0001299933-05-003175 Sample Contracts

RPM Letterhead]
Post-Retirement Consulting Agreement • June 29th, 2005 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods

As you are well aware, on April 12, 2002, in connection with your planned retirement as an executive officer and employee of RPM International Inc. (“RPM” or the “Company”), you entered into a Succession and Post-Retirement Consulting Agreement (the “Consulting Agreement”) with RPM. The Consulting Agreement provided that for the twenty-nine (29) month period immediately following your retirement as an employee of RPM (January 1, 2003 through May 31, 2005, the “Initial Consulting Period”), you would assist in the smooth and orderly transition of responsibilities within RPM’s executive management team by, among other things, utilizing your industry experience and business relationships to assist in corporate development related activities including identifying acquisition opportunities, as may be requested from time-to-time by the Company.

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