MR. TOM SULLIVAN:  Welcome to the RPM Shareholders Meeting.  My thanks to Frank Sullivan, Diana Riley, Kathie Rogers, Jim Roop, Janet Corrigan, Vickie Sable, all who put a lot of work in during the past week for this and the management meetings that are going on at the same time.  I am quite thrilled that there are about 50 -- actually there are about 65 Sullivans and Karmans looking right at me now, so I'm a little nervous as well as thrilled.  They've come here from Wisconsin, Washington D.C., North Carolina, New York City, Boston, Florida, and Texas, and we welcome all of you. I can't be happier that you're here.  Thank you so much.         

(Applause.)

MR. TOM SULLIVAN:  I'll now call the meeting to order.  William Papenbrock, assistant secretary, will keep the minutes for the meeting.  We'll receive a report from Jim Karman. 

MR. KARMAN:  Mr. Chairman, I have an affidavit from Innisfree M&A Incorporated, to the effect that notice of this meeting was duly sent on August 29 to all shareholders of records at the close of business August 16th, 2002, and that this annual meeting has been duly called in accordance with the order of the Board of Directors.

MR. TOM SULLIVAN:  As in the past there will be three parts to this meeting.  The first is the formal part, which we'll go through rather rapidly. The second, we have some informal comments from management.  And the third, perhaps the most important part, is answering questions that you might have. 

In the package that you received you should receive also an index card and a pencil.  If you can write your questions on that, during the movie we'll pick up those cards and Jim will tabulate the questions and we'll try to answer them for you.  I do not do this to try to control any questioning; rather, we do it because the vast majority of people are somewhat intimidated to get up in a crowd of this size and ask questions.  If you have a question and it's not answered, please feel free to get up and ask that question when we're through.

Kelly Tompkins and Arthur Hall are the inspectors of elections, and they've tabulated the proxies and they furnished the report to Jim Karman.

MR. KARMAN:  Mr. Chairman, as of the close of business on August 16th, 2002, there were outstanding and entitled to vote 114,829,899 common shares; that 57,414,950 shares constitute a quorum; that at least 103,089,040 shares, approximately 90 percent of the outstanding shares, are represented at the meeting according to the latest tabulation.  And accordingly a quorum is present at this meeting.  Any shareholder present at the meeting who did not submit a proxy, or did so and wishes to revoke it and vote in person, shall see either Mr. Tompkins or Mr. Hall, and we'll provide any such shareholder ballots for voting.

MR. TOM SULLIVAN:  The formal portion of the meeting is now open for transactions of business that might be brought before it.  The first order of business will be the reading of the minutes of the annual meeting of shareholders held on October 12th, 2001, unless a motion is passed that the reading of the minutes be dispensed with and they be approved as written.  A copy of the minutes is available for any shareholder afterwards if you would want to review them. 

(Motion made and seconded.)

MR. TOM SULLIVAN:  This calls for a voice vote.  All those in favor, indicate by saying aye. 

(Shareholders voted aye.)

MR. TOM SULLIVAN:  Those opposed?  Ayes have it. The next order of business will be elections of four directors who will comprise the membership of Class III of the board of directors.  The term of office for each director in Class III will expire at the annual meeting of shareholders held in 2005. 

(Motion made and seconded.)

MR. TOM SULLIVAN:  There's been a motion and second that the following individuals become a member of board of directors of Class III, Max D. Amstutz, E. Bradley Jones, Albert B. Ratner, Dr. Jerry Sue Thornton.  It has been seconded.  If there are no further nominations I will now entertain a motion that the nominations be closed. 

(Motion made and seconded.)

MR. TOM SULLIVAN:  This also, the closing of the nominations, also calls for a voice vote.  All those in favor please indicate by saying aye.

(Shareholders voted aye.)

MR. TOM SULLIVAN:  Those opposed? Ayes have it.

MR. KARMAN:  Mr. Chairman, the inspectors of election have informed me that the tabulation of the votes received to date by proxy indicate that at least 97,771,044 shares, representing approximately 95 percent of the shares voting, have voted for the election of each of the nominees as directors. Final results of the tabulation of votes will be available at the end of the meeting to any shareholder who requests the actual final vote total.

MR. TOM SULLIVAN:  This confirms the election of four board of directors nominees to serve as the directors of Class III of the board of directors of the company for a term of three years which expires at the annual meeting of the shareholders in the year 2005.  At the conclusion of the formal part of this meeting I will be introducing the directors to you. 

The next order of business will be the approval of the reincorporation of the company as a Delaware corporation, which will be effected by the merging of a subsidiary of RPM International into RPM, Inc.  Following the effectiveness of the merger, the shareholders of RPM, Inc. will be shareholders of RPM International. 

Let me explain the purpose of this. It is to reincorporate in Delaware, to align more from a legal standpoint, our business units that we've reorganized in the last couple years into the industrial and consumer divisions to give us more flexibility with those units and also to take advantage of Delaware's more modern court system, particularly as it pertains to business law. It does not in any way affect ownership, RPM's capital structure or our management, and we will continue to be domiciled in the State of Ohio.  Current stock certificates are just as valid as they were yesterday, today, and going forward.  I will now entertain a motion.

MR. TOM SULLIVAN:  The motion has been made to reincorporate the company from Ohio to Delaware pursuant to a merger agreement described in the proxy statement and should be approved and adopted.  Is there a second?

(Motion made and seconded.)

MR. KARMAN:  Mr. Chairman, the inspector of elections informed me in the tabulation of the votes received today by proxy indicate that at least 85,112,380 shares, which represent approximately 94 percent of the shares voting, 74 percent of the total outstanding shares have voted for the approval of the reincorporation of the company as a Delaware corporation. Final results of the tabulation of votes will be available at the end of the meeting to any shareholder who requests the actual final vote total.

MR. TOM SULLIVAN:  This confirms the approval of the reincorporation as a Delaware corporation.  Following the effectiveness of the merger in the reincorporation the company will be known as RPM International, Inc. and again we will all be shareholders of that company.

The next order of business will be the approval of the proposed increase of authorized shares of common stock of RPM International from 200 million to 300 million and to add the class of serial preferred stock in the amount of 50 million shares.  This is to give us flexibility in the capital structure as we move forward for acquisitions in the future.  There are none right now contemplated to use any of these shares at this point in time. I will now entertain the motion. 

(Motion made.)

MR. TOM SULLIVAN:  There is a motion to vote for the proposal of the increase of the authorized shares of common stock from 200 million to 300 million and to add a class of serial preferred stock in the amount of 50 million shares.  Is there a second?

(Motion seconded.)

MR. KARMAN:  Mr. Chairman, inspectors of election informed me that the tabulation of the votes received to date by proxy indicate at least 71,002,078 shares which represent approximately 79 percent of the shares voting and 62 percent of the total outstanding shares have voted for the approval of the proposal to increase the authorized shares of common stock from 200 million to 300 million and to add a class of serial preferred stock of 50 million shares of RPM International.   Again, the final results of the tabulation of votes will be available at the end of the meeting to any shareholder who requests the actual final vote total.

