AutoZone Inc.

Mr. Robert R. Grusky is the Founder and Managing Member of Hope Capital Management, LLC, an investment manager, since 2000. He co-founded New Mountain Capital, LLC, a private equity firm, in 2000 and was a Principal and Member from 2000 to 2005, and has been a Senior Advisor since then. From 1998 to 2000, Mr. Grusky served as President of RSL Investments Corporation. From 1985 to 1997, with the exception of 1990 to 1991 when he was on a leave of absence to serve as a White House Fellow and Assistant for Special Projects to the Secretary of Defense, Mr. Grusky served in a variety of capacities at Goldman, Sachs & Co., first in its Mergers & Acquisitions Department and then in its Principal Investment Area. He is also on the Board of Directors of AutoNation, Inc., and AutoZone, Inc., as well as a member of the Board of Trustees of Hackley School. Mr. Grusky has served on the Board since 2001, and is a member of the Audit Committee of the Board. He holds a bachelor s degree in history from Union College and an MBA from Harvard University. Mr. Robert L. Johnson is the Founder and Chairman of The RLJ Companies, which owns or holds interests in companies operating in the banking/financial services, real estate, hospitality, professional sports, film production, gaming and automotive industries. Mr. Johnson is the founder of Black Entertainment Television (BET), a subsidiary of Viacom and the leading African-American operated media and entertainment company in the United States, and served as its Chief Executive Officer until January 2006. In 2002, Mr. Johnson became the first African-American majority owner of a major sports franchise, the Charlotte Bobcats of the NBA. From 1976 to 1979, he served as Vice President of Governmental Relations for the National Cable & Telecommunications Association (NCTA). Mr. Johnson also served as Press Secretary for the Honorable Walter E. Fauntroy, Congressional Delegate from the District of Columbia. He also serves on the following boards: KB Home, Lowe s Companies, Inc., NBA Board of Governors, Deutsche Bank Advisory Committee, The Business Council, The Johns Hopkins University, and the Smithsonian Institution s National Museum of African American History and Culture. Mr. Johnson has served on the Board since 2003, and is a member of the Compensation Committee of the Board. He holds a bachelor s degree in social studies from the University of Illinois and a master s degree in international affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University.

William C. Crowley, 48, was previously Senior Vice President, Finance and a director of Kmart, and had served as an officer of Kmart since 2003. Mr. Crowley has also served as the President and Chief Operating Officer of ESL Investments, Inc., a private investment firm, from 1999 to present. He is a director of AutoNation, Inc. In 1988, Richard C. Perry, 51, co-founded Perry Capital, which has grown to an $11 billion private investment management firm. Prior to 1988, Richard worked in the equity arbitrage area of Goldman, Sachs & Co. He was also an adjunct associate professor at the Stern School of Business at New York University, where he taught a course in the finance department. Richard serves on the board of directors of Radio & Records, Inc. and Endurance Specialty Insurance, Ltd. Richard is a member of the boards of trustees of the Allen Stevenson School, Milton Academy, Facing History and Ourselves, Harlem Children's Zone and the University of Pennsylvania. He also serves on the Undergraduate Executive Board of the University of Pennsylvania's Wharton School. He earned an MBA at New York University's Stern School of Business in 1980, and a BS at the University of Pennsylvania's Wharton School in 1977. Mr. Mnuchin, 43, is Chairman and Co-Chief Executive Officer of Dune Capital Management LP. Prior to this he was CEO of SFM Capital Management LP (an investment advisor to Soros Credit and SFM Capital). Prior to SFM, he served as Vice Chairman of ESL Investments. Prior to ESL, Mr. Mnuchin spent 17 years at Goldman Sachs where he had broad-based management and investment responsibilities. Prior to his departure from Goldman, Mr. Mnuchin was an Executive Vice President, the firm's Chief Information Officer, and a member of the firm's Management Committee. He is a member of the Yale Development Board, Riverdale Country School Board, Hirshhorn Museum and Sculpture Garden Board, Whitney Museum of American Art Board, and New York Presbyterian Hospital Board.

Luis P. Nieto, Jr. , 53, is President of the Consumer Foods Group for ConAgra Foods Inc., one of the largest packaged foods companies in North America. Prior to joining ConAgra, Mr. Nieto was President and Chief Executive Officer of the Federated Group, a leading private label supplier to the retail grocery and foodservice industries from 2002 to 2005. From 2000 to 2002, he served as President of the National Refrigerated Products Group of Dean Foods Company. Prior to joining Dean Foods, Mr. Nieto held positions in brand management and strategic planning with Mission Foods, Kraft Foods and the Quaker Oats Company. Mr. Nieto was elected to the Board of Directors in February 2007 and is a member of the Audit Committee and the Governance Committee. Mr. Nieto serves on the Board of Directors of AutoZone, Inc. and is a member of the University of Chicago s College Visiting Committee.

Mr. Rice is a member of the firm's management committee. Mr. Rice represents corporations and insurance companies in commercial and personal injury liability claims throughout New York state, with a particular emphasis over the past 20 years on the defense of residential property owners and managers in lead poisoning and toxic mold cases. His practice also includes the defense of residential and commercial property owners and managers in toxic tort matters dealing with sick buildings, multi-chemical sensitivities, and asbestos abatement. Among Mr. Rice's current corporate clients are Regal Entertainment Group, AutoZone, Inc. and Rollins Trucking. Mr. Rice remains active in the defense of labor law construction cases. In the past, he has defended manufacturers and distributors of computer keyboards and mouse devices in repetitive stress injury cases, as well as medical device products liability and medical malpractice matters.

