Exhibit 10.1

[RPM Letterhead]

RONALD A. RICE
VICE PRESIDENT - ADMINISTRATION
ASSISTANT SECRETARY

April 12,2002

Mr. Thomas C. Sullivan
Chairman & CEO
RPM, INC.
P. O. Box 777
Medina, OH 44258

RE: Succession and Post-Retirement Consulting

Dear Tom:

During the past year, as you are well aware, the Compensation Committee, on behalf of the entire Board, has been engaged in a thorough review of the executive management transition and succession process. In order to facilitate a smooth and orderly transition of responsibilities within RPM's executive management team upon your retirement on January 1, 2003, the Compensation Committee has considered and recommended that RPM retain your continued services as a Consultant. The significant events leading up to your retirement and the overall terms of your consulting relationship with RPM have been mutually agreed to as follows:

1) Effective October 11, 2002 you will step down as CEO and Frank will, upon election by the Board, succeed to the title and position of CEO and President. However, you have agreed to continue to serve as Chairman of the Board and serve as a Board member in Class I until the expiration of such term or until a successor has been duly elected.

2) Effective January 1, 2003, you will retire from employee status.

3) For the twenty-nine (29) month period, January 1, 2003 through May 31, 2005 (the "Consulting Period"), you have agreed to maintain a commitment to RPM by utilizing your industry experience and business relationships to assist in corporate development related activities including identifying acquisition opportunities, as may be requested from time-to-time by the Company.

The Compensation Committee has recognized and RPM agrees that your continued commitment beyond retirement, as Chairman and Consultant, will bring meaningful value to the Company and its shareholders. Given the material benefits to RPM, the Company has agreed to the following compensation and benefits transition and structure:

4/12/02

1. EMPLOYMENT AGREEMENT DATED FEBRUARY 1, 2001 -- By the terms of this Agreement, and coincident with your retirement date, your Employment Period will expire on January 1, 2003. Accordingly, you will no longer be entitled to further payment of your active employee Base Salary and will no longer be entitled to participate in the Benefit Plans, except as required by law, the terms of the Benefit Plans, or as provided for during the Consulting Period (see below).

2. CONSULTING PERIOD -- During the twenty-nine (29) month Consulting Period, the Company will pay you a gross amount of $2,102,500 (which will be paid in equal monthly installments throughout the Consulting Period) for your services as Consultant, Chairman and Board Member. In addition, during the Consulting Period, you will also be entitled to the following benefits at the Company's sole cost and expense:

a. Use of reasonable off-site office space;
b. Use of a part-time administrative assistant;
c. Use of your current Company Car, whereupon at the end of the Consulting Period, the Company will purchase and transfer full ownership to you;
d. Continued coverage under the Company's Health Insurance Plan for you and your eligible dependent;
e. Continued payment of the standard monthly membership dues during the Consulting Period for two country clubs, and the quarterly membership dues for The Union Club; and
f. Continuation of financial planning services, as currently provided

The Company believes the arrangements described above provide RPM with assurance of an orderly and effective transition and provides the management team continued access to your unique knowledge, insights and experience. This letter constitutes the entire agreement concerning this subject matter and supersedes all prior and contemporaneous agreements, if any.

Sincerely yours,

RPM, INC.

/s/ Ronald A. Rice

Ronald A. Rice
Vice President -- Administration and Assistant Secretary

cc Compensation Committee
Frank C. Sullivan
P. Kelly Tompkins

I HAVE READ, UNDERSTAND AND ACCEPT ALL OF THE TERMS AND CONDITIONS AS SET
FORTH IN THIS LETTER AGREEMENT.

 /s/ Thomas C. Sullivan                            5/24/02
-------------------------------                  -------------
(Signature)                                        Date


 /s/ Mary Hall Crawford                           5/24/02
------------------------------                  -------------
 (Witness)                                        Date

Exhibit 10.2

RONALD A. RICE
VICE PRESIDENT - ADMINISTRATION
ASSISTANT SECRETARY

April 12, 2002

Mr. James A. Karman
Vice Chairman
RPM, INC.
P.O. Box 777
Medina, OH 44258

RE: Succession and Post-Retirement Consulting

Dear Jim:

During the past year, as you are well aware, the Compensation Committee, on behalf of the entire Board, has been engaged in a thorough review of the executive management transition and succession process. In order to facilitate a smooth and orderly transition of responsibilities within RPM's executive management team upon your retirement on January 1, 2003, the Compensation Committee has considered and recommended that RPM retain your continued services as a Consultant. The significant events leading up to your retirement and the overall terms of your consulting relationship with RPM have been mutually agreed to as follows:

1) Effective October 11, 2002 you will step down as Vice Chairman of RPM. However, you have agreed to continue to serve as Board member in Class II until the expiration of that term or until a successor has been duly elected.

2) Effective January 1, 2003, you will retire from employee status.

3) For the seventeen (17) month period, January 1, 2003 through May 31, 2004 (the "Consulting Period"), you have agreed to maintain a commitment to RPM by utilizing your professional experience and business relationships to assist in the area of investor relations (or such other areas), as may be reasonably requested from time-to-time by the Company.

The Compensation Committee has recognized and RPM agrees that your continued commitment beyond retirement, as a Consultant, will bring meaningful value to the Company and its shareholders. Given the material benefits to RPM, the Company has agreed to the following compensation and benefits transition and structure:

1. EMPLOYMENT AGREEMENT DATED FEBRUARY 1, 2001 -- By the terms of this Agreement, and coincident with your retirement date, your Employment Period will expire on January 1, 2003. Accordingly, you will no longer be entitled to further payment of your active employee Base Salary and will no longer be entitled to participate in the Benefit Plans, except as required by law, the terms of the Benefit Plans, or as provided for during the Consulting Period (see below).

4/12/02

2. CONSULTING PERIOD -- During the seventeen (17) month Consulting Period, the Company will pay you a gross amount of $970,417 (which will be paid in equal monthly installments throughout the Consulting Period) for your services as Consultant and Board Member. In addition, during the Consulting Period, you will also be entitled to the following benefits at the Company's sole cost and expense:

a. Use of your current Company Car, whereupon at the end of the Consulting Period, the Company will purchase and transfer full ownership to you;
b. Continued coverage under the Company's Health Insurance Plan for you and your eligible dependent;
c. Continued payment of the standard monthly membership dues during the Consulting Period for one country club, and the quarterly membership dues for The Union Club; and
d. Continuation of financial planning services, as currently provided.

The Company believes the arrangements described above provide RPM with assurance of an orderly and effective transition and provides the management team continued access to your unique knowledge, insights and experience. This letter constitutes the entire agreement concerning this subject matter and supersedes all prior and contemporaneous agreements, if any.

Sincerely yours,

RPM, INC.

/s/ Ronald A. Rice

Ronald A. Rice
Vice President -- Administration and Assistant Secretary

cc Compensation Committee
Frank C. Sullivan
P. Kelly Tompkins

  /s/ James A. Karman                            May 24, 2002
------------------------------                  --------------
(Signature)                                           Date

 /s/ Mary Hall Crawford                            5-24-02
------------------------------                  --------------
(Witness)                                             Date

Exhibit 10.8.1

EFFECTIVE MAY 31, 2002

TABLE OF CONTENTS

                                                                                                                  PAGE
                                                                                                                  ----
ARTICLE 1 DEFINITIONS..............................................................................................1

ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY.......................................................................8

           2.1      SELECTION BY COMMITTEE.........................................................................8
           2.2      ENROLLMENT REQUIREMENTS........................................................................8
           2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................................9
           2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................................................9

ARTICLE 3 DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/COMPANY RESTORATION
                    MATCHING AMOUNTS/RESTRICTED STOCK AMOUNTS/VESTING/CREDITING/TAXES..............................9

           3.1      MINIMUM DEFERRALS..............................................................................9
           3.2      MAXIMUM DEFERRAL..............................................................................10
           3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM....................................................11
           3.4      WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS..........................................11
           3.5      ROLLOVER AMOUNT...............................................................................11
           3.6      ANNUAL STOCK DIVIDEND AMOUNT..................................................................12
           3.7      ANNUAL COMPANY CONTRIBUTION AMOUNT............................................................12
           3.8      ANNUAL COMPANY RESTORATION MATCHING AMOUNT....................................................13
           3.9      ANNUAL RESTRICTED STOCK AMOUNT................................................................13
           3.10     VESTING.......................................................................................13
           3.11     CREDITING/DEBITING OF ACCOUNT BALANCES AND MERGER ACCOUNTS....................................14
           3.12     FICA AND OTHER TAXES..........................................................................17

ARTICLE 4 DEDUCTION LIMITATION....................................................................................18

           4.1      DEDUCTION LIMITATION ON BENEFIT PAYMENTS......................................................18

ARTICLE 5 SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL
                    ELECTION......................................................................................18

           5.1      SHORT-TERM PAYOUT.............................................................................18
           5.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM................................................19
           5.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.........................19
           5.4      WITHDRAWAL ELECTION...........................................................................19

ARTICLE 6 MERGER ACCOUNT..........................................................................................20

           6.1      MERGER ACCOUNT................................................................................20
           6.2      VESTING OF MERGER ACCOUNT.....................................................................20
           6.3      PAYMENT OF MERGER ACCOUNT.....................................................................21

ARTICLE 7 RETIREMENT BENEFIT FROM ACCOUNT BALANCE.................................................................21

           7.1      RETIREMENT BENEFIT............................................................................21
           7.2      PAYMENT OF RETIREMENT BENEFIT.................................................................21

 ARTICLE 8 TERMINATION BENEFIT FROM ACCOUNT BALANCE...............................................................22

           8.1      TERMINATION BENEFIT...........................................................................22
           8.2      PAYMENT OF TERMINATION BENEFIT................................................................22

 ARTICLE 9 DISABILITY WAIVER AND BENEFIT FROM ACCOUNT BALANCE.....................................................22

           9.1      DISABILITY WAIVER.............................................................................22
           9.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT.....................................................22

 ARTICLE 10 SURVIVOR BENEFIT FROM ACCOUNT BALANCE.................................................................23

          10.1      SURVIVOR BENEFIT..............................................................................23
          10.2      PAYMENT OF SURVIVOR BENEFIT...................................................................23

 ARTICLE 11  BENEFICIARY DESIGNATION..............................................................................23

          11.1      BENEFICIARY...................................................................................23
          11.2      BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................................23
          11.3      ACKNOWLEDGEMENT...............................................................................23
          11.4      NO BENEFICIARY DESIGNATION....................................................................23
          11.5      DOUBT AS TO BENEFICIARY.......................................................................24
          11.6      DISCHARGE OF OBLIGATIONS......................................................................24

 ARTICLE 12 LEAVE OF ABSENCE......................................................................................24

          12.1      PAID LEAVE OF ABSENCE.........................................................................24
          12.2      UNPAID LEAVE OF ABSENCE.......................................................................24

 ARTICLE 13 TERMINATION, AMENDMENT OR MODIFICATION................................................................24

          13.1      TERMINATION...................................................................................24
          13.2      AMENDMENT.....................................................................................25
          13.3      PARTICIPATION BY SUBSIDIARIES.................................................................25
          13.4      PLAN AGREEMENT................................................................................25
          13.5      EFFECT OF PAYMENT.............................................................................26

 ARTICLE 14 ADMINISTRATION........................................................................................26

          14.1      COMMITTEE DUTIES..............................................................................26
          14.2      ADMINISTRATION UPON CHANGE IN CONTROL.........................................................26
          14.3      AGENTS........................................................................................27
          14.4      BINDING EFFECT OF DECISIONS...................................................................27

          14.5      INDEMNITY OF COMMITTEE AND BENEFITS REVIEW COMMITTEE..........................................27
          14.6      EMPLOYER INFORMATION..........................................................................28

ARTICLE 15 OTHER BENEFITS AND AGREEMENTS..........................................................................28

          15.1      COORDINATION WITH OTHER BENEFITS..............................................................28

ARTICLE 16 CLAIMS PROCEDURES......................................................................................28

          16.1      PRESENTATION OF CLAIM.........................................................................28
          16.2      NOTIFICATION OF DECISION......................................................................28
          16.3      REVIEW OF A DENIED CLAIM......................................................................29
          16.4      DECISION ON REVIEW............................................................................30
          16.5      LEGAL ACTION..................................................................................30

 ARTICLE 17 TRUST.................................................................................................30

          17.1      ESTABLISHMENT OF THE TRUST....................................................................30
          17.2      INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................................30
          17.3      DISTRIBUTIONS FROM THE TRUST..................................................................31

 ARTICLE 18 MISCELLANEOUS.........................................................................................31

          18.1      STATUS OF PLAN................................................................................31
          18.2      UNSECURED GENERAL CREDITOR....................................................................31
          18.3      EMPLOYER'S LIABILITY..........................................................................31
          18.4      NONASSIGNABILITY..............................................................................31
          18.5      NOT A CONTRACT OF EMPLOYMENT..................................................................31
          18.6      FURNISHING INFORMATION........................................................................32
          18.7      TERMS.........................................................................................32
          18.8      CAPTIONS......................................................................................32
          18.9      GOVERNING LAW.................................................................................32
          18.10     NOTICE........................................................................................32
          18.11     SUCCESSORS....................................................................................32
          18.12     SPOUSE'S INTEREST.............................................................................32
          18.13     VALIDITY......................................................................................32
          18.14     INCOMPETENT...................................................................................33
          18.15     COURT ORDER...................................................................................33
          18.16     DISTRIBUTION IN THE EVENT OF TAXATION.........................................................33
          18.17     INSURANCE.....................................................................................33
          18.18     LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL..........................................34

RPM, INC.
DEFERRED COMPENSATION PLAN
Effective May 31, 2002

PURPOSE

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees and Directors who contribute materially to the continued growth, development and future business success of RPM, Inc., an Ohio corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Deferred Compensation Plan supersedes in its entirety the RPM, Inc. Deferred Compensation Plan (hereinafter, the "Predecessor Plan") for any and all participants in the Predecessor Plan as of the Effective Date of this Plan. Any and all balances accrued by participants under the Predecessor Plan shall be subject to the terms and conditions of this Plan and shall be referred to as the "Rollover Amount."

ARTICLE 1
DEFINITIONS

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 "Account Balance" shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution Account balance, (iii) the Company Restoration Matching Account balance, (iv) the Restricted Stock Account balance, and (v) the Stock Dividend Account balance. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. The Account Balance shall not include a Participant's Merger Account.

1.2 "Additional Contributions" shall mean the contributions previously made by DAP Products Inc. to the DAP Plan on behalf of those Participants whose benefits under any tax-qualified or non-qualified retirement or deferred compensation plan maintained by DAP Products Inc. were decreased due to the Participant's Deferral Contributions under the DAP Plan and credited to the Merger Account.

1.3 "Annual Bonus" shall mean any compensation, in addition to Base Annual Salary, Special Incentive Plan Amounts, commissions and other incentive plan amounts, payable to a Participant during a Plan Year under any Employer's annual bonus plans, excluding stock options.

1.4 "Annual Company Contribution Amount" shall mean, for any one Plan Year, the amount determined in accordance with Section 3.7.

1.5 "Annual Company Restoration Matching Amount" for any one Plan Year shall be the amount determined in accordance with Section 3.8.

1.6 "Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary, Annual Bonus, Special Incentive Plan Amounts and Director Fees that a Participant defers in accordance with Article 3 for any one Plan Year. In the event of a Participant's Retirement, Disability (if

         deferrals cease in accordance with Section 9.1), death or a
         Termination of Employment prior to the end of a Plan Year, such year's
         Annual Deferral Amount shall be the actual amount withheld prior to
         such event.

1.7      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: (i) for the first annual installment, the
         vested Account Balance of the Participant shall be calculated as of the
         close of business on or around the date on which the Participant
         Retires, as determined by the Committee in its sole discretion, and
         (ii) for remaining annual installments, the vested Account Balance of
         the Participant shall be calculated on every applicable anniversary of
         the date on which the Participant Retires. Each annual installment
         shall be calculated by multiplying this balance by a fraction, the
         numerator of which is one and the denominator of which is the remaining
         number of annual payments due the Participant. By way of example, if
         the Participant elects a ten (10) year Annual Installment Method, the
         first payment shall be 1/10 of the vested Account Balance, calculated
         as described in this definition. The following year, the payment shall
         be 1/9 of the vested Account Balance, calculated as described in this
         definition. Shares of Stock that shall be distributable from the
         Restricted Stock Account shall be distributable in shares of actual
         Stock in the same manner previously described. However, the Committee
         may, in its sole discretion, adjust the annual installments in order to
         distribute whole shares of actual Stock.

1.8      "Annual Restricted Stock Amount" shall mean, with respect to a
         Participant for any one Plan Year, the amount of Restricted Stock
         deferred in accordance with Section 3.9 of this Plan, calculated using
         the closing price of Stock at the end of the business day closest to
         the date such Restricted Stock would otherwise vest, but for the
         election to defer. In the event of a Participant's Retirement,
         Disability (if deferrals cease in accordance with Section 9.1), death
         or a Termination of Employment prior to the end of a Plan Year, such
         year's Annual Restricted Stock Amount shall be the actual amount
         withheld prior to such event.

1.9      "Annual Stock Dividend Amount" shall mean, for any one Plan Year, the
         amount determined in accordance with Section 3.6.

1.10     "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed during any Plan Year, excluding bonuses,
         commissions, overtime, fringe benefits, stock options, relocation
         expenses, incentive payments, non-monetary awards, director fees and
         other fees, and automobile and other allowances paid to a Participant
         for employment services rendered (whether or not such allowances are
         included in the Employee's gross income). Base Annual Salary shall be
         calculated before reduction for compensation voluntarily deferred or
         contributed by the Participant pursuant to all qualified or
         non-qualified plans of any Employer and shall be calculated to include
         amounts not otherwise included in the Participant's gross income under
         Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
         established by any Employer; provided, however, that all such amounts
         will be included in compensation only to the extent that had there been
         no such plan, the amount would have been payable in cash to the
         Employee.

1.11     "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 11, that are entitled
         to receive benefits under this Plan upon the death of a Participant.

1.12     "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.13     "Board" shall mean the board of directors of the Company.

1.14     "Change in Control" shall mean the occurrence, at any time, of any of
         the following events:

         (a)      The Company is merged or consolidated or reorganized into or
                  with another corporation or other legal person or entity, and
                  as a result of such merger, consolidation or reorganization
                  less than a majority of the combined voting power of the
                  then-outstanding securities of such corporation, person or
                  entity immediately after such transaction are held in the
                  aggregate by the holders of Voting Stock immediately prior to
                  such transaction;

         (b)      The Company sells or otherwise transfers all or substantially
                  all of its assets to any other corporation or other legal
                  person or entity, and less than a majority of the combined
                  voting power of the then-outstanding securities of such
                  corporation, person or entity immediately after such sale or
                  transfer is held in the aggregate by the holders of Voting
                  Stock immediately prior to such sale or transfer;

         (c)      There is a report filed on Schedule 13D or Schedule TO (or any
                  successor schedule, form or report), each as promulgated
                  pursuant to the Exchange Act, disclosing that any person (as
                  the term "person" is used in Section 13(d)(3) or Section
                  14(d)(2) of the Exchange Act) has become the beneficial owner
                  (as the term "beneficial owner" is defined under Rule l3d-3 or
                  any successor rule or regulation promulgated under the
                  Exchange Act) of securities representing 15% or more of the
                  Voting Power;

         (d)      The Company files a report or proxy statement with the
                  Securities and Exchange Commission pursuant to the Exchange
                  Act disclosing in response to Form 8-K or Schedule 14A (or any
                  successor schedule, form or report or item therein) that a
                  change in control of the Company has or may have occurred or
                  will or may occur in the future pursuant to any then-existing
                  contract or transaction; or

         (e)      If during any period of two consecutive years, individuals,
                  who at the beginning of any such period, constitute the
                  Directors cease for any reason to constitute at least a
                  majority thereof, unless the nomination for election by the
                  Company's shareholders of each new Director was approved by a
                  vote of at least two-thirds of the Directors then in office
                  who were Directors at the beginning of any such period.

         Notwithstanding the foregoing provisions of Sections 1.14(c) and (d)
         above, a Change in Control shall not be deemed to have occurred for
         purposes of this Agreement (i) solely because (A) the Company, (B) a
         Subsidiary, or (C) any Company-sponsored employee stock ownership plan
         or other employee benefit plan of the Company or any Subsidiary, or any
         entity holding shares of Voting Stock for or pursuant to the terms of
         any such plan, either files or becomes obligated to file a report or
         proxy statement under or in response to Schedule 13D, Schedule TO,
         Form 8-K or Schedule 14A (or any successor schedule, form or report or
         item therein) under the Exchange Act, disclosing beneficial ownership
         by it of shares of Voting Stock or because the Company reports that a
         change in control of the Company has or may have occurred or will or
         may occur in the future by reason of such beneficial ownership, (ii)
         solely because any other person or

entity either files or becomes obligated to file a report on Schedule 13D or Schedule TO (or any successor schedule, form or report) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, but only if both (A) the transaction giving rise to such filing or obligation is approved in advance of consummation thereof by the Company's Board of Directors and (B) at least a majority of the Voting Power immediately after such transaction is held in the aggregate by the holders of Voting Stock immediately prior to such transaction, or (iii) solely because of a change in control of any Subsidiary.

Solely for purposes of this definition of Change of Control, the capitalized terms shall have the following meanings:

         "Director" means a member of the Board of Directors of the Company.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
         and the rules and regulations thereunder, as such law, rules and
         regulations may be amended from time to time.

         "Subsidiary" means a corporation, company or other entity (a) more than
         50 percent of whose outstanding shares or securities (representing the
         right to vote for the election of directors or other managing
         authority) are, or (b) which does not have outstanding shares or
         securities (as may be the case in a partnership, joint venture or
         unincorporated association), but more than 50 percent of whose
         ownership interest representing the right generally to make decisions
         for such other entity is, now or hereafter, owned or controlled,
         directly or indirectly, by the Company.

         " Voting Power" means, at any time, the total votes relating to the
         then-outstanding securities entitled to vote generally in the election
         of Directors.

         " Voting Stock" means, at any time, the then-outstanding securities
         entitled to vote generally in the election of Directors.

1.15     "Claimant" shall have the meaning set forth in Section 16.1.

1.16     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.17     "Committee" shall mean the committee described in Article 14.

1.18     "Company" shall mean RPM, Inc., an Ohio corporation, and any successor
         to all or substantially all of the Company's assets or business.

1.19     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Annual Company Contribution Amounts, plus (ii) amounts
         credited as a result of the cancellation of Restricted Stock under the
         RPM, Inc. 1997 Restricted Stock Plan where such amounts are to be
         credited to the Company Contribution Account pursuant to the terms of
         the RPM, Inc. 1997 Restricted Stock Plan, plus (iii) amounts credited
         or debited in accordance with all the applicable crediting and debiting
         provisions of this Plan that relate to the Participant's Company
         Contribution Account, less (iv) all distributions made to the
         Participant or his or her Beneficiary pursuant to this Plan that relate
         to the Participant's Company Contribution Account.

1.20     "Company Restoration Matching Account" shall mean (i) the sum of all of
         a Participant's Annual Company Restoration Matching Amounts, plus (ii)
         amounts credited in accordance with all the applicable crediting and
         debiting provisions of this Plan that relate to the Participant's
         Company

         Restoration Matching Account, less (iii) all distributions made to the
         Participant or his or her Beneficiary pursuant to this Plan that relate
         to the Participant's Company Restoration Matching Account.

