
<PAGE>
                                                                       EXHIBIT 4
 
         PAGES 2 THROUGH 16 OF THE PROXY STATEMENT DATED JUNE 18, 1996
 
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
    The following table sets forth information as of June 3, 1996, with respect
to the only persons known by the Corporation to be the beneficial owners of more
than five percent of its outstanding Common Stock, which is the Corporation's
only class of voting securities.
 
<TABLE>
<CAPTION>
NAME AND ADDRESS                                                                               AMOUNT AND NATURE      PERCENT
OF BENEFICIAL OWNER                                                                         OF BENEFICIAL OWNERSHIP   OF CLASS
------------------------------------------------------------------------------------------  -----------------------   --------
<S>                                                                                         <C>                       <C>
McKesson Corporation .....................................................................           11,624,900         54.5
 One Post Street                                                                                Sole voting and
 San Francisco, CA 94104                                                                       investment power
 
David L. Babson & Co., Inc. ..............................................................            1,193,700(1)       5.6
 One Memorial Drive
 Cambridge, MA 02142
 
RCM Capital Management ...................................................................            1,674,000(2)       7.8
 Four Embarcadero Center
 Suite 3000
 San Francisco, CA 94111
 
Travelers Group Inc. .....................................................................            1,233,070(3)       5.8
 388 Greenwich Street
 New York, NY 10013
</TABLE>
 
------------------------
 
(1) This information is based on a Schedule 13G filed with the Securities and
    Exchange Commission, reporting that as of December 31, 1995, David L. Babson
    & Co., Inc., a registered investment adviser, had sole voting power as to
    546,750 shares, shared voting power as to 646,950 shares, and sole
    dispositive power as to 1,193,700 shares.
 
(2) This information is based on an amendment to a Schedule 13G filed with the
    Securities and Exchange Commission by RCM Capital Management ("RCM"), on its
    own behalf and that of its general partner, RCM Limited L.P., and RCM
    Limited L.P.'s general partner, RCM General Corporation, reporting that as
    of December 31, 1995, RCM, a registered investment adviser, had sole voting
    power as to 1,502,000 shares, shared dispositive power as to 27,000 shares,
    and sole dispositive power as to 1,647,000 shares.
 
(3) This information is based on a Schedule 13G filed with the Securities and
    Exchange Commission, reporting that as of December 31, 1995, Travelers Group
    Inc., a parent holding company, had shared voting and dispositive power as
    to all 1,233,070 shares.
 
    McKesson Corporation ("McKesson") intends to vote its shares in favor of the
nominees for election to the Board of Directors listed herein and for approval
of the proposed amendments to the Corporation's 1986 Stock Option Plan as
described in this Proxy Statement. Since the holders of Common Stock do not have
cumulative voting rights and since McKesson's shares represent more than 50% of
the outstanding shares of Common Stock entitled to be voted at the meeting,
McKesson will be able to elect the entire Board of Directors and approve the
proposed amendments to the 1986 Stock Option Plan.
<PAGE>
                  SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
 
    The following table indicates as to each director and each of the executive
officers named in the Summary Compensation Table who were employed by the
Corporation on March 31, 1996 and as to all directors and officers as a group,
the number of shares and percentage of the Corporation's Common Stock
beneficially owned as of June 3, 1996:
 
<TABLE>
<CAPTION>
                                                                                           AMOUNT AND NATURE OF
NAME                                                                                     BENEFICIAL OWNERSHIP (1)
---------------------------------------------------------------------------------------  -------------------------
<S>                                                                                      <C>
William A. Armstrong...................................................................           --0--
Jon S. Cartwright......................................................................           6,000(2)
Kenneth M. Evans.......................................................................         131,417(2)(3)
David L. Mahoney.......................................................................           --0--
David E. McDowell......................................................................           --0--
Karen Gordon Mills.....................................................................           6,000(2)
Alan Seelenfreund......................................................................           --0--
Michael A. Caron.......................................................................          52,013(2)(3)
Michael G. McCafferty..................................................................           3,000(3)
Donald N. Weinberger...................................................................          32,739(2)(3)
All Directors and Officers as a Group (13 persons).....................................         261,953(2)(3)
</TABLE>
 
------------------------
 
(1) Unless otherwise indicated, the nature of beneficial ownership for all
    shares is sole voting and investment power (or with voting and investment
    power shared with a spouse). The shares represent less than 1% of the
    outstanding shares for every person, and 1.2% for all directors and officers
    as a group.
 
(2) Includes shares that may be acquired within 60 days after June 3, 1996
    through the exercise of stock options granted under the Corporation's 1986
    Stock Option Plan, as follows: Mr. Evans, 90,000; Mr. Caron, 34,938; Mr.
    Weinberger, 23,600; Mr. Cartwright, 5,000; Ms. Mills, 5,000; and all
    directors and officers as a group, 179,338.
 
(3) Includes shares held under the Corporation's Profit-Sharing Investment Plan
    and as to which the participant has sole voting but no investment power, as
    follows: Mr. Evans, 1,297; Mr. Caron, 2,677; Mr. Weinberger, 1,555; and all
    directors and officers as a group, 7,331; 33,050 shares subject to possible
    forfeiture granted to Mr. Evans, 8,600 to Mr. Caron, 3,000 to Mr.
    McCafferty, 5,400 to Mr. Weinberger, and 55,050 shares to all directors and
    officers as a group under the Corporation's 1988 Restricted Stock Plan;
    1,000 shares held in a family trust by a member of the group, as to which
    the holder and his spouse have shared voting and investment power, and 200
    shares held by a member of the group as joint trustee for his minor
    children, as to which shares he disclaims beneficial ownership.
 
