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                                                                   EXHIBIT 10.36

                                 OM GROUP, INC.
                          SUPPLEMENTAL RETIREMENT PLAN
                                       FOR
                                 JAMES P. MOONEY

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                                 OM GROUP, INC.
                          SUPPLEMENTAL RETIREMENT PLAN
                                       FOR
                                 JAMES P. MOONEY

                                TABLE OF CONTENTS

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SECTION                                                                                            PAGE
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                                    ARTICLE I

                                   DEFINITIONS

1.1    Definitions..............................................................                    1
1.2    Construction.............................................................                    4

                                   ARTICLE II

                    SUPPLEMENTAL NORMAL RETIREMENT BENEFITS                                         4

                                   ARTICLE III

                    SUPPLEMENTAL EARLY RETIREMENT BENEFITS                                          5

                                   ARTICLE IV

                       SUPPLEMENTAL DISABILITY BENEFITS                                             5

                                    ARTICLE V

                               PAYMENT OF BENEFITS

5.1    Optional Methods of Payment..............................................                    6
5.2    Effect of Various Circumstances Upon an Option...........................                    8
5.3    Payment Under an Option..................................................                    8
5.4    Cessation of Payments Due to Competition.................................                    8
5.5    Competition..............................................................                    9
</TABLE>

                                      (i)

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<TABLE>
<S>                                                                                                <C>
                                   ARTICLE VI

                               CHANGE IN CONTROL                                                    9

                                   ARTICLE VII

                                 DEATH BENEFITS

7.1    Designation of Beneficiary...............................................                   10
7.2    Death Benefit............................................................                   10

                                  ARTICLE VIII

                                 ADMINISTRATION

8.1    Authority of the Committee...............................................                   10
8.2    Claims Procedure.........................................................                   11

                                   ARTICLE IX

                          AMENDMENT AND TERMINATION                                                11

                                    ARTICLE X

                                  MISCELLANEOUS

10.1   Non-Alienation of Benefits...............................................                   12
10.2   Payment of Benefits to Others............................................                   12
10.3   Plan Non-Contractual.....................................................                   12
10.4   Trust....................................................................                   12
10.5   Interest of the Executive................................................                   12
10.6   Claims of Other Persons..................................................                   13
10.7   Actuarial Factors........................................................                   13
10.8   Severability.............................................................                   13
10.9   Governing Law............................................................                   13
</TABLE>

                                      (ii)

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                                 OM GROUP, INC.
                          SUPPLEMENTAL RETIREMENT PLAN
                                       FOR
                                 JAMES P. MOONEY

      Due to the restrictions set forth in the Internal Revenue Code of 1986, as
amended, and other practical limitations, OM Group, Inc. hereby establishes the
OM Group, Inc. Supplemental Retirement Plan for James P. Mooney. The purpose of
such plan is to provide James P. Mooney with retirement benefits commensurate
with his current duties, responsibilities and compensation as Chairman and Chief
Executive Officer of OM Group, Inc.

                                    ARTICLE I

                                   DEFINITIONS

            1.1 DEFINITIONS. For purposes of the Plan, each of the following
words and phrases shall have the meaning hereinafter set forth, unless a
different meaning is clearly required by the context:

            (1) The term "ACCRUED PORTION" of the Executive's monthly
      supplemental normal retirement benefit determined as of any given date
      occurring prior to his Normal Retirement Date shall mean the amount of the
      Executive's monthly supplemental normal retirement benefit determined
      pursuant to the provisions of Article II, based upon his Highest Monthly
      Final Average Compensation on such date.

            (2) The term "AFFILIATE" shall mean any member of a controlled group
      of corporations (as determined under Section 414(b) of the Code) of which
      OMG is a member; any member of a group of trades or businesses under
      common control (as determined under Section 414(c) of the Code) with OMG;
      any member of an affiliated service group (as determined under Section
      414(m) of the Code) of which OMG is a member; and any other entity which
      is required to be aggregated with OMG pursuant to the provisions of
      Section 414(o) of the Code.

            (3) The term "AFFILIATED GROUP" shall mean the group of entities
      which are Affiliates.