1.21     "DAP Plan" shall mean the DAP Products, Inc. Supplemental Executive
         Retirement Plan and Deferred Compensation Plan.

1.22     "Deduction Limitation" shall mean the limitation on a benefit that may
         otherwise be distributable pursuant to the provisions of this Plan, as
         set forth in Article 4.

1.23     "Deferral Account" shall mean (i) that portion of a Participant's
         Rollover Amount which is represented by the Participant's aggregate
         deferral contributions described in Section 6.1 of the Predecessor
         Plan, as well as any appreciation (or depreciation) specifically
         attributable to such deferral contributions accumulated under the
         Predecessor Plan, plus (ii) the sum of all of a Participant's Annual
         Deferral Amounts, plus (iii) amounts credited in accordance with all
         the applicable crediting and debiting provisions of this Plan that
         relate to the Participant's Deferral Account, less (iv) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.24     "Deferral Contributions" shall mean that portion of a Participant's
         compensation, as defined in the DAP Plan, that a Participant previously
         deferred in accordance with the terms and provisions of the DAP Plan
         and credited to the Merger Account.

1.25     "Director" shall mean any member of the board of directors of any
         Employer.

1.26     "Director Fees" shall mean the fees paid by any Employer, including
         retainer fees and meetings fees, as compensation for serving on the
         board of directors.

1.27     "Disability" shall mean (i) a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or (ii) if a
         Participant does not participate in such a plan, or if the
         Participant's Employer does not sponsor such a plan or discontinues its
         sponsorship of such a plan, a period of disability during which the
         Participant is determined to be totally and permanently disabled by the
         Social Security Administration.

1.28     "Disability Benefit" shall mean the benefit set forth in Article 9.

1.29     "Effective Date" shall mean, for purposes of this Plan, May 31, 2002.

1.30     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.31     "Employee" shall mean a person who is an employee of any Employer.

1.32     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.33     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.34     "401(k) Plan" shall mean the RPM, Inc. 401(k) Trust and Plan, adopted
         by the Company.

1.35     "Merger Account" shall mean the Merger Account accumulated by a
         Participant under the Predecessor Plan as more fully described in
         Article 6. The Merger Account shall be a bookkeeping entry only and
         shall be utilized solely as a device for the measurement and
         determination of the amounts to be paid to a Participant, or his or her
         designated Beneficiary, pursuant to this Plan.

1.36     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan in accordance with Section 2.1, (ii) who
         elects to participate in the Plan, (iii) who signs a Plan Agreement, an
         Election Form and a Beneficiary Designation Form, (iv) whose signed
         Plan Agreement, Election Form and Beneficiary Designation Form are
         accepted by the Committee, (v) who commences participation in the Plan,
         and (vi) whose Plan Agreement has not terminated. A spouse or former
         spouse of a Participant shall not be treated as a Participant in the
         Plan or have an account balance under the Plan, even if he or she has
         an interest in the Participant's benefits under the Plan as a result of
         applicable law or property settlements resulting from legal separation
         or divorce.

1.37     "Plan" shall mean the RPM, Inc. Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as they may
         be amended from time to time.

1.38     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.39     "Plan Year" shall mean a period beginning on each June 1 and continuing
         through May 31; however, the initial Plan Year shall begin on May 31
         in order to facilitate the transition from the Predecessor Plan.

1.40     "Related Employment" shall mean the employment of a Participant by an
         Employer which is not the Company, provided (i) such employment is
         undertaken by the Participant at the request of the Company; (ii)
         immediately prior to undertaking such employment the Participant was an
         officer or Employee of the Company, or was engaged in Related
         Employment as herein defined; and (iii) such employment is recognized
         by the Committee, in its sole discretion, as Related Employment.

1.41     "Restricted Stock" shall mean rights to receive unvested shares of
         restricted stock selected by the Committee in its sole discretion and
         awarded to the Participant under the RPM, Inc. 1997 Restricted Stock
         Plan or any other similar stock incentive plan sponsored by the
         Company.

1.42     "Restricted Stock Account" shall mean the aggregate value, measured on
         any given date, of (i) the number of shares of Restricted Stock
         deferred by a Participant as a result of all Annual Restricted Stock
         Amounts, plus (ii) the number of shares of Restricted Stock cancelled
         under the RPM, Inc. 1997 Restricted Stock Plan where a corresponding
         number of shares is to be credited to the Restricted Stock Account
         pursuant to the terms of the RPM, Inc. 1997 Restricted Stock

         Plan, plus (iii) the number of additional shares credited as a result
         of deemed reinvestment of dividends in accordance with all the
         applicable crediting provisions of the RPM, Inc. Stock Unit Fund I that
         relate to the Participant's Restricted Stock Account, less (iv) the
         number of shares of Restricted Stock previously distributed to the
         Participant or his or her Beneficiary pursuant to this Plan. This
         portion of the Participant's Account Balance shall only be
         distributable in actual shares of Stock.

1.43     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of absence, death or Disability on or after the
         earlier of the attainment of (a) age sixty-five (65) or (b) age
         fifty-five (55) with five (5) Years of Service; and shall mean with
         respect to a Director who is not an Employee, severance of his or her
         directorships with all Employers on or after the later of (y) the
         attainment of age seventy (70), or (z) in the sole discretion of the
         Committee, an age later than age seventy (70). If a Participant is both
         an Employee and a Director, Retirement shall not occur until he or she
         Retires as both an Employee and a Director, which Retirement shall be
         deemed to be a Retirement as a Director; provided, however, that such a
         Participant may elect, at least thirteen (13) months prior to
         Retirement and in accordance with the policies and procedures
         established by the Committee, to Retire for purposes of this Plan at
         the time he or she Retires as an Employee, which Retirement shall be
         deemed to be a Retirement as an Employee. Notwithstanding the above,
         the Committee may, in its sole discretion, deem a Participant, who has
         experienced a Termination of Employment, to have Retired for purposes
         of this Plan.

1.44     "Retirement Benefit" shall mean the benefit set forth in Article 7.

1.45     "Rollover Amount" shall mean the amount determined in accordance with
         Section 3.5.

1.46     "Short-Term Payout" shall mean the payout set forth in Section 5.1.

1.47     "Special Incentive Plan Amounts" shall mean any amounts payable to a
         Participant during a Plan Year under any Employer's cash incentive
         plans, which have been designated by the Committee for deferral under
         this Plan.

1.48     "Stock" shall mean RPM, Inc. authorized common shares (without par
         value) or any other equity securities of the Company designated by the
         Committee.

1.49     "Supplemental Contributions" shall mean those contributions previously
         made by DAP Products, Inc. to the DAP Plan on behalf of certain
         Participants for purposes of funding an expected target benefit less
         offsets as provided in the DAP Plan and credited to the Merger Account.

1.50     "Stock Dividend Account" shall mean (i) that portion of a Participant's
         Rollover Amount, which is represented by the Participant's aggregate
         dividends declared on Restricted Stock granted to a Participant and
         automatically deferred under the terms of the Predecessor Plan, as well
         as any appreciation (or depreciation) specifically attributable to such
         dividends, plus (ii) the sum of all of a Participant's Annual Stock
         Dividend Amounts plus (iii) amounts credited in accordance with all the
         applicable crediting and debiting provisions of this Plan that relate
         to the Participant's Stock Dividend Account, less (iv) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to the Participant's Stock Dividend
         Account.

1.51     "Survivor Benefit" shall mean the benefit set forth in Article 10.

1.52     "Termination Benefit" shall mean the benefit set forth in Article 8.

1.53     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last position held; provided, however, that
         such a Participant may elect, at least thirteen (13) months before
         Termination of Employment and in accordance with the policies and
         procedures established by the Committee, to be treated for purposes of
         this Plan as having experienced a Termination of Employment at the time
         he or she ceases employment with an Employer as an Employee.

1.54     "Trust" shall mean one or more trusts established pursuant to that
         certain Master Trust Agreement for RPM, Inc. Deferred Compensation
         Plan(s), between the Company and the trustee named therein, as amended
         from time to time.

1.55     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.56     "Years of Service" shall mean the total number of full years in which a
         Participant has been (i) employed by one or more Employers or (ii)
         employed in Related Employment. For purposes of this definition, a year
         of employment shall be a 365 day period (or 366 day period in the case
         of a leap year) that, for the first year of employment, commences on
         the Employee's date of hiring and that, for any subsequent year,
         commences on an anniversary of that hiring date. The Committee shall
         make a determination as to whether any partial year of employment shall
         be counted as a Year of Service.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
         (i) a select group of management and highly compensated Employees and
         Directors of the Employer, as determined by the Committee in its sole
         discretion and/or (ii) any individual who was in a select group of
         management or highly compensated Employees and/or Directors of the
         Employer and who accumulated an account balance under the Predecessor
         Plan. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Participant shall complete, execute and return to the Committee a Plan
         Agreement, an Election Form and a Beneficiary Designation Form, all
         within thirty (30) days after he or she is selected to participate in
         the Plan. In addition, the Committee shall establish from time to time
         such other enrollment requirements as it determines in its sole
         discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided a Participant
         selected to participate in the Plan has met all enrollment requirements
         set forth in this Plan and required by the Committee, including
         returning all required documents to the Committee within the specified

time period, that Participant shall commence participation in the Plan on the first day of the month following the month in which the Participant completes all enrollment requirements; or, at the discretion of the Committee, the first day eligible. If a Participant fails to meet all such requirements within the period required, in accordance with Section 2.2, that Participant shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

2.4 TERMINATION OF PARTICIPATION AND/OR DEFERRALS. The Committee may reduce any individual's level of participation including termination of any individual as a Participant of this Plan, with or without cause, at any time. In connection with such action, the Committee shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant's membership status changes, (ii) prevent the Participant from making future deferral elections (iii) immediately distribute the Participant's then vested Account Balance as a Termination Benefit and terminate the Participant's participation in the Plan and/or (iv) take such other action as it deems appropriate to attain the desired level of participation for an individual.

ARTICLE 3
DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/COMPANY RESTORATION MATCHING
AMOUNTS/RESTRICTED STOCK AMOUNTS/VESTING/CREDITING/TAXES

3.1 MINIMUM DEFERRALS.

(a) BASE ANNUAL SALARY, ANNUAL BONUS, SPECIAL INCENTIVE PLAN AMOUNTS AND DIRECTOR FEES. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary, Annual Bonus, Special Incentive Plan Amounts and/or Director Fees in the following minimum amounts for each deferral elected:

Base Annual Salary,            $5,000 aggregate
Annual Bonus, Special
Incentive Plan
Amounts

Director Fees                        $0

If an election is made for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero.

(b) ANNUAL RESTRICTED STOCK AMOUNT. For each grant of Restricted Stock, a Participant may elect to defer, as his or her Annual Restricted Stock Amount, Restricted Stock in the following minimum amount:

Restricted Stock 0%

If no election is made, the amount deferred shall be zero.

(c) SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the minimum Annual Deferral Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2 MAXIMUM DEFERRAL.

(a) BASE ANNUAL SALARY, ANNUAL BONUS, SPECIAL INCENTIVE PLAN AMOUNTS AND DIRECTOR FEES. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary, Annual Bonus, Special Incentive Plan Amounts and/or Director Fees up to the following maximum percentages for each deferral elected:

Base Annual Salary          90%
Annual Bonus                90%
Special Incentive Plan      90%
Amounts
Director Fees              100%

(b) ANNUAL RESTRICTED STOCK AMOUNT. For each Plan Year, a Participant may elect to defer, as his or her Annual Restricted Stock Amount, Restricted Stock in the following maximum percentage:

Restricted Stock 100%

(c) SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount (i) with respect to Base Annual Salary and Director Fees shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, and (ii) with respect to Annual Bonus and Special Incentive Plan Amounts shall be limited to those amounts deemed eligible for deferral, in the sole discretion of the Committee.

3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM.

(a) FIRST PLAN YEAR. In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b) SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in

accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

(c) RESTRICTED STOCK DEFERRAL. Notwithstanding paragraphs (a) and
(b), for an election to defer Restricted Stock to be valid:
(i) a separate irrevocable Election Form must be completed and signed by the Participant, with respect to such Restricted Stock; and (ii) such Election Form must be timely delivered to and accepted by the Committee in accordance with the following: (i) for the first Plan Year, a Participant's Election Form with respect to such Restricted Stock must be delivered to and accepted by the Committee in accordance with the deadlines established by the Committee; and (ii) for each succeeding Plan year, a Participant's Election Form with respect to Restricted Stock must be timely delivered to and accepted by the Committee at least six (6) months prior to the date such Restricted Stock vests under the terms of the RPM, Inc. 1997 Restricted Stock plan, or any similar stock incentive plan sponsored by the Company.

3.4 WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts (or the total equivalent if necessary to make adjustments for administrative purposes), as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus, Special Incentive Plan Amounts and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus, Special Incentive Plan Amounts or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts, if any, shall be credited to a Participant's Deferral Account at the time such amounts would otherwise have been paid to the Participant.

3.5 ROLLOVER AMOUNT. With respect to Participants who participated in the Predecessor Plan, an amount equal to their "account" as set forth in such Predecessor Plan, valued as of the Effective Date of this Plan, shall be the Rollover Amount. The Rollover Amount shall be comprised of
(i) elective deferrals accumulated pursuant to Section 6.1 of the Predecessor Plan, (ii) a Participant's Merger Account accumulated pursuant to Section 2.15A of the Predecessor Plan, and (iii) any dividends declared on Restricted Stock granted to a Participant and automatically deferred under the Predecessor Plan. The portion of a Participant's Rollover Amount that is attributable to elective deferrals (i) shall be credited to the Participant's Deferral Account on the Effective Date of this Plan, and (ii) shall be subject to the terms and conditions of this Plan. The portion of a Participant's Rollover Amount that is attributable to a Participant's Merger Account
(i) shall be credited to the Participant's Merger Account on the Effective Date of this Plan and (ii) shall be subject to the terms and conditions of this Plan. The portion of a Participant's Rollover Amount that is attributable to dividends declared on Restricted Stock granted to a Participant and automatically deferred under the Predecessor Plan
(i) shall be credited to a Participant's Stock Dividend Account on the Effective Date of this Plan and (ii) shall be subject to the terms and conditions of this Plan. Any Participant with a Rollover Amount shall have no right to demand distribution of such amounts other than as specifically provided for herein; provided, however, that any "in-service distribution" elections made by the Participant under the Predecessor Plan shall apply to the Rollover Amount under this Plan.

3.6 ANNUAL STOCK DIVIDEND AMOUNT. For each Plan Year in which a dividend is declared and paid on Stock, an Employer shall automatically credit a Participant's Stock Dividend Account with any stock dividends, cash dividends or other non-cash dividends that would have been payable on a Participant's shares of Restricted Stock which have not been deferred under any plan. The amount so credited to a Participant pursuant to this Section 3.6 (i) shall be for that Participant the Annual Stock Dividend Amount, (ii) shall automatically be deemed to be invested in the RPM, Inc. Stock Unit Fund II Measurement Fund, and (iii) shall be credited to the Participant's Stock Dividend Account on a date or dates to be determined by the Committee, in its sole discretion. The amount credited to the Participant for a particular cash dividend or other non-cash dividend shall be equal to the fair market value of the dividend. Dividends payable on shares of Restricted Stock deferred by a Participant under this Plan shall be credited to the Participant's Restricted Stock Account in accordance with Section 3.11(c).

3.7 ANNUAL COMPANY CONTRIBUTION AMOUNT.

(a) For each Plan Year, an Employer may be required to credit amounts to a Participant's Company Contribution Account in accordance with the RPM, Inc. 1997 Restricted Stock Plan, employment agreements, or other plans and agreements providing for contributions to the Annual Company Contribution Account. Such amounts shall be credited on the date or dates prescribed by such agreements.

(b) For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant's Company Contribution Account under this Plan, which amount shall be for that Participant the Annual Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive an Annual Company Contribution Amount for that Plan Year. The Annual Company Contribution Amount described in this Section 3.7(b), if any, shall be credited as of the last day of the Plan Year or as otherwise provided. If a Participant is not employed by an Employer as of the last day of a Plan Year other than by reason of his or her Retirement, Disability or death while employed, the Annual Company Contribution Amount for that Plan Year shall be zero or as otherwise provided.

3.8 ANNUAL COMPANY RESTORATION MATCHING AMOUNT. A Participant's Annual
Company Restoration Matching Amount for any Plan Year shall be equal to
(i) the "match" provided in the 401(k) Plan that the Company would have credited to the Participant on the amount of Base Annual Salary and Annual Bonus deferred into this Plan for such Plan Year had such Base Annual Salary and Annual Bonus deferral been contributed to the 401(k) Plan, to the extent allowable under the limitations applicable to the
401(k) Plan, reduced by (ii) the amount of the "match" the Company makes to the Participant during such Plan Year under the 401(k) Plan. The amount so credited to a Participant under this Plan shall be for that Participant the Annual Company Restoration Matching Amount for that Plan Year and shall be credited to the Participant's Company Restoration Matching Account on a date or dates to be determined by the Committee, in its sole discretion.

3.9 ANNUAL RESTRICTED STOCK AMOUNT. Subject to Section 3.3(c) and any terms and conditions imposed by the Committee, Participants may elect to defer, under the Plan, Restricted Stock,

which amount shall be for that Participant the Annual Restricted Stock Amount for that Plan Year. The portion of any Restricted Stock deferred shall, at the time all forfeiture restrictions with respect to Restricted Stock would otherwise lapse under the terms of the RPM, Inc. 1997 Restricted Stock Plan or any other similar stock incentive plan sponsored by the Company, but for the election to defer, be reflected on the books of the Company as an unfunded, unsecured promise to deliver to the Participant a specific number of actual shares of Stock in the future.

3.10     VESTING.

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account and Stock Dividend Account.

         (b)      A Participant shall be vested in his or her Merger Account
                  only to the extent that the Participant would be vested in
                  such amounts under the provisions of the Predecessor Plan, as
                  determined by the Committee in its sole discretion, and shall
                  continue to vest in accordance with the provisions of the
                  Predecessor Plan, as more fully described in Section 6.2.

         (c)      A Participant shall be vested in his or her Company
                  Contribution Account and Restricted Stock Account or any
                  Supplemental Contributions in accordance with the vesting
                  schedule(s) set forth in his or her Plan Agreement, employment
                  agreement, or any other agreement entered into between the
                  Participant and his or her Employer. However, amounts credited
                  to the Company Contribution Account and shares credited to the
                  Restricted Stock Account as a result of cancellation or
                  surrender of shares of Restricted Stock granted under the RPM,
                  Inc. 1997 Restricted Stock Plan shall be fully vested when the
                  restrictions with respect to the stock cancelled or
                  surrendered would have otherwise lapsed. If not addressed in
                  such agreements or plan, a Participant shall vest in his or
                  her Company Contribution Account in accordance with the
                  schedule declared by the Committee in its sole discretion.

         (d)      A Participant shall be vested in his or her Company
                  Restoration Matching Account only to the extent that the
                  Participant would be vested in such amounts under the
                  provisions of the 401(k) Plan, as determined by the Committee
                  in its sole discretion.

         (e)      Notwithstanding anything to the contrary contained in this
                  Section 3.10, in the event of a Change in Control, or upon
                  a Participant's Retirement, death while employed by an
                  Employer, or Disability, a Participant's Company Contribution
                  Account and Company Restoration Matching Account shall
                  immediately become 100% vested (if it is not already vested in
                  accordance with the above vesting schedules).

         (f)      Notwithstanding subsection 3.10(e) above, the vesting
                  schedule for a Participant's Company Contribution Account and
                  Company Restoration Matching Account shall not be accelerated
                  to the extent that the Committee determines that such
                  acceleration would cause the deduction limitations of Section
                  280G of the Code to become effective. In the event that all of
                  a Participant's Company Contribution Account and/or Company
                  Restoration Matching Account is not vested pursuant to such a
                  determination, the Participant may request independent
                  verification of the Committee's calculations with respect to
                  the application of Section 280G. In such case, the Committee
                  must provide to the Participant within 15 business days of
                  such a request an opinion from a nationally recognized
                  accounting firm selected by the Participant (the "Accounting
                  Firm"). The

                  opinion shall state the Accounting Firm's opinion that any
                  limitation in the vested percentage hereunder is necessary to
                  avoid the limits of Section 280G and contain supporting
                  calculations. The cost of such opinion shall be paid for by
                  the Company.

         (g)      Section 3.10(f) shall not prevent the acceleration of the
                  vesting schedule applicable to a Participant's Company
                  Contribution Account and Company Restoration Matching Account
                  for any Participant who is entitled to a "gross-up" payment,
                  to eliminate the effect of the Code section 4999 excise tax,
                  pursuant to an employment agreement or other agreement entered
                  into between the Participant and the Employer.

3.11     CREDITING/DEBITING OF ACCOUNT BALANCES AND MERGER ACCOUNTS. In
         accordance with, and subject to, the rules and procedures that are
         established from time to time by the Committee, in its sole discretion,
         amounts shall be credited or debited to a Participant's Account Balance
         and/or Merger Account balance in accordance with the following rules:

         (a)      MEASUREMENT FUNDS. Subject to the restrictions found in
                  Section 3.11(c) below, the Participant may elect one or more
                  of the measurement funds selected by the Committee, in its
                  sole discretion, which are based on certain mutual funds (the
                  "Measurement Funds"), for the purpose of crediting or debiting
                  additional amounts to his or her Account Balance and/or Merger
                  Account balance. As necessary, the Committee may, in its sole
                  discretion, discontinue, substitute or add a Measurement Fund.
                  Each such action will take effect as of the first day of the
                  first calendar quarter that begins at least thirty (30) days
                  after the day on which the Committee gives Participants
                  advance written notice of such change.

         (b)      ELECTION OF MEASUREMENT FUNDS. Subject to the restrictions
                  found in Section 3.11(c) below, a Participant, in connection
                  with his or her initial deferral election in accordance with
                  Section 3.3(a) above, shall elect, on the Election Form, one
                  or more Measurement Fund(s) (as described in Section 3.11(a)
                  above) to be used to determine the amounts to be credited
                  or debited to his or her Account Balance and/or Merger Account
                  balance. If a Participant does not elect any of the
                  Measurement Funds as described in the previous sentence, the
                  Participant's Account Balance and/or Merger Account balance
                  shall automatically be allocated into the lowest-risk
                  Measurement Fund, as determined by the Committee, in its sole
                  discretion. Subject to the restrictions found in Section
                  3.11(c) below, the Participant may (but is not required to)
                  elect, by submitting an Election Form to the Committee that is
                  accepted by the Committee, to add or delete one or more
                  Measurement Fund(s) to be used to determine the amounts to be
                  credited or debited to his or her Account Balance and/or
                  Merger Account balance, or to change the portion of his or her
                  Account Balance and/or Merger Account balance allocated to
                  each previously or newly elected Measurement Fund. If an
                  election is made in accordance with the previous sentence, it
                  shall apply as of the first business day deemed reasonably
                  practicable by the Committee, in its sole discretion, and
                  shall continue thereafter for each subsequent day in which the
                  Participant participates in the Plan, unless changed in
                  accordance with the previous sentence.

         (c)      RPM, INC. STOCK UNIT FUND I.

(i) A Participant's Restricted Stock Account will be automatically allocated to the RPM, Inc. Stock Unit Fund I Measurement Fund. Participants may not select any other Measurement Fund to be used to determine the amounts to be credited or debited to their Restricted Stock Account. Furthermore, no other portion of the Participant's Account Balance can be either initially allocated or re-allocated to the RPM, Inc. Stock Unit Fund I. Amounts allocated to the RPM, Inc. Stock Unit Fund I shall only be distributable in actual shares of Stock.

