exv10w13w5



 





Exhibit 10.13.5




AMENDMENT NO. 4




TO THE




RPM INTERNATIONAL INC. DEFERRED COMPENSATION PLAN




     THIS AMENDMENT NO. 4 to the RPM International Inc. Deferred Compensation Plan (hereinafter
known as the “Plan”) is executed by RPM International Inc. (hereinafter known as the “Company”) as
of the date set forth below.



WITNESSETH:




     WHEREAS, the Company maintains the Plan for the benefit of a select group of management
employees, highly compensated employees and directors of the Company and its subsidiaries; and



     WHEREAS, the Company through action taken by its Board of Directors has adopted the RPM
International 2004 Omnibus Equity and Incentive Plan (the “Omnibus Plan”) which provides for a
variety of equity-based and incentive awards; and



     WHEREAS, in order for the Omnibus Plan to be fully effective under the New York Stock Exchange
rules, it must be approved by a vote of the stockholders of the Company; and



     WHEREAS, the Company desires to amend the Plan to provide for crediting of certain interests
cancelled and surrendered under the Omnibus Plan and to create accounts and administrative
procedures necessary for the implementation of such credits; and



     WHEREAS, the Company reserved the right, pursuant to Section 13.2 of the Plan, to make certain
amendments thereto;

     NOW, THEREFORE, pursuant to Section 13.2 of the Plan and effective as of the date that the
Company’s stockholders approve the Omnibus Plan, the Company hereby amends the Plan as follows:



 









 





     1. Section 1.1 of the Plan is hereby amended by the deletion of said Section 1.1 in its
entirety and the substitution in lieu thereof the following:




	 	“1.1 	 	 ‘Account Balance’ shall mean, with respect to a Participant, a credit on the
records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the
Company Contribution Account balance, (iii) the Company Restoration Matching Account
balance, (iv) the Restricted Stock Account balance, (v) the Stock Dividend Account
balance, (vi) the Performance Share Account balance, (vii) the Stock Appreciation
Rights Account balance, (viii) the Option Account balance and (ix) the Dividend
Equivalent Account balance. The Account Balance shall be a bookkeeping entry only and
shall be utilized solely as a device for the measurement and determination of the
amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to
this Plan. The Account Balance shall not include a Participant’s Merger Account.”





     2. Article 1 of the Plan is hereby amended by the addition of a new Section 1.6A to read as
follows:




	 	“1.6A 	 	 ‘Annual Dividend Equivalent Amount’ shall mean, with respect to a Participant
for any one Plan Year, the amount of Dividend Equivalents deferred in accordance with
Section 3.9. In the event of a Participant’s Retirement, Disability (if deferrals
cease in accordance with Section 9.1), death or Termination of Employment prior to the
end of a Plan Year, such year’s Annual Dividend Equivalent Amount shall be the actual
amount deferred prior to such event.”





     3. Article 1 of the Plan is hereby amended by the addition of a new Section 1.6B to read as
follows:




	 	“1.6B 	 	 ‘Annual Option Amount’ shall mean, with respect to a Participant for any one
Plan Year, the value of the shares of Stock distributable in accordance with an Option
deferred in accordance with Section 3.9, calculated using the closing price of Stock at
the end of the business day closest to the date such Options would otherwise be
exercised, but for the election to defer. In the event of a Participant’s Retirement,
Disability (if deferrals cease in accordance with Section 9.1), death or a Termination
of Employment prior to the end of a Plan Year, such year’s Annual Option Amount shall
be the actual amount deferred prior to such event.”





     4. Article 1 of the Plan is hereby amended by the addition of a new Section 1.6C to read as
follows:



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	 	“1.6C 	 	 ‘Annual Performance Share Amount’ shall mean, with respect to a Participant
for any one Plan Year, the amount of Performance Shares deferred in accordance with
Section 3.9, calculated using the closing price of Stock at the end of the business day
closest to the date such Performance Shares would otherwise vest if the Performance
Shares or Performance Units are payable in shares of Stock, or the date such
Performance Shares or Performance Units would otherwise be distributed if they are
payable in cash, but for the election to defer. In the event of a Participant’s
Retirement, Disability (if deferrals cease in accordance with Section 9.1), death or a
Termination of Employment prior to the end of a Plan Year, such year’s Annual
Performance Share Amount shall be the actual amount deferred prior to such event.”





