Spreadsheets 202008 - Excel by 0REq3q

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									                      Number of
Public or Number of
                       Female   Names of Directors     Age/Term/Expiration
 Private  Directors
                      Directors




                                                       63/ Director since 1997/
 Public      7            1       Philip R. Harper
                                                            Expires 2009




                                Kenneth D. Peterson,   54/ Director since 2001/
                                        Jr.                 Expires 2009




                                                       55/ Director since 1986/
                                   Malon Wilkus
                                                            Expires 2009
                 58/ Director since 1997/
 Neil M. Hahl
                      Expires 2008




                 68/ Director since 1997/
 Stan Lundine
                      Expires 2008




                 56/ Director since 2000/
Mary C. Baskin
                      Expires 2008
                                67/ Director since 2007/
            John A. Koskinen
                                     Expires 2008




                                70/ Director since 1998/
             Alvin N. Puryear
                                     Expires 2008




Members of the Executive Committee are Messrs. Harper, Puryear and Wilkus. Mr. Wilkus serves as C
The Audit and Compliance Committee is currently composed of Ms. Baskin and Messrs. Hahl, Koskinen
Compensation and Corporate Governance Committee: Messrs. Harper, Lundine and Puryear. Mr. Harpe
      AMERICAN CAPITAL
 STRATEGIES, LTD. 2 BETHESDA
  METRO CENTER, 14th FLOOR
  BETHESDA, MARYLAND 20814
    www.americancapital.com
        (301) 951-6122

                                                                                                          N2K Contact
       Background Information                     Board Compensation            N2K Contact Name
                                                                                                            Number


   Mr. Harper has served as Chairman of           Effective July 1, 2005, the
     US Investigations Services, Inc., a       Company increased the annual
   private investigations company, since           retainer fee paid to non-
  1996. From 1996 to 2005, he was also             employee directors from
the Chief Executive Officer and President     $25,000 to $50,000. Each non-
 of US Investigations Services, Inc. From     employee director thus received
    1991 to 1994, Mr. Harper served as             an annual retainer fee of   Stephanie Ambrose/ Ellen
                                                                                                          410-277-2857
President of Wells Fargo Alarm Services.           $37,500 for 2005 (non-                Fish
From 1988 to 1991, Mr. Harper served as       employee directors who chaired
 President of Burns International Security    a Board of Directors committee
  Services—Western Business Unit. Mr.         received an additional $5,000).
   Harper served in the U.S. Army from          Each non-employee director
    1961 to 1982, where he commanded            also received a fee of $1,500
  airborne infantry and intelligence units.    for each meeting of the Board
                                                of Directors or each separate
                                                committee meeting attended.
                                               For 2006, each non-employee
  Mr. Peterson has been Chief Executive
                                              director will be compensated at
      Officer of Columbia Ventures
                                                 the same rate. Directors are
  Corporation, a firm holding interests in
                                               reimbursed for travel, lodging
 businesses in the international aluminum
                                                   and other out-of-pocket
    smelting, aluminum fabrication and
                                                     expenses incurred in
finishing and other industries, since 1988.
                                                  connection with Board of
He is a member of the Board of Directors
                                                   Directors and committee
 of International Aluminum Corporation,
                                                   meetings. Directors also
   Washington Institute Foundation and
                                                   receive imputed income
   Cogent Communications Group, Inc.
                                                 reflected in their aggregate
                                                compensation for income tax
   Mr. Wilkus founded the Company in            purposes in cases where non-
 1986 and has served as the Company‘s          director family members may
Chief Executive Officer and Chairman of        accompany an employee on a
 the Board of Directors of the Company        business trip. Directors who are
   since that time, except for the period      employees of the Company do
    from 1997 to 1998 during which he               not receive additional
  served as Chief Executive Officer and        compensation for service as a
Vice Chairman of the Board of Directors.           member of the Board of
From 1986 to 1999, he served and since                    Directors.
      2001 he has served as 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 as Senior Vice President of the
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 Governor of the State of New
 York. 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. From 1996 to 1997, Ms. Baskin
  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 Duke University
             and President of The 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
              York and has been on the faculty 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.

srs. Harper, Puryear and Wilkus. Mr. Wilkus serves as Chairman.
ntly composed of Ms. Baskin and Messrs. Hahl, Koskinen and Peterson. Mr. Hahl serves as Chairman.
mmittee: Messrs. Harper, Lundine and Puryear. Mr. Harper serves as Chairman.
  Last
Updated/
 Source




2007 Proxy
  Report
                        Number of
Public or   Number of
                         Female Names of Directors        Age/Term/Expiration
 Private    Directors
                        Directors



                                                       66/ Board member since 1983/
 Public         9           2      Enrique R. Arzac
                                                           Until successor elected




                                                       64/ Board member since 2003/
                                  Phyllis O. Bonanno
                                                           Until successor elected




                                                       83/ Board member since 1982/
                                  Daniel E. Emerson
                                                           Until successor elected




                                     Frederic A.       55/Board member since 2006/
                                      Escherich           Until successor elected




                                                         61/Board member since
                                    Roger W. Gale
                                                       2005/Until successor elected
                     86/ Board member since 1968/
Thomas H. Lenagh
                         Until successor elected




    Kathleen T.      56/ Board member since 2003/
    McGahran             Until successor elected




                     60/ Board member since 1989/
 Douglas G. Ober
                         Until successor elected




                        61/Board member since
  Craig R. Smith
                      2005/Until successor elected




Messrs. Emerson, Escherich, and Smith and Ms. McGahran are the members of the Audit committee
Messrs. Arzac, Emerson, Escherich, Gale, and Roberts* constitute the membership of the Board‘s st
Messrs. Arzac, Gale, Lenagh, Ober**, and Roberts* and Ms. Bonanno constitute the membership of
The Company does not have a separate standing nominating committee. Instead, certain members of
      The Adams Express Company
          Seven St. Paul Street
        Baltimore, Maryland 21202
http://www.adamsexpress.com/      (410)
                752-5900
                                                                                                        N2K Contact
           Background Information                      Board Compensation          N2K Contact Name
                                                                                                          Number

 Professor of Finance and Economics, formerly,
         Vice Dean of Academic Affairs
 of the Graduate School of Business, Columbia
                                                       Each director who is not    Stephanie Ambrose/
 University. Director of Petroleum & Resources                                                          410-277-2857
                                                          an interested person         Ellen Fish
      Corporation* and Credit Suisse Asset
                                                           received an annual
   Management Funds (8 funds) (investment
                                                        retainer fee of $10,000
                  companies).
                                                          and a fee of $750 for
      President & CEO of International Trade              each Board meeting
            Solutions, Inc. (consultants).            attended. All members of
     Formerly, President of Columbia College,          each Committee, except
Columbia, South Carolina, and Vice President of                 executive
Warnaco Inc. (apparel). Director of Borg-Warner       officers and/or interested
Inc. (industrial), Mohawk Industries, Inc. (carpets        persons, receive an
     and flooring), and Petroleum & Resources         additional annual retainer
    Corporation. Also on Board of Advisors for           fee of $1,500 for each
               APTE, Inc. (software).                  committee membership
   Retired Executive Vice President of NYNEX              and a fee of $500 for
           Corporation (communications),                      each meeting
  retired Chairman of the Board of both NYNEX          attended.The Chairman
 Information Resources Co. and NYNEX Mobile                of each committee,
Communications Co. Previously, Executive Vice          except for the Executive
  President and Director of New York Telephone         Committee, receives an
   Company. Presently, Chairman, The National         additional fee of $500 for
 YMCA Fund, Inc., and Director of Petroleum &          each committee meeting
              Resources Corporation.                       attended. The total
                                                        amount of fees paid to
Private Investor, formerly Managing Director and      the independent directors
 head of the Mergers and Acquisitions Research          in 2004 was $273,875.
  and Financial Advisory Services Departments
                with J. P. Morgan.
Director of Petroleum & Resources Corporation.
     President & CEO of GF Energy, LLC
   (consultants to electric power companies).
  Formerly, member of management group, PA
Consulting Group (energy consultants). Director
 of Petroleum & Resources 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 and
              Chief Investment Officer of the Ford Foundation
              (charitable foundation). Director 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
                  Executive Education, Graduate School of
                  Business, Columbia University. Formerly,
                  Associate Dean and Director of Executive
                Education and Associate Professor, Columbia
               University. Director of Petroleum & Resources
                                Corporation.
                Chairman of the Board and Chief Executive
                Officer of the Company since April 1, 1991.
                Chairman of the Board, President and Chief
               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 Pharmaceuticals
              (pharmaceutical and biotechnology). Director of
                Petroleum & Resources Corporation, LaJolla
                Pharmaceutical Company, and Depomed, Inc.
                         (specialty pharmaceuticals).

 and Ms. McGahran are the members of the Audit committee
le, and Roberts* constitute the membership of the Board‘s standing Compensation Committee
 nd Roberts* and Ms. Bonanno constitute the membership of the Board‘s standing Executive Committee
standing nominating committee. Instead, certain members of the Executive Committee perform the functions of a nominating committee for the Board (her
  Last
Updated/
 Source



2007 Proxy
  Report
ng committee for the Board (hereinafter called the ―Nominating Committee‖).
                      Number of
Public or Number of
                       Female   Names of Directors      Age/Term/Expiration
 Private  Directors
                      Directors




                                                        50/ Director since 2005/
 Public      11           1     Walter L. Bennett, IV
                                                             Expires 2009




                                                        53/ Director since 2000/
                                   F. Carter Heim
                                                             Expires 2009




                                                        52/ Director since 2004/
                                   Nancy Lowell
                                                             Expires 2009
                     64/ Director since 2004/
Clyde E. Culp, III
                          Expires 2009




                     45/ Director since 2007/
Kendel S. Ehrlich
                          Expires 2009
                       55/ Director since 1997/
Stanley J. Klos, Jr.
                            Expires 2009




                       47/ Director since 1999/
Richard M. Lerner
                            Expires 2009
                      74/ Director since their
Lawrence E. Lerner
                     inception/ Expires 2008




  Lawrence W.          52/ Director since its
    Schwartz         inception/ Expires 2008




                     38/ Director since 2000/
Ermis Sfakiyanudis
                          Expires 2008
                                  45/ Director since 2004/
            Clifford T. Solomon
                                       Expires 2008




Messrs. Schwartz (Chairman) and Heim and Ms. Lowell currently serve as members of the Audit Comm
The Compensation Committee consists of Messrs. Klos (Chairman) and Sfakiyanudis and Ms. Lowell.
The members of the Board of Directors who participate in the consideration of director nominees are Wa
   Annapolis Bancorp, Inc.1000
     Bestgate Road, Suite 400
    Annapolis, Maryland 21401
          (410) 224-4455
     www.bankannapolis.com
                                                                                                     N2K Contact
       Background Information                Board Compensation            N2K Contact Name
                                                                                                       Number

 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 Arundel
 County for 30 years. He currently owns  The Company pays no board or
                                                                          Stephanie Ambrose/ Ellen
 and operates Hartley Marine, Inc. and      committee fees. Directors of                             410-277-2857
                                                                                    Fish
    South River Marina in Edgewater,     the Bank received fees for each
   Maryland. Mr. Bennett is a current      board and committee meeting
    member and past president of the      attended in 2005 in the amount
    Washington Area Marine Dealers       of $400 per Board of Directors
Association and a current member of the       meeting, $325 per Audit
Marine Trades Association of Maryland.     Committee meeting and $250
                                           per other committee meeting.
     Mr. Heim is a Certified Public       Each director also received an
  Accountant who has been in practice     annual retainer of $5,000 paid
    since December 1975 and is past        in quarterly installments. Mr.
President of the Maryland Association of R. Lerner received no fees for
   CPAs. Mr. Heim is also currently a          attendance at board or
  member of the American Institute of      committee meetings as he is a
   CPAs and the Annapolis and Anne       full-time employee of the Bank.
  Arundel Chamber of Commerce. Mr.
Heim is President of HeimLantz Business
     and Tax Services, Inc. Prior to
establishing his own firm, Mr. Heim was
 Executive Vice President of Hammond-
            Heim, Chartered.
   Ms. Lowell is President and design
director of custom stationery design firm
Lallie, Inc., a company that she founded
    in 1977. Ms. Lowell, a resident of
Severna Park, is a member of numerous
  professional societies and is a current
   board member of the Hospice of the
         Chesapeake Foundation.
 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 franchise in
the world, and served as 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
      prosecutor with Harford County,
  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, District of
  Columbia, Anne Arundel 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 construction company
    located in 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 apartment units. Mr. Lerner
   manages 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 1997 as an adjunct professor of
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 since 1993. Mr.
Sfakiyanudis is 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 of neurosurgery at
               Johns Hopkins 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.


 s. Lowell currently serve as members of the Audit Committee.
ssrs. Klos (Chairman) and Sfakiyanudis and Ms. Lowell.
articipate in the consideration of director nominees are Walter L. Bennett, IV, Clyde E. Culp, III, F. Carter Heim, Stanley J. Klos, Jr., Nancy Lo
  Last
Updated/
 Source




2007 Proxy
  Report
nley J. Klos, Jr., Nancy Lowell, Lawrence W. Schwartz, Ermis Sfakiyanudis and Clifford T. Solomon.
                      Number of
Public or Number of
                       Female     Names of Directors   Age/Term/Expiration
 Private  Directors
                      Directors




                                                       41/ Director since 1997/
 Public      6            0       J. Michael Wilson
                                                            Expires 2010
                   77/ Director since 1998/
Thomas J. Shafer
                        Expires 2010




                   48/ Director since 1999/
T. Michael Scott
                        Expires 2008
                        65/ Director since 2003/
   Thomas S. Condit
                             Expires 2008




                        64/ Director since 2001/
    Antonio Ginorio
                             Expires 2009




                        65/ Director since 1997/
    Edwin L. Kelly
                             Expires 2009




The members of the Audit Committee for 2006 were Messrs. Ginorio (Chairman), Condit and Scot
The members of the Compensation Committee for 2006 were Messrs. Shafer (Chairman), Condit, G
The members of the Nominating and Corporate Governance Committee for 2006 were Messrs. Sco
    American Community
Properties Trust          222
Smallwood Village Center St.
 Charles, MD 20602      301-
           843-8600
  http://www.acptrust.com/

                                                                                                           Last
                                                                        N2K Contact       N2K Contact
     Background Information                Board Compensation                                            Updated/
                                                                          Name              Number
                                                                                                          Source
 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 Corporation (―IGMC‖),
                                             The Company pays its
    the managing general partner of
                                              Trustees who are not
   Interstate General Company L.P.
                                        employees of the Company or
    (―IGC‖), the predecessor to the
                                          any of its affiliates fees for
  Company, from 1996 to 1998 and
                                         services as trustees. Trustees
   from January 1997 to November
                                           receive fees of $6,500 per
1998 was Vice Chairman, Secretary,
                                             quarter plus $1,400 per
 and Chief Financial Officer of IGC.
                                              Board meeting and an
   He has been President and Chief                                         Stephanie
                                         additional $500 fee for each                                    2007 Proxy
     Operating Officer of Interstate                                     Ambrose/ Ellen   410-277-2857
                                            telephonic meeting. The                                        Report
   Business Corporation ("IBC"), a                                            Fish
                                             Chairman of the Audit
 general partner of IGC, since 1994
                                             Committee receives an
and a Director of IBC since 1991. He
                                              additional $1,400 per
served as Vice President of IBC from
                                           meeting. The Trustees are
1991 to 1994. He has been a director
                                             also reimbursed for all
   of Wilson Securities Corporation
                                        reasonable expenses incurred
    since 1991, and President since
                                          by them in attending Board
 March 1996. He was Vice President
                                            and committee meetings.
   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
               Directors.
     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 partner from
     1989 through 1997. 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.


 Mr. Scott has served as President of
   Cambridge Holdings, a real estate
      company in Fairfax County,
 Virginia, since 1992. He has been a
      principal of the Cambridge
companies since 1986. Mr. Scott also
  serves on the Board of Directors of
    Tier Technologies, Inc. He is a
 member of the National Association
  of Industrial and Office Properties
      and serves on the Executive
           Committee of the
   Washington/Baltimore Chapter of
 the Young President's Organization.
   He received a B.S. in Engineering
    from Cornell University and an
    MBA from Harvard University.
               Prior to his retirement, he served as
                 President and Chief Executive
              Officer of Craver, Mathews, Smith &
                   Co., Inc., a fundraising and
              membership development firm, from
              1993 to 1995. Prior to that, he served
                as President and Chief Executive
               Officer of the National Cooperative
                Bank in Washington, D.C. He has
                extensive experience in mortgage
                  banking, investment banking,
                   consumer financial services,
              federally insured depository services,
                    and community economic
                development. He earned his juris
                doctorate from the National Law
                  Center at George Washington
                University, and a Bachelor of Arts
                degree from Stanford University.
                Prior to his retirement in 2000, he
              was a Senior Audit Partner in the San
                          Juan Office of
              PricewaterhouseCoopers, a globally-
               recognized public 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 that, he served as
              Senior Vice 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.

 for 2006 were Messrs. Ginorio (Chairman), Condit and Scott.
ommittee for 2006 were Messrs. Shafer (Chairman), Condit, Ginorio and Scott.
Corporate Governance Committee for 2006 were 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 of                                                                                                                                                                       Last
        Number of              Names of                                                                                                                                          N2K Contact
  or               Female                     Age/Term/Expiration              Background Information                   Board Compensation            N2K Contact Name                          Updated/
        Directors              Directors                                                                                                                                           Number
Private           Directors                                                                                                                                                                      Source

                                                                                                                        Each non-employee director
                                                                         Prior to joining Avalon, he was a Senior       receives an annual fee of
                                                                          Scientist at Human Genome Sciences,           $20,000 ($45,000 for the
                                                                          Inc., where he directed the company‘s        Chairman of our Board of
                                                                          gene mapping initiative from 1993 to      Directors) for each full year of
                                                                        1999. Dr. Carter was a member of a team          service on our Board of
                               Kenneth C.     47/Director since 1999/        of scientists that identified genes        Directors. Non-employee       Stephanie Ambrose/ Ellen                  2007 Proxy
Public     8         0                                                                                                                                                           410-277-2857
                              Carter, Ph.D.   Chairman/Expires 2008     involved in colon cancer that was named       directors also receive $2,500             Fish                              Report
                                                                           ―Discovery of the Year‖ by Science         annually for each committee
                                                                          Magazine in 1994. Dr. Carter holds a      membership, with the Chairman
                                                                            Ph.D. in Human Genetics from the             of the Audit Committee
                                                                        University of Texas Medical Branch and      receiving an additional $7,500
                                                                        a B.S. from Abilene Christian University.    annually and the Chairman of
                                                                                                                     the Compensation Committee
                                                                                                                         and the Chairman of the
                                                                                                                       Nominating and Corporate
                                                                                                                      Governance Committee each
                                                                                                                    receiving an additional $2,500
                                                                                                                        annually. Non-employee
                                                                                                                    directors may elect annually to
                                                                                                                    receive all of their annual cash
                                                                                                                        retainer fees in awards of
                                                                                                                        unrestricted shares of our
                                                                                                                        common stock under the
                                                                                                                    Incentive Plan. Annual fees are
                                                                                                                    paid quarterly in arrears in four
                                                                                                                     equal installments on the first
                                                                                                                       business day of each fiscal
                                                                                                                                  quarter.
                                                                                                                          Non-employee directors
                                                                                          directors also receive $2,500
                                                                                          annually for each committee
                                                                                        membership, with the Chairman
                                                                                             of the Audit Committee
                                                                                        receiving an additional $7,500
                                                                                         annually and the Chairman of
                                                                                         the Compensation Committee
                                            Dr. Kabakoff is the current President and
                                                                                             and the Chairman of the
                                                Chief Executive Officer of Strategy
                                                                                           Nominating and Corporate
                                             Advisors LLC, which he established in
                                                                                          Governance Committee each
                                              2001 to provide business and strategic
                                                                                        receiving an additional $2,500
                                                 advisory services to life sciences
                                                                                            annually. Non-employee
                                              companies. Prior to its acquisition by
                                                                                        directors may elect annually to
                                                 Cephalon, Inc. in June 2005, Dr.
                                                                                        receive all of their annual cash
  David S.       59/ Director since 2006/    Kabakoff served as Chairman and Chief
                                                                                            retainer fees in awards of
Kabakoff, Ph.D        Expires 2008            Executive Officer of Salmedix, Inc., a
                                                                                            unrestricted shares of our
                                                company he co-founded in 2001 to
                                                                                            common stock under the
                                               develop novel oncology drugs. From
                                                                                        Incentive Plan. Annual fees are
                                             1996 to September 2000, Dr. Kabakoff
                                                                                        paid quarterly in arrears in four
                                              held executive management positions
                                                                                         equal installments on the first
                                             with Dura Pharmaceuticals, a specialty
                                                                                           business day of each fiscal
                                              pharmaceutical company, acquired by
                                                                                                      quarter.
                                              Elan Pharmaceuticals. Prior to joining
                                                                                              Non-employee directors
                                             Dura, Dr. Kabakoff was Chairman and
                                            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 Clinical Research,
 Michael R.      55/Director since 2002/
                                                Oncology and Allergy for Janssen
Kurman, M.D.         Expires 2008
                                              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
Bradley G.   61/Director since 1999/         Licensing and Vice President of
 Lorimier        Expires 2008            Corporate Development 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-founded IDEC
                                           Corporation. Dr. Royston has served as
Ivor Royston,   62/Director since 2000/
                                           the Chairman of the Board of Directors
    M.D.            Expires 2008
                                          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 post-doctoral training in
                                          internal medicine and medical oncology
                                          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
William A.     67/Director since 1999/
                                         Senior Vice President of Drug Discovery
Scott, Ph.D.       Expires 2008
                                             Research at Bristol-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 and
                    71/Director since
Alan G. Walton,                                public biotechnology companies,
                  1999/Chairman of the
     Ph.D.                                including Human Genome Sciences and
                  Board/ Expires 2008
                                            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
                                                           Nottingham.
                                                     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 & Young LLP he
             William H.    59/Director since 2006/
                                                            established and managed the high
             Washecka          Expires 2008
                                                           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 and Dr. Walton.
                                                                    Bay National Corporation
                                                                2328 West Joppa Road Lutherville,
                                                                        Maryland 21093
                                                                      www.baynational.com
                                                                         (410) 494-2580


