C. Fred Fetterolf, age 70, Director since 1987, Director of Various Corporations and Retired Director, President and Chief Operating Officer of Aluminum Company of America. Director of Allegheny Teledyne Incorporated, Commonwealth Industries, Inc., Dentsply International, Inc., Mellon Bank Corporation, Praxair, Inc. and Pennzoil-Quaker State Company, a trustee of Carnegie Mellon University and Eastern College and serves on a number of non-profit boards. He is Chairman of the Health, Safety and Environmental Affairs Committee and a member of the Audit, Compensation and Management Development and Nominating Committees of Union Carbide's Board.

Rainer E. Gut, age 66, Director since 1994, Chairman of the Board of Directors of Credit Suisse Group, Credit Suisse First Boston and Credit Suisse, all of Zurich, Switzerland.

Vernon E. Jordan, Jr., age 63, Director since 1987, Senior Partner, Akin, Gump, Strauss, Hauer & Feld, LLP. Former Executive Director of The United Negro College Fund and President of the National Urban League, Inc. became a partner in the law firm of Akin, Gump, Strauss, Hauer & Feld in 1982. He is a member of the American Bar Association, The National Bar Association and The Council on Foreign Relations. He is a director of the American Express Company, Bankers Trust Company, Bankers Trust New York Corporation, Callaway Golf Co., Chancellor Media Corporation, Dow Jones & Co., Inc., The Ford Foundation, J.C. Penney Company, Inc., Revlon Group, Inc., Ryder System Inc., Sara Lee Corporation and Xerox Corporation and a trustee of Howard University.

William H. Joyce, age 63, Director since 1992, Chairman of the Board, President and Chief Executive Officer of Union Carbide Corporation. He joined the Chemicals and Plastics Division of Union Carbide in 1957 and has been associated primarily with the Corporation's chemicals and plastics business throughout his career. He is a director of CVS Corporation, Reynolds Metals Company, and The American Plastics Council and a trustee of Universities Research Association, Inc. Dr. Joyce is Chairman of the Executive Committee of Union Carbide's Board.

Robert D. Kennedy, age 66, Director since 1985, Retired Chairman of the Board and Chief Executive Officer of Union Carbide Corporation. Presently Director and Chairman of UCAR International, Inc. Director of Kmart Corporation, Lion Ore Mining International Ltd., Sunoco, Inc. and Union Camp Corporation. He is also a member of the Advisory Boards of The Blackstone Group, RFE Investment Partners and Sullivan Associates, past Chairman of the Chemical Manufacturers Association, a member of the Board of Trustees of Cornell University, member and past Chairman of the New Hampton School Trustees, past Chairman of INROADS, Inc., a member of the Business Council, past member of the Business Round Table and of the Business Round Table's Education Task Force and its Environmental Task Force, past Chairman and past member of the Connecticut Business For Education Coalition (CBEC) and past member of the Commission on Education Excellence for Connecticut.

Ronald L. Kuehn, Jr., age 63, Director since 1984, Director, Chairman, President and Chief Executive Officer of Sonat Inc. In April 1981, he was elected a director of the Company and was named President and Chief Operating Officer in 1982. He was appointed Chief Executive Officer in 1984 and elected Chairman in 1986. Mr. Kuehn is a director of various wholly-owned subsidiaries of Sonat Inc. and a director of AmSouth Bancorporation, The Dun & Bradstreet Corporation, Praxair, Inc., Protective Life Corporation, Transocean Offshore Inc., and a number of civic organizations. He is a member of the Board of Trustees of Southern Research Institute and Tuskegee University.

Rozanne L. Ridgway, age 63, Director since 1990, former Assistant Secretary of State for Europe and Canada. A retired diplomat in the Foreign Service of the United States, Ambassador Ridgway's 32 year career included ambassadorial assignments to Finland, to the German Democratic Republic, for Oceans and Fisheries Affairs and as Counselor of the United States State Department. She served as Assistant Secretary of State for European and Canadian Affairs from 1985 to 1989. She was President of the Atlantic Council from 1989 through 1992 and Co-Chairman through June, 1996. Ambassador Ridgway is a director of Bell Atlantic Corporation, The Boeing Company, Emerson Electric Co., Minnesota Mining and Manufacturing Company, RJR Nabisco and Sara Lee Corporation. She is a member of the International Advisory Board of the New Perspective Fund and a trustee of The CNA Corporation and the National Geographic Society. She is a member of several nonprofit institutions concerned with public policy and serves as non-executive Chairman of the Board of the Baltic-American Enterprise Fund.

James M. Ringler, age 53, Director since 1996, Chairman, President and Chief Executive Officer of Premark International, Inc. Mr. Ringler was President and Chief Operating Officer of the Tappan Company from 1982 to 1986 and President of White Consolidated Industries' Major Appliance Group from 1986 to 1990. Both companies are subsidiaries of Electrolux AB. Mr. Ringler is a director of Reynolds Metals Company, National Association of Manufacturers, the Business Round Table and Evanston Hospital and is a trustee of the Manufacturers' Alliance for Productivity and Innovation and a national trustee of the Boys and Girls Clubs of North America, Midwest Region.

Paul J. Wilhelm, age 57, Director since 1998, President of the U.S. Steel Group of USX Corporation and a Director of USX Corporation. In 1993, he was named President of USS/Kobe Steel Company, the partnership formed by USX Corporation and Kobe Steel, Ltd. He is Chairman of the American Iron & Steel Institute, a board member of the Association of Iron & Steel Engineers and of the Boy Scouts of America and Chairman of the Japan America Society of Pennsylvania. He is a director of the Pittsburgh Civic Light Opera, a member of the Board of Trustees of Carnegie Mellon University and Penn's Southwest Association, a member of the Board of the Duquesne Club and a member of the University of Pittsburgh's Board of Visitors for the Katz School of Business and College of Business Administration.

	W.H.Joyce	J.E.Geoghan	L.P.McMaster	J.C.Soviero	R.B.Staub	J.K.Wulff
No.of Shares	5,410	1,803	1,508	1,540	1,705	1,377
Value on 12/31/98	$229,925	$76,628	$64,090	$65,450	$72,462	$58,522