exv10w13w3



 





Exhibit 10.13.3




AMENDMENT NO. 2




TO THE




RPM INTERNATIONAL INC. DEFERRED COMPENSATION PLAN




     THIS AMENDMENT NO. 2 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 make additional Measurement Funds available
for the deemed investment of dividends, to provide for withdrawals from the Plan where the election
to withdraw is given substantially before the date of the withdrawal, to provide for transfers from
the Deferred Compensation Plan for Directors, to provide for crediting under this Plan of
Restricted Stock cancelled and surrendered under the 2002 RPM International Inc. Performance
Accelerated Restricted Stock Plan, to make certain amendments in administration procedures for
consistency between the Plan and the Master Trust Agreement for RPM International Inc. Deferred
Compensation Plan(s), to reflect the change in
name of certain other plans sponsored and maintained by the Company which are referenced in the
Plan and to make certain other necessary and desirable changes to the Plan; and



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     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 as
follows:


1. Effective as of May 31, 2002, Section 1.23 of the Plan is hereby amended by the deletion of said
Section 1.23 in its entirety and the substitution in lieu thereof the following:





	 	“1.23	 	‘Deferral Account’ shall mean (i) that portion of a Participant’s
Rollover Amount which is represented by the Participant’s aggregate deferral
contributions described in Section 6.1 of the Predecessor Plan and in the
Deferred Compensation Plan for Directors, as well as any appreciation (or
depreciation) specifically attributable to such deferral contributions, plus
(ii) the sum of all of a Participant’s Annual Deferral Amounts, plus (iii)
amounts credited in accordance with all the applicable crediting and debiting
provisions of this Plan that relate to the Participant’s Deferral Account, less
(iv) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.”




2. Effective as of June 1, 2002, Section 1.41 of the Plan is hereby amended by the deletion of said
Section 1.41 in its entirety and the substitution in lieu thereof the following:




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	 	“1.41	 	‘Restricted Stock’ shall mean rights to receive unvested shares of
restricted stock selected by the Committee in its sole discretion and awarded
to the Participant under the RPM International Inc. 1997 Restricted Stock Plan,
the 2002 RPM International Inc. Performance Accelerated Restricted Stock Plan
or any other similar stock incentive plan sponsored by the Company.”




3. Effective as of June 1, 2002, Section 1.42 of the Plan is hereby amended by the deletion of said
Section 1.42 in its entirety and the substitution in lieu thereof the following:





	 	“1.42.	 	‘Restricted Stock Account’ shall mean the aggregate value, measured on any
given date, of (i) the number of shares of Restricted Stock deferred by a
Participant as a result of all Annual Restricted Stock Amounts, plus (ii) the
number of shares of Restricted Stock cancelled under the RPM International Inc.
1997 Restricted Stock Plan, the 2002 RPM International Inc. Performance
Accelerated Restricted Stock Plan or any other similar stock incentive plan
sponsored by the Company where a corresponding number of shares is to be
credited to the Restricted Stock Account pursuant to the terms of the
applicable stock incentive plan, plus (iii) the number of additional shares
credited as a result of deemed reinvestment of dividends in accordance with all
the applicable crediting provisions of the RPM, Inc. Stock Unit Fund I that
relate to the Participant’s Restricted
Stock Account, less (iv) the number of shares of Restricted Stock previously
distributed to the Participant
or his or her Beneficiary pursuant




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	 	 	 	to this
Plan. This portion of the Participant’s Account Balance shall only be
distributable in actual shares of Stock.”




4. Effective as of May 31, 2002, Section 2.1 of the Plan is hereby amended by the deletion of said
Section 2.1 in its entirety and the substitution in lieu thereof the following:





	 	“2.1 	 	 Selection by Committee. Participation in the Plan shall be
limited to (i) a select group of management and highly compensated Employees
and Directors of the Employer, as determined by the Committee in its sole
discretion and/or (ii) any individual who was in a select group of management
or highly compensated Employees and/or Directors of the Employer and who
accumulated an account balance under the Predecessor Plan or the Deferred
Compensation Plan for Directors. From that group, the Committee shall select,
in its sole discretion, Employees and Directors to participate in the Plan.”




