.
.
.

Exhibit 21.1
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The following is a list of subsidiaries of RPM, Inc.(1) as of June 6, 2002.

Jurisdiction of
Name Incorporation
- ---- -------------

American Emulsions Co., Inc. Georgia
Select Dye & Chemical, Inc. Georgia
Bondex International, Inc. Ohio
Bondo Corporation Ohio
Carboline Company Delaware
Carboline International Corporation(2) Delaware
Carboline Dubai Corporation Missouri
StonCor Africa (Pty.) Ltd. South Africa
Chemrite Equipment Systems
(Pty.) Ltd. South Africa
StonCor Namibia (Pty.) Ltd. South Africa
Chemical Coatings, Inc. North Carolina
Chemical Specialties Manufacturing Corporation Maryland
Consolidated Coatings Corporation.(3) Ohio
DAP Products Inc.(4) Delaware
Day-Glo Color Corp. Ohio
Dryvit Holdings, Inc. Delaware
Dryvit Systems, Inc.(5) Rhode Island
Dryvit Systems New Zealand Limited New Zealand
Dryvit Systems USA (Europe) sp z.oo. Poland
Dryvit Wall Systems (Suzhou) Co. Ltd. China
Ultra-Tex Surfaces, Inc. California
Fibergrate Composite Structures Incorporated Delaware
Fibergrate B.V. Netherlands
First Colonial Insurance Company, Inc. Vermont
Guardian Products, Inc. Delaware
Kop-Coat, Inc. Ohio
K-C Divestiture Corp. New York
Kop-Coat New Zealand Limited New Zealand
Agpro (N.Z.) Limited New Zealand
Mohawk Finishing Products, Inc. New York
Republic Powdered Metals, Inc.(6) Ohio
RPM Asia Pte. Ltd. Singapore
Alumanation (M) Sdn. Bhd. Malaysia
Espan Corporation Pte. Ltd. Singapore
RPM China Pte. Ltd. Singapore
Magnagro Industries Pte. Ltd.(7) Singapore
Dryvit Wall Systems (Suzhou)
Co. Ltd. China

RPM Enterprises, Inc. Delaware
RPM of Mass, Inc. Massachusetts
Haartz-Mason, Inc. Massachusetts
Westfield Coatings Corporation Massachusetts
RPM Wood Finishes Group, Inc.(8) Nevada
RPM World Trade, Ltd. Virgin Islands
Rust-Oleum Corporation(9) Illinois
ROC Sales, Inc.(10) Illinois
Rust-Oleum International Corporation Delaware
Rust-Oleum Japan Corporation Japan
Rust-Oleum Sales Company, Inc.(11) Ohio
StonCor Group, Inc.(12) Delaware
Parklin Management Group, Inc.(13) New Jersey
Stonhard Agencia en Chile Chile
Stonhard South America Ltda. Brazil
TCI, Inc. Georgia
The Euclid Chemical Company(14) Ohio
Euclid Chemical International Sales Corp.(15) Ohio
Grandcourt N.V.(16) Netherlands Antilles
Redwood Transport, Inc.(17) Ohio
The Flecto Company, Inc.(18) California
The Testor Corporation(19) Ohio
Tremco Incorporated(20) Ohio
Paramount Technical Products, Inc. South Dakota
Tremco A.B. Sweden
Tremco Asia Pacific Pty. Limited Australia
PABCO Products Pty. Limited Australia
Tremco Pty. Limited Australia
Tremco Asia Pte. Ltd. Singapore
Tremco GmbH Germany
Weatherproofing Technologies, Inc.(21) Delaware
Zinsser Co., Inc.(22) New Jersey
Mantrose-Haeuser Co., Inc. Massachusetts
Modern Masters Inc. California
Thibaut Inc. New York

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(1) RPM, Inc. owns 100% of the outstanding voting Common Stock of RPM Funding
Corporation, a Delaware corporation. The remaining outstanding shares of RPM
Funding Corporation are held as follows: 100% of the outstanding Series A
Preferred Stock (non-voting) by Consolidated Coatings Corporation; 100% of the
outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of
the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical
Company; 100% of the outstanding Series D Preferred Stock (non-voting) by
Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock
(non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F
Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding
Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the
outstanding Series H Preferred Stock (non-voting) by

Weatherproofing Technologies, Inc.; and 100% of the Series I Preferred Stock
(non-voting) by Zinsser Co., Inc.