                             ELECTION OF DIRECTORS
 
    It is the intention of the persons named in the enclosed form of proxy,
unless authorization to do so is withheld, to vote for the election of the seven
nominees named below, to serve as directors until the next annual meeting of
stockholders and until their successors shall have been elected and qualified.
If any nominee should be unavailable for election, an event which is not
presently anticipated, the proxies will be voted for the election of such other
person or persons as shall be determined by the persons named in the enclosed
form of proxy in accordance with their judgment, or the number of authorized
directors may be reduced.
 
    Following is information concerning the nominees for election at the
meeting. Each nominee has consented to being named in this Proxy Statement and
to serve if elected. All nominees are currently
 
                                       2
<PAGE>
serving as directors and were elected by the stockholders at the 1995 Annual
Meeting. Ages shown are as of June 3, 1996.
 
WILLIAM A. ARMSTRONG
 
    Age 55. Vice President Human Resources and Administration of McKesson since
April 1, 1993; Vice President Administration from January 1992 to April 1993;
Vice President from July 1991 until January 1992; Executive Assistant to the
Office of the Chief Executive from April 1990 until January 1992. Mr. Armstrong
has been a director of the Corporation since 1991 and is a member of the
Compensation Committee.
 
JON S. CARTWRIGHT
 
    Age 59. Director Emeritus and Senior Adviser of the Center for
Telecommunications Management ("CTM"), a research, education and publishing
center affiliated with the University of Southern California ("USC") Graduate
School of Business Administration, since January 1995. Executive Director of CTM
from January 1990 to January 1995; Professor of Management and Organization at
the USC Graduate School of Business Administration from January 1992 to January
1995, and Associate Professor from January 1990 to January 1992. Mr. Cartwright
has been a director of the Corporation since 1993 and is Chairman of the Audit
Committee and a member of the Compensation Committee.
 
KENNETH M. EVANS
 
    Age 54. President and Chief Executive Officer and a director of the
Corporation since April 1991. Mr. Evans is also a director of the O'Brien
Corporation.
 
DAVID L. MAHONEY
 
    Age 41. Vice President of McKesson since 1990, and President of its
Pharmaceutical Services Group since February 1996. Formerly he was President of
McKesson's Healthcare Delivery Systems, Inc. subsidiary from September 1994
until December 1995, and served as Vice President Strategic Planning of McKesson
from July 1990 to September 1994. Mr. Mahoney has been a director of the
Corporation since 1992.
 
DAVID E. MCDOWELL
 
    Age 53. Chairman of the Board since April 1992. Employed as a Senior Adviser
to McKesson Corporation since May 20, 1996; formerly he was President, Chief
Operating Officer and a director of McKesson from January 1992 until he resigned
effective May 20, 1996. Vice President and General Manager, Quality and Chief
Information Officer of International Business Machines Corporation (IBM) from
November 1990 until January 1992; President of IBM's National Service Division
from July 1987 until November 1990. He is also a director of Medaphis
Corporation. Mr. McDowell has been a director of the Corporation since 1992 and
is Chairman of the Compensation Committee and a member of the Audit Committee.
 
KAREN GORDON MILLS
 
    Age 42. President of MMP Group, Inc., a management company providing
consulting and investment banking services, since 1993; Managing Director and
Chief Operating Officer, Industrial Group, E. S. Jacobs & Company, from 1983 to
1993. Director of Triangle Pacific Corp., Arrow Electronics, Inc., Telex
Communications, Inc., and The Scotts Company. Ms. Mills has been a director of
the Corporation since 1994 and is a member of the Audit Committee.
 
                                       3
<PAGE>
ALAN SEELENFREUND
 
    Age 59. Chairman of the Board and Chief Executive Officer of McKesson since
November 1989. He is also a director of McKesson and Pacific Gas and Electric
Company. Mr. Seelenfreund has been a director of the Corporation since 1986.
 
      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    Under the federal securities laws, the Corporation's Directors, its
executive officers and any persons holding (as defined in the rules and
regulations of the Securities and Exchange Commission) more than ten percent of
the Corporation's Common Stock are required to report their initial ownership of
the Corporation's Common Stock and any subsequent changes in that ownership to
the Securities and Exchange Commission (the "Commission"), the NASDAQ Stock
Market and the Corporation. For fiscal year 1996, these filing requirements were
satisfied, except that one director, Jon S. Cartwright, inadvertently failed to
report the transfer of his directly-owned shares to a family trust on Form 5 for
fiscal year 1995, but subsequently reported this transaction on a Form 5 for
fiscal year 1996. In making this disclosure, the Corporation has relied solely
on written representations of its Directors and executive officers and its ten
percent holders and/or copies of the reports that they have filed with the
Commission.
 
               COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
 
    The Board of Directors has designated two standing committees--an Audit
Committee and a Compensation Committee. The members of each standing committee
are appointed by the Board of Directors and serve a term coexistent with that of
the Board that appointed such committee.
 
    The Audit Committee, composed of three directors, held two meetings during
the year ended March 31, 1996. The Audit Committee recommends to the Board the
retention or discharge of the Corporation's independent auditors and reviews the
scope, extent and procedures of the audit and the fees to be paid therefor. The
Committee also reviews the audit results, and approves the audited financial
statements and recommends to the Board their inclusion in the annual report to
stockholders; consults with the independent auditors, the internal auditors and
management on the adequacy of internal accounting controls; and performs such
other functions as may be necessary in the efficient discharge of its duties.
 
    The Compensation Committee, composed of three directors, held five meetings
during the year ended March 31, 1996. The Compensation Committee serves as the
administrative committee for the Corporation's stock option plan, restricted
stock plan, deferred compensation plan, and all other incentive plans; reviews
and makes recommendations to the Board with respect to the salary and other
terms and conditions of employment of the Chief Executive Officer and approves
salaries and other terms and conditions of employment of all other officers and
of other employees of the Corporation above specified salary grades, and
examines and makes recommendations to the Board regarding the Corporation's
overall compensation program for managerial level employees.
 