     5. Article 1 of the Plan is hereby amended by the addition of a new Section 1.6D to read as
follows:




	 	“1.6D 	 	 ‘Annual Stock Appreciation Rights Amount’ shall mean, with respect to a
Participant for any one Plan Year, the amount of Stock Appreciation Rights deferred in
accordance with Section 3.9, calculated using the closing price of Stock at the end of
the business day closest to the date such Stock Appreciation Rights would otherwise
vest if the Stock Appreciation Rights are payable in shares of Stock, or the date such
Stock Appreciation Rights would otherwise be distributed if the Stock Appreciation
Rights are payable in cash, but for the election to defer. In the event of a
Participant’s Retirement, Disability (if deferrals cease in accordance with Section
9.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s
Annual Stock Appreciation Rights Amount shall be the actual amount deferred prior to
such event.”





     6. Article 1 of the Plan is hereby amended by the addition of a new Section 1.28A to read as
follows:




	 	“1.28A 	 	 ‘Dividend Equivalent’ shall mean rights to receive an amount of money equal to the
dividends paid from time to time on a specified number of shares of Stock under the RPM
International Inc. 2004 Omnibus Equity and Incentive Plan or any other similar stock
incentive plan sponsored by the Company.”





     7. Article 1 of the Plan is hereby amended by the addition of a new Section 1.28B to read as
follows:




	 	“1.28B 	 	 ‘Dividend Equivalent Account’ shall mean (i) the sum of all of a Participant’s Annual
Dividend Equivalent Amounts, plus (ii) amounts credited in accordance with all the
applicable crediting and debiting provisions of this Plan that relate to the
Participant’s Dividend Equivalent Account, less (iii) all distributions made to




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	 	 	 	the
Participant or his or her Beneficiary pursuant to this Plan that relate to the
Participant’s Dividend Equivalent Account.”





     8. Article 1 of the Plan is hereby amended by the addition of a new Section 1.35B to read as
follows:




	 	“1.35B 	 	 ‘Option’ shall mean an option to purchase shares of Stock granted under the RPM
International Inc. 2004 Omnibus Equity and Incentive Plan or any other similar stock
incentive plan sponsored by the Company and, where the context requires, Stock
distributable in accordance with such an option.”





     9. Article 1 of the Plan is hereby amended by the addition of a new Section 1.35C to read as
follows:




	 	“1.35C 	 	 ‘Option Account’ shall mean (i) the sum of all of a Participant’s Annual Option
Amounts, plus (ii) amounts credited in accordance with all the applicable crediting and
debiting provisions of this Plan that relate to the Participant’s Option Account, less
(iii) all distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Participant’s Option Account.”





     10. Article 1 of the Plan is hereby amended by the addition of a new Section 1.36A to read as
follows:




	 	“1.36A 	 	 ‘Performance Share’ shall mean a right to receive a specified number of shares of
Stock, and/or an amount of money determined by reference to the fair market value of a
specified number of shares of Stock, at a future time or times if a specified
performance goal is attained granted under the RPM International Inc. 2004 Omnibus
Equity and Incentive Plan or any other similar stock incentive plan sponsored by the
Company. Except as otherwise provided, the term ‘Performance Share’ shall be deemed to
include ‘Performance Units’ under the RPM International Inc. 2004 Omnibus Equity and
Incentive Plan or any other similar stock incentive plan sponsored by the Company.”





     11. Article 1 of the Plan is hereby amended by the addition of a new Section 1.36B to read as
follows:




	 	“1.36B 	 	 ‘Performance Share Account’ shall mean (i) the sum of all of a Participant’s Annual
Performance Share Amounts plus (ii) amounts credited in accordance
with all the applicable crediting and debiting provisions of this Plan that relate
to the Participant’s Performance Share Account, less (iii) all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that relate to the
Participant’s Performance Share Account.”




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     12. Article 1 of the Plan is hereby amended by the addition of a new Section 1.48A to read as
follows:




	 	“1.48A 	 	 ‘Stock Appreciation Rights’ shall mean rights to receive an amount of money, or a
number shares of Stock that have a fair market value on the date of exercise of such
Stock Appreciation Rights, or a combination of money and shares valued at fair market
value on such date, equal to the amount by which the fair market value of a share of
Stock on the date of such exercise exceeds the exercise price of the Stock Appreciation
Rights, multiplied by the number of Stock Appreciation Rights exercised.”