            (4) The term "BENEFICIARY" shall mean the person or persons who is
      designated by the Executive to receive a death benefit under the Plan
      pursuant to the provisions of Article VII.

            (5) The term "BOARD" shall mean the Board of Directors of OMG.

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            (6) The term "CHANGE OF CONTROL" shall mean the occurrence of one of
      the following events:

                  (a)   OMG is merged, consolidated or reorganized into or with
                        another entity and, immediately after such merger,
                        consolidation or reorganization, the holders of OMG
                        voting stock immediately prior to the transaction hold,
                        in the aggregate, less than a majority of the combined
                        voting power of the then outstanding securities of the
                        new entity;

                  (b)   OMG sells substantially all of its assets to another
                        entity and, immediately after such sale, the holders of
                        OMG voting stock immediately prior to the sale hold, in
                        the aggregate, less than a majority of the combined
                        voting power of the then outstanding securities of the
                        purchaser;

                  (c)   A report is filed, or is required to be filed, on
                        Schedule 13D or Schedule 14D-1 (or any successor form)
                        disclosing that any "person" has become a "beneficial
                        owner" (as those terms are defined by the Securities
                        Exchange Act of 1934) of OMG securities representing 20%
                        or more of the combined voting power of then outstanding
                        securities of OMG;

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

                  (e)   If during any two-year period, the individuals who
                        comprise all of the members of the Board cease, for any
                        reason, to constitute at least three-fourths of the
                        Board, except in the case in which the election of a
                        director, or the nomination for election of a director
                        by shareholders of OMG, was approved by a two-thirds
                        vote of the directors then still in office who were
                        directors at the beginning of such two-year period;
                        provided, however, that no director shall be treated as
                        being so approved, if such director was designated by an
                        entity that has entered into an agreement with OMG to
                        effectuate a merger, consolidation, reorganization, or
                        sale of OMG assets.

      Notwithstanding events set forth in subparagraphs (c) and (d) above,
      unless otherwise determined by a majority vote of the Board, a Change of
      Control shall not be deemed to have occurred solely because (i) OMG, (ii)
      an entity of which OMG directly or indirectly beneficially owns 50% or
      more of the entity's voting stock, or

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      (iii) any employee stock ownership plan or any other employee benefit plan
      sponsored by OMG, either files or becomes obligated to file a report or
      proxy statement in response to Schedules 13D, 14D-1 or 14A, or Form 8-K
      (or any successor form), disclosing beneficial ownership by it of voting
      stock, whether in excess of 20% or otherwise, or because OMG reports that
      a change of control of OMG has or may have occurred, or will or may occur
      in the future, by reason of such beneficial ownership.

            (7) The term "CODE" shall mean the Internal Revenue Code of 1986, as
      amended from time to time. Reference to a section of the Code shall
      include such section and any comparable section or sections of any future
      legislation that amends, supplements, or supersedes such section.

            (8) The term "COMMITTEE" shall mean the Compensation Committee of
      the Board.

            (9) The term "COMPENSATION" shall mean the total wages which are
      paid to or on behalf of the Executive during a calendar year by OMG or an
      Affiliate for services rendered as a common law employee, including base
      salary, incentive compensation, bonuses, amounts deferred under any
      non-qualified deferred compensation program of OMG or an Affiliate, and
      any elective contributions that are made on behalf of OMG under any plan
      maintained by OMG or an Affiliate and that are not includible in gross
      income under Section 125, 129, 132(f) or 402(e)(3) of the Code, but
      excluding amounts realized from the exercise of stock options and any
      imputed income attributable to any fringe benefit.

            (10) The term "DISABILITY" shall mean the incapacity of the
      Executive due to any medically demonstrable physical or mental condition
      which is incurred while an employee of OMG or an Affiliate and which
      results in the Executive being unable to perform the duties of his most
      recent position with the Affiliated Group and thereafter shall mean such
      continued incapacity so that the Executive is prevented from resuming the
      duties and responsibilities of his most recent position with the
      Affiliated Group or from obtaining a comparable position with another
      employer.

