<PAGE>

                                                                    EXHIBIT 10.1

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                             RPM INTERNATIONAL INC.

                            (a Delaware corporation)

                           6.25% Senior Notes due 2013

                               PURCHASE AGREEMENT

Dated: December 4, 2003

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
SECTION 1.     Representations and Warranties................................................................       2
           (a)   Representations and Warranties by the Company...............................................       2
                 (i)        Offering Memorandum..............................................................       2
                 (ii)       Incorporated Documents...........................................................       2
                 (iii)      Independent Accountants..........................................................       3
                 (iv)       Financial Statements.............................................................       3
                 (v)        No Material Adverse Change in Business...........................................       3
                 (vi)       Good Standing of the Company.....................................................       3
                 (vii)      Good Standing of Subsidiaries....................................................       4
                 (viii)     Authorization of this Agreement..................................................       4
                 (ix)       Authorization of the Indenture...................................................       4
                 (x)        Authorization of the Registration Rights Agreement...............................       4
                 (xi)       Authorization of the Notes.......................................................       4
                 (xii)      Description of the Notes, the Indenture and the Registration Rights Agreement....       5
                 (xiii)     Absence of Defaults and Conflicts................................................       5
                 (xiv)      Absence of Labor Dispute.........................................................       6
                 (xv)       Absence of Proceedings...........................................................       6
                 (xvi)      Absence of Manipulation..........................................................       6
                 (xvii)     Possession of Intellectual Property..............................................       6
                 (xviii)    Absence of Further Requirements..................................................       6
                 (xix)      Investment Company Act...........................................................       6
                 (xx)       Good and Marketable Title........................................................       7
                 (xxi)      Environmental Laws...............................................................       7
                 (xxii)     ERISA............................................................................       8
                 (xxiii)    Insurance........................................................................       8
                 (xxiv)     Taxes............................................................................       8
                 (xxv)      Internal Controls................................................................       8
                 (xxvi)     No Unlawful Payments.............................................................       8
                 (xxvii)    No Brokerage Commission; Finder's Fee............................................       9
                 (xxviii)   Dividend Payments................................................................       9
                 (xxix)     Similar Offering.................................................................       9
                 (xxx)      Rule 144A Eligibility............................................................       9
                 (xxxi)     No Directed Selling Efforts......................................................       9
                 (xxxii)    No General Solicitation or General Advertising...................................       9
                 (xxxiii)   No Registration Required.........................................................       9
                 (xxxiv)    Reporting Company................................................................      10
                 (xxxv)     Sarbanes-Oxley Compliance........................................................      10
                 (xxxvi)    Reclassification.................................................................      10
           (b)   Officer's Certificates......................................................................      10
</TABLE>

                                        i

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<TABLE>
<S>                                                                                                                <C>
SECTION 2.     Sale and Delivery to Initial Purchasers; Closing..............................................      10
           (a)   Notes.......................................................................................      10
           (b)   Payment.....................................................................................      10
           (c)   Denominations; Registration.................................................................      11

SECTION 3.     Covenants of the Company......................................................................      11
           (a)   Offering Memorandum.........................................................................      11
           (b)   Notice and Effect of Material Events........................................................      11
           (c)   Amendments to Offering Memorandum and Supplements...........................................      11
           (d)   Qualifications of Notes for Offer and Sale..................................................      12
           (e)   Use of Proceeds.............................................................................      12
           (f)   Rating of Notes.............................................................................      12
           (g)   Restriction on Sale of Notes................................................................      12
           (h)   DTC.........................................................................................      12
           (i)   Reporting Requirements......................................................................      12

SECTION 4.     Payment of Expenses...........................................................................      12
           (a)   Expenses....................................................................................      12
           (b)   Termination of Agreement....................................................................      13

SECTION 5.     Conditions of Initial Purchasers' Obligations.................................................      13
           (a)   Opinions of Counsel for the Company.........................................................      13
           (b)   Opinion of Counsel for Initial Purchasers...................................................      13
           (c)   Officers' Certificate.......................................................................      14
           (d)   Accountant's Comfort Letter.................................................................      14
           (e)   Bring-down Comfort Letter...................................................................      14
           (f)   Maintenance of Rating.......................................................................      14
           (g)   Indenture and Registration Rights Agreement.................................................      14
           (h)   Additional Documents........................................................................      15
           (i)   Termination of Agreement....................................................................      15

SECTION 6.     Subsequent Offers and Resales of the Notes....................................................      15
           (a)   Offer and Sale Procedures...................................................................      15
                 (i)        Offers and Sales to Qualified Institutional Buyers and Foreign Purchasers........      15
                 (ii)       No General Solicitation..........................................................      15
                 (iii)      Purchases by Non-Bank Fiduciaries................................................      15
                 (iv)       Subsequent Purchaser Notification................................................      15
                 (v)        Restrictions on Transfer.........................................................      16
           (b)   Covenants of the Company....................................................................      16
                 (i)        Integration......................................................................      16
                 (ii)       Rule 144A Information............................................................      16
                 (iii)      Restriction on Purchases.........................................................      16
           (c)   Qualified Institutional Buyer...............................................................      17
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                <C>
SECTION 7.     Indemnification...............................................................................      17
           (a)   Indemnification of Initial Purchasers.......................................................      17
           (b)   Indemnification of the Company..............................................................      18
           (c)   Actions against Parties; Notification.......................................................      18
           (d)   Settlement without Consent if Failure to Reimburse..........................................      19

SECTION 8.     Contribution..................................................................................      19

SECTION 9.     Representations, Warranties and Agreements to Survive Delivery................................      20

SECTION 10.    Termination of Agreement......................................................................      20
           (a)   Termination; General........................................................................      20
           (b)   Liabilities.................................................................................      21

SECTION 11.    Default by One or More of the Initial Purchasers..............................................      21

SECTION 12.    Tax Disclosure................................................................................      21

SECTION 13.    Notices.......................................................................................      22

SECTION 14.    Parties.......................................................................................      23

SECTION 15.    GOVERNING LAW AND TIME........................................................................      23

SECTION 16.    Effect of Headings............................................................................      23

SECTION 17.    Counterparts..................................................................................      23
</TABLE>

SCHEDULES

Schedule A     List of Initial Purchasers
Schedule B     RPM International Inc. --  6.25% Senior Notes due 2013
Schedule C     List of Material Subsidiaries
Schedule D     List of Significant Subsidiaries

EXHIBITS

Exhibit A      Form of Registration Rights Agreement
Exhibit B      Form of Opinion of P. Kelly Tompkins, General Counsel of the
               Company, to be Delivered Pursuant to Section 5(a)
Exhibit C      Form of Opinion of Calfee, Halter & Griswold LLP, United States
               Counsel for the Company, to be Delivered Pursuant to Section 5(a)

                                       iii
<PAGE>

                             RPM INTERNATIONAL INC.

                                  $200,000,000

                           6.25% Senior Notes due 2013

                               PURCHASE AGREEMENT

                                                                December 4, 2003

Banc One Capital Markets, Inc.
Wachovia Capital Markets, LLC

     As Representatives of the several Initial Purchasers
     c/o Banc One Capital Markets, Inc.
     1 Bank One Plaza
     Chicago, IL 60670

Ladies and Gentlemen:

         RPM International Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the Initial Purchasers named in Schedule A hereto
(collectively, the "Initial Purchasers," which term shall also include any
initial purchaser substituted as hereinafter provided in Section 11 hereof), for
whom Banc One Capital Markets, Inc. and Wachovia Capital Markets, LLC are acting
as representatives (in such capacity, the "Representatives"), with respect to
the issue and sale by the Company and the purchase by the Initial Purchasers,
acting severally and not jointly, of the respective principal amounts set forth
in said Schedule A of $200,000,000 aggregate principal amount of the Company's
6.25% Senior Notes due 2013 (the "Notes").

         The Notes are to be issued pursuant to an indenture, to be dated as of
the Closing Time (as defined in Section 2(c)) (the "Indenture"), between the
Company and The Bank of New York, as trustee (the "Trustee"). The holders of
Notes will be entitled to the benefits of a Registration Rights Agreement
between the Company and the Initial Purchasers, to be dated as of the Closing
Time, which agreement shall be substantially in the form attached hereto as
Exhibit A, with such changes as shall be agreed to by the parties hereto (the
"Registration Rights Agreement").

         The Company understands that the Initial Purchasers propose to make an
offering of the Notes on the terms and in the manner set forth herein and agrees
that the Initial Purchasers may resell, subject to the conditions set forth
herein, all or a portion of the Notes to purchasers ("Subsequent Purchasers") at
any time after this Agreement has been executed and delivered. The Notes are to
be offered and sold through the Initial Purchasers without being registered
under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon
exemptions therefrom. Pursuant to the terms of the Notes and the Indenture,
investors that acquire Notes may only resell or otherwise transfer such Notes if
such Notes are hereafter registered under the 1933 Act or if an exemption from
the registration requirements of the 1933 Act is available (including the
exemption afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S")
of the rules and regulations promulgated under the 1933 Act (the "1933 Act
Regulations") by the Securities and Exchange Commission (the "Commission")).

