AMERICAN CAPITAL STRATEGIES LTD 2 by Ya3LX0g

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									                                                                                    AMERICAN CAPITAL
                                                                               STRATEGIES, LTD. 2 BETHESDA
                                                                                METRO CENTER, 14th FLOOR
                                                                                BETHESDA, MARYLAND 20814
                                                                                  www.americancapital.com
                                                                                      (301) 951-6122

            Number Number                                                                                                                               Last
Public or
                of    of Female Names of Directors   Age/Term/Expiration            Background Information               Board Compensation           Updated/
 Private
            Directors Directors                                                                                                                        Source

                                                                               Mr. Harper has served as Chairman
                                                                                                                           From January 1, 2007,
                                                                              of US Investigations Services, Inc., a
                                                                                                                       through June 30, 2007, non-
                                                                              private investigations company, since
                                                                                                                          employee directors were
                                                                                1996. From 1996 to 2005, he was
                                                                                                                       paid a retainer for service on
                                                                               also the Chief Executive Officer and
                                                                                                                       the Board of Directors at the
                                                                                  President of US Investigations
                                                                                                                          rate of $75,000 per year,
                                                                              Services, Inc. From 1991 to 1994, Mr.
                                                                                                                         with the lead director and
                                                     64/ Director since 1997/ Harper served as President of Wells
 Public        7         1       Philip R. Harper                                                                            members chairing a        2008 Proxy
                                                          Expires 2009        Fargo Alarm Services. From 1988 to
                                                                                                                           committee receiving an
                                                                              1991, Mr. Harper served as President
                                                                                                                       additional retainer at the rate
                                                                                  of Burns International Security
                                                                                                                           of $10,000 per year. In
                                                                                Services—Western Business Unit.
                                                                                                                         addition, from January 1,
                                                                               Mr. Harper served in the U.S. Army
                                                                                                                           2007, through June 30,
                                                                                   from 1961 to 1982, where he
                                                                                                                             2007, non-employee
                                                                                commanded airborne infantry and
                                                                                                                         directors received a fee of
                                                                                         intelligence units.
                                                                                                                        $2,500 for attending Board
                                                                                                                        or committee meetings and
                                                                                                                        certain other meetings, with
                                                                                                                         approval of the Chairman.
                                                                                                                            As of July 1, 2007, the
                                                                                                                             annual retainer was
                                                                                                                        increased to $100,000 and
                                                                                                                          the per meeting fee was
                                                                                                                           increased to $3,000. In
                                                                                                                           addition, non-employee
                                                                                                                       directors received a fee from
                                                                                                                            us for each American
                                                                                                                         Capital portfolio company
                                                                                                                        board of directors on which
                                                                                                                         they served, in lieu of any
                                                                                                                          payment by the portfolio
                                                                                                                              company. For such
                                                                                     of $10,000 per year. In
                                                                                    addition, from January 1,
                                                                                     2007, through June 30,
                                                                                       2007, non-employee
                                                                                   directors received a fee of
                                                                                  $2,500 for attending Board
                                                                                  or committee meetings and
                                              Mr. Peterson has been Chief
                                                                                  certain other meetings, with
                                              Executive Officer of Columbia
                                                                                   approval of the Chairman.
                                          Ventures Corporation, a firm holding
                                                                                      As of July 1, 2007, the
                                              interests in businesses in the
                                                                                       annual retainer was
                                            international aluminum smelting,
                                                                                  increased to $100,000 and
 Kenneth D.     55/ Director since 2001/   aluminum fabrication and finishing
                                                                                    the per meeting fee was
Peterson, Jr.        Expires 2009         and other industries, since 1988. He
                                                                                     increased to $3,000. In
                                         is a member of the Board of Directors
                                                                                     addition, non-employee
                                                of International Aluminum
                                                                                 directors received a fee from
                                            Corporation, Washington Institute
                                                                                      us for each American
                                                 Foundation and Cogent
                                                                                   Capital portfolio company
                                              Communications Group, Inc.
                                                                                  board of directors on which
                                          Mr. Wilkus founded the Company in        they served, in lieu of any
                                               1986 and has served as the           payment by the portfolio
                                           Company‘s Chief Executive Officer            company. For such
                                              and Chairman of the Board of           companies that are not
                                          Directors of the Company since that     public, that fee is set at the
                56/ Director since 1986/ time, except for the period from 1997   rate of $30,000 per year. For
Malon Wilkus
                     Expires 2009          to 1998 during which he served as        such companies that are
                                            Chief Executive Officer and Vice       public that fee is based on
                                          Chairman of the Board of Directors.         the fee payable by the
                                           From 1986 to 1999, he served and            company to its other
                                              since 2001 he has served as                    directors.
                                                         President.
                                              Mr. Hahl is a general business
                                          consultant. He was President of The
                                               Weitling Group, a business
                                           consulting firm, from 1996 to 2001.
                                          From 1995 to 1996, Mr. Hahl served
                59/ Director since 1997/
Neil M. Hahl                                 as Senior Vice President of the
                     Expires 2009
                                            American Financial Group. From
                                            1982 to 1995, Mr. Hahl served as
                                             Senior Vice President and Chief
                                            Financial Officer of Penn Central
                                                       Corporation.
                                               Mr. Lundine has served as Of
                                            Counsel of the law firm of Sotir and
                                           Goldman and as Executive Director
                                             of the Chautauqua County Health
                                            Network since 1995. From 1987 to
                                                1994, he was the Lieutenant
                 69/ Director since 1997/ Governor of the State of New York.
Stan Lundine
                      Expires 2009           From 1976 to 1986, Mr. Lundine
                                              served as a member of the U.S.
                                               House of Representatives. Mr.
                                                 Lundine is a Director of US
                                          Investigations Services, Inc., National
                                           Forge Company and John G. Ullman
                                                    and Associates, Inc.

                                              Ms. Baskin has been Managing
                                             Director of the Ansley Consulting
                                            Group, a retained executive search
                                          firm, since 1999. From 1997 to 1999,
                                             Ms. Baskin served as Partner of
                                                Quayle Partners, a start-up
                                          consulting firm that she helped found.
                 57/ Director since 2000/     From 1996 to 1997, Ms. Baskin
Mary C. Baskin
                      Expires 2009        served as Vice President and Senior
                                          Relationship Manager for Harris Trust
                                             and Savings Bank. From 1990 to
                                          1996, Ms. Baskin served as Director,
                                             Real Estate Division and Account
                                                 Officer, Special Accounts
                                             Management Unit, for the Bank of
                                                          Montreal.
                                                          Mr. Koskinen has been President of
                                                         the United States Soccer Foundation
                                                             and a member of the Board of
                                                          Directors of AES Corporation since
                                                            2004. Mr. Koskinen was also the
                                                         Chairman of the Board of Trustees of
                                68/ Director since 2007/
            John A. Koskinen                             Duke University and President of The
                                     Expires 2009
                                                         Palmieri Company, a company which
                                                         restructured large, troubled operating
                                                          companies. From 2000 to 2003, Mr.
                                                           Koskinen served as Deputy Mayor
                                                          and City Administrator of the District
                                                                      of Columbia.


                                                         Dr. Puryear is the Lawrence N. Field
                                                          Professor of Entrepreneurship and
                                                         Professor of Management at Baruch
                                                         College of the City University of New
                                71/ Director since 1998/   York and has been on the faculty
             Alvin N. Puryear
                                     Expires 2009        there since 1970. He is a Director of
                                                         the North Fork Bank and North Fork
                                                         Bancorporation. He is also a member
                                                         of the Board of Directors of the Bank
                                                         of Tokyo- Mitsubishi Trust Company.


Members of the Executive Committee are Messrs. Harper, Puryear and Wilkus. Mr. Wilkus serves as Chairman.
The Audit and Compliance Committee is currently composed of Ms. Baskin and Messrs. Hahl, and Koskinen. Mr. Hahl serves as Chairman.
Compensation and Corporate Governance Committee: Messrs. Harper, Lundine and Puryear. Mr. Harper serves as Chairman.
                                                                                    The Adams Express Company
                                                                                        Seven St. Paul Street
                                                                                      Baltimore, Maryland 21202
                                                                              http://www.adamsexpress.com/      (410)
                                                                                              752-5900
            Number Number                                                                                                                                    Last
Public or                            Names of
                of    of Female                       Age/Term/Expiration              Background Information                  Board Compensation          Updated/
 Private                             Directors
            Directors Directors                                                                                                                             Source

                                                                                  Professor of Finance and Economics,
                                                                                formerly, Vice Dean of Academic Affairs        During 2007, each director
                                                     67/ Board member since        of the Graduate School of Business,            who is not an interested
 Public        10        2        Enrique R. Arzac    1983/ Until successor   Columbia University. Director of Petroleum &         person, except for Mr.   2008 Proxy
                                                             elected           Resources Corporation* and Credit Suisse Emerson, received an annual
                                                                                   Asset Management Funds (8 funds)          retainer fee of $10,000 and a
                                                                                         (investment companies).             fee of $1,000 for each Board
                                                                                                                                   meeting attended. Mr.
                                                                                 President & CEO of International Trade         Emerson, who is the Lead
                                                                                        Solutions, Inc. (consultants).            Director for the Board,
                                                                               Formerly, President of Columbia College,        received an annual retainer
                                                     65/ Board member since        Columbia, South Carolina, and Vice          fee of $13,000 and a fee of
                                     Phyllis O.
                                                      2003/ Until successor   President of Warnaco Inc. (apparel). Director       $1,000 for each Board
                                     Bonanno
                                                             elected            of Borg-Warner Inc. (industrial), Mohawk           meeting attended. All
                                                                               Industries, Inc. (carpets and flooring), and members of each Committee,
                                                                              Petroleum & Resources Corporation. Also on         except executive officers
                                                                              Board of Advisors for APTE, Inc. (software).      and/or interested persons,
                                                                                                                              receive an additional annual
                                                     51/ Board member since    Senior Vice President and Chief Financial         retainer fee of $1,500 for
                                  Kenneth J. Dale     2008/ Until successor   Officer of The Associated Press. Director of each committee membership
                                                             elected              Petroleum & Resources Corporation.            and a fee of $500 for each
                                                                                                                            committee meeting attended;
                                                                                                                                 the Chairperson of each
                                                                                                                                committee, except for the
                                                                                                                                   Executive Committee,
                                                                                                                              receives an additional fee of
                                                                                                                                 $500 for each committee
                                                                                                                              meeting attended. The total
                                                                                                                                amount of fees paid to the
                                                                                                                            independent directors in 2007
                                                                                                                                was $234,250. In addition,
                                                                                                                                   following each annual
                                                                                                                            meeting of stockholders, each
                                                                                                                            non-employee director who is
                                                                                              except executive officers
                                                                                            and/or interested persons,
                                                                                           receive an additional annual
                                                                                              retainer fee of $1,500 for
                                                                                          each committee membership
                                                                                            and a fee of $500 for each
                                             Retired Executive Vice President of NYNEX    committee meeting attended;
                                                     Corporation (communications),            the Chairperson of each
                                                 retired Chairman of the Board of both       committee, except for the
                                               NYNEX Information Resources Co. and              Executive Committee,
                    84/ Board member since                                                 receives an additional fee of
                                                 NYNEX Mobile Communications Co.
Daniel E. Emerson    1982/ Until successor                                                   $500 for each committee
                                              Previously, Executive Vice President and
                            elected                                                         meeting attended. The total
                                                    Director of New York Telephone
                                                  Company. Presently, Chairman, The          amount of fees paid to the
                                              National YMCA Fund, Inc., and Director of   independent directors in 2007
                                                 Petroleum & Resources Corporation.         was $234,250. In addition,
                                                                                                following each annual
                                             Private Investor, formerly Managing Director meeting of stockholders, each
                                              and head of the Mergers and Acquisitions non-employee director who is
                    56/Board member since                                                   elected or re-elected at that
   Frederic A.                                Research and Financial Advisory Services
                     2006/ Until successor                                                 annual meeting receives 750
   Escherich                                        Departments with J. P. Morgan.
                            elected                                                             restricted stock units.
                                                  Director of Petroleum & Resources
                                                              Corporation.

                                                President & CEO of GF Energy, LLC
                                             (consultants to electric power companies).
                                             Formerly, member of management group,
                    62/Board member since
                                             PA Consulting Group (energy consultants).
 Roger W. Gale       2005/Until successor
                                                 Director of Petroleum & Resources
                           elected
                                               Corporation, Ormat Technologies, Inc.
                                              (geothermal and renewable energy), and
                                                      U.S. Energy Association.

                                             Financial Advisor. Formerly, Chairman of the
                                             Board and Chief Executive Officer of Greiner
                                             Engineering Inc. (formerly Systems Planning
                                               Corp.) (consultants). Formerly, Treasurer
                    87/ Board member since
   Thomas H.                                   and Chief Investment Officer of the Ford
                     1968/ Until successor
    Lenagh                                   Foundation (charitable foundation). Director
                            elected
                                                 of Cornerstone Funds, Inc. (2 funds)
                                                (investment companies), Petroleum &
                                              Resources Corporation (1), and Photonics
                                                       Product Group (crystals).
                                               Principal & Director of Pelham Associates,
                                                       Inc. (executive education)
                                              and Adjunct Associate Professor, Columbia
                    57/ Board member since     Executive Education, Graduate School of
   Kathleen T.
                     2003/ Until successor     Business, Columbia University. Formerly,
   McGahran
                            elected            Associate Dean and Director of Executive
                                                  Education and Associate Professor,
                                              Columbia University. Director of Petroleum &
                                                         Resources Corporation.

                                              Chairman of the Board and Chief Executive
                    61/ Board member since    Officer of the Company since April 1, 1991.
Douglas G. Ober      1989/ Until successor    Chairman of the Board, President and Chief
                            elected           Executive Officer and Director of Petroleum
                                                     & Resources Corporation (1).

                                                   President, Williston Consulting LLC
                                                   (consultants to pharmaceutical and
                                                   biotechnology industries). Formerly,
                                                 Chairman, President & CEO of Guilford
                    62/Board member since
                                                             Pharmaceuticals
  Craig R. Smith     2005/Until successor
                                              (pharmaceutical and biotechnology). Director
                           elected
                                                 of Petroleum & Resources Corporation,
                                                                   LaJolla
                                                Pharmaceutical Company, and Depomed,
                                                     Inc. (specialty pharmaceuticals).

Messrs. Escherich, Lenagh, and Smith and Ms. McGahran are the members of the Audit committee
Messrs. Emerson, Escherich, Gale, and Lenagh constitute the membership of the Board‘s standing Compensation
Messrs. Arzac, Emerson, Gale, Ober, and Ms. Bonanno constitute the membership of the Board‘s standing Executive Committee
Messrs. Arzac, Emerson, Gale, and Ms. Bonanno constitute the membership of the Nominating and Governance Committee
                                                                                  Argan, Inc.
                                                                          One Church Street, Suite 401
                                                                              Rockville, MD 20850
                                                                                 301-315-0027
                                                                              www.arganinc.com
            Number Number                                                                                                                Last
Public or                         Names of
                of    of Female                Age/Term/Expiration          Background Information           Board Compensation        Updated/
 Private                          Directors
            Directors Directors                                                                                                         Source

                                                                           Mr. Bosselmann was a Director
                                                                          and Vice Chairman of the Board
                                                                          from January 2003 to May 2003.
                                                                         Mr. Bosselmann was Chairman of
                                                                         the Board, Chief Executive Officer
                                                                               and a Director of Arguss         Effective February 1,
                                                                        Communications, Inc. (―Arguss‖), a         2008, each non-
                                                                         telecommunications infrastructure    employee director of the
                                                                          company listed on the New York       Company receives an
                                                                             Stock Exchange, from 1996         annual fee of $20,000,
                                                                            through 2002 and President of         plus $300 for each
                                   Rainer H.   65/ Director since 2003/                                             formal meeting
 Public        7         0                                                Arguss from 1997 through 2002.                                2008 Proxy
                                  Bosselmann   Until successor elected                                         attended. Members of
                                                                          Since 1996, Mr. Bosselmann has
                                                                         served as a principal with Holding      the Audit Committee
                                                                        Capital Group, Inc., a firm engaged      receive an additional
                                                                           in mid-market acquisitions and       annual fee of $5,000.
                                                                          investments. From 1991 through           Directors are also
                                                                          1995, Mr. Bosselmann served as            reimbursed for
                                                                          Vice Chairman of the Board and        reasonable expenses
                                                                          President of Jupiter National, Inc.     actually incurred in
                                                                           ("Jupiter National"), a business         connection with
                                                                        development company listed on the      attending each formal
                                                                              American Stock Exchange.        meeting of the Board of
                                                                                                                    Directors or any
                                                                                                                  committee thereof.
                                                                                                                   Directors are also
                                                                                                              eligible for the award of
                                                                                                                  options to purchase
                                                                                                               shares of our common
                                                                                                                         stock.
                                                                            reasonable expenses
                                                                              actually incurred in
                                                                                connection with
                                                                            attending each formal
                                                                           meeting of the Board of
                                                                               Directors or any
                                                                              committee thereof.
                                     Mr. Crumpton has been Chairman
                                                                              Directors are also
                                        of the Crumpton Group since
                                                                           eligible for the award of
                                            February 2007. He was
                                                                             options to purchase
                                          Ambassador-at-Large for
                                                                           shares of our common
                                       Counterterrorism at the United
Henry A.    51/ Director since 2008/                                                 stock.
                                      States Department of State from
Crumpton    Until successor elected
                                     August 2005 to February 2007. Mr.
                                     Crumpton was Chief of the National
                                      Resources Division at the Central
                                      Intelligence Agency from 2003 to
                                                 August 2005.
                                     Mr. Jordan has been Chairman of
                                        Afton Holdings, LLC, a private
                                     equity firm, since 2000. Mr. Jordan
                                     was a co-founder of Perot Systems
DeSoto S.   63/ Director since 2003/
                                        Corporation and served as an
 Jordan     Until successor elected
                                     officer from 1988 to 1999 and as a
                                     Director since February 2004. Mr.
                                      Jordan was a Director of Arguss
                                           from 1999 through 2002.
                                       Mr. Leimkuhler has been General
                                       Counsel and Director of Business
                                      Development of Paice Corporation,
                                      a privately held developer of hybrid
                                         electric powertrains, since 1999.
                                       From 1994 through 1999, he held
                                           various positions with Allen &
                                            Company LLC, a New York
                                         investment banking firm, initially
                                           serving as the firm‘s General
William F.   56/ Director since 2007/        Counsel. Prior to that, Mr.
Leimkuhler   Until successor elected Leimkuhler was a corporate partner
                                           with the New York law firm of
                                         Werbel & Carnelutti (now Heller
                                         Ehrman White & McAuliffe). Mr.
                                            Leimkuhler is a Director of
                                      Speedus Corp. (NASDAQ: SPDE),
                                        Integral Systems, Inc. (NASDAQ:
                                      ISYS) and U.S. Neurosurgical, Inc.
                                       (OTCBB: USNU), and also serves
                                           on the Board of a number of
                                             privately held companies.

                                         In 1997, Mr. Levinson founded
                                        Main Street Resources, a niche
                                            sponsor of private equity
                                         transactions, and has been its
                                      managing partner. Since 1998, Mr.
Daniel A.    47/ Director since 2003/
                                        Levinson has been President of
Levinson     Until successor elected
                                       MSR Advisors, Inc. From 1988 to
                                      1997, Mr. Levinson was one of the
                                      principals of Holding Capital Group.
                                      Mr. Levinson was also a Director of
                                       Arguss from 2000 through 2002.
                                                   Since January 2003, Mr. Mitchell
                                                   has been Chairman of the Board
                                                    and Chief Executive Officer of
                                                   Network Solutions, Inc. which is
                                                 engaged in the creation, marketing
                                                 and management of digital identity
                                                 and web presence products. From
                                                  August 2001 to 2003, Mr. Mitchell
                                                 was Executive Vice President and
                                                   General Manager, Mass Markets
                                                 Division, of VeriSign Inc. which is a
          W.G. Champion 61/ Director since 2003/
                                                       provider of critical Internet
             Mitchell   Until successor elected
                                                  infrastructure services. From May
                                                   1999 to March 2000, Mr. Mitchell
                                                 was Chairman, President and Chief
                                                  Executive Officer of Convergence
                                                  Equipment Company, a telephony
                                                      switch manufacturer. From
                                                 February 1997 until May 1999, Mr.
                                                   Mitchell was Chairman and Chief
                                                      Executive Officer of Global
                                                  Exchange Carrier Co., an Internet
                                                   telephone networking company.

                                                    Mr. Quinn is currently a Managing
                                                    Director of Allen & Company LLC,
                                                    an investment banking firm. Since
                                                       1982, Mr. Quinn has served in
                                                        various capacities at Allen &
             James W.      50/ Director since 2003/
                                                      Company LLC and its affiliates,
               Quinn       Until successor elected
                                                      including head of the Corporate
                                                     Syndicate Department and Chief
                                                    Financial Officer. Mr. Quinn served
                                                    as a Director of Arguss from 1999
                                                               through 2002.

Audit Committee: DeSoto S. Jordan, William F. Leimkuhler (Chairman), W.G. Champion Mitchell
Compensation Committee: DeSoto S. Jordan (Chairman), William F. Leimkuhler, James W. Quinn
Nominating Committee: DeSoto S. Jordan, W.G. Champion Mitchell, James W. Quinn (Chairman)
                                                                                 Annapolis Bancorp, Inc.1000
                                                                                   Bestgate Road, Suite 400
                                                                                  Annapolis, Maryland 21401
                                                                                        (410) 224-4455
                                                                                   www.bankannapolis.com
            Number Number                                                                                                                          Last
Public or
                of    of Female Names of Directors    Age/Term/Expiration           Background Information            Board Compensation         Updated/
 Private
            Directors Directors                                                                                                                   Source

                                                                               Mr. Bennett is President and owner of
                                                                               Skip Bennett Marine LTD, a company
                                                                                 he founded in 1973. A resident of
                                                                                 Annapolis, Mr. Bennett has been
                                                                                active in the marine trades in Anne     The Company pays no
                                                                                  Arundel County for 30 years. He      board or committee fees.
                                 Walter L. Bennett,   51/ Director since 2005/ currently owns and operates Hartley       Directors of the Bank
 Public        11        1                                                                                                                        2008 Proxy
                                         IV                Expires 2009         Marine, Inc. and South River Marina received fees for each board
                                                                               in Edgewater, Maryland. Mr. Bennett      and committee meeting
                                                                                   is a current member and past         attended in 2005 in the
                                                                                 president of the Washington Area amount of $400 per Board of
                                                                                 Marine Dealers Association and a Directors meeting, $325 per
                                                                               current member of the Marine Trades Audit Committee meeting
                                                                                      Association of Maryland.             and $250 per other
                                                                                                                       committee meeting. Each
                                                                                                                       director also received an
                                                                                                                       annual retainer of $5,000
                                                                                                                             paid in quarterly
                                                                                                                      installments. Mr. R. Lerner
                                                                                                                          received no fees for
                                                                                                                        attendance at board or
                                                                                                                     committee meetings as he is
                                                                                                                      a full-time employee of the
                                                                                                                                  Bank.
                                                                                         and committee meeting
                                                                                         attended in 2005 in the
                                                                                      amount of $400 per Board of
                                                                                      Directors meeting, $325 per
                                                                                        Audit Committee meeting
                                                                                            and $250 per other
                                                                                        committee meeting. Each
                                                  Mr. Heim is a Certified Public        director also received an
                                              Accountant who has been in practice       annual retainer of $5,000
                                                since December 1975 and is past               paid in quarterly
                                             President of the Maryland Association     installments. Mr. R. Lerner
                                              of CPAs. Mr. Heim is also currently a        received no fees for
                                              member of the American Institute of        attendance at board or
                    54/ Director since 2000/
 F. Carter Heim                                CPAs and the Annapolis and Anne        committee meetings as he is
                         Expires 2009
                                              Arundel Chamber of Commerce. Mr.         a full-time employee of the
                                                 Heim is President of HeimLantz                    Bank.
                                             Business and Tax Services, Inc. Prior
                                             to establishing his own firm, Mr. Heim
                                                 was Executive Vice President of
                                                   Hammond-Heim, Chartered.

                                             Mr. Baldwin is President and CEO of
                                              Reliable Contracting Company, Inc.
                                              an Anne Arundel county based site
                                                  work and road and highway
                                              construction company. Mr. Baldwin
                                                was recently recognized with the
                                             2007 Ernst and Young Entrepreneur
                                                   of the Year® Award in the
                    44/ Director since 2008/
Joseph G. Baldwin                                Construction and Contracting
                         Expires 2011
                                              Services category. Mr. Baldwin has
                                              previously served on the Boards of
                                               the Community Bank of Maryland
                                             located in Bowie, Maryland and F&M
                                              Bank of Maryland headquartered in
                                             Bethesda, Maryland. Mr. Baldwin has
                                               been a Director of the Bank since
                                                         January 2008.
                                                     Mr. Culp currently serves in a
                                               consulting capacity to the restaurant
                                                 industry and is involved in several
                                                 businesses through his company,
                                              Culp Enterprises, LLC. Mr. Culp has
                                              an extensive background in hotel and
                                              restaurant management dating back
                                                   to the 1970s. Mr. Culp founded
                                               Davco Food, Inc., which grew to be
                                                   the largest Wendy‘s restaurant
                     65/ Director since 2004/
Clyde E. Culp, III                            franchise in the world, and served as
                          Expires 2009
                                                 its Chairman and CEO until it was
                                                sold in 1987. During his career, Mr.
                                                   Culp served as Chief Operating
                                              Officer of Holiday Inns, President and
                                               CEO of Embassy Suites Hotels and
                                              Long John Silvers, and most recently
                                                     as Chairman of Captains D‘s
                                                    restaurant chain. Mr. Culp is a
                                               resident of Annapolis and serves on
                                              the boards of several non-restaurant
                                                              companies.
                                                Ms. Ehrlich, an attorney, is the former
                                                First Lady of the State of Maryland. A
                                                  resident of Annapolis, Ms. Ehrlich
                                                    worked in various capacities at
                                                 Comcast Cable between 1997 and
                                                 2007. Prior to joining Comcast, Ms.
                                                  Ehrlich worked for five years as a
                       46/ Director since 2007/
Kendel S. Ehrlich                                   prosecutor with Harford County,
                            Expires 2009
                                                   Maryland and for five years as a
                                                  public defender with Anne Arundel
                                                  County, Maryland. Ms. Ehrlich has
                                                 served on various charitable boards
                                                   including GMBC Hospital, Cystic
                                                      Fibrosis of Maryland and the
                                                Maryland Woman‘s Heritage Center.


                                                  Mr. Klos became Vice-Chairman of
                                                 the Bank in 2003 and has served as
                                                a Director of the Company and Bank
                                                  since 1997. Mr. Klos has practiced
                                                    law in Anne Arundel and Prince
                                                George‘s Counties since 1977. He is
                                                 currently an attorney with the firm of
                                                   O‘Malley, Miles, Nylen & Gilmore,
                                                P.A. He is a member of the Maryland,
                       56/ Director since 1997/
Stanley J. Klos, Jr.                              District of Columbia, Anne Arundel
                            Expires 2009
                                                County, and Prince George‘s County
                                                Bar Associations. Mr. Klos, a resident
                                                   of Arnold, is active in community
                                                  affairs and serves on the boards of
                                                      directors of the 21st Century
                                                   Education Foundation, the Anne
                                                Arundel County branch of the YMCA
                                                 of Central Maryland, and Hospice of
                                                            the Chesapeake.
                                                  Mr. Lerner has served as Chief
                                               Executive Officer of the Company
                                             since 1999 and became Chairman in
                                                   2001. He has also served as
                                             Chairman of the Bank since 1999. In
                                                 2002, Mr. Lerner was appointed
                                             President and Chief Executive Officer
                                             of the Bank, a position he held on an
                                              interim basis in 1999. From 1984 to
                                               1999, Mr. Lerner was President of
                                             White Flint Builders, Inc., an upscale
                                                   residential development and
                    48/ Director since 1999/     construction company located in
Richard M. Lerner
                         Expires 2009            Bethesda, Maryland. Mr. Lerner
                                                  earned a Masters in Business
                                                   Administration from the A. B.
                                                 Freeman School of Business at
                                             Tulane University in 1983. A resident
                                              of Annapolis, Mr. Lerner has been a
                                                Director of the Company and the
                                             Bank since their inception. Mr. Lerner
                                                is a current board member of the
                                                   Hospice of the Chesapeake
                                                   Foundation. He is the son of
                                              Lawrence E. Lerner, also a Director
                                                    of the Company and Bank.
                                                  Mr. Lerner has been active in real
                                                      estate development in the
                                                Washington, D.C. metropolitan area
                                                   for over 40 years. He has been
                                                  involved in the development and
                                               construction of two regional shopping
                                                 centers, several other commercial
                                               developments, and more than 2,800
                      75/ Director since their
Lawrence E. Lerner                             apartment units. Mr. Lerner manages
                     inception/ Expires 2010
                                                     his real estate investments,
                                                  comprised of various partnership
                                                 interests in entities which own real
                                               estate. He has been a Director of the
                                                 Company and the Bank since their
                                                inception. Mr. Lerner is the father of
                                                Richard M. Lerner, a Director of the
                                                       Company and the Bank.

                                                    Mr. Schwartz is a certified public
                                                  accountant who has operated CPA
                                                    firms since 1984 and currently is
                                                      managing partner of Schwartz
                                                       Weissman Myerson P.C., an
                                                 accounting and business consulting
                                                 firm. Mr. Schwartz has served since
  Lawrence W.          53/ Director since its
                                                     1997 as an adjunct professor of
    Schwartz         inception/ Expires 2010
                                                       accountancy at The George
                                                    Washington University and most
                                                recently at George Mason University.
                                                 Mr. Schwartz has been a Director of
                                                     the Company since 1997 and a
                                                       Director of the Bank since its
                                                                 inception.
                                                           Mr. Sfakiyanudis presently serves as
                                                             President and Principal of Sigma
                                                           Engineering, Inc. an Annapolisbased
                                                                  civil engineering firm. Mr.
                                                            Sfakiyanudis has been with Sigma
                                  39/ Director since 2000/
            Ermis Sfakiyanudis                                since 1993. Mr. Sfakiyanudis is
                                       Expires 2010
                                                           Chairman of the Board of Directors of
                                                                the Anne Arundel Economic
                                                           Development Corporation, and is also
                                                           a member of numerous professional
                                                                         associations.

                                                               Dr. Solomon is a neurosurgeon
                                                               affiliated with the Anne Arundel
                                                             Medical Center, where he served
                                                            from 1999 to 2004 as Chairman of
                                                           Surgery. Dr. Solomon is also Director
                                                           of the Maryland Neurological Institute
                                                           in Annapolis and assistant professor
                                  46/ Director since 2004/
            Clifford T. Solomon                              of neurosurgery at Johns Hopkins
                                       Expires 2010
                                                            Hospital and University of Maryland
                                                           Hospital. A resident of Severna Park,
                                                                 Dr. Solomon is a member of
                                                           numerous professional societies and
                                                               in 2003 created a foundation to
                                                             provide surgery to critical patients
                                                             who could not otherwise afford it.


Messrs. Heim (Chairman), Bennett and Schwartz currently serve as members of the Audit Committee.
The Compensation Committee consists of Messrs. Klos (Chairman); Sfakiyanudis and Ms. Ehrlich.
The members of the Board of Directors who participate in the consideration of director nominees are Walter L. Bennett, IV, Clyde E. Culp, III, Kendel S. Ehrlich,
F. Carter Heim, Stanley J. Klos, Jr., Lawrence W. Schwartz, Ermis Sfakiyanudis and Clifford T. Solomon.
                                                                                 American Community
                                                                             Properties Trust          222
                                                                             Smallwood Village Center St.
                                                                              Charles, MD 20602      301-
                                                                                        843-8600
                                                                               http://www.acptrust.com/

            Number Number of
Public or                                                                                                                         Last Updated/
                of     Female     Names of Directors   Age/Term/Expiration     Background Information        Board Compensation
 Private                                                                                                                             Source
            Directors Directors
                                                              Mr. Wilson has been a trustee of
                                                               the Company since March 1997
                                                              and has served as Chairman and
                                                                 Chief Executive Officer of the
                                                                 Company since July 1998. Mr.
                                                                    Wilson was a Director of
                                                               Interstate General Management         The Company pays its
                                                                    Corporation (―IGMC‖), the         Trustees who are not
                                                                  managing general partner of            employees of the
                                                              Interstate General Company L.P.         Company or any of its
                                                                (―IGC‖), the predecessor to the    affiliates fees for services
                                                              Company, from 1996 to 1998 and          as trustees. Trustees
                                                               from January 1997 to November       receive fees of $6,500 per
                                                                    1998 was Vice Chairman,          quarter plus $1,400 per
                                                                 Secretary, and Chief Financial      Board meeting and an
                                     42/ Director since 1997/     Officer of IGC. He has been        additional $500 fee for
Public   9   0   J. Michael Wilson                                                                                                2008 Proxy
                                          Expires 2010           President and Chief Operating      each telephonic meeting.
                                                                 Officer of Interstate Business    The Chairman of the Audit
                                                                 Corporation ("IBC"), a general      Committee receives an
                                                              partner of IGC, since 1994 and a        additional $1,400 per
                                                                Director of IBC since 1991. He     meeting. The Trustees are
                                                               served as Vice President of IBC       also reimbursed for all
                                                               from 1991 to 1994. He has been         reasonable expenses
                                                                 a director of Wilson Securities       incurred by them in
                                                                  Corporation since 1991, and          attending Board and
                                                               President since March 1996. He         committee meetings.
                                                                 was Vice President of Wilson
                                                              Securities Corporation from 1991
                                                                   to 1996. He has been Vice
                                                                 President of Interstate Waste
                                                                 Technologies, a subsidiary of
                                                              IGC, since 1994 and in July 2006
                                                                was appointed to their Board of
                                              He is a registered professional
                                                engineer specializing in real
                                                  estate evaluation and land
                                                   development. Prior to his
                                                retirement in 1997, he was a
                                               partner in Whitman, Requardt
                                             and Associates, LLP ("Whitman
                                             Requardt"), an engineering and
                                                 architectural firm from 1976
                                              through 1997 and its managing
                   78/ Director since 1998/
Thomas J. Shafer                             partner from 1989 through 1997.
                        Expires 2010
                                             He was a director of IGMC from
                                            January 1998 to June 2000. He is
                                               a member of the Urban Land
                                            Institute, the American Society of
                                                 Professional Engineers and
                                                  numerous other technical
                                            organizations. Whitman Requardt
                                                  has provided engineering
                                            services to the Company for over
                                                         thirty years.
                                            Prior to his retirement in 2000, he
                                            was a Senior Audit Partner in the
                                                    San Juan Office of
                                               PricewaterhouseCoopers, a
                   65/ Director since 2001/
 Antonio Ginorio                                globally-recognized public
                        Expires 2009
                                            accounting firm, for 36 years. He
                                            has extensive audit experience in
                                             banking, manufacturing, retail
                                                      and real estate.
                                            Mr. Kelly has been a trustee of
                                           the Company since March 1997
                                          and has served as President and
                                             Chief Operating Officer of the
                                            Company since July 1998. Mr.
                                            Kelly was President and Chief
                                             Operating Officer of IGC and
                                          IGMC from 1997 to 1998. Prior to
                 66/ Director since 1997/
Edwin L. Kelly                              that, he served as Senior Vice
                      Expires 2009
                                           President and Treasurer of IGC
                                              and Senior Vice President of
                                             IGMC since their formation in
                                            1986. He has served in various
                                           executive positions with IGC and
                                          its predecessor companies since
                                            1974, including as a Director of
                                               IGMC from 1986 to 1998.
                                                 Thomas E. Green is the founder
                                                 and has served since April 2008
                                                      as Principal and CEO of
                                               Providence One Partners. Prior to
                                                      forming Providence One
                                                    Partners, Mr. Green was the
                                                Florida Market Officer of Colonial
                                                 Properties Trust, a NYSE-listed
                                                real estate investment trust, from
                                                  September 1999 to April 2008.
                                                  Mr. Green is a member of the
                                                National Association of Industrial
                       46/ Director since 2008/ and Office Properties‘ National
  Thomas E. Green
                            Expires 2009       Mixed-Use Forum. Mr. Green has
                                                      served on the Executive
                                                Committee of both the Economic
                                               Development Commission of Mid-
                                                     Florida and the Seminole
                                                 Community College Foundation
                                               since 2005. He has served on the
                                                 Board of Directors of the Young
                                               President‘s Organization Orlando
                                                    Chapter since 2006 and the
                                               Chairman of the Seminole County
                                               Regional Chamber of Commerce
                                                   from July 2004 to June 2005.


                                                 Michael E. Williamson is the
                                                President and Chief Operating
                                                    Officer of Tropical, Inc.
                      40/ Director since 2008/    Canada/USA (―Tropical‖), a
Michael E. Williamson
                           Expires 2010           position he has held since
                                               January 1993. Tropical is a snack
                                                   food manufacturing and
                                                    distribution company.
                                         Ross B. Levin is the sole analyst
                                          for Arbiter Partners LP, a $400
                                           million investment partnership
                                          managed by Paul J. Isaac. Mr.
                                         Levin has served Arbiter Partners
                                          LP since June 2005. Mr. Levin
                                              was an Equity Analyst for
                                         Burkenroad Reports from August
                                          2004 through April 2005 where
                24/ Director since 2008/
Ross B. Levin                            he worked on a team responsible
                     Expires 2011
                                            for publishing an investment
                                            research report for a publicly
                                           traded sporting goods retailer.
                                           Prior to that, Mr. Levin was an
                                         Agent for Hogan Group, Inc. from
                                          May 2004 to March 2005 where
                                           he conducted land acquisition
                                            prospecting and research for
                                          regional and national builders.
                                                  Since February 1997, Mr. Von
                                                     der Porten has been the
                                                  managing member of Leeward
                                                Investments, LLC, an investment
                                                 management firm in San Carlos,
                                                 California. He has more than 20
                                                 years of experience in financial
                                                services and investing, with much
                       50/ Director since 2008/
Eric P. Von der Porten                            of that experience focused on
                            Expires 2011
                                                  small capitalization stocks and
                                                 real estate investments. He has
                                                  served as a director of Dynex
                                                 Capital, Inc. since May 2002. He
                                                     earned an A.B. from the
                                                   University of Chicago and an
                                                     M.B.A. from the Stanford
                                                  Graduate School of Business.
                                                   Donald J. Halldin is the co-
                                                   founder of Meridian Capital
                                                  Partners, a New York-based
                                                investment firm, and has served
                                                   as its Vice Chairman since
                                               January 2007 and President from
                                                 July 1994 to January 2007. Mr.
                                                  Halldin is also co-founder and
                                                     Vice Chairman of Sage
                      49/ Director since 2008/      Administrators LLC, CWS
  Donald J. Halldin
                           Expires 2011             Securities LLC, Meridian
                                                 Diversified Fund Management
                                                LLC, Meridian Equipment Corp.
                                                      Inc and Meridian Fund
                                                 Management LLC. Mr. Halldin
                                                has also been a member of The
                                                   Managed Fund YogaPulse
                                                Wellness LLC since 2007 and is
                                                also a member of The Managed
                                                        Fund Association.

The members of the Audit Committee are Mr. Ginorio(Chairman), Condit and Scott.
The members of the Compensation Committee are Messrs. Shafer (Chairman), Condit, Ginorio and Scott.
The members of the Nominating and Corporate Governance Committee are Messrs. Scott (Chairman), Condit, Ginorio, and Shafer.
                                                                         Avalon Pharmaceuticals, Inc.
                                                                       20538 Seneca Meadows Parkway
                                                                        Germantown, Maryland 20876
                                                                       www.avalonrx.com            (301)
                                                                                  556-9900


Public Number Number                                                                                                                                     Last
                               Names of
  or        of    of Female                   Age/Term/Expiration           Background Information                    Board Compensation               Updated/
                               Directors
Private Directors Directors                                                                                                                             Source

                                                                                                              Each non-employee director received
                                                                          Prior to joining Avalon, he was a   an annual fee of $20,000 during 2006
                                                                       Senior Scientist at Human Genome       (which was increased to $30,000
                                                                      Sciences, Inc., where he directed the   annually effective January 1, 2007) for
                                                                        company‘s gene mapping initiative     service on our Board of Directors (pro
                                                                      from 1993 to 1999. Dr. Carter was a     rated for directors serving less than the
                                                                       member of a team of scientists that    full year). The Chairman of our Board
                               Kenneth C.     48/Director since 1999/
Public     8         0                                                   identified genes involved in colon   of Directors receives an additional       2008 Proxy
                              Carter, Ph.D.   Chairman/Expires 2009
                                                                      cancer that was named ―Discovery of     $25,000 per year. Non-employee
                                                                        the Year‖ by Science Magazine in      directors also receive $2,500 annually
                                                                         1994. Dr. Carter holds a Ph.D. in    for each committee membership, with
                                                                      Human Genetics from the University      the Chairman of the Audit Committee
                                                                       of Texas Medical Branch and a B.S.     receiving an additional $7,500 annually
                                                                         from Abilene Christian University.   and the Chairman of the
                                                                                                              Compensation Committee and the
                                        Dr. Kabakoff is the current President
                                             and Chief Executive Officer of
                                           Strategy Advisors LLC, which he
                                             established in 2001 to provide
                                            business and strategic advisory
                                         services to life sciences companies.
                                         Prior to its acquisition by Cephalon,
                                            Inc. in June 2005, Dr. Kabakoff
                                            served as Chairman and Chief
                                        Executive Officer of Salmedix, Inc., a
                                          company he co-founded in 2001 to
                                         develop novel oncology drugs. From
                                             1996 to September 2000, Dr.
                                                Kabakoff held executive
                                           management positions with Dura
  David S.     60/ Director since 2006/       Pharmaceuticals, a specialty
Kabakoff, Ph.D      Expires 2009         pharmaceutical company, acquired
                                           by Elan Pharmaceuticals. Prior to
                                            joining Dura, Dr. Kabakoff was
                                            Chairman and Chief Executive
                                           Officer of Corvas International, a
                                            biopharmaceutical firm focused
                                         oncardiovascular and inflammatory
                                               diseases, and held senior
                                              management positions with
                                         Hybritech, Inc., a pioneer in the field
                                        of monoclonal antibodies, which was
                                        acquired by Eli Lilly & Co. in 1986. Dr.
                                             Kabakoff received his Ph.D. in
                                         Chemistry from Yale University and
                                           his B.A. in Chemistry from Case
                                           Western Reserve University. Dr.
                                           Kabakoff serves on the Board of
                                        Since March 2000, Dr. Kurman has
                                        been an independent consultant to
                                        the pharmaceutical, biotechnology
                                       and healthcare industries specializing
                                           in oncology and oncology drug
                                        development. Dr. Kurman has held
                                        management roles in several global
                                             oncology drug development
                                          programs, including: Director of
 Michael R.    56/Director since 2002/   Clinical Research, Oncology and
Kurman, M.D.        Expires 2009            Allergy for Janssen Research
                                        Foundation; Vice President, Clinical
                                        Research for U.S. Biosciences Inc.;
                                          and Vice President, Clinical and
                                        Scientific Operations with Quintiles
                                          Transnational Corp.‘s Oncology
                                        Therapeutics Division. Dr. Kurman
                                       holds an M.D. from Cornell University
                                         Medical College and a B.S. from
                                                 Syracuse University.
                                     Since 1999, Mr. Lorimier has been an
                                          independent consultant to the
                                       pharmaceutical and biotechnology
                                     industries. Mr. Lorimier has served in
                                         leadership positions in both the
                                       pharmaceutical and biotechnology
                                            industries, including as Vice
                                        President of Licensing and Vice
Bradley G.   62/Director since 1999/ President of Corporate Development
 Lorimier         Expires 2009       at Johnson & Johnson and as Senior
                                          Vice President and Director of
                                        Human Genome Sciences. He is
                                     currently on the board of directors for
                                       Invitrogen Corporation and was a
                                       director of Matrix Pharmaceutical,
                                      Inc. from December 1997 to March
                                       2002. Mr. Lorimier received a B.S.
                                           from the University of Illinois.
                                         Since 1990, Dr. Royston has served
                                           as a founding partner at Forward
                                         Ventures and is currently Managing
                                           Member of that firm. From 1990-
                                           2000, he served as the founding
                                        President and Chief Executive Officer
                                            of the non-profit Sidney Kimmel
                                         Cancer Center, where he remains a
                                           member of the board of trustees.
                                          From 1978 to 1990, he was on the
                                           faculty of the medical school and
                                           cancer center at the University of
                                          California, San Diego. In 1978, Dr.
                                              Royston was a co-founder of
                                          Hybritech, Inc., and in 1986, he co-
Ivor Royston,   63/Director since 2000/     founded IDEC Corporation. Dr.
     M.D.            Expires 2009       Royston has served as the Chairman
                                            of the Board of Directors or as a
                                           director for numerous private and
                                           public biotechnology companies,
                                          including CancerVax Corporation,
                                          TargeGen, Inc., Corautus Genetics
                                          Inc., and Favrille, Inc. Dr. Royston
                                            has authored over 100 scientific
                                            publications and is a nationally-
                                         recognized physician-scientist in the
                                            area of cancer immunology. Dr.
                                         Royston served as a member of the
                                          National Cancer Institute‘s National
                                        Cancer Advisory Board from 1996 to
                                          2002. Dr. Royston received a B.A.
                                           and M.D. degree from The Johns
                                          Hopkins University and completed
                                       Since June 2000, Dr. Scott has been
                                       an independent consultant to several
                                          biotechnology companies. From
                                       March 1997 to August 1999, Dr. Scott
                                         was the Chief Executive Officer of
                                       Physiome Sciences, Inc., a privately-
                                       held bioinformatics company. Prior to
                                        that he held senior level positions at
                                          Bristol-Myers Squibb Company,
                                         including Senior Vice President of
 William A.    68/Director since 1999/
                                        Drug Discovery Research at Bristol-
Scott, Ph.D.        Expires 2009
                                           Myers Squibb Pharmaceutical
                                       Research Institute from March 1990
                                        through 1996. He previously served
                                       as a director of Variagenics, Inc. and
                                          currently serves as a director of
                                       Atherogenics, Inc. and Deltagen, Inc.
                                              Dr. Scott holds a Ph.D. in
                                          Biochemistry from the California
                                         Institute of Technology and a B.S.
                                            from the University of Illinois.
                                         Since 1987, Dr. Walton has been a
                                       general partner of Oxford Bioscience
                                           Partners, a venture capital firm
                                       investing in life sciences enterprises.
                                          Prior to joining Oxford Bioscience
                                         Partners, Dr. Walton was President
                                            and Chief Executive Officer of
                                         University Genetics Co. Dr. Walton
                                       also serves on the board of directors
                                        of Acadia Pharmaceuticals, Inc. and
                                         Advanced Cell Technology, Inc. He
                                             previously has served as the
                                       Chairman of the Board of Directors or
                                          as a director for numerous private
                  72/Director since
  Alan G.                              and public biotechnology companies,
                1999/Chairman of the
Walton, Ph.D.                           including Human Genome Sciences
                 Board/ Expires 2009
                                            and Gene Logic Inc. He was a
                                        professor at Case Western Reserve
                                           University and Harvard Medical
                                           School from 1961 to 1981 and a
                                            member of President Carter‘s
                                         Science Advisory Committee from
                                          1976 to 1977. Dr. Walton holds a
                                        Ph.D. in Physical Chemistry, a D.Sc.
                                        in Biological Chemistry and a B.S. in
                                        Chemistry, each from the University
                                       of Nottingham and in 2005 received a
                                       honorary LLD degree in recognition of
                                            his lifetime achievement in life
                                        sciences, also from the University of
                                                       Since 2004, Mr. Washecka has
                                                  served as the Chief Financial Officer
                                                  of Prestwick Pharmaceuticals, Inc., a
                                                   manufacturer of drugs for disorders
                                                      of the central nervous system. In
                                                  2001-2002, he served as Senior Vice
                                                  President and Chief Financial Officer
                                                          of USinternetworking, Inc.
                                                        USinternetworking, Inc. filed a
                                                   voluntary bankruptcy petition under
                                                  Chapter 11 of the Federal bankruptcy
                                                     laws in January 2002. From 1972-
                                                  2001 he served in various capacities
                                                     at Ernst & Young LLP including as
                                                   Partner from 1986-2001. At Ernst &
            William H.    60/Director since 2006/
                                                       Young LLP he established and
            Washecka           Expires 2009
                                                     managed the high technology and
                                                     emerging business practice in the
                                                     Mid-Atlantic area from 1986-1999.
                                                  Additionally, Mr. Washecka was a co-
                                                    founder of the Mid-Atlantic Venture
                                                  Capital Conference. He currently is a
                                                      director and member of the audit
                                                       committee of Online Resources
                                                      Corporation and Audible, Inc. Mr.
                                                   Washecka holds a BS in accounting
                                                  from Bernard Baruch College of New
                                                       York and participated in Kellogg
                                                  Advanced Management Program. He
                                                     is a CPA in Maryland, Virginia, the
                                                   District of Columbia and New York.


