LILLY INDUSTRIES INC
AMENDMENT TO THE EXECUTIVE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>19
<FILENAME>0019.txt
<DESCRIPTION>AMENDMENT TO THE EXECUTIVE RETIREMENT PLAN
<TEXT>


                                AMENDMENT TO THE
                LILLY INDUSTRIES, INC. EXECUTIVE RETIREMENT PLAN

         The Lilly Industries,  Inc.  Executive  Retirement Plan (the "Plan") is
hereby amended, effective as of May 11, 2000, as set forth below.

                  1.  Section  2.01(d) of the Plan is hereby  amended to read in
         its entirety as follows:

                           (d) "Change in Control" means:

                                    (1)  The   acquisition  by  any  individual,
                                    entity  or  group  (within  the  meaning  of
                                    Section   13(d)(3)   or   14(d)(2)   of  the
                                    Securities  Exchange Act of 1934, as amended
                                    (the   "Exchange   Act"))  (a  "Person")  of
                                    beneficial  ownership (within the meaning of
                                    Rule 13d-3  promulgated  under the  Exchange
                                    Act)  of 20%  or  more  of  either  (A)  the
                                    then-outstanding  shares of common  stock of
                                    the Company (the "Outstanding Company Common
                                    Stock") or (B) the combined  voting power of
                                    the  then-outstanding  voting  securities of
                                    the Company  entitled to vote  generally  in
                                    the election of directors (the  "Outstanding
                                    Company   Voting   Securities");   provided,
                                    however,  that, for purposes of this Section
                                    2.01(d),  the following  acquisitions  shall
                                    not constitute a Change in Control:  (A) any
                                    acquisition  directly from the Company,  (B)
                                    any  acquisition  by the  Company,  (C)  any
                                    acquisition by any employee benefit plan (or
                                    related  trust)  sponsored or  maintained by
                                    the Company or any affiliated company or (D)
                                    any acquisition by any corporation  pursuant
                                    to a transaction that complies with Sections
                                    2.01(d)(3)(A),       2.01(d)(3)(B)       and
                                    2.01(d)(3)(C);

                                    (2)  Individuals  who,  as of May 11,  2000,
                                    constituted   the  Board   (the   "Incumbent
                                    Board")  cease for any reason to  constitute
                                    at least a majority of the Board;  provided,
                                    however,  that  any  individual  becoming  a
                                    director subsequent to the date hereof whose
                                    election,  or nomination for election by the
                                    Company's  shareholders,  was  approved by a
                                    vote of at least a majority of the directors
                                    then comprising the Incumbent Board shall be
                                    considered as though such  individual were a
                                    member   of   the   Incumbent   Board,   but
                                    excluding,   for  this  purpose,   any  such
                                    individual   whose  initial   assumption  of
                                    office  occurs  as a result  of an actual or
                                    threatened  election contest with respect to
                                    the  election  or  removal of  directors  or
                                    other actual or threatened  solicitation  of
                                    proxies  or  consents  by or on  behalf of a
                                    Person other than the Board;

