Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2008, OM Group, Inc. entered into an amendment to the severance agreement (each, an "Amendment") with each of the following executives: Kenneth Haber, Chief Financial Officer; Stephen D. Dunmead, Vice President and General Manager, Specialties Group; Valerie Gentile Sachs, Vice President, General Counsel and Secretary and Gregory J. Griffith, Vice President, Strategic Planning, Development and Investor Relations (each, an "Executive"). Each Amendment extends the term of the severance agreement by three years to December 31, 2011 and also makes other modifications to comply with the requirements of Section 409A of the Internal Revenue Code of 1986. The form of Amendment executed by each Executive is filed as Exhibit 99 to this Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit 99 Form of Amendment to the Form of Severance Agreement between OM Group, Inc. and certain executive officers

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