Public             Number                                                                                                                                   Last
        Number of             Names of                                                                                                      N2K Contact
  or              of Female               Age/Term/Expiration        Background Information         Board Compensation   N2K Contact Name                 Updated/
        Directors             Directors                                                                                                       Number
Private           Directors                                                                                                                                Source
                                                                Hugh W. Mohler serves as chairman,             In July 2004, Bay National
                                                              president, and chief executive officer. He      Bank began paying directors
                                                                 has been a director of Bay National             who are not officers or
                                                                  Corporation since June 1999 and a            employees of Bay National
                                                                 director of Bay National Bank since          Corporation or Bay National
                                                                April 2000. Mr. Mohler has 36 years          Bank (e.g., all directors other
                                                                  experience in the financial services       than Mr. Mohler) (―Qualified
                                                               industry, holding positions in executive         Directors‖) $200 for each
                                                                management, commercial lending and            attended regularly scheduled
                                                                business development. From 1977 to              meeting and each special
                                                                1999, Mr. Mohler was affiliated with             meeting of the Board of
                                                                 Mercantile Bankshares Corporation,             Directors of Bay National
                                                                which is headquartered in Baltimore,            Bank, and $150 for each
                                                                  Maryland, most recently serving as          attended regularly scheduled
                                   61/ Director since 1999/          executive vice president with              meeting and each special     Stephanie Ambrose/ Ellen                  2007 Proxy
Public   15   0   Hugh W. Mohler                                                                                                                                        410-277-2857
                                        Expires 2009          responsibility for 20 community banks in       meeting of a committee of the             Fish                              Report
                                                                a three-state area. For 17 years, from          Board of Directors of Bay
                                                                   1977 to 1994, he was president of        National Bank. In addition, the
                                                               Mercantile‘s Salisbury, Maryland-based             chair of the Executive
                                                                 affiliate, Peninsula Bank, the largest     Committee and the chair of the
                                                                  financial institution on Maryland‘s       Audit Committee of the Board
                                                                 Eastern Shore. Earlier he was a vice         of Directors of Bay National
                                                               president in commercial lending at First       Bank received an additional
                                                               National Bank of Maryland. A native of            $100 for each attended
                                                                   Baltimore, Mr. Mohler earned his           regularly scheduled meeting
                                                              undergraduate degree in economics from            and each special meeting.
                                                                 Loyola College of Maryland and his            During 2004, Bay National
                                                              master of business administration degree          Bank paid (or accrued the
                                                              from the University of Baltimore. He is a      payment of) $23,250 for these
                                                               past president of the board of trustees of    meeting fees. On January 25,
                                                                                                            2005, the Board of Directors of
                                                                                                             Bay National Corporation and
                                                                                                             Bay National Bank adopted a
                                                                                                            formal Director Compensation
                                                                                                                   Policy. The Director
                                                                                                            Compensation Policy provides
                                                                                                                  for compensation for
                                                                                                               attendance at meetings and
                                                                                                             reimbursement of expenses in
                                                                                                             substantially the same manner
                                                                                                             as that paid from July 2004 to
                                                                                                               December 2004 except that
                                                                                                $100 for each attended
                                                                                             regularly scheduled meeting
                                                                                               and each special meeting.
                                                                                              During 2004, Bay National
                                                                                              Bank paid (or accrued the
                                                                                            payment of) $23,250 for these
                                                                                             meeting fees. On January 25,
                                             Mr. Gill has served as chairman of Curtis     2005, the Board of Directors of
                                             Engine, a Baltimore-based locally owned        Bay National Corporation and
                                             and operated provider of power solutions        Bay National Bank adopted a
                                               equipment, since January 31, 2006. In       formal Director Compensation
                                              2003, Mr. Gill formed Hoyt Capital, an              Policy. The Director
                                             investment firm that provides capital and     Compensation Policy provides
                                             business advising to start-up and existing          for compensation for
                                              enterprises. For sixteen years, he served       attendance at meetings and
                                              as CEO of AMERICOM, a provider of             reimbursement of expenses in
                                              cellular products and services. In 2000,      substantially the same manner
                                             AMERICOM was acquired by Solectron,            as that paid from July 2004 to
                                             a leader in the electronics manufacturing        December 2004 except that
                                             sector. Mr. Gill is an alumnus of Towson         Qualified Directors of Bay
                                             University where he received an honorary         National Bank will receive
                  56/ Director since 2006/
R. Michael Gill                                 Doctor of Humane Letters degree in          $300 for attended meetings of
                       Expires 2009
                                             1996. In May 2005, he received Towson          the Board of Directors instead
                                                University‘s Distinguished Alumnus               of $200. The Director
                                              Award. Prior to transferring to Towson          Compensation Policy also
                                               University, Mr. Gill attended Clemson          provides that the Board of
                                             University, which recently named him to        Directors or the compensation
                                              its President‘s Advisory Board. He also         committee of the Board of
                                             serves on the board of Corporate Printing     Directors of Bay National Bank
                                              Solutions. In 2004, Governor Robert L.          may authorize discretionary
                                              Ehrlich, Jr. appointed Mr. Gill to a five-         payments to Qualified
                                             year term on the Board of Regents of the           Directors as a result of
                                             University System of Maryland, a public          outstanding service by the
                                             system of higher education comprised of               Qualified Director.
                                                11 degree-granting and two research            Furthermore, the Director
                                                             institutions.                 Compensation Policy provides
                                                                                           that the policy may be changed
                                              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 holdings include
Donald G.      63/ Director since 2000/
                                             operations based in Texas, Florida,
McClure, Jr.        Expires 2009
                                             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-Wicomico
                  53/ Director since 2001/     Economic Development Corporation, a
Robert L. Moore                                board member of the Greater Salisbury
                       Expires 2009
                                                   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 the Green Hill Yacht &
                                               Country Club and a member and officer
                                                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 the Stonier
H. Victor Rieger,   69/ Director since 1999/
                                               School of Banking at Rutgers University.
       Jr.               Expires 2009
                                               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 decades ago after his honorable
William B.   65/ Director since 1999/
                                         discharge from the U.S. Navy. A native
 Rinnier          Expires 2010
                                           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 Association of Certified Public
 Edwin A.    57/ Director since 1999/
                                            Accountants, and is a member of the
Rommel III        Expires 2010
                                              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 Democratic
                                                     Central Committee.
                                        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 Companies. Mr. Stansbury is a
Henry H.    67/ Director since 1999/
                                              vice president and trustee of the
Stansbury        Expires 2010
                                        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 Decoy Maker and
                                          Ira Hudson and Family, Chincoteague
                                            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 November 1997, Mr. Trout
Kenneth H.   58/ Director since 1999/
                                             was employed by Signet Banking
  Trout           Expires 2010
                                        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.      63/ 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.
                                           Mr. Bounds is a retired executive who
                                         served from 1944 to 1969 as director of
                                          purchases and inventory for Symington
                                            Wayne Corporation, an international
                                        conglomerate headquartered in Salisbury,
                                         Maryland, which operated businesses in
                                            the United States and seven foreign
                                          countries. From 1969 to 1999, he was a
                                          vice president-investments for Morgan
                                            Stanley Dean Witter, working in the
                                             Salisbury, Maryland office of the
                                           investment banking firm. A native of
Charles E.   88/ Director since 1999/
                                        Salisbury, Maryland, Mr. Bounds is past
 Bounds           Expires 2008
                                           chairman of the Salvation Army Boys
                                        Club in Salisbury, Maryland, and headed
                                         the Salisbury, Maryland Salvation Army
                                        administrative board. He has also chaired
                                        fund raising efforts for the Boy Scouts of
                                        America, Delmarva District. Mr. Bounds
                                            was an original member of the Ward
                                             Foundation, which is a Salisbury,
                                        Maryland based non-profit organization,
                                           which operates The Ward Museum of
                                        Wildfowl Art. Mr. Bounds is an alumnus
                                                    of Beacom College.
                                          Mr. Gill is president and chief executive
                                          officer of the MacKenzie Companies, a
                                          Baltimore-based full-service commercial
                                           real estate firm comprising Mackenzie
                                          Commercial Real Estate Services, LLC,
                                            Mackenzie Management Corporation,
                                            MacKenzie Services Corporation and
                                          MacKenzie Contracting Company, LLC.
                                          Mr. Gill joined MacKenzie in 1977 and
                                            has served in his capacity as president
                                              since 1985. Mr. Gill serves also as
                                           executive vice president of MacKenzie
               54/ Director since 2003/
Gary T. Gill                              Properties, Inc., the managing partner of
                    Expires 2008
                                               over 35 partnerships of income-
                                             producing commercial properties. A
                                            native of Towson, Maryland, Mr. Gill
                                           received his Bachelor of Arts degree in
                                            Business Administration in 1974 from
                                            Towson University. Mr. Gill currently
                                                serves on the Baltimore County
                                             Economic Advisory Board, Towson
                                                University Stadium Committee,
                                             USLacrosse Foundation Board, and
                                           chairs the Towson University Board of
                                                            Visitors.
                                             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
                62/ Director since 1999/         Dickinson College of Carlisle,
John R. Lerch
                     Expires 2008               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
James P.   78/ Director since 2004/    Chairman and CEO. In 1998, O‘Conor,
O'Conor         Expires 2008           Piper & 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 in the
                            52/ Director since 2003/  auditing and tax departments of Ernst &
          Carl A.J. Wright
                                 Expires 2008          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 of the Catholic Charities
                                                       and Maryland Business for Responsive
Bay National Corporation’s Audit Committee members are William B. Rinnier, Chairman, James P. O’Conor, Edwin A. Rommel, III, 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 Edwin A. Rommel,
Bay National Corporation’s Compensation Committee members are Henry H. Stansbury, Chairman, Edwin A. Rommel, III and Carl A.J. Wright.
                                                                               BCSB BANKCORP, INC.
                                                                                4111 E. JOPPA ROAD,
                                                                                     SUITE 300
                                                                            BALTIMORE, MARYLAND 21236
                                                                               www.baltcosavings.com
                                                                                   (410) 668-8830
                      Number of                                                                                                                                                                   Last
Public or Number of                 Names of                                                                                                                                     N2K Contact
                       Female                     Age/Term/Expiration       Business Background Information              Board Compensation                   N2K Contact Name                  Updated/
 Private  Directors                 Directors                                                                                                                                      Number
                      Directors                                                                                                                                                                  Source

                                                                           HENRY V. KAHL is an Assessor          FEES. The Chairman of the Board of
                                                63/ Director since 1989/ Supervisor with the State of Maryland Directors receives a monthly retainer of Stephanie Ambrose/
 Public      8            0       Henry V. Kahl                                                                    $1,200 per month, and all other
                                                                                                                                                                                 410-277-2857   2007 Proxy
                                                     Expires 2008        Department of Assessments & Taxation                                               Ellen Fish
                                                                                in Baltimore, Maryland.        nonemployee directors receive $1,000 per
                                                                                                                   month. Each nonemployee director also
                                                                                                                    receives a fee of $400 per each regular
                                                                         P. LOUIS ROHE has been retired for            and special Board and committee
                                                                          approximately 11 years. Prior to his     meeting attended. Directors who serve as
                                                84/ Director since 1955/ retirement, Mr. Rohe was an attorney.     officers of the Company or the Bank do
                                  P. Louis Rohe                                                                    not receive additional compensation for
                                                     Expires 2008          He has been a director of the Bank
                                                                                                                           their service as directors.
                                                                             since its incorporation in 1955.
                                                                                Compensation Committee
                                                                         MICHAEL J. KLEIN is Vice President
                                                                           of Klein's Super Markets, a family
                                                                           owned chain of supermarkets, with
                                                                         locations throughout Harford County,
                                    Michael J.  51/ Director since 2001/    Maryland. Mr. Klein is also Vice
                                      Klein          Expires 2008        President and partner in 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
                                    William J.  60/ Director since 2002/
                                                                          Baltimore Gas & Electric Company,
                                   Kappauf, Jr.      Expires 2009
                                                                         Baltimore, 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, and its
Joseph J.   56/ Director since 2006/ successor, First Fidelity Bank from
Bouffard         Expires 2009          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, Inc. in
                            62/ Director since    Baltimore, Maryland. Mr. Cox also is
           H. Adrian Cox
                           1987/ Expires 2010     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
            William M.      61/ Director since       Company and Baltimore County
            Loughran       1991/ Expires 2010      Savings Bank, M.H.C. (the "MHC").
                                                     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
                                                  employed builder of residential homes
            Panzer, Jr.    1991/ Expires 2010
                                                                 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.
                      Number of
Public or Number of
                       Female     Names of Directors    Age/Term/Expiration
 Private  Directors
                      Directors




                                                          61/Director since
                                  Nolan D. Archibald
 Public      11           1                             1985/"until successor
                                       (insider)
                                                              elected"




                                                          69/Director since
                                  Norman R. Augustine   1997/"until successor
                                                              elected"
                      57/Director since
Barbara L. Bowles   1993/"until successor
                          elected"




                      62/Director since
M. Anthony Burns    2001/"until successor
                          elected"




                      60/Director since
George W. Buckley   2006/"until successor
                          elected"




                      56/Director since
  Kim B. Clark      2003/"until successor
                          elected"
                          58/Director since
Manuel A. Fernandez     1999/"until successor
                              elected"




                          64/Director since
Benjamin H. Griswold,
                        2001/"until successor
         IV
                              elected"
                         61/Director since
   Anthony Luiso       1988/"until successor
                             elected"




                     63/Director since 2005/
   Robert L. Ryan
                     "until successor elected"




                     65/Director 1990-2001,
   Mark H. Willes    re-elected in 2004/"until
                        successor elected"




The Audit Committee is currently composed of M. Anthony Burns (Chairman), Barbara L. Bo
The Compensation Committee is currently composed of Mark H. Willes (Chairman), George
The Corporate Governance Committee, which is currently composed of Manuel A. Fernande
The Finance Committee is currently composed of Norman R. Augustine (Chairman), George
     The Black and Decker, Corp.
        701 East Joppa Road
         Towson, MD 21286
            410-716-3900
            www.bdk.com
                                                                                                           N2K Contact
    Business Background Information                   Board Compensation           N2K Contact Name
                                                                                                             Number

 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 Home Products Division. HE
   was elected a Senior VP of Beatrice and            Non-management directors        Stephanie Ambrose/
                                                     receive an annual retainer of                         410-277-2857
 President of the Consumer and Commercial                                                Nancy Sloane
  Products Group. He left Beatrice and was       $195,000, consisting of shares of
    elected President and COO of Black &            common stock with a value of
  Decker in 1985 and CEO in 1986 and his             $97,500 under The Black &
   currently serving on the Chairman of the      Decker Non-Employee Directors
    Board since 1987. He also serves as a         Stock Plan (the ―Directors Stock
 director of Brunswick Corp. and Lockheed         Plan‖) and $97,500 in cash. The
                 Martin Corp.                    chairmen of the Audit Committee
                                                         and the Compensation
    After serving in various capacities w/           Committee each receives an
  Douglas Aircraft Co. and Vought Missiles        additional retainer of $20,000 in
      and Space Co., he joined the U.S.          cash, the chairmen of the Finance
 Department of Defense, where he served as          Committee and the Corporate
   Undersecretary of the Army. He joined            Governance Committee each
   Martin Marietta Corp., a predecessor of       receives an additional retainer of
  Lockheed Martin Corp., in 1977 as VP of              $10,000 in cash, and each
Aerospace Technical Operations and in 1988        member of the Audit Committee
he became Chairman of the Board and CEO.          other than the chairman receives
Following the merger of Martin Marietta and      an additional retainer of $10,000
    Lockheed Corp. in 1995, he served as         in cash. No separate meeting fees
   President and leader as Chairman of the            are paid. Directors have the
 Board and CEO; from 1997-1999 he was a           option to receive their cash fees
lecturer w/ the rank of Professor at Princeton    in shares of common stock or to
      University. He is also director of         defer all or a portion of their cash
   ConocoPhilips and Proctor & Gamble.               and stock fees in the form of
                                                    ―phantom shares.‖ A director
                                                 who elects to defer all or any part
                                                  of the cash portion of the annual
                                                  retainer in the form of phantom
                                                      shares will be credited with
                                                 shares of common stock having a
                                                   fair market value (as defined in
                                                   the Directors Stock Plan) equal
                                                   to 120% of the amount of cash
                                                                deferred.
                                              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 or a portion of their cash
                                                 and stock fees in the form of
                                                 ―phantom shares.‖ A director
 She had various positions at First National who elects to defer all or any part
  Bank of Chicago, including VP of Trust       of the cash portion of the annual
   Investments; from 1981-1984, she was        retainer in the form of phantom
    Assistant VP and director of investor         shares will be credited with
relations for Beatrice Co., Inc.; in 1984 she shares of common stock having a
   joined Kraft, Inc., where she served as      fair market value (as defined in
Corporate VP until 1989. She was President the Directors Stock Plan) equal
 and CEO and is currently Chairman of the       to 120% of the amount of cash
 Board and CEO of The Kenwood Group,                        deferred.
 Inc., an investment advisory firm that she
 founded in 1989. 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, and Chairman
  of the Board in 1985; he retired as CEO in
2000 and Chairman of 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 Senior Vice President in 1999, and
  became Executive Vice President in 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 integration of
   technology and competition in industry
   revolution, w/ a particular 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; from 1991 he served as
 President, Chairman of the Board, and CEO
of 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 became Senior Chairman, and upon
the acquisition of Bankers Trust by Deutsche
 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 International Multifoods Corp. and
              served as Chairman of the Board, President,
             and 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 1984. In April 1993, Mr. Ryan was
                named the senior vice president and chief
             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 and Commerce from 1967
              to 1971. Director of research and first vice
             president of the Philadelphia Federal 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.
composed of M. Anthony Burns (Chairman), Barbara L. Bowles, and, Robert L. Ryan.
currently composed of Mark H. Willes (Chairman), George W. Buckley, Benjamin H.
mittee, which is currently composed of Manuel A. Fernandez (Chairman), Barbara L. Bowles, Kim B. Clark, and Robert L. Ryan.
 ly composed of Norman R. Augustine (Chairman), George W. Buckley, M. Anthony Burns, and Anthony Luiso.
Last Updated/
   Source




 2007 Proxy
Robert L. Ryan.
                                                                               Saul Centers, Inc. 7501 Wisconsin
                                                                                      Avenue, Suite 1500
                                                                                Bethesda, Maryland 20814-6522
                                                                                        (301) 986-6200
                                                                                     www.saulcenters.com

                      Number of
Public or Number of                                                                                                                                                              N2K Contact
                       Female Names of Directors    Age/Term/Expiration               Background Information               Board Compensation           N2K Contact Name
 Private Directors                                                                                                                                                                 Number
                      Directors
                                                                                  President from 1993 to March 2003.
                                                                                 Senior Vice President and Secretary of
                                                                                  the B.F. Saul Real Estate Investment
                                                                               Trust from 1987 to 2003. Executive Vice
                                                    68/ Director since 2003/   President of the B.F. Saul Company from   Directors of the Company are Stephanie Ambrose/ Ellen
 Public      12           0      Philip D. Caraci                                                                                                                                410-277-2857
                                                         Expires 2009            1987 to 2003, with which he had been         currently paid an annual          Fish
                                                                                associated since 1972. President of B.F.retainer of $20,000 and a fee of
                                                                                 Saul Property Company from 1986 to          $1,200 for each Board or
                                                                                   2003. Trustee of the B.F. Saul Real   Committee meeting attended,
                                                                                        Estate Investment Trust.         and are annually awarded 200
                                                                                                                              shares of the Company‘s
                                                                                  President (1980 through 1996) and     Common Stock. The shares are
                                                                               Chairman of the Board of Trustees since       issued on the date of each
                                                                               1987 of the National Geographic Society, annual meeting of stockholders
                                   Gilbert M.       75/ Director since 1993/
                                                                                with which he has been associated since to each director serving on the
                                   Grosvenor             Expires 2009
                                                                                 1954. Director of Chevy Chase Bank,       Board of Directors as of the
                                                                                F.S.B.*, and a Trustee of the B.F. Saul    record date of such meeting,
                                                                                     Real Estate Investment Trust.          and transfer of the shares is
                                                                                                                            restricted for a period of 12
                                                                                                                          months following the date of
                                                                                                                          issue. For 2006, the directors
                                                                                                                              were awarded options to
                                                                                                                              purchase 2,500 shares of
                                                                                                                         Common Stock at an exercise
                                                                                                                             price of $40.35 per share,
                                                                                                                           representing the fair market
                                                                                                                              value of the Company‘s
                                                                                                                             Common Stock on May 1,
                                                                                                                          2006. Directors from outside
                                                                                                                        the Washington, D.C. area also
                                                                                                                             are reimbursed for out-of-
                                                                                                                         pocket expenses in connection
                                                                                                                               with their attendance at
                                                                                           annual meeting of stockholders
                                                                                            to each director serving on the
                                                                                              Board of Directors as of the
                                                                                              record date of such meeting,
                                                                                               and transfer of the shares is
                                                                                               restricted for a period of 12
                                                      Adjunct Professor Emeritus at          months following the date of
                                                Birmingham-Southern College from 1989        issue. For 2006, the directors
                                                      to 1999. Member of the Thrift              were awarded options to
                                                 Depositors‘ Protection Oversight Board          purchase 2,500 shares of
                                                  from 1990 until 1993. Vice Chairman       Common Stock at an exercise
Philip C. Jackson,   78/ Director since 1993/    and a Director of Central Bancshares of        price of $40.35 per share,
        Jr.               Expires 2009            the South (Compass Bancshares, Inc.)        representing the fair market
                                                from 1980 to 1989. Member of the Board           value of the Company‘s
                                                   of Governors of the Federal Reserve          Common Stock on May 1,
                                                  System from 1975 to 1978. Director of      2006. Directors from outside
                                                 Enterprise Products Partners GP* since    the Washington, D.C. area also
                                                                  2005.                         are reimbursed for out-of-
                                                    Managing Director of Navigant           pocket expenses in connection
                                                   Consulting, Inc. since 2005. Chief             with their attendance at
                                                    Financial Officer of J.E. Robert                     meetings.
                     50/ Director since 2002/
  David B. Kay                                  Companies from 2002 to 2005. Partner
                          Expires 2009
                                                with Arthur Andersen LLP 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 2001 to
General Paul X.      78/ Director since 1993/   2005. Commandant of the Marine Corps
    Kelley                Expires 2010          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.        77/ 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 Geographic Society.
                      64/ Director since 1993/
Patrick F. Noonan                                  Member of the Board of Advisors of
                           Expires 2010
                                                       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.
                      45/ Director since 1997/   Saul Real 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
                     74/ Director since 1993/
B. Francis Saul II                              Executive Officer of Chevy Chase Bank,
                          Expires 2008
                                                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
                     70/ Director since 2002/
John E. Chapoton                                  Vinson & Elkins L.L.P. from 1984 to
                          Expires 2008
                                                   2000. Director of Stancorp Financial
                                                                 Group*.
                                                 Of Counsel in the law firm of O‘Connor
                                                    & Hannan since 1986. Member of
   James W.          79/ Director since 1993/   Congress from 1969 to 1977. U.S. Chief
   Symington              Expires 2008          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
                               73/ Director since 1993/      Securities Corporation from 1975 to
            John R. Whitmore
                                    Expires 2008           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.