(ii) Any stock dividends, cash dividends or other non-cash dividends that would have been payable on the Stock credited to a Participant's Restricted Stock Account shall be credited to the Participant's Restricted Stock Account balance in the form of additional shares of Stock and shall automatically and irrevocably be deemed to be re-invested in the RPM, Inc. Stock Unit Fund I until such amounts are distributed to the Participant. The number of shares credited to the Participant for a particular stock dividend shall be equal to (a) the number of shares of Stock credited to the Participant's Restricted Stock Account as of the payment date for such dividend in respect of each share of Stock, multiplied by (b) the number of additional shares of Stock actually paid as a dividend in respect of each share of Stock. The number of shares credited to the Participant for a particular cash dividend or other non-cash dividend shall be equal to (a) the number of shares of Stock credited to the Participant's Restricted Stock Account as of the payment date for such dividend in respect of each share of Stock, multiplied by
(b) the fair market value of the dividend, divided by (c) the "fair market value" of the Stock on the payment date for such dividend.

(iii) The number of shares of Stock credited to the Participant's Restricted Stock Account balance may be adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of a Participant's rights in the event of any reorganization, reclassification, stock split, or other unusual corporate transaction or event which affects the value of the Stock, provided that any such adjustment shall be made taking into account any crediting of shares of Stock to the Participant under Section 3.11(c)(ii) above in connection with such transaction or event.

(iv) For purposes of this Section 3.11(c), "fair market value" shall mean for any day the closing price of the stock or, in the event that no trading takes place on such day, the average of the reported closing bid and asked prices, in either case as reported on the principal national securities exchange on which the Stock is listed or admitted to trading.

(d) RPM, INC. STOCK UNIT FUND II.

(i) Subject to the restrictions found in Section 3.11(c), above, a Participant may allocate or re-allocate any portion of his or her Account Balance and/or Merger Account balance to the RPM, Inc. Stock Unit Fund II. In all events, new contributions to the Participant's Stock Dividend Account shall automatically be allocated to the RPM, Inc. Stock Unit Fund II. Participants may re-allocate any

portion of their Account Balance and/or Merger Account balance from the RPM, Inc. Stock Unit Fund II to any other Measurement Fund, at any time.

(ii) The value of a Participant's Account Balance and/or Merger Account balance that has been allocated to the RPM, Inc. Stock Unit Fund II may be adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of a Participant's rights in the event of any reorganization, reclassification, stock split, or other unusual corporate transaction or event which affects the value of the Stock.

(e) PROPORTIONATE ALLOCATION. In making any election described in Sections 3.11(b) and (d) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance and/or Merger Account balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Account Balance and/or Merger Account balance).

(f) CREDITING OR DEBITING METHOD. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. A Participant's Account Balance and/or Merger Account balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, SUCH PERFORMANCE BEING DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION.

(g) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation to his or her Account Balance and/or Merger Account balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance and/or Merger Account balance SHALL NOT be considered or construed in any manner as an actual investment of his or her Account Balance and/or Merger Account balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance and/or Merger Account balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

3.12 FICA AND OTHER TAXES.

(a) ANNUAL DEFERRAL AMOUNTS. For each plan year in which an Annual Deferral Amount is being withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Annual Salary, Annual Bonus and/or Special Incentive Plan Amounts that are not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes on such Annual Deferral

Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.12.

(b) COMPANY RESTORATION MATCHING ACCOUNT, COMPANY CONTRIBUTION ACCOUNT AND MERGER ACCOUNT. When a participant becomes vested in a portion of his or her Company Restoration Matching Account, Company Contribution Account or Merger Account, the Participant's Employer(s) shall withhold from the Participant's Base Annual Salary, Annual Bonus and/or Special Incentive Plan Amounts that are not deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant's Company Restoration Matching Account, Company Contribution Account or Merger Account, as applicable, in order to comply with this Section 3.12.

(c) ANNUAL STOCK DIVIDEND AMOUNTS. When the Participant's Employer credits an Annual Stock Dividend Amount to a Participant's Stock Dividend Account, the Participant's Employer shall withhold from the Participant's Base Annual Salary, Annual Bonus and/or Special Incentive Plan Amounts that are not deferred, in a manner determined by the Employer, the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the Participant's Annual Stock Dividend Amount in order to comply with this Section 3.10.

(d) ANNUAL RESTRICTED STOCK AMOUNTS. When an Annual Restricted Stock Amount is withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Annual Salary, Annual Bonus, Special Incentive Plan Amounts and Restricted Stock that are not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes on such Annual Restricted Stock Amount. If necessary, the Committee may reduce the Annual Restricted Stock Amount in order to comply with this Section 3.12.

(e) DISTRIBUTIONS. The Participant's Employer(s), or in the event that payments are being made directly by the trustee of the Trust, the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or in the event that payments are being made directly by the trustee of the Trust, the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

ARTICLE 4

DEDUCTION LIMITATION

4.1 DEDUCTION LIMITATION ON BENEFIT PAYMENTS. If an Employer determines in good faith that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section
162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.11 above, even if such amount is being paid out in installments. The

amounts so deferred and amounts credited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant's death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.

ARTICLE 5
SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
WITHDRAWAL ELECTION

5.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a future "Short-Term Payout" from the Plan with respect to all or a portion of such Annual Deferral Amount. The Short-Term Payout shall be a lump sum payment in an amount that is equal to the portion of the Annual Deferral Amount the Participant elected to have distributed as a Short-Term Payout plus amounts credited or debited in the manner provided in Section 3.11 above on that amount, calculated as of the close of business on or around the date on which that the Short-Term Payout becomes payable, as determined by the Committee in its sole discretion. Subject to the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid out during a sixty (60) day period commencing immediately after the first day of any Plan Year designated by the Participant. The Plan Year designated by the Participant must be at least three Plan Years after the end of the Plan Year in which the Annual Deferral Amount is actually deferred. By way of example, if a three year Short-Term Payout is elected for Annual Deferral Amounts that are deferred in the Plan Year commencing June 1, 2002, the three year Short-Term Payout would become payable during a sixty (60) day period commencing June 1, 2006.

In addition, subject to the terms and conditions of this Section 5.1,
Section 5.2 and all other provisions of this Plan, any similar elections made pursuant to the terms of the Predecessor Plan, shall be deemed to remain in effect under this Plan. The distribution date selected by a Participant in connection with such election(s) under the Predecessor Plan shall remain binding on the parties. The Committee shall, in its discretion, determine how any amounts deferred under the Predecessor Plan shall be treated pursuant to the language of Article 5 and the Plan.

5.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that triggers a benefit under Article 7, 8, 9 or 10, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 5.1 shall not be paid in accordance with
Section 5.1 but shall be paid in accordance with the other applicable Article.

5.3 WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee (i) to suspend any deferrals required to be made by such Participant or (ii) to suspend any deferrals required to be made by such Participant and receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant's vested Account Balance and vested Merger Account balance, excluding the portion of the Account Balance attributable to the

Restricted Stock Account, calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. A Participant may not receive a payout from the Plan to the extent that the Unforeseeable Financial Emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (iii) by suspension of deferrals under this Plan. If the Committee, in its sole discretion, approves a Participant's petition for suspension, the Participant's deferrals under this Plan shall be suspended as of the date of such approval. If the Committee, in its sole discretion, approves a Participant's petition for suspension and payout, the Participant's deferrals under this Plan shall be suspended as of the date of such approval and the Participant shall receive a payout from the Plan within sixty (60) days of the date of such approval.

5.4 WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw all or a portion of his or her vested Account Balance, excluding the portion of the Account Balance attributable to the Restricted Stock Account. For purposes of this Section 5.4, the value of a Participant's vested Account Balance shall be calculated as of the close of business on or around the date on which receipt of the Participant's election is acknowledged by the Committee, as determined by the Committee in its sole discretion, less a withdrawal penalty equal to 10% of the amount withdrawn (the net amount shall be referred to as the "Withdrawal Amount"). This election can be made at any time, before or after Retirement or Disability, and whether or not the Participant is in the process of being paid pursuant to an installment payment schedule. The Participant shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The Participant shall be paid the Withdrawal Amount within sixty (60) days of his or her election. Once the Withdrawal Amount is paid, the Participant's participation in the Plan shall be suspended for the remainder of the Plan Year in which the withdrawal is elected and for one (1) full Plan Year thereafter.

ARTICLE 6
MERGER ACCOUNT

6.1 MERGER ACCOUNT. With respect to a Participant who participated in the Predecessor Plan and who maintained a Merger Account under the Predecessor Plan, an amount equal to his or her Merger Account as set forth in such Predecessor Plan, valued as of the Effective Date of this Plan, shall be credited to such Participant's Merger Account under this Plan. The Merger Account shall be comprised of Deferral Contributions, Additional Contributions and Supplemental Contributions accumulated under the Predecessor Plan pursuant to Section 5.2 of such Predecessor Plan.

6.2 VESTING OF MERGER ACCOUNT.

(a) DEFERRAL CONTRIBUTIONS. A Participant shall at all times be 100% vested in that portion of his or her Merger Account that is attributable to his or her Deferral Contributions.

(b) ADDITIONAL CONTRIBUTIONS. A Participant shall vest in that portion of his or her Merger Account that is attributable to his or her Additional Contributions upon the Participant's completion of five (5) Years of Vesting Service.

(c) SUPPLEMENTAL CONTRIBUTIONS. A Participant shall vest in that portion of his or her Merger Account that is attributable to his or her Supplemental Contributions upon the Participant's completion of five
(5) Years of Vesting Service.

(d) YEARS OF VESTING SERVICE. For purposes of this Section 6.2, "Years of Vesting Service" shall mean whole years of service resulting from (i) service credited to a Participant for purposes of vesting under the DAP Plan as of December 31, 1999 and (ii) service earned by a Participant with the Company including service in Related Employment. In combining service under the DAP Plan and service with the Company, twelve (12) months of service are required for a Year of Vesting Service and any resulting number of months less than twelve (12) shall be disregarded and shall not be used in determining the vested portion of a Participant's Merger Account.

A Participant shall earn a month of service for each calendar month in which he or she performs an hour of service for the Company or in Related Employment. In addition, if, within twelve (12) months from the date on which a Participant Retires or experiences a Termination of Employment, a Participant performs an hour of service for the Company or in Related Employment, such Participant shall receive a month of service for each month following the Participant's Retirement or Termination of Employment through the date of service. Furthermore, if, following a leave of absence of twelve (12) months or less, a Participant Retires or experiences a Termination of Employment, and within twelve (12) months from the date on which the Participant's leave of absence first commenced such Participant performs an hour of service, the Participant shall receive a month of service for each month during the Participant's leave of absence. A Participant shall earn a Year of Vesting Service for each twelve (12) months of service earned by the Participant.

(e) SERVICE UNDER DAP PLAN. Each Participant who maintains a Merger Account together with the Years of Vesting Service and months of vesting service credited to such Participant under the DAP Plan as of December 31, 1999 is listed at Appendix A.

(f) ACCELERATED VESTING. Notwithstanding anything to the contrary, upon a Participant's termination on or after the attainment of age sixty-five
(65), the portion of a Participant's Merger Account that is attributable to his or her Additional Contributions or Supplemental Contributions shall immediately become 100% vested (if it is not already vested in accordance with the above vesting schedule).

6.3 PAYMENT OF MERGER ACCOUNT. A Participant's vested Merger Account, calculated as of the close of business on or around the date on which the vested Merger Account becomes payable, as determined by the Committee in its sole discretion, shall be distributed pursuant to the terms of the Participant's form executed in accordance with the terms of the DAP Plan unless a subsequent distribution election is made under this Plan. A lump sum payment shall be made, or installment payments shall commence, no later than sixty (60) days after the date on which a Participant's Merger Account becomes payable. If a Participant's vested Merger Account is less than $40,000 at the time when such Merger Account becomes payable or if a Participant is required to take a lump sum distribution under the RPM, Inc. Retirement Plan or the RPM, Inc. 401(k) Plan, such Participant's vested Merger Account shall be paid in a lump sum regardless of such Participant's election.

ARTICLE 7
RETIREMENT BENEFIT FROM ACCOUNT BALANCE

7.1 RETIREMENT BENEFIT. A Participant who Retires shall receive, as a Retirement Benefit, his or her vested Account Balance, calculated as of the close of business on or around the date on which the Participant Retires, as determined by the Committee in its sole discretion.

7.2 PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of up to 10 years. The Participant may change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted to and accepted by the Committee in its sole discretion at least thirteen (13) months prior to the Participant's Retirement. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit or if the Participant's vested Account Balance is less than $50,000 at the time of his or her Retirement, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than sixty (60) days after the date on which the Participant Retires. Remaining installments, if any, shall be paid no later than sixty (60) days after each anniversary of the date on which the Participant Retires.

ARTICLE 8
TERMINATION BENEFIT FROM ACCOUNT BALANCE

8.1 TERMINATION BENEFIT. A Participant who experiences a Termination of Employment shall receive a Termination Benefit, which shall be equal to the Participant's vested Account Balance, calculated as of the close of business on or around the date on which the Participant experiences a Termination of Employment, as determined by the Committee in its sole discretion.

8.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid to the Participant in a lump sum payment no later than sixty (60) days after the date on which the Participant experiences the Termination of Employment.

ARTICLE 9
DISABILITY WAIVER AND BENEFIT FROM ACCOUNT BALANCE

9.1 DISABILITY WAIVER.

(a) WAIVER OF DEFERRAL. A Participant who is determined to be suffering from a Disability shall be (i) excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant's Base Annual Salary, Annual Bonus, Special Incentive Plan Amounts and/or Director Fees for the Plan Year during which the Participant first suffers a Disability, and (ii) excused from fulfilling any existing unvested Restricted Stock commitments. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but will continue to be considered a Participant for all other purposes of this Plan.

(b) DEFERRAL FOLLOWING DISABILITY. If a Participant returns to employment, or service as a Director, with an Employer after a Disability ceases, the Participant may elect to defer an Annual Deferral Amount and Annual Restricted Stock Amount for the Plan Year following his or her return to employment or service and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.3 above.

9.2 CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a Disability shall, for benefit purposes under this Plan, continue to be considered to be employed, or in the service of an Employer as a Director, and shall be eligible for (i) an Annual Company Contribution Amount, if any, credited to such Participant's Company Contribution Account in accordance with Section 3.7(b), and (ii) the benefits provided for in Articles 5, 6, 7, 8 or 10 in accordance with the provisions of those Articles. Notwithstanding the above, the Committee shall have the right to, in its sole and absolute discretion and for purposes of this Plan only, deem the Participant to have experienced a Termination of Employment, at any time after such Participant is determined to be suffering a Disability. If the Committee elects to exercise such right, the Participant shall receive a Disability Benefit equal to his or her vested Account Balance in accordance with Article 8. In the case of a Participant who is otherwise eligible to Retire, the Committee must deem the Participant to have Retired for purposes of this Plan only, as soon as practicable after the Participant is determined to be suffering a Disability. If the Committee elects to exercise such right, the Participant shall receive a Disability Benefit equal to his or her vested Account Balance, in accordance with Article 7.

ARTICLE 10
SURVIVOR BENEFIT FROM ACCOUNT BALANCE

10.1 SURVIVOR BENEFIT. The Participant's Beneficiary(ies) shall receive a Survivor Benefit upon the Participant's death which will be equal to (i) the Participant's vested Account Balance, calculated as of the close of business on or around the date of the Participant's death, as selected by the Committee in its sole discretion, if the Participant dies prior to his or her Retirement, Termination of Employment or Disability, or (ii) the Participant's unpaid Retirement Benefit, calculated as of the close of business on or around the date of the Participant's death, as selected by the Committee in its sole discretion, if the Participant dies before his or her Retirement Benefit is paid in full.

10.2 PAYMENT OF SURVIVOR BENEFIT. The Survivor Benefit shall be paid to the Participant's Beneficiary(ies) in a lump sum payment no later than sixty
(60) days after the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant's death.

ARTICLE 11
BENEFICIARY DESIGNATION

11.1 BENEFICIARY. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan

may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

11.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

11.3 ACKNOWLEDGMENT. No designation or change in designation of a beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

11.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a Beneficiary as provided in Sections 11.1, 11.2 and 11.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate.

11.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction.

11.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 12
LEAVE OF ABSENCE

12.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral Amount and Annual Restricted Stock Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

12.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the

13.1     Termination. Each Employer reserves the right to discontinue its
         sponsorship of the Plan and/or to terminate the Plan at any time with
         respect to any or all of its participating Employees and Directors, by
         action of its board of directors. Upon the termination of the Plan with
         respect to any Employer, the Plan Agreements of the affected
         Participants who are employed by that Employer, or in the service of
         that Employer as Directors, shall terminate and their vested Account
         Balances shall be determined (i) as if they had experienced a
         Termination of Employment on the date of Plan termination; or (ii) if
         Plan termination occurs after the date upon which a Participant was
         eligible to Retire, then with respect to that Participant as if he or
         she had Retired on the date of Plan termination. Such benefits shall be
         paid to the Participants as follows: (i) prior to a Change in Control,
         if the Plan is terminated with respect to all of its Participants, an
         Employer shall have the right, in its sole discretion, and
         notwithstanding any elections made by the Participant, to pay such
         benefits in a lump sum or pursuant to an Annual Installment Method of
         up to 10 years, with amounts credited and debited during the
         installment period as provided herein; or (ii) prior to a Change in
         Control, if the Plan is terminated with respect to less than all of its
         Participants, an Employer shall be required to pay such benefits in a
         lump sum; or (iii) after a Change in Control, if the Plan is terminated
         with respect to some or all of its Participants, the Employer shall be
         required to pay such benefits in a lump sum. The termination of the
         Plan shall not adversely affect any Participant or Beneficiary who has
         become entitled to the payment of any benefits under the Plan as of the
         date of termination; provided however, that the Employer shall have the
         right to accelerate installment payments without a premium or
         prepayment penalty by paying the vested Account Balance in a lump sum
         or pursuant to an Annual Installment Method using fewer years.

13.2     AMENDMENT. Any Employer may, at any time, amend or modify the Plan
         in whole or in part with respect to that Employer by the action of its
         board of directors or by an individual to whom the Board has delegated
         authority to amend this Plan provided, however, that: (i) no amendment
         or modification shall be effective to decrease or restrict the value of
         a Participant's vested Account Balance in existence at the time the
         amendment or modification is made, calculated as if the Participant had
         experienced a Termination of Employment as of the effective date of the
         amendment or modification or, if the amendment or modification occurs
         after the date upon which the Participant was eligible to Retire, the
         Participant had Retired as of the effective date of the amendment or
         modification, (ii) no amendment or modification of this Section 13.2 or
         Section 14.1 of the Plan shall be effective, and (iii) no amendment or
         modification shall be effective to change the form or timing of the
         payment of a Participant's Merger Account. The amendment or
         modification of the Plan shall not affect any Participant or
         Beneficiary who has become entitled to the payment of benefits under
         the Plan as of the date of the amendment or modification; provided,
         however, that the Employer shall have the right to accelerate
         installment payments by paying the vested Account Balance in a lump sum
         or pursuant to an Annual Installment Method using fewer years.

13.3     PARTICIPATION BY SUBSIDIARIES. Any subsidiary may adopt this Plan
         with the consent of the Company. A subsidiary that adopts this Plan
         shall be liable for the payment of any benefit of a Participant under
         this Plan that relates to employment or services provided to the
         subsidiary by the Participant, and neither the Company nor any other
         subsidiary shall have any liability for such benefit. Each subsidiary,
         by electing to participate in this Plan, appoints the Company as its
         agent and fully empowers the Company to act on its behalf as it may
         deem appropriate in maintaining or terminating the Plan. The adoption
         by the Company of any amendment to the Plan or the termination of all
         or any part of the Plan will constitute and represent, without further
         action by any subsidiary, the approval, adoption, ratification, or
         confirmation by each subsidiary of such amendment or termination and
         each subsidiary shall be bound by such amendment or termination. A
         subsidiary may cease participation only upon approval by the Company
         and only in accordance with such terms and conditions that may be
         required by the Company.

13.4     PLAN AGREEMENT. Despite the provisions of Sections 13.1 and 13.2
         above, if a Participant's Plan Agreement contains benefits or
         limitations that are not in this Plan document, the Employer may only
         amend or terminate such provisions as set forth in the Plan Agreement
         and, if not set forth in the Plan Agreement, then only with the consent
         of the Participant.

13.5     EFFECT OF PAYMENT. The full payment of the Participant's vested Account
         Balance and/or vested Merger Account under Articles 5, 6, 7, 8, 9 or 10
         of the Plan shall completely discharge all obligations to a Participant
         and his or her designated Beneficiaries under this Plan and the
         Participant's Plan Agreement shall terminate.

14.1     COMMITTEE DUTIES. Except as otherwise provided in this Article 14,
         this Plan shall be administered by a Committee which shall consist of
         the Board, or such committee as the Board shall appoint. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

14.2     ADMINISTRATION UPON CHANGE IN CONTROL.

         (a)      COMMITTEE. For purposes of this Plan, the Committee shall be
                  the "Administrator" at all times prior to the occurrence of a
                  Change in Control. Upon and after the occurrence of a Change
                  in Control, the "Administrator" shall be an independent third
                  party selected by the individual who, immediately prior to
                  such event, was the Company's Chief Executive Officer or, if
                  not so identified, the Company's highest ranking officer (the
                  "Ex-CEO"); provided, however, the Committee, as constituted
                  immediately prior to a Change in Control, shall continue to
                  act as the Administrator of this Plan until the date on which
                  the independent third party selected by the Ex-CEO accepts the
                  responsibilities of Administrator under this Plan. Upon and
                  after a Change in Control, the Administrator shall have the
                  discretionary power to determine all questions arising in
                  connection with

                  the administration of the Plan and the interpretation of the
                  Plan and Trust except benefit entitlement determinations upon
                  appeal; provided, however, upon and after the occurrence of a
                  Change in Control, the Administrator shall have no power to
                  direct the investment of Plan or Trust assets or select any
                  investment manager or custodial firm for the Plan or Trust.
                  Upon and after the occurrence of a Change in Control, the
                  Company must: (1) pay all reasonable administrative expenses
                  and fees of the Administrator; (2) indemnify the Administrator
                  against any costs, expenses and liabilities including, without
                  limitation, attorney's fees and expenses arising in
                  connection with the performance of the Administrator
                  hereunder, except with respect to matters resulting from the
                  gross negligence or willful misconduct of the Administrator or
                  its employees or agents; and (3) supply full and timely
                  information to the Administrator on all matters relating to
                  the Plan, the Trust, the Participants and their Beneficiaries,
                  the Account Balances of the Participants, the Participants'
                  Merger Account balances, the date and circumstances of the
                  Retirement, Disability, death or Termination of Employment of
                  the Participants, and such other pertinent information as the
                  Administrator may reasonably require. Upon and after a Change
                  in Control, the Administrator may only be terminated (and a
                  replacement appointed) by the Ex-CEO. Upon and after a Change
                  in Control, the Administrator may not be terminated by the
                  Company.