MR. TOM SULLIVAN:  This confirms the approval of the proposal to increase the authorized shares of common stock of RPM International to 200 million to 300 million and to add a class serial preferred stock in the amount of 50 million shares. The next order of business will be the approval of the 2002 Performance Accelerated Restricted Stock Plan.

Before we have the motion I'd like to make one comment on that.  Other than the restricted stock plan that replaced our Cash Supplement Pension Program for our retirement, this is the first time we have had a restricted stock plan as an incentive to hold our good management and certainly as an incentive for them to move forward is very growth oriented for RPM, and I'm happy that the shareholders have responded so favorably on this.  On this point I will entertain the motion. 

(Motion made.)

MR. TOM SULLIVAN:  There is a motion that the 2002 Accelerated Restricted Stock Plan be approved and adopted.  Is there a second? 

(Motion seconded.)

MR. KARMAN:  Mr. Chairman, the tabulation of the votes received to date by proxy indicate that at least 92,107,859 shares, which represent approximately 89 percent of the shares voted, have been voted for the approval of the 2002 Performance Accelerated Restricted Stock Plan.  Final results of the tabulation of votes will be available at the end of the meeting to any shareholder who requests the actual final vote total.

MR. TOM SULLIVAN:  This confirms the approval of the 2002 Performance Accelerated Stock Plan and essentially ends probably the longest formal part of our meeting that I can remember in the last 30 years. 

I would like to point out that there are representatives from Ciulla, Smith & Dale here should you have any questions of our external auditors after the meeting. 

I'd also like to say, I should have started this, in thanking the Cleveland Police Pipe and Drum Corps for such an outstanding start to this meeting.  You're going to be in for a real treat at the end of the meeting because they're going to come back. 

Before I introduce to you our current directors, I'd like to recognize the former directors that are in attendance today starting with the earliest of them, and first with Mr. Bob Fleming, who was a director of Republic Powdered Metals and RPM from 1963 to 1976.  Bob, stand up please. 

(Applause.)

MR. TOM SULLIVAN:  Mr. Julius Nemeth, also a director from 1963 to 1988.  Julius.

(Applause.)

MR. TOM SULLIVAN:  There's a third person, although not a director, in the room that with Bob and Julius has really taught me the ropes of the business a long, long time ago, Don Holder is here too.  Don, will you please stand up.  Don started back in the late '70s.

(Applause.)

MR. TOM SULLIVAN:  And we have today with us certainly the longest living RPM shareholder.  She was my father's secretary back in the mid '40s. When he founded Republic Powdered Metals in 1947, she took I'm sure all the money she had in her savings account and bought 20 shares.  That was a happy day for Elmira.  Elmira Holder is here also, Don's wife.  Elmira.  

(Applause.)

MR. TOM SULLIVAN:  There are a couple of ladies here that represents their husbands who in the past served on the board too.  Connie Pavis, is Connie here? Shirley Holmes, we're going to see them for dinner tonight. And Corey DeKatz.

And then finally I'd like to recognize a wonderful lady who today is retiring from RPM's board of directors and has been a director since 1992; it's been a wonderful 11 years for Lorrie Gustin.  Lorrie, please stand up while I'm talking a little bit here.  Lorrie had more to do with Jim Karman and my involvement in the National Association of Investment Clubs than anybody.  We met her for the first time in Milwaukee – my sister Sue, who is here, will remember this, I'm sure – at our first annual meeting of the National Association of Investment Clubs, and Lorrie was president back then.  Jim and I were brand new.  We were there.  She came over, told us what to do, and in the process she looked at this young company doing about $34 million in sales and she said, you know what?  This is the type of company individual investors like to hook onto.              And we did everything she told us to do.  And the meeting was over, the convention was over at noon on Saturday.

I went out to dinner with Sue and Jack Jacobus and they took me back to the Pfister Hotel at about 10:00 at night. I got out and I walked into the lobby, and there was Lorrie with a couple of bottles of liquid in each hand, came over and gave me a great big hug, she said

Tom, come on up to our suite, we've got all the officers and I want you and Jim to meet them.  We did. But Lorrie, just one other thing that she likes to tell a story on is we were in the elevator, she said, you know, you guys really did good job. She said, Tom, give me your card.  I want to write your boss, tell him how effective you guys were. 

Lorrie, thank you, thank you, thank you for a great 11 years. 

(Applause.)

MR. TOM SULLIVAN:  Now, the RPM board of directors, starting with those that were elected today, and please hold your applause.  I'm going to ask all of you directors to stand, remain standing until the last one is announced.  First starting with Max Amstutz, Max has been a director since 1995.  He is currently the chairman, Societe Generale de

Surveillance Holding of Geneva, Switzerland.  It is a world leader in testing and certification.  He was the managing director of Holderbank, which is one of the largest cement companies in the world, also of Zurich, Switzerland. Max serves on the company's audit committee.

Brad Jones, who has been a director since 1990, is the retired chairman and chief executive officer of LTV Steel.  Brad is on the board's audit committee and executive committee.

Albert Ratner, director since 1996, he is co-chair of the board of Forest City Enterprises.  Albert is on compensation committee and the executive committee. 

Dr. Jerry Sue Thornton, Jerry Sue is the president of Cuyahoga Community College.  She's been a director since 1999 and she serves on the board's compensation and executive committee. 

Now the rest of the directors, again with the independent directors: 

Ed Brandon, director since 1989, retired chairman National City Corp. Ed is the chairman of the compensation committee and also serves on the board's executive committee. 

Bill Papenbrock, director since 1972, he is a past partner of the law firm Calfee, Halter & Griswold and was vice chairman of their executive committee.  Bill is the assistant to the board and serves as assistant secretary on each of the committees. 

Don Miller, has been a director since 1972.  He is the chairman of Axiom International Investor Company, which is an international equity asset management firm.  Don is the chairman of our audit committee. 

Mr. Joe Viviano, has been a director since 2001.  He is the retired vice chairman and chief operating officer for Hershey Foods.  Joe will chair the new nominating and corporate governance committee that you will hear about in a few moments. 

Insofar as the inside directors, Jim Karman has been a director since 1963.  Jim was president of RPM for 25 years and is now vice chairman and retiring in that position today. 

Frank Sullivan, who has been a director since 1995. You're going to hear a little bit more about him and from him a little later on. 

And finally, Yours truly, I have been the chairman of the board since 1971 and a director since 1963.  Ladies and gentlemen, thank you very much. 

(Applause.)

MR. TOM SULLIVAN:  We have a brand new director today.  I'm sorry, Bruce.  Bruce Carbonari.  Bruce, please stand up.  Bruce was added to the RPM board today, and he will be in Class II, which will be up for reelection by shareholders at our annual meeting in 2003.  He is president and CEO of the Fortune Brands Home and Hardware Division.  It's a $2.5 billion division in consumer goods and it's a division of Fortune Brands, which is a $5 billion New York Stock Exchange company.  And, Bruce, I'm tickled to have you here. Thank you.

