exv10w13w6



 





Exhibit 10.13.6




AMENDMENT NO. 5




TO THE




RPM INTERNATIONAL INC. DEFERRED COMPENSATION PLAN




     THIS AMENDMENT NO. 5 to the RPM International Inc. Deferred Compensation Plan (the “Plan”) is
executed by RPM International Inc. (the “Company”) as of the date set forth below.



WITNESSETH:




     WHEREAS, the Company established the Plan on May 31, 2002 and 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, Section 409A of the Internal Revenue Code (the “Code”) generally is effective with
respect to amounts deferred under the Plan after December 31, 2004; and



     WHEREAS, the Internal Revenue Service has issued transition guidance for amounts subject to
Code Section 409A and such guidance permits initial deferral elections for salary and bonuses paid
in 2005 to be made until March 15, 2005, permits participants to terminate participation in the
Plan or to cancel deferral election until December 31, 2005 and permits participants to make
distribution elections until December 31, 2006 (collectively the “Transition Rules”); and



     WHEREAS, the Company desires to amend the Plan to provide the elections permitted by the
Transition Rules; 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 January 1, 2005, the
Company hereby amends the Plan as follows:



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     1. Section 3.3 of the Plan is hereby amended by the addition of a new paragraphs (d) and (e)
to read as follows:




	 	“(d)	 	Notwithstanding paragraphs (a), (b) and (c) of this Section,
and any other provision of the Plan that may provide, or may be interpreted to
provide, to the contrary, a Participant may make an irrevocable deferral
election as provided in this paragraph (d) with respect to amounts deferred
under this Plan that are subject to Code Section 409A and that relate all or in
part to services performed on or before December 31, 2005. Such irrevocable
deferral election must be made on an Election Form that is completed, signed
and submitted to the Committee by the earlier of (i) the date that such amounts
have been paid or become payable, or (ii) March 15, 2005. The amount deferred
pursuant to such election together with other amounts deferred for the Plan
Year must satisfy the minimum deferral amounts of Section 3.1.
	 
	 	(e)	 	Notwithstanding paragraphs (a), (b) (c) and (d), and any other
provision of the Plan that may provide, or may be interpreted to provide, to
the contrary, with regard to amounts subject to Code Section 409A, a
Participant may elect to terminate all or a level of his or her participation
in the Plan or elect to cancel all or a portion of his or her deferral election
provided such election is provided to the Committee on or before December 31,
2005. The amounts subject to the termination or cancellation election shall be
paid to the Participant in, and included in the income of the Participant for,
2005 or, if later, on the date the Participant earns and is vested in such
amounts.”





     2. Article 3 of the Plan is hereby amended by the addition of a new Section 3.13 to read as
follows:




	 	“3.13.	 	Change In Distribution Elections Before December 31, 2006 For Code
Section 409A Amounts. A Participant’s vested Account Balance shall be paid
as provided by the Plan and, where permitted under the Plan, as elected by the
Participant. On or before December 31, 2006, a Participant may change his or
her payment elections (including any election regarding the form and timing of
a payment) for vested amounts and benefits of the Plan that are subject to Code
Section 409A and that are deferred prior to the election. A Participant may
not in calendar year 2006, however, change any payment election with respect to
any vested amounts or
benefits subject to Code Section 409A that he or she would otherwise receive
in calendar year 2006, or cause any such amount or benefit to be paid in
calendar year 2006 that would otherwise not be received in calendar year
2006.”




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     IN WITNESS WHEREOF, RPM INTERNATIONAL INC., by its duly authorized officer, has caused this
Amendment No. 5 to the RPM International Inc. Deferred Compensation Plan to be signed this 16th day
of December, 2005.



	 	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronald A. Rice
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Senior Vice President 

	 	 







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