         (b)      BENEFIT REVIEW COMMITTEE. Upon and after the occurrence of
                  a Change in Control, the Benefits Review Committee, as
                  constituted immediately prior to a Change in Control, shall
                  continue to review denied claims as provided in Section 16.3
                  of this Plan. In the event any member of the Benefits Review
                  Committee resigns or is unable to perform the duties of a
                  member of the Benefits Review Committee, successors to such
                  members shall be selected by the Ex-CEO. Upon and after a
                  Change in Control, the Benefits Review Committee shall have
                  the discretionary power and authority to determine all
                  questions arising in connection with the review of a denied
                  claim as provided in Section 16.3. Upon and after the
                  occurrence of a Change in Control, the Company must: (1) pay
                  all reasonable administrative expenses and fees of the
                  Benefits Review Committee; (2) indemnify the Benefits Review
                  Committee against any costs, expenses and liabilities
                  including, without limitation, attorney's fees and expenses
                  arising in connection with the performance of the Benefits
                  Review Committee hereunder, except with respect to matters
                  resulting from the gross negligence or willful misconduct of
                  the Benefits Review Committee or its employees or agents; and
                  (3) supply full and timely information to the Benefits Review
                  Committee on all matters relating to the Plan, the Trust, the
                  Participants and their Beneficiaries, the Account Balances of
                  the Participants, the Participants' Merger Account balances,
                  the date and circumstances of the Retirement, Disability,
                  death or Termination of Employment of the Participants, and
                  such other pertinent information as the Benefits Review
                  Committee may reasonably require. Upon and after a Change in
                  Control, a member of the Benefits Review Committee may not be
                  removed by the Company but may only be removed (and a
                  replacement appointed) by the Ex-CEO.

14.3     AGENTS. In the administration of this Plan, the Committee and the
         Benefits Review Committee may, from time to time, employ agents and
         delegate to them such administrative duties as it sees FIT (including
         acting through a duly appointed representative) and may from time to
         time consult with counsel who may be counsel to any Employer.

14.4     BINDING EFFECT OF DECISIONS. Unless appealed to the Benefits Review
         Committee, the decision or action of the Committee or Administrator
         with respect to any question arising out of or in connection with the
         administration, interpretation and application of the Plan and the
         rules and regulations promulgated hereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan. If such decision or action is appealed under the provisions of
         this Plan, then the decision or action of the Benefits Review Committee
         shall be final and conclusive and binding upon all persons having any
         interest in the Plan.

14.5     INDEMNITY OF COMMITTEE AND BENEFITS REVIEW COMMITTEE. All employers
         shall indemnify and hold harmless the members of the Committee and the
         Benefits Review Committee, any Employee to whom the duties of the
         Committee or Benefits Review Committee may be delegated, and the
         Administrator against any and all claims, losses, damages, expenses or
         liabilities arising from any action or failure to act with respect to
         this Plan, except in the case of willful misconduct by the Committee,
         the Benefits Review Committee any of the members of the Committee or
         Benefits Review Committee, any such Employee or the Administrator.

14.6     EMPLOYER INFORMATION. To enable the Committee, the Benefits Review
         Committee and/or Administrator to perform its functions, the Company
         and each Employer shall supply full and timely information to the
         Committee, the Benefits Review Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination of Employment of its Participants, and such other
         pertinent information as the Committee or Administrator may reasonably
         require.

15.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.

16.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within sixty
         (60) days after such notice was received by the Claimant. All other
         claims must be made within 180 days of the date on which the event
         that caused the claim to arise occurred. The claim must state with
         particularity the determination desired by the Claimant.

16.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, but no later than ninety (90) days
         after receiving the claim. If the Committee determines

(a) that the Claimant's requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or

                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary;

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 16.3 below; and

                  (v)      a statement of the Claimant's right to bring a civil
                           action under ERISA Section 502(a) following an
                           adverse benefit determination on review.

16.3     REVIEW OF A DENIED CLAIM. The Board shall appoint the members of a
         Benefits Review Committee which shall consist of three (3) or more
         members. The Benefits Review Committee shall decide appeals of
         application denials as provided in this Section, have such other
         discretionary powers and authorities as provided by this Section, and
         shall have such other discretionary powers and duties as shall from
         time to time be assigned to the Benefits Review Committee by the
         Company. Prior to a Change in Control the members of the Benefits
         Review Committee shall remain in office at the will of the Board, and
         the Board may remove any of said members, from time to time, with or
         without cause. A member of the Benefits Review Committee may resign
         upon written notice to the remaining member or members of the Benefits
         Review Committee and to the Company respectively. The fact that a
         person is a prospective Participant, a Participant or a former
         Participant shall not disqualify him from acting as a member of the
         Benefits Review Committee. In case of the death, resignation or removal
         of any member of the Benefits Review Committee, the remaining members
         shall act until a successor-member is appointed. Upon request, the
         Company shall notify the Committee in writing of the names of the
         original members of the Benefits Review Committee, of any and all
         changes in the membership of the Benefits Review Committee, of the
         member designated as Chairman and the member designated as Secretary,
         and of any changes in either office. Until notified of a change, the
         Committee shall be protected in assuming that there has been no change
         in the membership of the Benefits Review Committee or the designation
         of Chairman or of Secretary since the last notification was filed with
         it. The Committee shall be under no obligation at any time to inquire
         into the membership of the Benefits Review Committee or its officers.
         All communications to the Benefits Review Committee shall be addressed
         to its Secretary at the address of the

         Company. On or before sixty (60) days after receiving a notice from the
         Committee that a claim has been denied, in whole or in part, a Claimant
         (or the Claimant's duly authorized representative) may file with the
         Benefits Review Committee a written request for a review of the denial
         of the claim. The Claimant (or the Claimant's duly authorized
         representative):

         (a)      may, upon request and free of charge, have reasonable access
                  to, and copies of, all documents, records and other
                  information relevant to the claim for benefits;

         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Benefits Review Committee, in
                  its sole discretion, may grant.

16.4     DECISION ON REVIEW. The Benefits Review Committee shall render its
         decision on review promptly, and no later than sixty (60) days after
         the Benefits Review Committee receives the Claimant's written request
         for a review of the denial of the claim. If the Benefits Review
         Committee determines that special circumstances require an extension of
         time for processing the claim, written notice of the extension shall be
         furnished to the Claimant prior to the termination of the initial sixty
         (60) day period. In no event shall such extension exceed a period of
         sixty (60) days from the end of the initial period. The extension
         notice shall indicate the special circumstances requiring an extension
         of time and the date by which the Benefits Review Committee expects to
         render the benefit determination. In rendering its decision, the
         Benefits Review Committee shall take into account all comments,
         documents, records and other information submitted by the Claimant
         relating to the claim, without regard to whether such information was
         submitted or considered in the initial benefit determination. The
         decision must be written in a manner calculated to be understood by the
         Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based;

         (c)      a statement that the Claimant is entitled to receive, upon
                  request and free of charge, reasonable access to and copies
                  of, all documents, records and other information relevant (as
                  defined in applicable ERISA regulations) to the Claimant's
                  claim for benefits; and

         (d)      a statement of the Claimant's right to bring a civil action
                  under ERISA Section 502(a).

16.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 16 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

17.1     ESTABLISHMENT OF THE TRUST. In order to provide assets from which to
         fulfill the obligations of the Participants and their beneficiaries
         under the Plan, the Company may establish a Trust by a trust agreement
         with a third party, the trustee, to which each Employer may, in its
         discretion, contribute cash or other property, including securities
         issued by the Company, to provide for the benefit payments under the
         Plan.

17.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the
         Plan and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employers, Participants and the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

17.3     DISTRIBUTIONS FROM THE TRUST. Each employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.

18.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

18.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and unsecured promise to pay
         money in the future.

18.3     EMPLOYER'S LIABILITY. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

18.4     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

18.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer, either as

         an Employee or a Director, or to interfere with the right of any
         Employer to discipline or discharge the Participant at any time.

18.6     FURNISHING INFORMATION. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

18.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

18.8     CAPTIONS. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

18.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of Ohio without regard to its conflicts of laws principles.

18.10    NOTICE. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                           Janeen B. Kastner
                           Director of Human Resources & Administration
                           RPM, Inc.
                           2628 Pearl Rd.
                           P.O. Box 777
                           Medina, OH 44258

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

18.11    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Participant's Employer and its successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

18.12    SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

18.13    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

18.14    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

18.15    COURT ORDER. Upon receipt of a court order in any action in which the
         Plan or the Committee has been named as a party, the Committee shall
         provide the affected Participant with notice of such court order as
         soon as is reasonably practicable. Notwithstanding the notice
         requirement set forth in the previous sentence, the Committee is
         authorized to make any payments directed by such court order. In
         addition, if a court determines that a spouse or former spouse of a
         Participant has an interest in the Participant's benefits under the
         Plan in connection with a property settlement or otherwise, the
         Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

18.16    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the trustee of the
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), a Participant's Employer shall distribute to the
                  Participant immediately available funds in an amount equal to
                  the taxable portion of his or her benefit (which amount shall
                  not exceed a Participant's unpaid vested Account Balance under
                  the Plan). If the petition is granted, the tax liability
                  distribution shall be made within 90 days of the date when the
                  Participant's petition is granted. Such a distribution shall
                  affect and reduce the benefits to be paid under this Plan. If,
                  for any reason, all or any portion of a Participant's benefits
                  under this Plan becomes taxable to the Participant prior to
                  receipt, such occurrence will not impact the tax status of any
                  other benefits under the Plan.

         (b)     TRUST. If the Trust terminates in accordance with its terms and
                 benefits are distributed from the Trust to a Participant in
                 accordance therewith, the Participant's benefits under this
                 Plan shall be reduced to the extent of such distributions.

18.17    INSURANCE. The Employers, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employers or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employers shall submit to medical examinations and supply such
         information and execute

         such documents as may be required by the insurance company or companies
         to whom the Employers have applied for insurance.

18.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer to institute, or may institute, litigation

seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company, the Participant's Employer or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, such Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company and the Participant's Employer irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company and the Participant's Employer (who shall be jointly and severally liable) to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, the Participant's Employer or any director, officer, shareholder or other person affiliated with the Company, the Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of May 30, 2002.

"Company" RPM, Inc., an Ohio corporation

By: /s/ Ronald A. Rice
    --------------------------------
Title: Vice President Administration
       -----------------------------

Exhibit 10.8.2

MASTER TRUST AGREEMENT FOR

RPM, INC.

DEFERRED COMPENSATION PLAN(S)

MASTER TRUST AGREEMENT

                               TABLE OF CONTENTS

ARTICLE                                                            PAGE
-------                                                            ----


ARTICLE 1                                                             1
---------

Name, Intentions, Irrevocability, Deposit and Definitions             1
---------------------------------------------------------
   1.1 NAME.                                                          1
   1.2 INTENTIONS.                                                    1
   1.3 IRREVOCABILITY; CREDITOR CLAIMS.                               1
   1.4 INITIAL DEPOSIT.                                               2
   1.5 ADDITIONAL DEFINITIONS.                                        2
   1.6 GRANTOR TRUST.                                                 5

ARTICLE 2                                                             5
---------

General Administration                                                5
----------------------
   2.1 COMMITTEE DIRECTIONS AND ADMINISTRATION BEFORE
       CHANGE IN CONTROL.                                             5
   2.2 ADMINISTRATION UPON CHANGE IN CONTROL.                         6
   2.3 CONTRIBUTIONS.                                                 6
   2.4 COMPANY CONTRIBUTIONS TO MEET SUBSIDIARY OBLIGATIONS.          6
   2.5 TRUST FUND.                                                    7
   2.6 RECAPTURE OF TRUST FUND.                                       7

ARTICLE 3                                                            10
---------

Powers and Duties of Trustee                                         10
----------------------------
   3.1 INVESTMENT DIRECTIONS.                                        10
   3.2 INVESTMENT UPON CHANGE IN CONTROL.                            10
   3.3 MANAGEMENT OF INVESTMENTS.                                    10
   3.4 SECURITIES.                                                   13
   3.5 SUBSTITUTION.                                                 13
   3.6 DISTRIBUTIONS.                                                13
   3.7 TRUSTEE RESPONSIBILITY REGARDING PAYMENTS ON INSOLVENCY       17
   3.8 COSTS OF ADMINISTRATION.                                      19
   3.9 TRUSTEE COMPENSATION AND EXPENSES.                            19
   3.10 PROFESSIONAL ADVICE.                                         19
   3.11 PAYMENT ON COURT ORDER.                                      20
   3.12 PROTECTIVE PROVISIONS.                                       20
   3.13 INDEMNIFICATIONS.                                            20





                                       i

MASTER TRUST AGREEMENT FOR RPM, INC.
DEFERRED COMPENSATION PLAN(S)
================================================================================



ARTICLE 4                                                            21
---------

Insurance Contracts                                                  21
-------------------
   4.1 TYPES OF CONTRACTS.                                           21
   4.2 OWNERSHIP.                                                    22
   4.3 RESTRICTIONS ON TRUSTEE'S RIGHTS.                             22

ARTICLE 5                                                            22
---------

Trustee's Accounts                                                   22
------------------
   5.1 RECORDS.                                                      22
   5.2 ANNUAL ACCOUNTING; FINAL ACCOUNTING.                          22
   5.3 VALUATION.                                                    23
   5.4 DELEGATION OF DUTIES.                                         23

ARTICLE 6                                                            24
---------

Resignation or Removal of Trustee                                    24
---------------------------------
   6.1 RESIGNATION; REMOVAL.                                         24
   6.2 SUCCESSOR TRUSTEE.                                            24
   6.3 SETTLEMENT OF ACCOUNTS.                                       24

ARTICLE 7                                                            24
---------

Controversies, Legal Actions and Counsel                             24
----------------------------------------
   7.1 CONTROVERSY.                                                  24
   7.2 JOINDER OF PARTIES.                                           25
   7.3 EMPLOYMENT OF COUNSEL.                                        25

ARTICLE 8                                                            25
---------

Insurers                                                             25
--------
   8.1 INSURER NOT A PARTY.                                          25
   8.2 AUTHORITY OF TRUSTEE.                                         25
   8.3 CONTRACT OWNERSHIP.                                           25
   8.4 LIMITATION OF LIABILITY.                                      25
   8.5 CHANGE OF TRUSTEE.                                            25

ARTICLE 9                                                            26
---------

Amendment and Termination                                            26
-------------------------
   9.1 AMENDMENT.                                                    26
   9.2 MERGER.                                                       27
   9.3 FINAL TERMINATION.                                            27






                                      ii

MASTER TRUST AGREEMENT FOR RPM, INC.
DEFERRED COMPENSATION PLAN(S)
================================================================================


ARTICLE 10                                                           28
----------

Miscellaneous                                                        28
-------------
   10.1 DIRECTIONS FOLLOWING CHANGE IN CONTROL.                      28
   10.2 TAXES.                                                       28
   10.3 THIRD PERSONS.                                               28
   10.4 NONASSIGNABILITY; NONALIENATION.                             28
   10.5 APPLICABLE LAW.                                              29
   10.6 NOTICES AND DIRECTIONS.                                      29
   10.7 SUCCESSORS AND ASSIGNS.                                      29
   10.8 GENDER AND NUMBER.                                           29
   10.9 HEADINGS.                                                    29
   10.10 COUNTERPARTS.                                               29
   10.11 BENEFICIAL INTEREST.                                        29
   10.12 THE TRUST AND PLANS.                                        29
   10.13 EFFECTIVE DATE.                                             30

MASTER TRUST AGREEMENT FOR
RPM, INC.
DEFERRED COMPENSATION PLAN(S)

THIS MASTER TRUST AGREEMENT ("Master Trust Agreement") is made and entered into as of __________, 2002, between RPM, Inc., an Ohio corporation and KeyBank National Association, a national banking association, to evidence the master trust (the "Trust") to be established, pursuant to those executive deferral plans or other arrangements of the Company listed in Exhibit A (the "Plans") now or hereafter existing that provide for the establishment of a trust, for the benefit of a select group of management or highly compensated employees and/or Directors who contribute materially to the continued growth, development and business success of the Company and those subsidiaries of the Company, if any, that participate in the Plans (collectively, "Subsidiaries," or singularly, "Subsidiary").

ARTICLE 1
NAME, INTENTIONS, IRREVOCABILITY, DEPOSIT AND DEFINITIONS

1.1 NAME. The name of the Trust created by this Agreement (the "Trust") shall be:

MASTER TRUST AGREEMENT FOR
RPM, INC.
DEFERRED COMPENSATION PLAN(S)

1.2 INTENTIONS. The Company wishes to establish the Trust and to contribute to the Trust assets that shall be held therein, subject to the claims of the Company's and the Subsidiaries' creditors in the event of their Insolvency (as defined below) until paid to Participants and their Beneficiaries in such manner and at such times as specified in the Plans. It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained for the purpose of providing supplemental compensation for a select group of management or highly compensated employees and/or Directors for purposes of Title I of ERISA (as defined below). In addition, it is the intention of the Company and the Subsidiaries to make contributions to the Trust to provide themselves with a source of funds to assist them in the meeting of their liabilities under the Plans.

1.3 IRREVOCABILITY; CREDITOR CLAIMS. The Trust hereby established shall be irrevocable. Except as otherwise provided in Sections 2.6 and 9.3, the principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and the Subsidiaries and shall be used exclusively for the uses and purposes of the Participants and the general creditors of the Company and the Subsidiaries as herein set forth. The Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Master Trust Agreement shall be mere unsecured contractual rights of the Participants and their Beneficiaries against the Company and the Subsidiaries. Any assets held by the Trust will be subject to the claims of the Company's and the Subsidiaries' general creditors under federal and state law as provided in Section 3.7(b).

1.4 INITIAL DEPOSIT. The Company hereby deposits with the Trustee in trust $100, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Master Trust Agreement.

1.5 ADDITIONAL DEFINITIONS. In addition to the definitions set forth above, for purposes hereof, unless otherwise clearly apparent from the context, the following terms have the following indicated meanings:

(a) "Administrator" shall mean the Administrator appointed pursuant to Section 3.6(i).

(b) "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with a Plan, that are entitled to receive benefits under a Plan upon the death of a Participant.

(c) "Board" shall mean the board of directors of the Company.

(d) "Change in Control" shall mean the occurrence, at any time, of any of the following events:

(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person or entity (other than Parent or any Subsidiary of Parent), and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then outstanding securities of such corporation, person or entity immediately after such transaction are held in the aggregate by the holders of Voting Stock immediately prior to such transaction;

(ii) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person or entity (other than Parent or any Subsidiary of Parent), and less than a majority of the combined voting power of the then outstanding securities of such corporation, person or entity immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock immediately prior to such sale or transfer;

(iii) There is a report filed on Schedule 13D or Schedule TO (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act but excluding Parent or any Subsidiary of Parent) has become the beneficial owner (as the term "beneficial owner" is defined under Rule l3d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 15% or more of the Voting Power;

(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8 K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction (excluding any change in control in favor of Parent or any Subsidiary of Parent);

(v) If during any period of two consecutive years, individuals, who at the beginning of any such period, constitute the Directors cease for any reason to constitute at least a majority thereof, unless the nomination for election by the Company's shareholders of each new Director was approved by a vote of at least two-thirds of the Directors then in office who were Directors at the beginning of any such period; or

(vi) Such event as the Board, in the good faith exercise of its discretion, shall determine to be a "Change in Control."

Notwithstanding the foregoing provisions of Sections 1.5(d)(iii) and 1.5(d)(iv) above, a Change in Control shall not be deemed to have occurred for purposes of this Agreement
(i) solely because (A) the Company, (B) a Subsidiary, or (C) any Company sponsored employee stock ownership plan or other employee benefit plan of the Company or any Subsidiary, or any entity holding shares of Voting Stock for or pursuant to the terms of any such plan, either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D, Schedule TO, Form 8 K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership, (ii) solely because any other person or entity either files or becomes obligated to file a report on Schedule 13D or Schedule TO (or any successor schedule, form or report) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, but only if both (A) the transaction giving rise to such filing or obligation is approved in advance of consummation thereof by the Company's Board of Directors and (B) at least a majority of the Voting Power immediately after such transaction is held in the aggregate by the holders of Voting Stock immediately prior to such transaction, or (iii) solely because of a change in control of any Subsidiary.

Solely for purposes of this definition of Change of Control, the capitalized terms shall have the following meanings:

"Director" means a member of the Board of Directors of the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

"Subsidiary" means a corporation, company or other entity (a) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (b) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

"Voting Power" means, at any time, the total votes relating to the then outstanding securities entitled to vote generally in the election of Directors.

"Voting Stock" means, at any time, the then outstanding securities entitled to vote generally in the election of Directors.

(e) "Committee" shall mean the administrative committee appointed by the Board to administer this Trust.

(f) "Company" shall mean RPM, Inc., an Ohio corporation. If and when Parent acquires all of the outstanding voting stock of all classes of RPM, Inc., however, Company shall mean the Parent.

(g) "Director" shall mean any member of the Board or of the board of directors of any Subsidiary.

(h) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

(i) "Fiscal Year" shall mean the Fiscal Year chosen for this Master Trust Agreement by the Board.

(j) "Insolvent" shall have the meaning set forth in Section 3.7(a) below.

(k) "Insolvent Entity" shall have the meaning set forth in Section 3.7(a) below.

(l) "IRS" shall mean the Internal Revenue Service.

(m) "Parent" shall mean any publicly-held corporation, limited liability company or partnership that (a) is formed for the sole purpose of acquiring, directly or indirectly (whether by distribution or otherwise), substantially all of the

outstanding voting stock of all classes of RPM, Inc., (b) is owned immediately after the acquisition described in clause
(a) of this definition by the same shareholders as were shareholders of RPM, Inc. immediately prior to the acquisition described in clause (a) of this definition, and (c) hereafter owns, directly or indirectly, all of the outstanding voting stock of all classes of RPM, Inc.

(n) "Participant" shall mean a person who is a participant in one or more of the Plans in accordance with their terms and conditions.

(o) "Payment Schedule" shall have the meaning set forth in Section 3.6(b) below.

(p) "Plan(s)" shall mean those executive deferral plans or other arrangements of the Company listed in Exhibit A.

(q) "Trustee" shall mean KeyBank National Association or such successor trustee as appointed pursuant to Section 6.2.

(r) "Trust Fund" shall mean the assets held by the Trustee pursuant to the terms of this Master Trust Agreement and for the purposes of the Plans.

1.6 GRANTOR TRUST. The Trust is intended to be a "grantor trust," of which the Company and the Subsidiaries are the grantors, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and the Trust shall be construed accordingly.

ARTICLE 2
GENERAL ADMINISTRATION

2.1 COMMITTEE DIRECTIONS AND ADMINISTRATION BEFORE CHANGE IN CONTROL. Until a Change in Control has occurred, this Section 2.1 shall be effective and the Committee shall direct the Trustee as to the administration of the Trust in accordance with the following provisions:

(a) The Committee shall be identified to the Trustee by a copy of the resolution of the Board appointing the Committee. In the absence thereof, the Board shall be the Committee. The Committee may delegate its authorities and discretions. Persons authorized to give directions to the Trustee on behalf of the Committee shall be identified to the Trustee by written notice from the Committee, and such notice shall contain specimens of the authorized signatures. The Trustee shall be entitled to rely on such written notice as evidence of the identity and authority of the persons appointed until a written cancellation of the appointment, or the written appointment of a successor, is received by the Trustee.

(b) Directions by the Committee, or its delegate, to the Trustee shall be in writing and signed by the Committee or persons authorized by the Committee, or may be made by such other method as is acceptable to the Trustee.

(c) The Trustee may conclusively rely upon directions from the Committee in taking any action with respect to this Master Trust Agreement, including the making of payments from the Trust Fund and the investment of the Trust Fund pursuant to this Master Trust Agreement. The Trustee shall have no liability for actions taken, or for failure to act, on the direction of the Committee. The Trustee shall have no liability for failure to act in the absence of proper written directions.

