RPM INC/OH/
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>7
<FILENAME>l89965aex10-7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<PAGE>   1
                                                                   Exhibit 10.7
                                    RPM, INC.

                            BENEFIT RESTORATION PLAN
                            ------------------------

                            Effective January 1, 1991




<PAGE>   2









                                TABLE OF CONTENTS
                                -----------------


                                    Preamble

Section I                           Definitions

Section II                          Supplemental Restoration Benefits

Section III                         Payment of Benefits

Section IV                          Miscellaneous

Section V                           Effective Date




<PAGE>   3



                                    RPM, INC.

                            BENEFIT RESTORATION PLAN

                                    PREAMBLE
                                    --------


                  The principal objective of this Benefit Restoration Plan is to
provide benefits to certain employees participating in the Basic Retirement Plan
(as defined in Section I) of the Company, whose benefits from the plan are
limited by the application of Internal Revenue Code Sections 415 and 401(a)(17).
Eligibility for participation in the Plan shall be limited to executives
selected by the Board of Directors. This Plan will be effective January 1, 1991
and will be effective as to each Participant on the date he or she is designated
as such hereunder. The Company intends and desires by the adoption of this
Benefit Restoration Plan to recognize the value to the Company of the past and
present services of such employees and to encourage their continued services to
the Company by making more adequate provisions for their retirement security.


                                       (i)

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                                    SECTION 1
                                    ---------
                                   DEFINITIONS
                                   -----------

                  1.1      ADMINISTRATOR means the Company or any person or
                           entity to which the authority to administer this Plan
                           and the Basic Retirement Plan has been delegated by
                           the Company.

                  1.2      AFFILIATE means any corporation, partnership or other
                           organization which, during any period of employment
                           of a Participant, was at least 50% controlled by the
                           Company or an affiliate of the Company.

                  1.3      BASIC RETIREMENT PLAN means the RPM, Inc. Retirement
                           Plan as originally effective on June 1, 1989 and as
                           such plan may be amended from time to time
                           thereafter.

                  1.4      BASIC DEATH BENEFIT means the amount of death benefit
                           payable from the Basic Retirement Plan to a
                           Participant's Surviving Spouse or Beneficiary, as
                           appropriate, determined by taking into account the
                           limitations contained in the Plan incorporating
                           Sections 415 and 401(a)(17) of the Code.


                                       1-1

<PAGE>   5



                  1.5      BASIC RETIREMENT BENEFIT means the amount of
                           retirement benefit payable from the Basic Retirement
                           Plan to a Participant determined by taking into
                           account the limitations contained in the Plan
                           incorporating Sections 415 and 401(a)(17) of the
                           Code.

                  1.6      BENEFICIARY means the beneficiary or beneficiaries
                           designated by the Participant to receive the Basic
                           Death Benefit under the Basic Retirement Plan.

                  1.7      CODE means the Internal Revenue Code of 1986, as
                           amended.

                  1.8      COMPANY means RPM, Inc., an Ohio corporation.

                  1.9      PARTICIPANT means an employee of the Company or an
                           Affiliate designated as a participant by the Board of
                           Directors. An employee shall become a Participant in
                           the Plan as of the date he or she is individually
                           selected by, and specifically named in the resolution
                           of the Board of Directors for inclusion in the Plan.
                           The Board of Directors may terminate the
                           participation of any Participant at any time. A
                           Participant shall automatically cease

                                       1-2

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                           to be a Participant on his date of termination of
                           employment.

                1.10       PLAN means this RPM, Inc. Benefit Restoration Plan.

                1.11       SUPPLEMENTAL DEATH RESTORATION BENEFIT means a death
                           benefit payable under this Plan to a Participant's
                           Surviving Spouse or Beneficiary, as appropriate,
                           equal to the Basic Death Benefit which would have
                           been payable to such Surviving Spouse or Beneficiary
                           under the Basic Retirement Plan without taking into
                           account the limitations contained in the Plan
                           incorporating Sections 415 and 401(a)(17) of the
                           Code, minus the Basic Death Benefit.

                1.12       SUPPLEMENTAL RETIREMENT RESTORATION BENEFIT means a
                           retirement benefit payable under this Plan to a
                           Participant equal to the Basic Retirement Benefit
                           which would have been payable to such Participant
                           under the Basic Retirement Plan without taking into
                           account the limitations contained in the Plan
                           incorporating Sections 415 and 401(a)(17) of the
                           Code, minus the Basic Retirement Benefit.

                1.13       SURVIVING SPOUSE means an individual who is a
                           surviving spouse as described in the Basic
                           Retirement Plan.

                                       1-3

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                1.14       The masculine gender, where appearing in the Plan,
                           will be deemed to include the feminine gender, and
                           the singular may include the plural, unless the
                           context clearly indicates the contrary.

