Frank C. Sullivan – Chairman of the Board & Chief Executive Officer P. Kelly Tompkins – Chief Financial Officer & Executive Vice President Administration

Analyst for Jeffrey J. Zekauskas – J. P. Morgan Securities, Inc. Saul Ludwig – Keybanc Capital Markets Edward H. Yang – Oppenheimer Rosemarie Morbelli – Ingalls & Synder Greg Halter – Great Lake Reviews

Welcome to RPM International’s conference call for the fiscal 2009 second quarter. Today’s call is being recorded. This call is also being webcast and can accessed live or replay at the RPM website at www.RPMInc.com. Comments made on this call may include forward-looking statements based on current expectations that involve risk and uncertainties which can cause actual results to be materially different. For more information on these risks and uncertainties, please review RPM’s reports filed with the SEC. During this conference call references may be made to non-GAAP financial measures. To assist you in understanding these non-GAAP terms, RPM has posted reconciliations to the most directly comparable GAAP financial measures on the RPM website. Following today’s presentation, there will be a question and answer session. (Operator Instructions) At this time I’d like to turn the call over to RPM’s Chairman and CEO Mr. Frank Sullivan for opening remarks. Frank C. Sullivan: Welcome to RPM’s second quarter conference call for the period ended November 30, 2008. Before I turn the call over to Kelly Tompkins, RPM’s Executive Vice President and Chief Financial Officer to provide details on the second quarter, I’d like to comment on a couple of things that we experienced during the quarter. My first comment relates to the period in which we are comparing. As you may recall, last year’s second quarter was an all time record for RPM with sales up 12% year-over-year and adjusted for a 2007 fiscal year asbestos related income, actual net income for the second quarter for last year was up 27.4%. So, we are comparing to an all time record and a quarter in which we had pretty extraordinary results. The second comment relates to current market conditions which as everybody knows and can see and read every day, are incredibly volatile and quite deteriorating. When Kelly is finished I’ll highlight some of the one time or extraordinary items that impacted the quarter and which we feel should be looked at or adjusted out to get a better sense of our normalized results from our industrial and our consumer businesses. But, just to give you a sense of what these are, for instance, interest expense was up quite dramatically really for a couple of reasons, number one, as everybody knows interest rates have dropped precipitously but in the September/October time period our floating rates which are based on LIBOR were extraordinarily high because of extraordinarily high LIBOR rates. We were borrowing over that period of time at a floating rate basis at around 6%. Today, our LIBOR rates are less than 2% and while LIBOR remains very volatile, the volatility is in the range of 50 basis points to 150 basis points, dramatically down from where it was in the fall. We also took some hits in the marketable securities account of our captive insurance company as it relates to either write downs of existing investments or losses that we realized versus gain in the prior year. Then finally, raw materials have had extraordinary volatility such that in our consumer segment within the same quarter we had extreme negative PPV, basically cost in excess of our standard cost as set for the year at the beginning of the quarter. Then, with significant declines in raw materials at the end of the quarter an actual negative hit through cost of goods sold as a result of a inventory revaluation reflecting lower inventory costs which will benefit us in future quarters but, was a onetime extraordinary reval hit in the second quarter. I go through some of those details just to give you all a sense of the volatility that we’re all aware of and how its hit RPM. When you make those adjustments which we’ll detail, actually our consumer EBIT was off about 30% year-over-year, our industrial EBIT was flat and RPM’s pre-tax income was off about, depending on how you look at interest expense on a go forward basis, 10% to 12%. With those opening comments, I’d like to turn the call over to Kelly Tompkins, RPM’s Executive Vice President and Chief Financial Officer to provide you details on the quarter after which we’ll provide you our outlook comments and answer your questions. P. Kelly Tompkins: I’m going to review the quarter. I will not review the full year-to-date results so that we have ample time for questions about the quarter. Starting with consolidated net sales year-over-year down 1.7% with foreign exchange accounting for 3.8% of the overall decline due to the significant strengthening of the dollar particularly relative to the Euro and the Canadian Dollar. During the quarter unit volume declined 4.1%. Partially offsetting these declines was acquisition related growth of 2.9% which was principally in our industrial segment net of the divestiture of our Bondo subsidiary in last year’s second quarter and price increases which accounted for 3.3% on a consolidated basis. We’ll now take a look at the segments starting with industrial which comprises about 70.3% of our total sales. Industrial grew 3.3% over last year. Acquisitions accounted for 6.2% of that growth while price increases contributed another 3.3% with volume declines down about 1.9% and foreign exchange 4.3% contributing on the negative side. Looking at consumer net sales of $264 million, we’re down 11.8% as unit volume declined about 8.6%. The Bondo divestiture during the second quarter last year accounted for 3.8% of the decline while foreign exchange accounted for another 2.7% with an offset of price increases of about 3.3%. Sales to home centers, mass retailers and distributors were sluggish during the quarter reflecting the ongoing weakness in the