     13. Article 1 of the Plan is hereby amended by the addition of a new Section 1.48B to read as
follows:




	 	“1.48B 	 	 ‘Stock Appreciation Rights Account’ shall mean (i) the sum of all of a Participant’s
Annual Stock Appreciation Rights Amounts plus (ii) amounts credited in accordance with
all the applicable crediting and debiting provisions of this Plan that relate to the
Participant’s Stock Appreciation Rights Account, less (iii) all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that relate to the
Participant’s Stock Appreciation Rights Account.”





     14. Section 1.41 of the Plan is hereby amended by the deletion of said Section 1.41 in its
entirety and the substitution in lieu thereof the following:




	 	“1.41 	 	 ‘Restricted Stock’ shall mean rights to receive unvested shares of
restricted stock selected by the Committee in its sole discretion and awarded
to the Participant under the RPM International Inc. 2004 Omnibus Equity and
Incentive Plan, the 2002 RPM International Inc. Performance Accelerated
Restricted Stock Plan, the RPM International Inc. 1997 Restricted Stock Plan or
any other similar stock incentive plan sponsored by the Company. The term
‘Restricted Stock’ shall be deemed to include ‘Restricted Share Units’ under
the RPM International Inc. 2004 Omnibus Equity and Incentive Plan or any other
similar stock incentive plan sponsored by the Company.”





     15. Section 1.42 of the Plan is hereby amended by the deletion of said Section 1.42 in its
entirety and the substitution in lieu thereof the following:




	 	“1.42. 	 	 ‘Restricted Stock Account’ shall mean the aggregate value, measured on any
given date, of (i) the number of shares of Restricted Stock deferred by a
Participant as a result of all Annual Restricted Stock Amounts, plus (ii)




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	 	 	 	the
number of shares of Restricted Stock cancelled under the RPM International Inc.
2004 Omnibus Equity and Incentive Plan, the 2002 RPM International Inc.
Performance Accelerated Restricted Stock Plan, the RPM International Inc. 1997
Restricted Stock Plan or any other similar stock incentive plan sponsored by
the Company where a corresponding number of shares is to be credited to the
Restricted Stock Account pursuant to the terms of the applicable stock
incentive plan, plus (iii) the number of additional shares credited as a result
of deemed reinvestment of dividends in accordance with all the applicable
crediting provisions of the RPM, Inc. Stock Unit Fund I that relate to the
Participant’s Restricted Stock Account, less (iv) the number of shares of
Restricted Stock previously distributed to the Participant or his or her
Beneficiary pursuant to this Plan. Except as may otherwise be provided in
Article 15, this portion of the Participant’s Account Balance shall only be
distributable in actual shares of Stock.”





     16. Subsection (b) of Section 3.2 of the Plan is hereby amended by the deletion of said
subsection (b) in its entirety and the substitution in lieu thereof the following:




	 	“(b) 	 	 Annual Equity and Incentive Grants. For each equity and/or incentive
grant, a Participant may elect to defer as follows:





	 	 	 
	Deferral
	 	Minimum Percentage
	Restricted Stock
	 	0%
	Dividend Equivalents
	 	0%
	Options and/or Stock distributable in accordance with 

an Option
	 	0%
	Performance Shares
	 	0%
	Stock Appreciation Rights
	 	0%







	 	 	 	If no election is made with respect to any category, the amount deferred for such
category shall be zero.”





     17. Subsection (c) of Section 3.3 of the Plan is hereby amended by the deletion of said
subsection (c) in its entirety and the substitution in lieu thereof the following:




	 	“(c) 	 	 Annual Equity and Incentive Interest Deferrals.
Notwithstanding paragraphs (a) and (b), for an election to defer Restricted
Stock, Dividend Equivalents, Options, Performance Shares or Stock Appreciation
Rights
(each an “Equity or Incentive Interest”)to be valid: (i) a separate
irrevocable Election Form must be completed and signed by the Participant,
with respect to such Equity or Incentive Interest; and (ii) such




