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                                                                   Exhibit 4.3.1

                         AMENDMENT TO THE 1996 RPM, INC.
                         KEY EMPLOYEES STOCK OPTION PLAN

         WHEREAS, RPM, Inc. (the "Company") adopted the 1996 RPM, Inc. Key
Employees Stock Option Plan (the "Plan") effective as of August 15, 1996; and

         WHEREAS, pursuant to Section 8 of the Plan, the Board of Directors of
the Company has the right to amend the Plan; and

         WHEREAS, the Board of Directors of the Company desires to amend the
Plan to increase the aggregate number of common shares of the Company for which
options may be granted under the Plan;

         NOW, THEREFORE, the Plan is hereby amended effective July 19, 2000 as
set forth below; provided however, that this Amendment shall be of no force or
effect if it is not approved by the shareholders of the Company:

         The Plan is hereby amended by the replacing the first two sentences of
Section 6 with two new sentences to read as follows:

                  6. SHARES SUBJECT TO THE PLAN. Subject to the provisions of
         Section 9 concerning payment for stock appreciation rights in Common
         Shares and subject to the provisions of the next succeeding paragraph
         of this Section 6, the aggregate number of Common Shares for which
         options may be granted under the Plan shall be Nine Million (9,000,000)
         Common Shares. The maximum number of Common Shares for which options
         may be granted under the Plan to any one person shall be Six Hundred
         Twenty Five Thousand (625,000) Common Shares.