RPM INC/OH/
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>l96562aexv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                                                                    Exhibit 10.3





                             PERFORMANCE UNDERTAKING

          This Performance Undertaking (this "UNDERTAKING"), dated as of June 6,
2002, is executed by RPM, Inc., an Ohio corporation ("RPM" or the "PERFORMANCE
GUARANTOR") in favor of RPM Funding Corporation, a Delaware corporation
(together with its successors and assigns, "RECIPIENT").

                                    RECITALS

          Consolidated Coatings Corporation, an Ohio corporation,
     Weatherproofing Technologies, Inc., a Delaware corporation, DAP Products
     Inc., a Delaware corporation, The Testor Corporation, an Ohio corporation,
     Zinsser Co., Inc., a New Jersey corporation, Tremco Incorporated, an Ohio
     corporation, Rust-Oleum Corporation, an Illinois corporation, The Euclid
     Chemical Performance Guarantor , an Ohio corporation, Republic Powdered
     Metals, Inc., an Ohio corporation (all of the foregoing, collectively, the
     "ORIGINATORS"), and Recipient have entered into a Receivables Sale
     Agreement, dated as of June 6, 2002 (as amended, restated or otherwise
     modified from time to time, the "SALE AGREEMENT"), pursuant to which the
     Originators are selling and contributing to Recipient their respective
     right, title and interest in their accounts receivable and certain related
     rights subject to the terms and conditions contained therein.

          Recipient, RPM, as Servicer, Jupiter Securitization Corporation, Blue
     Ridge Asset Funding Corporation, Bank One, NA (Main Office Chicago),
     individually, as Jupiter Agent and as Administrative Agent, and Wachovia
     Bank, National Association, individually and as Blue Ridge Agent, have
     entered into a Receivables Purchase Agreement, dated as of June 6, 2002 (as
     amended, restated or otherwise modified from time to time, the "PURCHASE
     AGREEMENT"), pursuant to which Recipient is selling undivided interests in
     its assets to the Administrative Agent for the benefit of the Purchasers
     subject to the terms and conditions contained therein.

          Performance Guarantor owns, directly or indirectly, one hundred
     percent (100%) of the Equity Interests of each of the Originators, and
     Performance Guarantor and the Originators, collectively, own, directly or
     indirectly, 100% of the Equity Interests of Recipient. As a result, each of
     the Originators (and, accordingly, Performance Guarantor) is expected to
     receive substantial direct or indirect benefits from the Originators' sale
     and contribution of accounts receivable to Recipient pursuant to the Sale
     Agreement (which benefits are hereby acknowledged).

          As an inducement for Recipient to acquire and to continue to acquire
     the Originators' accounts receivable pursuant to the Sale Agreement,
     Performance Guarantor has agreed to guarantee the due and punctual
     performance by each of the Originators of its respective obligations under
     the Sale Agreement.

                                    AGREEMENT




<PAGE>


          NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

          Section 1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the meanings attributed thereto in the Sale Agreement
or the Purchase Agreement, and "GUARANTEED OBLIGATIONS" means, collectively, all
covenants, agreements, terms, conditions and indemnities to be performed and
observed by any of the Originators under and pursuant to the Sale Agreement and
each other document executed and delivered by any of them pursuant to the Sale
Agreement, including, without limitation, the due and punctual payment of all
sums which are or may become due and owing by any of the Originators under the
Sale Agreement, whether for fees, expenses (including counsel fees), indemnified
amounts or otherwise, whether upon any termination or for any other reason.