RPM, Inc. owns 33.67% of the outstanding shares of RPM Holdco Corp., a Delaware
corporation. The remaining outstanding shares of RPM Holdco Corp. are held by
Dryvit Systems, Inc., The Euclid Chemical Company, RPM Wood Finishes Group,
Inc., StonCor Group, Inc. and Tremco Incorporated.

RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company.

RPM Canada Company owns 100% of the outstanding shares of RPM Canada Investment
Company, a Canadian unlimited liability company.

RPM Canada Company is a 99% partner in RPM Canada, a General Partnership, an
Ontario partnership. RPM Canada Investment Company is a 1% partner in RPM
Canada, a General Partnership.

RPM Canada Company owns 21% of the outstanding shares of Harry A. Crossland
Investments, Ltd., a Nevada corporation. The remaining 79% of the outstanding
shares of Harry A. Crossland Investments, Ltd. are held by The Flecto Company,
Inc.

Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of
Crossland Distributors Ltd., a Canadian corporation.

RPM Canada, a General Partnership owns 100% of the outstanding shares of Tremco
Limited, a United Kingdom corporation.

RPM Canada, a General Partnership owns 100% of the outstanding shares of Euclid
Admixture Canada Inc., a Canadian corporation.

Tremco Limited owns 100% of the outstanding shares of OY Tremco Ltd., a Finnish
corporation and 100% of the outstanding shares of each of Tretolbond Limited.,
Tretol Group Limited and Tretol Limited, all United Kingdom corporations.

RPM Canada Company owns 10% of the outstanding shares of DAP Chile S.A., a
Chilean corporation. The remaining 90% of the outstanding shares of DAP Chile
S.A. are held by DAP Products Inc.

RPM Canada Company owns 100% of the outstanding shares of RPM/Europe B.V., a
Netherlands corporation.

RPM/Europe B.V. owns 100% of the outstanding shares of Rust-Oleum Netherlands
B.V., StonCor Benelux B.V., and Tremco B.V., all Netherlands corporations, and
RPOW U.K. Limited, a United Kingdom corporation.

RPM/Europe B.V. owns 96.04% of the outstanding shares of RPM/Belgium N.V., a
Belgian corporation. The remaining 3.96% of the outstanding shares of
RPM/Belgium N.V. are held by Tremco Incorporated.

RPM/Belgium N.V. owns 99.8% of the outstanding shares of Monile France S.A.R.L.,
a French corporation. The remaining .2% of the outstanding shares of Monile
France S.A.R.L. are held by RPM/Lux Consult S.A.

RPM/Belgium N.V. owns 96% of the outstanding shares of Alteco Chemical S.A., a
Portuguese corporation. Of the remaining outstanding shares of Alteco Chemical
S.A., 1% are held by Alteco Technik GmbH and 3% are held by three directors of
Alteco Chemical S.A.

RPM/Europe B.V. owns 99.99% of the outstanding shares of RPOW France S.A., a
French corporation. The remaining .01% of the outstanding shares of RPOW France
S.A. are held by the directors of RPOW France S.A.

RPM/Europe B.V. owns .72% of the outstanding shares of APSA S.p.A., an Italian
corporation. Of the remaining outstanding shares of APSA S.p.A., 85.71% are held
by Radiant Color N.V. and 13.57% are held by RPOW France S.A.

RPOW France S.A. owns 13.57% of the outstanding shares of APSA S.p.A., an
Italian corporation. Of the remaining outstanding shares of APSA S.p.A., 85.71%
are held by Radiant Color N.V. and .72% are held by RPM/Europe B.V.

RPOW France S.A. owns 99.40% of the outstanding shares of Corroline France S.A.,
a French corporation. The remaining .60% of the outstanding shares of Corroline
France S.A. are held by the directors of Corroline France S.A.