In 2006, Messrs. Kelley, Kay, Longsworth, Noonan and Symington, were, and they currently are, the members of the Audit Committee, with General Kelley serving as chairman.
In 2006, Messrs. Grosvenor and Jackson were, and they currently are, the members of the Nominating and Corporate Governance Committee with Mr. Grosvenor serving as chairman.
In 2006, Messrs. Grosvenor and Jackson were, and they currently are, the members of the Compensation Committee with Mr. Grosvenor serving as chairman.
In year 2006, Messrs. Caraci, Jackson, Saul II and Saul III, were, and they currently are, the members of the Executive Committee, with Mr. Saul II serving as chairman.
  Last
Updated/
 Source




2007 Proxy
  Report
ing as chairman.
nor serving as chairman.
                      Number of
Public or Number of
                       Female Names of Directors Age/Term/Expiration
 Private  Directors
                      Directors




                                 Mayo A. Shattuck,    52/Director since
 Public      11          2
                                       III           1999/Expire in 2007




                                                      60/Director since
                                 Yves C. Balmann
                                                     2003/Expire in 2007




                                                       41/Director since
                                 Douglas L. Becker
                                                     1999/Expires in 2007
                    66/Director since
 James T. Brady
                   1999/Expire in 2007




                     68/Director since
Edward A. Crooke
                   1999/Expires in 2007




                    53/Director since
James R. Curtiss
                   1999/Expire in 2007
  Freeman A.         56/Director since
 Hrabowski, III     1999/Expire in 2007




                     64/Director since
Nancy Lampton
                    1999/Expire in 2007




                     60/Director since
Robert J. Lawless
                    2002/Expire in 2007




                     67/Director since
Lynn M. Martin
                    2003/Expire in 2007
                       67/Director since
Michael D. Sullivan
                      1999/Expire in 2007




Executive Committee: Mr. Shattuck (Chairman), Crooke and Lawless
Audit Committee: Mr. Brady (Chairman), Crooke, and de Balmann.
Committee of Nuclear Power: Mr. Curtiss is Chairman, and Mr. Crooke, Ms. Lampton and Ms. Mar
Compensation Committee: Mr. Lawless is Chairman, and Messrs. Becker and Sullivan, Dr. Hrabow
Nominating and Corporate Governance Committee: Mr. Sullivan is Chairman, and Messrs. Becker
Constellation Energy Group, Inc. 750
 East Pratt Street       Baltimore,
              MD 21202
   http://www.constellation.com
           (410) 783-2800
                                                                                                         N2K Contact
   Business Background Information                  Board Compensation              N2K Contact Name
                                                                                                           Number

   Chairman of the Board of Constellation
 Energy since July 2002 and President and
   CFO since November 2001; he has also          Constellation Energy does not
 been Chairman of the Board of Baltimore           pay directors who are also
Gas and Electric Company since July 2002;          employees of Constellation
he was Global Head of Investment Banking          Energy or its subsidiaries for
  and Global Head of Private Banking for          their service as directors. In
   Deutsche Banc Alex. Brown from June           2005, non-employee directors       Stephanie Ambrose/
  1999 to October 2001, and held various              received the following                             410-277-2857
                                                                                        Ellen Fish
  officer positions during that period; from     compensation: $50,000 annual
1997 to June 1999, he was Vice Chairman             retainer, a $10,000 annual
 of Bankers Trust Corporation; he is also a     retainer for the audit committee
      director of Capital One Financial          chairman and a $5,000 annual
Corporation, Gap, Inc., the Edison Electric    retainer for each other committee
 Institute, the Nuclear Energy Institute and                 chairman,
 the Institute of Nuclear Power Operations.       common stock award with a
    Also chairman, President, and CEO.         value of approximately $50,000,
                                               which stock is subject to pro rata
 Co-Chairman of Bregal Investments since
                                               forfeiture if board service ceases
September 2002. He was Co-Chairman and
                                                 during the year, $1,250 fee for
  Co-CEO of Deutsche Banc Alex. Brown
                                                each regular or special Board of
from June 1999 to April 2001, and a Senior
                                                Directors or Board of Directors
 Advisor to Deutsche Bank AG from April
                                               committee meeting attended, and
 2001 to June 2003; he was Vice Chairman
                                                   reasonable travel expense.
  of Bankers Trust Co. from 1997 to June
 1999; he is also a director of ESI Group, a
   technology company based in France.

Chairman and CEO of Laureate Education,
 Inc. (formerly Sylvan Learning Systems,
     Inc.) since February 2000 and was
    President and Co-CEO of Laureate
   Education, Inc. from February 1991 to
   February 2000; he is also Founder and
 Principal of Sterling Capital Partners, an
  investment company; he is a director of
    Educate, 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, where he served
from 1995 to 1998; he 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, 2000, he also served as a
director, 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 Commission; he
 is also a director of 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, McCormick &
   Company, Inc., 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 company, Hardscuffle,
   Inc., since 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 President
  of McCormick & Company, 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
  Secretary of Labor from 1991 to 1993;
 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.
              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, he was Chairman of the
                Board of Golf 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.


ck (Chairman), Crooke and Lawless
airman), Crooke, and de Balmann.
. Curtiss is Chairman, and Mr. Crooke, Ms. Lampton and Ms. Martin are members.
awless is Chairman, and Messrs. Becker and Sullivan, Dr. Hrabowski and Ms. Martin are members.
nance Committee: Mr. Sullivan is Chairman, and Messrs. Becker and Lawless, Dr. Hrabowski and Ms. Martin are members.
  Last
 Updated




2007 Proxy
s.
                                                                          CONSTELLATION ENERGY
                                                                                 PARTNERS LLC
                                                                                111 Market Place
                                                                              Baltimore, MD 21202
                                                                                  410-470-5619
                                                                         http://www.constellationenerg
                                                                         ypartners.com/portal/site/cer/
                      Number of
Public or Number of               Names of
                       Female                  Age/Term/Expiration       Business Background Information
 Private  Directors               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.,
                                  Richard H.   54/ Director since 2006/ including Enterprise Products GP,
 Public      5            0
                                  Bachmann          Expires 2008             LLC, the general partner of
                                                                        Enterprise Products Partners L.P., a
                                                                          publicly traded midstream energy
                                                                         company, and EPE Holdings LLC,
                                                                        the general partner of Enterprise GP
                                                                           Holdings L.P., a publicly traded
                                                                        midstream energy company holding
                                                                        company. Mr. Bachmann also serves
                                                                          as President and Chief Executive
                                                                           Officer of the general partner of
                                                                           Duncan Energy Partners L.P., a
                                                                          publicly traded midstream energy
                                                                           company and also an affiliate of
                                                                                      EPCO Inc.
                                          Mr. Langdon currently is the
                                         President and Chief Executive
                                          Officer of Matris Exploration
                                           Company, a privately held
                                           exploration and production
                                        company. From 1997 until 2002,
                                       Mr. Langdon served as Executive
                                      Vice President and Chief Financial
                                         Officer of EEX Corporation, a
                                         publicly traded exploration and
                                        production company that merged
                                           with Newfield Exploration
                                      Company in 2002. Prior to that, Mr.
                                      Langdon held various positions with
Richard S.   57/ Director since 2006/
                                      the Pennzoil Companies from 1991
 Langdon          Expires 2008
                                       to 1996, including Executive Vice
                                            President—International
                                         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-
                55/ Director since 2006/
John N. Seitz                                 Chief Executive Officer until
                     Expires 2008
                                          September 2006. Prior to founding
                                                 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
                                          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
                40/ Director since 2006/
Felix J. Dawson                             Director—Portfolio Management
                     Expires 2008
                                          for 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 2006/ Managing Director—Finance and
           John R. Collins
                                  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
                                                   N2K Contact    Last
  Board Compensation       N2K Contact Name
                                                     Number      Updated




         For 2007, each
 independent manager will
     receive the following
       compensation: • A
     $40,000 annual cash
            retainer.
   • A common unit award
      under our long-term
incentive plan with a value
                              Stephanie Ambrose/
 of $75,000, such award to                         410-277-2857 2007 Proxy
                                  Ellen Fish
vest on March 1, 2008 and
  to be forfeited on a pro-
   rata basis if service as a
  manager terminates 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.
      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
    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.
    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 receive an
additional $10,000 annual
       cash retainer.
n and Langdon.

, and Messrs. Bachmann and Langdon.
                      Number of
Public or Number of                 Names of
                       Female                      Age/Term/Expiration
 Private  Directors                 Directors
                      Directors




                                   A. Kenneth      74/ Director since 1996/
 Public      7            4
                                    Nilsson             Expires 2008




                                                   52/ Director since 1981/
                                  Roberta Lipson
                                                        Expires 2008
  Elyse Beth      50/ Director since 1981/
  Silverberg           Expires 2008




                  50/ Director since 1984/
Lawrence Pemble
                       Expires 2008




   Julius Y.      77/ Director since 1996/
  Oestreicher          Expires 2008
                          Carol R.      58/ Director since 2000/
                          Kaufman            Expires 2008




                                        40/ Director sicne 2004/
                         Holli Harris
                                             Expires 2008




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
CHINDEX INTERNATIONAL, INC.
  7201 WISCONSIN AVENUE
 BETHESDA, MARYLAND 20814
www.chindex.com (301) 215-7777

                                                                                                               N2K Contact
 Business Background Information                 Board Compensation                       N2K Contact Name
                                                                                                                 Number

Mr. Nilsson has served as a Director of
the Company since January 1996 and
   the Chairman of the Board of the
   Company since October 2004.
    Mr. Nilsson formerly served as
President of Cooper Laboratories, Inc.;     Cash Compensation to Board Members:
President of Cooper Lasersonics, Inc.;      Effective October 1, 2006, each director
                                          who is not an employee of the Company is        Stephanie Ambrose/
Managing Director of Pfizer Taito Ltd.;                                                                        410-277-2857
                                                 paid, for serving on the Board of            Ellen Fish
 President of Max Factor, Japan; and      Directors, a retainer at the rate of $10,000
Chairman of the Monterey Institute of       per annum and an additional $2,500 for
  International Studies. Mr. Nilsson             each meeting of the Company‘s
   received a B.A. degree from the           stockholders attended, $1,000 for each
                                          meeting of the Board of Directors attended
 University of Southern California and
                                          and $750 for each meeting of a committee
an M.A. degree from the University of     of the Board of Directors attended. Equity
               California.                  Compensation to Board Members: The
                                            Company grants Restricted Stock to its
                                              outside directors on an annual basis.
 Ms. Lipson served as the Chairman of
                                                            During fiscal
the Board of Directors from 1981 until      2007, each outside director was granted
    2004 and has served as the Chief        3,000 shares of Restricted Stock. These
  Executive Officer since 1981. From      shares vest ratably at the first, second and
  1979 until founding the Company in          third anniversaries of the grant date.
                                          Other: Board members are reimbursed for
  1981, Ms. Lipson was employed in
                                          reasonable expenses in attending meetings
   China by Sobin Chemical, Inc., a       of the Board of Directors and for expenses
    worldwide trading company, as               incurred in connection with their
   Marketing Manager, coordinating        complying with our corporate governance
     marketing and sales of various           policies. The Company also provides
                                           directors‘ and officers‘ liability insurance
  equipment in China. Ms. Lipson was            and indemnity agreements for our
employed by Schering-Plough Corp. in                          directors.
  the area of product marketing until
   1979. Ms. Lipson received a B.A.
   degree in East Asian Studies from
   Brandeis University and an MBA
   degree from Columbia University
     Graduate School of Business.
    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 Ms. Lipson at
Sobin Chemical, Inc. 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 1993 to the
 present, Mr. Pemble 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 and business
law. Mr. 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 1995, she served as
              Vice 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 was a
              Financial Analyst with Amgen 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.


 Harris (Chair), Ms. Kaufman, Mr. Oestreicher and Mr. Nilsson
e are Mr. Oestreicher (Chair), Ms. Kaufman and Mr. Nilsson
ting committee are Mr. Nilsson (Chair) and Mr. Oestreicher
  Last
Updated/
 Source




2007 Proxy
                      Number of
Public or Number of                   Names of
                       Female                          Age/Term/Expiration
 Private  Directors                   Directors
                      Directors




                                                       60/ Since 1997/ Expires
 Public      8            1       Stewart Bainum Jr.
                                                                2008




                                                       66/ Since 2002/ Expires
                                   Ervin R. Shames
                                                                2008
                  48/ Since 2004/ Expires
Gordon A. Smith
                           2008




                  41/ Since 2004/ Expires
  Fiona Dias
                           2009




 Charles A.          56/ Since 1998/
Ledsinger, Jr.        Expires 2009




                     55/ Since 2000/
William L. Jews
                      Expires 2010
    John T.          67/Director since
   Schwieters       2005/Expires 2010




                     67/Director since
David C. Sullivan   March 2006/Expires
                           2010




Compensation Committee: Ervin R. Shames (Chairman), David C. Sullivan, Gordon A. Smi
Audit Committee: David C. Sullivan, Ervin R. Shames, John T. Schwieters (Chairman)
Nominating and Corporate Governance Committee: Ervin R. Shames, Fiona Dias, John T.
Diversity Committee: Fiona Dias (Chair), Gordon A. Smith, William L. Jews
  Choice Hotels International, Inc. 10750
  Columbia Pike Silver Spring, MD 20901
  www.choicehotels.com (888) 770-6800



      Business Background Information                        Board Compensation                           N2K Contact Name

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 September 2001. From                                                            Stephanie Ambrose/ Ellen
March 1987 to September 1998, he was Chairman                                                                     Fish
 and Chief Executive Officer of the former Manor
                                                     · An annual retainer of restricted stock with a
Care, Inc. (now known as Manor Care of America,       fair market value of $80,000, which vests in
  Inc.) He served as President of Manor Care of      three annual installments beginning one year
   America, Inc. and Cheif Executive Officer of       after the grant date. · $2,000 for each Board
   ManorCare Health Services, Inc. from March          or committee meeting attended in person;
                                                     $1,000 for each committee meeting attended
1987 to September 1998, and as Vice Chairman of
                                                                       telephonically.
  Manor Care of America, Inc. from June 1982 to         · $3,000 for the chair of each committee
                   March 1987.                         meeting chaired in person, $1,500 for each
                                                       committee meeting chaired telephonically.
       Since January 1995, Mr. Shames is an          · $1,000 for the lead independent director for
independent management consultant to consumer       each meeting chaired by the lead independent
   goods and services companies, advising on                               director.
                                                          · $5,000 annual retainer for the Audit
management and marketing strategy. Since 1996
                                                                   Committee chairman.
    he has been a Lecturer at the University of      · A restricted stock grant at the time of his or
 Virginia's Darden Graduate School of Business.      her initial election with a fair market value of
   From December 1993 to January 1995, Mr.                $50,000, which vests in three annual
 Shames served as the Chief Executive Officer of                         installments
                                                         beginning one year after the grant date.
    Borden, Inc. and was President and Chief
                                                    · Expenses of attending Board and Committee
Operating Officer of Borden, nc. from July 1993                           meetings.
until Devember 1993. He served as President and
       Chief 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 prior
    positions include serving as Executive Vice
President of Operations 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 2000; Vice President,
Marketing & 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 February 1998; Senior Vice President 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.

 He has served as President and Chief Executive
 Officer of CareFirst, Inc. since 1998; President
  and Chief Executive Officer of Blue Cross and
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-
               Atlantic region 1989 to 2000; head of 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 2003; Executive Vice President and
                Chief Operating Officer for Promus 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.

 vin R. Shames (Chairman), David C. Sullivan, Gordon A. Smith
ullivan, Ervin R. Shames, John T. Schwieters (Chairman)
overnance Committee: Ervin R. Shames, Fiona Dias, John T. Schwieters (Chairman)
ias (Chair), Gordon A. Smith, William L. Jews
N2K Contact    Last Updated/
  Number          Source




410-277-2857    2007 Proxy
                      Number of
Public or Number of                  Names of
                       Female                          Age/Term/Expiration
 Private  Directors                  Directors
                      Directors




                                                         63/Director since
 Public      9            2       Patrick H. Nettles
                                                       2001/Expires in 2010




                                                         46/Director since
                                   Gary B. Smith
                                                       2000/Expires in 2008




                                     Stephen P.          65/Director since
                                    Bradley, PhD       1998/Expires in 2009
                        68/Director
Harvey B. Cash     since1994/Expires in
                           2008




                  55/ Director since 2006/
Bruce L. Clafin
                       Expires 2009




                    53/Director since
Lawton W. Fitt
                  2000/Expires in 2010




  Judith M.         56/Director since
   O'Brien        2000/Expires in 2008
   Michael J.        56/Director since
    Rowny          2004/Expires in 2010




                     65/Director since
Gerald H. Taylor
                   2000/Expires in 2009




Audit Committee: Stephen P. Bradley, Ph.D., Bruce L. Claflin, Lawton W. Fitt (Chairperson),
Compensation Committee: Harvey B. Cash, Judith M. O'Brien (Chairperson), Gerald H. Tayl
Governance and Nominations Committee: Stephen P. Bradley, Ph.D., Harvey B. Cash (Chai
    CIENA Corp. 1201 Winterson Road
       Linthicum, Maryland 21090
     www.ciena.com (410) 865-4999


      Business Background Information                 Board Compensation             N2K Contact Name


    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 serves as a Trustee for the   Annual Retainer for Each Non-
    California Institute of Technology and also      Employee Director 2006 -        Stephanie Ambrose/
serves on the Advisory Board to the President at      $20,000: 2007 - $25,000            Ellen Fish
 Georgia Institute of Technology; he also serves Additional Lead Outside Director
        on the board of directors of Axcelis      Retainer 2006 - $7,500: 2007 -
  Technologies, Inc., Carrius Technologies, Inc.               $7,500
         and The Progressive Corporation.          Audit Committee Chairperson
                                                  Retainer 2006 - $7,500: 2007 -
   He has served as Ciena‘s President and CEO                 $20,000
  since May 2001; served as President and COO      Other Committee Chairperson
    from October 2000 to May 2001; served as         Retainer — 2007 - $7,500
     Ciena‘s Senior Vice President, COO from     Board Meeting Attendance 2006 -
  August 1999 to October 2000, as Senior Vice          $1,500: 2007 - $1,500
   President, Worldwide Sales from September         Board Meeting Attendance
 1998 to August 1999, and was previously Vice       (telephonic) — 2007 - $500
   President of International Sales upon joining     Audit Committee Meeting
Ciena in November 1997; he currently serves on     Attendance (in person) 2006 -
 the board of directors for CommVault Systems,     $3,000 (Chairperson): 2007 -
 Inc. and the American Electronics Association,         $2,000 (Chairperson)
and also serves as a commissioner for the Global 2006 - $2,000 (other directors):
      Information Infrastructure Commission.      2007 - $2,000 (other directors)
                                                     Other Committee Meeting
He is the William Ziegler Professor of Business    Attendance (in person) 2006 -
   Administration and teaches Competitive and      $1,500 (Chairperson): 2007 -
        Corporate Strategy in the Advanced              $1,000 (Chairperson)
  Management Program at the Harvard Business      2006 - $1,000 (other directors):
  School; a member of the Harvard faculty since   2007 - $1,000 (other directors)
      1968, he is also Chairman of Harvard‘s           All Committee Meeting
Executive Program in Competition and Strategy:    Attendance (telephonic) 2006 -
Building and Sustaining Competitive Advantage;           $500: 2007 - $500
 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; serves on the board of
   directors of i2 Technologies Inc., Silicon
  Laboratories, 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. Claflin also worked for 22 years at IBM,
   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 banker with Goldman
 Sachs & Co. from 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
 corporate finance, mergers and 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 President and CEO of MCI‘s
                    International 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 stage technology
               companies, since 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.