                1.15       Words and phrases used herein with initial capital
                           letters or quotation marks which are defined in the
                           Basic Retirement Plan are used herein as so defined.

                                       1-4

<PAGE>   8



                                   SECTION II
                                   ----------
                        SUPPLEMENTAL RESTORATION BENEFITS
                        ---------------------------------

                  2.1      Subject to the other terms and conditions of this
                           Plan, the Company shall pay:

                           (a)      a Supplemental Retirement Restoration
                                    Benefit to each Participant who is eligible
                                    under this Plan; and

                           (b)      a Supplemental Death Restoration Benefit to
                                    the Surviving Spouse or Beneficiary, as
                                    applicable, of such a Participant.


                                       2-1

<PAGE>   9



                                  SECTION III
                                  -----------
                              PAYMENT OF BENEFITS
                              -------------------

                  3.1      UPON RETIREMENT

                           (a)      The Supplemental Retirement Restoration
                                    Benefit shall be payable to a Participant
                                    within a reasonable time after the
                                    Participant's retirement under the Basic
                                    Retirement Plan on or after his completion
                                    of five (5) years of vesting service and his
                                    attainment of age fifty-five (55).

                           (b)      Except as set forth below in Section 3.2, no
                                    benefit shall be payable to a Participant
                                    from this Plan unless a Participant has
                                    completed at least five (5) years of vesting
                                    service and has attained at least age
                                    fifty-five (55). In the event that a
                                    Participant has a termination of employment
                                    before the date on which he has completed
                                    five (5) years of vesting service and has
                                    attained age fifty-five (55), the retirement
                                    benefit payable under this Section 3.1 shall
                                    be forfeited and the Participant shall not
                                    be entitled to receive payment of any
                                    benefit whatsoever under this Plan.


                                       3-1

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                  3.2      UPON DEATH

                           (a)      The Supplemental Death Restoration Benefit
                                    shall be payable to the Participant's
                                    Surviving Spouse within a reasonable time
                                    after the death of a Participant who had not
                                    yet retired under the Basic Retirement Plan,
                                    or who had terminated employment on or after
                                    his completion of five (5) years of vesting
                                    service and his attainment of age fifty-five
                                    (55) and been eligible for a future
                                    retirement benefit under the Basic
                                    Retirement Plan, but died prior to the
                                    payment or commencement of payment thereof.

                           (b)      The Supplemental Death Restoration Benefit
                                    shall be payable to the Participant's
                                    Beneficiary within a reasonable time after
                                    the death of a Participant who had completed
                                    twenty (20) years of vesting service and had
                                    attained age sixty (60) but who had not yet
                                    retired under the Basic Retirement Plan or
                                    who had terminated employment on or after
                                    his completion of twenty (20) years of
                                    vesting service and attainment of age sixty
                                    (60) and been eligible for a future
                                    retirement benefit under the Basic
                                    Retirement Plan, but died

                                       3-2

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                                    prior to the payment or commencement of
                                    payment thereof.

                           (c)      Except as provided in paragraph (b) above,
                                    if a Participant has no Surviving Spouse at
                                    the time of his death, no Supplemental Death
                                    Restoration Benefit will be payable on his
                                    behalf.

                  3.3      LUMP SUM PAYMENT
                           The Supplemental Retirement Restoration Benefit or
                           the Supplemental Death Restoration Benefit shall be
                           payable in the form of a lump sum using the actuarial
                           assumptions set forth in the Basic Retirement Plan.


                                       3-3

<PAGE>   12



                                   SECTION IV
                                   ----------
                                  MISCELLANEOUS
                                  -------------

                  4.1      ADMINISTRATION. The operation of this Plan, in
                           respect of the Participants and their Surviving
                           Spouses and Beneficiaries, shall be administered by
                           the Administrator. The Administrator shall have the
                           same type and extent of authority to administer this
                           Plan and to make, amend and interpret all appropriate
                           rules and regulations for the administration of this
                           Plan as said Administrator has in respect of the
                           Basic Retirement Plan. Any determination of the
                           Administrator in respect of this Plan shall be final,
                           conclusive and binding on the Company, any
                           Participant, and his Surviving Spouse and any
                           Beneficiaries. Except as set forth herein, benefits
                           payable under this Plan shall be processed pursuant
                           to and shall be subject to the rules set forth in the
                           Basic Retirement Plan with respect to administrative
                           procedures including but not limited to the
                           administrative appeal procedures in the event a
                           benefit is denied hereunder.