Before we get into comments that we have, I'd like at this time to show you a 10-minute film on RPM. 

(Video.)

MR. TOM SULLIVAN:  In my haste to get through the formal part of the meeting I missed two very important past directors at RPM, Kevin O'Donnell, who is here, who served on RPM's board from 1979 to 2000.  Kevin, please stand up. And also Jay Morris, who served on RPM's board from 1981 to 1991.  Jay is back there. 

(Applause.)

MR. TOM SULLIVAN:  Jay, at our management meeting Wednesday evening, received the RPM spirit award for his work in developing the RPM planning program.  And, again, Jay and Kevin, my apologies.  We'll make up for it tonight.

Since this will be Jim Karman’s and my last meeting as executive officers, I thought we'd like to share some thoughts with you.  We're going to be having dinner with management, members of the Sullivan and Karman family this evening, so my comments this afternoon are going to be on the business side and not personal.

I hope that you have had an opportunity of reviewing the RPM annual report.  The front cover that you're looking at right now depicts some outstanding products, both in the consumer and industrial area that have joined RPM principally in the last 20 years.  It speaks of the exceptional people of RPM and it introduces you to the RPM management team that I'm convinced is going to take this company to new and greater accomplishments.

At the same time we finished the past fiscal year with record earnings. For the first time after tax earnings exceeded $100 million and cash flow was also at record levels at approximately $195 million.  This really, I think, vindicates the decision that we made three years ago of going through a very costly and disruptive restructuring program and reorganizing program that is reflected in that income chart you see there.  I think that those programs not only have benefited the '02 year, but also will continue to benefit RPM and its shareholders in the years ahead.

Finally, the letter itself reflects the accomplishments of the past 30 years with Jim Karman and I at the top spots, and of course it also reflects the efforts and dedication of literally thousands of individuals that have been part of RPM both in the past and the present.

After 40 years at RPM I can look back at the '60s and with a great gratitude realize that I worked with the greatest salesman I've ever known in my life.  That was my father, the late Frank Sullivan.  Prior to that, in the 1950s, I met an individual who became a close friend, Jim Karman, at Miami University. And I even take credit, all you Karman people, for introducing Jim to Carol Hoehn.  And for the past 40 years Jim and I have had fun working side by side.  In the past two years we've worked together in a very supporting role in preparation for Frank, my oldest son, to become CEO of RPM.  I'll have some comments on Frank in a few minutes, but I just want to say Jim and I leave after 40 years as good close friends. It just doesn't get any better than that.  At this time I'd like to call on Jim to make a few comments. 

(Applause.)

MR. KARMAN:  Thank you, Tom.  It is really a pleasure to be here today and see so many people, especially some old friends who we haven't seen for a while.  We've had some wonderful dinners and events this week.  It's been a tremendous amount of fun.  And as Tom and I saw, it gives us such pleasure to be associated with such a firm and so many people and enjoy so much to do so well over a full career. 

In fact, Carol and I were having dinner last night and she said, doesn't it really make you feel good going to work every day, enjoying it, the people you're with, the people you meet.  And it kind of dawns on me that this is the day that you should be thinking about that.  How important it is.  This week all the events have been great, even the little diner I eat breakfast at every morning bought me and Carol a free breakfast the other day.  So the benefits are definitely there.  And even more important, not exciting, but Carol and I were in Severance Hall Thursday sitting up there in the dress circle where our seats are, and enjoying the fine concert of Franz Welser-Most conducting the Cleveland Orchestra playing Beethoven's Sixth Symphony, and I thought that was wonderful.  And here I am today center stage at Severance Hall. It's taken 65 years and being a trustee of the Orchestra, but I'll tell you, it's great to be up here.  It's really a great view from the prow, as they say.

It's a pleasure to be with so many shareholders, friends, family, associates, everybody that's here, and to celebrate a retirement and a career of two people who have been around so long and enjoyed it so much and had so many wonderful memories.

One thing you realize when you look in a plan toward retirement, there really is no playbook.  There's no way to understand it.  You do it day by day, event by event, critique what you have done and try to get it done right, but if you spent as much time on it as Tom and I have and if you do the things we've done to try to put this corporation in exactly fine shape before we retire, that means going through a restructuring, you leave no problems to our successor management, think out things, put people in positions to try out, I think you end up with a very natural sequence.  Retirement seems very natural, then it really serves as a springboard toward going forward for a  new team and not really a look backward. It's really hard to believe when I retire January 1, 2003, will be exactly 40 years to the day I walked in the building, January 1, 1963, 40 years to the day. And you kind of feel like Rip Van Winkle.  People ask me, I'm surprised people even read Rip Van Winkle anymore, it's so old, but you do the day that time really flew by. Definitely haven't been sleeping. There's been a lot of activity going on during that time. 

Looking back, Tom is going to review some of our accomplishments. They're there.  They're well documented. The fact is, as you know, we even got to write our own book on our management, which is about as good as it gets.  So you'll get that.  Today you'll see how we feel we've gone through that period of time.  But next to the record there are so many things that we're proud about during our career at RPM. 

Some of us had the opportunity a few weeks ago, to hear Rudy Giuliani speak. Whether you thought he was a hero before 9/11 or not, you know he is now. His comments revolved around what he thought leadership in a person or corporation should be.  He started out with character.  Character means what you are and what you aren't and what you do and what you won't do and that shouldn't change.  That should stay the same all the time.  Then you should mix it with optimism, which is in short supply, I think, in many companies, many organizations.  Then I add my other two enthusiasm, and ability.  If you add those together, I think you're bound to be successful.  And I can proudly say RPM has that from the top all the way through 8,000 employees.  We have all those.  We'll be fine.

I was also reminded of a favorite book of mine, and my family is going to laugh at this because I've had it since I was in college.  I bought it after seeing the movie Executive Suite.  That book is about management success in a corporation.  In that debate of the management succession, one of the candidates is asked whether or not he would like to have the dividend record of the corporation engraved on his tombstone.  The record is obviously, or it should be, no. 

However, a successful dividend program, successful corporation, success in earnings does do something very important.  It allows the management team of a corporation to go out and do good things and productive things in the greater community.  Tom and I and the rest of our management team have done a good job of taking that springboard, the success of RPM, into the community and doing a good job there. 

I'm also very proud of the companies who have joined RPM.  I'm very proud of our quality products, proud of our reputation of our company, and very, very proud of our management team.  It is without a doubt the best in this industry, and I would stack it up against the best in any industry. 

You guys, I want to say one thing, we try to do the right thing. We try to be ahead of what's required in the corporate governance before it's needed.  We try to do it before it's mandated.  And I would like to say today that Tom and I are still way ahead of the curve this morning.  I picked up USA Today and it said, many younger managers are worried because the old timers aren't retiring. You owe us one.  We are retiring on schedule and regardless of being 65, my grandchildren will appreciate this, we are modern.  So we're ahead of all this.

