RPM INC/OH/, DEF 14A, 2000-08-30

RPM INC/OH/
DEF 14A, 2000-08-30
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS

Previous: XEROX CORP, 8-K, 2000-08-30

Next: HARRIS CORP /DE/, 10-K, 2000-08-30

<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary proxy statement [ ] Confidential, For Use of the
[X] Definitive proxy statement Commission Only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
</TABLE>

RPM, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the Filing Fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

RPM, INC. - 2628 Pearl Road - P.O. Box 777 - Medina, Ohio 44258 - 330-273-5090

[RPM LOGO]

THOMAS C. SULLIVAN
Chairman

August 30, 2000

TO RPM SHAREHOLDERS:

This year's Annual Meeting of RPM Shareholders will be held at 2:00 p.m.,
Eastern Daylight Time, Thursday, October 12, 2000, at the Holiday Inn Select
located at Interstate 71 and Route 82 East, Strongsville, Ohio.

In addition to discussing the items of business outlined in this Proxy
Statement, we look forward to giving you a progress report on the first quarter
of our current fiscal year, which will end on August 31. As in the past, there
will be an informal discussion of the Company's activities, during which time
your questions and comments will be welcomed.

We hope that you are planning to attend the Annual Meeting personally, and
we look forward to seeing you. Whether or not you expect to attend in person,
the return of the enclosed Proxy as soon as possible would be greatly
appreciated and will ensure that your shares will be represented at the Annual
Meeting. If you do attend the Annual Meeting, you may, of course, withdraw your
Proxy should you wish to vote in person.

On behalf of the Directors and management of RPM, I would like to thank you
for your continued support and confidence.

Sincerely yours,

/s/ Thomas C. Sullivan
THOMAS C. SULLIVAN
<PAGE> 3

[RPM LOGO]

2628 PEARL ROAD - P.O. BOX 777
MEDINA, OHIO 44258

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of RPM, Inc.
will be held at the Holiday Inn Select Strongsville, 15471 Royalton Road,
Strongsville, Ohio, located at Interstate 71 and Route 82 East, on Thursday,
October 12, 2000, at 2:00 P.M., Eastern Daylight Time, for the following
purposes:

(1) To elect three Directors in Class II for a three-year term ending in
2003;

(2) To consider and act upon a proposal to approve and adopt an amendment
to the RPM, Inc. 1996 Key Employees Stock Option Plan increasing the
number of shares for which options may be granted from 4,500,000 shares
to 9,000,000 shares; and

(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.

Holders of Common Shares of record at the close of business on August 18,
2000 are entitled to receive notice of and to vote at the Annual Meeting.

By Order of the Board of Directors.

P. KELLY TOMPKINS
Secretary

August 30, 2000

Please fill in and sign the enclosed Proxy and return the Proxy
in the envelope enclosed herewith.
<PAGE> 4

[RPM LOGO]

2628 PEARL ROAD - P.O. BOX 777
MEDINA, OHIO 44258

PROXY STATEMENT

MAILED ON OR ABOUT AUGUST 30, 2000

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 12, 2000

This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of RPM, Inc. (the "Company") to be used at the
Annual Meeting of Shareholders of the Company to be held on October 12, 2000,
and any adjournment or postponement thereof. The time, place and purposes of the
Annual Meeting are stated in the Notice of Annual Meeting of Shareholders which
accompanies this Proxy Statement.

The accompanying Proxy is solicited by the Board of Directors of the
Company. All validly executed Proxies received by the Board of Directors of the
Company pursuant to this solicitation will be voted at the Annual Meeting, and
the directions contained in such Proxies will be followed in each instance. If
no directions are given, the Proxy will be voted FOR the election of the three
nominees listed on the Proxy, and FOR the proposal to approve and adopt an
amendment to the Company's 1996 Key Employees Stock Option Plan.

Any person giving a Proxy pursuant to this solicitation may revoke it. A
shareholder, without affecting any vote previously taken, may revoke a Proxy by
giving notice to the Company in writing, in open meeting or by a duly executed
Proxy bearing a later date.

The expense of soliciting Proxies, including the cost of preparing,
assembling and mailing the Notice, Proxy Statement and Proxy, will be borne by
the Company. The Company may pay persons holding shares for others their
expenses for sending proxy materials to their principals. In addition to
solicitation of Proxies by mail, the Company's Directors, officers and
employees, without additional compensation, may solicit Proxies by telephone,
telegraph, and personal interview. The Company also may retain a third party to
aid in the solicitation of proxies.

VOTING RIGHTS

The record date for determination of shareholders entitled to vote at the
Annual Meeting was the close of business on August 18, 2000. On that date, the
Company had 102,015,030 Common Shares, without par value ("Common Shares"),
outstanding and entitled to vote at the Annual Meeting. Each Common Share is
entitled to one vote.

At the Annual Meeting, in accordance with the General Corporation Law of
Ohio and the Company's Code of Regulations, the inspectors of election appointed
by the Board of Directors for

1
<PAGE> 5

the Annual Meeting will determine the presence of a quorum and will tabulate the
results of shareholder voting. As provided by the General Corporation Law of
Ohio and the Company's Code of Regulations, holders of shares entitling them to
exercise a majority of the voting power of the Company, present in person or by
proxy at the Annual Meeting, will constitute a quorum for such meeting. The
inspectors of election intend to treat properly executed proxies marked
"abstain" as "present" for these purposes.

Nominees for election as Directors receiving the greatest number of votes
will be elected Directors. Votes that are withheld or broker non-votes in
respect of the election of Directors will not be counted in determining the
outcome of the election. The General Corporation Law of Ohio provides that if
notice in writing is given by any shareholder to the President, a Vice President
or the Secretary of the Company not less than 48 hours before the time fixed for
holding the meeting that the shareholder desires the voting at the election to
be cumulative, each shareholder shall have cumulative voting rights in the
election of Directors. Cumulative voting enables shareholders to give one
nominee for Director as many votes as is equal to the number of Directors to be
elected multiplied by the number of shares in respect of which a shareholder is
voting, or to distribute votes on the same principle among two or more nominees,
as the shareholder sees fit.

Pursuant to the Company's Code of Regulations, all other questions and
matters brought before the Annual Meeting will be decided, unless otherwise
provided by law or by the Articles of Incorporation of the Company, by the vote
of the holders of a majority of the shares entitled to vote thereon present in
person or by proxy at the Annual Meeting. In voting for such other proposals,
votes may be cast in favor, against or abstained. Abstentions will count as
present for purposes of the item on which the abstention is noted and will have
the effect of a vote against. Broker non-votes, however, are not counted as
present for purposes of determining whether a proposal has been approved and
will have no effect on the outcome of any such proposal.

2
<PAGE> 6

SHARE OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT

The following table sets forth the beneficial ownership of Common Shares as
of May 31, 2000, unless otherwise indicated, by (i) each person or group known
by the Company to own beneficially more than 5% of the outstanding Common
Shares, (ii) each Director and nominee for election as a Director of the
Company, (iii) each executive officer named in the Executive Compensation tables
below and (iv) all Directors and executive officers as a group. All information
with respect to beneficial ownership has been furnished by the respective
Director, nominee for election as a Director, or executive officer, as the case
may be. Unless otherwise indicated below, each person named below has sole
voting and investment power with respect to the number of shares set forth
opposite his or her respective name.

<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES
BENEFICIALLY PERCENTAGE OF
NAME OF BENEFICIAL OWNER OWNED(1) COMMON SHARES(1)
------------------------ ------------- ----------------
<S> <C> <C>
Max D. Amstutz(2)......................................... 24,843 *
Edward B. Brandon(3)...................................... 25,000 *
Lorrie Gustin(4).......................................... 2,209 *
E. Bradley Jones(5)....................................... 14,893 *
James A. Karman(6)........................................ 1,045,881 1.0
Donald K. Miller(7)....................................... 62,949 *
Kevin O'Donnell(8)........................................ 16,028 *
William A. Papenbrock(9).................................. 17,360 *
Albert B. Ratner(10)...................................... 6,250 *
Frank C. Sullivan(11)..................................... 307,447 0.3
Thomas C. Sullivan(12).................................... 1,774,117 1.7
Jerry Sue Thornton(13).................................... 0 *
All Directors and executive officers as a group (twenty
persons including the directors and executive officers
named above)(14)........................................ 3,656,199 3.5
</TABLE>

---------------

* Less than .1%.

(1) In accordance with Securities and Exchange Commission ("Commission") rules,
each beneficial owner's holdings have been calculated assuming full
exercise of outstanding options covering Common Shares, if any, exercisable
by such owner within 60 days after May 31, 2000, but no exercise of
outstanding options covering Common Shares held by any other person.

(2) Dr. Amstutz is a Director of the Company.

(3) Mr. Brandon is a Director of the Company.

(4) Ms. Gustin is a Director of the Company.

(5) Mr. Jones is a Director of the Company.

(6) Mr. Karman is a Director and an executive officer of the Company. Mr.
Karman's ownership is comprised of 212,119 Common Shares which he owns
directly, 42,627 Common Shares which are owned by his wife, 227,372 Common
Shares which are held by a family-owned corporation, of which Mr. Karman is
an officer and director, 29,457 Common Shares owned by the James A. Karman
Grantor Retained Annuity Trust, of which Mr. Karman serves as Trustee,
532,579 Common Shares which he has the right to acquire within 60 days
after May 31, 2000 through the exercise of stock options, and approximately
1,727 Common Shares held by Key Trust Company of Ohio, N.A.,
3
<PAGE> 7

as trustee of the RPM, Inc. 401(k) Plan, which represents Mr. Karman's
approximate percentage ownership of the total Common Shares held in the
RPM, Inc. 401(k) Plan as of May 31, 2000. The ownership of the shares held
by the James A. Karman Grantor Retained Annuity Trust, by his wife and by
the family-owned corporation is attributed to Mr. Karman pursuant to
Commission rules.