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	 	 	 	Election
Form must be timely delivered to and accepted by the Committee in accordance
with the following: (i) for the first Plan Year, a Participant’s Election
Form with respect to such Equity or Incentive Interest must be delivered to
and accepted by the Committee in accordance with the deadlines established
by the Committee; and (ii) for each succeeding Plan Year, a Participant’s
Election Form with respect to such Equity or Incentive Interest must be
timely delivered to and accepted by the Committee on a date on which they
are determined by the Committee to be “Contingent Interests” under the RPM
International Inc. 2004 Omnibus Equity and Incentive Plan or, with respect
to Restricted Stock under the 2002 RPM International Inc. Performance
Accelerated Restricted Stock Plan, the RPM International Inc. 1997
Restricted Stock Plan or any other similar stock incentive plan sponsored by
the Company, at least six (6) months prior to the date such Restricted Stock
vests under the terms of such plans.”





     18. Subsection (c) of Section 3.6 of the Plan is hereby amended by the deletion of said
Subsection (c) in its entirety and the substitution in lieu thereof the following new Subsections
(c) and (d):




	 	 	“(c) 	 An Employer shall automatically credit a Participant’s
Performance Share Account with any cash dividends, stock dividends or
other non-cash dividends that would have been payable on a
Participant’s Performance Shares which have been deferred or cancelled
and credited to this Plan. The amount so credited to a Participant
pursuant to this Section 3.6(c) shall (i) to the extent attributable to
Performance Shares or Performance Units payable in shares of Stock,
automatically be deemed to be invested in the RPM International Inc.
Stock Unit Fund I, and (ii) be credited to the Participant’s
Performance Share Account on a date or dates to be determined by the
Committee, in its sole discretion.
	 
	 	 	(d) 	The amount credited to the Participant’s Stock Dividend
Account, Restricted Stock Account or Performance Share Account under
this Section 3.6 for a particular cash dividend, stock dividend or
other non-cash dividend shall be equal to the fair market value of the
dividend on the date it is payable. For purposes of any dividend
payable in Stock or in other securities traded on a national securities
exchange, “fair market value” shall mean the closing price on the date
the dividend is paid.”





     19. Section 3.9 of the Plan is hereby amended by the deletion of said Section 3.9 in its
entirety and the substitution in lieu thereof the following:



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	 	“3.9 	 	 Annual Equity and Incentive Amounts. Subject to Section 3.3(c)
and any terms and conditions imposed by the Committee, Participants may elect
to defer, under the Plan:






	 	(a)	 	Restricted Stock, which shall be for that Participant
the Annual Restricted Stock Amount for that Plan Year;
	 
	 	(b)	 	Dividend Equivalents, which shall be for that
Participant the Annual Dividend Equivalent Amount for that Plan Year;
	 
	 	(c)	 	Options, which shall be for that Participant the Annual
Option Amount for that Plan Year;
	 
	 	(d)	 	Performance Shares, which shall be for that Participant
the Annual Performance Share Amount for that Plan Year; and
	 
	 	(e)	 	Stock Appreciation Rights, which shall be for that
Participant the Annual Stock Appreciation Right Amount for that Plan
Year.






	 	 	 	The portion of any of the foregoing deferred interests shall, at the time
such interests would have vested, or restrictions on such interests would
have lapsed, under the terms of the RPM International Inc. 2004 Omnibus
Equity and Incentive Plan, the 2002 RPM International Inc. Performance
Accelerated Restricted Stock Plan, the RPM International Inc. 1997
Restricted Stock Plan or any other similar stock incentive plan sponsored by
the Company, as applicable, but for the election to defer, be reflected on
the books of the Company as an unfunded, unsecured promise to deliver to the
Participant a specific number of actual shares of Stock or cash, as the case
may be, in the future.”





