RPM INTERNATIONAL INC/DE/
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>l05052aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.1

                             RPM INTERNATIONAL INC.

                           2003 RESTRICTED STOCK PLAN

                                 FOR DIRECTORS

                                                Effective Date: October 10, 2003

<PAGE>

                               TABLE OF CONTENTS

<Table>
<C>      <S>                                                           <C>
ARTICLE ONE -- NAME AND PURPOSE......................................  A-1
   1.1   Name........................................................  A-1
   1.2   Purpose.....................................................  A-1
ARTICLE TWO -- DEFINITIONS...........................................  A-1
   2.1   Beneficiary.................................................  A-1
   2.2   Board of Directors..........................................  A-1
   2.3   Code........................................................  A-1
   2.4   Committee...................................................  A-2
   2.5   Common Stock................................................  A-2
   2.6   Company.....................................................  A-2
   2.7   Continuous Directorship.....................................  A-2
   2.8   Date of Grant...............................................  A-2
   2.9   Deferred Compensation Plan..................................  A-2
   2.10  Director....................................................  A-2
   2.11  Effective Date..............................................  A-2
   2.12  Eligible Director...........................................  A-2
   2.13  Grant.......................................................  A-3
   2.14  Grantee.....................................................  A-3
   2.15  Normal Retirement Date......................................  A-3
   2.16  Plan........................................................  A-3
   2.17  Plan Year...................................................  A-3
   2.18  Restricted Stock............................................  A-3
   2.19  Restricted Stock Agreement..................................  A-4
   2.20  Rule 16b-3..................................................  A-4
   2.21  Stock Power.................................................  A-4

</TABLE>

                                       A-ii
<PAGE>


<Table>
<C>      <S>                                                           <C>
   2.22  Stockholder.................................................  A-4
   2.23  Subsidiary..................................................  A-4
   2.24  Termination of Directorship.................................  A-4
ARTICLE THREE -- ADMINISTRATION......................................  A-5
   3.1   Plan Administration.........................................  A-5
   3.2   Powers and Duties of the Committee..........................  A-5
   3.3   Governance of the Committee.................................  A-6
   3.4   Limitation of Liability.....................................  A-6
   3.5   Administrative Plan Years...................................  A-6
ARTICLE FOUR -- PARTICIPATION........................................  A-7
   4.1   Participation...............................................  A-7
   4.2   Grantees....................................................  A-7
ARTICLE FIVE -- STOCK AVAILABLE FOR GRANTS...........................  A-7
   5.1   Available Stock.............................................  A-7
   5.2   Source of Stock.............................................  A-8
ARTICLE SIX -- RESTRICTED STOCK GRANTS...............................  A-8
   6.1   Granting of Restricted Stock................................  A-8
   6.2   Restricted Stock Agreements.................................  A-8
   6.3   Stock Power.................................................  A-9
   6.4   Rights of Grantees..........................................  A-9
ARTICLE SEVEN -- STOCK RESTRICTIONS..................................  A-9
   7.1   Transfer Restrictions.......................................  A-9
   7.2   Other Restrictions..........................................  A-10
ARTICLE EIGHT -- LAPSE OF RESTRICTIONS...............................  A-10
   8.1   Events Triggering Lapse of Restrictions.....................  A-10

</TABLE>

                                      A-iii

<PAGE>


<Table>
<C>      <S>                                                           <C>
   8.2   Mandatory Sale of Shares of Restricted Stock to Satisfy
         Grantee's Tax Obligations...................................  A-11
   8.3   Delivery of Restricted Stock and Sale Proceeds Upon Lapse of
         Restrictions................................................  A-11
   8.4   Definition of "Change in Control"...........................  A-12
ARTICLE NINE -- FORFEITURE OF RESTRICTED STOCK.......................  A-14
   9.1   Termination of Directorship Before Lapse of Restrictions....  A-14
ARTICLE TEN -- ESCROW AGREEMENT AND LEGENDS..........................  A-15
  10.1   Escrow Agreements...........................................  A-15
  10.2   Legends.....................................................  A-15
ARTICLE ELEVEN -- BENEFICIARY DESIGNATION............................  A-16
  11.1   Procedures for Beneficiary Designation......................  A-16
  11.2   Default Beneficiaries.......................................  A-16
ARTICLE TWELVE -- AMENDMENTS.........................................  A-16
  12.1   Plan May Be Amended.........................................  A-16
  12.2   Limitations on Plan Amendment...............................  A-16
ARTICLE THIRTEEN -- TERMINATION......................................  A-17
  13.1   Plan Termination............................................  A-17
  13.2   Stockholder Approval........................................  A-17
ARTICLE FOURTEEN -- COORDINATION WITH DEFERRED COMPENSATION PLAN.....  A-17
  14.1   Surrender and Cancellation of Shares of Restricted Stock....  A-17
  14.2   Vesting of Surrendered and Canceled Shares of Restricted
         Stock.......................................................  A-18
ARTICLE FIFTEEN -- MISCELLANEOUS.....................................  A-18
  15.1   Consents....................................................  A-18
  15.2   Non-Uniform Determinations and Restricted Stock
         Agreements..................................................  A-19
  15.3   Other Payments or Awards....................................  A-19
  15.4   Section Headings............................................  A-19