    The Board of Directors held six meetings during the year ended March 31,
1996. Attendance at Board and Committee meetings combined averaged approximately
94%. Each director, except for Mr. Seelenfreund, attended more than 75% of the
combined total meetings of the Board and Committees of the Board on which the
director served at any time during the year.
 
    The Board of Directors will consider nominees for director recommended by
stockholders. Any stockholder who wishes to recommend a nominee should submit
the recommendation in writing to the Vice President and Corporate Secretary of
the Corporation, c/o McKesson Corporation, One Post Street, San Francisco, CA
94104.
 
                                       4
<PAGE>
                           COMPENSATION OF DIRECTORS
 
    During the fiscal year ended March 31, 1996, each director who was not an
employee of the Corporation or of McKesson received an annual retainer of
$15,000, payable quarterly; a stipend of $1,000 for each Board or Committee
meeting attended; and reimbursement for all expenses incurred in attending such
meetings. Directors who are employees of the Corporation or of McKesson receive
no additional compensation for their services as members of the Board or any
Board committee. In addition, the nonemployee directors also receive
nonqualified stock options under the provisions of the 1986 Stock Option Plan,
which provide that each nonemployee director, on the date of the Annual Meeting
of Stockholders at which he or she is first elected to the Board, is to receive
an option to purchase 5,000 shares of Common Stock, which is immediately
exercisable in full but expires in five equal annual installments. On the date
of each subsequent annual meeting, each continuing nonemployee director
automatically receives an option to purchase an additional 1,000 shares, which
is immediately exercisable in full. Subject to the above-mentioned expiration
provisions, the term of each option is five years.
 
    Under the Corporation's Deferred Compensation Administration Plan (the
"DCAP"), any director entitled to compensation for services as a director may
make an irrevocable election to defer receipt of all or a portion of his or her
annual retainer and meeting fees, (but not less than $5,000), until such person
ceases to be a director or attains age 65, whichever is later, or at such other
time as is specified by the director, after which payments are made in any
number of approximately equal annual installments over such period of years, not
exceeding fifteen, as is elected by the director. In the event of a change in
control of the Corporation (as defined in the DCAP) deferred funds shall be
distributed immediately upon the effective date of the change. One director
currently participates in the DCAP.
 
          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    David E. McDowell, Chairman of the Compensation Committee, is employed by
McKesson as a Senior Adviser, and William A. Armstrong, a member of the
Committee, is Vice President Human Resources and Administration of McKesson. The
third member of the Committee, Jon S. Cartwright, is an independent outside
director. (See the discussion of Certain Relationships and Related Transactions
on page 15.)
 
         REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
 
    The Corporation's executive compensation program is administered by the
Compensation Committee (the "Committee") of the Board of Directors. The
Committee is composed of three directors. One of the members is an employee of
McKesson, one is an officer of McKesson and the third is an independent outside
director. The Committee is responsible for administering the Corporation's stock
option and restricted stock plans, reviewing and making recommendations to the
full Board with respect to the salary, incentive compensation and other terms
and conditions of employment of the Chief Executive Officer and approving
salaries, incentive compensation and other terms and conditions of employment of
the other executive officers named in the Summary Compensation Table (the
"executive officers") and other officers and key employees of the Corporation in
and above specified salary grade levels.
 
    The following report was prepared by the members of the Committee (whose
names appear at the end of the report) to provide the Corporation's stockholders
with an explanation of Armor All's compensation policies, and the criteria used
in designing compensation programs and setting compensation levels for the
executive officers, and specifically, the compensation of the Chief Executive
Officer during fiscal year 1996.
 
    In its deliberations concerning compensation of executive officers, the
Committee considers the following factors: (1) the Corporation's performance in
comparison with previously set objectives and against the prior year's
achievement, (2) the individual performance of each executive officer, (3) a
number of comparative compensation surveys, which are supplied by professional
compensation consultants approved by the Committee and retained by the
Corporation for this purpose, and other material
 
                                       5
<PAGE>
concerning compensation levels and stock grants at similar companies, such as
compensation information disclosed in the proxy statements of other companies,
(4) the overall competitive environment for executives and the level of
compensation needed to attract and retain executive talent, and (5) the
recommendations of professional compensation consultants. Companies used in
comparative analyses for executive compensation purposes are selected with the
assistance of these professional compensation consultants. Such companies
represent a broad cross-section of consumer product companies and are selected
based on a variety of factors including similarity in financial attributes, size
and complexity to the Corporation. The companies used in comparative analyses
for executive compensation purposes include some of the companies in the Peer
Group Index used in the Performance Graph, as well as other companies. The
Committee relies on a broad array of companies in various industries for
comparative analysis of executive compensation because it believes that the
Corporation's competitors for executive talent are more varied than the
companies included in the Peer Group Index chosen for comparing stockholder
return in the Performance Graph.
 
    The Corporation's compensation program is designed to enhance stockholder
value by linking a large part of the executives' compensation directly to
performance. The objective is to provide base salary for executives at
approximately the 60th percentile for executives at similar companies, while
providing an opportunity to achieve total compensation (including base salary,
annual bonus and long-term incentives) at the 75th percentile or above for
exceptional performance.
 
                           COMPONENTS OF COMPENSATION
 
    The Corporation's compensation package consists of base salary, a short-term
incentive plan, and long-term incentives (stock and cash). Base pay is reviewed
annually. Actual base salary is based on individual performance, competitive pay
practices and level of responsibility. Competitive pay practices are determined
through job evaluation and market comparisons. The fiscal year 1996 salaries of
executive officers were determined primarily on the basis of each executive
officer's performance and responsibility, the Corporation's performance, and
competitive salary level market data. Increases in fiscal year 1996 salaries
reflected the Committee's determination that compensation levels should be
increased to remain competitive, given each executive officer's performance, the
Corporation's performance in fiscal year 1996 and the competitive environment
for executive talent.
 