 . Bradley, Ph.D., Bruce L. Claflin, Lawton W. Fitt (Chairperson), Michael J. Rowny
Harvey B. Cash, Judith M. O'Brien (Chairperson), Gerald H. Taylor
ns Committee: Stephen P. Bradley, Ph.D., Harvey B. Cash (Chairperson), Judith M. O'Brien
N2K Contact    Last
  Number      Updated




410-277-2857 2007 Proxy
                                                                             CELSION CORPORATION 10220-L
                                                                              Old Columbia Rd Columbia, MD
                                                                             21046-2364 www.celsion.com (410)
                                                                                         290-5390

Public                Number of
          Number of                                                                                                                                     N2K Contact
  or                   Female     Names of Directors   Age/Term/Expiration        Background Information        Board Compensation   N2K Contact Name
          Directors                                                                                                                                       Number
Private               Directors
                                                              Mr. Weaver was appointed Senior Vice
                                                             President and Chief Financial Officer of             During the year ended
                                                              Sirna Therapeutics, Inc on February 13,          December 31, 2006, each
                                                              2006. From 2002 to 2005 he was Vice            director who was not also an
                                                               President, Chief Financial Officer and            officer of the Company
                                                                Secretary of Nastech Pharmaceutical               received annual cash
                                                             Company Inc. (NASDAQ: NSTK). Prior            compensation in the amount of
                                                             to joining Nastech, Mr. Weaver held the       $25,000 payable quarterly, and
                                                                positions of Vice President, Strategic          an additional $1,000 for
                                                               Development, and Vice President and          attendance at special meetings
                                                             Chief Financial Officer of Ilex Oncology,      of the Board of Directors and
                                                                      Inc., an oncology-focused            each meeting of a committee of
                                                              biopharmaceutical company from 1999          the Board of Directors that was
                                  51/ Director since 2005/     to 2002. During his tenure at Ilex, Mr.      not held in conjunction with a Stephanie Ambrose/ Ellen
Public   7   0   Gregory Weaver                                  Weaver was involved in a series of             meeting of the Board of                               410-277-2857
                                       Expires 2008                                                                                                  Fish
                                                                strategic financings and acquisitions.          Directors. In addition, on
                                                               Prior to Ilex, Mr. Weaver held several       March 15, 2006 the Company
                                                              senior financial management positions,       issued 6,127 shares of common
                                                                 including Vice President and Chief         stock to Dr. Link as a retainer
                                                             Financial Officer of Prism Technologies,      for his services as Chairman of
                                                                a medical device company, and Chief         the Board of Directors for the
                                                             Financial Officer of a division of Fidelity   fiscal year ended December 31,
                                                              Capital. Mr. Weaver received a B.A. in        2006 and a cash allowance of
                                                               accounting from Trinity University in        $25,000 to cover his expenses
                                                               San Antonio, Texas, and an M.B.A. in           as Chairman of the Board of
                                                               finance from Boston College. He also            Directors. Each other non-
                                                               served in the United States Air Force.              executive director is
                                                             Mr. Weaver received his Certified Public          reimbursed for his out-of-
                                                                     Accountant license in 1985.                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 Committee
                                                                                                             received an additional annual
                                                                                                                    cash fee of $5,000.
                                                                                                            Additionally, during 2005, Dr.
                                                                                                           Pace was paid a fee of $11,250
                                                                                                               and reimbursed for out-of-
                                                                                            $25,000 to cover his expenses
                                                                                              as Chairman of the Board of
                                                                                               Directors. Each other non-
                                                                                                   executive director is
                                                                                               reimbursed for his out-of-
                                                                                                pocket costs of attending
                                                    Dr. Chow has served as the Chief            meetings of the Board of
                                                   Executive Officer of Harmony Asset      Directors and of committees of
                                                   Limited since 1996, a publicly listed         the Board of Directors.
                                                   investment company specializing in       Additionally, the Chairman of
                                                China and Hong Kong. He also serves as      the Audit Committee received
                                                  the Chief Executive Officer of Pacific   an additional annual cash fee of
                                                  Life Science Holdings Limited. From      $8,000 and the Chairman of the
                                                   1990-1998, Dr. Chow was the Chief           Compensation Committee
                                                   Executive Officer of Allied Group of      received an additional annual
                                                Companies based in Hong Kong. Prior to              cash fee of $5,000.
                                                 this, Dr. Chow held increasingly senior    Additionally, during 2005, Dr.
                                                  positions with Brunswick Corporation     Pace was paid a fee of $11,250
                                                 and Outboard Marine Corporation. Dr.          and reimbursed for out-of-
                     54/ Director since 2007/                                                 pocket expenses incurred as
Dr. Augustine Chow                              Chow has held numerous directorships of
                          Expires 2008                                                            Chairman of a Special
                                                     listed and non-listed companies,
                                                principally in Hong Kong, China and the        Committee of the Board of
                                                    UK. He has also participated and        Directors assigned to provide
                                                managed over fifty direct investments in        oversight and support for
                                                   China. Dr. Chow holds a M.Sc. from       management during the period
                                                   London Business School, a Ph.D. in       from October 6, 2006 through
                                                     Transfer of Technology from the            December 31, 2006. Dr.
                                                University of South Australia, a DBA in        Venkat, as a member of the
                                                 Internet Research from Southern Cross     Special Committee, was paid a
                                                University, and an Engineering Doctorate   fee of $25,500 and reimbursed
                                                     in Commercialization of Radical          for out-ofpocket expenses in
                                                 Innovation from the City University of     performing his responsibilities
                                                               Hong Kong.                  as a member of that committee.
                                                   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 of
                                               RTP Pharma and, from 2000 to 2002, Dr.
                   59/ Director since 2002 /   Pace was Chairman and Chief Executive
Dr. Gary W. Pace
                        Expires 2009           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 South
                                                      Wales and a Ph.D. from MIT.
                                             Since 2000, he has been Chief Executive
                                               Officer and Chairman of the Board of
                                               Sundari Enterprises, Inc. He has also
                                              been Chairman of the Board of Provid
                                                Pharmaceuticals, Inc. (since 2001),
                                                  Morphochem, Inc. (since 2000),
                                             Automated Cell, Inc. (since 2000), Thar
                                               Technologies, Inc. (since 2003), and
                                               Indus Biotech Private Limited (since
                                               2002), as well as a company based in
                                              Germany IEP, GmbH (since 1996). Dr.
                                              Venkat is a director of Genomics USA,
                                                 Inc., Strand Life Sciences Private
                                                   Limited, and Vice Chairman of
                  60/ Director since 2001/
Dr. Kris Venkat                                 Transvivo, Inc. and Omicia Inc. Dr.
                       Expires 2010
                                             Venkat is also a Senior Adviser to TVM
                                             Techno Venture Management, Germany.
                                                  From 1992 to 2000, he served as
                                                 Chairman of the Board and Chief
                                              Executive Officer of Phyton, Inc. and,
                                              from 1993 to 2000, as Chairman of the
                                                Board and Managing Director of its
                                                 wholly owned German subsidiary,
                                             Phyton, GmbH. From 1990 to 1991, Dr.
                                                  Venkat was President and Chief
                                              Executive Officer of Genmap, Inc. Dr.
                                                  Venkat is a Visiting Professor of
                                             Chemical and Biochemical Engineering
                                                 at Rutgers University. He has held
                                                 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 Songbird
                                                 Hearing, Inc. From 1996 to 1998 he was
                      55/ Director since 2007/
Michael H. Tardugno                                 Senior Vice President of Technical
                           Expires 2010
                                                 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. Olanoff was appointed President and
                                                 Chief Executive Officer in July 2005 and
                                                    elected to the Board of Directors in
                                                  August 2005. From 1995 to July 2005,
                                                 Dr. Olanoff was the senior Research and
                                                     Development executive for Forest
                                                    Laboratories Incorporated and was
                                                         appointed Executive Vice
                                                      President—Scientific Affairs on
                                                 November 30, 1998. From 1993 to 1995,
                      55/ Director since 2005/
Lawrence S. Olanoff                               Dr. Olanoff was Senior Vice President-
                           Expires 2009
                                                  Clinical Research and Development at
                                                 Sandoz Pharmaceutical Corporation. For
                                                 nine years prior thereto, Dr. Olanoff was
                                                   employed by The Upjohn Company,
                                                   where his last position was Corporate
                                                  Vice President—Clinical Development
                                                 and Medical Affairs. Dr. Olanoff holds a
                                                 Ph.D. degree in Biomedical Engineering
                                                   and M.D. degree from Case Western
                                                            Reserve University.
                                                            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 with Sandoz Pharma AG,
                                    66/ Director since         culminating in his appointment as
                Max E. Link
                                    1997/Expires 2010      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 Ph.D. in Economics from
                                                                  the University of St. Gallen
                                                                         (Switzerland).


Mr. Weaver (Chairman) and Drs. Link and Pace, 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) and Link currently comprise the Compensation Committee.
  Last
Updated/
 Source
2007 Proxy
  Report
                        Number of
Public or   Number of
                         Female Names of Directors       Age/Term/Expiration
 Private    Directors
                        Directors




                                                       59/ Director since inception/
 Public         9           0     Richard J. Morgan
                                                              Expires 2009




                                                         64/ Director since 2003/
                                  Robert R. Mitchell
                                                              Expires 2009
                           64/ Director since 2005/
  Jerome A. Watts
                                Expires 2008




                         66/ Director since inception/
  Lamont Thomas
                                Expires 2007




Edward B. Howlin,        70/ Director since inception/
       Jr.                      Expires 2007




Charles L. Hurtt, Jr.,     60/ Director since 2003/
       CPA                      Expires 2007
                        54/ Director since 2006/
George C. Shenk, Jr.
                             Expires 2009




Milton D. Jernigan,    52/Director since inception/
        II                    Expires 2008




John A. Richardson,     63/ Director since 2003/
        Sr.                  Expires 2008




The Audit Committee is currently comprised of Mr. Hurtt (Chairman) and Messrs. Mitchell a
The Company does not have a standing compensation committee.
The nominating committee consisting of all of the members of the Board of Directors who a
       CommerceFirst Bancorp, Inc.
        1804 West Street, Suite 200
        Annapolis, Maryland 21401
         www.commerce1st.com
              (410) 280-6695

           Background Information                          Board Compensation          N2K Contact Name

   Mr. Morgan is President and Chief Executive
        Officer of CommerceFirst Bank and
                                                        Directors of the Company and
  CommerceFirst Bancorp. From 1997 until July
                                                       Bank received compensation for
 1999, he was a cabinet level advisor to the Anne
                                                         membership on the Board or
  Arundel County Executive on issues relating to
                                                      attendance at Board or committee
the economy and economic development, and was
                                                      meetings in 2006. Directors of the
  President and Chief Executive Officer of Anne
                                                      Company and the Bank (excluding
   Arundel Economic Development Corporation.
                                                       Messrs Jernigan, II, Morgan and
     From 1990 to 1997, Mr. Morgan served as
                                                         Thomas) were paid $100 per
      President and Chief Executive Officer of
                                                       meeting attended, except for Mr.
  Annapolis National Bank. He has over 36 years
                                                          Hurtt, the Chair of the Audit
of banking and financial management experience.
                                                      Committee, who received $150 per
He held leadership roles in commercial lending at                                        Stephanie Ambrose/
                                                         meeting when serving in that
  Marine Midland Bank (now HSBC) from 1970                                                   Ellen Fish
                                                       capacity. The Company does not
  though 1977 and with Maryland National Bank
                                                          currently maintain any plans
  (now Bank of America) from 1977 to 1982. He
                                                       pursuant to which stock options,
  held the positions of Chief Financial Officer of
                                                        restricted stock or other equity
  Phillips Corporation and Toddson Corporation
                                                        based plans may be awarded to
  from 1982 to 1990. He has served on numerous
                                                       directors. The Company does not
 community boards, commissions and community
                                                       maintain any pension, retirement
  service groups, including as Board member and
                                                      or deferred compensation plans in
 Assistant Treasurer of the Anne Arundel Medical
                                                       which directors may participate.
 Center; Board member and past Chair of United
     Way of Anne Arundel County; Board and
  Executive Committee as well as 2004 and 2005
     Chair of the Annapolis and Anne Arundel
  Chamber of Commerce; Chair of the Chamber's
    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 local service and civic
  organizations, 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 September 2005 to
fill a vacancy in the class 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 Treasurer (chief
operating and financial officer) and as a director
 of Commerce Bank. 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 Concrete, Inc. In addition to real estate
    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 programs in Prince George's County. Mr.
     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. Shenk was appointed
             to the Board of 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, Maryland. He served as General
             Counsel to 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 Commerce.

                   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 partnerships located
               throughout Anne 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.

mprised of Mr. Hurtt (Chairman) and Messrs. Mitchell and Richardson.
ding compensation committee.
g of all of the members of the Board of Directors who are "independent directors" within the meaning of NASD Rule 4200(a)(15).
                 Last
N2K Contact
               Updated/
  Number
                Source




               2007 Proxy
410-296-3582
                 Report
g of NASD Rule 4200(a)(15).
                                                                              CARROLLTON BANCORP 344 North Charles
                                                                              Street, Suite 300 Baltimore, Maryland 21201
                                                                                       www.carrolltonbank.com
                                                                                             (410) 536-7386
            Number Number of
Public or                                                                                                                                                                                         N2K Contact
               of      Female Names of Directors Age/Term/Expiration                  Business Background Information                       Board Compensation               N2K Contact Name
 Private                                                                                                                                                                                            Number
            Directors Directors

                                                                            has served as a director of the Bank, since June 1994, Directors who are not employees of
                                                                           and of the Company since October 1995. Mr. Breeden the Bank received a monthly retainer
                                                   48/ Since 1994/ Expires       is currently a managing member of Security        fee of $1,000 for Board meetings and      Stephanie Ambrose/
 Public        13       0       Steven K. Breeden                                                                                    an additional $300 for attending the                         410-277-2857
                                                            2008                 Development LLC and related real estate and                                                     Ellen Fish
                                                                            development companies, a position he has held since    Board meeting, and between $200 and
                                                                                                     1980.                            $600 for each committee meeting
                                                                                                                                   attended. The Chairman of the Board
                                                                           He has served as a director of the Bank since February of the Bank received a monthly fee of
                                                                           2002 and of the Company since February 2002. Since          $1,450. Directors do not receive
                                                   55/ Since 2002/ Expires 1984, Mr. Hackerman has been Vice President of Ellin additional fees for their service as
                               Harold I. Hackerman
                                                            2008            & Tucker, a certified public accounting firm, and has directors of the Company. In addition,
                                                                              provided audit, accounting and consulting services     each non-employee director serving
                                                                                                  since 1973.                       on the board of directors on the date
                                                                           Klein has served as a director of the Bank since March        of the Annual Meeting of the
                                                                           1999 and of the Company since April 1999. Mr. Klein     Shareholders received, pursuant to the
                                                   48/ Since 1999/ Expires     has been Vice President and General Counsel for          1998 Plan, a grant of 630 stock
                                 Howard S. Klein
                                                            2008              Klein‘s Super Markets, a family operated chain of       options which vest in three equal
                                                                           seven full serve supermarkets and related development installments commencing on the first
                                                                                     and operating companies since 1987.                 anniversary of the grant date,
                                                                                                                                       assuming that the director is still
                                                                           Counselman has served as a director of the Bank since serving as director of the Company on
                                                                            April 1985 and of the Company since its inception in     such dates. The Directors Deferred
                                                                             1990. Mr. Counselman was elected Chairman of the Compensation Plan was frozen as of
                                    Albert R.      58/ Since 1985/ Expires Board of the Company in January 2002. He has been           1990. No new participants have
                                   Counselman               2009           President of Riggs, Counselman, Michaels & Downes, entered the Plan since 1990. These
                                                                             Inc., an insurance brokerage firm, since September     options have a maximum term of ten
                                                                            1987, and served in various executive positions with years and an exercise price that may
                                                                                   that firm from 1972 to September 1987.           not be less than 100% of the closing
                                                                                                                                   price of the common stock on the date
                                                                                                                                      of the grant. Directors options are
                                                                                                                                    included in the computation of share
                                                                                                                                          dilution. Options for 6,930
                                                                                                                                        shares were granted in 2006 to
                                                                                                     Compensation Plan was frozen as of
                                                                                                       1990. No new participants have
                                                                                                      entered the Plan since 1990. These
                                                                                                     options have a maximum term of ten
                                                                                                     years and an exercise price that may
                                                                                                     not be less than 100% of the closing
                                             has served as a director of the Bank since 1964 and of price of the common stock on the date
                     84/ Since 1964/ Expires the Company since its inception in 1990. He was, until of the grant. Directors options are
 John P. Hauswald                                                                                    included in the computation of share
                              2009               his retirement in October 1989, President of The
                                                                 Hauswald Bakery.                         dilution. Options for 6,930
                                             has served as a director of the Bank since March 1999,     shares were granted in 2006 to
                                                 and the Company since May 1999. He has been
                                             President and CEO of Eastern Sales & Engineering, an
                        50/ Since 1999/        electrical contracting and service maintenance firm,
David P. Hessler
                          Expires 2009       since 1987 and was Vice President from 1986 to 1987.
                                                Mr. Hessler has been Vice President of Advanced
                                                Petroleum 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,      80/ Since 1955/        1989 and a director since 1952, and was President
        Jr.              Expires 2009        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
                        58/ Since 2001/               appointment in 2001. He has been the
Robert J. Aumiller
                         Expires 2007           Executive Vice President and General Counsel of
                                               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 corporation, since
                      69/ Since 2001/
 Ben F. Mason                             August 2004. Prior to August 2004, Mr. Mason served
                       Expires 2007
                                              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 2001. He
Charles E. Moore,     57/ Since 2001/
                                             has been the Co-Founder, Director, President and
       Jr.             Expires 2007
                                           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
                     55/ Director since  management consulting firm. Under applicable law,
Francis X. Ryan
                    2007/ Expires 2009     since Mr. 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
                    66/ Director since applicable law, since Mr. Hermann was appointed as a
William L. Hermann
                   2006/ Expires 2008      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.
                        71/ Since 1970/           Mr. Rogers was senior title officer of The
John Paul Rogers
                         Expires 2007         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. Mason, Chairman, Aumiller, Breeden, Hackerman, and Moore.
The Nominating/Corporate Governance Committee is composed of Messrs. Hessler, Chairman, Breeden, and Moore.
  Last
Updated/
 Source




2007 Proxy
                      Number of
Public or Number of                   Names of
                       Female                         Age/Term/Expiration
 Private  Directors                   Directors
                      Directors




                                                      56/Director since 2003/
 Public      9            1       William G. Byrnes
                                                          Expires 2009




                                                        43/Director since
                                                          inception in
                                   John K. Delaney
                                                      2000/Chairman of the
                                                       Board/Expires 2009
    Sara L.        39/Director since 2004/
 Grootwassink          Expires 2009




                   49/Director since 2000/
Thomas F. Steyer
                       Expires 2009




   Andrew B.       45/Director since 2000/
    Fremder            Expires 2010




  Lawrence C.      60/ Director since 2007/
   Nussdorf             Expires 2010
                        Frederick W.    43/ Director since 2000/
                         Eubank, II          Expires 2008




                                           49/ Director since
                        Jason M. Fish   2000/Vice Chairman of
                                        the Board/Expires 2008




                                          37 Director since
                      Timothy M. Hurd
                                         2000/ Expires 2008




Our Audit Committee currently consists of William G. Byrnes, who serves as Chairman, Sara L. Grootwassink and L
resignation from the Board)
Our Compensation Committee currently consists of Timothy M. Hurd, who serves as Chairman, Tully M. Friedman a
Our Nominating and Corporate Governance Committee currently consists of Andrew B. Fremder, who serves as Ch
         CapitalSource, Inc.
        4445 Willard Avenue
             12th Floor
       Chevy Chase, MD 20815
       www.capitalsource.com
           (301) 841-2700
                                                                                                             N2K Contact
   Business Background Information                    Board Compensation                N2K Contact Name
                                                                                                               Number
                                                Directors of the Company who are
   Mr. Byrnes has been a private investor       also employees of the Company do
 since January 2001. From June 1999 until              not receive any additional
   September 2005, Mr. Byrnes served as            compensation for serving on the
   founder and Chairman of Pulpfree, dba           Board or any of its committees.
   BuzzMetrics. From January 2000 until             Non-employee directors each
 April 2000, Mr. Byrnes served as interim       receive an annual fee of $7,500 for
 CEO of Meditrust Corp. From June 1999           service on the Board. In addition,
 until December 2000, Mr. Byrnes was the        each non-employee director is paid
   Chairman and CEO of Inceiba, LLC, a         $1,000 for each Board meeting they
      start-up incubator. Mr. Byrnes was        attend. Each non-employee director
     previously a Distinguished Teaching        also receives an option to purchase     Stephanie Ambrose/
                                                                                                             410-277-2857
     Professor of Finance at Georgetown        15,000 shares of our common stock            Ellen Fish
     University‘s McDonough School of             upon their initial appointment or
Business from August 1988 to May 1999.            election to our Board and, on an
Mr. Byrnes served as a Managing Director          annual basis, each non-employee
  of Alex, Brown & Sons from July 1981              director receives an additional
until February 1998. Mr. Byrnes currently        option to purchase 1,000 shares of
  serves as non-executive Vice-Chairman        common stock, except that members
    and Lead Independent Director of the         of the Audit Committee receive an
Board of Sizeler Property Investors, a real     additional option to purchase 3,000
estate investment trust, and is on the Board      shares of common stock. The per
    of Regents of Georgetown University.           share exercise price of all of the
                                               options granted to our non-employee
    Mr. Delaney is a co-founder of the
                                                directors is equal to the fair market
  company and Chief Executive Officer.
                                                    value per share on the date the
 From inception until reorganization as a
                                                 option is granted. Non-employee
corporation, Mr. Delaney served as one of
                                                directors who serve on our audit or
two Executive Managers. From 1993 until
                                                       other committees receive
 its sale to Heller Financial in 1999, Mr.
                                                   compensation in addition to the
  Delaney was the co-founder, Chairman
                                                    compensation they receive for
and Chief Executive Officer of HealthCare
                                                service on our Board. All members
  Financial Partners, Inc., a provider of
                                                of our Audit Committee, other than
    commercial financing to small and
                                                      the chairperson, receive an
     medium-sized healthcare service
                                                   additional $20,000 per year for
                 companies.
                                                    service on the committee. The
                                                 chairperson receives an additional
                                                     $44,000 per year. All Audit
                                               Committee members also receive an
                                                  additional $2,000 for each Audit
                                               Committee meeting they attend. All
                                                members of any other committee of
                                                       our Board, other than the
                                               chairperson of a committee, receive
                                                $5,000 per year for each committee
                                                       on which they serve. The
                                               chairperson of each other committee
                                                   compensation they receive for
                                                service on our Board. All members
                                                of our Audit Committee, other than
                                                     the chairperson, receive an
                                                   additional $20,000 per year for
                                                   service on the committee. The
 Ms. Grootwassink has served as the Chief        chairperson receives an additional
   Financial Officer of Washington Real              $44,000 per year. All Audit
 Estate Investment Trust since May 2002,       Committee members also receive an
 after joining the Trust in December 2001         additional $2,000 for each Audit
as Managing Director, Finance and Capital      Committee meeting they attend. All
  Markets. From 1999 through 2001, Ms.          members of any other committee of
  Grootwassink served as Vice President,               our Board, other than the
     Finance and Investor Relations at          chairperson of a committee, receive
  Corporate Office Properties Trust and,        $5,000 per year for each committee
previously, as Equity Analyst at Johnston,             on which they serve. The
   Lemon & Co. Ms. Grootwassink is a           chairperson of each other committee
     member of the Strategic Planning               receives $7,500 per year. All
Committee of Washington Hospital Center         committee members also receive an
 and is a chartered financial analyst and a           additional $1,000 for each
         certified public accountant.          committee meeting they attend. Non-
                                                  employee directors may receive
 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 1986. Mr. Steyer is also
     a managing 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 Officer of
  Farallon until February 1, 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 1998.
     Also, since 1977 he has been 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. 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 in Wachovia‘s
               Specialized Industries 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. Mr.
               Fish was responsible for the real estate
                activities of and was involved in 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 capacities at Madison
              Dearborn Partners, LLC. Prior to joining
              Madison Dearborn Partners in 1996, Mr.
                   Hurd was a financial analyst with
                        Goldman, Sachs & Co.