          Section 2. GUARANTY OF PERFORMANCE OF GUARANTEED OBLIGATIONS.
Performance Guarantor hereby guarantees to Recipient, the full and punctual
payment and performance by each of the Originators of its Guaranteed
Obligations. This Undertaking is an absolute, unconditional and continuing
guaranty of the full and punctual performance of all Guaranteed Obligations
under the Sale Agreement, and each other document executed and delivered by any
of the Originators pursuant to the Sale Agreement and is in no way conditioned
upon any requirement that Recipient first attempt to collect any amounts owing
by the Originators to Recipient, any Agent or any Purchaser from any other
Person or resort to any collateral security, any balance of any deposit account
or credit on the books of Recipient, any Agent or any Purchaser in favor of any
of the Originators or any other Person or other means of obtaining payment.
Should any of the Originators default in the payment or performance of any of
its Guaranteed Obligations, Recipient (or its assigns) may cause the immediate
performance by Performance Guarantor of such Guaranteed Obligations and cause
any payment of Guaranteed Obligations to become forthwith due and payable to
Recipient (or its assigns) by Performance Guarantor, without demand or notice of
any nature (other than as expressly provided herein), all of which are hereby
expressly waived by Performance Guarantor.

          Section 3. PERFORMANCE GUARANTOR'S FURTHER AGREEMENTS TO PAY.
Performance Guarantor further agrees, as the principal obligor and not as a
guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in
funds immediately available to Recipient, all reasonable costs and expenses
(including court costs and reasonable legal expenses) incurred or expended by
Recipient in connection with the Guaranteed Obligations, this Undertaking and
the enforcement thereof, together with interest on amounts recoverable under
this Undertaking from the time when such amounts become due until payment, at a
rate of interest (computed for the actual number of days elapsed based on a
360-day year) equal to the Prime Rate plus 2% per annum, such rate of interest
changing when and as the Prime Rate changes.

          Section 4. WAIVERS BY PERFORMANCE GUARANTOR. Performance Guarantor
waives notice of acceptance of this Undertaking, notice of any action taken or
omitted by Recipient (or its assigns) in reliance on this Undertaking, and any
requirement that Recipient (or its assigns) be diligent or prompt in making
demands under this Undertaking, giving notice of any Termination Event,
Amortization Event, other default or omission by any of the Originators or
asserting any other rights of Recipient under this Undertaking. Performance
Guarantor warrants that it has adequate means to obtain from the Originators, on
a continuing basis, information concerning their financial condition, and that
it is not relying on Recipient to provide such information, now



                                       2

<PAGE>



or in the future. Performance Guarantor also irrevocably waives all defenses (i)
that at any time may be available in respect of the Guaranteed Obligations by
virtue of any statute of limitations, valuation, stay, moratorium law or other
similar law now or hereafter in effect or (ii) that arise under the law of
suretyship, including impairment of collateral. Recipient (and its assigns)
shall be at liberty, without giving notice to or obtaining the assent of
Performance Guarantor and without relieving Performance Guarantor of any
liability under this Undertaking, to deal with each of the Originators and with
each other party who now is or after the date hereof becomes liable in any
manner for any of the Guaranteed Obligations, in such manner as Recipient in its
sole discretion deems fit, and to this end Performance Guarantor agrees that the
validity and enforceability of this Undertaking, including without limitation,
the provisions of Section 7 hereof, shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof
or any agreement relating thereto at any time; (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or any collateral securing
the Guaranteed Obligations or any part thereof; (c) any waiver of any right,
power or remedy or of any Termination Event, Amortization Event, or default with
respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto; (d) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any other
obligation of any Person or entity with respect to the Guaranteed Obligations or
any part thereof; (e) the enforceability or validity of the Guaranteed
Obligations or any part thereof or the genuineness, enforceability or validity
of any agreement relating thereto or with respect to the Guaranteed Obligations
or any part thereof; (f) the application of payments received from any source to
the payment of any payment obligations of any Originator or any part thereof or
amounts which are not covered by this Undertaking even though Recipient (or its
assigns) might lawfully have elected to apply such payments to any part or all
of the payment obligations of Originators or to amounts which are not covered by
this Undertaking; (g) the existence of any claim, setoff or other rights which
Performance Guarantor may have at any time against Originators in connection
herewith or any unrelated transaction; (h) any assignment or transfer of the
Guaranteed Obligations or any part thereof; or (i) any failure on the part of
Originators to perform or comply with any term of the Sale Agreement or any
other document executed in connection therewith or delivered thereunder, all
whether or not Performance Guarantor shall have had notice or knowledge of any
act or omission referred to in the foregoing clauses (a) through (i) of this
Section 4.