    The Short-Term Incentive Plan ("STIP") rewards participants for reaching
profit targets related to required rates of return. For fiscal year 1996, the
measures included goals for pre-tax income at specified levels of investment.
Individual executives' target values vary by level of responsibility, are set as
a percentage of base salary and are competitive with those paid to executive
officers at companies in the comparison group. The annual incentive award an
executive officer is eligible to receive can range from zero to three times the
incentive award percentage assigned to his or her position. STIP awards were not
paid to the executive officers for fiscal year 1996, because the Company's
financial performance was below the targets set forth in the plan.
 
    The Corporation has three executive compensation plans to help achieve
long-term performance objectives. The three plans are the Stock Option Plan, the
Restricted Stock Plan and the Long-Term Incentive Plan ("LTIP"). One-third of
competitive long-term incentive value is intended to be provided by stock
options, one-third by restricted stock and one-third by the cash LTIP. The LTIP
provides cash awards based solely on the Corporation's results over three-year
periods. Goals for this plan are set annually for the successive three-year
period. These goals are designed to focus an executive officer's attention on
long-term growth balanced with return to stockholders. The measures of financial
performance currently in use for the LTIP are profit before tax in excess of a
specified percentage return on assets employed. LTIP awards were not paid to the
executive officers for the three-year period ended March 31, 1996, because the
Company's financial performance was below the minimum targets required for
payout under the plan. No further performance periods remain open under the LTIP
which has been discontinued as an element of compensation for executive
officers.
 
                                       6
<PAGE>
    In March 1996, the Board of Directors established an incentive plan for
strategic business unit managers, including the named executive officers, except
for Mr. Weinberger, for fiscal year 1997 ("FY1997 Incentive Plan"). The FY1997
Incentive Plan provides for performance awards payable in cash upon achievement
of predetermined earnings per share targets for fiscal year 1997. Payment of the
cash awards, if earned, will be paid in two equal installments--50% at the end
of fiscal year 1997 and 50% at the end of fiscal year 1998.
 
    The Corporation's 1986 Stock Option Plan is designed to strengthen the link
between the interests of stockholders and management. Stock options are
generally granted annually and provide executives a ten-year period, subject to
specified vesting requirements, to purchase shares of Common Stock at the full
market price of the stock on the day the option is granted. Annual grants are
generally equal to the target percent of pay described above modified by
performance. In addition, the Committee considers the size of prior grants, but
does not take into account the number of options currently held by an executive
officer in determining annual award levels. The number of options needed to
provide the target percent of pay is determined by use of a modified
Black-Scholes model for valuing stock options.
 
    The Corporation's 1988 Restricted Stock Plan was established to provide
strong incentive for highly qualified executives to remain with the Corporation
as well as to strengthen their link to stockholders through increased stock
ownership. Grants of restricted stock are considered annually. The current
general practice is for restrictions to lapse only if performance goals are met
during a four-year period. The measure used to determine if restrictions will
lapse on the performance-based shares awarded in fiscal year 1996 will be the
compounded increase in profit before tax over a four-year period.
 
    The Corporation has not yet adopted a policy regarding the recently enacted
$1 million annual limitation on the federal income tax deductibility of
compensation paid to any executive officer. However, it has been determined that
the new limitations did not impact the Corporation in fiscal year 1996. At the
present time, there are no executive officers whose compensation meets or
exceeds the $1 million annual limit nor is it expected that an executive officer
will reach this limit in fiscal year 1997. The Committee's present intention is
to comply with the requirements of Section 162(m) unless the Committee concludes
that required changes would not be in the best interests of the Corporation or
its stockholders.
 
           COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
 
    During fiscal year 1996, the Committee reviewed the performance of the
President and CEO, Kenneth M. Evans, and approved his stock option and
restricted stock awards using the same criteria that were used to determine
awards for the executive officers discussed at the beginning of this report. Mr.
Evans' compensation for fiscal year 1996 is shown in the Summary Compensation
Table on page 11.
 
    On April 1, 1995, the Committee, with the concurrence of the full Board,
increased Mr. Evans' annual salary from $300,000 to $312,000 based on the
Corporation's performance for fiscal year 1995 and competitive market data on
salary levels. Given the Corporation's disappointing operating results in fiscal
year 1996, Mr. Evans, at his request, did not receive a salary increase at the
end of the year. Additionally, since the profit targets established under the
STIP and the performance goals established under the LTIP for the respective
one-year and three-year incentive periods ended March 31, 1996 were not met, no
awards were paid to Mr. Evans under either plan in fiscal year 1996.
 
    The stock option award to Mr. Evans made in January 1996 was based on the
Committee's assessment of his overall performance during a difficult year and on
the Committee's philosophy that stock ownership by management aligns
management's interests more closely with those of the Corporation's
stockholders. The restrictions imposed on the restricted stock award granted to
Mr. Evans in January 1996 will lapse in fiscal year 2000 only if specific
performance objectives for compound growth in profit before tax are met.
 
                                       7
<PAGE>
    It is the Committee's view that the total compensation package for Mr. Evans
was based on an appropriate balance of (1) the Corporation's performance, (2)
his individual performance, and (3) competitive practice.
 