 G. Byrnes, who serves as Chairman, Sara L. Grootwassink and Lawrence C. Nussdorf (appointed on March 2, 2007 upon Dennis P. Lockha

 f Timothy M. Hurd, who serves as Chairman, Tully M. Friedman and Thomas F. Steyer
mittee currently consists of Andrew B. Fremder, who serves as Chairman, Sara L. Grootwassink and Paul R. Wood.
  Last
Updated/
 Source




2007 Proxy
07 upon Dennis P. Lockhart’s
                      Number of
Public or Number of                  Names of
                       Female                        Age/Term/Expiration
 Private  Directors                  Directors
                      Directors




                                                     65/Director since 1987/
 Public      7            1       Michael R. Klein
                                                         Expires 2007




                                    Andrew C.        43/ Director since 1987/
                                     Florance             Expires 2007
                     64/ Director since 1995/
David Bonderman
                          Expires 2007




                     66/ Director since 1995/
Warren H. Haber
                          Expires 2007




                     67/ Director since 1999/
Josiah O. Low, III
                          Expires 2007
 Christopher J.    44/ Director since
   Nassetta       2002/ Expires 2007




  Catherine B.    49/ Director since
   Reynolds       204/ Expires 2007




Audit Committee: Warren H. Haber, Josiah O. Low, III, Catherine B. Reynolds
Compensation Committee: Michael R. Klein, David Bonderman, Warren H. Haber, Christoph
Nominating and Corporate Governance Committee: Michael R. Klein, Josiah O. Low, III, Chr
COSTAR GROUP, INC.2 Bethesda
Metro Center 10th Floor Bethesda,
 MD 20814 www.costar.com (301)
            215-8300
                                                                                                    N2K Contact
   Business Background Information              Board Compensation             N2K Contact Name
                                                                                                      Number

  Michael R. Klein has been the Chairman
of our Board of Directors since he and Mr.
  Florance founded the Company in 1987.
    He has been a partner of the law firm
   Wilmer Cutler Pickering Hale & Dorr,       Each director, other than the    Stephanie Ambrose/
LLP since 1974. Mr. Klein serves as Vice Chairman of the Board and any                              410-277-2857
                                                                                   Ellen Fish
   Chairman of the Board of Directors of      employee director, receives
   Perini Corporation and as a director of         $15,000 annually as
    SRA International, Inc. Chairman of       compensation for serving on
CoStar Group, Inc. Partner, Wilmer Cutler       the Company‘s Board of
         Pickering Hale & Dorr LLP.          Directors. Each director, other
                                            than the Chairman of the Board
Andrew C. Florance is one of our founders
                                               and any employee director,
  and has served as our President and as a
                                                receives $2,000 for each
    director since 1987 and as our Chief
                                                 meeting of the Board of
   Executive Officer since 1995. Prior to
                                            Directors attended in person or
founding the Company, Mr. Florance held
                                            by telephone. The Chairman of
 primary responsibility for developing the
                                            the Board of Directors receives
  first generation of software products for
                                                  $120,000 annually as
     Federal Filings, an SEC Form 13-D
                                              compensation for additional
tracking service, which was later acquired
                                             services that he is required to
   by Dow Jones. Mr. Florance was a co-
                                            perform in his role as chairman
     founder of a commercial real estate
                                            of the Company. Stock options
 information trade association (REI-NEX)
                                                        available.
 and served on its board of directors from
1993 to 1996. Mr. Florance also serves on
the Board of Trustees of The St. Andrews
 School. He received a B.A. in economics
     from Princeton University. CEO &
        President, CoStar Group, Inc.
David Bonderman is a founding partner of
Texas Pacific Group, a private equity firm
  that includes TPG Partners, L.P., TPG
  Partners II, L.P., TPG Partners III, L.P,
    and TPG Partners IV, L.P. He is an
  officer, director and shareholder of the
investment managers and general partners
 of such funds. Mr. Bonderman currently
   serves on the board of directors of the
following public companies: Ducati Motor
 Holding S.p.A.; Ryanair Holdings, plc, of
    which he is Chairman; and Gemplus
              International S.A.
      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. Haber is also
    Managing General 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 he most recently served as
 Managing 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
             Development Officer and in various 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 Marriott Corporation.

                  Catherine B. Reynolds has been the
                Chairman, Chief Executive Officer and
              President of EduCap, Inc. a not-for-profit
                  corporation that provides education
              financing, since 1989. In addition, she has
                been the Chairman and Chief Executive
                 Officer of The Catherine B. Reynolds
              Foundation since 2000. Prior to that, from
               1993 to 2000, she was the Chairman and
                    the founder of Servus Financial
                  Corporation. Ms. Reynolds currently
              serves on the board of directors of Zenith
                Insurance Company, and is a trustee for
                   both Vanderbilt University and the
               Kennedy Center for the Performing Arts.
                 Chairman, CEO & President, EduCap,
              Inc.; Chairman & CEO, The Catherine B.
                         Reynolds Foundation.


. Haber, Josiah O. Low, III, Catherine B. Reynolds
Michael R. Klein, David Bonderman, Warren H. Haber, Christopher J. Nassetta
Governance Committee: Michael R. Klein, Josiah O. Low, III, Christopher J. Nassetta
  Last
Updated/
 Source




2007 Proxy
                      Number of
Public or Number of
                       Female      Names of Directors     Age/Term/Expiration
 Private  Directors
                      Directors




                                                            41/Director since
 Public      11           1           Joel Ackerman
                                                          1999/Expires in 2008




                                  Emerson D. Farley, Jr., 68/Director since 1994/
                                         M.D.                Expires in 2008
                          64/Director since
Lawrence N. Kugelman
                        1992/Expires in 2008




                       52/Director since 2005/
    Dale B. Wolf
                          Expires in 2008
                       65/Director since 2004/
 L. Dale Crandall
                          Expires in 2007




                       58/Director since 1998/
Elizabeth E. Tallett
                          Expires in 2007
                         64/Director since
    Allen F. Wise
                       1996/Expires in 2007




                         62/Director since
John H. Austin, M.D.
                       1988/Expires in 2009




Rodman W. Moorhead,   63/ Director since
        III         1997/ Expires in 2009




                         55/ Director since
 Timothy T. Weglicki
                       2001/ Expires in 2009
                                                         42/Member since
                                   Daniel N. Mendelson
                                                         2005/Expire 2009




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. Weglick
The members of the Nominating/Corporate Governance Committee are Joel Ackerman (Chair), Daniel N. Mendelson and Timo
  COVENTRY HEALTH CARE 6705
    Rockledge Drive, Suite 900
    Bethesda, MD 20817-1850
   www.cvty.com 301-581-0600



   Business Background Information                    Board Compensation                 N2K Contact Name



He is a general partner of Warburg Pincus
& Co. and a Managing Director of Warburg
 Pincus LLC, where he has been employed
  since 1993. He is a director of Medical                                                Stephanie Ambrose/
Staffing Network Holdings, Inc., a leading                                                   Ellen Fish
 medical staffing company and provider of
per diem nurse staffing services, as well as
     several privately held companies.
                                                 Upon joining the Board, new non-
He became a Trustee serving on the Board          employee directors will receive a
    of Trustees of Fork Union Military             one-time initial grant of a non-
   Academy in April 2003. From 1998 to           qualified stock option to purchase
 December 2003, he served as a Trustee on          10,000 shares of common stock
   the Board of Trustees of First Baptist       vesting in equal amounts over four
Church of Ashland, Virginia. From 1972 to        years at an exercise price equal to
2002, Dr. Farley was engaged in the private    the closing market price on the date
practice of medicine in Richmond, Virginia        of grant. Compensation for non-
   and has been self-employed since July          employee directors elected to the
1997. From 1989 until September 1997, he           Board after January 1st will be
was the Medical Consultant for Signet Bank                     prorated.
   in Richmond, Virginia. From 1991 to              The Board approved the 2006
   March 2002, Dr. Farley was the Vice-          Program and an amendment to the
Chairman of Doctors Insurance Reciprocal         2004 Incentive Plan providing for
   Risk Retention Group (―DIR‖), which            awards to nonemployee directors
  provided medical malpractice insurance        (the ―Amendment‖), effective as of
  coverage to physicians. On January 31,         January 1, 2006. The stockholders
2003, DIR was placed in receivership, with         approved the Amendment at its
 DIR‘s consent, by the Chancery Court of          annual meeting held on May 18,
  Davidson County, Tennessee, due to the           2006. The Board set the annual
  financial instability of DIR‘s reinsurer,         compensation under the 2006
          Reciprocal of America.               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
                                               chair retainers, which are set forth in
                                                the table below. The non-employee
                                                     directors elected the form of
                                                   payment (cash, restricted stock,
                                                  stock options or deferred cash or
                                                  deferred stock units) prior to the
                                                effective date of the 2006 Program.
                                               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
      He has been a director of Arcadian
                                             as compensation for participation in
Management Services, Inc., a company that
                                             the Board‘s five regularly scheduled
      owns and manages rural health care
                                                 meetings and overall service as
 provider networks, since July 2001, and a
                                             director, but exclusive of committee
   director since October 2002 of Valeant
                                              and special Board meeting fees and
   Pharmaceuticals International (formerly
                                             chair retainers, which are set forth in
     ICN Pharmaceuticals, Inc.), a global,
                                              the table below. The non-employee
  research-based pharmaceutical company
                                                   directors elected the form of
that develops, manufactures, distributes and
                                                 payment (cash, restricted stock,
       sells pharmaceutical, research and
                                                stock options or deferred cash or
   diagnostic products. Since 2003, he has
                                                deferred stock units) prior to the
    been a Director of AccentCare, Inc., a
                                              effective date of the 2006 Program.
  company which provides in-home health
   care and support services. Since March
 2005 he has been a director of LABONE,
   Inc., a diagnostic services provider. Mr.
 Kugelman has been a private investor and
            business consultant since
 October 1996. Prior to that, Mr. Kugelman
    served as the Company‘s interim Chief
     Executive Officer and President from
  Chief Executive Officer of our Company
 since January 2005. Prior to that he served
                       as
 Executive Vice President, Chief Financial
Officer and Treasurer of our Company from
December 1996 to December 2004. He is a
      director and a member of the audit
committee of HealthExtras, Inc., a provider
 of pharmacy benefit 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 UnionBanCal, a bank holding
    company 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 Cox family of mutual funds.
 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
  Ellard Pharmaceuticals, Inc. and 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,
 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 October 1996 to
   December 2004. He is a director and a
  member of the audit committee of NCO
      Group, Inc., a provider of accounts
      receivable management and other
 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 health maintenance
    organizations, since 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 President
 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 Learning Corporation, a
 computer-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 Director of Alex. Brown &
 Sons, where 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 the not-for-profit
             sector. Prior to 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.



hair), L. Dale Crandall and Elizabeth E. Tallett.
(Chair), Rodman W. Moorhead, III and Timothy T. Weglicki.
are Joel Ackerman (Chair), Daniel N. Mendelson and Timothy T. Weglicki.
N2K Contact      Last
  Number        Updated




410-277-2857   Proxy 2007
                      Number of
Public or Number of                   Names of
                       Female                          Age/Term/Expiration
 Private  Directors                   Directors
                      Directors




                                     Thomas K.          61/ Director since
 Public      5            0
                                      Langbein         1980/Expires in 2007




                                                         50/Director since
                                  Stephen W. Everett   2000/Chairman of the
                                                       Board/Expires in 2007




                                                         64/Director since
                                  Robert W. Trause
                                                       1998/Expires in 2007




                                      Alexander          69/Director since
                                     Bienenstock       2001/Expires in 2007




                                                         67/Director since
                                  Peter D. Fischbein
                                                       2004/Expires in 2007



                      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. Fisc
Nominating and Corporate Governance Committee is comprised of Robert W. Trause, Alexander Bienenstock and
                   DIALYSIS CORPORATION OF AMERICA
                      1302 Concourse Drive, Suite 204
                        Linthicum, Maryland 21090
                              (410) 694-0500
                       www.dialysiscorporation.com


                         Business Background Information                           Board Compensation           N2K Contact Name

                                                                                      There are no standard
             He is Chairman of the Board and was CEO of the Company            arrangements for compensating
             until May 29, 2003. Mr. Langbein was the Chairman of the         directors for services as directors
             Board, CEO and President of Medicore, Inc., DCA‘s parent              or for participating on any
              Company until the merger of Medicore with and into DCA               committee. We reimburse        Stephanie Ambrose/
               on September 21, 2005. Mr. Langbein is President, sole           directors for travel and related      Ellen Fish
               shareholder and director of Todd & Company, Inc., an            out-of-pocket expenses incurred
             NASD member broker-dealer that is registered with the SEC.        in attending shareholder, board
                       Todd & Company is currently inactive.                   and committee meetings, which
                                                                               expenses have been minimal. In
             Mr. Everett has been involved in the healthcare industry for
                                                                              lieu of any cash compensation or
                over 26 years, primarily responsible for oversight, deal
                                                                              per-meeting fees to directors for
             structuring, physician recruitment and practice management
                                                                              acting as such, we have provided
                in the renal healthcare field. He joined the Company in
                                                                                 directors, among others, with
             November, 1998 as Vice President, became Executive Vice
                                                                                 options to purchase common
              President in June, 1999, President on March 1, 2000, and
                                                                              stock of the Company at exercise
                                 CEO on May 29, 2003
                                                                                   prices no less than the fair
             Mr. Trause is a senior commercial account specialist engaged        market value as of the date of
               in the marketing of commercial insurance specializing in           grant. We did not grant any
              property and casualty insurance sales to mid-to-large range     options to members of our board
             companies. He has been affiliated with an insurance agency             in 2005. See ―Beneficial
                               in New Jersey since 1991.                         Ownership of the Company‘s
                  Mr. Bienenstock is an attorney who has specialized in        Securities.‖ In February, 2005,
                securities and corporate matters for over 30 years. From       the Company provided director
                 September, 2000 through October, 2001 he was a legal         fees of $20,000 to each director,
                consultant with IDT Corp., a NYSE telecommunications           except to Thomas K. Langbein,
             Company. He had been affiliated with several law firms, and       who received a $100,000 fee in
               is currently a sole practitioner and real estate broker. Mr.      recognition of his services as
             Bienenstock‘s background includes having been an adjunct           Chairman of the Board, which
               assistant professor in accounting and management at New            fee continues each year Mr.
                York University, and, for approximately 10 years, Chief        Langbein retains the position as
             Attorney, Branch of Small Issues of the New York Regional             Chairman of the Board of
                                    Office of the SEC.                             Directors of the Company.
                                                                                 Stephen W. Everett, director,
             Mr. Fischbein is an attorney. He was a director of Medicore,
                                                                                President and CEO, received a
             a position he held since 1984, until its merger with DCA in
                                                                              $250,000 bonus for his efforts on
              September 2005. Mr. Fischbein was a director of Viragen,
                                                                               behalf of the Company and also
              Inc., a public Company and former subsidiary of Medicore
                                                                                received a salary increase. See
                                   from 1981 to 2002.
                                                                               below, ―Employment Contracts,

W. Trause, Alexander Bienenstock and Peter D. Fischbein.
 f Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
mittee is comprised of Robert W. Trause, Alexander Bienenstock and Peter D. Fischbein.
N2K Contact      Last
  Number        Updated




410-277-2857   Proxy 2007
                                                       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 retail developments
                                                        and mixed-use developments and a publicly traded
                             60/ Director since 2005/ company listed on the New York Stock Exchange.
           Maureen L. McAvey
                                  Expires 2007            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 holds two master‘s degrees,
                                                       one from the University of Minnesota and one from
Audit Committee is comprised of Daniel J. Altobello, W. Robert Grafton (Chair), Gilbert T. Ray, and Maureen L. McAvey.
Compensation Committee is comprised of three independent directors, 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).
                      Number of
Public or Number of
                       Female Names of Directors   Age/Term/Expiration
 Private  Directors
                      Directors




                                                   49/ Director since 2004/
 Public      7           0        Fuad El-Hibri
                                                        Expires 2010
                  55/ Director since 2005/
Jerome M. Hauer
                       Expires 2010
                    51/ Director since 2001/
Ronald B. Richard
                         Expires 2010




 Zsolt Harsanyi,    63/ Director since 2004/
      Ph.D.              Expires 2008
                     54/ Director since 2004/
Joseph M. Allbaugh
                          Expires 2009




                     40/ Director since 2005/
  Shahzad Malik
                          Expires 2009
            Louis W. Sullivan,   73/ Director since 2006/
                  M.D.                Expires 2008




The members of our audit committee are Dr. Harsanyi, Dr. Malik and Mr. Richard. Dr. Harsanyi chairs th
The members of our compensation committee are Dr. Harsanyi, Dr. Malik and Mr. Richard. Mr. Richard
The members of our nominating and corporate governance committee are Dr. Harsanyi and Mr. Richard
   EMERGENT BIOSOLUTIONS INC.
2273 RESEARCH BOULEVARD, SUITE
                 400
    ROCKVILLE, MARYLAND 20850
            301-795-1877
http://www.emergentbiosolutions.com/


                                                                                                      N2K Contact
     Business Background Information               Board Compensation            N2K Contact Name
                                                                                                        Number
   Mr. El-Hibri has served as chief executive
    officer and as chairman of our board of
directors since June 2004. Mr. El-Hibri served
 as president from March 2006 to April 2007.
 Mr. El-Hibri served as chief executive officer
   and chairman of the board of directors of
   BioPort Corporation from May 1998 until
 June 2004, when, as a result of our corporate         Under our director
   reorganization, BioPort became a wholly        compensation program, we
 owned subsidiary of Emergent BioSolutions.           pay each of our non-
     We subsequently renamed BioPort as         employee directors an annual
Emergent BioDefense Operations Lansing Inc.          retainer of $20,000 for
  Mr. El-Hibri served as chairman of Digicel      service as a director. Each
         Holdings, Ltd., a privately held        non-employee director also
telecommunications firm, from August 2000 to receives a fee for each board       Stephanie Ambrose/
                                                     and committee meeting                            410-277-2857
    October 2006. He served as president of                                          Ellen Fish
 Digicel from August 2000 to February 2005.     attended. The board meeting
  Mr. El-Hibri has served as chairman of East fee is $1,500 for attendance
West Resources Corporation, a venture capital        in person and $500 for
and financial consulting firm, since June 1990. attendance by telephone. The
He served as president of East West Resources audit committee meeting fee
from September 1990 to January 2004. Mr. El- is $1,500 for attendance in
  Hibri is a member of the board of trustees of       person and $500 for
 American University, a member of the board     attendance by telephone. The
  of directors of the International Biomedical     compensation committee
 Research Alliance, an academic joint venture      meeting fee is $1,000 for
  among the National Institutes of Health, or      attendance in person and
    NIH, Oxford University and Cambridge             $300 for attendance by
   University, and a member of the board of       telephone. The nominating
trustees of the National Health Museum, a non- and corporate governance
   profit institution developing a museum of       committee meeting fee is
                                                    $1,000 for attendance in
                                                      person and $300 for
                                                   attendance by telephone.
                                                   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
                                                committee receives an annual
                                                     retainer of $3,000. We
                                                      meeting fee is $1,000 for
                                                      attendance in person and
                                                        $300 for attendance by
                                                     telephone. The nominating
                                                      and corporate governance
                                                      committee meeting fee is
     Mr. Hauer has served as chief executive
                                                       $1,000 for attendance in
     officer of The Hauer Group, a consulting
                                                         person and $300 for
   services firm, since March 2006. Mr. Hauer
                                                      attendance by telephone.
 served as senior vice president and co-chair of
                                                      Each member of our audit
  the homeland security practice of Fleishman-
                                                        committee receives an
  Hillard Government Relations, a government
                                                    additional annual retainer of
   relations service firm, from January 2005 to
                                                    $5,000. Each member of our
     March 2006. Prior to joining Fleishman-
                                                      compensation committee
   Hillard, Mr. Hauer served as the director of
                                                   receives an additional annual
      Response to Disaster and Emergencies
                                                       retainer of $3,000. Each
 Institute and assistant professor at the George
                                                     member of our nominating
     Washington University School of Public
                                                      and corporate governance
    Health from November 2003 to December
                                                   committee receives an annual
    2004. Mr. Hauer served as acting assistant
                                                        retainer of $3,000. We
       secretary for public health emergency
                                                   reimburse our non-employee
preparedness of the U.S. Department of Health
                                                     directors for out-of-pocket
and Human Services, or HHS, from June 2002
                                                         expenses incurred in
to November 2003 and as director of the office
                                                   connection with attending our
   of public health preparedness of HHS from
                                                         board and committee
    May 2002 to June 2002. He also served as
                                                               meetings.
        managing director of the crisis and
     consequence management group at Kroll
      Associates, a risk consulting firm, from
   October 2000 to February 2002. Mr. Hauer
   served as the first director of the New York
        City Mayor‘s Office of Emergency
  Management under Mayor Rudolph Giuliani.
   He also served as the director of Emergency
  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
operating officer of In-Q-Tel, a venture capital
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 joint venture among the
   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. Harsanyi was vice president
     of corporate 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
transportation of the Oklahoma Department of
  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. Malik has served as a general partner of
   Advent Venture Partners, a venture capital
firm, since April 1999. Prior to joining Advent
Venture Partners, Dr. Malik spent two years at
  McKinsey & Company where he focused on
   healthcare and investment banking and six
 years as a practicing physician specializing in
  cardiology. Dr. Malik serves on the board of
   directors for several private biotechnology
 companies. Dr. Malik received his M.D. from
     Cambridge University and an M.A. in
       physiological sciences from Oxford
                    University.
              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,
                 Inc., a trustee of Morehouse School of
                 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.