Audit Committee members are Mr. Washecka (Chairman), Mr. Van Beneden and Dr. Whitaker.
Nominating Committee members are Dr. Whitaker (Chairman), Dr. Kurman and Dr. Royston.
Compensation Committee members are Dr. Scott (Chairman), Mr. Van Beneden, Mr. Washecka, and Dr. Walton.
                                                                    Bay National Corporation
                                                                2328 West Joppa Road Lutherville,
                                                                        Maryland 21093
                                                                      www.baynational.com
                                                                         (410) 494-2580


Public Number Number                                                                                                       Last
                              Names of
  or        of    of Female               Age/Term/Expiration       Background Information          Board Compensation   Updated/
                              Directors
Private Directors Directors                                                                                               Source
                                                     Hugh W. Mohler serves as chairman,         Pursuant to our Director Compensation
                                                     president, and chief executive officer.    Policy, Bay National Bank pays directors
                                                          He has been a director of Bay           who are not officers or employees of
                                                     National Corporation since June 1999            Bay National Corporation or Bay
                                                      and a director of Bay National Bank         National Bank (e.g., all directors other
                                                      since April 2000. Mr. Mohler has 36        than Mr. Mohler) (―Qualified Directors‖)
                                                         years experience in the financial           $300 for each attended regularly
                                                     services industry, holding positions in      scheduled meeting and each special
                                                      executive management, commercial          meeting of the Board of Directors of Bay
                                                      lending and business development.             National Bank, and $150 for each
                                                      From 1977 to 1999, Mr. Mohler was           attended regularly scheduled meeting
                                                     affiliated with Mercantile Bankshares             and each special meeting of a
                                                      Corporation, which is headquartered        committee of the Board of Directors of
                                                     in Baltimore, Maryland, most recently       Bay National Bank. Qualified Directors
                  Hugh W.   62/ Director since 1999/ serving as executive vice president        of Bay National Bank are also entitled to
Public   13   0                                                                                                                            2008 Proxy
                   Mohler        Expires 2009         with responsibility for 20 community         reimbursement for their reasonable
                                                       banks in a three-state area. For 17       travel costs related to their attendance
                                                        years, from 1977 to 1994, he was         at board and committee meetings, and
                                                       president of Mercantile‘s Salisbury,     all directors of Bay National Corporation
                                                       Maryland-based affiliate, Peninsula       and Bay National Bank are reimbursed
                                                      Bank, the largest financial institution     for reasonable expenses incurred on
                                                     on Maryland‘s Eastern Shore. Earlier        behalf of Bay National Corporation and
                                                            he was a vice president in          Bay National Bank. In addition, the chair
                                                      commercial lending at First National         of the Executive Committee and the
                                                          Bank of Maryland. A native of            chair of the Audit Committee of the
                                                        Baltimore, Mr. Mohler earned his        Board of Directors of Bay National Bank
                                                      undergraduate degree in economics            receive an additional $100 for each
                                                     from Loyola College of Maryland and          attended regularly scheduled meeting
                                                     his master of business administration      and each special meeting. The Director
                                                           degree from the University of        Compensation Policy also provides that
                                                      Baltimore. He is a past president of              the Board of Directors or the
                                              Mr. Gill has served as chairman of
                                               Curtis Engine, a Baltimore-based
                                            locally owned and operated provider
                                            of power solutions equipment, since
                                              January 31, 2006. In 2003, Mr. Gill
                                             formed Hoyt Capital, an investment
                                                 firm that provides capital and
                                               business advising to start-up and
                                               existing enterprises. For sixteen
                                                  years, he served as CEO of
                                              AMERICOM, a provider of cellular
                                                products and services. In 2000,
                                                 AMERICOM was acquired by
                                           Solectron, a leader in the electronics
                  57/ Director since 2006/ manufacturing sector. Mr. Gill is an
R. Michael Gill                            alumnus of Towson University where
                       Expires 2009
                                              he received an honorary Doctor of
                                             Humane Letters degree in 1996. In
                                                May 2005, he received Towson
                                             University‘s Distinguished Alumnus
                                                 Award. Prior to transferring to
                                            Towson University, Mr. Gill attended
                                             Clemson University, which recently
                                           named him to its President‘s Advisory
                                             Board. He also serves on the board
                                              of Corporate Printing Solutions. In
                                           2004, Governor Robert L. Ehrlich, Jr.
                                           appointed Mr. Gill to a five-year term
                                                on the Board of Regents of the
                                               University System of Maryland, a
                                              public system of higher education
                                            Mr. McClure is a principal in the
                                          McClure Group, Inc, a Baltimore-
                                        based private equity investment firm
                                         originated in 1979. He is the former
                                        Chairman and Co-Chief Executive of
                                         Americom Wireless Services, Inc.,
                                          which merged with a Fortune 200
                                          company in 2000. McClure Group
 Donald G.     64/ Director since 2000/ holdings include operations based in
McClure, Jr.        Expires 2009         Texas, Florida, Colorado as well as
                                             Maryland. Mr. McClure is the
                                           immediate past Chairman of the
                                        board of trustees of Loyola Blakefield
                                             and serves on several private
                                        company boards as well as devoting
                                           substantial time to various civic,
                                              charitable and educational
                                            organizations here and in other
                                                         states.
                                          Mr. Moore is a certified public
                                        accountant. He received his CPA
                                     designation twenty- seven years ago,
                                      and is the owner and founder of the
                                      Salisbury, Maryland accounting firm
                                          of Moore & Company, P.A. His
                                     professional concentration is income
                                       tax and estate tax planning and all
                                        facets of business consulting. Mr.
                                         Moore received his Bachelor of
                                     Science degree from the University of
                                     Virginia in 1976. Currently, he serves
                                      as Chairman of the Trustees of the
                                     Wicomico County Pension System, a
                                           board member of Salisbury-
Robert L.   54/ Director since 2001/  Wicomico Economic Development
 Moore           Expires 2009         Corporation, a board member of the
                                      Greater Salisbury Committee, and a
                                          member of the Salisbury Area
                                     Chamber of Commerce, and member
                                      of the Finance Committee of Trinity
                                     United Methodist Church. Mr. Moore
                                        is a past president of the Eastern
                                          Shore Chapter of the Maryland
                                     Association of CPAs. In addition, Mr.
                                          Moore served on the Board of
                                       Directors of the Bank of Fruitland,
                                        Maple Shade Residential Homes,
                                       Inc., and the Holly Foundation. He
                                     was also a member of the Executive
                                     Committee and Board of Directors of
                                           Mr. Rieger retired from Signet
                                         Banking Corporation, successor to
                                       Union Trust Company of Maryland, in
                                          December 1997 after nearly four
                                           decades of service. Mr. Rieger
                                         served in numerous capacities for
                                        Signet, including regional executive
                                            vice president of international
                                           banking and as part of Signet's
                                       Maryland commercial banking group.
                                       Mr. Rieger has extensive experience
                                        in commercial relationship banking,
                                       credit administration and loan policy.
                                           An alumnus of Johns Hopkins
                                       University, Mr. Rieger is a graduate of
 H. Victor    70/ Director since 1999/
                                          the Stonier School of Banking at
Rieger, Jr.        Expires 2009
                                            Rutgers University. He is past
                                         president and a current trustee of
                                         Family and Children's Services of
                                       Central Maryland, past treasurer and
                                        board member of the National Flag
                                          Day Foundation and a past vice-
                                             president and director of the
                                           Baltimore Junior Association of
                                        Commerce. He is a former member
                                       of the loan committee for the Minority
                                       Small Business Investment Company
                                       and a past advisory board member of
                                               the U.S. Small Business
                                         Administration. Mr. Rieger also is
                                         past president of the Chesapeake
                                       Chapter of Robert Morris Associates.
                                            Mr. Rinnier is the owner and
                                        president of Rinnier Development
                                         Company, a Salisbury, Maryland
                                          based real estate development
                                        company, which specializes in the
                                              development and sale or
                                               management of resort
                                            condominiums, multi-family
                                         apartments, and commercial and
                                      industrial buildings. He joined Rinnier
                                       Development Company nearly three
William B.   66/ Director since 1999/    decades ago after his honorable
 Rinnier          Expires 2010           discharge from the U.S. Navy. A
                                         native of Salisbury, Maryland, Mr.
                                            Rinnier earned a degree in
                                          aerospace engineering from the
                                       Georgia Institute of Technology and
                                         attended the Graduate School of
                                      Business at the University of Virginia.
                                      He is a board member of the Greater
                                         Salisbury Committee and is past
                                       president of the Salisbury-Wicomico
                                       Economic Development Corporation
                                        and the Coastal Board of Realtors.
                                         Mr. Rommel is a certified public
                                         accountant that, since 1974, has
                                          been a partner in the Salisbury,
                                       Maryland, accounting firm of Twilley,
                                          Rommel & Stephens, P.A. Mr.
                                         Rommel has been certified as a
                                        valuation analyst and accredited in
                                       business evaluation by the American
                                             Institute of Certified Public
                                       Accountants. A Baltimore native, Mr.
                                        Rommel earned his undergraduate
                                          degree from Loyola College of
                                         Maryland. Mr. Rommel is a past
                                             Chairman of the Maryland
 Edwin A.    58/ Director since 1999/      Association of Certified Public
Rommel III        Expires 2010        Accountants, and is a member of the
                                         governing board of the American
                                             Institute of Certified Public
                                          Accountants. Mr. Rommel is a
                                           current director of the Greater
                                          Salisbury Committee and past
                                          president of the Salisbury Area
                                        Chamber of Commerce. He serves
                                            as a director of the Maryland
                                           Association of Certified Public
                                         Accountants and an officer of its
                                       Eastern Shore Chapter. Mr. Rommel
                                      is past president of the St. Francis de
                                        Sales Board of Trustees and past
                                         member of the Wicomico County
                                     Since 1975, Mr. Stansbury has been
                                      the chief executive officer of Agency
                                         Services, Inc., an independently
                                       owned premium finance company.
                                         Since 1989, Mr. Stansbury is the
                                     Chairman of the Board of Directors of
                                          Agency Insurance Company of
                                         Maryland, Inc., a privately owned
                                     multi-line property/casualty insurance
                                        company. Mr. Stansbury is a past
                                     president of the Maryland Association
                                     of Premium Finance Companies and
                                        is a past president of the National
                                         Association of Premium Finance
Henry H.    68/ Director since 1999/ Companies. Mr. Stansbury is a vice
Stansbury        Expires 2010        president and trustee of the Maryland
                                         Historical Society. He served as
                                     director and chairman of the museum
                                       committee for the Lacrosse Hall of
                                            Fame at the Johns Hopkins
                                       University and as trustee of the St.
                                     Paul's School for Boys and The Ward
                                       Museum of Wildfowl Art. He is also
                                       past president of ReVisions, Inc., a
                                     nonprofit organization that serves the
                                          mentally ill. Mr. Stansbury is a
                                     graduate of Leadership Maryland and
                                       a director of Leadership Baltimore
                                          County. He is the author of two
                                     books: Lloyd J. Tyler: Folk Artist and
                                        Since January 1999, Mr. Trout has
                                         served as the president and chief
                                      executive officer of Rosemore, Inc., a
                                           Baltimore-based privately held
                                           investment company primarily
                                        engaged in the business of oil and
                                       gas exploration and production. He
                                             also serves as a director of
                                      Rosemore Holdings, Inc., Rosemore
                                          Calvert, Inc., Tema Oil and Gas
                                        Company and Gateway Gathering
                                       and Marketing Company, which are
                                      all subsidiaries of Rosemore, Inc. He
                                               is also a director of KCI
                                         Technologies, Inc. From 1970 to
Kenneth H.   59/ Director since 1999/     November 1997, Mr. Trout was
  Trout           Expires 2010              employed by Signet Banking
                                      Corporation. During his last five years
                                        of tenure with Signet, he served as
                                          senior executive vice president-
                                      commercial banking and as president
                                       and chief executive officer of Signet
                                      Bank-Maryland. Mr. Trout was retired
                                       from December 1997 to December
                                          1998. A Bridgeton, New Jersey
                                            native, Mr. Trout received his
                                       undergraduate degree in economics
                                         and business administration from
                                       Methodist College in North Carolina.
                                          He is a member of the Board of
                                         Trustees of The College of Notre
                                                  Dame of Maryland.
                                        Mr. Waldron is a Chartered Financial
                                         Analyst and since September 1998
                                         has been a senior vice president in
                                             the Washington, D.C., office of
                                        Capital Guardian Trust Company, an
                                         employee-owned firm based in Los
                                          Angeles dedicated to institutional
                                            investment management. From
                                           March 1994 to August 1998, Mr.
                                         Waldron was employed by Loomis,
                                          Sayles & Company, an investment
                                          management firm. Mr. Waldron's
Eugene M.      64/ Director since 1999/
                                               more than three decades of
Waldron, Jr.        Expires 2010
                                             investment experience include
                                        employment at CS First Boston Asset
                                         Management, Fidelity Management
                                            Trust Company, T. Rowe Price
                                         Associates and Ferris, Baker, Watts
                                         & Company. An alumnus of Mt. St.
                                            Mary's University, Emmitsburg,
                                          Maryland, Mr. Waldron earned his
                                          master of business administration
                                           degree at the Bernard M. Baruch
                                        College of the City University of New
                                               York. A native of Annapolis,
                                         Maryland, he is a member of the Mt.
                                         St. Mary's Endowment Committee.
                                           Since January 1999, Mr. Lerch has
                                             been self-employed as a private
                                          investor trading as the Chesapeake
                                              Venture Group. From 1973 to
                                               January 1999, Mr. Lerch was
                                          president of Chesapeake Insurance-
                                               The Harris Riggin Agency, an
                                         independent insurance agency based
                                            in Salisbury, Maryland. Mr. Lerch
                                             began his business career in the
                                             securities industry, serving as a
                                          stockbroker at firms in Washington,
                                           D.C. and Salisbury, Maryland. Mr.
                                               Lerch is a past director of the
                                            Independent Insurance Agents of
                                         Maryland. Mr. Lerch is an alumnus of
                63/ Director since 1999/       Dickinson College of Carlisle,
John R. Lerch
                     Expires 2011             Pennsylvania. He served as an
                                          officer in the U.S. Army and holds a
                                              Bronze Star from his service in
                                             Vietnam. He is a director of Barr
                                         International, Inc., a regional medium
                                           and heavy truck sales and service
                                          organization. He is a past director of
                                             Peninsula Bank, a subsidiary of
                                                Baltimore-based Mercantile
                                         Bankshares Corporation. He is a past
                                            director and vice-chairman of the
                                           Greater Salisbury Committee, past
                                            trustee of the Peninsula Regional
                                            Medical Center in Salisbury, past
                                             president of Salisbury-Wicomico
                                          Economic Development Corporation
                                     Mr. O‘Conor is the general partner of
                                        O‘Conor Enterprises, a real estate
                                     investment and consulting company,
                                        and he has served in that capacity
                                     since 2002. Mr. O‘Conor co-founded
                                       the Maryland real estate brokerage
                                       firm of O‘Conor & Flynn in 1961. In
                                      1984, that firm merged with another
                                     large Maryland real estate brokerage
                                    firm, creating O‘Conor, Piper & Flynn.
                                      Mr. O‘Conor served as its Chairman
James P.   79/ Director since 2004/ and CEO. In 1998, O‘Conor, Piper &
 O'Conor        Expires 2011        Flynn was sold to NRT. At the time of
                                    the sale, O‘Conor, Piper & Flynn was
                                          the sixth largest residential real
                                         estate brokerage company in the
                                      United States. Mr. O‘Conor currently
                                       serves on the Board of Directors of
                                      the Baltimore Symphony Orchestra,
                                       the Maryland Hospital Association,
                                             Loyola College, Signal 13
                                      Foundation, and Towson University
                                         and is Chairman of the Jefferson
                                                       School.
                                                        Mr. Wright is the CEO of Stephen
                                                         James Associates, an executive
                                                      search and staffing firm specializing
                                                          in accounting, finance, human
                                                         resources and banking. He has
                                                      served in that capacity since January
                                                       2006. From 1998 to May 2005, Mr.
                                                      Wright was a senior vice president of
                                                      Spherion (formerly Interim Financial
                                                       Solutions), an executive search and
                                                       staffing firm specializing in finance,
                                                        human resources and information
                                                       systems. From 1980 until 1998, Mr.
                                                        Wright was President and CEO of
                                                      A.J. Burton Group. Mr. Wright served
              Carl A.J.     53/ Director since 2003/ in the auditing and tax departments of
               Wright             Expires 2011          Ernst & Young from 1976 to 1980.
                                                              Along with his corporate
                                                        responsibilities, he is an involved
                                                        community member and active in
                                                          professional, civic and political
                                                          organizations. Mr. Wright is an
                                                          alumnus of Loyola College and
                                                      Loyola Blakefield and has served on
                                                         boards and committees of both
                                                       institutions. He is past president of
                                                       the Baltimore Junior Association of
                                                      Commerce and serves on Maryland
                                                       Governor Robert Ehrlich‘s Strategic
                                                        and Finance Committees. He was
                                                        appointed as the chairman of the
                                                      Maryland Stadium Authority in 2003.
                                                      In addition, he is an active supporter
Bay National Corporation‘s Audit Committee members are Edwin A. Rommel, III, Chairman, James P. O‘Conor, Henry H. Stansbury and Kenneth H. Trout.
Bay National Corporation‘s Nominating Committee members are Carl A.J. Wright, Chairman, Donald G. McClure, Jr., Robert L. Moore, H. Victor Rieger, Jr. and
Bay National Corporation‘s Compensation Committee members are Henry H. Stansbury, Chairman, Edwin A. Rommel, III, R. Michael Gill, James P. O'Conor
                                                                              BCSB BANKCORP, INC.
                                                                               4111 E. JOPPA ROAD,
                                                                                    SUITE 300
                                                                           BALTIMORE, MARYLAND 21236
                                                                              www.baltcosavings.com
                                                                                  (410) 668-8830
                     Number                                                                                                                         Last
Public or Number of              Names of                                      Business Background
                    of Female                   Age/Term/Expiration                                                 Board Compensation            Updated/
 Private Directors               Directors                                          Information
                    Directors                                                                                                                      Source

                                                                            Henry V. Kahl is an Assessor
                                                                             Supervisor with the State of
                                                63/ Director since 1989/
 Public      8         0        Henry V. Kahl                                 Maryland Department of                                              2007 Proxy
                                                     Expires 2008
                                                                             Assessments & Taxation in
                                                                                                                  FEES. The Chairman of the
                                                                                Baltimore, Maryland.
                                                                                                                 Board of Directors receives a
                                                                                                                 monthly retainer of $1,200 per
                                                                       P. Louis Rohe has been retired for
                                                                                                                       month, and all other
                                                                       approximately 11 years. Prior to his
                                                                                                                      nonemployee directors
                                              84/ Director since 1955/     retirement, Mr. Rohe was an
                                P. Louis Rohe                                                                      receive $1,000 per month.
                                                   Expires 2008        attorney. He has been a director of
                                                                                                                  Each nonemployee director
                                                                        the Bank since its incorporation in
                                                                                                                   also receives a fee of $400
                                                                         1955. Compensation Committee
                                                                                                                  per each regular and special
                                                                         Michael J. Klein is Vice President of   Board and committee meeting
                                                                           Klein's Super Markets, a family       attended. Directors who serve
                                                                         owned chain of supermarkets, with       as officers of the Company or
                                                                            locations throughout Harford             the Bank do not receive
                                 Michael J.     51/ Director since 2001/ County, Maryland. Mr. Klein is also      additional compensation for
                                   Klein             Expires 2008           Vice President and partner in           their service as directors.
                                                                             several other family owned
                                                                           businesses including Forest Hill
                                                                          Lanes, Inc., Colgate Investments,
                                                                          LLP and Riverside Parkway, LTD.
                                     William J. Kappauf, Jr. is Director of
                                        Cash Management of Baltimore
 William J. 60/ Director since 2002/
                                     Gas & Electric Company, Baltimore,
Kappauf, Jr.     Expires 2009
                                       Maryland. He is a certified public
                                                   accountant.
                                          Joseph J. Bouffard served as
                                         President and Chief Executive
                                       Officer of Patapsco Bancorp, Inc.
                                          and The Patapsco Bank until
                                       October 30, 2006. He joined The
                                         Patapsco Bank‘s predecessor,
                                         Patapsco Federal Savings and
                                     Loan Association in April 1995 as its
                                         President and Chief Executive
                                      Officer and became President and
                                     Chief Executive Officer of Patapsco
                                     Bancorp, Inc. upon the formation of
                                      that company in 1996. Previously,
                                          Mr. Bouffard was Senior Vice
                                     President of The Bank of Baltimore,
 Joseph J. 56/ Director since 2006/      and its successor, First Fidelity
  Bouffard       Expires 2009          Bank from 1990 to 1995. Prior to
                                     that, he was President of Municipal
                                         Savings Bank, FSB in Towson,
                                        Maryland. He is a current Board
                                      member of the Maryland Financial
                                      Bank and a former Board member
                                      of the Dundalk Community College
                                          Foundation and the Maryland
                                       Bankers Association. He is also a
                                        former chairman of the Board of
                                           Governors of the Maryland
                                         Mortgage Bankers Association,
                                         Treasurer of the Neighborhood
                                      Housing Services of Baltimore and
                                     a charter member and Treasurer of
                                       the Towson Towne Rotary Club.
                                                  H. Adrian Cox is an insurance agent
                                                    with Rohe and Rohe Associates,
                         62/ Director since 1987/ Inc. in Baltimore, Maryland. Mr. Cox
           H. Adrian Cox
                              Expires 2010          also is employed as a real estate
                                                     agent with Century 21 Horizon
                                                   Realty, Inc. in Baltimore, Maryland.

                                                    William M. Loughran was named
                                                    Senior Vice President of the Bank
                                                   effective January 4, 1999. He also
                                                     serves as Vice President of the
                                                     Company and Baltimore County
            William M.    61/ Director since 1991/
                                                   Savings Bank, M.H.C. (the "MHC").
            Loughran           Expires 2010
                                                    Prior to being named Senior Vice
                                                      President, he served as Vice
                                                   President of the Bank in charge of
                                                    lending operations. Mr. Loughran
                                                         joined the Bank in 1973.
                                                     John J. Panzer, Jr. has been a self-
             John J.      64/ Director since 1991/
                                                       employed builder of residential
            Panzer, Jr.        Expires 2010
                                                             homes since 1971.

The Board of Directors' Audit Committee consists of Directors Kahl, Cox, Panzer and Kappauf.
The Board of Directors' Compensation Committee consists of Directors Cox, Kahl, Rohe, Panzer, Klein and Kappauf.
The Nominating Committee consists of Directors Henry V. Kahl, William J. Kappauf, Jr. and Michael J. Klein.
                                                                                 The Black and Decker, Corp.
                                                                                    701 East Joppa Road
                                                                                     Towson, MD 21286
                                                                                        410-716-3900
                                                                                        www.bdk.com
            Number Number                                                                                                                                 Last
Public or
                of    of Female Names of Directors Age/Term/Expiration        Business Background Information             Board Compensation            Updated/
 Private
            Directors Directors                                                                                                                          Source

                                                                               After serving in various executive
                                                                           positions w/ Conroy, Inc., he became VP
                                                                           of Marketing for the Airstream Division of
                                                                             Beatrice Companies, Inc. in 1977. His
                                                                                subsequent positions at Beatrice
                                                                            included: President of Del Mar Window
                                                                           Coverings, of Stiffel Lamb Co., and of the Non-management directors
                                                       62/ Director since      Home Products Division. HE was          receive an annual retainer of
                                Nolan D. Archibald                                                                         $220,000, consisting of
 Public        11        1                           1985/ Until successor    elected a Senior VP of Beatrice and                                       2008 Proxy
                                     (insider)                                                                         shares of common stock with
                                                            elected              President of the Consumer and
                                                                             Commercial Products Group. He left           a value of $110,000 under
                                                                            Beatrice and was elected President and        The Black & Decker Non-
                                                                              COO of Black & Decker in 1985 and           Employee Directors Stock
                                                                           CEO in 1986 and his currently serving on       Plan (the ―Directors Stock
                                                                            the Chairman of the Board since 1987.      Plan‖) and $110,000 in cash.
                                                                           He also serves as a director of Brunswick The chairmen of the Audit
                                                                               Corp. and Lockheed Martin Corp.               Committee and the
                                                                                                                          Compensation Committee
                                                                                                                         each receives an additional
                                                                                                                         retainer of $20,000 in cash,
                                                                                                                        the chairmen of the Finance
                                                                                                                      Committee and the Corporate
                                                                                                                      Governance Committee each
                                                                                                                      receives an additional retainer
                                                                                                                       of $10,000 in cash, and each
                                                                                                                             member of the Audit
                                                                                                                          Committee other than the
                                                                                                                            chairman receives an
                                                                                                                       additional retainer of $10,000
                                                                                                                      in cash. No separate meeting
                                                                                                                       fees are paid. Directors have
                                                                                                                          the option to receive their
                                                                                                                            cash fees in shares of
                                                                                                                       common stock or to defer all
                                                                                                The Black & Decker Non-
                                                                                                Employee Directors Stock
                                                                                                Plan (the ―Directors Stock
                                                                                             Plan‖) and $110,000 in cash.
                                                                                                The chairmen of the Audit
                                                                                                    Committee and the
                                                                                                Compensation Committee
                                             After serving in various capacities w/            each receives an additional
                                          Douglas Aircraft Co. and Vought Missiles             retainer of $20,000 in cash,
                                              and Space Co., he joined the U.S.               the chairmen of the Finance
                                          Department of Defense, where he served            Committee and the Corporate
                                             as Undersecretary of the Army. He              Governance Committee each
                                                 joined Martin Marietta Corp., a            receives an additional retainer
                                          predecessor of Lockheed Martin Corp., in           of $10,000 in cash, and each
                      70/ Director since     1977 as VP of Aerospace Technical                     member of the Audit
Norman R. Augustine 1997/ Until successor    Operations and in 1988 he became                   Committee other than the
                           elected             Chairman of the Board and CEO.                     chairman receives an
                                            Following the merger of Martin Marietta          additional retainer of $10,000
                                           and Lockheed Corp. in 1995, he served            in cash. No separate meeting
                                           as President and leader as Chairman of            fees are paid. Directors have
                                           the Board and CEO; from 1997-1999 he                 the option to receive their
                                          was a lecturer w/ the rank of Professor at              cash fees in shares of
                                           Princeton University. He is also director         common stock or to defer all
                                          of ConocoPhilips and Proctor & Gamble.             or a portion of their cash and
                                                                                                 stock fees in the form of
                                                 She had various positions at First          ―phantom shares.‖ A director
                                              National Bank of Chicago, including VP         who elects to defer all or any
                                              of Trust Investments; from 1981-1984,         part of the cash portion of the
                                               she was Assistant VP and director of          annual retainer in the form of
                                            investor relations for Beatrice Co., Inc.; in        phantom shares will be
                                              1984 she joined Kraft, Inc., where she              credited with shares of
                                             served as Corporate VP until 1989. She           common stock having a fair
                        58/ Director since                                                     market value (as defined in
                                             was President and CEO and is currently
 Barbara L. Bowles    1993/ Until successor                                                     the Directors Stock Plan)
                                             Chairman of the Board and CEO of The
                             elected                                                         equal to 120% of the amount
                                               Kenwood Group, Inc., an investment
                                              advisory firm that she founded in 1989.                of cash deferred.
                                                She is also a director of Wisconsin
                                               Energy Corp., Georgia-Pacific Corp.,
                                             Dollar General Corp., the Chicago Urban
                                               League, and the Children's Memorial
                                                        Hospital of Chicago.
                                            After nine years w/ Mobil Oil Corp., he
                                            joined Ryder System, Inc. in 1974; he
                                              was elected President, COF, and a
                                           director of Ryder in 1979, CEO in 1983,
                      63/ Director since
                                           and Chairman of the Board in 1985; he
M. Anthony Burns    2001/ Until successor
                                          retired as CEO in 2000 and Chairman of
                           elected
                                          the Board in 2002. He also is director of
                                          Pfizer Inc. and J.C. Penny Company, Inc.
                                            He is a life trustee of the University of
                                                        Miami in Florida.

                                           From 1993 to 1997, Mr. Buckley served
                                             as the Chrief Technology Officer(for
                                                 motors, control and appliance
                                              components) and President of two
                                           divisions of Emerson Electric Company.
                                               In 1997, he joined the Brunswick
                                          Corporation as a Vice President, became
                      61/ Director since
                                              Senior Vice President in 1999, and
George W. Buckley   2006/ Until successor
                                             became Executive Vice President in
                           elected
                                           2000. Mr. Buckley was elected President
                                          and Chief Operating Officer of Brunswick
                                          in April 2000 and the Chairman and Chief
                                              Executive Officer in June 2000. In
                                               December 2005, he was elected
                                                Chairman, President, and Chief
                                            Executive Officer of the 3M Company.
                                            He is a member (Dean) of the Harvard
                                                faculty since 1978; he currently is
                                          researching modularity in design and the
                      57/ Director since  integration of technology and competition
  Kim B. Clark      2003/ Until successor     in industry revolution, w/ a particular
                           elected          focus on the computer industry; he co-
                                               wrote Design Rules: The Power of
                                            Modularity. He serves as a director of
                                                      JetBlue Airways Corp.
                                           He held various positions w/ ITT, Harris
                                          Corp., and Fairchild Semiconducter Corp.
                                           before becoming President and CEO of
                                              Zilog Inc. in 1979; in 1982 he joined
                                            Gavilan Computer Corp. as President
                                               and CEO, and in 1984 he became
                                          President and CEO of Dataquest, Inc., an
                                          information technology service company;
                      59/ Director since      from 1991 he served as President,
Manuel A. Fernandez 1999/ Until successor    Chairman of the Board, and CEO of
                           elected              Gartner Group, and was elected
                                          Chairman Emeritus in 2001. Since 1998,
                                           he also has been the managing director
                                          of SI Ventures, a venture capital firm. He
                                             also serves as director of Brunswick
                                              Corp., Flowers Foods, and several
                                           private companies and foundations and
                                           is Chairman of the Board of Trustees of
                                                    the University of Florida.
                                      He joined Alex. Brown & Sons in 1967,
                                       became a partner of the firm in 1972,
                                     was elected Vice Chairman of the Board
                                         and director in 1984, and became
                                     Chairman of the Board in 1987; upon the
                                      acquisition of Alex. Brown by Bankers
                                         Trust New York Corp. in 1987, he
                 65/ Director since  became Senior Chairman, and upon the
Benjamin H.
               2001/ Until successor acquisition of Bankers Trust by Deutsche
Griswold, IV
                      elected             Bank in 1999, he became Senior
                                       Chairman. He retired from Deutsche
                                     Bank in February 2005 and joined Brown
                                       Advisory as Senior Partner in March
                                        2005. He also serves as director of
                                     Baltimore Life Insurance Co. and Flowers
                                     Foods, and Trustee of the Johns Hopkins
                                                     University.
                                         After graduation he worked for Arthur
                                         Andersen & Co. and in 1971 he joined
                                        Beatrice Co., Inc.; at Beatrice he served
                                             as President and COO of the
                                       International Food Division and President
                                        and COO of Beatrice US Food; in 1986
                                         he left Beatrice to become Group VP
                                         and COO of the Foodservice Group of
                   62/ Director since
                                       International Multifoods Corp. and served
Anthony Luiso    1988/ Until successor
                                       as Chairman of the Board, President, and
                        elected
                                       CEO until 1996. He served as Executive
                                        VP of Tri Valley Growers during 1998; in
                                       1999, he joined Campofrio Alimentacion,
                                           S.A., the leading processes meat-
                                       products company in Spain, as President-
                                       International and subsequently served as
                                         President of Campofrio Spain through
                                                          2001.


                                       Mr. Ryan was a management consultant
                                        for McKinsey and Company and a vice
                                         president for Citicorp. He joined Union
                                             Texas Petroleum Corporation as
                                        treasurer in 1982, became controller in
                                        1983, and was promoted to senior vice
                                         president and chief financial officer in
                   64/ Director since
                                       1984. In April 1993, Mr. Ryan was named
Robert L. Ryan   2005/ Until successor
                                            the senior vice president and chief
                        elected
                                          financial officer of Medtronic, Inc. He
                                        retired from Medtronic in 2005. He also
                                           serves as a director of UnitedHealth
                                            Group Incorporated, The Hewlett-
                                         Packard Company and General Mills,
                                       Inc. and is a trustee of Cornell University
                                              and the Hazleden Foundation.
                                                Received undergraduate degree from
                                                   Columbia College in 1963, and a
                                               doctorate from the Columbia Graduate
                                                School of Business in 1967. Assistant
                                                  Professor of Finance and Visiting
                                               Lecturer at Wharton School of Finance
                       66/ Director 1990-        and Commerce from 1967 to 1971.
                       2001, re-elected in        Director of research and first vice
   Mark H. Willes
                      2004/ Until successor     president of the Philadelphia Federal
                             elected          Reserve Bank. Executive vice president
                                                  and chief financial officer, elected
                                               president, chief operating officer, and a
                                                  director of General Mills, Inc. Vice
                                              chairman of the board in 1996. Publisher
                                                 of the Los Angeles Time from 1997-
                                                                 1999.

The Audit Committee is currently composed of M. Anthony Burns (Chairman), Barbara L. Bowles, and Anthony Luiso.
The Compensation Committee is currently composed of Mark H. Willes (Chairman), George W. Buckley, and Benjamin H. Griswold, IV.
The Corporate Governance Committee, which is currently composed of Manuel A. Fernandez (Chairman), Barbara L. Bowles, Kim B. Clark, and Robert L. Ryan.
The Finance Committee is currently composed of Norman R. Augustine (Chairman), M. Anthony Burns, and Anthony Luiso.
The Executive Committee is currently composed of Nolan D. Archibald (Chairman), Norman R. Augustine, M. Anthony
Burns, Manuel A. Fernandez, and Mark H. Willes.
obert L. Ryan.
                                                                            Saul Centers, Inc. 7501 Wisconsin
                                                                                   Avenue, Suite 1500
                                                                             Bethesda, Maryland 20814-6522
                                                                                     (301) 986-6200
                                                                                  www.saulcenters.com

Public             Number                                                                                                                                Last
        Number of               Names of
  or              of Female                      Age/Term/Expiration            Background Information                 Board Compensation              Updated/
        Directors               Directors
Private           Directors                                                                                                                             Source
                                                                            President from 1993 to March 2003.
                                                                            Senior Vice President and Secretary
                                                                                 of the B.F. Saul Real Estate
                                                                            Investment Trust from 1987 to 2003.
                                                 69/ Director since 2003/   Executive Vice President of the B.F.      Directors of the Company are
Public     12         0       Philip D. Caraci                               Saul Company from 1987 to 2003,                                            2008 Proxy
                                                      Expires 2009                                                currently paid an annual retainer of
                                                                             with which he had been associated $20,000 and a fee of $1,200 for each
                                                                              since 1972. President of B.F. Saul      Board or Committee meeting
                                                                               Property Company from 1986 to      attended, and are annually awarded
                                                                             2003. Trustee of the B.F. Saul Real      200 shares of the Company‘s
                                                                                   Estate Investment Trust.         Common Stock. The shares are
                                                                             President (1980 through 1996) and     issued on the date of each annual
                                                                             Chairman of the Board of Trustees      meeting of stockholders to each
                                                                                  since 1987 of the National         director serving on the Board of
                                Gilbert M.       76/ Director since 1993/    Geographic Society, with which he      Directors as of the record date of
                                Grosvenor             Expires 2009             has been associated since 1954.          such meeting. In 2004, the
                                                                                Director of Chevy Chase Bank,    Compensation Committee approved
                                                                              F.S.B.*, and a Trustee of the B.F.    the automatic grant of options to
                                                                             Saul Real Estate Investment Trust. purchase 2,500 shares of Common
                                                                                                                  Stock to each of the directors of the
                                                                                                                    Company, as of the date of each
                                                                                                                   annual meeting of the Company‘s
                                                                                                                 stockholders beginning with the 2004
                                                                                                                    annual meeting. The options are
                                                                                                                    immediately exercisable with an
                                                                                                                  exercise price determined using the
                                                                                                                        closing market price of the
                                                                                                                   Company‘s Common Stock on the
                                                                                                                 date of award. For 2007 the directors
                                                                                                                   were awarded options to purchase
                                                                                                                   2,500 shares of Common Stock at
                                                                                                                     an exercise price of $54.17 per
                                                                                                                   share, representing the fair market
                                                                                          director serving on the Board of
                                                                                         Directors as of the record date of
                                                                                             such meeting. In 2004, the
                                                                                      Compensation Committee approved
                                                                                         the automatic grant of options to
                                                                                       purchase 2,500 shares of Common
                                                                                       Stock to each of the directors of the
                                                   Adjunct Professor Emeritus at         Company, as of the date of each
                                               Birmingham-Southern College from         annual meeting of the Company‘s
                                                1989 to 1999. Member of the Thrift    stockholders beginning with the 2004
                                                 Depositors‘ Protection Oversight        annual meeting. The options are
                                                 Board from 1990 until 1993. Vice        immediately exercisable with an
Philip C. Jackson, 79/ Director since 1993/    Chairman and a Director of Central      exercise price determined using the
        Jr.             Expires 2009           Bancshares of the South (Compass              closing market price of the
                                              Bancshares, Inc.) from 1980 to 1989.      Company‘s Common Stock on the
                                              Member of the Board of Governors of     date of award. For 2007 the directors
                                                the Federal Reserve System from        were awarded options to purchase
                                               1975 to 1978. Director of Enterprise     2,500 shares of Common Stock at
                                               Products Partners GP* since 2005.          an exercise price of $54.17 per
                                                  Managing Director of Navigant
                                                 Consulting, Inc. since 2005. Chief    share, representing the fair market
                                                  Financial Officer of J.E. Robert      value of the Company‘s Common
                                                  Companies from 2002 to 2005.                Stock on April 27, 2007.
                   51/ Director since 2002/
  David B. Kay                                  Partner with Arthur Andersen LLP
                        Expires 2009
                                              from 1990 to 2002. Director of Chevy
                                                 Chase Bank, F.S.B.* and Capital
                                                         Automotive REIT
                                                Partner, J. F. Lehman & Company
                                                since 1998. Chairman of American
                                              Battle Monuments Commission from
 General Paul X.   79/ Director since 1993/     2001 to 2005. Commandant of the
     Kelley             Expires 2010             Marine Corps and member of the
                                                 Joint Chiefs of Staff from 1983 to
                                                1987. Director of OAO Technology
                                                  Solutions, Inc. and London Life
                                                      Reinsurance Company.
                                                  Chairman Emeritus of Colonial
                                               Williamsburg Foundation. President
                                              and Trustee of Colonial Williamsburg
   Charles R.      78/ Director since 1993/
                                              Foundation from 1977 through 1994.
   Longsworth           Expires 2010
                                                  President Emeritus, Hampshire
                                                   College. Chairman Emeritus,
                                                   Trustees of Amherst College.
                                                 Chairman Emeritus of The
                                           Conservation Fund. Chairman of The
                                               Conservation Fund from 1985
                                           through 2003. Trustee of the National
                  65/ Director since 1993/ Geographic Society. Member of the
Patrick F. Noonan
                       Expires 2010         Board of Advisors of Duke University
                                            School of the Environment. Director
                                              of Ashland Inc.* Member of the
                                             President‘s Commission on White
                                                      House Fellows.
                                             Vice Chairman of the Company from
                                                 1997 to 2003. Executive Vice
                                             President of the B.F. Saul Company.
                                              President of the B.F. Saul Property
                                             Company. Senior Vice President and
                                                a Trustee of the B.F. Saul Real
                    46/ Director since 1997/    Estate Investment Trust*. Vice
B. Francis Saul III
                         Expires 2010          Chairman of Chevy Chase Bank,
                                              F.S.B.*, Emeritus Chairman of the
                                                 Boys & Girls Clubs of Greater
                                              Washington. Director of Children‘s
                                             National Medical Center. Director of
                                               The Conservation Fund and the
                                             Economic Club of Washington, DC.
                                              President and Chairman of the Board
                                                    of Directors of the B.F. Saul
                                                Company since 1969. Chairman of
                                                 the Board of Trustees of the B.F.
                                               Saul Real Estate Investment Trust*
                                              since 1969 and a Trustee since 1964.
                                                 Chairman of the Board and Chief
                     75/ Director since 1993/
B. Francis Saul II                              Executive Officer of Chevy Chase
                          Expires 2011
                                              Bank, F.S.B.* since 1969. Member of
                                                  National Gallery of Art Trustees
                                                  Council. Trustee of the National
                                                Geographic Society, Trustee of the
                                               Johns Hopkins Medicine Board and
                                              an Honorary Trustee of the Brookings
                                                             Institution.
                                                Partner, Brown Investment Advisory
                                                since 2001. Partner in the law firm of
                     71/ Director since 2002/
John E. Chapoton                                 Vinson & Elkins L.L.P. from 1984 to
                          Expires 2011
                                                2000. Director of Stancorp Financial
                                                              Group*.
                                                    Of Counsel in the law firm of
                                                  O‘Connor & Hannan since 1986.
   James W.          80/ Director since 1993/    Member of Congress from 1969 to
   Symington              Expires 2011            1977. U.S. Chief of Protocol from
                                                1966 to 1968. Chairman Emeritus of
                                                   National Rehabilitation Hospital.
                                                     Financial Consultant. Senior Advisor
                                                       to the Bessemer Group, Inc. from
                                                       1999 to 2002. Formerly President
                                                       and Chief Executive Officer of the
                                                      Bessemer Group and its Bessemer
                                                         Trust Company subsidiaries (a
                                                      financial management and banking
                                                        group) and director of Bessemer
                            74/ Director since 1993/ Securities Corporation from 1975 to
           John R. Whitmore
                                 Expires 2011            1998. Director of Old Westbury
                                                     Funds, Inc.*, the B.F. Saul Company,
                                                        Chevy Chase Bank, F.S.B.* and
                                                       Chevy Chase Property Company.
                                                     Trustee of the B.F. Saul Real Estate
                                                      Investment Trust*. Chairman of the
                                                       Board of Directors of ASB Capital
                                                     Management, Inc. and Chevy Chase
                                                                Trust Company.


Messrs. Kelley, Kay, Longsworth, Noonan and Symington are the members of the Audit Committee, with General Kelley serving as chairman.
Messrs. Grosvenor and Jackson are the members of the Nominating and Corporate Governance Committee with Mr. Grosvenor serving as chairman.
Messrs. Grosvenor and Jackson are the members of the Compensation Committee with Mr. Grosvenor serving as chairman.
Messrs. Caraci, Jackson, Saul II and Saul III, are the members of the Executive Committee, with Mr. Saul II serving as chairman.
                                                                            Constellation Energy Group, Inc. 750
                                                                             East Pratt Street       Baltimore,
                                                                                          MD 21202
                                                                               http://www.constellation.com
                                                                                       (410) 783-2800
                      Number of
Public or Number of                  Names of                                                                                                            Last
                       Female                        Age/Term/Expiration     Business Background Information              Board Compensation
 Private Directors                   Directors                                                                                                          Updated
                      Directors
                                                                               Ann C. Berzin has been a private
                                                                              investor since 2001. From 1992 to
                                                                             2001, she served as Chairman and
                                                                             Chief Executive Officer of Financial    At the request of the Compensation
                                                  56/ Director since 2008/    Guaranty Insurance Company (an
 Public      13           3        Ann C. Berzin                                                                         Committee, Hewitt reported the 2008 Proxy
                                                        Expires 2008            insurer of municipal bonds and       results of its benchmarking study to
                                                                             structured finance obligations). Ms.      the Committee in February 2007.
                                                                            Berzin is a director of Ingersoll-Rand         At that time, the Committee
                                                                           Company Ltd. and Kindred Healthcare,           recommended and the board
                                                                                              Inc.                       approved a proposal to change
                                                                            Co-Chairman of Bregal Investments
                                                                             since September 2002. He was Co-          director compensation in 2007 by
                                                                            Chairman and Co-CEO of Deutsche            increasing the meeting fees from
                                                                            Banc Alex. Brown from June 1999 to        $1,250 to $1,500 per meeting and
                                                                             April 2001, and a Senior Advisor to      increasing the annual equity grant
                                                      61/Director since                                                from $50,000 to $85,000 to more
                                  Yves C. Balmann                          Deutsche Bank AG from April 2001 to
                                                    2003/Expire in 2008                                               closely align the compensation for
                                                                            June 2003; he was Vice Chairman of
                                                                            Bankers Trust Co. from 1997 to June               directors with the peer
                                                                               1999; he is also a director of ESI    groups.$50,000 annual retainer, an
                                                                           Group, a technology company based in       additional $10,000 annual retainer
                                                                                            France.                    for the audit committee chairman
                                                                                                                        and an additional $5,000 annual
                                                                                                                       retainer for each other committee
                                                                                                                      chairman, a common stock award
                                                                                                                          with a value of approximately
                                                                                                                         $85,000, which is subject to pro
                                                                                                                          rata forfeiture if board service
                                                                                                                      ceases during the year, $1,500 fee
                                                                                                                        for each meeting of the Board of
                                                                                                                        Directors or a Board of Directors
                                                                                                                               committee attended.
                                                                                      from $50,000 to $85,000 to more
                                                                                     closely align the compensation for
                                                                                             directors with the peer
                                                                                     groups.$50,000 annual retainer, an
                                                                                     additional $10,000 annual retainer
                                                                                      for the audit committee chairman
                                                                                       and an additional $5,000 annual
                                               Chairman and CEO of Laureate           retainer for each other committee
                                               Education, Inc. (formerly Sylvan      chairman, a common stock award
                                           Learning Systems, Inc.) since February        with a value of approximately
                                            2000 and was President and Co-CEO           $85,000, which is subject to pro
                                               of Laureate Education, Inc. from          rata forfeiture if board service
                      42/Director since    February 1991 to February 2000; he is     ceases during the year, $1,500 fee
Douglas L. Becker
                    1999/Expires in 2008    also Founder and Principal of Sterling     for each meeting of the Board of
                                               Capital Partners, an investment         Directors or a Board of Directors
                                            company; he is a director of Educate,             committee attended.
                                             Inc. and was a director of Baltimore
                                               Gas and Electric Company from
                                                  October 1998 to April 1999.

                                              Managing Director – Mid-Atlantic of
                                               Ballantrae International, Ltd. (a
                                             management consulting firm) since
                                              January 2000, and was the former
                                           secretary of the Maryland Department
                                           of Business & Economic Development,
                     67/Director since     where he served from 1995 to 1998; he
 James T. Brady
                    1999/Expire in 2008    was also a managing partner of Arthur
                                           Andersen LLP from 1985 to 1995; he is
                                            a director of McCormick & Company,
                                             Inc., T. Rowe Price Group, Inc. and
                                             Aether Systems, Inc.; he also was a
                                            director of Constellation Enterprises,
                                             Inc. from March 1998 to May 1999.
                                           Vice Chairman of Constellation Energy
                                                and Baltimore Gas and Electric
                                               Company from October 2000 until
                                              December 2001; he previously was
                                           Vice Chairman of Constellation Energy
                                            from April 1999 until January 1, 2000.
                                           He also served as President and COO
                                          of Baltimore Gas and Electric Company
                                          from 1992 to 1998, Vice Chairman from
                                             1998 to 1999 and as a director from
                                            1988 to April 1999; prior to January 1,
                     70/Director since        2000, he also served as a director,
Edward A. Crooke
                   1999/Expires in 2008    Chairman of the Board, President and
                                           CEO of Constellation Enterprises, Inc.;
                                           he also served as a director of each of
                                           Constellation Enterprises, Inc.‘s direct
                                              subsidiaries and most of its indirect
                                           subsidiaries, and was Chairman of the
                                          Board of each of the direct subsidiaries;
                                                 he is also a director of AEGIS
                                             Insurance Services, Inc., Associated
                                              Electric & Gas Insurance Services,
                                                Limited and Baltimore Equitable
                                           Society. Executive and Nuclear Power.


                                          A partner in the law firm of Winston &
                                          Strawn since 1993; from 1988 to 1993,
                                           he served as a Commissioner of the
                                             United States Nuclear Regulatory
                    54/Director since
James R. Curtiss                           Commission; he is also a director of
                   1999/Expire in 2008
                                             Cameco Corporation (owner and
                                          operator of uranium mines); he was a
                                          director of Baltimore Gas and Electric
                                            Company from 1994 to April 1999.
                                          President of the University of Maryland
                                          Baltimore County since 1993; he is also
                                           a director of the Baltimore Equitable
                                              Society, Broadwing Corporation,
   Freeman A.        57/Director since         McCormick & Company, Inc.,
  Hrabowski, III    1999/Expire in 2008   Mercantile Bankshares Corporation and
                                            Mercantile-Safe Deposit and Trust
                                               Company; he was a director of
                                           Baltimore Gas and Electric Company
                                                 from 1994 to April 1999.

                                           Chairman and CEO of American Life
                                           and Accident Insurance Company of
                                            Kentucky since 1971 and has been
                                             Chairman and CEO of its holding
                     65/Director since
 Nancy Lampton                               company, Hardscuffle, Inc., since
                    1999/Expire in 2008
                                          January 2000; she is also a director of
                                           DNP Select Income Fund; she was a
                                          director of Baltimore Gas and Electric
                                            Company from 1994 to April 1999.
                                             Chairman of the Board, CEO and
                     61/Director since     President of McCormick & Company,
Robert J. Lawless
                    2002/Expire in 2008    Inc. since January 1997; he is also a
                                               director of Baltimore Life, Inc.
                                           Advisor to Deloitte & Touche LLP since
                                            1993 and President of The Martin Hall
                                               Group LLC, a human resources
                                             consulting firm, since January 2005;
                                                from 1993 to 1999, she was a
                                              Professor at the Kellogg School of
                                                Management at Northwestern
                                           University; she served as United States
                      68/Director since
 Lynn M. Martin                             Secretary of Labor from 1991 to 1993;
                     2003/Expire in 2008
                                              prior to her tenure as Secretary of
                                           Labor, she was a member of the United
                                            States House of Representatives from
                                            1981 to 1991; she is also a director of
                                              The Procter & Gamble Company,
                                                   Ryder System, Inc., SBC
                                            Communications and various funds of
                                                   The Dreyfus Corporation.

                                               Mayo A. Shattuck III has been
                                           Chairman of Constellation Energy since
                                             July 2002 and President and Chief
                                             Executive Officer since November
                                             2001. Mr. Shattuck also served as
Mayo A. Shattuck, 53/ Director since 1999/ Chairman of the Board of Directors of
       III             Expires 2008         BGE from July 2002 to April 2007. He
                                              is also a director of Capital One
                                            Financial Corporation, Gap, Inc., the
                                            Edison Electric Institute, the Nuclear
                                             Energy Institute and the Institute of
                                                 Nuclear Power Operations.
                                             John L. Skolds served as Executive
                                            Vice President of Exelon Corporation
                                                and President of Exelon Energy
                                            Delivery from December 2003 until his
                                           retirement in September 2007, and has
                                             been retired since that time. He also
                  57/ Director since 2007/
 John L. Skolds                                  served as President of Exelon
                       Expires 2008
                                                Generation from March 2005 to
                                            September 2007. From March 2002 to
                                           December 2003, Mr. Skolds served as
                                                Senior Vice President of Exelon
                                             Corporation and President and Chief
                                              Nuclear Officer of Exelon Nuclear.

                                           A private investor, and is a Co-Founder
                                           and has been Chairman of the Board of
                                                   Life Source, Inc. (nutritional
                                            supplements) since March 2001; he is
                                               also Co-Founder and Chairman of
                                             Therapeutic Services of America, Inc.
                                           (home health care); from 1996 to 2001,
   Michael D.        68/Director since
                                            he was Chairman of the Board of Golf
    Sullivan        1999/Expire in 2008
                                               America Stores, Inc. (golf apparel
                                            retailing); he was also Chairman of the
                                              Board of Jay Jacobs, Inc. (specialty
                                               apparel retailing) from 1997 to July
                                              1999; he was a director of Baltimore
                                             Gas and Electric Company from 1992
                                                          to April 1999.


Executive Committee: Mr. Shattuck (Chairman), Crooke and Lawless
Audit Committee: Mr. Brady (Chairman), Crooke, Skolds, Ms. Berzin, and de Balmann.
Committee of Nuclear Power: Mr. Curtiss is Chairman, and Mr. Crooke, Ms. Lampton and Ms. Martin are members.
Compensation Committee: Governance Committee: Mr. Sullivan is Becker and and Messrs. Becker andand Ms. Martin are members.
Nominating and Corporate Mr. Lawless is Chairman, and Messrs. Chairman, Sullivan, Dr. Hrabowski Lawless, Dr. Hrabowski and
Ms. Martin are members.
                                                                       CONSTELLATION ENERGY
                                                                             PARTNERS LLC
                                                                             111 Market Place
                                                                    Baltimore, MD 21202             410-
                                                                                 470-5619
                                                                    http://www.constellationenergypa
                                                                        rtners.com/portal/site/cer/
            Number Number
Public or                         Names of                                Business Background                                    Last
                of    of Female               Age/Term/Expiration                                          Board Compensation
 Private                          Directors                                    Information                                      Updated
            Directors Directors
                                                     Mr. Bachmann joined EPCO Inc., a
                                                     privately held company, in 1999 as
                                                        Executive Vice President, Chief
                                                    Legal Officer and Secretary. Prior to
                                                      joining EPCO Inc., Mr. Bachmann
                                                     served as a partner in the law firms
                                                      of Snell & Smith P.C. from 1993 to
                                                     1998 and Butler & Binion from 1988
                                                       to 1993. Mr. Bachmann currently
                                                          serves as a director and as
                                                        Executive Vice President, Chief
                                                         Legal Officer and Secretary of
                                                        various affiliates of EPCO Inc.,           For 2007, each independent
                 Richard H.    54/ Director since
Public   5   0                                        including Enterprise Products GP,        manager will receive the following 2007 Proxy
                 Bachmann     2006/ Expires 2008
                                                          LLC, the general partner of           compensation: A $40,000 annual
                                                    Enterprise Products Partners L.P., a     cash retainer. A common unit award
                                                       publicly traded midstream energy        under our long-term incentive plan
                                                      company, and EPE Holdings LLC,         with a value of $75,000, such award
                                                    the general partner of Enterprise GP      to vest on March 1, 2008 and to be
                                                        Holdings L.P., a publicly traded          forfeited on a pro-rata basis if
                                                     midstream energy company holding           service as a manager terminates
                                                         company. Mr. Bachmann also          prior to March 1, 2008. The number
                                                         serves as President and Chief           of common units granted will be
                                                        Executive Officer of the general        computed based on the average
                                                     partner of Duncan Energy Partners      closing price of our common units on
                                                       L.P., a publicly traded midstream        the NYSE Arca for the 20 trading
                                                    energy company and also an affiliate         days through the date of grant,
                                                                                                   rounded to the nearest unit.
                                                                                                  Distributions on the restricted
                                                                                               common units will be made at the
                                                                                              time such distributions are made to
                                                                                                other holders of common units. A
                                                                                                grant of 1,781 restricted common
                                                                                            units was made to each independent
                                                                                             manager on September 14, 2007. A
                                                                                              $2,500 fee for each Board meeting
                                                                                                 attended (and each committee
                                                                                               meeting attended that occurs on a
                                                                                                    day when there is no Board
                                                                                                   meeting). Reasonable travel
                                                                                               expenses to attend meetings. The
                                                                                            independent manager who serves as
                                                                                             the chair of the Audit Committee will
                                                                            prior to March 1, 2008. The number
                                                                                of common units granted will be
                                                                               computed based on the average
                                                                           closing price of our common units on
                                                                               the NYSE Arca for the 20 trading
                                                                                days through the date of grant,
                                                                                  rounded to the nearest unit.
                                        Mr. Langdon currently is the
                                                                                 Distributions on the restricted
                                       President and Chief Executive
                                                                              common units will be made at the
                                        Officer of Matris Exploration
                                                                             time such distributions are made to
                                         Company, a privately held
                                                                               other holders of common units. A
                                         exploration and production
                                                                               grant of 1,781 restricted common
                                   company. From 1997 until 2002, Mr.
                                                                           units was made to each independent
                                    Langdon served as Executive Vice
                                                                            manager on September 14, 2007. A
                                   President and Chief Financial Officer
                                                                             $2,500 fee for each Board meeting
                                       of EEX Corporation, a publicly
                                                                                attended (and each committee
                                    traded exploration and production
                                                                              meeting attended that occurs on a
                                   company that merged with Newfield
                                                                                   day when there is no Board
                                   Exploration Company in 2002. Prior
                                                                                  meeting). Reasonable travel
                                     to that, Mr. Langdon held various
                                                                              expenses to attend meetings. The
                                         positions with the Pennzoil
Richard S.    57/ Director since                                           independent manager who serves as
                                      Companies from 1991 to 1996,
 Langdon     2006/ Expires 2008                                             the chair of the Audit Committee will
                                          including Executive Vice
                                                                           receive an additional $10,000 annual
                                          President—International
                                                                                         cash retainer.
                                       Marketing—Pennzoil Products
                                           Company; Senior Vice
                                            President—Business
                                    Development—Pennzoil Company;
                                               and Senior Vice
                                         President—Commercial &
                                      Control—Pennzoil Exploration &
                                   Production Company. Langdon also
                                       serves as a director of Gasco
                                       Energy, Inc., a publicly traded
                                         exploration and production
                                                  company.
                                           Mr. Seitz is also currently Vice
                                      Chairman of the Board of Endeavour
                                       International Corporation, a publicly
                                        traded oil and gas exploration and
                                       production company, and a director
                                        for ION Geophysical Corporation,
                                         f/k/a Input Output, Inc., a publicly
                                       traded provider of seismic products
                                          and services. Mr. Seitz is also a
                                           member of the Compensation
                                          Committee for ION Geophysical
                                        Corporation. In February 2004, Mr.
                                            Seitz co-founded Endeavour
                                      International Corporation and served
                                      as its co-Chief Executive Officer until
                 55/ Director since     September 2006. Prior to founding
John N. Seitz
                2006/ Expires 2008    Endeavour International Corporation,
                                       Mr. Seitz served as Chief Executive
                                            Officer, President and Chief
                                           Operating Officer of Anadarko
                                      Petroleum Corporation from January
                                         2002 to March 2003, and prior to
                                           being named Chief Executive
                                            Officer, President and Chief
                                       Operating Officer, Mr. Seitz was the
                                            Chief Operating Officer and
                                         President of Anadarko Petroleum
                                        Corporation beginning in 1999. Mr.
                                           Seitz also served as Anadarko
                                       Petroleum Corporation‘s Executive
                                          Vice President, Exploration and
                                        Production and as a member of its
                                          board of directors from 1997 to
                                 He also serves as Co-President and
                                      CEO of Constellation Energy
                                  Commodities Group, Inc., or CCG,
                                      and Senior Vice President of
                                 Constellation Energy Group, Inc., or
                                  Constellation, positions to which he
                                  was appointed in August 2005 and
                                    October 2006, respectively. Mr.
                                 Dawson joined Constellation in April
                                       2001, initially as Managing
                                   Director—Co-Head Origination for
                                      CCG, and subsequently held
                                         positions as Managing
Felix J.    40/ Director since
                                  Director—Portfolio Management for
Dawson     2006/ Expires 2008
                                    CCG and Co-Chief Commercial
                                 Officer for CCG before obtaining his
                                    current position at CCG. Prior to
                                   joining Constellation, Mr. Dawson
                                  was Vice President—Origination in
                                     Goldman Sachs‘ Fixed Income
                                  Currency and Commodities division
                                     and was a key member of the
                                 Goldman Sachs team that worked in
                                    partnership with Constellation to
                                   develop its energy marketing and
                                 trading business. Mr. Dawson joined
                                        Goldman Sachs in 1997.
                                                      Mr. Collins also serves as Chief
                                                   Financial Officer, Chief Risk Officer
                                                      and Executive Vice President of
                                                   Constellation, positions that he has
                                                     held since May 2007, December
                                                     2001 and July 2007, respectively.
                                                  Mr. Collins also serves as a member
                                                      of Constellation‘s Management
                                                     Committee. Prior to serving in his
                                                     current positions, Mr. Collins was
                             50/ Director since      Managing Director—Finance and
          John R. Collins
                            2006/ Expires 2008       Treasurer of Constellation Power
                                                   Source Holdings, Inc. from January
                                                      2000 to December 2001. From
                                                    February 1997 to December 2001,
                                                      Mr. Collins served as the senior
                                                   financial officer of CCG. Mr. Collins
                                                  currently serves as the Chairman of
                                                  the Board of the Committee of Chief
                                                     Risk Officers, an energy industry
                                                      association of risk management
                                                               professionals.