<PAGE>

         The Company has prepared and delivered to each Initial Purchaser copies
of a preliminary offering memorandum dated December 3, 2003 (the "Preliminary
Offering Memorandum") and has prepared and will deliver to each Initial
Purchaser, on the date hereof or by 9:00 A.M. (Eastern time) on the second
calendar day after the date hereof, copies of a final offering memorandum dated
December 4, 2003 (the "Final Offering Memorandum"), each for use by such Initial
Purchaser in connection with its solicitation of purchases of, or offering of,
the Notes. "Offering Memorandum" means, with respect to any date or time
referred to in this Agreement, the most recent offering memorandum (whether the
Preliminary Offering Memorandum or the Final Offering Memorandum, or any
amendment or supplement to either such document), including exhibits thereto and
any documents incorporated therein by reference, which has been prepared and
delivered by the Company to the Initial Purchasers in connection with their
solicitation of purchases of, or offering of, the Notes.

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included," "stated" or "described"
in the Offering Memorandum (or other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other
information which are incorporated by reference in the Offering Memorandum; and
all references in this Agreement to amendments or supplements to the Offering
Memorandum shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is
incorporated by reference in the Offering Memorandum.

         SECTION 1. Representations and Warranties.

         (a) Representations and Warranties by the Company. The Company
represents and warrants to each Initial Purchaser as of the date hereof, as of
the Closing Time referred to in Section 2(c) hereof, and agrees with each
Initial Purchaser, as follows:

                  (i)      Offering Memorandum. The Offering Memorandum does
         not, and at the Closing Time referred to in Section 2 will not, include
         an untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. The
         representations and warranties in this subsection shall not apply to
         statements in or omissions from the Offering Memorandum made in
         reliance upon and in conformity with information furnished to the
         Company in writing by any Initial Purchaser through the Representatives
         expressly for use in the Offering Memorandum.

                  (ii)     Incorporated Documents. The Offering Memorandum as
         delivered from time to time shall incorporate by reference the most
         recent Annual Report of the Company on Form 10-K filed with the
         Commission, each Quarterly Report of the Company on Form 10-Q and each
         Current Report of the Company on Form 8-K filed (not furnished) with
         the Commission subsequent to the date of filing of the most recent
         Annual Report of the Company on Form 10-K and such other reports as
         specifically incorporated by reference in the Offering Memorandum. The
         documents incorporated by reference in the Offering Memorandum (the
         "Incorporated Documents"), at the time they were or hereafter are filed
         with the Commission, or if amended, as so amended, complied and will
         comply in all material respects with the requirements of the 1934 Act
         and the

                                       2
<PAGE>

         rules and regulations of the Commission thereunder (the "1934 Act
         Regulations"). There are no contracts or documents which are required
         to be described in the Offering Memorandum or the Incorporated
         Documents which have not been so described, and there are no contracts
         or documents which are required to be filed as exhibits to the
         Incorporated Documents which have not been so filed as required.

                  (iii)    Independent Accountants. The accountants who
         certified the financial statements and supporting schedules
         incorporated by reference in the Offering Memorandum are independent
         public accountants within the meaning of Regulation S-X under the 1933
         Act and the 1933 Act Regulations.

                  (iv)     Financial Statements. The financial statements,
         together with the related schedules and notes, incorporated by
         reference into the Offering Memorandum present fairly the financial
         position of the Company and its consolidated subsidiaries at the dates
         indicated and the statement of income, shareholders' equity and cash
         flows of the Company and its consolidated subsidiaries for the periods
         specified; said financial statements have been prepared in conformity
         with generally accepted accounting principles ("GAAP") applied on a
         consistent basis throughout the periods involved. The supporting
         schedules incorporated by reference into the Offering Memorandum
         present fairly in accordance with GAAP the information required to be
         stated therein.

                  (v)      No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Offering
         Memorandum (exclusive of any amendment thereto), except as otherwise
         stated therein, (A) there has been no material adverse change in the
         condition, financial or otherwise, or in the earnings, business or
         business prospects of the Company and its subsidiaries considered as
         one enterprise, whether or not arising in the ordinary course of
         business (a "Material Adverse Effect"), (B) there have been no
         transactions entered into by the Company or any of its Material
         Subsidiaries (as defined below), other than those in the ordinary
         course of business, which are material with respect to the Company and
         its Material Subsidiaries considered as one enterprise, (C) except for
         regular quarterly dividends on the Common Stock in amounts per share
         that are consistent with past practice, there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock, and (D) there has not been any material
         change in the capital stock, short-term debt or long-term debt of the
         Company and its Material Subsidiaries (as defined below), except as
         disclosed in the Offering Memorandum.

                  (vi)     Good Standing of the Company. The Company has been
         duly organized and is validly existing as a corporation in good
         standing under the laws of the State of Delaware and has corporate
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Offering Memorandum and to
         enter into and perform its obligations under, or as contemplated by,
         this Agreement. The Company is duly qualified as a foreign corporation
         to transact business and is in good standing in each other jurisdiction
         in which such qualification is required, whether by reason of the
         ownership or leasing of property or the conduct of business, except
         where the failure so to qualify or to be in good standing would not
         result in a Material Adverse Effect.

                                       3
<PAGE>

                  (vii)    Good Standing of Subsidiaries. Each subsidiary of the
         Company listed on Schedule C hereto (collectively, the "Material
         Subsidiaries") has been duly organized and is validly existing as a
         corporation in good standing under the laws of the jurisdiction of its
         incorporation, has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Offering Memorandum. Each Material Subsidiary is duly qualified as a
         foreign corporation to transact business and is in good standing in
         each jurisdiction in which such qualification is required, whether by
         reason of the ownership or leasing of property or the conduct of
         business, except where the failure to so qualify or to be in good
         standing would not result in a Material Adverse Effect. All of the
         issued and outstanding shares of capital stock of each subsidiary of
         the Company have been duly authorized and validly issued, are fully
         paid and non-assessable, and except for directors' qualifying shares
         and third party interests in joint ventures in which the Company
         invests, are owned directly or indirectly by the Company, free and
         clear of all liens, encumbrances, equities or claims. The subsidiaries
         of the Company listed on Schedule D hereto are the only subsidiaries of
         the Company which meet the criteria in the definition of "significant
         subsidiary" pursuant to Rule 1-02(w) of Regulation S-X under the 1933
         Act.

                  (viii)   Authorization of this Agreement. This Agreement has
         been duly authorized, executed and delivered by the Company.

                  (ix)     Authorization of the Indenture. The Indenture has
         been duly authorized by the Company and, when executed and delivered by
         the Company and the Trustee, will constitute a valid and binding
         agreement of the Company, enforceable against the Company in accordance
         with its terms, except as the enforcement thereof may be limited by
         bankruptcy, insolvency (including, without limitation, all laws
         relating to fraudulent transfers), reorganization, moratorium or
         similar laws affecting enforcement of creditors' rights generally and
         except as enforcement thereof is subject to general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding in equity or at law).

                  (x)      Authorization of the Registration Rights Agreement.
         The Registration Rights Agreement has been authorized by the Company
         and, when executed and delivered by the Company and the Initial
         Purchasers, will constitute a valid and binding agreement of the
         Company, enforceable against the Company in accordance with its terms,
         except as the enforcement thereof may be limited by bankruptcy,
         insolvency (including, without limitation, all laws relating to
         fraudulent transfers), reorganization, moratorium or similar laws
         affecting enforcement of creditors' rights generally and except as
         enforcement thereof is subject to general principles of equity
         (regardless of whether enforceability is considered in a proceeding in
         equity or at law).

                  (xi)     Authorization of the Notes. The Notes have been duly
         authorized and, at the Closing Time, will have been duly executed by
         the Company and, when authenticated, issued and delivered in the manner
         provided for in the Indenture and delivered against payment of the
         purchase price therefor as provided in this Agreement, will constitute
         valid and binding obligations of the Company, enforceable against the
         Company in accordance with their terms, except as the enforcement
         thereof may be

                                       4
<PAGE>

         limited by bankruptcy, insolvency (including, without limitation, all
         laws relating to fraudulent transfers), reorganization, moratorium or
         similar laws affecting enforcement of creditors' rights generally and
         except as enforcement thereof is subject to general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding in equity or at law), and will be in the form contemplated
         by, and entitled to the benefits of, the Indenture and the Registration
         Rights Agreement.

                  (xii)    Description of the Notes, the Indenture and the
         Registration Rights Agreement. The Notes, the Indenture and the
         Registration Rights Agreement will conform in all material respects to
         the respective statements relating thereto contained in the Offering
         Memorandum.

