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                                                                   Exhibit 10.31

                     THOMAS E. FLEMING SEPARATION AGREEMENT


         This Agreement, upon your signature, will constitute the agreement
between you and OM Group, Inc. and affiliated operating companies (referred to
herein as the "Company") on the terms of your separation from employment
(referred to herein as the "Agreement").

         You understand that you would not be entitled to all of the
consideration set forth below as a result of the termination of your employment,
and that all of this consideration is available to you only as a consideration
of your acceptance of this Agreement. This Agreement is offered to you to
resolve any and all matters and issues relating to your service with the Company
and your separation from employment.

         In exchange for the consideration described below, the parties agree as
follows:

         1.       Your employment with the Company is terminated effective
                  December 31, 1999.

         2.       You agree to amend the non-competition clause of your
                  employment contract to a three year (3) period.

         3.       The Company will provide you with the following:

                  (a)      The Company will continue to pay your base salary, in
                           monthly installments, through June 30, 2000.

                  (b)      You will receive your bonus for the 1999 fiscal year
                           in the amount of $177,000.

                  (c)      Your health insurance will continue in force under
                           the provisions of the OMG Medical Plan provisions for
                           retired officers.

                  (d)      You will have an opportunity to continue in force the
                           supplemental split dollar life insurance policies
                           which will be assigned to you. The Cash Surrender
                           value of these policies in the amount of
                           approximately $20,000. You will be responsible for
                           payment of the premium in order to continue these
                           policies.

                  (e)      Lease and insurance payments for your automobile will
                           continue until the termination of the lease in May,
                           2000.

                  (f)      Dues will be paid for your club memberships through
                           December 31, 1999.

                  (g)      You will be vested in the OMG Benefit Restoration
                           Plan and eligible for periodic or lump sum payments
                           under the plan. Your account balance eligible for
                           payout is approximately $120,000.


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[Name]
March 13, 2000
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         3.       In return for the above monies to be paid and benefits to be
                  provided by the Company, the sufficiency of which is hereby
                  acknowledged by you, you agree on behalf of yourself, your
                  heirs, administrators, executors and assigns to WAIVE, RELEASE
                  AND PROMISE never to assert any or all claims that you have or
                  might have, based upon any occurrence to the effective date of
                  this Agreement, against OM GROUP, INC., its predecessors,
                  parent corporations, subsidiaries, affiliates, related
                  entities, officers, directors, shareholders, agents,
                  attorneys, employees, successors, or assigns, arising from or
                  related to your employment and/or the termination of your
                  employment.

                  These claims include, but are not limited to, any and all
                  claims, causes of action, suits, claims for attorneys' fees,
                  damages or demand; all claims of discrimination, on any basis,
                  including, without limitation, claims of race, sex, age,
                  ancestry, national origin, religion and/or disability
                  discrimination; any and all claims arising under federal,
                  state and/or local statutory, or common law, such as, but not
                  limited to, Title VII of the Civil Rights Act, as amended,
                  including the amendments to the Civil Rights Act of 1991, the
                  Americans with Disabilities Act, the Age Discrimination in
                  Employment Act of 1967, the Older Workers Benefit Protection
                  Act; any and all claims arising under any other state and/or
                  local anti-discrimination statute and the law of contract and
                  tort; and any and all claims, demands and causes of action
                  including, but not limited to, claims of breach of public
                  policy, unjust discharge or breach of contract.

                  You further WAIVE, RELEASE, AND PROMISE never to assert any
                  such claims, even if you presently believe you have no such
                  claims.

         4.       You also agree that you will not initiate or pursue any
                  lawsuit against the Company or its affiliates for any claims
                  of any type you might have against the Company based on any
                  act or event occurring on or before the effective date this
                  Agreement, including claims based on future effects of any
                  past acts. You also represent that you have not filed or
                  initiated any lawsuit against the Company or any Company
                  affiliate, and you acknowledge that the Company is relying on
                  such representations in entering into this Agreement with you.

                  You understand that the claims you are releasing do not
                  include rights or claims which may arise out of acts occurring
                  after the effective date of this Agreement which do not in any
                  way relate to the facts and circumstances of this Agreement of
                  your employment relationship with the Company.


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[Name]
March 13, 2000
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                  You also understand that the above provisions in this
                  paragraph shall not preclude you from instituting an action to
                  seek relief for any breach of this Agreement, or from
                  challenging the validity of this Agreement.