(d) The Trustee may request instructions from the Committee and shall have no duty to act or liability for failure to act if such instructions are not forthcoming from the Committee. If requested instructions are not received within a reasonable time, the Trustee may, but is under no duty to, act on its own discretion to carry out the provisions of this Master Trust Agreement in accordance with this Master Trust Agreement and the Plans.

2.2 ADMINISTRATION UPON CHANGE IN CONTROL. In the event of a Change in Control, the authority of the Committee, its delegate, and any person authorized by the Committee to administer the Trust and direct the Trustee, as set forth in Section 2.1 above, shall cease, and the Administrator shall have complete authority to administer the Trust.

2.3 CONTRIBUTIONS. Except as provided in any Plan, the Company and the Subsidiaries, in their sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Master Trust Agreement. Neither the Trustee nor any Participant or Beneficiary shall have any right to compel such additional deposits. The Trustee shall have no duty to collect or enforce payment to it of any contributions or to require that any contributions be made, and shall have no duty to compute any amount to be paid to it nor to determine whether amounts paid comply with the terms of the Plans. Following a Change in Control, the Administrator shall have the right and duty to compel and collect contributions from the Company to make-up for any shortfall between (i) the anticipated benefit obligations and administrative expenses that are to be paid under the Plans and Trust and (ii) the assets of the Trust Fund, unless it determines that it is not in the best interests of the Participants and Beneficiaries to do so.

2.4 COMPANY CONTRIBUTIONS TO MEET SUBSIDIARY OBLIGATIONS. In the event the Company makes any contributions which may be used to assist a Subsidiary in meeting the Subsidiary's obligations to its employees or directors under any Plan, such contributions and any earnings thereon shall be subject to the claims of the creditors of the Company and the Subsidiary. Any such contributions and earnings thereon not transferred to the

Subsidiary's employees or directors shall revert to the Company upon termination of this Trust.

2.5 TRUST FUND. The contributions received by the Trustee from the Company and the Subsidiaries shall be held and administered pursuant to the terms of this Master Trust Agreement without distinction between income and principal and without liability for the payment of interest thereon except as expressly provided in this Master Trust Agreement. During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested. Except as hereinafter provided, the assets held for the payment of benefits of Participants and Beneficiaries of each Plan and payable by the Company and separate Subsidiaries under the provisions of a Plan shall be commingled. However, the Trustee shall maintain a separate account that will show the equitable share of the assets available to pay benefits owed by the Company and each Subsidiary under the provisions of each Plan and the income gains and losses of the Trust Fund's assets so held shall be allocated proportionately among the accounts. The Trustee, however, shall establish a separate sub-account ("Subtrust") to hold assets contributed by the Company to meet the obligations of a Subsidiary under any Plan and such other Subtrusts as directed by the Committee in writing. Assets held in a Subtrust shall be commingled and the Trustee shall maintain a separate account that will show the equitable share of the assets available to pay benefits owed by the Company and each Subsidiary under the provisions of each Plan and the income gains and losses of the Subtrust's assets so held shall be allocated proportionately among the accounts. In the event Parent acquires all of the outstanding voting stock of all classes of RPM, Inc., any separate account evidencing an equitable share for RPM, Inc. or any Subtrust holding assets contributed by RPM, Inc. shall continue to be so maintained and held and shall be transferred to the Parent only upon and to the extent such interest is assigned to Parent by RPM, Inc.

2.6 RECAPTURE OF TRUST FUND. The Company shall have no right or power to direct the Trustee to return to the Company or any Subsidiary, or to divert to others any portion of the Trust Fund except upon occurrence of the following events:

(a) Final Termination. In the event of final termination of the Trust as provided in Section 9.3, the assets of the Trust or of each Subtrust shall be returned to the Company or Subsidiary that made contributions to the Trust or Subtrust in accordance with the instructions of the Company;

(b) An Insolvency occurs. In the event of Insolvency, assets of the Trust shall be paid and administered in accordance with
Section 3.7;

(c) Benefits become insured or guaranteed. If benefits of a Participant or Beneficiary that have become payable under the terms of a Plan become insured or guaranteed pursuant to a contract with an insurance company, guaranty company or similar organization irrespective of whether such contract has been purchased by the Company, Participant or other person, the Company or Subsidiary shall be

entitled to demand from the Trustee a repayment from the Trust Fund in an amount which does not exceed the actuarial present value of the benefits that are so insured or guaranteed, to the extent that such benefits would be payable by the Company or Subsidiary in accordance with the terms of the Plan; and if all of the benefit payments due under the Plan with respect to the Company or Subsidiary are so insured or guaranteed, the Company or Subsidiary may also demand repayment of any portion of the Trust Fund an amount that does not exceed the actuarial present value of such benefits insured or guaranteed. The Company shall determine such amount and provide a written demand therefore from the Trustee. The Trustee shall have no liability to any person for making such payment in such amount;

(d) The Company or Subsidiary pays the Participant's benefit. If, pursuant to Section 3.6(d), the Company makes payment directly to a Participant or Beneficiary (in lieu of such payment being made directly by the Trustee), the Company may request the Trustee to provide it or the Subsidiary reimbursement for the amount paid by the Company or the Subsidiary; and such reimbursement shall be paid by the Trustee from the Trust Fund;

(e) The Participant incurs a forfeiture or penalty. If a Participant or Beneficiary forfeits all or a portion of his benefit, incurs a penalty for an accelerated distribution under the terms of the Plan, or makes a voluntary written election to forego and relinquish amounts payable to him pursuant to the Plan, the Company may demand that the Trustee return the present value of the benefit to the Company or Subsidiary that would be obligated to make payment of the benefit had the forfeiture, penalty or relinquishment not occurred, or direct that the amounts be used to pay fees or expenses of the Trust or Plan;

(f) The maintenance of the Trust is not warranted by expense. Prior to a Change in Control, if the value of the assets comprising the Trust is such that the continuation of the Trust is not warranted by its administrative expenses, the Committee may direct that the Trust be terminated and assets shall be distributed in accordance with Subsection (a) of this
Section 2.6; or

(g) The Trust has Excess Assets. In the event the Trust holds Excess Assets, the Trustee, at the direction of the Committee prior to a Change in Control, or the Administrator upon and after a Change in Control, shall distribute to the Company and the Subsidiaries such excess portion of the Trust Fund.

(i) "Excess Assets" are assets of the Trust exceeding the sum of: one hundred twenty-five percent (125%) of the anticipated benefit obligations and administrative obligations that are to be paid under the Plans.

(ii) Unless otherwise directed by the Committee or the Administrator after a Change in Control, Excess Assets shall be returned to the Company or a Subsidiary in the following order of priority:

(A) Cash and cash equivalents;

(B) All taxable investments of the Trust (other than cash and cash equivalents, securities and obligations issued by the Company or Subsidiaries and Contracts with insurers), in such order as the Committee may request;

(C) All nontaxable investments of the Trust (other than cash and cash equivalents, securities and obligations issued by the Company or Subsidiaries and Contracts with insurers), in such order as the Committee may request;

(D) Securities and obligations issued by the Company or Subsidiaries in such order as the Committee may request; and

(E) Contracts with insurers, proceeding in order of Contracts on insureds from the youngest to the oldest ages based on the insured's attained age on the date of return of Excess Assets.

Notwithstanding the foregoing, Excess Assets may be returned in any other order of priority directed by the Committee prior to a Change in Control.

(iii) If any Subtrust holds Excess Assets, the Committee may direct the Trustee to transfer such Excess Assets to other Subtrusts, either ratably in proportion to the unfunded liabilities to Participants for Plan benefits of all other Subtrusts or first to the other Subtrust(s) with the largest percentage of such unfunded liabilities except that any excess assets of a Subtrust holding assets resulting from contributions by the Company to pay benefits attributable solely to services rendered by a Participant for the Company may only be transferred to a Subtrust holding assets for such purposes, any excess assets of a Subtrust holding assets resulting from contributions by a Subsidiary to pay benefits attributable solely to services rendered by a Participant for the Subsidiary may only be transferred to a Subtrust holding assets for such purposes, and any excess assets of a Subtrust to which the Company made contributions and which holds assets

to pay benefits attributable solely to services rendered by a Participant for a Subsidiary may only be transferred to a Subtrust established to receive assets from the Company for such purposes. After a Change in Control, the Administrator may also direct a transfer of Excess Assets of a Subtrust to other Subtrusts upon its own initiative in such amounts as it may determine in its sole discretion. Excess Assets of a Subtrust for a Plan shall be determined in the same manner as Excess Assets of the Trust are determined.

ARTICLE 3
POWERS AND DUTIES OF TRUSTEE

3.1 INVESTMENT DIRECTIONS. Except as provided in this Section and Section 3.2 below, the Committee shall provide the Trustee with all investment instructions. The Trustee shall neither affect nor change investments of the Trust Fund, except as directed in writing by the Committee; provided, that the Trustee may (i) deposit cash on hand from time to time in any bank savings account, certificate of deposit, or other instrument creating a deposit liability for a bank, including the Trustee's own banking department, if the Trustee is a bank, without such prior direction, or (ii) invest in government securities, bonds with specific ratings, equities, or mutual funds composed of such investments, all within broad investment guidelines established by the Committee from time to time. The Trustee shall have no right, duty or responsibility to recommend investments or investment changes. The Trustee shall not be liable in any manner for any reason for any loss or other unfavorable investment results arising from its compliance with the investment instructions of the Committee and shall not indemnify the Company or any Subsidiaries for any damages, costs or attorney's fees arising from or attributable to any investment directed by the Committee prior to a Change in Control.

3.2 INVESTMENT UPON CHANGE IN CONTROL. In the event of a Change in Control, the authority of the Committee, its delegate and any person authorized by the Committee to direct investments of the Trust Fund shall cease and the Trustee shall have complete authority to direct investments of the Trust Fund. The president of the Company shall notify the Trustee in writing when a Change in Control has occurred. The Trustee has no duty to inquire whether a Change in Control has occurred and may rely on notification by the president of the Company of a Change in Control; provided, however, that if any officer, former officer, director or former director of the Company or any Subsidiary (other than the president of the Company), or any Participant notifies the Trustee that there has been or there may be a Change in Control, the Trustee shall have the duty to satisfy itself as to whether a Change in Control has in fact occurred. The Company shall indemnify and hold harmless the Trustee for any damages or costs (including attorneys' fees) that may be incurred because of reliance on the president's notice or lack thereof or because of actions taken to determine whether a Change in Control has occurred. The Trustee shall indemnify and hold harmless the Company and the Subsidiaries for any damages or costs (including attorney's fees) that may be incurred in the event that the

Trustee fails to timely perform its duties as required by this Master Trust Agreement upon receipt of the President's notice.

3.3 MANAGEMENT OF INVESTMENTS. Subject to Section 3.1 above, the Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided otherwise herein, and all rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee. The Trustee shall have full power and authority to invest and reinvest the Trust Fund in any investment permitted by law, exercising the judgment and care that persons of prudence, discretion and intelligence would exercise under the circumstances then prevailing, considering the probable income and safety of their capital, including, without limiting the generality of the foregoing, the power:

(a) To invest and reinvest the Trust Fund, together with the income therefrom, in common stock, preferred stock, convertible preferred stock, mutual funds (including, without limitation, mutual funds for which the Trustee or its affiliates receive fees for acting as investment advisor or providing other services), bonds, debentures, convertible debentures and bonds, mortgages, notes, time certificates of deposit, commercial paper and other evidences of indebtedness (including those issued by the Trustee or any of its affiliates), other securities (including stock, rights to acquire stock or obligations issued by the Company or a Subsidiary), policies of life insurance, annuity contracts, options to buy or sell securities or other assets, and other property of any kind (personal, real, or mixed, and tangible or intangible);

(b) To deposit or invest all or any part of the assets of the Trust Fund in savings accounts or certificates of deposit or other deposits which bear a reasonable interest rate in a bank, including the commercial department of the Trustee, if such bank is supervised by the United States or any State;

(c) To hold, manage, improve, repair and control all property, real or personal, forming part of the Trust Fund and to sell, convey, transfer, exchange, partition, lease for any term, even extending beyond the duration of this Trust, and otherwise dispose of the same from time to time in such manner, for such consideration, and upon such terms and conditions as the Trustee shall determine;

(d) To have, respecting securities, all the rights, powers and privileges of an owner, including the power to give proxies, pay assessments and other sums deemed by the Trustee to be necessary for the protection of the Trust Fund, to vote any corporate stock either in person or by proxy, with or without power of substitution, for any purpose; to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations, and in connection therewith to deposit securities with and transfer title to any protective or other committee under such terms as the Trustee may deem advisable; to

exercise or sell stock subscriptions or conversion rights; and, regardless of any limitation elsewhere in this instrument relative to investment by the Trustee, to accept and retain as an investment any securities or other property received through the exercise of any of the foregoing powers;

(e) To hold in cash, without liability for interest, such portion of the Trust Fund which, in its discretion, shall be reasonable under the circumstances, pending investments, or payment of expenses, or the distribution of benefits;

(f) To take such actions as may be necessary or desirable to protect the Trust Fund from loss due to the default on mortgages held in the Trust including the appointment of agents or trustees in such other jurisdictions as may seem desirable, to transfer property to such agents or trustees, to grant such powers as are necessary or desirable to protect the Trust or its assets, to direct such agents or trustees, or to delegate such power to direct, and to remove such agents or trustees;

(g) To employ such agents including custodians and counsel as may be reasonably necessary and to pay them reasonable compensation; to settle, compromise or abandon all claims and demands in favor of or against the Trust assets;

(h) To cause title to property of the Trust to be issued, held or registered in the individual name of the Trustee, or in the name of its nominee(s) or agents, or in such form that title will pass by delivery;

(i) To exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under the laws of the State whose laws are applicable to this Master Trust Agreement, as provided in
Section 10.5 below, so that the powers conferred upon the Trustee herein shall not be in limitation of any authority conferred by law, but shall be in addition thereto;

(j) To borrow money from any source (including the Trustee) and to execute promissory notes, mortgages or other obligations and to pledge or mortgage any Trust assets as security;

(k) To lend certificates representing stocks, bonds, or other securities to any brokerage or other firm selected by the Trustee;

(l) To institute, compromise and defend actions and proceedings; to pay or contest any claim; to settle a claim of or against the Trust by compromise, arbitration, or otherwise; to release, in whole or in part, any claim belonging to the Trust to the extent that the claim is uncollectible;

(m) To use securities depositories or custodians and to allow such securities as may be held by a depository or custodian to be registered in the name of such depository or its nominee or in the name of such custodian or its nominee;

(n) To invest the Trust Fund from time to time in one or more investment funds, which funds shall be registered under the Investment Company Act of 1940; and

(o) To do all other acts necessary or desirable for the proper administration of the Trust Fund, as if the Trustee were the absolute owner thereof.

However, nothing in this section shall be construed to mean the Trustee assumes any responsibility for the performance of any investment made by the Trustee in its capacity as trustee under the operations of this Master Trust Agreement. Notwithstanding any powers granted to the Trustee pursuant to this Master Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701 2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

3.4 SECURITIES. Voting or other rights in securities shall be exercised by the person or entity responsible for directing such investments, and the Trustee shall have no duty to exercise voting or proxy or other rights relating to any investment managed or directed by the Committee. In no event shall any voting or other rights in securities be exercised by or rest with Participants or Beneficiaries. If any foreign securities are purchased pursuant to the direction of the Committee, it shall be the responsibility of the person or entity responsible for directing such investments to advise the Trustee in writing of any laws or regulations, either foreign or domestic, that apply to such foreign securities or to the receipt of dividends or interest on such securities.

3.5 SUBSTITUTION. Notwithstanding any provision of any Plan or the Trust to the contrary, the Company and/or any Subsidiary shall at all times have the power to reacquire the Trust Fund by substituting readily marketable securities (other than stock, a debt obligation or other security issued by the Company or any Subsidiary) and/or cash of an equivalent value and such other property shall, following such substitution, constitute the Trust Fund. Notwithstanding the foregoing, after a Change in Control, any such substitution shall be subject to the approval of the Trustee.

3.6 DISTRIBUTIONS.

(a) The establishment of the Trust and the payment or delivery to the Trustee of money or other property shall not vest in any Participant or Beneficiary any right, title, or interest in and to any assets of the Trust. To the extent that any Participant or Beneficiary acquires the right to receive payments under any of the Plans, such right shall be no greater than the right of an unsecured general creditor

of the Company and the Subsidiaries and such Participant or Beneficiary shall have only the unsecured promise of the Company and the Subsidiaries that such payments shall be made.

(b) Concurrent with the establishment of this Trust, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant (and his or her Beneficiaries) on a Plan by Plan basis, provides a formula or formulas or other instructions acceptable to the Trustee for determining the amounts so payable, specifies the form in which such amount is to be paid (as provided for or available under the applicable Plans), and the time of commencement for payment of such amounts. If, during a Fiscal Year, there is a new Participant, the Company shall deliver a Payment Schedule with respect to the new Participant within sixty (60) days of the last day of the Fiscal Year. The Company shall provide a modified Payment Schedule when the Committee directs that a distribution be made to a Participant or Beneficiary, upon a Change in Control, and within sixty (60) days of the last day of each Fiscal Year ending after a Change in Control. After a Change in Control, the Company shall also provide a Payment Schedule or modified payment Schedule for any or all Plans upon request by the Trustee at any time. Except as otherwise provided herein, prior to a Change in Control, the Trustee shall make payments to the Participants and their Beneficiaries in accordance with such Payment Schedule. Despite the foregoing, after a Change in Control, the Trustee shall make payments in accordance with the terms and provisions of each of the Plans and related plan agreements as directed by the Administrator. The Trustee, at the direction of the Committee or, after a Change in Control, as directed by the Administrator, may make any distribution required to be made by it hereunder by delivering:

(i) Its check payable to the person to whom such distribution is to be made, to the person, or, if prior to a Change in Control, to the Company for redelivery to such person; provided that before a Change in Control, the Committee may direct the Trustee to deliver one or more lump sum checks payable to the Company, and the Company shall prepare and deliver individual checks for each Participant or Beneficiary; or

(ii) Its check payable to an insurer for the benefit of such person, to the insurer, or, if prior to a Change in Control, to the Company for redelivery to the insurer; or

(iii) Contracts held on the life of the Participant to whom or with respect to whom the distribution is being made, to the Participant or Beneficiary, or, if prior to a Change in Control, to the Company for redelivery to the person to whom such distribution is to be made; or

(iv) If a distribution is being made, in whole or in part, of other assets, assignments or other appropriate documents or certificates necessary to effect a transfer of title, to the Participant or Beneficiary, or, if prior to a Change in Control, to the Company for redelivery to such person.

(c) If the principal of the Trust, and any earnings thereon, are not sufficient, determined on a Plan by Plan basis, to make payments of benefits in accordance with the terms of the Plans, the Company and the Subsidiaries shall make the balance of each such payment as it falls due. If the Trustee knows that principal and earnings are not sufficient to make payments of benefits in accordance with the terms of the Plans, the Trustee shall notify the Company and the Subsidiaries of the insufficiency. To the extent that the total Trust assets available to make benefit payments to Participants or Beneficiaries who are currently entitled to payment are less than the liabilities of the Plans, the Trustee shall make benefit payments proportionate to the ratio of assets available to pay benefits to the total values of the liabilities.

(d) The Company and the Subsidiaries may make payment of benefits directly to Participants or their Beneficiaries as they become due under the terms of the Plans. The Company and the Subsidiaries shall notify the Trustee of their decisions to make payment of benefits directly prior to the time amounts are payable to Participants or their Beneficiaries.

(e) Notwithstanding anything contained in this Master Trust Agreement to the contrary, if at any time the Trust is finally determined by the IRS not to be a "grantor trust" with the result that the income of the Trust Fund is not treated as income of the Company or the Subsidiaries pursuant to Sections 671 through 679 of the Internal Revenue Code of 1986, as amended, or if a tax is finally determined by the IRS to be payable by one or more Participants or Beneficiaries with respect to any interest in the Plans or the Trust Fund prior to payment of such interest to any such Participant or Beneficiary, the Committee shall immediately determine each Participant's share of the Trust Fund in accordance with the Plans, and the Trustee shall immediately distribute such share in a lump sum to each Participant or Beneficiary entitled thereto, regardless of whether such Participant's employment has terminated (provided such Participant has a vested interest in his or her accrued benefits under the Plans) and regardless of form and time of payments specified in or pursuant to the Plans. Any remaining assets (less any expenses or costs due under Sections 3.8 and 3.9 of this Master Trust Agreement) shall then be paid by the Trustee to the Company and the Subsidiaries in such amounts, and in the manner instructed by the Committee. If the value of the Trust Fund is less than the benefit obligations under the Plans, the foregoing described distributions will be limited to a Participant's share of the Trust Fund, determined by allocating assets to the Participant based on the ratio of the Participant's benefit obligations under the Plans to the total benefit obligations

under the Plans. The Trustee shall rely solely on the directions of the Committee prior to a Change in Control, and on the directions of the Administrator upon and after a Change in Control, with respect to the occurrence of the foregoing events and the resulting distributions to be made, and the Trustee shall not be responsible for any failure to act in the absence of such direction.

(f) The Company or the Subsidiary obligated to pay a benefit pursuant to the terms of a Plan, shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of the benefit made to Participants and Beneficiaries and shall pay amounts withheld to the appropriate taxing authorities, or shall designate and appoint another party to perform such responsibilities. The Trustee shall deliver any withholding amount to the Company or Subsidiary as provided in instructions from the Company.

(g) Prior to a Change in Control, payments by the Trustee shall be delivered or mailed to addresses supplied by the Committee and the Trustee's obligation to make such payments shall be satisfied upon such delivery or mailing. Prior to a Change in Control, the Trustee shall have no obligation to determine the identity of persons entitled to benefits or their mailing addresses. After a Change in Control, the Administrator shall have such obligations.

(h) Prior to a Change in Control, the entitlement of a Participant or his or her Beneficiaries to benefits under the Plans shall be determined by the Committee or such party as designated under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

(i) Upon and after the occurrence of a Change in Control, this Trust shall be administered by an independent third party (the "Administrator") selected by the individual who, immediately prior to such event, was the Company's Chief Executive Officer or, if not so identified, the Company's highest ranking officer (the "Ex-CEO"). In the event the Chief Executive Officer or highest ranking officer is not able to perform the duties and responsibilities of the Ex-CEO, the next highest ranking officer of the Company able to perform such duties and responsibilities shall act as the Ex-CEO. Until the date on which the independent third party that is selected by the Ex-CEO accepts the responsibilities of Administrator under this Master Trust Agreement, the Committee as constituted immediately prior to a Change in Control shall be the Administrator and shall have the powers, duties and discretionary authority of the Administrator. The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Trust and the interpretation of the Trust; provided, however, upon and after the occurrence of a Change in Control, the Administrator shall have no power to direct the investment of Plan or Trust assets or select any investment manager or custodial firm for the Plan or

Trust, which powers shall be held and exercised solely by the Trustee. With respect to any power held by the Administrator, the Trustee shall act only in accordance with the Administrator's written directions and shall take no action in the absence of such directions. Upon and after the occurrence of a Change in Control, the Company shall: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney's fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator or all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the date of circumstances of the Retirement, Disability, death or Termination of Employment of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Ex-CEO. Upon and after a Change in Control, the Administrator may not be terminated by the Company.