Dr. Harsanyi, Dr. Malik and Mr. Richard. Dr. Harsanyi chairs the committee.
 ttee are Dr. Harsanyi, Dr. Malik and Mr. Richard. Mr. Richard chairs the committee.
orate governance committee are Dr. Harsanyi and Mr. Richard. Dr. Harsanyi chairs the committee.
  Last
 Updated




Proxy 2007
                      Number of
Public or Number of
                       Female Names of Trustees Age/Term/Expiration
 Private   Trustees
                       Trustees




                                                      80/Director since
 Public      10           0      Leonard L. Abel
                                                   inception/Expires 2008
    Leslie M.        64/Director since 2003/
 Alperstein, Ph.D.       Expires 2008




                       57/ Director since
Dudley C. Dworken
                       1999/Expires 2008
                      59/ Director since 2004/
 Michael T. Flynn
                           Expires 2008




                         77 Director since
Eugene F. Ford, Sr.
                      inception/ Expires 2008
                      66/Director since 2003/
Philip N. Margolius
                          Expires 2008




                         51/ Director since
  Ronald D. Paul
                      inception/ Expires 2008
                                         61/ Director since 2007/
                      Donald R. Rogers
                                              Expires 2008




                         Harvey M.       51/ Director since 2007/
                         Goodman              Expires 2008




                          Leland M.      44/Director since April
                          Weinstein        2005/Expires 2008




The Audit Committee of the Company is currently comprised of Mr. Dworken, the Chairman, and Messrs. Abel, Alpe
During most of 2006, the Company’s Board of Directors did not have a standing compensation committee. During 2
of Mr. Blitz, the Chairman, and Messrs. Abel, Dworken, Flynn, Murphy, Natovitz, Paul, Rogers and Weinstein.
The Board of Directors has a standing nominating committee, consisting of all of the members of the Board of Direc
Rule 4200.
            Eagle Bancorp, Inc.
      7815 Woodmont Avenue
     Bethesda, Maryland 20814
      www.eaglebankmd.com
           (301)-986-1800

                                                                                                     N2K Contact
  Business Background Information                 Board Compensation          N2K Contact Name
                                                                                                       Number
    Until retiring in 1993, Mr. Abel was
 partner-in-charge of the certified public
 accounting firm of Kershenbaum, Abel,
           Kernus and Wychulis,              During 2006, each non-employee
     Rockville,Maryland with which he           director of the Company and
served for forty-five years. From October        Bank, other than Mr. Abel,
1996, until resigning in September 1997,       received an annual retainer of
 Mr. Abel was a member of the Board of           $5,000 in cash ($7,500 if a
 Directors of F&M National Corporation         member of both the Bank and
       (NYSE) and its wholly owned             Company Board of Directors),
   subsidiary, F&M Bank- Allegiance,          plus a cash fee of $300 for each
   Bethesda, Maryland, and prior to that     meeting of the Board of Directors
    time was Chairman of the Board of          of the Company, the Board of
Allegiance Bank, N.A. (collectively with          Directors of the Bank or a    Stephanie Ambrose/
                                               committee of the Board of the                         410-277-2857
 F&M Bank - Allegiance, "Allegiance")                                               Ellen Fish
    and its holding company Allegiance         Company or the Bank attended
        Banc Corporation, from their         ($400 per meeting of a committee
   organization until their acquisition by         if serving as chair of the
 F&M National Corporation, which was         committee). Directors of both the
      subsequently acquired by BB&T              Company and the Bank are
   Corporation ("F&M"). Mr. Abel was             eligible to receive grants of
 also Chairman of the Board of Directors       options under the Company‘s
  of Central National Bank of Maryland        stock option plans, however, no
  from 1968 until its acquisition in 1986     options were issued to any non-
    by Citizens Bank of Maryland (now         employee directors in 2006, and
           SunTrust Banks, Inc.).            no expense related to prior grants
                                             was recognized in 2006. In 2006,
                                                 an aggregate of $88,850 in
                                              retainers and meeting fees were
                                              paid for service on the Board of
                                               Directors of the Company and
                                             $215,550 was paid for service on
                                                the Board of Directors of the
                                                  Bank. During 2007, non-
                                               employee directors, other than
                                              Mr. Abel, are entitled to receive
                                             an annual cash retainer of $5,000
                                               ($7,500 if serving on both the
                                                Company and Bank Board of
                                              Directors) and a per meeting fee
                                              of $300 ($400 if serving as chair
                                                of a committee). Fees paid to
                                                  members of the Board of
                                              Directors are determined by the
                                                    Board in its discretion.
                                              stock option plans, however, no
                                              options were issued to any non-
                                              employee directors in 2006, and
                                             no expense related to prior grants
                                             was recognized in 2006. In 2006,
                                                 an aggregate of $88,850 in
President of Washington Analysis, Corp.       retainers and meeting fees were
  and its predecessor firm, Washington        paid for service on the Board of
 Analysis LLC, a leading governmental          Directors of the Company and
   policy investment research group in       $215,550 was paid for service on
 Washington, D.C., since its inception in       the Board of Directors of the
    1973. He has served as Executive              Bank. During 2007, non-
   Managing Director and Director of           employee directors, other than
   Research of HSBC Securities, Inc.,         Mr. Abel, are entitled to receive
  Director of Economic and Investment        an annual cash retainer of $5,000
    Research for NatWest Securities,           ($7,500 if serving on both the
  Prudential Securities, Shields Model         Company and Bank Board of
Roland, Inc. and Legg Mason & Co. His        Directors) and a per meeting fee
  professional memberships include the       of $300 ($400 if serving as chair
    National Association of Business            of a committee). Fees paid to
  Economists, the National Economists             members of the Board of
  Club, and the Washington Society of         Directors are determined by the
Investment Analysts. Mr. Alperstein was            Board in its discretion.
 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 Banc Corporation from 1988
    until its 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 Financial, Inc., and
prior to that held 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. Ford is engaged in the business of
 property management and development
 with Mid-City Financial Corporation, an
   apartment developer, of which he was
 Chairman until 2005 and president until
 1996. He is Chairman of the Community
       Preservation and Development
Corporation, a non-profit organization in
the business of preserving public purpose
           housing complexes and
   providing social program support for
  residents thereof. Mid-City Financial is
    the largest owner of assisted living
     housing units in Maryland and the
 Washington metropolitan area. Mr. Ford
   has received numerous awards for his
  work in the housing development field.
Mr. Ford is the father of Eugene F. Ford,
         Jr., a director of the Bank.
       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 planning,
       probate, real estate, non-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
 Republic Properties Trust, a New 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 its Chairman from
                 2002 to 2003.
              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 of the Board of
            Directors of 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 Insurance
            Adjusters, and is a director 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.
                 Weinstein has been appointed to
                   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.

mprised of Mr. Dworken, the Chairman, and Messrs. Abel, Alperstein and Ford.
 ors did not have a standing compensation committee. During 2006, the Compensation Committee of the Bank, currently comprised
en, Flynn, Murphy, Natovitz, Paul, Rogers and Weinstein.
ommittee, consisting of all of the members of the Board of Directors who are "independent directors" within the meaning of NASD
 Source




2007 Proxy
nk, currently comprised

e meaning of NASD
                        Number of
Public or   Number of
                         Female Names of Directors   Age/Term/Expiration
 Private    Directors
                        Directors




                                                     61/ Director since 2001/
 Public         9           0      Frank T. Sample
                                                          Expires 2009
                      69/ Director since 2005/
 Stuart H. Altman
                           Expires 2009




                      51/ Director since 2000/
Michael G. Bronfein
                           Expires 2010
                     53/ Director since 1998/
Brian A. Rosenfeld
                          Expires 2010




                     62/ Director since 2005/
 Van R. Johnson
                          Expires 2010
                    53/ Director since 1998/
 John K. Clarke
                         Expires 2008




                    51/ Director since 2005/
Frances M. Keenan
                         Expires 2009




   Thomas G.        55/ Director since 2000/
   MicKinley             Expires 2008
                                             55/ Director since 2000/
                         Ralph C. Sabin
                                                  Expires 2008




   The Audit Committee of the Board of Directors is currently composed of three directors: Messrs. Sabin (Chair)
   committee and attended meetings until April 4, 2007, when he resigned from the committee as he no longer m
                                                                                     members.
The Compensation Committee currently is composed of three directors: Messrs. Clarke (chair), McKinley and Oak
The Nominating and Corporate Governance Committee currently is composed of three directors: Messrs. McKinle
Visicu, Inc.                         217
     East Redwood Street, Suite 1900
           Baltimore, MD 21202
              (410)-276-1960
             www.visicu.vom
                                                                                                       N2K Contact
           Background Information                     Board Compensation          N2K Contact Name
                                                                                                         Number

 From October 1997 until June 2001, Mr. Sample
 served as President and Chief Executive Officer
of VitalCom, a public wireless patient monitoring
     technology company. From June 2001 to
   September 2001, Mr. Sample served as Vice
     Chairman of Data Critical Corporation, a           For fiscal year 2006,
   healthcare focused wireless communications            each non-employee
  company, following its merger with VitalCom,       director received $1,000
   Inc. From December 1990 to July 1997, Mr.          for each Board meeting
                                                                                  Stephanie Ambrose/
 Sample served as President and Chief Executive      attended, and $1,000 for                          410-277-2857
                                                                                      Ellen Fish
  Officer of PHAMIS, Inc., a provider of patient      each committee meeting
   centered medical record information systems.            attended whether
 From August 1997 to October 1997, Mr. Sample        attendance was in-person
    served as Executive Vice President at IDX        or by telephone or video
    Systems Corporation, a leading provider of         conference). Directors
information technology to the healthcare industry,        who are employees
 following its merger with PHAMIS. Mr. Sample        receive no compensation
 holds a B.B.A. in Business Administration from          for their services as
            Cleveland State University.               directors. All directors,
                                                          however, received
                                                     reimbursement for out-of-
                                                       pocket expenses of the
                                                     directors associated with
                                                         attending Board and
                                                        committee meetings.
                                                         Prior to becoming a
                                                     public company on April
                                                       5, 2006, non-employee
                                                      directors did not receive
                                                       any cash compensation
                                                        for their services. All
                                                         directors, however,
                                                      received reimbursement
                                                           for out-of-pocket
                                                     expenses of the directors
                                                     associated with attending
                                                        Board and committee
                                                           meetings prior to
                                                          becoming a public
                                                               company.
                                                     or by telephone or video
                                                       conference). Directors
                                                          who are employees
                                                     receive no compensation
                                                         for their services as
                                                      directors. All directors,
   Dr. Altman has been a Professor of National            however, received
 Health Policy at The Heller School at Brandeis      reimbursement for out-of-
University since 1977. He served as Dean of The        pocket expenses of the
Heller School from September 1977 to June 1993       directors associated with
     and as Professor of Economics at Brown              attending Board and
   University from 1966 to 1970. In November            committee meetings.
  1997, Dr. Altman was appointed by President            Prior to becoming a
   Clinton to the Bipartisan Commission on the       public company on April
Future of Medicare. He was a four-term chairman        5, 2006, non-employee
 of the U.S. Congressional Prospective Payment        directors did not receive
Assessment Commission from 1983 to 1996 and            any cash compensation
 served as a senior member of the Clinton-Gore          for their services. All
 Health Policy Transition Group from November            directors, however,
1992 to January 1993. Since December 2001, Dr.        received reimbursement
  Altman has been a member of the Foundation               for out-of-pocket
Board of the Health Plan of New York, a not-for-     expenses of the directors
    profit health maintenance organization that      associated with attending
provides healthcare services and health insurance       Board and committee
coverage throughout the New York metropolitan              meetings prior to
area. Since December 2001, Dr. Altman has been            becoming a public
  a member of the board of directors of Lincare                company.
    Holdings Inc., a publicly-held provider of
   oxygen, home medical equipment and other
  respiratory therapy services. Since September
2002, Dr. Altman has also been a member of the
 Tufts-New England Medical Center, a not-for-
profit teaching hospital system. Dr. Altman holds
 Since November 1999, Mr. Bronfein has served
    as a Managing Partner of Sterling Venture
    Partners, L.P., a venture capital firm he co-
      founded that invests in expansion-stage
 healthcare, software, industrial technology and
    business services companies. In 1980, Mr.
 Bronfein co-founded NeighborCare, a specialty
distributor and provider to the long-term care and
   managed home care industries. He served as
     Chairman and Chief Executive Officer of
     NeighborCare until November 1999. Mr.
 Bronfein is a board member of VOCUS, Inc., a
  corporate communications software company.
 Mr. Bronfein received his Bachelor of Science
   degree in Accounting from the University of
 Baltimore and is a Certified Public Accountant.
Brian A. Rosenfeld, M.D. one of our co-founders,
 has served as our Executive Vice President and
    Chief Medical Officer since June 1998. Dr.
 Rosenfeld previously served as a Director from
 June 1998 until October 1999, from November
  2000 until December 2001, from January 2003
 until January 2004 and from January 2005 until
   January 2006. Dr. Rosenfeld is an intensivist
trained in internal medicine, pulmonary medicine
and anesthesiology. He has practiced critical care
 medicine for more than fifteen years and served
  as an adjunct Associate Professor at the Johns
 Hopkins Medical Institutions since April 1999.
  Prior to founding our company, Dr. Rosenfeld
was Medical Director of two critical care units at
  The Johns Hopkins Hospital. He was selected
Chief Resident while at Johns Hopkins during his


Van R. Johnson has served as the president of the
   Hartford Connecticut Mission and has been
   affiliated with the Church of Jesus Christ of
  Latter-Day Saints since July 2005. From May
 1995 to June 2005, he was the Chief Executive
    officer of Sutter Health, a non-profit health
system servicing northern California. Prior to this
period, he held various administrative positions in
   healthcare. Mr. Johnson earned a bachelor‘s
 degree in international relations and psychology
 from Brigham Young University and a master‘s
   degree in healthcare administration from the
              University of Minnesota.
  Since October 1997, Mr. Clarke has served as
  Managing General Partner of Cardinal Health
  Partners, a venture capital firm that he founded
   that specializes in healthcare and life science
  investments. Cardinal Health Partners was the
 founding venture investor of the company. Prior
to founding Cardinal Health Partners, Mr. Clarke
   served as a General Partner of DSV Partners,
   another venture capital firm, and for General
Electric Company in various sales and marketing
positions. Mr. Clarke is Chairman of the board of
   directors of Alnylam Pharmaceuticals, Inc., a
publicly-held biopharmaceutical company, and a
  member of the board of directors of Momenta
       Pharmaceuticals, Inc., a publicly-held
    biotechnology company. Mr. Clarke holds a
     Bachelor of Arts degree in Economics and
Biology from Harvard University and a Master of
      Business Administration degree from the
        Wharton School at the University of
                    Pennsylvania.
    Since 1987, Ms. Keenan has served as chief
     financial officer and the Vice President of
      Finance for the Abell Foundation, Inc., a
    nonprofit corporation that supports various
 charitable endeavors throughout Maryland. Ms.
   Keenan is a Certified Public Accountant and
       holds a Bachelor of Science Degree in
      Accounting from the University of North
              Carolina at Chapel Hill.
   Since 1982, Mr. McKinley has served as Co-
    President of Partech International, a global
    venture capital firm focused on information
 technology investments that he co-founded. Mr.
   McKinley holds a Bachelor of Arts degree in
Economics from Harvard University, a Master of
  Science degree in Accounting from New York
        University and a Master of Business
 Administration degree from Stanford University
           Graduate School of Business.
             Since September 1995, Mr. Sabin has served as a
               Managing Partner of Pacific Venture Group, a
             venture capital firm focused on investments in all
                sectors of the healthcare industry that he co-
                founded. Mr. Sabin was previously the Chief
             Financial Officer of Sonus Pharmaceuticals, Inc.
               and a Senior Partner with Ernst & Young. Mr.
             Sabin is a Certified Public Accountant and holds
             a Bachelor of Science degree in Accounting from
                     Loyola University of Los Angeles.



ntly composed of three directors: Messrs. Sabin (Chair) and Altman and Ms. Keenan. Mr. Bronfein was a member of this
hen he resigned from the committee as he no longer met our requirements regarding independence for Audit Committee
                            members.
 ee directors: Messrs. Clarke (chair), McKinley and Oakey.
rrently is composed of three directors: Messrs. McKinley (chair), Clarke and Oakey.
  Last
Updated/
 Source




2007 Proxy
                      Number of
Public or Number of                Names of
                       Female                   Age/Term/Expiration
 Private  Directors                Directors
                      Directors




                                  Michael M.    62/ Director since 2003/
 Public      8            1
                                   Tarnow            Expires 2009




                                                75/ Director since 2003/
                                  Ronald Cape
                                                     Expires 2009
                   71/ Director since 1996/
Donald S. Brooks
                        Expires 2007




                   60/ Director since 2004/
 James S. Burns
                        Expires 2008
                 50/ Director since 2003/
Dwight L. Bush
                      Expires 2007




  Jennie C.        59/ Director since
Hunter-Cevera     2001/ Expires 2008
                   56/ Director since
Peter S. Knight
                  2000/ Expires 2007




  Mark C. M.       44/ Director since
   Randall        1996/ Expires 2008




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)
          ENTREMED, INC.
      9640 Medical Center Drive
      Rockville, Maryland 20850
         www.entremed.com
           (240) 864-2600

                                                                                                           N2K Contact
   Business Background Information                   Board Compensation               N2K Contact Name
                                                                                                             Number
   Since 1995, Mr. Tarnow has been an            In fiscal year ending December
 advisor to and member of the boards of         31, 2006, Board members did not
  directors of several healthcare-related         receive cash compensation for
  organizations in the U.S., Canada and         their Board service. After review
 Europe, including Axcan Pharma. From                 of director compensation
1995-2000, he was President and CEO of              information provided by the
Boston-based Creative BioMolecules, Inc.            Compensation Committee‘s
Prior to 1995, he spent 22 years at Merck           independent consultant, and
                                                                                      Stephanie Ambrose/
 & Co., Inc., where he served in a wide          review of relevant market data,                           410-277-2857
                                                                                          Ellen Fish
  variety of positions including heading         on February 5, 2007, the Board
  corporate development, President and           approved the payment of annual
    CEO of Merck Frosst Canada and               cash retainers and meeting fees
   Executive Vice President of Merck-             beginning in fiscal year ending
  Medco. Mr. Tarnow received his J.D.               December 31, 2007. For the
  from the University of Illinois and his        fiscal year ended December 31,
   bachelor‘s degree from Wayne State           2007, members of the Board who
                University.                            are not employees of the
                                                 Company are entitled to receive
     He is the founder of Ronald Cape                 an annual cash retainer of
      Investment Management, LLC, a              $15,000, payable quarterly. The
consulting firm, and was the co-founder of       Director who serves as chair of
 Cetus Corporation, a genetic engineering       the Audit Committee will receive
 company, where he was Chairman of the            an additional $7,500 and each
  Board of Directors for 20 years until the        Director of the Compensation
company merged with Chiron Corporation           Committee and the Nominating
 in 1991. He was also a founding member              and Corporate Governance
       of the Industrial Biotechnology               Committee will receive an
    Association (now the Biotechnology             additional $5,000. Beginning
Industry Organization — BIO) and served               with the Annual Meeting,
as its President for three years. Since 199l,   nonemployee directors will have
 Dr. Cape has been an investor in the field       the option to receive shares of
 of biotechnology and a board member of           restricted stock in lieu of their
  many companies. He was the founding            annual cash retainer payment. If
       Chairman of Darwin Molecular               elected, the shares of restricted
    Corporation, which was later sold to           stock will be issued under the
 Chiroscience plc., and is Chairman and a           2001 Plan. In addition, each
     Director of Caprion, Inc., Ellipsis          Director will receive a $1,500
      Biotherapeutics Corporation, and            meeting fee for each regularly
   Neugenesis Corporation. He is also a          schedule Board meeting and for
 Director of Sunol Molecular Corporation              committee meeting with a
    and Neurobiological Technologies.               duration of thirty minutes or
                                                                more.
     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. Brooks was
 employed by Merck and 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 and a
  founding General Partner of 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 Chase Manhattan Bank in 1979. His
   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 and
 Development at Cetus 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 positions
              on the last four presidential 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 member of the
                 Cornell University Council and the
            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 Limited,
                  London, England, a wholly 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.

