AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

Exhibit 99.4

AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT

     This Amended and Restated Change in Control Agreement (this “Agreement”), dated as of November 13, 2006, is made by and between OM Group, Inc., a Delaware corporation (the “Company”), and Joseph M. Scaminace (“Executive”).

     WHEREAS, the Company considers it essential to the best interest of the Company and its stockholders that its management be encouraged to remain with the Company and to continue to devote its full attention to the Company’s business;

     WHEREAS, the Company recognizes that the possibility of a change in control may occur and that the uncertainty arising as a result of a potential change in control may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders;

     WHEREAS, the Company’s Board of Directors (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management, including Executive, to their assigned duties without distraction in the face of a potential Change in Control; and

     WHEREAS, the Company and the Executive desire for this Amended and Restated Change in Control Agreement to amend and supersede the Change in Control Agreement, dated June 13, 2005, between the Company and the Executive (the “Prior Agreement”) and any other Change in Control Agreements entered into prior to the date hereof;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and Executive hereby agree as follows:

1. Definitions.

     (a) “Additional Compensation” has the meaning set forth in Section 5(d).

     (b) “Affiliate” means a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person or entity specified.

     (c) “Agreement” has the meaning set forth in the Preamble.

     (d) “Base Compensation” has the meaning set forth in Section 5(d).

     (e) “Board” has the meaning set forth in the recitals.

     (f) “Business Combination” has the meaning set forth in Section 1(h).

     (g) “Cause” means (i) the willful and continued failure by Executive to perform his duties with the Company (other than for Death, Disability or Good Reason), after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes Executive has failed to perform his duties, or (ii) illegal conduct or gross misconduct by Executive involving moral turpitude that is materially and demonstrably injurious to the Company. For purposes of clause (ii) of the preceding sentence, no act or failure to act shall constitute “Cause” unless it is done, or omitted to be done, in bad faith or without Executive’s reasonable belief that such action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given Executive pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be undertaken in good faith and in the best interests of the Company. No termination of Executive by the Company shall be deemed to have been for “Cause” under either of clauses (i) or (ii) of the first sentence of this clause (f) unless the termination is pursuant to an action taken by a majority of the members of the Board then in office and, before the vote on that action is taken by the Board, Executive is first given notice by the Board, in reasonable detail, of the alleged act or acts by Executive that give rise to the proposed vote and Executive is given the opportunity to respond to those allegations at a duly called meeting of the Board at which Executive may be represented by counsel;

     (h) “Change in Control” means the occurrence of any of the following: (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 33% or more of the then outstanding Voting Shares; provided, however, that the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (4) any acquisition by any Person pursuant to a transaction that complies with clauses (A), (B) and (C) of Section 1(h)(iii) below; or (ii) individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including,

without limitation, an entity that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership immediately prior to such Business Combination of the Voting Shares, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 15% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board providing for such Business Combination; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

     (i) “COBRA Period” has the meaning set forth in Section 6(a).

     (j) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     (k) “Company” means OM Group, Inc., a Delaware corporation, and any successor to its business and/or assets which executes and delivers the agreement provided for in Section 12 of this Agreement or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

     (l) “Company Shares” has the meaning set forth in Section 5(e).

     (m) “Disability” has the meaning set forth in Section 4(c).

     (n) “Effective Date” has the meaning set forth in Section 3(b).

     (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (p) “Excise Tax” has the meaning set forth in Section 10(a).

     (q) “Executive” has the meaning set forth in the Preamble.

     (r) “Firm” has the meaning set forth in Section 10(b).

     (s) “Good Reason” means: (i) Executive’s base salary is reduced from the highest level in effect at any time during the one year period ending on the date of any Change in Control; (ii) the aggregate compensatory opportunities provided to Executive under any and all incentive, option, restricted stock, or other compensatory plans that were available to him and in effect at any time during the one year period ending on the date of any Change in Control (the “Pre-Change Compensatory Plans”) are reduced below the aggregate compensatory opportunities that were available to Executive under the Pre-Change Compensatory Plans during the last fiscal year of the Company ending before the occurrence of any Change in Control or during the one year period ending on the date of any Change of Control, whichever period had the higher aggregate compensatory opportunities for Executive (the “Pre-Change Aggregate

Compensatory Opportunities”) unless Executive is provided with substitute incentive, option, restricted stock, and other compensatory plans that provide to Executive, in the aggregate, compensatory opportunities that are at least substantially equivalent to the Pre-Change Aggregate Compensatory Opportunities; (iii) following notice by Executive to the Surviving Entity and an opportunity by the Surviving Entity to cure, Executive is excluded from full participation in any incentive, option, restricted stock, or other compensation plan that is generally applicable to executive officers of the Surviving Entity after the Change in Control; (iv) the headquarters of the Surviving Entity is located outside of the Cleveland metropolitan area; (v) the Surviving Entity requires Executive to be based at or generally work from a primary business location that is outside of the Cleveland metropolitan area or the Surviving Entity requires Executive to travel on business to a substantially greater extent than required immediately prior to the Effective Date; (vi) Executive determines in good faith that his responsibilities, duties, or authorities with the Surviving Entity are materially reduced from those in effect with respect to the Company before the Change in Control and the reduction has not been cured within thirty days after Executive gives notice to the board of directors of the Surviving Entity of his election to terminate his employment based upon that reduction; (vii) Executive determines in good faith that as a result of the Change in Control he is unable to carry out the authorities, powers, functions, responsibilities, or duties as Chief Executive Officer of the Surviving Entity as those authorities, powers, functions, responsibilities, or duties attached to that position with respect to the Company as in effect before the Change in Control and the board of directors of the Surviving Entity fails to fully address those issues (as determined by Executive in good faith) within thirty days after Executive gives notice to the board of directors of the Surviving Entity of his determination under this clause; (viii) Executive determines in good faith that the board of directors of the Surviving Entity has adopted, explicitly or implicitly, a strategic plan for the Surviving Entity for any period after any Change in Control that varies materially from the strategic plan of the Company as that plan existed immediately before any member of the Board took any action that either was intended to result, directly or indirectly, in a Change in Control, or was in anticipation of, or reaction to, an anticipated Change in Control; (ix) Executive is not, or ceases to be, for any reason other than Death, Disability, or voluntary resignation, a member of the board of directors of the Surviving Entity; or (x) any failure by the Company to comply with and satisfy Section 12 of this Agreement.

     (t) “Gross-Up Payment” has the meaning set forth in Section 10(a).

     (u) Incumbent Board” has the meaning set forth in Section 1(h).

     (v) “Notice of Termination” has the meaning set forth in Section 4.

     (w) “OMG Related Persons” has the meaning set forth in Section 9(c).

     (x) “Options” has the meaning set forth in Section 5(e).

     (y) “Payment” has the meaning set forth in Section 10(a).

     (z) “Person” has the meaning set forth in Section 1(h).

     (aa) “Prior Agreement” has the meaning set forth in the recitals.

     (bb) “Release” has the meaning set forth in Section 5.

     (cc) “Retirement” has the meaning set forth in Section 4(b).

     (dd) “Subsidiary” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding securities entitled to vote generally in the election of directors of the entity.

     (ee) “Surviving Entity” means the entity surviving or resulting from any Change in Control involving the Company or (if the Company becomes a subsidiary in the transaction) the ultimate parent of the Company.

     (ff) “Term” means the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

     (gg) “Termination Date” has the meaning set forth in Section 4.

     (hh) “Underpayment” has the meaning set forth in Section 10(b).

     (ii) “Voting Shares” means at any time, the then-outstanding securities entitled to vote generally in the election of directors of the Company.

     (jj) “Without Cause” means termination of Executive’s employment for reasons other than for Death, Retirement, Disability or Cause.

