Exhibit 10.2


[RPM Letterhead]
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RONALD A. RICE
VICE PRESIDENT - ADMINISTRATION
ASSISTANT SECRETARY

April 12, 2002


Mr. James A. Karman
Vice Chairman
RPM, INC.
P.O. Box 777
Medina, OH 44258

RE: Succession and Post-Retirement Consulting

Dear Jim:

During the past year, as you are well aware, the Compensation Committee, on
behalf of the entire Board, has been engaged in a thorough review of the
executive management transition and succession process. In order to facilitate a
smooth and orderly transition of responsibilities within RPM's executive
management team upon your retirement on January 1, 2003, the Compensation
Committee has considered and recommended that RPM retain your continued services
as a Consultant. The significant events leading up to your retirement and the
overall terms of your consulting relationship with RPM have been mutually agreed
to as follows:

1)   Effective October 11, 2002 you will step down as Vice Chairman of RPM.
     However, you have agreed to continue to serve as Board member in Class II
     until the expiration of that term or until a successor has been duly
     elected.

2)   Effective January 1, 2003, you will retire from employee status.

3)   For the seventeen (17) month period, January 1, 2003 through May 31, 2004
     (the "Consulting Period"), you have agreed to maintain a commitment to RPM
     by utilizing your professional experience and business relationships to
     assist in the area of investor relations (or such other areas), as may be
     reasonably requested from time-to-time by the Company.

The Compensation Committee has recognized and RPM agrees that your continued
commitment beyond retirement, as a Consultant, will bring meaningful value to
the Company and its shareholders. Given the material benefits to RPM, the
Company has agreed to the following compensation and benefits transition and
structure:

1.   EMPLOYMENT AGREEMENT DATED FEBRUARY 1, 2001 -- By the terms of this
     Agreement, and coincident with your retirement date, your Employment Period
     will expire on January 1, 2003. Accordingly, you will no longer be entitled
     to further payment of your active employee Base Salary and will no longer
     be entitled to participate in the Benefit Plans, except as required by law,
     the terms of the Benefit Plans, or as provided for during the Consulting
     Period (see below).





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                                                                          PAGE 2


 2.  CONSULTING PERIOD -- During the seventeen (17) month Consulting Period, the
     Company will pay you a gross amount of $970,417 (which will be paid in
     equal monthly installments throughout the Consulting Period) for your
     services as Consultant and Board Member. In addition, during the Consulting
     Period, you will also be entitled to the following benefits at the
     Company's sole cost and expense:

     a.   Use of your current Company Car, whereupon at the end of the
          Consulting Period, the Company will purchase and transfer full
          ownership to you;
     b.   Continued coverage under the Company's Health Insurance Plan for you
          and your eligible dependent;
     c.   Continued payment of the standard monthly membership dues during the
          Consulting Period for one country club, and the quarterly membership
          dues for The Union Club; and
     d.   Continuation of financial planning services, as currently provided.

     The Company believes the arrangements described above provide RPM with
     assurance of an orderly and effective transition and provides the
     management team continued access to your unique knowledge, insights and
     experience. This letter constitutes the entire agreement concerning this
     subject matter and supersedes all prior and contemporaneous agreements, if
     any.

     Sincerely yours,

     RPM, INC.


     /s/ Ronald A. Rice

     Ronald A. Rice
     Vice President -- Administration and Assistant Secretary

     cc       Compensation Committee
              Frank C. Sullivan
              P. Kelly Tompkins


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     I HAVE READ, UNDERSTAND AND ACCEPT ALL OF THE TERMS AND CONDITIONS AS SET
     FORTH IN THIS LETTER AGREEMENT.


        /s/ James A. Karman                            May 24, 2002
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      (Signature)                                           Date

       /s/ Mary Hall Crawford                            5-24-02
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      (Witness)                                             Date