3.7 TRUSTEE RESPONSIBILITY REGARDING PAYMENTS ON INSOLVENCY.

(a) If the Company, or any Subsidiary is Insolvent (the "Insolvent Entity"), the Trustee shall cease payments of benefits to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan as provided in this Section 3.7. The Company or Subsidiary shall be considered "Insolvent" for purposes of this Master Trust Agreement if:

(i) the entity is unable to pay its debts as they become due, or

(ii) the entity is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1.3 above, the principal and income of the Trust shall be subject to claims of the general creditors of the Company and its Subsidiaries under federal and state law as set forth below:

(i) The Board and the president of the Company shall have the duty to inform the Trustee in writing of the Company's or any Subsidiary's Insolvency. If a person claiming to be a creditor of the Company or any Subsidiary alleges in writing to the Trustee that the Company or any Subsidiary has become Insolvent, the Trustee shall determine whether the Company or any Subsidiary is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Insolvent Entity's Participants

or their Beneficiaries. Prior to a Change in Control, the Trustee may conclusively rely on any determination it receives from the Board or the president of the Company with respect to the Insolvency of the Company or any Subsidiary.

(ii) Unless the Trustee has actual knowledge of the Company's or a Subsidiary's Insolvency, or has received notice from the Company, a Subsidiary, or a person claiming to be a creditor alleging that the Company or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the Company or any Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's or any Subsidiary's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's or any Subsidiary's solvency. In this regard, the Trustee may rely upon a letter from the Company's or a Subsidiary's auditors as to the Company's or any Subsidiary's financial status. In determining whether the Company or any Subsidiary is Insolvent for purposes of this Section 3.7, the Trustee may engage the services of legal, accounting, financial and other advisors which may be advisors to the Company or any Subsidiary, to assist it in the determination. The Company and each Subsidiary agree to cooperate fully with any reasonable inquiry of the Trustee or such advisor in making the determination of whether the Company or any Subsidiary is Insolvent. To the extent that the Trustee engages the services of an advisor to the Company or any Subsidiary, the Trustee may rely, without further inquiry, on the written determination of that advisor as to whether or not the Company or the Subsidiary is Insolvent. All costs which are reasonably incurred by the Trustee in making the determination of whether the Company or any Subsidiary is Insolvent shall be reimbursed to the Trustee by the Company and the Subsidiary, and if not so reimbursed, shall be chargeable against the Trust Fund.

(iii) If at any time the Trustee determines that the Company or any Subsidiary is Insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries otherwise entitled to payment by the Insolvent Entity under the provisions of any Plan, and shall hold the portion of the assets of the Trust allocable to the Insolvent Entity or otherwise held for the benefit of the Insolvent Entity's Participants and Beneficiaries for the benefit of the Insolvent Entity's general creditors. Nothing in this Master Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general creditors of the Insolvent Entity with respect to benefits due under the Plans or otherwise.

(iv) The Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Article 3 of this Master Trust Agreement only after the Trustee has determined that the alleged Insolvent Entity is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3.7(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their Beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their Beneficiaries by the Company or any Subsidiary in lieu of the payments provided for hereunder during any such period of discontinuance. Prior to a Change in Control, the Committee shall instruct the Trustee as to such amounts, and after a Change in Control, the Administrator shall determine such amounts in accordance with the terms and provisions of the Plans.

3.8 COSTS OF ADMINISTRATION. The Trustee is authorized to incur reasonable obligations in connection with the administration of the Trust, including attorneys' fees, Administrator fees, other administrative fees and appraisal fees. Such obligations shall be paid by the Company and the Subsidiaries. The Trustee is authorized to pay such amounts from the Trust Fund if the Company or the Subsidiaries fail to pay them within sixty (60) days of presentation of a statement of the amounts due and is authorized to pay amounts incurred in connection with the administration of the Plans if such amount is approved by the Committee prior to a Change in Control or by the Administrator upon and after a Change in Control.

3.9 TRUSTEE COMPENSATION AND EXPENSES. The Trustee shall be entitled to reasonable compensation for its services as from time to time agreed upon between the Trustee and the Company. Any amount received by the Trustee or any affiliate of the Trustee from any mutual fund or other investment vehicle, or any distributor or sponsor of any mutual fund or other investment vehicle including investment advisory fees, 12b-1 fees, and sub-transfer agent fees shall be applied toward the payment of such reasonable compensation and shall reduce, on a dollar-for-dollar basis, the amount owed for the performance of services under this Master Trust Agreement. If the Trustee and the Company fail to agree upon a compensation, or following a Change in Control, the Trustee shall be entitled to compensation at a rate equal to the rate charged by the Trustee for similar services rendered by it during the current fiscal year for other trusts similar to this Trust. The Trustee shall be entitled to reimbursement for reasonable expenses incurred by it in the performance of its duties as the Trustee, including reasonable fees for legal counsel, accountants and financial advisors. The Trustee's compensation and expenses shall be paid by the Company and the Subsidiaries. The Trustee is authorized to withdraw such amounts from the Trust Fund if the Company or the Subsidiaries fail to pay them within sixty (60) days of presentation of a statement of the amounts due.

3.10     PROFESSIONAL ADVICE. The Company and the Subsidiaries specifically
         acknowledge that the Trustee and/or the Administrator may find it
         desirable or expedient to retain legal counsel (who, prior to a Change
         in Control, but not upon or after a Change in Control, may also be
         legal counsel for the Company or any Subsidiary) or other professional
         advisors to advise it in connection with the exercise of any duty
         under this Master Trust Agreement, including, but not limited to, any
         matter relating to or following a Change in Control or the Insolvency
         of the Company or any Subsidiary. The Trustee and/or Administrator
         shall be fully protected with respect to any action taken or omitted
         by either in good faith pursuant to the professional advice.

3.11     PAYMENT ON COURT ORDER. To the extent permitted by law, the Trustee is
         authorized to make any payments directed by court order in any action
         in which the Trustee in its capacity as trustee of this Trust has been
         named as a party. The Trustee is not obligated to defend actions in
         which the Trustee is so named, but shall notify the Company or
         Committee of any such action and may tender defense of the action to
         the Company, Committee, Participant or Beneficiary whose interest is
         affected. The Trustee may in its discretion defend any action in which
         the Trustee in its capacity as trustee of this Trust is named, and any
         expenses incurred by the Trustee shall be paid by the Company and the
         Subsidiaries. The Trustee is authorized to pay such amounts from the
         Trust Fund if the Company or the Subsidiaries fail to pay them within
         sixty (60) days of presentation of a statement of the amounts due.
         This Section 3.11 shall have no application to any action in which the
         Trustee is named other than in its capacity as trustee of this Trust.

3.12     PROTECTIVE PROVISIONS. Notwithstanding any other provision contained
         in this Master Trust Agreement to the contrary, the Trustee shall have
         no obligation to (i) determine the existence of any conversion,
         redemption, exchange, subscription or other right relating to any
         securities purchased of which notice was given prior to the purchase
         of such securities and shall have no obligation to exercise any such
         right unless the Trustee is advised in writing by the Committee both
         of the existence of the right and the desired exercise thereof within
         a reasonable time prior to the expiration of the right to exercise, or
         (ii) advance any funds to the Trust. Furthermore, the Trustee is not a
         party to the Plans.

3.13     INDEMNIFICATIONS.

         (a)      The Company shall indemnify and hold the Trustee harmless from
                  and against all loss or liability (including expenses and
                  reasonable attorneys' fees) to which it may be subject by
                  reason of its execution of its duties under this Trust, or by
                  reason of any acts taken in good faith in accordance with any
                  directions, or acts omitted in good faith due to absence of
                  directions, from the Company, the Committee, a delegate of the
                  Committee, any person authorized by the Committee to
                  administer the Trust or direct the Trustee or the
                  Administrator unless such loss or liability is due to the
                  Trustee's negligence or willful misconduct. The indemnity
                  described herein shall be provided by the Company. In
                  addition, the Company shall protect, defend, indemnify and
                  hold the Trustee harmless from

any loss, liability or expense including reasonable attorney fees in connection with any allegation, suit, or cause of action claiming that any computer software programs or tutorials used by the Company and the Subsidiaries in connection with this Master Trust Agreement infringe upon any United States patent, copyright, trade secret, or other proprietary right of a third party and the Company further agrees that it will use its best efforts to require the Administrator to provide the same indemnification protection to the Trustee with respect to any such programs or tutorials used by the Administrator.

(b) The Company shall indemnify and hold the Administrator harmless from and against all loss or liability (including expenses and reasonable attorneys' fees) to which it may be subject by reason of its execution of its duties under this Trust, or by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company or the Committee, unless such loss or liability is due to the Administrator's negligence or willful misconduct. The indemnity described herein shall be provided by the Company.

(c) The Trustee shall indemnify and hold harmless the Company and all Subsidiaries from and against any loss, cost, damage, expense or liability (including expenses and reasonable attorneys' fees) which arises from or is based on the negligence or a breach of trust by the Trustee, its affiliates, and their respective subsidiaries, parents, and employees. In addition, the Trustee shall protect, defend, indemnify and hold the Company and all Subsidiaries harmless from any loss, liability or expense including reasonable attorneys' fees in connection with any allegation, suit, or cause of action claiming that any computer software programs or tutorials used by the Trustee to provide any services under this Master Trust Agreement infringe upon any United States patent, copyright, trade secret, or other proprietary right of a third party. Upon request by the Company, the Trustee will correct any error or omission made by the Trustee in connection with services provided under this Master Trust Agreement at no additional charge or fee unless such error or omission is due to the negligence or willful misconduct of the Company and the Subsidiaries in discharging their duties and responsibilities under this Master Trust Agreement.

(d) All releases and indemnities provided in this Master Trust Agreement shall survive the termination of this Master Trust Agreement.

ARTICLE 4
INSURANCE CONTRACTS

4.1 TYPES OF CONTRACTS. To the extent that the Trustee is directed by the Committee, its delegate or any person authorized by the Committee prior to a Change in Control to invest part or all of the Trust Fund in insurance contracts, the type and amount thereof

shall be specified in the direction. The Trustee shall be under no duty to make inquiry as to the propriety of the type or amount so specified.

4.2 OWNERSHIP. Each insurance contract issued shall provide that the Trustee shall be the owner thereof with the power to exercise all rights, privileges, options and elections granted by or permitted under such contract or under the rules of the insurer. The exercise by the Trustee of any incidents of ownership under any contract shall, prior to a Change in Control, be subject to the direction of the Committee or its delegate.

4.3 RESTRICTIONS ON TRUSTEE'S RIGHTS. The Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. Despite the foregoing, the Trustee may (i) loan to the Company or any Subsidiary the proceeds of any borrowing against an insurance policy held in the Trust Fund or
(ii) assign all, or any portion, of a policy to the Company or any Subsidiary if under other provisions of this Master Trust Agreement the Company or any Subsidiary is entitled to receive assets from the Trust.

ARTICLE 5
TRUSTEE'S ACCOUNTS

5.1 RECORDS. The Trustee shall maintain accurate records and detailed accounts of all investments, receipts, disbursements and other transactions hereunder. Such records shall be available at all reasonable times for inspection by the Company, Subsidiaries, and the Administrator or their authorized representative. The Trustee shall maintain a disaster recovery plan and shall maintain copies of all records at an off-site location. The Trustee, at the direction of the Committee, shall submit to the Committee and to any insurer such valuations, reports or other information as the Committee may reasonably require and, in the absence of fraud or bad faith, the valuation of the Trust Fund by the Trustee shall be conclusive. The Trustee shall have no responsibility for maintaining any records relating to the interest of any Participant or Beneficiary in the Trust Fund.

5.2 ANNUAL ACCOUNTING; FINAL ACCOUNTING.

(a) Within 45 days following the end of each Fiscal Year and within 60 days after the removal or resignation of the Trustee or the termination of the Trust, the Trustee shall file with the Committee or Administrator a written account setting forth a description of all properties purchased and sold, all receipts, disbursements and other transactions effected by it during the Fiscal Year or, in the case of removal, resignation or termination, since the close of the previous Fiscal Year, and listing the properties held in the Trust Fund as of the last day of the Fiscal Year or other period and indicating their market values.

(b) The Committee or Administrator may approve such account either by written notice of approval delivered to the Trustee or by its failure to express written objection to such account delivered to the Trustee within one (1) year after the date of which such account was delivered to the Committee.

(c) The approval by the Committee or Administrator of an accounting shall be binding as to all matters embraced in such accounting on all parties to this Master Trust Agreement and on all Participants and Beneficiaries, to the same extent as if such accounting had been settled by a judgment or decree of a court of competent jurisdiction in which the Trustee, the Committee, the Administrator, the Company, the Subsidiaries and all persons having or claiming any interest in any Plan or the Trust Fund were made parties.

(d) Despite the foregoing, nothing contained in this Master Trust Agreement shall deprive the Trustee of the right to have an accounting judicially settled, if the Trustee, in the Trustee's sole discretion, desires such a settlement.

5.3 VALUATION. The assets of the Trust Fund shall be valued at their respective fair market values on the date of valuation, as determined by the Trustee based upon such sources of information as it may deem reliable, including, but not limited to, stock market quotations, statistical valuation services, newspapers of general circulation, financial publications, advice from investment counselors, brokerage firms or insurance companies, or any combination of sources. Prior to a Change in Control, the Committee shall instruct the Trustee as to the value of assets for which market values are not readily obtainable by the Trustee. If the Committee fails to provide such values, the Trustee may take whatever action it deems reasonable, including employment of attorneys, appraisers, life insurance companies or other professionals, the expense of which shall be an expense of administration of the Trust Fund and payable by the Company and the Subsidiaries. The Trustee may rely upon information from the Company and the Subsidiaries, the Committee, appraisers or other reasonable sources and shall be held harmless and shall not incur any liability for an inaccurate valuation based in good faith upon such information.

5.4 DELEGATION OF DUTIES. The Company, a Subsidiary, the Committee, and the Administrator may at any time employ the Trustee as their agent to perform any act, keep any records or accounts and make any computations that are required of the Company, any Subsidiary or the Committee by this Master Trust Agreement or the Plans. The Trustee may be compensated for such employment and such employment shall not be deemed to be contrary to the Trust. Nothing done by the Trustee as such agent shall change or increase its responsibility or liability as Trustee hereunder.

ARTICLE 6
RESIGNATION OR REMOVAL OF TRUSTEE

6.1 RESIGNATION; REMOVAL. The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise. Prior to a Change in Control, the Trustee may be removed by the Company on sixty (60) days notice or upon shorter notice accepted by the Trustee. In the event of gross negligence or willful misconduct by the Trustee, however, the Company, prior to a Change in Control, may remove the Trustee immediately. Upon and after a Change in Control, the Trustee may be removed by a majority vote of the Participants, and if a Participant is dead, his or her Beneficiaries (who collectively shall have one vote among them and shall vote in place of such deceased Participant), on sixty (60) days notice or upon shorter notice accepted by the Trustee.

6.2 SUCCESSOR TRUSTEE. If the Trustee resigns or is removed, a successor shall be appointed by the Company, in accordance with this Section, by the effective date of the resignation or removal under Section 6.1 above. The successor shall be a bank, trust company, or similar independent third party that is granted corporate trustee powers under state or federal law. Upon and after the occurrence of a Change in Control, a successor Trustee may not be appointed without the consent of a majority of the Participants. If no such appointment has been made within six (6) months, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

6.3 SETTLEMENT OF ACCOUNTS. Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within ninety (90) days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit. Upon the transfer of the assets, the successor Trustee shall succeed to all of the powers and duties given to the Trustee in this Master Trust Agreement. The resigning or removed Trustee shall render to the Committee or Administrator an account in the form and manner and at the time prescribed in Section 5.2. The approval of such accounting and discharge of the Trustee shall be as provided in such Section.

ARTICLE 7
CONTROVERSIES, LEGAL ACTIONS AND COUNSEL

7.1 CONTROVERSY. If any controversy arises with respect to the Trust, the Trustee shall take action as directed by the Committee or, in the absence of such direction or upon or after a Change in Control, as it deems advisable, whether by legal proceedings, compromise or otherwise. The Trustee may retain the funds or property involved without liability pending settlement of the controversy. The Trustee shall be under no obligation to take

any legal action of whatever nature unless there shall be sufficient property in the Trust to indemnify the Trustee with respect to any expenses or losses to which it may be subjected.

7.2 JOINDER OF PARTIES. In any action or other judicial proceedings affecting the Trust, it shall be necessary to join as parties the Trustee, the Committee, the Administrator, the Company and the Subsidiaries. No Participant or other person shall be entitled to any notice or service of process. Any judgment entered in such a proceeding or action shall be binding on all persons claiming under the Trust. Nothing in this Master Trust Agreement shall be construed as to deprive a Participant or Beneficiary of his or her right to seek adjudication of his or her rights by administrative process or by a court of competent jurisdiction.

7.3 EMPLOYMENT OF COUNSEL. The Trustee may consult with legal counsel (who, prior to a Change in Control, but not upon or after a Change in Control, may be counsel for the Company or any Subsidiary) and shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of counsel.

ARTICLE 8
INSURERS

8.1 INSURER NOT A PARTY. No insurer shall be deemed to be a party to the Trust and an insurer's obligations shall be measured and determined solely by the terms of contracts and other agreements executed by it.

8.2 AUTHORITY OF TRUSTEE. An insurer shall accept the signature of the Trustee to any documents or papers executed in connection with such contracts. The signature of the Trustee shall be conclusive proof to the insurer that the person on whose life an application is being made is eligible to have a contract issued on his or her life and is eligible for a contract of the type and amount requested.

8.3 CONTRACT OWNERSHIP. An insurer shall deal with the Trustee as the sole and absolute owner of any insurance contracts and shall have no obligation to inquire whether any action or failure to act on the part of the Trustee is in accordance with or authorized by the terms of the Plans or this Master Trust Agreement.

8.4 LIMITATION OF LIABILITY. An insurer shall be fully discharged from any and all liability for any action taken or any amount paid in accordance with the direction of the Trustee and shall have no obligation to see to the proper application of the amounts so paid. An insurer shall have no liability for the operation of the Trust or the Plans, whether or not in accordance with their terms and provisions.

8.5 CHANGE OF TRUSTEE. An insurer shall be fully discharged from any and all liability for dealing with a party or parties indicated on its records to be the Trustee until such time as

it shall receive at its home office written notice of the appointment and qualification of a successor Trustee.

ARTICLE 9
AMENDMENT AND TERMINATION

9.1 AMENDMENT. Subject to the limitations set forth in this Section 9.1, this Master Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Action to amend the Master Trust Agreement shall be taken by the Company either by resolution duly adopted by the Board or by an instrument in writing executed by an officer of the Company to whom authority to adopt or approve amendments to the Master Trust Agreement has been delegated pursuant to a resolution duly adopted by the Board. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable. Any amendment, change or modification shall be subject to the following rules:

(a) GENERAL RULE. Subject to Sections 9.1(b), (c) and (d) below, this Master Trust Agreement may be amended:

(i) By the Company and the Trustee, provided, however, that if an amendment would in any way adversely affect the rights accrued under the Plans in the Trust Fund by any Participant or Beneficiary, each and every Participant and Beneficiary whose rights in the Trust Fund would be adversely affected must consent to the amendment before this Master Trust Agreement may be so amended; and

(ii) By the Company and the Trustee as may be necessary to comply with laws which would otherwise render the Trust void, voidable or invalid in whole or in part.

(b) LIMITATION. Notwithstanding that an amendment may be permissible under Section 9.1(a) above, this Master Trust Agreement shall not be amended by an amendment that would:

(i) Cause any of the assets of the Trust to be used for or diverted to purposes other than for the exclusive benefit of Participants and Beneficiaries as set forth in the Plans, or payment of expenses of the Trust, except as is required to satisfy the claims of the Company's or a Subsidiary's general creditors; or

(ii) Be inconsistent with the terms of any Plan, including the terms of any Plan regarding termination, amendment or modification of the Plan.

(c) WRITING AND CONSENT. Any amendment to this Master Trust Agreement shall be set forth in writing and signed by the Company and the Trustee and, if consent of

any Participant or Beneficiary is required under Section 9.1(a), the Participant or Beneficiary whose consent is required. Any amendment may be current, retroactive or prospective, in each case as provided therein.

(d) THE COMPANY AND TRUSTEE. In connection with the exercise of the rights under this Section 9.1:

(i) prior to a Change in Control, the Trustee shall have no responsibility to determine whether any proposed amendment complies with the terms and conditions set forth in Sections 9.1(a) and (b) above and may conclusively rely on the directions of the Committee with respect thereto, unless the Trustee has knowledge of a proposed transaction or transactions that would result in a Change in Control; and

(ii) upon and after a Change in Control, the power of the Company to amend this Master Trust Agreement shall cease, and the power to amend that was previously held by the Company shall, instead, be exercised by a majority of the Participants and, if a Participant is dead, his or her Beneficiaries (who collectively shall have one vote among them and shall vote in place of such deceased Participant), provided that such amendment otherwise complies with the requirements of Sections 9.1(a), (b) and (c) above. The eligibility to vote of any person claiming to be a Participant or Beneficiary shall be determined by the Administrator.

(e) Taxation. This Master Trust Agreement shall not be amended, altered, changed or modified in a manner that would cause the Participants and/or Beneficiaries under any Plan to be taxed on the benefits under any Plan in a year other than the year of actual receipt of benefits.

9.2 MERGER. The Company or any Subsidiary may merge into this Master Trust another trust of which the Company, a Subsidiary, or the Company and any Subsidiary or Subsidiaries are grantors under the Internal Revenue Code and which provides funds exclusively for the uses and purposes of Participants, Beneficiaries, and general creditors of the Company and Subsidiaries. The terms of this Master Trust Agreement shall be amended to reflect any protected interest of a Participant or Beneficiary of the trust so merged.

9.3 FINAL TERMINATION. The Trust shall not terminate until the date on which Participants and their Beneficiaries are no longer entitled to benefits pursuant to the terms of the Plans and all of the expenses of the Trust have been paid, and on such date the Trust shall terminate. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company and the Subsidiaries that made contributions to the Trust. Such remaining assets shall be paid by the Trustee to the Company and the Subsidiaries in such amounts and in the manner instructed by the Company, whereupon the Trustee shall be released and discharged from all obligations hereunder. From and after the date of

termination and until final distribution of the Trust Fund, the Trustee shall continue to have all of the powers provided herein as are necessary or expedient for the orderly liquidation and distribution of the Trust Fund.

10.1     DIRECTIONS FOLLOWING CHANGE IN CONTROL. Despite any other provision of
         this Master Trust Agreement that may be construed to the contrary,
         following a Change in Control, all powers of the Committee, a delegate
         of the Committee, a Subsidiary, the Company, the Board and any person
         authorized by any of the foregoing to direct the Trustee under this
         Master Trust Agreement shall terminate. The Administrator shall have
         complete authority to administer the Trust and the Trustee shall act
         on its own discretion to invest the assets of the Trust Fund in
         accordance with the Plans and this Master Trust Agreement. The
         Trustee's discretion may be limited, however, in accordance with any
         investment guidelines that the Committee delivers to the Trustee prior
         to a Change in Control and which are approved and accepted by the
         Trustee in writing. The approval and acceptance of the Trustee shall
         not be unreasonably withheld.