(7) Mr. Miller is a Director of the Company. Mr. Miller's share ownership is
comprised of 30,983 Common Shares which he owns directly and 31,966 Common
Shares held by his sons. The ownership of the shares held by his sons is
attributed to Mr. Miller pursuant to Commission rules.

(8) Mr. O'Donnell is a Director of the Company. Mr. O'Donnell's ownership is
comprised of 10,342 Common Shares which he owns through his retirement
plans, 3,186 Common Shares which are owned by his wife through her
retirement plans and 2,500 Common Shares owned jointly with his wife. The
ownership of the shares held by his wife is attributed to Mr. O'Donnell
pursuant to Commission rules. Mr. O'Donnell is retiring from the Board of
Directors as of the date of this year's Annual Meeting.

(9) Mr. Papenbrock is a Director of the Company. All of Mr. Papenbrock's Common
Shares are owned through his retirement plan for which National City Bank
is Trustee.

(10) Mr. Ratner is a Director of the Company.

(11) Mr. Frank C. Sullivan is a Director and an executive officer of the
Company. Mr. Sullivan's ownership is comprised of 84,818 Common Shares
which he owns directly, 30,000 Common Shares owned by the Frank C. Sullivan
Irrevocable Trust, 7,266 Common Shares which he holds as Custodian for his
sons, 183,751 Common Shares which he has the right to acquire within 60
days after May 31, 2000 through the exercise of stock options, and
approximately 1,612 Common Shares held by Key Trust Company of Ohio, N.A.,
as trustee of the RPM, Inc. 401(k) Plan, which represents Mr. Sullivan's
approximate percentage ownership of the total Common Shares held in the
RPM, Inc. 401(k) Plan as of May 31, 2000. The ownership of the shares held
as Custodian for his sons and by the Frank C. Sullivan Irrevocable Trust is
attributed to Mr. Sullivan pursuant to Commission rules.

(12) Mr. Thomas C. Sullivan is Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Sullivan's ownership is comprised of
665,705 Common Shares which he owns directly, 218,375 Common Shares which
are owned by his wife, 119,610 Common Shares owned by the Thomas C.
Sullivan Family Foundation, Inc., of which Mr. Sullivan serves as
Co-Trustee, 765,274 Common Shares which he has the right to acquire within
60 days after May 31, 2000 through the exercise of stock options, and
approximately 1,621 Common Shares held by Key Trust Company of Ohio, N.A.,
as trustee of the RPM, Inc. 401(k) Plan, which represents Mr. Sullivan's
approximate percentage ownership of the total Common Shares held in the
RPM, Inc. 401(k) Plan as of May 31, 2000. The ownership of the shares held
by his wife and by the Thomas C. Sullivan Family Foundation, Inc. is
attributed to Mr. Sullivan pursuant to Commission rules.

(13) Dr. Thornton is a Director of the Company.

(14) The number of Common Shares shown as beneficially owned by the Company's
Directors and executive officers as a group on May 31, 2000 includes
1,791,058 Common Shares which the Company's Directors and executive
officers as a group have the right to acquire within 60 days after said
date through the exercise of stock options granted to them under the
Company's stock option plans, and approximately 14,096 Common Shares held
by Key Trust Company of Ohio, N.A., as trustee of the RPM, Inc. 401(k)
Plan, which represents the group's approximate percentage ownership of the
total Common Shares held in the RPM, Inc. 401(k) Plan as of May 31, 2000.

4
<PAGE> 8

ELECTION OF DIRECTORS

The authorized number of Directors of the Company presently is fixed at
twelve, with the Board of Directors divided into three Classes of four Directors
each. The term of office of one Class of Directors expires each year, and at
each Annual Meeting of Shareholders the successors to the Directors of the Class
whose term is expiring at that time are elected to hold office for a term of
three years.

The term of office of Class II of the Board of Directors expires at this
year's Annual Meeting of Shareholders. The term of office of the persons elected
Directors in Class II at this year's Annual Meeting will expire at the time of
the Annual Meeting held in 2003. Each Director in Class II will serve until the
expiration of that term or until his or her successor shall have been duly
elected. The Board of Directors' nominees for election as Directors in Class II
are Ms. Lorrie Gustin and Messrs. James A. Karman and Donald K. Miller. Each of
the nominees currently serves as a Director in Class II. Mr. Kevin O'Donnell,
who currently serves as a Director in Class II, is retiring from the Board of
Directors as of the date of this year's Annual Meeting. The remaining
directorship in Class II will remain vacant. The Board of Directors may fill
such vacancy when an individual whose services would be beneficial to the
Company and its shareholders can be identified.

The Proxy holders named in the accompanying Proxy or their substitutes will
vote such Proxy at the Annual Meeting or any adjournment or postponement thereof
for the election as Directors of the three nominees unless the shareholder
instructs, by marking the appropriate space on the Proxy, that authority to vote
is withheld. If cumulative voting is in effect, the Proxy holders shall have
full discretion and authority to vote for any one or more of the nominees. In
the event of cumulative voting, the Proxy holders will vote the shares
represented by each Proxy so as to maximize the number of Board of Directors'
nominees elected to the Board. Each of the nominees has indicated his or her
willingness to serve as a Director, if elected. If any nominee should become
unavailable for election (which contingency is not now contemplated or
foreseen), it is intended that the shares represented by the Proxy will be voted
for such substitute nominee as may be named by the Board of Directors. In no
event will the accompanying Proxy be voted for more than three nominees or for
persons other than those named below and any such substitute nominee for any of
them.

NOMINEES FOR ELECTION

LORRIE GUSTIN PHOTO

LORRIE GUSTIN, age 75 -- Director since 1992.

Director of the National Association of Investors Clubs Trust since
1982, and Secretary of the World Federation of Investment Clubs since
1978. Ms. Gustin attended Pasadena State College. She served as an
officer and director of the N.A.I.C. Corporation (investment education)
from 1966 to 1983, and as President thereof from 1980 to 1983.

COMMON SHARES BENEFICIALLY OWNED: 2,209 NOMINEE FOR CLASS II
(TERM EXPIRING IN 2003)
</TABLE>

5
<PAGE> 9
<TABLE>
<S> <C> <C>

JAMES A. KARMAN PHOTO

JAMES A. KARMAN, age 63 -- Director since 1963.

Vice Chairman, RPM, Inc. Mr. Karman holds a B.S. degree from Miami
University (Ohio) and an M.B.A. degree from the University of Wiscon-
sin. Mr. Karman taught corporate finance at the University of Wiscon-
sin and was an Investment Manager, The Union Bank & Trust Company,
Grand Rapids, Michigan, prior to joining RPM, Inc. as Treasurer in
1963. Mr. Karman became Vice President and Treasurer in 1969, Vice
President, Secretary and Treasurer in 1972, and was elected Executive
Vice President in 1973. Mr. Karman served as President and Chief
Operating Officer of RPM, Inc. from 1978 to 1999. Mr. Karman was
elected Vice Chairman in August 1999. Mr. Karman also was Chief
Financial Officer of RPM, Inc. from 1982 until 1993. Mr. Karman is a
Director of A. Schulman, Inc., Metropolitan Financial Corp., and Shiloh
Industries, Inc.

COMMON SHARES BENEFICIALLY OWNED: 1,045,881 NOMINEE FOR CLASS II
(TERM EXPIRING IN 2003)

DONALD K. MILLER PHOTO

DONALD K. MILLER, age 68 -- Director since 1972.

Chairman of Axiom International Investor LLC, an international equity
asset management firm, since July 1999. From January 1992 to December
1997, Mr. Miller was Chairman of Greylock Financial Inc., a venture
capital firm. Mr. Miller served as Managing Partner of Greylock
Financial Partnership from December 1986 through December 1991 when
Greylock became incorporated. Formerly, Mr. Miller served as Chairman
and CEO of Thomson Advisory Group L.P. ("Thomson"), a money management
firm, from November 1990 to March 1993 and Vice Chairman from April
1993 to November 1994 when Thomson became PIMCO Advisors L.P. Mr.
Miller served as a Director of PIMCO Advisors, L.P. from November 1994
to December 1997. Mr. Miller is a Director of Layne Christensen
Company, a successor corporation to Christensen Boyles Corporation, a
supplier of mining products and services, where Mr. Miller served as
Chairman from January 1987 through December 1995. Mr. Miller received
his B.S. degree from Cornell University and his M.B.A. degree from
Harvard University Graduate School of Business Administration. Mr.
Miller is also a Director of Huffy Corporation.

COMMON SHARES BENEFICIALLY OWNED: 62,949 NOMINEE FOR CLASS II
(TERM EXPIRING IN 2003)
</TABLE>

6
<PAGE> 10
<TABLE>
<S> <C> <C>
DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER ANNUAL MEETING

EDWARD B. BRANDON PHOTO

EDWARD B. BRANDON, age 68 -- Director since 1989.

Retired Chairman, National City Corporation. Mr. Brandon received his
B.S. degree in economics from Northwestern University and his M.B.A.
degree from Wharton School of Banking and Finance. He joined National
City Bank in 1956. Mr. Brandon served as President of National City
Corporation and President and Chief Executive Officer of National City
Bank prior to his election as Chairman in September 1987, and served as
Chief Executive Officer of National City Bank until April 1989. Mr.
Brandon also served as Chief Executive Officer of National City
Corporation from September 1987 until July 1995. Mr. Brandon retired
from National City Corporation in October 1995, however, he remains on
the Corporation's Board of Directors.

COMMON SHARES BENEFICIALLY OWNED: 25,000 DIRECTOR IN CLASS I
(TERM EXPIRES IN 2001)

WILLIAM A. PAPENBROCK PHOTO

WILLIAM A. PAPENBROCK, age 61 -- Director since 1972.