Audit Committee: Mr. Langdon is Chairman, and Messrs. Seitz and Bachmann.
Compensation Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
Conflicts Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
Corporate Governance and Nominating Committee: Mr. Seitz is Chairman, and Messrs. Bachmann and Langdon.
                                                                        CHINDEX INTERNATIONAL, INC.
                                                                          7201 WISCONSIN AVENUE
                                                                        BETHESDA, MARYLAND 20814
                                                                             www.chindex.com
                                                                               (301) 215-7777
            Number Number                                                                                                                       Last
Public or                         Names of                                    Business Background
                of    of Female                Age/Term/Expiration                                                Board Compensation          Updated/
 Private                          Directors                                        Information
            Directors Directors                                                                                                                Source
                                                                        Mr. Nilsson has served as a Director    Cash Compensation to Board
                                                                          of the Company since January         Members: Effective October 1,
                                                                        1996 and the Chairman of the Board     2006, each director who is not
                                                                          of the Company since October          an employee of the Company
                                                                         2004. Mr. Nilsson formerly served        is paid, for serving on the
                                                                               as President of Cooper           Board of Directors, a retainer
                                                                           Laboratories, Inc.; President of       at the rate of $10,000 per
                                                                             Cooper Lasersonics, Inc.;             annum and an additional
                                  A. Kenneth   74/ Director since 1996/
 Public        7         4                                                Managing Director of Pfizer Taito    $2,500 for each meeting of the 2007 Proxy
                                    Nilsson         Expires 2008
                                                                           Ltd.; President of Max Factor,          Company‘s stockholders
                                                                            Japan; and Chairman of the            attended, $1,000 for each
                                                                         Monterey Institute of International       meeting of the Board of
                                                                          Studies. Mr. Nilsson received a       Directors attended and $750
                                                                         B.A. degree from the University of          for each meeting of a
                                                                          Southern California and an M.A.         committee of the Board of
                                                                            degree from the University of         Directors attended. Equity
                                                                                     California.                   Compensation to Board
                                                                                                                   Members: The Company
                                                                                                                grants Restricted Stock to its
                                                                                                               outside directors on an annual
                                                                                                               basis. During fiscal 2007, each
                                                                                                                outside director was granted
                                                                                                                 3,000 shares of Restricted
                                                                                                                  Stock. These shares vest
                                                                                                               ratably at the first, second and
                                                                                                               third anniversaries of the grant
                                                                                                                date. Other: Board members
                                                                                                               are reimbursed for reasonable
                                                                                                                    expenses in attending
                                                                                                                   meetings of the Board of
                                                                                                                 Directors and for expenses
                                                                                                                 incurred in connection with
                                                                                                                   their complying with our
                                                                                                               corporate governance policies.
                                                                                      meeting of the Board of
                                                                                  Directors attended and $750
                                                                                       for each meeting of a
                                                                                    committee of the Board of
                                                                                    Directors attended. Equity
                                                                                      Compensation to Board
                                                                                     Members: The Company
                                        Ms. Lipson served as the Chairman         grants Restricted Stock to its
                                           of the Board of Directors from        outside directors on an annual
                                         1981 until 2004 and has served as       basis. During fiscal 2007, each
                                          the Chief Executive Officer since       outside director was granted
                                        1981. From 1979 until founding the         3,000 shares of Restricted
                                        Company in 1981, Ms. Lipson was             Stock. These shares vest
                                             employed in China by Sobin          ratably at the first, second and
                                        Chemical, Inc., a worldwide trading      third anniversaries of the grant
                                        company, as Marketing Manager,            date. Other: Board members
               52/ Director since 1981/                                          are reimbursed for reasonable
Roberta Lipson                           coordinating marketing and sales
                    Expires 2008                                                       expenses in attending
                                        of various equipment in China. Ms.
                                        Lipson was employed by Schering-             meetings of the Board of
                                        Plough Corp. in the area of product        Directors and for expenses
                                          marketing until 1979. Ms. Lipson         incurred in connection with
                                            received a B.A. degree in East            their complying with our
                                            Asian Studies from Brandeis          corporate governance policies.
                                        University and an MBA degree from         The Company also provides
                                            Columbia University Graduate          directors‘ and officers‘ liability
                                                 School of Business.                 insurance and indemnity
                                                                                  agreements for our directors.

                                           Ms. Silverberg has served as the
                                              Company's Executive Vice
                                           President and Secretary and as a
                                            Director since that time. Prior to
                                          founding the Company, from 1980
                                         to 1981, Ms. Silverberg worked with
  Elyse Beth    50/ Director since 1981/ Ms. Lipson at Sobin Chemical, Inc.
  Silverberg         Expires 2008         and was an intern in China with the
                                           National Council for U.S.-China
                                            Trade from 1979 to 1980. Ms.
                                          Silverberg received a B.A. degree
                                         in Chinese Studies and History from
                                          the State University of New York at
                                                         Albany.
                                      Mr. Pembe joined the Company in
                                      1984 and has served as Executive
                                         Vice President of Finance since
                                         January 1996. From 1986 until
                                                       1996,
                                            Mr. Pemble served as Vice
                                       President of Marketing. From 1986
                                       through April 1992 and September
Lawrence      50/ Director since 1984/ 1993 to the present, Mr. Pemble
 Pemble            Expires 2008        has also served as a Director of the
                                          Company. Prior to joining the
                                           Company, Mr. Pemble was
                                          employed by China Books and
                                        Periodicals, Inc. as Manager, East
                                       Coast Center. Mr. Pemble received
                                        a B.A. degree in Chinese Studies
                                          and Linguistics from the State
                                        University of New York at Albany.

                                          Mr. Oestreicher has been a
                                          partner with the law firm of
                                        Oestreicher & Ennis, LLP and its
                                       predecessor firms for thirty years,
                                         engaging primarily in estate, tax
 Julius Y.    77/ Director since 1996/
                                              and business law. Mr.
Oestreicher        Expires 2008
                                       Oestreicher received a B.S. degree
                                        in Business Administration from
                                         City College of New York and a
                                            J.D. degree from Fordham
                                             University School of Law.
                                        Ms. Kaufman has been Vice
                                    President and Chief Administrative
                                     Officer of The Cooper Companies,
                                      a medical device company, since
                                    October 1995 and was elected Vice
                                    President of Legal Affairs in March
                                     1996 and was elected Senior Vice
                                      President in October 2004. From
                                      January 1989 through September
Carol R.   58/ Director since 2000/
                                          1995, she served as Vice
Kaufman         Expires 2008
                                       President, Secretary and Chief
                                      Administrative Officer of Cooper
                                          Development Company, a
                                     healthcare and consumer products
                                    company that was a former affiliate
                                    of The Cooper Companies. Ms.
                                           Kaufman received her
                                     undergraduate degree from Boston
                                                  University.
                                                                      From 2000 to 2001, Ms. Harris
                                                                   served as Business Development
                                                                   Manager for Frog Design Inc., an
                                                                  international industrial design firm.
                                                                      During 2001, Ms. Harris was a
                                                                 Product Development Contractor for
                                                                  Johnson Controls, Inc., a designer
                                                                 and manufacturer of automotive and
                                                                    facilities interior systems. During
                                                                      2002, Ms. Harris was a Senior
                                                                     LicensingManager for Illumigen
                                                                    Biosciences, Inc., which is in the
                                                                      business of proprietary genetic
                                                                   technologies. In 2003, Ms. Harris
                                        40/ Director sicne 2004/
                         Holli Harris                            was a Financial Analyst with Amgen
                                             Expires 2008
                                                                  Inc., an international biotechnology
                                                                 and pharmaceutical firm. Currently,
                                                                  Ms. Harris is a Manager for Corbis
                                                                          Corporation, which is an
                                                                      international visual and image
                                                                  solutions provider. In addition, Ms.
                                                                     Harris previously worked for the
                                                                   U.S. State Department at the U.S.
                                                                 Embassy in Moscow. Ms. Harris has
                                                                       a dual degree in Russian and
                                                                     International Relations from the
                                                                  University of California – Davis and
                                                                        an MBA in Finance from the
                                                                           University of Michigan.


The current members of our audit committee are Ms. Harris (Chair), Ms. Kaufman, Mr. Oestreicher and Mr. Nilsson
The current members of our compensation committee are Mr. Oestreicher (Chair), Ms. Kaufman and Mr. Nilsson
The current members of the governance and nominating committee are Mr. Nilsson (Chair) and Mr. Oestreicher
                                                                            Choice Hotels International, Inc.
                                                                                 10750 Columbia Pike
                                                                               Silver Spring, MD 20901
                                                                               www.choicehotels.com
                                                                                    (888) 770-6800
            Number Number of                                                                                                                       Last
Public or                           Names of
                of     Female                      Age/Term/Expiration     Business Background Information          Board Compensation           Updated/
 Private                            Directors
            Directors Directors                                                                                                                   Source
                                                                              He has served as Chairman of hte
                                                                             Board of Choice Hotels From March
                                                                              1987 to November 1996 and since
                                                                               October 1997. He has served as
                                                                              Chairman of the Board of Sunburst
                                                                                 Hospitality Corporation since
                                                                            Novermber 1996. He was a director of
                                                                           Manor Care, Inc. from September 1998
                                                                                to September 2002, serving as
                                                                             Chairman from September 1998 until     An annual retainer of restricted
                                  Stewart Bainum   61/ Since 1997/ Expires
 Public        9         1                                                  September 2001. From March 1987 to stock with a fair market value of 2008 Proxy
                                        Jr.                 2008
                                                                             September 1998, he was Chairman         $80,000, which vests in three
                                                                              and Chief Executive Officer of the     annual installments beginning
                                                                           former Manor Care, Inc. (now known as one year after the grant date.
                                                                               Manor Care of America, Inc.) He          $2,000 for each Board or
                                                                            served as President of Manor Care of    committee meeting attended in
                                                                              America, Inc. and Cheif Executive          person; $1,000 for each
                                                                            Officer of ManorCare Health Services,     committee meeting attended
                                                                             Inc. from March 1987 to September        telephonically. $3,000 for the
                                                                            1998, and as Vice Chairman of Manor chair of each committee meeting
                                                                            Care of America, Inc. from June 1982      chaired in person, $1,500 for
                                                                                                                   each committee meeting chaired
                                                                                                                  telephonically. $1,000 for the lead
                                                                                                                     independent director for each
                                                                                                                       meeting chaired by the lead
                                                                                                                      independent director. $5,000
                                                                                                                       annual retainer for the Audit
                                                                                                                  Committee chairman. A restricted
                                                                                                                    stock grant at the time of his or
                                                                                                                       her initial election with a fair
                                                                                                                    market value of $50,000, which
                                                                                                                  vests in three annual installments
                                                                                                                  beginning one year after the grant
                                                                                                                       date. Expenses of attending
                                                                                           $2,000 for each Board or
                                                                                       committee meeting attended in
                                                                                            person; $1,000 for each
                                                                                         committee meeting attended
                                                                                         telephonically. $3,000 for the
                                                                                      chair of each committee meeting
                                                                                         chaired in person, $1,500 for
                                           Since January 1995, Mr. Shames is an       each committee meeting chaired
                                          independent management consultant to       telephonically. $1,000 for the lead
                                                consumer goods and services             independent director for each
                                           companies, advising on management              meeting chaired by the lead
                                           and marketing strategy. Since 1996 he         independent director. $5,000
                                          has been a Lecturer at the University of        annual retainer for the Audit
                                            Virginia's Darden Graduate School of     Committee chairman. A restricted
                                             Business. From December 1993 to           stock grant at the time of his or
                                           January 1995, Mr. Shames served as             her initial election with a fair
                                           the Chief Executive Officer of Borden,      market value of $50,000, which
                                              Inc. and was President and Chief       vests in three annual installments
                  67/ Since 2002/ Expires Operating Officer of Borden, nc. from
Ervin R. Shames                                                                      beginning one year after the grant
                           2008              July 1993 until Devember 1993. He            date. Expenses of attending
                                                served as President and Chief         Board and Committee meetings.
                                                Executive Officer of Stride Rite
                                            Corporation from 1990 to 1992, then
                                           served as its Chairman, President and
                                              Chief Executive Officer until 1993.
                                               From 1967 to 1989, he served in
                                              various management position with
                                            General Foods and Kraft Foods. Mr.
                                           Shames serves as a director of Online
                                              Recsources Corporation and as a
                                           director of Select Comfort Corporation.
                                            President, Consumer Card Services
                                             Group for American Express Travel
                                          Related Services, Inc. since 2001. Mr.
                                          Smith joined American Express in 1978
                                            and has held positions of increasing
                                           responsibility within the company. His
                  49/ Since 2004/ Expires      prior positions include serving as
Gordon A. Smith                           Executive Vice President of Operations
                           2008
                                               and Reengineering for the Latin
                                          America and Caribbean region, as well
                                            as senior positions in the U.S. Credit
                                             and Fraud operations, at Amex Life
                                                Insurance Company and in the
                                               international card and Travelers
                                                      Cheque businesses.
                                              Senior Vice President, Circuit City
                                             Stores, Inc. and President of Circuit
                                            City Direct since March 2003; Senior
                                           VP of Marketing at Circuit City Stores,
                                           Inc. Novermber 2000 to March 2003;
                                                 Cheif Marketing Officer, Stick
                                            Networks, Inc. January to November
                  42/ Since 2004/ Expires     2000; Vice President, Marketing &
  Fiona Dias
                           2009              Development of Frito-Lay Company
                                            from January 1999 to January 2000;
                                               VP of Corporate Development at
                                           Penzoil Quaker State Company from
                                           May 1996 to December 1998. Prior to
                                                 1996, she held various brand
                                               management positions with The
                                                Proctor and Gamble Company.
                                          Director since 1998. President, Cheif
                                          Executive Officer and Director of the
                                              Company since August, 1998;
                                          President and Chief Operating Officer
                                           of St. Joe Company from Debruary
                                            1998 to August 1998, Senior Vice
                                         President and Chief Financial Officer of
                                           St. Joe Company from May 1997 to
 Charles A.      57/ Since 1998/ Expires
                                          February 1998; Senior Vice President
Ledsinger, Jr.            2009
                                         and Chief Financial Officer of Harrah's
                                         Entertainment, Inc. from June 1995 to
                                          May 1997; Senior Vice President and
                                            Chief Financial Officer of Promus
                                          Companies Incorporated from August
                                         1990 to June 1995. Mr. Ledsinger is a
                                          director of FelCor Lodging Trust, Inc.
                                                  and TBC Corporation.

                                               Since 1993, he has served as a
                                            member of the board of directors of
                                            Realty Investment Company, a real
                                            estate management and investment
                                                company, and Commonweal
  Scott A.       38/ Director since 2008/ Foundation, a non-profit whose mission
 Renschler            Expires 2009           is the education of disadvantaged
                                          youth. He is also a director, since 2001,
                                           of the Mental Wellness Foundation, a
                                          grant-making organization that supports
                                          mental health and educational services
                                            for at-risk and underserved people.
                                           He has served as President and Chief
                                             Executive Officer of CareFirst, Inc.
                                              since 1998; President and Chief
                   56/ Since 2000/ Expires
William L. Jews                             Executive Officer of Blue Cross and
                            2010
                                           Blue Shielf of Maryland, Inc. until 1998.
                                           Mr. Jews is a director of Ryland Group,
                                                Inc., MBNA and Ecolab, Inc.
                                           Vice Chairman of Perseus LLC since
                                          April 2000; Managing Partner of Arthur
                                                       Andersen‘s Mid-
    John T.          68/Director since     Atlantic region 1989 to 2000; head of
  Schwieters        2005/Expires 2010       Arthur Andersen‘s tax practice from
                                             1974 to 1989. Mr. Schwieters is a
                                            director of the Danaher Corporation,
                                                            Manor
                                           Care, Inc., and Smithfield Foods, Inc.
                                          Chairman of the advisory board for the
                                          Kemmons Wilson School of Hospitality
                                               and Resort Management at the
                                             University of Memphis since 2004;
                                               Chairman of Advisory Board of
                                           CoachQuote.com from June 2004 to
                                              2005; Chairman, Chief Executive
                                          Officer and Co-founder of ResortQuest
                                           International from 1997 to November
                  68/Director since March   2003; Executive Vice President and
David C. Sullivan                           Chief Operating Officer for Promus
                    2006/Expires 2010
                                           Hotel Corporation from 1993 to 1997;
                                          Senior Vice President, Hotel Group, for
                                          Promus Companies, Inc., from 1990 to
                                                    1993; Chief Executive
                                             Officer, McNeill Sullivan Hospitality
                                          Corp. from 1985 to 1990. Prior to 1985
                                           he held various officer positions with
                                              Holiday Inns, Inc., and American
                                          Express Co. Mr. Sullivan is a director of
                                                       Winston Hotels.
Compensation Committee: Ervin R. Shames (Chairman), David C. Sullivan, Gordon A. Smith
Audit Committee: David C. Sullivan, Ervin R. Shames, John T. Schwieters (Chairman)
Nominating and Corporate Governance Committee: Ervin R. Shames, Fiona Dias, John T. Schwieters (Chairman)
Diversity Committee: Fiona Dias (Chair), Gordon A. Smith, William L. Jews
                                                                        CIENA Corp.                  1201
                                                                        Winterson Road        Linthicum,
                                                                         Maryland 21090 www.ciena.com
                                                                                 (410) 865-4999

            Number Number
Public or                         Names of                                                                                                       Last
                of    of Female                Age/Term/Expiration      Business Background Information              Board Compensation
 Private                          Directors                                                                                                     Updated
            Directors Directors
                                                                      He was Chairman of the Board and CEO
                                                                      of Ciena from October 2000 to May 2001,
                                                                        and was President, CEO and Director
                                                                          from April 1994 to October 2000; he     Annual Retainer for Each Non-
                                                                         serves as a Trustee for the California   Employee Director - $25,000.
                                  Patrick H.     64/Director since     Institute of Technology and also serves        Additional Lead Outside
 Public        9         2                                                                                                                      2008 Proxy
                                   Nettles     2001/Expires in 2010   on the Advisory Board to the President at     Director Retainer - $7,500.
                                                                       Georgia Institute of Technology; he also   Audit Committee Chairperson
                                                                           serves on the board of directors of       Retainer - $20,000. Other
                                                                           Axcelis Technologies, Inc., Carrius        Committee Chairperson
                                                                       Technologies, Inc. and The Progressive        Retainer - $7,500. Board
                                                                                      Corporation.                Meeting Attendance - $1,500.
                                                                                                                    Board Meeting Attendance
                                                                                                                        (telephonic) - $500.
                                                                                                                     Audit Committee Meeting
                                                                                                                     Attendance (in person) -
                                                                                                                      $2,000, (Chairperson) -
                                                                                                                  $2,000, (Chairperson)- $2,000
                                                                                                                      (other directors). Other
                                                                                                                        Committee Meeting
                                                                                                                     Attendance (in person) -
                                                                                                                  $1,000 (Chairperson) - $1,000
                                                                                                                   (Chairperson). All Committee
                                                                                                                   Meeting Attendance (Special
                                                                                                                            Mtf.) - $500.
                                                                                      Director Retainer - $7,500.
                                                                                    Audit Committee Chairperson
                                                                                      Retainer - $20,000. Other
                                                                                       Committee Chairperson
                                                                                       Retainer - $7,500. Board
                                                                                    Meeting Attendance - $1,500.
                                       He has served as Ciena‘s President and         Board Meeting Attendance
                                            CEO since May 2001; served as                 (telephonic) - $500.
                                       President and COO from October 2000 to         Audit Committee Meeting
                                       May 2001; served as Ciena‘s Senior Vice         Attendance (in person) -
                                         President, COO from August 1999 to            $2,000, (Chairperson) -
                                       October 2000, as Senior Vice President,      $2,000, (Chairperson)- $2,000
                                       Worldwide Sales from September 1998 to           (other directors). Other
                  47/Director since      August 1999, and was previously Vice             Committee Meeting
Gary B. Smith                                                                          Attendance (in person) -
                2000/Expires in 2011     President of International Sales upon
                                          joining Ciena in November 1997; he        $1,000 (Chairperson) - $1,000
                                       currently serves on the board of directors   (Chairperson). All Committee
                                         for CommVault Systems, Inc. and the         Meeting Attendance (Special
                                        American Electronics Association, and                 Mtf.) - $500.
                                        also serves as a commissioner for the
                                            Global Information Infrastructure
                                                      Commission.

                                         He is the William Ziegler Professor of
                                         Business Administration and teaches
                                         Competitive and Corporate Strategy in
                                        the Advanced Management Program at
                                       the Harvard Business School; a member
                                        of the Harvard faculty since 1968, he is
 Stephen P.       66/Director since
                                         also Chairman of Harvard‘s Executive
Bradley, PhD    1998/Expires in 2009
                                         Program in Competition and Strategy:
                                          Building and Sustaining Competitive
                                         Advantage; he serves on the board of
                                            directors of the Risk Management
                                           Foundation of the Harvard Medical
                                          Institutions and Ameriss Corporation
                                               He is a general partner of InterWest
                                            Partners, a venture capital firm in Menlo
                                             Park, California that he joined in 1985;
                        69/Director
                                               serves on the board of directors of
Harvey B. Cash     since1994/Expires in
                                           i2 Technologies Inc., Silicon Laboratories,
                           2011
                                              Inc., First Acceptance Corp., Airspan
                                             Networks, Inc., Staktek Holdings, Inc.,
                                             Voyence Inc. and Resolution EBS Inc.

                                            Mr. Claflin served as president and Chief
                                             Executive Officer of 3Com Corporation,
                                            from January 2001 until his retirement in
                                             February 2006. Mr. Claflin joined 3Com
                                            as President and Chief Operating Officer
                                           in August 1998. Prior to 3Com, Mr. Claflin
                                               served as Senior Vice President and
                                            General Manager, Sales and Marketing,
                                              for Digital Equipment Corporation. Mr.
                  56/ Director since 2006/
Bruce L. Clafin                              Claflin also worked for 22 years at IBM,
                       Expires 2009
                                             where he held various sales, marketing
                                              and management positions, including
                                            general manager of IBM PC Company‘s
                                              worldwide research and development,
                                            product and brand management, as well
                                                as president of IBM PC Company
                                            Americas. Mr. Claflin also serves on the
                                               board of directors of Advanced Micro
                                                              Devices.
                                         She has served as Director of the Royal
                                        Academy of Arts in London since October
                                        2002; she resigned from her position with
                                         the Royal Academy of Arts in December
                                        2004 and anticipates departing in the first
                                           half of 2005; she was an investment
                   54/Director since
Lawton W. Fitt                           banker with Goldman Sachs & Co. from
                 2000/Expires in 2010
                                         1979 to October 2002, where she was a
                                            partner from 1994 and a managing
                                         director from 1996 to October 2002; she
                                             is a trustee of the Darden School
                                        Foundation and a director of Reuters PLC
                                        and Citizens Communications Company.

                                          She is a Managing Director at Incubic
                                         Venture Funds, a venture capital firm in
                                        Mountain View, California, since February
                                         2001; from 1984 until 2001, she was a
                                         partner with Wilson Sonsini Goodrich &
                                             Rosati, where she specialized in
  Judith M.        57/Director since
                                             corporate finance, mergers and
   O'Brien       2000/Expires in 2011
                                            acquisitions and general corporate
                                        matters; serves on the board of directors
                                         of Arcturus Bioscience, Inc., GeoVector
                                        Corporation, Grandis Inc., Memec Group
                                              Holdings Limited and Mistletoe
                                                     Technologies, Inc.
                                          He has been Chairman of Rowny Capital,
                                            a private equity firm, since 1999. From
                                           1994 to 1999, and previously from 1983
                                                   to 1986; he was with MCI
                                            Communications in positions including
   Michael J.        57/Director since    President and CEO of MCI‘s International
    Rowny          2004/Expires in 2010    Ventures, Alliances and Correspondent
                                          group, acting CFO, Senior Vice President
                                           of Finance, and Treasurer; he serves on
                                               the board of directors of Intelliden
                                           Corporation, Llamagraphics, Inc. and is
                                          chairman of Step 9 Software Corporation.

                                          He has served as a Managing Member of
                                             Mortonsgroup, LLC, a private equity
                                          group that invests in and works with early
                     66/Director since       stage technology companies, since
Gerald H. Taylor
                   2000/Expires in 2009     January 2000. From 1996 to 1998; he
                                              was CEO of MCI Communications
                                           Corporation; he serves on the board of
                                           directors of Lafarge North America Inc.


Audit Committee: Stephen P. Bradley, Ph.D., Bruce L. Claflin, Lawton W. Fitt (Chairperson), Michael J. Rowny
Compensation Committee: Harvey B. Cash, Judith M. O'Brien (Chairperson), Gerald H. Taylor
Governance and Nominations Committee: Stephen P. Bradley, Ph.D., Harvey B. Cash (Chairperson), Judith M.
O'Brien
                                                                        CELSION CORPORATION
                                                                        10220-L Old Columbia Rd
                                                                        Columbia, MD 21046-2364
                                                                     www.celsion.com           (410)
                                                                                290-5390

Public            Number of                                                                                                   Last
        Number of
  or               Female Names of Directors   Age/Term/Expiration       Background Information        Board Compensation   Updated/
        Directors
Private           Directors                                                                                                  Source
                                                             Mr. Weaver was appointed Senior
                                                             Vice President and Chief Financial
                                                            Officer of Sirna Therapeutics, Inc on
                                                              February 13, 2006. From 2002 to
                                                             2005 he was Vice President, Chief
                                                              Financial Officer and Secretary of
                                                             Nastech Pharmaceutical Company
                                                               Inc. (NASDAQ: NSTK). Prior to
                                                           joining Nastech, Mr. Weaver held the
                                                           positions of Vice President, Strategic
                                                              Development, and Vice President
                                                              and Chief Financial Officer of Ilex
                                                            Oncology, Inc., an oncology-focused
                                                              biopharmaceutical company from
                                  52/ Director since 2005/                                           During the year ended December
Public   5   0   Gregory Weaver                              1999 to 2002. During his tenure at
                                       Expires 2011                                                   31, 2007, each director who was 2008 Proxy
                                                             Ilex, Mr. Weaver was involved in a
                                                                                                            not also an officer of the
                                                              series of strategic financings and
                                                                                                      Company received annual cash
                                                           acquisitions. Prior to Ilex, Mr. Weaver
                                                                                                       compensation in the amount of
                                                                 held several senior financial
                                                                                                       $25,000 payable quarterly, and
                                                              management positions, including
                                                                                                            an additional $1,000 for
                                                             Vice President and Chief Financial
                                                                                                     attendance at special meetings of
                                                               Officer of Prism Technologies, a
                                                                                                      the Board of Directors and each
                                                            medical device company, and Chief
                                                                                                       meeting of a2008 committee of
                                                               Financial Officer of a division of
                                                                                                       the Board of Directors that was
                                                           Fidelity Capital. Mr. Weaver received
                                                                                                        not held in conjunction with a
                                                               a B.A. in accounting from Trinity
                                                                                                     meeting of the Board of Directors.
                                                           University in San Antonio, Texas, and
                                                                                                       In addition, on March 19, 2007
                                                              an M.B.A. in finance from Boston
                                                                                                          the Company issued 5,896
                                                           College. He also served in the United
                                                                                                       shares of common stock to Dr.
                                                                States Air Force. Mr. Weaver
                                                                                                     Link as a retainer for his services
                                                                                                         as Chairman of the Board of
                                                                                                     Directors for the fiscal year ended
                                                                                                      December 31, 2007. Each other
                                                                                                            nonexecutive director is
                                                                                                      reimbursed for his out-of-pocket
                                                                                                     costs of attending meetings of the
                                                                                                           Board of Directors and of
                                                                                                         committees of the Board of
                                                                                                           Directors. Additionally, the
                                                                                                     Chairman of the Audit Committee
                                                                                                        received an additional annual
                                                                                                          cash fee of $8,000 and the
                                                                                                      Chairman of the Compensation
                                                                                        the Board of Directors that was
                                                                                         not held in conjunction with a
                                                                                      meeting of the Board of Directors.
                                                                                        In addition, on March 19, 2007
                                                                                           the Company issued 5,896
                                                                                        shares of common stock to Dr.
                                                                                      Link as a retainer for his services
                                              Dr. Chow has served as the Chief            as Chairman of the Board of
                                             Executive Officer of Harmony Asset       Directors for the fiscal year ended
                                             Limited since 1996, a publicly listed     December 31, 2007. Each other
                                             investment company specializing in              nonexecutive director is
                                                China and Hong Kong. He also           reimbursed for his out-of-pocket
                                            serves as the Chief Executive Officer     costs of attending meetings of the
                                                of Pacific Life Science Holdings            Board of Directors and of
                                             Limited. From 1990-1998, Dr. Chow            committees of the Board of
                                              was the Chief Executive Officer of            Directors. Additionally, the
                                             Allied Group of Companies based in       Chairman of the Audit Committee
                                              Hong Kong. Prior to this, Dr. Chow         received an additional annual
                                            held increasingly senior positions with        cash fee of $8,000 and the
                                            Brunswick Corporation and Outboard         Chairman of the Compensation
                   55/ Director since 2007/   Marine Corporation. Dr. Chow has        Committee received an additional
Dr. Augustine Chow
                        Expires 2011        held numerous directorships of listed          annual cash fee of $5,000.
                                            and non-listed companies, principally
                                            in Hong Kong, China and the UK. He
                                             has also participated and managed
                                            over fifty direct investments in China.
                                            Dr. Chow holds a M.Sc. from London
                                            Business School, a Ph.D. in Transfer
                                             of Technology from the University of
                                              South Australia, a DBA in Internet
                                                Research from Southern Cross
                                                 University, and an Engineering
                                              Doctorate in Commercialization of
                                               Radical Innovation from the City
                                                    University of Hong Kong.
                                              He is currently Chairman and Chief
                                             Executive Officer of QRxPharma Pty
                                                   Ltd., a development stage
                                              biopharmaceutical company and a
                                                     Visiting Scientist at the
                                                   Massachusetts Institute of
                                             Technology (MIT). He also serves as
                                              a director of ResMed (NYSE:RMD),
                                                  Transition Therapeutics Inc.
                                             (CDNX:TTH), Peplin Ltd (ASX:PEP),
                                             Protiveris Inc., and CTour A/S. From
                                                  1995 to 2001, Dr. Pace was
                                            President and Chief Executive Officer
                   60/ Director since 2002 / of RTP Pharma and, from 2000 to
Dr. Gary W. Pace                              2002, Dr. Pace was Chairman and
                         Expires 2009
                                              Chief Executive Officer of Waratah
                                                Pharmaceuticals Inc., a spin-off
                                              company from RTP Pharma. From
                                              1993 to 1994, he was the founding
                                            President and Chief Executive Officer
                                                of Transcend Therapeutics Inc.
                                            (formerly Free Radical Sciences Inc.),
                                             a biopharmaceutical company. From
                                               1989 to 1993, he was Senior Vice
                                               President of Clintec International,
                                            Inc., a Baxter/Nestle joint venture and
                                               manufacturer of clinical nutritional
                                             products. Dr. Pace holds a B.S. with
                                               honors from the University of New
                                       Prior to joining the Company and for
                                        the period from February 2005 to
                                          December 2006, Mr. Tardugno
                                      served as Senior Vice President and
                                            General Manager of Mylan
                                        Technologies Inc, a subsidiary of
                                        Mylan Laboratories. Before Mylan,
                                        from 1998 to 2005, Mr. Tardugno
                                         was Executive Vice President of
Michael H.   56/ Director since 2007/ Songbird Hearing, Inc. From 1996 to
Tardugno          Expires 2010        1998 he was Senior Vice President of
                                           Technical Operations for the
                                       ConvaTec division of Bristol-Myers
                                        Squibb, and from 1977 to 1995 he
                                      held increasingly senior positions with
                                           Bausch & Lomb and Abbott
                                       Laboratories. Mr. Tardugno holds a
                                        B.S. degree from St. Bonaventure
                                      University and completed the Harvard
                                          Business School, Program for
                                           Management Development.
                                                            Dr. Link has served as a director of
                                                             the Company since 1997 and has
                                                            been the Chairman of the Board of
                                                             Directors since October 2001. Dr.
                                                          Link currently provides consulting and
                                                              advisory services to a number of
                                                            pharmaceutical and biotechnology
                                                           companies. From 1993 to 1994, Dr.
                                                               Link served as Chief Executive
                                                                Officer of Corange, Ltd., a life
                                                                 science company that was
                                                           subsequently acquired by Hoffman-
                                                             LaRoche. From 1971 to 1993, Dr.
                                                            Link served in numerous positions
                                    67/ Director since
                Max E. Link                               with Sandoz Pharma AG, culminating
                                    1997/Expires 2010
                                                            in his appointment as Chairman of
                                                              their Board of Directors in 1992.
                                                           From 2001 to 2003, Dr. Link served
                                                             as Chairman and Chief Executive
                                                            Officer of Centerpulse Ltd. Dr. Link
                                                             currently serves on the Boards of
                                                                Directors of Human Genome
                                                               Sciences, Inc. (Nasdaq:HGSI),
                                                               Alexion Pharmaceuticals, Inc.
                                                                  (Nasdaq:ALXN), Access
                                                           Pharmaceuticals, Inc. (AMEX: AKC),
                                                            Protein Design Labs, Inc. (Nasdaq:
                                                            PDLI), and Discovery Laboratories,
                                                          Inc. (Nasdaq:DSCO). Dr. Link holds a



Mr. Weaver (Chairman) and Drs. Link and Chow, each of whom is independent under the applicable rules of The American Stock
Exchange and rule 10A-3 under the Securities and Exchange Act of 1934 currently serve on the Audit Committee.
Drs. Pace (Chairman), Mr. Weaver, and Dr. Link currently comprise the Compensation Committee.
The current members of the Nominating and Governance Committee are Drs. Pace and Link, each of whom is deemed to be
independent under applicable NASDAQ rules.
                                                                                         CommerceFirst Bancorp, Inc.
                                                                                          1804 West Street, Suite 200
                                                                                          Annapolis, Maryland 21401
                                                                                           www.commerce1st.com
                                                                                                (410) 280-6695
            Number Number                                                                                                                                         Last
Public or                             Names of
                of    of Female                         Age/Term/Expiration                 Background Information                    Board Compensation        Updated/
 Private                              Directors
            Directors Directors                                                                                                                                  Source
                                                                                   Mr. Morgan is President and Chief Executive
                                                                                          Officer of CommerceFirst Bank and
                                                                                     CommerceFirst Bancorp. From 1997 until         Directors of the Company and
                                                                                    July 1999, he was a cabinet level advisor to    Bank received compensation
                                                                                        the Anne Arundel County Executive on        for membership on the Board
                                                                                  issues relating to the economy and economic         or attendance at Board or
                                                                                    development, and was President and Chief        committee meetings in 2007.
                                                                                   Executive Officer of Anne Arundel Economic       Directors of the Company and
                                                                                      Development Corporation. From 1990 to          the Bank (excluding Messrs
                                                                                    1997, Mr. Morgan served as President and           Jernigan, II, Morgan and
                                                                                  Chief Executive Officer of Annapolis National     Thomas) were paid $100 per
                                                                                    Bank. He has over 36 years of banking and        meeting attended, except for
                                                                                    financial management experience. He held       Mr. Hurtt, the Chair of the Audit
                                                    60/ Director since inception/
 Public        9         0        Richard J. Morgan                                   leadership roles in commercial lending at    Committee, who received $150 2008 Proxy
                                                            Expires 2009
                                                                                  Marine Midland Bank (now HSBC) from 1970           per meeting when serving in
                                                                                       though 1977 and with Maryland National        that capacity. The Company
                                                                                     Bank (now Bank of America) from 1977 to       does not currently maintain any
                                                                                          1982. He held the positions of Chief      plans pursuant to which stock
                                                                                   Financial Officer of Phillips Corporation and      options, restricted stock or
                                                                                   Toddson Corporation from 1982 to 1990. He        other equity based plans may
                                                                                   has served on numerous community boards,         be awarded to directors. The
                                                                                  commissions and community service groups,          Company does not maintain
                                                                                     including as Board member and Assistant          any pension, retirement or
                                                                                        Treasurer of the Anne Arundel Medical      deferred compensation plans in
                                                                                      Center; Board member and past Chair of       which directors may participate.
                                                                                   United Way of Anne Arundel County; Board
                                                                                     and Executive Committee as well as 2004
                                                    Mr. Mitchell is currently retired. He was the
                                                    President of Mitchell Business Equipment,
                                                   Inc., with which he served for over 20 years
                                                  until its sale in 1988. Mr. Mitchell was one of
                                                       the original organizers and directors of
                                                     Commerce Bank. Mr. Mitchell is active in
                     65/ Director since 2003/
Robert R. Mitchell                                      local service and civic organizations,
                           Expires 2009
                                                 including membership in Rotary International
                                                  for 20 years, service on the Prince George's
                                                 Salvation Army Local Board for 15 years and
                                                 membership in the Anne Arundel Junior Golf
                                                     Association for six years. Mr. Mitchell is a
                                                          resident of Anne Arundel County.
                                                 Mr. Watts is the owner of Plan Management,
                                                        a supplier of insurance and employee
                                                    benefits plans. Mr. Watts was appointed to
                                                     the Board of Directors of the Company in
                     65/ Director since 2005/    September 2005 to fill a vacancy in the class
Jerome A. Watts
                           Expires 2009           of 2008, and has served as a director of the
                                                    Bank since its organization. Mr. Watts was
                                                 one of the original organizers and directors of
                                                   Commerce Bank. Mr. Watts is a resident of
                                                                   Washington, DC.
                                                 Mr. Thomas is Executive Vice President and
                                                      Chief Operating and Financial Officer of
                                                    CommerceFirst Bank and CommerceFirst
                                                       Bancorp. From 1989 through 1999, he
                                                      served as Executive Vice President and
                   67/ Director since inception/      Treasurer (chief operating and financial
Lamont Thomas                                    officer) and as a director of Commerce Bank.
                           Expires 2009
                                                       From 1976 through 1989, Mr. Thomas
                                                    managed numerous corporate functions of
                                                 Citizens Bank of Maryland, a then $1.8 billion
                                                     commercial bank in the Washington D.C.
                                                    area. Mr. Thomas is a resident of Howard
                                                                        County.
                                                     Mr. Howlin is the Chairman and Chief
                                                      Executive Officer of Howlin Realty
                                                   Management, Inc., a real estate holding,
                                                 management and development firm, and of
                                                 Edward B. Howlin, Inc., a management and
                                                    holding company, and of its subsidiary
                                                companies, Dunkirk Supply, Inc. and Howlin
Edward B. Howlin, 71/ Director since inception/     Concrete, Inc. In addition to real estate
        Jr.               Expires 2009           management and development, the Howlin
                                                companies construct residential subdivisions
                                                       and design, manufacture and sell
                                                    construction components, systems and
                                                 supplies to various commercial, residential
                                                     and government projects, primarily in
                                                 Southern Maryland. Mr. Howlin is a resident
                                                            of Anne Arundel County.
                                                   Mr. Hurtt is the founder and President of
                                                 Charles L. Hurtt, Jr., P.A., a certified public
                                                     accounting firm located in Pasadena,
                                                   Maryland. Mr. Hurtt has been involved in
                                                  several charitable and civic organizations,
                                                   including organizations involved in youth
 Charles L. Hurtt,  61/ Director since 2003/      programs in Prince George's County. Mr.
    Jr., CPA              Expires 2009            Hurtt is also active in several professional
                                                    associations, including past or present
                                                   memberships in the Maryland Society of
                                                     Accountants, the National Society of
                                                Accountants and the Maryland Association of
                                                 Certified Public Accountants. Mr. Hurtt is a
                                                       resident of Anne Arundel County.
                                                    Mr. Shenk is the President of Whitmore
                                                      Group, a communications company
                                                 headquartered in Annapolis, Maryland. Mr.
George C. Shenk,    55/ Director since 2006/
                                                     Shenk was appointed to the Board of
        Jr.               Expires 2009
                                                Directors of the Company in July 2006 to fill a
                                                vacancy in the class of 2009. Mr. Shenk is a
                                                       resident of Anne Arundel County.
                                                      Mr. Jernigan is an attorney engaged in
                                                   private practice since 1982, is a co-founder
                                                   and co-managing principal of the law firm of
                                                   McNamee, Hosea, Jernigan, Kim, Greenan
                                                  & Walker, P.A. He is the Resident Principal-
                                                   in-Charge of the firm's Annapolis office. Mr.
                                                  Jernigan was one of the founding organizers
                                                    and members of the Board of Directors of
                                                  the former Commerce Bank in College Park,
Milton D. Jernigan, 53/Director since inception/ Maryland. He served as General Counsel to
         II                Expires 2009              Commerce Bank from its organization in
                                                      1989 until its acquisition by MainStreet
                                                         BankGroup (now a part of BB&T
                                                       Corporation) in December 1997. Mr.
                                                  Jernigan is a resident of Annapolis, Maryland
                                                      and is active in local bar associations,
                                                    chambers of commerce, service and civic
                                                 organizations, including the Annapolis Rotary
                                                    Club, the Annapolitan Club and service on
                                                   the Board of Directors of the Annapolis and
                                                        Anne Arundel County Chamber of
                                                       Until his retirement in April 2000, Mr.
                                                  Richardson was President of Branch Electric
                                                     Supply Company, a position he had held
                                                      since 1968. Mr. Richardson is also the
                                                     President of Crofton Bowling Center, is a
                                                   partner in numerous real estate investment
      John A.        64/ Director since 2003/         partnerships located throughout Anne
 Richardson, Sr.           Expires 2009               Arundel and Prince George's Counties,
                                                      continues to work as a consultant, and
                                                    manages real estate. Mr. Richardson is a
                                                   member of the National Bowling Proprietors
                                                     Association and serves on the Board of
                                                     Directors of Archbishop Spaulding High
                                                  School. Mr. Richardson is a resident of Anne
                                                                   Arundel County.
The Audit Committee is currently comprised of Mr. Hurtt (Chairman) and Messrs. Mitchell and Richardson.
The nominating committee consisting of all of the members of the Board of Directors who are "independent directors" within the meaning of NASD Rule 4200(a)(15).
The Compensation Committee is currently comprised of Mr. Shenk (Chairman) and Messrs. Howlin, Mitchell, Richardson and Watts.
4200(a)(15).
                                                                            CARROLLTON BANCORP                       344
                                                                             North Charles Street, Suite 300 Baltimore,
                                                                             Maryland 21201 www.carrolltonbank.com
                                                                                          (410) 536-7386

                    Number
Public Number                                                                                                                                                          Last
                        of          Names of
  or        of                                      Age/Term/Expiration           Business Background Information                    Board Compensation              Updated/
                     Female         Directors
Private Directors                                                                                                                                                     Source
                    Directors
                                                                          has served as a director of the Bank, since June
                                                                          1994, and of the Company since October 1995.
                                                                                                                                 Directors who are not employees
                                                  49/ Since 1994/ Expires Mr. Breeden is currently a managing member of
Public     12          0        Steven K. Breeden                                                                                  of the Bank received a monthly     2008 Proxy
                                                           2009             Security Development LLC and related real
                                                                                                                                  retainer fee of $1,000 for Board
                                                                           estate and development companies, a position
                                                                                                                                  meetings and an additional $300
                                                                                      he has held since 1980.
                                                                                                                                  for attending the Board meeting
                                                                            He has served as a director of the Bank since         and between $200 and $600 for
                                                                              February 2002 and of the Company since            each committee meeting attended.
                                    Harold I.      56/ Since 2002/ Expires February 2002. Since 1984, Mr. Hackerman has          The Chairman of the Board of the
                                   Hackerman                2009           been Vice President of Ellin & Tucker, a certified      Bank received a monthly fee of
                                                                            public accounting firm, and has provided audit,       $1,450. Directors do not receive
                                                                           accounting and consulting services since 1973.        additional fees for their service as
                                                                           Klein has served as a director of the Bank since         directors of the Company. In
                                                                             March 1999 and of the Company since April              addition, each non-employee
                                                                             1999. Mr. Klein has been Vice President and          director serving on the board of
                                                   49/ Since 1999/ Expires
                                 Howard S. Klein                            General Counsel for Klein‘s Super Markets, a        directors on the date of the Annual
                                                            2009
                                                                               family operated chain of seven full serve         Meeting receives, pursuant to the
                                                                             supermarkets and related development and             2007 Equity Plan, a grant of 300
                                                                                   operating companies since 1987.               shares of unrestricted stock. The
                                                                                                                                 Directors Deferred Compensation
                                                                                                                                  Plan was frozen as of 1990. No
                                                                                                                                 new participants have entered the
                                                                                                                                  Plan since 1990. No new grants
                                                                                                                                 will be made under the 1998 Plan.
                                                                                                                                 However, incentive stock options
                                                                                                                                 issued under this plan will remain
                                                                                                                                 outstanding until exercised or until
                                                                                                                                 the tenth anniversary of the grant
                                                                                                                                date of such options. Options have
                                                                                                                                 a maximum term of ten years and
                                                                                                                                 an exercise price that may not be
                                                                                                                                less than 100% of the closing price
                                                                                                      addition, each non-employee
                                                                                                    director serving on the board of
                                                                                                  directors on the date of the Annual
                                                                                                   Meeting receives, pursuant to the
                                                                                                    2007 Equity Plan, a grant of 300
                                                                                                   shares of unrestricted stock. The
                                                                                                   Directors Deferred Compensation
                                            Counselman has served as a director of the Bank
                                                                                                    Plan was frozen as of 1990. No
                                              since April 1985 and of the Company since its
                                                                                                   new participants have entered the
                                             inception in 1990. Mr. Counselman was elected
                                                                                                    Plan since 1990. No new grants
                                                Chairman of the Board of the Company in
    Albert R.       59/ Since 1985/ Expires                                                        will be made under the 1998 Plan.
                                             January 2002. He has been President of Riggs,
   Counselman                2009                                                                  However, incentive stock options
                                                Counselman, Michaels & Downes, Inc., an
                                                                                                   issued under this plan will remain
                                            insurance brokerage firm, since September 1987,
                                                                                                   outstanding until exercised or until
                                              and served in various executive positions with
                                                                                                   the tenth anniversary of the grant
                                                 that firm from 1972 to September 1987.
                                                                                                  date of such options. Options have
                                           has served as a director of the Bank since March        a maximum term of ten years and
                                           1999, and the Company since May 1999. He has            an exercise price that may not be
                                              been President and CEO of Eastern Sales &           less than 100% of the closing price
                                           Engineering, an electrical contracting and service      of the common stock on the date
                   51/ Since 1999/ Expires
David P. Hessler                              maintenance firm, since 1987 and was Vice            of the grant. Director‘s options are
                            2009
                                             President from 1986 to 1987. Mr. Hessler has            included in the computation of
                                              been Vice President of Advanced Petroleum                       share dilution.
                                           Equipment, a distributorship, since its inception in
                                                                 1998.
                                            has served as a director of the Bank since 1955
                                            and of the Company since its inception in 1990.
                                            He has been a partner in the law firm of Rogers,
                                             Moore and Rogers, counsel to the Bank, since
                                           1950. He has been Chairman of the Board of The
                                           Security Title Guarantee Corporation of Baltimore
                                                                 since
William C. Rogers, 81/ Since 1955/ Expires      1989 and a director since 1952, and was
        Jr.                 2009               President from 1970 until March 1989. Mr.
                                               Rogers is President of Maryland Mortgage
                                             Company where he has been a director since
                                           1953. He is also President of Moreland Memorial
                                               Park Cemetery, Inc. where he has been a
                                             director since 1959. He is the brother of John
                                                  Paul Rogers, a director of the Bank
                                                           and the Company.
                                             currently is serving as a director of Carrollton
                                           Bank (‗‗the Bank‘‘), the principal subsidiary of the
                                            Company, and the Company beginning with his
                                                appointment in 2001. He has been the
                   59/ Since 2001/ Expires
Robert J. Aumiller                         Executive Vice President and General Counsel of
                            2009
                                            MacKenzie Commercial Real Estate Services,
                                              LLC involved in brokerage and real estate
                                            development of various commercial real estate
                                                          projects, since 1983.
                                            currently is serving as a director of the Bank and
                                             the Company beginning with his appointment in
                                             2001. He is the Executive Vice President of the
                                               Plexus Corporation, a network engineering
                    70/ Since 2001/ Expires corporation, since August 2004. Prior to August
  Ben F. Mason
                             2009               2004, Mr. Mason served as the Executive
                                                Director of the Baltimore City Chamber of
                                            Commerce, a member business association that
                                            promotes business development within Baltimore
                                                              City, since 1993.

                                          currently is serving as a director of the Bank and
                                           the Company beginning with his appointment in
Charles E. Moore, 58/ Since 2001/ Expires   2001. He has been the Co-Founder, Director,
       Jr.                 2009           President and CFO of TelAtlantic, a consolidation
                                           of rural telephone companies across the United
                                                          States, since 1999.
                                            Francis X. Ryan has served as a director of the
                                              Bank and of the Company since January 25,
                                             2007 when he was appointed by the Board of
                                           Directors to fill the vacancy on the Board created
                                              by the resignation of John P. Hauswald who
                                             resigned as a director in January, 2007. Since
                                            1991, Mr. Ryan has served as President of F.X.
                                                Ryan & Associates, Ltd., a management
                  56/ Director since 2007/ consulting firm. Under applicable law, since Mr.
Francis X. Ryan
                       Expires 2009        Ryan was appointed as a director by the Board of
                                                Directors to fill a vacancy on the Board of
                                              Directors, he can serve only until the annual
                                                  meeting of shareholders following his
                                                 appointment unless he is elected by the
                                            shareholders to fill the remainder of the term of
                                                Mr. Hauswald. If Mr. Ryan is elected as a
                                             director, he will serve for a term expiring at the
                                                Annual Meeting of Shareholders in 2009.
                                              William L. Hermann has served as a director of
                                               the Bank and the Company since April, 2006
                                            when he was appointed by the Board of Directors
                                             to fill the vacancy in the class of directors whose
                                              term expires in 2008 created by the increase in
                                                 the number of directors from 11 to 12. Mr.
                                              Herman is a retired certified public accountant;
                                            and, since 1981, the founder and Chief Executive
                                               Officer of William L. Hermann, Inc., a financial
                                               management and consulting company. Under
                   67/ Director since 2006/ applicable law, since Mr. Hermann was appointed
William L. Hermann
                        Expires 2009          as a director by the Board of Directors after the
                                               2006 annual meeting of shareholders to fill a
                                            vacancy on the Board of Directors, Mr. Hermann
                                                 can serve only until the annual meeting of
                                            shareholders following his appointment unless he
                                                    is elected by the shareholders to fill the
                                             remainder of the term of the class of directors in
                                                which the vacancy occurs. If Mr. Hermann is
                                             elected as a director by the shareholders, he will
                                            serve for a term expiring at the Annual Meeting of
                                                             Shareholders in 2008.
                                           has served as director of the Bank since 1970
                                          and of the Company since its inception in 1990.
                                         Mr. Rogers has been Chairman of the Bank since
                                          February 1994. He was a partner of the law firm
                                           of Rogers, Moore and Rogers, counsel of the
                                            Bank, from 1970 until 1992. Mr. Rogers was
                 72/ Since 1970/ Expires               senior title officer of The
John Paul Rogers
                          2009           Security Title Guarantee Corporation of Baltimore
                                            from May 1991 until December 1992, having
                                          served as President from March 1989 until May
                                            1991, and as Executive Vice President from
                                          March 1970 until March 1989. He is the brother
                                          of William C. Rogers, Jr., a director of the Bank
                                                         and the Company.

The Audit Committee is composed of Messrs. Moore, Chairman, Hackerman, Hermann, Hessler and Klein.
The Compensation Committee is composed of Messrs. Hermann, Chairman, Breeden, Hackerman, and Moore.
The Nominating/Corporate Governance Committee is composed of Messrs. Hessler, Chairman, Breeden, and Moore.
                                                                               CapitalSource, Inc.
                                                                              4445 Willard Avenue
                                                                                   12th Floor
                                                                             Chevy Chase, MD 20815
                                                                             www.capitalsource.com
                                                                                 (301) 841-2700
            Number Number                                                                                                                           Last
Public or                         Names of
                of    of Female                Age/Term/Expiration      Business Background Information              Board Compensation           Updated/
 Private                          Directors
            Directors Directors                                                                                                                    Source

                                                                       Mr. Byrnes has been a private investor
                                                                       since January 2001. From June 1999
                                                                          until September 2005, Mr. Byrnes
                                                                         served as founder and Chairman of         The compensation program for
                                                                           Pulpfree, dba BuzzMetrics. From           Company‘s outside directors
                                                                          January 2000 until April 2000, Mr.      consists of annual retainer fees,
                                                                           Byrnes served as interim CEO of            meeting fees and longterm
                                                                       Meditrust Corp. From June 1999 until         equity awards. The Company
                                                                        December 2000, Mr. Byrnes was the           currently pays its directors an
                                                                       Chairman and CEO of Inceiba, LLC, a         annual retainer fee of $25,000.
                                                                          start-up incubator. Mr. Byrnes was     Members of the Audit Committee
                                                                         previously a Distinguished Teaching        are paid an additional retainer
                                  William G.   57/Director since 2003/
 Public        10        1                                              Professor of Finance at Georgetown       fee of $20,000, or $44,000 in the 2008 Proxy
                                   Byrnes           Expires 2009
                                                                          University‘s McDonough School of              case of the chairperson.
                                                                         Business from August 1988 to May         Members of certain other Board
                                                                             1999. Mr. Byrnes served as a               committees are paid an
                                                                         Managing Director of Alex, Brown &       additional retainer fee of $5,000
                                                                         Sons from July 1981 until February         for each committee on which
                                                                        1998. Mr. Byrnes currently serves as     they serve, or $7,500 in the case
                                                                          non-executive Vice-Chairman and         of the chairperson of each such
                                                                           Lead Independent Director of the      other committee. All retainer fees
                                                                       Board of Sizeler Property Investors, a        are generally paid within two
                                                                       real estate investment trust, and is on    weeks of our Annual Meeting of
                                                                        the Board of Regents of Georgetown       Stockholders. Each director also
                                                                                       University.                 receives $1,000 for each Board
                                                                                                                   meeting attended (in person or
                                                                                                                  telephonically), and members of
                                                                                                                       the Audit Committee and
                                                                                                                  members of certain other Board
                                                                                                                 committees are paid $2,000 and
                                                                                                                    $1,000, respectively, for each
                                                                                                                      meeting of their respective
                                                                                   of the chairperson of each such
                                                                                  other committee. All retainer fees
                                                                                     are generally paid within two
                                                                                   weeks of our Annual Meeting of
                                                                                  Stockholders. Each director also
                                                                                   receives $1,000 for each Board
                                                                                   meeting attended (in person or
                                        Mr. Delaney is a co-founder of the        telephonically), and members of
                                     company and Chief Executive Officer.              the Audit Committee and
                                      From inception until reorganization as       members of certain other Board
                                      a corporation, Mr. Delaney served as        committees are paid $2,000 and
                  44/Director since  one of two Executive Managers. From            $1,000, respectively, for each
                    inception in     1993 until its sale to Heller Financial in       meeting of their respective
John K. Delaney                                                                    committees attended (in person
                2000/Chairman of the 1999, Mr. Delaney was the co-founder,
                 Board/Expires 2009  Chairman and Chief Executive Officer          or telephonically). Meeting fees
                                     of HealthCare Financial Partners, Inc.,              are paid quarterly.
                                      a provider of commercial financing to
                                       small and medium-sized healthcare
                                               service companies.

                                          Ms. Grootwassink has served as the
                                          Chief Financial Officer of Washington
                                           Real Estate Investment Trust since
                                           May 2002, after joining the Trust in
                                         December 2001 as Managing Director,
                                           Finance and Capital Markets. From
                                         1999 through 2001, Ms. Grootwassink
    Sara L.      40/Director since 2004/ served as Vice President, Finance and
 Grootwassink         Expires 2009       Investor Relations at Corporate Office
                                           Properties Trust and, previously, as
                                          Equity Analyst at Johnston, Lemon &
                                         Co. Ms. Grootwassink is a member of
                                          the Strategic Planning Committee of
                                          Washington Hospital Center and is a
                                            chartered financial analyst and a
                                               certified public accountant.
                                           Mr. Steyer has been the Senior
                                        Managing Member and acting chief
                                       investment officer of Farallon Capital
                                         Management, L.L.C. and Farallon
                                      Partners, L.L.C. since their inception in
Thomas F.     50/Director since 2000/ 1986. Mr. Steyer is also a managing
  Steyer           Expires 2009       director of Hellman & Friedman, a San
                                        Francisco-based private investment
                                        firm. Prior to founding Farallon and
                                       joining Hellman & Friedman in 1986,
                                     Mr. Steyer worked for Goldman, Sachs
                                          & Co. and Morgan Stanley & Co.

