BOARD OF DIRECTORS

James L. Pate, *
Chairman of the Board, Pennzoil-Quaker State Company

H. John Greeniaus, † µ
President, G-Force LLC (Marketing Consulting Firm)
Former Chairman of the Board and Chief Executive Officer, Nabisco, Inc.


Forrest R. Haselton, µ
Former President-Retail, Sears Merchandise Group
(Division of Sears Roebuck and Company)


Berdon Lawrence, *
Chairman of the Board, Kirby Corporation
(Operator of Tank Barges and Tow Boats)


James J. Postl, *
President and Chief Executive Officer, Pennzoil-Quaker State Company

Terry L. Savage, µ
President, Terry L. Savage Productions, Ltd.
(Syndicated Columnist, Speaker and Author on Personal Finance)


Brent Scowcroft,
President, The Scowcroft Group, Inc.
(Consultant for National and International Security Affairs)


Gerald B. Smith, *
Chairman and Chief Executive Officer,
Smith, Graham, & Company.
(Investment Management)


Lorne R. Waxlax,
Former Executive Vice President, Gillette Company
EMERITUS DIRECTORS

Howard H. Baker, Jr.

W. L. Lyons Brown, Jr.

Ernest H. Cockrell

Alfonso Fanjul

Norman Hackerman

Baine P. Kerr

J. Hugh Liedtke, Chairman Emeritus

* Member of the Executive Committee † Member of the Audit Committee µ Member of the Compensation Committee ‡ Member of the Nominating Committee

Table of Contents | Financial Summary | Letter To Shareholders | Directors | Officers | Shareholder Information