                  (xiii)   Absence of Defaults and Conflicts. Neither the
         Company nor any of its Material Subsidiaries is in violation of its
         charter or by-laws or other constituting or organizational document or
         in default in the performance or observance of any obligation,
         agreement, covenant or condition contained in any contract, indenture,
         mortgage, deed of trust, loan or credit agreement, note, lease or other
         agreement or instrument to which the Company or any of its Material
         Subsidiaries is a party or by which the Company or any of its Material
         Subsidiaries may be bound, or to which any of the property or assets of
         the Company or any of its Material Subsidiaries is subject
         (collectively, "Agreements and Instruments") except for such defaults
         that would not reasonably be expected to result in a Material Adverse
         Effect; and the execution, delivery and performance of this Agreement,
         the Registration Rights Agreement, the Indenture and the Notes and the
         consummation of the transactions contemplated herein and in the
         Offering Memorandum (including the issuance and sale of the Notes and
         the use of the proceeds from the sale of the Notes as described in the
         Offering Memorandum under the caption "Use of Proceeds") and compliance
         by the Company with its obligations hereunder and under the Indenture,
         the Registration Rights Agreement and the Notes do not and will not,
         whether with or without the giving of notice or passage of time or
         both, conflict with or constitute a breach of, or default or a
         Repayment Event (as defined below) under, or result in the creation or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any of its subsidiaries pursuant to, the
         Agreements and Instruments (except for such conflicts, breaches,
         defaults or Repayment Events or liens, charges or encumbrances that,
         singly or in the aggregate, would not reasonably be expected to result
         in a Material Adverse Effect), nor will such action result in any
         violation of (i) the provisions of the charter or by-laws or other
         constituting or organizational document of the Company or any of its
         Material Subsidiaries or (ii) any applicable law, statute, rule,
         regulation, judgment, order, writ or decree of any government,
         government instrumentality or court, domestic or foreign, having
         jurisdiction over the Company or any of its subsidiaries or any of
         their assets, properties or operations, except in the case of clause
         (ii), for such violation that would not result in a Material Adverse
         Effect. As used herein, a "Repayment Event" means any event or
         condition which gives the holder of any note, debenture or other
         evidence of indebtedness (or any person acting on such holder's behalf)
         the right to require the repurchase, redemption or repayment prior to
         the stated maturity or repayment thereof of all or a portion of such
         indebtedness by the Company or any of its subsidiaries.

                                       5
<PAGE>

                  (xiv)    Absence of Labor Dispute. No labor dispute with the
         employees of the Company or any of its Material Subsidiaries exists or,
         to the knowledge of the Company, is imminent which, in either case,
         might be expected to have a Material Adverse Effect.

                  (xv)     Absence of Proceedings. Except as disclosed in the
         Offering Memorandum, there is no action, suit, proceeding, inquiry or
         investigation before or brought by any court or governmental agency or
         body, domestic or foreign, now pending, or, to the knowledge of the
         Company, threatened, against or affecting the Company or any of its
         subsidiaries, which, singly or in the aggregate, if determined
         adversely, would reasonably be expected to result in a Material Adverse
         Effect.

                  (xvi)    Absence of Manipulation. Neither the Company nor any
         affiliate of the Company has taken, nor will the Company or any
         affiliate take, directly or indirectly, any action which is designed to
         or which has constituted or which would be expected to cause or result
         in stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Notes.

                  (xvii)   Possession of Intellectual Property. The Company and
         its subsidiaries own or possess, or can acquire on reasonable terms,
         adequate patents, patent rights, licenses, inventions, copyrights,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, and to the Company's
         knowledge, neither the Company nor any of its subsidiaries has received
         any notice or is otherwise aware of any infringement of or conflict
         with asserted rights of others with respect to any Intellectual
         Property or of any facts or circumstances which would render any
         Intellectual Property invalid or inadequate to protect the interest of
         the Company or any of its subsidiaries therein, and which infringement
         or conflict (if the subject of any unfavorable decision, ruling or
         finding) or invalidity or inadequacy, singly or in the aggregate, would
         result in a Material Adverse Effect.

                  (xviii)  Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Company of
         its obligations hereunder or under the Registration Rights Agreement or
         the Indenture, in connection with the offering, issuance or sale of the
         Notes hereunder, or the consummation of the transactions contemplated
         by this Agreement or the Offering Memorandum, or for the due execution,
         delivery or performance by the Company of this Agreement, the
         Registration Rights Agreement or the Indenture, or for the valid
         authorization, issuance, sale and delivery of the Notes, except such as
         have been already obtained and or as may be required under the 1933 Act
         or the 1933 Act Regulations or state securities laws in connection with
         the transactions contemplated in the Registration Rights Agreement and
         except for the qualification of the Indenture under the Trust Indenture
         Act of 1939, as amended (the "1939 Act").

                  (xix)    Investment Company Act. Neither the Company nor any
         of its subsidiaries is, nor upon the issuance and sale of the Notes as
         herein contemplated and

                                       6
<PAGE>

         the application of the net proceeds therefrom as described in the
         Offering Memorandum will be, an "investment company" or an entity
         "controlled" by an "investment company," as such terms are defined in
         the Investment Company Act of 1940, as amended.

                  (xx)     Good and Marketable Title. The Company and each of
         its Material Subsidiaries have good and marketable title in fee simple
         to all real property and good and marketable title to all personal
         property owned by them, in each case free and clear of all liens,
         encumbrances and defects, and all assets held under lease by the
         Company and its Material Subsidiaries are held by them under valid,
         subsisting and enforceable leases, with such exceptions to each of the
         above statements that are described in the Offering Memorandum or that
         have not had and would not, singly or in the aggregate, reasonably be
         expected to have a Material Adverse Effect.

                  (xxi)    Environmental Laws. There has been no storage,
         disposal, generation, manufacture, refinement, transportation, handling
         or treatment of toxic wastes, medical wastes, hazardous wastes or
         hazardous substances by the Company or any of its subsidiaries (or, to
         the knowledge of the Company, any of their predecessors in interest)
         at, upon or from any of the property now or previously owned or leased
         by the Company or its subsidiaries in violation of, and the Company or
         any of its subsidiaries has no liability under, any applicable law,
         ordinance, rule, regulation, order, judgment, decree or permit or which
         would require remedial action under any applicable law, ordinance,
         rule, regulation, order, judgment, decree or permit, except for any
         violation or remedial action which would not have, or could not be
         reasonably likely to have, singularly or in the aggregate with all such
         violations and remedial actions, a Material Adverse Effect; there has
         been no material spill, discharge, leak, emission, injection, escape,
         dumping or release of any kind onto such property or into the
         environment surrounding such property of any toxic wastes, medical
         wastes, solid wastes, hazardous wastes or hazardous substances due to
         or caused by the Company or any of its subsidiaries or with respect to
         which the Company or any of its subsidiaries have knowledge, except for
         any such spill, discharge, leak, emission, injection, escape, dumping
         or release which would not have or would not be reasonably likely to
         have, singularly or in the aggregate with all such spills, discharges,
         leaks, emissions, injections, escapes, dumpings and releases, a
         Material Adverse Effect. The terms "hazardous wastes," "toxic wastes,"
         "hazardous substances" and "medical wastes" shall have the meanings
         specified in any applicable local, state, federal and foreign laws or
         regulations with respect to environmental protection.

                  In the ordinary course of its business, the Company conducts a
         periodic review of the effect of any and all applicable foreign,
         federal, state and local laws and regulations relating to the
         protection of human health and safety, the environment or hazardous or
         toxic substances or wastes, pollutants or contaminants ("Environmental
         Laws") on the business, operations and properties of the Company and
         its subsidiaries, in the course of which it identifies and evaluates
         associated costs and liabilities (including, without limitation, any
         capital or operating expenditures required for clean-up, closure of
         properties or compliance with Environmental Laws or any permit, license
         or approval, any related constraints on operating activities and any
         potential liabilities to third parties). On the basis of such review,
         the Company has reasonably concluded that such associated

                                       7
<PAGE>

         costs and liabilities have not had and would not, singularly or in the
         aggregate, reasonably be expected to have a Material Adverse Effect.

                  (xxii)   ERISA. The Company is in compliance in all material
         respects with all presently applicable provisions of the Employee
         Retirement Income Security Act of 1974, as amended, including the
         regulations and published interpretations thereunder ("ERISA"); no
         "reportable event" (as defined in ERISA) has occurred with respect to
         any "pension plan" (as defined in ERISA) for which the Company would
         have any liability; the Company has not incurred and does not expect to
         incur liability under (A) Title IV of ERISA with respect to the
         termination of, or withdrawal from, any "pension plan" or (B) Section
         412 or 4971 of the Internal Revenue Code of 1986, as amended, including
         the regulations and published interpretations thereunder (the "Code");
         and each "pension plan" for which the Company would have any liability
         that is intended to be qualified under Section 401(a) of the Code is so
         qualified in all material respects and nothing has occurred, whether by
         action or by failure to act, which would cause the loss of such
         qualification.

                  (xxiii)  Insurance. The Company and each of its subsidiaries
         carry, or are covered by, insurance in such amounts and covering such
         risks as is adequate for the conduct of their respective businesses and
         the value of their respective properties, other than as otherwise
         disclosed in the Offering Memorandum.