            (11) The term "EXECUTIVE" shall mean James P. Mooney.

            (12) The term "HIGHEST MONTHLY FINAL AVERAGE COMPENSATION" shall
      mean 1/12th of the average of the Compensation of the Executive for any
      three calendar years during the last ten calendar years of his employment
      with the Affiliated Group in which the Executive had the greatest
      Compensation.

            (13) The term "NORMAL RETIREMENT DATE" shall mean the date on which
      the Executive attains 65 years of age.

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            (14) The term "OMG" shall mean OM Group, Inc., its corporate
      successors, and the surviving corporation resulting from any merger of OM
      Group, Inc. with any other corporation or corporations.

            (15) The term "PLAN" shall mean the OM Group, Inc. Supplemental
      Retirement Plan for James P. Mooney as set forth herein with all
      amendments, modifications, and supplements hereafter made.

            (16) The term "PRIMARY SOCIAL SECURITY BENEFIT" shall mean the
      monthly benefit that the Executive would be entitled to receive as a
      primary insurance amount under the U.S. Social Security Act ("Social
      Security"), as amended, and in effect (and at the rate in effect) on the
      January 1 coincident with or next preceding the date his employment with
      the Affiliated Group ceases (regardless of any retroactive changes made by
      legislation enacted after said January 1) under the assumptions described
      below (whether he applies for such benefit or not, and even though he may
      lose part or all of such benefit for any reason). The amount of said
      Primary Social Security Benefit shall be estimated and computed by OMG for
      the purposes of the Plan on the assumption that the Executive shall have
      no further employment or Compensation after the date his employment with
      the Affiliated Group ceases and that his benefit commences at the later of
      his 62nd birthday or the date his employment ceases.

      1.2 CONSTRUCTION. Where necessary or appropriate to the meaning hereof,
the singular shall be deemed to include the plural, the plural to include the
singular, the masculine to include the feminine, and the feminine to include the
masculine.

                                   ARTICLE II

                     SUPPLEMENTAL NORMAL RETIREMENT BENEFITS

      In the event that the Executive terminates his employment with the
Affiliated Group on or after his Normal Retirement Date, he shall be eligible
for a monthly supplemental normal retirement benefit equal to 50% of his Highest
Monthly Final Average Compensation, reduced by (i) his 50% of his Social
Security Benefit; (ii) the actuarial equivalent of the value of the Executive's
account under the OMG Retirement Savings and Profit Sharing Plan (or any
successor plan thereto) as of the day the Executive terminates employment with
the Affiliated Group set forth as a single life annuity; (iii) the actuarial
equivalent of the value of the Executive's account under the OM Group, Inc.
Benefit Restoration Plan (or any successor plan thereto) as of the day the
Executive terminates employment with the Affiliated Group set forth as a single
life annuity; and (iv) the actuarial equivalent of the value of $3,300,000 set
forth in a

                                       4

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single life annuity. Subject to the provisions of Article V, such benefit shall
commence as of the month next following the month in which the Executive becomes
eligible for a supplemental normal retirement benefit under this Article II.

                                   ARTICLE III

                     SUPPLEMENTAL EARLY RETIREMENT BENEFITS

      In the event that the Executive terminates his employment with the
Affiliated Group after attainment of age 55 but prior to his Normal Retirement
Date, he shall be eligible for a monthly supplemental early retirement benefit
equal to the Accrued Portion of his monthly supplemental normal retirement
benefit on the date of his termination of employment with the Affiliated Group,
reduced by .5% for each full month that commencement of such benefit precedes
his attainment of age 62. Subject to the provisions of Article V, a monthly
supplemental early retirement benefit shall be paid to the Executive commencing
with the month next following the month in which he becomes eligible for a
supplemental early retirement benefit under this Article III.