     20. Subsection (c) of Section 3.10 of the Plan is hereby amended by the deletion of said
subsection (c) in its entirety and the substitution in lieu thereof the following:




	 	“(c) 	 	 A Participant shall be vested in his or her Company Contribution
Account and Restricted Stock Account in accordance with the vesting schedule(s)
set forth in his or her Plan Agreement, employment agreement, or any other
agreement entered into between the Participant and his or her Employer.
However, amounts credited to the Company Contribution Account and interests
credited to the Restricted Stock Account, Dividend Equivalent Account, Option
Account, Performance Share Account and Stock Appreciation Account as a result
of cancellation or surrender of
interests granted under the RPM International Inc. 2004 Omnibus Equity and
Incentive Plan, the 2002 RPM International Inc. Performance Accelerated
Restricted Stock Plan, the RPM International Inc. 1997 Restricted Stock Plan
or any other similar stock incentive plan sponsored




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	 	 	 	by the Company shall be
fully vested when they would have become fully vested, or when restrictions
on such interests would have lapsed, but for the election to defer. If not
addressed in such agreements or plan, a Participant shall vest in his or her
Company Contribution Account and Restricted Stock Account in accordance with
the schedule declared by the Committee in its sole discretion.”





     21. Subsection (c) of Section 3.11 of the Plan is hereby amended by the deletion of said
subsection (c) in its entirety and the substitution in lieu thereof the following:




	 	“(c) 	 	 RPM, Inc. Stock Unit Fund I.






	 	(i)	 	Participants’ Restricted Stock Account, any portion of their
Performance Share Account attributable to Performance Shares or Performance
Units payable in shares of Stock and any portion of their Option Account
attributable to shares of Stock will be automatically allocated to the RPM,
Inc. Stock Unit Fund I Measurement Fund. Participants may not select any other
Measurement Fund to be used to determine the amounts to be credited or debited
to these accounts or portions of accounts. Furthermore, no other portion of
the Participant’s Account Balance can be either initially allocated or
re-allocated to the RPM, Inc. Stock Unit Fund I. Amounts allocated to the RPM,
Inc. Stock Unit Fund I shall only be distributable in actual shares of Stock.
	 
	 	(ii)	 	Any stock dividends, cash dividends or other non-cash dividends
that would have been payable on the Stock credited to a Participant’s
Restricted Stock Account, Performance Share Account or Option Account shall be
credited to the respective accounts in the form of additional shares of Stock
and shall automatically and irrevocably be deemed to be re-invested in the RPM,
Inc. Stock Unit Fund I until such amounts are distributed to the Participant.
The number of shares credited to the Participant for a particular stock
dividend shall be equal to (a) the number of shares of Stock credited to the
Participant’s account as of the payment date for such dividend in respect of
each share of Stock, multiplied by (b) the number of additional shares of Stock
actually paid as a dividend in respect of each share of Stock. The number of
shares credited to the Participant for a particular cash dividend or other
non-cash dividend shall be equal to (a) the number of shares of Stock credited
to the Participant’s account as of the payment date for such dividend in
respect of each share of Stock, multiplied by (b) the fair market value of the
dividend, divided by (c) the “fair market value” of the Stock on the payment
date for such dividend.
	 
	 	(iii)	 	The number of shares of Stock credited to the Participant’s
Restricted Stock Account, Performance Share Account and Option Account may be
adjusted by the Committee, in its sole discretion, to prevent dilution or
enlargement of a Participant’s rights in the event of any reorganization,




9









 






	 	 	 	reclassification, stock split, or other unusual corporate transaction or event
which affects the value of the Stock, provided that any such adjustment shall
be made taking into account any crediting of shares of Stock to the Participant
under Section 3.11(c)(ii) above in connection with such transaction or event.
	 
	 	(iv)	 	For purposes of this Section 3.11(c), “fair market value” shall
mean for any day the average of the high and low sales price or, in the event
that no such sale takes place on such day, the average of the reported closing
bid and asked prices, in either case as reported on the principal national
securities exchange on which the Stock is listed or admitted to trading.”





     22. Section 5.3 of the Plan is hereby amended by the deletion of said Section 5.3 in its
entirety and the substitution in lieu thereof the following:




	 	“5.3 	 	 Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies. If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee (i) to suspend any
deferrals required to be made by such Participant or (ii) to suspend any
deferrals required to be made by such Participant and receive a partial or full
payout from the Plan. The payout shall not exceed the lesser of the
Participant’s vested Account Balance and vested Merger Account balance,
excluding the portion of the Account Balance attributable to the Restricted
Stock Account, Performance Share Account, Option Account, Dividend Equivalent
Account and Stock Appreciation Right Account, calculated as if such Participant
were receiving a Termination Benefit, or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency. A Participant may not receive a
payout from the Plan to the extent that the Unforeseeable Financial Emergency
is or may be relieved (i) through reimbursement or compensation by insurance or
otherwise, (ii) by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship or
(iii) by suspension of deferrals under this Plan. If the Committee, in its
sole discretion, approves a Participant’s petition for suspension, the
Participant’s deferrals under this Plan shall be suspended as of the date of
such approval. If the Committee, in its sole discretion, approves a
Participant’s petition for suspension and payout, the Participant’s deferrals
under this Plan shall be suspended as of the date of such approval and the
Participant shall receive a payout from the Plan within sixty (60) days of the
date of such approval.”