RPOW France S.A. owns 99.90% of the outstanding shares of Rust-Oleum France
S.A., a French corporation. The remaining .10% of the outstanding shares of
Rust-Oleum France S.A. are held by the directors of Rust-Oleum France S.A.

RPOW France S.A. owns 99.90% of the outstanding shares of Stonhard France
S.A.S., a French corporation. The remaining .10% of the outstanding shares are
held by the directors of Stonhard France S.A.S.

RPOW U.K. Limited owns 100% of the outstanding shares of each of Bondo U.K.
Limited, Carboline U.K. Limited, Chemspec Europe Limited, Dryvit U.K. Limited,
Fibergrate Composite Structures Limited, Mantrose U.K. Limited, RPM Holdings UK
Limited, Rust-Oleum U.K. Limited and Stonhard U.K. Limited, all United Kingdom
corporations, and Stonhard (Ireland) Limited, an Irish corporation.

Mantrose U.K. Limited owns 100% of the outstanding shares of each of Agricoat
Industries Limited and Wm. Zinsser Limited, both United Kingdom corporations.

RPM Holdings UK Limited owns 100% of the outstanding shares of Dore Holdings
Limited, a United Kingdom corporation.

Dore Holdings Limited owns 100% of the outstanding shares of each of Amtred
Limited and Nullifire Limited, both United Kingdom corporations.

Nullifire Limited owns 100% of the outstanding shares of Intumescent
Technologies Limited, a Cyprus Corporation.

RPM Canada Company owns 94% of the outstanding shares of StonCor (Deutschland)
GmbH, a German corporation. The remaining 6% of the outstanding shares of
StonCor (Deutschland) GmbH are held by Parklin Management Group, Inc.

StonCor (Deutschland) GmbH owns 100% of the outstanding shares of Alteco Technik
GmbH, a German corporation.

Alteco Technik GmbH owns 1% of the outstanding shares of Alteco Chemical S.A., a
Portuguese company. Of the remaining outstanding shares of Alteco Chemical S.A.,
96% are held by RPM/Belgium N.V. and 3% are held by three directors of Alteco
Chemical S.A.

RPM, Inc. owns .32% of the outstanding shares of Radiant Color N.V., a Belgian
corporation. The remaining 99.68% of the outstanding shares of Radiant Color
N.V. are held by RPM/Europe B.V.

Radiant Color N.V. owns 99.99% of the outstanding shares of Martin Mathys N.V.,
a Belgian corporation. The remaining .01% of the outstanding shares of Martin
Mathys N.V. are held by RPM/Belgium N.V.

Radiant Color N.V. owns 85.71% of the outstanding shares of APSA S.p.A., an
Italian corporation. Of the remaining outstanding shares of APSA S.p.A., 13.57%
are held by RPOW France S.A. and .72% are held by Radiant Color N.V.

RPM, Inc. owns 88% of the outstanding shares of RPM/Lux Consult S.A., a
Luxembourg corporation. The remaining 12% of the outstanding shares of RPM/Lux
Consult S.A. are held by Tremco Incorporated.

RPM/Lux Consult S.A. owns .2% of the outstanding shares of Monile France
S.A.R.L., a French corporation. The remaining 99.8% of the outstanding shares of
Monile France S.A.R.L. are held by RPM/Belgium N.V.

(2) Carboline International Corporation owns 49% of Carboline Korea Ltd.; 45% of
Carboline Norge A/S; 49% of StonCor Middle East LLC; 33.33% of Japan Carboline
Company Ltd.; and 40% of CDC Carboline (India) Ltd.

(3) Consolidated Coatings Corporation owns 100% of the outstanding Series A
Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation.
The remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting

Common Stock by RPM, Inc.; 100% of the outstanding Series B Preferred Stock
(non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred
Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding
Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of
the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation;
100% of the outstanding Series F Preferred Stock (non-voting) by The Testor
Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by
Tremco Incorporated; 100% of the outstanding Series H Preferred Stock
(non-voting) by Weatherproofing Technologies, Inc.; and 100% of the Series I
Preferred Stock (non-voting) by Zinsser Co., Inc.