                  (xxiv)   Taxes. The Company has filed all federal, state and
         local income and franchise tax returns required to be filed through the
         date hereof and has paid all taxes due thereon, and no tax deficiency
         has been determined adversely to the Company or any of its subsidiaries
         which has had, nor does the Company have any knowledge of any tax
         deficiency which, if determined adversely to the Company or any of its
         subsidiaries, might have, a Material Adverse Effect.

                  (xxv)    Internal Controls. The Company (A) makes and keeps
         accurate books and records and (B) maintains internal accounting
         controls which provide reasonable assurance that (i) transactions are
         executed in accordance with management's authorization, (ii)
         transactions are recorded as necessary to permit preparation of its
         financial statements and to maintain accountability for its assets,
         (iii) access to its assets is permitted only in accordance with
         management's authorization and (iv) the reported accountability for its
         assets is compared with existing assets at reasonable intervals.

                  (xxvi)   No Unlawful Payments. To the best of the Company's
         knowledge after due inquiry, neither the Company nor any of its
         subsidiaries, nor any director, officer, agent, employee or other
         person associated with or acting on behalf of the Company or any of its
         subsidiaries, has used any corporate funds for any unlawful
         contribution, gift, entertainment or other unlawful expense relating to
         political activity; made any direct or indirect unlawful payment to any
         foreign or domestic government official or employee from corporate
         funds; violated or is in violation of any provision of the Foreign
         Corrupt Practices Act of 1977; or made any bribe, rebate, payoff,
         influence payment, kickback or other unlawful payment.

                                       8
<PAGE>

                  (xxvii)  No Brokerage Commission; Finder's Fee. To the best of
         the Company's knowledge after due inquiry, there are no contracts,
         agreements or understandings between the Company and any person that
         would give rise to a valid claim against the Company or any Initial
         Purchaser for a brokerage commission, finder's fee or other like
         payment in connection with this offering.

                  (xxviii) Dividend Payments. No Material Subsidiary of the
         Company is currently prohibited, directly or indirectly, under any
         agreement or other instrument to which it is a party or is subject,
         from paying any dividends to the Company, from making any other
         distribution on such Material Subsidiary's capital stock or from
         repaying to the Company any loans or advances to such Material
         Subsidiary from the Company.

                  (xxix)   Similar Offering. Neither the Company nor any of its
         affiliates, as such term is defined in Rule 501(b) under the 1933 Act
         (each, an "Affiliate"), has, directly or indirectly, solicited any
         offer to buy, sold or offered to sell or otherwise negotiated in
         respect of, or will solicit any offer to buy, sell or offer to sell or
         otherwise negotiate in respect of, in the United States or to any
         United States citizen or resident, any security which is or would be
         integrated with the sale of the Notes in a manner that would require
         the Notes to be registered under the 1933 Act.

                  (xxx)    Rule 144A Eligibility. The Notes are eligible for
         resale pursuant to Rule 144A and will not be, at the Closing Time, of
         the same class as securities listed on a national securities exchange
         registered under Section 6 of the 1934 Act, or quoted in a U.S.
         automated interdealer quotation system.

                  (xxxi)   No Directed Selling Efforts. With respect to those
         offered Securities sold in reliance on Regulation S, (A) none of the
         Company, its Affiliates or any person acting on its or their behalf
         (other than the Initial Purchasers, as to whom the Company makes no
         representation) has engaged or will engage in any directed selling
         efforts within the meaning of Regulation S and (B) each of the Company
         and its Affiliates and any person acting on its or their behalf (other
         than the Initial Purchasers, as to whom the Company makes no
         representation) has complied and will comply with the offering
         restrictions requirement of Regulation S.

                  (xxxii)  No General Solicitation or General Advertising. None
         of the Company, its Affiliates or any person acting on its or any of
         their behalf (other than the Initial Purchasers and their respective
         Affiliates, as to whom the Company makes no representation) has engaged
         or will engage, in connection with the offering of the Notes, in any
         form of general solicitation or general advertising within the meaning
         of Rule 502(c) under Regulation D of the 1933 Act.

                  (xxxiii) No Registration Required. Subject to compliance by
         the Initial Purchasers with the representations and warranties and the
         procedures set forth in Section 6 hereof, it is not necessary in
         connection with the offer, sale and delivery of the Notes to the
         Initial Purchasers and the initial resale by the Initial Purchasers to
         each Subsequent Purchaser in the manner contemplated by this Agreement
         and the Offering Memorandum to register the Notes under the 1933 Act or
         to qualify the Indenture under the 1939 Act.

                                       9
<PAGE>

                  (xxxiv)  Reporting Company. The Company is subject to and in
         compliance with the reporting requirements of Section 13 or Section
         15(d) of the 1934 Act.

                  (xxxv)   Sarbanes-Oxley Compliance. There is and has been no
         failure in any material respect on the part of the Company or, to the
         Company's knowledge, any of the Company's directors or officers in
         their capacities as such, to comply with any provision of the
         Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
         connection therewith (the "Sarbanes-Oxley Act"), including Section 402
         related to loans and Sections 302 and 906 related to certifications.

                  (xxxvi)  Reclassification. The reclassifications in the
         amounts of $4.0 million, $5.0 million, $5.0 million and $5.8 million
         and $5.3 million for the five years ended May 31, 2003, and $1.7
         million for the three-month-period ended August 31, 2002, from the
         Company's selling, general and administrative expenses to cost of sales
         as presented in the Offering Memorandum do not reflect a material
         change to the Company's audited and unaudited consolidated financial
         statements as reported in the Company's 1934 Act reports filed with the
         Commission.

         (b) Officer's Certificates. Any certificate signed by any officer of
the Company delivered to the Initial Purchasers or to counsel for the Initial
Purchasers shall be deemed a representation and warranty by the Company to the
Initial Purchasers as to the matters covered thereby.

         SECTION 2. Sale and Delivery to Initial Purchasers; Closing.

         (a) Notes. On the basis of the representations, warranties and
agreements herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Initial Purchaser, severally and not
jointly, and each Initial Purchaser, severally and not jointly, agrees to
purchase from the Company at the price set forth in Schedule B hereto the
principal amount of the Notes set forth opposite the name of such Initial
Purchaser in Schedule A plus any additional principal amount of Notes that such
Initial Purchaser may become obligated to purchase pursuant to the provisions of
Section 11 hereof.

         (b) Payment. Payment of the purchase price for, and delivery of one or
more global certificates for, the Notes shall be made at the offices of Shearman
& Sterling LLP, 599 Lexington Avenue, New York, New York 10022, or at such other
place as shall be agreed upon by the Representatives and the Company, at 9:00
A.M. (Eastern time) on the third business day after the date hereof (unless
postponed in accordance with the provisions of Section 11 hereof), or at such
other time not later than ten business days after such date as shall be agreed
upon by the Representatives and the Company (such time and date of payment and
delivery being herein called the "Closing Time").

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Initial Purchasers of the
Notes to be purchased by them. It is understood that each Initial Purchaser has
authorized the Representatives, for their accounts, to accept delivery of,
receipt for, and make payment of the purchase price for the Notes that it has

                                       10
<PAGE>

agreed to purchase. Wachovia Capital Markets, LLC, individually and not as
representative of the Initial Purchasers, may (but shall not be obligated to)
make payment of the purchase price for the Notes to be purchased by any Initial
Purchaser whose funds have not been received by the Closing Time or the relevant
Date of Delivery, as the case may be, but such payment shall not relieve such
Initial Purchaser from its obligations hereunder.

         (c) Denominations; Registration. Certificates for the Notes shall be in
such denominations (of $1,000 or integral multiples thereof) and registered in
such names as the Representatives may request in writing at least one full
business day before the Closing Time or the relevant Date of Delivery, as the
case may be; provided that any Notes in global form be registered in the name of
Cede & Co. The certificates for the Notes will be made available for examination
and packaging by the Initial Purchasers in The City of New York not later than
10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the
relevant Date of Delivery, as the case may be.

         SECTION 3. Covenants of the Company. The Company covenants with each
Initial Purchaser as follows:

         (a) Offering Memorandum. The Company, as promptly as possible, will
furnish to the Initial Purchasers, without charge, such number of copies of the
Offering Memorandum and any amendments and supplements thereto and any
Incorporated Documents as the Initial Purchasers may reasonably request.

         (b) Notice and Effect of Material Events. The Company will immediately
notify each Initial Purchaser, and confirm such notice in writing, of (x) any
filing made by the Company of information relating to the offering of the Notes
with any securities exchange or any other securities regulatory body in the
United States or any other jurisdiction, and (y) prior to the completion of the
placement of the Notes by the Initial Purchasers as evidenced by a notice from
the Initial Purchasers to the Company in writing, any material changes in or
affecting the condition, financial or otherwise, or the earnings, business or
business prospects of the Company and its subsidiaries considered as one
enterprise which (i) make any statement in the Offering Memorandum false or
misleading or (ii) are not disclosed in the Offering Memorandum. In such event
or if during such time any event shall occur as a result of which it is
necessary, in the reasonable opinion of any of the Company, its counsel, the
Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement
the Offering Memorandum in order that the Offering Memorandum not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances then existing, the Company will forthwith amend or supplement the
Offering Memorandum by preparing and furnishing to each Initial Purchaser an
amendment or amendments of, or a supplement or supplements to, the Offering
Memorandum (in form and substance satisfactory in the reasonable opinion of
counsel for the Initial Purchasers) so that, as so amended or supplemented, the
Offering Memorandum will not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances existing at the time it is delivered to a
Subsequent Purchaser, not misleading.