                                   ARTICLE IV

                        SUPPLEMENTAL DISABILITY BENEFITS

      In the event that the Executive's employment with the Affiliated Group is
terminated due to Disability, he shall be eligible for a monthly supplemental
disability benefit equal to the Accrued Portion of his monthly supplemental
normal retirement benefit on the date of such termination of employment. Subject
to the subsequent provisions of this Article IV and Article V, a monthly
supplemental disability benefit shall be paid to the Executive commencing with
the month next following the month in which he becomes eligible therefor and
shall continue until the earliest of (i) recovery from his Disability; (ii) his
Normal Retirement Date; or (iii) his death. Upon attaining his Normal Retirement
Date, the Executive shall be entitled to receive a monthly supplemental normal
retirement benefit determined in accordance with the provisions of Article II,
based upon his Highest Monthly Final Average Compensation as of the time of the
onset of his Disability and payable in accordance with the provisions of
Articles II and V. Notwithstanding the foregoing, monthly supplemental
disability benefit payments shall terminate, if prior to the Executive's Normal
Retirement Date (i) he engages in any gainful employment or

                                       5

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occupation, other than for purposes of rehabilitation or purposes not
incompatible with the finding of Disability; or (ii) if it is determined on the
basis of qualified medical evidence that he no longer has a Disability. OMG may,
in its discretion, require the Executive, if he is applying for a monthly
supplemental disability benefit, or is receiving a monthly supplemental
disability benefit, to submit to such medical examinations as it may deem
reasonably necessary; provided, however, that he shall not be required to
undergo any such examination more than once a year. In the event the Executive
refuses to submit to such an examination, his monthly supplemental disability
benefit may be suspended by OMG.

                                    ARTICLE V

                               PAYMENT OF BENEFITS

            5.1 OPTIONAL METHODS OF PAYMENT. Subject to the provisions of
Article VI and subject to the approval of the Committee, the Executive, upon
becoming eligible under the Plan for a supplemental normal or early retirement
benefit may, in lieu of any benefits otherwise payable under the Plan, elect at
least 30 days in advance of his termination date, to receive payment of such
benefit in accordance with any one of the following forms of payment; provided,
however, that in the event that his termination involuntarily occurs prior to 30
days notice, he may make such election within the ten-day period following his
notice of termination.

                  Option A. A reduced monthly supplemental retirement benefit
            payable to the Executive for his lifetime following his termination
            of employment with the continuance of a monthly benefit equal to
            one-half of such reduced amount after his death to his Contingent
            Annuitant during the lifetime of the Contingent Annuitant, provided
            that such Contingent Annuitant is living at the time the Executive's
            benefit commences.

                  Option B. A reduced monthly supplemental retirement benefit
            payable to the Executive for his lifetime following his termination
            of employment with the continuance of a monthly benefit equal to
            three-quarters of such reduced amount after his death to his
            Contingent Annuitant during the lifetime of the Contingent
            Annuitant, provided that such Contingent Annuitant is living at the
            time the Executive's benefit commences.

                                       6

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                  Option C. A reduced monthly supplemental retirement benefit
            payable to the Executive for his lifetime following his termination
            of employment with the continuance to the person or persons
            designated by him as his Term-Certain Beneficiary of such reduced
            amount after his death for the remainder, if any, of the ten-year
            period commencing with the date as of which the first payment of
            such monthly benefit is made, and with any monthly benefits
            remaining unpaid upon the death of the survivor of the Executive and
            his Term-Certain Beneficiary to be made to the estate of such
            survivor.

                  Option D. A reduced monthly supplemental retirement benefit
            payable to the Executive for his lifetime following his termination
            of employment with the continuance of 50%, 75% or 100% of such
            reduced amount to his designated Beneficiary for a five-year or
            ten-year period after his death, provided such Beneficiary is living
            at the time the Executive's benefit commences.

                  Option E. A reduced monthly supplemental retirement benefit
            payable to the Executive for his lifetime following his termination
            of employment with the continuance of 50%, 75% or 100% of such
            reduced amount to his designated Beneficiary for a five-year or
            ten-year period after his death; provided, however, that in the
            event of the death of such Beneficiary prior to the death of the
            Executive or, if later, the last month of the selected five-year or
            ten-year period, the monthly payments otherwise payable to the
            Beneficiary shall be made to the Contingent Beneficiary designated
            by the Executive.