overall economy and the sustained domestic housing downturn. Rust-Oleum’ and DAP’s universal and 3.0 product lines have experienced good market acceptance especially given the overall macro environment and the difficult housing market as I alluded to earlier. Turning now to gross profit margins. On a consolidated basis gross profit of 40.1% in the quarter was down from 40.6% last year due primarily to the lag between our price increase versus realized raw material cost increases. Elevated raw material costs continued during most of the second quarter this year resulting in upward pressure on many of our raw materials despite the dramatic decrease in oil prices since midsummer. Looking at industrial gross profit margins, it actually increased to 42.3% from 42% last year reflecting industrials quick implementation of price increases, tight spending controls, coupled with some leveling off of raw material costs midway through the quarter. On the consumer side gross profit margins of 34.9% declined from the 37.8% last year due again in part to the lag of affected price increase implementation, higher raw material costs and the inability to cover fixed manufacturing cost due to significant volume declines in the consumer segment. Looking at SG&A, Frank alluded to some items which we’ll comment on during your questions but, SG&A on a consolidated basis increased to 31.4% of sales from 30.3% last year due principally to overall volume declines namely affecting the consumer segment. SG&A increased to 31% of sales from 29.8% last year due principally to higher employment, warranty and some other expenses. Consumer segment SG&A increased as a percent of net sales to 28.8% from 27.5% last year due again to the significant drop in volume. On the other hand from a dollar standpoint, consumer SG&A on a dollars basis actually declined $6.3 million or 7.7% year-over-year. Corporate other expense decreased $2.6 million or 22% to $9.2 million from last year’s $11.8 million primarily due to the impact of lower compensation related expenses. Looking at EBIT, on a consolidated basis EBIT dollars decreased 16.4% to 8.7% of net sales compared to 10.3% last year due to principally higher net raw material costs, lower volumes and higher SG&A expense. Looking at industrial EBIT, EBIT dollars decreased 4% from $74 million last year to $71 million this year with consumer segment EBIT decreasing 48.5% from $30.8 million last year to $15.9 million this year. Again, the bulk of which was attributable to the volume declines and raw material costs pressures. Interest expense which Frank commented on briefly in his introductory remarks, increased $5.3 million from last year driven by lower investment income slightly offset by lower average borrowings this quarter. Interest rates for the quarter averaged 6% compared to 5.4% last year. The tax rate, the effective rate for the quarter was 30.9% compared to 32.2% last year which reflects differences in projected US state, local income, lower rates on foreign sourced income and incremental utilization of foreign tax credits as well as the overall jurisdictional income for the quarter. Net income of $41.7 million represents positive earnings for a second quarter despite a decrease of $13.2 million or 23.9% from last year’s net income of $54.9 million which as Frank mentioned, had some extraordinary items. On an EPS basis, $0.33 this year represents a second quarter decrease of approximately 23% from last year’s $0.43. Looking and wrapping up with some comments on the balance sheet and cash flow and our capital structure and liquidity, starting with asbestos, for the quarter ended November 30, we had dismissals or settlements of 1,824 cases. Total cash outlays for the quarter were $16.4 million which compares quite favorably to last year’s payments of $26.1 million and 292 cases that were settled or dismissed in last year’s quarter. For the six months ended November 30, total dismissals and settlements of 2,025 cases and $32.4 million of cash outlays compares favorably to 657 cases dismissed or settled and a total of $48.9 million of cash outlays last year. I might just point out briefly that roughly 1,400 of the 1,800 cases dismissed during the quarter occurred by virtue of a ruling in Ohio that reaffirmed the medical criteria legislation and that resulted in a significant block of cases being dropped during the quarter. Our active case load as of November 30, down year-over-year now stands at 10,048 cases compared to 11,117 in the same period last year. From a balance sheet perspective, our total asbestos liability accrual stands at $527.3 million with $65 million of that in short term. In terms of cap ex for the first half, $24.9 million versus $17.5 million reflecting principally a timing of projects that were completed during the first half. Our full year estimate for cap ex is now looking closer to $50 million which is down from our prior estimates of $70 million as we’re calibrating cap ex requirements to current business conditions. Depreciation expense for the six months at $32.2 million compared to $31 million for the same period last year. Amortization expense of $11.3 million compared to $10.8 for the six months last year. Accounts receivable DSO was up slightly at .7 days from the second quarter last year with most of the increase in the consumer segment. That said, we have not experienced any unusual collection issues and of course we’re monitoring that given current economic conditions. Days of inventory increased six days from the second quarter last year due principally to the sales slowdown experienced in the second quarter. I’ll wrap up my comments with a few capital structure comments. Total debt at November 30 stood at $962 million compared to $1,073,000,000 at year end for a total debt reduction of $111 million. Our net debt to cap ratio which excludes cash stands at 40.3% compared to 42.6% at year end and 37.9% in last year’s second quarter. Our next debt maturity is