         (c) Amendments to Offering Memorandum and Supplements. The Company will
advise each Initial Purchaser promptly of any proposal to amend or supplement
the Offering

                                       11
<PAGE>

Memorandum and will not effect any such amendment or supplement without the
consent of the Initial Purchasers. Neither the consent of the Initial
Purchasers, nor the Initial Purchasers' delivery of any such amendment or
supplement, shall constitute a waiver of any of the conditions set forth in
Section 5 hereof.

         (d) Qualifications of Notes for Offer and Sale. The Company will use
its best efforts, in cooperation with the Initial Purchasers, to qualify the
Notes for offering and sale under the applicable securities laws of such states
and other jurisdictions as the Representatives may designate and will maintain
such qualification in effect as long as required in connection with the
distribution of the Notes; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Notes have been so qualified, the Company will file
such statements and reports as may be required by the laws of such jurisdiction
to continue such qualification in effect for so long as may be required in
connection with the distribution of the Notes.

         (e) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Notes in the manner indicated in the Offering Memorandum
under "Use of Proceeds."

         (f) Rating of Notes. The Company shall take all reasonable action
necessary to enable Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc. ("S&P") and Moody's Investor Service, Inc.
("Moody's") to provide their respective credit ratings of the Notes.

         (g) Restriction on Sale of Notes. During a period of 45 days from the
date of the Offering Memorandum, the Company will not, without the prior written
consent of the Representatives, directly or indirectly, issue, sell, offer or
agree to sell, grant any option for the sale of, or otherwise dispose of, any
other similar debt securities of the Company or securities of the Company that
are convertible into, or exchangeable for, the offered Notes or such other
similar debt securities. The foregoing sentence shall not apply to (A) the Notes
to be sold hereunder, (B) the Exchange Notes (as defined in the Registration
Rights Agreement) to be issued by the Company pursuant to the terms of the
Registration Rights Agreement and (C) commercial paper issued by the Company in
the ordinary course of its business.

         (h) DTC. The Company will cooperate with the Representatives and use
its best efforts to permit the Notes to be eligible for clearance and settlement
through the facilities of DTC.

         (i) Reporting Requirements. The Company, during the period when the
Offering Memorandum is required to be delivered, will file all documents
required to be filed with the Commission pursuant to the 1934 Act within the
time periods required by the 1934 Act and the 1934 Act Regulations.

         SECTION 4. Payment of Expenses.

         (a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing, delivery to the Initial Purchasers and any filing of the
Offering Memorandum (including financial statements and any

                                       12
<PAGE>

schedules or exhibits and any Incorporated Document) and of each amendment or
supplement thereto, (ii) the preparation, printing and delivery to the Initial
Purchasers of this Agreement, any Agreement among Initial Purchasers, the
Indenture, the Notes, the Registration Rights Agreement and such other documents
as may be required in connection with the offer, purchase, sale, issuance or
delivery of the Notes, (iii) the preparation, issuance and delivery of the
certificates for the Notes to the Initial Purchasers including any transfer
taxes, any stamp or other duties payable upon the sale, issuance and delivery of
the Notes to the Initial Purchasers and any charges of DTC in connection
therewith, (iv) the fees and disbursements of the Company's counsel, accountants
and other advisors, (v) the qualification of the Notes under securities laws in
accordance with the provisions of Section 3(d), including filing fees and the
reasonable fees and disbursements of counsel for the Initial Purchasers in
connection therewith and in connection with the preparation of the Blue Sky
Survey and any supplement thereto, (vi) any fees of the NASD in connection with
the Notes, (vii) the fees and expenses of the Trustee, including the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Notes, (viii) the fees and expenses of any transfer agent or registrar for
the Notes, (ix) any fees payable in connection with the rating of the Notes and
(x) all reasonable costs and expenses relating to investor presentations,
including any "road show" presentations undertaken in connection with the
marketing of the offering of the Notes, including, without limitation, expenses
associated with the production of road show slides, graphics and Bloomberg
presentation recordings.

         (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section 10
hereof, the Company shall reimburse the Initial Purchasers for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Initial Purchasers.

         SECTION 5. Conditions of Initial Purchasers' Obligations. The
obligations of the several Initial Purchasers hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company delivered
pursuant to the provisions hereof, to the performance by the Company of its
covenants and other obligations hereunder, and to the following further
conditions:

         (a) Opinions of Counsel for the Company. At the Closing Time, the
Initial Purchasers shall have received the opinion of P. Kelly Tompkins, General
Counsel of the Company, and the opinion of Calfee, Halter & Griswold LLP,
counsel for the Company, each in form and substance satisfactory to counsel for
the Initial Purchasers and dated as of the Closing Time, to the effect set forth
in Exhibits B and C hereto, respectively. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of the officers of the Company and
certificates of public officials.

         (b) Opinion of Counsel for Initial Purchasers. At the Closing Time, the
Initial Purchasers shall have received the opinion, dated as of the Closing
Time, of Shearman & Sterling LLP, counsel for the Initial Purchasers, in form
and substance satisfactory to the Initial Purchasers. In giving such opinion
such counsel may rely, as to all matters governed by the laws of jurisdictions
other than the law of the State of New York, the federal law of the United
States and the General Corporation Law of the State of Delaware, upon the
opinions of counsel satisfactory to the Initial Purchasers. Such counsel may
also state that, insofar as such opinion

                                       13
<PAGE>

involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and certificates of public officials.

         (c) Officers' Certificate. At the Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Offering Memorandum (exclusive of any amendments or
supplements thereto after the date of this Agreement), any material adverse
change in the condition, financial or otherwise, or in the earnings, business or
business prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, and the
Initial Purchasers shall have received a certificate of the President or a
Senior Vice President of the Company and the Chief Financial Officer or Chief
Accounting Officer of the Company, dated as of the Closing Time, to the effect
that (i) there has been no such material adverse change, (ii) the
representations and warranties in Section 1(a) hereof are true and correct with
the same force and effect as though expressly made at and as of the Closing
Time, and (iii) the Company has complied with all of the agreements entered into
in connection with the transaction contemplated herein and satisfied all
conditions on its part to be performed or satisfied at or prior to the Closing
Time.

         (d) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the Initial Purchasers shall have received from Ciulla, Smith & Dale,
LLP a letter dated such date, in the form and substance satisfactory to the
Initial Purchasers, containing statements and information of the type ordinarily
included in accountants' comfort letters to Initial Purchasers with respect to
the financial statements and certain financial information contained in the
Offering Memorandum.

         (e) Bring-down Comfort Letter. At the Closing Time, the Initial
Purchasers shall have received from Ciulla, Smith & Dale, LLP a letter, dated as
of the Closing Time, to the effect that they reaffirm the statements made in the
letter furnished pursuant to subsection (d) of this Section, except that the
specified date referred to shall be a date not more than three business days
prior to the Closing Time.

         (f) Maintenance of Rating. At the Closing Time, the Notes shall be
rated at least BBB (negative outlook) by S&P and Baa3 (negative outlook) by
Moody's, and the Company shall have delivered to the Initial Purchasers a letter
dated the Closing Time, from each such rating agency, or other evidence
satisfactory to the Initial Purchasers, confirming that the Notes have such
rating. Since the date of this Agreement, there shall not have occurred a
downgrading in the rating assigned to the Notes or any of the Company's other
securities by any "nationally recognized statistical rating organization," as
that term is defined by the Commission for purposes of Rule 436(g)(2) under the
1933 Act, and no such security rating organization shall have publicly announced
that it has under surveillance or review, with possible negative implications
(other than as indicated above), its rating on the Notes or any of the Company's
other securities.

         (g) Indenture and Registration Rights Agreement. At or prior to the
Closing Time, the Company and the Trustee shall have duly executed and delivered
the Indenture, and the Company, and the Initial Purchasers shall have duly
executed and delivered the Registration Rights Agreement, and the Indenture and
the Registration Rights Agreement.

                                       14
<PAGE>

         (h) Additional Documents. At the Closing Time counsel for the Initial
Purchasers shall have been furnished with such documents, certificates and
opinions as they may reasonably request for the purpose of enabling them to pass
upon the issuance and sale of the Notes as herein contemplated, or in order to
evidence the accuracy and completeness of any of the representations or
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of
the Notes as herein contemplated shall be satisfactory in form and substance to
the Initial Purchasers and counsel for the Initial Purchasers.

         (i) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Initial Purchasers by notice to the Company
at any time at or prior to the Closing Time and such termination shall be
without liability of any party to any other party except as provided in Section
4 and except that Sections 1, 7, 8 and 9 shall survive any such termination and
remain in full force and effect.