     23. Section 5.4 of the Plan is hereby amended by the deletion of said Section 5.4 in its
entirety and the substitution in lieu thereof the following:



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





     24. Section 9.1 of the Plan is hereby amended by the deletion of said Section 9.1 in its
entirety and the substitution in lieu thereof the following:




	 	“9.1 	 	 Disability Waiver.






	 	(a)	 	Waiver of Deferral. A Participant who is determined to
be suffering from a Disability shall be (i) excused from fulfilling that
portion of the Annual Deferral Amount commitment that would otherwise have been
withheld from a Participant’s Base Annual Salary, Annual Bonus, Special
Incentive Plan Amounts and/or Director Fees for the Plan Year during which the
Participant first suffers a Disability, (ii) excused from fulfilling any
existing unvested Restricted Stock commitments, and (iii) excused from
fulfilling any existing unvested Performance Share commitments to the extent
provided in the RPM International 2004 Omnibus Equity and Incentive Plan or
other relevant stock incentive plan sponsored by the Company. During the
period of Disability, the Participant shall not be allowed to make any
additional deferral elections, but will continue to be considered a Participant
for all other purposes of this Plan.
	 
	 	(b)	 	Deferral Following Disability. If a Participant
returns to employment, or service as a Director, with an Employer after a
Disability ceases, the Participant may elect to defer an Annual Deferral
Amount, Annual Restricted Stock Amount, Annual Dividend Equivalent Amount,
Annual Option Amount, Annual Performance Share Amount and Annual Stock




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	 	 	 	Appreciation Right Amount for the Plan Year following his or her return to
employment or service and for every Plan Year thereafter while a Participant in
the Plan; provided such deferral elections are otherwise allowed and an
Election Form is delivered to and accepted by the Committee for each such
election in accordance with Section 3.3 above.”





     25. Article 15 of the Plan is hereby amended by the deletion of said Article 15 in its
entirety and the substitution in lieu thereof of the following new Article 15:



“ARTICLE 15

Satisfaction of Participants’ Tax Obligations





	 	15.1	 	Mandatory Sale of Shares of Stock. Subject to the terms, conditions
and restrictions specified under this Plan, the Committee shall, prior to making a
payout in Stock from a Participant’s Account Balance and Merger Account (whether a lump
sum, installment or other payout), sell or cause to be sold the fewest number of shares
of Stock held in such accounts necessary to generate sufficient proceeds of such sale
to equal (or exceed by not more than the actual sale price of a single share of Stock)
the Participant’s projected tax liability determined by multiplying (A) the aggregate
maximum marginal federal and applicable state and local income tax rates on the date of
the distribution; by (B) the total number of shares of Stock to be distributed. The
Committee shall withhold the proceeds of such sale for purposes of satisfying the
Participant’s federal, state and local income taxes resulting from the payout of Stock.
The Participant shall provide the Committee with such stock powers and additional
information or documents as may be necessary for the Committee to discharge its
obligations under this Section.
	 
	 	15.2	 	Payments to Satisfy Tax Liability. The Committee shall deliver the
proceeds of the sale of shares of Stock pursuant to Section 15.1 to the Internal
Revenue Service and/or other taxing authority in satisfaction of the Participant’s tax
liability arising from the payout of Stock from such Participant’s Restricted Stock
Account, Performance Share Account and Option Account.”




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     IN WITNESS WHEREOF, RPM INTERNATIONAL INC., by its duly authorized officer, has caused this
Amendment No. 4 to the RPM International Inc. Deferred Compensation Plan to be signed this 10th day
of June, 2004.



	 	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Its:
	 	/s/ Janeen Kastner
 

Director of Human Resources 

	 	 
	 

	 	 	 	& Administration	 	 







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