                                        Mr. Fremder is a member of and a
                                          consultant to Farallon Capital
                                        Management, L.L.C. and Farallon
                                         Partners, L.L.C. He served as a
                                      managing member and Chief Financial
Andrew B.     46/Director since 2000/
                                       Officer of Farallon until February 1,
 Fremder           Expires 2010
                                      2003. Also, since April 1, 2003, he has
                                        been a co-founder, President and
                                       member of the board of directors of
                                      East Bay College Fund, a private non-
                                                profit corporation.
                                       Mr. Nussdorf has been President and
                                           Chief Operating Officer of Clark
                                          Enterprises, Inc., a privately held
                                        investment and real estate company
                                         based in Bethesda, Maryland, since
Lawrence C.   61/ Director since 2007/ 1998. Also, since 1977 he has been
 Nussdorf          Expires 2010        Vice President and Treasurer of Clark
                                        Construction Group, LLC, one of the
                                           nation‘s largest privately owned
                                          building contractors. Mr. Nussdorf
                                           currently serves on the board of
                                          directors of Pepco Holdings, Inc.
                                            Mr. Hosler has served as Chief
                                           Financial Officer of the Marcus &
                                            Millichap Holding Companies, a
                                           privately held investment and real
                                          estate services company based in
                                          Palo Alto, California since January
                                          2008. Prior to that, from June 2007
                                      through December 2007 and July 2006
                                       until June 2007 he was a consultant to
                                         and Chief Financial Officer of Mirion
                                      Technologies, a privately held radiation
                                        detection, measuring and monitoring
                                            company based in San Ramon,
                                       California. Previously, Mr. Hosler was
                                           Chief Financial Officer of Catellus
C. William   45/ Director since 2008/   Development Corporation starting in
 Hosler           Expires 2010         1999 through its merger into Prologis,
                                         each a real estate development and
                                           operating company based in San
                                           Francisco, California and Denver,
                                       Colorado, respectively. Mr. Hosler has
                                          been a member of our Board since
                                              July 1, 2007. Mr. Hosler was
                                        introduced and recommended to our
                                               Nominating and Corporate
                                       Governance Committee by one of our
                                      independent directors as a prospective
                                      director with broad expertise in the real
                                          estate and financial services areas.
                                          After Mr. Hosler had held favorable
                                           discussions with Mr. Delaney and
                                         indicated his willingness to serve on
                                            our Board, the Nominating and
                                          Mr. Eubankhas been a Managing
                                        Partner of Wachovia Capital Partners,
                                          LLC (formerly First Union Capital
                                         Partners) since 1995. Prior to joining
                                        Wachovia Capital Partners, he worked
Frederick W.   44/ Director since 2000/
                                        in Wachovia‘s Specialized Industries
 Eubank, II         Expires 2011
                                            Group (formerly First Union‘s
                                          Specialized Industries Group). Mr.
                                        Eubank currently serves on the board
                                         of directors of Comsys IT Partners,
                                                          Inc.
                                              Mr. Fish is a co-founder of the
                                           company, Chief Investment Officer
                                             and Vice Chairman of the Board.
                                              Previously, Mr. Fish had been
                                              President. From inception until
                                           reorganization as a corporation, Mr.
                                              Fish also served as one of two
                                        Executive Managers. Prior to founding
                                        CapitalSource, Mr. Fish was employed
                                         from 1990 to 2000 by Farallon Capital
                                            Management, L.L.C., serving as a
                                        managing member from 1992 to 2000.
                    50/ Director since
                                          Mr. Fish was responsible for the real
 Jason M. Fish   2000/Vice Chairman of
                                        estate activities of and was involved in
                 the Board/Expires 2011
                                        both credit and private equity investing
                                            for Farallon Capital Management,
                                           L.L.C. and Farallon Partners, L.L.C.
                                             and their affiliates. Before joining
                                          Farallon, Mr. Fish worked at Lehman
                                          Brothers Inc., where he was a Senior
                                             Vice President responsible for its
                                        financial institution investment banking
                                        coverage on the West Coast. Mr. Fish
                                             currently serves on the board of
                                         directors of Town Sports International
                                                              Inc.

                                            Mr. Hurd has been a Managing
                                             Director of Madison Dearborn
                                        Partners, LLC since 2000. From 1996
                                        until 2000, Mr. Hurd served in various
                38 Director since 2000/
Timothy M. Hurd                            capacities at Madison Dearborn
                     Expires 2011
                                        Partners, LLC. Prior to joining Madison
                                         Dearborn Partners in 1996, Mr. Hurd
                                        was a financial analyst with Goldman,
                                                      Sachs & Co.
Our Audit Committee currently consists of William G. Byrnes, who serves as Chairman, Sara L. Grootwassink and Lawrence C. Nussdorf
Our Compensation Committee currently consists of Timothy M. Hurd, who serves as Chairman, Thomas F. Steyer, Frederick W. Eubank, II and C. William Hosler
Our Nominating and Corporate Governance Committee currently consists of Andrew B. Fremder, who serves as Chairman, and Sara L. Grootwassink
                                                                           COSTAR GROUP, INC.               2
                                                                            Bethesda Metro Center      10th
                                                                            Floor                 Bethesda,
                                                                               MD 20814 www.costar.com
                                                                                    (301) 215-8300


            Number Number                                                                                                                            Last
Public or                           Names of
                of    of Female                     Age/Term/Expiration     Business Background Information            Board Compensation          Updated/
 Private                            Directors
            Directors Directors                                                                                                                     Source

                                                                               Michael R. Klein has been the         Each director, other than the
                                                                             Chairman of our Board of Directors       Chairman of the Board and
                                                                           since he and Mr. Florance founded the          any employee director,
                                                                              Company in 1987. He has been a           receives $20,000 annually
                                                                            partner of the law firm Wilmer Cutler    as compensation for serving
                                                   66/Director since 1987/    Pickering Hale & Dorr, LLP since         on the Company‘s Board.
 Public        7         0        Michael R. Klein                                                                       Attendance Fees. Each      2008 Proxy
                                                        Expires 2009           1974. Mr. Klein serves as Vice
                                                                            Chairman of the Board of Directors of         director, other than the
                                                                           Perini Corporation and as a director of    Chairman of the Board and
                                                                             SRA International, Inc. Chairman of          any employee director,
                                                                             CoStar Group, Inc. Partner, Wilmer         receives $2,000 for each
                                                                              Cutler Pickering Hale & Dorr LLP.            meeting of the Board
                                                                                                                         attended in person or by
                                                                                                                      telephone. Attendance fees
                                                                                                                          are not paid for special
                                                                                                                           meetings attended by
                                                                                                                       telephone or other similar
                                                                                                                             means of remote
                                                                                                                      communication. Chairman.
                                                                                                                      The Chairman of the Board
                                                                                                                      receives $120,000 annually
                                                                                                                           as compensation for
                                                                                                                     additional services that he is
                                                                                                                        required to perform in his
                                                                                                                         role as Chairman. Stock
                                                                                                                     Grants. Annually on the date
                                                                                                                        of the first Board meeting
                                                                                                                     following the annual meeting
                                                                                                                        of stockholders: (a) each
                                                                                                                           non-employee Board
                                                                                                                           member is entitled to
                                                                                                                        receive a restricted stock
                                                                                      Attendance Fees. Each
                                                                                      director, other than the
                                                                                  Chairman of the Board and
                                                                                      any employee director,
                                                                                     receives $2,000 for each
                                                                                       meeting of the Board
                                                                                     attended in person or by
                                         Andrew C. Florance is one of our
                                                                                  telephone. Attendance fees
                                          founders and has served as our
                                                                                      are not paid for special
                                     President and as a director since 1987
                                                                                       meetings attended by
                                        and as our Chief Executive Officer
                                                                                    telephone or other similar
                                         since 1995. Prior to founding the
                                                                                         means of remote
                                       Company, Mr. Florance held primary
                                                                                  communication. Chairman.
                                       responsibility for developing the first
                                                                                  The Chairman of the Board
                                        generation of software products for
                                                                                  receives $120,000 annually
                                       Federal Filings, an SEC Form 13-D
Andrew C.   44/ Director since 1987/                                                   as compensation for
                                         tracking service, which was later
 Florance        Expires 2009                                                    additional services that he is
                                      acquired by Dow Jones. Mr. Florance
                                                                                    required to perform in his
                                     was a co-founder of a commercial real
                                                                                     role as Chairman. Stock
                                       estate information trade association
                                                                                 Grants. Annually on the date
                                      (REI-NEX) and served on its board of
                                                                                    of the first Board meeting
                                         directors from 1993 to 1996. Mr.
                                                                                 following the annual meeting
                                      Florance also serves on the Board of
                                                                                     of stockholders: (a) each
                                      Trustees of The St. Andrews School.
                                                                                       non-employee Board
                                     He received a B.A. in economics from
                                                                                       member is entitled to
                                     Princeton University. CEO & President,
                                                                                    receive a restricted stock
                                                 Bonderman is Inc.
                                          David CoStar Group, a founding
                                                                                  grant worth at least $72,000
                                         partner of Texas Pacific Group, a
                                                                                  on the date of grant; (b) the
                                       private equity firm that includes TPG
                                                                                     Chairperson of the Audit
                                       Partners, L.P., TPG Partners II, L.P.,
                                                                                      Committee is entitled to
                                          TPG Partners III, L.P, and TPG
                                                                                    receive a restricted stock
                                         Partners IV, L.P. He is an officer,
                                                                                  grant worth at least $30,000
                                           director and shareholder of the
  David     65/ Director since 1995/                                                  on the date of grant; (c)
                                        investment managers and general
Bonderman        Expires 2009                                                       each member of the Audit
                                             partners of such funds. Mr.
                                                                                   Committee (other than the
                                        Bonderman currently serves on the
                                                                                    Chairperson) is entitled to
                                         board of directors of the following
                                                                                    receive a restricted stock
                                          public companies: Ducati Motor
                                                                                  grant worth at least $15,000
                                      Holding S.p.A.; Ryanair Holdings, plc,
                                                                                 on the date of grant; and (d)
                                     of which he is Chairman; and Gemplus
                                                                                   the Chairperson of each of
                                                  International S.A.
                                                                                      the Compensation and
                                           Principal, Texas Pacific Group.
                                         Warren H. Haber has been, for more
                                           than thirty years, Chairman of the
                                         Board and Chief Executive Officer of
                                        Founders Equity, Inc. and its affiliates,
                                            private investment concerns. Mr.
  Warren H.    67/ Director since 1995/     Haber is also Managing General
    Haber           Expires 2009        Partner of FEF Management Services,
                                        LLC, which manages Founders Equity
                                        SBIC I, L.P. Mr. Haber currently serves
                                         on the board of directors of Warnex
                                         Ltd. Chairman of the Board & CEO,
                                                  Founders Equity, Inc.
                                        Josiah O. Low, III has been a Venture
                                         Partner of Catterton Partners IV L.P.
                                         since August 2001. Prior to that, Mr.
                                             Low worked for 16 years at the
                                           investment banking firm of Credit
                                              Suisse First Boston (formerly
                                         Donaldson, Lufkin & Jenrette), where
Josiah O. Low, 68/ Director since 1999/ he most recently served as Managing
      III           Expires 2009            Director/ Senior Advisor. Prior to
                                         joining Credit Suisse First Boston in
                                        1985, Mr. Low worked at Merrill Lynch,
                                          Pierce, Fenner & Smith and was a
                                          founding Managing Director of the
                                         Merrill Lynch Capital Market Group in
                                           1977. Venture Partner, Catterton
                                                     Partners IV L.P.
                                           Christopher J. Nassetta has been the
                                          President and Chief Executive Officer
                                          of Host Marriott Corporation since May
                                               2000. Mr. Nassetta joined Host
                                             Marriott in 1995 as Executive Vice
                                           President and was elected the Chief
                                             Operating Officer in 1997. Prior to
                                             joining Host Marriott, Mr. Nassetta
                                           served as President of Bailey Realty
                                          Corporation from 1991 until 1995, and
                                             he had previously served as Chief
Christopher J.   45/ Director since 2002/   Development Officer and in various
  Nassetta            Expires 2009          other positions with The Oliver Carr
                                          Company from 1984 through 1991. Mr.
                                              Nassetta serves on the boards of
                                            directors of Host Marriott, the Real
                                              Estate Round Table and National
                                          Association of Real Estate Investment
                                           Trusts (NAREIT). He also serves on
                                                the board of trustees and the
                                            compensation committee of Prime
                                          Group Realty Trust and as a member
                                           of the McIntire School of Commerce
                                            Advisory Board for the University of
                                              Virginia. CEO & President, Host
                                           Michael J. Glosserman is a Managing
                                            Member of The JBG Companies, an
                                          active investor, owner and developer in
                                             the Washington, D.C. metropolitan
                                                area‘s real estate market. Mr.
                                              Glosserman has over 35 years of
                                               experience in various aspects of
                                                investment, development and
                                                ownership of commercial and
                                           residential real estate. Prior to joining
                                           JBG in 1979, Mr. Glosserman worked
                                                in commercial real estate and
   Michael J.    62/ Director since 2008/       development with The Rouse
  Glosserman          Expires 2009         Company. Prior to his position at The
                                              Rouse Company, Mr. Glosserman
                                          began his career as a staff attorney for
                                             the U.S. Department of Justice. He
                                               serves as Board Chairman, The
                                             National Building Museum; District
                                              Council member, the Washington
                                            Urban Land Institute District Council;
                                            and Board Member of the Economic
                                                 Club of Washington, DC. Mr.
                                                Glosserman received a B.S. in
                                           Economics from The Wharton School
                                           of the University of Pennsylvania, and
                                            a J.D. from University of Texas Law
Audit Committee: Warren H. Haber, Josiah O. Low, III
Compensation Committee: Michael R. Klein, David Bonderman, Warren H. Haber, Christopher J. Nassetta
Nominating and Corporate Governance Committee: Michael R. Klein, Josiah O. Low, III, Christopher J. Nassetta
                                                                             COVENTRY HEALTH CARE 6705
                                                                               Rockledge Drive, Suite 900
                                                                               Bethesda, MD 20817-1850
                                                                            www.cvty.com                 301-
                                                                                       581-0600

            Number Number of
Public or                                                                                                                                               Last
                of     Female   Names of Directors   Age/Term/Expiration     Business Background Information             Board Compensation
 Private                                                                                                                                               Updated
            Directors Directors

                                                                              He is a general partner of Warburg     Upon joining the Board, new non-
                                                                            Pincus & Co. and a Managing Director employee directors will receive a
                                                                            of Warburg Pincus LLC, where he has        one-time initial grant of a non-
                                                                              been employed since 1993. He is a            qualified stock option to
                                                       42/Director since
 Public        11        1         Joel Ackerman                              director of Medical Staffing Network       purchase 10,000 shares of      Proxy 2008
                                                     1999/Expires in 2011
                                                                                Holdings, Inc., a leading medical     common stock vesting in equal
                                                                             staffing company and provider of per      amounts over four years at an
                                                                            diem nurse staffing services, as well as     exercise price equal to the
                                                                               several privately held companies.     closing market price on the date
                                                                                                                     of grant. Compensation for non-
                                                                                                                       employee directors elected to
                                                                                                                      the Board after January 1st will
                                                                                                                                  be prorated.
                                                                                                                       The Board approved the 2006
                                                                                                                     Program and an amendment to
                                                                                                                           the 2004 Incentive Plan
                                                                                                                            providing for awards to
                                                                                                                        nonemployee directors (the
                                                                                                                       ―Amendment‖), effective as of
                                                                                                                             January 1, 2006. The
                                                                                                                         stockholders approved the
                                                                                                                          Amendment at its annual
                                                                                                                      meeting held on May 18, 2006.
                                                                                                                          The Board set the annual
                                                                                                                       compensation under the 2006
                                                                                                                        Program at $225,000 to be
                                                                                                                       received as compensation for
                                                                                                                      participation in the Board‘s five
                                                                                                                       regularly scheduled meetings
                                                                                                                      and overall service as director,
                                                                                                                     but exclusive of committee and
                                                                                                                     special Board meeting fees and
                                                                                         qualified stock option to
                                                                                       purchase 10,000 shares of
                                                                                   common stock vesting in equal
                                                                                     amounts over four years at an
                                                                                       exercise price equal to the
                                                                                   closing market price on the date
                                            He has been a director of Arcadian     of grant. Compensation for non-
                                         Management Services, Inc., a company        employee directors elected to
                                           that owns and manages rural health       the Board after January 1st will
                                            care provider networks, since July                  be prorated.
                                            2001, and a director since October       The Board approved the 2006
                                             2002 of Valeant Pharmaceuticals       Program and an amendment to
                                                 International (formerly ICN             the 2004 Incentive Plan
                                             Pharmaceuticals, Inc.), a global,            providing for awards to
                                              research-based pharmaceutical            nonemployee directors (the
                                         company that develops, manufactures,        ―Amendment‖), effective as of
Lawrence N.       65/Director since       distributes and sells pharmaceutical,            January 1, 2006. The
 Kugelman       1992/Expires in 2011        research and diagnostic products.          stockholders approved the
                                          Since 2003, he has been a Director of         Amendment at its annual
                                           AccentCare, Inc., a company which        meeting held on May 18, 2006.
                                            provides in-home health care and            The Board set the annual
                                         support services. Since March 2005 he       compensation under the 2006
                                         has been a director of LABONE, Inc., a        Program at $225,000 to be
                                             diagnostic services provider. Mr.       received as compensation for
                                          Kugelman has been a private investor      participation in the Board‘s five
                                               and business consultant since         regularly scheduled meetings
                                              October 1996. Prior to that, Mr.      and overall service as director,
                                           Kugelman served as of Company‘s
                                         Chief Executive Officerthe our Company    but exclusive of committee and
                                          since January 2005. Prior to that he     special Board meeting fees and
                                                        served as                     chair retainers, which are set
                                            Executive Vice President, Chief       forth in the table below. The non-
               53/Director since 2005/   Financial Officer and Treasurer of our     employee directors elected the
Dale B. Wolf                                                                      form of payment (cash, restricted
                  Expires in 2011          Company from December 1996 to
                                                December 2004. He is a             stock, stock options or deferred
                                          director and a member of the audit          cash or deferred stock units)
                                           committee of HealthExtras, Inc., a      prior to the effective date of the
                                              provider of pharmacy benefit                    2006 Program.
                                               management services and
                                               Mr. Crandall previously served in
                                              various management positions with
                                           Kaiser Foundation Health Plan, Inc. and
                                            Kaiser Foundation Hospitals, including
                                            President and Chief Operating Officer
                                           from March 2000 until his retirement in
                                            June 2002, and Senior Vice President,
                                           Finance and Administration, from June
                                              1998 until March 2000. He is also a
                                             member of the boards of directors of
                   66/Director since 2004/ UnionBanCal, a bank holding company
L. Dale Crandall
                      Expires in 2010      whose primary subsidiary is Union Bank
                                                 of California, a large California
                                                    commercial bank, Covad
                                           Communications Group Inc., a provider
                                            of high speed internet connectivity and
                                               related communications services,
                                              Ansell Limited, a global provider of
                                            healthcare barrier protection products,
                                                  BEA Systems, an application
                                           infrastructure software company, and a
                                            trustee of four funds in the Dodge and
                                                  Ms. Tallett has been a Principal of
                                                Hunter Partners, LLC, which provides
                                               management services to developing life
                                                sciences companies, since July 2002.
                                                  She was Chief Executive Officer of
                                                   Marshall Pharmaceuticals, Inc., a
                                                  specialty pharmaceutical company,
                                               from November 2000 to January 2003.
                                               She was President and Chief Executive
                                                        Officer of Dioscor, Inc., a
                                               biopharmaceutical company, from May
                                                  1996 to July 2003. Ms. Tallett was
                                               President and Chief Executive Officer of
                       59/Director since 1998/
Elizabeth E. Tallett                               Ellard Pharmaceuticals, Inc. and
                          Expires in 2010
                                                Galenor, Inc., both biopharmaceutical
                                                  companies, from 1997 to 2000 and
                                                1999 to 2000, respectively. Ms. Tallett
                                                    is also a director of IntegraMed
                                                    America, Inc., a health services
                                                management company specializing in
                                                   fertility and assisted reproductive
                                                technology, Principal Financial Group,
                                                   Inc., a global financial institution,
                                                  Varian, Inc., an analytical scientific
                                                     instruments company, Varian
                                               Semiconductor Equipment Associates,
                                                 Inc., a semiconductor company, and
                                               Immunicon Inc., a specialty diagnostics
                                               has been a director of our Company
                                                since October 1996 and has been
                                               Chairman of the Board since January
                                                2005. He was President and Chief
                                              Executive Officer of our Company from
                         65/Director since
   Allen F. Wise                              October 1996 to December 2004. He is
                       1996/Expires in 2010
                                               a director and a member of the audit
                                                 committee of NCO Group, Inc., a
                                                  provider of accounts receivable
                                                management and other outsourced
                                                              services.
                                                He served as Chairman of the Board
                                                  from December 1995 to December
                                                2004. Dr. Austin has been Chairman
                                              and Chief Executive Officer of Arcadian
                                              Management Services, Inc., a company
                                                 that owns and manages rural health
                                                care provider networks and Medicare
                         63/Director since    health maintenance organizations, since
John H. Austin, M.D.
                       1988/Expires in 2009   June 1997. From October 1994 through
                                                March 1997, he was President of the
                                                    Professional Services Division of
                                               Unihealth, a voluntary non-profit health
                                                    care network. From July 1992 to
                                                 October 1994, Dr. Austin was a self-
                                                employed health care consultant and
                                               from 1987 to 1992 was Executive Vice
                                                 He is a general partner of Warburg
                                                Pincus and a Managing Director and
                                              Senior Advisor of Warburg Pincus LLC,
                                                 where he has been employed since
                                                1973. From June 1998 to present he
                                                has served as a director of Scientific
   Rodman W.         64/ Director since 1997/
                                                 Learning Corporation, a computer-
   Moorhead, III         Expires in 2009
                                                  based special education training
                                              company. From 1992 to present he has
                                                served as a director of Transkaryotic
                                                Therapies, Inc., a biopharmaceutical
                                               company. He is also a director of 4GL
                                               School Solutions, a data management
                                                        company for schools.
                                               Mr. Weglicki has been employed as a
                                               managing member of ABS Partners,
                                             L.P., the general partner of ABS Capital
                                               Partners, a private equity fund, since
                                                December 1993. Prior to December
                                             1993, he was employed as a Managing
                    56/ Director since 2001/
Timothy T. Weglicki                           Director of Alex. Brown & Sons, where
                        Expires in 2009
                                              he established and headed that firm‘s
                                              capital markets group. He is a director
                                             of a number of privately held information
                                             technology and health care companies.
                                                 He is a trustee of Garrison Forest
                                                               School.
                                              Mr. Mendelson is President of Avalere
                                                  Health LLC, a strategic advisory
                                               company that provides guidance and
                                               syndicated research for clients in the
                                               healthcare industry, government and
                       43/Member since
Daniel N. Mendelson                               the not-for-profit sector. Prior to
                       2005/Expire 2009
                                               founding Avalere Health in 2000, he
                                             served as Associate Director for Health
                                                    at the White House Office of
                                                    Management and Budget in
                                                          Washington, D.C.
Committees:
The members of the Audit Committee are Lawrence N. Kugelman (Chair), L. Dale Crandall and Elizabeth E. Tallett.
The members of the Compensation Committee are L. Dale Crandall (Chair), Rodman W. Moorhead, III and Timothy T. Weglicki.
The members of the Nominating/Corporate Governance Committee are Joel Ackerman (Chair), Daniel N. Mendelson and Timothy T. Weglicki.
                                                                                  DIALYSIS CORPORATION OF AMERICA
                                                                                     1302 Concourse Drive, Suite 204
                                                                                       Linthicum, Maryland 21090
                                                                                             (410) 694-0500
                                                                                      www.dialysiscorporation.com

            Number Number
Public or                            Names of                                                                                                                 Last
                of    of Female                      Age/Term/Expiration             Business Background Information               Board Compensation
 Private                             Directors                                                                                                               Updated
            Directors Directors

                                                                                 He is Chairman of the Board and was CEO of the            Our policy is not to pay
                                                                               Company until May 29, 2003. Mr. Langbein was the         additional compensation to
                                                                                  Chairman of the Board, CEO and President of          directors who are employees
                                                                             Medicore, Inc., DCA‘s parent Company until the merger of our Company. Of our five
                                     Thomas K.        62/ Director since
 Public        5         0                                                   of Medicore with and into DCA on September 21, 2005. directors, only Stephen W. 2008 Proxy
                                      Langbein       1980/Expires in 2008                                                                  Everett is an employee.
                                                                                 Mr. Langbein is President, sole shareholder and
                                                                              director of Todd & Company, Inc., an NASD member             Thomas K. Langbein is
                                                                              broker-dealer that is registered with the SEC. Todd &      Chairman of the Board of
                                                                                           Company is currently inactive.                 Directors, and received a
                                                                                                                                      stipend of $150,000 for 2007,
                                                                             Mr. Everett has been involved in the healthcare industry      plus certain perquisites
                                                                              for over 26 years, primarily responsible for oversight, amounting to $5,562 (includes
                                                       51/Director since       deal structuring, physician recruitment and practice    automobile related expenses
                                    Stephen W.                                                                                            of $1,606 and health and
                                                     2000/Chairman of the    management in the renal healthcare field. He joined the
                                      Everett                                                                                         dental insurance premiums of
                                                     Board/Expires in 2008       Company in November, 1998 as Vice President,
                                                                                 became Executive Vice President in June, 1999,           $3,956) for an aggregate
                                                                             President on March 1, 2000, and CEO on May 29, 2003        compensation of $155,562.
                                                                                                                                             The Compensation
                                                                                                                                        Committee recommends to
                                                                              Mr. Trause is a senior commercial account specialist     the board the stipend for Mr.
                                                                                engaged in the marketing of commercial insurance         Langbein, which has been
                                                       65/Director since
                                  Robert W. Trause                           specializing in property and casualty insurance sales to    increased to $200,000 for
                                                     1998/Expires in 2008
                                                                              mid-to-large range companies. He has been affiliated 2008. Mr. Langbein has been
                                                                              with an insurance agency in New Jersey since 1991.              instrumental in the
                                                                                                                                            Company‘s financing,
                                                                                                                                      business strategy and growth,
                                                                                                                                       and he devotes a substantial
                                                                                                                                          amount of his time to the
                                                                                                                                        Company. Messrs. Everett
                                                                                                                                           and Langbein make the
                                                                                                                                        compensation decisions for
                                                                                                                                           the independent board
                                                                                                                                      members, Messrs. Fischbein,
                                                                                                                   Committee recommends to
                                                                                                                  the board the stipend for Mr.
                                                                                                                    Langbein, which has been
                                                                                                                    increased to $200,000 for
                                                                                                                 2008. Mr. Langbein has been
                                                                                                                        instrumental in the
                                                                                                                       Company‘s financing,
                                                      Mr. Bienenstock is an attorney who has specialized in
                                                                                                                 business strategy and growth,
                                                       securities and corporate matters for over 30 years.
                                                                                                                  and he devotes a substantial
                                                     From September, 2000 through October, 2001 he was
                                                                                                                     amount of his time to the
                                                            a legal consultant with IDT Corp., a NYSE
                                                                                                                   Company. Messrs. Everett
                                                     telecommunications Company. He had been affiliated
              Alexander         70/Director since                                                                    and Langbein make the
                                                          with several law firms, and is currently a sole
             Bienenstock      2001/Expires in 2008                                                                 compensation decisions for
                                                      practitioner and real estate broker. Mr. Bienenstock‘s
                                                                                                                      the independent board
                                                     background includes having been an adjunct assistant
                                                                                                                 members, Messrs. Fischbein,
                                                     professor in accounting and management at New York
                                                                                                                 Trause and Bienenstock, who
                                                        University, and, for approximately 10 years, Chief
                                                                                                                 are the members of the Audit,
                                                        Attorney, Branch of Small Issues of the New York
                                                                                                                        Compensation and
                                                        Mr. Fischbein is an attorney. He was a director of           Nominating Committees.
                                                     Medicore, a position he held since 1984, until its merger        These outside directors
               Peter D.         68/Director since
                                                       with DCA in September 2005. Mr. Fischbein was a              receive no compensation
              Fischbein       2004/Expires in 2008
                                                     director of Viragen, Inc., a public Company and former      from the Company other than
                                                           subsidiary of Medicore from 1981 to 2002.              compensation as one of our
                                                                                                                  directors. No fees were paid
Audit Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Compensation Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
Nominating and Corporate Governance Committee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
                                                         Ms. McAvey has been a Senior Resident Fellow
                                                               and ULI/Klingbeil Family Chair for Urban
                                                         Development at the Urban Land Institute (―ULI‖)
                                                         in Washington, DC since 2001. ULI is a premier
                                                          research and education organization within the
                                                           real estate and land use industry. Ms. McAvey
                                                           was a member of the board of trustees of ULI
                                                            from 1995 to 2001. Prior to joining ULI, from
                                                               1998 to 2001, Ms. McAvey was Director,
                                                              Business Development, for Federal Realty
                                                            Investment Trust, an owner and manager of
              Maureen L.      61/ Director since 2005/            retail developments and mixed-use
               McAvey              Expires 2008             developments and a publicly traded company
                                                            listed on the New York Stock Exchange. Ms.
                                                              McAvey also has served as the Director of
                                                          Development for the City of St. Louis, a cabinet
                                                          level position in the Mayor‘s office and she was
                                                         Executive Director of the St. Louis Development
                                                           Corporation. Prior to working for the city of St.
                                                         Louis, Ms. McAvey led the real estate consulting
                                                           practices in Boston for Deloitte & Touche and
                                                           Coopers & Lybrand. Ms. McAvey directed the
                                                         west coast operations of Carley Capital Group, a
                                                                national development firm and also has
                                                         experience as a private developer. Ms. McAvey
Audit Committee is comprised of Daniel J. Altobello, W. Robert Grafton (Chair), Gilbert T. Ray, and Maureen L. McAvey.
Compensation Committee is comprised of Daniel J. Altobello (Chair), W. Robert Grafton, Maureen L. McAvey, and Gilbert T. Ray.
Nominating and Corporate Governance Committee is comprised of three independent directors, Daniel J. Altobello, Maureen L. McAvey, W. Robert Grafton and Gilbert T. Ray (Chair).
                                                                          EMERGENT BIOSOLUTIONS INC.
                                                                     2273 RESEARCH BOULEVARD, SUITE 400
                                                                    ROCKVILLE, MARYLAND 20850            301-
                                                                                    795-1877
                                                                       http://www.emergentbiosolutions.com


            Number Number
Public or                         Names of                                                                                            Last
                of    of Female               Age/Term/Expiration       Business Background Information         Board Compensation
 Private                          Directors                                                                                          Updated
            Directors Directors
                                                              Mr. El-Hibri has served as chief executive            Under our director
                                                                officer and as chairman of our board of         compensation program,
                                                            directors since June 2004. Mr. El-Hibri served      we pay each of our non-
                                                             as president from March 2006 to April 2007.         employee directors an
                                                             Mr. El-Hibri served as chief executive officer    annual retainer of $20,000
                                                               and chairman of the board of directors of        for service as a director.
                                                            BioPort Corporation from May 1998 until June           Each non-employee
                                                               2004, when, as a result of our corporate          director also receives a
                                                          reorganization, BioPort became a wholly owned          fee for each board and
                                                               subsidiary of Emergent BioSolutions. We              committee meeting
                                                             subsequently renamed BioPort as Emergent              attended. The board
                                                             BioDefense Operations Lansing Inc. Mr. El-         meeting fee is $1,500 for
                                                            Hibri served as chairman of Digicel Holdings,      attendance in person and
                                 49/ Director since 2004/ Ltd., a privately held telecommunications firm,        $500 for attendance by
Public   7   0   Fuad El-Hibri                                                                                                             2008 Proxy
                                      Expires 2010         from August 2000 to October 2006. He served             telephone. The audit
                                                             as president of Digicel from August 2000 to       committee meeting fee is
                                                              February 2005. Mr. El-Hibri has served as         $1,500 for attendance in
                                                          chairman of East West Resources Corporation,             person and $500 for
                                                            a venture capital and financial consulting firm,   attendance by telephone.
                                                             since June 1990. He served as president of             The compensation
                                                          East West Resources from September 1990 to           committee meeting fee is
                                                            January 2004. Mr. El-Hibri is a member of the       $1,000 for attendance in
                                                              board of trustees of American University, a          person and $300 for
                                                                member of the board of directors of the        attendance by telephone.
                                                           International Biomedical Research Alliance, an          The nominating and
                                                              academic joint venture among the National           corporate governance
                                                            Institutes of Health, or NIH, Oxford University    committee meeting fee is
                                                             and Cambridge University, and a member of          $1,000 for attendance in
                                                                                                                   person and $300 for
                                                                                                               attendance by telephone.
                                                                                                               The lead director receives
                                                                                                                   an additional annual
                                                                                                               retainer of $10,000. Each
                                                                                                                   member of our audit
                                                                                                                 committee receives an
                                                                                                               additional annual retainer
                                                                                                                of $5,000. Each member
                                                                                                                   of our compensation
                                                                                                                 committee receives an
                                                                                                               additional annual retainer
                                                                                                                of $3,000. Each member
                                                                                                                  of our nominating and
                                                                                                                  corporate governance
                                                                                                  person and $300 for
                                                                                              attendance by telephone.
                                                                                                  The nominating and
                                                                                                corporate governance
                                                                                              committee meeting fee is
                                                                                               $1,000 for attendance in
                                         Mr. Hauer has served as chief executive officer          person and $300 for
                                         of The Hauer Group, a consulting services firm,      attendance by telephone.
                                          since March 2006. Mr. Hauer served as senior        The lead director receives
                                            vice president and co-chair of the homeland           an additional annual
                                                security practice of Fleishman-Hillard        retainer of $10,000. Each
                                         Government Relations, a government relations             member of our audit
                                         service firm, from January 2005 to March 2006.         committee receives an
                                            Prior to joining Fleishman-Hillard, Mr. Hauer     additional annual retainer
                                         served as the director of Response to Disaster       of $5,000. Each member
                                               and Emergencies Institute and assistant            of our compensation
                                         professor at the George Washington University          committee receives an
                                          School of Public Health from November 2003          additional annual retainer
                                         to December 2004. Mr. Hauer served as acting         of $3,000. Each member
                55/ Director since 2005/
Jerome M. Hauer                          assistant secretary for public health emergency         of our nominating and
                     Expires 2010
                                         preparedness of the U.S. Department of Health          corporate governance
                                         and Human Services, or HHS, from June 2002             committee receives an
                                         to November 2003 and as director of the office       annual retainer of $3,000.
                                             of public health preparedness of HHS from         We reimburse our non-
                                             May 2002 to June 2002. He also served as        employee directors for out-
                                                  managing director of the crisis and             of-pocket expenses
                                              consequence management group at Kroll          incurred in connection with
                                         Associates, a risk consulting firm, from October      attending our board and
                                            2000 to February 2002. Mr. Hauer served as           committee meetings.
                                           the first director of the New York City Mayor‘s         Under the director
                                              Office of Emergency Management under            compensation program in
                                         Mayor Rudolph Giuliani. He also served as the              effect prior to the
                                            director of Emergency Medical Services and          completion of our initial
                                             Mr. Richard has served as the president and
                                                 chief executive officer of the Cleveland
                                               Foundation, the nation‘s oldest community
                                              foundation, since June 2003. From August
                                            2002 to February 2003, Mr. Richard served as
                                              president of Stem Cell Preservation, Inc., a
                                               start-up medical research company. After
                                              leaving Stem Cell Preservation and prior to
                                             joining Emergent BioSolutions, Mr. Richard
                                               served as a strategic business advisor for
                                                IGEN International, Inc., a biotechnology
                                                 company. Mr. Richard served as chief
                  51/ Director since 2001/ operating officer of In-Q-Tel, a venture capital
Ronald B. Richard
                       Expires 2010         fund that provides technologies to the Central
                                                Intelligence Agency, from March 2001 to
                                               August 2002. Prior to joining In-Q-Tel, Mr.
                                            Richard served in various senior management
                                           positions at Matsushita Electric Industrial Co., a
                                            consumer electronics company. Mr. Richard is
                                           a former U.S. foreign service officer. He served
                                           in Osaka/Kobe, Japan and as a desk officer for
                                            North Korean, Greek and Turkish affairs at the
                                            U.S. Department of State in Washington, D.C.
                                            Mr. Richard previously served as chairman of
                                                the board of trustees of the International
                                             Biomedical Research Alliance, an academic
                                              Dr. Harsanyi has served as chief executive
                                             officer and chairman of the board of directors
                                               of Exponential Biotherapies Inc., a private
                                               biotechnology company, since December
                                               2004. Dr. Harsanyi served as president of
                                            Porton International plc, a pharmaceutical and
                                                vaccine company, from January 1983 to
                                           December 2004. Dr. Harsanyi was a founder of
                                            Dynport Vaccine Company LLC in September
                                             1996. Prior to joining Porton International, Dr.
Zsolt Harsanyi,   63/ Director since 2004/     Harsanyi was vice president of corporate
     Ph.D.             Expires 2008           finance at E.F. Hutton, Inc. Previously, Dr.
                                               Harsanyi directed the first assessment of
                                            biotechnology for the U.S. Congress‘ Office of
                                                  Technology Assessment, served as a
                                             consultant to the President‘s Commission for
                                            the Study of Ethical Problems in Medicine and
                                            Biomedical and Behavioral Research and was
                                           on the faculties of Microbiology and Genetics at
                                           Cornell Medical College. Dr. Harsanyi received
                                                 a Ph.D. from Albert Einstein College of
                                              Medicine and a B.A. from Amherst College.
                                          Mr. Allbaugh has served as president of
                                         Ecosphere Systems, Inc., a subsidiary of
                                          Ecosphere Technologies, a technology
                                         company serving the homeland security,
                                     disaster response and defense markets, since
                                      September 2006. Mr. Allbaugh has served as
                                       president and chief executive officer of The
                                      Allbaugh Company, LLC, a corporate strategy
                                        and consulting services firm, since March
                                       2003. Mr. Allbaugh served as director of the
                                     Federal Emergency Management Agency from
                                      February 2001 to March 2003. Previously, Mr.
                                          Allbaugh served as deputy secretary of
Joseph M.   54/ Director since 2004/
                                     transportation of the Oklahoma Department of
 Allbaugh        Expires 2009
                                       Transportation and manager of a number of
                                         state and federal political campaigns. Mr.
                                      Allbaugh serves on the boards of directors of
                                      Citadel Security Software Inc., a publicly held
                                        enterprise security software company, and
                                          UltraStrip Systems, Inc., a publicly held
                                     technology company in the defense, homeland
                                       security and global ship repair markets. Mr.
                                      Allbaugh also serves on the board of advisors
                                      of Compressus Inc., a privately held software
                                        company. Mr. Allbaugh received a B.A. in
                                        political science from the Oklahoma State
                                                         University.
                                           Dr. Bailey served as a news analyst for NBC
                                               Universal, a media and entertainment
                                             company, from November 2001 to August
                                               2006. Previously, Dr. Bailey served as
                                          Administrator, National Highway Traffic Safety
                                              Administration, as Assistant Secretary of
                                              Defense (Health Affairs) and as Deputy
                 64/ Director since 2007/
Dr. Sue Bailey                                Assistant Secretary of Defense (Clinical
                      Expires 2009
                                               Services). Dr. Bailey is a former faculty
                                            member at Georgetown Medical School and
                                           U.S. Navy officer, having achieved the rank of
                                          Lt. Commander, U.S. Navy Reserve. Dr. Bailey
                                          received her D.O. from Philadelphia College of
                                             Osteopathic Medicine and a B.S. from the
                                                      University of Maryland.
                                                        Dr. Sullivan has served as president emeritus
                                                         of Morehouse School of Medicine since July
                                                            2002. Dr. Sullivan served as president of
                                                         Morehouse School of Medicine from 1981 to
                                                          1989 and from 1993 to 2002. From 1989 to
                                                         1993, Dr. Sullivan was Secretary of HHS. Dr.
                                                         Sullivan serves on the boards of directors of
                                                          United Therapeutics Corporation, BioSante
                                                           Pharmaceuticals, Inhibitex, Inc. and Henry
                                                          Schein, Inc., all publicly held biotechnology
                                                         companies. He is a founder and chairman of
                                                         Medical Education for South African Blacks,
           Louis W. Sullivan, 73/ Director since 2006/
                                                             Inc., a trustee of Morehouse School of
                 M.D.              Expires 2008
                                                             Medicine and Africare, a director of the
                                                         National Center on Addiction and Substance
                                                       Abuse at Columbia University and chairman of
                                                          the board of trustees of the National Health
                                                         Museum, a non-profit institution developing a
                                                            museum of health sciences. Dr. Sullivan
                                                        recently retired from the boards of directors of
                                                              Bristol-Myers Squibb Company, 3-M
                                                                   Corporation, Georgia Pacific
                                                         Corporation, Cigna Corporation and Equifax,
                                                       Inc. Dr. Sullivan received his M.D. from Boston
                                                       University and a B.S. from Morehouse College.


The members of our audit committee are Dr. Harsanyi, Dr. Sullivan and Mr. Richard. Dr. Harsanyi chairs the committee.
The members of our compensation committee are Dr. Harsanyi, Mr. Allbaugh and Mr. Richard. Mr. Richard chairs the committee.
The members of our nominating and corporate governance committee are Dr. Sullivan, Mr. Allbaugh, and Dr. Bailey. Dr. Sullivan chairs the committee.
                                                                          Eagle Bancorp, Inc.
                                                                     7815 Woodmont Avenue
                                                                    Bethesda, Maryland 20814
                                                                  www.eaglebankmd.com      (301)-
                                                                            986-1800

            Number Number
Public or                        Names of
               of    of Female              Age/Term/Expiration   Business Background Information   Board Compensation   Source
 Private                         Trustees
            Trustees Trustees
                                                            Until retiring in 1993, Mr. Abel was
                                                                                                       During 2007, each non-
                                                             partner-in-charge of the certified
                                                                                                       employee director of the
                                                                  public accounting firm of
                                                                                                     Company and Bank, other
                                                             Kershenbaum, Abel, Kernus and
                                                                                                     than Mr. Abel, received an
                                                            Wychulis, Rockville,Maryland with
                                                                                                     annual retainer of $5,000 in
                                                           which he served for forty-five years.
                                                                                                    cash ($7,500 if a member of
                                                          From October 1996, until resigning in
                                                                                                    both the Bank and Company
                                                             September 1997, Mr. Abel was a
                                                                                                     Board of Directors), plus a
                                                           member of the Board of Directors of
                                                                                                      cash fee of $300 for each
                                                            F&M National Corporation (NYSE)
                                                                                                        meeting of the Board of
                                                          and its wholly owned subsidiary, F&M
                                                                                                   Directors of the Company, the
                                                                Bank- Allegiance, Bethesda,
                                                                                                   Board of Directors of the Bank
                                                           Maryland, and prior to that time was
                                                                                                   or a committee of the Board of
                                      80/Director since   Chairman of the Board of Allegiance
Public   9   0   Leonard L. Abel                                                                      the Company or the Bank      2008 Proxy
                                   inception/Expires 2008    Bank, N.A. (collectively with F&M
                                                                                                   attended ($400 per meeting of
                                                           Bank - Allegiance, "Allegiance") and
                                                                                                   a committee if serving as chair
                                                          its holding company Allegiance Banc
                                                                                                   of the committee). Directors of
                                                           Corporation, from their organization
                                                                                                     both the Company and the
                                                                until their acquisition by F&M
                                                                                                     Bank are eligible to receive
                                                             National Corporation, which was
                                                                                                     grants of options under the
                                                             subsequently acquired by BB&T
                                                                                                   Company‘s stock option plans,
                                                            Corporation ("F&M"). Mr. Abel was
                                                                                                      however, no options were
                                                               also Chairman of the Board of
                                                                                                    issued to any non-employee
                                                          Directors of Central National Bank of
                                                                                                       directors in 2007, and no
                                                                Maryland from 1968 until its
                                                                                                   expense related to prior grants
                                                           acquisition in 1986 by Citizens Bank
                                                                                                      to non-employee directors
                                                            of Maryland (now SunTrust Banks,
                                                                                                       was recognized in 2007.
                                                                              Inc.).
                                            President of Washington Analysis,
                                              Corp. and its predecessor firm,
                                          Washington Analysis LLC, a leading
                                             governmental policy investment
                                          research group in Washington, D.C.,
                                            since its inception in 1973. He has
                                              served as Executive Managing
                                          Director and Director of Research of
                                            HSBC Securities, Inc., Director of
    Leslie M.     64/Director since 2003/ Economic and Investment Research
Alperstein, Ph.D.      Expires 2008         for NatWest Securities, Prudential
                                            Securities, Shields Model Roland,
                                              Inc. and Legg Mason & Co. His
                                            professional memberships include
                                          the National Association of Business
                                          Economists, the National Economists
                                          Club, and the Washington Society of
                                           Investment Analysts. Mr. Alperstein
                                               was appointed to the Board of
                                               Directors in September 2003.

                                            Mr. Dworken is the owner of Curtis
                                               Chevrolet-Geo, an automobile
                                            dealership in Washington, D.C. Mr.
                                                Dworken was a Director of
                                            Allegiance from 1987 until October
                                             1997, and a director of Allegiance
   Dudley C.        57/ Director since
                                           Banc Corporation from 1988 until its
   Dworken          1999/Expires 2008
                                            acquisition by F&M. Mr. Dworken is
                                              an active member of numerous
                                           community, business, charitable and
                                               educational institutions in the
                                              Washington, D.C./Montgomery
                                                        County area.
                                              President and Chief Executive
                                            Officer of the Bank. Mr. Flynn has
                                              over 30 years experience in the
                                           banking industry in the Washington,
                                            D.C. and Maryland region. Prior to
                                           joining EagleBank in January 2004,
                                              he was the Washington region
                                           executive for Mercantile Bankshares
                                             Corporation from April 2003. He
                                               previously was the Director of
                                                Strategic Planning for Allfirst
                 59/ Director since 2004/
Michael T. Flynn                           Financial, Inc., and prior to that held
                      Expires 2008
                                           several executive level positions for
                                            Bank of America and predecessor
                                           companies. He has been involved in
                                             community affairs throughout his
                                              career, particularly educational
                                              groups including the American
                                          Institute of Banking and the Corcoran
                                             College of Art & Design. He is a
                                            Director of the Montgomery County
                                          Workforce Investment Board and the
                                                 Maryland Banking School.
                                        Mr. Margolisu is a graduate of
                                      Dartmouth College and Yale Law
                                    School, is a partner in The Margolius
                                    Firm, a law firm in Washington, D.C.,
                                     and until 2003 was a principal in the
                                      law firm of Margolius, Mallios and
                                     Rider, LLP. He specializes in estate
Philip N.   66/Director since 2003/ planning, probate, real estate, non-
Margolius        Expires 2008         profit organizations. Mr. Margolius
                                    has been an adjunct professor at the
                                        Washington College of Law at
                                     American University and lectures to
                                    professional groups in the community
                                     on estate planning. Washingtonian
                                       Magazine named him one of the
                                     area's leading real estate attorneys.
                                          President and Vice Chairman of the
                                           Board of Directors of the Company
                                               and Chairman of the Board of
                                              Directors of the Bank, and has
                                            served in such positions since the
                                         organization of the Company and the
                                             Bank. Mr. Paul served as Interim
                                                President of the Bank from
                                          November 3, 2003 until January 26,
                                         2004. Mr. Paul is President of Ronald
                                               D. Paul Companies and RDP
                                          Management, which are engaged in
                                                 the business of real estate
                                              development and management
                                             activities. Mr. Paul is a director of
                    51/ Director since       Republic Properties Trust, a New
Ronald D. Paul
                 inception/ Expires 2008     York Stock Exchange listed real
                                          estate investment trust. He is active
                                           in private investments, including as
                                          Chairman of Bethesda Investments,
                                           Inc., a private venture capital fund.
                                          Mr. Paul was a director of Allegiance
                                         from 1990 until September 1997, and
                                               a director of Allegiance Banc
                                              Corporation from 1990 until its
                                         acquisition by F&M, including serving
                                            as Vice Chairman of the Board of
                                          Directors from 1995. Mr. Paul is also
                                                 active in various charitable
                                            organizations, including serving as
                                              Vice Chairman of the Board of
                                              Directors of the National Kidney
                                          Foundation from 1996 to 1997, and
                                          Mr. Rogers has been engaged in the
                                            private practice of law since 1972
                                           with the Rockville, Maryland based
                                             firm Shulman, Rogers, Gandal,
                                          Pordy & Ecker, P.A., of which he is a
                                           partner. Mr. Rogers was a member
                 61/ Director since 2007/
Donald R. Rogers                                of the Board of Directors of
                      Expires 2008
                                           Allegiance from 1987 until October
                                           1997. Mr. Rogers has served as a
                                               director of the Bank since its
                                           organization, and was appointed to
                                               the Board of Directors of the
                                                Company in January 2007.

                                              Mr. Goodman has been with The
                                             Goodman, Gable, Gould Company,
                                            the Maryland based public insurance
                                              adjusting firm where he serves as
                                                President, since 1977. He is a
                                              director and past president of the
                                                National Association of Public
   Harvey M.      51/ Director since 2007/
                                           Insurance Adjusters, and is a director
   Goodman             Expires 2008
                                                   and principal of Adjusters
                                                International, a national public
                                              adjusting firm. Mr. Goodman has
                                               served as a director of the Bank
                                                since its organization, and was
                                             appointed to the Board of Directors
                                              of the Company in January 2007.
                                                                         Mr. Weinstein has served as
                                                                  President of Syscom Services, Inc., a
                                                                  technology consulting and integration
                                                                      firm, since 1997. Previously, he
                                                                   spent thirteen years with Automated
                                                                   Digital Systems (ADS), an integrator
                                                                    of duplication and fax technologies,
                                                                       where he rose to president and
                                                                   owner of the company (he sold ADS
                                                                   to Alco Standard Corporation, which
                                                                    became Ikon Office Solutions). Mr.
                          Leland M.       44/Director since April
                                                                     Weinstein has been appointed to
                          Weinstein        2005/Expires 2008
                                                                         advisory councils for Xerox,
                                                                     Intel/Dialogic, Sharp Electronics,
                                                                    Captaris/Rightfax, Murata Business
                                                                    Systems, Brooktrout Technologies,
                                                                        Panasonic Electronics and the
                                                                    technology council of the American
                                                                     Society of Association Executives
                                                                      (ASAE). He sits on the Board of
                                                                        Governors of the University of
                                                                   Maryland Alumni Association and is
                                                                       involved in numerous charities.

The Audit Committee of the Company is currently comprised of Mr. Dworken, the Chairman, and Messrs. Abel, Alperstein and Weinstein.
The Board of Directors has a standing nominating committee, consisting of all of the members of the Board of Directors who are ―independent
directors‖ within the meaning of NASDAQ Rule 4200(a)(15).
The Bank Compensation Committee is currently comprised of Mr. Blitz, the Chairman, and Messrs. Abel, Dworken, Natovitz, Paul, Rogers and
Weinstein.
                                                                                  ENTREMED, INC.
                                                                              9640 Medical Center Drive
                                                                              Rockville, Maryland 20850
                                                                                 www.entremed.com
                                                                                   (240) 864-2600

            Number Number                                                                                                                            Last
Public or                         Names of
                of    of Female                Age/Term/Expiration       Business Background Information              Board Compensation           Updated/
 Private                          Directors
            Directors Directors                                                                                                                     Source

                                                                         Since 1995, Mr. Tarnow has been an
                                                                         advisor to and member of the boards
                                                                                                                          After review of director
                                                                           of directors of several healthcare-
                                                                                                                      compensation information
                                                                           related organizations in the U.S.,
                                                                                                                   provided by the Compensation
                                                                        Canada and Europe, including Axcan
                                                                                                                       Committee‘s independent
                                                                          Pharma. From 1995-2000, he was
                                                                                                                       consultant, and review of
                                                                         President and CEO of Boston-based
                                                                                                                        relevant market data, on
                                                                          Creative BioMolecules, Inc. Prior to
                                                                                                                     February 5, 2007, the Board
                                  Michael M.   63/ Director since 2003/ 1995, he spent 22 years at Merck &
 Public        8         1                                                                                             approved the payment of      2008 Proxy
                                   Tarnow           Expires 2009         Co., Inc., where he served in a wide
                                                                                                                    annual cash retainers to non-
                                                                         variety of positions including heading
                                                                                                                       employee Directors, other
                                                                        corporate development, President and
                                                                                                                      than for Mr. Tarnow, in the
                                                                          CEO of Merck Frosst Canada and
                                                                                                                   amount of $15,000, payable in
                                                                          Executive Vice President of Merck-
                                                                                                                   one lump sum at each annual
                                                                         Medco. Mr. Tarnow received his J.D.
                                                                                                                      meeting. The Director who
                                                                         from the University of Illinois and his
                                                                                                                     serves as chair of the Audit
                                                                         bachelor‘s degree from Wayne State
                                                                                                                       Committee will receive an
                                                                                        University.
                                                                                                                     additional $7,500 and each
                                                                                                                   Director of the Compensation
                                                                                                                           Committee and the
                                                                                                                      Nominating and Corporate
                                                                                                                     Governance Committee will
                                                                                                                    receive an additional $5,000.
                                                                                                                     Directors have the option to
                                                                                                                     receive shares of restricted
                                                                                                                      stock in lieu of their annual
                                                                                                                       cash retainer payment. If
                                                                                                                          elected, the shares of
                                                                                                                    restricted stock will be issued
                                                                                                                         under the 2001 Plan. In
                                                                                                                   addition, on February 5, 2007,
                                                                                                                         the Board approved the
                                                                                                                     payment of meeting fees to
                                                                                   amount of $15,000, payable in
                                                                                   one lump sum at each annual
                                                                                      meeting. The Director who
                                                                                     serves as chair of the Audit
                                                                                       Committee will receive an
                                                                                      additional $7,500 and each
                                          He is the founder of Ronald Cape         Director of the Compensation
                                           Investment Management, LLC, a                  Committee and the
                                            consulting firm, and was the co-          Nominating and Corporate
                                            founder of Cetus Corporation, a          Governance Committee will
                                        genetic engineering company, where          receive an additional $5,000.
                                           he was Chairman of the Board of           Directors have the option to
                                             Directors for 20 years until the        receive shares of restricted
                                             company merged with Chiron               stock in lieu of their annual
                                         Corporation in 1991. He was also a            cash retainer payment. If
                                          founding member of the Industrial              elected, the shares of
                                         Biotechnology Association (now the        restricted stock will be issued
                                        Biotechnology Industry Organization             under the 2001 Plan. In
              76/ Director since 2003/
Ronald Cape                            — BIO) and served as its President for      addition, on February 5, 2007,
                   Expires 2009
                                       three years. Since 199l, Dr. Cape has            the Board approved the
                                             been an investor in the field of        payment of meeting fees to
                                       biotechnology and a board member of             non-employee Directors,
                                       many companies. He was the founding           including Mr. Tarnow, in the
                                             Chairman of Darwin Molecular             amount of $1,500 for each
                                        Corporation, which was later sold to          regularly scheduled Board
                                         Chiroscience plc., and is Chairman         meeting and $1,000 for each
                                       and a Director of Caprion, Inc., Ellipsis       committee meeting with a
                                           Biotherapeutics Corporation, and          duration of thirty minutes or
                                       Neugenesis Corporation. He is also a                       more.
                                              Director of Sunol Molecular
                                           Corporation and Neurobiological
                                        Donald S. Brooks has been one of
                                      EntreMed‘s directors since April 1996
                                      and was Vice President, Legal Affairs
                                     from 1998 until August 2001. Between
                                         1993 and 1998, Mr. Brooks was a
                                      practicing attorney with the law firm of
                                        Carella Byrne Bain Gilfillan Cecchi
                                       Stewart and Olstein, Roseland, New
                                      Jersey. Mr. Brooks continues to be of
                                      counsel to the firm. Prior thereto, Mr.
Donald S.   72/ Director since 1996/
                                       Brooks was employed by Merck and
 Brooks          Expires 2007
                                       Co., Inc. for 27 years, most recently,
                                     from 1986 to 1993, as Senior Counsel.
                                     From 1980 to 1985, Mr. Brooks served
                                        as a U.S. employer delegate to the
                                          Chemical Industries Committee,
                                        International Labor Organization in
                                        Geneva, Switzerland. He currently
                                       serves as a member of the Board of
                                           Directors of BioDiem, Ltd., an
                                        Australian biotechnology company.
                                        From 2001-2003, Mr. Burns was a co-
                                         founder and served as President and
                                             as Executive Vice President of
                                         MedPointe, Inc. From 2000-2001, he
                                          served as a founder and Managing
                                             Director of MedPointe Capital
                                        Partners. Previously, Mr. Burns was a
                                           founder, Chairman, President and
                                          CEO of Osiris Therapeutics, Inc. He
                                            has also been Vice Chairman of
                                          HealthCare Investment Corporation
               61/ Director since 2004/    and a founding General Partner of
James S. Burns
                    Expires 2008            Healthcare Ventures L.P.; Group
                                          President at Becton Dickinson and
                                        Company; and was Vice President and
                                        Partner at Booz Allen & Hamilton, Inc.
                                              Mr. Burns is Chairman of the
                                        Executive Committee of the American
                                        Type Culture Collection (ATCC), and a
                                        Director of Ciphergen Biosystems, Inc.
                                         He earned his BS and MS degrees in
                                        biological sciences from the University
                                          of Illinois and an MBA degree from
                                                    DePaul University.
                                            Mr. Bush has been a principal of
                                         Stuart Mill Capital, LLC, an Arlington,
                                         Virginia-based investment firm since
                                            1997. Since 2004, Mr. Bush has
                                        served as Vice Chairman of Enhanced
                                        Capital partners, LLC. From 1999 until
                                         2002, Mr. Bush also served as Vice
                                         President and Chief Financial Officer
                                         of Sato Travel Holdings, Inc. Prior to
                                           that, from 1994 through 1997, Mr.
                                         Bush was Vice President-Corporate
                                              Development of Sallie Mae
                                              Corporation. Mr. Bush had a
                                            successful 15-year career at the
               51/ Director since 2003/
Dwight L. Bush                           Chase Manhattan Bank in 1979. His
                    Expires 2007
                                        tenure at Chase included international
                                           corporate banking assignments in
                                          Latin America, Asia and the Middle
                                            East, and corporate finance and
                                            project finance in New York and
                                        Washington, D.C. Mr. Bush serves on
                                            the governing boards of several
                                           organizations involved in industry,
                                            education and the arts, including
                                        Cornell University, The Vaccine Fund,
                                          ICBC Broadcast Holdings, Inc, and
                                          The National Symphony Orchestra.
                                        Mr. Bush earned his bachelor‘s degree
                                                 from Cornell University.
                                        Dr. Hunter-Cevera is the President of
                                              the University of Maryland
                                       Biotechnology Institute. Prior to joining
                                        the University of Maryland in October
                                       1999, Dr. Hunter-Cevera had been the
                                        head of the Center for Environmental
                                         Biotechnology at Lawrence Berkeley
                                             National Laboratory between
                                         November 1994 and October 1999,
                                         Director of Fermentation, Research
  Jennie C.   60/ Director since 2001/        and Development at Cetus
Hunter-Cevera      Expires 2008           Corporation and a scientist at E.R.
                                          Squibb and Company. Dr. Hunter-
                                         Cevera was elected to the American
                                       Academy of Microbiology in 1995, the
                                          recipient of the 1996 SIM Charles
                                       Porter Award, elected as a SIM Fellow
                                       in 1997 and the 1999 Nath Lecturer at
                                         West Virginia University. She is the
                                           2004 recipient of the ASM Porter
                                        Award for achievement in biodiversity
                                                        research.
                                              Mr. Knight has been President of
                                          Generation Investment Management
                                           US, since August 2004. Prior to that,
                                             he was President of Sage Venture
                                          Partners, an investment company he
                                          started in 2000. From 2000 – 2003 he
                                          was a Managing Director of MetWest
                                           Financial. In 1991 Mr. Knight helped
                                            established the law firm of Wunder,
                                         Knight. He practiced with this firm as a
                                             partner until 1999. Mr. Knight also
                                             served as the General Counsel of
                                          Medicis Pharmaceutical from 1989 to
                                              1991. Mr. Knight has held senior
                57/ Director since 2000/ positions on the last four presidential
Peter S. Knight
                     Expires 2007           campaigns, including serving as the
                                          campaign manager for the successful
                                          1996 re-election of President Clinton.
                                          From 1977 to 1989, Mr. Knight served
                                          as Chief of Staff to Al Gore when Mr.
                                              Gore was a member of the U.S.
                                            House of Representatives and later
                                           the U.S. Senate. Mr. Knight currently
                                               serves as a director of Medicis
                                                 Pharmaceutical Corp. and
                                          Pharmaceutical Resources, Inc. He is
                                          also a director of Schroeders‘ mutual
                                         fund and hedge fund family, a member
                                         of the board of Duke University‘s Terry
                                            Sanford Institute of Public Policy, a
                                           Mark C. M. Randall has been a
                                         director of the Company since April
                                              1996. He has been CEO of
                                        Commander Asset Management Ltd.
                                             since May 2002. Prior to this
                                        appointment he was associated with
                                           Sarasin International Securities
  Mark C. M.   45/ Director since 1996/ Limited, London, England, a wholly
   Randall          Expires 2008       owned subsidiary of Bank Sarasin and
                                             Cie, a private bank based in
                                        Switzerland, where he was a Director
                                         since 1994 and Managing Director
                                       since 1999. Mr. Randall also serves as
                                            Chairman of Acorn Alternative
                                            Strategies (Overseas) Ltd., an
                                              investment fund company.