         SECTION 6. Subsequent Offers and Resales of the Notes.

         (a) Offer and Sale Procedures. Each of the Initial Purchasers and the
Company, as the case may be, hereby establish and agree to observe the following
procedures in connection with the offer and sale of the Notes.

                  (i)      Offers and Sales to Qualified Institutional Buyers
         and Foreign Purchasers. Offers and sales of the Notes shall only be
         made to persons whom the offeror or seller reasonably believes to be
         qualified institutional buyers, as defined in Rule 144A ("Qualified
         Institutional Buyer") or, in the case of offers outside the United
         States, to persons other than U.S. persons (as defined in Regulation S)
         in reliance upon Regulation S. In each case, persons acquiring the
         Notes from the Initial Purchasers are deemed to have represented and
         agreed as provided in the Final Memorandum under the caption "Notice to
         Investors."

                  (ii)     No General Solicitation. No general solicitation or
         general advertising (within the meaning of Rule 502(c) under the 1933
         Act) shall be used in the United Stated in connection with the offering
         or sale of the Notes.

                  (iii)    Purchases by Non-Bank Fiduciaries. In the case of a
         non-bank Subsequent Purchaser of Notes acting as a fiduciary for one or
         more third parties, each third party shall, in the reasonable belief of
         such Initial Purchaser, be a Qualified Institutional Buyer or a
         non-U.S. person outside the United States, in each case, to whom the
         notice required in subsection (iv) below has been given.

                  (iv)     Subsequent Purchaser Notification. Each Initial
         Purchaser will take reasonable steps to inform, and cause each of its
         U.S. affiliates to take reasonable steps to inform, persons acquiring
         Notes from such Initial Purchaser or its affiliate that the Notes (A)
         have not been and will not be registered under the 1933 Act, (B) are
         being sold to them without registration under the 1933 Act in reliance
         on Rule 144A or Regulation S or in accordance with another exemption
         from registration under the 1933 Act, as the case

                                       15
<PAGE>

         may be, and (C) may not be offered, sold or otherwise transferred
         except (1) to the Company, (2) outside the United States in accordance
         with Regulation S or (3) inside the United States in accordance with
         (x) Rule 144A to a person whom the seller reasonably believes is a
         Qualified Institutional Buyer that is purchasing such Notes for its own
         account or for the account of a Qualified Institutional Buyer to whom
         notice is given that the offer, sale or transfer is being made in
         reliance on Rule 144A or (y) pursuant to another available exemption
         from registration under the 1933 Act.

                  (v)      Restrictions on Transfer. The transfer restrictions
         and the other provisions set forth in the Offering Memorandum under the
         caption "Transfer Restrictions," including the legend required thereby,
         shall apply to the Notes except as otherwise agreed by the Company and
         the Initial Purchasers. Following the sale of the Notes by the Initial
         Purchasers to each Subsequent Purchaser pursuant to the terms hereof,
         the Initial Purchasers shall not be liable or responsible to the
         Company for any losses, damages or liabilities suffered or incurred by
         the Company, including any losses, damages or liabilities under the
         1933 Act, arising from or relating to any subsequent resale or transfer
         of any Note.

         (b) Covenants of the Company. The Company covenants with each Initial
Purchaser as follows:

                  (i)      Integration. The Company agrees that it will not and
         will cause its Affiliates not to, directly or indirectly, solicit any
         offer to buy, sell or make any offer or sale of, or otherwise negotiate
         in respect of, securities of the Company or any Affiliate thereof of
         any class if, as a result of the doctrine of "integration" referred to
         in Rule 502 under the 1933 Act, such offer and sale would render
         invalid (for the purpose of (A) the sale of the Notes by the Company to
         the Initial Purchasers, (B) the resale of the Notes by the Initial
         Purchasers to Subsequent Purchasers, or (C) the resale of the Notes by
         such Subsequent Purchasers to others) the exemption from the
         registration requirements of the 1933 Act provided by Section 4(2)
         thereof or by Rule 144A thereunder or otherwise.

                  (ii)     Rule 144A Information. The Company agrees that, in
         order to render the Notes eligible for resale pursuant to Rule 144A
         under the 1933 Act, while any of the Notes remain outstanding, it will
         make available, upon request, to any holder of Notes or prospective
         purchasers of Notes the information specified in Rule 144A(d)(4),
         unless the Company furnishes information to the Commission pursuant to
         Section 13 or 15(d) of the 1934 Act.

                  (iii)    Restriction on Purchases. Until the expiration of two
         years after the original issuance of the Notes, the Company will not,
         and will cause its "affiliates" (as such term is defined in Rule
         144(a)(1) under the 1933 Act) not to, purchase or agree to purchase or
         otherwise acquire any Notes which are "restricted securities" (as such
         term is defined under Rule 144(a)(3) under the 1933 Act), whether as
         beneficial owner or otherwise (except as agent on behalf of and for the
         account of customers in the ordinary course of business as a securities
         broker in unsolicited broker's transactions) unless, immediately upon
         any such purchase, the Company or any such affiliate shall submit such
         Notes to the Trustee for cancellation.

                                       16
<PAGE>

         (c) Qualified Institutional Buyer. Each Initial Purchaser severally and
not jointly represents and warrants to, and agrees with, the Company that it is
a Qualified Institutional Buyer.

         SECTION 7. Indemnification.

         (a) Indemnification of Initial Purchasers. The Company agrees to
indemnify and hold harmless each Initial Purchaser and each person, if any, who
controls such Initial Purchaser within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained any
         Preliminary Offering Memorandum or the Final Offering Memorandum (or
         any amendment or supplement thereto), or the omission or alleged
         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, that with respect to any
         untrue statement or omission of material fact made in any Preliminary
         Offering Memorandum or the Final Offering Memorandum (or any amendment
         or supplement thereto), the indemnity agreement contained in this
         Section 7(a) shall not inure to the benefit of such Initial Purchaser
         or any person who controls such Initial Purchaser within the meaning of
         Section 15 of the 1933 Act or Section 20 of the 1934 Act from whom the
         person asserting any such loss, liability, claim, damage or expense
         purchased the securities concerned, to the extent that any such loss,
         liability, claim, damage or expense of such Initial Purchaser occurs
         under the circumstance where it shall have been established that (w)
         the Company had previously furnished copies of the Final Offering
         Memorandum to such Initial Purchaser within the time period specified
         herein, (x) the untrue statement or omission of a material fact
         contained in the Preliminary Offering Memorandum was corrected in the
         Final Offering Memorandum and (y) there was not sent or given to such
         person, at or prior to the written confirmation of the sale of such
         securities to such person, a copy of the Final Offering Memorandum;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 7(d) below) any such settlement is effected
         with the written consent of the Company; and

                  (iii)    against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by the
         Representatives), reasonably incurred in investigating, preparing or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

                                       17
<PAGE>

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Initial Purchaser through the Representatives expressly for use in the Offering
Memorandum (or any amendment or supplement thereto). The Company acknowledges
that the statement in (A) the fourth and fifth sentences of the second paragraph
on page i of the Offering Memorandum and (B) the fourth paragraph, the second
and third sentences of the fifth paragraph, and eight paragraph under the "Plan
of Distribution" section of the Preliminary Memorandum and Final Memorandum
relating to stabilization, communications to investors in the United Kingdom and
market-making activities constitute the only information furnished in writing by
or on behalf of the Initial Purchasers for inclusion in the Preliminary
Memorandum, the Final Memorandum or in any amendment or supplement thereto.

         (b) Indemnification of the Company. Each Initial Purchaser severally
agrees to indemnify and hold harmless the Company and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Offering Memorandum (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Initial Purchaser through the
Representatives expressly for use in the Offering Memorandum (or any amendment
or supplement thereto).

         (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by the Representatives,
and, in the case of parties indemnified pursuant to Section 7(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 or Section
8 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii)

                                       18
<PAGE>

does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

         (d) Settlement without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 7(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into, and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

         SECTION 8. Contribution. If the indemnification provided for in Section
7 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Initial Purchasers on the other hand from the offering of the Notes
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Initial Purchasers on
the other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.

         The relative benefits received by the Company on the one hand and the
Initial Purchasers on the other hand in connection with the offering of the
Notes pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Notes pursuant to
this Agreement (before deducting expenses) received by the Company and the total
discount received by the Initial Purchasers, bear to the aggregate initial
offering price of the Notes.

         The relative fault of the Company on the one hand and the Initial
Purchasers on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Initial Purchasers and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

         The Company and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section 8 were determined by pro
rata allocation (even if the Initial Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 8. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 8 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or

                                       19
<PAGE>

defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

         Notwithstanding the provisions of this Section 8, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Notes purchased and sold by it hereunder exceeds the
amount of any damages which such Initial Purchaser has otherwise been required
to pay by reason of any such untrue or alleged untrue statement or omission or
alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 8, each person, if any, who controls an
Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as such Initial
Purchaser, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company. The Initial Purchasers' respective
obligations to contribute pursuant to this Section are several in proportion to
the principal amount of Notes set forth opposite their respective names in
Schedule A hereto and not joint.

         SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any of its
subsidiaries submitted pursuant hereto shall remain operative and in full force
and effect, regardless of (i) any investigation made by or on behalf of any
Initial Purchaser or its affiliates or selling agents, any person controlling
any Initial Purchaser, its officers or directors or any person controlling the
Company and (ii) delivery of and payment for the Notes.

         SECTION 10. Termination of Agreement.

         (a) Termination; General. The Representatives may terminate this
Agreement by notice to the Company at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Offering Memorandum
(exclusive of any amendments or supplements thereto subsequent to the date of
this Agreement), any material adverse change in the condition, financial or
otherwise, or in the earnings, business or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to market the Notes or to enforce
contracts for the sale of the Notes, or (iii) if trading in any securities of
the Company has been suspended or materially limited by the Commission or the
New York Stock Exchange, or if trading generally on the American Stock Exchange
or the New York Stock

                                       20
<PAGE>

Exchange or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the National Association of Securities Dealers,
Inc. or any other governmental authority, or (iv) a material disruption has
occurred in commercial banking or securities settlement or clearance services in
the United States, or (v) if a banking moratorium has been declared by either
federal or New York authorities.

         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 7, 8 and 9 shall survive such termination and remain in full force and
effect.

         SECTION 11. Default by One or More of the Initial Purchasers. If one or
more of the Initial Purchasers shall fail at the Closing Time to purchase the
Notes which it or they are obligated to purchase under this Agreement (the
"Defaulted Securities"), the Initial Purchasers shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Initial Purchasers, or any other initial purchasers, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Initial Purchasers shall
not have completed such arrangements within such 24-hour period, then:

                  (a) if the number of Defaulted Securities does not exceed 10%
         of the aggregate principal amount of the Notes to be purchased
         hereunder, each of the non-defaulting Initial Purchasers shall be
         obligated, severally and not jointly, to purchase the full amount
         thereof in the proportions that their respective underwriting
         obligations hereunder bear to the underwriting obligations of all
         non-defaulting Initial Purchasers; or

                  (b) if the number of Defaulted Securities exceeds 10% of the
         aggregate principal amount of the Notes to be purchased hereunder, this
         Agreement shall terminate without liability on the part of any
         non-defaulting Initial Purchaser.

         No action taken pursuant to this Section shall relieve any defaulting
Initial Purchaser from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement, either the Initial Purchasers or the Company shall have the
right to postpone the Closing Time for a period not exceeding seven days in
order to effect any required changes in the Offering Memorandum or in any other
documents or arrangements. As used herein, the term "Initial Purchaser" includes
any person substituted for an Initial Purchaser under this Section.

         SECTION 12. Tax Disclosure. Notwithstanding any other provision of this
Agreement, from the commencement of discussions with respect to the transactions
contemplated hereby, the Company (and each employee, representative or other
agent of the Company) may disclose to any and all persons, without limitation of
any kind, the tax treatment and tax structure (as such terms are used in
Sections 6011, 6111 and 6112 of the U.S. Code and the Treasury Regulations
promulgated thereunder) of the transactions contemplated by this Agreement and
all materials of

                                       21
<PAGE>

any kind (including opinions or other tax analyses) that are provided relating
to such tax treatment and tax structure.

         SECTION 13. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.

         Notices to the Initial Purchasers shall be directed to:

             Banc One Capital Markets, Inc.
             1 Bank One Plaza
             Chicago, IL 60670
             Attention: Structuring and Execution
             Fax: (312) 732-4773

             And

             Wachovia Capital Markets, LLC
             One Wachovia Center, Floor 7
             301 South College Street
             Charlotte, North Carolina 28288-0600

             Attention: Head of Investment Banking Grade Fixed Income Syndicate
             Fax: (704) 383-0661

             With a copy to:

             Shearman & Sterling LLP
             599 Lexington Avenue
             New York, 10022
             Attention: Abigail Arms
             Fax: (202) 508-8100

         Notices to the Company shall be directed to:

             RPM International Inc.
             P.O. Box 777
             2628 Pearl Road
             Medina, Ohio 44258
             Attention: General Counsel
             Fax: (330) 225-6574

             With a copy to:

             Calfee, Halter & Griswold LLP
             800 Superior Avenue, Suite 1400
             Cleveland, Ohio 44114
             Attention: Edward W. Moore

                                       22
<PAGE>

             Fax: (216) 241-0816

         SECTION 14. Parties. This Agreement shall inure to the benefit of and
be binding upon the Initial Purchasers and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Initial Purchasers and the Company and their respective successors and the
controlling persons referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Initial Purchasers and the Company and their respective
successors, and said controlling persons and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Notes from the Initial Purchasers shall be deemed to be a successor
by reason merely of such purchase.

         SECTION 15. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 16. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

         SECTION 17. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

                                       23
<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Initial Purchasers and the Company in accordance with its terms.

                                             Very truly yours,

                                             RPM INTERNATIONAL INC.

                                             By:     /s/ P. Kelly Tompkins
                                                 -------------------------------
                                                 Name: P. Kelly Tompkins
                                                 Title: Senior Vice President,
                                                        General Counsel and
                                                        Secretary

Accepted as of the date hereof.

BANC ONE CAPITAL MARKETS, INC.
WACHOVIA CAPITAL MARKETS, LLC

Acting severally on behalf of themselves
   and the several Initial Purchasers named
   in Schedule A hereto

By: BANC ONE CAPITAL MARKETS, INC.

    By: /s/ Steven F. Greene
        -----------------------------------
        Name: Steven F. Greene
        Title: Director

By: WACHOVIA CAPITAL MARKETS, LLC

    By: /s/ Steven J. Taylor
        -----------------------------------
        Name: Steven J. Taylor
        Title: Director

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                          Principal Amount of
             Name of Initial Purchaser                           Notes
--------------------------------------------------------  -------------------
<S>                                                       <C>
Banc One Capital Markets, Inc...........................     $ 70,000,000
Wachovia Capital Markets, LLC...........................       70,000,000
J.P. Morgan Securities Inc..............................       30,000,000
Fifth Third Securities, Inc.............................       10,000,000
Mellon Financial Markets, LLC...........................       10,000,000
U.S. Bancorp Piper Jaffray Inc..........................       10,000,000
                                                             ------------
    Total...............................................     $200,000,000
                                                             ============
</TABLE>

                                     SCH A-1

<PAGE>

                                   SCHEDULE B

                             RPM INTERNATIONAL INC.
                           6.25% SENIOR NOTES DUE 2013

         1. The initial offering price per $1,000 principal amount of the Notes
shall be $993.17.

         2. The purchase price to be paid by the Initial Purchasers for the
Notes shall be $986.67 per $1,000 principal amount of Notes, being an amount
equal to the initial offering price set forth in paragraph 1 above, less $6.50
per $1,000 principal amount of Notes.

         3. Cash interest on the Notes will be payable semi-annually in arrears
on December 15 and June 15 of each year, beginning June 15, 2004. The notes will
accrue interest from December 9, 2003.

         4. The Notes are redeemable at any time and from time to time at a
redemption price equal to the greater of 100% of the principal amount of Notes
being redeemed and the "make-whole amount" described in the Final Offering
Memorandum.

                                     SCH B-1
<PAGE>

                                   SCHEDULE C

                          LIST OF MATERIAL SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                      Jurisdiction of
                 Subsidiary                                             Corporation
                 ----------                                             -----------
<S>                                                                   <C>
RPM, Inc...............................................                     Ohio
RPM Industrial Holding Company.........................                   Delaware
RPM Consumer Holding Company...........................                   Delaware
StonCor Group, Inc.....................................                   Delaware
Dryvit Holdings, Inc...................................                 Rhode Island
Rust-Oleum Corporation.................................                   Illinois
Zinsser Co., Inc.......................................                  New Jersey
Tremco Incorporated....................................                     Ohio
DAP Products Inc.......................................                   Delaware
</TABLE>

                                     SCH C-1

<PAGE>

                                   SCHEDULE D

                        LIST OF SIGNIFICANT SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                 Jurisdiction of
                        Subsidiary                                                 Corporation
                        ----------                                                 -----------
<S>                                                                              <C>
StonCor Group, Inc.....................................                              Delaware
Dryvit Holdings, Inc...................................                            Rhode Island
Rust-Oleum Corporation.................................                              Illinois
Zinsser Co., Inc.......................................                             New Jersey
Tremco Incorporated....................................                                Ohio
DAP Products Inc.......................................                              Delaware
</TABLE>

                                     SCH D-1

<PAGE>

                                    EXHIBIT A

                      FORM OF REGISTRATION RIGHTS AGREEMENT

                                   Exhibit A-1

<PAGE>

                                    EXHIBIT B

                      FORM OF OPINION OF P. KELLY TOMPKINS
                         GENERAL COUNSEL OF THE COMPANY,
                    TO BE DELIVERED PURSUANT TO SECTION 5(a)

         (i)      The Company is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which its ownership or
lease of property or the conduct of its businesses require such qualification
and has all power and authority necessary to own or hold its properties and
conduct the businesses in which it is engaged, except where the failure to be so
qualified or to be in good standing as a foreign corporation have not had and
would not, singularly or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         (ii)     Each of the Material Subsidiaries has been duly incorporated
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which its ownership or
lease of property or the conduct of its business requires such qualification and
has all power and authority necessary to own or hold its properties and conduct
the business in which its is engaged, except where the failure to be so
qualified or to be in good standing as a foreign corporation has not and would
not, singularly or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         (iii)    All of the issued shares of capital stock of each Material
Subsidiary have been duly and validly authorized and issued and are fully paid
and non-assessable and are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims.