Retired Partner, Calfee, Halter & Griswold LLP, Attorneys-at-law. Mr.
Papenbrock received his B.S. degree in Business Administration from
Miami University (Ohio) and his LL.B. degree from Case Western Reserve
Law School. After serving one year as the law clerk to Chief Justice
Taft of the Ohio Supreme Court, Mr. Papenbrock joined Calfee, Halter &
Griswold LLP as an attorney in 1964. He became a partner of the firm in
1969 and is the past Vice Chairman of the firm's Executive Committee.
Calfee, Halter & Griswold LLP serves as counsel to the Company.

COMMON SHARES BENEFICIALLY OWNED: 17,360 DIRECTOR IN CLASS I
(TERM EXPIRES IN 2001)

THOMAS C. SULLIVAN PHOTO

THOMAS C. SULLIVAN, age 63 -- Director since 1963.

Chairman and Chief Executive Officer, RPM, Inc. Mr. Thomas C. Sullivan
received his B.S. degree in Business Administration from Miami
University (Ohio). He joined RPM, Inc. as a Divisional Sales Manager in
1961 and was elected Vice President in 1967. He became Executive Vice
President in 1969, and in 1971 Mr. Sullivan was elected Chairman of the
Board, President and Chief Executive Officer of RPM, Inc. Mr. Sullivan
is a Director of Pioneer-Standard Electronics, Inc., National City
Bank, Huffy Corporation and Kaydon Corporation.

COMMON SHARES BENEFICIALLY OWNED: 1,774,117 DIRECTOR IN CLASS I
(TERM EXPIRES IN 2001)
</TABLE>

7
<PAGE> 11
<TABLE>
<S> <C> <C>

FRANK C. SULLIVAN PHOTO

FRANK C. SULLIVAN, age 39 -- Director since 1995.

President, RPM, Inc. Mr. Frank C. Sullivan entered the University of
North Carolina as a Morehead Scholar and received his B.A. degree in
1983. From 1983 to 1987, Mr. Sullivan held various commercial lending
and corporate finance positions at Harris Bank and First Union Na-
tional Bank prior to joining RPM as a Regional Sales Manager at its AGR
Company joint venture. In 1989, he became the Company's Director of
Corporate Development. He became a Vice President of the Company in
1991, Chief Financial Officer in 1993, Executive Vice President in 1995
and was elected President in August 1999.

COMMON SHARES BENEFICIALLY OWNED: 307,447 DIRECTOR IN CLASS I
(TERM EXPIRES IN 2001)

DR. MAX D. AMSTUTZ PHOTO

DR. MAX D. AMSTUTZ, age 71 -- Director since 1995.

Chairman since 1998 of SGS-Societe Generale de Surveillance Holding
S.A., Geneva Switzerland, a world leader in verification, testing and
certification. From 1994 to 2000, Dr. Amstutz was Chairman and Chief
Executive Officer of Von Roll Holding Ltd., a designer and manufac-
turer of environmental technology products, electrotechnical and in-
dustrial insulation systems and industrial metal specialities, and was
Vice Chairman of Alusuisse--Lonza Holding Ltd. from 1986 to 1999. Dr.
Amstutz received his degree in Business Administration and a Doctorate
of Economics from the University of Berne, Switzerland.

COMMON SHARES BENEFICIALLY OWNED: 24,843 DIRECTOR IN CLASS III
(TERM EXPIRES IN 2002)

E. BRADLEY JONES PHOTO

E. BRADLEY JONES, age 72 -- Director since 1990.

Retired Chairman and Chief Executive Officer of Republic Steel Corpo-
ration, LTV Steel Company and Group Vice President of The LTV
Corporation. Mr. Jones received his B.A. degree from Yale University.
He began his career with Republic Steel Corporation in 1954 in sales
and became President in 1979 and Chairman and Chief Executive Officer
in 1982. Following the merger of Republic Steel Corporation and The LTV
Corporation in June 1984, Mr. Jones served as Chairman and Chief
Executive Officer of The LTV Steel Company and Group Vice President of
The LTV Corporation until his retirement in December 1984. Mr. Jones
also serves as a Director of CSX Corporation and is a Trustee of
Fidelity Charitable Gift Fund.

COMMON SHARES BENEFICIALLY OWNED: 14,893 DIRECTOR IN CLASS III
(TERM EXPIRES IN 2002)
</TABLE>

8
<PAGE> 12
<TABLE>
<S> <C> <C>

ALBERT B. RATNER PHOTO

ALBERT B. RATNER, age 72 -- Director since 1996.

Co-Chairman of the Board of Forest City Enterprises, Inc., a conglom-
erate corporation engaged in the ownership, development, sales, ac-
quisition and management of commercial and residential real estate
throughout the United States. Mr. Ratner received his B.S. degree from
Michigan State University.

COMMON SHARES BENEFICIALLY OWNED: 6,250 DIRECTOR IN CLASS III
(TERM EXPIRES IN 2002)

JERRY SUE THORNTON PHOTO

JERRY SUE THORNTON, age 53 -- Director since 1999.

President of Cuyahoga Community College since 1992. From 1985 to 1992,
Dr. Thornton served as President of Lakewood Community College in White
Bear Lake, Minnesota. She received her Ph.D. from the University of
Texas at Austin and her M.A. and B.A. from Murray State University. Dr.
Thornton is also a Director of National City Bank, American Greetings
Corporation and Applied Industrial Technologies, Inc. Ms. Thornton is
also a board member of United Way of Cleveland, The Cleveland
Foundation and the Rock and Roll Hall of Fame and Museum -- Cleveland
and New York.

COMMON SHARES BENEFICIALLY OWNED: 0* DIRECTOR IN CLASS III
(TERM EXPIRES IN 2002)
</TABLE>

------------------

* Ms. Thornton has elected to participate in the Company's Deferred Compensation
Program, and is currently deferring the payment of her Directors' fees in the
form of stock equivalents. See "Information Regarding Meetings and Committees
of the Board of Directors."

9
<PAGE> 13

INFORMATION REGARDING MEETINGS AND COMMITTEES
OF THE BOARD OF DIRECTORS

The Board of Directors has an Executive Committee, a Compensation Committee
and an Audit Committee. The Executive Committee exercises the power and
authority of the Board in the interim period between Board meetings. The
Compensation Committee administers the Company's Stock Option Plans, Incentive
Compensation Plan, and Restricted Stock Plan, and reviews and determines the
salary and bonus compensation of certain key executives. The Audit Committee
reviews the activities of the Company's independent auditors and various Company
policies and practices. The Board of Directors does not have a nominating
committee.

Set forth below is the current membership of each of the above-described
Committees, with the number of meetings held during the fiscal year ended May
31, 2000 in parentheses:

<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION AUDIT
COMMITTEE(0) COMMITTEE(4) COMMITTEE(2)
------------ ------------ ------------
<S> <C> <C>
Thomas C. Sullivan Edward B. Brandon Donald K. Miller
(Chairman) (Chairman) (Chairman)
James A. Karman Kevin O'Donnell E. Bradley Jones
Kevin O'Donnell Albert B. Ratner Lorrie Gustin
Edward B. Brandon Max D. Amstutz
E. Bradley Jones
</TABLE>

The Board of Directors held four (4) meetings during the fiscal year ended
May 31, 2000. Except for Ms. Gustin, during that fiscal year no Director
attended fewer than 75% of the aggregate of (i) the total number of meetings of
the Board of Directors held during the period he or she served as a Director and
(ii) the total number of meetings held by Committees of the Board on which the
Director served, during the periods that the Director served.

Directors who are not also employees of the Company receive a quarterly fee
of $7,500 and an additional $1,000 for each Board and Committee meeting
attended, except for the Chairman of each Committee who receives $1,500 for each
Committee meeting attended. William A. Papenbrock, Assistant Secretary of the
Company, attends all Committee meetings as acting secretary of each Committee,
and as such he receives the same compensation as the members of the Committees.
In April 1986, the Board of Directors adopted a Deferred Compensation Plan
providing for the deferred payment of Directors' fees in either cash or stock
equivalents and the payment of such deferred fees in cash commencing six months
following the date of the participating Director's retirement, resignation or
death, or termination of such participating Director's Deferred Compensation
Agreement. Participation in the Deferred Compensation Plan is at the election of
each Director entitled to receive compensation for serving on the Board.

10
<PAGE> 14

EXECUTIVE COMPENSATION

Set forth below is information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended May 31, 2000, 1999 and 1998 of those persons who were, at May 31, 2000:
(i) the Chief Executive Officer; and (ii) the other four most highly compensated
executive officers of the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------ RESTRICTED
COMPENSATION SECURITIES STOCK PLAN ALL OTHER
NAME AND ---------------------------- UNDERLYING GRANTS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS DOLLAR VALUE(1) (2)(3)
------------------ ---- ------ ----- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Sullivan 2000 $870,000 $475,000 0 $685,755 $23,948
Chairman of the Board 1999 $825,000 $508,000 0 $513,033 $21,708
and Chief Executive 1998 $785,000 $508,000 500,000(4) $651,813 $22,084
Officer

James A. Karman 2000 $685,000 $390,000 0 $539,430 $34,791
Vice Chairman 1999 $650,000 $420,000 0 $408,382 $33,057
1998 $620,000 $420,000 343,750(4) $523,364 $32,044

Frank C. Sullivan 2000 $430,000 $205,000 130,000 $ 52,590 $ 7,155
President 1999 $330,000 $220,000 40,000 $ 36,426 $ 6,835
1998 $300,000 $220,000 43,750 $ 38,504 $ 9,667

David P. Reif III 2000 $275,000 $150,000 90,000 $ 45,030 $ 7,950
Vice President and 1999 $235,000 $150,000 20,000 $ 23,768 $ 6,880
Chief Financial Officer 1998 $225,000 $150,000 10,000 0 $ 5,728

P. Kelly Tompkins 2000 $190,000 $ 75,000 45,000 $ 13,440 $ 6,691
Vice President, 1999 $165,000 $ 50,000 20,000 $ 7,160 $ 5,687
General Counsel 1998 $125,000 $ 50,000 18,750 0 $ 3,417
and Secretary
</TABLE>

------------------

(1) Dollar value for the fiscal year ended May 31, 2000 calculated by
multiplying the number of restricted shares granted pursuant to the
Company's 1997 Restricted Stock Plan (Mr. Thomas C. Sullivan -- 45,717
Common Shares, Mr. Karman -- 35,962 Common Shares, Mr. Frank C.
Sullivan -- 3,506 Common Shares, Mr. Reif -- 3,002 Common Shares, and Mr.
Tompkins -- 896 Common Shares) by the closing price of $15.00 on August 3,
1999, the effective date of grant. The dollar value for the fiscal year
ended May 31, 1999 was calculated by multiplying the number of restricted
shares granted pursuant to the Company's 1997 Restricted Stock Plan (Mr.
Thomas C. Sullivan -- 31,816 Common Shares, Mr. Karman -- 25,326 Common
Shares, Mr. Frank C. Sullivan -- 2,259 Common Shares, Mr. Reif -- 1,474
Common Shares, and Mr. Tompkins -- 444 Common Shares) by the closing price
of $16.125 on July 15, 1998, the effective date of grant. The dollar value
for the fiscal year ended May 31, 1998 was calculated by multiplying the
restated number of restricted shares granted pursuant to the Company's 1997
Restated Stock Plan (Mr. Thomas C. Sullivan -- 39,866 Common Shares, Mr.
Karman -- 32,010 Common Shares, and Mr. Frank C. Sullivan -- 2,355 Common
Shares) by the restated closing price of $16.35 on October 17, 1997, the
effective date of grant. At the end of the fiscal year ended May 31, 2000,
the number and value (based upon the closing price on May 31, 2000 of $9.75)
of the aggregate restricted stock holdings were as follows: Mr. Thomas C.
Sullivan -- 117,399 Common Shares -- $1,144,640; Mr. Karman -- 93,298 Common
Shares -- $909,656; Mr. Frank C. Sullivan -- 8,120 Common Shares -- $79,170;
Mr. Reif -- 4,476 Common Shares -- $43,641; and Mr. Tompkins -- 1,340 Common
Shares -- $13,065. Dividends are paid on restricted stock as and when
dividends are paid on Common Shares. None of the restricted stock awards
reported on the Summary Compensation Table are scheduled to vest within
three years from the respective date of grant. For every dollar of value
granted to an individual under the Restricted Stock Plan, there is a
corresponding dollar-for-dollar decrease in the cash amount of supplemental
retirement restoration benefits and supplemental death restoration benefits
owed to the

11
<PAGE> 15

individual under the Company's Benefit Restoration Plan. The purpose of the
Restricted Stock Plan is to change the focus of the Company's retirement
benefits from cash-based awards to a program based on the performance of the
Company's Common Shares. See "Benefit Restoration Plan" and "Restricted
Stock Plan" hereinafter.

(2) All Other Compensation consists of (i) insurance premiums paid by the
Company in connection with split dollar and other executive life insurance
policies and (ii) in fiscal 2000, the value (Mr. Thomas C. Sullivan $4,937,
Mr. Karman $4,939, Mr. Frank C. Sullivan $5,356, Mr. Reif $5,345, and Mr.
Tompkins $5,113) of the Company's matching contributions, in the form of
Common Shares, to the RPM, Inc. 401(k) Plan relating to before-tax
contributions made by the Named Executive Officers. In fiscal 1999 and 1998,
the value of the Company's matching contributions, in the form of Common
Shares, to the RPM, Inc. 401(k) Plan for each of the Named Executive
Officers were as follows: Mr. Thomas C. Sullivan $4,800 (1999) and $9,750
(1998); Mr. Karman $4,800 (1999) and $9,750 (1998); Mr. Frank C. Sullivan
$5,175 (1999) and $8,500 (1998); Mr. Reif $5,125 (1999) and $4,781 (1998);
and Mr. Tompkins $4,388 (1999) and $3,417 (1998).

(3) All Other Compensation includes the following amounts equal to the full
dollar economic value of the premiums paid by the Company in connection with
life insurance policies issued pursuant to the Split Dollar Life Insurance
Agreements between the Company and the following named Executive Officers
during 2000, 1999, and 1998, respectively: Mr. Thomas C. Sullivan $13,419
(2000), $11,316 (1999) and $10,852 (1998); Mr. Karman $21,786 (2000),
$20,191 (1999) and $20,710 (1998); Mr. Frank C. Sullivan $1,045 (2000), $906
(1999) and $871 (1998); Mr. Reif $1,118 (2000) and $268 (1999); and Mr.
Tompkins $360 (2000) and $81 (1999). The premiums paid by the Company in
connection with the life insurance policies issued pursuant to such Split
Dollar Life Insurance Agreements set forth in the preceding sentence will be
recovered in full by the Company upon the payment of any death benefits
under any such life insurance policy.

(4) One time final option grants awarded in July, 1997, as adjusted for the
5-for-4 stock dividend in December 1997, to Mr. Sullivan and Mr. Karman in
anticipation of their expected retirement on December 31, 2002. The options
vest 25% per year starting in July 1998 through 2001.

12
<PAGE> 16

OPTION GRANTS

Shown below is information on grants of stock options pursuant to the
Company's 1996 Key Employees Stock Option Plan during the fiscal year ended May
31, 2000 to the executive officers who are named in the Summary Compensation
Table.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
--------------------------------------------------------------------------------------- VALUE AT ASSUMED
PERCENTAGE ANNUAL RATES OF
OF TOTAL STOCK PRICE
OPTIONS APPRECIATION
NUMBER OF GRANTED TO FOR OPTION
SECURITIES EMPLOYEES EXERCISE OR TERMS(3)(4)
UNDERLYING IN FISCAL BASE PRICE EXPIRATION -----------------------
NAME OPTIONS(1) YEAR (PER SHARE)(2) DATE 5% 10%
---- ---------- ---------- -------------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Sullivan 0 -- N/A N/A N/A N/A
Chairman of the Board
and Chief Executive Officer

James A. Karman 0 -- N/A N/A N/A N/A
Vice Chairman

Frank C. Sullivan 60,000(5) 7.1% $ 15.00 8/03/2009 $566,005 $1,434,368
President 70,000(6) $ 9.56 2/28/2010 $420,966 $1,066,811

David P. Reif III 40,000(5) 4.9% $ 15.00 8/03/2009 $377,337 $ 956,245
Vice President and 50,000(6) $ 9.56 2/28/2010 $300,690 $ 762,008
Chief Financial Officer

P. Kelly Tompkins 20,000(5) 2.4% $ 15.00 8/03/2009 $188,668 $ 478,123
Vice President, General 25,000(6) $ 9.56 2/28/2010 $150,345 $ 381,004
Counsel and Secretary
</TABLE>

---------------

(1) The option agreements relating to the options granted under the Company's
1996 Key Employees Stock Option Plan provide that such options become fully
vested upon certain "changes in control" of the Company described in such
option agreements. Twenty-five percent of the shares subject to the option
become exercisable on each anniversary date thereof.

(2) This price represents the fair market value at the date of grant pursuant to
the terms of the Company's 1996 Key Employees Stock Option Plan.

(3) The dollar amounts under these columns are the result of calculations at the
5% and 10% appreciation rates dictated by the Commission and are not
intended to be forecasts of the Company's stock price.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK
PRICE APPRECIATION
FOR OPTION TERMS
-----------------------------
5% 10%
-- ---
<S> <C> <C> <C>
(4) Value created for all shareholders: $632,389,957 $1,602,600,312
Gain of named executive officers as a percent of value
created for all shareholders: 0.32% 0.32%
</TABLE>

(5) These options were granted on August 3, 1999 pursuant to the Company's 1996
Key Employees Stock Option Plan. Twenty-five percent of the shares subject
to the option become exercisable on each anniversary date thereof.

(6) These options were granted on February 28, 2000 pursuant to the Company's
1996 Key Employees Stock Option Plan. Twenty-five percent of the shares
subject to the option become exercisable on each anniversary date thereof.

13
<PAGE> 17

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Shown below is information with respect to the exercise of stock options
during the fiscal year ended May 31, 2000 to purchase the Company's Common
Shares by the executive officers named in the Summary Compensation Table and
with respect to the unexercised stock options at May 31, 2000 to purchase the
Company's Common Shares for the executive officers named in the Summary
Compensation Table.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND MAY 31, 2000 OPTION VALUE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT MAY 31, 2000 AT MAY 31, 2000(1)
NUMBER OF --------------------------- ---------------------------
SHARES
ACQUIRED
ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Sullivan -- -- 620,586 269,689 $68,386 $ 0
Chairman of the Board and
Chief Executive Officer

James A. Karman -- -- 431,016 187,501 $66,244 $ 0
Vice Chairman

Frank C. Sullivan -- -- 153,126 191,563 $ 4,885 $13,125
President

David P. Reif III -- -- 28,515 112,267 $ 0 $ 9,375
Vice President and
Chief Financial Officer

P. Kelly Tompkins -- -- 14,375 69,375 $ 0 $ 4,688
Vice President, General
Counsel and Secretary
</TABLE>

---------------

(1) Based on the last sales price of the Common Shares of $9.75 on the New York
Stock Exchange on May 31, 2000. The ultimate realization of profit on the
sale of the Common Shares underlying such options is dependent upon the
market price of such shares on the date of sale.