I think to illustrate how comfortable we feel with what we've done to put this company in good shape for a transition, put a management team in place, Carol and I had dinner with Tom and Sandy about a week ago at their home. We had a really nice dinner, four people enjoying themselves.  And during that evening not once did transition or management or that topic come up.  Tom and I are pretty practical people.  If we thought there was a problem in this, we hadn't done what we should have done, didn't leave things in good shape, we'd have found time even in a social event to talk about it.  It didn't come up. I think that shows the confidence that we have in this team, the great comfort we have in this transition going forward.

I'm smart enough to realize that I could not do what I might have done nor could anybody do what they do in a successful career without an awful lot of help.  As Tom mentioned, we're going to talk about our families tonight so we will not do that today.  So I'm going

to make one exception because many of you asked about that.  But the people I'd like to say a couple words about, obviously it's Tom.  Tom has been a business partner for 40 years.  More important, he's been a friend for 48 years.  And, yes, the story is true. He did introduce me to Carol.  The results are all sitting out there someplace.  He's just been a terrific friend.  And I'm looking back on this, I realize something that's kind of hard to believe, but since I was 18 years old, except for vacations and graduate school and military service and business travel, I've seen him probably every day.  That will probably be the most unusual thing of retirement is not doing that.  But we'll make up for it along the way. 

We do have another person to mention because so many of you know her, Kathie Rogers, who has been with me over 20 years. She's been a wonderful assistant to me and we worked so well, but so many of you know her.  She's now working into our investor relations area, and I've had the nicest compliment, I think, when people tell me Kathie is really an extension of your personality over the phone.  I don't know if that's good or bad for Kathie, depending on what you think of my personality, but anyway Kathie, I know you're out there, I can't see you with these lights, stand up and put a face to the name.

(Applause.)

MR. KARMAN:  And, Carol, because she is such a wonderful person and we'll talk a lot more about her tonight, maybe roast her a little bit tonight, but so many people ask how is Carol, just so you'll know, stand up, Carol.

(Applause.)

MR. KARMAN:  There were so many people that I want to thank, I knew I never could do it.  How do you do this? First of all, maybe there aren't so many after all.  I made a list of the people I thought in my career who helped me out.  I did not include any of the employees of RPM.  I'd have to list 8,000 people, and they know anyhow how much they've helped me.  It includes some directors.  I did include people who were no longer living because they helped me. I thought, how do I do this?  The list was over 100.  So I put all these names on separate pieces of paper and threw them into a great big bowl.  You remember that big salad bowl that you gave Carol when you used that as a wood finish example one day. 

I kept walking past that bowl and said I've got to take one name out of here that's going to represent everybody who has ever helped me, sort a patron saint of Jim type thing.  I finally got my nerve up and I drew a name out of there to represent all of you and I don't know who the name is.  I have no idea.  But let's find out who that person is going to be to represent all of you who have helped me so much. 

Perfect, perfect choice.  Ned Miller.  I don't know if Ned is here or not.  Ned is a senior executive of the Marsh Group.  This could not be a better choice.  Ned is a senior executive with Marsh Group.  He walked in when Tom and I first started thinking risk management and insurance in 1971. He was there.  I'll bet I wouldn't be wrong if I said he was there probably last week.  So, Ned, whether you're here or not, thank you very much.  You're a great example of all the people who have helped me. 

In closing, I would like to --I'll say more later -- just say what a wonderful leader this corporation has in Frank Sullivan.  A corporation at this point in its life, which has so many opportunities and so many things you can do well and so much growth really needs a solid, strong, committed leader.  And we have that.  So I would like to thank you for the opportunities you've given me.  It's been a great 40 years.  The best is yet to come.  My best to all of you as shareholders and to Frank and his team.  Thank you very, very much.

(Applause.)

MR. TOM SULLIVAN:  There indeed is a book on RPM and it's available to all of you here.  Yes, you will have it when you leave.  So please make sure that you get your copy. 

I suspect when you read something or you've realized somewhere along the way that the importance of a CEO of any organization is reflected by the number of assistants or secretaries that take care of his or her affairs.  Over the past 30 years I've had the following report to me: a social secretary that takes care of some personal needs; a business secretary that has always assured that everything that went out under my signature is completely accurate; a travel secretary that took care of all of my travel plans until a couple years ago, Sheryl Redick did, and I think she can tell you how demanding that is; a scheduling secretary to schedule not only my RPM meetings, but the outside board meetings, association and civic and charity meetings, just to name a few.  Since I wanted to have tight control over the corporate office payroll, I had the person who is responsible for the corporate office payroll as well as all the stock options reporting to me.  I always wanted to have a hand on the pulse of the corporate office, so I had the office manager reporting to me also. 

If you're keeping track, that's six very important people, reporting to me.  Impressive?  Not really.  What really is impressive is one individual for the past 30 years has done all of that for me.  That person, Mary Hall Crawford, no one, but no one can put out more work with more accuracy than Mary.  Mary, this December, will have spent 40 years in outstanding service to RPM. 

A few years back I was happy that Sandy and I were able to give to Mary and Glenn as a wedding gift a trip to Hawaii.  I know that Mary is not a person for flashy jewelry, but I do know that she and Glenn enjoyed their trip. And, Mary, I can promise you on. Monday you will have on your desk a gift certificate for a lot of great traveling over the next couple years for you and Glenn.

I would say right now that I would ask all of you – Mary, please stand up.  Here is an individual that's just given outstanding –

(Applause.)

MR. TOM SULLIVAN:  Outstanding service.  And, Mary, I can't thank you enough.  You're the greatest.

For the past several minutes you've been looking at financial accomplishments over the past 30 years. Obviously, we're proud of them. Obviously, as I mentioned earlier, they're the product of some extremely hard working, dedicated people.  And my sincere gratitude goes out to all of those 8,000 people and many of you here today at the operations and corporate office for being such a great part of RPM's record. 

But given today's world of business, I think what I'm really proud of is we're able to grow from 11 million dollars to 2 billion dollars, at the same time keeping our basic philosophy and values.  During the past 20 years you should know, and I'll get into this, we've been well within the guidelines of the New York Stock Exchange’s new rules and also the Sarbanes-Oxley Act that was just passed. 

In fact, last week Business Week had a special report on corporate boards and corporate governance.  It was kind of fun to compare their criteria to the RPM board and I'm sure in looking at that we'll all agree we score rather well. Insofar as independence is concerned, we have three corporate executives, more than they suggest, on the RPM board, but at the same time we have nine independent executives who have never done business with RPM.  We've had, for the past 20 years, an audit committee and compensation committee that have been completely independent directors.  As I mentioned earlier this morning, our board appointed a new governance nominating committee to be headed up by Joe Viviano, which again was all independent directors. 

