"Information in the biographies that follow is current as of March 1, 1997."

NOMINEES [for the Board of Directors] TO SERVE UNTIL THE 2000 ANNUAL MEETING

MARTIN M. HALE Director since 1978. Mr. Hale, 56, nonexecutive chairman of the Board, is executive vice president and director of Hellman Jordan Management Co. Inc., a registered investment advisor specializing in asset management and a wholly owned subsidiary of United Asset Management Company. Prior to 1983, he was president and chief executive officer of Marsh & McLennan Asset Management Company. He also serves as a director of the Student Conservation Association; as chairman of the Board of Governors of the School of The Museum of Fine Arts, Boston; and as a trustee of The Museum of Fine Arts.

RICHARD H. LEET Director since 1994. Dr. Leet, 70, retired as vice chairman and director of Amoco Corporation in 1991 following a lifelong career with Amoco which included service as president of Amoco Chemicals Company. Dr. Leet serves as a director of Illinois Tool Works Inc. and Vulcan Materials Company, as vice chairman of the Foundation Board of The Ohio State University, and as a trustee of Brenau University, Gainesville, Georgia. He is also currently a member of the Executive Board of the National Council of The Boy Scouts of America which he led as president in 1990-1992. Previously he served as chairman of the board of both The Industrial Health Council and the YMCA of Metropolitan Chicago.

JAY D. PROOPS Director since 1996. Mr. Proops, 55, is the retired co-founder and former vice chairman of The Vigoro Corporation, a leading North American manufacturer and distributor of fertilizers and related products. During his career with Vigoro, he served as its president and chief financial officer and as a director. Prior to founding Vigoro, Mr. Proops held a number of senior management positions with Emerson Electric Company and Esmark Inc. He currently serves as a member of the Board of Trustees of The Allendale Association, as a director of The Lincoln Park Zoological Society, as a trustee of Daniel Webster College and as a board member of AMCOL International.

DIRECTORS SERVING UNTIL THE 1999 ANNUAL MEETING

EVAN BAYH Director since February 1997. Mr. Bayh, 41, a partner in the law firm of Baker & Daniels in Indianapolis, Indiana, served as Governor of Indiana for two consecutive terms, stepping down in February 1997. He also served as Secretary of State for Indiana prior to his election as governor. Mr. Bayh currently serves on the boards of Eli Lilly and Company, Indianapolis Life Insurance Company, Fortis Inc. and Dominick's Finer Foods Inc.

THOMAS M. FULTON Director since 1995. Mr. Fulton, 63, serves as president and chief executive officer of Landauer Inc., a provider of radiation monitoring services. Prior to joining Landauer in 1978, his career included various management positions at Union Carbide Corporation, BASF Corporation and ICN Pharmaceuticals Inc. Mr. Fulton also serves on the boards of The Advocate South Suburban Hospital and the Bethel Community Facility and as chair of the board of the Chicago Theological Seminary.

ROBERT B. MCDONALD Director since 1994. Mr. McDonald, 60, was named chief executive officer and president of the [Great Lakes Chemical] Corporation in 1994. During his 29-year career with Great Lakes, he has served in a number of senior management positions. He is involved with several professional organizations, including The Chemical Manufacturers Association, and serves on Purdue University's Advisory Board for The Institute of Applied Neurology and the Dean's Advisory Council for the Krannert School of Management. Mr. McDonald also serves as a director of The Lafayette Life Insurance Company, is affiliated with the Cystic Fibrosis Foundation and is active in local and civic philanthropic organizations.

DIRECTORS SERVING UNTIL THE 1998 ANNUAL MEETING

WILLIAM H. CONGLETON Director since 1973. Mr. Congleton, 75, is a general partner of Palmer Partners L.P., a private investment partnership. Mr. Congleton also serves as a trustee of The Lahey Hitchcock Clinic, and as an overseer of the Boston Symphony Orchestra, the New England Conservatory of Music, the WGBH Educational Foundation and the Newell Health Care System.

JOHN S. DAY Director since 1975. Dr. Day, 79, is vice president and dean emeritus of Purdue University, having previously been the Herman C. Krannert Professor of Management. Until 1983, he served as vice president for Development of Purdue University and until 1979 served as dean of the Krannert School of Management at Purdue University.

LOUIS E. LATAIF Director since 1995. Mr. Lataif, 58, is dean of the School of Management at Boston University, a position he assumed in 1991 after a distinguished 27-year career with Ford Motor Company which included positions as vice president and general manager of Ford Division, vice president North American Sales Operations, president of Ford of Europe and corporate vice president of Worldwide Quality and Marketing. Dean Lataif also serves on the boards of Bank Audi USA, Autocraft Industries, Unitrode Corporation, The Lahey-Hitchcock Clinic and TAD Resources International.

DIRECTORS' COMPENSATION (RETAINER, COMMITTEE AND MEETING FEES)

"Nonemployee directors receive compensation for their services in the form of an annual retainer, committee chair and meeting fees, and, until January 1, 1997, were entitled to payments following retirement under the Directors' Retirement Plan."

"All directors, except Mr. McDonald, receive an annual retainer of $26,000. An additional $2,000 is paid annually to directors chairing one or more committees. The nonexecutive chairman of the Board also receives an annual retainer of $100,000 in recognition of his expanded responsibilities. All nonemployee directors receive $1,000 per day for attendance at Board or committee meetings and, with the exception of the chairman, for special assignments. Nonemployee directors also receive $1,000 per day for participating in telephone conference meetings of the Board or of its committees. The fees paid to directors are reviewed each year based on industry surveys of fees paid to directors in similarly sized industrial and specialty chemical companies."