</TABLE>

                                      A-iv


<PAGE>

<Table>
<C>      <S>                                                           <C>
  15.5   Number......................................................  A-20
  15.6   Waiver......................................................  A-20
  15.7   Governing Law...............................................  A-20

</Table>







                                       A-v

<PAGE>
                                   ARTICLE ONE

                                NAME AND PURPOSE

     1.1 Name.  The name of this Plan shall be: RPM International Inc. 2003
Restricted Stock Plan for Directors.

     1.2 Purpose.  The Plan is maintained to advance the interests of the
Company and its Stockholders by affording to Eligible Directors of the Company
an opportunity to acquire or increase their proprietary interest in the Company
and thereby bringing total Director compensation to a competitive level. By
encouraging Eligible Directors to become owners of Company stock, the Company
seeks to further align their interests with Stockholders, to increase their
incentive for enhancing Stockholder value and to motivate, recruit and retain
those highly competent individuals upon whose judgment, initiative, leadership
and continued efforts the success of the Company in large measure depends.

                                  ARTICLE TWO

                                  DEFINITIONS

     2.1 Beneficiary.  "Beneficiary" means the person, persons, entity or
entities so designated, or deemed to be designated, by a Grantee pursuant to
Article 11.

     2.2 Board of Directors.  "Board of Directors" means the Board of Directors
of the Company, as constituted from time to time.

     2.3 Code.  "Code" means the Internal Revenue Code of 1986, as amended, and
any lawful regulations or pronouncements thereunder. Whenever reference is made
to a specific Code Section, such reference shall be deemed to be a reference to
any successor Code Section or Sections with the same or similar purpose.



                                       A-1
<PAGE>


     2.4 Committee.  "Committee" means the Compensation Committee of the Board
of Directors, as constituted from time to time, which shall:

          (a) consist of at least three (3) Directors, each of whom shall be an
     "outside director" of the Company (within the meaning of Code Section
     162(m)) and a "non-employee director" of the Company (within the meaning of
     Rule 16b-3); and

          (b) be authorized by the Board to exercise all authority granted to it
     under this Plan and any Board actions.

     2.5 Common Stock.  "Common Stock" means shares of common stock of RPM
International Inc., with par value of one cent ($0.01) per share.

     2.6 Company.  "Company" means RPM International Inc., a Delaware
corporation, or any corporation or entity that is a successor to RPM
International Inc. or substantially all of the assets of RPM International Inc.,
that assumes the obligations of RPM International Inc. under this Plan by
operation of law or otherwise.

     2.7 Continuous Directorship.  "Continuous Directorship" means an
uninterrupted period during which a Grantee is and remains an Eligible Director.

     2.8 Date of Grant.  "Date of Grant" means the date the Committee makes a
Grant to an Eligible Director as specified in the Restricted Stock Agreement.

     2.9 Deferred Compensation Plan.  "Deferred Compensation Plan" means the RPM
International Inc. Deferred Compensation Plan and any related trust, each as
amended from time to time, and any similar deferred compensation plan of the
Company and any related trust.

     2.10 Director.  "Director" means a member of the Board of Directors.

     2.11 Effective Date  "Effective Date" means the effective date of the Plan
which is, contingent upon approval of the Company's Stockholders, October 10,
2003.

     2.12 Eligible Director.  "Eligible Director" means a Director who is:


                                       A-2
<PAGE>


          (a) not a common law employee of the Company or any of its
     Subsidiaries; and

          (b) entitled to participate in the Plan pursuant to Section 4.1.

A Director who is also a common law employee of the Company or any of its
Subsidiaries shall become eligible to participate in this Plan only after
termination of such employment.

