Exhibit 10.8

                                AMENDMENT FIVE TO

                        RETIREMENT PLAN FOR EMPLOYEES OF

                CAPITAL SOUTHWEST CORPORATION AND ITS AFFILIATES

                 As Amended and Restated Effective April 1, 1989


     WHEREAS,  effective as of April 1, 1989, the Retirement  Plan for Employees
of Capital Southwest Corporation and Its Affiliates (the "Plan") was amended and
restated in its entirety;

     WHEREAS, by the terms of Section 6.4 of the amended and restated Plan, said
Plan  may  be  amended  by  Capital   Southwest   Corporation  (the  "Sponsoring
Employer");

     WHEREAS,  the  Sponsoring  Employer has  determined  that the Plan shall be
amended  to  reduce  the  amount of bonus to be  included  in  compensation  for
purposes of computing final average monthly compensation; and

     WHEREAS, the Board of Directors of the Sponsoring Employer has approved and
adopted this Amendment Five to the Plan;

     NOW,  THEREFORE,  the last  paragraph of Section  1.1(A)(15) of the Plan is
hereby  amended,  effective  as of January 1, 2003,  to read in its  entirety as
follows:

     "Notwithstanding  any provision of this Section 1.1(A)(15) to the contrary,
     for  purposes  of  determining  a  Participant's  average  monthly  rate of
     Compensation on or after April 1, 1998, the Participant's  Compensation for
     a calendar  year shall not include  the portion of any bonus or  aggregated
     bonuses  paid  in  such   calendar  year  which  exceeds  (a)  40%  of  the
     Participant's total base pay in the calendar year, for years prior to 2003,
     and (b) 25% of the  Participant's  total base pay in the calendar year, for
     years after 2002.  Provided,  however,  that the  Participant's  retirement
     benefits under the Plan on and after January 1, 2003 shall not be less than
     the  Accrued  Deferred  Monthly  Retirement  Income  Commencing  at  Normal
     Retirement  Date that the  Participant  has accrued as of December 31, 2002
     using  'Final  Average  Monthly  Compensation'  determined  as of such date
     without regard to clause (b) of the preceding sentence."


     IN  WITNESS  WHEREOF,   CAPITAL  SOUTHWEST   CORPORATION  has  caused  this
instrument  to be  executed by its duly  authorized  officer on this ____ day of
________________, 2002, to be effective January 1, 2003.

                                                   CAPITAL SOUTHWEST CORPORATION


                                                   By___________________________

                                                   Title:_______________________