5. Effective as of June 1, 2002, subsection (c) of Section 3.3 of the Plan is hereby amended by the
deletion of said subsection (c) in its entirety and the substitution in lieu thereof the following:





	 	“(c) 	 	 Restricted Stock Deferral. Notwithstanding paragraphs (a) and
(b), for an election to defer Restricted Stock to be valid: (i) a separate
irrevocable Election Form must be completed and signed by the Participant, with
respect to such Restricted Stock; and (ii) such Election Form must be
timely delivered to and accepted by the Committee in accordance with the
following: (i) for the first Plan Year, a Participant’s Election Form with




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	 	 	 	respect to such Restricted Stock must be delivered to and accepted by the
Committee in accordance with the deadlines established by the Committee; and
(ii) for each succeeding Plan Year, a Participant’s Election Form with
respect to Restricted Stock must be timely delivered to and accepted by the
Committee at least six (6) months prior to the date such Restricted Stock
vests under the terms of the RPM International Inc. 1997 Restricted Stock
Plan, the 2002 RPM International Inc. Performance Accelerated Restricted
Stock Plan or any other similar stock incentive plan sponsored by the
Company.”




6. Effective as of May 31, 2002, Section 3.5 of the Plan is hereby amended by the deletion of said
Section 3.5 in its entirety and the substitution in lieu thereof the following:





	 	“3.5 	 	 Rollover Amount. With respect to Participants who participated
in the Predecessor Plan or the Deferred Compensation Plan for Directors, an
amount equal to their “account” as set forth in the Predecessor Plan and the
Deferred Compensation Plan for Directors, valued as of the Effective Date of
this Plan, shall be the Rollover Amount. The Rollover Amount shall be
comprised of (i) elective deferrals accumulated pursuant to Section 6.1 of the
Predecessor Plan and pursuant to the Deferred Compensation Plan for Directors,
(ii) a Participant’s Merger Account accumulated pursuant to Section 2.15A of
the Predecessor Plan, and (iii) any dividends declared on Restricted Stock
granted to a Participant and
automatically deferred under the Predecessor Plan. The portion of a
Participant’s Rollover Amount that is attributable to elective deferrals (i)




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	 	 	 	shall be credited to the Participant’s Deferral Account on the Effective
Date of this Plan, and (ii) shall be subject to the terms and conditions of
this Plan. The portion of a Participant’s Rollover Amount that is
attributable to a Participant’s Merger Account (i) shall be credited to the
Participant’s Merger Account on the Effective Date of this Plan and (ii)
shall be subject to the terms and conditions of this Plan. The portion of a
Participant’s Rollover Amount that is attributable to dividends declared on
Restricted Stock granted to a Participant and automatically deferred under
the Predecessor Plan (i) shall be credited to a Participant’s Stock Dividend
Account on the Effective Date of this Plan and (ii) shall be subject to the
terms and conditions of this Plan. Any Participant with a Rollover Amount
shall have no right to demand distribution of such amounts other than as
specifically provided for herein; provided, however, that any “in-service
distribution” elections made by the Participant under the Predecessor Plan
shall apply to the Rollover Amount under this Plan.”




7. Effective as of January 13, 2003, Section 3.6 of the Plan is hereby amended by the deletion of
said Section 3.6 in its entirety and the substitution in lieu thereof the following:





	 	“3.6. 	 	 Annual Stock Dividend Amount. For each Plan Year in which a
dividend is declared and paid on Stock, an amount shall be credited as provided
by this Section 3.6.






	 	(a)	 	An Employer shall automatically credit a Participant’s
Stock Dividend Account with any cash dividends, stock dividends or




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	 		 	other non-cash dividends that are payable on a Participant’s shares of
Restricted Stock which have not been deferred or cancelled under any
plan and that are to be credited for the Participant’s benefit under
this Plan pursuant to the terms of the plan under which the Restricted
Stock is granted. The amount so credited to a Participant pursuant to
this Section 3.6(a) shall (i) be for that Participant the Annual Stock
Dividend Amount, (ii) automatically be deemed to be invested in the
Measurement Fund(s) selected by or for the Participant in accordance
with Section 3.11(b), and (iii) be credited to the Participant’s Stock
Dividend Account on a date or dates to be determined by the Committee,
in its sole discretion.
	 