Audit Committee: Dwight L. Bush (Chair), Peter S. Knight, Mark C. M. Randall
Compensation Committee: Ronald Cape, Peter S. Knight, Mark C.M. Randall (Chairman)
Nominating/Corporate Governance Committee: Ronald Cape, Peter S. Knight (Chair)
                                                                       FOUNDATION COAL HOLDINGS, INC.
                                                                        999 Corporate Boulevard, Suite 300
                                                                        Linthicum Heights, MD 21090-2227
                                                                             www.foundationcoal.com
                                                                                 (410) 689-7500

Public Number Number                                                                                                                                              Last
                              Names of
  or        of    of Female               Age/Term/Expiration                  Background Information                         Board Compensation                Updated/
                              Directors
Private Directors Directors                                                                                                                                      Source

                                                                       James F. Roberts is our Chairman of the
                                                                        board of directors, President and Chief
                                                                                                                        Annual Retainer $40,000: Chairman
                                                                      Executive Officer. He was appointed to our
                                                                                                                         of the board of directors additional
                                                                     board of directors in 2004. Prior to his current
                                                                                                                        $10,000 annually: Lead independent
                                                                       position, Mr. Roberts had been President
                                                                                                                        director additional $10,000 annually:
                                                                          and Chief Executive Officer of RAG
                                                                                                                        Audit committee chairman additional
                                                                      American Coal Holding, Inc. since January
                                                                                                                         $10,000 annually: Other committee
                                                                          1999. Mr. Roberts was President of
                                                                                                                             chairmen additional $5,000
                                                                     CoalARBED International Trading from 1981
                              James F.    58/ Director since 2004/                                                         annually: Per board of directors      2008
Public     8         0                                                 to 1999, Chief Financial Officer of Leckie
                               Roberts         Expires 2009                                                                 meeting additional $1,500: Per       Proxy
                                                                        Smokeless Coal Company from 1977 to
                                                                                                                            committee meeting additional
                                                                     1981 and Vice President of Finance at Solar
                                                                                                                         $1,500: Initial equity compensation
                                                                         Fuel Company from 1974 to 1977. Mr.
                                                                                                                          3,000 shares of restricted stock:
                                                                      Roberts is a director of the National Mining
                                                                                                                           (1/5 vest each December 31st):
                                                                     Association, where he is also vice-chairman.
                                                                                                                        Annual equity compensation: 1,500
                                                                      In addition, Mr. Roberts is a director of the
                                                                                                                         shares of restricted stock:(1/3 vest
                                                                           Center for Energy and Economic
                                                                                                                                each December 31st)
                                                                     Development and a member of the executive
                                                                        committee of the National Coal Council.
                                                  He serves as Chairman of our audit
                                                 committee and is our audit committee
                                               financial expert. Mr. Crowley is a certified
                                            public accountant and has recently served as
                                             an independent business advisor to various
                                              companies. Prior to his retirement in 2002,
                                            Mr. Crowley had a thirty-two year career with
                                            Arthur Andersen LLP, of which 16 years were
                                            in Baltimore, Maryland, most recently serving
 William J.      62/ Director since 2004/
                                             for seven years as Managing Partner of the
Crowley, Jr.          Expires 2009
                                                 Baltimore office. Mr. Crowley currently
                                            serves as a director and member of the audit
                                            committee of BioVeris Corporation (where he
                                             serves as chairman of the audit committee)
                                            and Provident Bankshares Corporation. He is
                                             also a board member of the Baltimore Area
                                               Council of Boy Scouts of America, Junior
                                              Achievement of Central Maryland and the
                                                       Maryland Science Center.

                                                   He serves as the Chairman of the
                                               compensation committee. He is a Senior
                                                Managing Director in the Private Equity
                                               Group of The Blackstone Group L.P., an
                                                investment and advisory firm, which he
                                             joined in 1995. Mr. Foley has been involved
                                              in the execution of several of Blackstone‘s
                                                  investments and leads Blackstone‘s
                 40/ Director since 2004/
David I. Foley                               investment activities in the energy industry.
                      Expires 2009
                                            Prior to joining Blackstone, Mr. Foley was an
                                            employee of AEA Investors Inc. from 1991 to
                                                1993 and a consultant with The Monitor
                                                Company from 1989 to 1991. Mr. Foley
                                               currently serves as a director of Kosmos
                                               Energy Holdings, Mega Bloks Inc., Allied
                                             Waste, Inc. and World Power Holdings GP,
                                                                  Ltd.
                                          Mr. Giftos also serves as a member of the
                                        board of directors of Pacer International, Inc.
                                             in which he is a member of its audit
                                            committee and chair of its governance
                                        committee. From 1985 to 2004, he served in
                                             many executive positions with CSX
                                           Corporation and its subsidiaries (―CSX‖).
                                         From 2000 through 2004, Mr. Giftos served
P. Michael   61/ Director since 2005/      as CSX Transportation‘s Executive Vice
  Giftos          Expires 2009           President and Chief Commercial Officer. He
                                        served as Senior Vice President and General
                                          Counsel at CSX from 1990 through 2000.
                                         From 1985 through 1989 he served as Vice
                                         President and General Counsel at CSX. Mr.
                                           Giftos received his law degree from the
                                        University of Maryland and a Bachelor of Arts
                                        in Political Science from George Washington
                                                           University.
                                         Mr. Krueger is a Managing Director of First
                                         Reserve Corporation, a private equity firm
                                          focusing on the energy industry, which he
 Alex T.     34/ Director since 2004/
                                        joined in 1999. Prior to joining First Reserve
 Krueger          Expires 2009
                                           Corporation, Mr. Krueger worked in the
                                            Energy Group of Donaldson, Lufkin &
                                               Jenrette from 1997 until 1999.
                                               He has been a member of our board of
                                               directors since 2005. He serves as the
                                               Chairman of nominating and corporate
                                               governance committee. He served as a
                                               member of the board of directors of our
                                            predecessor, RAG American Coal Holdings,
                                              Inc., from 2000 to 2003. He is currently a
                                             principal in a management consultant firm.
                                             Mr. Richards was Executive Vice President
                                            and Chief Administrative Officer with El Paso
                                             Energy Corp. from 1996 until his retirement
                                            in 2002. From 1990 through 1996 he served
Joel Richards,   61/ Director since 2005/
                                                       as Senior Vice President
      III             Expires 2009
                                             Human Resources and Administration at El
                                            Paso Natural Gas Company. He was Senior
                                            Vice President Finance and Administration at
                                               Meridian Minerals Company, where he
                                             worked from 1985 to 1990. Prior to that, he
                                            held various management and labor relations
                                             positions at Burlington Northern, Inc., Union
                                              Carbide Corporation and Boise Cascade
                                                Corporation. Mr. Richards earned his
                                             Bachelor of Science in Political Science and
                                               Masters in Administration from Brigham
                                                           Young University.
                                         He currently serves as Chairman of Shell
                                       Canada‘s Mining Advisory Council. He is also
                                            a member of the board of directors of
                                          Bucyrus International, Inc. He began his
                                         mining career in 1974 with Phelps Dodge
                                         Corporation where he served as a Mining
                                          Engineer. From 1975 to 1997 he held a
                                          variety of operational and management
                                        positions with the Kerr-McGee Corporation,
                                         including General Manager of the Jacobs
                                       Ranch Mine, General Manager of the Galatia
Robert C.   61/ Director since 2005/    Mine and Vice President Operations, Kerr-
 Scharp          Expires 2009          McGee Coal Corporation. Mr. Scharp served
                                              as President of Kerr-McGee Coal
                                       Corporation from 1991 until 1995 and Senior
                                        Vice President, Oil and Gas Production for
                                          Kerr-McGee Corporation from 1995 until
                                        1997. From 1997 through 2000, Mr. Scharp
                                       served as Chief Executive Officer, Shell Coal
                                           Pty. Ltd in Brisbane, Australia and then
                                          served as the Chief Executive Officer of
                                        Anglo Coal Australia Pty. Ltd. until 2001. He
                                          joined the board of directors of Horizon
                                         Natural Resources, Inc. in early 2002, and
                                       later that year became Chairman and Acting
                                               He retired from American Electric Power
                                                Company (―AEP‖) in 2004 where he had
                                                  served as Vice Chairman and Chief
                                               Operating Officer. He served on the AEP
                                              board of directors from 2000 to 2004. From
                                               1990 until 2000 he held various executive
                                                  positions at Central and South West
                                                 Corporation (―CSW‖) including board
                                             membership beginning from 1991 until CSW
                                             was acquired by AEP in 2000. He was Chief
                                             Executive Officer of Central Power and Light
                                              Co. (―CPL‖ a CSW subsidiary) from 1987 to
 Thomas V.        63/ Director since 2006/        1990. Prior to 1987, Mr. Shockley‘s
 Shockley, III         Expires 2009                experiences included senior level
                                                responsibilities at CPL and with several
                                             energy companies engaged in the marketing
                                                and transporting of natural gas and the
                                                 production and marketing of coal. Mr.
                                              Shockley earned a BSEE from Texas A&M
                                              University-Kingsville and a MSEE from The
                                             University of Texas-Austin. He completed the
                                               Harvard Advanced Management Program
                                                 and The University of Michigan Utility
                                             Regulation Program. He serves on advisory
                                                  councils at The University of Texas
                                              (Engineering and Natural Science) and the
Audit Committee: William J. Crowley, Jr. (Chair), P. Michael Giftos, Robert C. Scharp, Thomas V. Shockley, III
Our compensation committee currently consists of David I. Foley (Chair), Alex T. Krueger, Joel Richards, III, Thomas V. Shockley, III and P. Michael Giftos.
Our nominating and corporate governance committee currently consists of Joel Richards, III (Chair), William J. Crowley, Jr., P. Michael Giftos and Robert C. Scharp.
ert C. Scharp.
                                                                    FORTRESS INTERNATIONAL
                                                                             GROUP, INC.
                                                                     9841 Broken Land Parkway
                                                                     Columbia, Maryland 21046
                                                                            (410) 312-9988
                                                                       http://www.thefigi.com/

            Number Number
Public or                         Names of                             Business Background                             Last
                of    of Female               Age/Term/Expiration                                Board Compensation
 Private                          Directors                                 Information                               Updated
            Directors Directors
                                                              From our inception through the       During the 2006 fiscal year, we
                                                               closing of the acquisition, Mr.       paid no compensation to our
                                                              Weiss had served as our Chief       directors. On April 24, 2007, our
                                                           Executive Officer, President and a             board of directors, by
                                                               member of our Board. He has            unanimous vote, adopted a
                                                           over 35 years of experience in the     compensation policy for our non-
                                                                 information technology and       employee directors, based on a
                                                            security market place. From 2002            recommendation of our
                                                            to August 1, 2004, Mr. Weiss was       compensation committee. The
                                                              the Chief Executive Officer and       compensation policy provides
                                                              President of System Detection,          non-employee directors an
                                                           Inc., a software security company.       annual grant of 10,000 shares
                                                            From 2000 to 2002, he served as          of restricted stock under our
                                                           President of Engineering Systems             2006 Omnibus Incentive
                                                               Solutions, Inc., a security and    Compensation Plan (the ―Plan‖)
                                      64/ Director since
                                                            biometrics integration firm. During   to be granted on or about May 1
Public   9   0   Harvey L. Weiss   inception 2007/ Expires                                                                           2007 Proxy
                                                              1999, Mr. Weiss was the Chief         of each calendar year (unless
                                             2007
                                                           Executive Officer and President of             the board determines
                                                               Global Integrity Corporation, a    otherwise), and which vest over
                                                              SAIC subsidiary specializing in     a two-year period with one-third
                                                           information security and served as        of the shares vesting on the
                                                             a Director until the company was     grant date, and each one-half of
                                                            sold in 2002. From 1996 to 1998,          the balance of such shares
                                                             until sold to Network Associates,     vesting on the first and second
                                                             Inc, Mr. Weiss was President of       anniversaries of the grant date,
                                                                  the Commercial Division,         respectively. In addition, a new
                                                            Secretary and Director of Trusted      member who joins the board of
                                                                Information Systems, Inc., a           directors will be entitled to
                                                             NASDAQ-listed security network           receive a one-time grant of
                                                             company. Prior to that time, from       $100,000 worth of restricted
                                                             1994 to 1996, Mr. Weiss served        stock under the Plan, based on
                                                               as President of Public Sector        the closing price on the grant
                                                                                                    date of our common stock on
                                                                                                  the OTC Bulletin Board, or such
                                                                                                         other recognized stock
                                                                                                        exchange on which our
                                                                                                     common stock trades. Such
                                                                                                     shares will vest over a three-
                                                                                                     year period, with one-third of
                                                                                                   such shares vesting on each of
                                                                                                       the first, second and third
                                                                                                   anniversaries of the grant date.
                                                                                                     Each non-employee director
                                                                           member who joins the board of
                                                                               directors will be entitled to
                                                                              receive a one-time grant of
                                                                             $100,000 worth of restricted
                                                                           stock under the Plan, based on
                                                                            the closing price on the grant
                                    From our inception through the          date of our common stock on
                                     closing of the acquisition, Mr.      the OTC Bulletin Board, or such
                                      McMillen had served as our                 other recognized stock
                                   Chairman of the Board. He has                exchange on which our
                                    over 18 years of experience in           common stock trades. Such
                                 government, finance and mergers            shares will vest over a three-
                                 and acquisitions. Mr. McMillen has         year period, with one-third of
                                  also served, since August 2005,          such shares vesting on each of
                                  as the President, Chief Executive            the first, second and third
                                 Officer and Chairman of the Board         anniversaries of the grant date.
                                     of Homeland Security Capital            Each non-employee director
                                     Corporation, a consolidator of          shall also receive an annual
                                 homeland security companies that            retainer fee of $20,000 and
                                    provides capital, management               $3,000 for each in-person
                                      advice and investments for             board meeting attended and
            54/ Director since
C. Thomas                             developing companies. Mr.               $1,000 for each telephonic
            inception - 2007/
 McMillen                             McMillen co-founded Global             board meeting attended. In
              Expires 2008
                                      Secure Corp., a homeland              addition, each member of the
                                 security company providing critical         audit committee (except the
                                   infrastructure services, in 2003,      chairman) shall receive $10,000
                                 and served as its Chief Executive          per year and the chairman of
                                 Officer until February 2004. From             the audit committee shall
                                     February 2004 until February         receive $30,000 per year. Each
                                   2005, Mr. McMillen served as a           member of the compensation
                                 consultant to Global Secure Corp.               committee (except the
                                    In addition, from October 2004         chairman) shall receive $5,000
                                 through July 2005, he served as a          per year and the chairman of
                                  Chairman of the Board of Global           the compensation committee
                                        Defense Corporation, a             shall receive $15,000 per year.
                                     development stage company               This non-employee director
                                  focused on acquiring companies            compensation policy became
                                   in critical infrastructure security.        effective on May 1, 2007.
                                 From December 2003 to February
                                         Mr. Rosato has over 25 years of
                                           experience in mission-critical
                                         service businesses. Since 2002,
                                         he has served as the co-founder
                                        and chairman of TSS and the co-
                                        founder and chairman of Vortech.
                                         From 1998 to 2001, Mr. Rostato
                                         served as the President - Group
                                                   Maintenance of
                                          America/Encompass Services
                                         Corporation, National Accounts
                                         Division. From 1995 to 1998, he
                   55/ Director since
                                            served as the founder and
Thomas P. Rosato   inception - 2007/
                                           President of Commercial Air,
                     Expires 2008
                                        Power & Cable, Inc. From 1980 to
                                            1995, he served in various
                                              capacities at Com-Site
                                           Enterprises, most recently as
                                         Chief Financial Officer and Chief
                                          Operating Officer. Mr. Rosato
                                          started his career in 1973 as a
                                           certified public accountant at
                                         Coopers & Lybrand. Mr. Rosato
                                        received a Bachelor of Science in
                                             Accounting from Temple
                                                     University.
                                  Mr. Gallagher has more than 25
                                   years of experience in mission
                                  critical fields. Since 2002, he has
                                    served as the co-founder and
                                    President of TSS and the co-
                                 founder and President of Vortech.
                                 From 1998 to 2001, Mr. Gallagher
                                   served as the President of the
                                   Total Site Solutions division of
                                 Encompass Services Corp. From
                                   1997 to 1998, he served as the
                                       President of the Total Site
                                  Solutions division of Commercial
                                    Air, Power & Cable, Inc. From
            50/ Director since
Gerard J.                          1991 to 1997, he served as the
            inception - 2007/
Gallagher                          Chief Facilities Operations and
              Expires 2007
                                         Security Officer of the
                                    International Monetary Fund.
                                 From 1980 to 1991, Mr. Gallagher
                                   served in various capacities at
                                     Com Site International, most
                                 recently as Senior Vice President
                                    of Engineering and Sales. Mr.
                                  Gallagher received a Bachelor of
                                  Science in Fire Science from the
                                     University of Maryland and a
                                         Bachelor of Science in
                                     Organizational Management
                                      (Summa Cum Laude) from
                                       Columbia Union College.
                                               Mr. Mitchell is President of
                                            Mitchell Holdings LLC, a New
                                           York-based merchant banking
                                         company he founded in January of
                                              1991, and since June 2004,
                                          Managing Partner of Las Vegas
                                          Land Partners LLC, a real estate
                                         development firm. From 1996 until
                                                the business was sold to
                                             American Express in August
                                               1998, Mr. Mitchell was the
                                          Founder and Co-Chief Executive
                                            Officer of Americash LLC. Mr.
                                           Mitchell served as a Director of
                                              Kellstrom Industries from its
                    46/ Director since
                                             inception until January 2002.
David J. Mitchell   inception - 2007/
                                              Kellstrom Industries filed a
                      Expires 2009
                                          voluntary petition under Chapter
                                                 11 of the United States
                                           Bankruptcy Code in the United
                                          States Bankruptcy Court for the
                                          District of Delaware on February
                                            20, 2002. Kellstrom Industries
                                           completed the U.S. Bankruptcy
                                                 Court-approved sale of
                                           substantially all of its assets to
                                           Kellstrom Aerospace, LLC, an
                                            entity controlled by Inverness
                                            Management LLC on July 17,
                                           2002. From October 1999 until
                                         February 2001, Mr. Mitchell was a
                                         director of Direct Furniture Inc. An
                                         involuntary petition under Chapter
                                            In 2005 after his retirement from
                                          the United States Senate, Senator
                                            Nickles founded and is currently
                                             Chairman and Chief Executive
                                               Officer of The Nickles Group,
                                             LLC, a consulting and business
                                              venture firm headquartered in
                                          Washington, D.C. Senator Nickles
                                            was elected to the United States
                                                 Senate in 1980 where he
                                                  represented the state of
                                             Oklahoma and held numerous
                                              leadership positions, including
                                           Assistant Republican Leader from
                                          1996 to 2002 and Chairman of the
                  56/ Director since 2005/ Senate Budget Committee from
Donald L. Nickles
                       Expires 2007          2003 to 2004. Senator Nickles
                                             also served on the Energy and
                                             Natural Resources Committee
                                               and the Finance Committee.
                                           While serving in the Unites States
                                               Senate, Senator Nickles was
                                           instrumental in several key areas
                                             of legislation including securing
                                           Senate passage of the Homeland
                                                 Security Act of 2002, the
                                                   legislation creating the
                                           Department of Homeland Security
                                           and the 2003 Tax Relief Act. Prior
                                           to his service in the United States
                                           Senate, Senator Nickles served in
                                           the Oklahoma State Senate from
                                               1979 to 1980 and worked at
                                        Prior to his election as a Director,
                                            Mr. Morton had served as a
                                        director of Broadwing Corp. from
                                           April 2006 until January 2007,
                                            when Broadwing Corp. was
                                                 acquired by Level 3
                                           Communications, Inc. Prior to
                                          that, Mr. Morton had served as
                                        President of Premier Bank, Bank
                                         of America until his retirement in
                                            September 2005 and was a
                                           member of Bank of America‘s
                                              Management Operating
                                         Committee. From 1997 to 2001,
                                        Mr. Morton served as President of
                   63/ Director since
                                           Mid-Atlantic Region, Bank of
John Morton, III   inception - 2007/
                                          America. Prior to assuming the
                     Expires 2008
                                         Regional President position, Mr.
                                            Morton was President of the
                                        Private Client Group from 1996 -
                                        1997. From 1994 - 1996, he was
                                        Chairman, CEO and President of
                                        The Boatmen‘s National Bank of
                                        St. Louis. From 1993 to 1994, he
                                        was CEO and President of Farm
                                        and House Financial Corporation.
                                        In 1990/1991, Mr. Morton served
                                               as Perpetual Financial
                                          Corporation‘s Chairman, Chief
                                         Executive Officer and President.
                                        Mr. Morton was a member of the
                                            Executive Committee of the
                                              Federal City Council in
                                       Prior to his election as a Director,
                                        Mr. Hutchinson had acted as our
                                         special advisor. Mr. Hutchinson
                                        was one of the original leaders of
                                           the Department of Homeland
                                                 Security serving as
                                          Undersecretary for Border and
                                      Transportation Security for the first
                                          two years of the Department‘s
                                          history. Mr. Hutchinson served
                                         three terms in the United States
                                         House of Representatives from
                                        the 3rd Congressional District of
                                          Arkansas (1997-2001) and as
                                              Administrator of the Drug
                 56/ Director since
                                      Enforcement Administration (2001-
Asa Hutchinson   inception - 2007/
                                      2003). Since 2001, Mr. Hutchinson
                   Expires 2009
                                              has been engaged in the
                                        homeland security law practice in
                                         Little Rock, Arkansas, and he is
                                          also a law partner in the firm of
                                        Venable LLP in Washington, DC,
                                         chairing their homeland security
                                         practice. Mr. Hutchinson is also
                                             the principal of Hutchinson
                                        Security Strategies, a consulting
                                       firm that develops comprehensive
                                        security plans for companies. Mr.
                                      Hutchinson serves on the board of
                                                directors of AFLINK
                                            Corporation, a company that
                                      offers software solutions to protect
                                      intellectual property, secure assets
                                           Mr. Jews served as President and
                                                Chief Executive Officer of
                                               CareFirst, Inc., a health care
                                             insurer and the seventh largest
                                               Blue Cross Blue Shield Plan,
                                              from1993 to December 2006.
                                            During this period, Mr. Jews was
                                            also President and CEO of both
                                                Blue Cross Blue Shield of
                                              Maryland , the Blue Cross and
                                            Blue Shield Plan of the National
                                               Capital area and CEO of the
                                             Delaware Blue Cross and Blue
                                            Shield Plan. From 1990 to 1993,
                                           Mr. Jews was President and Chief
                                            Executive Officer of Dimensions
                      55/ Director since
                                               Health Corporation, a multi-
 William L. Jews      inception - 2007/
                                             faceted healthcare corporation
                        Expires 2007
                                              based in Landover, Maryland.
                                           From 1979 to 1990, Mr. Jews was
                                              President and CEO of Liberty
                                           Medical Center, Inc., of Baltimore
                                           MD. Mr. Jews currently serves on
                                            the boards of The Ryland Group
                                           Inc. Compensation and Chairman
                                           of the Nominating Committee, and
                                                Choice Hotels International
                                                 Nominating and Diversity
                                           Committees. Mr. Jews received a
                                           Bachelor of Arts Degree from The
                                              Johns Hopkins University and
                                              Masters Degree from Morgan
                                                     State University.


Our Audit Committee currently has four members, John Morton, III (Chairman), David J. Mitchell, Asa Hutchinson and William L. Jews.

Our Compensation Committee currently has three members, Donald L. Nickles (Chairman), Asa Hutchinson and
John Morton, III.
We do not currently have a standing Nominating Committee since our board of directors determined that the
independent members of the board of directors (Messrs. Mitchell, Nickles, Morton, Hutchinson and Jews)
adequately fulfill the obligations of a nominating committee without the need of incurring additional costs of
committee meetings.
                                                                       FTI Consulting, Inc.            900
                                                                             Bestgate Road, Suite 100
                                                                               Annapolis, Maryland
                                                                       www.fticonsulting.com          (410)
                                                                                     951-4800

Public             Number
        Number of              Names of                                                                                                             Last
  or              of Female                    Age/Term/Expiration       Business Background Information              Board Compensation
        Directors              Directors                                                                                                           Updated
Private           Directors


                                                                          Since 2001, Mr. Berey has been Chief
                                                                       Financial Officer and a director of Avendra,
                                                                         LLC, a procurement company formed in
                                              56/ Director Since 2004/                                               For the year ended December
Public     10        1        Mark H. Berey                              2001 to serve the hospitality industry in                                  2008 Proxy
                                                   Expires 2011                                                          31, 2007, non-employee
                                                                       North America and the Caribbean. In 2004,
                                                                                                                      directors received an annual
                                                                         Mr. Berey also assumed the position of
                                                                                                                        retainer of $50,000. Non-
                                                                                Executive Vice President.
                                                                                                                    employee directors who served
                                                                                                                    as Chairs of the Compensation
                                                                        Mr. Crownover had a 30-year career with Committee and Nominating and
                                                                       McKinsey & Company, Inc. when he retired           Corporate Governance
                                                                       in 1998. He headed McKinsey‘s Southwest           Committee received an
                                                                          practice for many years, and also co-     additional $5,000 and the Chair
                               James W.       64/ Director since 2006/
                                                                           headed the firm‘s worldwide energy       of the Audit Committee received
                               Crownover           Expires 2010
                                                                           practice. In addition, he served as a          an additional $10,000.
                                                                       member of McKinsey‘s Board of Directors.
                                                                         Mr. Crownover also is Chairman of Rice
                                                                             University‘s Board of Trustees.
                                             Ms. Bacon has been President and CEO of
                                                Brandywine Living, a company she co-
                                               founded in 1996. From May 2003 to July
                                                2004, Ms. Bacon was its President and
                                                 Chief Operating Officer. From 1989 to
                                                  1993, Ms. Bacon served as Chief of
                                             Management and Planning, a cabinet-level
                                                 position under New Jersey Governor
                    57/ Director since 2006/
 Brenda J. Bacon                                James J. Florio, where she oversaw all
                         Expires 2010
                                                health care and human services reform
                                              efforts and departments, and served as a
                                             senior advisor to the Governor. In addition,
                                             in 1993, Ms. Bacon spent several weeks in
                                                Washington on loan to the Presidential
                                                Transition Team for the transition of the
                                                   Department of Health and Human
                                                               Services.

                                              Mr. Dunn has been our Chief Executive
                                             Officer since October 1995. In May 2004,
                                             he assumed the position of President, a
                    57/ Director since 1992/
 Jack B. Dunn, IV                            position he also held from October 1995
                         Expires 2011
                                               to December 1998. He served as our
                                              Chairman of the Board from December
                                                       1998 to October 2004.
                                             Since April 1997, Mr. Holthaus has been
                                             President and Chief Executive Officer of
                                               Williams Scotsman, Inc., the largest
                   58/ Director since 2004/
Gerard E. Holthaus                              provider of mobile office space and
                        Expires 2011
                                               modular buildings in the U.S. He was
                                            elected Chairman of the Board of Williams
                                                      Scotsman in April 1999
                                            Mr. Callaghan retired from Deutsche Bank
                                            Securities, Inc. in February 2000, where he
                                            was the Director of North American Equity
                   65/ Director since 2000/
Denis J. Callaghan                           Research. Prior to becoming Director of
                        Expires 2009
                                             Equity Research in 1992, Mr. Callaghan
                                              was responsible for the Insurance and
                                                         Financial Services.
                                             Since October 2004, Mr. Shaughnessy has
                                             been the executive Chairman of the Board
                                              of Directors of FTI. From 1989 to October
   Dennis J.        60/ Director since 1992/
                                             2004, he was a General Partner of Grotech
  Shaughnessy            Expires 2010
                                              Capital Group, Inc., a private equity firm.
                                               He continues to be a nonvoting special
                                                               general.
                                              Since 2002, Mr. Stamas has been a
                                             Partner of the international law firm of
                                           Kirkland & Ellis LLP. He is also a Venture
                 57/ Director since 1992/
George P. Stamas                           Partner of New Enterprise Associates, a
                      Expires 2010
                                          venture capital firm. From 1999 to January
                                           2002, Mr. Stamas was Vice Chairman of
                                                    the Board of Directors.

                                                 In 2005, he was first identified and
                                               recommended to the Nominating and
   Matthew F.       69/ Since 2005/ Expire    Corporate Governance Committee as a
    McHugh                   2009             possible candidate for director by one of
                                             our independent directors. The committee
                                              qualified him as a candidate for director.
                                                   Mr. Wendt was introduced to the
                                               Nominating and Corporate Governance
                                              Committee by an outside director search
                    65/ Since 2006/ Expire
 Gary C. Wendt                                 firm, Directorship Search Group, in April
                             2009
                                              2006. The committee qualified Mr. Wendt
                                               as a candidate to the Board on April 25,
                                                                 2006.
Audit Committee: Gerard E. Holthaus (Chairman), Mark H. Berey, James W. Crownover, Jr., Gary C. Wendt
Compensation Committee: Gary C. Wendt (Chair), Denis Callaghan, Gerard E. Holthaus, Matthew F. McHugh
Nominating/Corporate Governance Committee: Denis J. Callaghan, Brenda J. Bacon, Mark H. Berey, James W. Crownover, Matthew F. McHugh (Chair)
                                                                        SOURCEFIRE, INC.
                                                                    9770 Patuxent Woods Drive
                                                                     Columbia, Maryland 21046
                                                                    http://www.sourcefire.com/
                                                                            410.290.1616

            Number Number
Public or                         Names of                            Business Background                              Last
                of    of Female               Age/Term/Expiration                                Board Compensation
 Private                          Directors                                Information                                Updated
            Directors Directors
                                                       He was appointed Chairman of
                                                      our Board of Directors in October
                                                       2006. Before joining Sourcefire,
                                                          Mr. Jackson was a private
                                                        investor from September 2001
                                                      until May 2002. Prior to that, Mr.
                                                        Jackson co-founded Riverbed
                                                         Technologies, Inc., a wireless
                                                       infrastructure company, served
                                                        as its CEO from January 1999
                                                       until the sale of the company to
                                                         Aether Systems Inc. for more
                                                       than $1.0 billion in March 2000
                  E. Wayne       46/ Director since                                              Following the
Public   9   0                                        and continued as an employee of                                  2008 Proxy
                 Jackson, III   2002/ Expires 2010                                       consummation of our initial
                                                         Aether Systems as Managing
                                                                                         public offering and until the
                                                        Director of Aether Capital until
                                                                                           date of our 2008 Annual
                                                      September 2001. Previously, Mr.
                                                                                          Meeting of Stockholders,
                                                          Jackson built an emerging
                                                                                            we have agreed to pay
                                                         technologies profit center for
                                                                                           each of our directors an
                                                       Noblestar Systems Inc., a large
                                                                                          annual fee of $15,000 to
                                                            systems integrator, and
                                                                                            serve on our Board of
                                                          consulted to organizations
                                                                                          Directors. In addition, we
                                                        including General Electric, the
                                                                                           pay the chairman of our
                                                          World Bank and the Federal
                                                                                         Audit Committee an annual
                                                         Reserve. Mr. Jackson holds a
                                                                                              fee of $10,000, the
                                                        B.B.A. in Finance from James
                                                                                                chairman of our
                                                              Madison University.
                                                                                         Compensation Committee
                                                                                          an annual fee of $5,000,
                                                                                           and the chairman of our
                                                                                                Nominating and
                                                                                         Governance Committee an
                                                                                          annual fee of $4,000. We
                                                                                             also pay each of our
                                                                                          directors a fee of $1,500
                                                                                            per meeting of the full
                                                                                              Board of Directors
                                                                                          attended, and $1,000 per
                                                                                         meeting of a committee of
                                                                                            the Board of Directors
                                                                                           attended. Directors are
                                                                                              also reimbursed for
                                                                                            reasonable travel and
                                                                                         other expenses incurred in
                                                                      Directors. In addition, we
                                                                       pay the chairman of our
                                                                     Audit Committee an annual
                                                                          fee of $10,000, the
                                                                            chairman of our
                                                                     Compensation Committee
                                     Prior to joining Greylock in     an annual fee of $5,000,
                                  September 2003, Mr. Chandna          and the chairman of our
                                  was with Check Point Software             Nominating and
                                    Technologies Ltd. from April     Governance Committee an
                                1996 until December 2002 where        annual fee of $4,000. We
                                     he was Vice-President of            also pay each of our
                                    Business Development and          directors a fee of $1,500
                                  Product Management. Prior to          per meeting of the full
                                  Check Point, Mr. Chandna was            Board of Directors
                                Vice-President of Marketing with      attended, and $1,000 per
                                  CoroNet Systems from October       meeting of a committee of
                                1994 to November 1995 and was           the Board of Directors
                                   with Compuware Corporation          attended. Directors are
                                   from November 1995 to April            also reimbursed for
                                   1996, following Compuware‘s          reasonable travel and
Asheem     42/ Director since          acquisition of CoroNet.       other expenses incurred in
Chandna   2003/ Expires 2010       Previously, Mr. Chandna held       connection with attending
                                 strategic marketing and product     meetings of the Board and
                                    management positions with               its committees.
                                   SynOptics/Bay Networks from
                                 June 1991 to October 1994 and
                                  consulting positions with AT&T
                                       Bell Laboratories from
                                  September 1988 to May 1991.
                                Mr. Chandna currently serves on
                                the Board of Directors of several
                                      privately held companies
                                 including Imperva Inc., Palo Alto
                                Networks and Securent, Inc.. He
                                previously served on the Board of
                                   Directors at CipherTrust, Inc.
                                 (acquired by Secure Computing
                                    Corporation), NetBoost Inc.
                                           Mr. Becker served as Chief
                                         Executive Officer of Cybertrust,
                                           Inc., an information security
                                             services company, from
                                              November 2002 until its
                                        acquisition by Verizon Business,
                                            a business unit of Verizon
                                         Communications, in July 2007.
                                           Prior to joining Cybertrust‘s
                                        predecessor, from 2000 to 2002,
                                         Mr. Becker was a consultant to
                                         venture capital and technology
                                       firms. Beginning in 1989, he held
                                          a series of executive positions
                                       with AXENT Technologies, Inc., a
                  50/ Director since        publicly traded information
John C. Becker
                 2008/ Expires 2010       security software and services
                                          company, including Executive
                                         Vice President, Chief Financial
                                         Officer and Treasurer. In 1996,
                                          Mr. Becker became President
                                        and Chief Operating Officer and
                                          a director of AXENT and was
                                       instrumental in leading AXENT to
                                        an initial public offering in 1996.
                                             In 1997, Mr. Becker was
                                          appointed as Chief Executive
                                         Officer of AXENT and became
                                       chairman of its board of directors
                                         in 1999, holding such positions
                                            until the sale of AXENT to
                                         Symantec Corporation in 2000.
                                        Prior to AXENT, he held various
                                              Martin F. Roesch founded
                                           Sourcefire in January 2001 and
                                             served as our President and
                                            Chief Technology Officer until
                                            September 2002, since which
                                           time he has continued to serve
                                         as our Chief Technology Officer.
                                         Mr. Roesch is responsible for our
                                           technical direction and product
                                         development efforts. Mr. Roesch,
                                             who has 16 years of industry
                                           experience in network security
                                               and embedded systems
                                           engineering, is also the author
                                          and lead developer of the Snort
                    37/ Director since         Intrusion Prevention and
Martin F. Roesch
                   2001/ Expires 2008    Detection System that forms the
                                          foundation for the Sourcefire 3D
                                         System. Over the past ten years,
                                              Mr. Roesch has developed
                                            various network security tools
                                              and technologies, including
                                               intrusion prevention and
                                           detection systems, honeypots,
                                             network scanners and policy
                                               enforcement systems for
                                              organizations such as GTE
                                            Internetworking and Stanford
                                            Telecommunications, Inc. Mr.
                                         Roesch holds a B.S. in Electrical
                                         and Computer Engineering from
                                                  Clarkson University.
                                       Before joining Sierra Ventures in
                                        February 2001, Mr. Guleri was
                                      the Vice Chairman and Executive
                                         Vice President with Epiphany,
                                           Inc. from March 2000 until
                                         February 2001; the Chairman,
                                       CEO and Co-founder of Octane
                                         Software Inc. from September
                                          1997 until March 2000; Vice
                                         President of Field Operations,
                                       Product Marketing with Scopus
                                        Technology Inc. from February
                                         1992 until February 1996 and
                                           was part of the information
                                       technology team with LSI Logic
                 41/ Director since      Corporation from September
Tim A. Guleri
                2002/ Expires 2008     1989 until September 1991. He
                                        has been a director of: Octane
                                          Software from 1997 to 2000
                                      (Sold to Epiphany in 2000); Net6,
                                        Inc. from March 2001 to March
                                      2004 (acquired by Citrix Systems,
                                      Inc. in 2004); Approva, Inc. since
                                       April 2005; Spoke Software, Inc.
                                          since July 2002; CodeGreen
                                      Networks, Inc. since March 2005;
                                      AIRMEDIA, Inc. since April 2005;
                                         Steelbox Networks Inc. since
                                         2006; and Everest, Inc. since
                                      October 2003. Mr. Guleri holds a
                                         B.S. in Electrical Engineering
                                            from Punjab Engineering
                                         College, India and an M.S. in
                                        Mr. Burris has served as Senior
                                       Vice President, Worldwide Sales
                                        and Services of Citrix Systems,
                                       Inc., a publicly traded information
                                       technology company specializing
                                              in application delivery
                                          infrastructure, since January
                                       2001. From July 1999 to January
                                       2001, Mr. Burris served as Senior
                                       Vice President, Services of Citrix
                                         Systems. Prior to joining Citrix
                  53/ Director since        Systems, Mr. Burris was
John C. Burris
                 2008/ Expires 2011            employed by Lucent
                                        Technologies, a publicly traded
                                           communications networks
                                        company, from 1994 to 1999 as
                                           Vice President and General
                                           Manager of the Gulf States
                                        region. Prior to 1994, Mr. Burris
                                            was employed in various
                                        customer service capacities for
                                        AT&T Corp., including a term as
                                         managing director for AT&T‘s
                                               Asia/Pacific region.
                                      He was appointed our lead
                                  outside director in February 2007.
                                      Mr. Chinnici has served as
                                    Senior Vice President, Finance
                                     and Chief Financial Officer at
                                   Ciena Corporation since August
                                    1997, and was previously Vice
                                     President, Finance and Chief
                                   Financial Officer from May 1995
                                     to August 1997. Mr. Chinnici
                                    served previously as Controller
                                  since joining Ciena in September
                                   1994. From 1993 through 1994,
                                  Mr. Chinnici served as a financial
                                   consultant for Halston Borghese
Joseph R.    52/ Director since
                                     Inc. From 1977 to 1993, Mr.
 Chinnici   2006/ Expires 2009
                                       Chinnici held a variety of
                                        accounting and finance
                                  assignments for Playtex Apparel,
                                   Inc. (now a division of Sara Lee
                                   Corporation), ending this period
                                       as Director of Operations
                                       Accounting and Financial
                                   Analysis. Mr. Chinnici serves on
                                    the Board of Directors for Brix
                                      Networks, Inc. and Optium
                                     Corporation. He holds a B.S.
                                      degree in accounting from
                                      Villanova University and an
                                     M.B.A. from Southern Illinois
                                              University.
                                         Maj. Gen. Arnold L. Punaro (ret.)
                                           joined our Board of Directors in
                                            January 2007 and is currently
                                               Executive Vice President,
                                                   Government Affairs,
                                            Communications and Support
                                         Operations and General Manager
                                            of Washington Operations for
                                                  Science Applications
                                             International Corporation, or
                                         SAIC. He is also a member of the
                                             Secretary of Defense Gates‘
                                          Defense Business Board and is
                                            currently chairing the Statutory
                                             Commission on the National
                    60/ Director since      Guard and Reserves. Prior to
Arnold L. Punaro
                   2007/ Expires 2009       joining SAIC in 1997, General
                                         Punaro worked for Senator Sam
                                         Nunn on national security matters
                                           from 1973 to 1997. During that
                                          time, General Punaro served as
                                               Senator Nunn‘s director of
                                            national security affairs and as
                                               staff director of the Senate
                                             Armed Services Committee.
                                            General Punaro served as the
                                             director of the Marine Corps
                                         Reserve from May 2001 until his
                                              retirement in October 2003.
                                           General Punaro also served as
                                             deputy commanding general,
                                                 Marine Corps Combat
                                                Development Command
                                           General Polk was the Inspector
                                           General of the Air Force, Office
                                          of the Secretary of the Air Force,
                                                Washington, D.C., from
                                           December 2003 until he retired
                                         on February 1, 2006. While at the
                                          Air Force, General Polk oversaw
                                              Air Force inspection policy,
                                                 criminal investigations,
                                           counterintelligence operations,
                                                 intelligence oversight,
                                          complaints, and fraud, waste and
                                            abuse programs and was also
                                                responsible for two field
                                            operating agencies — the Air
                    60/ Director since    Force Inspection Agency and Air
 Steven R. Polk
                   2006/ Expires 2009            Force Office of Special
                                              Investigations. Prior to this
                                               assignment, he was Vice
                                           Commander, Pacific Air Forces
                                           from March 2002 to November
                                           2003 and Commander, 19th Air
                                         Force, Air Education and Training
                                             Command from May 1999 to
                                          March 2002. Staff appointments
                                         included Director of Operations at
                                           Headquarters Pacific Air Forces
                                           and Assistant Chief of Staff for
                                             Operations at Headquarters
                                            Allied Air Forces Northwestern
                                         Europe, NATO, as well as duty at
                                           Headquarters U.S. Air Forces in
                                           Europe and Headquarters U.S.
Audit Committee: Joseph R. Chinnici, (Chair), Tim A. Guleri, Maj. Gen. Arnold L. Punaro
Compensation Committee: Lt. Gen. Steven R. Polk, Asheem Chandna, Harry R. Weller, Tim A. Guleri
The Nominating and Governance Committee is currently composed of General Polk and Messrs. Chandna and Chinnici.
                                                                             FIRST MARINER BANCORP
                                                                                 3301 Boston Street
                                                                             Baltimore, Maryland 21224
                                                                              www.1stmarinerbank.com
                                                                                   (410) 558-4375
            Number Number                                                                                                                          Last
Public or                           Names of                                    Business Background
                of    of Female                    Age/Term/Expiration                                             Board Compensation            Updated/
 Private                            Directors                                        Information
            Directors Directors                                                                                                                   Source

                                                                          Edwin F. Hale, Sr. is Chairman and
                                                                               Chief Executive Officer of the
                                                                          Company and of First Mariner Bank
                                                                                (the "Bank"). He is also the
                                                                                                                      Directors who are not
                                  Edwin F. Hale,     61/ Director since      Chairman of the Baltimore Blast
 Public        15        2                                                                                           employees of Bancorp         2008 Proxy
                                       Sr.          1995/ Expires 2011     Corp., an indoor soccer franchise.
                                                                                                                 receive fees for their services,
                                                                           Mr. Hale is the former Chairman of
                                                                                                                     and are reimbursed for
                                                                              the Board and Chief Executive
                                                                                                                      expenses incurred in
                                                                          Officer of Baltimore Bancorp, which
                                                                                                                  connection with their service
                                                                              is now Wachovia Corporation.
                                                                                                                 as directors. Directors receive
                                                                             Barry B. Bondroff is a Managing         $1,500 for each Board
                                                                           Partner for Smart & Associates in      meeting attended, $1,500 for
                                                                          Baltimore, MD. Prior to that he was       each committee meeting
                                                                            the managing officer of Grabush,           other than the audit
                                                                             Newman & Co., P.A. a certified        committee, $750 for each
                                    Barry B.         59/ Director since                                            meeting of the Company's
                                                                           public accounting firm, since 1982.
                                    Bondroff        1995/ Expires 2011                                            subsidiary Mariner Finance,
                                                                             Mr. Bondroff is a member of the
                                                                          American Institute of Certified Public     LLC, consisting of one
                                                                               Accountants, and is a former       outside director (John Brown
                                                                          member of the Board of Directors of III), and $350 for attending
                                                                                    Baltimore Bancorp.             the meeting of the Bank's
                                                                                                                  Loan Committee, consisting
                                                                           Patricia Schmoke, MD has been a of one outside director (Barry
                                                                             practicing ophthalmologist since B. Bondroff). The members of
                                     Patricia        54/ Director since    1982. She is also the president of the Audit Committee receive
                                  Schmoke, MD       1999/ Expires 2011     Metropolitan Eye Care Associates,          $2,500 for each Audit
                                                                            providing eye care with Baltimore Committee meeting attended.
                                                                                      Medical System.            Directors also receive a yearly
                                                                                                                    grant of stock options to
                                                                                                                    purchase 500 shares of
                                                                                                                     common stock and are
                                                                                                                    granted stock options to
                                                                                                                    purchase 100 shares of
                                                                                                                    common stock for each
                                                                               of one outside director (Barry
                                                                               B. Bondroff). The members of
                                                                                the Audit Committee receive
                                                                                    $2,500 for each Audit
                                                                               Committee meeting attended.
                                                                               Directors also receive a yearly
                                       John Brown III is President of M.B.K.      grant of stock options to
                                         Enterprises, Inc. (R. J. Bentleys'        purchase 500 shares of
                                        Restaurant) and managing partner           common stock and are
                  60/ Director since                                              granted stock options to
John Brown III                           of the College Park Professional
                 2002/ Expires 2011                                                purchase 100 shares of
                                       Center. Mr. Brown is also the former
                                        Chairman of the Maryland Stadium           common stock for each
                                                     Authority.                   committee meeting they
                                                                                   attend. Each committee
                                            Anirban Basu is the founder,       chairman receives options to
                                        Chairman and CEO of Sage Policy            purchase 150 shares of
                                       Group, Inc., an economic and policy         common stock for each
                                            consulting firm in Baltimore,           committee meeting he
                                          Maryland since 2004. He has a        attends. Directors receive no
                  39/ Director since     Bachelor of Science Degree from           other compensation for
Anirban Basu
                 2008/ Expires 2011         Georgetown University, and             attending meetings and
                                          Master's Degrees from Harvard          receive no annual retainer.
                                          University and The University of
                                        Maryland as well as a J.D. from the
                                         University of Maryland School of
                                                        Law.
                                        Gregory A. Devou is the Executive
                                        Vice President and Chief Marketing
                                          Officer for CareFirst Blue Cross
 Gregory A.       56/ Director since   BlueShield, a healthcare payor since
   Devou         2008/ Expires 2010        1996. Prior to that, Mr. Devou
                                           served for a year as CareFirst
                                       Senior Vice President for Corporate
                                                      Marketing.
                                            Edith B. Brown has been the
                                       principal of Edie Brown & Associates
                                        since 2000. She is an independent
                                       consultant in Public Relations to the
                  74/ Director since
Edith B. Brown                           state department of tourism, film,
                 1998/ Expires 2010
                                         arts, sports and entertainment at
                                          Centre Management where she
                                          served as a director from 1979-
                                                        2000.
                                        George H. Mantakos is Executive
                                      Vice President of the Company, and
                                         the President of the Bank. Mr.
                                         Mantakos previously served as
 George H.       65/ Director since   President of the Company and Chief
 Mantakos       1994/ Expires 2010    Executive Officer of the Bank. Prior
                                          thereto, Mr. Mantakos was a
                                       founder and organizer of Maryland
                                       Bank, FSB, the predecessor of the
                                                      Bank.
                                      Michael W. Watson is the President
 Michael R.      65/ Director since   of the American Pilots Association.
  Watson        1998/ Expires 2010    He was the former President of the
                                        Association of Maryland Pilots.

                                        Hector Torres is the Executive
                                           Director of the Governor's
                 56/ Director since   Commission on Hispanic Affairs. He
Hector Torres
                2003/ Expires 2010    was formerly the Battalion Chief and
                                       Public Information Officer of the
                                        Baltimore City Fire Department.


                                      Joseph A. Cicero is the President of
                                       the Company and Chief Operating
                                       Officer of the Bank. Mr. Cicero was
                                        Maryland Area President of First
                                          Union Bank during 1996 and
 Joseph A.       63/ Director since     Maryland Area President for First
   Cicero       1996/ Expires 2009     Fidelity Bank from November 1994
                                      to December 1995. Prior thereto, he
                                       was Executive Vice President and
                                       Chief Financial Officer and Director
                                       of Baltimore Bancorp from January
                                            1992 to November 1994.
                                          Howard Friedman has been the
                                         Chairman of Circa Capital, since
                                         1997. From 1987 to 1997 he was
   Howard          42/ Director since
                                            the Publisher and CEO of
  Friedman        1999/ Expires 2009
                                          Whitemark Press, Inc. He is the
                                         managing partner of Lanx Capital
                                         LLC, a hedge fund advisory firm.
                                         John J. Oliver, Jr. has been the
John J. Oliver,    62/ Director since
                                         CEO and Publisher of the Afro-
     Jr.          1997/ Expires 2009
                                        American Newspapers since 1996.