                                          The Compensation Committee
 
                                          David E. McDowell, CHAIRMAN
 
                                          William A. Armstrong
 
                                          Jon S. Cartwright
 
                               PERFORMANCE GRAPH
 
    Set forth below is a line graph comparing the performance of the
Corporation's Common Stock during the period April 1, 1991 through March 31,
1996 with the NASDAQ Stock Market Index, and a peer group composed of the
following seventeen consumer products companies: Alberto-Culver Company, Church
& Dwight Co., Inc., Eljer Industries, Inc., First Brands Corporation, Kimball
International, Inc., Lancaster Colony Corporation, La-Z-Boy Chair Company,
National Presto Industries, Inc., NCH Corporation, Oneida Ltd., Royal Appliance
Mfg. Co., RPM, Inc., The Scotts Company, Stanhome Inc., The Valspar Corporation,
WD-40 Company, and Wynn's International, Inc. The Corporation is not included in
the peer group. Pratt & Lambert, Inc., formerly a member of the peer group, has
been removed because it is no longer a publicly-held company. Total Return
Indices reflect reinvested dividends and are weighted on a market capitalization
basis at the time of each reported data point. The stock price performance
depicted in the performance graphs shown below is not necessarily indicative of
future price performance.
 
                       FIVE-YEAR CUMULATIVE TOTAL RETURN*
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
           ARMOR ALL     NASDAQ COMPOSITE     PEER GROUP
<S>        <C>         <C>                   <C>
1991          $100.00               $100.00       $100.00
1992          $111.40               $127.45       $118.49
1993          $181.94               $146.51       $123.26
1994          $191.07               $158.15       $126.24
1995          $220.05               $175.93       $128.51
1996          $173.91               $238.88       $150.50
</TABLE>
 
------------------------
 
* Assumes $100 invested in Armor All Common Stock and in each index on March 31,
  1991 and that all dividends are reinvested.
 
                                       8
<PAGE>
                           SUMMARY COMPENSATION TABLE
 
    The following table sets forth the compensation for services in all
capacities to the Corporation for the three fiscal years ended March 31, 1994,
1995 and 1996 of the Chief Executive Officer, and each of the other four most
highly compensated executive officers of the Corporation in fiscal year 1996.
 
<TABLE>
<CAPTION>
                                                                                        LONG-TERM COMPENSATION
                                                                                  -----------------------------------
                                                                                           AWARDS
                                                   ANNUAL COMPENSATION            ------------------------   PAYOUTS
                                         ---------------------------------------  RESTRICTED                ---------
                                                                   OTHER ANNUAL      STOCK                    LTIP       ALL OTHER
NAME AND                                                           COMPENSATION     AWARDS      OPTIONS/     PAYOUTS   COMPENSATION
PRINCIPAL POSITION(1)           YEAR     SALARY ($)    BONUS ($)      ($)(2)        ($)(3)      SARS (#)       ($)        ($)(4)
----------------------------  ---------  -----------  -----------  -------------  -----------  -----------  ---------  -------------
<S>                           <C>        <C>          <C>          <C>            <C>          <C>          <C>        <C>
Kenneth M. Evans, ..........       1996   $ 312,000    $       0     $  35,428(5)  $  81,875       15,000   $       0    $  13,646
  President and CEO                1995     300,000      170,000        --           118,250       20,000       1,530       50,154
                                   1994     285,000      290,000        --           347,900       15,000     112,500       32,508
 
Michael G. McCafferty, .....       1996     134,615            0        --            49,125       35,000           0            0
  Executive Vice President
  and Chief Financial
  Officer(6)
 
Michael A. Caron, ..........       1996     177,500            0        --            32,750        6,500           0       10,298
  Senior Vice President and        1995     169,000       47,000        --            43,000        7,000      44,800       37,247
  President of Armor All           1994     163,600       54,000        --            43,050        3,000      56,900       21,332
  International
 
Donald N. Weinberger, ......       1996     151,000            0        --                 0            0           0        9,268
  Vice President
  Operations(6)
 
Steven L. Kliff, ...........       1996     165,212            0        --                 0            0           0        4,685
  Senior Vice President            1995     175,000       47,000        --            43,000        6,500      41,000       29,413
  Consumer Products(6)             1994     158,250       70,000        --            61,500        5,000           0        9,368
</TABLE>
 
------------------------------
 
(1) Mr. McDowell, who serves as Chairman of the Board of the Corporation,
    receives no compensation from the Corporation.
 
(2) Except as noted in the footnotes below, the dollar value of perquisites and
    other personal benefits for each named executive officer during fiscal year
    1996 was less than established reporting thresholds.
 
(3) All shares awarded in fiscal years 1996 and 1995 were performance-based and
    the restrictions will lapse at the end of fiscal years 2000 and 1999,
    respectively, if the Corporation meets specified financial goals. Of the
    restricted shares awarded in fiscal year 1994, 12,500 shares awarded to Mr.
    Evans, are being released in annual increments of 25% beginning one year
    after the date of the award, provided that Mr. Evans remains in the employ
    of the Corporation on the dates on which the restrictions lapse. The
    remaining restricted shares awarded in fiscal year 1994 were
    performance-based and will be released at the end of fiscal year 1998 if the
    Corporation attains a specified goal of compounded growth in profit before
    tax for the four-year period ending on March 31, 1998. Dividends are paid on
    the shares at the same rate as paid to all other stockholders. The 1988
    Restricted Stock Plan provides that, in the event of a change in control of
    the Corporation or of McKesson (as defined in the plan), all restrictions on
    outstanding restricted stock grants shall immediately lapse. As of March 31,
    1996, the number of shares of restricted stock outstanding to each named
    executive officer and the market value of the shares (based upon the closing
    stock price of $16.375 on Friday, March 29, 1996), respectively, were as
    follows: Mr. Evans, 33,050 and $541,194; Mr. McCafferty, 3,000 and $49,125;
    Mr. Caron, 8,600 and $140,825; Mr. Weinberger, 5,400 and $88,425; and Mr.
    Kliff, 0 and $0.
 