October, 2009 followed by our five year revolver which runs through December, 2011. Overall liquidity at the end of the quarter stood at $523 million with $205 million of cash and $318 million of available committed lines of credit. During the quarter we did purchase approximately 1.2 million shares of RPM stock at an average price of $16.62. In sum, our capital structure is resilient and our overall liquidity position very solid. At this point I’ll turn the call over to Frank for some wrap up comments and look forward to your questions. Frank C. Sullivan: Just to highlight five areas that we think should be looked at extraordinary versus our ongoing operating results. Three are in our consumer area. Last year we had a $2 million gain on the sale of Bondo in the second quarter. This year we had, as I mentioned, in our opening comments a $2 million revaluation of inventory as a result of a spike at the beginning of the quarter and then a significant drop at the end. We believe unlike volatile raw material costs or where our cost are versus our standard costs that this reval is an extraordinary onetime event; that was $2 million. Then, we had $2 million of severance expense in our consumer segment in the quarter for a total of $6 million of onetime items which we would differentiate from our ongoing operating results. In our industrial segment, we had a $3 million asset impairment write off that was non operational. Then, the fifth area is really in trying to understand the corporate interest expense line which was up year-over-year by about $5 million. There are three elements there that drove that and it will be elements that we will look at in the coming quarters. The first was the volatility of interest rates. With interest rates dropping dramatically our interest income which is netted against interest expense dropped year-over-year by a couple of million dollars. We had a roll over as Kelly mentioned in our revolving credit facility in September which unfortunately hit the spike in LIBOR rates, September and October where our floating rates were roughly 6%. We are currently borrowing at an all in basis on a floating rate, borrowings less than 2%. For the balance of the fiscal year assuming that the volatility in LIBOR rates does not return, this should lead to about $5 million to $7 million of lower interest expense for the remaining six months than what we experienced for the first half of the year and that’s principally a result of the volatility in LIBOR in this three or four month period. The last factor in the interest expense net line is a $5 million negative impact in our captive insurance businesses. As you will recall, RPM has insurance typically with $1 million to $2 million deductibles. We have fully funded, fully operational captive insurance companies, one in Vermont and one in Ireland and their marketable securities portfolios had a combination of marketable security write downs or realized losses this year in excess of $5 million versus a $1 million gain from that same line a year ago. While we have suspended our guidance for a couple of reasons, the volatility in foreign exchange markets and the strength of the dollar which certainly have hurt our results this year versus prior years, volatility in raw material costs, the components of interest expense which I just mentioned, the obvious poor economic conditions and the damaged state of the capital markets and credit markets. I would like to provide some outlook for our third quarter and on a longer term basis. For the third quarter ended February 28, 2009 we expect to report a loss. That will be first and foremost as a result of the normal low seasonality of our businesses in this third quarter period of December, January and February. That combined with continuing expected declines in revenues in many of our businesses will drive deterioration versus last year’s third quarter results. We also expect to expense a significant amount of severance costs across many of our businesses in the third quarter and that number while not finalized will be far in excess of the $2 million of severance expense I mentioned in the second quarter. Then lastly, the impact of business and capital market factors previously mentioned while not something we’re factoring in, should those return those could also have a negative impact on our third quarter results. Longer term, we believe results will bottom out in our 2009 fiscal year. For our 2010 fiscal year which starts June 1, 2009 we expect to see consumer business improvement for two reasons: the principal reason is that the nature of our consumer products in terms of home maintenance repair and small project redecoration will be the first product categories that pick up when the housing market stabilize and consumers start once again spending money on their homes. The second reason is a simple comparison to the very poor results that we have experienced month-by-month and quarter-by-quarter in our consumer segment businesses starting in June of last year. We expect our industrial businesses for 2010 to be a mixed bag with some of our businesses flat to up while other businesses are expected to generate lower results throughout calendar 2009. For modeling purposes, we see as we see here today, fiscal 2010 as flat to the reduced results that we will generate in fiscal 2009. Lastly, we are seeing a number of good, small and medium sized acquisitions that would be good strategic fits for RPM. The comments I made about our longer term outlook do not include the impact of any of these. As Kelly mentioned, we have a very strong capital structure, strong liquidity and we will maintain that but, as capital markets free up, we are in a very good position to pursue more aggressively some of these acquisitions also at substantially lower valuations than what we have seen historically. That concludes my formal comments and Kelly and I look forward to answering your questions on the quarter or outlook for our results.