With regards to stock ownership, all but one of our directors owns in excess of $150,000 worth of RPM stock. Those of you that recall the proxy statement, I think you'll probably note that Dr. Jerry Sue Thornton, it shows zero by her name.  That, of course, is very misleading because Jerry Sue takes all of her board fees in a deferred RPM stock program, and today the value of that is well excess of $150,000.  In fact, the average value of the outside directors of RPM holdership is $250,000.

In terms of director quality, I introduced Bruce Carbonari, who is president of the Fortunate Brands Home and Hardware Division.  Joe Viviano, who retired last year as COO of Hershey Foods, Albert Ratner, who is currently co-chairman of Forest City, all have served much larger companies than RPM and in similar markets.  So I'm sure they take care of the first two bullet points that you see up there. I think what is not mentioned in this area of the director quality is what surprised me the most.  That is experience with your shareholder base.  RPM has over 100,000 individual shareholders, and we are 50 percent institutionally owned.  Lorrie Gustin, as I had mentioned earlier, has held all sorts of positions with the National Association of Investment Clubs.  And Brad Jones has been on the board of trustees of Fidelity, one of the world's largest institutional holders for many years.  The two of them certainly represent well our shareholder base. 

What about the capital markets and equity markets?  Ed Brandon, who is the past chairman and chief executive officer of National City Bank, one of the fastest growing and most respected regional banks in America, and Don Miller, who spent his entire business life with the investment banking community certainly are experts in both the debt and equity area. 

What about foreign markets, international trade?  Max Amstutz is a powerful director in helping RPM with our international goals, going forward. 

What about community affairs and the job markets?  Jerry Sue Thornton runs one of the country's largest, most progressive community colleges and fills that bill well. 

Finally, what about corporate governance?  That of course is the job I believe of the entire board, but as you'll hear in a few moments, Bill Papenbrock on our board has been on top of that for the past 30 years. 

With regards to board activism, that's a little more difficult to grade because it's kind of subjective.  Our audit committee will go to four meetings a year from the three that they have been doing in the past.  Our board will meet without management three times a year now.  You should know that the audit committee and the compensation committee have met annually without management each year for the past 20 years at least.  The compensation committee particularly, and the board in general, have been working very hard at doing their job in evaluating Frank Sullivan over the past couple of years. 

With regards to executive pay, in oversight matters that's obviously debatable.  Perhaps of interest, though, five years ago when we wanted to get more stock into the hands of our up and coming management team, the team introduced to you in this year's annual report, we went to our compensation committee and we said we'd like to start a loan program for those officers so we can get more stock in their hands.  They looked back at us and said that's a dumb idea.  Don't do it.  We didn't. And obviously, although it was in vogue five years ago, in retrospect they were certainly right.  And I can assure you that they are anything but a rubber stamp board.

I can conclude in the area of corporate governance for the past 30 years I have signed the 10-Ks and the 10-Qs that go to the SEC.  10-Ks are the annual report to the SEC.  The 10-Qs are the quarterly reports to the SEC. And I naively thought that when I did that I was being responsible for the information that was in those files.  So going to the certificates that you sign today certainly has been no big deal at RPM. 

As far as philosophy and value from a people standpoint, we just simply don't lose good people.  I realize that a lot of companies say that, but when you look at it from an acquisition standpoint, the six officers of our operations referred to in the annual report all came to us by an acquisition route. Three of them nearly 20 years ago.  All the presidents of the companies that RPM has acquired have stayed with us.  Not many companies can say that. 

With regards to philosophy and values in corporate governance, two things probably shape this.  First, shortly after my father passed away in August of 1971, Jim Karman and I were visited by a partner at Calfee, Halter & Griswold by the name of Al Summers.  Al Summers went on to join as part of the SEC, and after a stint as an SEC commissioner he went on the lecture circuit as really the guru, if you will, of corporate governance.  He was there throughout the '80s and most of the '90s when corporate governance really didn't have the attention of a lot of people obviously. 

Of interest, a young lawyer who was the understudy of Al at that time at Calfee, Halter was Bill Papenbrock, who obviously became our outside counsel. When Al visited us, he impressed upon Jim and I the importance of being officers in a publicly owned company even though we were only 11 million and on the NASDAQ system.  What he told us seemed to put me in immediate conflict with the sense of loyalty that I had for my mother, my four sisters, not to mention 19 grandchildren, all of whom were major shareholders of RPM, but none of whom worked at RPM.  The answer to that was complete disclosure regardless of its materiality to the company's financials.  That was fostered and encouraged by Bill Papenbrock and now Ed Moore, who has replaced Bill at Calfee as our outside counsel.  It was further reinforced by our first general counsel, Paul Granzier, and today by Kelly Tompkins.  The result, I believe, is the most complete fiscal disclosure policy of any publicly owned company I'm aware of.  And that's good for shareholders. Open disclosure has not stopped with our liabilities.  We believe we have the most complete year-end audit of any publicly owned company.  Our outside auditor, Ciulla, Smith & Dale, audit U.S. companies and does the U.S. tax work.  We go to other outside firms for outside United States operations that we have, and we've gone to other firms for consulting work.  Here again, we do not hide behind materiality.  Every single subsidiary of RPM, regardless of its size, gets a complete audit.  And, again, that is highly unusual.

The second area of corporate governance is something that I have already mentioned and that is the quality of the individuals who have been attracted to the RPM board.  I mentioned their contribution to RPM in the way of growth and their oversight they had served for shareholders as well. 

I have no doubt that the new management team will continue with the same corporate values and philosophy that we have instilled over the last couple years. 

I have one final duty here today, and that is to introduce to you the new CEO of RPM.  I've always said that the first job of any individual is to train your replacement.  And at this particular moment I find myself in somewhat of a dilemma.  My wife, Sandy and I –I'm going to stop here.  Jim is right.  We're going to make our own personal comments tonight at dinner with our families and management team, but this is a shareholder issue too because Sandy Sullivan has done RPM shareholders a tremendous job by keeping one CEO happy and allowing me to do the work I had to do and God love you, Sandy.  I love you.  Stand up. 

(Applause.) 

MR. TOM SULLIVAN:  As I said, I find myself in a particular dilemma because Sandy and I have six wonderful children and they're all here today. And I know that Frank would be the first to agree that if I heap praises on one and not all, it would seem to diminish their fine accomplishments too. I can tell you this.  Frank is extremely intelligent.  He is hard working and he has RPM in his blood.  He has the support of the management team and of the board who elected him as CEO this morning.  Beyond that I can go back to a weekly sales report I sent out an RPM bulletin back in September – on September 4th of 1975, and I'd like to read the first couple of paragraphs of that. 

During the past summer months, Frank Sullivan, at age 14, launched his career in the protective coatings industry.  His duties of processing new orders, checking billing forms, tracing orders and gathering information on government bids stemmed primarily around RPM's order department, not only a very important department here at RPM, but one that is basic in understanding any business.

