Exhibit 4.1

RPM INTERNATIONAL INC.

OFFICERS’ CERTIFICATE AND AUTHENTICATION ORDER
FOR 6.125% NOTES DUE 2019

     Pursuant to the Indenture dated as of February 14, 2008 (the “Indenture”) between RPM International Inc. (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and the resolutions adopted by the Board of Directors of the Company on January 26, 2009 (the “January Board Resolutions”), this Officers’ Certificate is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 2.01 of the Indenture, to establish the form of the Securities of such series in accordance with Section 2.02 of the Indenture, and to request the authentication and delivery of the Securities of such series pursuant to Section 2.04 of the Indenture and to comply with the provisions of Section 14.05 of the Indenture.

     Capitalized terms used but not defined herein and defined in the Indenture shall have the respective meanings ascribed to them in the Indenture.

          (a) There is hereby established pursuant to Section 2.02 of the Indenture a series of Securities which shall have the terms set forth below and set forth in the form of note attached hereto as Annex A.

     (1) The series of Securities hereby being authorized shall bear the title “6.125% Notes due 2019” (referred to herein as the “Notes”).

     (2) The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture shall be limited to $300,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in the exchange for, or in lieu of, other Notes of the series pursuant to Section 2.05, 2.06, 2.07, 3.05, or 10.06 and except for any Notes which, pursuant to Section 2.04, are deemed never to have been authenticated and delivered).

     (3) The Notes shall be issuable in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

     (4) The form of note attached hereto as Annex A sets forth certain of the terms of the Notes required to be set forth or determined in the manner provided in this certificate pursuant to Section 2.02 of the Indenture, and said terms are incorporated herein by reference.

          (b) It is hereby established pursuant to Section 2.02 of the Indenture that the Notes shall be substantially in the form attached as Annex A hereto.

          (c) It is hereby ordered pursuant to Section 2.04 of the Indenture that the Trustee authenticate, in the manner provided by the Indenture, one Note in the aggregate principal amount of $300,000,000 registered in the name of Cede & Co., which Note will be duly executed by the proper officers of the Company and delivered to the Trustee as provided in the Indenture,

          and to deliver said authenticated Note to or upon the order of Wells Fargo Securities, LLC on October 9, 2009.

          (d) The undersigned have read the pertinent sections of the Indenture, including Sections 2.01, 2.02 and 2.04 thereof and the definitions in the Indenture relating thereto, and certain other corporate documents and records. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the conditions precedent to (i) the establishment of (a) a series of Securities and (b) the form of such Securities, and (ii) the authentication and delivery of such series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such conditions have been complied with.

[ Signature page follows ]

     IN WITNESS WHEREOF, we have hereunto signed our names on behalf of the Company.

Dated: October 9, 2009

[Face of Note]

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

RPM INTERNATIONAL INC.

6.125% Notes due 2019

     RPM INTERNATIONAL INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “ Company ,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Three Hundred Million Dollars ($300,000,000) on October 15, 2019 and to pay interest thereon from October 9, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually on April 15 and October 15 of each year, commencing April 15, 2010, at the rate of 6.125% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest next preceding such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be the date 15 calendar days prior to that Interest Payment Date (whether or not a Business Day). As used herein, “ Business Day ” has the meaning ascribed thereto in the Indenture.

     Any interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

     Payment of interest on this Security shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however , that, at the option of the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Person’s last address as it appears in the Security Register or by wire transfer to such account as may have been designated by such Person. Payment of principal of and interest on this Security at Maturity shall be made against presentation of this Security at the office or agency of the Company maintained for that purpose in New York, New York.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed under its corporate seal.

DATED: October 9, 2009

[SEAL]

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,

     as Trustee

[Reverse of Note]

RPM INTERNATIONAL INC.

6.125% Notes due 2019

     This Security is one of a duly authorized issue of securities of the Company (herein called the “ Securities ”), issued and to be issued in one or more series under an Indenture dated as of February 14, 2008 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented from time to time (herein called the “ Indenture ”) (in its capacity as trustee, The Bank of New York Mellon Trust Company, N.A., being herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, such series being limited in initial aggregate principal amount to $300,000,000; provided, however , that the Company may, without the consent of the Holders of the Securities of this series, issue additional Securities with the same terms as the Securities of this series, and such additional Securities shall be considered part of the same series under the Indenture as the Securities of this series.

     The Securities of this series shall not be entitled to any sinking fund.

Optional Redemption

     The Securities of this series are redeemable at the option of the Company at any time or from time to time, either in whole or in part, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to the Redemption Date: (i) 100% of the principal amount of the Securities to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments.

     In determining the present values of the Remaining Scheduled Payments, such payments shall be discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 45 basis points.

     “ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporat