<PAGE>

                                                                 Exhibit 10.10.3


                               AMENDMENT NUMBER 3

                                McGRATH RENTCORP

                          EMPLOYEE STOCK OWNERSHIP PLAN

         Pursuant to and in accordance with the provisions of Section 19 of the
McGrath RentCorp Employee Stock Ownership Plan (the "Plan"), the Board of
Directors of McGrath RentCorp (the "Company") does hereby amend said Plan as
follows:

Subsection 1(b): This Subsection is amended by adding the following new
paragraph to the end of this Subsection:

                           "Effective for all Plan Years beginning after
         December 31, 2001, this Plan reflects certain provisions of the
         Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"),
         intended as good faith compliance with the requirements of EGTRRA. Such
         EGTRRA provisions, if applicable, shall be construed in accordance with
         EGTRRA and the guidance issued thereunder, and shall supercede those
         specific provisions of the Plan to the extent those provisions are
         inconsistent with the EGTRRA provisions."

Section 2:       The definition of "COVERED COMPENSATION" is amended by adding
the following to the end of this definition:

                 "However, the Covered Compensation of each Participant taken
                 into account in determining allocations for any Plan Year
                 beginning after December 31, 2001, shall not exceed $200,000,
                 as adjusted for cost-of-living increases in accordance with
                 Section 401(a)(17)(B) of the Code. Covered Compensation means
                 compensation during the Plan Year or such other consecutive
                 12-month period over which compensation is otherwise determined
                 under the Plan (the determination period). The cost-of-living
                 adjustment in effect for a calendar year applies to annual
                 compensation for the determination period that begins with or
                 within such calendar year."

Section 2:       The definitions of "ELIGIBLE RETIREMENT PLAN" and "ELIGIBLE
ROLLOVER DISTRIBUTION" are amended to read as follows:


         "ELIGIBLE RETIREMENT PLAN

                 "An individual retirement account described in Section 408(a)
                 of the Code, an individual retirement annuity described in
                 Section 408(b) of the Code, an annuity plan described in
                 Section 403(a) of the Code, or a qualified trust described in
                 Section 401(a) of the Code, that accepts the Distributee's
                 Eligible Rollover Distribution. However, in the case of an
                 Eligible Rollover Distribution to the surviving spouse, an
                 Eligible Retirement Plan is an individual retirement account or
                 individual retirement annuity.

                 "For purposes of distributions made after December 31, 2001,
                 the definition of Eligible Retirement Plan shall also mean an
                 annuity contract described in Section 403(b) of the Code and an
                 eligible plan under Section 457(b) of the Code which is
                 maintained by a state, political subdivision of a state, or any
                 agency or instrumentality of a state or political subdivision
                 of a state and which agrees to separately account for amounts
                 transferred into such plan from this Plan. The definition of
                 Eligible Retirement Plan shall also apply in the case of a
                 distribution to a surviving spouse, or to a spouse or former
                 spouse who is the Alternate Payee under a qualified Domestic
                 Relation Order, as defined in Section 414(p) of the Code."

         "ELIGIBLE ROLLOVER DISTRIBUTION

                 "Any distribution of all or any portion of the balance to the
                 credit of the Distributee, except that an Eligible Rollover
                 Distribution does not include: any hardship distribution,
                 including but not limited to a hardship distribution, described
                 in Section 401(k)(2)(B)(i)(IV), any distribution that is one of
                 a series of substantially equal periodic payments (not less
                 frequently than annually) made for the life (or life
                 expectancy) of the Distributee or the joint lives (or joint
                 life expectancies) of the Distributee and the Distributee's
                 designated Beneficiary, or for a specified period of ten (10)
                 years or more; any distribution to the extent such distribution
                 is required under Section 401(a)(9) of the Code; and the
                 portion of any distribution that is not includable in gross
                 income (determined without regard to the exclusion for net
                 unrealized appreciation with respect to Employer Securities).

                 "Notwithstanding the foregoing, effective for all distributions
                 made after December 31, 2001, for purposes of Section 14(h) of
                 the Plan, a portion of a distribution shall not fail to be an
                 Eligible Rollover Distribution merely because the portion
                 consists of after-tax employee contributions which are not
                 includable in gross income. However, such portion may be
                 transferred only to an individual retirement account or annuity
                 described in Section 408(a) or (b) of the Code, or to a
                 qualified defined contribution plan described in Section 401(a)
                 or 403(a) of the Code that agrees to separately account for
                 amounts so transferred, including separately accounting for the
                 portion

<PAGE>

                  of such distribution which is includable in gross income and
                  the portion of such distribution which is not so includable."

Section 4:        This Section is amended by adding the following two provisions
                  to the end of this Section:

                  "Omission of Eligible Employee.

                           "If, in any Plan Year, any Employee who should be
         included as a Participant in the Plan is erroneously omitted, and
         discovery of such omission is not made until after a Contribution by
         the Employer for the Plan Year has been made, the Employer shall make a
         subsequent Contribution with respect to the omitted Employee in the
         amount which the Company would have contributed if he or she had not
         been omitted. Such Contribution shall be made regardless of whether or
         not it is deductible in whole or in part in any taxable year under the
         applicable provisions of the Code.

                  "Inclusion of Ineligible Employee.

                           "If, in any Plan Year, any Employee who should not
         have been included as a Participant in the Plan is erroneously
         included, and discovery of such incorrect inclusion is not made until
         after a Contribution by the Company for the year has been made, the
         Company shall not be entitled to recover the Contribution made with
         respect to the ineligible Employee regardless of whether a deduction is
         allowable with respect to such Contribution. In such event, the amount
         contributed with respect to the ineligible Employee shall constitute a
         Forfeiture for the Plan Year in which the discovery is made."

Subsection 11(b)(1):       This Subsection is amended by adding the following
paragraph to the end of this Subsection:

                  "Notwithstanding the foregoing, for Limitation Years beginning
         after December 31, 2001, except to the extent permitted under Section
         414(v) of the Code, if applicable, the Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of:

                  "(i)     $40,000, as adjusted for increases in the
                           cost-of-living under Section 415(d) of the Code, or

                  "(ii)    100 percent of the Participant's compensation, within
                           the meaning of Section 415(c)(3)of the Code, for the
                           Limitation Year.

                  "The compensation limit referred to in (ii) shall not apply to
                  any Contribution for medical benefits after separation from
                  service (within the meaning of Section 401(h) or Section
                  419(A)(f)(2) of the Code) which is otherwise treated as an
                  Annual Addition."

Subsection 14(e): This Subsection is amended by adding the following new
sentence to follow after the first sentence of this Subsection:

         "For all distributions made after December 31, 2001, with respect to
         all Participants, the value of a Participant's nonforfeitable account
         balance shall be determined without regard to that portion of the Plan
         Benefit, if any, attributable to any rollover contributions (and
         earnings allocable thereto) within the meaning of Sections 402(c),
         403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code."

Subsection 14(f): This Subsection is deleted in its entirety and replaced with
the following:

                  "(f)     Required Commencement of Benefit Distribution.

                           "(1)    Distribution of a Participant's Plan Benefit
         shall commence not later than sixty (60) days after the Anniversary
         Date coinciding with or next following the latest of (1) the
         Participant's Retirement, (2) the tenth (10th) anniversary of the date
         the Participant became a Participant, or (3) the Participant's
         separation from service.

                                   "If the amount of a Participant's Plan
         Benefit cannot be determined (by the Committee) by the date on which
         a distribution is to commence, or the Participant cannot be located,
         distribution of the Participant's Plan Benefit shall commence within
         sixty (60) days after the date on which the Participant's Plan Benefit
         can be determined or after the date on which the Committee locates the
         Participant.

                           "(2)    The distribution of the Plan Benefit of any
         Participant who attains age seventy and one-half (70 1/2) in a calendar
         year must commence not later than April 1 of the next calendar year
         (even if the Participant has not terminated). Effective for all Plan
         Years beginning on or after January 1, 1998, except in the case of a
         five percent (5%) owner (as defined in Section 416(i)(1)(B)(i) of the
         Code), distributions shall commence in accordance with Subsection
         14(f)(2) unless the Participant elects otherwise. In the event a
         Participant elects not to receive the distributions, or in the

<PAGE>

         case of a Participant (other than a five percent (5%) owner) who has
         begun receiving distributions in accordance with this Subsection who
         elects to cease receiving such distributions, the distributions shall
         commence (or recommence) no later than April 1 of the calendar year
         following the calendar year in which the Participant separates from
         service with the Employer. All distributions made under this Subsection
         14(f)(2) shall be determined and made in accordance with the Proposed
         Regulations under Section 401(a)(9), including the minimum distribution
         incidental benefit requirement of Section 1.401(a)(9)-2 of the Proposed
         Regulations.

                           "Notwithstanding the foregoing, effective for
         purposes of determining required minimum distributions for calendar
         years beginning with the 2003 calendar year, all distributions made
         under this Subsection 14(f) shall be determined and made in accordance
         with the final and temporary regulations under 401(a)(9), pursuant to
         Rev. Proc. 2002-29."

Section 14:       This Section is amended by adding the following new Subsection
(k) to this Section:

         "(k)     Automatic Rollovers.

                  "Any distribution in excess of $1,000 may be made by
         transferring the amount to be distributed to an individual retirement
         plan designated by the Plan Committee, unless the Participant or
         Beneficiary entitled to receive the distribution elects (1) to receive
         the distribution directly, or (2) to have the distribution paid
         directly to another Eligible Retirement Plan as described in Section 10
         of the Plan. The requirement of this paragraph shall not be effective
         until the effective date of regulations issued by the Department of
         Labor with respect to the requirements of the Plan Committee's
         selection of individual retirement plans."

Section 21:       This Section is replaced in its entirety with the following:

         "Section 21.  TOP-HEAVY RULES.

                  "(a)     Purpose and Effect

                           "The purpose of this Section 21 is to comply with the
                  requirements of Section 416 of the Code. The provisions of
                  this Section 21 are effective for each Plan Year beginning on
                  or after the Effective Date in which the Plan is a `Top-Heavy
                  Plan' within the meaning of Section 416(g) of the Code.

                  "(b)     Top-Heavy Plan

                           "In general, the Plan will be a Top-Heavy Plan for
                  any Plan Year if, as of the `Determination Date' (that is, the
                  last day of the preceding Plan Year), the sum of the amounts
                  in paragraphs (i), (ii) and (iii) below for Key Employees
                  exceeds sixty percent of the sum of such amounts for all
                  Employees who are covered by this Plan or by a defined
                  contribution plan or defined benefit plan that is aggregated
                  with this Plan in accordance with Section 21(d):

                           "(i)     The aggregate Account balances of
                                    Participants under this Plan.

                           "(ii)    The aggregate Account balances of
                                    Participants under any other defined
                                    contribution plan included under Section
                                    21(d).

                           "(iii)   The present value of the cumulative accrued
                                    benefits of Participants calculated under
                                    any defined benefit plan included in Section
                                    21(d).

                           "In making the foregoing determination: (i) a
                  Participant's Account balances or cumulative accrued benefits
                  shall be increased by the aggregate distributions, if any,
                  made with respect to the Participant during the 5-year period
                  (or, for Plan Years commencing after 2001, the 1-year period,
                  except with respect to in-service distributions, for which the
                  5-year period shall continue to apply) ending on the
                  Determination Date, including distributions under a terminated
                  plan that, if it had not been terminated, would have been
                  required to be included in the aggregation group, (ii) the
                  Account balances or cumulative accrued benefits of a
                  Participant who was previously a Key Employee, but who is no
                  longer a Key Employee, shall be disregarded, (iii) the Account
                  balances or cumulative accrued benefits of a Beneficiary of a
                  Participant shall be considered Accounts or accrued benefits
                  of the Participant, (iv) the Account balances or cumulative
                  accrued benefits of a Participant who has not performed
                  services for an Employer or an Affiliated Company at any time
                  during the 5-year period (or, for Plan Years commencing after
                  2001, the 1-year period) ending on the Determination Date
                  shall be disregarded and (v) any rollover contribution (or
                  similar transfer) from a plan maintained by a corporation
                  other than an Employer

<PAGE>

                  under this Plan initiated by a Participant shall not be taken
                  into account as part of the Participant's aggregate Account
                  balances under this Plan.

                  "(c)     Key Employee

                           "In general, a `Key Employee' is an Employee (or a
                  former or deceased Employee) who, at any time during the Plan
                  Year (or, for Plan Years commencing before 2002, for any of
                  the 4 preceding Plan Years), is or was:

                           "(i)     for Plan Years commencing before 2002, an
                                    officer of an Employer having annual
                                    compensation greater than fifty percent of
                                    the amount in effect under Code Section
                                    415(b)(1)(A) for any such Plan Year; for
                                    Plan Years commencing after 2001, an officer
                                    of the Employer having annual compensation
                                    greater than $130,000, as adjusted from time
                                    to time by the Internal Revenue Service;
                                    provided that, for purposes of this
                                    paragraph, no more than fifty Employees of
                                    the Employer (or, if lesser, the greater of
                                    three Employees or ten percent of the
                                    Employees) shall be treated as officers;

                           "(ii)    for Plan Years commencing before 2002, one
                                    of the ten Employees who have annual
                                    compensation from an Employer of more than
                                    the limitation in effect under Code Section
                                    415(c)(1)(A) (the defined contribution
                                    maximum) for that year and owning or
                                    considered as owning, within the meaning of
                                    Section 318 of the Code, the largest
                                    interests in the Employer; provided that if
                                    two Employees have the same interest in the
                                    Employer, the Employee having greater annual
                                    compensation from the Employer shall be
                                    treated as having a larger interest;

                           "(iii)   a five percent or greater owner of an
                                    Employer; or

                           "(iv)    a one percent or greater owner of an
                                    Employer having annual compensation from the
                                    Employer of more than $150,000 (as adjusted
                                    by the Internal Revenue Service).

                           "For purposes of this Section 21, the term
                  'compensation' means compensation as defined by Code Section
                  414(q)(7).

                  "(d)     Aggregated Plans

                           "Each other defined contribution plan and defined
                  benefit plan maintained by an Employer that covers a Key
                  Employee as a Participant or that is maintained by an Employer
                  in order for a plan covering a Key Employee to satisfy Section
                  401(a)(4) or 410 of the Code shall be aggregated with this
                  Plan in determining whether this Plan is top-heavy. In
                  addition, any other defined contribution or defined benefit
                  plan of an Employer may be included if all such plans that are
                  included, when aggregated, will not discriminate in favor of
                  officers, shareholders or Highly Compensated Employees and
                  will satisfy all of the applicable requirements of Sections
                  401(a)(4) and 410 of the Code.

                  "(e)     Minimum Vesting

                           "For any Plan Year in which the Plan is a Top-Heavy
                  Plan, the vested percentage of a Participant's Accounts shall
                  not be less than the percentage determined under the following
                  table:

<TABLE>
<CAPTION>
                                                                       Vested
                  Years of Service                                   Percentage
                  ----------------                                   ----------
                  <S>                                                <C>
                  Less than 2                                             0
                            2                                            20
                            3                                            40
                            4                                            60
                            5                                            80
                    6 or more                                           100
</TABLE>

                           "If the foregoing provisions of this Section 21(e)
                  become effective, and the Plan subsequently ceases to be a
                  Top-Heavy Plan, the Participant's vested Accounts shall not be
                  reduced, and each Participant who has then completed three or
                  more Years of Service may elect to continue to have the vested
                  percentage of such Participant's Accounts determined under the
                  provisions of this Section.

<PAGE>

                  "(f)     Minimum Employer Contribution

                           "Subject to the following provisions of this Section
                  and Section 21(g), for any Plan Year in which the Plan is a
                  Top-Heavy Plan, the Employer Contribution credited to each
                  Participant who is not a Key Employee shall not be less than 3
                  percent of such Participant's compensation from the Employers
                  for that year. In no event, however, shall the total Employer
                  Contribution credited in any year to a Participant who is not
                  a Key Employee (expressed as a percentage of such
                  Participant's compensation from the Employers) be required to
                  exceed the maximum total Employer Contribution credited in
                  that year to a Key Employee (expressed as a percentage of such
                  Key Employee's compensation from the Employers). Contributions
                  made by an Employer under the Plan pursuant to Participants'
                  income deferral authorizations shall not be deemed Employer
                  Contributions for purposes of this Section. For Plan Years
                  commencing after 2001, employer matching contributions (as
                  defined in Code Section 401(m)(4)(A)) shall be taken into
                  account for purposes of this paragraph. The amount of minimum
                  Employer Contribution otherwise required to be allocated to
                  any Participant for any Plan Year under this Section shall be
                  reduced by the amount of Employer Contributions allocated to
                  such Participant for a Plan Year ending with or within that
                  Plan Year under any other tax-qualified defined contribution
                  plan maintained by an Employer.

                  "(g)     Coordination of Benefits

                           "For any Plan Year in which the Plan is top-heavy, in
                  the case of a Participant who is a non-Key Employee and who is
                  a Participant in a top-heavy tax-qualified defined benefit
                  plan that is maintained by an Employer and that is subject to
                  Section 416 of the Code, Section 21(f) shall not apply, and
                  the minimum benefit to be provided to each such Participant in
                  accordance with this Section 21 and Section 416(c) of the Code
                  shall be the minimum annual retirement benefit to which such
                  Participant is entitled under such defined benefit plan in
                  accordance with such Section 416(c), reduced by the amount of
                  annual retirement benefit purchasable with such Participant's
                  Accounts (or portions thereof) attributable to Employer
                  Contributions under this Plan and any other tax-qualified
                  defined contribution plan maintained by an Employer."

         Except as otherwise indicated, this Amendment to said Plan shall be
effective as of January 1, 2002.

                                                 McGRATH RENTCORP



Date:  November 22, 2002                         By /s/ DENNIS C. KAKURES
                                                    ---------------------
                                                    Dennis C. Kakures, President



(SEAL)