(Operator Instructions) Our first question comes from Analyst for Jeffrey J. Zekauskas – J. P. Morgan Securities, Inc. Analyst for Jeffrey J. Zekauskas – J. P. Morgan Securities, Inc.: Can you talk about some of the volume pressure on the industrial side whether this is maintenance related? Business I know is slow but is it related to new construction, just where the weakness came from? Frank C. Sullivan: The weakness in our industrial businesses is really in two areas, construction related products are slowing down or declining in some cases and to the extent that some of our businesses are involved in OEM, those revenues have also declined. The areas of remaining strength in our industrial segment businesses really relate to our performance coatings companies that are serving power generation and involved in more international markets. That strength is continuing as we sit here. We do not have a real strong outlook beyond the comments I made. Analyst for Jeffrey J. Zekauskas – J. P. Morgan Securities, Inc.: Secondly, on raw materials, what you said is there’s been a $2 million inventory revaluation that mainly impacted the consumer business. Now that is sort of like in the numbers, for the next two quarters would you expect the gross margins to improve if costs stay where they are currently Frank C. Sullivan: Yes, as you can see related to raw material costs improvement beginning to show up in our industrial businesses and we would expect to continue to see that improvement. By the end of the year you will also see the improvement in our consumer businesses but the extraordinary place that we found ourselves this fall with peak raw material prices hitting us at the beginning of the quarter as a result of $140 plus oil in May and June and the response to principal raw material suppliers and the challenges that we have in our consumer businesses in passing on price was then reversed at the end of the quarter by the first significant benefits of dropped raw material costs. That is what drove – probably the first time I’ve ever seen anything like it, which was a severe negative PPV versus our standards at the beginning of the quarter and raw material cost drops in certain areas so quickly that we ended up having a hit to earnings on an inventory revaluation. The good news of that is we will see in the coming quarters improvement in our raw material costs because there is a different pricing environment today than there was just three or four months ago. Analyst for Jeffrey J. Zekauskas – J. P. Morgan Securities, Inc.: When you say you expect the consumer margin to improve at year end is it at fiscal yearend or calendar year end? Frank C. Sullivan: Fiscal year end. Again, I believe that most of the reval impact is over but I’m not sure of that so to the extent it’s not, it will be fleshed out in the next couple of months. But, certainly you’re already seeing the improvement in our industrial businesses and we are seeing the improvement in terms of our actual prices in our consumer businesses as we speak. The trend answer to that is absolutely yes, across all our businesses.

Our next question comes from Saul Ludwig – Keybanc Capital Markets. Saul Ludwig – Keybanc Capital Markets: Given the precipitous drop in oil and other raw materials, what pressures are you beginning to see from your customers to lower your selling prices? And, if that’s occurring how are you going to respond and what should we expect in terms of your price changes which average 3% in the second quarter? What might we look for in the third and fourth quarter relative to pricing or is there pressure to move in the negative direction? Frank C. Sullivan: We’re pretty comfortable with our pricing in our consumer businesses relative to the huge deterioration we’ve seen in margins and the run up in prices and we’re pretty well set there. I do not expect to see deterioration in our current pricing but I think that the price increase period is over so you ought to see stability there. I can tell you while we expect to improve our margins in our industrial businesses, we are aggressively pursuing revenue. So, if there are major projects or major customer account or opportunities and there will be many of them and there will be some good opportunities particularly related to the stimulus package in terms of infrastructure and some of the sustainable building practices both of which play right in to RPM’s strengths. This is a period of time in which we will aggressively maintain share, gain share and pursue projects on a global basis. Saul Ludwig – Keybanc Capital Markets: So there we might see some price give up in contrast to consumer? Frank C. Sullivan: But not Sault to the extent that it would negatively impact our margins. Saul Ludwig – Keybanc Capital Markets: Secondly, you have this asset write down that you told us about in industrial, what was the nature of that and do you expect that with lower volume any opportunity to further reduce assets in addition to the severance costs that you talked about? Frank C. Sullivan: The answer to your first question is we had a sizeable insurance receivable associated with a claim against insurance carriers from an old claim at [Driveid] and we wrote that receivable down by $3 million. That’s a onetime hit. Could you repeat the second part of your question? Saul Ludwig – Keybanc Capital Markets: Do you see any opportunity to consolidate facilities or reduce other fixed costs that would have an upfront cost in addition to the severance which is really people reduction? Do you see any other asset write offs that could benefit you in future years by taking them now? Frank C. Sullivan: I don’t see any big restructuring. When you look at our income statement and our cost of goods sold, plan overhead and direct labor run anywhere from 6% to 8% where we’re very efficient to 12% to 15%. The big driver of cost of goods sold for us which as a percent of our total revenues ranges anywhere from 40% to 50% is raw material costs. We have been managing through a cyclical rise in raw material costs which is now ended. So, that is the biggest factor that will drive things there. The severance expense and impact that we took in the second quarter obviously is principally in SG&A although some of that will be at the plant level and we would expect that the savings of the severance expense that we complete in the next couple of months will be in the nature – these are the savings not the expense, in the nature of tens of millions of dollars principally in the SG&A line. Saul Ludwig – Keybanc Capital Markets: Do you think the severance cost in the third quarter, while you can’t quantify it, would be in the $5 to $10 million range or in the $3 to $6 million range? What plant are we talking about? I realize you can’t be as specific as the $2 million number was in the second quarter. Frank C. Sullivan: It will be substantially higher than the $2 million but to really venture a guess at this point without having everything put in place and communicated, I wouldn’t want to do. Saul Ludwig – Keybanc Capital Markets: What’s your current mix between fixed rate debt and floating rate debt? P. Kelly Tompkins: Saul fixed is about 66% and floating is about 34%. 