BOARD OF DIRECTORS

TXI is the leading supplier of building materials, primarily cement, aggregate, concrete products and structural steel. The company's strategy focuses on achieving leadership positions in desirable markets while maintaining a low-cost profile with above average profit margins. Both are enhanced by the innovations of creative employees.

TXI's primary cement markets are Texas and California, the two largest cement markets in the U.S. TXI is the largest cement producer in Texas with two cement plants. In North Texas TXI operates the TXI Midlothian Cement plant and in South Texas the TXI Hunter Cement plant in New Braunfels. These strategically located plants provide coverage of the State's largest cement needs including Dallas/Fort Worth, Central Texas and Houston.

In addition to cement, TXI is also the second largest supplier of structural steel in North America, providing materials to nonresidential construction markets throughout North America. The company has embarked on a strategy to increase cement capacity and structural steel production. The TXI Midlothian Cement expansion has increased its Texas cement capacity by 78 percent and concurrently improved production efficiencies.

Through creative innovations, TXI developed the patented CemStar process. This process uses a co-product of steel-making to increase cement production and reduce emissions, all at little cost. TXI received an EPA award for the process, which can increase cement production by as much as 15 percent. IN TXI's cement plants production was increased by about 10 percent. The process is currently licensed to other cement companies.

Visit www.txi.com for more information.