Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2008, the Board of Directors of Material Sciences Corporation (the "Company") voted to increase the size of the Company's Board of Directors from eight to nine directors and appointed Terry L. Bernander to fill the newly created vacancy. Mr. Bernander was appointed to serve on the Compensation, Organization and Corporate Governance Committee of the Board of Directors. Mr. Bernander's initial term as a director will expire at the 2009 Annual Meeting. Since 2002, Mr. Bernander has served as President and Chief Executive Officer of AZ Automotive Corporation, a company that is a supplier of highly engineered, metal - formed components, complex modules and mechanical assemblies for automotive original equipment manufacturers. Mr. Bernander is a director of Polar Corporation, and has held other President and Chief Executive Officer positions with Faurecia Exhaust Division of Questor Management Company, AP Automotive Systems, Inc., and Tube Products Corporation.

Mr. Bernander is not party to any arrangement or understanding with any other person in connection with his appointment as a director of the Company. There are no transactions in which Mr. Bernander has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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