                  4.2      TERMINATION.  This Plan may be terminated at any
                           time by the Board of Directors of the Company, in
                           which event the rights of Participants to their

                                       4-1

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                           accrued Supplemental Restoration Benefits established
                           under this Plan shall become nonforfeitable. Unless
                           the Board of Directors of the Company takes specific
                           action to continue this Plan, the Plan shall
                           automatically terminate on the same date that benefit
                           accruals cease under the Basic Retirement Plan. In
                           the event of termination of this Plan, the Company
                           shall remain obligated to pay benefits to those
                           employees who are Participants on the date of such
                           termination to the extent and on the same date as
                           such benefits would otherwise be payable under this
                           Plan as if it had not been terminated; provided,
                           however, that solely for the purpose of determining
                           the amount of the benefit payable to such
                           Participants upon actual retirement, such
                           Participants shall be deemed to have retired on the
                           date of such termination of this Plan.
                           Notwithstanding the above, the Company, in its sole
                           discretion, may, in lieu of making a future benefit
                           payment, make payment to any Participant on any date
                           before the payment date otherwise provided for under
                           this Plan.

                  4.3      NONASSIGNABILITY.  The right to receive any benefit
                           under this Plan may not be anticipated, alienated,
                           sold, transferred, assigned, pledged, encumbered or

                                       4-2

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                           subjected to any charge or legal process, and if any
                           attempt is made to do so, or a person eligible for
                           any benefit hereunder becomes bankrupt, the interest
                           hereunder of the person affected may be terminated by
                           the Company, and the Company may cause the same to be
                           held or applied for the benefit of such person or his
                           or her dependents in such manner as it deems proper.

                  4.4      RIGHTS. Nothing in this Plan shall be construed as
                           giving any employee the right to be retained in the
                           employ of the Company. The Company expressly reserves
                           the right to dismiss any employee at any time without
                           regard to the effect which such dismissal might have
                           upon him under the Plan. This Plan is not, and is not
                           to be construed as a contract of employment. Nothing
                           contained herein shall give or shall be construed to
                           give any Participant any right to continue in the
                           employ of the Company or to otherwise enlarge or
                           affect employment status or rights.

                  4.5      AMENDMENT.  This Plan may be amended at any time by
                           the Board of Directors of the Company, except that
                           no such amendment shall deprive any Participant of

                                       4-3

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                           his Supplemental Restoration Benefit accrued at the
                           time of such amendment.

                  4.6      FUNDING.  Benefits payable under this Plan shall
                           not be funded and payments shall be made out of the
                           general funds of the Company.

                  4.7      ACTUARY.  An actuary may be employed to advise the
                           Company and the Administrator as to the actuarial
                           matters relating to this Plan.

                  4.8      NATURE OF THIS PLAN. This Plan is not intended to be
                           a qualified pension plan or to be a benefit or
                           welfare plan subject to ERISA. Benefits payable
                           hereunder shall be a general, unsecured obligation to
                           be paid by the Company from its own funds, and no
                           liability for payments hereunder shall be imposed
                           upon any officer, director, employee or stockholder
                           of the Company. The adoption of this Plan and the
                           setting aside of any funds by the Company with which
                           to discharge its obligations hereunder shall not be
                           deemed to create a trust. Legal and equitable title
                           in any funds so set aside shall remain in the
                           Company, and no recipient of benefits hereunder shall
                           have any security or other interest in such funds.
                           Any and all such funds so

                                       4-4

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                           set aside shall remain subject to the claims of the
                           general creditors of the Company. Nothing herein
                           shall require the Company to set aside any funds for
                           purposes of this Plan, but the Company may do so if
                           it chooses.

                  4.9      EFFECT ON QUALIFIED PLAN.  The adoption,
                           administration, amendment or termination of the
                           Plan shall have no effect on the Basic Retirement
                           Plan.

                4.10       BINDING EFFECT.  This Plan shall be binding upon
                           and inure to the benefit of the Company, its
                           successors and assigns, and the Participants, their
                           heirs and legal representatives.

                4.11       PRIOR PLANS.  This Plan shall supersede any and all
                           other plans or agreements between the Company and
                           Participants hereunder relating to the provision of
                           supplemental retirement benefits or deferred
                           compensation.

                                       4-5

<PAGE>   17


                                    SECTION V
                                    ---------
                                 EFFECTIVE DATE
                                 --------------

                  5.1      This Plan shall be construed, administered and
                           enforced according to the laws of the State of
                           Ohio.

                  5.2      This Plan is effective January 1, 1991.

                  IN WITNESS WHEREOF, the Company has executed this document
this 1st day of January, 1991.

                                       RPM, INC.


                                       By: /s/ Thomas C. Sullivan
                                          __________________________
                                          Chairman of the Board


                                       And: /s/ Richard E. Klar
                                            _________________________
                                            Vice President, Treasurer




                                       5-1




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