2. Term.

     The Term of this Agreement shall commence on the date first written above and shall continue in effect through December 31, 2009; provided, however, that commencing on January 1, 2009 and each January 1 thereafter, the Term shall be automatically extended for one (1) additional year unless, not later than September 30 of the preceding year, the Company or Executive shall have given written notice to the other party electing not to extend the Term; and provided further, that if a Change in Control shall have occurred during the Term, the Term shall expire on the last to occur of (x) the last day of the twelfth (12th) month following the month in which such Change in Control occurred or (y) the last day of the scheduled term of employment of Executive under any written employment agreement in effect between Executive and the Company at any time before any Change in Control. Notwithstanding any other provision hereof, the Term shall expire upon (a) any termination of Executive’s employment prior to a Change in Control, so long as such termination is not done in anticipation of or in connection with a Change in Control, and (b) Executive’s death or resignation prior to a Change in Control.

3. Change in Control.

     (a) No benefits shall be payable hereunder unless a Change in Control occurs, and, during the Term, Executive’s employment with the Company is terminated either by Executive for Good Reason or by the Company Without Cause. This Agreement is not intended to apply to termination of Executive’s employment by reason of death, Disability or Retirement.

     (b) The first date upon which a Change in Control as defined above takes place shall be known as the “Effective Date.” Notwithstanding anything in this Agreement to the contrary, if a Change in Control occurs and if Executive’s employment with the Company is terminated by the Company prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination (i) was at the request of a third party who had taken steps reasonably calculated to effect a Change in Control or (ii) was by the Company and arose with or in anticipation of a Change in Control, then for all purposes of this Agreement, Executive’s employment shall be deemed to have been terminated by the Company Without Cause under Section 4(f) of this Agreement and the “Effective Date” shall mean the date immediately prior to the Termination Date (as defined in Section 4 hereof).

4. Termination of Employment.

     Executive’s employment with the Company shall or may be terminated, as the case may be, for any of the following reasons:

     (a) termination of Executive’s employment due to Executive’s death;

     (b) termination of Executive’s employment by Executive at or after the attainment of age sixty-five (65) or pursuant to a duly adopted retirement policy of the Company (“Retirement”);

     (c) termination of Executive’s employment either by Executive or by the Company after Executive is physically or mentally incapacitated for a period of one hundred eighty (180) consecutive days such that Executive cannot substantially perform Executive’s duties of employment with the Company on a full-time basis (“Disability”);

     (d) the Company may terminate Executive’s employment at any time for Cause but only if the Company has Cause both (i) as defined in this Agreement and (ii) as defined in any written employment agreement between Executive and the Company that remains in effect as of the date of the Change in Control (For the avoidance of doubt, the Company may not at any time after a Change in Control terminate Executive’s employment for cause under the terms of any employment agreement between Executive and the Company unless the Company also has Cause, as defined in this Agreement, to terminate Executive’s employment);

     (e) Executive may terminate his employment for Good Reason; and

     (f) the Company may terminate Executive’s employment at any time Without Cause.

Except in the case of Retirement or death or as otherwise provided in Section 3(b) hereof, termination of Executive’s employment shall be effective only as of the earliest date (hereinafter referred to as the “Termination Date”) specified by either Executive or the Company in a written notice of termination (“Notice of Termination”) delivered to the other party hereto.

5. Severance Pay.

     If a Change in Control occurs, and, during the Term, Executive’s employment with the Company is terminated either by Executive for Good Reason or by the Company Without Cause,

then in addition to all other benefits that Executive has earned prior to such termination or to which Executive is otherwise entitled, the Company shall pay to Executive as severance pay, in a lump sum, the following amounts:

     (a) Executive’s full base salary earned through the Termination Date at the rate in effect prior to the date Notice of Termination is given, to the extent not theretofore paid;

     (b) Executive’s bonus for the previously completed fiscal year of the Company, to the extent not theretofore paid;

     (c) Executive’s target bonus (i.e. based on achievement of performance goals at the 100% level) for the fiscal year in which the Notice of Termination was given, pro rated to reflect the number of days Executive was employed with the Company during such fiscal year;

