<PAGE>
                                                                     Exhibit 4.3

Number                                                                   Shares

RPM


INCORPORATED UNDER THE LAWS                   THIS CERTIFICATE IS TRANSFERABLE
OF THE STATE OF DELAWARE                      IN CLEVELAND, OH OR NEW YORK, NY


                        [LOGO OF RPM INTERNATIONAL INC.]

                                             SEE REVERSE FOR CERTAIN DEFINITIONS
                                                               CUSIP 749685 10 3



This Certifies that


is the owner of


    FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01, OF

RPM International Inc. transferable on the books of the Corporation in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to the express terms and provisions of the Amended and
Restated Certificate of Incorporation of the Corporation filed in the office of
the Secretary of State of Delaware. This certificate is not valid unless
countersigned by a Transfer Agent and registered by a Registrar. Witness the
facsimile seal of the Corporation and facsimile signatures of its duly
authorized officers.


Dated:                                                 RPM International Inc.

                   [CORPORATE SEAL OF RPM INTERNATIONAL INC.]

/s/ P. Kelly Tompkins                                   /s/ Frank C. Sullivan
SECRETARY                                               PRESIDENT

COUNTERSIGNED AND REGISTERED:

                               NATIONAL CITY BANK
                                 (CLEVELAND, OH)
                                                  TRANSFER AGENT AND REGISTRAR

BY:
                                                  AUTHORIZED SIGNATURE



<PAGE>




                             RPM INTERNATIONAL INC.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                             <C>
TEN COM - as tenants in common                     UNIF TRANS MIN ACT-____ Custodian______
TEN ENT - as tenants by the entireties                               (Cust)         (Minor)
JT TEN      -as  joint tenants with right of                         under  Uniform  Transfers  to  Minors
            survivorship and not as tenants in                       Act_______
            common                                                      (State)
</TABLE>

           Additional abbreviations may also be used though not in the
above list.

                        --------------------------------


     The Corporation will mail to the holder of record of the shares represented
     by this certificate (without charge to the holder) within five days after
     receipt of written request therefor a copy of the express terms, if any, of
     the shares represented by this certificate and a copy of the express terms,
     if any, of the other class or classes and series of shares of stock, if
     any, which the Corporation is authorized to issue. Any such request should
     be addressed to the Secretary of the Corporation at 2628 Pearl Road, P.O.
     Box 777, Medina, Ohio 44258.

For Value Received,                      hereby sell, assign and transfer unto
                    --------------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

----------------------------------

-----------------------------------



_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

___________________________________________________ of the  Shares  represented
by the within Certificate and do hereby irrevocably constitute and appoint

_______________________________________________________________________________
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.

Dated
      --------------------------------------

                           NOTICE:       THE SIGNATURE TO THIS ASSIGNMENT MUST
                                         CORRESPOND WITH THE NAME AS WRITTEN
                                         UPON THE FACE OF THE CERTIFICATE IN
                                         EVERY PARTICULAR, WITHOUT ALTERATION OR
                                         ENLARGEMENT OR ANY CHANGE WHATEVER. THE
                                         SIGNATURE(S) SHOULD BE GUARANTEED BY AN
                                         ELIGIBLE GUARANTOR INSTITUTION (BANKS,
                                         STOCK BROKERS, SAVINGS AND LOAN
                                         ASSOCIATIONS AND CREDIT UNIONS WITH
                                         MEMBERSHIP IN AN APPROVED SIGNATURE
                                         GUARANTEE MEDALLION PROGRAM), PURSUANT
                                         TO S.E.C. RULE 17Ad-15.

                                         Signature(s) Guaranteed:



<PAGE>

         This Certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between RPM International Inc.
(as successor to RPM, Inc.) and National City Bank (as successor to Harris Trust
and Savings Bank), dated as of April 28, 1999, as amended (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of RPM
International Inc. The Rights are not exercisable prior to the occurrence of
certain events specified in the Rights Agreement. Under certain circumstances,
as set forth in the Rights Agreement, such Rights may be redeemed, may be
exchanged, may expire, or may be evidenced by separate certificates and will no
longer be evidenced by this Certificate. RPM International Inc. will mail to the
holder of this Certificate a copy of the Rights Agreement without charge
promptly after receipt of a written request therefor. Under certain
circumstances, Rights that are or were beneficially owned by an Acquiring Person
or any Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement) and any subsequent holder of such Rights may become null and void.