         (iv)     To the best of such counsel's knowledge after due inquiry and
other than as set forth in the Offering Memorandum, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property or assets of the Company or any of its
subsidiaries is the subject which, if determined adversely to the Company or any
of its subsidiaries, singularly or in the aggregate, might have a Material
Adverse Effect; and, to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

         (v)      The statements contained in the Offering Memorandum under the
captions "Business -- Environmental Matters," "Business -- Legal Proceedings,"
"Risk Factors -- The chemical and construction products industries in which we
serve expose us to inherent risks of claims and other litigation-related costs,
which could adversely impact our business" "Risk Factors -- Certain of our
subsidiaries, principally Bondex International, Inc., are defendants in numerous
asbestos-related personal injury lawsuits. Resolutions of existing and future
asbestos related lawsuits may have a material and adverse effect on our future
consolidated financial condition, operating results and liquidity," "Risk
Factors -- Environmental laws and regulations could subject us to significant
future expenditures or liabilities, which could have an adverse impact on our
business" and "Item 13. Certain Relationships and Related Transactions"
(incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended

                                   Exhibit B-1
<PAGE>

May 31, 2003) insofar as they describe charter documents, contracts, legal
proceedings, federal and state statutes, rules and regulations, constitute a
fair summary thereof.

         (vi)     The issue and sale of the Notes and the execution, delivery
and compliance by the Company with all of the provisions of the Purchase
Agreement, the Indenture, the Registration Rights Agreement and the Notes and
the consummation of the transactions contemplated thereby do not and will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other similar agreement or instrument to which the
Company or any of its Material Subsidiaries is a party or by which the Company
or any of its Material Subsidiaries is bound or to which any of the properties
or assets of the Company or any of it Material Subsidiaries is subject, (except
for such conflicts, breaches or violations that, singly or in the aggregate,
would not result in a Material Adverse Effect), nor will such actions result in
any violation of the provisions of the charter or by-laws of the Company or any
of its Material Subsidiaries or any statute or any order, rule or regulation
known to such counsel of any court or governmental agency or body having
jurisdiction over the Company or any of its Material Subsidiaries or any of
their properties or assets.

         (vii)    Neither the Company nor any of its Material Subsidiaries is in
violation of its charter or by-laws or other constituting or organizational
document.

         (viii)   There has been no storage, disposal, generation, manufacture,
refinement, transportation, handling or treatment of toxic wastes, medical
wastes, hazardous wastes or hazardous substances by the Company or any of its
subsidiaries (or, to the knowledge of the Company, any of their predecessors in
interest) at, upon or from any of the property now or previously owned or leased
by the Company or its subsidiaries in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or which would
require remedial action under any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit, except for any violation or remedial action
which would not have, or could not be reasonably likely to have, singularly or
in the aggregate with all such violations and remedial actions, a Material
Adverse Effect; there has been no material spill, discharge, leak, emission,
injection, escape, dumping or release of any kind onto such property or into the
environment surrounding such property of any toxic wastes, medical wastes, solid
wastes, hazardous wastes or hazardous substances due to or caused by the Company
or any of its subsidiaries or with respect to which the Company or any of its
subsidiaries have knowledge, except for any such spill, discharge, leak,
emission, injection, escape, dumping or release which have had and would not be
reasonably likely to have, singularly or in the aggregate with all such spills,
discharges, leaks, emissions, injections, escapes, dumpings and releases, a
Material Adverse Effect.

                  In rendering such opinion, such counsel may state that their
opinion is limited to matters governed by the Federal laws of the United States
of America, the General Corporation Law of the State of Ohio and the General
Corporation Law of the State of Delaware. Such opinion shall also be to the
effect that (x) such counsel has acted as counsel to the Company in connection
with the preparation of the Offering Memorandum and (y) based on the foregoing,
no facts have come to the attention of such counsel which lead them to believe
that the Offering Memorandum or any amendment or supplement thereto (except for
the financial statements and related schedules and other financial data included
or incorporated by reference therein, as to

                                   Exhibit B-2
<PAGE>

which such counsel need express no belief), at the time the Offering Memorandum
was issued, at the time any such amended or supplemented Offering Memorandum was
issued or at the Closing Time, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The foregoing opinion and statement may be qualified by a
statement to the effect that such counsel does not assume any responsibility for
the accuracy, completeness or fairness of the statements contained in the
Offering Memorandum (other than as set forth in clause (v) above).

                                   Exhibit B-3
<PAGE>

                                    EXHIBIT C

                FORM OF OPINION OF Calfee, Halter & Griswold LLP
                     UNITED STATES COUNSEL FOR THE COMPANY,
                    TO BE DELIVERED PURSUANT TO SECTION 5(a)

         (i)      The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware.

         (ii)     The documents incorporated by reference in the Offering
Memorandum (other than the financial statements and related schedules therein,
as to which such counsel need express no belief), when they were filed with the
Commission complied as to form in all material respects with the requirements of
the 1934 Act and the 1934 Act Regulations.

         (iii)    The statements contained in the Offering Memorandum under the
captions, "Description of Notes," "Exchange Offer; Registration Rights,"
"Description of our Other Indebtedness" and "Certain United States Federal
Income Tax Considerations," insofar as they describe charter documents,
contracts, legal proceedings, federal and state statutes, rules and regulations
and other legal matters, constitute a fair summary thereof.

         (iv)     The Purchase Agreement has been duly authorized, executed and
delivered by the Company.

         (v)      The Indenture has been duly authorized, executed and delivered
by the Company and constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors' rights generally
and except as enforcement thereof is subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law).

         (vi)     The Registration Rights Agreement has been duly authorized,
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law).

         (vii)    The Notes are in the form contemplated by the Indenture, have
been duly authorized, executed, issued and delivered by the Company and, when
authenticated by the Trustee in the manner provided in the Indenture, will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as enforcement
thereof is subject to general

                                   Exhibit C-1
<PAGE>

principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).

         (viii)   The issue and sale of the Notes and the execution, delivery
and performance by the Company with all of the provisions of the Purchase
Agreement, the Indenture, the Registration Rights Agreement and the Notes and
the consummation of the transactions contemplated thereby do not and will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument filed as an exhibit to
any of the documents incorporated by reference in the Offering Memorandum, nor
will such actions result in any violation of the provisions of the charter or
by-laws of the Company; and no consent, approval, authorization or order of, or
filing or registration with, any such court or governmental agency or body is
required for the execution, delivery and performance of the Purchase Agreement,
the Registration Rights Agreement or the Indenture or the consummation of the
transactions contemplated thereby, except for such consents, approvals,
authorizations, orders, filings or registrations as have been obtained or made
and or as may be required under the 1933 Act or the 1933 Act Regulations or
state securities laws in connection with the transactions contemplated in the
Registration Rights Agreement and except for the qualification of the Indenture
under the 1939 Act.

         (ix)     It is not necessary in connection with the offer, sale and
delivery of the Notes to the Initial Purchasers and each Subsequent Purchaser in
the manner contemplated by the Purchase Agreement and the Offering Memorandum to
register the Notes under the 1933 Act or to qualify the Indenture under the 1939
Act.

         (x)      The Company is not, nor as of the Closing Time after giving
effect to the offering and sale of the Notes and the application of the net
proceeds therefrom will it be, an "investment company" as defined in the
Investment Company Act of 1940, as amended.

         (xi)     The Notes, the Registration Rights Agreement and the Indenture
conform in all material respects to the descriptions thereof contained in the
Offering Memorandum.

                  In rendering such opinion, such counsel may state that their
opinion is limited to matters governed by the Federal laws of the United States
of America, the laws of the State of New York, the General Corporation Law of
the State of Ohio and the General Corporation Law of the State of Delaware. Such
opinion shall also be to the effect that (x) such counsel has acted as counsel
to the Company in connection with the preparation of the Offering Memorandum and
(y) based on the foregoing, no facts have come to the attention of such counsel
which lead them to believe that the Offering Memorandum or any amendment or
supplement thereto (except for the financial statements and related schedules
and other financial data included or incorporated by reference therein, as to
which such counsel need express no belief), at the time the Offering Memorandum
was issued, at the time any such amended or supplemented Offering Memorandum was
issued or at the Closing Time, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The foregoing opinion and statement may be qualified by a
statement to the effect that such counsel

                                   Exhibit C-2
<PAGE>

does not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Offering Memorandum (other than as set forth in
clauses (iii) and (xi) above).

                                   Exhibit C-3