          Section 5. UNENFORCEABILITY OF GUARANTEED OBLIGATIONS AGAINST
ORIGINATORS. Notwithstanding (a) any change of ownership of Originators or the
insolvency, bankruptcy or any other change in the legal status of Originators;
(b) any change in or the imposition of any law, decree, regulation or other
governmental act which does or might impair, delay or in any way affect the
validity, enforceability or the payment when due of the Guaranteed Obligations;
(c) the failure of any of the Originators or Performance Guarantor to maintain
in full force, validity or effect or to obtain or renew when required all
governmental and other approvals, licenses or consents required in connection
with the Guaranteed Obligations or this Undertaking, or to take any other action
required in connection with the performance of all obligations pursuant to the
Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included
in the Guaranteed Obligations have become irrecoverable from any of the
Originators for any other reason other than final payment in full of the payment
Guaranteed Obligations in


                                       3


<PAGE>


accordance with their terms, this Undertaking shall nevertheless be binding on
Performance Guarantor. This Undertaking shall be in addition to any other
guaranty or other security for the Guaranteed Obligations, and it shall not be
rendered unenforceable by the invalidity of any such other guaranty or security.
In the event that acceleration of the time for payment of any of the Guaranteed
Obligations is stayed upon the insolvency, bankruptcy or reorganization of any
of the Originators or for any other reason with respect to any of the
Originators, all such amounts then due and owing with respect to the Guaranteed
Obligations under the terms of the Sale Agreement, or any other agreement
evidencing, securing or otherwise executed in connection with the Guaranteed
Obligations, shall be immediately due and payable by Performance Guarantor.

          Section 6. REPRESENTATIONS; WARRANTIES AND COVENANTS.

          6.1. REPRESENTATIONS AND WARRANTIES. Performance Guarantor hereby
represents and warrants to Recipient that:

          (a) EXISTENCE AND POWER. Performance Guarantor is duly organized,
validly existing and in good standing under the laws of its state of
organization. Performance Guarantor is duly qualified to do business and is in
good standing as a foreign corporation, and has and holds all corporate power
and all governmental licenses, authorizations, consents and approvals required
to carry on its business in each jurisdiction in which its business is conducted
except where the failure to so qualify or so hold could not reasonably be
expected to have a Material Adverse Effect.

          (b) POWER AND AUTHORITY; DUE AUTHORIZATION, EXECUTION AND DELIVERY.
The execution and delivery by Performance Guarantor of this Undertaking, and the
performance of its obligations hereunder, are within its corporate powers and
authority and have been duly authorized by all necessary corporate action on its
part. This Undertaking has been duly executed and delivered by Performance
Guarantor.

          (c) NO CONFLICT. The execution and delivery by Performance Guarantor
of this Undertaking, and the performance of its obligations hereunder do not
contravene or violate (i) its certificate or articles of incorporation or
by-laws, (ii) any law, rule or regulation applicable to it, (iii) any
restrictions under any agreement, contract or instrument to which it is a party
or by which it or any of its property is bound, or (iv) any order, writ,
judgment, award, injunction or decree binding on or affecting it or its
property, and do not result in the creation or imposition of any Adverse Claim
on assets of Performance Guarantor or its Subsidiaries (except as created under
the Transaction Documents) except, in any case, where such contravention or
violation could not reasonably be expected to have a Material Adverse Effect;
and no transaction contemplated hereby requires compliance with any bulk sales
act or similar law.

          (d) GOVERNMENTAL AUTHORIZATION. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution and delivery by Performance
Guarantor of this Undertaking and the performance of its obligations hereunder.




