The Executive Committee may take such actions as the Board delegates to
it, consistent with MGCL. Messrs. Greenfield, John and Wolkowitz serve on the
Executive Committee, with Mr. John serving as Chairman. The Executive Committee
held twelve meetings during fiscal 1995, exclusive of the regular meetings of
the Board of Directors.
Compensation of Directors. Compensation for the non-officer Directors
for fiscal year 1995 was $5,000 per quarter. Directors are reimbursed for travel
and other expenses directly associated with Company business. All fees for
fiscal year 1995 were paid in cash.
Biographical Information. Following are summaries of biographical
information about each current director and director nominee of Key. There are
no family relationships among the persons listed or with any Executive Officer
of Key. The summaries list the names and ages of each person, all positions and
offices with Key, the period(s) during which he has served as such, his business
experience during the past five years and any other directorships held in any
public companies or regulated investment companies. The biographical information
is as of December 15, 1995. Information with respect to the executive officers
(other than Messrs. John and Edwards) is set forth under "Management of Key ."
Francis D. John (42), is the President, Chief Executive Officer, Chief
Financial Officer of Key and, since March 1994, Co-Chair of the Board of
Directors. He has been the President, Chief Financial Officer and a Director of
Key since June 1988. He is also a director of Yale E. Key and Chairman of the
Board of Odessa Exploration and Clint Hurt. Since July 1992, Mr. John has been a
director of Aerosonics Corp., a company which produces components for aircraft.
Van D. Greenfield (50), has been a Director of Key since 1988 and,
since March 1994, has been Co-Chair of the Board of Directors of Key. He has
been the President of Green-Cohn Group, Inc. ("Green-Cohn"), a firm involved in
investment banking, since 1989. Green-Cohn is a member of the National
Association of Securities Dealers. Mr. Greenfield has also served as President
of Van D. Greenfield, Inc. since 1980 and as Chairman of the Board of
Progressive Savings Bank from 1986 until 1990.
William Manly (73), has been a Director of Key since December 1989. He
retired from his position as an Executive Vice President of Cabot Corporation in
1986, a diversified industrial conglomerate, a position he had held since 1978.
Mr. Manly is a Director and a twenty-five percent owner of Metallamics, Inc.,
which is involved with high performance metals and also serves as a Director of
Forge Performance Products, Inc.
Morton Wolkowitz (66), has been a Director of Key since December 1989.
He also serves as a Director of Yale E. Key. From 1988 through 1991 Mr.
Wolkowitz served as the President and Chief Executive Officer of Wolkow Braker
Roofing Corporation, a company that provides a variety of roofing services.
Since July 1992, he has served as a Director of Aerosonics Corp, a company which
produces components for aircraft.