     2.13 Grant.  "Grant" means a grant of Restricted Stock which is
nontransferable, subject to a substantial risk of forfeiture and subject to the
terms and conditions of this Plan and any related Restricted Stock Agreement.

     2.14 Grantee.  "Grantee" means an Eligible Director to whom a Grant has
been made in accordance with Article 6.

     2.15 Normal Retirement Date.  "Normal Retirement Date" means the last date
of the Grantee's directorship term which includes that date on which the Grantee
attains age 75, or at such other time at which the Grantee attains "retirement
age" under the Company's informal retirement policies then in effect or as
formalized in the Company's Corporate Governance Guidelines.

     2.16 Plan.  "Plan" means the RPM International Inc. 2003 Restricted Stock
Plan for Directors, as amended from time to time.

     2.17 Plan Year.  "Plan Year" means the Company's annual accounting period,
which is presently the twelve (12) month period ending on May 31. The first Plan
Year shall be a short Plan Year beginning October 10, 2003 and ending May 31,
2004.

     2.18 Restricted Stock.  "Restricted Stock" means shares of Common Stock
which have been granted to a Grantee in accordance with, and subject to, the
terms and conditions of this Plan.


                                       A-3
<PAGE>

     2.19 Restricted Stock Agreement.  "Restricted Stock Agreement" means a
written agreement executed by the Company and a Grantee effecting, and
establishing the terms and conditions of, a Grant of Restricted Stock to such
Grantee under this Plan.

     2.20 Rule 16b-3.  "Rule 16b-3" means Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 and any successor rule or rules with the same or
similar purpose.

     2.21 Stock Power.  "Stock Power" means a power of attorney executed by an
Eligible Director and delivered to the Company which authorizes the Company to
transfer ownership of Restricted Stock or Common Stock from the Grantee to the
Company or a third party.

     2.22 Stockholder.  "Stockholder" means an individual or entity that owns
one (1) or more shares of Common Stock.

     2.23 Subsidiary.  "Subsidiary" means any corporation in which the Company
owns, directly or indirectly, stock possessing at least eighty percent (80%) or
more of the total combined voting power of all classes of stock entitled to vote
or at least eighty percent (80%) of the total value of shares of all classes of
stock of such corporation as determined pursuant to Section 1563(a)(1) of the
Code, but only during the period any such corporation would be so defined.

     2.24 Termination of Directorship.  "Termination of Directorship" means the
termination of an individual's status as a Director for any reason whatever,
whether voluntarily or involuntarily.




                                       A-4
<PAGE>


                                 ARTICLE THREE

                                 ADMINISTRATION

     3.1 Plan Administration.  Unless otherwise specified by the Board of
Directors, this Plan shall be administered by the Committee. The Board of
Directors may, in its sole discretion, at any time and from time to time, by an
official action, resolve to administer the Plan effective as of a date specified
in such action. In the event the Board of Directors exercises its discretion to
administer the Plan, all references to the "Committee" herein shall be deemed to
be references to the "Board of Directors."

     3.2 Powers and Duties of the Committee.  The Committee shall have the sole
and exclusive authority to: (i) exercise all powers granted to it under the Plan
and under any Board of Directors action; (ii) construe, interpret, and implement
the Plan, any Restricted Stock Agreement and related documents; (iii) cause the
Company to enter into Restricted Stock Agreements with Eligible Directors
(including, but not limited to, the authority to determine the number of shares
of Restricted Stock awarded to each Eligible Director, the price or prices at
which shares shall be awarded to each Eligible Director, the time or times when
such shares may be awarded and to prescribe the form of such Restricted Stock
Agreements and the legend, if any, to be affixed to the certificates
representing such shares issued under this Plan); (iv) prescribe, amend and
rescind rules and interpretations relating to the Plan; (v) make all
determinations necessary or advisable in administering the Plan; (vi) correct
any defect, supply any omission and reconcile any inconsistency in or between
the Plan, any Restricted Stock Agreement and related documents; and (vii)
designate one or more persons or agents to carry out any or all of its
administrative duties hereunder (provided that none of the duties required to be
performed by the Committee under Rule 16b-3 or Article 6 may be delegated to any
other person


                                      A-5
<PAGE>

or agent). The Company shall furnish the Committee with such clerical and other
assistance as is necessary for the performance of the Committee's duties under
this Plan.

     3.3 Governance of the Committee.  All actions of the Committee with respect
to the Plan shall require the affirmative vote of a majority of its members
present at a meeting at which a quorum is present (in person, telephonically,
electronically or as otherwise permitted by the Company's governing documents).
The determination of the Committee on all matters relating to the Plan, any
Restricted Stock Agreement or related documents shall be conclusive.