(4) For fiscal year 1996, includes the aggregate value of (i) the Corporation's
    matching stock contributions under the Profit-Sharing Investment Plan
    ("PSIP"), a plan designed to qualify as an employee stock ownership plan
    under the Internal Revenue Code (the "Code"), allocated to the accounts of
    the named executive officers, as follows: Mr. Evans, $1,800; Mr. Caron,
    $1,800; and Mr. Weinberger, $1,800; (ii) employer matching cash
    contributions under the Supplemental PSIP, an unfunded, nonqualified plan
    established because of limitations on annual contributions to the PSIP
    contained in the Code, as follows: Mr. Evans, $4,794; Mr. Caron, $908; and
    Mr. Weinberger, $780; (iii) stock contributions made by McKesson to the
    named executives' ESOP accounts under the McKesson PSIP, as follows: Mr.
    Evans, $7,052; Mr. Caron, $7,120; Mr. Weinberger, $6,688; and Mr. Kliff,
    $4,685; and (iv) above-market interest accrued on deferred compensation for
    Mr. Caron in the amount of $470.
 
(5) Includes $13,618 imputed interest on the loan to Mr. Evans described under
    "Indebtedness of Executive Officers" on page 15.
 
(6) Mr. McCafferty's employment with the Corporation commenced on September 11,
    1995; Mr. Weinberger became an executive officer on September 1, 1995; and
    Mr. Kliff's employment with the Corporation terminated on January 31, 1996.
 
                                       9
<PAGE>
                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                             INDIVIDUAL GRANTS
                                        ------------------------------------------------------------
                                                           % OF TOTAL                                 GRANT DATE VALUE
                                                         OPTIONS GRANTED   EXERCISE OR                ----------------
                                         OPTIONS/SARS     TO EMPLOYEES     BASE PRICE    EXPIRATION      GRANT DATE
NAME                                    GRANTED (#)(1)   IN FISCAL YEAR      ($/SH)         DATE      PRESENT VALUE(2)
--------------------------------------  ---------------  ---------------  -------------  -----------  ----------------
<S>                                     <C>              <C>              <C>            <C>          <C>
Kenneth M. Evans......................        15,000             7.16       $   16.00       1/23/06     $     60,720
Michael G. McCafferty.................        25,000            11.93           17.50       9/20/05          110,688
                                              10,000             4.77           16.00       1/23/06           40,480
Michael A. Caron......................         6,500             3.10           16.00       1/23/06           26,312
Donald N. Weinberger..................         --0--               --0--        --0--         --0--            --0--
Steven L. Kliff.......................         --0--            --0--            --0--        --0--            --0--
</TABLE>
 
------------------------
 
(1) During fiscal year 1996, options to purchase an aggregate of 211,500 shares
    were granted to 59 optionees at option prices ranging from $16.00 to $19.25
    with a weighted average option price of $16.48. All options granted to
    employees are for ten-year terms and are granted at fair market value and
    exercisable in installments of 25% per year beginning one year after the
    date of grant, except that the grant of 25,000 shares to Mr. McCafferty on
    September 20, 1995, at the exercise price of $17.50 per share, vests in full
    on the first anniversary of the date of grant. Optionees may satisfy the
    exercise price by submitting currently owned shares and/or cash. Income tax
    withholding obligations may be satisfied by electing to have the Corporation
    withhold shares otherwise issuable under the option with a fair market value
    equal to such obligations. The Corporation has not granted any stock
    appreciation rights.
 
(2) In accordance with Securities and Exchange Commission rules, a modified
    Black-Scholes option pricing model was chosen to estimate the grant date
    present value of 25.3% for the options set forth in this table. The
    assumptions used in calculating the reported value include: stock
    volatility, 35.09%; interest rate, 5.65%; annual dividend, $.64; exercise
    period, 10 years; reductions of approximately 9.61% to reflect the
    probability of forfeiture due to termination prior to vesting, and
    approximately 10.37% to reflect the probability of a shortened option term
    due to termination of employment prior to the option expiration date. The
    Corporation does not believe that the Black-Scholes model, or any other
    model, can accurately determine the value of an option. Accordingly, there
    is no assurance that the value realized by an executive, if any, will be at
    or near the value estimated by the Black-Scholes model. Future compensation
    resulting from option grants is based solely on the performance of the
    Corporation's stock price.
 
                                       10
<PAGE>
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES
 
<TABLE>
<CAPTION>
                                   SHARES                       NUMBER OF UNEXERCISED        VALUE OF UNEXERCISED
                                 ACQUIRED ON       VALUE      OPTIONS AT FISCAL YEAR-END   IN-THE- MONEY OPTIONS AT
                                  EXERCISE       REALIZED                (#)                FISCAL YEAR-END ($)(1)
                                -------------  -------------  --------------------------  --------------------------
NAME                             EXERCISABLE   UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE
------------------------------  -------------  -------------  -----------  -------------  -----------  -------------
<S>                             <C>            <C>            <C>          <C>            <C>          <C>
Kenneth M. Evans..............          --0--   $     --0--       90,000        45,000     $ 305,000     $   5,625
Michael G. McCafferty.........        --0--           --0--        --0--        35,000         --0--         3,750
Michael A. Caron..............          --0--         --0--       34,938        15,312        86,581         2,438
Donald N. Weinberger..........         2,825         16,306       23,600         6,875        10,781         --0--
Steven L. Kliff...............          --0--         --0--       18,563         --0--        34,125         --0--
</TABLE>
 
------------------------
 
(1) Calculated based upon the fair market value share price of $16.375 on
    Friday, March 29, 1996, less the share price to be paid on exercise. There
    is no guarantee that if and when these options are exercised they will have
    this value.
 
