EMPLOYMENT AGREEMENT
         This employment agreement (the "Agreement") is hereby entered into and
effective as of January 11, 2005 (the "Effective Date"), by and between OM
Group, Inc. ("Company"), and Frank E. Butler (the "Executive").
         WHEREAS, the Company desires to employ the Executive as interim Chief
Executive Officer until a permanent successor is named the Board of Directors of
the Company; and
         WHEREAS, the Executive desires to serve in the capacity of interim
Chief Executive Officer;
         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as hereinafter set forth:
         The Company agrees to employ the Executive as interim Chief Executive
Officer of the Company ("CEO") for the Term (as defined in Section 2). The
Executive accepts employment as interim CEO of the Company for the Term and
agrees to perform all duties and responsibilities consistent with such
employment. The Executive agrees that he shall devote his full time to the
business of the Company and shall not engage in any activity that would be
competitive with the business activity of the Company.
         The Executive's term of employment (the "Term") under the Agreement
shall commence on the Effective Date and shall terminate as of the earliest of:
(i) the date a permanent CEO is named by the Company and assumes the duties
thereof; (ii) the Executive's resignation, death, or disability; (iii) the date
the Executive is terminated by the Board of Directors of the Company; or (iv)
December 31, 2005.
         For his services during the Term, the Executive shall receive
compensation consisting of a base salary ("Base Salary") to be determined and
paid in the manner set forth below as well as the benefits and perquisites
described below.
                           (a) BASE SALARY. The Base Salary of the Executive
                  shall be determined by multiplying $900,000 by a fraction the
                  numerator of which shall be the actual number of calendar days
                  of the Term and the denominator of which shall be 365;
                  provided, however, that in no event shall such Base Salary be
                  less than $125,000. Subject to the provisions of Sections
                  3(a)(ii) and (iii), the Base Salary of the Executive shall be
                  payable as follows: (i) during 2005, the Executive shall
                  receive $125,000 which shall be paid in installments pursuant
                  to                  the Company's usual payroll practices; (ii) in January 2006,
                  the Executive shall receive one-third of his remaining Base
                  Salary (Base Salary minus $125,000); (iii) in January 2007,
                  the Executive shall receive one-half of his remaining Base
                  Salary (Base Salary minus $125,000 minus the portion of his
                  Base Salary paid in January 2006) plus interest credits for
                  2006 pursuant to Section 3(a)(i); and (iv) in January 2008,
                  the Executive shall receive the remaining amount of his Base
                  Salary plus interest credits for 2006 and 2007 pursuant to
                  Section 3(a)(i).
                                    (i) INTEREST CREDITS ON AMOUNTS PAID AFTER
                           2006. Interest credits at an annual rate of 5% shall
                           be paid with respect to portions of Base Salary paid
                           in 2007 and 2008 under Section 3(a) above.
                                    (II) DELAY IN COMMENCEMENT OF PAYMENT AFTER
                           TERMINATION OF EMPLOYMENT. Notwithstanding any other
                           provision of the Agreement, except in the case of
                           death or disability (if earlier), no payment of Base
                           Salary shall be made after the Executive's
                           termination of employment until the date that is six
                           months after the date of his "separation from
                           service" (as defined within the meaning of Section
                           409A of the Internal Revenue Code of 1986, as amended
                                    (III) NO ACCELERATION OF PAYMENTS. All
                           payments under this Section 3(a) shall be paid as
                           provided herein, and no payment shall be accelerated
                           as to time or schedule, except, in the case of the
                           Executive's death or disability, as permitted under
                           Section 409A of the Code.
                           (b) RETIREMENT AND WELFARE BENEFITS. During the Term,
                  the Executive shall be entitled to participate in the employee
                  benefit plans sponsored by the Company for executive
                  employees, including retirement plans, healthcare plans, and
                  group or other insurance plans (such as disability, life, and
                  accidental death and dismemberment insurance); provided that
                  the Executive meets the eligibility provisions of such plans
                  in effect from time to time, and provided further that the
                  Executive shall not be eligible to participate in the OM
                  Group, Inc. Restoration Benefit Plan.
                           (c) HOUSING. During the Term, the Executive shall be
                  furnished with a monthly housing allowance of $3,000.
                           (d) EXECUTIVE PERQUISITES. During the Term, the
                  Company shall provide the Executive with the following
                                    (i) COMPANY AUTOMOBILE. The Company shall
                           furnish the Executive with a leased 2002 Audi A6
                           under the OMG Company Car Program.
                                    (ii) DIRECT EXPENSES. The Company shall
                           reimburse the Executive for any reasonable expenses
                           incurred in the course of conducting business
                           activity for the Company.
                           (e) DEATH. In the event of the death of the Executive
                  prior to the entire distribution of his Base Salary, any
                  portion of his undistributed Base Salary shall be paid to his
                  designated beneficiary as soon as practicable.