10.2     TAXES. The Company and the Subsidiaries shall from time to time pay
         taxes of any and all kinds whatsoever that at any time are lawfully
         levied or assessed upon or become payable in respect of the Trust
         Fund, the income or any property forming a part thereof, or any
         security transaction pertaining thereto. To the extent that any taxes
         lawfully levied or assessed upon the Trust Fund are not paid by the
         Company and the Subsidiaries, the Trustee shall have the power to pay
         such taxes out of the Trust Fund and shall seek reimbursement from the
         Company and the Subsidiaries. Prior to making any payment, the Trustee
         may require such releases or other documents from any lawful taxing
         authority as it shall deem necessary. The Trustee shall contest the
         validity of taxes in any manner deemed appropriate by the Company or
         its counsel, but at the Company's and the Subsidiaries' expense, and
         only if it has received an indemnity bond or other security
         satisfactory to it to pay any such expenses. The Trustee shall not be
         liable for any nonpayment of tax when it distributes an interest
         hereunder on directions from the Committee. The Trustee shall have no
         obligation to prepare or file any tax return on behalf of the Trust
         Fund, any such return being the sole responsibility of the Company or
         its successors and assigns. The Trustee shall cooperate with the
         Company or its successors and assigns in connection with the
         preparation and filing of any such return.

10.3     THIRD PERSONS. All persons dealing with the Trustee are released from
         inquiring into the decisions or authority of the Trustee and from

seeing to the application of any moneys, securities or other property paid or delivered to the Trustee.

10.4     NONASSIGNABILITY; NONALIENATION. Benefits payable to Participants and
         their Beneficiaries under this Master Trust Agreement may not be
         anticipated, assigned (either

         at law or in equity), alienated, pledged, encumbered or subjected to
         attachment, garnishment, levy, execution or other legal or equitable
         process.

10.5     APPLICABLE LAW. Except to the extent, if any, preempted by ERISA, this
         Master Trust Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Ohio. Any provision
         of this Master Trust Agreement prohibited by law shall be ineffective
         to the extent of any such prohibition, without invalidating the
         remaining provisions hereof.

10.6     NOTICES AND DIRECTIONS. Whenever a notice or direction is given by the
         Committee to the Trustee, it shall be in the form required by Section
         2.1. Actions by the Company shall be by the Board or a duly authorized
         officer, with such actions certified to the Trustee by an
         appropriately certified copy of the action taken. The Trustee shall be
         protected in acting upon any such notice, resolution, order,
         certificate or other communication believed by it to be genuine and to
         have been signed by the proper party or parties.

10.7     SUCCESSORS AND ASSIGNS. This Master Trust Agreement shall be binding
         upon and inure to the benefit of the Company, the Subsidiaries and the
         Trustee and their respective successors and assigns.

10.8     GENDER AND NUMBER. Words used in the masculine shall apply to the
         feminine where applicable, and when the context requires, the plural
         shall be read as the singular and the singular as the plural.

10.9     HEADINGS. Headings in this Master Trust Agreement are inserted for
         convenience of reference only and any conflict between such headings
         and the text shall be resolved in favor of the text.

10.10    COUNTERPARTS. This Master Trust Agreement may be executed in an
         original and any number of counterparts, each of which shall be deemed
         to be an original of one and the same instrument.

10.11    BENEFICIAL INTEREST. The Company and the Subsidiaries are the true
         beneficiaries hereunder in that the payment of benefits, directly or
         indirectly to or for a Participant or Beneficiary by the Trustee, is
         in satisfaction of the Company's and the Subsidiaries' liability
         therefore under the Plans. Nothing in this Master Trust Agreement
         shall establish any beneficial interest in any person other than the
         Company and the Subsidiaries.

10.12    THE TRUST AND PLANS. This Trust, the Plans and each Participant's Plan
         Agreement are part of and constitute a single, integrated employee
         benefit plan and trust, shall be construed together as the entire
         agreement between the Company, the Trustee, the Participants and the
         Beneficiaries with regard to the subject matter thereof, and shall
         supersede all previous negotiations, agreements and commitments with
         respect thereto.

10.13 EFFECTIVE DATE. The effective date of this Master Trust Agreement shall be _________, 2002.

IN WITNESS WHEREOF the Company and the Trustee have signed this Master Trust Agreement as of the date first written above.

TRUSTEE:                                 THE COMPANY:
-------                                  -----------

KeyBank National Association             RPM, Inc.,
A National Banking Association,          An Ohio Corporation,

By:                                      By:  /s/ Ronald A. Rice
   ------------------------------           ------------------------------------

Title:                                   Title:  Vice President Administration
      ---------------------------              ---------------------------------

EXHIBIT A
PLANS

1. RPM, Inc. Deferred Compensation Plan
2. RPM, Inc. Non-Employee Deferred Compensation Plan

Exhibit 10.10.1

THIS FIRST AMENDMENT is executed as of the date set forth below by RPM, Inc. (hereinafter referred to as the "Company").

WITNESSETH:

WHEREAS, the Company has adopted and maintains the RPM, Inc. 1997 Restricted Stock Plan (hereinafter referred to as the "Plan") for the benefit of certain of its employees and certain employees of the Company's subsidiaries; and

WHEREAS, the Company reserved the right, pursuant to Section 8 of the Plan, to make certain amendments thereto; and

WHEREAS, it is the desire of the Company to amend the Plan so that the payment of dividends on Shares awarded under the Plan will not be made to the employee under the Plan but will be retained by the Company and the Company will credit a like amount of money to be paid to the employee under the RPM, Inc. Deferred Compensation Plan;

NOW, THEREFORE, pursuant to Section 8 of the Plan, the Company hereby amends the Plan as follows, effective on October 1, 1998, as set forth below:

1. Article 4 of the Plan is hereby amended by the addition of the following Section 4.5:

"4.5 As of the date any dividend is paid on any Shares under this Plan, the eligible employee shall be credited with a dividend equivalent credit under the RPM, Inc. Deferred Compensation Plan equal to either:

(a) the amount of any cash dividend; or

(b) if the dividend is paid in Shares, an amount equal to the number of Shares and fractions thereof multiplied by the Share's closing price on the date that the dividend is paid. The actual dividend paid shall be retained by the Company."

THIS SECOND AMENDMENT is executed as of the date set forth below by RPM, Inc. (hereinafter referred to as the "Company").

WITNESSETH:

WHEREAS, the Company has adopted and maintains the RPM, Inc. 1997 Restricted Stock Plan (hereinafter referred to as the "Plan") for the benefit of certain of its employees and certain employees of the Company's subsidiaries; and

WHEREAS, the Company reserved the right, pursuant to Section 8 of the Plan, to make certain amendments thereto; and

WHEREAS, it is the desire of the Company to amend the Plan so that employees may surrender Shares awarded under the Plan and receive a credit to their account under the RPM, Inc. Deferred Compensation Plan;

NOW, THEREFORE, effective May 31, 2002 and pursuant to Section 8 of the Plan, the Company hereby amends Article 11 of the Plan by the deletion of said Article 11 in its entirety and the substitution in lieu thereof the following:

"11. COORDINATION WITH DEFERRED COMPENSATION PLAN.

11.1. In the event that an employee who becomes an eligible employee under this Plan on or before May 31, 2002 has received an award of Shares subject to the restrictions set forth in Section 5.2 above, has not made an election under Section 83(b) of the Internal Revenue Code, and will be in receipt

of an amount of compensation in excess of the amount that may be deducted under Section 162(m) of the Internal Revenue Code upon lapse of the restrictions, the Committee shall have the right and authority to cancel such number of Shares as is necessary so that the compensation amount attributable to the remaining Shares that will become unrestricted on or before the next immediate May 31 will be deductible by the Company after taking into account Section 162(m) of the Internal Revenue Code, and the employee shall automatically receive as a credit to his Company Contribution Account under the RPM, Inc. Deferred Compensation Plan ("Deferred Compensation Plan") an amount equal to (i) multiplied by (ii) where:

(i) equals the average closing price of one Share for the five (5) trading day period ending on such May 31; and

(ii) equals the number of Shares that the Committee has elected to cancel as set forth above in this Section 11.1.

The Committee may determine to make such a cancellation at any time but not later than ten (10) days prior to the date the restrictions for such Shares lapse pursuant to Section 5.2 above. The Employee shall be notified in writing of any such cancellation and shall be subject to such further requirements as determined by the Committee in its sole discretion.

11.2. In the event that an employee who becomes an eligible employee under this Plan after May 31, 2002 has received an award of Shares subject to the restrictions set forth in Section 5.2 above, has not made an election under Section 83(b) of the Internal Revenue Code, and will be in receipt of an amount of compensation in excess of the amount that may be deducted under

Section 162(m) of the Internal Revenue Code upon lapse of the restrictions, the Committee shall have the right and authority to cancel such number of Shares as is necessary so that the compensation amount attributable to the remaining Shares that will become unrestricted on or before the next immediate May 31 will be deductible by the Company after taking into account Section 162(m) of the Internal Revenue Code, and the employee shall automatically have the same number of Shares credited to his Restricted Stock Account under the Deferred Compensation Plan. The Committee may determine to make such a cancellation at any time but not later than ten (10) days prior to the date the restrictions for such Shares lapse pursuant to Section 5.2 above. The Employee shall be notified in writing of any such cancellation and shall be subject to such further requirements as determined by the Committee in its sole discretion.

11.3. In the event that any employee has received an award of Shares subject to the restrictions set forth in Section 5.2 above, has not made an election under Section 83(b) of the Internal Revenue Code, and will be in receipt of an amount of compensation upon lapse of such restrictions, the employee may elect to surrender, as of a date specified in his election, any of the Shares awarded under this Plan and the employee shall automatically have the same number of Shares credited to his Restricted Stock Account under the Deferred Compensation Plan. For an election to be valid, it must be made in accordance with the terms and conditions imposed by the Committee and the requirements of the Deferred Compensation Plan. An employee may make one (1) irrevocable election during each Plan Year. The first surrender election of an employee must be delivered to

and accepted by the Committee in accordance with the deadlines established by the Committee. For each succeeding Plan Year, the surrender election with respect to the Shares must be delivered to and accepted by the Committee at least six (6) months prior to the date all restrictions with respect to the Shares lapse.

11.4 An employee shall be vested in Shares or amounts credited to his Account Balance under the Deferred Compensation Plan as a result of cancellation or surrender of Shares under this Plan when restrictions on the Shares cancelled or surrendered would have lapsed under this Plan."

IN WITNESS WHEREOF, RPM, Inc., by its officer as duly authorized, has caused this Second Amendment to the Plan to be executed as of this 22nd day of May, 2002.

RPM, Inc.

By:  /s/ Ronald A. Rice

    -----------------------------------

                                                      Year Ended May 31
                                              --------------------------------
                                               2002         2001         2000
                                             --------     --------     --------


Net Income
----------
    Net income applicable to Common Shares
      for basic and diluted earnings
        per share                            $101,554     $ 62,961     $ 40,992
                                             ========     ========     ========


Shares Outstanding
------------------
    Weighted average shares for basic
        earnings per share                    104,418      102,202      107,221

    Net issuable Common Share equivalents         713           10          163
                                             --------     --------     --------

        Total shares for diluted earnings
          per share                           105,131      102,212      107,384
                                             ========     ========     ========

Basic and Diluted Earnings
    Per Common Share                         $    .97     $    .62     $    .38
                                              ========     ========     ========

(In thousands)
Year Ended May 31                                      2002              2001             2000(1)
--------------------------------------------------------------------------------------------------
Net sales
        Industrial                              $ 1,053,632       $ 1,100,682       $ 1,092,976
        Consumer                                    932,494           907,080           869,434
        Corporate/Other
--------------------------------------------------------------------------------------------------
                TOTAL                           $ 1,986,126       $ 2,007,762       $ 1,962,410
==================================================================================================
Earnings before interest and taxes (EBIT)(2)
        Industrial                              $   107,033       $   122,034       $    98,980
        Consumer                                    118,230            62,662            47,907
        Corporate/Other                             (30,675)          (18,006)          (23,333)
--------------------------------------------------------------------------------------------------
                TOTAL                           $   194,588       $   166,690       $   123,554
==================================================================================================
Identifiable assets
        Industrial                              $   962,742       $ 1,002,209       $   993,239
        Consumer                                  1,000,928         1,016,067         1,041,896
        Corporate/Other                              72,733            60,214            64,068
--------------------------------------------------------------------------------------------------
                TOTAL                           $ 2,036,403       $ 2,078,490       $ 2,099,203
==================================================================================================
Capital expenditures
        Industrial                              $    17,743       $    30,123       $    34,331
        Consumer                                     20,559            23,629            27,929
        Corporate/Other                               1,629               366               925
--------------------------------------------------------------------------------------------------
                TOTAL                           $    39,931       $    54,118       $    63,185
==================================================================================================
Depreciation and amortization
        Industrial                              $    26,883       $    38,579       $    38,519
        Consumer                                     28,605            41,627            39,862
        Corporate/Other                               1,371             1,288               769
--------------------------------------------------------------------------------------------------
                TOTAL                           $    56,859       $    81,494       $    79,150
==================================================================================================

GEOGRAPHIC INFORMATION
(In thousands)

Year Ended May 31                                      2002              2001              2000
--------------------------------------------------------------------------------------------------
Net sales (based on shipping locations)
        United States                           $ 1,615,047       $ 1,614,112       $ 1,572,919
--------------------------------------------------------------------------------------------------
        Foreign
                Canada                              135,694           140,009           135,641
                Europe                              158,440           164,517           172,662
                Other Foreign                        76,945            89,124            81,188
--------------------------------------------------------------------------------------------------
        Total Foreign                               371,079           393,650           389,491
--------------------------------------------------------------------------------------------------
                TOTAL                           $ 1,986,126       $ 2,007,762       $ 1,962,410
==================================================================================================
Assets employed
        United States                           $ 1,664,402       $ 1,732,238       $ 1,740,882
--------------------------------------------------------------------------------------------------
        Foreign
                Canada                              147,568           128,159           130,064
                Europe                              160,641           144,619           155,330
                Other Foreign                        63,792            73,474            72,927
--------------------------------------------------------------------------------------------------
        Total Foreign                               372,001           346,252           358,321
--------------------------------------------------------------------------------------------------
                TOTAL                           $ 2,036,403       $ 2,078,490       $ 2,099,203
==================================================================================================

                                      Less than        1-3         After 3
May 31, 2002              Total         1 Year        Years          Years
-------------------------------------------------------------------------------
(In thousands)
Current portion
of long-term debt       $   5.9        $   5.9      $    --       $     --
Long-term debt            707.9            0.0         22.7          685.2
Non-cancelable
operating lease
obligations                62.2           16.4         19.3           26.5
-------------------------------------------------------------------------------
                         $776.0          $22.3      $  42.0         $711.7
===============================================================================

May 31                                                                                2002             2001
-----------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
  Cash and short-term investments (Note A)                                      $   42,172       $   23,926
  Trade accounts receivable (less allowances
    of $15,884 in 2002 and $17,705 in 2001)                                        397,659          411,718
  Inventories (Note A)                                                             251,446          277,494
  Prepaid expenses and other current assets                                        110,037          106,282
-----------------------------------------------------------------------------------------------------------
    TOTAL CURRENT ASSETS                                                           801,314          819,420
-----------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT, AT COST (NOTE A)
  Land                                                                              21,655           21,713
  Buildings and leasehold improvements                                             203,428          188,590
  Machinery and equipment                                                          430,758          412,751
-----------------------------------------------------------------------------------------------------------
                                                                                   655,841          623,054
  Less allowance for depreciation and amortization                                 300,044          261,018
-----------------------------------------------------------------------------------------------------------
    PROPERTY, PLANT AND EQUIPMENT, NET                                             355,797          362,036
-----------------------------------------------------------------------------------------------------------
OTHER ASSETS
  Goodwill (Note A)                                                                592,329          571,276
  Other intangible assets, net of amortization (Note A)                            264,530          300,372
  Other                                                                             22,433           25,386
-----------------------------------------------------------------------------------------------------------
     TOTAL OTHER ASSETS                                                            879,292          897,034
-----------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                    $2,036,403       $2,078,490
===========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                              $  160,767       $  152,307
  Current portion of long-term debt (Note B)                                         5,876            7,379
  Accrued compensation and benefits                                                 80,530           74,888
  Accrued loss reserves (Note H)                                                    51,914           55,416
  Other accrued liabilities                                                         58,144           75,022
  Income taxes payable (Notes A and C)                                               7,483           10,756
-----------------------------------------------------------------------------------------------------------
     TOTAL CURRENT LIABILITIES                                                     364,714          375,768
-----------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES
  Long-term debt, less current maturities (Note B)                                 707,921          955,399
  Other long-term liabilities                                                       55,458           53,479
  Deferred income taxes (Notes A and C)                                             50,204           54,134
-----------------------------------------------------------------------------------------------------------
     TOTAL LONG-TERM LIABILITIES                                                   813,583        1,063,012
-----------------------------------------------------------------------------------------------------------
     TOTAL LIABILITIES                                                           1,178,297        1,438,780
-----------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
  Common shares, stated value $.015 per share; authorized 200,000 shares;
    issued 122,653 and outstanding 114,696 in 2002; issued 111,153 and
    outstanding 102,211 in 2001 (Note D)                                             1,786            1,619
  Paid-in capital                                                                  585,566          430,015
  Treasury shares, at cost (Note D)                                                (88,364)         (99,308)
  Accumulated other comprehensive loss (Note A)                                    (50,485)         (53,074)
  Retained earnings                                                                409,603          360,458
-----------------------------------------------------------------------------------------------------------
     TOTAL SHAREHOLDERS' EQUITY                                                    858,106          639,710
-----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $2,036,403       $2,078,490
===========================================================================================================

Year Ended May 31                                                     2002                   2001             2000
------------------------------------------------------------------------------------------------------------------
NET SALES                                                        $  1,986,126          $2,007,762       $1,962,410
Cost of sales                                                       1,073,910           1,101,417        1,074,011
------------------------------------------------------------------------------------------------------------------
Gross profit                                                          912,216             906,345          888,399
Selling, general and administrative expenses                          717,628             739,655          712,875
Restructuring and asset impairment charge (Note I)                                                          51,970
Interest expense, net (Note A)                                         40,464              65,203           51,793
------------------------------------------------------------------------------------------------------------------
Income before income taxes                                            154,124             101,487           71,761
Provision for income taxes (Note C)                                    52,570              38,526           30,769
------------------------------------------------------------------------------------------------------------------
NET INCOME                                                       $    101,554          $   62,961       $   40,992
==================================================================================================================
Average shares outstanding (Note D)                                   104,418             102,202          107,221
------------------------------------------------------------------------------------------------------------------
Basic and diluted earnings per common share (Note D)                     $.97                $.62             $.38
==================================================================================================================
Cash dividends per common share                                        $.5000              $.4975           $.4850
==================================================================================================================

                                            Common Shares
                                            -------------                              Accumulated
                                        Number                                            Other
                                       Of Shares      Stated   Paid-In    Treasury     Comprehensive    Retained
                                       (Note D)        Value   Capital     Shares      Loss (Note A)    Earnings     Total
-----------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 31, 1999                109,443      $  1,613   $423,204   $ (17,044)  $    (23,908)     $359,011   $742,876
                                                                                                                   ----------
  Comprehensive income
    Net income                                                                                            40,992     40,992
    Reclassification adjustments                                                               738                      738
    Translation loss and other                                                             (16,385)                 (16,385)
                                                                                                                   ----------
      Comprehensive income                                                                                           25,345
Dividends paid                                                                                           (51,901)   (51,901)
Repurchase of shares                    (6,517)                             (71,472)                                (71,472)
Stock option exercises                     100             1        875                                                 876
Restricted share awards                    108             2         (2)

BALANCE AT MAY 31, 2000                103,134         1,616    424,077     (88,516)       (39,555)      348,102    645,724
                                                                                                                   ----------
  Comprehensive income
    Net income                                                                                            62,961     62,961
    Reclassification adjustments                                                             1,015                    1,015
    Translation loss and other                                                             (14,534)                 (14,534)
                                                                                                                   ----------
      Comprehensive income                                                                                           49,442
Dividends paid                                                                                           (50,605)   (50,605)
Repurchase of shares                    (1,157)                             (11,101)                                (11,101)
Stock option exercises                      59             1        101         309                                     411
Restricted share awards                    175             2      5,837                                               5,839

BALANCE AT MAY 31, 2001                102,211         1,619    430,015     (99,308)       (53,074)      360,458    639,710
                                                                                                                   ----------
  Comprehensive income
    Net income                                                                                           101,554    101,554
    Reclassification adjustments                                                              (120)                    (120)
    Translation gain and other                                                               2,709                    2,709
                                                                                                                   ----------
      Comprehensive income                                                                                          104,143
Dividends paid                                                                                           (52,409)   (52,409)
Sale of shares                          11,500           167    155,767                                             155,934
Stock option exercises, net                847                       92       9,412                                   9,504
Restricted share awards                    138                     (308)      1,532                                   1,224
-----------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 31, 2002                114,696      $  1,786   $585,566   $ (88,364)  $    (50,485)     $409,603   $858,106
=============================================================================================================================

Year Ended May 31                                                 2002         2001         2000
---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                 $ 101,554    $  62,961    $  40,992
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                              43,541       43,035       42,290
      Amortization of goodwill                                               19,694       18,352
      Other amortization                                        13,318       18,765       18,508
      Asset impairment charge, net of gains                                   3,354        6,940
      (Decrease) in deferred income taxes                       (3,930)      (6,432)     (31,081)
      (Earnings) of unconsolidated affiliates                     (391)        (275)        (435)
  Changes in assets and liabilities, net of effect
    from purchases and sales of businesses:
      (Increase) decrease in accounts receivable                15,031      (11,095)       6,251
      (Increase) decrease in inventory                          25,929      (37,578)       4,716
      (Increase) in prepaid and other assets                    (8,447)      (9,735)     (13,484)
      Increase (decrease) in accounts payable                    8,489       (2,812)       1,615
      Increase (decrease) in accrued restructuring                          (13,540)      13,540
      Increase (decrease) in accrued liabilities                (5,810)      12,373      (11,285)
      Other                                                      2,086       (4,220)       5,659
---------------------------------------------------------------------------------------------------------
       Cash From Operating Activities                          191,370       74,495      102,578
---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                         (39,931)     (54,118)     (63,185)
  Acquisition of businesses, net of cash acquired               (3,138)      (2,645)    (323,033)
  Purchase of marketable securities                            (15,693)     (21,906)     (19,816)
  Proceeds from marketable securities                           19,495       28,283       13,142
  Joint ventures (investments) and distributions                    16          647         (500)
  Proceeds from sale of assets and businesses                    1,553       31,694       55,290
---------------------------------------------------------------------------------------------------------
       Cash (Used For) Investing Activities                    (37,698)     (18,045)    (338,102)
---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Additions to long-term and short-term debt                   236,681      708,850      937,077
  Reductions of long-term and short-term debt                 (485,662)    (710,389)    (566,610)
  Cash dividends                                               (52,409)     (50,605)     (51,901)
  Sale of shares                                               155,934
  Exercise of stock options                                      9,504          411          876
  Repurchase of shares                                                      (11,101)     (71,472)
---------------------------------------------------------------------------------------------------------
       Cash From (Used For) Financing Activities              (135,952)     (62,834)     247,970
---------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND SHORT-TERM INVESTMENTS                                       526       (1,030)        (835)
---------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS      18,246       (7,414)      11,611
---------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF YEAR            23,926       31,340       19,729
---------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS AT END OF YEAR               $  42,172    $  23,926    $  31,340
---------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
  Cash paid during the year for:
    Interest                                                 $  50,353    $  60,027    $  55,253
    Income taxes                                             $  59,774    $  35,216    $  70,086
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
    Shares issued for restricted stock plan                  $   1,224    $   1,459    $   1,202
    (Debt) from business combinations                                                  $  (6,724)