 Bush (Chair), Peter S. Knight, Mark C. M. Randall
Ronald Cape, Peter S. Knight, Mark C.M. Randall (Chairman)
ernance Committee: Ronald Cape, Peter S. Knight (Chair)
  Last
Updated/
 Source




2007 Proxy
                                                                       FOUNDATION COAL HOLDINGS, INC.
                                                                        999 Corporate Boulevard, Suite 300
                                                                        Linthicum Heights, MD 21090-2227
                                                                             www.foundationcoal.com
                                                                                 (410) 689-7500
Public Number Number of
                              Names of                                                                                                                                            N2K Contact
  or       of      Female                 Age/Term/Expiration                   Background Information                       Board Compensation              N2K Contact Name
                              Directors                                                                                                                                             Number
Private Directors Directors
                                                                     James F. Roberts is our Chairman of the board of
                                                                     directors, President and Chief Executive Officer.
                                                                              He was appointed to our board of
                                                                       directors in 2004. Prior to his current position,
                                                                         Mr. Roberts had been President and Chief
                                                                         Executive Officer of RAG American Coal
                                                                       Holding, Inc. since January 1999. Mr. Roberts
                                                                        was President of CoalARBED International
                              James F.    57/ Director since 2004/      Trading from 1981 to 1999, Chief Financial           Annual Retainer $40,000:        Stephanie Ambrose/
Public     8         0                                                                                                                                                            410-277-2857
                              Roberts          Expires 2008          Officer of Leckie Smokeless Coal Company from Chairman of the board of directors            Ellen Fish
                                                                       1977 to 1981 and Vice President of Finance at additional $10,000 annually: Lead
                                                                        Solar Fuel Company from 1974 to 1977. Mr.         independent director additional
                                                                        Roberts is a director of the National Mining          $10,000 annually: Audit
                                                                      Association, where he is also vice-chairman. In     committee chairman additional
                                                                      addition, Mr. Roberts is a director of the Center       $10,000 annually: Other
                                                                       for Energy and Economic Development and a          committee chairmen additional
                                                                         member of the executive committee of the          $2,500 annually: Per board of
                                                                                    National Coal Council.                  directors meeting additional
                                                                                                                          $1,500: Per committee meeting
                                                                                                                         additional $1,500: Initial equity
                                                                                                                                   compensation
                                                                                                                         3,000 shares of restricted stock:
                                                                                                                         (20% vest each December 31st):
                                                                                                                           Annual equity compensation:
                                                                                                                             1,500 shares of restricted
                                                                                                                         stock:(33% vest each December
                                                                                                                                       31st)
                                                                                                   independent director additional
                                                                                                       $10,000 annually: Audit
                                                                                                   committee chairman additional
                                                                                                       $10,000 annually: Other
                                                                                                   committee chairmen additional
                                                                                                    $2,500 annually: Per board of
                                                                                                     directors meeting additional
                                              He serves as Chairman of our audit committee
                                                                                                   $1,500: Per committee meeting
                                             and is our audit committee financial expert. Mr.
                                                                                                  additional $1,500: Initial equity
                                             Crowley is a certified public accountant and has
                                                                                                            compensation
                                                recently served as an independent business
                                                                                                  3,000 shares of restricted stock:
                                                 advisor to various companies. Prior to his
                                                                                                  (20% vest each December 31st):
                                            retirement in 2002, Mr. Crowley had a thirty-two
                                                                                                    Annual equity compensation:
                                             year career with Arthur Andersen LLP, of which
                                                                                                      1,500 shares of restricted
                                               16 years were in Baltimore, Maryland, most
  William J.     61/ Director since 2004/                                                         stock:(33% vest each December
                                              recently serving for seven years as Managing
 Crowley, Jr.         Expires 2008                                                                              31st)
                                               Partner of the 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
                 39/ Director since 2004/
David I. Foley                              investment activities in the energy industry. Prior
                      Expires 2008
                                                  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 as CSX
  P. Michael      60/ Director since 2005/     Transportation‘s Executive Vice President and
    Giftos             Expires 2008            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 joined
                  33/ Director since 2004/
Alex T. Krueger                                     in 1999. Prior to joining First Reserve
                       Expires 2008
                                              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
Joel Richards,   60/ Director since 2005/      2002. From 1990 through 1996 he served as
      III             Expires 2008                         Senior Vice President
                                            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 Mine and
                                          Vice President Operations, Kerr-McGee Coal
Robert C.   60/ Director since 2005/     Corporation. Mr. Scharp served as President of
 Scharp          Expires 2008            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 Chief Executive Officer
                                          until his departure in March 2003. That entity
                                                  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 1990.
  Thomas V.       62/ Director since 2006/        Prior to 1987, Mr. Shockley‘s experiences
 Shockley, III         Expires 2008           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 Board of Visitors at
                                                           Southwestern University.
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, Joel Richards, III, Thomas V. Shockley, III and P. Michael Giftos.
Our nominating and corporate governance committee currently consists of Joel Richards, III, William J. Crowley, Jr., P. Michael Giftos and Robert C. Scharp.
  Last
Updated/
 Source




2007 Proxy
  Report
                                                                       FTI Consulting, Inc. 900 Bestgate Road,
                                                                            Suite 100 Annapolis, Maryland
                                                                        www.fticonsulting.com (410) 951-4800


Public            Number of
        Number of                                                                                                                                                               N2K Contact    Last
  or               Female Names of Directors Age/Term/Expiration            Business Background Information                   Board Compensation          N2K Contact Name
        Directors                                                                                                                                                                 Number      Updated
Private           Directors

                                                                                                                         For the fiscal year ended December
                                                                           Since 2001, Mr. Berey has been Chief
                                                                                                                             31, 2006, directors who were
                                                                        Financial Officer and a director of Avendra,
                                                                                                                              eligible to receive directors‘
                                                                          LLC, a procurement company formed in
                                                 55/ Director Since                                                        compensation received an annual Stephanie Ambrose/
Public     10         1       Mark H. Berey                               2001 to serve the hospitality industry in                                                             410-277-2857 2007 Proxy
                                                2004/ Expires 2008                                                       retainer of $50,000. Directors who    Ellen Fish
                                                                        North America and the Caribbean. In 2004,
                                                                                                                                  serve as Chairs of the
                                                                          Mr. Berey also assumed the position of
                                                                                                                             Compensation Committee and
                                                                                       Executive Vic
                                                                                                                               Nominating and Corporate
                                                                                                                         Governance Committee receive an
                                                                           Mr. Crownover had a 30-year career with
                                                                                                                          additional $5,000 and the Chair of
                                                                       McKinsey & Company, Inc. when he retired in
                                                                                                                           the Audit Committee receives an
                                                                           1998. He headed McKinsey‘s Southwest
                                                                                                                         additional $10,000. At a director‘s
                                James W.      63/ Director since 2006/ practice for many years, and also co-headed the
                                                                                                                         election, the annual retainer may be
                                Crownover          Expires 2007         firm‘s worldwide energy practice. In addition,
                                                                                                                          paid in the form of cash or a stock
                                                                       he served as a member of McKinsey‘s Board of
                                                                                                                            option to purchase a number of
                                                                        Directors. Mr. Crownover also is Chairman of
                                                                                                                           shares of our common stock that
                                                                             Rice University‘s Board of Trustees.
                                                                                                                          has an equivalent aggregate value
                                                                                                                           to the applicable annual retainer
                                                                                                                             amount determined using the
                                                                                                                         valuation method and assumptions
                                                                                                                           in our latest periodic report filed
                                                                                                                           with the SEC. Each stock option
                                                                                                                            will have an exercise price per
                                                                                                                         share equal to the closing price per
                                                                                                                          share of our common stock on the
                                                                                                                         NYSE (or other principal securities
                                                                                                                           exchange on which our shares of
                                                                                                                           common stock are then listed) on
                                                                                                                           the award payment date. Annual
                                                                                                                            retainer payments paid in stock
                                                                                                                          options will be vested in full as of
                                                                                                                          the award payment date. All such
                                                                                                additional $10,000. At a director‘s
                                                                                                election, the annual retainer may be
                                                                                                 paid in the form of cash or a stock
                                                                                                   option to purchase a number of
                                                                                                  shares of our common stock that
                                                                                                 has an equivalent aggregate value
                                                Ms. Bacon has been President and CEO of           to the applicable annual retainer
                                              Brandywine Living, a company she co-founded           amount determined using the
                                                in 1996. From May 2003 to July 2004, Ms.        valuation method and assumptions
                                               Bacon was its President and Chief Operating        in our latest periodic report filed
                                              Officer. From 1989 to 1993, Ms. Bacon served        with the SEC. Each stock option
                                                  as Chief of Management and Planning, a           will have an exercise price per
                                                  cabinet-level position under New Jersey       share equal to the closing price per
                     56/ Director since 2006/
 Brenda J. Bacon                               Governor James J. Florio, where she oversaw       share of our common stock on the
                          Expires 2007
                                                 all health care and human services reform      NYSE (or other principal securities
                                              efforts and departments, and served as a senior     exchange on which our shares of
                                               advisor to the Governor. In addition, in 1993,    common stock are then listed) on
                                              Ms. Bacon spent several weeks in Washington         the award payment date. Annual
                                              on loan to the Presidential Transition Team for      retainer payments paid in stock
                                              the transition of the Department of Health and     options will be vested in full as of
                                                              Human Services.                    the award payment date. All such
                                                  Mr. Dunn has been our Chief Executive          stock options will have a ten-year
                                                Officer since October 1995. In May 2004,
                                                  he assumed the position of President, a
                     56/ Director since 1992/
Jack B. Dunn, IV                                 position he also held from October 1995
                          Expires 2008
                                                    to December 1998. He served as our
                                                  Chairman of the Board from December
                                                         1998 to October 2004. Fro
                                                 Since April 1997, Mr. Holthaus has been
                                                   President and Chief Executive Officer
                                                  of Williams Scotsman, Inc., the largest
                     57/ Director since 2004/
Gerard E. Holthaus                                   provider of mobile office space and
                          Expires 2008
                                                   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
                     64/ 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 S

                                                  Since October 2004, Mr. Shaughnessy
                                                  has been the executive Chairman of the
                                                 Board of Directors of FTI. From 1989 to
    Dennis J.        59/ Director since 1992/
                                                  October 2004, he was a General Partner
   Shaughnessy            Expires 2007
                                                 of Grotech 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
                     56/ Director since 1992/   LLP. He is also a Venture Partner of New
 George P. Stamas
                          Expires 2007        Enterprise Associates, a venture capital firm.
                                              From 1999 to January 2002, Mr. Stamas was
                                                    Vice Chairman of the Board of Dir



                                                In 2005, he was first identified and
                                         recommended to the Nominating and Corporate
                                         Governance Committee as a possible candidate
                  68/ Since 2005/ Expire
Matthew F. McHugh                             for director by one of our independent
                           2009
                                           directors. The committee qualified him as a
                                                 candidate for director and he was
                                                           recommended
                                            Mr. Wendt was introduced to the Nominating
                                            and Corporate Governance Committee by an
                   64/ Since 2006/ Expire
  Gary C. Wendt                              outside director search firm, Directorship
                            2009
                                            Search Group, in April 2006. The committee
                                             qualified Mr. Wendt as a candidate to the
                                            Board on April 25, 2006. On April 26, 2006,

Audit Committee: Gerard E. Holthaus (Chairman), Mark H. Berey, Denis J. Callaghan, James A. Flick, Jr., Gary C. Wendt
Compensation Committee: Gary C. Wendt (Chair), Mark H. Berey, Denis Callaghan, Gerard E. Holthaus, Matthew F. McHugh
Nominating/Corporate Governance Committee: Denis J. Callaghan, Brenda J. Bacon, Mark H. Berey, James W. Crownover, George P. Stamas, Gerard E. Holthaus, Matthew F. McHug
olthaus, Matthew F. McHugh (Chair)
                                                                              FORTRESS INTERNATIONAL
                                                                                       GROUP, INC.
                                                                               9841 Broken Land Parkway
                                                                               Columbia, Maryland 21046
                                                                                      (410) 312-9988
                                                                                 http://www.thefigi.com/

                      Number of
Public or Number of
                       Female Names of Directors Age/Term/Expiration         Business Background Information
 Private  Directors
                      Directors
                                                                                 From our inception through the
                                                                             closing of the acquisition, Mr. Weiss
                                                                               had served as our Chief Executive
                                                                              Officer, President and a member of
                                                                              our Board. He has over 35 years of
                                                                                  experience in the information
                                                                            technology and security market place.
                                                                              From 2002 to August 1, 2004, Mr.
                                                                                 Weiss was the Chief Executive
                                                                                Officer and President of System
                                                                              Detection, Inc., a software security
                                                                               company. From 2000 to 2002, he
                                                                              served as President of Engineering
                                                                               Systems Solutions, Inc., a security
                                                      64/ Director since        and biometrics integration firm.
 Public      9            0      Harvey L. Weiss   inception -2007/ Expires     During 1999, Mr. Weiss was the
                                                             2007           Chief Executive Officer and President
                                                                               of Global Integrity Corporation, a
                                                                                SAIC subsidiary specializing in
                                                                             information security and served as a
                                                                             Director until the company was sold
                                                                                  in 2002. From 1996 to 1998,
                                                                            until sold to Network Associates, Inc,
                                                                                 Mr. Weiss was President of the
                                                                             Commercial Division, Secretary and
                                                                                Director of Trusted Information
                                                                                Systems, Inc., a NASDAQ-listed
                                                                              security network company. Prior to
                                                                               that time, from 1994 to 1996, Mr.
                                                                              Weiss served as President of Public
                                                                                 Sector Worldwide Division for
                                                                              Unisys Corporation. From 1991 to
                                      From our inception through the
                                       closing of the acquisition, Mr.
                                        McMillen had served as our
                                  Chairman of the Board. He has over
                                 18 years of experience in government,
                                 finance and mergers and acquisitions.
                                  Mr. McMillen has also served, since
                                  August 2005, as the President, Chief
                                   Executive Officer and Chairman of
                                     the Board of Homeland Security
                                 Capital Corporation, a consolidator of
                                    homeland security companies that
                                  provides capital, management advice
                                      and investments for developing
            54/ Director since   companies. Mr. McMillen co-founded
C. Thomas
            inception - 2007/       Global Secure Corp., a homeland
McMillen
              Expires 2008         security company providing critical
                                  infrastructure services, in 2003, and
                                  served as its Chief Executive Officer
                                  until February 2004. From February
                                      2004 until February 2005, Mr.
                                   McMillen served as a consultant to
                                 Global Secure Corp. In addition, from
                                  October 2004 through July 2005, he
                                 served as a Chairman of the Board of
                                      Global Defense Corporation, a
                                  development stage company focused
                                    on acquiring companies in critical
                                        infrastructure security. From
                                    December 2003 to February 2004,
                                       Mr. McMillen served as Vice
                                 Chairman and Director of Sky Capital
                                           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
                   55/ Director since      Division. From 1995 to 1998, he
Thomas P. Rosato   inception - 2007/    served as the founder and President of
                     Expires 2008       Commercial Air, 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 &
                      50/ Director since      Cable, Inc. From 1991 to 1997, he
Gerard J. Gallagher   inception - 2007/           served as the Chief Facilities
                        Expires 2007         Operations and 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 inception until January 2002.
                    46/ Director since   Kellstrom Industries filed a voluntary
David J. Mitchell   inception - 2007/        petition under Chapter 11 of the
                      Expires 2009       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 11
                                         of the United States Bankruptcy Code
                                         in the United States Bankruptcy Court
                                         for the Southern District of New York
                                              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
                                             Senate Budget Committee from 2003
                    56/ Director since 2005/
Donald L. Nickles                             to 2004. Senator Nickles also served
                         Expires 2007
                                             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 Nickles
                                              Machine Corporation in Ponca City,
                                               Oklahoma becoming vice president
                                        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 Mid-
                                          Atlantic Region, Bank of America.
                   63/ Director since       Prior to assuming the Regional
John Morton, III   inception - 2007/      President position, Mr. Morton was
                     Expires 2008       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
                                             Washington DC and a former
                                          chairman of the Greater Baltimore
                                        Committee in Baltimore. Mr. Morton
                                      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 Enforcement Administration
                 56/ Director since        (2001- 2003). Since 2001, Mr.
Asa Hutchinson   inception - 2007/      Hutchinson has been engaged in the
                   Expires 2009          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
                                            and eliminate passwords. Mr.
                                        Hutchinson received a Bachelor of
                                                 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-faceted
  William L. Jews       inception - 2007/
                                                  healthcare corporation based in
                          Expires 2007
                                               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, A
Our Compensation Committee currently has three members, Donald L. Nickles (Chairman), Asa Hutc
We do not currently have a standing Nominating Committee since our board of directors dete
of directors (Messrs. Mitchell, Nickles, Morton, Hutchinson and Jews) adequately fulfill the ob
need of incurring additional costs of committee meetings.
                                   N2K Contact      N2K Contact      Last
    Board Compensation
                                     Name             Number        Updated
During the 2006 fiscal year, we
  paid no compensation to our
  directors. On April 24, 2007,
    our board of directors, by
   unanimous vote, adopted a
  compensation policy for our
non-employee directors, based
  on a recommendation of our
 compensation committee. The
 compensation policy provides
   non-employee directors an
 annual grant of 10,000 shares
  of restricted stock under our
    2006 Omnibus Incentive
     Compensation Plan (the          Stephanie
   ―Plan‖) to be granted on or     Ambrose/ Ellen   410-277-2857   2007 Proxy
 about May 1 of each calendar           Fish
      year (unless the board
   determines otherwise), and
   which vest over a two-year
   period with one-third of the
   shares vesting on the grant
 date, and each one-half of the
 balance of such shares vesting
     on the first and second
anniversaries of the grant date,
respectively. In addition, a new
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
airman), David J. Mitchell, Asa Hutchinson and William L. Jews.
Nickles (Chairman), Asa Hutchinson and John Morton, III.
 our board of directors determined that the independent members of the board
 ws) adequately fulfill the obligations of a nominating committee without the
                                                                                   SOURCEFIRE, INC.
                                                                               9770 Patuxent Woods Drive
                                                                                Columbia, Maryland 21046
                                                                               http://www.sourcefire.com/
                                                                                       410.290.1616

