     The purpose of this 1997 Corporate Management Incentive Plan
(the "1997 Plan") is to provide a reward for performance and an incentive for
the future endeavors of the Corporate Management Employees who contribute to the
success of the enterprise by their ability, industry, loyalty, or exceptional
service, through making them participants in that success.
    
    SECTION 2.
    
    (a)  Wynn's International, Inc. (the "Company") shall establish a reserve
for bonus payments for Corporate Management Employees for the year 1997 (the
"Corporate Bonus Pool") with a corresponding charge to income for the year 1997
in an amount which the independent public accountants of the Company verify and
report to be equal to ten percent (10%) of the amount by which the Consolidated
Pretax Earnings of the Company exceed an eighteen percent (18%) return on
Beginning Equity, provided, however, that (i) the maximum amount of the
Corporate Bonus Pool shall be One Million Six Hundred Seventy-Five Thousand
Dollars ($1,675,000), and (ii) no amounts shall be earned hereunder if the
Consolidated Pretax Earnings of the Company for the year ended December 31, 1997
are less than Thirty-One Million Six Hundred Seventy Thousand Dollars
($31,670,000).
    
    (b)  Before the payment of bonus awards for the year 1997, the independent
accountants of the Company shall verify and report to the Board of Directors of
the Company (the "Board") the total amount of the Corporate Bonus Pool and bonus
awards to be paid therefrom shall not exceed the Corporate Bonus Pool as
verified and reported by the independent public accountants.  Bonus awards under
the 1997 Plan shall be charged to income for 1997.
    
    SECTION 3.
    
    (a)  The term "Consolidated Pretax Earnings" as used in the 1997 Plan shall
mean, for calendar year 1997, the Company's income before taxes based on income
as shown on the Consolidated Statements of Income section of the Company's 1997
Consolidated Financial Statements after making adequate provision for the
Corporate Bonus Pool in the 1997 Consolidated Financial Statements.
    
    (b)  The term "Beginning Equity" shall mean the total stockholders' equity
of the Company and subsidiaries at December 31, 1996, as reported in the
Consolidated Balance Sheets section of the Company's 1997 Consolidated Financial
Statements.
    
    (c)  The term "1997 Consolidated Financial Statements" as used in the 1997
Plan shall mean those financial statements of the Company and its subsidiaries
contained


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in the Company's annual report to stockholders for the year ended December 31,
1997 and upon which an opinion has been expressed by the independent public
accountants of the Company.
    
    (d)  The term "Corporate Management Employee" shall mean any person
employed as Chairman and Chief Executive Officer, President and Chief Operating
Officer, Vice President-Finance and Chief Financial Officer, Vice
President-Corporate Affairs, General Counsel and Secretary, Assistant General
Counsel and Assistant Secretary, Treasurer and Controller, Assistant Secretary,
Tax Manager, Employee Benefits and Risk Manager, and any other management
employees of the Company designated by the Chief Executive Officer.
    
     SECTION 4.    Full power and authority to construe, interpret, and
administer the 1997 Plan shall be vested in the Board as from time to time
constituted pursuant to the By-Laws of the Company.  Decisions of the Board
shall be final, conclusive, and binding. The Board shall rely upon and be bound
by the amount of Consolidated Pretax Earnings, Beginning Equity and the
Corporate Bonus Pool, all as verified and reported by the independent public
accountants of the Company.  The foregoing shall include, but shall not be
limited to, all determinations by the Board as to (i) the eligibility of a
Corporate Management Employee for consideration for a bonus, and (ii) the
amount, if any, of the bonus award paid to a Corporate Management Employee.  Any
person who accepts any benefit hereunder agrees to accept as final, conclusive,
and binding, the determinations of the Board.
    
    SECTION 5.     The Board shall have discretion with respect to the
determination of individual bonus awards to the executive officers of the
Company.  Individual bonus awards to other Corporate Management Employees shall
be at the discretion of the Chief Executive Officer of the Company.  The total
Corporate Bonus Pool shall be distributed to the 1997 Plan participants, subject
to the following two limitations.  First, the total Corporate Bonus Pool shall
not be distributed if such distribution would cause the limits on the maximum
amounts payable to executive officers set forth Section 6 to be exceeded. 
Second, regardless of whether such limits on bonus awards to executive officers
are reached, the balance of the Corporate Bonus Pool need not be distributed to
Corporate Management Employees who are not executive officers.  The
recommendations for bonus awards under the 1997 Plan for executive officers of
the Company shall be made to the Compensation Committee of the Board (the
"Committee") by the Chief Executive Officer under such procedure as may from
time to time be approved by the Board, except that no such recommendations shall
be made with respect to the Chief Executive Officer, but such bonus shall be
dealt with exclusively by the Committee under such procedures as it may
determine.  Nothing contained herein shall entitle any Corporate Management
Employee to any bonus award or to a bonus award for any specific amount, as a
matter of right, for services rendered in 1997.
    
    SECTION 6.     Notwithstanding the provisions of Sections 2 and 5, the
Committee shall have the authority to recommend to the Board, and the Board
shall have the power


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to authorize in accordance with the recommendations of the Committee, the
payment of additional bonus awards to any or all executive officers for
outstanding performance in 1997, provided, however, that the amount of any such
additional bonus award, together with any amounts paid pursuant to Sections 2
and 5, shall not exceed one hundred percent (100%) of such executive officer's
base salary in 1997.
    
    SECTION 7.     Bonus awards under the 1997 Plan will be paid to each
recipient no later than March 15, 1998 in one installment in cash, restricted
stock of the Company, or any combination thereof.  Any award of the Company's
restricted stock is subject to the approval of the Committee.
    
    SECTION 8.     Upon termination of a Corporate Management Employee's
employment during the calendar year 1997 other than by death, such participant
shall not be entitled as a matter of right to any bonus award for services
rendered in 1997, provided, however, the Board may award a bonus as a matter of
discretion pursuant to Section 9 below.
    
    SECTION 9.     Notwithstanding Section 8 above, a Corporate Management
Employee whose employment terminates during the year or who is granted a leave
of absence during the year, and who at the time of such termination of
employment or granting of leave is eligible for consideration of a bonus, may,
at the discretion of the Board, and under such rules as the Board may from time
to time approve, be awarded a bonus with respect to the period of his/her
services during the year 1997.
    
    SECTION 10.    Upon the death of a Corporate Management Employee during
1997, there shall be paid (as a death benefit and in lieu of any payment
pursuant to Section 5 which would otherwise have been payable after the death of
such Corporate Management Employee) to such beneficiaries as the Corporate
Management Employee shall have designated in writing and on forms prescribed by
and filed with the Board, or, if no such designation of beneficiaries has been
made, to such Corporate Management Employee's legal representatives or to the
persons entitled thereto as determined by a court of competent jurisdiction, an
amount equal to the bonus award, if any, that would have been paid to the
deceased Corporate Management Employee had such participant remained employed by
the Company through December 31, 1997.  Any bonus which may be awarded to such
deceased participant shall be paid at the time awards are paid to other
participants pursuant to the 1997 Plan.
    
    SECTION 11.    The 1997 Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware and
construed accordingly.
    
    SECTION 12.    The 1997 Plan is effective as of January 1, 1997.


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