EXHIBIT 10.10.3

                                 AMENDMENT NO. 3

                                     TO THE

                RPM INTERNATIONAL INC. DEFERRED COMPENSATION PLAN
                -------------------------------------------------

         THIS AMENDMENT NO. 3 to the RPM International Inc. Deferred
Compensation Plan (hereinafter known as the "Plan") is executed by RPM
International Inc. (hereinafter known as the "Company") as of the date set forth
below.

                                   WITNESSETH:

         WHEREAS, the Company maintains the Plan for the benefit of a select
group of management employees, highly compensated employees and directors of the
Company and its subsidiaries; and

         WHEREAS, the Company desires to amend the Plan to provide for, prior to
distribution of a Participant's Restricted Stock Account, the automatic sale of
the number of such shares of stock held in such Restricted Stock Account
necessary to generate sufficient proceeds to satisfy the Participant's projected
tax liability resulting from the distribution of such stock; 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 and effective as
of the date hereof, the Company hereby amends the Plan as follows:

         1. Section 1.42 of the Plan is hereby amended by the deletion of the
last sentence of said Section 1.42 and the substitution in lieu thereof of the
following:

                  "Except as may otherwise be provided in Article 15, this
         portion of the Participant's Account Balance shall only be
         distributable in actual shares of Stock."

         2. Section 3.11(c)((i) is hereby amended by the deletion of the last
sentence of said


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Section 3.11(c)(i) and the substitution in lieu thereof of the following:


                  "Except as may otherwise be provided in Article 15, amounts
         allocated to the RPM, Inc. Stock Unit Fund I shall only be
         distributable in actual shares of Stock."

         3. Article 15 of the Plan is hereby amended by the deletion of said
Article 15 in its entirety and the substitution in lieu thereof of the following
new Article 15:

                                   "ARTICLE 15
   MANDATORY SALE OF RESTRICTED STOCK TO SATISFY PARTICIPANTS' TAX OBLIGATIONS
   ---------------------------------------------------------------------------

         15.1     Mandatory Sale of Shares of Restricted Stock. Subject to the
                  terms, conditions and restrictions specified under this Plan,
                  the Committee shall, prior to making a payout from a
                  Participant's Restricted Stock Account (whether a lump sum,
                  installment or other payout), sell or cause to be sold the
                  fewest number of shares of Stock held in such Restricted Stock
                  Account necessary to generate sufficient proceeds of such sale
                  to equal (or exceed by not more than the actual sale price of
                  a single share of Stock) the Participant's projected tax
                  liability determined by multiplying (A) the aggregate maximum
                  marginal federal and applicable state and local income tax
                  rates on the date of the distribution; by (B) the total number
                  of shares of Stock to be distributed. The Committee shall
                  withhold the proceeds of such sale for purposes of satisfying
                  the Participant's federal, state and local income taxes
                  resulting from the payout. The Participant shall provide the
                  Committee with such stock powers and additional information or
                  documents as may be necessary for the Committee to discharge
                  its obligations under this Section.

         15.2     Payments to Satisfy Tax Liability. The Committee shall deliver
                  the proceeds of the sale of shares of Stock pursuant to
                  Section 15.1 to the Internal Revenue Service and/or other
                  taxing authority in satisfaction of the Participant's tax
                  liability arising from the payout from such Participant's
                  Restricted Stock Account."

         4. Article 18 of the Plan is hereby amended by the addition of a new
Section 18.19 to read as follows:

         "18.19   Coordination with Other Benefits. The benefits provided for a
                  Participant and Participant's Beneficiary under the Plan are
                  in addition to any other benefits available to such
                  Participant under any other plan or program for employees of
                  the Participant's Employer. The Plan shall supplement and
                  shall not supersede, modify or amend any other such plan or
                  program except as may otherwise be expressly provided."


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         IN WITNESS WHEREOF, RPM INTERNATIONAL INC., by its duly authorized
officer, has caused this Amendment No. 3 to the RPM International Inc. Deferred
Compensation Plan to be signed this 7th day of October, 2003.








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                           RPM INTERNATIONAL INC.



                           By:   /s/ Ronald A. Rice
                                ---------------------------------

                           Its:  Senior Vice President
                                ---------------------------------






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