14
<PAGE> 18

EMPLOYMENT AGREEMENTS

Under an Amended and Restated Employment Agreement, dated as of June 1,
2000, Thomas C. Sullivan is employed as Chairman of the Board and Chief
Executive Officer of the Company through December 31, 2002. Mr. Sullivan has
advised the Compensation Committee that both he and Mr. James A. Karman, Vice
Chairman, presently intend to retire as executive officers of the Company when
their Agreements terminate on December 31, 2002. Pursuant to the terms of the
Agreement, Mr. Sullivan's annual base salary, effective as of June 1, 2000, is
$870,000. Mr. Sullivan's annual base salary is subject to review on an annual
basis by the Compensation Committee of the Board of Directors, and such base
salary may be increased (but not decreased) based upon his performance, then
generally prevailing industry salary scales, the Company's results of operations
and other relevant factors. In addition to his base salary, Mr. Sullivan is
entitled to such annual incentive compensation or bonuses as the Compensation
Committee determines and the Board of Directors approves, and to participate in
the other benefit plans provided by the Company. Under the provisions of the
Agreement, the Company may terminate the employment of Mr. Sullivan for
Disability or Cause (as defined). If the Company were to terminate Mr.
Sullivan's employment without Cause (as defined) at any time or he resigns for
Good Reason (as defined) within two years after a Change of Control (as
defined), he would be entitled to receive an amount equal to the product of his
annual base salary then in effect multiplied by five, plus his incentive
compensation for the preceding fiscal year (if not yet paid) and an amount equal
to his average annual incentive compensation prorated for the current year, and
continuation, for a period of five years, of health, welfare and other specified
benefits. In addition, if the Company were to terminate Mr. Sullivan's
employment without Cause at any time or he resigns for Good Reason within two
years after a Change in Control, Mr. Sullivan would also be entitled to the
lapse of restrictions on restricted shares and payment of an amount to make up
for lost benefits under the Company's Benefit Restoration Plan. A portion of
payments made to Mr. Sullivan as a result of the termination of his employment
in connection with a Change in Control may not be deductible to the Company as
an ordinary and necessary business expense and may be subject to a 20% excise
tax to Mr. Sullivan pursuant to the provisions of the Tax Reform Act of 1984. If
the amount to be received by Mr. Sullivan as a result of a termination without
Cause or resignation for Good Reason in connection with a Change in Control
would be greater if the severance payments were reduced so that the 20% excise
tax would not be applicable, then the severance payments would be reduced to the
extent necessary so that no payment is subject to the excise tax. The Agreement
also provides for the payment by the Company of up to $500,000 in legal fees
incurred by Mr. Sullivan in the event that, following a Change of Control, Mr.
Sullivan may be caused to institute or defend legal proceedings to enforce his
rights under the Agreement. In addition, the Agreement imposes customary
noncompetition, nonsolicitation and confidentiality obligations on Mr. Sullivan.

Under an Amended and Restated Employment Agreement, dated as of June 1,
2000, James A. Karman is employed as Vice Chairman of the Company through
December 31, 2002. Pursuant to the terms of the Agreement, Mr. Karman's annual
base salary, effective as of June 1, 2000, is $685,000. Mr. Karman's Agreement
otherwise contains substantially the same provisions which are described above
in connection with Mr. Sullivan's Agreement.

Under an Amended and Restated Employment Agreement, dated as of June 1,
2000, Frank C. Sullivan is employed as the President of the Company for a term
of one year, which is automatically extended for additional one year periods
unless Mr. Sullivan or the Company give the other party

15
<PAGE> 19

notice of nonrenewal two months in advance of the annual renewal date. Pursuant
to the terms of the Agreement, Mr. Sullivan is to receive an annual base salary
of not less than $430,000. Except as described below, the Agreement contains
substantially the same provisions that are described above in Mr. Thomas C.
Sullivan's Agreement. If the Company were to terminate Mr. Frank C. Sullivan's
employment without Cause (as defined) or the Company elected not to renew the
term of the Agreement, Mr. Sullivan would be entitled to receive an amount equal
to the product of his annual base salary then in effect multiplied by two, plus
his incentive compensation for the preceding fiscal year (if not yet paid) and
an amount equal to his average annual incentive compensation prorated for the
current year, and continuation, for a period of two years, of health, welfare
and other specified benefits. Alternatively, if the Company terminates Mr. Frank
C. Sullivan's employment without Cause within two years after a Change in
Control (as defined), or if Mr. Sullivan resigns for Good Reason (as defined)
during that period, he would be entitled to receive an amount equal to the
product of his annual base salary then in effect multiplied by three, plus his
incentive compensation for the preceding fiscal year (if not yet paid) and an
amount equal to his average annual incentive compensation prorated for the
current year, and continuation, for a period of three years, of health, welfare,
and other specified benefits. In addition, if his employment is terminated
without Cause at any time or he resigns for Good Reason within two years after a
Change in Control, Mr. Sullivan would also be entitled to the lapse of
restrictions on restricted shares and payment of an amount to make up for lost
benefits under the Company's Benefit Restoration Plan. The Agreement also
provides for the payment by the Company of up to $500,000 in legal fees incurred
by Mr. Sullivan in the event that, following a Change of Control, Mr. Sullivan
may be caused to institute or defend legal proceedings to enforce his rights
under the Agreement.

Under an Amended and Restated Employment Agreement, dated as of June 1,
2000, P. Kelly Tompkins is employed as the Vice President, General Counsel and
Secretary of the Company for a term of one year, which is automatically extended
for additional one year periods unless Mr. Tompkins or the Company give the
other party notice of nonrenewal two months in advance of the annual renewal
date. Pursuant to the terms of the Agreement, Mr. Tompkins is to receive an
annual base salary of not less than $215,000. Mr. Tompkins' Agreement contains
substantially the same provisions that are described above in connection with
Mr. Frank C. Sullivan's Agreement.

DEFINED BENEFIT PENSION PLAN

The table below sets forth the normal annual retirement benefits payable
upon retirement at age 65 (as of June 1, 2000) under the Company's tax qualified
defined benefit retirement plan (the "Retirement Plan") for employees in the
compensation ranges specified, under various assumptions with respect to average
annual compensation and years of benefit service, assuming that the employee
elected to receive his or her pension on a normal life annuity basis:

16
<PAGE> 20

<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
AVERAGE (AS OF JUNE 1, 2000) WITH YEARS OF SERVICE INDICATED (1)
ANNUAL --------------------------------------------------------
COMPENSATION (2) 5 YEARS 10 YEARS 20 YEARS 30 YEARS 35 YEARS
---------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
450,000 30,211 60,422 120,844 181,266 194,603
500,000 33,693 67,386 134,773 202,159 217,103
550,000 37,175 74,351 148,701 223,052 239,603
600,000 40,658 81,315 162,630 243,945 262,103
650,000 44,140 88,279 176,559 264,838 284,603
700,000 47,622 95,244 190,487 285,731 307,103
750,000 51,104 102,208 204,416 306,624 329,603
800,000 54,586 109,172 218,344 327,516 352,103
850,000 58,068 116,136 232,273 348,409 374,603
900,000 61,550 123,101 246,201 369,302 397,103
950,000 65,033 130,065 260,130 390,195 419,603
1,000,000 68,515 137,029 274,059 411,088 442,103
1,050,000 71,997 143,994 287,987 431,981 464,603
1,100,000 75,479 150,958 301,916 452,874 487,103
1,150,000 78,961 157,922 315,844 473,766 509,603
1,200,000 82,443 164,886 329,773 494,659 532,103
1,250,000 85,925 171,851 343,701 515,552 554,603
</TABLE>

---------------

(1) The amounts listed may be reduced in accordance with certain provisions of
the Internal Revenue Code of 1986 which limit the maximum amount of
compensation that may be taken into account under the Retirement Plan to
$170,000 and the maximum annual benefit payable under the Retirement Plan to
$135,000. Prior to June 1, 1997, the Company maintained a cash Benefit
Restoration Plan for its executive officers providing for the payment of
supplemental retirement benefits because of such Internal Revenue Code
limits. See "Benefit Restoration Plan" below. At the October 1997 Annual
Shareholders Meeting, the shareholders approved the adoption of the RPM,
Inc. 1997 Restricted Stock Plan. The Benefit Restoration Plan was frozen as
of June 1, 1997 and will be eliminated over time.

(2) Includes base compensation as in effect on June 1, 1999, overtime and
commissions paid and bonuses paid or accrued. The compensation covered by
the Retirement Plan for the executive officers named in the Summary
Compensation Table is the salary and bonus listed in such table.

With respect to the executive officers listed in the Summary Compensation
Table: Mr. Thomas C. Sullivan has 38.4 years of benefit service; Mr. Karman,
37.4 years of service; Mr. Frank C. Sullivan, 11.3 years of service; Mr. Reif,
6.6 years of service; and Mr. Tompkins, 3.9 years of service.

BENEFIT RESTORATION PLAN

Effective January 1, 1991, the Company established the RPM, Inc. Benefit
Restoration Plan (the "Benefit Restoration Plan") for the purpose of providing
for the payment of supplemental retirement and death benefits to officers of the
Company designated by the Board of Directors whose Retirement Plan benefits may
be limited under the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA") and the Internal Revenue Code. In April 1991, the Board of
Directors designated Messrs. Thomas C. Sullivan and James A. Karman as
participants in the Benefit Restoration Plan. In July 1993, the Board of
Directors also designated Mr. Frank C. Sullivan and certain other officers as
participants in the Benefit Restoration Plan. The Benefit Restoration Plan
replaced the prior Supplemental Executive Retirement Plan which provided similar
supplemental retirement benefits. The Benefit Restoration Plan is an unfunded
excess benefit plan which is administered by the Company. The Benefit
Restoration Plan provides that any cash payment under the Plan is to be made in
an amount equal to the amount by which a participant's benefits otherwise
payable under the Company's Retirement Plan are reduced as a result of
limitations under ERISA

17
<PAGE> 21

and the Internal Revenue Code. The supplemental retirement benefits are
forfeited if the officer terminates employment before attaining five years of
vesting service and age 55. Supplemental death benefits are paid to the
surviving spouse or designated beneficiary of the officer. The Company is
entitled to a federal tax deduction in an amount equal to the cash benefits at
the time such cash benefits are paid to a participant.