66% and 34% roughly. Frank C. Sullivan: As I mentioned earlier Saul versus the first half of the year and particularly the second quarter, if you’re using that as a benchmark we would expect to see $5 to $7 million lower interest expense which is principally related to the lower floating rate cost that we’ll experience in the last half of the year. Saul Ludwig – Keybanc Capital Markets: The $5 to $7 million versus what? Frank C. Sullivan: Versus the first half of the year and in particular versus the spike we saw in the second quarter on a sequential basis. So, you’re looking at maybe $12 million a quarter versus the $17 million you saw. Now, the boogie in that would be if volatility returns to the LIBOR rates because that’s the basis on which our floating rates are set and/or further impacts to our captive insurance marketable securities accounts. Which, the good news is, that we saw some recovery in December but again the volatility in the equity markets and the capital markets and interest rates and foreign exchange all are such that it’s anybody’s guess. Based on what we see today, you’re looking at something more like $12 million a quarter on that line instead of $17. P. Kelly Tompkins: Saul, I just want to correct a misstatement. Our fixed at the end of November is 62% and 38% on a variable basis. I think I slurred and said 66%. My apologies. Saul Ludwig – Keybanc Capital Markets: You show on your flow of funds statement that your cash was negatively impacted by $43 million due to exchange rates. Does this mean that all of your cash is overseas? That’s a pretty big whack from the change in exchange rates, $43 million? With this maturity that you have coming up in October, how much is that and is the cash here or is the cash abroad? Frank C. Sullivan: A substantial amount of the cash, $100 million plus is in Europe. We have a substantial amount of cash in Canada, all of which is accessible under current kind of temporary laws to repatriate cash over a – I think it’s a 180 day basis. Then, there’s also cash in the US so we would have the ability to meet that maturity in cash. Saul Ludwig – Keybanc Capital Markets: $200 million? Frank C. Sullivan: It’s over $200 million. P. Kelly Tompkins: The maturity Saul, the October ’09 maturity is $163 million. Frank C. Sullivan: What we’ve been doing is actually – I think our cash flow has been stronger on a net basis and you see we’ve actually been able to buy back some of those bonds this year at a discount so to the extent that those bonds are available to purchase in the market at something less than par, we’ll continue to do that. Saul Ludwig – Keybanc Capital Markets: So that helped your earnings a little bit? Frank C. Sullivan: Less than $1 million and that was part of the whole interest expense net, that $12 to $17 million interest expense net line.

Our next question comes from Edward H. Yang – Oppenheimer. Edward H. Yang – Oppenheimer: Going back to the consumer segment, I was a bit surprised by the drop there. You did mention some of the onetime items but I think even excluding those items you said that operating income was down by about a third and it seems like most of it was margin related. It hasn’t exactly been copasetic on the consumer side for a while so to see a big drop like that, what’s going on there? You’ve also had some significant new product introduction. Is it on the customer side, on the competitor side? I’d just like some additional clarification. Frank C. Sullivan: Market share we’ve held, in fact we picked up some market share in some of our businesses in the automotive channel and a few other places. The fact of the matter is and this is a pretty scary economic statement, that retail is dead. Traffic in major accounts is down dramatically. When you think about the fact that relatively historically recession resistant $2.50 can spray paint or $2 tubes of caulk, weatherization products aren’t moving, it makes me scratch my head and begin to realize what’s happening in consumer electronics or kitchen cabinets or much more high ticket items. But, it’s really at a function of consumer traffic and retail takeaway across the entire channel, big boxes, discount, hardware stores, it was bad in October and it was worse in November. The good news and the bad news about December is the deterioration has stopped, the pickup has yet to be seen. That’s the best answer I can tell you. There is no market share loss, in fact we picked up some market share in the automotive retail chains and it’s just shocking retail takeaway which is if you go in to some of our big accounts you could throw bowling balls down the alleys and not hit anybody. Edward H. Yang – Oppenheimer: The drop in the margin Frank, is that all just fixed cost leverage then? Frank C. Sullivan: That is fixed cost leverage and the fact that because of the flow through of dramatic increases in the spring and early summer of last year of oil prices and its impact on our major raw material suppliers really hit us at the end of the first quarter and in to the second quarter. Our raw material costs particularly in our consumer businesses where people know that our pricing leverage is less than our industrial businesses peaked in September of this year. That was flowing through our business units in October and we actually stopped buying a number of raw materials and then when we resumed buying a number of raw materials in our consumer businesses in November. The long term story is at many instances dramatically lower prices. What we ended up with is something I’ve never seen before which is an extraordinarily high negative PPV versus our standard cost at the beginning of the quarter. Then, an inventory revaluation hit because of the rapid decline in raw material costs at the end of the quarter. So, the gross margins for the consumer segment