(4) DAP Products Inc. owns 100% of the outstanding Series B Preferred Stock
(non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining
outstanding shares of RPM Funding Corporation are held as follows: 100% of the
outstanding voting Common Stock by RPM, Inc.; 100% of the outstanding Series A
Preferred Stock (non-voting) by Consolidated Coatings Corporation; 100% of the
outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical
Company; 100% of the outstanding Series D Preferred Stock (non-voting) by
Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock
(non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F
Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding
Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the
outstanding Series H Preferred Stock (non-voting) by Weatherproofing
Technologies, Inc.; and 100% of the Series I Preferred Stock (non-voting) by
Zinsser Co., Inc.

DAP Products Inc. owns 90% of the outstanding shares of DAP Chile S.A., a
Chilean corporation. The remaining 10% of the outstanding shares of DAP Chile
S.A. are held by RPM Canada Company.

DAP Products Inc. owns 94% of the outstanding shares of Portazul, S.A., a
Dominican Republic corporation. The remaining 6% of the outstanding shares of
Portazul, S.A. are held by the directors of Portazul, S.A.

(5) Dryvit Systems, Inc. owns 8.40% of the outstanding shares of RPM Holdco
Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco
Corp. are held by RPM, Inc., The Euclid Chemical Company, RPM Wood Finishes
Group, Inc., StonCor Group, Inc. and Tremco Incorporated.

Dryvit Systems, Inc. owns 88% of the outstanding shares of Beijing Dryvit
Chemical Building Materials Co., Ltd., a Peoples Republic of China company.

(6) Republic Powdered Metals, Inc. owns 100% of the outstanding Series D
Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation.
The remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM, Inc.; 100% of the
outstanding Series A Preferred Stock (non-voting) by Consolidated Coatings
Corporation; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting)
by The Euclid Chemical Company; 100% of the outstanding Series E Preferred Stock
(non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F
Preferred Stock (non-voting) by

The Testor Corporation; 100% of the outstanding Series G Preferred Stock
(non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred
Stock (non-voting) by Weatherproofing Technologies, Inc.; and 100% of the Series
I Preferred Stock (non-voting) by Zinsser Co., Inc.

(7) Magnagro Industries Pte. Ltd. owns 90% of the outstanding shares of Shanghai
Ban Lee Heng Construction Co., Ltd., a Chinese corporation.

(8) RPM Wood Finishes Group, Inc. owns 5.67% of the outstanding shares of RPM
Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM
Holdco Corp. are held by RPM, Inc., Dryvit Systems, Inc., The Euclid Chemical
Company, StonCor Group, Inc. and Tremco Incorporated.

(9) Rust-Oleum Corporation owns 100% of the outstanding Series E Preferred Stock
(non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining
outstanding shares of RPM Funding Corporation are held as follows: 100% of the
outstanding voting Common Stock by RPM, Inc.; 100% of the outstanding Series A
Preferred Stock (non-voting) by Consolidated Coatings Corporation; 100% of the
outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of
the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical
Company; 100% of the outstanding Series D Preferred Stock (non-voting) by
Republic Powdered Metals, Inc.; 100% of the outstanding Series F Preferred Stock
(non-voting) by The Testor Corporation; 100% of the outstanding Series G
Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding
Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; and
100% of the Series I Preferred Stock (non-voting) by Zinsser Co., Inc.

Rust-Oleum Corporation owns 99% of Rust-Oleum (Chile) Ltda, a Chilean limited
liability company. The remaining 1% of the outstanding shares of Rust-Oleum
(Chile) Ltda. are held by ROC Sales, Inc.

Rust-Oleum Corporation owns 99.992% of the outstanding shares of Rust-Oleum
Argentina S.A., an Argentine corporation. The remaining .008% of the outstanding
shares of Rust-Oleum Argentina S.A. are held by Rust-Oleum Sales Company, Inc.

(10) ROC Sales, Inc. owns 1% of the outstanding shares of Rust-Oleum (Chile)
Ltda., a Chilean limited liability company. The remaining 99% of the outstanding
shares of Rust-Oleum (Chile) Ltda. are held by Rust-Oleum Corporation.