                                                       Foreign                  Minimum           Unrealized
                                                       Currency                 Pension           Gain (Loss)
                                                       Translation              Liability             On
(In thousands)                                         Adjustments              Adjustments       Securities       Total
-----------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1999                                $(22,317)                $     (853)       $    (738)       $(23,908)
Reclassification adjustments for
(gains) losses included in net income                                                                   738             738
Other Comprehensive Gain (Loss)                         (16,223)                       853           (1,015)        (16,385)
-----------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2000                                 (38,540)                                     (1,015)        (39,555)
Reclassification adjustments for
(gains) losses included in net income                                                                 1,015           1,015
Other Comprehensive Gain (Loss)                         (14,552)                      (102)             120         (14,534)
-----------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2001                                 (53,092)                      (102)             120         (53,074)
Reclassification adjustments for
(gains) losses included in net income                                                                  (120)           (120)
Other Comprehensive Gain (Loss)                           3,411                       (151)            (551)          2,709
-----------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 31, 2002                                $(49,681)                $     (253)       $    (551)       $(50,485)
=============================================================================================================================

May 31                              2002            2001
---------------------------------------------------------
(In thousands)
Raw material and supplies       $ 75,080        $ 89,071
Finished goods                   176,366         188,423
---------------------------------------------------------
TOTAL INVENTORY                 $251,446        $277,494
=========================================================

                                                                         Industrial             Consumer
(In thousands)                                                           Segment                Segment           Total
--------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2001                                                  $244,707               $326,569          $571,276
Goodwill related to acquisitions                                            1,253                                    1,253
FAS No. 142 workforce reclassification, net of deferred tax                10,377                  8,490            18,867
Translation adjustments                                                      (371)                 1,304               933
--------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 31, 2002                                                  $255,966               $336,363          $592,329
==========================================================================================================================

                                          Amortization         Gross                             Net Other
                                            Period           Carrying       Accumulated          Intangible
(In thousands)                            (In Years)          Amount       Amortization           Assets
------------------------------------------------------------------------------------------------------------
As of May 31, 2002
Amortized intangible assets
  Formulae                                    10 to 33         $167,721        $ 42,067            $125,654
  Customer related intangibles                10 to 33           48,094          10,960              37,134
  Trademarks/names                             5 to 40            4,336           1,146               3,190
  Other                                        3 to 20           23,088           8,903              14,185
------------------------------------------------------------------------------------------------------------
    Total Amortized Intangibles                                 243,239          63,076             180,163
Unamortized intangible assets
  Trade names                                                    84,367                              84,367
------------------------------------------------------------------------------------------------------------
    TOTAL OTHER INTANGIBLE ASSETS                              $327,606        $ 63,076            $264,530
============================================================================================================

As of May 31, 2001
Amortized intangible assets
  Formulae                                    10 to 25         $167,845        $ 34,643            $133,202
  Customer related intangibles                10 to 33           48,084           9,028              39,056
  Trademarks/names                            10 to 40          105,466          17,918              87,548
  Workforce                                   15 to 20           38,107          12,729              25,378
  Other                                        5 to 20           21,577           6,389              15,188
------------------------------------------------------------------------------------------------------------
    TOTAL OTHER INTANGIBLE ASSETS                              $381,079        $ 80,707            $300,372
============================================================================================================

Year Ended May 31                                      2002              2001              2000
-------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Net income
  Reported net income                                $101,554          $ 62,961          $ 40,992
  Add back goodwill amortization, net of tax                             18,468            17,233
  Add back workforce amortization, net of tax                             1,406             1,413
  Add back trade name amortization, net of tax                            1,930             1,844
-------------------------------------------------------------------------------------------------
    ADJUSTED NET INCOME                              $101,554          $ 84,765          $ 61,482
=================================================================================================
Basic and diluted earnings per share
  Reported net income                                    $.97              $.62              $.38
  Goodwill amortization, net of tax                                         .18               .16
  Workforce amortization, net of tax                                        .01               .01
  Trade name amortization, net of tax                                       .02               .02
-------------------------------------------------------------------------------------------------
    ADJUSTED BASIC AND DILUTED EARNINGS PER SHARE        $.97              $.83              $.57
=================================================================================================

Land improvements                            5 to 42 years
Buildings and improvements                   5 to 50 years
Machinery and equipment                      3 to 20 years

May 31                                                                                           2002             2001
----------------------------------------------------------------------------------------------------------------------------
(In thousands)
Revolving credit agreement for $500,000,000 with a syndicate of banks through
July 14, 2005. Interest, which is tied to LIBOR, averaged 3.17% at May 31, 2002.
The chairman of the board and chief executive officer of the company is a director
of one of the banks providing this facility.                                                   $395,000         $500,000

Short-term borrowings with a bank paid off with proceeds from the credit agreement
described above.                                                                                                  33,000

Revolving 364-day credit agreement for $200,000,000 with a syndicate of banks,
refinanced and subsequently paid off and retired with proceeds from the March 2002
sale of common shares.                                                                                           155,700

Unsecured 7.00% senior notes due June 15, 2005.                                                 150,000          150,000

Unsecured notes due March 1, 2008, interest, which is tied to LIBOR, averaged
2.08% at May 31, 2002.                                                                          100,000          100,000

Unsecured senior notes due insurance companies: 6.75% due August 2, 2002 and
2003 in the amount of $3,429,000 ($5,143,000 at May 31, 2001); 6.12% due
November 15, 2004 in the amount of $15,000,000; 6.61% due November 15, 2006
in the amount of $10,000,000 and 7.30% due November 15, 2008 in the amount
of $30,000,000.                                                                                  58,429            5,143

Revolving multi-currency credit agreement for $15,000,000 with a bank through
December 31, 2002. Interest, which is tied to one of various rates, averaged
4.73% at May 31, 2002. This obligation has been reclassified as long-term,
reflecting the Company's intent and ability to refinance this obligation through
unused credit facilities.                                                                         3,835            9,827

Other notes and mortgages payable at various rates of interest due in installments
through 2011, substantially secured by property.                                                  6,533            9,108
----------------------------------------------------------------------------------------------------------------------------
                                                                                                713,797          962,778
Less current portion                                                                              5,876            7,379
----------------------------------------------------------------------------------------------------------------------------
TOTAL LONG-TERM DEBT, LESS CURRENT MATURITIES                                                  $707,921         $955,399
============================================================================================================================

Year Ended May 31                                                                       2002          2001          2000
-------------------------------------------------------------------------------------------------------------------------
(In thousands)
  United States                                                                    $ 128,883     $  81,853     $  41,424
  Foreign                                                                             25,241        19,634        30,337
-------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED INCOME BEFORE TAXES                                                   $ 154,124     $ 101,487     $  71,761
=========================================================================================================================

Provision for income taxes consists of the following:

Current
  U.S. federal                                                                     $  42,901     $  31,821     $  43,174
  State and local                                                                      4,770         3,829         3,547
  Foreign                                                                              8,829         9,308        15,129
-------------------------------------------------------------------------------------------------------------------------
                                                                                      56,500        44,958        61,850
-------------------------------------------------------------------------------------------------------------------------
Deferred
  U.S. federal                                                                        (5,370)       (9,603)      (29,028)
  Foreign                                                                              1,440         3,171        (2,053)
-------------------------------------------------------------------------------------------------------------------------
                                                                                      (3,930)       (6,432)      (31,081)
-------------------------------------------------------------------------------------------------------------------------
PROVISION FOR INCOME TAXES                                                         $  52,570     $  38,526     $  30,769
=========================================================================================================================

A reconciliation between the actual income tax expense provided and the income
tax expense computed by applying the statutory federal income tax rate of 35% to
income before tax is as follows:

Income taxes at U.S. statutory rate                                                $  53,943     $  35,520     $  25,116
Difference in foreign taxes versus the U.S. statutory rate                            (3,155)       (1,563)        2,458
State and local income taxes net of federal income tax benefit                         3,101         2,489         2,306
Amortization of goodwill                                                                             4,530         4,285
Tax benefits from foreign sales corporation                                           (1,362)       (1,675)       (1,725)
Other                                                                                     43          (775)       (1,671)
-------------------------------------------------------------------------------------------------------------------------
ACTUAL TAX EXPENSE                                                                 $  52,570     $  38,526     $  30,769
=========================================================================================================================
ACTUAL TAX RATE                                                                        34.11%        37.96%        42.88%
=========================================================================================================================

                                                                                                       Year Ended May 31,
                                                                                                       ------------------
Shares Under Option                                                                                    2002           2001
---------------------------------------------------------------------------------------------------------------------------
(In thousands)
Outstanding, beginning of year (weighted average price of $12.39 ranging from
$8.42 to $16.35 per share)                                                                             7,017          6,243
Granted (weighted average price of $11.83 ranging from $10.26 to $16.70 per share)                       496          1,202
Cancelled/expired (weighted average price of $11.17 ranging from $8.42 to $16.35 per share)             (390)          (369)
Exercised (weighted average price of $11.54 ranging from $8.42 to $16.35 per share)                     (900)           (59)
---------------------------------------------------------------------------------------------------------------------------
OUTSTANDING, END OF YEAR (WEIGHTED AVERAGE PRICE OF $12.58 RANGING FROM
$8.69 TO $16.70 PER SHARE)                                                                             6,223          7,017
===========================================================================================================================
EXERCISABLE, END OF YEAR (WEIGHTED AVERAGE PRICE OF $13.50 RANGING FROM
$8.69 TO $16.35 PER SHARE)                                                                             3,987          3,947
---------------------------------------------------------------------------------------------------------------------------

                                          Options Outstanding                               Options Exercisable
                                            at May 31, 2002                                 at May 31, 2002
                                ------------------------------------------           -------------------------------
                                               Weighted
                                                Average           Weighted                              Weighted
          Range of                  Shares     Remaining           Average              Shares           Average
       Exercise Prices              (000's)       Life              Price              (000's)           Price
--------------------------------------------------------------------------------------------------------------------
     $     8.00 - $ 9.99            1,870         8.2              $ 9.36                 587            $ 9.43
     $    10.00 - $ 14.99           2,310         5.3              $12.61               1,592            $12.73
     $    15.00 - $ 16.75           2,043         5.5              $15.48               1,808            $15.50
                                    -----                                               -----
                                    6,223         6.2              $12.58               3,987            $13.50
                                    =====                                               =====

(In thousands, except per share amounts)     2002       2001
---------------------------------------------------------------
Pro Forma Net Income                     $ 99,411   $ 59,956
===============================================================
Pro Forma Earnings Per Share:
  BASIC AND DILUTED                          $.95       $.59
===============================================================
As Reported Earnings Per Share:
  BASIC AND DILUTED                          $.97       $.62
===============================================================

 May 31                    (In thousands)
-----------------------------------------
 2003                           $16,374
 2004                            11,304
 2005                             8,059
 2006                             5,722
 2007                             4,363
Thereafter                       16,402
-----------------------------------------

                                                                U.S. Plans                             Non-U.S. Plans
                                                ----------------------------------------  ---------------------------------------
                                                    2002          2001           2000        2002        2001          2000
---------------------------------------------------------------------------------------------------------------------------------
(In thousands)
Service cost                                      $8,310        $7,742         $6,650      $1,073      $1,112        $1,122
Interest cost                                      6,706         6,470          5,678       2,305       2,314         2,176
Expected return on plan assets                    (8,589)       (9,157)        (6,123)     (3,118)     (3,396)       (3,026)
Amortization of:
Prior service cost                                   188           164            132
Net gain on adoption of FAS No. 87                   (85)          (87)           (96)
Net actuarial (gains) losses recognized              (11)          (62)           439          87         (85)           91
Curtailment/settlement (gains) losses                             (722)           103                                   (24)
---------------------------------------------------------------------------------------------------------------------------------
NET PENSION COST                                  $6,519        $4,348         $6,783      $  347      $  (55)      $   339
=================================================================================================================================

                                                                           U.S. Plans            Non-U.S. Plans
                                                                  ------------------------   -----------------------
                                                                     2002          2001         2002         2001
--------------------------------------------------------------------------------------------------------------------
(In thousands)
Benefit obligation at beginning of year                           $  87,199    $  81,892    $  34,175    $  32,343
Service cost                                                          8,310        7,742        1,073        1,112
Interest cost                                                         6,706        6,470        2,305        2,314
Benefits paid                                                       (14,022)     (12,785)      (1,465)      (1,452)
Participant contributions                                                                         385          428
Actuarial (gains) losses                                              7,508        4,156           47        2,030
Currency exchange rate changes                                                                 (1,276)      (2,600)
Curtailment/settlement (gains) losses                                               (721)
Plan amendments                                                         516
Acquisitions                                                                         445
--------------------------------------------------------------------------------------------------------------------
BENEFIT OBLIGATION AT END OF YEAR                                 $  96,217    $  87,199    $  35,244    $  34,175
====================================================================================================================

Fair value of plan assets at beginning of year                    $  93,899    $ 101,502    $  37,557    $  40,921
Actual return on plan assets                                         (4,748)      (2,543)      (2,101)         186
Employer contributions                                               10,216        7,202          360          500
Participant contributions                                                                         385          428
Benefits paid                                                       (14,022)     (12,785)      (1,476)      (1,641)
Currency exchange rate changes                                                                 (1,248)      (2,837)
Acquisitions                                                                         523
--------------------------------------------------------------------------------------------------------------------
FAIR VALUE OF PLAN ASSETS AT END OF YEAR                          $  85,345    $  93,899    $  33,477    $  37,557
====================================================================================================================

Excess (deficit) of plan assets versus
  benefit obligations at end of year                              $ (10,872)   $   6,700    $  (1,767)   $   3,382
Contributions after measurement date                                  2,661        2,537          104           93
Unrecognized actuarial (gains) losses                                23,571        2,715        8,439        3,514
Unrecognized prior service cost                                       1,896        1,568
Unrecognized net transitional asset                                    (113)        (198)
--------------------------------------------------------------------------------------------------------------------
NET AMOUNT RECOGNIZED                                             $  17,143    $  13,322    $   6,776    $   6,989
====================================================================================================================

                                                       U.S. Plans                      Non-U.S. Plans
                                                -------------------------       ------------------------
                                                    2002            2001            2002            2001
--------------------------------------------------------------------------------------------------------
(In thousands)
Amounts recognized in the consolidated
  balance sheets consist of:
Prepaid benefit cost                            $ 17,688        $ 14,057        $  7,739        $  7,974
Accrued benefit liability                           (792)           (781)         (1,106)         (1,041)
Accumulated other comprehensive loss                 247              46             143              56
--------------------------------------------------------------------------------------------------------
NET AMOUNT RECOGNIZED                           $ 17,143        $ 13,322        $  6,776        $  6,989
========================================================================================================

                                                U.S. Plans                    Non-U.S. Plans
                                          ----------------------          ---------------------
                                           2002            2001            2002          2001
Discount rate                              7.25%           7.50%           6.63%         6.63%
Expected return on plan assets             9.00%           9.00%           8.13%         8.25%
Rate of compensation increase              4.00%           4.00%           4.00%         4.00%

                                                                                      2002         2001             2000
--------------------------------------------------------------------------------------------------------------------------
(In thousands)
Service cost - Benefits earned during this period                                  $  131          $ 81             $110
Interest cost on the accumulated obligation                                           945           918              890
Amortization of unrecognized (gains)                                                  (51)         (124)            (55)
--------------------------------------------------------------------------------------------------------------------------
NET PERIODIC POST-RETIREMENT EXPENSE                                               $1,025          $875             $945
==========================================================================================================================

The changes in the benefit obligations of the plans at May 31, 2002 and 2001,
were as follows:

                                                                                           2002                     2001
--------------------------------------------------------------------------------------------------------------------------
(In thousands)
Accumulated post-retirement benefit obligation at beginning of year                     $12,615                  $11,928
Service cost                                                                                131                       81
Interest cost                                                                               945                      918
Benefit payments                                                                           (904)                    (972)
Actuarial (gains) losses                                                                    804                      791
Currency exchange rate changes                                                             (109)                    (131)
--------------------------------------------------------------------------------------------------------------------------
Accumulated post-retirement benefit obligation at end of year                            13,482                   12,615
Unrecognized actuarial gains (losses)                                                       973                    1,874
--------------------------------------------------------------------------------------------------------------------------
ACCRUED POST-RETIREMENT HEALTH CARE BENEFITS                                            $14,455                  $14,489
==========================================================================================================================

May 31                                                                                         2002               2001
-------------------------------------------------------------------------------------------------------------------------
(In thousands)
Accrued product liability reserves                                                            $39,337            $39,054
Accrued warranty reserves - Current                                                             5,412              5,170
Accrued environmental reserves                                                                  6,455              9,557
Accrued other                                                                                     710              1,635
-------------------------------------------------------------------------------------------------------------------------
Accrued loss reserves - Current                                                                51,914             55,416
Accrued warranty reserves - Long-term                                                           9,655             11,959
-------------------------------------------------------------------------------------------------------------------------
TOTAL ACCRUED LOSS RESERVES                                                                    $61,569           $67,375
==========================================================================================================================

                                                           Three Months Ended
                                           -------------------------------------------------
                                           August 31   November 30   February 28     May 31
--------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
2002
--------------------------------------------------------------------------------------------
Net sales                                  $533,275      $487,880     $407,538      $557,433
--------------------------------------------------------------------------------------------
Gross profit                               $250,674      $221,968     $178,636      $260,938
--------------------------------------------------------------------------------------------
Net income                                 $ 36,569      $ 24,490       $3,274      $ 37,221
--------------------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE                       $.36          $.24         $.03          $.34
============================================================================================
DILUTED EARNINGS PER SHARE                     $.36          $.24         $.03          $.33
============================================================================================
DIVIDENDS PER SHARE                          $.1250        $.1250       $.1250        $.1250
============================================================================================

                                                           Three Months Ended
                                           -------------------------------------------------
                                           August 31   November 30   February 28     May 31
--------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
2001
--------------------------------------------------------------------------------------------
Net sales                                  $554,923      $499,904     $405,400      $547,535
--------------------------------------------------------------------------------------------
Gross profit                               $256,316      $228,160     $171,238      $250,631
--------------------------------------------------------------------------------------------
Net income (loss)                          $ 28,850       $16,868      $(7,018)     $ 24,261
--------------------------------------------------------------------------------------------
BASIC EARNINGS (LOSS) PER SHARE                $.28          $.17        $(.07)         $.24
============================================================================================
DILUTED EARNINGS (LOSS) PER SHARE              $.28          $.17        $(.07)         $.24
============================================================================================
DIVIDENDS PER SHARE                          $.1225        $.1250       $.1250        $.1250
============================================================================================

/s/Ciulla, Smith & Dale, LLP

Cleveland, Ohio
July 3, 2002

Fiscal 2002                     High           Low      Dividends paid per share
--------------------------------------------------------------------------------
1st Quarter                   $11.15        $ 8.02                      $ 0.1250
2nd Quarter                    15.05          7.91                        0.1250
3rd Quarter                    17.08         12.90                        0.1250
4th Quarter                    17.87         14.15                        0.1250

Fiscal 2001                     High           Low      Dividends paid per share
--------------------------------------------------------------------------------
1st Quarter                   $10.75        $ 8.63                      $ 0.1225
2nd Quarter                    10.25          7.75                        0.1250
3rd Quarter                     9.94          8.25                        0.1250
4th Quarter                    10.50          8.25                        0.1250

                                                                        Jurisdiction of
Name                                                                    Incorporation
----                                                                    -------------

American Emulsions Co., Inc.                                            Georgia
         Select Dye & Chemical, Inc.                                    Georgia
Bondex International, Inc.                                              Ohio
Bondo Corporation                                                       Ohio
Carboline Company                                                       Delaware
         Carboline International Corporation(2)                         Delaware
                  Carboline Dubai Corporation                           Missouri
                  StonCor Africa (Pty.) Ltd.                            South Africa
                           Chemrite Equipment Systems
                           (Pty.) Ltd.                                  South Africa
                           StonCor Namibia (Pty.) Ltd.                  South Africa
Chemical Coatings, Inc.                                                 North Carolina
Chemical Specialties Manufacturing Corporation                          Maryland
Consolidated Coatings Corporation.(3)                                   Ohio
DAP Products Inc.(4)                                                    Delaware
Day-Glo Color Corp.                                                     Ohio
Dryvit Holdings, Inc.                                                   Delaware
         Dryvit Systems, Inc.(5)                                        Rhode Island
                  Dryvit Systems New Zealand Limited                    New Zealand
                  Dryvit Systems USA (Europe) sp z.oo.                  Poland
                  Dryvit Wall Systems (Suzhou) Co. Ltd.                 China
                  Ultra-Tex Surfaces, Inc.                              California
Fibergrate Composite Structures Incorporated                            Delaware
         Fibergrate B.V.                                                Netherlands
First Colonial Insurance Company, Inc.                                  Vermont
Guardian Products, Inc.                                                 Delaware
Kop-Coat, Inc.                                                          Ohio
         K-C Divestiture Corp.                                          New York
         Kop-Coat New Zealand Limited                                   New Zealand
                  Agpro (N.Z.) Limited                                  New Zealand
Mohawk Finishing Products, Inc.                                         New York
Republic Powdered Metals, Inc.(6)                                       Ohio
RPM Asia Pte. Ltd.                                                      Singapore
         Alumanation (M) Sdn. Bhd.                                      Malaysia
         Espan Corporation Pte. Ltd.                                    Singapore
         RPM China Pte. Ltd.                                            Singapore
                  Magnagro Industries Pte. Ltd.(7)                      Singapore
                           Dryvit Wall Systems (Suzhou)
                             Co. Ltd.                                   China

RPM Enterprises, Inc.                                                   Delaware
RPM of Mass, Inc.                                                       Massachusetts
         Haartz-Mason, Inc.                                             Massachusetts
         Westfield Coatings Corporation                                 Massachusetts
RPM Wood Finishes Group, Inc.(8)                                        Nevada
RPM World Trade, Ltd.                                                   Virgin Islands
Rust-Oleum Corporation(9)                                               Illinois
         ROC Sales, Inc.(10)                                            Illinois
         Rust-Oleum International Corporation                           Delaware
         Rust-Oleum Japan Corporation                                   Japan
         Rust-Oleum Sales Company, Inc.(11)                             Ohio
StonCor Group, Inc.(12)                                                 Delaware
         Parklin Management Group, Inc.(13)                             New Jersey
         Stonhard Agencia en Chile                                      Chile
         Stonhard South America Ltda.                                   Brazil
TCI, Inc.                                                               Georgia
The Euclid Chemical Company(14)                                         Ohio
         Euclid Chemical International Sales Corp.(15)                  Ohio
         Grandcourt N.V.(16)                                            Netherlands Antilles
         Redwood Transport, Inc.(17)                                    Ohio
The Flecto Company, Inc.(18)                                            California
The Testor Corporation(19)                                              Ohio
Tremco Incorporated(20)                                                 Ohio
         Paramount Technical Products, Inc.                             South Dakota
         Tremco A.B.                                                    Sweden
         Tremco Asia Pacific Pty. Limited                               Australia
                  PABCO Products Pty. Limited                           Australia
                  Tremco Pty. Limited                                   Australia
         Tremco Asia Pte. Ltd.                                          Singapore
         Tremco GmbH                                                    Germany
         Weatherproofing Technologies, Inc.(21)                         Delaware
Zinsser Co., Inc.(22)                                                   New Jersey
         Mantrose-Haeuser Co., Inc.                                     Massachusetts
         Modern Masters Inc.                                            California
         Thibaut Inc.                                                   New York

                                                 /s/ Ciulla, Smith & Dale, LLP
                                               -------------------------------
                                               Ciulla, Smith & Dale, LLP


August 29, 2002