RE: AMENDMENT TO EMPLOYMENT AGREEMENT AND CONSULTING

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EXHIBIT 10.2

RPM, INC.

2628 PEARL ROAD, P.O. BOX 777

MEDINA, OHIO 44258

October 14, 2002

Mr. James A. Karman

RPM, Inc.

P.O. Box 777

Medina, Ohio 44258

RE: AMENDMENT TO EMPLOYMENT AGREEMENT AND CONSULTING

AGREEMENT AND ASSUMPTION BY RPM INTERNATIONAL INC., A

DELAWARE CORPORATION ("NEW PARENT")

Dear Jim:

The purpose of this letter (the "Amendment") is to amend your existing

Amended and Restated Employment Agreement, dated as of February 1, 2001 (the

"Employment Agreement"), with RPM, Inc., an Ohio corporation (the "Company"),

and your existing letter agreement, dated as of April 12, 2002, with the Company

relating to succession and post-retirement consulting (the "Consulting

Agreement"), and to provide for the assumption of the Employment Agreement and

Consulting Agreement by New Parent.

BACKGROUND. As you know, the Company will be reincorporating in Delaware

pursuant to an Agreement and Plan of Merger, dated as of August 29, 2002, among

the Company, New Parent and RPM Merger Company, an Ohio corporation (the "Merger

Subsidiary"), pursuant to which, effective as of 9:00 a.m. Eastern Time on

October 15, 2002 (the "Effective Time"), (i) the Merger Subsidiary will merge

with and into the Company, (ii) each common share, without par value, of the

Company issued and outstanding immediately prior to the Effective Time will be

converted into one share of Common Stock, par value $.01 per share, of New

Parent, and (iii) New Parent will become the ultimate parent company of the

Company and of all of the Company's direct and indirect subsidiaries existing as

of immediately prior to the Effective Time (the "Reincorporation"). As part of

such Reincorporation, the Company will be assigning, and New Parent will be

assuming, certain contracts, rights, obligations and responsibilities of the

Company existing immediately prior to the Effective Time, including the

Employment Agreement and Consulting Agreement, as amended by this Amendment.

In addition, immediately following the Effective Time, the Company and

New Parent will enter into a Reorganization Agreement, pursuant to which the

Company will

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transfer the stock ownership of certain of its subsidiary operating companies to

New Parent and New Parent, in turn, will transfer the stock ownership of certain

of these operating companies to intermediate holding companies that are

subsidiaries of New Parent, and will retain the stock ownership of certain other

of these operating companies.

AMENDMENTS AND CHANGES TO EMPLOYMENT AGREEMENT. The following amendments

and changes are hereby made to the Employment Agreement, each of which shall

become effective as of the date hereof:

(1) Successors; Novation. Section 8 of the Employment Agreement is

hereby amended by adding the following at the end thereof:

"As used in this Agreement (including Schedule A attached hereto), from

and after 9:00 a.m. Eastern Time on October 15, 2002 (the "Effective

Time"), (a) the term "Company" shall be deemed to mean RPM International

Inc., a Delaware corporation ("New Parent"), and shall no longer mean

RPM, Inc., an Ohio corporation, and (b) each reference to "RPM, Inc."

(other than references to "RPM, Inc., an Ohio corporation") shall be

changed to and mean "RPM International Inc." Executive, RPM, Inc., an

Ohio corporation, and New Parent expressly agree that from and after the

Effective Time, (x) New Parent shall be substituted as the "Company"

under this Agreement and shall be entitled to all rights and interests

of the Company under this Agreement as if New Parent were the original

party to this Agreement, (y) New Parent shall assume and perform all the

duties and obligations of the Company under this Agreement as if New

Parent were the original party to this Agreement, and (z) RPM, Inc., an

Ohio corporation, shall be released from all duties and obligations and

have no further rights, duties or obligations under this Agreement, and

the parties to this Agreement shall consist solely of Executive and New

Parent, but this Agreement shall otherwise continue in full force and

effect without modification as a result thereof."

(2) Definition of Change in Control. The definition of "Change in

Control" in Schedule A to the Employment Agreement is hereby amended by adding

the following new paragraph at the end thereof:

"Notwithstanding the foregoing definition or anything contained in this

Agreement, a "Change in Control" shall not be deemed to have occurred as

a result of (i) RPM, Inc., an Ohio corporation, or New Parent entering

into the Merger Agreement or the Reorganization Agreement or (ii) the

consummation by RPM, Inc., an Ohio corporation, or New Parent of any of

the transactions contemplated by the Merger Agreement or the

Reorganization Agreement. As used herein, "Mer