RESTRICTED STOCK PLAN

At the October 1997 Annual Shareholders Meeting, the shareholders approved
the adoption of the 1997 Restricted Stock Plan (the "Restricted Stock Plan").
The purpose of the Restricted Stock Plan is to replace, over a period of time,
the cash based Benefit Restoration Plan with a stock based plan. Shares granted
under the Restricted Stock Plan (the "Restricted Shares") directly reduce and
replace the cash amount of supplemental retirement restoration benefits and
supplemental death restoration benefits owed to participants under the Benefit
Restoration Plan. The Restricted Stock Plan is administered by the Compensation
Committee of the Board of Directors, which has the exclusive right and sole
discretion to authorize the granting of Restricted Shares. Only employees of the
Company, including employee Directors who are not members of the Compensation
Committee, are eligible to participate in the Restricted Stock Plan. The Company
is permitted to take a tax deduction for the value of the Restricted Shares upon
the vesting of such shares. The Restricted Stock Plan will expire on May 31,
2007 or such earlier date as may be determined by the Board of Directors.

The Restricted Shares are Common Shares of the Company which are
forfeitable and nontransferable for a specified period of time. The transfer
restrictions remain in place until the earliest of (a) the later of either the
employee's termination of employment or the lapse of forfeiture restrictions,
(b) a "change of control" with respect to the Company, as such term is defined
in the Restricted Stock Plan, or (c) the termination of the Restricted Stock
Plan. The Restricted Shares are subject to complete forfeiture until the
earliest to occur of (a) the later of either the employee's attainment at age 55
or the fifth anniversary of the May 31st immediately preceding the date on which
the Restricted Shares were awarded, (b) the retirement of the employee on or
after the attainment of age 65, or (c) a "change in control" with respect to the
Company, as such is defined in the Restricted Stock Plan. Notwithstanding the
above, if the employee's service to the Company is terminated on account of the
death or total disability prior to the lapsing of restrictions, such
restrictions shall lapse.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors administers the cash
salary, bonus, and other incentive compensation and stock option programs for
the executive officers of the Company pursuant to (i) the Code of Regulations of
the Company, which was adopted by the shareholders on October 14, 1987, and (ii)
a Compensation Committee Charter, which was first adopted by the Board of
Directors on January 24, 1992. The Compensation Committee Charter, as amended,
provides for the Compensation Committee (i) to review and recommend to the Board
of Directors the amount of compensation for services rendered to the Company to
be paid to the executive officers of the Company, (ii) to review and approve the
terms and conditions of written Employment Agreements for executive officers of
the Company, (iii) to administer the Company's Stock Option Plans, (iv) to
review and recommend to the Board of Directors the amount of reasonable
compensation and payment of expenses and other benefits to be paid to members of
the Board of Directors for serving as a Director of the Company, (v) to review
and approve the Compensation Committee Report to be included in the
18
<PAGE> 22

Company's Proxy Statement for its Annual Shareholders Meeting, and (vi) to
review, approve, and administer any other matters or plans specifically
delegated to the Committee by the Board of Directors. The Compensation Committee
presently consists of three independent Directors who are appointed to the
Committee by and report to the entire Board of Directors. Each member of the
Compensation Committee qualifies as a "non-employee director" within the
definition of Rule 16b-3 under the Securities Exchange Act of 1934 and as an
"outside director" within the meaning of Section 162(m) of the Internal Revenue
Code.

The Compensation Committee reviews and recommends the cash salaries,
incentive compensation, and bonuses to be awarded to Thomas C. Sullivan,
Chairman of the Board and Chief Executive Officer, and certain other executive
officers, annually in July or August of each year based upon a number of
factors, but the Committee does not utilize pre-established, specific
performance goals in making cash salary compensation decisions. Historically,
Mr. Sullivan has prepared a recommendation to the Compensation Committee for
cash salary and bonus increases and stock option awards for himself and the
other executive officers which the Committee then reviews and considers in light
of a number of factors, including (i) increases in sales, net income, and
earnings per share, (ii) performance of the Company's Common Shares in the open
market, (iii) increases in cash dividends paid to shareholders, (iv) return on
shareholders' equity, and (v) acquisitions, corporate financings, and other
general corporate objectives which were achieved during the May 31 fiscal year.
Any increases in cash salaries for Mr. Sullivan and the other executive officers
are made retroactive to June 1 of each fiscal year. Once awarded, an increase in
salary cannot be reduced without the officer's consent.

In 1995, the Company retained a professional compensation consulting firm
to review the Company's executive compensation programs in light of Section
162(m) of the Internal Revenue Code which disallows a tax deduction for certain
compensation paid in excess of $1,000,000 to certain key executives. The
regulations under Section 162(m), however, except from this $1,000,000 limit
various forms of compensation, including "performance-based" compensation. The
consulting firm eventually recommended to the Compensation Committee a
performance-based Incentive Compensation Plan (the "Plan") which would satisfy
the requirements of Section 162(m). The Plan was approved by the Committee and
the Board of Directors in July 1995 and was approved by the Company's
shareholders at the October 1995 Annual Shareholders Meeting.

The Plan provides for the granting of annual cash bonus awards (the "Bonus
Awards") to those employees of the Company who in any respective fiscal year are
the Chief Executive Officer and the other four most highly compensated officers
of the Company (the "Covered Employees").

The Plan is designed to promote the interests of the Company and its
shareholders by attracting and retaining officers who are key employees of the
Company; motivating such officers by reason of performance-related incentives to
achieve the Company's performance goals; enabling such officers to participate
in the growth and financial success of the Company; and, by qualifying the Bonus
Awards as "performance-based" compensation under Section 162(m) of the Internal
Revenue Code, assuring that the Company will continue to be able to deduct cash
bonuses paid to the Covered Employees. The Plan is intended to be utilized as
the primary annual cash bonus program for the Company's Covered Employees.

The Plan calls for providing an aggregate Bonus Award pool of 1.3% of the
Company's Income Before Income Taxes ("pre-tax income") in each applicable
fiscal year for the Covered Employees.

19
<PAGE> 23

Within the first three months of each fiscal year the Compensation Committee,
which administers the Plan, is required to determine in writing the portion of
such aggregate Bonus Award pool that each Covered Employee may receive in
respect of such fiscal year. At the end of each fiscal year, the Compensation
Committee shall calculate the aggregate Bonus Award pool based on the Company's
audited pre-tax income and each individual's Bonus Award payout amount.

The Compensation Committee may reduce or eliminate a Covered Employee's
Bonus Award, at the Compensation Committee's sole discretion, based solely on
individual performance. The total of all Bonus Award payments made under the
Plan in any given fiscal year shall not exceed 1.3% of the Company's pre-tax
income. Furthermore, the total of all payments to any one individual Covered
Employee under the Plan in any fiscal year shall not exceed $1,500,000. Payments
under the Plan, pursuant to the terms herein described, are intended to satisfy
the requirements of Section 162(m) of the Internal Revenue Code as
"performance-based" compensation and therefore be fully tax deductible to the
Company.

In August 1999, the Compensation Committee determined on a percentage basis
the portion of the aggregate Bonus Award pool to be awarded to each Covered
Employee in respect of the Company's performance for the fiscal year ending May
31, 2000 as follows: Thomas C. Sullivan, 35%; James A. Karman, 30%; Frank C.
Sullivan, 20%; David P. Reif, 10%; and P. Kelly Tompkins, 5%. The Compensation
Committee will follow the same procedure in 2000 as in 1999. However, for the
fiscal year ending May 31, 2001, Mr. Reif will not participate in the Bonus
Award pool under the Plan since it is expected that he will no longer be a Board
elected Executive Officer as of the end of the fiscal year ending May 31, 2001
as a result of his recent appointment as President of the Company's StonCor
Group.

For fiscal year May 31, 2000, the Company's pre-tax income was $70.4
million, after giving effect to a restructuring charge of $60.2 million,
providing a Bonus Pool under the Plan for the five highest paid executive
officers of $915,000. Excluding the restructuring charge, the Bonus Pool would
have been $1,697,000. Upon the recommendation of Mr. Thomas C. Sullivan, the
Compensation Committee awarded bonuses totaling $1,295,000 to the five highest
paid executives, which exceeds the amount allowed by the Plan by $380,000. See
"Executive Compensation -- Summary Compensation Table." In making awards in
excess of the amount of the Bonus Pool provided by the Plan, the Committee noted
that the aggregate bonuses awarded for each of fiscal year 1999 and 1998 were
less than the amount permitted by the Plan, that the amount of the awards for
2000 were less than was the total awards for each of fiscal 1999 and 1998, and
that the Plan does not contain provisions that contemplate the effect a
restructuring charge may have on the Bonus Pool. Of the $380,000 awarded in
excess of the Plan, $271,000 of the aggregate amount awarded to Mr. Thomas C.
Sullivan and Mr. James A. Karman is nondeductible for federal income tax
purposes under Section 162(m) as such aggregate portion represents compensation
in excess of $1,000,000 for the fiscal year ended May 31, 2000.

On April 28, 2000, the Board of Directors adopted the Special Senior
Executive Performance Award Program (the "Award Program"). The Award Program is
designed to promote the interests of shareholders by motivating the Company's
senior management, specifically Mr. Thomas C. Sullivan and Mr. James A. Karman,
to maximize shareholder value.