are not – and that’s about $2 million in consumer but I think the gross margins in consumer segments are understated because of that in this quarter and in any event will be improving in subsequent quarters. Edward H. Yang – Oppenheimer: Just your guidance for a third quarter expected loss, I still have a hard time backing in to a loss for the third quarter particularly if your interest expense is going to decline sequentially from $17.5 million to let’s call it around $12 million or so. Do you think you would be profitable in the third quarter without the severance? I understand you’re not giving us the size but basically is that it? Frank C. Sullivan: I can’t answer that but we will see. Our third quarter is a seasonally low period and in fact your comment about fixed overhead cost whether they’re manufacturing costs or SG&A expenses, revenue is always low and so our third quarter historically has generated a $5 million, $6 million, $10 million of after tax earnings and it doesn’t take a lot of deterioration in revenues at some of our high margin businesses just in terms of the underlying business to eat up those results. So, without the severance maybe, and this is just a maybe, maybe our results are breakeven and then the other two factors will be any crazy stuff at the interest expense line which we don’t see but, we didn’t see it in the second quarter until it happened, it’s capital market related and/or the size of the severance hit which will be substantially greater than the $2 million. I don’t have a fixed number on it yet but I can tell you we will see tens of millions of dollars of savings in terms of the actions we’re taking so it’s going to be a factor of four or five or six or eight and again I don’t know it’s going to be four times bigger or eight times bigger severance cost but it’s going to be sizeable. Edward H. Yang – Oppenheimer: My final questions on the new cap ex guidance of around $50 million, in the past your cap ex had been pretty stable as a percentage of revenue around 2% or so. I think at $50 million it would be significantly below the 2% cap ex as a percentage of revenue. Is that a number that you could sustain for a while, is that the new norm? P. Kelly Tompkins: Yes, I think that’s a fair assessment. I think we will be generally trailing depreciation expense for at least the next couple of years. We felt that we’ve had good investment in growth related capacity that will handily carry us through what we think the next couple of years business conditions would indicate.

Our next question comes from Rosemarie Morbelli – Ingalls & Synder. Rosemarie Morbelli – Ingalls & Synder: You talked Frank about the steps you are taking currently resulting in tens of millions of savings, are we talking $20 million, are we talking $70 million, I mean that would be between $10 million and $90 million, could you give us a better feel? Could you narrow it down to more or less what you expect the savings to be? Frank C. Sullivan: I cannot Rosemarie because as I mentioned earlier, we have not pinned down exactly where all those are coming from and so I don’t have a detailed feel that would make me comfortable in addressing that. We’ll report that when we report our third quarter results in early April, if not before. The main purpose of that though is it will be a factor, and a significant factor, in our statement related to the outlook in the third quarter that will be a loss. Rosemarie Morbelli – Ingalls & Synder: Which will be considered as a onetime item anyway? Frank C. Sullivan: That’s correct. Rosemarie Morbelli – Ingalls & Synder: Then going to the steps you are taking, I mean you’ll have $2 million of severance expense alright, as Saul pointed out those are people out of existing facilities, are you going to end the year with a smaller number of facilities? It sound as if you said no, so where are the other cuts coming from? Are you taking capacity out and if you’re not eliminating facilities how are you going about doing that and becoming more efficient? Frank C. Sullivan: I think the costs are coming out of expense reductions in a number of categories which when you look at our SG&A of roughly 30% there’s a number of areas where we can eliminate expense or cut out certain expenditures that in appropriate markets can be reinstated and it will come from appropriately right sizing certain businesses in terms of their P&L and expense base relative to their lower revenue base. As it relates to facilities we are not capital intensive. We actually from a revenue perspective in our industrial business when you look compared to last year we had an industrial segment sales growth of almost 15% driving an industrial segment EBIT growth of 15%. If you back out the $3 million asset impairment which is onetime we’ve had marginally basically flat results both on the sales and EBIT line. So, the combination of the fact that we are not capital intensive, unlike chemical companies who are very capital intensive and need to take capacity out or more commodity businesses, that’s not a big driver for us. Secondly, we see a number of our industrial businesses, unfortunately, not as many as we’d like still growing and we also anticipate in a number of our businesses some good opportunities if this stimulus package is targeted in the areas that we hope it is that plays in to our strength whether it’s coatings structure, whether it’s building materials and on a more global basis in to power generation and a few other places. That’s a long winded answer to your question but again, we don’t see any significant restructuring. We’re just addressing our expense basis and adjusting the expense portion of the P&Ls of the businesses that have seen revenue hits. Rosemarie Morbelli – Ingalls & Synder: Could you go through the same exercise for the consumer business because given the drop in income there is there more room to adjust more than SG&A for that particular business? Frank C. Sullivan: Yes, there is. Rosemarie Morbelli – Ingalls & Synder: But you’re not ready to talk about it? Frank C. Sullivan: No, we’re not. Rosemarie Morbelli – Ingalls & Synder: I guess you are planning at this particular new low price in buying more shares during the third quarter? Frank C. Sullivan: We have not, as you noted, we acquired shares obviously at the beginning of the quarter at an average price of $16 and change. But, we like many other companies I suppose in one sense are part of the problem. We have record levels of liquidity, aside from the cash which we