                      EMPLOYMENT CONTRACTS AND TERMINATION
                OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
 
    The Corporation does not have employment agreements with its executive
officers. However, as of April 1, 1994 it entered into termination agreements
with Messrs. Evans and Kliff providing for payment of severance benefits upon
their termination of employment following a "change in control" of the
Corporation (defined in the agreements as the occurrence of certain specified
events). Mr. Kliff's agreement was cancelled when his employment terminated on
January 31, 1996. Mr. Evans' agreement, which will remain in effect until
terminated by the Board of Directors, provides for the payment of benefits upon
a change in control of the Corporation or of McKesson and actual or constructive
termination of employment within two years of such change. In the event of
termination of employment under the agreement, the Corporation shall pay to the
executive as severance pay in a cash lump sum an amount equal to 2.99 times his
"severance pay base", subject to adjustment as described below. "Severance pay
base" means the executive's "base amount" determined under Section 280G of the
Internal Revenue Code. The amount of severance benefits paid shall be no higher
than the amount that is not subject to disallowance of deduction under Section
280G of the Internal Revenue Code. Accrual of service for Mr. Evans would
continue under the McKesson Executive Benefit Retirement Plan and he would
continue to participate in the McKesson Executive Medical Plan and Executive
Survivor Benefits Plan for a minimum of twelve months, plus one month for each
year of service with a maximum benefit of twenty-four months.
 
    For purposes of the termination agreements, a "change in control" is
generally deemed to occur if (a) any person (as defined in the Securities
Exchange Act of 1934, as amended) excluding the Corporation or any of its
subsidiaries, a trustee or any fiduciary holding securities under an employee
benefit plan of the Corporation or any of its subsidiaries, an underwriter
temporarily holding securities pursuant to an offering of such securities or a
corporation owned, directly or indirectly, by stockholders of the Corporation in
substantially the same proportions as their ownership of the Corporation, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing 30%
or more of the combined voting power of the Corporation's then outstanding
securities; or (b) during any period of not more than two consecutive years,
individuals who at the beginning of such period constitute the Board and any new
director (other than a director designated by a person who has entered into an
agreement with the Corporation to effect a transaction described in clause (a),
(c) or (d) of this paragraph) whose election by the Board or nomination for
election by the Corporation's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or (c) the
 
                                       11
<PAGE>
shareholders of the Corporation approve a merger or consolidation of the
Corporation with any other corporation, other than (i) a merger or consolidation
which would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation, at least
50% of the combined voting power of the voting securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Corporation (or similar transaction) in which no person
acquires more than 50% of the combined voting power of the Corporation's then
outstanding securities; or (d) the shareholders of the Corporation approve a
plan of complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets.
 
    On April 1, 1996 the Corporation entered into a settlement agreement with
Mr. Kliff, in connection with the termination of his employment (the
"Agreement"), whereby it agreed to pay to Mr. Kliff the cash sums of (i)
$350,000 in settlement of certain claims, and (ii) $5,563 in reimbursement for
the cost of six months of premiums on an HMO medical/group health insurance
policy. The Agreement also provides for the extension until June 30, 1996 of the
period within which Mr. Kliff may exercise all stock options which were
exercisable on the date his employment terminated, and the waiver by the
Corporation of $11,095 in interest on his outstanding loan (see "Indebtedness of
Executive Officers" on page 15). The Agreement also contains standard provisions
such as a mutual release of claims, continuing confidentiality obligations as to
the terms of the Agreement, except as required by law, and protection of
proprietary information.
 
                                RETIREMENT PLAN
 
    Employees of the Corporation participate in the McKesson Corporation
Retirement Plan (the "McKesson Plan"). The costs of participation in the
McKesson Plan are paid by the Corporation.
 
    The table below illustrates, as of March 31, 1996, the estimated annual
benefits payable upon retirement at age 65 under the McKesson Plan in the
specified compensation and years-of-service classifications. The benefits are
computed as single life annuity amounts.
 
<TABLE>
<CAPTION>
                                                                                     YEARS OF SERVICE
                                                                        ------------------------------------------
FIVE YEAR AVERAGE COMPENSATION                                             15         20         25         30
----------------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                     <C>        <C>        <C>        <C>
$150,000..............................................................  $  29,432  $  39,242  $  49,053  $  58,864
 200,000..............................................................     29,432     39,242     49,053     58,864
 300,000..............................................................     29,432     39,242     49,053     58,864
 400,000..............................................................     29,432     39,242     49,053     58,864
 500,000..............................................................     29,432     39,242     49,053     58,864
 600,000..............................................................     29,432     39,242     49,053     58,864
 700,000..............................................................     29,432     39,242     49,053     58,864
</TABLE>
 
    Annual benefits are generally equal to a percentage of final average pay
(averaged over the highest consecutive five-year period out of the last 15 years
of service preceding retirement) up to Covered Compensation (the average of the
Social Security wage bases over the 35 year period ending with the year the
participant attains or will attain Social Security Retirement Age) plus a
percentage of final average pay exceeding Covered Compensation, the total of
which is multiplied by years of creditable service up to a maximum of 30 years.
Compensation covered under the McKesson Plan is defined as base pay plus
overtime and/or annual bonus as disclosed in the Summary Compensation Table for
the named executive officers and as limited by Internal Revenue Code Section
401(a)(17).
 
    As of March 31, 1996, the following individuals had the number of years of
creditable service indicated: Mr. Evans, 5 years; Mr. McCafferty, 0 years; Mr.
Caron, 11 years; and Mr. Weinberger, 7 years.
 
                                       12
<PAGE>
    Mr. Evans also participates in the McKesson Corporation 1984 Executive
Benefit Retirement Plan (the "EBRP"). The benefit under the EBRP is a percentage
of final average pay based on years of service or is determined by the Board of
Directors. The maximum benefit is 60% of final average pay. The total paid under
the EBRP is not reduced by Social Security benefits but is reduced by those
benefits payable on a single life basis under the McKesson Plan. Based on
retirement at age 65, the annual combined benefit payable to Mr. Evans under the
McKesson Plan and the EBRP would be approximately $290,885.
 