Under the Award Program, the Company's stock price from October 8, 1999 to
December 31, 2002 (the "Performance Period") is measured against the performance
of the stock price of a peer

20
<PAGE> 24

group of competitors comprised of the following companies: Detrex Corporation,
Ferro Corporation, H.B. Fuller Company, Imperial Chemical Industries PLC, Lilly
Industries, Inc., NL Industries, Inc., PPG Industries Inc., Rohm and Haas
Company, The Sherwin-Williams Company and Valspar Corporation (the "Peer Group
Companies"). The maximum awards available under the Award Program for Mr.
Sullivan and Mr. Karman are $1,500,000 and $1,000,000, respectively. The amount
of an award will be determined by comparing the appreciation in the Company's
stock price with the appreciation in the stock price of the Peer Group Companies
over the Performance Period.

Awards are not earned unless the appreciation in the Company's stock price
exceeds the median appreciation in the stock price of the Peer Group Companies
(the "Award Threshold"). Once the Award Threshold is met, awards are earned
based on the following scale:

<TABLE>
<CAPTION>
PERCENTILE PERFORMANCE OF THE
COMPANY'S STOCK PRICE AS COMPARED
TO THE PEER GROUP COMPANIES PERCENT OF MAXIMUM AWARD EARNED
---------------------------------------------- -------------------------------
<S> <C>
Greater than 50(th) to 60(th) 50%
Greater than 60(th) to 70(th) 60%
Greater than 70(th) to 80(th) 75%
Greater than 80(th) to 90(th) 90%
Greater than 90(th) 100%
</TABLE>

Awards will be determined at the conclusion of the Performance Period. Any
awards earned will be paid in cash within 60 days of the end of the Performance
Period, except that the Compensation Committee may choose to defer the payment
of any award earned under the Award Program so that such payment will be tax
deductible under Section 162(m). Subject to exceptions for death and disability
at the discretion of the Board of Directors, no award will be earned if the
executive terminates his employment for any reason prior to December 31, 2002.

The Company's 1996 Key Employees Stock Option Plan for its executive
officers and other key employees is intended to provide long-term equity
incentive to the officers and employees and, in the long-term, relates to
shareholder value. Options to executive officers are awarded by the Committee
based upon the recommendation of Mr. Sullivan, and the various presidents of the
Company's operating subsidiaries submit recommendations with respect to option
grants to subsidiary employees. Options are granted at the last sales price on
the date of grant, have a term of ten years, and vest at the rate of 25% per
year after one year.

On February 28, 2000, the Compensation Committee granted options totaling
1,000,000 shares to executive officers and other key employees of the Company
and its subsidiaries. These grants were intended to replace the grants typically
made by the Committee in July or August and October of each year. As a result,
as of May 31, 2000, only 291,000 shares were available for future grant under
the 1996 Key Employees Stock Option Plan. Given the current level of shares
available for grant under the 1996 Key Employees Stock Option Plan, the
Compensation Committee and the Board of Directors have adopted, subject to
shareholder approval at the 2000 Annual Meeting, an amendment to the RPM, Inc.
1996 Key Employees Stock Option Plan increasing the number of shares for which
options may be granted from 4,500,000 shares to 9,000,000 shares. See "Approval
and Adoption of an Amendment to the RPM, Inc. 1996 Key Employees Stock Option
Plan" hereinafter.
21
<PAGE> 25

The Company does not have any "cheap stock" plans.

In February 1994, the Company adopted a deferred compensation plan for
executive officers pursuant to which officers can defer receipt of a portion of
their salary and/or cash bonus until a future date during which period of time
the deferred compensation will receive tax deferred interest or appreciation
based upon the value of the Company's Common Shares and dividends paid thereon.
Any compensation deferred under the plan would not be included in the $1,000,000
limit provided for under Section 162(m) until the year in which the compensation
actually is received.

Edward B. Brandon, Chairman
Kevin O'Donnell
Albert B. Ratner

22
<PAGE> 26

PERFORMANCE GRAPHS

Set forth below are line graphs comparing the yearly cumulative total
shareholders' return on the Company's Common Shares against the yearly
cumulative total return of the S&P Composite -- 500 Stock Index and an index of
certain companies selected by the Company as comparative to the Company (the
"Peer Group Index"). The companies selected to form the peer group index are:
Detrex Corporation, Ferro Corporation, H. B. Fuller Company, Imperial Chemical
Industries PLC, Lilly Industries, Inc., NL Industries, Inc., PPG Industries
Inc., Rohm and Haas Company, The Sherwin-Williams Company and Valspar
Corporation.

The graphs assume that the value of the investment in the Company's Common
Shares, the S&P Composite -- 500 Stock Index and the respective peer group index
was $100 on May 31, 1995 and May 31, 1990, respectively, and that all dividends,
if any, were reinvested.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG RPM, INC., THE S&P 500 INDEX AND
A PEER GROUP
[GRAPH]

<TABLE>
<CAPTION>
RPM, INC. PEER GROUP S & P 500
--------- ---------- ---------
<S> <C> <C> <C>
5/95 100 100 100
5/96 107 113 128
5/97 127 128 166
5/98 146 173 217
5/99 123 127 263
5/00 90 101 290
</TABLE>

* $100 INVESTED ON 05/31/95 IN STOCK OR INDEX --
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING MAY 31.

23
<PAGE> 27

COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN*
AMONG RPM, INC., THE S&P 500 INDEX AND
A PEER GROUP
[GRAPH]

<TABLE>
<CAPTION>
RPM, INC. PEER GROUP S & P 500
--------- ---------- ---------
<S> <C> <C> <C>
5/90 100 100 100
5/91 130 118 112
5/92 137 139 123
5/93 171 123 137
5/94 173 92 143
5/95 197 100 172
5/96 211 113 221
'5/97 249 128 285
5/98 286 173 373
5/99 241 127 452
5/00 177 101 499
</TABLE>

* $100 INVESTED ON 05/31/90 IN STOCK OR INDEX --
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING MAY 31.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and Directors and persons who own 10% or more of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Commission.
Officers, Directors and 10% or greater shareholders are required by Commission
regulations to furnish the Company with copies of all Forms 3, 4 and 5 they
file.

Based solely on the Company's review of the copies of such forms it has
received, the Company believes that all of its officers and Directors complied
with all filing requirements applicable to them with respect to transactions
during the fiscal year ended May 31, 2000, except for the late filing of Form 4s
to report the inadvertent omission of transactions involving the purchase of
30,000 Common Shares by Donald K. Miller and 200 Common Shares by Lorrie Gustin.
Each of these omissions were reported within a week of the relevant reporting
deadline. In addition, in October 1999 Thomas C. Sullivan filed a Form 4 which
included two transactions in the previous fiscal year which were inadvertently
omitted from prior filings, a purchase of 100 Common Shares in June 1998 and a
gift of 100,000 Common Shares in September 1998.

24
<PAGE> 28

PROPOSAL TO APPROVE AND ADOPT AN AMENDMENT TO THE RPM, INC.
1996 KEY EMPLOYEES STOCK OPTION PLAN

In July 1996 the Board of Directors adopted, and in October 1996 the
shareholders approved, the RPM, Inc. 1996 Key Employees Stock Option Plan (the
"1996 Plan"). An aggregate of 4,500,000 shares (as adjusted from 3,600,000
shares to reflect a 25% stock dividend in December 1997) are authorized for
issuance under the 1996 Plan. For the reasons set forth below, the Board of
Directors recommends increasing the number of shares available for issuance
under the 1996 Plan to 9,000,000. In addition, the maximum number of shares for
which options may be granted to any one person has been increased to 625,000
shares from 500,000 shares to account for the 25% stock dividend in December
1997.

The full text of the amendment is set forth as Appendix A.

BACKGROUND AND PURPOSE OF THE PROPOSAL

The purpose of the 1996 Plan is to provide key employees of the Company and
its subsidiaries with greater incentive to serve and promote the interests of
the Company and its shareholders. The premise of the 1996 Plan is that, if such
persons acquire a propriety interest in the business of the Company or increase
such proprietary interest as they may already hold, then the incentive of such
persons to work toward the Company's continued success will be commensurately
increased.

As of May 31, 2000, only 291,000 shares were available for future stock
option grants under the 1996 Plan for its executive officers and other key
employees. Therefore, the Compensation Committee and the Board of Directors
approved the amendment to the 1996 Plan in order to continue to have access to a
sufficient pool of option shares to provide incentives to executive management
and other key employees of the Company.

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE AMENDMENT
TO THE RPM, INC. 1996 KEY EMPLOYEES STOCK OPTION PLAN.

INDEPENDENT AUDITORS

The Board of Directors of the Company has selected the firm of Ciulla,
Smith & Dale, LLP, independent certified public accountants, to examine and
audit the financial statements of the Company and its subsidiaries for the
fiscal year ending May 31, 2001. This firm has served as independent auditors
for the Company since 1964. A representative of Ciulla, Smith & Dale, LLP will
be present at the Annual Meeting and will have an opportunity to make a
statement should he so desire. The representative also will be available to
respond to appropriate questions from shareholders.

SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

Any shareholder proposal intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Company's Secretary at its
principal executive offices not later than May 2, 2001 for inclusion in the
Board of Directors' Proxy Statement and form of Proxy relating to that meeting.
Each proposal submitted should be accompanied by the name and address of the
shareholder submitting the proposal and the number of Common Shares owned. If
the proponent is

25
<PAGE> 29

not a shareholder of record, proof of beneficial ownership also should be
submitted. All proposals must be a proper subject for action and comply with the
Proxy Rules of the Commission.

The Company may use its discretion in voting Proxies with respect to
Shareholder proposals not included in the Proxy Statement for the Fiscal Year
ended May 31, 2001, unless the Company receives notice of such proposals prior
to July 16, 2001.