                                       4
<PAGE>


          (e) BINDING EFFECT. This Undertaking constitutes the legal, valid and
binding obligation of Performance Guarantor, enforceable against Performance
Guarantor in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

          (f) NO ACTIONS; SUITS. There are no actions, suits or proceedings
pending, or to the best of Performance Guarantor's knowledge, threatened,
against or affecting Performance Guarantor, or any of its properties, in or
before any court, arbitrator or other body, that could reasonably be expected to
have a Material Adverse Effect. Performance Guarantor is not in default with
respect to any order of any court, arbitrator or governmental body.

          (g) MATERIAL ADVERSE EFFECT. Since May 31, 2001, no event has occurred
that would have a Material Adverse Effect.

          6.2. FINANCIAL REPORTING COVENANT. Performance Guarantor hereby
covenants and agrees with Recipient that Performance Guarantor will maintain,
for itself and each of its Subsidiaries, a system of accounting established and
administered in accordance with GAAP, and furnish or cause to be furnished to
the Recipient and the Agents:

          (a) ANNUAL REPORTING. As soon as available and in any event within 90
days after the end of each fiscal year of the Performance Guarantor,
consolidated statements of income, shareholders' equity and cash flows of the
Performance Guarantor and its Subsidiaries for such year and the related
consolidated balance sheet as at the end of such year, setting forth in each
case in comparative form the corresponding figures for the preceding fiscal
year, and accompanied by an opinion thereon of independent certified public
accountants of recognized national standing, which opinion shall state that said
consolidated financial statements fairly present in all material respects the
consolidated financial condition and results of operations of the Performance
Guarantor and its Subsidiaries as at the end of, and for, such fiscal year;

          (b) QUARTERLY REPORTING. As soon as available and in any event within
60 days after the end of each fiscal quarter of the Performance Guarantor other
than the last fiscal quarter in each fiscal year, consolidated statements of
income, shareholders' equity and cash flows of the Performance Guarantor and its
Subsidiaries for such fiscal quarter and for the portion of the fiscal year
ended at the end of such fiscal quarter, and the related consolidated balance
sheet as at the end of such fiscal quarter.

          (c) COMPLIANCE CERTIFICATE. Together with the financial statements
required hereunder, a compliance certificate in substantially the form of
EXHIBIT IV to the Sale Agreement (replacing references therein to "Originator"
with references to "Performance Guarantor") signed by Performance Guarantor's
Authorized Officer and dated the date of such annual financial statement or such
quarterly financial statement, as the case may be.

          (d) SHAREHOLDERS STATEMENTS AND REPORTS. Promptly upon the mailing
thereof to the shareholders of the Performance Guarantor generally, copies of
all financial statements, reports and proxy statements so mailed.




                                       5
<PAGE>

          Section 7. SUBROGATION; SUBORDINATION. Notwithstanding anything to the
contrary contained herein, until the Guaranteed Obligations are paid in full,
Performance Guarantor: (a) will not enforce or otherwise exercise any right of
subrogation to any of the rights of Recipient, any Agent or any Purchaser
against any of the Originators, (b) hereby waives all rights of subrogation
(whether contractual, under Section 509 of the United States Bankruptcy Code, at
law or in equity or otherwise) to the claims of Recipient, the Agents and the
Purchasers against any of the Originators and all contractual, statutory or
legal or equitable rights of contribution, reimbursement, indemnification and
similar rights and "claims" (as such term is defined in the United States
Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire
against any of the Originators that arise from the existence or performance of
Performance Guarantor's obligations hereunder, (c) will not claim any setoff,
recoupment or counterclaim against any of the Originators in respect of any
liability of Performance Guarantor to any of the Originators and (d) waives any
benefit of and any right to participate in any collateral security which may be
held by any Agent or any Purchaser. The payment of any amounts due with respect
to any indebtedness of any of the Originators now or hereafter owed to
Performance Guarantor is hereby subordinated to the prior payment in full of all
of the Guaranteed Obligations. Performance Guarantor agrees that, after the
occurrence of any default in the payment or performance of any of the Guaranteed
Obligations, Performance Guarantor will not demand, sue for or otherwise attempt
to collect any such indebtedness of any of the Originators to Performance
Guarantor until all of the Guaranteed Obligations shall have been paid and
performed in full. If, notwithstanding the foregoing sentence, Performance
Guarantor shall collect, enforce or receive any amounts in respect of such
indebtedness while any Guaranteed Obligations are still unperformed or
outstanding, such amounts shall be collected, enforced and received by
Performance Guarantor as trustee for Recipient (and its assigns) and be paid
over to Recipient (or its assigns) on account of the Guaranteed Obligations
without affecting in any manner the liability of Performance Guarantor under the
other provisions of this Undertaking. The provisions of this Section 7 shall be
supplemental to and not in derogation of any rights and remedies of Recipient
under any separate subordination agreement which Recipient may at any time and
from time to time enter into with Performance Guarantor.