     (d) an amount equal to the product of (i) the sum of (x) Executive’s annual base salary at the highest rate in effect at any time before the Termination Date (whether before or after any Change in Control) and (y) the amount of any Additional Compensation (hereinafter defined) (the sum of such annual base salary and Additional Compensation shall be referred to as Executive’s “Base Compensation”) and (ii) the number three (3). The term “Additional Compensation” means the quotient of (i) the sum of (x) Executive’s annual (measured by a fiscal year) total incentive compensation, commissions, bonuses, amounts deferred under any non-qualified deferred compensation program of the Company declared and/or received for each of the last three full fiscal years immediately preceding the Effective Date, and (y) any elective contributions that are made by or on behalf of Executive under any plan maintained by the Company that are not includible in gross income under Section 125 or 402(e)(3) of the Internal Revenue Code of 1986, as amended from time to time, but excluding moving or educational reimbursement expenses, amounts realized from the exercise of any stock options, sale of restricted stock, and imputed income attributable to any fringe benefit, divided by (ii) three; provided, however, that in the event Executive was employed by the Company for a period of time less than three full fiscal years immediately preceding the Effective Date, the foregoing provisions shall be adjusted to cause Executive’s Additional Compensation to be determined based upon the average of such payments and benefits for the number of full fiscal years immediately preceding the Effective Date in which Executive was employed by the Company; provided further that in the event Executive was employed by the Company for a period of time less than one full fiscal year, the foregoing provisions shall be adjusted to cause Executive’s Additional Compensation to be determined based upon the projected target annual payments and benefits that would be provided to Executive immediately preceding the Effective Date; and provided further that the dollar value of Additional Compensation for these purposes shall not be less than $950,000.

     (e) in lieu of shares of common stock of the Company, par value $0.01 per share (“Company Shares”) issuable upon exercise of options (“Options”), if any, granted to Executive under any Company stock option plan (which Options shall be deemed canceled upon the making of the payment herein referred to), Executive shall receive an amount in cash equal to the aggregate spread between the exercise prices of all such Options that are outstanding and held by Executive (whether or not then fully vested or exercisable and taking into account only options as to which the exercise price is less than the higher of (i) or (ii) as set forth below) and the

higher of (i) the mean of the high and low trading prices of Company Shares on the New York Stock Exchange on the Termination Date or (ii) the highest price per Company Share actually paid in connection with any Change in Control;

     (f) all unvested shares of restricted stock of the Company, if any, granted to Executive under any Company equity compensation plan, shall immediately vest and shall be redeemed by the Company for an amount in cash equal to the higher of (i) the mean of the high and low trading prices of Company Shares on the New York Stock Exchange on the Termination Date or (ii) the highest price per Company Share actually paid in connection with any Change in Control;

     (g) an amount of cash equal to any unvested portion of Executive’s interest in any of the Company’s nonqualified retirement plans or tax-qualified pension plans as of the Termination Date.

Executive will be required to deliver a written instrument in form and substance reasonably satisfactory to the Company releasing the Company and its Affiliates from any and all claims or causes of action of any kind arising from or relating to Executive’s employment with the Company (a “Release”) before receiving payments hereunder. The payments described in this Section 5 shall be payable on or before the fifth (5^th) day following the expiration of any revocation period relating to such Release. Notwithstanding anything to the contrary contained in this Section 5, if any payment to Executive, the payment date of which is determined by reference to Executive’s termination of employment, would constitute a “deferral of compensation” under Section 409A of the Code and Executive is a “specified employee” (as such phrase is defined in Section 409A of the Code), Executive (or Executive’s beneficiary) will receive payment of the amounts described in this Section 5 upon the earlier of (i) six (6) months following Executive’s “separation from service” with the Company (as such phrase is defined in Section 409A of the Code) or (ii) Executive’s death. The payments described in Sections 5(c)-(g) shall be in lieu of all other s