     3.4 Limitation of Liability.  No member of the Committee or any of its
designees who are employees of the Company shall be liable for any action or
determination made in good faith with respect to the Plan, any Restricted Stock
Agreement or related documents.

     3.5 Administrative Plan Years.  The Plan shall be administered and operated
on the basis of the Plan Year. In the event that the Company changes its annual
accounting period, the Plan Year shall automatically change and the Committee
may make such adjustments to the operation of the Plan as appropriate to reflect
any short Plan Years, adjustments to the dates that shares of Restricted Stock
are granted, adjustments to the dates that restrictions lapse hereunder or any
other adjustments the Committee deems necessary or appropriate to reflect the
change in the Plan Year.




                                      A-6
<PAGE>

                                  ARTICLE FOUR

                                 PARTICIPATION

     4.1 Participation.  The Committee shall determine, from time to time and in
its sole and exclusive discretion, which Eligible Directors shall participate in
the Plan and be eligible to receive Grants pursuant to Article 6.

     4.2 Grantees.  An Eligible Director designated pursuant to Section 4.1
shall be deemed to be a Grantee upon execution of a Restricted Stock Agreement
between such Eligible Director and the Company in accordance with Article 6. An
Eligible Director shall remain a Grantee until such time as he or she no longer
has any Restricted Stock subject to the terms of this Plan or any Restricted
Stock Agreement, including, but not limited to, as a result of the terms of
Articles 8 or 9 which result in either the lapse of restrictions on the
Restricted Stock or the forfeiture of the Restricted Stock.

                                  ARTICLE FIVE

                           STOCK AVAILABLE FOR GRANTS

     5.1 Available Stock.  Five hundred thousand (500,000) shares of Common
Stock may be granted under this Plan. In the event that the number or kind of
outstanding shares of Common Stock of the Company shall be changed by reason of
recapitalization, reorganization, redesignation, merger, consolidation, stock
split, stock dividend, combination or exchange of shares, exchange for other
securities, or the like, the number and kind of shares of Common Stock which may
thereafter be issued under this Plan may be appropriately adjusted as determined
by the Committee so as to reflect such change. In accordance with (and without
limitation upon) the foregoing, shares of Common Stock available under this Plan
and covered




                                      A-7
<PAGE>


by Grants which expire, terminate, are forfeited or are canceled for any reason
whatever (except as provided in Article 14) shall again become available for
Grants under this Plan.

     5.2 Source of Stock.  The Restricted Stock which may be granted under this
Plan shall be made available from authorized and unissued shares or treasury
shares of Common Stock of the Company.

                                  ARTICLE SIX

                            RESTRICTED STOCK GRANTS

     6.1 Granting of Restricted Stock.  The Committee is authorized to make
Grants of Restricted Stock to any Eligible Director. Any such Grant shall be
subject to the terms of this Plan, a Restricted Stock Agreement and such other
terms and conditions as the Committee shall deem necessary or appropriate.

     6.2 Restricted Stock Agreements.  The granting of Restricted Stock to an
Eligible Director under this Plan shall be contingent on such Eligible Director
executing a Restricted Stock Agreement in the form prescribed by the Committee.
Each Restricted Stock Agreement shall: (i) indicate the number of shares of
Restricted Stock which will be granted to the Eligible Director; (ii) indicate
the effective date of the Grant; (iii) include provisions reflecting the
transfer restrictions imposed upon Restricted Stock and the provisions for lapse
of those restrictions under this Plan; (iv) include provisions reflecting the
forfeiture provisions under this Plan; (v) include provisions prohibiting the
Grantee from making an election pursuant to Code Section 83(b); (vi) include
provisions requiring the sale of shares of Restricted Stock to satisfy the
Grantee's federal, state and local income tax liability arising from lapse of
restrictions on such shares; and (vii) include any other terms, conditions or
restrictions the Committee deems necessary or appropriate.



                                      A-8
<PAGE>


     6.3 Stock Power.  The Committee shall require Eligible Directors to execute
and deliver to the Company one or more Stock Powers in blank with respect to
Restricted Stock granted to such Eligible Directors.