OTHER MATTERS

The Board of Directors of the Company is not aware of any matter to come
before the meeting other than those mentioned in the accompanying Notice.
However, if other matters shall properly come before the meeting, it is the
intention of the persons named in the accompanying Proxy to vote in accordance
with their best judgment on such matters.

Upon the receipt of a written request from any shareholder entitled to vote
at the forthcoming Annual Meeting, the Company will mail, at no charge to the
shareholder, a copy of the Company's Annual Report on Form 10-K, including the
financial statements and schedules required to be filed with the Commission
pursuant to Rule 13a-1 under the Securities Exchange Act of 1934, as amended,
for the Company's most recent fiscal year. Requests from beneficial owners of
the Company's voting securities must set forth a good-faith representation that
as of the record date for the Annual Meeting, the person making the request was
the beneficial owner of securities entitled to vote at such Annual Meeting.
Written requests for the Annual Report on Form 10-K should be directed to:

P. Kelly Tompkins, Secretary
RPM, Inc.
P.O. Box 777
Medina, Ohio 44258

You are urged to sign and return your Proxy promptly in order to make
certain your shares will be voted at the Annual Meeting. For your convenience a
return envelope is enclosed requiring no additional postage if mailed in the
United States.

By Order of the Board of Directors.
P. KELLY TOMPKINS
Secretary
August 30, 2000

26
<PAGE> 30

APPENDIX A

AMENDMENT TO THE RPM, INC. 1996
KEY EMPLOYEES STOCK OPTION PLAN

WHEREAS, RPM, Inc. (the "Company") adopted the RPM, Inc. 1996 Key Employees
Stock Option Plan (the "Plan") effective as of August 15, 1996; and

WHEREAS, pursuant to Section 8 of the Plan, the Board of Directors of the
Company has the right to amend the Plan; and

WHEREAS, the Board of Directors of the Company desires to amend the Plan to
increase the aggregate number of common shares of the Company for which options
may be granted under the Plan;

NOW, THEREFORE, the Plan is hereby amended effective July 19, 2000 as set
forth below; provided however, that this Amendment shall be of no force or
effect if it is not approved by the shareholders of the Company:

The Plan is hereby amended by the replacing the first two sentences of
Section 6 with two new sentences to read as follows:

6. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 9
concerning payment for stock appreciation rights in Common Shares and
subject to the provisions of the next succeeding paragraph of this Section
6, the aggregate number of Common Shares for which options may be granted
under the Plan shall be Nine Million (9,000,000) Common Shares. The maximum
number of Common Shares for which options may be granted under the Plan to
any one person shall be Six Hundred Twenty Five Thousand (625,000) Common
Shares.

A-1
<PAGE> 31

PROXY PROXY
RPM, INC.

ANNUAL MEETING OF SHAREHOLDERS-OCTOBER 12, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby (i) appoints THOMAS C. SULLIVAN and FRANK C.
SULLIVAN, and each of them, as Proxy holders and attorneys, with full power of
substitution, to appear and vote all of the Common Shares of RPM, Inc., which
the undersigned shall be entitled to vote at the Annual Meeting of Shareholders
of the Company to be held at the Holiday Inn Select located at Interstate 71 and
Route 82 East, Strongsville, Ohio, on Thursday, October 12, 2000 at 2:00 P.M.
Eastern Daylight Time, and at any adjournment or postponement thereof, hereby
revoking any and all proxies heretofore given, and (ii) authorizes and directs
said Proxy holders to vote all of the Common Shares of the Company represented
by this Proxy as follows, WITH THE UNDERSTANDING THAT IF NO DIRECTIONS ARE GIVEN
ON REVERSE SIDE, SAID SHARES WILL BE VOTED "FOR" THE ELECTION OF THE THREE
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" THE PROPOSAL TO APPROVE
AND ADOPT AN AMENDMENT TO THE COMPANY'S 1996 KEY EMPLOYEES STOCK OPTION PLAN.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND
RETURN THIS CARD.

--------------------------------------------------------------------------------

DETACH CARD

DIRECTIONS TO THE HOLIDAY INN SELECT STRONGSVILLE

FROM CLEVELAND AND POINTS NORTH (INCLUDING HOPKINS AIRPORT)
I-71 South to the North Royalton exit (#231A). Cross over bridge and the hotel
is on the right hand side.

FROM THE OHIO TURNPIKE EAST AND WEST
Ohio Turnpike (I-80) to I-71 South (exit 10). Exit at the North Royalton exit
(#231A). Cross over bridge and the hotel is on the right hand side.

FROM THE EAST
I-480 West to I-71 South. Exit at the North Royalton exit (#231A). Cross over
bridge and the hotel is on the right hand side.

FROM THE SOUTH
I-71 North to the Strongsville exit (#231). Turn right at end of ramp and hotel
is on the right hand side.

[MAP]

<PAGE> 32

RPM, INC.

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

[ ]

<TABLE>
<S> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS- For Withhold For All In their discretion to act on any
Nominees: 01-Lorrie Gustin, 02-James A. Karman, All All Except* other matter or matters which may
03-Donald K. Miller [ ] [ ] [ ] properly come before the meeting.

----------------------------------------------
*(Except for nominee(s) written above)

2. Proposal to approve and adopt an amendment to the For Against Abstain Change of Address (mark box and
Company's 1996 Key Employees Stock Option Plan. [ ] [ ] [ ] revise pre-printed address as
necessary). [ ]

Will Attend Annual Meeting. [ ]

Date: , 2000
-------------------------

-------------------------------------
Signature(s)

-------------------------------------
Signature(s)
Note: Please sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee, or
guardian, please give full title as
such.

</TABLE>

--------------------------------------------------------------------------------

- FOLD AND DETACH HERE -

PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.

5409-RPM, INC.-COMMON
<PAGE> 33

PROXY PROXY
DIRECTION CARD

RPM, INC. 401(k) TRUST AND PLAN
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE

The undersigned hereby directs Key Trust Company of Ohio, N.A., RPM, Inc. 401(k)
Trust and Plan Trustee to vote Common Shares held for the undersigned's 401(k)
Plan account at the Annual Meeting of Shareholders of the Company to be held at
the Holiday Inn Select located at Interstate 71 and Route 82 East, Strongsville,
Ohio, on Thursday, October 12, 2000 at 2:00 P.M. Eastern Daylight Time, and at
any adjournment or postponement thereof, as specified, WITH THE UNDERSTANDING
THAT IF A SIGNED DIRECTION CARD IS RETURNED WITH NO DIRECTIONS GIVEN ON REVERSE
SIDE, SAID SHARES WILL BE VOTED "FOR" THE ELECTION OF THE THREE DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS, "FOR" THE PROPOSAL TO APPROVE AND ADOPT AN
AMENDMENT TO THE COMPANY'S 1996 KEY EMPLOYEES STOCK OPTION PLAN AND TO VOTE IN
ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING. ANY CONFIDENTIAL DIRECTION CARDS WHICH ARE NOT RETURNED WILL BE
VOTED IN THE SAME PROPORTION AS THE RETURNED CARDS.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE.

--------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

<PAGE> 34

RPM, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

[ ]

<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS-- For Withhold For All
Nominees: 01-Lorrie Gustin, 02-James A. Karman, All All Except* In their discretion to act on any other matter or
03-Donald K. Miller [ ] [ ] [ ] matters which may properly come before the
meeting.
-----------------------------------------------
*(Except for nominee(s) written above)

2. Proposal to approve and adopt an amendment to the For Against Abstain PLEASE DATE, SIGN AND RETURN PROMPTLY
Company's 1996 Key Employees Stock Option Plan. [ ] [ ] [ ] IN THE ACCOMPANYING ENVELOPE.

Date: , 2000
--------------------------

-------------------------------------
Signature(s)

-------------------------------------
Signature(s)
Note: Your signature to this
Direction Card form should be exactly
the same as the name imprinted
hereon. Persons signing as executors,
administrators, trustees or in
similar capacities should so
indicate.
</TABLE>

--------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

5416--RPM, INC. TRUST--401(k)
<PAGE> 35

PROXY PROXY
DIRECTION CARD

RPM, INC. UNION 401(k) PLAN
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE

The undersigned hereby directs Key Trust Company of Ohio, N.A., RPM, Inc. Union
401(k) Plan Trustee to vote Common Shares held for the undersigned's 401(k) Plan
account at the Annual Meeting of Shareholders of the Company to be held at the
Holiday Inn Select located at Interstate 71 and Route 82 East, Strongsville,
Ohio, on Thursday, October 12, 2000 at 2:00 P.M. Eastern Daylight Time, and at
any adjournment or postponement thereof, as specified, WITH THE UNDERSTANDING
THAT IF A SIGNED DIRECTION CARD IS RETURNED WITH NO DIRECTIONS GIVEN ON REVERSE
SIDE, SAID SHARES WILL BE VOTED "FOR" THE ELECTION OF THE THREE DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS, "FOR" THE PROPOSAL TO APPROVE AND ADOPT AN
AMENDMENT TO THE COMPANY'S 1996 KEY EMPLOYEES STOCK OPTION PLAN AND TO VOTE IN
ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING. ANY CONFIDENTIAL DIRECTION CARDS WHICH ARE NOT RETURNED WILL BE
VOTED IN THE SAME PROPORTION AS THE RETURNED CARDS.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE.

--------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 36

RPM, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

[ ]

<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS- For Withhold For All
Nominees: 01-Lorrie Gustin, 02-James A. Karman, All All Except(*) In their discretion to act on any other matter or
03-Donald K. Miller [ ] [ ] [ ] matters which may properly come before the
meeting.

--------------------------------------------
*(Except for nominee(s) written above)

Date: , 2000
--------------------------

-------------------------------------
Signature(s)

--------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

5410--RPM, INC. UNION--401(k)