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                                                                  EXHIBIT 4.5.1

                                 AMENDMENT NO. 1
                                     TO THE
                      RPM, INC. DEFERRED COMPENSATION PLAN

                  THIS AMENDMENT NO. 1 (the "Amendment") to the RPM, Inc.
Deferred Compensation Plan (hereinafter known as the "Plan") is executed by RPM,
Inc. (hereinafter known as the "Company") and acknowledged by RPM International
Inc. (hereinafter known as the "Successor Company"), as of the dates set forth
below.

                                   WITNESSETH:

                  WHEREAS,  the Company  maintains the Plan for the benefit of
certain of its employees and certain employees of affiliated companies; and

                  WHEREAS, in connection with the reincorporation of the Company
as a Delaware corporation, the Company has agreed to assign, and the Successor
Company has agreed to assume, all of the powers, authorities, duties,
responsibilities and obligations of the Company with respect to the Plan in
accordance with an Agreement and Plan of Merger, dated August 29, 2002 (the
"Merger Agreement"); and

                  WHEREAS, it is the desire of the Company to amend the Plan in
order to reflect the reincorporation of the Company, the assumption of the Plan
by the Successor Company, and the new name of the Plan, all of which will become
effective, unless otherwise indicated, as of the effective time of the
reincorporation of the Company, which shall be 9:00 a.m. on October 15, 2002
(the "Effective Time"); and

                  WHEREAS, immediately following the Effective Time, the
Successor Company and the Company will enter into an agreement (the
"Reorganization Agreement"), pursuant to







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which agreement the Company will transfer the stock ownership of various of its
operating companies to Successor Company; and

                  WHEREAS, the Company reserved the right, pursuant to Section
13.2 of the Plan, to make certain amendments thereto;

                  NOW, THEREFORE, pursuant to Section 13.2 of the Plan, the
Company hereby amends the Plan, effective as of the Effective Time, unless
indicated otherwise, as follows:

         1. The name of the Plan is hereby changed to the "RPM International
Inc. Deferred Compensation Plan."

         2. With the exception of any references specifically set forth in this
Amendment, including, without limitation, the definition of "Merger Agreement"
and "Reorganization Agreement," the Plan is hereby amended by the deletion of
each reference to the term "RPM, Inc." as a corporate entity, including but not
limited to, the definition of the term "Company" in Section 1.18, references to
the RPM, Inc. Stock Unit Funds I and II and the signature block, and the
substitution in lieu thereof of the term "RPM International Inc." as the
corporate entity.

         3. The Plan is hereby amended by the deletion of each reference to the
term "RPM, Inc." as the sponsor of certain employee benefit plans, including but
not limited to, the following employee benefit plans: the RPM, Inc. Deferred
Compensation Plan, the RPM, Inc. 1997 Restricted Stock Plan, the RPM, Inc.
401(k) Trust and Plan and the RPM, Inc. Retirement Plan, as well as the
reference to RPM, Inc. in the definition of the term "Plan" in Section 1.37, and
the substitution in lieu thereof of the term "RPM International Inc." as the
sponsor of such plans.

         4. With the exception of any references specifically set forth in this
Amendment, including, without limitation, the definition of "Merger Agreement"
and "Reorganization Agreement," the Plan is hereby amended by the deletion of
each reference to RPM, Inc. as an Ohio corporation in every instance that it
appears, including but not limited to, the "Purpose"



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provisions, the definition of the term "Company" in Section 1.18 and the
signature block, and the substitution in lieu thereof of the reference to RPM
International Inc. as a Delaware corporation.

         5. The Plan is hereby amended by the deletion of each reference to the
term "RPM, Inc." as the issuer of shares of common stock, and the substitution
in lieu thereof of the term "RPM International Inc." as the issuer of shares.

         6. Effective immediately prior to the Effective Time, Section 1.14 of
the Plan is hereby amended by the addition of a new sentence to the end of said
section to read as follows:

         "Notwithstanding the foregoing provisions of this Section, a Change in
Control shall not be deemed to have occurred as a result of (i) the execution of
the Merger Agreement or the Reorganization Agreement; (ii) the assignment by the
Company to the Successor Company and the assumption by the Successor Company of
all of the powers, authorities, duties, responsibilities and obligations of the
Company with respect to the Plan; or (iii) the consummation of any other
transaction contemplated in the Merger Agreement or the Reorganization
Agreement."

         7. Effective immediately prior to the Effective Time, Article 1 of the
Plan is hereby amended by the addition of a new Section 1.35A to read as
follows:

         "1.35A `Merger Agreement' shall mean the Agreement and Plan of Merger,
dated as of August 29, 2002, by and among RPM International Inc., RPM, Inc. and
RPM Merger Company, an Ohio corporation, as it may be amended, supplemented or
replaced from time to time."

         8. Effective immediately prior to the Effective Time, Article 1 of the
Plan is hereby amended by the addition of a new Section 1.40A to read as
follows:

         "1.40A `Reorganization Agreement' shall mean the Reorganization
Agreement, effective as of October 15, 2002, by and between RPM International
Inc. and RPM, Inc., as it may be amended, supplemented or replaced from time to
time."



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         9. Section 1.48 of the Plan is hereby amended by the deletion of said
section in its entirety and the substitution in lieu thereof of a new Section
1.48 to read as follows:

         "1.48 'Stock' shall mean RPM International Inc. authorized shares of
         common stock (par value $.01 per share) or any other equity securities
         of the Company designated by the Committee."





                            [Signature Page Follows]





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                  IN WITNESS WHEREOF, RPM, Inc., by its duly authorized
officers, has caused this Amendment to the RPM, Inc. Deferred Compensation Plan
to be signed this 14th day of October, 2002.


                                            RPM, INC.

                                            By:  /s/ P. Kelly Tompkins
                                                 ------------------------------
                                                 P. Kelly Tompkins, Secretary



         The Successor Company hereby expressly acknowledges its assumption of
all of the powers, authorities, duties, responsibilities and obligations of the
Company with respect to the Plan as of the Effective Time.


                                            RPM INTERNATIONAL INC.

                                            By:  /s/ Keith R. Smiley
                                                 ------------------------------
                                                 Keith R. Smiley, Treasurer and
                                                    Assistant Secretary






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