     6.4 Rights of Grantees.  Subject to the terms, conditions and restrictions
specified under this Plan and any applicable Restricted Stock Agreement, the
Restricted Stock granted under this Plan shall be considered issued and
outstanding and fully-paid and non-assessable for all purposes. Notwithstanding
retention of Restricted Stock certificates by an escrow agent or the Company,
Grantees shall have all rights with respect to Restricted Stock granted to them
(but subject to the terms, conditions and restrictions specified under this Plan
and any applicable Restricted Stock Agreement) including:

          (a) Title.  Subject to the Grantee's execution of a Stock Power, any
     Restricted Stock granted under this Plan shall be held by an escrow agent
     or the Company under the Grantee's name.

          (b) Voting Rights.  Subject to the Grantee's execution of a Stock
     Power, a Grantee shall be entitled to vote any Restricted Stock granted to
     him or her under this Plan.

          (c) Dividends.  Dividends paid on any shares of Restricted Stock
     granted under this Plan shall be paid to: (i) the Grantee in whose name the
     shares of Restricted Stock are held; or (ii) in the event the Grantee has
     made a surrender election pursuant to Section 14.1, the Grantee's
     Restricted Stock Account.

                                 ARTICLE SEVEN

                               STOCK RESTRICTIONS

     7.1 Transfer Restrictions.  Restricted Stock shall not be sold, transferred
or otherwise disposed of and shall not be pledged or otherwise hypothecated (any
such sale, transfer or other disposition, pledge or other hypothecation is
hereinafter referred to as "to dispose of" or a "disposition") until the
earliest of: (i) the date the restrictions on such Restricted Stock lapse in




                                      A-9
<PAGE>


accordance with Article 8; (ii) the date such Restricted Stock is forfeited in
accordance with Article 9; or (iii) termination of the Plan.

     7.2 Other Restrictions.  The Committee may impose restrictions on
Restricted Stock in addition to, or different from, those described in this
Plan, as it deems necessary or appropriate. Grants to different Grantees may be
made upon different terms with different conditions or restrictions. Grants may
vary from time to time and from Grantee to Grantee.

                                 ARTICLE EIGHT

                             LAPSE OF RESTRICTIONS

     8.1 Events Triggering Lapse of Restrictions.  If a Grantee remains in
Continuous Directorship from a Date of Grant until the earliest of:

          (a) the date of his or her death;

          (b) the date the Committee determines, in its sole discretion, that he
              or she is totally disabled (within the meaning of the Company's
              group long-term disability plan or its successor);

          (c) the last day of the month in which occurs the third anniversary of
              the Date of Grant;

          (d) his or her Normal Retirement Date;

          (e) the date he or she fails to be re-elected to the Board of
              Directors after being duly nominated;

          (f) the date he or she resigns or retires from the Board of Directors
              upon the approval of at least eighty percent (80%) of the
              disinterested Directors; or

          (g) the date of a Change in Control (within the meaning of Section
              8.4);

then, subject to the terms of this Plan and any applicable Restricted Stock
Agreement, all restrictions imposed upon Restricted Stock awarded to him or her
pursuant to the Restricted Stock Agreement shall lapse and be of no further
force and effect. In the event of Termination of




                                      A-10
<PAGE>


Directorship for reasons other than those described in this Section, the status
of the restrictions on such Grantee's Restricted Stock shall be governed by
Article 9.

     8.2 Mandatory Sale of Shares of Restricted Stock to Satisfy Grantee's Tax
Obligations. The Committee shall notify a Grantee of the lapse of restrictions
on shares of Restricted Stock awarded to him or her under the Plan within an
administratively practicable time after the lapse of restrictions. Provided that
the Grantee has not surrendered such shares of Restricted Stock

at least six (6) months before the date of the lapse of restrictions in
accordance with Article 14, the Company or the escrow agent (as the case may be)
shall sell the fewest number of shares of Common Stock with respect to which
restrictions have lapsed necessary for the proceeds of such sale to equal (or
exceed by not more than the actual sale price of a single share of Common Stock)
the Grantee'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 lapse of restrictions; by (B) the total number of
shares of Common Stock with respect to which restrictions have lapsed. The
Company or the escrow agent (as the case may be) shall withhold the proceeds of
such sale for purposes of satisfying the Grantee's federal, state and local
income taxes resulting from the lapse of restrictions. Prior to any such sale,
the Committee shall cause new certificates for such shares to be issued, with
any legend making reference to the restrictions imposed hereunder removed. The
Grantee shall provide the Committee, the Company and/or the escrow agent with
such Stock Powers and additional information or documents as may be necessary
for the Committee, the Company and/or the escrow agent to discharge their
obligations under this Section.