Shortly before the Labor Day weekend, Frank made the rounds to all of his friends here in Medina saying good-bye in preparation for school this fall.  He expressed a great deal of enthusiasm for the protective coatings industry and is looking forward to being back with us next summer perhaps spending some time on the road with RPM Cleveland representative Bill Boza. 

Then I went on for a few paragraphs talking about the RPM annual report that was sent out with this bulletin and our 28th consecutive record year in earnings and sales, with sales of about $35 million and earnings of $1.5 million, and I connected that with the idea of RPM as the best management team of anybody in the protective coatings industry.  And at the time I mentioned three of the gentlemen that I introduced to you today, Bob Fleming, Julius Nemeth and Don Holder.  And then finally I ended by saying, as for Yours Truly, it is with pardonable pride and a great deal of gratitude that my life has

been placed between two Frank Sullivans. The first Frank Sullivan instilled in me the interest, the desire, the knowledge, and the love that I have for the protective coatings industry.  And I can only hope that I am as successful in passing the same on to the second Frank Sullivan.  I think I have succeeded.

Frank.  (Applause.)

MR. FRANK SULLIVAN:  Thank you very much, Tom, and thank you very much, Jim.  I would also like to thank the RPM board of directors for their vote of confidence in me, and the RPM management team.  I can't tell you what an honor it is to be standing here as RPM's CEO. In an RPM fashion, following Tom and Jim, I'm going to ask a few other people to stand.  The last week or two have been pretty heady.  A lot of attaboys.  In fact, there was a great article in the Cleveland Plain Dealer a few weeks ago, and I can assure you despite all that, there are plenty of people, management and family member wise, that will help me keep things in proper perspective. For instance, on Saturday I bumped into my brother, Sean, for the first time since the Plain Dealer article came out and he said, boy did the Plain Dealer do you right.  I said Sean, did you see the article?  It was really good.  He said, I'm not talking about the article.  He said, I'm talking about the photo.  Most people go on television and they look like they're 20 pounds heavier. They take photographs of Dad, he doesn't ever look good in photographs.  He said, you never looked that good in real life.  Thank you very much, Sean. 

Speaking of family, I would like to extend a very special thank you to the Sullivan and Karman families, all significant long-term shareholders in RPM.  Your support means more than you'll ever know to our growth and success.  Thank you very much. 

I also would like to recognize my wife of 18 years, Barb, if you would stand up. 

(Applause.)

MR. FRANK SULLIVAN:  Barb and I are the proud parents of four boys, three of whom are here today.  Boys, if you'll stand up, Sully, George, and Joe. Without your love and understanding and support, I wouldn't be standing here today.  Thank you very much.

Lastly, I'd like to thank you, the RPM shareholders, for your support of our growth and for the opportunity to serve you as RPM's CEO.  I started working at RPM at age 14 and for five summers I learned the business literally from the ground up.  After a five-year stint in the commercial banking business, I rejoined RPM in 1987 in Charlotte, North Carolina, at the AGR joint venture.  I was a sales manager and technical service rep, and I was reintroduced to our business literally right where it started back in 1947 up on a roof.  I joined the corporate office in January 1989 to work with Tom in acquisitions when RPM was doing approximately $370 million in annual sales.  Over that time I've had the privilege of working for nearly 14 years and learning from the best M&A professional in any industry and perhaps in the industry, my father, Tom Sullivan.  I also had an opportunity to learn from a great corporate management team led by Jim Karman and to work with an outstanding group of operating managers, and, of course, with the support of the board Tom talked about earlier.

I've been at RPM for approximately $1.7 billion of our growth and I've been privileged to be part of a great group of people, many of whom are here, to make that happen.  It's been an extraordinary learning experience for me leading up to being named CEO. 

With that said, our board of directors perhaps could have chosen somebody with a deeper resume or even with a little more experience, but they could not have found anybody with a greater desire to continue RPM's legacy of growth and success or with a greater passion for RPM, for our shareholders, or for our employees.  And as I have for most of my life, I promise to bring that drive and passion to work towards continuing RPM's profitable growth. 

I've also worked with Tom and Jim over the last five years to develop a management team and an organizational structure capable of continuing that profitable growth, and I'd like to take a few minutes to introduce you to the managers who report to me and who lead RPM. If you will please stand, if you will hold your applause until I read all the names. 

Paul Hoogenboom is RPM's vice president of operations and chief information officer.  Paul has been at RPM for approximately three years.  He has been responsible for leading much of the manufacturing and operational improvement that has resulted in a lot of the success that we have today. 

Kelly Tompkins is vice president, general counsel.  He's been part of RPM for six years.  He came to RPM with a background in legal risk management corporate development from Reliance Electric and Exxon. 

Bob Matejka, despite Bob's gray hair, he is the newest member of our corporate staff who joined the staff two years ago with a career in public accounting as well as with Rockwell International.  Bob is vice president, chief financial officer. 

Ron Rice.  Ron Rice is RPM's vice president of administration.  He currently handles benefits, administration, risk management, as well as being the corporate person responsible for RPM's annual planning process and performance.  He's been with RPM for seven years. 

Steve Knoop is our vice president of corporate development.  He's been with RPM for the last six years and has been instrumental in the acquisitions that we have completed in the last six years.  Prior to that he was with Calfee, Halter & Griswold for seven years as an SEC attorney and M&A attorney. 

Our group presidents, John McLaughlin, president of our DAP group.  John has been with RPM for two years but with DAP for many more.  He came to us with the acquisition of DAP.  He has grown, with his team, the sales and earnings for DAP every year they've been part of the RPM. 

Mike Tellor is president of our Rust-Oleum group.  Mike joined RPM with Carboline in 1985.  After helping that organization, with record levels of profitability, Mike and his wife, Jane, moved to Chicago to run Rust-Oleum when we acquired it in 1984.  At that time it was $140 million business.  Today Mike and his team have grown it to a $350 million business. 

Bob Senior.  Bob Senior has been with RPM for 15 years.  He came with RPM in 1987 when we acquired the $25 million Zinsser Company.  Zinsser has grown almost entirely organically to a $175 million business under Bob's leadership.

Chuck Pauli is president of the RPM II group of companies.  He's been with RPM for 12 years, joined us in 1990 as part of our acquisition of Kop-Coat. Chuck runs our RPM II division, which is a collection of highly profitable specialty chemical businesses. 

Dave Reif.  Dave Reif has been with RPM for 10 years.  Dave joined us as a result of our acquisition of Stonhard in 1993.  After a number of years in top management at Stonhard, he joined RPM, Inc. as our chief financial officer, and then two years ago became group president of StonCor, which houses RPM's high-performance industrial coatings for concrete and structural steel. 

Jeff Korach.  Jeff Korach is our oldest living -- kidding, Jeff.  Jeff Korach is the longest serving group president and operating company president.  He's been with RPM for 18 years.  He joined RPM when we acquired his family's business, Euclid Chemical, in 1984.  From that $10 million basement business that we acquired, Jeff has led a great group of people through an international joint venture and today runs RPM's largest group, the Tremco Group, at $450 million. 

