RPM

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

RPM INTERNATIONAL INC.

RPM International Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware, hereby certifies as follows:

1. That RPM International Inc. was originally incorporated on July 29,
2002 pursuant to the General Corporation Law of the State of Delaware.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of RPM International Inc.

3. The text of the Certificate of Incorporation, is hereby amended and
restated in its entirety as follows:


ARTICLE I

The name of the corporation is RPM International Inc. (hereinafter, the
"Company").

ARTICLE II

The address of the Company's registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, County of New Castle 19808. The
name of the Company's registered agent at such address is Corporation Service
Company.

ARTICLE III

The purpose of the Company is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, as amended (the "DGCL").

ARTICLE IV

Section 1. Authorized Capital Stock. The Company is authorized to issue
two classes of capital stock, designated Common Stock and Preferred Stock. The
total number of shares of capital stock that the Company is authorized to issue
is 350,000,000 shares, consisting of 300,000,000 shares of common stock, par
value $0.01 per share (the "Common Stock"), and 50,000,000 shares of preferred
stock, par value $0.01 per share (the "Preferred Stock").

Section 2. Preferred Stock. The Preferred Stock may be issued in one or
more series. The Board of Directors of the Company (the "Board") is hereby
authorized to issue the shares of


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Preferred Stock in such series and to fix from time to time before issuance the
number of shares to be included in any such series and the designation, relative
powers, preferences, rights and qualifications, limitations or restrictions of
such series. The authority of the Board with respect to each such series will
include, without limiting the generality of the foregoing, the determination of
any or all of the following:

(a) the number of shares of any series and the
designation to distinguish the shares of such series
from the shares of all other series;

(b) the voting powers, if any, and whether such voting
powers are full or limited in such series;

(c) the redemption provisions, if any, applicable to such
series, including the redemption price or prices to be
paid;

(d) whether dividends, if any, will be cumulative or
noncumulative, the dividend rate of such series, and
the dates and preferences of dividends on such series;

(e) the rights of such series upon the voluntary or
involuntary dissolution of, or upon any distribution of
the assets of, the Company;

(f) the provisions, if any, pursuant to which the shares of
such series are convertible into, or exchangeable for,
shares of any other class or classes or of any other
series of the same or any other class or classes of
stock, or any other security, of the Company or any
other corporation or other entity and the rates or
other determinants of conversion or exchange applicable
thereto;

(g) the right, if any, to subscribe for or to purchase any
securities of the Company or any other corporation or
other entity;

(h) the provisions, if any, of a sinking fund applicable to
such series; and

(i) any other relative, participating, optional or other
special powers, preferences or rights and
qualifications, limitations or restrictions thereof;

all as may be determined from time to time by the Board and stated or expressed
in the resolution or resolutions providing for the issuance of such Preferred
Stock (collectively, a "Preferred Stock Designation").

Section 3. Common Stock. Subject to the rights of the holders of any
series of Preferred Stock, the holders of Common Stock will be entitled to one
vote on each matter


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submitted to a vote at a meeting of stockholders for each share of Common Stock
held of record by such holder as of the record date for such meeting.

ARTICLE V

The Board may make, amend and repeal the By-Laws of the Company. Any By-Law
made by the Board under the powers conferred hereby may be amended or repealed
by the Board (except as specified in any such By-Law so made or amended) or by
the stockholders in the manner provided in the By-Laws of the Company. The
Company may in its By-Laws confer powers upon the Board in addition to the
foregoing and in addition to the powers and authorities expressly conferred upon
the Board by applicable law. For the purposes of this Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation"), "Voting
Stock" means stock of the Company of any class or series entitled to vote
generally in the election of the directors of the Board (the "Directors").

ARTICLE VI

Subject to the rights of the holders of any series of Preferred Stock:

(a) any action required or permitted to be taken by the stockholders
of the Company must be effected at a duly called annual or special meeting
of stockholders of the Company and may not be effected by any consent in
writing of such stockholders; and

(b) special meetings of stockholders of the Company may be called
only by (i) the Chairman of the Board (the "Chairman"), (ii) the President
of the Company (the "President"), (iii) the majority of the total number of
Directors that the Company would have if there were no vacancies, or (iv)
the Chairman or the President at the written request of stockholders owning
a majority of the Voting Stock.

At any annual meeting or special meeting of stockholders of the Company, only
such business will be conducted or considered as has been brought before such
meeting in the manner provided in the By-Laws of the Company.

ARTICLE VII

Section 1. Number, Election, and Terms of Directors. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, the number of the Directors of the Company will not be less than
nine nor more than 15 and will be fixed from time to time in the manner provided
in the By-Laws of the Company. The Directors, other than those who may be
elected by the holders of any series of Preferred Stock, will be classified with
respect to the time for which they severally hold office into three classes, as
nearly equal in number as possible, designated Class I, Class II and Class III.
At any meeting of stockholders at which Directors are to be elected, the number
of Directors elected may not exceed the greatest number of Directors then in
office in any class of Directors. The Board of Directors, as initially
appointed, shall consist of the following: (i) Class I: Edward B. Brandon,
William A. Papenbrock, Thomas C. Sullivan and Frank C. Sullivan, (ii) Class II:
Bruce A. Carbonari, James A. Karman, Donald K.