                                         John McDaniel is Chief Executive
                                          Officer of MedStar Health, Inc., a
                                           multi-institutional, not-for-profit,
                                          health care organization serving
                                        Washington, DC, Maryland, Virginia
                                          and the mid-Atlantic region. Mr.
                                        McDaniel served as Chairman of the
                                        Greater Washington Board of Trade,
                  65/ Director since      and is currently a member of the
John McDaniel                             Executive committee for Greater
                  2006/ Expire 2009
                                          Washington Board of Trade and
                                         Federal City Counsel. He is also a
                                         member of the Board of Directors
                                        for Thrivent Financial for Lutherans,
                                        Georgetown University, Washington
                                         Real Estate Investment Trust, the
                                         Greater Baltimore Committee, and
                                           the Mary and Daniel Loughran
                                                      Foundation.
                                         Robert Caret has been the President
                                            of Towson University since July
                                          2003. He was the President of San
                                           Jose State University from 1995-
                                           2003, and Provost and Executive
                                            Vice President of Towson State
                                           University from 1991-1995. He is
                    60/ Director since
 Robert Caret                             currently a member of the Board of
                   2006/ Expires 2009
                                              Directors for CollegeBound
                                           Foundation, and Franklin Square
                                          Hospital Center. He is a member of
                                               the Governor‘s Workforce
                                         Investment Board, and a member of
                                         the Center Club of Baltimore House

The Executive Committee consists of Edwin F. Hale, Sr. (Chairman), Barry B. Bondroff, Joseph A. Cicero, Patricia Schmoke, Michael
R. Watson, Anirban Basu, John P. McDaniel, and George
The Audit Committee of the Board of Directors consists of Michael R. Watson (Chairman), Barry B. Bondroff, Gregory A. Devou, and
The Compensation Committee of the Board of Directors consists of Barry Bondroff (Chairman), Robert L. Caret, and Edith B. Brown.
The Nominating Committee consists of John Brown, III (Chairman), Edith B. Brown, and Robert L. Caret.
                                                                             First Potomac Realty Trust 7600
                                                                              Wisconsin Avenue,        11th
                                                                                           Floor
                                                                                Bethesda, Maryland 20814
                                                                                    Tel (301) 986-9200
                                                                                 www.first-potomac.com
            Number Number                                                                                                                             Last
Public or                            Names of                                      Business Background
                of    of Female                       Age/Term/Expiration                                              Board Compensation           Updated/
 Private                             Directors                                          Information
            Directors Directors                                                                                                                      Source
                                                                              Richard B. Chess is an attorney      As compensation for serving on
                                                                            and is currently managing partner       our Board of Trustees in 2007,
                                                                            of the Chess Law Firm, located in            each of our nonemployee
                                                                                Richmond, Virginia. He is also      trustees received a cash fee of
                                                                                President of American Realty         $16,000. The chairmen of the
                                                                                 Capital Markets, a securities             Audit, Compensation,
                                                                                broker dealer focused on real          Nominating & Governance,
                                                                            estate. Mr. Chess has served as a              Finance & Investment,
                                                                                trustee since our initial public    committees received additional
                                                                             offering and was a director of our     cash fees of $15,000, $10,000,
                                                                             Predecessor from 1997 until our               $10,000, and $10,000,
                                                   54/ Director since 2003/
 Public        8         0        Richard B. Chess                            initial public offering. From 1987   respectively; provided, however, 2008 Proxy
                                                        Expires 2009
                                                                             to 1997, Mr. Chess was Director        a trustee may not receive more
                                                                                   of Acquisitions for United         than one chairman‘s fee. Mr.
                                                                             Dominion Realty Trust, a publicly        Heller receives an additional
                                                                            traded real estate investment trust        cash fee of $30,000 for his
                                                                                   that invests in apartment          service as Lead Independent
                                                                                  properties. He received his         Trustee. Each non-employee
                                                                             Bachelor of Science Degree from         trustee who was a member of
                                                                               the University of Pittsburgh and    the Audit Committee (other than
                                                                                   Juris Doctorate from the             the chairman) received an
                                                                                 University of Richmond Law           additional fee of $10,000 and
                                                                                             School.               each non-employee trustee who
                                                                                                                       was a member of any other
                                                                                                                     committee of the Board (other
                                                                                                                    than the chairman) received an
                                                                                                                      additional cash fee of $5,000
                                                                                                                    with respect to each committee
                                                                                                                   on which he served. In addition,
                                                                                                                     in May 2007, each of our non-
                                                                                                                     employee trustees received a
                                                                                                                          grant of 1,500 restricted
                                                                                                                   Common Shares, all of which will
                                                                                     Trustee. Each non-employee
                                                                                    trustee who was a member of
                                                                                  the Audit Committee (other than
                                                                                      the chairman) received an
                                                                                     additional fee of $10,000 and
                                                                                  each non-employee trustee who
                                                                                      was a member of any other
                                               Louis T. Donatelli is one of the
                                                                                    committee of the Board (other
                                            founders of the Company and has
                                                                                   than the chairman) received an
                                               served as the Chairman of the
                                                                                     additional cash fee of $5,000
                                             Board of the Company since our
                                                                                   with respect to each committee
                                             Predecessor‘s founding in 1997.
                                                                                  on which he served. In addition,
                                               Mr. Donatelli has informed the
                                                                                    in May 2007, each of our non-
                                               Board that he will not stand for
                                                                                    employee trustees received a
                                              reelection as Chairman on May
                   74/ Director since 2003/                                             grant of 1,500 restricted
Louis T. Donatelli                          22, 2007. Effective March 1, 2006,
                        Expires 2009                                              Common Shares, all of which will
                                                Mr. Donatelli became a non-
                                                                                  vest on the one-year anniversary
                                             employee member of the Board.
                                                                                        of the date of grant. We
                                              Mr. Donatelli is the founder and
                                                                                       reimburse all trustees for
                                                   Chairman of Donatelli
                                                                                       reasonable out-of-pocket
                                            Development, Inc. Mr. Donatelli is
                                                                                  expenses incurred in connection
                                                  an alumnus of Villanova
                                                                                  with their service on the Board of
                                                University. He is the father of
                                                                                       Trustees and any and all
                                                    Douglas J. Donatelli.
                                                                                              committees.
                                          Alan G. Merten has served as the
                                              President of George Mason
                                            University since July 1996, and
                                               has been a trustee of the
                                          Company since October 27, 2005.
                                              Dr. Merten was Dean of the
                                             Johnson Graduate School of
                                          Management of Cornell University
                                           from 1989 to 1996, the Dean of
                                                the College of Business
                                          Administration at the University of
                                            Florida from 1986 to 1989, and
                                            Associate Dean for Executive
                 66/ Director since 2005/
Alan G. Merten                                 Education and Computing
                      Expires 2009
                                             Sciences at the University of
                                           Michigan from 1984 to 1986. He
                                           serves on the Board of Trustees
                                             of mutual funds affiliated with
                                            Legg Mason Partners and the
                                            Board of Directors of Cardinal
                                          Financial Corporation. He holds a
                                                 Bachelor of Science in
                                               mathematics and Ph.D. in
                                              computer science from the
                                            University of Wisconsin and a
                                            Master of Science in computer
                                          science from Stanford University.
                                               Terry L. Stevens is the Vice
                                             President and Chief Financial
                                           Officer of Highwoods Properties,
                                              Inc. (―Highwoods‖) located in
                                               Raleigh, North Carolina. Mr.
                                             Stevens joined Highwoods in
                                           December 2003. Highwoods is a
                                                 publicly traded real estate
                                           investment trust that owns office,
                                          industrial and retail properties. Mr.
                                            Stevens has served as a trustee
                                            of the Company since our initial
                                             public offering. Prior to joining
                                             Highwoods, Mr. Stevens held
                                            various executive positions from
                 59/ Director since 2003/        1994 to 2003 with Crown
Terry L. Stevens
                      Expires 2009           American Realty Trust, a retail
                                           real estate company that merged
                                             with ennsylvania Real Estate
                                               Investment Trust, a publicly
                                                traded company, including
                                            Executive Vice President, Chief
                                             Financial Officer and Trustee.
                                            From 1990 to 1994, Mr. Stevens
                                          was Director of Financial Systems
                                            Development as well as Director
                                            of Internal Audit at AlliedSignal,
                                                Inc., a large multi-national
                                            manufacturer. He also spent 18
                                           years with Price Waterhouse, an
                                                        international
                                            accounting firm, including seven
                                             years as an audit partner. Mr.
                                          R. Michael McCullough was
                                          employed by Booz, Allen &
                                        Hamilton Inc. (―Booz Allen‖), a
                                      global consulting firm, from 1965
                                           through 1996. He was the
                                        Chairman and Chief Executive
                                      Officer of Booz Allen from 1984 to
                                         1992, and from 1992 until his
                                             retirement in 1996, Mr.
                                          McCullough was the Senior
                                         Chairman of Booz Allen. Mr.
R. Michael   69/ Director since 2003/    McCullough has served as a
McCullough        Expires 2009        trustee of the Company since our
                                          initial public offering and is
                                           currently also a Director of
                                         Watson Wyatt Worldwide, a
                                           global consulting firm. Mr.
                                         McCullough was previously a
                                          director of Charles E. Smith
                                          Residential Realty, Inc. Mr.
                                       McCullough received a Bachelor
                                        of Science degree in Electrical
                                      Engineering from the University of
                                                     Detroit.
                                                 J. Roderick Heller, III is the
                                                Chairman of Carnton Capital
                                             Associates, a private investment
                                              corporation. From May 1986 to
                                                 December 1997, Mr. Heller
                                              served as Chairman and Chief
                                                   Executive Officer of NHP
                                             Incorporated and various related
                                             organizations, including National
                                                   Corporation for Housing
                                             Partnerships. NHP Incorporated,
                                            prior to its sale in December 1997,
                                              was a publicly traded company
                   70/ Director since 2003/       that, collectively with NHP
J. Roderick Heller
                        Expires 2009          Partners, Inc., was the nation‘s
                                               largest owner and operator of
                                             apartment properties. Mr. Heller
                                               has served as a trustee of the
                                              Company since our initial public
                                             offering. Mr. Heller was a partner
                                            of the law firm of Wilmer, Cutler &
                                              Pickering in Washington, D.C.
                                            from 1971 to 1982. He received a
                                              Bachelor of Arts from Princeton
                                              University, a Masters of History
                                               from Harvard University and a
                                            Juris Doctorate from Harvard Law
                                                             School.
                                       Douglas J. Donatelli is one of the
                                      founders of the Company and has
                                            served as President, Chief
                                        Executive Officer and trustee of
                                             the Company since our
                                        Predecessor‘s founding in 1997.
                                         Mr. Donatelli is expected to be
                                       elected Chairman of the Board at
                                           the meeting of the Board of
                                         Trustees immediately following
                                              the Annual Meeting of
                                        Shareholders on May 22, 2007.
                                      Prior to 1997, Mr. Donatelli served
                                         as Executive Vice President of
                                           Donatelli & Klein, Inc. (now
Douglas J.   46/ Director since 2003/      Donatelli Development, Inc.
 Donatelli        Expires 2009                (―DDI‖)), a real estate
                                       development and investment firm
                                       located in Washington, D.C., and
                                        President of D&K Management,
                                          DDI‘s property management
                                        subsidiary, where he oversaw all
                                        of the major operational aspects
                                          of DDI‘s property ownership
                                      activities. From 1985 to 1991, Mr.
                                      Donatelli also served as President
                                             of D&K Broadcasting, a
                                      communications subsidiary of DDI
                                       that owned Fox-network affiliated
                                        television stations. Mr. Donatelli
                                         serves on the board of Catholic
                                             Charities Foundation of
                                            Washington, D.C. and is a
                                               Robert H. Arnold is the Co-
                                            Managing Director of R.H. Arnold
                                             & Company, LLC, a New York-
                                             based investment banking firm
                                              which specializes in providing
                                              advisory services to U.S. and
                                             international investment funds,
                                              and advising corporations on
                                                 capital raising, mergers,
                                              acquisitions, divestitures and
                                            valuations. Mr. Arnold has served
                                           as a trustee since our initial public
                                           offering and was a director of First
                                           Potomac Realty Investment Trust,
                  64/ Director since 2003/
 Robert H. Arnold                             Inc. (our ―Predecessor‖) from
                       Expires 2009
                                                1997 until our initial public
                                           offering. Mr. Arnold has more than
                                             30 years of financial experience
                                           including serving as the Treasurer
                                              of Merrill Lynch & Co. and the
                                             Chief Financial Officer of Merrill
                                           Lynch Capital Markets. Mr. Arnold
                                             serves on the boards of the WT
                                                 Mutual Funds, Treasury
                                            Strategies, Inc. and The Stanton
                                            Group. He received his Bachelor
                                           of Science, Master of Science and
                                           Ph.D. degrees from Northwestern
                                                         University.


The Audit Committee consists of Messrs. Stevens (Chairman), Chess and McCullough.
The Compensation Committee consists of Messrs. McCullough (Chairman), Chess, and Dr. Merten.
The Nominating & Governance Committee consists of Dr. Merten (Chairman) and Messrs. Arnold and Heller.
                                                                         Federal Realty Investment Trust
                                                                           1626 East Jefferson Street
                                                                           Rockville, Maryland 20852
                                                                          www.federalrealty.com (301)
                                                                                    998-8100

            Number Number                                                                                                                        Last
Public or                         Names of                                    Business Background
                of    of Female                 Age/Term/Expiration                                              Board Compensation            Updated/
 Private                          Directors                                        Information
            Directors Directors                                                                                                                 Source

                                                                            Vice Chairman of Staple, Inc.
                                                                         since 2000, with responsibility for
                                                                              overseeing domestic and
                                                                           international growth in its retail
                                                                             and commercial operations.
                                                                                                                  In 2007 the Non-Executive
                                                                            President of Staples Realty &
                                                                                                                  Chairman of the Board was
                                                                         Development from 1997 to 2000.
                                                                                                              eligible to receive an annual fee
                                                                              Held various other officer
                                   Joseph S.    59/ Director since 2002/                                        for Board service of $135,000
 Public        7         2                                               positions associated with Staples'                                     2008 Proxy
                                  Vassalluzzo        Expires 2009                                               and each other nonemployee
                                                                         growth and worldwide expansion
                                                                                                               Trustee was eligible to receive
                                                                          from 1989 to 1997. Held various
                                                                                                                 an annual fee of $80,000. A
                                                                           officer positions with American
                                                                                                              minimum of 20% of that annual
                                                                           Stores Co. from 1976 to 1989.
                                                                                                                fee was required to be paid in
                                                                           Held various positions in sales,
                                                                                                              Shares; however, each Trustee
                                                                           operations and real estate with
                                                                                                               had the option to take up to the
                                                                           Mobil Corp. and Amerada Hess
                                                                                                                   entire amount of the fee in
                                                                              Corp. from 1969 to 1976.
                                                                                                              Shares. For 2007, each Trustee
                                                                                                                 elected to take between 20%
                                                                                                                 and 100% of his or her fee in
                                                                                                              Shares. In addition to the annual
                                                                                                                fee, the chairman of the Audit
                                                                                                              Committee received $15,000 for
                                                                                                                  service as Audit Committee
                                                                                                               chairman and the chairmen of
                                                                                                               each of the Compensation and
                                                                                                                  Nominating and Corporate
                                                                                                                   Governance Committees
                                                                                                              received $10,000 for service as
                                                                                                               chairmen of those committees.
                                                                                                                   The actual annual fee and
                                                                                                              chairman fee that a Trustee was
                                                                                                               eligible to receive was prorated
                                                                                                              based on the number of months
                                                                                  minimum of 20% of that annual
                                                                                   fee was required to be paid in
                                                                                  Shares; however, each Trustee
                                                                                  had the option to take up to the
                                                                                      entire amount of the fee in
                                                                                 Shares. For 2007, each Trustee
                                              Managing Partner of Fountain         elected to take between 20%
                                             Square Properties, a diversified       and 100% of his or her fee in
                                            real estate company, since 2003      Shares. In addition to the annual
                                           and President of Sunrise Assisted       fee, the chairman of the Audit
                                           Living Foundation Inc. since 2000.    Committee received $15,000 for
                                              President of Sunrise Assisted          service as Audit Committee
                                             Living, Inc. from 1997 to 2000.       chairman and the chairmen of
                                              Executive Vice President and        each of the Compensation and
                                           Chief Financial Officer of Sunrise        Nominating and Corporate
                                           Assisted Living, Inc. from 1993 to         Governance Committees
                                             1997. Vice President of Credit       received $10,000 for service as
                                            Suisse First Boston from 1991 to      chairmen of those committees.
                                              1993, directing the real estate         The actual annual fee and
                                            advisory business from the RTC       chairman fee that a Trustee was
                                           in the Washington, DC area. Vice       eligible to receive was prorated
                  50/ Director since 2003/                                       based on the number of months
David W. Faeder                             President of Morgan Stanley and
                       Expires 2010                                              during the year he or she served
                                           Company, Inc. from 1984 to 1991,
                                                specializing in real estate         as a Trustee, Non-Executive
                                           transactions and financings. MBA          Chairman or chairman of a
                                             student at the Colgate Darden        committee, as applicable. Each
                                               Grduate School of Business        Trustee also was reimbursed for
                                           Administration of the University of   expenses incurred in connection
                                           Virginia from 1982 to 1984. Senior         with performing his or her
                                                Accountant with Ernst and        responsibilities as a Trustee. Mr.
                                           Whinney from 1981 to 1982. Vice            Wood did not receive any
                                            President-Finance/ Controller of     compensation for his service on
                                              Better Homes of Virginia from               the Board in 2007.
                                             1979 to 1981. Staff Accountant
                                           with Goodman and Company from
                                             1978 to 1979. Director of Vista
                                                        Care, Inc.
                                               President of Flood, Famble
                                              Associates, Inc. since 1984.
                                                Senior Vice President of
                                           Manufacturers Hanover Corp with
                                               responsibility for all equity
                                            investments from 1977 to 1984.
                                             Vice President of Research for
                  61/ Director since 1996/
Kristin Gamble                                Foley, Warendorf & Co. from
                       Expires 2010
                                            1976 to 1977. Vice President of
                                            New Court Capital Management
                                              from 1971 to 1976. Security
                                           Analyst with Merrill, Lynch, Pierce,
                                              Fenner & Smith from 1968 to
                                              1971. Director of Ethan Allen
                                                      Interiors, Inc.
                                            Former Executive Vice President
                                                  of BearingPoint, Inc., a
                                              management and technology
                                               consulting firm that provides
                                            application services, technology
                                            solutions and managed services
                                             to companies and government
                                              organizations, from July 2002
                  50/ Director since 2006/     through February 2007 with
Gail P. Steinel
                       Expires 2009         responsibility for overseeing the
                                               global commercial services
                                             business unit; various positions
                                               within Arthur Andersen LLP,
                                           including global managing partner
                                             and founding member of Arthur
                                            Andersen‘s business consulting
                                            practice from 1984 to June 2002
                                             and auditor from 1977 to 1984.
                                            President and CEO of the Truth
                                            since 2003. President and Chief
                                              Operating Officer of the Trust
                                           from 2001 until 2003. Senior Vice
                                             President and Chief Operating
                                           Officer from 2000 to 2001. Senior
                                             Vice President-Chief Operating
                                          Officer and Chief Financial Officer
                                             of the Trust from 1999 to 2000.
                                            Senior Vice President-Treasurer
                                            and Chief Financial Officer from
                 46/ Director since 2003/     1998 until 1999. Senior Vice
Donald C. Wood
                      Expires 2008            President and Chief Financial
                                             Officer of Caesars World, Inc.
                                          from 1996 until 1998. Held various
                                           financial positions, including Vice
                                            President and Deputy Controller,
                                            with ITT Corporation, from 1990
                                                to 1996. Vice President of
                                            Finance of the Trump Taj Mahal
                                             Associates from 1989 to 1990.
                                            Held various positions, including
                                                audit manager, with Arthur
                                          Andersen LLP from 1982 to 1989.


                                           Warren M. Thompson, President
                                             and Chairman of Thompson
                                            Hospitality Corporation, a food
                                           service company that owns and
  Warren M.      48/ Director since 2007/
                                          operates restaurants and contract
  Thompson            Expires 2011
                                          food services, since founding the
                                              company in October 1992.
                                           Director of Hilb, Rogal & Hobbs,
                                          an insurance brokerage company.
                                                  Jon E. Bortz, President, Chief
                                            Executive Officer and a Trustee of
                                             LaSalle Hotel Properties since its
                                                   formation in 1998, including
                                             serving as Chairman of the Board
                                                     since 2001; various other
                                                   positions within Jones Lang
                                                 LaSalle Incorporated (formerly
                                             known as LaSalle Partners) from
                                                     1981 until 1998, including
                                                     Managing Director of the
                                                  Investment Advisory Division,
                                                founder of the Hotel Group and
                                                   Senior Vice President of the
                   50/ Director since 2005/ Investment Division, with various
   Jon E. Bortz
                         Expire 2010             real estate responsibilities that
                                               included hotel development and
                                            investment activities, development
                                              of office and mixed use projects
                                                including leasing, construction,
                                                     arranging and negotiating
                                              financing as well as workout and
                                                    restructuring assignments;
                                              consultant and educator for The
                                               Mader Group, Inc. from 1979 to
                                             1981; auditor with Touche Ross &
                                                  Co. from September, 1978 to
                                                   December 1978; Director of
                                             LaSalle Hotel Properties, a multi-
                                             tenant, multi-operator hotel REIT.


The Audit Committee members are David W. Faeder (Chair), Jon E. Bortz, Kristin Gamble, and Warren Thompson.
The Compensation Committee members are Jon E. Bortz (Chair), David W. Faeder, Gail P. Steinel, and Joe Vassalluzzo.
The Nominating and Corporate Governance Committee members are Kristin Gamble (Chair), Gail Steinel, Warren Thompson,
                                                                            FIRST UNITED CORPORATION
                                                                             19 South Second Street P.O.
                                                                            Box 9 Oakland, Maryland 21550-
                                                                                         0009
                                                                             www.mybankfirstunited.com
                                                                                    (888) 692-2654

            Number Number                                                                                                                           Last
Public or                           Names of                                     Business Background
                of    of Female                    Age/Term/Expiration                                              Board Compensation            Updated/
 Private                            Directors                                         Information
            Directors Directors                                                                                                                    Source



                                     David J.      67/ Director since 1985/ Fred E. Beachy Lumber, Co., Inc.
 Public        16        4                                                                                                                        2008 Proxy
                                     Beachy             Expires 2011           Building Supplies - retired.
                                                                                                                      Directors who are not
                                                                                                                 employees of the Corporation
                                                                             Consultant and Director of Dan       or the Bank receive $400 for
                                                                            Ryan Builders, Inc. Former Chief     attending each meeting of the
                                      Faye E.      58/ Director since 2004/                                      Corporation‘s Board and $400
                                                                             Executive Officer and President
                                      Cannon            Expires 2011                                             for attending each meeting of
                                                                               of F&M Bancorp, Frederick,
                                                                                    Maryland - retired.            a committee on which the
                                                   68/ Director since 1993/                                         director serves. Outside
                                   Paul Cox, Jr.                            Owner, Professional Tax Service.        Directors also receive an
                                                        Expires 2011
                                                                              Chairman of the Board/CEO:              annual retainer fee of
                                    William B.     54/ Director since 1995/                                      $11,000. The Chairperson of
                                                                            First United Corporation and First
                                     Grant              Expires 2011                                              each of the Audit Committee
                                                                                   United Bank & Trust.
                                                                               Certified Public Accountant.             (Mr. McCullough),
                                     John W.       58/ Director since 2004/                                        Compensation Committee
                                                                               Retired in 1999 as Partner of
                                    McCullough          Expires 2011                                                   (Ms. McDonald) and
                                                                                   Ernst & Young, LLC.
                                                                                                                  Nominating Committee (Mr.
                                                                            President, Hobby House Press,        Moran) receives an additional
                                                                            Inc., dba: Total Biz Fulfillment,    annual retainer of $2,500. All
                                                                              provides business services.          directors also serve on the
                                                  59/ Director since 2004/
                                  Gary R. Ruddell                          Member, Gary R. Runddell LLC,            board of directors of the
                                                       Expires 2009
                                                                           commercial real estate. Member,       Bank. Outside directors of the
                                                                            MSG Glendale Properties LLC,              Bank receive $400 for
                                                                                 residential real estate.        attending each meeting of the
                                                                                                                   Bank‘s Board and $300 for
                                                                                                                  attending each meeting of a
                                                                                                                   Bank Board committee on
                                                                                                                 which the director serves. All
                                                                                                                  directors of the Corporation
                                                                                                                     and its subsidiaries are
                                                                                                                    annual retainer of $2,500. All
                                                                                                                      directors also serve on the
                                                                                                                        board of directors of the
                                                                                                                    Bank. Outside directors of the
                                                                                                                         Bank receive $400 for
                                                                                                                    attending each meeting of the
                                   Raymond F.      71/ Director since 1996/                                           Bank‘s Board and $300 for
                                                                                       Tax Consultant.               attending each meeting of a
                                     Hinkle             Expires 2009
                                                                                 President/CFO/ Secretary/             Bank Board committee on
                                                 61/ Director since 1990/          Treasurer, First United          which the director serves. All
                                 Robert W. Kurtz                                                                     directors of the Corporation
                                                      Expires 2009              Corporation and First United
                                                                                       Bank & Trust.                    and its subsidiaries are
                                    Elaine L.      59/ Director since 1995/                                         permitted to participate in the
                                                                            Realtor, Long & Foster Realtors.          Corporation‘s non-qualified
                                    McDonald            Expires 2009
                                    Donald E.      77/ Director since 1988/ Secretary/ Treasurer, Moran Coal            Executive and Director
                                     Moran              Expires 2009                   Corporation.                 Deferred Compensation Plan
                                                                                                                    (the ―Deferred Compensation
                                   M. Kathryn      57/ Director since 2005/  Certified Public Accountant,             Plan‖). A discussion of the
                                    Burkey              Expires 2010        Owner, M. Kathryn Burkey, CPA           material terms of the Deferred
                                                                                                                      Compensation Plan follows
                                   H. Andrew       47/ Director since 2006/ President, Morgantown Printing &          the table entitled ―Deferred
                                    Walls, III          Expires 2010        Binding; Member, MEGBA, LLC.               Compensation Plan‖ that
                                                                               President/ Mountaineer Log &          appears below in the section
                                                                                  Siding Co., Inc. President,         entitled ―REMUNERATION
                                                   56/ Director since 1991/      Recreational Industries Inc.;      OF EXECUTIVE OFFICERS‖.
                                 Karen F. Myers
                                                        Expires 2010          Member, DC Development LLC;
                                                                              Real Estate Broker, Deep Creek
                                                                                       Mountain Resort.
                                                                                President, Rudy's Inc., Retail
                                                   55/ Director since 1992/
                                  I. Robert Rudy                                Apparel and Sporting Goods.
                                                        Expires 2010
                                                                              Member, DC Development LLC.
                                                                               Retired. Served as Chairman,
                                                                               President and Chief Executive
                                   Richard G.      68/ Director since 1985/
                                                                              Officer of First United Corporation
                                    Stanton             Expires 2010
                                                                                and First United Bank & Trust
                                                                                           until 1996.
                                                   61/ Director since 1995/   Vice President, Oakview Motors,
                                 Robert G. Stuck
                                                        Expires 2010                      Inc. - retired.

The Audit Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, Jr., Raymond F. Hinkle, John W. McCullough, Richard
G. Stanton, and Robert G. Stuck.
The Asset and Liability Management Committee consists of David J. Beachy, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, John
W. McCullough, Elaine L. McDonald, Gary R. Ruddell, I. Robert Rudy, Richard G. Stanton, H. Andrew Walls, III, and Robert G. Stuck.
The Executive Committee consists of Paul Cox, Jr., William B. Grant, Robert W. Kurtz, Donald E. Moran, I. Robert Rudy, Richard G. Stanton, and Robert G. Stuck
The Strategic Planning Committee consists of Faye E. Cannon, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, Elaine L. McDonald, Donald E. Moran, Gary R. Ruddell, I. Robert Rudy, and Richar
The Compensation Committee consists of M. Kathryn Burkey, Faye E. Cannon, Raymond F. Hinkle, Elaine L. McDonald, Richard G. Stanton, and Robert G. Stuck.
The Nominating Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, Jr., John W. McCullough, Elaine L. McDonald, Donald E. Moran, and Richard G. Stanton.
I. Robert Rudy, and Richard G. Stanton.
                                                                           GLEN BURNIE BANCORP
                                                                            101 Crain Highway, S.E.
                                                                          Glen Burnie, Maryland 21061
                                                                         www.thebankofglenburnie.com
                                                                                (410) 766-3300

            Number Number                                                                                                                         Last
Public or                         Names of                                    Business Background
                of    of Female               Age/Term/Expiration                                                   Board Compensation          Updated/
 Private                          Directors                                        Information
            Directors Directors                                                                                                                  Source


                                                                             John E. Demyan has been
                                                                            Chairman of the Board of the
                                                                            Company, the Bank and GBB
                                                                       Properties since 1995. He previously
                                                                       served as a director of the Company
                                                                          and the Bank from 1990 through
                                                                                                                   Currently, all directors are
                                                                         1994. He completed the Maryland
                                                                                                                 paid a fee of $1,000 for each
                                                                         Banking School in 1994. He is the
                                                                                                                  combined regular or special
                                                                        owner and manager of commercial
                                  John E.     60/ Director since 1995/                                           meeting of the Company and
 Public        12        3                                             and residential properties in northern                                    2008 Proxy
                                  Demyan           Expires 2011                                                  the Bank attended, with fees
                                                                       Anne Arundel County, Maryland. Mr.
                                                                                                                      paid for one excused
                                                                       Demyan is also a commercial multi-
                                                                                                                   absence. In addition to the
                                                                        engine pilot and flight instructor. He
                                                                                                                 foregoing director‘s fees, Mr.
                                                                          is an active volunteer with Angel
                                                                                                                  Demyan is compensated at
                                                                        Flight Mid-Atlantic, an organization
                                                                                                                     the rate of $30,000 per
                                                                        that provides free air transportation
                                                                                                                    annum for the additional
                                                                       for medical treatments to individuals
                                                                                                                 responsibilities of serving as
                                                                       who have exhausted their resources
                                                                                                                  the Chairman of the Board.
                                                                       as a result of their medical condition.
                                                                                                                     Directors (other than F.
                                                                                                                     William Kuethe, Jr., Mr.
                                                                                                                  Demyan and Mr. Livingston
                                                                                                                     who receive no fees for
                                                                                                                    committee meetings) are
                                                                                                                     paid an additional $300
                                                                                                                      chairman fee or $200
                                                                                                                  member fee, as applicable,
                                                                                                                 for each committee meeting.
                                                                                                                 Directors are also eligible for
                                                                                                                        annual bonuses.
                                                                             Demyan is compensated at
                                                                                the rate of $30,000 per
                                                                               annum for the additional
                                                                            responsibilities of serving as
                                                                             the Chairman of the Board.
                                                                               Directors (other than F.
                                                                               William Kuethe, Jr., Mr.
                                         Charles Lynch, Jr. is President of  Demyan and Mr. Livingston
                                              The General Ship Repair          who receive no fees for
                                        Corporation in Baltimore, Maryland    committee meetings) are
                                             and has nearly 30 years of        paid an additional $300
                                         experience in marine engineering        chairman fee or $200
                                       and ship repair. He holds a Bachelor member fee, as applicable,
                                           of Science degree in Industrial  for each committee meeting.
  Charles     54/ Director since 2003/
                                        Engineering, with a minor in Ocean Directors are also eligible for
 Lynch, Jr.        Expires 2011                                                    annual bonuses.
                                        Engineering, from the University of
                                        Miami and serves on the Baltimore
                                            Maritime Museum‘s Board of
                                       Directors. He is an active member of
                                         the Annapolis Yacht Club and St.
                                             Annes Episcopal Church in
                                                Annapolis, Maryland.
                                      Frederick W. Kuethe, III has been a
                                        Vice President of the Company
                                        since 1995 and a director of the
                                       Bank since 1988. In addition to his
                                      active participation on the board, he
                                       also works in software design and
F.W. Kuethe, 48/ Director since 1992/
                                        systems integration at Northrop
     III          Expires 2011
                                           Grumman Corp. (formerly
                                      Westinghouse Electric Corporation).
                                        He is a graduate of the Maryland
                                         Banking School. Frederick W.
                                       Kuethe, III is the son of F. William
                                                    Kuethe, Jr.
                                        Mary Lipin Wilcox is a teacher at
                                        Belle Grove Elementary School in
                                      Brooklyn Park, Maryland. She is an
                                        active member of her church, the
                                          teacher‘s association and the
Mary Lou     59/ Director since 1997/
                                       community. She has served on the
 Wilcox           Expires 2011
                                            Glen Burnie Improvement
                                         Association‘s Carnival Banking
                                      Committee for over 35 years as well
                                           as serving on other Carnival
                                                   committees.
                                      Michael G. Livingston was appointed
                                      Deputy Chief Executive Officer and
                                      Executive Vice President in August
                                         2004 and became a Director on
                                      January 1, 2005. Mr. Livingston was
                                          a Senior Vice President from
                                      January 1998 until August 2004 and
Michael G.   54/ Director since 2005/
                                       had been Chief Lending Officer of
Livingston        Expires 2009
                                        the Bank from 1996 until August
                                        2004. He served as Deputy Chief
                                      Operating Officer from February 14,
                                       2003 through December 31, 2003
                                           and was appointed the Chief
                                      Operating Officer effective January
                                                     1, 2004.
                                       F. William Kuethe, Jr. has served as
                                           President and Chief Executive
                                          Officer of the Company and the
                                       Bank since 1995. He also served as
                                         a director of the Bank from 1960
                                          through 1989. He was formerly
F. William    75/ Director since 1995/
                                         President of Glen Burnie Mutual
Kuethe, Jr.        Expires 2008
                                         Savings Bank from 1960 through
                                       1995. Mr. Kuethe, a former licensed
                                         appraiser and real estate broker,
                                       has banking experience at all levels.
                                       F. William Kuethe, Jr. is the father of
                                              Frederick W. Kuethe, III.


                                           Thomas Clocker has been the
                                          owner/operator of Angel‘s Food
                                       Market in Pasadena, Maryland since
                                       1960. He served on the Mid-Atlantic
                                            Food Association‘s board of
 Thomas       73/ Director since 1995/
                                          directors for nine years and is a
 Clocker           Expires 2010
                                        founding member of the Pasadena
                                       Business Association. Mr. Clocker is
                                         actively involved in the community
                                          as a supporter of local schools,
                                         athletic associations and scouting
                                                       groups.
                                         William N. Scherer, Sr. has been a
                                            member of the local business
                                           community since 1952 when he
                                        owned and operated an accounting
                                         and tax business. After graduating
                                        from law school in 1962, he opened
                                          a law practice in Glen Burnie. He
 William N.    84/ Director since 1995/
                                          currently specializes in wills and
Scherer, Sr.        Expires 2010
                                           estates. He previously operated
                                             Scherer‘s Market in Jessup,
                                          Maryland from 1960 to 2004. Mr.
                                          Scherer is chairman of the Audit
                                           Committee. Mr. Scherer is past
                                          director of the Chartwell Golf and
                                          Country Club and past director of
                                              the Mariner Sands Chapel.


                                          Karen B. Thorwarth is a Certified
                                        Insurance Counselor and a licensed
                                             agent. She has 24 years of
 Karen B.      50/ Director since 1995/
                                          experience including commercial
Thorwarth           Expires 2010
                                          property and casualty insurance,
                                           marketing, and underwriting of
                                        commercial boat and pleasure yacht
                                                     insurance.

                                               Shirley E. Boyer is the
                                        owner/manager of a large number of
                                           residential properties in Anne
 Shirley E.    71/ Director since 2006/ Arundel County, Maryland. She has
  Boyer             Expires 2010          13 years experience in the local
                                          banking industry where she was
                                         given progressive responsibilities,
                                          holding positions from Teller to
                                            Assistant Branch Manager.
                                     Norman E. Harrison has 32 years of
                                         experience as a certified public
                                     accountant. He is a founding partner
                                     of Harrison, Fields & Company, LLC,
                                     a public accounting firm specializing
                                       in auditing, accounting, taxes and
                                         consulting. Prior to opening the
                                     company, Mr. Harrison was a senior
                                       partner responsible for managing
                                      the Baltimore office of Stegman &
Norman E.   62/ Director since 2005/
                                        Company, P.A., a large regional
 Harrison        Expires 2009
                                     public accounting firm. Mr. Harrison
                                          is a member of the American
                                            Institute of Certified Public
                                            Accountants, the Maryland
                                          Association of Certified Public
                                          Accountants and the National
                                           Association of Credit Union
                                             Supervisory and Auditing
                                      Committee. He currently serves as
                                          an advisory board member of
                                               several corporations.
                                                   Edward L. Maddox has 31 years of
                                                       professional experience in the
                                                       financial services industry. He
                                                   currently provides expertise in the
                                                       areas of profitability reporting,
                                                        commercial lending revenue
                                                  enhancement and international cash
                                                  management products to major U.S.
                                                         banks as a consultant with
                                                       Automated Financial Systems.
                                                       During his career Mr. Maddox
                                                   worked in the operations division of
                                                  First National Bank of Maryland and
                                                    the Equitable Trust Company. He
                                                       was a member of the Adjunct
             Edward L.   57/ Director since 2005/ Faculty at Loyola College from 1980 -
              Maddox          Expires 2009        1985 while serving as the Director of
                                                  Consulting for Commercial Banking
                                                  Funds Management with Littlewood,
                                                         Shain & Company. In 2003,
                                                         Governor Robert L. Ehrlich
                                                        appointed Mr. Maddox to the
                                                         Maryland State Information
                                                   Technology Board. He served as a
                                                    Delegate on the Greater Severna
                                                   Park Council from 1979-1982 and
                                                   1989-1993. He currently serves on
                                                     the Shipley‘s Choice Community
                                                     Association‘s Board of Directors
                                                         where he has held several
                                                      leadership positions including a
                                                       three-year term as President.

The Audit Committee consists of Directors William N. Scherer, Sr., Shirley E. Boyer, Karen B. Thorwarth, Norman E.
The Compensation Committee is composed of Directors Shirley E. Boyer, F. William Kuethe, Jr., John E. Demyan, William N.
Scherer, Sr., Frederick W. Kuethe, III, Thomas Clocker, Michael G. Livingston, Norman Harrison, and Karen Thorwarth.
The independent members of the Company‘s Board of Directors acts as a nominating committee for the annual
selection of its nominees for election as directors, and the Board held one meeting during 2008 in order to make
nominations for directors.
                                                                                            GENVEC, INC.
                                                                                      65 West Watkins Mill Road
                                                                                     Gaithersburg, Maryland 20878
                                                                                           www.genvec.com
                                                                                            (240) 632-0740
            Number Number                                                                                                                                           Last
Public or                           Names of
                of    of Female                      Age/Term/Expiration                Background Information                    Board Compensation              Updated/
 Private                            Directors
            Directors Directors                                                                                                                                    Source

                                                                                 Prior to joining GenVec, he was Executive
                                                                                       Vice President of Research and
                                                                                  Development with Oncologix, Inc. (now
                                                                                Antigenics, Inc.), a biotechnology company.
                                                                                  Previous experience included Manager,
                                                                                     Cancer Research at Pfizer, Inc., a
                                                                                   pharmaceutical company. Dr. Fischer
                                  Paul H. Fischer,   58/ Director since 1996/                                                                                      2008
 Public        7         0                                                          received his B.S. in Biology from the
                                       Ph.D               Expires 2009                                                                                             Proxy
                                                                                      University of Denver, his Ph.D. in
                                                                                                                               The Company‘s current policy
                                                                                    Pharmacology from the University of
                                                                                                                                for the compensation of non-
                                                                                California at San Francisco and performed
                                                                                                                              employee directors, which was
                                                                                post-doctoral research in Pharmacology at
                                                                                                                              in place for 2007, provides that
                                                                                Yale University School of Medicine and was
                                                                                                                               nonemployee directors of the
                                                                                an associate Professor of Human Oncology
                                                                                                                                  Company receive $20,000
                                                                                        at the University of Wisconsin.
                                                                                                                              annually for their service on the
                                                                                                                               Board of Directors, $2,000 for
                                                                                                                               each Board meeting attended,
                                                                                                                              and $1,000 for each committee
                                                                                                                              meeting attended. Additionally,
                                                                                                                                 the chairman of each of the
                                                                                                                                   Company‘s committees
                                                                                                                               receives an additional annual
                                                                                                                                 payment of $3,500 with the
                                                                                                                                    exception of the Audit
                                                                                                                                  Committee chairman who
                                                                                                                              receives an annual payment of
                                                                                                                                $5,000. The Chairman of the
                                                                                                                                 Board of Directors receives
                                                                                                                                $24,000 annually, $4,000 for
                                                                                                                               each Board meeting attended,
                                                                                                                                  and $1,000 per committee
                                                                                                                                          meeting.
                                                                                               for the compensation of non-
                                                                                             employee directors, which was
                                                                                             in place for 2007, provides that
                                                                                              nonemployee directors of the
                                                                                                 Company receive $20,000
                                                                                             annually for their service on the
                                              Dr. Hockmeyer founded MedImmune, Inc. in        Board of Directors, $2,000 for
                                              April 1988 as President and Chief Executive     each Board meeting attended,
                                                  Officer and was elected as a director of   and $1,000 for each committee
                                                MedImmune in May 1988. Dr. Hockmeyer         meeting attended. Additionally,
                                              became Chairman of the Board of Directors         the chairman of each of the
                                             of MedImmune in May 1993. He relinquished            Company‘s committees
                                                his position as Chief Executive Officer in    receives an additional annual
                                                   October 2000 and now serves as the           payment of $3,500 with the
                                                  Chairman of the Board of Directors and           exception of the Audit
                                              President of MedImmune Ventures, Inc. Dr.          Committee chairman who
                                                Hockmeyer earned his bachelor‘s degree       receives an annual payment of
                                               from Purdue University and his Ph.D. from       $5,000. The Chairman of the
   Wayne T.       63/ Director since 2000/          the University of Florida in 1972. Dr.      Board of Directors receives
Hockmeyer, Ph.D        Expires 2009            Hockmeyer was recognized in 1998 by the         $24,000 annually, $4,000 for
                                                  University of Florida as a Distinguished    each Board meeting attended,
                                              Alumunus and in 2002, Dr. Hockmeyer was            and $1,000 per committee
                                              awarded a Doctor of Science honoris causa                  meeting.
                                              from Purdue University. Dr. Hockmeyer is a
                                                     member of the Maryland Economic
                                              Development Commission and the Maryland
                                                Governor‘s Workforce Investment Board
                                             (GWIB). He is also a member of the Board of
                                                   Directors of Advancis Pharmaceutical
                                                Corporation, Vanda Pharmaceuticals Inc.,
                                               Idenix Pharmaceuticals, Inc., and TolerRx,
                                                 Inc. and serves on the boards of several
                                              educational and philanthropic organizations.
                                                 Dr. Horovitz served as a director of Diacrin
                                                from 1994 to August 2003. Dr. Horovitz was
                                                Vice President, Business Development and
                                                      Planning at Bristol-Myers Squibb
                                                Pharmaceutical Group from 1991 until 1994
                                               and was Vice President, Licensing from 1989
Zola P. Horovitz,   73/ Director since 2003/   to 1991. Prior to 1989, Dr. Horovitz spent 30
      Ph.D               Expires 2010          years as a member of the Squibb Institute for
                                                  Medical Research. Dr. Horovitz is also a
                                                      director of Avigen, Inc., BioCryst
                                               Pharmaceuticals, Genaera Pharmaceuticals,
                                               Nitromed, DoV Pharmaceuticals, Immunicon
                                                   and Palatin Technologies. Dr. Horovitz
                                                  received his Ph.D. from the University of
                                            Marc R. Schneebaum has served as a
                                           director of GenVec since April 2007 as a
                                             successor to Barbara H. Franklin. Mr.
                                            Schneebaum is Chairman of the Audit
                                          Committee. Mr. Schneebaum is currently
                                         President and CEO of Sensors for Medicine
                                            and Science, Inc. (SMSI), an emerging
                                        medical technology company. Previously, he
                                          served as Senior Vice President, Finance,
                                         Business Development and Administration,
                                         and CFO of Genetic Therapy, Inc. (GTI), a
  Marc R.    55/ Director since 2007/   biotechnology company. Prior to his tenure at
Schneebaum        Expires 2011          GTI, Mr. Schneebaum was a Vice President
                                            at Alex Brown & Sons Incorporated, a
                                        leading investment banking firm (now part of
                                         Deutsche Bank), where he participated in a
                                        variety of finance and strategic assignments.
                                           Mr. Schneebaum began his career in the
                                           accounting and auditing group at KPMG,
                                              advancing to senior manager in the
                                              management consulting group. Mr.
                                        Schneebaum, a CPA, received his degree in
                                         Business Administration from the University
                                         of Maryland. He serves on the board of the
                                                 March of Dimes of Maryland.
                                                        Dr. Kelley brings a long history of
                                                involvement in experimental models of gene
                                                     therapy to the Board. Dr. Kelley and his
                                                colleagues at the University of Michigan were
                                                the first to propose in vivo gene therapy as it
                                                  is recognized today and the first to directly
                                                 administer a human gene in vivo and obtain
                                                expression in an experimental animal model.
                                                      In the fall of 1989, Dr. Kelley became
                                                Executive Vice President of the University of
                                                  Pennsylvania with responsibilities as Chief
                                                   Executive Officer for the Medical Center,
William N. Kelley,   68/ Director since 2002/
                                                    Dean of the School of Medicine, and the
       M.D.               Expires 2010
                                                Robert G. Dunlop Professor of Medicine and
                                                 Biochemistry and Biophysics. In the national
                                                  leadership arena, Dr. Kelley has served as
                                                President of the American Society for Clinical
                                                    Investigation, President of the American
                                                      College of Rheumatology, Chair of the
                                                   American Board of Internal Medicine and
                                                  Chair of the Residency Review Committee
                                                 for Internal Medicine. Dr. Kelley also serves
                                                as a director of Merck & Company; Beckman
                                                  Coulter, Inc.; Advanced Bio-Surfaces, Inc.,
                                                                and Polymedix, Inc.
                                                 Mr. Rooney is currently the president of
                                                  Beacon Consulting Group, a company
                                                focused on providing strategic consulting
                                              services to biopharmaceutical executives, a
                                             position he has held since 2007. Previously,
                                                   from 2005 to 2007 he served as vice
                                                    president, sales and marketing, for
                                             MedImmune‘s oncology division. Prior to this,
                                             from 2003 to 2005, he was a Senior Director
                                             of Marketing at MedImmune. From July 1997
                                             to July 2003, Mr. Rooney worked for Bristol-
                                             Myers Squibb Company holding positions of
                  42/ Director since 2008/     increasing responsibility, including, Senior
Kevin M. Rooney
                       Expires 2011          Director of Marketing, Director of Marketing,
                                               and Senior Product Manager. Mr. Rooney
                                                  also held marketing positions at Glaxo
                                                Wellcome, Inc. and Burroughs Wellcome
                                             Company. He received his MBA from the J.L.
                                                     Kellogg School of Management at
                                              Northwestern University and his bachelor‘s
                                              degree from the University of Virginia. He is
                                               also a member of the board of trustees for
                                                  the National Foundation for Infectious
                                                    Disease, a non-profit foundation for
                                                 infectious disease education of medical
                                                       professionals and the public.
                                                          Mr. Ruch served as a director of Diacrin from
                                                           March 1998 to August 2003. Mr. Ruch is the
                                                          Chairman and Chief Executive Officer of Rho
                                                            Capital Partners, Inc., an investment and
                                                          venture capital management company, which
                                                            he co-founded in 1981. Prior to founding
                               58/ Director since 2003/
             Joshua Ruch                                   Rho, Mr. Ruch was employed in investment
                                    Expires 2011
                                                            banking at Salomon Brothers. Mr. Ruch
                                                               received a B.S. degree in electrical
                                                              engineering from the Israel Institute of
                                                          Technology (Technion) and an MBA from the
                                                          Harvard Business School. Mr. Ruch is also a
                                                           director of a number of private companies.


The members of the Nominating and Corporate Governance Committee are William N. Kelley, M.D. (Chairman), Wayne T. Hockmeyer, Ph.D. and Zola P. Horovitz, Ph.D.
The members of the Audit Committee are Marc R. Schneebaum (Chairman), Zola P. Horovitz, Ph.D., William N. Kelley, M.D., and Kevin M. Rooney.
The members of the Compensation Committee are Wayne T. Hockmeyer, Ph.D. (Chairman), Joshua Ruch, and Marc R. Schneebaum.
                                                                        GP Strategies Corporation.
                                                                      6095 Marshalee Drive, Suite 300
                                                                            Elkridge, MD 21075
                                                                          www.gpworldwidecom
                                                                              (888) 843-4784
            Number Number
Public or                         Names of                                                                                                    Last
                of    of Female               Age/Term/Expiration    Business Background Information             Board Compensation
 Private                          Directors                                                                                                  Updated
            Directors Directors

                                                                      President from 2001 until February
                                                                       2006 and Chief Executive Officer
                                                                        since April 2005. He was Chief          Our Board of Directors has
                                                                        Financial Officer from 1989 until        adopted guidelines for the
                                                                       December 2005, Executive Vice             compensation of our non-
                                                                    President from 1998 to 2001, and Vice      employee directors. Effective
                                                                     President from 1985 to 1998. He has           July 1, 2006, our non-
                                                                    been a Director of GSE Systems, Inc.      employee directors are paid a
                                   Scott N.     50/Director since
 Public        7         1                                               ("GSE") since 1999 and was a          retainer of $25,000 per year. 2007 proxy
                                  Greenberg        1987/2008
                                                                      Director of Five Star Products, Inc.     In addition, the Chairman of
                                                                    ("Five Star") from 1998 to 2003 and a          the Board receives an
                                                                      Director of Valera Pharamceuticals       additional $40,000 per year;
                                                                       ("Valera') until January 2005. Mr.        the Chairman of the Audit
                                                                     Greenberg has also been a Director            Committee receives an
                                                                    and Chief Financial Officer of National    additional $15,000 per year;
                                                                       Patent Development Corporation               members of the Audit
                                                                             ("NPDC") since 2004.                  Committee receive an
                                                                                                                additional $5,000 per year;
                                                                                                                     the Chairman of the
                                                                                                                Compensation Committee
                                                                                                              receives an additional $5,000
                                                                                                              per year; and members of the
                                                                                                                Compensation Committee
                                                                                                               receive an additional $2,500
                                                                                                               per year. These annual fees
                                                                                                                are prorated and paid on a
                                                                                                               quarterly basis. At the option
                                                                                                              of the directors, up to one-half
                                                                                                                 of the fees may be paid in
                                                                                                              shares of our Common Stock.
                                                                                                                  In addition to the annual
                                                                                                              retainers, each non-employee
                                                                                                                director receives $1,500 for
                                                                                                              each Board meeting attended
                                                                                   additional $40,000 per year;
                                                                                     the Chairman of the Audit
                                                                                       Committee receives an
                                                                                   additional $15,000 per year;
                                                                                        members of the Audit
                                                                                       Committee receive an
                                                                                    additional $5,000 per year;
                                       He has been Chairman and Managing                 the Chairman of the
                                                Member of Bedford Oak               Compensation Committee
                                        Management, LLC since 1998. Prior         receives an additional $5,000
                                         thereto, Mr. Eisen served as Senior     per year; and members of the
                                        Vice President of Travelers, Inc. and       Compensation Committee
                                         of Primerica prior to its merger with     receive an additional $2,500
                                       Travelers in 1993. Mr. Eisen has over       per year. These annual fees
                                          thirty years of asset management          are prorated and paid on a
                                        experience, is often consulted by the      quarterly basis. At the option
                                          national media for his views on all    of the directors, up to one-half
                                               phases of the investment              of the fees may be paid in
                                       marketplace, and is frequently quoted     shares of our Common Stock.
                                        in The Wall Street Journal, The New           In addition to the annual
                                           York Times, PensionWorld, U.S.        retainers, each non-employee
                   64/Director since       News & World Report, Financial           director receives $1,500 for
Harvey P. Eisen
                  2005/Expires 2008      World and Business Week, among          each Board meeting attended
                                            others. Mr. Eisen also appears        and $750 for each committee
                                       regularly on such television programs       meeting attended, but only if
                                           as Wall Street Week, CNN, and         the committee meeting is held
                                        CNBC. Mr. Eisen is a Trustee of the         on a different date than the
                                           University of Missouri Business                Board meeting. On
                                       School where he established the first          September 14, 2006, we
                                          accredited course on the Warren             granted 2,000 shares of
                                          Buffet Principles of Investing. Mr.      restricted stock to each non-
                                          Eisen has also been a Director of           employee director, which
                                       NPDC since August 2004. He is also        stock vests quarterly over one
                                           a Trustee of Rippowam Cisqua           year subsequent to the grant
                                       School in Bedford, New York and the                      date.
                                            Northern Westchester Hospital
                                                        Center.
                                    Mr. Geller is Co-Founder and Senior
                                        Managing Director of St. Cloud
                                    Capital, a Los Angeles based private
                                   investment fund formed in December
                                      2001. He is also Chairman, Chief
                                       Executive Officer and Founding
                                      Partner of Geller & Friend Capital
                                      Partners, Inc., a private merchant
                                    bank formed in 1995. Mr. Geller has
                                         spent more than forty years in
                                      corporate finance and investment
                                    banking, including twenty one years
                                      as a Senior Managing Director of
                                    Bear, Stearns & Co. with oversight of
                                      all operations in Los Angeles, San
Marshall S.    68/Director since    Francisco, Chicago, Hong Kong and
  Geller      2002/Expires 2008      the Far East. Mr. Geller is currently
                                   Non-Executive Chairman of the Board
                                    of ShopNBC-ValueVision Media, Inc.
                                   (NasdaqNM: VVTV), and serves as a
                                      Director of 1st Century Bank, Los
                                        Angeles (Nasdaq:FCNA), Blue
                                     Holdings, Inc. (NasdaqNM: BLUE),
                                    National Holdings Corp. (NHLD.OB),
                                     SCPIE Holdings, Inc. (NYSE: SKP)
                                    and is on the Board of Governors of
                                      Cedars Sinai Medical Center, Los
                                       Angeles. He was previously the
                                       Interim Co-Chairman of Hexcel
                                    Corporation (NYSE:HXL) and Interim
                                   President and Chief Operating Officer
                                   of Players International, Inc. Mr. Geller
                                     also serves on the Dean's Advisory
                                       Mr. Pfenniger is the Chairman of the
                                      Board, President, and Chief Executive
                                       Officer of Continucare Corporation, a
                                         provider of primary care physician
                                      services. Mr. Pfenniger was appointed
                                      President and Chief Executive Officer
                                       in October 2003 after having served
                                            as a member of the board of
                                      Continucare since March 2002 and as
                                      Chairman since September 2002. Mr.
                                        Pfenniger was the Chief Executive
                                           Officer and Vice Chairman of
 Richard C.       51/Director since
                                         Whitman Education Group, Inc., a
Pfenniger, Jr.   2005/Expires 2008
                                         provider of career-oriented higher
                                      education, from 1997 until June 2003.
                                         From 1994 to 1997, Mr. Pfenniger
                                      served as the Chief Operating Officer
                                      of IVAX Corporation, and from 1989 to
                                        1994 he served as the Senior Vice
                                       President-Legal Affairs and General
                                      Counsel of IVAX Corporation, a multi-
                                        national pharmaceutical company.
                                        Mr. Pfenniger currently serves as a
                                      Director of Cellular Technical Services
                                                   Company, Inc.
                                             Mr. Strait presently practices as a
                                           Certified Public Accountant under the
                                           name A. Marvin Strait, CPA. He has
                                               practiced in the field of public
                                           accountancy in Colorado for over 40
                                              years. He presently serves as a
                                           member of the Board of Trustees of
                                          the Colorado Springs Fine Arts Center
                                              Foundation, the Sam S. Bloom
                                           Foundation, The Penrose-St. Francis
                                               Health Foundation and Peak
                                           Education. He also presently serves
                                          as a member of the Board of Directors
                 73/ Director since 2007/ and Chairman of the Audit Committee
A. Marvin Strait
                      Expires 2008         of Sturm Financial Group, Inc., RAE
                                              Systems, Inc. and Continucare
                                           Corporation, and on the Community
                                           Advisory Panel of American National
                                           Bank. Mr. Strait previously served as
                                               the Chairman of the Board of
                                           Directors of the American Institute of
                                          Certified Public Accountants (AICPA),
                                           as President of the Colorado Society
                                            of Certified Public Accountants and
                                                the Colorado State Board of
                                               Accountancy, and serves as a
                                             permanent member of the AICPA
                                                     Governing Council.
                                                       Mr. Washington is the Director of
                                                     Football Operations with the National
                                                      Football League (NFL) in New York.
                                                           He previously served as a
                                                       professional sportscaster and as
                                                     Assistant Athletic Director for Stanford
                                                        University prior to assuming his
              Gene A.       60/ Director since 2007/
                                                     present position with the NFL in 1994.
             Washington          Expires 2008
                                                        Mr. Washington serves and has
                                                      served on numerous corporate and
                                                      civic boards, including serving as a
                                                        director for several NYSE-listed
                                                         companies including dELiA*s,
                                                     Goodrich Petroleum Corporation and
                                                      the former New York Bancorp, Inc.