This is the leadership team that has delivered much of RPM's track record of growth and success in partnership with our 8,000 employees.  They bring commitment, tremendous operating experience, strong leadership, and integrity to our company.  It is my privilege to work with each one of you, and I am confident that as a team we will outperform our industry in serving our customers, providing greater opportunities for our employees, and a growing return for our shareholders. 

I would also like to announce a couple promotions today.  Our structure is changing.  If Ulf Eriksson will stand, Ulf Eriksson was appointed president of our European group.  Ulf has been part of RPM since the mid '60s and will lead our growth from $160 million of business in Europe today to what we hope will be in excess of $500 million of business in the next five years. 

This morning our board also elected Kelly Tompkins as senior vice president and general counsel, recognizing his outstanding contributions to RPM and the extended responsibilities he has taken over in the last couple years. 

They also elected Ron Rice to senior vice president administration, recognizing his contributions to our growth and his new responsibilities.  Gentlemen, thank you very much.

(Applause.)

MR. FRANK SULLIVAN:  I'd like to quickly review our first quarter results that were announced earlier this week. Sales increased two percent to $542 million, an all-time record high for RPM.  Our earnings before interest and taxes, basically the operating income generated by our companies, increased nine percent to a record $75 million.

Net income was up 21 percent and earnings per share was up six percent, the difference being the result of the equity offering we completed in March, which helped us significantly reduce the debt on our balance sheet.

As a result of our strong 2002 fiscal year end performance and our excellent start to the new fiscal year, despite what is still a very challenging economic environment, the RPM board of directors voted to increase the annual cash dividend to shareholders by four percent to 52 cents per share on an annual basis starting with the dividend payable October 31, 2002, to shareholders of record October 21, 2002. This is the 29th consecutive year of increased cash dividends to RPM shareholders, which puts RPM in the top one percent of all publicly traded companies in terms of our dividend growth track record. 

I'd like to give you my views on the importance of that dividend growth track record.  Two or three years ago in the midst of the tech boom, dividend-paying companies like RPM were being derided as old fashioned and tax inefficient.  We were being urged to eliminate the entire dividend and use the money to buy back stock to run up the stock price.

In short, the message was, our way was a poor way to provide return to shareholders.  If you're a stock trader at that time perhaps that was true. But we are not here to please stock traders.  We are here to perform for our shareholders.  And if you are a long-term shareholder of RPM, then consider these statistics.  Today at one percent interest rate environment, our stock yields more than three and a half percent.  If you have owned RPM stock for the last ten years, your yield today on your original investment is five percent.  If you are a long-term shareholder of RPM stock, have owned our stock for 15 years, your yield today on your original investment is 10 percent.

And if you have held our stock for 20 years, the yield on your cash dividend today from your original investment is 28 percent per year.  That means every four years you get back a cash dividend more than you originally invested in RPM. 

We will continue to work hard to improve our performance and our growing dividend program.  In this environment, the long-term track record of increasing cash dividends to shareholders is not only an important part of total return, but it is perhaps one of the simplest indicators of the integrity of a company's financial statements and financial condition.  You cannot pay increasing cash dividends with bogus accounting, phony revenues, or high tech dreams.  You can only pay a growing cash dividend with real earnings backed by real cash flow generated by a good management team.  We will continue to consider an increase in our cash dividend to shareholders in every year in which we're able to increase our earnings.

Going forward, I think our results over the last year and the last quarter reflect the excellent operating leverage the RPM employees and managers have brought to our business.  Certainly a nine percent operating income performance on a two percent sales growth is reflective of that.  We have renewed our acquisition activity, which has been dormant for the last couple years. Going forward we expect to see acquisitions add about $100 million of growth each year to RPM, bringing new companies to the RPM family or new product lines to our existing businesses. 

Lastly, we will continue to build on a legacy that has been provided by Tom Sullivan and Jim Karman of having the best brands in our industry and exceptional people who deliver for our customers and our shareholders every day. 

I am honored to be given the opportunity to lead RPM as CEO.  We have a great heritage and a great team. We have and will always operate with integrity.  We are well positioned because of the hard work of our people for these challenging times.  With these assets, I'm committed to continuing RPM's record of profitable growth. Thank you very much. 

(Applause.)

MR. FRANK SULLIVAN:  At this time we'll take your questions.  We've collected questions from the audience, and if there's anybody in the audience whose question is not answered, we also have a microphone and you can certainly ask it in person.

MR. KARMAN:  As usual, many of the cards have comments on them. They're much appreciated, believe me. They reflect a lot of the management team and the transition.  I'll pass those on so everyone can see those.  Others are questions that are answered in the annual report or on our 800 number.  We won't answer those again.  In some cases I've rolled up several questions that relate to the same thing in one question.  And also Frank and Tom answered some of the comments on governance and dividends.  We won't ask those again. If your question is not answered or asked properly, please come up afterward.  We'll be happy to go over it with you. 

Frank, the first question, there were several of these, do you anticipate any impact on the RPM stock price as a result of the increase to 300 million shares and the reincorporation in Delaware? Follow-up, will annual meetings be held in Delaware, several on that.  And also we hope this company will not leave Cleveland.  We can't afford to lose another company.  If you just answer all those with the incorporation.

MR. FRANK SULLIVAN:  Let me start with the question about Cleveland.  I introduced to you three of my four sons. They are fifth generation Clevelanders. I'm proud of that, and I hope both from a business and civic perspective that we can do in this city enough things so that their kids and their grandkids are sixth and seventh generation Clevelanders.  We have no intention of leaving the area. 

As it relates to Delaware, we looked to reorganize our corporate structure, which had been built up quite candidly into a hodgepodge with all the acquisitions we had and did not reflect the operating structure that is the way we report segment wise between industrial and consumer.  So we were looking at an opportunity to reorganize our legal structure.  At the same time, we became aware that Delaware, which is the home of incorporation for more than half the Fortune 500 companies and almost the same percent of New York Stock Exchange companies, was probably the best place for us to reorganize and incorporate given the legal situation there.  So we made that decision.  It

is also a favorite venue for institutional investors.

MR. KARMAN:  Thank you, Frank. With the current economy, will you give us your opinion on stock splits versus cash dividends.

MR. FRANK SULLIVAN:  I'll tie that in with the first question.  We do not expect any impact on our stock from the reincorporation in Delaware.  The issuance of shares are available to issue in terms of new equity, typically related to a potential acquisition though as Tom says we don't have any going on right now.  They're also available for future stock splits, and we thought it would be prudent at this point in time to go ahead and get new authorized shares higher limit at the same time we were reincorporating in

Delaware.

MR. KARMAN:  RPM has always been very successful on the acquisition front particularly acquiring good, small, family type companies.  Seems there might be some very good opportunities right now with the economy.  What is your outlook or your plan on the acquisition forefront?