         The Executive recognizes that the Executive's position with the Company
is one of trust and confidence. The Executive acknowledges that he knows of, and
that during the course of the Executive's employment with the Company, the
Executive will necessarily become acquainted with, confidential information
relating to the customers (including names, addresses, and telephone numbers) of
the Company, and trade secrets, processes, methods of operation, and other
information, which the Company regards as confidential and in the nature of
trade secrets (collectively "Confidential Information").
         The Executive covenants and agrees that the Executive will not, at any
time during or after the termination of the Executive's relationship with the
Company, reveal, divulge, or make known to any person, firm, or corporation, any
Confidential Information made known to the Executive or of which the Executive
has become aware, regardless of whether developed, prepared, devised, or
otherwise created in whole or in part by the efforts of the Executive, except to
the extent that such disclosure is necessary to carry out the Executive's duties
for the Company.
         The Executive agrees that upon termination of the Executive's
employment with the Company, he shall return to the Company all papers,
documents, and other property of the Company placed in the Executive's custody
or obtained by the Executive during the course of the Executive's employment
that relate to Confidential Information, and the Executive will not retain
copies of any such papers, documents, or other property for any purpose
         The Executive agrees that during the Term and for a period of one (1)
year following the Term, the Executive shall not engage, directly or indirectly,
alone or as a shareholder, partner, officer, director, employee, or consultant
of any other business organization in the business of the Company; provided,
however, that nothing herein shall prohibit the Executive from owning less than
five (5) percent of the outstanding capital stock of any publicly traded entity.
                  (a) ENTIRE AGREEMENT. The Agreement sets forth the entire
         agreement and understanding between the parties with respect to the
         employment of the Executive and supersedes all prior agreements,
         arrangements, and understandings between the parties with respect
                  (b) MODIFICATION. The Agreement may be amended, modified,
         superseded, or cancelled, and the terms or covenants hereof may be
         waived, only by a written instrument executed by both of the parties or
         in the case of a waiver, by the party waiving compliance.
                  (c) WAIVER. The failure of either party at any time or times
         to require performance of any provision hereof in no manner shall
         affect the right at a later time to enforce the same. No waiver by
         either party or a breach of any term or covenant contained in the
         Agreement, whether by conduct or otherwise, in any one or more
         instances, shall be deemed to be or construed as a further or
         continuing waiver of any such breach or a waiver of any other term or
         covenant contained in the Agreement.
                  (d) NOTICES. All notices given in connection with the
         Agreement shall be in writing and shall be deemed to have been given:
         (a) at the time delivered; (b) at the time faxed with confirmation by
         the receiving party or agent; or (c) four (4) days after deposit at any
         general branch of the official postal service of the United States of
         America, enclosed in a registered or certified, postage-paid envelope
         addressed to the respective parties as follows:
                  To the Executive:          Frank E. Butler
                                             453 Ensign Drive
                                             Dillon, Colorado 80435
                  To the Company:            OM Group, Inc.
                                             1500 Key Tower
                                             127 Public Square
                                             Cleveland, OH 44114
                  With a copy to:            Carolyn J. Buller, Esq.
                                             Squire, Sanders & Dempsey L.L.P.
                                             4900 Key Tower
                                             127 Public Square
                                             Cleveland, OH 44114
                  (e) ASSIGNABILITY. The Agreement is personal to the Executive
         and may not be assigned by the Executive to any other person, entity,
         or organization. The Company may assign its rights, together with its
         obligations hereunder, to a successor organization, and such rights and
         obligations shall inure to, and be binding upon, any such successor.
                  (f) SURVIVAL OF PROVISIONS. The provisions of Section 4 shall
         survive the termination of the Agreement indefinitely. The provisions
         of Section 5 shall survive the termination of the Agreement for the
         period of time specified therein.
                  (g) SEPARABILITY. Any term or provision of the Agreement which
         is rendered unenforceable or invalid in any jurisdiction shall be
         ineffective as to such jurisdiction to the extent of such invalidity or
         unenforceability without rendering invalid or
         unenforceable the remaining terms and provisions of the Agreement or
         affecting the validity or enforceability of any of the provisions
                  (h) ENFORCEMENT. The Executive acknowledges that the Company
         may suffer substantial and irreparable damages not readily
         ascertainable in terms of money in the event of the breach of any of
         the Executive's obligations under Sections 4 and 5. The Executive
         agrees that in addition to monetary damages, the Company has the right
         and remedy to have such provisions specifically enforced by any court
         of competent jurisdiction.
                  (i) GOVERNING LAW. The Agreement shall be construed in
         accordance with, and governed by, the laws of the State of Ohio.
         IN WITNESS WHEREOF, the parties have duly executed the Agreement as of
the date first written above.
OM GROUP, INC.                                 EXECUTIVE:
By: /s/ Carolyn J. Buller                      /s/ Frank  E. Butler
    ---------------------------------          ---------------------------------
    Title:  General Counsel                    Frank E. Butler