                                    (3)   Consummation   of  a   reorganization,
                                    merger,   consolidation  or  sale  or  other
                                    disposition of all or  substantially  all of
                                    the  assets  of  the  Company  (a  "Business
                                    Combination"),   in   each   case,   unless,
                                    following such Business Combination, (A) all
                                    or substantially  all of the individuals and
                                    entities that were the beneficial  owners of
                                    the Outstanding Company Common Stock and the
                                    Outstanding    Company   Voting   Securities
                                    immediately    prior   to   such    Business
                                    Combination  beneficially  own,  directly or
                                    indirectly,    more    than   60%   of   the
                                    then-outstanding  shares of common stock and
                                    the    combined    voting   power   of   the
                                    then-outstanding  voting securities entitled
                                    to  vote   generally   in  the  election  of
                                    directors,  as  the  case  may  be,  of  the
                                    corporation  resulting  from  such  Business
                                    Combination (including,  without limitation,
                                    a  corporation  that,  as a  result  of such
                                    transaction,  owns  the  Company  or  all or
                                    substantially  all of the  Company's  assets
                                    either  directly  or  through  one  or  more
                                    subsidiaries)  in  substantially   the  same
                                    proportions as their  ownership  immediately
                                    prior to such  Business  Combination  of the
                                    Outstanding  Company  Common  Stock  and the
                                    Outstanding  Company Voting  Securities,  as
                                    the case may be,  (B) no  Person  (excluding
                                    any corporation resulting from such Business
                                    Combination or any employee benefit plan (or
                                    related   trust)  of  the  Company  or  such
                                    corporation  resulting  from  such  Business
                                    Combination)  beneficially owns, directly or
                                    indirectly,  20% or more  of,  respectively,
                                    the then-outstanding  shares of common stock
                                    of  the  corporation   resulting  from  such
                                    Business  Combination or the combined voting
                                    power   of   the   then-outstanding   voting
                                    securities  of such  corporation,  except to
                                    the extent that such ownership existed prior
                                    to  the  Business  Combination,  and  (C) at
                                    least a majority of the members of the board
                                    of  directors of the  corporation  resulting
                                    from such Business  Combination were members
                                    of the  Incumbent  Board  at the time of the
                                    execution of the initial agreement or of the
                                    action  of  the  Board  providing  for  such
                                    Business Combination; or

                                    (4)  Approval  by  the  shareholders  of the
                                    Company   of  a  complete   liquidation   or
                                    dissolution of the Company.

                  2. Section 2.02(c) of the Plan is hereby amended by adding the
         following phrase at the end thereof: ", except as specifically provided
         in Article VIII."

                  3. Section 4.02(b) of the Plan is hereby amended by adding the
         following phrase after the words  "Notwithstanding  any other provision
         of the Plan: ", other than Article VIII".

                  4. A new  Article  VIII is added to the Plan,  reading  in its
         entirety as follows:



                                   ARTICLE VII

                                CHANGE IN CONTROL

         Section 8.01. Vested Benefits.  Notwithstanding  any other provision of
the  Plan,  upon a Change  in  Control,  each  Participant  shall be vested in a
percentage of his or her Base Pension  determined by dividing (i) the greater of
the  Participant's  actual  Years of  Service  as of the date of the  Change  in
Control or eleven (11) by (ii) twenty-two  (22).  Such vested  percentage of the
Base  Pension  shall  not be  forfeitable  for  any  reason,  including  without
limitation those provided under Section 4.02 of the Plan.

         Section 8.02. Payment of Benefits.  Notwithstanding any other provision
of the Plan, immediately following any Change in Control, each Participant shall
be paid in a lump sum the  actuarial  present  value of his or her  vested  Base
Pension  (determined  after applying  Section 8.01),  unless the Participant has
previously elected, in accordance with an election procedure  established by the
Committee  or its  designee  (the  timing of which  shall be  determined  by the
Committee or its designee in its sole discretion),  not to receive such lump sum
payment.  If a  Participant  who receives a lump sum payment  under this Section
8.02 or his or her surviving spouse should become entitled to receive any future
payments under the Plan, the amount of such future payments shall be actuarially
reduced to reflect the receipt of such payment under this Section 8.02.

         Section  8.03 For  purposes of this  Article  VIII,  actuarial  present
values and actuarial  reductions shall be determined using (i) a discount factor
equal to the interest rate for the most recently issued  Ten-Year U.S.  Treasury
Notes outstanding on the date of the Change in Control,  and (ii) the 1983 Group
Annuity Mortality Table for Males.

                                    * * * * *

                  5. The Plan is in all other  respects  ratified and  confirmed
         without amendment.

         This Amendment to Lilly Industries,  Inc. Executive Retirement Plan has
been executed by the duly authorized  officers of Lilly  Industries,  Inc. as of
this 11th day of May, 2000.

                                        LILLY INDUSTRIES, INC.


                                        By: /s/ Douglas W. Huemme
                                            ----------------------------------
                                             Douglas W. Huemme, Chairman
                                                & Chief Executive Officer

ATTEST:

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

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