     8.3 Delivery of Restricted Stock Upon Lapse of Restrictions.  As promptly
as practicable following the sale of a portion of a Grantee's Restricted Stock
in accordance with




                                      A-11
<PAGE>


Section 8.2, if it has not already done so, the Committee shall cause
certificates for all Restricted Stock which have been held in escrow or by the
Company to be issued to the Grantee, with any legend making reference to the
various restrictions imposed hereunder removed. In addition, the Committee shall
cause the Company or escrow agent to deliver the proceeds of the sale of shares
of the Grantee's Restricted Stock pursuant to Section 8.2 to the Internal
Revenue Service and/or other taxing authority in satisfaction of the Grantee's
tax liability, arising from the issuance of the certificates. In the event of a
Grantee's death, such certificates shall be delivered to the Grantee's
Beneficiary, determined in accordance with Article 11.

     8.4 Definition of "Change in Control".  A "Change in Control" shall be
deemed to have occurred upon the occurrence of any of the following events:

          (a) The Company is merged or consolidated or reorganized into or with
     another corporation or other legal person or entity, and as a result of
     such merger, consolidation or reorganization less than a majority of the
     combined voting power of the then-outstanding securities of such
     corporation, person or entity immediately after such transaction are held
     in the aggregate by the holders of the then-outstanding securities entitled
     to vote generally in the election of Directors (the "Voting Stock")
     immediately prior to such transaction;

          (b) The Company sells or otherwise transfers all or substantially all
     of its assets to any other corporation or other legal person or entity, and
     less than a majority of the combined voting power of the then-outstanding
     securities of such corporation, person or entity immediately after such
     sale or transfer is held in the aggregate by the holders of Voting Stock
     immediately prior to such sale or transfer;

          (c) There is a report filed on Schedule 13D or Schedule TO (or any
     successor schedule, form or report), each as promulgated pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     disclosing that any person (as the term "person" is used in Section
     13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
     owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
     successor rule or regulation promulgated under the Exchange Act) of
     securities




                                      A-12
<PAGE>


     representing 15% or more of the total votes relating to the
     then-outstanding securities entitled to vote generally in the election of
     Directors (the "Voting Power");

          (d) The Company files a report or proxy statement with the Securities
     and Exchange Commission pursuant to the Exchange Act disclosing in response
     to Form 8-K or Schedule 14A (or any successor schedule, form or report or
     item therein) that a change in control of the Company has or may have
     occurred or will or may occur in the future pursuant to any then-existing
     contract or transaction;

          (e) During any period of two consecutive years, individuals, who at
     the beginning of any such period, constitute the Directors cease for any
     reason to constitute at least a majority thereof, unless the nomination for
     election by the Company's Stockholders of each new Director was approved by
     a vote of at least two-thirds of the Directors then in office who were
     Directors at the beginning of any such period; or

          (f) Such event as the Board of Directors, in the good faith exercise
     of its discretion, shall determine to be a "Change in Control."

Notwithstanding the foregoing provisions of paragraphs (c) and (d) of this
definition, a "Change in Control" shall not be deemed to have occurred for
purposes of this Plan (i) solely because (A) the Company, (B) a Subsidiary of
the Company, or (C) any Company-sponsored employee stock ownership plan or other
employee benefit plan of the Company or any Subsidiary, or any entity holding
shares of Voting Stock for or pursuant to the terms of any such plan, either
files or becomes obligated to file a report or proxy statement under or in
response to Schedule 13D, Schedule TO, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) under the Exchange Act,
disclosing beneficial ownership by it of shares of Voting Stock or because the
Company reports that a change in control of the Company has or may have occurred
or will or may occur in the future by reason of such beneficial ownership, (ii)
solely because any other person or entity either files or becomes obligated to
file a report on Schedule 13D or Schedule TO (or any successor schedule, form or
report) under the Exchange



                                      A-13
<PAGE>


Act, disclosing beneficial ownership by it of shares of Voting Stock, but only
if both (A) the transaction giving rise to such filing or obligation is approved
in advance of consummation thereof by the Company's Board of Directors and (B)
at least a majority of the Voting Power immediately after such transaction is
held in the aggregate by the holders of Voting Stock immediately prior to such
transaction, or (iii) solely because of a change in control of any Subsidiary of
the Company.