Until 2002, George R. Mrkonic was Vice Chairman of Borders Group, Inc., (BGI) the second largest book retailer in the U.S. He joined BGI in 1994 as President and Vice Chairman. Mr. Mrkonic began his retail career in 1978 and has led several retail companies including Herman's Sporting Goods, Eyelab and Kmart's Specialty Retailing Group. He acquired Borders for Kmart in 1992, merged it with Waldenbooks and subsequently took the combined entity public in 1995. Mr. Mrkonic led Borders international growth, which now includes strong positions in the United Kingdom, Australia, Singapore and New Zealand. Mr. Mrkonic is Chairman of Paperchase (a UK gifts and stationery retailer), Lead Director of Guitar Center, Inc. and a director of a variety of other retail and consumer-oriented companies. Mr. Mrkonic graduated from Stanford University in 1974 with an MA and BA in Economics, and received an MBA from Harvard Graduate School of Business Administration in 1978.

Jon started his career with AutoZone in 1989 as a Senior Project Manager. Prior to joing AutoZone, Jon worked for Malone & Hyde, the AutoZone predecessor company, for 9 years. For the past 27 years, Jon has worked in a variety of leadership roles in applications development, infrastructure, and technology support, eventually leading to Vice President, Information Technology in 1996. In addition, Jon is also ASE certified.

Harry L. Goldsmith was elected Executive Vice President, Secretary, General Counsel, and Loss Prevention in 2005. Previously he was Senior Vice President, General Counsel and Secretary from 1996 to 2005, and Vice President, General Counsel from 1993 to 1996.

James A. Shea was elected Executive Vice President–Merchandising and Marketing during fiscal 2005. He was President and Co-founder of Drop Shop Store during 2004. Prior to 2004, he was Chief Executive Officer of Party City from 1999 to 2003. From 1995 to 1999, he was President of Lechter’s Housewares.

Robert D. Olsen was elected Executive Vice President in 2005. Previously he was Senior Vice President, Mexico and Store Development from 2000 to 2005. From 1993 to 2000, Mr. Olsen was Executive Vice President and Chief Financial Officer of Leslie's Poolmart. From 1985 to 1989, Mr. Olsen held several positions with AutoZone, including Controller, Vice President - Finance, and Senior Vice President and Chief Financial Officer.

Bradley W. Bacon was elected Executive Vice President-Store Operations and Commercial in fiscal 2005. Previously, Mr. Bacon held the positions of Senior Vice President - Retail Operation and Vice President-General Manager, Retail Operations since joining AutoZone in fiscal 2003. Prior to that time, he was Executive Vice President - Operations for Tops Markets LLC since 2000 and was Senior Vice President- Operations for First National Supermarkets from 1996 to 1999.

Thomas B. Newbern was elected Senior Vice President - Store Operations in March 2007. Previously, Mr. Newbern held the title Vice President Store Operations for AutoZone since 1998. A twenty-one year AutoZoner, he has held several key management positions with the Company.

Timothy W. Briggs was elected Senior Vice President in 2005. From 2002 to 2005, he held the positions of Vice President, Organization Development and Vice President, Field Human Resources. Prior to AutoZone, Tim held the position of Vice President, Human Resources for Limited, Inc.

Charlie Pleas, III, was elected Senior Vice President and Controller during fiscal 2007. Previously, he was Vice President, Controller since 2003, and before that Vice President-Accounting since 2000, and Director of General Accounting since 1996. Prior to that, Mr. Pleas was a Division Controller with Fleming Companies, Inc. where he served in various capacities from 1988.

N. Gerry House, 58, has been a Director since 1996. She has been the President and Chief Executive Officer of the Institute for Student Achievement since 2000. Previously, she was the Superintendent of the Memphis, Tennessee City School System since 1992.

Sue E. Gove has been an independent consultant since April 2006, serving clients in specialty retail and private equity. She has been a member of the Board of Directors of AutoZone, Inc. since 2005 and also serves on its audit committee and nominating and governance committee. She was Executive Vice President and Chief Operating Officer of Zale Corporation from 2002 to March 2006 and a director of Zale Corporation from 2004 to 2006. She was Executive Vice President, Chief Financial Officer of Zale Corporation from 1998 to 2002 and remained in the position of Chief Financial Officer until 2003.

Theodore W. Ullyot , 41, has been a director since December 2006. He has been the Vice President and General Counsel of Facebook, Inc. since October 2008. Previously, Mr. Ullyot was a partner in the Washington, D.C. office of Kirkland & Ellis LLP from May 2008 through October 2008. He was the Executive Vice President and General Counsel of ESL Investments, Inc., a private investment firm, from October 2005 to April 2008. Mr. Ullyot served in the George W. Bush Administration from January 2003 to October 2005, including as Chief of Staff at The Department of Justice and as a Deputy Assistant and an Associate Counsel to the President of the United States. Earlier in his career, he was General Counsel of AOL Time Warner Europe, an attorney at Kirkland & Ellis LLP, and a law clerk to Supreme Court Justice Antonin Scalia.