         5.       You understand that neither you nor the Company make any
                  admission of any failing or wrongdoing by entering in this
                  Agreement. You understand that the Company is not offering
                  this Agreement because it believes that you have any valid
                  legal claims against the Company. Instead, this Agreement is
                  offered to provide you with additional compensation upon your
                  employment termination.

         6.       You represent that you have returned to the Company any and
                  all property of the Company and information you have about the
                  Company's practices, procedures, trade secrets, customer
                  lists, or product list or product marketing. You further agree
                  not to divulge or reveal any trade secret or confidential
                  information of the Company, including but not limited to,
                  processes, procedures, formula or designs, or business plans,
                  financial information or customer lists.

         7.       You agree not to at any time divulge, disclose, or communicate
                  to any person, firm, or corporation, the existence of, or any
                  terms of, this Agreement or the circumstances relating to it
                  except as may be necessary to effectuate the terms of this
                  Agreement with your counsel and/or accountant who will also
                  hold this matter in strictest confidence. You agree not to
                  make any statements, whether written or oral, not take any
                  action which would result in the injury or impairment of the
                  reputation or goodwill of the Company or any of its
                  affiliates.

         8.       You understand and agree that in the event you breach any of
                  your obligations under this Agreement or as otherwise imposed
                  by law, the Company will pursue to recover the benefits paid
                  under the Agreement and to obtain all other relief provided by
                  law or equity including attorney fees.


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[Name]
March 13, 2000
Page 4



         9.       You understand that the Company does not intend to reinstate
                  you to employment and that the Company shall have no
                  obligation to consider you for future employment at any time
                  hereafter.

         10.      The following is required by the Older Workers Benefit
                  Protection Act:

                  (a)      You have up to 21 days from the date of this letter
                           to accept the terms of this Separation Agreement,
                           although you may accept it at any time within those
                           21 days. You waive any right you may have to
                           additional time beyond this consideration period
                           within which to consider this Release. You understand
                           that no payments will be made unless and until you
                           sign this Agreement. You further understand that you
                           do not have to wait the entire 21 day period but may
                           sign this Agreement at any time during the period.
                           Prior to signing, you are advised to consult with an
                           attorney of your own choosing to discuss all aspects
                           of the Agreement.

                  (b)      To accept the Agreement, please date and sign this
                           letter and return it to me. (An extra copy for your
                           files is enclosed.) Once you do so, you will have an
                           additional seven (7) days in which to revoke your
                           acceptance. To revoke, you must deliver to me a
                           written statement of revocation by hand-delivery or
                           registered mail, return receipt requested. I must
                           receive this revocation by the close of business on
                           the seventh (7th) day after you have signed this
                           letter. If you do not revoke, the eighth day after
                           the date of your acceptance will be the effective
                           date of the Agreement.

                  (c)      In the event you decline to accept the terms of this
                           Agreement, or having accepted them, effectively
                           revoke the acceptance thereof, this Agreement shall
                           have no force or effect, and neither its terms, nor
                           any of the discussions of the parties relative to its
                           negotiation shall be admissible in any court or
                           arbitration proceeding.

         11.      To the extent governed by the law of any State, this Agreement
                  shall be governed by and interpreted and construed in
                  accordance with the laws of the State of Ohio. If any
                  provision of this Agreement shall, for any reason, be adjudged
                  by any court of competent jurisdiction to be invalid or
                  unenforceable, in whole or in part, such judgment shall not
                  affect, impair or invalidate the remainder of this Agreement.


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[Name]
March 13, 2000
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         12.      This Agreement, which consists of six (6) typewritten pages,
                  set forth the entire Agreement between you and the Company
                  concerning the matters discussed herein.

                                             Sincerely,

                                             OM Group, Inc.



                                             Michael J. Scott
                                             Vice President & General Counsel




         By signing this letter, I acknowledge that no promise or inducement has
been offered to me to enter into this Agreement, except as expressly set forth
herein, and that this Agreement is executed without reliance upon any statements
or representations by the Company, except as expressly provided herein. I
further acknowledge that: I have had sufficient time to consider this Agreement
before signing it; I have carefully read this Agreement; I fully understand the
terms of the Agreement; and I am entering into it voluntarily.



Date: __________________________

________________________________        Signature: /s/ Thomas E. Fleming
                                                   ---------------------
                                                   Thomas E. Fleming