                       INDEBTEDNESS OF EXECUTIVE OFFICERS
 
    During fiscal year 1996 Mr. Evans' maximum aggregate indebtedness to the
Corporation, and the amount outstanding at May 15, 1996, was $400,000. This
amount relates to an interest-free loan extended to Mr. Evans and secured by a
deed of trust on certain residential property owned him. The principal amount of
the loan is payable upon the earlier of (i) termination of Mr. Evans' employment
with the Corporation, or (ii) sale of the property, unless the loan is then
secured by a separate deed of trust on real property purchased by Mr. Evans as
his principal residence.
 
    A loan in the amount of $300,000 to finance home repair and improvements was
extended to Mr. Kliff in a prior fiscal year. The loan required annual interest
payments at the rate of 4% per annum. Mr. Kliff's maximum aggregate indebtedness
to the Corporation during fiscal year 1996 was $300,000 and the amount
outstanding at March 31, 1996 was $196,000. Under the terms of his Agreement
with the Corporation (see discussion under "Employment Contracts and Termination
of Employment and Change in Control Arrangements" on page 13), this balance was
paid in full in April 1996.
 
    No other director or executive officer was indebted to the Corporation in an
amount exceeding $60,000 at any time during fiscal year 1996.
 
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    On July 1, 1986, the Corporation entered into a Services Agreement, (the
"Agreement") with McKesson, of which Mr. Seelenfreund is an officer and
director, Messrs. Armstrong and Mahoney are officers and Mr. McDowell is a
Senior Adviser. Pursuant to the Agreement, McKesson has agreed to provide
certain corporate staff services to the Corporation. For the fiscal year ended
March 31, 1996, the amount charged the Corporation by McKesson for such services
was $519,000, exclusive of insurance and outside professional services that are
billed separately. This charge is modified annually to reflect changes in
McKesson's costs of providing these services. Such services include treasury and
financial, legal, corporate secretary, tax, internal audit, planning and
corporate development, accounting advice, and employee benefit, personnel and
payroll services. The Corporation can request, and McKesson may provide, data
processing, computer programming and other services to supplement the
capabilities of the Corporation. McKesson has agreed to make available to the
Corporation certain employee benefit plans and also has agreed to allow
Corporation employees to continue to participate in McKesson's retirement plan
and employee stock ownership plans. The Corporation has agreed to contribute
annually to the plans the amount necessary to fund employee participation. The
Corporation is also insured under McKesson's property and casualty insurance
program for limits of liability and deductibles deemed appropriate for the
Corporation's risk exposures and size. Premiums are based on the Corporation's
risk exposure and historical loss experience.
 
    The Agreement is automatically renewed for successive one-year terms unless
terminated and is reviewed annually by the Corporation's Chief Financial Officer
with the independent nonemployee directors. The Agreement will be terminated if
McKesson should own less than a majority of the outstanding voting stock of the
Corporation, or upon 120 days' prior written notice by either party, or upon
such earlier date as the parties may mutually agree to in writing. The Agreement
provides that McKesson's liability with respect to any loss or damages arising
in connection with the provision of services to the Corporation is limited to
amounts billed for such services.
 
                                       13
<PAGE>
    Pursuant to the Agreement, the Corporation's U.S. operations participate on
a daily basis in a cash management program administered by McKesson. Under this
arrangement, the Corporation invests any excess cash under the cash management
program, has access to the cash invested and meets cash requirements through
borrowing from McKesson. All amounts invested with McKesson are deposited in a
separate bank account in the Corporation's name. The Corporation receives
interest from McKesson on funds deposited under the program, or pays interest to
McKesson on funds borrowed, at a rate equal to the monthly Federal Reserve
Composite Rate for 7-day commercial paper less one-tenth of one percent for
funds deposited under the program and plus one-half of one percent for funds
borrowed from McKesson. The Agreement provides that McKesson will make available
that amount of cash necessary to provide the Corporation with sufficient funds
to meet its needs as defined in its annual capital and operating budget and that
the Corporation will pay McKesson an annual credit facility fee of $25,000. At
March 31, 1996, the Corporation had invested $17,359,000 under the cash
management program at an interest rate of 5.3%. The maximum amount invested by
the Corporation under the cash management program at any month end during the
fiscal year ended March 31, 1996 was $37,875,000. In the fiscal year ended March
31, 1996, the Corporation received from McKesson net interest in the amount of
$1,486,000 pursuant to this arrangement.
 
    Under the terms of the Acquisition Agreement dated July 1, 1986 pursuant to
which McKesson transferred the business of its Armor All Products Division to
the Corporation (the "Acquisition Agreement"), McKesson and the Corporation have
agreed that, so long as McKesson owns at least a majority of the outstanding
voting stock of the Corporation, McKesson will refer to the Corporation any
business opportunities McKesson deems appropriate concerning appearance
protection products applicable to the automotive aftermarket. McKesson has
complete discretion to determine which products or ideas the Corporation may
develop or fund. McKesson has not established objective criteria to utilize in
exercising its discretion. Such determinations will be made on a case-by-case
basis as such opportunities arise. McKesson has no obligation to refer to the
Corporation ideas or products whether or not related to appearance protection
products applicable to the automotive aftermarket. McKesson is currently in the
business of distributing appearance protection products, and will continue to be
entitled to distribute such products and any other products it deems
appropriate. The Corporation is entitled to retain and develop any product or
idea within the scope of its intended operations which it develops through its
own facilities or staff. McKesson is not obligated to fund, or permit the
Corporation to fund, development of any product or idea, if McKesson concludes
that such development is not in the Corporation's best interests.
 
                                       14