(11) Rust-Oleum Sales Company, Inc. owns .008% of the outstanding shares of
Rust-Oleum Argentina S.A., an Argentine corporation. The remaining 99.992% of
the outstanding shares of Rust-Oleum Argentina S.A. are held by Rust-Oleum
Corporation.

(12) StonCor Group, Inc. owns 6.33% of the outstanding shares of RPM Holdco
Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco
Corp. are held by RPM, Inc., Dryvit Systems, Inc., The Euclid Chemical Company,
RPM Wood Finishes Group, Inc. and Tremco Incorporated.

StonCor Group, Inc. owns 99% of the outstanding shares of Stonhard S.A., a
Luxembourg corporation. The remaining 1% of the outstanding shares of Stonhard
S.A. are held by Parklin Management Group, Inc.

StonCor Group, Inc. owns 99.25% of the outstanding shares of Stonhard S.A. de
C.V. Mexico, a Mexican corporation, and 99.99% of the outstanding shares of
Stonhard de Mexico S.A. de C.V., a Mexican corporation.

Stonhard S.A. de C.V. Mexico owns 100% of the outstanding shares of Plasite S.A.
de C.V. Mexico, a Mexican corporation and 100% of the outstanding shares of
Stonhard S.A. de C.V., a Colombian corporation.

Stonhard de Mexico S.A. de C.V. owns 100% of the outstanding shares of Juarez
Immobiliaria S.A. de C.V., a Mexican corporation.

StonCor Group, Inc. owns 80% of the outstanding shares of Multicolor S.A.
Argentina I.yC., an Argentine corporation.

(13) Parklin Management Group, Inc. owns 6% of the outstanding shares of StonCor
(Deutschland) GmbH, a German corporation. The remaining 94% of the outstanding
shares of StonCor (Deutshland) GmbH are held by RPM Canada Company.

Parklin Management Group, Inc. owns 1% of the outstanding shares of Stonhard
S.A., a Luxembourg corporation. The remaining 99% of the outstanding shares of
Stonhard S.A. are held by StonCor Group, Inc.

(14) The Euclid Chemical Company owns 100% of the outstanding Series C Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM, Inc.; 100% of the
outstanding Series A Preferred Stock (non-voting) by Consolidated Coatings
Corporation; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series D Preferred Stock (non-voting)
by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred
Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F
Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding
Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the
outstanding Series H Preferred Stock (non-voting) by Weatherproofing
Technologies, Inc.; and 100% of the Series I Preferred Stock (non-voting) by
Zinsser Co., Inc.

The Euclid Chemical Company owns 1.26% of the outstanding shares of RPM Holdco
Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco
Corp. are held by RPM, Inc., Dryvit Systems, Inc., RPM Wood Finishes Group,
Inc., StonCor Group, Inc. and Tremco Incorporated.

The Euclid Chemical Company owns 99.997% of the outstanding shares of Eucomex
S.A. de C.V., a Mexican corporation. The remaining .003% of the outstanding
shares of Eucomex S.A. de C.V. are held by Redwood Transport, Inc.

The Euclid Chemical Company owns 49% of the outstanding shares of Toxement S.A.,
a Colombian corporation. Redwood Transport, Inc. and Euclid Chemical
International Sales Corp. each own .0025% of the outstanding shares of Toxement
S.A. Grandcourt N.V. owns 50.99% of the outstanding shares of Toxement S.A.

(15) Euclid Chemical International Sales Corp. owns .0025% of the outstanding
shares of Toxement S.A., a Colombian corporation.

(16) Grandcourt N.V. owns 50.99% of the outstanding shares of Toxement S.A., a
Colombian corporation.

(17) Redwood Transport, Inc. owns .003% of the outstanding shares of Eucomex
S.A. de C.V., a Mexican corporation. The remaining 99.997% of the outstanding
shares of Eucomex S.A. de C.V. are held by The Euclid Chemical Company.

Redwood Transport, Inc. owns .0025% of the outstanding shares of Toxement S.A.,
a Colombian corporation.