MR. FRANK SULLIVAN:  We are very aggressively looking at acquisitions. We have closed a number of small transactions in the last couple of months.  The prices are substantially lower than they were a few years ago.  We are looking at acquisition opportunities not only in North America but in Europe, and I suspect you will see us pretty quickly get back to doing about $100 million of acquisitions a year. 

What we will not do is go out and do a five or six hundred million-dollar acquisition at a high price, all for debt, and re-leverage our balance sheet.  We don't need it to drive our earnings, and we are not going to get our balance sheet back to the debt level that is not supportable.

MR. KARMAN:  Thank you, Frank. The next questioner says, I asked this question last year regarding RPM's debt level and your plans to pay it down.  You've done a very good job over the last 12 months.  There still seems to be a fairly high level of debt for a company this size and this economy.  Could you explain the capital structure and what we can look forward to. 

MR. FRANK SULLIVAN:  Over the last 20 years our debt structure has provided us a debt cap ratio between 40 percent and 60 percent.  A year ago it was at 61 percent.  Today it's at 45 percent.  With our plans for acquisition, we believe we can do that $100 million or so a year and continue to bring that debt cap ratio down. Having said that, you'll see it maintained right in that 40 percent range because we plan to use both our balance sheet and cash flow to match our internal growth with good acquisition growth.

MR. KARMAN:  This question is addressed to Tom, but I'll ask it for him.  Tom, what are you and Jim going to do after you retire? Will you be available to RPM going forward?

MR. FRANK SULLIVAN:  Tom and Jim, at the urging of our board and certainly myself, will both be around.  Both of them are going to stay on the RPM board.  Jim is going to help us with our institutional and individual principal shareholders.

He's done an exceptional job of that for 30 years. 

We're going to put Tom on the road.  He is the best-known M&A professional in our industry, and he's also the chairman of the National Paint & Coatings Association.  I kind of think in that position he meets with the heads of the paint companies throughout the

world.  It's kind of like a fox in the hen house, and we intend to work very aggressively on Tom in acquisitions for the next couple years.

MR. KARMAN:  Next question is a follow-up on that.  We have noticed that both Tom and Jim have filed to sell some shares over a period of time. Would you comment on their thinking there, what this might mean to the company and price of the stock.

MR. FRANK SULLIVAN:  I can speak more specifically for Tom and I think the same is true for Jim.  Tom's net worth is tied up entirely in equities, a large majority of which is RPM stock. I know both he and Jim have been having financial advisors urging them to diversify, both not just out of RPM, but out of equities.  They have stated their intention to sell some stock over the next six months.  The combination of the two is certainly less than one percent, so it will have no impact on RPM's stock price.  And they will both remain significant shareholders in RPM.  Both of them chose as of five years ago to take a retirement program that was in cash and change it to a program that is in RPM stock.  When they retire at the end of this year, they will be receiving RPM stock in lieu of cash, so they are both heavily invested in RPM stock and I expect that will continue.

MR. KARMAN:  Question is international business is important to companies, but with the world situation as it is today, would you explain what RPM's total business is outside the United States, what the margin might be on that business, what we would look forward to going forward.

MR. FRANK SULLIVAN:  We have about $160 million of business in Europe.  We have about $20 to $25 million of export business from U.S to Asia and U.S. to Europe as well another $20 million of business in countries like South Africa and Latin America. Our focus over the next five years will be growing our European based business. It's a mature market, but there are a lot of exciting companies there, stable currency, and we will not be running into some of the problems that we had for instance in Argentina or Brazil or South Africa where we have good managers who are hampered by geopolitical issues that we can't control at all.  So you will see our international investments more focused on the European marketplace for the next five years.

MR. KARMAN:  Last question is, unless someone has one from the floor, both interest rates and raw material prices seem to be in our favor the last several months.  Again, with a rather uncertain economic outlook in international situation, what do you see going forward as to those two factors.

MR. FRANK SULLIVAN:  Interest rates we anticipate will continue to be flat.  If you believe what you read, the next interest rate move is down. We've been conservative in our budgeting, so we certainly don't need that to continue to do well. 

On the raw materials side, we typically are grouped with specialty chemicals or chemical companies for the analysts that follow us.  And that grouping has hurt us.  Because of the rise in oil prices a lot of commodity chemical companies or specialty chemical companies are seeing their raw materials increase.  We are their customer base. Demand out there has not been very strong for their products, so we are actually seeing our raw materials decline.  And that is helping our profitability.  And we would expect that to continue for the next couple months. At least certainly the impact of war with Iraq could change some of that circumstance.  Other than that, I think we'll see things pretty stable.

MR. KARMAN:  That's the last of the questions unless someone has one or two from the floor.

MR. FRANK SULLIVAN:  Any questions from the floor that anybody would like to ask before we close? 

AUDIENCE MEMBER:  Do you expect the company during war time, with the situation heating up in the Middle East, do you think it will be detrimental to the company?

MR. FRANK SULLIVAN:  The question was, what would the impact of a war in Iraq be on RPM?  Our business is split evenly between consumer and industrial. We tend to be focused on maintenance products or maintenance projects at home.  I think that a war with Iraq, it's hard to understand what impact it will have on any business.  I think it  will have some impact on all businesses. It will have less of an impact on RPM than other companies because we are not involved in new construction as a lot of other companies are and because we are not a direct feed into oil.  Certainly if oil prices spike up, we and every company will see higher freight costs, shipping costs.  We'll see some higher packaging costs.  But I think we'll be able to weather that storm both operationally and financially a lot better than most companies.  Are there any other questions?

AUDIENCE MEMBER:  Actually, this is more of a comment than a question. What I see with this company is pure class.  I see integrity.  It just comes out in everything that you people say, and I myself am very proud to be a shareholder of RPM.  Thanks to you all.

(Applause.)

MR. JIM KARMAN:  Thanks very much.  I don't see any more questions out there.  This is a little out of context, but would you care to make a comment about your lapel pin?

MR. FRANK SULLIVAN:  Yes, I would.  My lapel pin is something that was given to me by Peter Balint, who is the president of our Dryvit subsidiary shortly, after September 11th, and I have worn it on my lapel every day since then and I intend to continue to do that.  Thank you, Peter. 

If there are no other questions, I would like to close our meeting with a few comments.  On behalf of the more than 100,000 individual shareholders, and I thank those of you who came here today to represent them, the nearly 300 institutional holders and our 8,000 employees worldwide, I would like to say to Tom Sullivan and Jim Karman simply thank you.  Your leadership, dedication, and integrity are shining examples of how to build a great company, of delivering value and opportunity to our customers, our communities, our employees, and our shareholders. 

As I said before, I think the history of RPM, some of which you all will see in books that you're welcome to take in the back of Severance Hall, is going to show that there are two Frank Sullivans, my grandfather and myself, that were awfully lucky to be on either side of Tom Sullivan. 

And now to wrap up our meeting, there are a few other fellow Ohioans who would like to add their congratulations and appreciation to mine. 

(Video.)

(Pipes and Drums of the Cleveland Police perform.)

(Meeting concludes.)