                  Option F. Any such other form of payment permitted by the
            Committee.

The Contingent Annuitant of the Executive under Option A or B, the Term-Certain
Beneficiary under Option C, or the Beneficiary and Contingent Beneficiary, if
any, under Option D or E shall be any person so designated by the Executive. The
monthly payments to be made under any option set forth above shall be in an
amount or amounts which, on the date of commencement thereof or, if earlier, as
of the Executive's Normal Retirement Date, shall be the actuarial equivalent of
the monthly benefits otherwise payable to the Executive under the Plan, in lieu
of which the option was elected, determined in accordance with the provisions of
Section 10.7. The Executive may revoke or elect to change any option made by him
at any time prior to the end of the 30-day period before commencement of benefit
payments.

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            5.2 EFFECT OF VARIOUS CIRCUMSTANCES UPON AN OPTION. In the event
that the Executive dies before any monthly benefit payment commences under any
option set forth in Section 5.1, his election shall become inoperative and
ineffective, and no payment shall become due to his Contingent Annuitant,
Term-Certain Beneficiary, or Beneficiary under such option. If a Contingent
Annuitant, Term-Certain Beneficiary, or Beneficiary dies prior to the
commencement of any monthly benefit payment to the Executive under such option,
his election shall become inoperative and ineffective and benefit payments, if
any, shall be made under the Plan as if no such election had been made.

            5.3 PAYMENT UNDER AN OPTION. Except in the event of a Change in
Control, a monthly benefit payment under Option A, B, C, D, E, or F shall be
made to the Executive at the same time as the monthly benefit payment otherwise
payable to him under the Plan would have commenced. Monthly benefit payments
which become payable to a Contingent Annuitant of the Executive under Option A
or B shall commence with the month following the month in which the death of the
Executive occurs and shall be payable monthly thereafter during the life of the
Contingent Annuitant, the last payment being for the month in which the death of
the Contingent Annuitant occurs. Monthly benefit payments which become payable
hereunder to a Term-Certain Beneficiary of the Executive under Option C shall
commence with the month following the month in which the death of the Executive
occurs, and the last such monthly payment shall be made for the last month in
the term certain; provided, however, that in the event that any such monthly
payments become payable to the estate of any person or to a trust, a lump-sum
amount shall be paid to such estate or trust in lieu thereof. Such lump-sum
amount shall be equal to the present actuarial value of the aggregate monthly
payments otherwise payable to such estate or trust in accordance with the
provisions of Section 10.7. Monthly benefit payments which become payable
hereunder to a Beneficiary of the Executive under Option E shall commence with
the month following the month in which the death of the Executive occurs and the
last such monthly payment shall be made for the last month in the term of such
benefit elected by the Executive.

            5.4 CESSATION OF PAYMENTS DUE TO COMPETITION. Except in the event of
a Change of Control, each payment of monthly supplemental retirement benefits
under the Plan to the Executive shall be subject to the condition that the
Executive has not engaged in Competition with the Affiliated Group, as defined
in Section 5.5 below, at any time prior to the date of such payment.

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            5.5 COMPETITION. Competition for purposes of the Plan shall mean
assuming an ownership position or a position as an employee, consultant, agent,
or director with a business engaged in the manufacture, processing, purchase,
sale, design, or distribution of the same products manufactured, sold, designed,
or distributed by an Affiliate during the calendar year prior to the date of
termination of the Executive's employment; provided, however, that in no event
shall ownership of less than two percent of the outstanding capital stock
entitled to vote for the election of directors of a corporation with a class of
equity securities held of record by more than 500 persons in itself be deemed
Competition; and provided further, that all of the following events shall have
taken place:

                  (i) The Committee shall have given written notice to the
            Executive that, in the opinion of the Committee, the Executive is
            engaged in Competition within the meaning of the foregoing
            provisions of this Section 5.5, specifying the details thereof;

                  (ii) The Executive shall have been given a reasonable
            opportunity, upon receipt of such notice, to appear before and to be
            heard by the Committee with respect to his views regarding the
            opinion of the Committee that the Executive engaged in competition;

                  (iii) The Committee shall have given written notice to the
            Executive that the Committee determined that the Executive is
            engaged in Competition; and

                  (iv) The Executive neither shall have ceased to engage in such
            Competition within 30 days from his receipt of notice of such
            determination nor shall have taken all reasonable steps to that end
            during such 30-day period and thereafter.