addressed in Saul Ludwig’s question, we have $300 million plus of long term committed unused credit and we’ve got very strong cash flow which through six months is equal to record cash flow of last year. We’ve got a strong capital structure, we’ve got strong cash flow, we’ve got a very big dividend yield and a dividend which is safe and that includes some pretty aggressive modeling of what ifs if things deteriorate further. So, we like that position. We believe our investors like that position and for the time being we have suspended our share repurchase plan even at these very attractive prices. We continue to pursue some good and interesting acquisition discussions but again whether it’s a return to share repurchases or some acquisition announcements, those will come in conjunction with a freeing up of the capital markets which will lend us some confidence that we can expand our existing liquidity and term out at reasonable rates some longer term debt associated with those things. So, for the time being, we like the position we’re in capital structure, liquidity and cash flow wise and we do not intend to deteriorate that. Rosemarie Morbelli – Ingalls & Synder: If you could specify, give us a little more feel in terms of the level of business? You said that October was down when usually companies were not really concerned about October and then November fell off a cliff and December continues to be as bad as November. If I understood what you said properly, is that actually you did not see a continuing slowdown in December? Did I understand that properly and why would that be the case just for RPM when everybody else is seeing continuing drop of business levels in December versus November? Frank C. Sullivan: All I can do is reiterate what you did quite well. October was a bad month for us and November was terrible and those are in our results. The good news and bad news about December, the bad news is that the lower level of business activity that we experienced in November is consistent in December. The only good news is that the deterioration that we’ve seen from September to October to November seems to have halted. We’re so seasonally low Rosemarie that the December, January, February results are not really indicative of us and the whole market. I think the more telling results will be the results that we see in our fourth quarter which historically is a very strong period for RPM businesses and product lines. Rosemarie Morbelli – Ingalls & Synder: If I may ask one last question, regarding the third quarter you are expecting less [inaudible] breakeven after we take out severance and whatever other onetime charges you will have. Is that solely because of lower revenues because I thought I understood you to say that the gross margin was going to improve sequentially based on the lower cost of raw materials? Frank C. Sullivan: As you know Rosemarie, we have suspended guidance, that doesn’t mean that we’re not going to talk about our outlook or what we see down the road. But, all I can tell you again, as a result of the seasonal low period of our third quarter, expectations that the revenue declines that we’ve been seeing in most of our businesses are continuing and the severance cost, we’ll operate at a loss in the third quarter.

Our next question comes from Greg Halter – Great Lake Reviews. Greg Halter – Great Lake Reviews: I wondered if you could expand on the receivable side of things. I know you made a comment about the quality and so forth but just if you could elaborate a little more on what you’re doing to make sure that the accounts continue to be paid on a timely basis? Frank C. Sullivan: So far we have not seen deterioration in that at any of our businesses. We expect some deterioration in a number of our industrial businesses. Our consumer businesses tend to deal with larger better capitalized accounts. I think in prior recessions weaker retailers were kind of weeded out. But, on the industrial side we certainly anticipate and are preparing for some slowdown or perhaps some higher write offs as it relates to smaller contractors or distributors that may be distressed during this economic slowdown. But, it has not been a significant factor year-to-date at this point in time. Greg Halter – Great Lake Reviews: And that’s not yet I presume being reflected in your allowance at $20.5 million which is down from the prior year? Frank C. Sullivan: Yes, I’d have to give you the reasons that it is down for the prior year but our normal allowance for doubtful accounts are being handled the same way they always have or in a number of our businesses increased. One of the principal reasons that it’s down is just that accounts receivable is down in terms of raw dollars so on a relationship basis that hasn’t changed. Greg Halter – Great Lake Reviews: On your international business, what is that as a percentage of the total currently? And, how is that business generally doing and I know it’s mostly industrial? Frank C. Sullivan: Probably 25% of our sales is generated outside the United States. We’re seeing weakness in Europe, we’re seeing weakness pretty much globally. It’s different product lines that are holding up for us. We’ve got some Tremco related product lines in the European market place where codes are different that are related to a tighter building envelope and this notion of sustainable building and those product lines are doing well both on a public renovation and building basis. Again, mostly renovation but some new construction to the extent that it’s being driven by green building or whatever you want to call it. We’re anxious to be a player and are actively being a player in bringing some of those better building envelope and insulating qualities to building codes and also to perhaps tax incentives here in the United States. So those are places that are holding up have a unique story around them. We’re still doing good stuff in our corrosion control coatings and are FRP grating in to oil and gas and power generation. In some cases there are big declines in spends. In other cases, in the power generation area they are major accounts that see this decline as a blip and are spending in to a long term multi decade trend that they believe is going to ultimately result in increasing energy prices down the road. But, the places where we are strong are either places where we’re picking up market share or places where globally we’re playing either in green building or sustainable building practices and projects or more in to areas of power