	 	(b)	 	An Employer shall automatically credit a Participant’s
Restricted Stock Account with any cash dividends, stock dividends or
other non-cash dividends that would have been payable on a
Participant’s shares of Restricted Stock which have been deferred or
cancelled and credited to this Plan. The amount so credited to a
Participant pursuant to this Section 3.6(b) shall (i) automatically be
deemed to be invested in the RPM International Inc. Stock Unit Fund I,
and (ii) be credited to the Participant’s Restricted Stock Account on a
date or dates to be determined by the Committee, in its sole
discretion.
	 
	 	(c)	 	The amount credited to the Participant’s Stock Dividend
Account or Restricted Stock Account under this Section 3.6 for a
particular




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	 	 	 	cash dividend, stock dividend or other non-cash dividend
shall be equal to the fair market value of the dividend on the date it
is payable. For purposes of any dividend payable in Stock or in other
securities traded on a national securities exchange, “fair market
value” shall mean the closing price on the date the dividend is paid.”




8. Effective as of June 1, 2002, subsection (a) of Section 3.7 of the Plan is hereby amended by the
deletion of said subsection (a) in its entirety and the substitution in lieu thereof the following:





	 	“(a) 	 	 For each Plan Year, an Employer may be required to credit amounts to a
Participant’s Company Contribution Account in accordance with the RPM
International Inc. 1997 Restricted Stock Plan, employment agreements, or other
plans and agreements providing for contributions to the Company Contribution
Account. Such amounts shall be credited on the date or dates prescribed by
such plans and agreements.”




9. Section 3.9 of the Plan is hereby amended by the deletion of said Section 3.9 in its entirety
and the substitution in lieu thereof the following:





	 	“3.9	 Annual Restricted Stock Amount. Subject to Section 3.3(c) and
any terms and conditions imposed by the Committee, Participants may elect to
defer, under the Plan, Restricted Stock, which amount shall be for that
Participant the Annual Restricted Stock Amount for that Plan Year. The
portion of any Restricted Stock deferred shall, at the time all restrictions




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	 	 	with respect to the Restricted Stock would otherwise lapse under the terms
of the RPM International Inc. 1997 Restricted Stock Plan, the 2002 RPM
International Inc. Performance Accelerated Restricted Stock Plan or any
other similar stock incentive plan sponsored by the Company, but for the
election to defer, be reflected on the books of the Company as an unfunded,
unsecured promise to deliver to the Participant a specific number of actual
shares of Stock in the future.”




10. Effective as of June 1, 2002, subsection (c) of Section 3.10 of the Plan is hereby amended by
the deletion of said subsection (c) in its entirety and the substitution in lieu thereof the
following:





	 	“(c) 	 	 A Participant shall be vested in his or her Company Contribution
Account and Restricted Stock Account in accordance with the vesting schedule(s)
set forth in his or her Plan Agreement, employment agreement, or any other
agreement entered into between the Participant and his or her Employer.
However, amounts credited to the Company Contribution Account and shares
credited to the Restricted Stock Account as a result of cancellation or
surrender of shares of Restricted Stock granted under the RPM International
Inc. 1997 Restricted Stock Plan or any other similar stock incentive plan
sponsored by the Company shall be fully vested when the restrictions with
respect to the stock cancelled or surrendered would have otherwise lapsed. If
not addressed in such agreements or plan, a
Participant shall vest in his or her Company Contribution Account and




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	 	 	 	Restricted Stock Account in accordance with the schedule declared by the
Committee in its sole discretion.”




11. Effective as of January 13, 2003, paragraph (i) of subsection 3.11 (d) of the Plan is hereby
amended by the deletion of said paragraph (i) in its entirety and the substitution in lieu thereof
the following:





	 	“(i) 	 	 Subject to the restrictions found in Section 3.11(c), above, a
Participant may allocate or re-allocate any portion of his or her Account
Balance and/or Merger Account balance to the RPM, Inc. Stock Unit Fund II. In
all events, new contributions to the Participant’s Stock Dividend Account shall
automatically be deemed to be invested in the Measurement Fund(s) selected by
or for the Participant in accordance with Section 3.11(b). Participants may
re-allocate any portion of their Account Balance and/or Merger Account balance
from the RPM, Inc. Stock Unit Fund II to any other Measurement Fund, at any
time.”




12. Following Section 5.4 of the Plan and effective January 13, 2002, a new Section 5.5 shall be
added to the Plan to read as follows:





	 	“5.5 	 	Delayed Withdrawal. A Participant may petition the Committee
to withdraw all or a portion of his or her vested Account Balance and vested
Merger Account balance excluding the portion of the Account Balance
attributable to the Restricted Stock Account. The Participant shall make this
election by giving written notice of the election to the Committee on a
form determined from time to time by the Committee. The Participant




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	 	 	 	must
specify the amount to be withdrawn and the future date on which the amount
is to be paid. The requested future date of payment must be at least
thirteen (13) months following the date of the written request. If the
request is approved by the Committee, payment shall be made as soon as
administratively possible after the first business day following the date
specified by the Participant in his or her request. If prior to payment,
however, an event occurs that triggers a benefit under Article 7, 8, 9, or
10 and distribution pursuant to the applicable Article occurs prior to
distribution under this Section 5.5, the amount or portion of the Account
Balance requested by the Participant as a delayed withdrawal shall be paid
in accordance with the other applicable Article and not under this Section
5.5.”




13. Effective as of May 31, 2002, subsection (a) of Section 14.2 of the Plan is hereby amended by
the deletion of said subsection (a) in its entirety and the substitution in lieu thereof the
following:






	 	“(a) 	 	  Administrator. For purposes of this Plan, the Committee shall
be the “Administrator” at all times prior to the occurrence of a Change in
Control. Upon and after the occurrence of a Change in Control, the
“Administrator” shall be an independent third party selected by the individual
who, immediately prior to such event, was the Company’s Chief Executive Officer
or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”).
In the event the Chief Executive Officer
or highest ranking officer is not able to perform the duties and

















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responsibilities of the Ex-CEO, the next highest ranking officer of the
Company able to perform such duties and responsibilities shall act as the
Ex-CEO. The Committee, however, as constituted immediately prior to a
Change in Control, shall continue to act as the Administrator of this Plan
until the date on which the independent third party selected by the Ex-CEO
accepts the responsibilities of Administrator under this Plan. The
Administrator shall have the discretionary power to determine all questions
arising in connection with the administration of the Plan and the
interpretation of the Plan and Trust except benefit entitlement
determinations upon appeal; provided, however, upon and after the occurrence
of a Change in Control, the Administrator shall have no power to direct the
investment of Plan or Trust assets or select any investment manager or
custodial firm for the Plan or Trust. Upon and after the occurrence of a
Change in Control, the Company must: (1) pay all reasonable administrative
expenses and fees of the Administrator; (2) indemnify the Administrator
against any costs, expenses and liabilities including, without limitation,
attorney’s fees and expenses arising in connection with the performance of
the Administrator hereunder, except with respect to matters resulting from
the gross negligence or willful misconduct of the Administrator or its
employees or agents; and (3) supply full and timely information to the
Administrator on all matters relating to the Plan, the Trust, the
Participants and their Beneficiaries, the
Account Balances of the Participants, the Participants’ Merger Account




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balances, the date and circumstances of the Retirement, Disability, death or
Termination of Employment of the Participants, and such other pertinent
information as the Administrator may reasonably require. Upon and after a
Change in Control, the Administrator may only be terminated (and a
replacement appointed) by the Ex-CEO. Upon and after a Change in Control,
the Administrator may not be terminated by the Company.”




     IN WITNESS WHEREOF, RPM INTERNATIONAL INC., by its duly authorized officer, has caused this
Amendment No. 2 to the RPM International Inc. Deferred Compensation Plan to be signed this 31st day
of January, 2003.



	 	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronald A. Rice
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Sr. Vice President 

	 	 







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