                                   ARTICLE VI

                                CHANGE IN CONTROL

            In the event of a Change of Control and regardless of any age
requirement otherwise applicable under the Plan as well as the provisions of
Sections 5.4 and 5.5, the Executive shall be eligible to receive a monthly
supplemental retirement benefit equal to the Accrued Portion of his monthly
supplemental normal retirement benefit determined in accordance with the
provisions of Article II. Such monthly supplemental retirement benefit shall be
paid as a straight life annuity unless one of the optional payment forms
described in Section 5.1 of the Plan is applicable.

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                                   ARTICLE VII

                                 DEATH BENEFITS

            7.1 DESIGNATION OF BENEFICIARY. The Executive may designate a
Beneficiary to whom death benefits determined in accordance with the provisions
of Section 7.2 may be payable. In the event the Executive does not designate a
Beneficiary or the designated Beneficiary of the Executive does not survive the
Executive, then the Beneficiary of the Executive shall be the estate of such the
Executive. If any Beneficiary designated hereunder dies after becoming entitled
to receive a distribution from the Plan and before such distribution is made to
him in full, and if no other person or persons have been designated to receive
such distribution upon the happening of such contingency, the estate of such
deceased Beneficiary shall become the Beneficiary as to such distribution.

            7.2 DEATH BENEFIT. Upon the death of the Executive prior to the
commencement of supplemental normal or early retirement benefits under the Plan,
the Beneficiary of such the Executive shall receive the present actuarial
equivalent of the Accrued Portion of the Executive's supplemental normal
retirement benefit as of the date of his death. Such benefits shall be paid in a
single sum or in a series of installment payments over a period not in excess of
five years as selected by the Committee.

                                  ARTICLE VIII

                                 ADMINISTRATION

            8.1 AUTHORITY OF THE COMMITTEE. The Committee shall be responsible
for the general administration of the Plan, for carrying out the provisions
hereof, and for making, or causing a grantor trust to make, any required
supplemental benefit payments under the Plan. The Committee shall have all such
powers as may be necessary to carry out the provisions of the Plan, including
the power to determine all questions relating to eligibility for and the amount
of any supplemental retirement benefit and all questions pertaining to claims
for benefits and procedures for claim review; to resolve all other questions
arising under the Plan, including any questions of construction; and to take
such further action as the Committee shall deem advisable in the administration
of the Plan. The Committee may delegate any of its powers, authorities, or
responsibilities for the operation and administration of the Plan to any person
or committee so

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designated in writing by it and may employ such attorneys, agents, and
accountants as it may deem necessary or advisable to assist it in carrying out
its duties hereunder. The actions taken and the decisions made by the Committee
hereunder shall be final and binding upon all interested parties.

            8.2 CLAIMS PROCEDURE. If a claim for benefits under the Plan is
denied in whole or in part by the Committee, the Executive or his Beneficiary,
as the case may be, shall be notified in writing within 90 days of filing of the
claim with the Committee of (i) the specific reasons of such denial, (ii) the
pertinent Plan provisions on which the denial is based, (iii) any additional
material or information necessary for the Executive or Beneficiary to perfect
his claim (with an explanation as to the reason such material or information is
necessary), and (iv) further steps which the Executive or Beneficiary can take
in order to have his claim reviewed (including a statement that the Executive or
his duly authorized representative may review Plan documents and submit issues
and comments regarding the claim to the Committee). If the Executive or
Beneficiary wishes further consideration of his position, he may request a
review of his claim by filing a written request with the Committee within 90
days after receipt of the written notification provided for in the preceding
sentence. Any request for such a review may, but need not, include a request for
a hearing on the claim by the Board. If such a hearing is requested, it will be
held within 30 days after the receipt of such request for review. A final
decision on the claim shall be made by the Board and communicated to the
Executive or Beneficiary within 60 days after the receipt of the request for
review; provided, however, that if a hearing has been requested, the Board may
extend said 60 day period by up to 30 additional days. Written notice of any
such extension shall be furnished to the Executive or Beneficiary prior to the
commencement of the extension. The final decision hereunder shall be
communicated in writing to the Executive or Beneficiary with a statement of the
specific reasons for any denial and the pertinent Plan provisions on which any
such denial is based. If a final decision on review is not furnished to the
Executive or Beneficiary within the required time period, the claim shall be
deemed to be denied on review.