                                                      Mrs. Kelly is currently President and
                                                         Chief Executive Officer of Kelly
                                                       Consulting LLC, an investment and
                                                     consulting firm. From 1995 to January
                                                      2007 she was a member of the U.S.
                                                           House of Representatives,
                                                      representing the 19th Congressional
                            71/ Director since 2007/      District of New York. While in
            Sue W. Kelly
                                 Expires 2008        Congress she served on the Board of
                                                      Visitors of the U.S. Military Academy
                                                        of West Point and on the House
                                                     Financial Services Committee, among
                                                     other assignments. Prior to becoming
                                                      a Congresswoman, she worked in a
                                                      variety of positions, including various
                                                           businesses and education.


The members of the Audit Committee are Ogden R. Reid, Marshall S. Geller and Richard C. Pfenniger, Jr.
The members of the Compensation Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
The members of the Nominating/Corporate Governance Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
                                                                       Cytomedix, Inc.
                                                                416 Hungerford Drive, Suite 330
                                                                  Rockville, Maryland 20850
                                                                     www.cytomedix.com
                                                                       (240) 499-2680

Public Number Number                                                                                                     Last
                              Names of
  or        of    of Female               Age/Term/Expiration      Background Information         Board Compensation   Updated/
                              Directors
Private Directors Directors                                                                                             Source
                                                     Mr. Benson has over 25 years of
                                                 experience in the healthcare industry,
                                                      and also serves as a director of
                                                     Cryolife, Inc. Recently, he retired
                                                   from the Advanced Medical Device
                                                    Association (Advamed) where he
                                                 served as executive vice president for
                                                                                              For service during 2007,
                                                 technical and regulatory affairs. Prior
                                                                                           each non-employee director
                                                     to that, he held numerous senior
                                                                                           was entitled to and received
                                                      positions at the Food and Drug
                                                                                            options to purchase 30,000
                                                   Administration (FDA) over a twenty
                                                                                              shares of the Company‘s
                                                  year period. He retired from the FDA
                                                                                                common stock; each
                                                  as director of the Center for Devices
                                                                                           committee chair was entitled
                                                    and Radiological Health (CDRH).
                                                                                             to and received options to
                                                        Earlier, he served as deputy
                                                                                            purchase 10,000 shares of
                 James S.   69/ Director since     commissioner of the FDA, and also
Public   6   0                                                                                the Company‘s common         2008 Proxy
                  Benson    2004/Expires 2009      as its commissioner for a one-year
                                                                                            stock; each non-employee
                                                    period. During his tenure with the
                                                                                            director was entitled to and
                                                 FDA, Mr. Benson worked closely with
                                                                                                received $500 for his
                                                  other Federal Agencies and worked
                                                                                                 participation in each
                                                    with Congress to craft and create
                                                                                             telephonic meeting of the
                                                 various pieces of legislation including
                                                                                            Board or a Committee and
                                                   "The Food and Drug Modernization
                                                                                           $1,000 for his participation in
                                                      Act of 1997", "The Biomaterials
                                                                                            each in-person meeting of
                                                       Access Act of 1998" and "The
                                                                                            the Board or a Committee.
                                                       Medical Device User Fee and
                                                      Modernization Act of 2002". Mr.
                                                  Benson earned a B.S. degree in civil
                                                    engineering from the University of
                                                      Maryland and a M.S. degree in
                                                 nuclear engineering from the Georgia
                                                          Institute of Technology.
                                   Mr. Crews is executive vice president
                                       of Crews and Associates, Inc., a
                                       brokerage house located in Little
                                       Rock, Arkansas, founded by his
                                       father. Mr. Crews has worked at
                                   Crews & Associates for more than 19
                                   years, specializing in the fixed income
             45/ Director since    markets. He is a former partner of All
DAVID P.
           January 2001/ Expires        American Leasing, a municipal
CREWS
                    2009            finance firm, and also serves as vice
                                   president, secretary, and treasurer of
                                     CHASC, Inc., an entity that acquired
                                        Smith Capital Management (an
                                    investment advisory firm). Mr. Crews
                                       is also a Board Member of Pure
                                      Energy Group, Inc. (an oil and gas
                                                   company).
                                           Mr. Deva is the founder and
                                       President of Deva & Associates,
                                      P.C., a Rockville, Maryland based
                                     mid-size accounting and consulting
                                          firm that provides accounting,
                                         auditing, litigation support, due
                                      diligence, cost-benefit analysis and
                                     other financial consulting services to
                                           many Federal agencies and
                                     corporations. He is also the founder
                                                  and President of
                                     CPAMoneyWatch.com, LLC, a web
                                       based business services provider
                                         offering online accounting and
                                     business solutions to small and mid-
ARUN K.   63/ Director since 2004/           sized businesses. Prior to
 DEVA          Expires 2009           establishing Deva & Associates in
                                       1991, Mr. Deva was a partner at
                                     Touche Ross & Co. (now Deloitte &
                                          Touche). He has served as a
                                     management consultant for several
                                     public and private companies with a
                                       focus on financial restructurings,
                                          negotiations with lenders and
                                        creditors, financial reporting and
                                        disclosures, and filings with the
                                             Securities and Exchange
                                     Commission. Mr. Deva is a member
                                     of the American Institute of Certified
                                          Public Accountants, Maryland
                                          Association of Certified Public
                                        Accountants and Association of
                                      Government Accountants. He was
                                       Mr. Drohan recently retired from
                                   Baxter Healthcare Corporation where
                                    he served as Senior Vice President
                                   and President of Baxter's medication
                                    delivery business, a position he held
                                    since May 2001. In this capacity, he
                                       had direct general management
                                      responsibility for the development
                                          and worldwide marketing of
                                    intravenous products, drug-delivery
                                    and automated distribution systems,
                                     as well as anesthesia, critical care
                                    and oncology products representing
DAVID F.   69 Director since 2004/ $4 billion in combined annual sales.
DROHAN          Expires 2009       He joined Baxter in 1965 as a territory
                                   manager in New York and throughout
                                     the years has held a succession of
                                       senior positions. Prior to joining
                                        Baxter, Mr. Drohan worked for
                                   Proctor & Gamble. He is a member of
                                    the St. Louis College of Pharmacy's
                                    board of trustees, chairman of Lake
                                       County Ecomomic Development
                                       Corporation and President of the
                                   Riverside Foundation. He earned his
                                        bachelor's degree in industrial
                                      relations from Manhattan College,
                                                   New York.
                                       Mr. McLoughlin currently serves as
                                      Vice-President and General Manager
                                      of the Scientific Products Division of
                                         Cardinal Health, Inc., one of the
                                            world's largest health care
                                          manufacturing and distribution
                                       companies. In this capacity, he has
                                             full general management
                                         responsibility for the distribution,
                                      marketing and sales of thousands of
                                        medical devices and reagents that
                                          can support more than 90% of
 MARK T.                               laboratory requirements in virtually
            52 Director since 2004/
McLOUGHLI                               every clinical laboratory discipline.
                 Expires 2009
    N                                 Prior to joining Cardinal, he was vice
                                       president of commercial operations
                                           for Norwood Abbey Ltd., an
                                      Australian-based medical technology
                                       company. Earlier, he was President
                                      of North American operations for Ion
                                       Beam Application, Inc., a Belgium-
                                        based global medical technology
                                          company. His executive career
                                             experience also includes
                                      Mallinckrodt, as well as positions with
                                           other healthcare companies.
                                       Dr. Mohan served as Chief Executive
                                             officer of International Remote
                                               Imaging Systems, Inc., the
                                             predecessor company of IRIS
                                        International. Previously, he was the
                                          Chief Regulatory and Technology
                                          Strategist for the Law Firm of King
                                        and Spalding, Senior Vice-President
                                           and Chief Technology Officer for
                                          Boston Scientific Corporation, and
                                         Corporate Vice-President of Baxter
                                            International, responsible for all
                                           corporate research and technical
                                          services and was a member of the
                                       Baxter operating management team.
DR. KSHITIJ   63/ Director since 2004/ Prior to entering the private sector,
 MOHAN             Expires 2009               Dr. Mohan served in various
                                         capacities within the U.S. Food and
                                             Drug Administration, including
                                         leading the science and technology
                                          programs and the office of product
                                         evaluation and approval of medical
                                          devices and between 1979 - 1983
                                        served in the White House Office of
                                             Management and Budget with
                                       responsibilities for the national R & D
                                          policies, programs of the National
                                           Science Foundation and NASA's
                                          Aeronautical and Space Research
                                       and Technology programs. Dr Mohan
                                       has been widely published in the field
                                          of health policies, regulations and
                                            Applied Physics and served on

Audit Committee: Arun Deva (chairman), David Crews and David Drohan
Compensation Committee: Mark McLoughlin,James S. Benson (Chair), David Crews and David Drohan
Nominating and Governance Committee - James Benson (Chair), Arun Deva and Mark McLoughlin
                                                                             GSE SYSTEMS, INC.
                                                                        7133 Rutherford Road, Suite 200
                                                                             Baltimore, MD 21244
                                                                                www.gses.com
                                                                                (410) 277-3740

            Number Number                                                                                                                       Last
Public or                         Names of
                of    of Female               Age/Term/Expiration           Background Information                Board Compensation          Updated/
 Private                          Directors
            Directors Directors                                                                                                                Source
                                                                          Mr. Feldman was founder of GP
                                                                            Strategies and was its Chief
                                                                        Executive Officer and Chairman of
                                                                        the Board until April 2005. On April
                                                                        26, 2005 Mr. Feldman was elected
                                                                             Chairman of the Executive
                                                                                                                 ¨ Annual Retainer: an annual
                                                                       Committee of GP Strategies. He has
                                                                                                               retainer of $12,000 will be paid
                                                                       been Chairman of the Board of Five
                                                                                                               to all directors who do not chair
                                                                          Star Products, Inc., a paint and
                                                                                                               a committee and are classified
                                                                         hardware distributor, since 1994;
                                                                                                                  as ―Independent Directors‖
                                                                         Chairman of the Board and Chief
                                  Jerome I.   80/ Director since 1994/ Executive Officer of National Patent        based upon the SEC and
 Public        9         0                                                                                      AMEX criteria for Independent 2008 Proxy
                                  Feldman          Expires 2009        Development Corporation, a holding
                                                                                                               Directors. The Chairman of the
                                                                         company with interests in optical
                                                                                                                  Board, the Chairman of the
                                                                            plastics, paint and hardware
                                                                                                               Compensation Committee and
                                                                         distribution services since August
                                                                                                                   the Chairman of the Audit
                                                                           2004; and a Director of Valera
                                                                                                               Committee will each be paid an
                                                                         Pharmaceuticals, Inc., a specialty
                                                                                                                annual retainer of $25,000 per
                                                                          pharmaceutical company, since
                                                                                                                  year. ¨ Board of Committee
                                                                        January 2005. Mr. Feldman is also
                                                                                                                   Meeting Attendance Fees:
                                                                           Chairman of the New England
                                                                                                                 Independent Directors will be
                                                                          Colleges Fund and a Trustee of
                                                                                                                  paid $1,500 for each Board
                                                                          Northern Westchester Hospital
                                                                                                               meeting attended. Members of
                                                                                     Foundation.
                                                                                                                    the Audit Committee will
                                                                                                                  receive $500 for each Audit
                                                                                                               Committee meeting attended. ¨
                                                                                                                 Stock Options: On an annual
                                                                                                                    basis, each Independent
                                                                                                                 Director will be awarded non-
                                                                                                                qualified GSE stock options to
                                                                                                                purchase 10,000 shares of the
                                                                                                                  Company‘s common stock,
                                                                          annual retainer of $25,000 per
                                                                            year. ¨ Board of Committee
                                                                             Meeting Attendance Fees:
                                                                           Independent Directors will be
                                                                            paid $1,500 for each Board
                                                                          meeting attended. Members of
                                     Mr. Feldman joined the Company in        the Audit Committee will
                                            early 2004 as Director of       receive $500 for each Audit
                                      International Sales and Marketing. Committee meeting attended. ¨
                                      Prior to joining GSE, he was Chief   Stock Options: On an annual
                                        Executive Officer of RedStorm         basis, each Independent
                                      Scientific, Inc., a biotech company  Director will be awarded non-
                                          that assists pharmaceutical     qualified GSE stock options to
               41/ Director since      companies in shortening the drug   purchase 10,000 shares of the
Michael D.
             January 2006/ Expires       discovery process through its      Company‘s common stock,
Feldman
                      2009               understanding of proteins. Mr.     pursuant to the Company‘s
                                         Feldman had previously held                     Plan.
                                          positions with GP Strategies
                                     Corporation and General Physics in
                                      international sales and marketing.
                                     Mr. Feldman graduated from Cornell
                                       University with a BA in 1989. Mr.
                                        Feldman is the son of Jerome I.
                                      Dr. Glashow is the Higgins Professor
                                          of Physics Emeritus at Harvard
                                      University, and a university professor
                                            and the Arthur G.B. Metcalf
                                         Professor of Mathematics & the
                                       Sciences at Boston University since
                                         July 2000, and previously taught
                                      physics at other major universities in
                                        Massachusetts, Texas, California
                                        and France. In 1979, Dr. Glashow
                                      received the Nobel Prize in Physics.
                                        Dr. Glashow was a director of GP
Sheldon L.   75/ Director since 1995/    Strategies from 1997 to 2001; a
 Glashow          Expires 2009              director of General Physics
                                      Corporation from 1987 to 1995; and
                                         a director of Interferon Sciences,
                                        Inc., a pharmaceuticals company
                                      since 1991. Dr. Glashow also serves
                                            on the Board of Directors of
                                            RedStorm Scientific, Inc., a
                                      computational drug design company.
                                       Dr. Glashow previously served as a
                                            director of Duratek, Inc., an
                                          environmental technology and
                                        consulting company, from 1985 to
                                          1995. Dr. Glashow is a foreign
                                        Mr. Greenberg has served Korean
                                       member of the Russian and on the
                                       Board of Directors of GP Strategies
                                       since 1987, was its President from
                                        2001 until February 2006, and its
 Scott N.    52/ Director since 1999/  Chief Executive Officer since April
Greenberg         Expires 2009          2005. He was the Chief Financial
                                       Officer of GP Strategies from 1989
                                      until December 2005. Mr. Greenberg
                                       also served as a director of Valera
                                       Pharmaceuticals, Inc. until January
                                                      2005.
                                         Dr. Hagengruber retired in 2003 as
                                            the Senior Vice President for
                                         National Security and Arms Control
                                        at the Sandia National Laboratories,
                                          where he served as an officer for
                                       over 17 years. In his former position,
                                             he led programs in nuclear
                                        technologies, arms control, satellite
                                         and sensor systems, security, and
                                        international programs, including an
                                         extensive set of projects within the
  Roger L.    66/ Director since 2001/
                                       states of the former Soviet Union. Dr.
Hagengruber        Expires 2009
                                       Hagengruber serves on the Advisory
                                           Board of ManTech International
                                           Corporation. He is Senior Vice
                                            President Emeritus at Sandia
                                             National Laboratories and a
                                         professor at the University of New
                                          Mexico, where he also serves as
                                          director of the Institute for Public
                                        Policy. Dr. Hagengruber holds B.S.,
                                          M.S. and Ph.D. degrees from the
                                                     University of
                                         In 1998, Mr. Lewis retired from
                                     Johnson Controls, Inc. after 39 years
                                      of service, including his tenure from
                                        1986 to 1998 as Executive Vice
                                      President with responsibilities for its
                                          Controls Group. Mr. Lewis is
                                     Chairman of the Board of DryKor Ltd
                                           of Israel, a manufacturer of
Joseph W.   73/ Director since 2000/ dehumidification equipment. He has
  Lewis          Expires 2009           served as a director of Wheaton
                                       Franciscan Services, Inc., a multi-
                                       system health care provider, since
                                       1991 and served as its Treasurer
                                     from 1993 until 2002, and is currently
                                     Chairman of the Board, appointed on
                                     July 1, 2003. He previously served as
                                      a director of Entek IRD International
                                         until its sale to Allen Bradley, a
                                    On November 11, 2003, Mr. Moran
                                       was appointed Chief Executive
                                    Officer of GSE Systems, Inc. Since
                                   October 2001, Mr. Moran has served
                                     as Vice President of GP Strategies
                                   Corporation. He was elected Director
                                   of Five Star Products, Inc. in January
                                    2002 and is responsible for leading
                                      that company's strategic steering
                                      committee. Five Star, the largest
John V.   58/ Director since 2003/    distributor of home improvement
 Moren         Expires 2009           products in the Northeast, was a
                                      majority-owned subsidiary of GP
                                      Strategies, prior to the spin-off of
                                     NPDC on November 24, 2004. He
                                        served as President and Chief
                                    Executive Officer of GP e-Learning
                                       Technologies, Inc. from 2000 to
                                     2001, and was Group President of
                                    the Training and Technology Group
                                     of General Physics Corporation, a
                                       wholly owned subsidiary of GP
                                      He currently serves as Chairman of
                                       the Board, Chief Executive Officer
                                            and President of ManTech
                                     International Corp. Mr. Pedersen co-
                                      founded ManTech in 1968. He was
                                                elected Chairman of
                                        ManTech's Board of Directors in
                                        1979. In 1995, Mr. Pedersen was
                                      elected to the additional positions of
                                          President and Chief Executive
                                         Officer. Mr. Pedersen has also
                                     served as President and/or Chairman
                                            of the Board of a number of
George J.   73/ Director since 1994/ ManTech subsidiaries. Mr. Pedersen
Pedersen         Expires 2009             also serves as a director, Vice
                                         President and a member of the
                                            executive committee of the
                                        Professional Services Council; a
                                           trustee and a member of the
                                      executive committee of the National
                                      Security Industrial Association; and
                                     as a director of the Ivymount School.
                                        Mr. Pedersen currently serves as
                                        Chairman of the Board of MARE,
                                       Inc., Chairman of the Board of the
                                         Institute of Software Research,
                                         Chairman of the Board of Vega
                                      International, and a member of the
                                            Mr. Tawes is the Executive Vice
                                          President and Head of Investment
                                        Banking and a member of the Board
                                         of Directors at Northeast Securities,
                                            Inc. From 2000-2001 he was a
                                              Managing Director for C.E.
                                          Unterberg, Towbin, an investment
                                              and merchant banking firm
                                              specializing in high growth
                                          technology companies. Mr. Tawes
                                          spent 20 years at Oppenheimer &
                                          Co. Inc. and CIBC World markets,
                                            where he was Director of Equity
                                        Research from 1991 to 1999. He was
                                        also Chairman of the Stock Selection
   O. Lee     61/ Director since August Committee at Oppenheimer & Co., a
  Tawes, III     2006/ Expires 2009      member of its Executive Committee
                                           and a member of its Commitment
                                         Committee. From 1972 to 1990, Mr.
                                         Tawes was an analyst covering the
                                           food and diversified industries at
                                              Goldman Sachs & Co. and
                                         ppenheimer & Co. As food analyst,
                                           he was named to the Institutional
                                        Investor All America Research Team
                                         five times from 1979 through 1984.
                                        Mr. Tawes is a graduate of Princeton
                                           University and received his MBA
                                        from Darden School at the University
                                           of Virginia. He serves on various
                                             boards including the Board of
                                         Trustees and Finance Committee of
                                               the St. Andrews School in
Executive Committee: Jerome I. Feldman, John V. Moran, George J. Pedersen
Audit Committee: Sheldon L. Glashow, Roger L. Hagengruber, Joseph W. Lewis
Compensation Committee: O. Lee Tawes, III, George J. Pedersen
Nominating Committee: Sheldon L. Glashow, George J. Pedersen
                                                                     Hanger Orthopedic Group, Inc. 2
                                                                    Bethesda Metro Center, Suite 1200
                                                                        Bethesda, Maryland 20814
                                                                            www.hanger.com
                                                                             (301) 986-0701
            Number Number
Public or                         Names of                                                                                    Last
                of    of Female               Age/Term/Expiration   Business Background Information     Board Compensation
 Private                          Directors                                                                                  Updated
            Directors Directors
                                                           Mr. Sabel, CPO has been the Chairman
                                                               of the Board of Directors and Chief
                                                           Executive Officer since August 1995 and
                                                            was President from November 1987 to
                                                           January 2002. Mr. Sabel also served as
                                                                the Chief Operating Officer from
                                                           November 1987 until August 1995. Prior
                                                             to that time, Mr. Sabel had been Vice
                                                           President-Corporate Development from
                                                           September 1986 to November 1987. Mr.
                                                               Sabel was the founder, owner and
                                                                                                         The compensation structure for
                                                             President of Capital Orthopedics, Inc.
                                                                                                         non-employee directors includes
                                                             from 1968 until acquired in 1986. Mr.
                                                                                                         the following: The Lead Director
                                                               Sabel is a Certified Prosthetist and
                                                                                                         (Dr. Tom Cooper) also received
                                                            Orthotist, a former clinical instructor in
                                                                                                              an additional $7,500 cash
                 Ivan R. Sabel,   63/ Director since 1986/       orthopedics at the Georgetown                                                2008
Public   9   1                                                                                              retainer and 2,000 shares of
                      CPO              Expires 2009                University Medical School in                                               Proxy
                                                                                                            restricted stock. • An annual
                                                               Washington, DC, a member of the
                                                                                                         cash retainer of $30,000 paid in
                                                           Government Relations Committee of the
                                                                                                             four equal installments. As
                                                                American Orthotic and Prosthetic
                                                                                                             outlined above, this may be
                                                            Association, a former Chairman of the
                                                                                                         converted to restricted shares; if
                                                                National Commission for Heatlh
                                                                                                            selected, this is converted at
                                                           Certifying Agencies, a former member of
                                                                                                         110% of the cash retainer value.
                                                              the Strategic Planning Committee, a
                                                                                                             • An annual grant of 8,500
                                                             current member of the U.S. Veterans
                                                                                                              shares of restricted stock.
                                                              Administration Affairs Committee of
                                                                                                            These shares have a 3-year
                                                              AOPA and a former President of the
                                                                                                          vesting cycle (1/3 per year). • A
                                                               American Board for Certification in
                                                                                                           $1,500 honorarium for Board
                                                           Orthotics and Prosthetics. Mr. Sabel also
                                                                                                          meetings attended in person, a
                                                               serves on the Board of Drectors of
                                                                                                           $1,000 honorarium for Board
                                                             Beverly Enterprises, Inc., a company
                                                                                                                meetings attended via
                                                           engaged in the ownership and operation
                                                                                                           conference call and a $1,000
                                                            of nursing homes, and as a member of
                                                                                                          honorarium for any Committee
                                                                                                           meeting, whether attended in
                                                                                                          person or via conference call. •
                                                                                                           A $7,500 cash retainer for the
                                                                                                           chairpersons of the Audit and
                                                                                                         Compensation Committees and
                                                                                                           a $5,000 cash retainer for the
                                                                                                           chairpersons of the Corporate
                                                                                                          Governance & Nominating and
                                                                                                                Quality & Technology
                                                                                                          Committees, paid at the same
                                                                                       These shares have a 3-year
                                                                                     vesting cycle (1/3 per year). • A
                                                                                       $1,500 honorarium for Board
                                                                                     meetings attended in person, a
                                                                                       $1,000 honorarium for Board
                                                                                          meetings attended via
                                                                                       conference call and a $1,000
                                            Mr. Kirk has been the President and       honorarium for any Committee
                                         Chief Operating Officer of Hanger since       meeting, whether attended in
                                         January 2, 2002. From September 1998        person or via conference call. •
                                             to January 1, 2002, Mr. Kirk was a       A $7,500 cash retainer for the
                                            principal with AlixPartners, LLC, the     chairpersons of the Audit and
                                             management consluting company           Compensation Committees and
                                              retained by Hanger to facilitate its    a $5,000 cash retainer for the
                                         reengineering process. From May 1997         chairpersons of the Corporate
                                         to August 1998, Mr. Kirk served as Vice     Governance & Nominating and
                                          President, Planning, Development and             Quality & Technology
                                            Quality for FPL Group, a full service     Committees, paid at the same
                                         energy provider located in Florida. From     time as the first installment of
                                           April 1996 to April 1997, he served as      the annual cash retainer. • A
                                            Vice President and Chief FinanciaL          substantial target for stock
                                         officer for Quaker Chemical Corporation     ownership by each director, in a
               62/ Director since 2002/
Thomas F. Kirk                          in Pennsyvania. From Devember 1987 to        pre-determined timeframe, has
                    Expires 2009
                                           March 1996, he served as Senior Vice      been established. Each director
                                         President and Chief Financial Officer for   is expected to own $150,000 of
                                         Rhone-Poulenc, S.A. in Princeton, New       Hanger stock within three years
                                         Jersey and Paris, France. From 1977 to             or the end of 2010.
                                             1988, he was employed by St. Joe
                                               Mineral Corp., a division of Fluor
                                               Corporation. Prior to this he held
                                                positions in sales, commercial
                                            development, and engineering with
                                         Koppers Co., Inc. Mr. Kird holds a Ph.D.
                                          in strategic planning/marketing, and an
                                             M.B.A. degree in finance, from the
                                         University of Pittsburgh. He also holds a
                                                Bachelor of Scienec degree in
                                          mechanical engineering from Carnegie
                                         Mr. Charrette, M.D. is the co-founder and
                                          former Chairman of Health Resources
                                             Corporation. He also is a General
                                             Partner of Ascendant Healthcare
                                           International and serves as a director
                                           and the President of Latin Healthcare
                                            Investment Management Co., LLC.
 Edmond E.      73/ Director since 1996/
                                          Previously, he was the Executive Vice
Charrette, M.D.      Expires 2009
                                          President and Chief Medical Officer of
                                         Advantage-Health Corporation from June
                                         1994 to March 1996. From 1988 to 1994,
                                          Dr. Charrette served as the Corporate
                                             Medical Director and Senior Vice
                                               President of Medical Affairs of
                                              Advantage Health Corporation.

                                         Dr. Cooper has been the Chief Executive
                                           Officer of VeriCare Management, Inc.,
                                         which provides mental health services to
                                         patients in long-term care facilities, since
                                                1991 and serves as an Adjunct
                                            Professor at the Columbia University
                                           School of Business. From May 1989 to
                                         January 1997, Dr. Cooper served as the
 Thomas P.      64/ Director since 1991/
                                         President and Chief Executive Officer of
Cooper, M.D.         Expires 2009
                                            Mobilex U.S.A., a provider of mobile
                                           fiangnostic services to long-term care
                                          facilities. Dr. Cooper was the founder of
                                         Spectrum Emergency Care, a provider of
                                          emergency physicians to hospitals, and
                                         Correctional Medical Systems, a proficer
                                              of health services to correctional
                                                            facilities.
                                         Ms. Feldmann serves as a Business
                                       Development Officer at Palmer & Dodge
                                       LLP. Previously, from 1994 to 2002, she
                                         was a Partner at KPMG LLP, holding
                                         various leadership roles in the firm's
                                        Medical Technology and Health Care &
                                          Life Sciences industry groups. Ms.
                                       Feldmann also was National Partner-in-
   Cynthia L. 55/ Director since 2003/
                                          Charge of Cooper's & Lybrand Life
Feldmann, CPA      Expires 2009
                                         Sciences practice from 1989 to 1994,
                                        among other leadership positions she
                                       held during her 18 year career there. Ms.
                                           Feldmann was a founding board
                                       member of Mass Medic, where she also
                                       served as treasurer and as a member of
                                       the board's Executive Committee during
                                              her tenure in 1997 to 2001.

                                                 Mr. Green is a Senior Partner of
                                                  FriedbergMilstein, where he is
                                            responsible for structured investments,
                                            including mezzanine and growth equity
                                               transactions. Previously, he was a
                                              Partner-Group Head and Managing
                                            Director of J.P. Morgan Partners. Prior
                                            thereto, he was a Managing Director in
                 46/ Director since 2001/
 Eric A. Green                             the Merchant Banking Group at Paribas
                      Expires 2009
                                                  for eight years, where he was
                                          responsible for mezzanine, growth equity
                                           and structured investments. Previously,
                                            Mr. Green held corporate planning and
                                             other financial positions at GE Capital
                                          and GE Company. Mr. Green has served
                                                 on numerous public and private
                                                  company boards of directors.
                                            Mr. Thanhardt is the former President
                                              and Chief Executive Officer of J.E.
                                            Hanger, Inc. of Georgia. He served in
                                             that capacity from 1977 to 1996, on
                                          which date JEH was acquired by Hanger.
                                            Mr. Thranhardt, who commenced his
H.E. Thranhardt, 68/ Director since 1996/     employment with JEH in 1958, has
      CPO             Expires 2009             occupied leadership positions in
                                                numerous professional O & P
                                           associations, including Chairman of the
                                          Board of the Orthotics and Prosthetics in
                                            1979 and 1980 and President of The
                                            American Academy of Orthotics and
                                                Prosthetics in 1976 and 1977.
                                        Isaac Kaufman, CPA has served as the
                                              Senior Vice President and Chief
                                          Financial Officer of Advanced Medical
                                       Management Inc., a manager of medical
                                           practices and an outpatient surgical
                                          center, since September 1998. From
                                         February 1998 to September 1998, he
                                         served as the Chief Financial Officer of
                                       Bio Science Contract Production Corp., a
                                               contract manufacturer of bulk
                                            pharmaceuticals and biologics. Mr.
                                       Kaufman also served as Chief Financial
              68/ Director since 1996/ Officer of VSI Group, Inc. from October
Isaac Kaufman
                   Expires 2009           1996 to February 1998. Mr. Kaufman
                                        also serves as a director of TransWorld
                                          Entertainment Corporation, a leading
                                           specialty retailer of music and video
                                       products, and Kindred Healthcare, Inc., a
                                            healthcare services company that
                                             through its subsidiaries, operates
                                         hospitals, nursing centers, institutional
                                       pharmacies and a contract rehabilitation
                                           services business across the United
                                       States. Mr. Kaufman holds a Bachelor of
                                            Science degree in accounting and
                                        finance from the University of Maryland.
                                                   Bennett Rosenthal is a founding member
                                                        of Ares Management, LLC, which,
                                                      together with its affiliated managers,
                                                           manages the Ares Corporate
                                                        Opportunities Fund, L.P., a private
                                                        securities investment fund. Prior to
                                                       joining Ares Management, LLC, Mr.
                                                     Rosenthal was a Managing Director in
                                                    the Global Leveraged Finance Group of
                                                      Merrill Lynch and was responsible for
              Bennett      44/ Director since 2006/ originating, structuring and negotiating
             Rosenthal          Expires 2009           many leveraged loan and high yield
                                                      financings. Mr. Rosenthal was also a
                                                         senior member of Merrill Lynch‘s
                                                      Leveraged Transaction Commitment
                                                    Committee. Mr. Rosenthal is a member
                                                    of several Boards of Directors including
                                                     the Boards of Directors of Ares Capital
                                                       Corporation (Chairman), Ameriqual
                                                       Group LLC, Aspen Dental, Douglas
                                                      Dynamics, LLC and National Bedding
                                                                  Company LLC.


The Audit Committee consists of Isaac Kaufman (Chair), Eric A. Green, and Thomas P. Cooper, M.D.
The Compensation Committee presently consists of Eric A. Green (Chair), Thomas P. Cooper, M.D. and Edmond E. Charrette, M.D.
The Corporate Governance and Nominating Committee presently consists of Thomas P. Cooper, M.D. (Chair), Bennett Rosenthal, and Edmond E. Charrette, M.D.
                                                                   Human Genome Sciences, Inc.
                                                                     14200 Shady Grove Road
                                                                     Rockville, Maryland 20850
                                                                   www.hgsi.com (301) 309-8504
Public             Number                                                                                                                   Last
        Number of             Names of                                  Business Background
  or              of Female               Age/Term/Expiration                                               Board Compensation            Updated/
        Directors             Directors                                      Information
Private           Directors                                                                                                                Source

                                                                    From September 1998 to August
                                                                   2004, served as President of TAP
                                                                     Pharmaceutical Products, Inc.
                                                                   Employed by Abbott Laboratories
                                                                    from September 1985 to August
                                                                                                        In 2007, each director who was
                                                                     1998 in various positions in the
                                                                                                        not an employee was eligible to
                                                                   Pharmaceutical Products Division,
                                                                                                             receive a director‘s fee of
                                                                         Diagnostics Division and
                                                                                                           $25,000 per year and a fee
                                                                       HealthSystems Division. Mr.
                                                                                                        ranging from $750 to $2,000 for
                                                                    Watkins serves as a Member of
                                                                                                        participation in each meeting of
                              H. Thomas   55/ Director since 2004/ the Advisory Board for the School
Public      8         1                                                                                      the Board of Directors or     2008 Proxy
                               Watkins         Expires 2009         of Business Administration at the
                                                                                                            meeting of a committee of
                                                                   College of William & Mary. Serves
                                                                                                            theBoard of Directors. The
                                                                    as a Director of the Lake Forest
                                                                                                             Chairman of the Board is
                                                                   Hospital Foundation. Mr. Watkins
                                                                                                        entitled to an additional director
                                                                        holds a masters degree in
                                                                                                           fee at a rate of $25,000 per
                                                                    Business Administration from the
                                                                                                        year. The chairman of the Audit
                                                                     University of Chicago Graduate
                                                                                                           Committee is entitled to an
                                                                        School of Business and a
                                                                                                         additional annual fee at a rate
                                                                      bachelors degree in Business
                                                                                                         of $10,000, with each member
                                                                   Administration from the College of
                                                                                                          of the Audit Committee other
                                                                             William & Mary.
                                                                                                            than the chair receiving an
                                                                                                          additional fee of $5,000. The
                                                                                                           chairmen of the Nominating
                                                                                                          and Governance Committee
                                                                                                         and Compensation Committee
                                                                                                           are entitled to an additional
                                                                                                         director fee of $5,000 per year,
                                                                                                           with each member of these
                                                                                                            committees other than the
                                                                                                          chairs receiving an additional
                                                                                                          fee of $3,000. Directors who
                                                                                                          are also employees received
                                                                                                             no compensation for their
                                                                                                           services to us as directors.
                                                                              year. The chairman of the Audit
                                                                                 Committee is entitled to an
                                                                               additional annual fee at a rate
                                                                              of $10,000, with each member
                                                                               of the Audit Committee other
                                                                                 than the chair receiving an
                                         Dr. Gowen is the President and         additional fee of $5,000. The
                                       Chief Executive Officer of Trevena,      chairmen of the Nominating
                                             Inc., a privately-held drug        and Governance Committee
                                       discovery company. Prior to joining    and Compensation Committee
                                         Trevena, Dr. Gowen was Senior           are entitled to an additional
                                        Vice President of GSK‘s Center of     director fee of $5,000 per year,
                                           Excellence for External Drug          with each member of these
                                          Discovery. In that position, Dr.       committees other than the
                                         Gowen built and led a new R&D         chairs receiving an additional
                                        division with a mission to create a     fee of $3,000. Directors who
                                         drug discovery portfolio through       are also employees received
                                         business development alliances           no compensation for their
                                             with innovative healthcare          services to us as directors.
                                          companies. She joined GSK in        Each non-employee director is
                                        1992 to lead the Musculoskeletal      entitled to receive an automatic
Maxine Gowen, 50/ Director since 2008/     Diseases Division, where she         grant of options to purchase
    Ph.D.          Expires 2009            initiated and led a number of         25,000 shares of Common
                                                preclinical and clinical         Stock on the date that such
                                         development programs. Before          non-employee director is first
                                           GSK, Dr. Gowen was Senior          elected or appointed. Each non-
                                          Lecturer and Head, Bone Cell        employee director is entitled to
                                          Biology Group, Department of         receive an automatic grant of
                                             Bone and Joint Medicine,            options to purchase 16,000
                                       University of Bath, U.K. Dr. Gowen       shares of Common Stock on
                                        has been honored with a number         the day immediately following
                                       of research awards and prizes, has          the date of each annual
                                          authored more than 125 peer-            meeting of stockholders.
                                       reviewed publications, reviews and
                                            book chapters, and holds a
                                        number of patents. She received
                                         her Ph.D. from the University of
                                          Sheffield, U.K., an M.B.A. with
                                            academic honors from The
                                      Mr. Lawlor is a Managing Director
                                        with HealthCare Ventures LLC.
                                          Prior to joining Health Care
                                         Ventures in 2000, Mr. Lawlor
                                      served as Chief Operating Officer
                                       of LeukoSite from 1997 to 2000.
                                         Before joining LeukoSite, Mr.
                                       Lawlor served as Chief Financial
                                         Officer and Vice President of
                                      Corporate Development of Alpha-
                                           Beta Technology. He was
                                      previously Chief Financial Officer
                                         and Vice President, Business
                                         Development, of BioSurface
Augustine   51/ Director since 2004/
                                      Technology. Mr. Lawlor serves on
 Lawlor          Expires 2009
                                     the Board of Directors of a number
                                       of private companies, including:
                                             Dynogen Pharma, Inc.;
                                      GlobeImmune, Inc.; NuVios, Inc.;
                                       Replidyne, Inc.; Upstate Group,
                                           Inc.; U.S. Genomics, Inc.;
                                       VaxInnate, Corp.; and the Slater
                                     Center for Biomedical Technology.
                                       He received a B.A. degree from
                                      the University of New Hampshire,
                                      where he was elected to Phi Beta
                                        Kappa, and received a masters
                                      degree in management from Yale
                                                    University.
                                            Consultant to The Defense
                                           Advanced Research Project
                                        Agency on biological terrorism.
                                          Chairman of the Board of the
                                      Center for Strategic and Budgetary
                                        Assessments since June 2001.
                                      Nunn Prize Fellow at the Center for
                                      Strategic and International Analysis
                                      and Senior Fellow at the Center for
                                         Naval Analyses. Serves on the
                                        Boards of Directors of National
                                        Semiconductor Corporation and
                                         Saffron Hill Ventures, and as a
Richard J.   63/ Director since 2001/ member of the Board of Governors
 Danzig           Expires 2010            and the Board of Directors of
                                      Public Agenda and the Partnership
                                          for Public Service. Served as
                                      Secretary of the Navy from 1998 to
                                        2001 and as Under Secretary of
                                           the Navy from 1993 to 1997.
                                       Traveling Fellow of the Center for
                                      International Political Economy and
                                       an Adjunct Professor at Syracuse
                                         University‘s Maxwell School of
                                            Citizenship & Public Affairs
                                      between 1997 and 1998. A partner
                                          in the law firm of Latham and
                                            Watkins from 1981 to 1993.
                                              Chairman and partner of
                                             International Biomedicine
                                          Management Partners, Basel,
                                         Switzerland, from 1997 to 2001.
                                       Managing Partner of Bear Stearns
                                        Health Innoventures from 2001 to
                                         2004. Member of the Executive
                                        Committee of the Roche Group,
                                          Hoffman-La Roche, Inc., from
                                        1986 until his retirement in 1998.
                                             Dr. Drews also served as
                                       President, Global Research for the
                                       Roche Group from 1996 until 1998.
                                         He was President, International
                                       Research and Development at the
Jurgen Drews, 74/ Director since 1998/
                                       Roche Group from 1991 until 1996.
    M.D.           Expires 2010
                                        Before joining Roche in 1985, Dr.
                                        Drews was Head of International
                                          Pharmaceutical Research and
                                         Development of Sandoz, Ltd. in
                                          Basel, Switzerland. Dr. Drews
                                        serves as Chairman of the Board
                                           of Directors of Genaissance
                                          Pharmaceuticals Inc. and is a
                                        Director of MorphoSys GmbH as
                                       well as Genomics Pharmaceutical
                                       Company (GPC Biotech AG), both
                                         in Munich, Germany. Dr. Drews
                                          also serves on the Supervisory
                                          Board of Te Genero, a private
                                              equity firm in Germany.
                                         Partner of Care Capital LLC since
                                          2001. Founder and Chairman of
                                           Novartis BioVenture Fund from
                                         2000 to 2001; Head of Healthcare
                                               and CEO of Worldwide
                                          Pharmaceuticals at Novartis, AG
                                        from 1998 to 2000; Executive Vice-
                                           President, Pharmaceuticals at
                                         SmithKline Beecham from 1997 to
                                          1998; President, North American
A. N. ―Jerry‖
                56/ Director since 2002/ Pharmaceuticals at SmithKline
Karabelas,
                     Expires 2010        Beecham from 1993 to 1997; Vice
   Ph.D.
                                            President of U.S. Marketing,
                                        SmithKline Beecham, from 1990 to
                                          1993. Dr. Karabelas is a visiting
                                         Committee Member of MIT Health
                                          Studies & Technology, Chairman
                                         of SkyePharma PLC, Chairman of
                                            Nitromed, Inc., a Director of
                                         Renovo PLC, Chairman of Vanda
                                             Pharmaceuticals Inc., and
                                             Chairman of Inoteck, Inc.
                                     Mr. Ha-Ngoc is President and CEO
                                      of AVEO Pharmaceuticals, Inc., a
                                       privately held biopharmaceutical
                                     company focused on the discovery
                                      and development of novel cancer
                                      therapeutics. From 1999 to 2002,
                                      he was co-founder, President and
                                           CEO of deNovis, Inc., an
                                           enterprise-scale software
                                        development company for the
                                           automation of healthcare
                                        administrative functions. From
                                       1998 to 1999, Mr. Ha-Ngoc was
                                         Corporate Vice President of
                                      Strategic Development for Wyeth,
             56/ Director since 2005/ following Wyeth‘s acquisition of
Tuan Ha-Ngoc
                  Expires 2011        Genetics Institute, where Mr. Ha-
                                       Ngoc served as Executive Vice
                                       President with responsibility for
                                            Corporate Development,
                                     Commercial Operations, European
                                      and Japanese Operations.Prior to
                                      joining Genetics Institute in 1984,
                                           Mr. Ha-Ngoc held various
                                      marketing and business positions
                                         at Baxter Healthcare, Inc. He
                                        received his MBA degree from
                                      INSEAD and his Master‘s degree
                                     in pharmacy from the University of
                                     Paris, France. Mr. Ha-Ngoc serves
                                          on the Board of Directors of
                                      ArQule, Inc., and on the Boards of
                                          a number of academic and
                                                            Dr. Young has served as
                                                       President of Fox Chase Cancer
                                                             Center in Philadelphia,
                                                       Pennsylvania since 1988. From
                                                     1974 to 1988, he was employed at
                                                              the National Cancer
                                                     Institute as Chief, Medical Branch.
                                                         Dr. Young is Chairman of the
                                                     Board of Scientific Advisors of the
                                                     National Cancer Institute (NCI) and
                                                       formerly served on the National
                                                              Cancer Policy Board
                                                     at the Institute of Medicine. He is a
                                                        past President of the American
                                                          Society of Clinical Oncology
             Robert C.     68/ Director since 2005/     (ASCO), the American Cancer
            Young, M.D.          Expires 2011            Society and the International
                                                       Gynecologic Cancer Society. He
                                                             was awarded ASCO‘s
                                                       Distinguished Service Award for
                                                      Scientific Leadership in 2004 and
                                                     was co-recipient of the 2002 Bristol-
                                                            Myers Squibb Award for
                                                         Distinguished Achievement in
                                                     Cancer Research for his research
                                                      in ovarian cancer. He also serves
                                                      on the Board of Directors of West
                                                     Pharmaceutical Services, Inc., and
                                                            is past Chairman of the
                                                      Comprehensive Cancer Network.
                                                      Dr. Young serves as chairman of
                                                        the editorial board of Oncology
                                                        Times. Dr. Young received his
The Audit Committee, currently consists of Messrs. Lawlor, Ha-Ngoc and Danzig
The Compensation Committee currently consists of Drs. Link (Chair) and Karabelas and Mr. Lawlor.
The Nominating and Corporate Governance Committee, currently consists of Mr. Ha-Ngoc and Drs. Drews and Young
                                                                              HealthExtras, Inc. 800 King
                                                                              Fram Boulevard Rockville,
                                                                                   Maryland 20850
                                                                            www.healthextra.com (800) 323-
                                                                                         6640
            Number Number
Public or                          Names of                                       Business Background                                                    Last
                of    of Female                    Age/Term/Expiration                                                 Board Compensation
 Private                           Directors                                           Information                                                      Updated
            Directors Directors

                                                                               Chief Executive Officer who
                                                                            initially joined a predecessor of
                                                                              HealthEtras in 1997 as Chief
                                                                            Financial Officer. From 1995 to
                                                                            1997, Mr. Blair was the Finance
                                                                               Manager of United Payors &
                                                                            United Providers Inc. At United
                                                                            Payors & United Providers, Mr.
                                                   38/ Director since 1999/ Blair focused on its initial public                                          2008
 Public        9         0        David T. Blair
                                                        Expires 2011          offering and several strategic                                             Proxy
                                                                           acquisitions. In 1994, Mr. Blair co-
                                                                             founded the Continued Health         Qualifying Directors, other than
                                                                              Care Benefit Program, which         the Chairman of the Board, are
                                                                           administers health care benefits to         paid, in equal, quarterly
                                                                              individuals leaving the United    installments, an annual retainer of
                                                                            States Armed Forces. In 1995,         $48,000 and an annual retainer
                                                                             this program was merged into        fee for each Board committee on
                                                                           United Payors & United Providers. which they serve. No additional
                                                                                                                 fees are paid to directors for their
                                                                                                                      attendance at Board and
                                                                                                                      committee meetings. The
                                                                                                                  Chairman of the Board is paid a
                                                                                                                 total annual retainer of $160,000,
                                                                                                                     payable in equal, quarterly
                                                                                                                   installments, for his service as
                                                                                                                Chairman and on any committees.
                                                                                                                  Audit Committee Chair $14,000,
                                                                                                                   Member 8,000. Compensation
                                                                                                                Committee Chair 10,000, Member
                                                                                                                    6,000. Ethics, Governance &
                                                                                                                  Nominating Committee Member
                                                                                                                    5,000, Executive Committee
                                                                                                                           Member 10,000.
                                                                                 the Chairman of the Board, are
                                                                                      paid, in equal, quarterly
                                                                               installments, an annual retainer of
                                                                                 $48,000 and an annual retainer
                                                                                fee for each Board committee on
                                                                                 which they serve. No additional
                                                                                fees are paid to directors for their
                                                                                     attendance at Board and
                                              Mr. Brock is Chairman of the
                                                                                     committee meetings. The
                                                Intellectual Development
                                                                                 Chairman of the Board is paid a
                                           Systems, Inc., a firm he founded
                                                                                total annual retainer of $160,000,
                                          in 1996. He has served as Senior
                                                                                    payable in equal, quarterly
                                          Counsel and trustee of the Center
                                                                                  installments, for his service as
                                             for Strategic and International
                                                                               Chairman and on any committees.
                                          Studies in Washington, DC since
                                                                                 Audit Committee Chair $14,000,
                                             1994. From 1988 to 1994, Mr.
                                                                                  Member 8,000. Compensation
                                          Brock served as Chairman of the
                                                                               Committee Chair 10,000, Member
                                            Brock Group, a consulting firm.
                                                                                   6,000. Ethics, Governance &
                                          From 1988 to 1991, he served as
                                                                                 Nominating Committee Member
                 77/ Director since 2000/     the Chairman of the National
William E. Brock                                                                   5,000, Executive Committee
                      Expires 2010        Endowment for Democracy. From
                                                                                          Member 10,000.
                                            1985 to 1987, he served as the
                                          United States Secretary of Labor,
                                            and from 1981 to 1985, he was
                                                   United States Trade
                                            Representative. Mr. Brock has
                                            also served for eight years as a
                                              member of the United States
                                          House of Representatives and for
                                           six years as a member of the US
                                          Senate. Mr. Brock is a director of
                                                  On Assignment, Inc.
                                         Mr. Civera is Chairman of the
                                       Board and a business executive
                                      with over 30 years of experience
                                         in operations, accounting and
                                          finance from both the public
                                            accounting and corporate
                                       perspective. He is currently the
                                         Managing General Partner at
                                      Civera Investment Partnership, a
                                        private investment partnership
                                      that consults on financial, as well
                                            as merger and acquisition
                                       strategies. From 1997 to 2001,
Edward S.   56/ Director since 2000/
                                            Mr. Civera was the Chief
 Civera          Expires 2010
                                       Operating Officer and Co-Chief
                                     Executive Officer of United Payors
                                          & United Providers, Inc., and
                                       worked with Thomas L. Blair in
                                         the founding of HealthExtras.
                                          Prior to his position at United
                                       Payors & United Providers, Mr.
                                           Civera spent 25 years with
                                       Coopers & Lybrand, the last 15
                                          years as both a partner and
                                         managing partner focused on
                                        financial advisory and auditing
                                                     services.
                                         Mr. Thomas Blair is the Chairman
                                             of the Board and founder of
                                                 HealthExtras and its
                                          predecessors. He is currently the
                                               Chairman of the Board of
                                           Directors of both FedMed, Inc.
                                          and United Medical Bank, F.S.B.
                                         Mr. Blair served as Chairman and
                                           Chief Executive Officer of Co-
                                          Chief Executive Officer of United
                                           Payors & United Providers, Inc.
                                              from January 1995 until its
                                         acquisition by BCE Emergis Inc. in
                63/ Director since 1999/
Thomas L. Blair                            March 2000. Mr. Blair founded
                     Expires 2010
                                            America's Health Plan, Inc. in
                                          1989 and served as its President
                                          and Chief Executive Officer from
                                         1989 to 1992. From 1992 to 1995,
                                           Mr. Blair was President of Initial
                                         Managers & Investors, Inc., which
                                             business was contributed to
                                         United Payors & United Providers.
                                           From 1977 until 1988, Mr. Blair
                                            was a principal of Jurgovan &
                                          Blair, Inc., which developed and
                                            managed health maintenance
                                                     organizations.
                                      Mr. Epstein is a founding member
                                       of the law firm of Epstein Becker
                                      & Green, P.C., one of the first law
                                       firms to specialize in health care
                                     law when established in 1973, and
                                         which has since grown to over
                                        350 attorneys with 11 domestic
                                          offices. Mr. Epstein currently
                                     serves as the senior partner in the
                                      firm's Washington, DC office and
                                     is a member of the firm's Board of
                                             Directors and Executive
Steven B.   64/ Director since 2003/
                                          Committee. In 1972, prior to
 Epstein         Expires 2009
                                     founding Epstein Becker & Green,
                                     Mr. Epstein was a legal consultant
                                      to the U.S. Department of Health,
                                           Education and Welfare. He
                                      currently serves on the boards of
                                       directors and boards of advisors
                                          of numerous health care and
                                        venture capital companies and
                                         educational institutions, one of
                                     which is Discovery Holdings Ltd, a
                                            publicly held company in
                                           Johnnesburg, South Africa.
                                        Mr. Houston has seved as a
                                        Senior Vice President of the
                                        Principal Financial Grou, Inc.
                                     since 2000. Mr. Houston has held
                                          several positions with the
                                       company since 1984, including
                                     being named Regional Director of
                                     Group and Pension Sales in 1990,
                                     Regional Vice President in 1993,
                                     and Vice President in 1997. He is
Daniel L.   46/ Director since 2005/    on the board of directors for
Houston          Expires 2011         several entities that are affiliates
                                        of Principal Financial Group,
                                         including Executive Benefit
                                        Services, Principal Financial
                                           Advisors, Principal Trust
                                      Company Limited and Principal
                                      Bank, as well as a member and
                                          Chairman of the Board of
                                        Professional Pensions, Inc.,
                                     Trustar Retirement Services and
                                               BCI Group, Inc.
                                            Mr. Wolf was elected Chief
                                        Executive Officer and to the Board
                                          of Directors of Coventry Health
                                        Care, Inc. effective January 2005.
                                             Prior to that, he served as
                                          Executive Vice President, Chief
                                        Financial Officer and Treasurer of
                                         Ventry from 1996 through 2004.
                                        From 1995 to 1996, Mr. Wolf was
                                            Executive Vice President of
                                           SpectraScan Health Services,
               54/ Director since 2003/
Dale B. Wolf                                Inc., a women's health care
                    Expires 2009
                                          services company. In 1995, Mr.
                                            Wolf served as Senior Vice
                                               President of Business
                                        Development for the M etraHealth
                                           Companies, Inc., a managed
                                          health care company, and from
                                             1988 to 1994, he was Vice
                                         President, Special Operations, of
                                        the Managed Care and Employee
                                             Benefits Operations of the
                                        Travelers, an insurance company.
                                      Michael R. McDonnell has served
                                      as Executive Vice President and
                                        Chief Financial Officer of MCG
                                         Capital Corporation (Nasdaq:
                                         MCGC), a financial services
                                      company providing financing and
                                       advisory services to a variety of
Michael R.   44/ Director since 2005/
                                      middle market companies. From
McDonnell         Expires 2009
                                         2000 to 2004, Mr. McDonnell
                                      served as Chief Financial Officer
                                        of EchoStar Communications
                                      Corporation (Nasdaq: DISH), and
                                       from 1986 to 2000, he was with
                                        PricewaterhouseCoopers LLP,
                                         where he was admitted as a
                                               partner in 1996.
                                                     Kenneth A. Samet has served as
                                                      the President & Chief Operating
                                                       Officer of MedStar Health, Inc.,
                                                     the largest integrated health care
                                                    delivery system in the Mid-Atlantic
                                                     region since 2000. From 1990 to
                                                           2000 Mr. Samet was the
                                                     President of Washington Hospital
                                                     Center, and from the mid-1980‘s
                                                         to 1990 he held a variety of
                                                       executive leadership positions
                                                       with the Medlantic Healthcare
                                                      Group, which merged with Helix
                                                     Health in 1998 to create MedStar
                                                      Health, Inc. In 1996, Mr. Samet
                                                       was named the national Young
             Kenneth A.     50/ Director since 2006/ Healthcare Administrator of the
               Samet             Expires 2011        Year by the American College of
                                                            Healthcare Executives.
                                                     Previously, Mr. Samet served as
                                                       the Treasurer of the Maryland
                                                      Hospital Association‘s Executive
                                                      Committee, as a member of the
                                                     boards of the National Committee
                                                        for Quality Health Care, the
                                                      Capital Community Health Plan
                                                       and the University of Maryland
                                                       School of Nursing, and chaired
                                                          the board of the District of
                                                       Columbia Hospital Association.
                                                    Mr. Samet currently serves on the
                                                    board of directors of the American
                                                      Hospital Association and as the

On April 6, 2006, the Board of Directors established the Ethics, Governance & Nominating Committee (the ―Ethics & Nominating
Committee‖, or for purposes of this section, the ―Committee‖), consolidating the functions of the Nominating Committee with those of
the Ethics & Compliance Committee, which was established by the Board on October 27, 2005. Current members of the Committee are
Daniel J. Houston, Chairman, Steven B. Epstein and Dale B. Wolf,
The current members of the Executive Committee are Edward S. Civera, Chairman, Thomas L. Blair and William E. Brock.
                                                                           Steven E. Brock, Kenneth A. Samet and Dale R. McDonnell and
Current members of the Audit Committee are Michael R. McDonnell, Chairman, William B. Epstein, Daniel J. Houston, Michael B. Wolf.
                       Compensation Committee are Dale B. Wolf,
Kenneth A. Samet.
                                                                                 Host Hotels & Resorts, Inc        6903
                                                                                       Rockledge Drive, Suite 1500
                                                                                     Bethesda, Maryland 20817-1109
                                                                                          www.hosthotels.com
                                                                                              (240) 744-1000
            Number Number                                                                                                                                          Last
Public or                            Names of
                of    of Female                       Age/Term/Expiration                 Background Information                   Board Compensation            Updated/
 Private                             Directors
            Directors Directors                                                                                                                                   Source

                                                                                 Mr. Baylis is the retired Vice Chairman of CS
                                                                                 First Boston. Prior to his retirement, he was
                                                                                 Chairman and Chief Executive Officer of CS
                                                                                 First Boston Pacific, Inc. Mr. Baylis is also a
                                                                                     Director of New York Life Insurance
                                                                                  Company, Covance, Inc., PartnerRe Ltd.,
                                                      69/ Director since 1996/
 Public        7         2        Richard M. Baylis                                 and is Chairman of the Board of Gildan                                        2008 Proxy
                                                           Expires 2009                                                           Cash: • retainer of $65,000 per
                                                                                  Activewear, Inc. He is an overseer of the
                                                                                                                                 year (payable monthly); • $1,500
                                                                                  University of Pennsylvania Museum and a
                                                                                                                                       for each Board meeting
                                                                                 Trustee of the Rubin Museum of Art in New
                                                                                                                                    attended; • $1,500 for each
                                                                                 York City. Mr. Baylis is also a member of the
                                                                                                                                  committee meeting attended; •
                                                                                      Advisory Council of the Economics
                                                                                                                                       $10,000 per year to the
                                                                                     Department of Princeton University.
                                                                                                                                        committee chair of the
                                                                                                                                 Compensation Policy Committee
                                                                                                                                     the committee chair of the
                                                                                                                                     Nominating and Corporate
                                                                                                                                     Governance Committee; •
                                                                                                                                       $15,000 per year to the
                                                                                                                                    committee chair of the Audit
                                                                                                                                 Committee; and • reimbursement
                                                                                                                                   of customary and usual travel
                                                                                                                                           expenses. Stock
                                                                                                                                  Compensation—Annual Stock
                                                                                                                                                Award
                                                                                           year (payable monthly); • $1,500
                                                                                                 for each Board meeting
                                                                                              attended; • $1,500 for each
                                                                                            committee meeting attended; •
                                                                                                 $10,000 per year to the
                                                                                                  committee chair of the
                                                 Ms. Korologos is Chair of the RAND        Compensation Policy Committee
                                                  Corporation Board of Trustees, an            the committee chair of the
                                                  international public policy research         Nominating and Corporate
                                                 organization. From October 1996 to            Governance Committee; •
                                                December 2005 she served as Senior               $15,000 per year to the
                                            Advisor to Benedetto, Gartland & Company,         committee chair of the Audit
                                              Inc., a private investment banking firm in   Committee; and • reimbursement
                                            New York. She formerly served as President       of customary and usual travel
  Terence C.     63/ Director since 1995/    of the Federal City Council from 1990 until             expenses. Stock
   Golden             Expires 2009          1995 and as Chairman of the Aspen Institute     Compensation—Annual Stock
                                            from 1996 until August 2000. Ms. Korologos                    Award
                                                  has served in several United States
                                                 Administrations in such positions as
                                             Secretary of Labor and Under Secretary of
                                               the Department of the Interior. She also
                                              serves as a Director of AMR Corporation
                                                (and its subsidiary, American Airlines),
                                              Fannie Mae, Kellogg Company, Microsoft
                                                 Ms. Korologos is Chair of the RAND
                                                  Corporation Board of Trustees, an
                                                  international public policy research
                                                 organization. From October 1996 to
                                                December 2005 she served as Senior
                                            Advisor to Benedetto, Gartland & Company,
                                              Inc., a private investment banking firm in
                                            New York. She formerly served as President
Ann McLaughlin   66/ Director since 1993/    of the Federal City Council from 1990 until
  Korologos                2009             1995 and as Chairman of the Aspen Institute
                                            from 1996 until August 2000. Ms. Korologos
                                                  has served in several United States
                                                 Administrations in such positions as
                                             Secretary of Labor and Under Secretary of
                                               the Department of the Interior. She also
                                              serves as a Director of AMR Corporation
                                                (and its subsidiary, American Airlines),
                                              Fannie Mae, Kellogg Company, Microsoft
                                                  Mr. Richard E. Marriott is our Chairman of
                                                     the Board. He is also a Director of the
                                                 Polynesian Cultural Center, Chairman of the
                                                  Board of First Media Corporation and the J.
                                                      Willard Marriott and Alice S. Marriott
                                                  Foundation and a director of the Richard E.
                                                  Marriott and Nancy P. Marriott Foundation.
                      69/ Director since 1979/    Mr. Marriott also serves on the Federal City
Richard E. Marriott
                           Expires 2009               Council, the Board of Associates for
                                                     Gallaudet University and the National
                                                      Advisory Council of Brigham Young
                                                    University. He is a past President of the
                                                 National Restaurant Association. In addition,
                                                 Mr. Marriott is the President and a Trustee of
                                                    the Marriott Foundation for People with
                                                                   Disabilities.
                                                  Ms. McHale has been President and Chief
                                                         Executive Officer of Discovery
                                                  Communications, Inc., the parent company
                                                    of cable television‘s Discovery Channel,
                                                  since June 2004. She previously served as
                                                   President and Chief Operating Officer of
                                                  Discovery Communications from 1995 until
                      61/ Director since 2002/
Judith A. McHale                                   June 2004 and served as Executive Vice
                           Expires 2009
                                                 President and General Counsel from 1989 to
                                                 1995. Ms. McHale is a Director of Polo Ralph
                                                 Lauren Corporation. Ms. McHale also serves
                                                      on the boards of the Sister-to-Sister
                                                    Everyone has a Heart Foundation, Vital
                                                   Voices Global Partnership and the Africa
                                                                     Society.
                                                Mr. Morse has served since November 1989
                                                    as Vice President, Finance and Chief
                                                  Financial Officer of The Washington Post
                                                 Company. He also serves as President of
                                                Washington Post Telecommunications, Inc.
                     61/ Director since 2003/   and Washington Post Productions, Inc., both
John B. Morse, Jr.
                          Expires 2009              subsidiaries of The Washington Post
                                                 Company. Prior to joining The Washington
                                                 Post Company, Mr. Morse was a partner at
                                                PricewaterhouseCoopers. He also serves as
                                                  Trustee of the College Foundation of the
                                                            University of Virginia.