          Section 8. TERMINATION OF PERFORMANCE UNDERTAKING. Performance
Guarantor's obligations hereunder shall continue in full force and effect until
all Aggregate Unpaids (as defined in the Purchase Agreement) are finally paid
and satisfied in full and the Purchase Agreement is terminated, PROVIDED THAT
this Undertaking shall continue to be effective or shall be reinstated, as the
case may be, if at any time payment or other satisfaction of any of the
Guaranteed Obligations is rescinded or must otherwise be restored or returned
upon the bankruptcy, insolvency, or reorganization of any of the Originators or
otherwise, as though such payment had not been made or other satisfaction
occurred, whether or not Recipient (or its assigns) is in possession of this
Undertaking. No invalidity, irregularity or unenforceability by reason of the
federal bankruptcy code or any insolvency or other similar law, or any law or
order of any government or agency thereof purporting to reduce, amend or
otherwise affect the Guaranteed Obligations shall impair, affect, be a defense
to or claim against the obligations of Performance Guarantor under this
Undertaking.

          Section 9. EFFECT OF BANKRUPTCY. This Performance Undertaking shall
survive the insolvency of any of the Originators and the commencement of any
case or proceeding by or against any of the Originators under the federal
bankruptcy code or other federal, state or other




                                       6
<PAGE>


applicable bankruptcy, insolvency or reorganization statutes. No automatic stay
under the federal bankruptcy code with respect to any of the Originators or
other federal, state or other applicable bankruptcy, insolvency or
reorganization statutes to which any of the Originators is subject shall
postpone the obligations of Performance Guarantor under this Undertaking.

          Section 10. SETOFF. Regardless of the other means of obtaining payment
of any of the Guaranteed Obligations, Recipient is (and from and after the
occurrence of an Amortization Event under and as defined in the Purchase
Agreement which is not waived in writing by the Agents, the Administrative Agent
is) hereby authorized at any time and from time to time, without notice to
Performance Guarantor (any such notice being expressly waived by Performance
Guarantor) and to the fullest extent permitted by law, to set off and apply any
deposits and other sums against the obligations of Performance Guarantor under
this Undertaking, whether or not Recipient (or, if applicable, the
Administrative Agent) shall have made any demand under this Undertaking and
although such obligations may be contingent or unmatured.

          Section 11. TAXES. All payments to be made by Performance Guarantor
hereunder shall be made free and clear of any deduction or withholding. If
Performance Guarantor is required by law to make any deduction or withholding on
account of tax or otherwise from any such payment, the sum due from it in
respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, Recipient receive a net
sum equal to the sum which they would have received had no deduction or
withholding been made.

          Section 12. FURTHER ASSURANCES. Performance Guarantor agrees that it
will from time to time, at the request of Recipient (or its assigns), provide
information relating to the business and affairs of Performance Guarantor as
Recipient may reasonably request. Performance Guarantor also agrees to do all
such things and execute all such documents as Recipient (or its assigns) may
reasonably consider necessary or desirable to give full effect to this
Undertaking and to perfect and preserve the rights and powers of Recipient
hereunder.