generation. Greg Halter – Great Lake Reviews: You made the comment about the cash, $100 million plus in Europe and the substantial amount in Canada and so forth but that you could bring it back to the US without a tax implication over the next, I think you said, 180 days or something like that. Is there any impetus to do that just so that window doesn’t close at some point? Frank C. Sullivan: No, not really. The two things that we’ve done over the last year is, is that $100 million plus cash in Europe was harder for us to get out in the past because it was dispersed in a number of accounts across our businesses. With the help of a major bank we have now created a cash pooling system that allows us to concentrate that cash much like we have here in the US. But, given our excess credit capacity and cash that we also have in Canada, I think we’re comfortable leaving it where it is for the time being. We could bring it back. The Treasury Department has suspended the tax impact if you temporarily bring overseas capital back to the US and I think you have to rotate it on a 180 day basis so it’s available for that. Quite candidly we’re looking at a number of acquisition opportunities and that’s readily accessible cash that does not have a call on it in the US whereas you know our cash is utilized to pay our dividend, to pay asbestos costs and other costs. So, we’re anxious to put that to use with some deals that we hope might close because they would be nice deals at decent values and while it would eat up our cash it would not add to our debt levels whatsoever. That’s our current thinking as it relates to capital allocation generally and the cash that we now have in Europe. Greg Halter – Great Lake Reviews: Two more quick ones for you, on the fixed versus floating side what are your thoughts there in terms of fixing rates or can you fix your rates now at maybe or maybe not better lower rates? Frank C. Sullivan: The answer to that is historically we’ve looked at trying to manage our capital structure from a debt perspective at 50/50 between fixed and floating. As Kelly mentioned we’re about 62% fixed which is a good place to be and 38% floating. The ability for BBB investment grade companies to enter the capital markets on a fixed rate basis is very poor. So, unless you’re a AAA rated government backed entity, access to low fixed rate capital does not exist. When access to lower fixed rate capital exists, and I say lower, interestingly enough in January of 2008 we issued $250 million of bonds at roughly 6.5% fixed rate for 10 years. Those are very attractive levels that are not available to us or to anybody who looks like us. In fact, I think GE last week crowed about issuing GE Capital 10 year fixed rate debt at 7% and they are AAA rated. Greg Halter – Great Lake Reviews: One last one, relative to the $16.4 million in asbestos costs, can you break that down between the settlement and the defense costs? P. Kelly Tompkins: Greg it was roughly a little over $10.3 million on settlement costs and $6.1 for defense. Greg Halter – Great Lake Reviews: Alright, it sounds like those numbers are coming down nicely here. P. Kelly Tompkins: That’s the goal. Frank C. Sullivan: That’s the trend, yes.

Our next question comes from Saul Ludwig – Keybanc Capital Markets. Saul Ludwig – Keybanc Capital Markets: I just needed one clarification on this impact from the captive insurance company and its effect on interest. In other words, your interest jumped up a lot, part was due to the LIBOR, you hit that at the wrong point but, what exactly was the implications of the captive insurance company on the interest expense line or did it show up somewhere else? Frank C. Sullivan: No, it’s in the interest expense net line Saul and year-over-year it’s about a $5 million negative swing. We had probably $1 million or so of income last year, gain on sale and again, that’s just ordinary course of business of the investment managers that manage those funds. This year we had a combination of realized losses and also unrealized write downs of approximately $3 million. Saul Ludwig – Keybanc Capital Markets: So if you didn’t have that in there that interest expense number instead of being $17 million would have been $12 or would have been $13? Frank C. Sullivan: That’s correct, it would have been $12 or $13 and if you look at the next couple of quarters we would expect $12 or $13. Saul Ludwig – Keybanc Capital Markets: Why wouldn’t it even be less because LIBOR is no .5%? Frank C. Sullivan: It could be less but in there was not quite a million gain on the purchase of the bonds and a couple of other nit-nat-paddy-whack. I think the number that you want to look at going forward on a quarter-by-quarter basis is about $12 million. It could be slightly less. A further deterioration of any magnitude in the equity markets will also result perhaps in additional captive insurance company marketable security write downs. Again, that’s a capital market factor that is out of our hands. It is non-operational but that was a big swing year-over-year this year.

There are no further questions at this time. I’d like to turn the call over to Mr. Frank Sullivan for closing remarks. Frank C. Sullivan: Thank you very much for your participation in our second quarter conference call. When adjusted for a number of these onetime items we’re actually pleased by the fact that our industrial segment results were generally flat year-over-year to what was an all time record industrial performance in the second quarter of last year. While we remain disappointed in the results of our consumer businesses, we are like everybody, not able to buck the trend of dramatic drop in consumer spending and retail takeaway although we are hopefully that will bottom out this spring and that our fiscal year which begins June 1, 2009 will actually be a good year for our consumer businesses in terms of a return to sales and earnings growth. We look forward to providing you with the details of our third quarter results as well as the details of our expense reduction programs which will be completed in the next couple of months when we report results of our third quarter in early April of 2009. We greatly appreciate your interest in RPM. As importantly, we appreciate the tremendous persistent, hard work and results of RPM employees worldwide and we look forward to improving results as we get further in to calendar 2009. Thank you and happy New Year to all.

Thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect. Have a good day.