                                                     Mr. Walter is our President and Chief
                                                 Executive Officer. He joined our company in
                                                       1996 as Senior Vice President for
                                                  Acquisitions, and was elected Treasurer in
                                                   1998, Executive Vice President in 2000,
                                                    Chief Operating Officer in 2001, Chief
                                                 Financial Officer in 2003 and President and
                                                   Chief Executive Officer in October 2007.
                     52/ Director since 2007/   Prior to joining our company, Mr. Walter was
W. Edward Walter
                          Expires 2009            a partner with Trammell Crow Residential
                                                Company and the President of Bailey Capital
                                                 Corporation. He is on the Board of Directors
                                                 of Friendship Public Charter School, District
                                                   of Columbia, and is the Immediate Past
                                                 Chairman of National Kidney Foundation of
                                                the National Capital Area, Inc., where he has
                                                 served on the Board of Directors since July
                                                                     2003.

Audit Committee Members: John B. Morse, Jr. (Chair), Terence C. Golden and Judith A. McHale.
Compensation Policy Committee Members: Ann McLaughlin Korologos (Chair), Robert M. Baylis and Judith McHale.
Nominating and Corporate Governance Committee Members: Robert M. Baylis (Chair), Ann McLaughlin Korologos and John B.
Morse, Jr.
                                                                       Hughes Communications, Inc.
                                                                         11717 Exploration Lane
                                                                         Germantown, MD 20876
                                                                       www.hughes.com           301-
                                                                                428-5500
            Number Number
Public or                         Names of                                  Business Background                                                Last
                of    of Female                Age/Term/Expiration                                              Board Compensation
 Private                          Directors                                      Information                                                  Updated
            Directors Directors
                                                                         Mr. Kaul has been a director as
                                                                        well as our Chief Executive Officer
                                                                         and President since February 3,
                                                                         2006, and has been HNS‘ Chief
                                                                         Executive Officer and President
                                                                             since 2000. Mr. Kaul was
                                                                           appointed to HNS‘ Board of
                                                                         Managers on April 22, 2005, and
                                  Pradman P.   61/ Director since 2006/       serves as its Chairman.
 Public        8         0                                                                                                                     2008 Proxy
                                     Kaul           Expires 2009          Previously, Mr. Kaul served as        Each of our non-employee
                                                                          President and Chief Operating        directors receives an annual
                                                                        Officer, Executive Vice President, retainer of $20,000 for service on
                                                                          and Director of Engineering of    our Board of Directors, along with
                                                                        HNS. Before joining HNS in 1973, expenses incurred in connection
                                                                          Mr. Kaul worked at COMSAT            with attending each meeting.
                                                                            Laboratories in Clarksburg,      Three members of our Board of
                                                                          Maryland. Mr. Kaul received a      Directors, Messrs. Africk, Leddy
                                                                          Bachelor of Science degree in       and Stone, serve on the HNS
                                                                                                            Board of Managers but receive no
                                                                                                             compensation for doing so. Mr.
                                                                                                               Kaul serves on the Board of
                                                                                                            Directors of the Company and the
                                                                                                             Board of Managers of HNS and
                                                                                                              receives no compensation for
                                                                                                            doing so. The following table sets
                                                                                                                  forth a summary of the
                                                                                                            compensation we paid to our non-
                                                                                                             employee directors for the year
                                                                                                               ended December 31, 2007.
                                                                            retainer of $20,000 for service on
                                                                            our Board of Directors, along with
                                                                             expenses incurred in connection
                                                                                with attending each meeting.
                                                                             Three members of our Board of
                                                                             Directors, Messrs. Africk, Leddy
                                                                               and Stone, serve on the HNS
                                        Mr. Africk is a senior partner of Board of Managers but receive no
                                          Apollo Advisors, L.P., which,       compensation for doing so. Mr.
                                      together with its affiliates, acts as     Kaul serves on the Board of
                                       managing general partner of the Directors of the Company and the
                                     Apollo Investment Funds, a series Board of Managers of HNS and
                                        of private securities investment       receives no compensation for
                                     funds, where he has worked since doing so. The following table sets
                                        1992. Mr. Africk serves on the             forth a summary of the
                                         boards of directors of Hughes      compensation we paid to our non-
Andrew D.   41/ Director since 2005/       Telematics, Inc., SkyTerra         employee directors for the year
  Africk         Expires 2009                Communications, Inc.,              ended December 31, 2007.
                                        SOURCECORP, Incorporated,
                                      and Mobile Satellite Ventures LP.
                                         Mr. Africk also serves as the
                                       chairman of our Nominating and
                                             Corporate Governance
                                               Committee and our
                                        Compensation Committee and
                                            serves on HNS‘ Board of
                                                   Managers.
                                      Mr. Clark is a private investor who
                                      has more than 30 years of general
                                        management experience in the
                                       communications, technology and
                                        manufacturing sectors. In 1997,
                                             he founded SpectraSite
                                       Communications, Inc., a wireless
                                        communications tower operator
Stephen H.   63/ Director since 2006/
                                      based in Cary, North Carolina with
   Clark          Expires 2009
                                         a nationwide portfolio of 8,000
                                           towers. He served as Chief
                                       Executive Officer, President, and
                                      Chairman of the board of directors
                                        of SpectraSite Communications
                                          until August, 2005 when the
                                        company was sold to American
                                               Tower Corporation.
                                          Mr. Leddy was our President from
                                           our formation in June 2005 until
                                            February 2006 and our Chief
                                          Executive Officer from November
                                            2005 until February 2006. Mr.
                                            Leddy currently serves on the
                                          board of directors and is the Chief
                                             Executive Officer of Hughes
                                            Telematics, Inc. He previously
                                            served as the Chief Executive
                                          Officer and President of SkyTerra
                                           Communications, Inc. from April
                                           2003 to December 2006, having
                 52/ Director since 2005/ served as its President and Chief
Jeffrey A. Leddy
                      Expires 2009         Operating Officer since October
                                               2002 and its Senior Vice
                                            President of Operations since
                                            June 2002. From September
                                            1980 to December 2001, Mr.
                                                Leddy worked for EMS
                                          Technologies, most recently as a
                                          Vice President. Mr. Leddy serves
                                             on the boards of directors of
                                           SkyTerra Communications, Inc.,
                                          Mobile Satellite Ventures, LP, and
                                          Hughes Systique Corporation. Mr.
                                           Leddy serves on HNS‘ Board of
                                                      Managers.
                                          Mr. Stone is a senior partner of
                                            Apollo Advisors, L.P., which,
                                         together with its affiliates, acts as
                                          managing general partner of the
                                        Apollo Investment Funds, a series
                                          of private securities investment
                                        funds, where he has worked since
               35/ Director since 2005/
Aaron J. Stone                            1997. Mr. Stone also serves on
                    Expires 2009
                                           the board of directors of AMC
                                          Entertainment Inc., Connections
                                          Academy, LLC, Mobile Satellite
                                            Ventures, LP and SkyTerra
                                          Communications, Inc. Mr. Stone
                                           also serves on HNS‘ Board of
                                                     Managers.


                                        Mr. Weiner has been Chief Legal
                                          Officer and General Counsel of
                                           Ares Management LLC since
                                        September 2006. Previously, Mr.
                                        Weiner was employed with Apollo
                                          Advisors, L.P. and Apollo Real
                                          Estate Advisors and served as
                                           general counsel of the Apollo
               55/ Director since 2005/ organization from 1992 to August
Michael Weiner
                    Expires 2009         2006. Prior to joining Apollo, Mr.
                                         Weiner was a partner in the law
                                        firm of Morgan, Lewis & Bockius
                                           specializing in securities law,
                                        public and private financings, and
                                            corporate and commercial
                                         transactions. Mr. Weiner serves
                                            on the board of directors of
                                         SkyTerra Communications, Inc.
                                    He is a private investor who has
                                     more than 25 years of general
                                    management experience in the
                                        telecommunications and
                                   technology sectors. Mr. Gabbard
                                      is a member of the board of
                                   directors of COLT Telecom, SA,
                                     Luxembourg, a pan-European
O. Gene   67/ Director since 2006/          provider of business
Gabbard        Expires 2009         communications services. He is
                                     also a member of the board of
                                     directors of Knology, Inc. and
                                     Trillion Partners. From August
                                       1990 to January 1993, Mr.
                                      Gabbard was Executive Vice
                                     President and Chief Financial
                                    Officer of MCI Communications
                                                Corporation.
                                                   He is a private investor/consultant
                                                    and also serves on the Board of
                                                         Governors of Sound Shore
                                                       Medical Center where he was
                                                    Chairman from 2002 to 2006. He
                                                        also serves on the boards of
                                                       directors of UST Inc. (NYSE:
                                                           UST), a packaged goods
                                                   Company, and Innkeepers USA, a
                                                       privately held hotel real estate
                                                      investment trust. Mr. Ruisi has
                                                   over 20 years of experience in the
                                                   entertainment industry in which he
                          59/ Director since 2006/     held various senior executive
           Lawrence Ruisi
                               Expires 2009         positions. He was President and
                                                    Chief Executive Officer of Loews
                                                   Cineplex Entertainment from 1998
                                                   to 2002, Executive Vice President
                                                     of Sony Pictures Entertainment
                                                     from 1991 to 1998, Senior Vice
                                                     President of Columbia Pictures
                                                   Entertainment from 1987 to 1990
                                                          and Senior Vice President
                                                    Finance and Vice President and
                                                       Controller of Tri-Star Pictures
                                                        from 1983 to 1987. Mr. Ruisi
                                                          started his career in public
                                                    accounting and worked for Price
                                                    Waterhouse & Co. from 1970 to
                                                                     1983.

The members of our Audit Committee are Messrs. Ruisi, Gabbard and Clark. Mr. Ruisi serves as chair.
The members of our Compensation Committee are Messrs. Africk, Stone and Clark. Mr. Africk serves as the chair.
The members of the Nominating and Corporate Governance Committee are Messrs. Africk, Stone and Clark. Mr. Africk serves as the chair.
                                                                       INTEGRAL SYSTEMS, INC.
                                                                     5000 Philadelphia Way Lanham,
                                                                          Maryland 20706-4417
                                                                    www.integ.com               (301)
                                                                                731-4233

            Number Number
Public or                         Names of                                                                                    Last
                of    of Female               Age/Term/Expiration   Business Background Information     Board Compensation
 Private                          Directors                                                                                  Updated
            Directors Directors
                                                               Mr. Albertine has been a Director of 12
                                                              publicly traded companies in his career.
                                                               From 1969 through 1977, Mr. Albertine        Directors who are employees
                                                                 served as the Associate Professor of      of the Company do not receive
                                                                    Economics at Mary Washington              any compensation for their
                                                                College. From 1977 through 1979, he        service as directors. Effective
                                                                   served as Legislative Assistant to      October 1, 2006, the Company
                                                               Senator Lloyd M. Bensten. From 1979          paid each director, other than
                                                                    to 1980, he served as Executive           the Chairman of the Board,
                                                                  Director to the Congressional Joint         who is not an employee an
                                                                  Economic Committee. From 1981            aggregate of $24,000 per year
                                                              through 1986, he served as President of      for their services. On October
                                                                 the American Business Conference.          1, 2006, the Chairman of the
                                                               From 1986 through 1990, he served as         Board was entitled to receive
                                     63/ Director since 2006/
Public   6   0   John M. Albertine                             Vice Chairman of the Fruit of the Loom          $12,000 per month for his   2008 Proxy
                                          Expires 2009
                                                                    Company. In 1990, Dr. Albertine            services to the Company.
                                                                founded Albertine Enterprises, Inc., a         Effective as of February 7,
                                                               merchant banking and consulting firm.           2007, the Chairman of the
                                                                 Dr. Albertine has been the Chairman        Board‘s annual cash retainer
                                                                 and CEO of Albertine Enterprises for      was decreased to $48,000. In
                                                               the last 16 years and continues in that         addition to an annual cash
                                                               position today. Currently, Mr. Albertine          retainer, non-employee
                                                                is the Director of Kandant Co., NYSE,        directors receive $6,000 per
                                                                      Vice Chairman of the Virginia        year for each committee upon
                                                               Retirement Systems and a member of               which they serve, up to a
                                                                    the Virginia Governor‘s Board of       maximum of two committees.
                                                               Economic Advisers. Mr. Albertine holds        Effective April 10, 2007, the
                                                                     a PH.D in Economics from the                Chairman of the Board
                                                                          University of Virginia.           receives $12,000 per year for
                                                                                                             his services on a committee,
                                                                                                                up to a maximum of two
                                                                                                          committees. In fiscal 2007, at a
                                                                                                                meeting of the Board of
                                                                                                           Directors of the Company held
                                                                                                               on December 6, 2006, the
                                                                                                            Board also elected to make a
                                                                                                                one-time payment in the
                                                                                                           amount of $15,000 to each of
                                                                                                            Messrs. Leimkuhler and Laiti
                                                                                                          for additional services rendered
                                                                                                            as Board members. All board
                                                                                                              and committee retainer fee
                                                                                              which they serve, up to a
                                                                                           maximum of two committees.
                                                                                            Effective April 10, 2007, the
                                                                                               Chairman of the Board
                                                                                           receives $12,000 per year for
                                                                                            his services on a committee,
                                                                                              up to a maximum of two
                                                                                         committees. In fiscal 2007, at a
                                           Mr. Baldwin spent 10 years in the U.S.              meeting of the Board of
                                                 military at both the U.S. Army‘s         Directors of the Company held
                                              Redstone Arsenal, Alabama missile              on December 6, 2006, the
                                             development center, and the U.S. Air          Board also elected to make a
                                                Force Space and Missile System                one-time payment in the
                                           Division in Los Angeles, California. He         amount of $15,000 to each of
                                           played a vital role in the early research       Messrs. Leimkuhler and Laiti
                                               and development of Laser guided           for additional services rendered
                                          missiles and smart bomb technology for           as Board members. All board
                                           both the Army and subsequently the Air            and committee retainer fee
                                           Force. He also managed a subsystems             amounts are currently paid in
                  71/ Director since 2006/ program office while in the Air Force            equal quarterly installments.
Alan W. Baldwin
                       Expires 2009         that provided boost-phase guidance &                Directors who are not
                                             control and telemetry equipment and         employees of the Company are
                                             services for all Atlas and Titan space            also granted options to
                                             launches at Cape Kennedy in Florida              purchase a discretionary
                                               and Vandenberg Air Force Base in                number of shares of the
                                           California. After leaving the military, Mr.      Company‘s Common Stock
                                               Baldwin spent 10 years with TRW               pursuant to the 2002 Stock
                                           Electronics in Los Angeles managing a           Option Plan as determined by
                                               manufacturing plant specializing in        the Compensation Committee.
                                           producing highreliability semiconductor
                                                 products for the guidance and
                                                             navigation
                                            After graduating from Drexel University,
                                            Mr. Casner joined the staff of the Johns
                                              Hopkins Applied Physics Laboratory
                                              (APL) and advanced to the status of
                                            Principal Staff. In 1979, Mr. Casner co-
                                                 founded the business, American
                                            Computer and Electronics were he grew
                                              the military segment of the company
                                             and led the effort to develop a Console
                                            Emulation Capability which was used by
                                               the US Navy for combat training. In
                                                 1984, Mr. Casner joined Norden
                                                Systems, Inc. as Vice President in
                                               Charge of Maryland Operations and
                                              advanced to Senior Vice President of
                   70/ Director since 2006/ Engineering for all Norden Systems. In
Paul G. Casner Jr.
                        Expires 2009        1989, Mr. Casner became the President
                                                and Chief Executive Officer of the
                                            Norden Service Company. In 1991, Mr.
                                             Casner formed Technical Applications
                                               and Service Company (TAS) which
                                               purchased the assets of the Norden
                                                 Service Company. In 1993, TAS
                                                merged into DRS Technology Inc.
                                            where Mr. Casner became President of
                                              DRS Electronic Systems. In 1994, he
                                                  was appointed to the position of
                                             President of the company‘s Electronic
                                                Systems Group. In 1998, he was
                                               named Executive Vice President of
                                            Operations for the corporation. In 2000,
                                              Mr. Casner became Chief Operating
                                             Mr. Harley is Co- Portfolio Manager and
                                                   Chief Investment Officer and is
                                                    principally responsible for the
                                             investment decisions for the Investment
                                              Advisor. Before forming the Investment
                                                Advisor, Mr. Harley was the Head of
                                                Research at Milton. Mr. Harley joined
                                               Milton in 1996, where he concentrated
                                              on analyzing investment opportunities,
                                              developing new investments strategies
                                                and managing the overall direction of
                                              the risk arbitrage portfolio. At the same
                                                 time, he managed a proprietyevent
                                             driven distressed fund for Milton. Before
                                                joining Milton, Mr. Harley was a Vice
William F. ―Mickey‖ 44/ Director since 2007/     President and Director of Allen and
     Harley, III         Expires 2009          Company. At Allen and Company, Mr.
                                               Harley was responsible for the day-to-
                                                  day management and investment
                                               strategies of the arbitrage department
                                               that had assets under management in
                                               excess of $150 million. While at Allen
                                                 and Company, Mr. Harley also had
                                             investment banking responsibilities and
                                              co-managed proprietary funds focusing
                                             on turnarounds and banking. Mr. Harley
                                                 graduated with a master degree in
                                                public and private management from
                                                 Yale University‘s (―Yale‖) School of
                                             Management in 1990. He also obtained
                                                   a Bachelor of Science degree in
                                             chemical engineering and a Bachelor of
                                             Mr. Leimkuhler is the General Counsel
                                             and Director of Business Development
                                              of Paice Corporation, a privately held
                                                  developer of advanced vehicle
                                             powertrains. From 1994 through 1999,
                                              he held various positions with Allen &
                                                Company, a New York investment
   William F.      56/ Director since 2006/
                                               banking firm, initially serving as the
   Leimkuhler           Expires 2009
                                              firm‘s General Counsel. Prior to that,
                                            Mr. Leimkuhler was a corporate partner
                                            with the New York law firm of Werbel &
                                            Carnelutti (now Heller Ehrman White &
                                             McAuliffe). Mr. Leimkuhler also serves
                                            as a director of Speedus Corp. and U.S.
                                                       Neurosurgical, Inc.


                                           He is President of McComas Internet
                                           Inc., a supplier of sponsor/advertising
                                         supported community, educational, and
                                            alumni websites. Previously, he was
                                              Chairman of Plexsys International,
                                          President of Fortel Technologies, Inc.,
                                           and held positions with COMSAT RSI
                54/ Director since 1995/
R. Doss McComas                           and Radation Systems, Inc., including
                     Expires 2009
                                         Group Vice President, Vice President of
                                             Acquisitions, Strategic Planning and
                                            International Marketing, and General
                                          Counsel. He holds a B.A. degree from
                                         Virginia Polytechnic Institute; an M.B.A.
                                          from Mt. Saint Mary‘s; and a J.D. from
                                                     Gonzaga University.




Audit Committee: R. Doss McComas, William F. Leimkuhler (Chair), Paul G. Casner, Jr.
Compensation Committee: R. Doss McComas, John M. Albertine,Paul G. Casner Jr. (Chair), William F. Leimkuhler
Nominating Committee: John M. Albertine, William F. ―Mickey‖ Harley (Chair), III, William F. Leimkuhler
Strategic Growth Committee: John M. Albertine, Paul G. Casner, Jr., William F. Harley III (Chair), William F. Leimkuhler, R. Doss McComas
                                                                           Jos. A. Bank Clothiers, Inc. 500
                                                                         Hanover Pike Hampstead, MD 21074
                                                                          www.josbank.com          (800) 999-
                                                                                        7472

Public             Number
        Number of                Names of                                                                                                                    Last
  or              of Female                      Age/Term/Expiration      Business Background Information                  Board Compensation
        Directors                Directors                                                                                                                  Updated
Private           Directors
                                                                           He has been a Senior Consultant to
                                                                            Soros Fund Management LLC, an
                                                                              investment advisory firm, since
                                                                         January 2000; from 1989 to December
                                                                         1999, he was a Managing Director and
                                                                          the COO of Soros Fund Management
                                                                              LLC.; he is a director of Mueller
                                                                             Industries, Inc. (NYSE: MLI) and       Each Independent Director listed in the
                                                63/ Director since 1989/                                            table below receives an annual retainer 2008 Proxy
Public      5         0       Gary S. Gladstein                          Imergent, Inc. (OTCBB: IMGG); he is a
                                                     Expiring 2010                                                      of $40,000. Each committee chair
                                                                              director of several not-for-profit
                                                                          organizations including the University   receives an additional annual retainer of
                                                                              of Connecticut Foundation, The       $30,000 and our Chairman of the Board
                                                                           Samuel Waxman Cancer Research           and Lead Independent Director receives
                                                                          Foundation at Mt. Sinai Hospital, The    an additional annual retainer of $60,000.
                                                                          Abraham Initiatives, The Hebrew Free     Each Independent Director also receives
                                                                            Loan Association and the National         attendance fees of $3,000 per Board
                                                                                Sleep Research Foundation.             meeting and $1,500 per Committee
                                                                                                                    meeting. One-half of the usual meeting
                                                                                                                     attendance fee (i.e., $1,500 and $750,
                                                                                                                           respectively) is paid to each
                                                                                                                   Independent Director for participation in
                                                                                                                      each telephonic Board or Committee
                                                                                                                     meeting. Prior to June 21, 2007, each
                                                                                                                       Independent Director was eligible to
                                                                                                                      receive reimbursement for an annual
                                                                                                                   acquisition of our common stock having
                                                                                                                   a market value of $15,000 as of the time
                                                                                                                       of acquisition, plus actual brokerage
                                                                                                                      fees incurred (the ―Stock Acquisition
                                                                                                                   Reimbursement‖). The Stock Acquisition
                                                                                                                          Reimbursement program was
                                                                                                                     discontinued effective June 21, 2007.
                                                                                                                       Directors who did not use all of their
                                                                                                                            allotted Stock Acquisition
                                                                                                                     Reimbursements received cash paid-
                                                                                        $30,000 and our Chairman of the Board
                                                                                        and Lead Independent Director receives
                                                                                        an additional annual retainer of $60,000.
                                                                                        Each Independent Director also receives
                                                                                          attendance fees of $3,000 per Board
                                                                                           meeting and $1,500 per Committee
                                                                                         meeting. One-half of the usual meeting
                                             He was Director, President and CEO
                                                                                         attendance fee (i.e., $1,500 and $750,
                                              of Venture Stores, Inc. (―Venture‖), a
                                                                                               respectively) is paid to each
                                               publicly traded family value retailer,
                                                                                        Independent Director for participation in
                                             from April 1995 to May 1998 and was
                                                                                          each telephonic Board or Committee
                                            Chairman of its board of directors from
                                                                                         meeting. Prior to June 21, 2007, each
                                            January 1996 to May 1998; from 1976
                                                                                           Independent Director was eligible to
                                                to April 1995, he was employed by
                                                                                          receive reimbursement for an annual
                                                  Belk Stores Services, a retailing
                                                                                        acquisition of our common stock having
                                                  company, in various capacities,
                                                                                        a market value of $15,000 as of the time
                                               including Corporate Executive Vice
                                                                                           of acquisition, plus actual brokerage
                                             President for Merchandise and Sales
                                                                                          fees incurred (the ―Stock Acquisition
                                                  Promotion, Chief Merchandising
                   63/ Director since 1994/                                             Reimbursement‖). The Stock Acquisition
Robert N. Wildrick                                 Officer, Senior Vice President
                       Expiring in 2011                                                       Reimbursement program was
                                            (Corporate) and General Manager; he
                                                                                         discontinued effective June 21, 2007.
                                                  currently serves on the board of
                                                                                           Directors who did not use all of their
                                                 directors of the Greater Baltimore
                                                                                                allotted Stock Acquisition
                                             Alliance, the Advisory Board of Johns
                                                                                         Reimbursements received cash paid-
                                              Hopkins Children‘s Hospital and the
                                                                                                            outs.
                                                  board of directors of the Pride of
                                              Baltimore; he is a former member of
                                                   the board of directors and the
                                              executive committee of The Fashion
                                              Association and a former member of
                                                 the board of directors of Goodwill
                                            Industries International, Inc. Also CEO
                                              since Nov. 1999 and President since
                                        He was Jos. A. Banks, Inc. interim
                                     CEO from May 1999 to October 1999;
                                          he has been a principal of The
                                     Giordano Group, Limited, a diversified
                                       consulting firm, since its founding in
                                      February 1993; he was the President
                                        and COO of Graham-Field Health
                                      Products, Inc. from February 1998 to
                                         June 1998 and was a director of
Andrew A.   76/ Director since 1994/ Graham-Field from 1994 to June 1998;
Giordano        Expiring in 2009     he is a director of several privately held
                                      companies including Dale Carnegie &
                                       Associates, Inc., a global provider of
                                     locally delivered training in leadership,
                                             sales, interpersonal and
                                        communications skills; he is also a
                                        director of the United States Navy
                                       Memorial. Also served as Chairman
                                     since May 1999 and Interim CEO from
                                               May 1999-Oct. 1999.
                                           WILLIAM E. HERRON was appointed
                                             to our Board effective April 1, 2005.
                                            Since January 2002, Mr. Herron has
                                              been self-employed as a strategic
                                             consultant to companies seeking to
                                                initiate business with the federal
                                               government. From 1982 through
                                              December 2001, Mr. Herron was a
                                              partner in Arthur Andersen, having
                                              served in its Accounting and Audit
                                           practice from 1982 until 1994 and in its
                                              Business Consulting practice from
                                               1995 until 2001. Among his other
                  62/ Director since 2005/
William E. Herron                               duties with Arthur Andersen, Mr.
                       Expires 2009
                                            Herron was the Managing Partner of
                                                 the firm's Office of Government
                                            Services. Mr. Herron was a licensed
                                           CPA for over 30 years and is a current
                                            member of the American Institute of
                                               Certified Public Accountants and
                                              Pennsylvania Institute of Certified
                                           Public Accountants. He has served on
                                               the boards of directors of several
                                           privately held companies including the
                                           position of chair of an audit committee.
                                            He has been active for over 25 years
                                               on boards of civic and charitable
                                          SIDNEY H. RITMAN was appointed to
                                           our Board effective July 29, 2005. In
                                          March 1999, Mr. Ritman founded, and
                                         has since been the owner and operator
                                          of, Toni Industries, Inc., an importer of
                                            women's clothing under the Giorgio
                                         San Angelo and other brand labels. Mr.
                                          Ritman has an extensive background
                                           in international sourcing for U.S. and
                                           European apparel retailers, including
                                             fifteen years in residence in Hong
                 75/ Director since 2005/ Kong as the founder and Director of
Sidney H. Ritman
                      Expires 2010        Armstrong Industries, Ltd., a sourcing
                                              agent which had offices in seven
                                            countries. In 1987, Mr. Ritman sold
                                                 Armstrong to Colby-Stanton
                                             International, a Hong Kong buying
                                          group, for which Mr. Ritman served as
                                           a director until 1997. Mr. Ritman is a
                                              former trustee of Rollins College,
                                                 Winter Park, Florida and The
                                                Brunswick School, Greenwich,
                                            Connecticut. Mr. Ritman is a former
                                            United States Marine Corps officer,
                                         having served on active duty and in the
                                          Marine Forces Reserve for nine years.

The Audit Committee is comprised of Messrs. Giordano, Gladstein and Herron (Chair).
The Compensation Committee is comprised of Messrs. Giordano (Chair), Gladstein and Ritman.
The Nominating and Governance Committee is comprised of Mssrs. Giordano, Herron and Ritman (Chair).
                                                                                  LASALLE HOTEL PROPERTIES
                                                                               3 Bethesda Metro Center,      Suite
                                                                                              1200
                                                                                    Bethesda, Maryland 20814
                                                                               www.lasallehotels.com         (301)
                                                                                            941-1500

            Number Number                                                                                                                                      Last
Public or
                of    of Female Names of Directors   Age/Term/Expiration               Background Information                    Board Compensation          Updated/
 Private
            Directors Directors                                                                                                                               Source
                                                                                Mr. Bortz founded the Hotel Group of              Each trustee who is not an
                                                                                   Jones Lang LaSalle Incorporated           employee of or affiliated with the
                                                                                    (―Jones Lang LaSalle‖), and as              Company receives an annual
                                                                                President, oversaw all of Jones Lang              fee of $75,000. Prior to the
                                                                                    LaSalle‘s hotel investment and              beginning of each year, each
                                                                                development activities. From January             trustee makes an election to
                                                                                 1995 as Managing Director of Jones           receive the annual retainer fee
                                                                                 Lang LaSalle‘s Investment Advisory          all in Common Shares in lieu of
                                                                              Division, Mr. Bortz was also responsible           cash, half in cash and half in
                                                                                  for certain east coast development            Common Shares or less than
                                                                              projects, including the redevelopment of        half in cash and the remainder
                                                                                 Grand Central Terminal in New York                 in Common Shares. In
                                                                                 City. From January 1990 to January          accordance with the 1998 Share
                                                     51/ Director since 1998/
 Public        7         1         Jon E. Bortz                               1995, he was a Senior Vice President of          Option and Incentive Plan and 2008 Proxy
                                                          Expires 2011
                                                                                   Jones Lang LaSalle‘s Investment                procedures adopted by the
                                                                              Division, with responsibility for east coast      Company, each such trustee
                                                                                 development projects and workouts,               may also elect to defer the
                                                                                including the redevelopment of Union           receipt of all or a portion of his
                                                                                Station in Washington, D.C. Mr. Bortz            or her Common Shares (the
                                                                               joined Jones Lang LaSalle in 1981. Mr.           ―Deferred Common Shares‖).
                                                                                   Bortz is a member of the Board of         Payment of the annual retainer,
                                                                              Governors of the National Association of             whether in cash, Common
                                                                                Real Estate Investment Trusts. He is            Shares or Deferred Common
                                                                              also a member of the Board of Trustees         Shares, is made after the close
                                                                               of Federal Realty Investment Trust. Mr.        of business on December 31st
                                                                                Bortz holds a B.S. in Economics from               of each year in which the
                                                                              The Wharton School of the University of        trustees served on the Board of
                                                                                Pennsylvania and is a Certified Public             Trustees. The number of
                                                                                                                                Common Shares or Deferred
                                                                                                                                  Common Shares issued is
                                                                                                                             determined by dividing the dollar
                                                                                                                               amount each trustee elects to
                                                                                                                              receive in the form of Common
                                                                                           whether in cash, Common
                                                                                         Shares or Deferred Common
                                                                                       Shares, is made after the close
                                                                                        of business on December 31st
                                                                                            of each year in which the
                                                                                       trustees served on the Board of
                                            Mr. Washburn is also a member of the            Trustees. The number of
                                              Company‘s Audit Committee and the          Common Shares or Deferred
                                           Nominating and Governance Committee             Common Shares issued is
                                            and the Chairman of the Compensation       determined by dividing the dollar
                                             Committee. Mr. Washburn is a private        amount each trustee elects to
                                               investor. Mr. Washburn is a retired      receive in the form of Common
                                             Executive Vice President of Northwest       Shares or Deferred Common
                                            Airlines, Inc. (―Northwest‖) and was the      Shares by the average daily
                                               Chairman and President-Northwest          closing price of the Common
                                                Cargo, Inc. Mr. Washburn joined         Shares on the New York Stock
                                               Northwest in 1990 and served in a       Exchange (―NYSE‖) for the year
                                                 number of capacities, including             ending December 31st.
  Donald A.       63/ Director since 1998/    Executive Vice President-Customer         Deferred Common Shares are
  Washburn             Expires 2011         Service and Operations. Prior to joining    paid out to a trustee either in a
                                                 Northwest, Mr. Washburn was a         single payment on January 31st
                                               corporate Senior Vice President of        of the calendar year, or in five
                                               Marriott Corporation, most recently         equal annual installments
                                             Executive Vice President and general        beginning on January 31st of
                                            manager of its Courtyard Hotel division.   the calendar year, following the
                                           Mr. Washburn is a director of Amedisys,     year in which the trustee ceases
                                             Inc., The Greenbrier Companies, Inc.,          to serve on the Board of
                                                               Key                       Trustees. Holders of Deferred
                                           Technology, Inc. and some privately-held         Common Shares receive
                                            companies also. Mr. Washburn serves        additional deferred shares in an
                                            as a private equity fund advisory board     amount equal to the amount of
                                           member of Spell Capital Funds II and III.       any dividends paid on the
                                             Mr. Washburn graduated from Loyola
                                            Mr. Hartley-Leonard is a member of the     Common Shares exchangeable
                                           Company‘s Nominating and Governance
                                              Committee. Mr. Hartley-Leonard is a
                                            private investor. Mr. Hartley-Leonard is
                                              Chairman and CEO of PGI (an event
Darryl Hartley-   62/ Director since 1998/
                                                production agency) and a retired
  Leonard              Expires 2009
                                             Chairman of the Board, President and
                                            Chief Executive/Chief Operating Officer
                                           of Hyatt Hotels Corporation. Mr. Hartley-
                                              Leonard is a director of Jones Lang
                                              LaSalle, a global real estate service
                                            company. Mr. Hartley-Leonard holds a
                                              Ms. Kuhn is also a member of the
                                           Company‘s Compensation Committee
                                              and Nominating and Governance
                                               Committee. Ms. Kuhn has been
                                            President of SatoTravel, a Navigant
                                          International company, since 2005. For
                                            four years prior, Ms. Kuhn had been
                                              Navigant International‘s Regional
                                           President for the north central region.
                42/ Director since 2003/        Ms. Kuhn serves on Navigant
Kelly L. Kuhn
                     Expires 2009        International‘s executive committee and
                                               the strategic planning team. For
                                           approximately 10 years prior to joining
                                           Navigant International, Ms. Kuhn held
                                         several key positions at Arrington Travel
                                          Center, including manager of corporate
                                           communications, director of client and
                                             industry relations, vice president of
                                              operations, senior vice president,
                                             Mr. McCalmont is a member of the
                                              Company‘s Audit Committee, the
                                             Compensation Committee and the
                                         Nominating and Governance Committee.
                                            Mr. McCalmont is an Executive Vice
William S.      52/ Director since 2000/ President and the Chief Financial Officer
McCalmont            Expires 2009             of ACE Cash Express, Inc. From
                                         January 2002 through August 2003, Mr.
                                              McCalmont served as a founding
                                             member and principal of the Turtle
                                         Creek Group. From September 2000 to
                                           August 2001, Mr. McCalmont was the
                                                  Mr. Perkins is the Chairman of the
                                                  Company‘s Audit Committee and a
                                                     member of the Compensation
                                                  Committee and the Nominating and
                                                  Governance Committee. He is the
                     80/ Director since 1998/ retired Chairman of the Board and Chief
 Donald S. Perkins
                          Expires 2010          Executive Officer of Jewel Companies,
                                                  Inc. (a diversified retailer) (1970 to
                                                   1980). Mr. Perkins is Chairman of
                                                Nanophase Technologies Corporation
                                              and serves as a director of LaSalle U.S.
                                                    Realty Income II and III. He has
                                                    Mr. Scott is the Chairman of the
                                              Company‘s Nominating and Governance
                                              Committee. Mr. Scott was the Chairman
                                                  of the Board of Directors and Chief
                                              Executive Officer of Jones Lang LaSalle
                                                 until December 2004 when he retired
                                               from that firm. Mr. Scott also served as
                     69/ Director since 1998/ Chairman of the Board of Directors and
   Stuart L. Scott                                 Chief Executive Officer of LaSalle
                          Expires 2010
                                                      Partners Incorporated and its
                                                 predecessor entities from December
                                              1992 through December 2001. Mr. Scott
                                               is a director of Hartmarx Corporation (a
                                                clothing manufacturing company). Mr.
                                              Scott holds a B.A. from Hamilton College
                                                   and a J.D. from the Northwestern
                                                        University School of Law.
Audit Committee: Darryl Hartley-Leonard, William S. McCalmont, Donald S. Perkins (Chair), Donald A. Washburn
Compensation Committee: Kelly L. Kuhn, William S. McCalmont, Donald S. Perkins, Donald A. Washburn (Chair)
Nominating and Governance Committee: Darryl Hartley-Leonard, Kelly L. Kuhn, Williams S. McCalmont, Donald S.
Perkins, Stuart L. Scott (Chair), Donald A. Washburn
                                                                                       Legg Mason, Inc.
                                                                                        100 Light Street
                                                                             Baltimore, MD 21202-1099,            1-
                                                                                         877-534-4627
                                                                                    www.leggmason.com
            Number Number
Public or                            Names of                                                                                                             Last
                of    of Female                      Age/Term/Expiration      Business Background Information              Board Compensation
 Private                             Directors                                                                                                           Updated
            Directors Directors

                                                                           He has been the Chairman Emeritus of
                                                                           RTKL Associates, Inc., an international
                                                                           architecture, engineering, and planning
                                                                              firm since April 2003; he previously       Cash Retainers Annual Board
                                                  69/Director since 1988/
 Public        14        2        Harold L. Adams                            served as Chairman and CEO of that              Retainer $40,000: Audit      2008 Proxy
                                                       Expires 2010
                                                                          firm from 1987-2003, and was President Committee Chairman Retainer
                                                                           of that firm from 1969-2000. He is also          $15,000: Nominating and
                                                                          director of Lincoln Electric Holdings, Inc.      Compensation Committee
                                                                                   and Commercial Metals Co.          Chairmen Retainers $7,500: Lead
                                                                                                                        Independent Director Retainer
                                                                          He has served as Chairman and CEO of
                                                                                                                           $20,000: Audit Committee
                                   Raymond A.        71/ Director since      Legg Mason Wood Walker, Inc. from
                                                                                                                      Member Retainer $20,000 (paid to
                                      Mason       1981/term expires 2010        1975-February 2004. Chairman,
                                                                                                                       all members including the Chair):
                                                                                President, and CEO since 1981.
                                                                                                                        Nominating and Compensation
                                                                               She is currently engaged in private      Committee Member Retainers
                                                                              consulting and investment activities;      $15,000 (paid to all members
                                                                          was a partner of Ernst & Young, LLP, an including the Chair): Meeting Fees
                                  Margaret Milner 65/Director since 2003/
                                                                             international accounting and auditing        $2,000 per meeting attended
                                    Richardson         Expires 2010
                                                                          firm, from 1997-June 2003. She served beginning with the sixth meeting in
                                                                            as the United States Commissioner of the year: Audit Committee Meeting
                                                                               internal Revenue from 1993-1997.       Fees $2,000 per meeting attended
                                                                                                                      beginning with the sixth meeting in
                                                                                                                            the year: Nominating and
                                                                                                                           Compensation Committee
                                                                                                                      Meeting Fees $2,000 per meeting
                                                                                                                       attended beginning with the sixth
                                                                                                                               meeting in the year.
                                                                                      $15,000 (paid to all members
                                                                                   including the Chair): Meeting Fees
                                                                                      $2,000 per meeting attended
                                                                                   beginning with the sixth meeting in
                                                                                   the year: Audit Committee Meeting
                                                                                   Fees $2,000 per meeting attended
                                                                                   beginning with the sixth meeting in
                                         He has been Dean of the School of Law          the year: Nominating and
                                            at Howard University since January          Compensation Committee
                                         2003; he was a partner in the law firm of Meeting Fees $2,000 per meeting
                58/ Director since 2002/      Wilmer, Cutler & Pickering from       attended beginning with the sixth
Kurt L. Schmoke
                     Expires 2010         December 1999-January 2003; he was               meeting in the year.
                                             the Mayor of Baltimore City from
                                           December 1987-1999. He is also a
                                         director of the McGraw-Hill Companies.

                                                He is currently engaged in private
                                             investment activities. Mr. Angelica was
                                              recommended to the Nominating and
                                              Corporate Governance Committee for
                                            consideration as a director candidate of
   Robert E.       61/ Director since 2007/
                                               Legg Mason by the Chairman of the
   Angelica,            Expires 2009
                                                Board. Until December 2006, Mr.
                                              Angelica served as the Chairman and
                                               Chief Executive Officer of the AT&T
                                            Investment Management Corporation, a
                                                     subsidiary of AT&T Inc.
                                          He is a professor at the University of
                                         Georgia since 1997, and was Chairman
                     69/Director since
   Dennis R.                             of the Financial Accounting Standards
                   2002/3 year term/term
   Beresford                              Board from 1987-1997. She is also a
                       expires 2011
                                          director of Kimberly-Clark Corp. and
                                                         MCI, Inc.
                                           He is engaged in private investment
                     69/Director since   activities; he was the CEO of Oakwood
 Nicholas J. St.
                   1983/3 year term/term   Homes Corp., a manufacturer and
    George
                       expires 2011       retailer of manufactured homes from
                                                        1979-1999.
                                       He has been an executive in residence
                                       of the University of Louisville, School of
                                         Business and Public Administration
                                       since 2002 and an adjunct professor at
                   71/Director since
                                          the University of Kentucky, Gatton
Roger W. Schipke 1991/3 year term/term
                                         College of Business and Economics
                     expires 2011
                                          since 2003. Prior to 2002, he was
                                       engaged in private investment activities.
                                       He is also a director of Brunswick Corp.
                                                  and the Pouse Co.
                                           Since August 1995, he has been the
                     65/Director since    managing member of Koerner Capital,
John E. Koerner,
                   1990/3 year term/term  LLC, a private investment company, or
       III
                       expires 2009           the President of its predecessor,
                                                    Koerner Capital Corp.
                                          Since 1997, he has been the Chairman
                                           of the Board of Ukrop Super Markets,
                                               Inc., which operates a chain of
                     70/Director since
                                             supermarkets in Virginia, and was
 James E. Ukrop    1985/3 year term/term
                                            President and CEO of that company
                       expires 2009
                                         from 1975-1997. He is also a director of
                                           Owens & Minor, Inc. and Chairman of
                                                      First Market Bank.
                                         Cheryl Gordon Krongard has been a
                                       director of Legg Mason since January
                                            2006 and is engaged in private
                                      investment activities. Ms. Krongard was
                                        recommended to the Nominating and
                                       Corporate Governance Committee for
                                      consideration as a director candidate of
                  52/ Director since      Legg Mason by an officer of Legg
Cheryl Gordon
                January 2006/ Expires Mason. She served as a senior partner
  Krongard
                         2009          of Apollo Management, L.P., a private
                                         investment company, from January
                                        2002 to December 2004 and was the
                                        Chief Executive Officer of Rothschild
                                             Asset Management, an asset
                                       management firm, from 1994 to 2000.
                                        Ms. Krongard is a director of Educate
                                           Inc. and US Airways Group Inc.
                                             Mr. Nuttall is a Member of the general
                                              partner of Kohlberg Kravis Roberts &
                                            Co. (―KKR & Co.‖), a private equity firm,
                                             has been with KKR & Co. for 11 years
                                                  and is the head of KKR & Co.‘s
                                            Financial Services Industry team. He is
                                             a director of Capmark Financial Group
                                                 Inc., First Data Corporation, KKR
                                             Financial Holdings LLC and Masonite
                                              International Corporation. Mr. Nuttall
                   35/ Director since 2008/
Scott C. Nuttall                             was nominated to the Board by KKR &
                        Expires 2009
                                                 Co. pursuant to a Note Purchase
                                             Agreement under which we issued our
                                             2.5% Senior Convertible Notes. Under
                                              the purchase agreement, KKR & Co.
                                            has the right to nominate one individual
                                               to the Board and the Compensation
                                            Committee for as long as KKR & Co. or
                                             its related parties own at least 50% of
                                            the outstanding notes and at least $625
                                              million in notes remains outstanding.
                                            Mark R. Fetting was recommended to
                                                the Nominating and Corporate
                                                  Governance Committee for
                                           consideration as a director candidate of
                                           Legg Mason by the special CEO Search
                                             Committee of the Board. Mr. Fetting
                                               was elected President and Chief
                  53/ Director since 2008/    Executive Officer of Legg Mason in
Mark R. Fetting
                       Expires 2010           January 2008. He served as Senior
                                           Executive Vice President of Legg Mason
                                            since July 2004 and as Executive Vice
                                            President from July 2001 to July 2004.
                                              Mr. Fetting is a director of 14 funds
                                             within the Legg Mason Funds mutual
                                           funds complex and 27 funds within The
                                             Royce Funds mutual funds complex.
                                                         W. Allen Reed has been a director of
                                                          Legg Mason since April 2006 and is
                                                       engaged in private investment activities.
                                                          Mr. Reed was recommended to the
                                                       Nominating and Corporate Governance
                                                           Committee for consideration as a
                                                       director candidate of Legg Mason by the
                                                       Chief Executive Officer of Legg Mason.
                                                       From January 2006 to March 2006, Mr.
                                                       Reed served as Chairman of the Board
                                                        of General Motors Asset Management
                                                       Corporation (―GMAMC‖), the investment
                                                          management subsidiary of General
                              61/ Director since April
             W. Allen Reed                             Motors Corporation, where he served as
                               2006/ Expires 2008
                                                       Vice President from July 1994 to March
                                                             2006. He also served as Chief
                                                           Executive Officer and President of
                                                             GMAMC and General Motors
                                                         Investment Management Corporation
                                                        from July 1994 to December 2005 and
                                                          as Chairman of the Board and Chief
                                                          Executive Officer of General Motors
                                                        Trust Bank, N.A. from October 2003 to
                                                          March 2006 and of General Motors
                                                           Trust Company from May 1999 to
                                                         March 2005. Mr. Reed is a director of
                                                          Temple-Inland Inc. and iShares Inc.


Messrs. Beresford (Chairman), Angelica and Reed and Edward I. O‘Brien (who is not standing for re-election) are the members of our Audit Committee.
Messrs. Schipke (Chairman), Koerner, Nuttall and Schmoke and Ms. Krongard are the members of our Compensation Committee.
Messrs. St. George (Chairman), Adams and Ukrop and Ms. Richardson are the members of our Nominating and Corporate
                                                                              LOCKHEED MARTIN
                                                                                 CORPORATION
                                                                              6801 Rockledge Drive
                                                                            Bethesda, Maryland 20817
                                                                          www.lockheedmartin.com (866)
                                                                                   LMC-2363
            Number Number                                                                                                                              Last
Public or                          Names of                                    Business Background
                of    of Female                    Age/Term/Expiration                                              Board Compensation               Updated/
 Private                           Directors                                        Information
            Directors Directors                                                                                                                       Source


                                                                              Named by President Bush to
                                                                          Chair the President‘s Commission       Cash retainer $110,000: Stock
                                                                          on the Implementation of the U.S.         retainer $110,000 in stock
                                                                          Space Exploration Vision, January       units: Committee Chairman
                                                                          2004; Under Secretary of Defense        retainer $12,500 (other than
                                                                             (Acquisition, Technology, and        Audit Committee Chairman)
                                                                          Logistics) from May 2001 until his       Audit Committee Chairman
                                                                          retirement in May 2003. President         retainer $20,000 Deferred
                                                                          and Chief Executive Officer of The         compensation plan Cash
                                                                              Aerospace Corporation from              retainer deferrable with
                                                                               March 1992 until May 2001;         earnings at prime rate, S&P
                                  E.C. Aldridge,     69/ Director since                                                                               2008
 Public        13        2                                                     President of the McDonnell        500 or Lockheed Martin stock
                                       Jr.          2003/ Expires 2009                                                                                Proxy
                                                                              Douglas Electronic Systems              return. Travel accident
                                                                            Company from December 1988                 insurance $1,000,000.
                                                                          until March 1992; Secretary of the     Matching Gift for Colleges and
                                                                            Air Force from June 1986 until      Universities Program Company
                                                                               December 1988; and Under          match of $1 per $1 of director
                                                                            Secretary of the Air Force from     contributions, up to $10,000 per
                                                                          1981 until 1986. Director of United    director, to eligible educational
                                                                              Industrial Corp. from 1993 to      institutions Director education
                                                                           2001; director of Global Crossing    institutes/activities Reimbursed
                                                                               Ltd. and Alion Science and            for costs and expenses.
                                                                                       Technology.
                                   Chairman of the Board and Chief
                                   Executive Officer of The Black &
                                   Decker Corporation since 1986,
                                   President of The Black & Decker
                                  Corporation since 1985, and Chief
                                   Operating Officer of The Black &
                                  Decker Corporation from 1985 to
Nolan D.     64/ Director since    1986. Held various management
Archibald   2002/ Expires 2009    positions at Beatrice Companies,
                                  Inc., from 1977 to 1985, including
                                       Senior Vice President and
                                     President of the Consumer &
                                     Commercial Products Group;
                                    director of The Black & Decker
                                      Corporation and Brunswick
                                              Corporation.

                                  Vice President and Chief Financial
                                    Officer of Caterpillar Inc. since
                                   2004; Corporate Controller and
                                      Chief Accounting Officer of
                                    Caterpillar from 2002 to 2004;
David B.     52/ Director since     various positions of increasing
 Burritt    2008/ Expires 2009      responsibility for Caterpillar in
                                     finance, tax, accounting and
                                      international operations for
                                  Caterpillar from 1978 to 2002; and
                                       director of Factory Mutual
                                  Insurance Company (FM Global).
                                          Retired from active duty in July
                                         2004. Admiral and Commander,
                                              United States Strategic
                                        Command, Offut Air Force Base,
                                        Nebraska from October 2002 until
                                         July 2004. Commander in Chief,
                                        United States Strategic Command
                                             from November 2001 to
James O. Ellis,    60/ Director since   September 2002. Commander in
     Jr.          2004/ Expires 2009    Chief, U.S. Naval Forces, Europe
                                         and Commander in Chief, Allied
                                           Forces from October 1998 to
                                        September 2000. Deputy Chief of
                                         Naval Operations (Plans, Policy
                                         and Operations) from November
                                        1996 to September 1998. Director
                                        of America First Companies since
                                                  January 2005.
                                         President of Podium Prose, a
                                         Washington, D.C. speaker‘s
                                     bureau and speechwriting service.
                                      Founding Partner, The Directors‘
                                     Council, a corporate board search
                                      firm, since October 2003; Senior
                                      Vice President of Corporate and
                                        Public Affairs of PECO Energy
                                      Company (formerly Philadelphia
Gwendolyn S.    67/ Director since    Electric Company) from October
   King        1995/ Expires 2009         1992 until her retirement in
                                      February 1998; Commissioner of
                                     the Social Security Administration
                                      from August 1989 to September
                                      1992; director of Martin Marietta
                                        from 1992 to 1995; director of
                                        Pharmacia from 1999 to 2003;
                                       director of Monsanto Company
                                          and Marsh and McLennan
                                               Companies, Inc.