(18) The Flecto Company, Inc. owns 79% of the outstanding shares of Harry A.
Crossland Investments, Ltd., a Nevada corporation. The remaining 21% of the
outstanding shares of Harry A. Crossland Investments, Ltd. are held by RPM
Canada Company.

Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of
Crossland Distributors Ltd., a Canadian corporation.

(19) The Testor Corporation owns 100% of the outstanding Series F Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM, Inc.; 100% of the
outstanding Series A Preferred Stock (non-voting) by Consolidated Coatings
Corporation; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting)
by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock
(non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E
Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding
Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the
outstanding Series H Preferred Stock (non-voting) by Weatherproofing
Technologies, Inc.; and 100% of the Series I Preferred Stock (non-voting) by
Zinsser Co., Inc.

(20) Tremco Incorporated owns 100% of the outstanding Series G Preferred Stock
(non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining
outstanding shares of RPM Funding Corporation are held as follows: 100% of the
outstanding voting Common Stock by RPM, Inc.; 100% of the outstanding Series A
Preferred Stock (non-voting) by Consolidated Coatings Corporation; 100% of the
outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of
the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical
Company; 100% of the outstanding Series D Preferred Stock (non-voting) by
Republic

Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock
(non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F
Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding
Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; and
100% of the Series I Preferred Stock (non-voting) by Zinsser Co., Inc.

Tremco Incorporated owns 44.67% of the outstanding shares of RPM Holdco Corp., a
Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are
held by RPM, Inc., Dryvit Systems, Inc., The Euclid Chemical Company, RPM Wood
Finishes Group, Inc. and StonCor Group, Inc.

Tremco Incorporated owns 3.96% of the outstanding shares of RPM/Belgium N.V., a
Belgian corporation. The remaining 96.04% of the outstanding shares of
RPM/Belgium N.V. are held by RPM/Europe B.V.

Tremco Incorporated and Weatherproofing Technologies, Inc. each own .0025% of
the outstanding shares of Toxement S.A., a Colombian corporation.

Tremco Incorporated owns 50% of the outstanding shares of Sime Tremco Sdn. Bhd.,
a Malaysian corporation.

Sime Tremco Sdn. Bhd. Owns 100% of the outstanding shares of each of Sime Tremco
(Malaysia) Sdn. Bhd. and Sime Tremco Specialty Chemicals Sdn, Bhd., both
Malaysian corporations.

Tremco Incorporated owns 99.999% of the outstanding shares of Tremco Far East
Limited, a Hong Kong corporation. The remaining .001% of the outstanding shares
of Tremco Far East Limited are held by a director of Tremco Far East Limited.

Tremco Far East Limited owns 100% of the outstanding shares of Tremco (Malaysia)
Sdn. Bhd., a Malaysian corporation.

Tremco Incorporated owns 12% of the outstanding shares of RPM/Lux Consult S.A.,
a Luxembourg corporation. The remaining 88% of the outstanding shares of RPM/Lux
Consult S.A. are held by RPM, Inc.

(21) Weatherproofing Technologies, Inc. owns 100% of the outstanding Series H
Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation.
The remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM, Inc.; 100% of the
outstanding Series A Preferred Stock (non-voting) by Consolidated Coatings
Corporation; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting)
by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock
(non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E
Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding
Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the
outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; and
100% of the Series I Preferred Stock (non-voting) by Zinsser Co., Inc.
Weatherproofing Technologies, Inc. owns .0025% of the outstanding shares of
Toxement S.A., a Colombian corporation.

(22) Zinsser Co., Inc. owns 100% of the outstanding Series I Preferred Stock
(non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining
outstanding shares of RPM Funding Corporation are held as follows: 100% of the
outstanding voting Common Stock by RPM, Inc.; 100% of the outstanding Series A
Preferred Stock (non-voting) by Consolidated Coatings Corporation; 100% of the
outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of
the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical
Company; 100% of the outstanding Series D Preferred Stock (non-voting) by
Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock
(non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F
Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding
Series G Preferred Stock (non-voting) by Tremco Incorporated; and 100% of the
Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.