          Section 13. SUCCESSORS AND ASSIGNS. This Performance Undertaking shall
be binding upon Performance Guarantor, its successors and permitted assigns, and
shall inure to the benefit of and be enforceable by Recipient and its successors
and assigns. Performance Guarantor may not assign or transfer any of its
obligations hereunder. Recipient may not assign or transfer any of its rights
hereunder except that Recipient may pledge (and hereby notifies the Performance
Guarantor that it has pledged) Recipient's right, title and interest hereunder
to the Administrative Agent, for the benefit of the Purchasers, under the
Purchase Agreement.

          Section 14. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Undertaking nor consent to any departure by Performance
Guarantor therefrom shall be effective unless the same shall be in writing and
signed by Recipient, the Agents and Performance Guarantor. No failure on the
part of Recipient to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right.




                                       7
<PAGE>


          Section 15. NOTICES. All notices and other communications provided for
hereunder shall be made in writing and shall be addressed as follows: if to
Performance Guarantor, at the address set forth beneath its signature hereto,
and if to Recipient, at the addresses set forth beneath its signature hereto, or
at such other addresses as each of Performance Guarantor or any Recipient may
designate in writing to the other. Each such notice or other communication shall
be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by
mail, three (3) Business Days after the time such communication is deposited in
the mail with first class postage prepaid or (c) if given by any other means,
when received at the address specified in this Section 15.

          Section 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
ILLINOIS.

          Section 17. CONSENT TO JURISDICTION. EACH OF PERFORMANCE GUARANTOR AND
RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN COOK COUNTY IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE
AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED
THEREUNDER AND EACH OF PERFORMANCE GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

          Section 18. BANKRUPTCY PETITION. Performance Guarantor hereby
covenants and agrees that, prior to the date that is one year and one day after
the payment in full of all outstanding senior Indebtedness of Recipient, it will
not institute against, or join any other Person in instituting against,
Recipient any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.

          Section 19. MISCELLANEOUS. This Undertaking constitutes the entire
agreement of Performance Guarantor with respect to the matters set forth herein.
The rights and remedies herein provided are cumulative and not exclusive of any
remedies provided by law or any other agreement, and this Undertaking shall be
in addition to any other guaranty of or collateral security for any of the
Guaranteed Obligations. The provisions of this Undertaking are severable, and in
any action or proceeding involving any state corporate law, or any state or
federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of Performance Guarantor hereunder
would otherwise be held or determined to be avoidable, invalid or unenforceable
on account of the amount of Performance Guarantor's liability under this
Undertaking, then, notwithstanding any other provision of this Undertaking to
the contrary, the amount of such liability shall, without any further action by
Performance Guarantor or Recipient, be automatically limited and reduced to the
highest amount that is valid and enforceable as determined in such action or
proceeding. Any provisions of this




                                       8
<PAGE>


Undertaking which are prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Unless otherwise
specified, references herein to "SECTION" shall mean a reference to sections of
this Undertaking.

                            (signature page follows)






















                                       9
<PAGE>





          IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking
to be executed and delivered as of the date first above written.

                        RPM, INC.


                        By: /s/ P. Kelly Tompkins
                           --------------------------------
                        Name: P. Kelly Tompkins
                             ------------------------------
                        Title: Vice President, General Counsel
                                and Secretary
                              -----------------------------

                        ADDRESS FOR NOTICES:
                        RPM, Inc.
                        2628 Pearl Road
                        P.O. Box 777
                        Medina, Ohio 44258

                        Attention: Treasurer
                        Phone: (330) 273-8837
                        Fax:   (330) 225-6574



ACKNOWLEDGED AND AGREED:

RPM FUNDING CORPORATION

By: /s/ P. Kelly Tompkins
   -----------------------------------
Name: P. Kelly Tompkins
     ---------------------------------
Title: Vice President, General Counsel
        and Secretary
      --------------------------------









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</TEXT>
</DOCUMENT>