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Miller and Joseph P. Viviano and (iii) Class III: Dr. Max D. Amstutz, E. Bradley
Jones, Albert B. Ratner and Dr. Jerry Sue Thornton. The Directors first
appointed to Class I will hold office for a term expiring at the annual meeting
of stockholders to be held in 2004; the Directors first appointed to Class II
will hold office for a term expiring at the annual meeting of stockholders to be
held in 2003 and the Directors first appointed to Class III will hold office for
a term expiring at the annual meeting of stockholders to be held in 2005, with
the members of each class to hold office until their successors are elected and
qualified. At each succeeding annual meeting of the stockholders of the Company,
the successors to the class of Directors whose term expires at that meeting will
be elected by plurality vote of all votes cast at such meeting to hold office
for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. Directors may be elected by the
stockholders only at on annual meeting of stockholders. Election of Directors of
the Company need not be by written ballot unless requested by the Chairman or by
the holders of a majority of the Voting Stock present in person or represented
by proxy at a meeting of the stockholders at which Directors are to be elected.
If authorized by the Board, such requirement of written ballot shall be
satisfied by a ballot submitted by electronic transmission, provided that any
such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission was
authorized by the stockholder or proxy holder. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the Voting Stock, voting together as a
single class, is required to amend or repeal, or to adopt any provisions
inconsistent with, this Article VII, Section 1.

Section 2. Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of Directors must be given in the
manner provided in the By-Laws of the Company.

Section 3. Nomination of Director Candidates. If the Company's By-Laws
provide for advance notice of stockholder nominations for the election of
Directors, notice must be given in the manner provided in such By-Laws.

Section 4. Newly Created Directorships and Vacancies. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, or by a sole remaining Director.
Any Director elected in accordance with the preceding sentence will hold office
for the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Director's
successor has been elected and qualified. No decrease in the number of Directors
constituting the Board may shorten the term of any incumbent Director.

Section 5. Removal. Subject to the rights, if any, of the holders of
any series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office by the stockholders only for cause and only in the manner provided in
this Article VII, Section 4. At any annual meeting or special meeting of the
stockholders, the notice of which states that the removal of a Director or
Directors

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is among the purposes of the meeting, the affirmative vote of the holders of at
least a majority of the Voting Stock, voting together as a single class, may
remove such Director or Directors for cause.

ARTICLE VIII

To the full extent permitted by the DGCL or any other applicable law
currently or hereafter in effect, no Director of the Company will be personally
liable to the Company or its stockholders for or with respect to any acts or
omissions in the performance of his or her duties as a Director of the Company.
Any repeal or modification of this Article VIII will not adversely affect any
right or protection of a Director of the Company existing prior to such repeal
or modification.

ARTICLE IX

Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another company or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (an "Indemnitee"), whether the basis of such
Proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Company to the
fullest extent permitted or required by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Company to provide broader indemnification
rights than such law permitted the Company to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such Indemnitee in connection therewith;
provided, however, that, except as provided in Section 3 of this Article IX with
respect to Proceedings to enforce rights to indemnification, the Company shall
indemnify any such Indemnitee in connection with a Proceeding (or part thereof)
initiated by such Indemnitee only if such Proceeding (or part thereof) was
authorized by the Board.

Section 2. Right to Advancement of Expenses. The right to
indemnification conferred in Section 1 of this Article IX shall include the
right to be paid by the Company the expenses (including, without limitation,
attorneys' fees and expenses) incurred in defending any such Proceeding in
advance of its final disposition (an "Advancement of Expenses"); provided,
however, that, if the DGCL so requires, an Advancement of Expenses incurred by
an Indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such Indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Company of an undertaking (an "Undertaking"), by
or on behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (a "Final


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Adjudication") that such Indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise. The rights to indemnification and to
the Advancement of Expenses conferred in Sections 1 and 2 of this Article IX
shall be contract rights and such rights shall continue as to an Indemnitee who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators.

Section 3. Right of Indemnitee to Bring Suit. If a claim under Section
1 or 2 of this Article IX is not paid in full by the Company within 60 calendar
days after a written claim has been received by the Company, except in the case
of a claim for an Advancement of Expenses, in which case the applicable period
shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Company to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
Indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the Indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an Advancement of Expenses) it shall be a defense that,
and (ii) any suit brought by the Company to recover an Advancement of Expenses
pursuant to the terms of an Undertaking, the Company shall be entitled to
recover such expenses upon a Final Adjudication that, the Indemnitee has not met
any applicable standard for indemnification set forth in the DGCL. Neither the
failure of the Company (including its Board, independent legal counsel or
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the DGCL, nor an actual determination by the Company (including its Board,
independent legal counsel or stockholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the Indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right to indemnification or to an Advancement of
Expenses hereunder, or brought by the Company to recover an Advancement of
Expenses pursuant to the terms of an Undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified, or to such Advancement of
Expenses, under this Article IX or otherwise shall be on the Company.

Section 4. Non-Exclusivity of Rights. The rights to indemnification and
to the Advancement of Expenses conferred in this Article IX shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Company's Certificate of Incorporation, By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the DGCL.

Section 6. Indemnification of Employees and Agents of the Company. The
Company may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the Advancement of Expenses to
any employee or agent of the

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Company to the fullest extent of the provisions of this Article IX with respect
to the indemnification and Advancement of Expenses of directors and officers of
the Company.


IN WITNESS WHEREOF, the undersigned, being the Secretary of the Company,
does make this Certificate, hereby declaring and certifying that this is my act
and deed and the facts herein stated are true under penalties of perjury and
accordingly I have hereunto set my hand as of this 11th day of October, 2002.


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