0000950152-05-007057 Sample Contracts

RPM INTERNATIONAL INC. RPM INTERNATIONAL INC. 2004 OMNIBUS EQUITY AND INCENTIVE PLAN PERFORMANCE-EARNED RESTRICTED STOCK (PERS) AND ESCROW AGREEMENT
Performance-Earned Restricted Stock and Escrow Agreement • August 15th, 2005 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Delaware

THIS PERFORMANCE-EARNED RESTRICTED STOCK AND ESCROW AGREEMENT (the “Agreement”), is entered into as of this ___day of ___(the “Effective Date”), by and between RPM International Inc., a Delaware corporation (the “Company”), and «NAME» (the “Grantee”).

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AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 15th, 2005 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Illinois
AMENDMENT NO. 4 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • August 15th, 2005 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Illinois

THIS AMENDMENT NO. 4 TO RECEIVABLES SALE AGREEMENT, dated as of March 8, 2005, is by and among Weatherproofing Technologies, Inc., a Delaware corporation, DAP Products Inc., a Delaware corporation, The Testor Corporation, an Ohio corporation, Zinsser Co., Inc., a New Jersey corporation, Tremco Incorporated, an Ohio corporation, Rust-Oleum Corporation, an Illinois corporation, The Euclid Chemical Company, an Ohio corporation, and Republic Powdered Metals, Inc., an Ohio corporation, Tremco Barrier Solutions, Inc., a Delaware corporation f/k/a Koch Waterproofing Solutions, Inc. (each of the foregoing, an “Originator” and collectively, the “Originators”), and RPM Funding Corporation, a Delaware corporation (“Buyer”), and pertains to that certain Receivables Sale Agreement dated as of June 6, 2002, by and among the Originators and Buyer, as heretofore amended (the “Agreement”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such

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