                                   ARTICLE IX

                            AMENDMENT AND TERMINATION

            The Company reserves the right to amend or terminate the Plan at any
time by action of the Board; provided, however, that no such action shall
adversely affect the Executive or a Contingent Annuitant, Term-Certain
Beneficiary, or Beneficiary who is receiving, or who is eligible

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to receive benefits under the Plan, unless an equivalent benefit is provided
under another plan sponsored by the Company.

                                    ARTICLE X

                                  MISCELLANEOUS

            10.1 NON-ALIENATION OF BENEFITS. No benefit under the Plan shall at
any time be subject in any manner to alienation or encumbrance. If the Executive
or his Contingent Annuitant, Term-Certain Beneficiary, or Beneficiary shall
attempt to, or shall, alienate or in any way encumber his rights or benefits
under the Plan, or any part thereof, or if by reason of his bankruptcy or other
event happening at any time any such benefits would otherwise be received by
anyone else or would not be enjoyed by him, his interest in all such benefits
shall automatically terminate and the same shall be held or applied to or for
the benefit of such person, his spouse, children, or other dependents as the
Committee may select.

            10.2 PAYMENT OF BENEFITS TO OTHERS. If the Executive or his
Contingent Annuitant, Term-Certain Beneficiary, or Beneficiary to whom a benefit
is payable under the Plan is unable to care for his affairs because of illness
or accident, any payment due (unless prior claim therefor shall have been made
by a duly qualified guardian or other legal representative) may be paid to the
spouse, parent, brother, sister, adult child, or any other individual deemed by
the Committee to be maintaining or responsible for the maintenance of such
person. Any payment made in accordance with the provisions of this Section 10.2
shall be a complete discharge of any liability of the Plan with respect to the
benefit so paid.

            10.3 PLAN NON-CONTRACTUAL. Nothing herein contained shall be
construed as a commitment or agreement on the part of the Executive to continue
his employment with the Company, and nothing herein contained shall be construed
as a commitment on the part of the Company to continue the employment or the
annual rate of compensation of the Executive for any period and the Executive
shall remain subject to discharge to the same extent as if the Plan had never
been established.

            10.4 TRUST. In order to provide a source of payment for its
obligations under the Plan, the Company may establish a grantor trust.

            10.5 INTEREST OF THE EXECUTIVE. The obligation of the Company under
the Plan to provide the Executive with supplemental retirement benefits and
supplemental disability benefits

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constitutes the unsecured promise of the Company to make payments as provided
herein, and no person shall have any interest in, or a lien or prior claim upon,
any property of the Company.

            10.6 CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no
event be construed as giving any person, firm or corporation any legal or
equitable right against the Company, its officers, employees, or directors,
except any such rights as are specifically provided for in the Plan or are
hereafter created in accordance with the terms and provisions of the Plan.

            10.7 ACTUARIAL FACTORS. Actuarially equivalent benefits under the
Plan shall be determined using the applicable interest rate and applicable
mortality rate specified under Section 417(e)(3) of the Code for the January
immediately preceding the month in which the benefit under the Plan is to
commence.

            10.8 SEVERABILITY. The invalidity or unenforceability of any
particular provision of the Plan shall not affect any other provision hereof,
and the Plan shall be construed in all respects as if such invalid or
unenforceable provision were omitted herefrom.

            10.9 GOVERNING LAW. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.

      Executed at Cleveland, Ohio, this ________________ day of ______________,
2004.

                                                OM GROUP, INC.

                                                By:__________________________
                                                   Title:

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