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.