                                  ARTICLE NINE

                         FORFEITURE OF RESTRICTED STOCK

     9.1 Termination of Directorship Before Lapse of Restrictions.  If a Grantee
experiences a Termination of Directorship before the occurrence of at least one
of the following events:

          (a) his or her death;

          (b) the Committee's determination, in its sole discretion, that he or
     she is totally disabled (within the meaning of the Company's group
     long-term disability plan or its successor);

          (c) the last day of the month in which occurs the third anniversary of
     the Date of Grant;

          (d) his or her Normal Retirement Date;

          (e) his or her failure to be re-elected to the Board of Directors
     after being duly nominated;

          (f) his or her resignation or retirement from the Board of Directors
     with the approval of at least eighty percent (80%) of the disinterested
     Directors; or

          (g) a Change in Control (within the meaning of Section 8.4);


                                      A-14
<PAGE>


then, any Restricted Stock granted to such Grantee which remains subject to
restrictions hereunder shall be forfeited and returned to the Company pursuant
to a Stock Power and shall be available for future Grants as provided in Section
5.1.

                                  ARTICLE TEN

                          ESCROW AGREEMENT AND LEGENDS

     10.1 Escrow Agreements.  In order to enforce the restrictions imposed upon
Restricted Stock issued hereunder, the Committee shall require all Grantees to
enter into escrow agreements providing that the certificates representing
Restricted Stock issued pursuant to this Plan shall remain in the physical
custody of an escrow agent or the Company until the restrictions imposed upon
such Restricted Stock pursuant to this Plan have lapsed. The Committee may
impose such additional restrictions on any Restricted Stock awarded pursuant to
the Plan as it may deem necessary or appropriate including, without limitation,
restrictions under the Securities Act of 1933, as amended, or other securities
laws, the requirements of NASDAQ, the New York Stock Exchange or any other stock
exchange or transaction reporting system upon which such Restricted Stock is
then listed or quoted and any state "blue sky" laws applicable to such
Restricted Stock.

     10.2 Legends.  The Committee shall cause a legend to be placed on any
certificates representing Restricted Stock granted under this Plan which shall
make appropriate reference to the various restrictions on such Restricted Stock
and any other restrictions the Committee deems necessary or appropriate.


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<PAGE>


                                 ARTICLE ELEVEN

                            BENEFICIARY DESIGNATION

     11.1 Procedures for Beneficiary Designation.  A Grantee may designate a
Beneficiary or Beneficiaries to receive any shares of Restricted Stock or other
amounts that become payable on account of the Grantee's death, in such manner as
the Committee may require.

     11.2 Default Beneficiaries.  If a Grantee has not designated a Beneficiary
or Beneficiaries in accordance with Section 11.1, any shares of Restricted Stock
or other amounts that become unrestricted on account of the death of the Grantee
shall be distributed to the person or persons in the first of the following
classes in which there are any survivors of such Grantee:

          (a) his or her spouse at the time of death;

          (b) his or her issue per stirpes;

          (c) his or her parents; and

          (d) the executor or administrator of his or her estate.

                                 ARTICLE TWELVE

                                   AMENDMENTS

     12.1 Plan May Be Amended.  Subject to Section 12.2, the Board of Directors
may amend this Plan for any reason and at any time.

     12.2 Limitations on Plan Amendment.  Except as otherwise provided in
Section 5.1, no amendment shall increase the maximum number of shares of Common
Stock that may be granted under this Plan without the further approval of the
Stockholders. Furthermore, any amendment to this Plan meeting the definition of
a "material revision" under the New York Stock Exchange rules must be approved
by the Stockholders. No amendment to this Plan shall materially and adversely
modify or impair the then existing rights of Grantees without such individual's
written consent.


                                      A-16
<PAGE>

                                ARTICLE THIRTEEN

                                  TERMINATION

     13.1 Plan Termination.  The Board of Directors may terminate this Plan for
any reason and at any time. Except as otherwise provided in Section 13.2, Plan
termination shall not materially and adversely modify or impair the then
existing rights of Grantees without such individual's written consent.

     13.2 Stockholder Approval. This Plan shall immediately terminate if the
Plan is not approved by a majority of the outstanding shares of Common Stock
present (in person, telephonically, electronically, by proxy or its equivalent
or as otherwise permitted by the Company's governing documents) and entitled to
vote at the October 2003 meeting of Stockholders of the Company. Notwithstanding
any Plan provision to the contrary, in the event of such a termination, all
Grants of Restricted Stock under the Plan, if any, shall be revoked and the Plan
shall be deemed null and void ab initio. In the event of such a termination, the
Company, the Board of Directors, the Committee and the Subsidiaries shall not be
liable for any Grants under this Plan.

                                ARTICLE FOURTEEN

                  COORDINATION WITH DEFERRED COMPENSATION PLAN

     14.1 Surrender and Cancellation of Shares of Restricted Stock.  A Grantee
may elect to surrender any or all of the shares of Restricted Stock granted to
him or her under this Plan and any dividends attributable thereto. The Grantee
shall automatically have the same number of shares of Restricted Stock credited
to his or her Restricted Stock Account under the Deferred Compensation Plan. In
addition, any dividends attributable to such shares of Restricted Stock on or
after the date of surrender shall be credited to the Grantee's Restricted Stock
Account under the Deferred Compensation Plan.



                                      A-17
<PAGE>


     For a surrender election to be valid, it must be made in accordance with
terms and conditions imposed by the Committee and under the Deferred
Compensation Plan. A surrender election must be delivered to and accepted by the
Committee at least six (6) months prior to the date of lapse of the restrictions
with respect to the shares of Restricted Stock that are the subject of that
surrender election.

     14.2 Vesting of Surrendered and Canceled Shares of Restricted Stock.  A
Grantee shall be vested in shares of Restricted Stock credited to his or her
account under the Deferred Compensation Plan as a result of surrender or
cancellation of shares of Restricted Stock under this Plan on the date
restrictions on the surrendered or cancelled shares of Restricted Stock would
have lapsed under this Plan (the Grantee's "Deemed Lapse Date"). As soon as
practicable after a Grantee's Deemed Lapse Date, the Committee shall advise the
trustee or administrator of the Deferred Compensation Plan that the Grantee has
become vested with respect to shares of Restricted Stock under the Deferred
Compensation Plan.

                                ARTICLE FIFTEEN

                                 MISCELLANEOUS

     15.1 Consents.  If the Committee shall at any time determine that any
Consent (as defined below) is necessary or desirable as a condition to, or in
connection with, any Grant under the Plan, the issuance of shares of Common
Stock or other rights thereunder or the taking of any other action thereunder
(each such action being hereinafter referred to as a "Plan Action"), then such
Plan Action shall not be taken, in whole or in part, unless and until such
Consent shall have been effected or obtained to the full satisfaction of the
Committee, or the Committee may require that such Plan Action be taken only in
such manner as to make such Consent unnecessary.


                                      A-18
<PAGE>

     The term "Consent" as used herein with respect to any Plan Action means:
(i) any and all listings, registrations or qualifications in respect thereof
upon any securities exchange or under any federal, state or local law, rule or
regulation; (ii) any and all written agreements and representations by the
Grantee with respect to the acquisition or disposition of shares of Common
Stock, or with respect to any other matter, which the Committee shall deem
necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the requirement
that any such listing, qualification or registration be made; and (iii) any and
all consents, clearances and approvals by any governmental or other regulatory
bodies.

     15.2 Non-Uniform Determinations and Restricted Stock Agreements.  The
Company's, Board of Director's or Committee's determinations under the Plan need
not be uniform and may be made selectively among Directors who receive, or are
eligible to receive, Grants under the Plan (whether or not such persons are
similarly situated). Without limiting the generality of the foregoing, the
Company, Board of Directors and Committee shall be entitled, among other things,
to make non-uniform and selective determinations, and to enter into non-uniform
and selective Restricted Stock Agreements as to: (i) the persons to receive
Grants under the Plan; and (ii) the terms, conditions and restrictions of Grants
under the Plan.

     15.3 Other Payments or Awards.  Nothing contained in the Plan shall be
deemed to in any way limit or restrict the Company, any Subsidiary, the Board of
Directors or the Committee from making any award or payment to any person under
any other plan, arrangement or understanding, whether now existing or hereafter
in effect.

     15.4 Section Headings.  The section headings contained herein are for
purposes of convenience only and are not intended to define or limit the
contents of said sections.


                                      A-19
<PAGE>


     15.5 Number.  The singular herein shall include the plural, or vice versa,
wherever the context so requires.

     15.6 Waiver.  No waiver of any term or provision of this Plan by the
Company, any Subsidiary, Board of Directors or Committee will constitute a
waiver of the same term or provision in any subsequent case.

     15.7 Governing Law.  This Plan shall be governed by, construed and enforced
in accordance with the internal laws of the State of Delaware, without reference
to principles of conflict of laws.

     IN WITNESS WHEREOF, RPM International Inc., by an officer duly authorized,
has caused this RPM International Inc. 2003 Restricted Stock Plan for Directors
to be executed as of this 16th day of October, 2003.

                                       RPM INTERNATIONAL, INC.


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



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</TEXT>
</DOCUMENT>