                      Number of
Public or Number of                   Names of
                       Female                         Age/Term/Expiration Business Background Information
 Private  Directors                   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
                                  E. Wayne Jackson, 46/ Director since 2002/
 Public      7            0                                                  2000 and continued as an employee
                                         III             Expires 2010
                                                                               of Aether Systems as Managing
                                                                               Director of Aether Capital until
                                                                              September 2001. Previously, Mr.
                                                                                   Jackson built an emerging
                                                                                 technologies profit center for
                                                                               Noblestar Systems Inc., a large
                                                                             systems integrator, and consulted to
                                                                               organizations including General
                                                                              Electric, the World Bank and the
                                                                             Federal Reserve. Mr. Jackson holds
                                                                               a B.B.A. in Finance from James
                                                                                      Madison University.
                                              Prior to joining Greylock in
                                         September 2003, Mr. Chandna was
                                              with Check Point Software
                                         Technologies Ltd. from April 1996
                                         until December 2002 where he was
                                              Vice-President of Business
                                               Development and Product
                                         Management. Prior to Check Point,
                                        Mr. Chandna was Vice-President of
                                          Marketing with CoroNet Systems
                                           from October 1994 to November
                                            1995 and was with Compuware
                                        Corporation from November 1995 to
                                        April 1996, following Compuware‘s
                                         acquisition of CoroNet. Previously,
               42/ Director since 2003/
Asheem Chandna                                Mr. Chandna held strategic
                    Expires 2010
                                        marketing and product management
                                             positions with 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. (acquired by Intel
                                            Corporation) and PortAuthority
                                          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 Intrusion Prevention and
                 37/ Director since 2001/
Martin F. Roesch                              Detection System that forms the
                      Expires 2008
                                             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 Corporation from
                                            September 1989 until September
                41/ Director since 2002/
Tim A. Guleri                               1991. He has been a director of:
                     Expires 2008
                                         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 Engineering and Operational
                                              Research from Virginia Tech.
                                              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
                   52/ Director since 2006/    financial consultant for Halston
Joseph R. Chinnici
                        Expires 2009          Borghese Inc. From 1977 to 1993,
                                                Mr. 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 Guard
                                          and Reserves. Prior to joining SAIC
                 60/ Director since 2007/
Arnold L. Punaro                          in 1997, General Punaro worked for
                      Expires 2009
                                              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 (Mobilization) from
                                          August 2000 until May 2001, and as
                                           the commanding general of the 4th
                                                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 Force Inspection
                                               Agency and Air Force Office of
                   60/ Director since 2006/
  Steven R. Polk                             Special Investigations. Prior to this
                        Expires 2009
                                                    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. Air
                                             Force. General Polk graduated and
                                            was commissioned from the U.S. Air
Audit Committee: Harry R. Weller, Tim A. Guleri, Joseph R. Chinnici (Chair)
Compensation Committee: E. Wayne Jackson, III, Asheem Chandna, Harry R. Weller, Tim A. Guleri
Nominating and Governance Committee: E. Wayne Jackson, III, Asheem Chandna, Joseph
                                 N2K Contact          N2K Contact      Last
   Board Compensation
                                   Name                 Number        Updated
Following the consummation
 of our initial public offering,
 we pay each of our directors
  an annual fee of $15,000 to
     serve on our Board of
Directors. In addition, we pay
   the chairman of our Audit
 Committee an annual fee of
 $10,000, thechairman of our
Compensation Committee an
annual fee of $5,000, and the
 chairman of our Nominating
 and Governance Committee
 an annual fee of $4,000. We
    will also pay each of our
                                 Stephanie Ambrose/
 directors a fee of $1,500 per                        410-277-2857   2007 Proxy
                                     Ellen Fish
 meeting of the full Board of
    Directors attended, and
    $1,000 per meeting of a
   committee of the Board of
Directors attended. Directors
will be also be reimbursed for
  reasonable travel and other
      expenses incurred in
   connection with attending
meetings of the Board and its
committees. Under our policy
   on non-employee director
 compensation, upon joining
our Board of Directors, a non-
     employee director will
  receive a grant of restricted
i (Chair)
Harry R. Weller, Tim A. Guleri (Chair)
I, Asheem Chandna, Joseph R. Chinnici, Steven R. Polk (Chair)
                                                                                  FIRST MARINER BANCORP
                                                                                      3301 Boston Street
                                                                                  Baltimore, Maryland 21224
                                                                                   www.1stmarinerbank.com
                                                                                        (410) 558-4375
                      Number of
Public or Number of                   Names of
                       Female                         Age/Term/Expiration        Business Background Information
 Private  Directors                   Directors
                      Directors
                                                                                 Edwin F. Hale, Sr. is Chairman and
                                                                              Chief Executive Officer of the Company
                                                                              and of First Mariner Bank (the "Bank").
                                                                                    He is also the Chairman of the
                                                     60/ Director since 1995/ Baltimore Blast Corp., an indoor soccer
 Public      13           2       Edwin F. Hale, Sr.
                                                          Expires 2008            franchise. Mr. Hale is the former
                                                                                  Chairman of the Board and Chief
                                                                                   Executive Officer of Baltimore
                                                                                  Bancorp, which is now Wachovia
                                                                                             Corporation.
                                                                                  Barry B. Bondroff is a Managing
                                                                                  Partner for Smart & Associates in
                                                                              Baltimore, MD. Prior to that he was the
                                                                               managing officer of Grabush, Newman
                                                     58/ Director since 1995/       & Co., P.A. a certified public
                                  Barry B. Bondroff                               accounting firm, since 1982. Mr.
                                                          Expires 2008
                                                                               Bondroff is a member of the American
                                                                                     Institute of Certified Public
                                                                              Accountants, and is a former member of
                                                                                the Board of Directors of Baltimore
                                                                                               Bancorp.
                                                                                  Patricia Schmoke, MD has been a
                                                                               practicing ophthalmologist since 1982.
                                  Patricia Schmoke, 53/ Director since 1999/
                                                                              She is also the president of Metropolitan
                                         MD               Expires 2008
                                                                              Eye Care Associates, providing eye care
                                                                                   with Baltimore Medical System.

                                                                               John Brown III is President of M.B.K.
                                                                                  Enterprises, Inc. (R. J. Bentleys'
                                                     59/ Director since 2002/ Restaurant) and managing partner of the
                                   John Brown III
                                                          Expires 2008         College Park Professional Center. Mr.
                                                                               Brown is also the former Chairman of
                                                                                 the Maryland Stadium Authority.

                                                                                Edith B. Brown has been the principal
                                                                               of Edie Brown & Associates since 2000.
                                                                                  She is an independent consultant in
                                                        73/ Director since     Public Relations to the state department
                                   Edith B. Brown
                                                       1998/ Expires 2007          of tourism, film, 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
  George H.        64/ Director since     previously served as President of the
  Mantakos        1994/ Expires 2007     Company and Chief 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 of
 Michael R.        64/ Director since     the American Pilots Association. He
  Watson          1998/ Expires 2007         was the former President of the
                                             Association of Maryland Pilots.
                                        Hector Torres is the Executive Director
                                            of the Governor's Commission on
                   55/ Director since    Hispanic Affairs. He was formerly the
Hector Torres
                  2003/ Expires 2007     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 Maryland Area
  Joseph A.        62/ Director since
                                         President for First Fidelity Bank from
    Cicero        1996/ Expires 2009
                                          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.
   Howard          41/ Director since   From 1987 to 1997 he was the Publisher
  Friedman        1999/ Expires 2009    and CEO of Whitemark Press, Inc. He is
                                         the managing partner of Lanx Capital
                                           LLC, a hedge fund advisory firm.
                                        John J. Oliver, Jr. has been the CEO and
John J. Oliver,    61/ Director since
                                            Publisher of the Afro-American
     Jr.          1997/ Expires 2009
                                                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
                   64/ Director since      Board of Trade, and is currently a
John McDaniel
                   2006/ Expire 2009    member of the Executive committee for
                                        Greater 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-
                   59/ Director since    1995. He is currently a member of the
 Robert Caret
                  2006/ Expires 2009
                                          Board of 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 Committee.

The Executive Committee consists of Edwin F. Hale, Sr. (Chairman), Barry B. Bondroff, Jose
H. Mantakos.
The Audit Committee of the Board of Directors consists of Michael R. Watson (Chairman), B
The Compensation Committee of the Board of Directors consists of Barry Bondroff (Chairma
The Nominating Committee consists of John Brown, III (Chairman), Edith B. Brown, and Rob
                                                                                   Last
                                                                   N2K Contact
      Board Compensation                      N2K Contact Name                   Updated/
                                                                     Number
                                                                                  Source




                                              Stephanie Ambrose/
                                                                   410-277-2857 2007 Proxy
                                                  Ellen Fish
 Directors receive fees for their services,
and are reimbursed for expenses incurred
     in connection with their service as
  directors. Directors receive $1,500 for
each Board meeting attended, $1,500 for
  each committee meeting other than the
 audit committee, $750 for each meeting
   of the Company‘s subsidiary Finance
     Maryland, LLC, consisting of one
  outside director (John Brown III), and
   $350 for attending the meeting of the
  Bank‘s Loan Committee, consisting 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 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
   committee meeting they attend. Each
 committee chairman receives options to
  purchase 150 shares of common stock
 for each committee meeting he attends.
 Directors receive no other compensation
   for attending meetings and receive no
               annual retainer.
n), Barry B. Bondroff, Joseph A. Cicero, Patricia Schmoke, Michael R. Watson, and George

 R. Watson (Chairman), Barry B. Bondroff and John Brown III.
of Barry Bondroff (Chairman), Robert L. Caret, and Edith B. Brown.
), 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 of
Public or Number of
                       Female Names of Directors Age/Term/Expiration          Business Background Information
 Private  Directors
                      Directors

                                                                             Richard B. Chess is an attorney and is
                                                                                currently managing partner of the
                                                                                   Chess Law Firm, located in
                                                                                 Richmond, Virginia. He is also
                                                                             President of American Realty Capital
                                                                               Markets, a securities broker dealer
                                                                             focused on real estate. Mr. Chess has
                                                                               served as a trustee since our initial
                                                                             public offering and was a director of
                                                    53/ Director since 2003/ our Predecessor from 1997 until our
 Public      8            0      Richard B. Chess
                                                         Expires 2008         initial public offering. From 1987 to
                                                                                1997, Mr. Chess was Director of
                                                                               Acquisitions for United Dominion
                                                                               Realty Trust, a publicly traded real
                                                                             estate investment trust that invests in
                                                                             apartment properties. He received his
                                                                             Bachelor of Science Degree from the
                                                                               University of Pittsburgh and Juris
                                                                                Doctorate from the University of
                                                                                      Richmond Law School.


                                                                                Louis T. Donatelli is one of the
                                                                               founders of the Company and has
                                                                            served as the Chairman of the Board
                                                                                   of the Company since our
                                                                            Predecessor‘s founding in 1997. Mr.
                                                                            Donatelli has informed the Board that
                                                                               he will not stand for reelection as
                                                   73/ Director since 2003/
                                Louis T. Donatelli                          Chairman on May 22, 2007. Effective
                                                        Expires 2008
                                                                            March 1, 2006, Mr. Donatelli became
                                                                                a non-employee member of the
                                                                              Board. Mr. Donatelli is the founder
                                                                                   and Chairman of Donatelli
                                                                            Development, Inc. Mr. Donatelli is an
                                                                            alumnus of Villanova University. He
                                                                             is the father of Douglas J. Donatelli.
                                             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
                 65/ Director since 2005/ Executive Education and Computing
Alan G. Merten
                      Expires 2008             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 1994 to 2003 with
                                               Crown American Realty Trust, a
                   58/ Director since 2003/
Terry L. Stevens                            retail real estate company that merged
                        Expires 2008
                                                 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. Stevens
                                                received a Bachelor of Science
                                                degree in Physics from Juniata
                                                   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         68/ Director since 2003/ McCullough has served as a trustee of
  McCullough              Expires 2008         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
                     69/ Director since 2003/ traded company that, collectively
J. Roderick Heller
                          Expires 2008          with NHP 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
                                                     Donatelli Development, Inc.
                                               (―DDI‖)), a real estate development
                     45/ Director since 2003/
Douglas J. Donatelli                               and investment firm located in
                          Expires 2008
                                                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 member of the Urban
                                               Land Institute. Mr. Donatelli holds a
                                                    Bachelor of Science degree in
                                              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
                     63/ Director since 2003/         Investment Trust, Inc. (our
 Robert H. Arnold
                          Expires 2008          ―Predecessor‖) from 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.


Our Board of Trustees has established an Audit Committee, which consists of Messrs. Stevens (Chairm

Our Board of Trustees has established a Compensation Committee which consists of Messrs. McCullo

Our Board of Trustees has established a Nominating & Governance Committee which from January 1
McCullough and Dr. Merten. As of October 23, 2006, the Committee consisted of Dr. Merten (Chairm
the present and former Nominating & Governance Committee members is independent in accordance
                                                                              Last
                                                              N2K Contact
       Board Compensation                N2K Contact Name                   Updated/
                                                                Number
                                                                             Source
 As compensation for serving on our
 Board of Trustees in 2006, each of
our nonemployee trustees received a
 cash fee of $16,000. The chairmen
     of the Audit, Compensation,
             Nominating &
     Governance,Investment, and
     Finance committees received
   additional cash fees of $15,000,
   $10,000, $10,000, $10,000, and
   $10,000, respectively; provided,      Stephanie Ambrose/
                                                              410-277-2857 2007 Proxy
 however, a trustee may not receive          Ellen Fish
 more than one chairman‘s fee. Each
   non-employee trustee who was a
   member of the Audit Committee
     received an additional fee of
   $10,000 and each non-employee
  trustee who was a member of any
     other committee of the Board
  received an additional cash fee of
      $5,000 with respect to each
  committee on which he served. In
 addition, in May 2006, each of our
   non-employee trustees other than
Mr. Louis Donatelli received a grant
of 1,500 restricted Common Shares.
  The Chairman received a grant of
  3,000 restricted Common Shares.
 Twenty-five percent (25%) of each
   grant vests on the three, six, nine
  and twelve-month anniversaries of
 the date of grant. We reimburse all
trustees for reasonable out-of-pocket
   expenses incurred in connection
  with their service on the Board of
        Trustees and any and all
              committees.
 sts of Messrs. Stevens (Chairman), Chess and McCullough.

h consists of Messrs. McCullough (Chairman), Heller and Arnold.

mmittee which from January 1 through October 23, 2006 consisted of Messrs. Heller (Chairman) and
 nsisted of Dr. Merten (Chairman) and Messrs. Arnold and Heller. Our Board has determined that each of
 is independent in accordance within the Company‘s criteria.
                                                                          Federal Realty Investment Trust
                                                                            1626 East Jefferson Street
                                                                            Rockville, Maryland 20852
                                                                           www.federalrealty.com (301)
                                                                                     998-8100
                      Number of
Public or Number of
                       Female Names of Directors Age/Term/Expiration       Business Background Information
 Private  Directors
                      Directors
                                                                           Vice Chairman of Staple, Inc. since
                                                                               2000, with responsibility for
                                                                          overseeing domestic and international
                                                                            growth in its retail and commercial
                                                                              operations. President of Staples
                                                                          Realty & Development from 1997 to
                                                                             2000. Held various other officer
                                    Joseph S.    59/ Director since 2002/    positions associated with Staples'
 Public      7            2
                                   Vassalluzzo        Expires 2009           growth and worldwide expansion
                                                                             from 1989 to 1997. Held various
                                                                              officer positions with American
                                                                           Stores Co. from 1976 to 1989. Held
                                                                          various positions in sales, operations
                                                                           and real estate with Mobil Corp. and
                                                                            Amerada Hess Corp. from 1969 to
                                                                                            1976.
                                           Managing Partner of Fountain Square
                                             Properties, a diversified real estate
                                           company, since 2003 and President of
                                             Sunrise Assisted Living Foundation
                                            Inc. since 2000. President of Sunrise
                                             Assisted Living, Inc. from 1997 to
                                            2000. Executive Vice President and
                                              Chief Financial Officer of Sunrise
                                             Assisted Living, Inc. from 1993 to
                                           1997. Vice President of Credit Suisse
                                               First Boston from 1991 to 1993,
                                               directing the real estate advisory
                                                 business from the RTC in the
                  50/ Director since 2003/ Washington, DC area. Vice President
David W. Faeder
                       Expires 2010           of Morgan Stanley and Company,
                                            Inc. from 1984 to 1991, specializing
                                                 in real estate transactions and
                                                financings. MBA student at the
                                             Colgate Darden Grduate School of
                                                Business Administration of the
                                            University of Virginia from 1982 to
                                            1984. Senior Accountant with Ernst
                                              and Whinney from 1981 to 1982.
                                           Vice President-Finance/ Controller of
                                            Better Homes of Virginia from 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 1976
                       Expires 2010
                                           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 through February 2007 with
                  50/ Director since 2006/
Gail P. Steinel                               responsibility for overseeing the
                       Expires 2009
                                           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 of Loed Associates Inc.,
                                           management consultants to domestic
                                            and international retail companies,
                                               real estate developers, apparel
                                              companies and other businesses
                                                within the retail industry, and
                                            Publisher of the Loeb Retail Letter,
                                              since 1990. Principal of Morgan
                                            Stanley & Co., Inc. from 1984 until
                  82/ Director since 1991/ 1990 and Senior Retail Analyst from
Walter F. Loeb
                       Expires 2009           1974 until 1990, specializing in
                                            investment banking and brokerage.
                                           Other prior retail industry experience
                                           includes: Vice President of Johnson
                                               Redbook Service. Held various
                                               positions with P.K. Halsted &
                                                Associates, Inc.; and various
                                              executive positions with Macy's
                                           Department Stores and Allied Stores.
                                                  Director, Wet Seal, Inc.
                                          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
                 46/ Director since 2003/ from 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.
                                                   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
                                                Investment Division, with various
                    50/ Director since 2005/
   Jon E. Bortz                                    real estate responsibilities that
                         Expire 2010
                                                 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, the current Chairman of the Committee beginni
The Compensation Committee members are Jon E. Bortz, the current Chairman of the Committee, Da
The Nominating and Corporate Governance Committee members are Kristin Gamble, Chairman of th
                                                                            Last
                                                            N2K Contact
      Board Compensation             N2K Contact Name                     Updated/
                                                              Number
                                                                           Source




   In 2006 non-employee Trustees
                                       Stephanie Ambrose/
   were entitled to receive a fee for                       410-277-2857 2007 Proxy
                                           Ellen Fish
their service on the Board. The Non-
  Executive Chairman of the Board
was eligible to receive an annual fee
 for Board service of $135,000 and
  each other Trustee was eligible to
receive an annual fee of $80,000. A
 minimum of 20% of that annual fee
  was required to be paid in Shares;
    however, each Trustee had the
option to take a larger portion of the
     fee in Shares. For 2006, each
   Trustee elected to take between
  20% and 50% 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
during the year he or she served as a
  Trustee, Non-Executive Chairman
    or chairman of a committee, as
               applicable.
was eligible to receive an annual fee
 for Board service of $135,000 and
  each other Trustee was eligible to
receive an annual fee of $80,000. A
 minimum of 20% of that annual fee
  was required to be paid in Shares;
    however, each Trustee had the
option to take a larger portion of the
     fee in Shares. For 2006, each
   Trustee elected to take between
  20% and 50% 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
during the year he or she served as a
  Trustee, Non-Executive Chairman
   or chairman of a committee, as
               applicable.
man of the Committee beginning February 2006, Jon E. Bortz, Walter F. Loeb and Joseph S. Vassalluzzo.
 airman of the Committee, David W. Faeder, Kristin Gamble and Gail P. Steinel
 stin Gamble, Chairman of the Committee, Walter F. Loeb and Joseph S. Vassalluzzo.
                                                                               FIRST UNITED CORPORATION
                                                                                19 South Second Street P.O.
                                                                               Box 9 Oakland, Maryland 21550-
                                                                                            0009
                                                                                www.mybankfirstunited.com
                                                                                       (888) 692-2654
                      Number of
Public or Number of                  Names of
                       Female                       Age/Term/Expiration Business Background Information
 Private  Directors                  Directors
                      Directors


                                                    66/ Director since 1985/    Fred E. Beachy Lumber, Co., Inc.
 Public      16           4       David J. Beachy
                                                         Expires 2008              Building Supplies - retired.


                                                                            Consultant and Director of Dan Ryan
                                                                                 Builders, Inc. Former Chief
                                                   57/ Director since 2004/
                                  Faye E. Cannon                              Executive Officer and President of
                                                        Expires 2008
                                                                            F&M Bancorp, Frederick, Maryland -
                                                                                            retired.
                                                   67/ Director since 1993/
                                   Paul Cox, Jr.                              Owner, Professional Tax Service.
                                                        Expires 2008
                                                                              Chairman of the Board/CEO: First
                                                   53/ Director since 1995/
                                  William B. Grant                           United Corporation and First United
                                                        Expires 2008
                                                                                         Bank & Trust.
                                                                             Certified Public Accountant. Retired
                                      John W.      57/ Director since 2004/
                                                                            in 1999 as Partner of Ernst & Young,
                                   McCullough           Expires 2008
                                                                                             LLC.
                                                                             President, Hobby House Press, Inc.,
                                                                             dba: Total Biz Fulfillment, provides
                                                                             business services. Member, Gary R.
                                                     58/ Director since
                                  Gary R. Ruddell                              Runddell LLC, commercial real
                                                    2004/ Expires 2009
                                                                               estate. Member, MSG Glendale
                                                                               Properties LLC, residential real
                                                                                             estate.
                                   Raymond F.        70/ Director since
                                                                                        Tax Consultant.
                                       Hinkle       1996/ Expires 2009
                                                                               President/CFO/ Secretary/ Treasurer,
                                                      60/ Director since
                                  Robert W. Kurtz                               First United Corporation and First
                                                     1990/ Expires 2009
                                                                                       United Bank & Trust.
                                     Elaine L.        58/ Director since
                                                                                 Realtor, Long & Foster Realtors.
                                    McDonald         1995/ Expires 2009
                                    Donald E.         76/ Director since        Secretary/ Treasurer, Moran Coal
                                      Moran          1988/ Expires 2009                    Corporation.
                                    M. Kathryn        56/ Director since       Certified Public Accountant, Owner,
                                      Burkey         2005/ Expires 2010              M. Kathryn Burkey, CPA
                                    H. Andrew         46/ Director since        President, Morgantown Printing &
                                     Walls, III      2006/ Expires 2010         Binding; Member, MEGBA, LLC.
                                                     President/ Mountaineer Log &
                                                        Siding Co., Inc. President,
                              55/ Director since       Recreational Industries Inc.;
           Karen F. Myers
                             1991/ Expires 2010     Member, DC Development LLC;
                                                     Real Estate Broker, Deep Creek
                                                             Mountain Resort.
                                                      President, Rudy's Inc., Retail
                              54/ Director since
            I. Robert Rudy                            Apparel and Sporting Goods.
                             1992/ Expires 2010
                                                    Member, DC Development LLC.
                                                      Retired. Served as Chairman,
                                                      President and Chief Executive
             Richard G.       67/ Director since
                                                   Officer of First United Corporation
              Stanton        1985/ Expires 2010
                                                   and First United Bank & Trust until
                                                                   1996.
                              60/ Director since    Vice President, Oakview Motors,
           Robert G. Stuck
                             1995/ Expires 2010               Inc. - retired.

The Audit Committee is established pursuant to Section 3(a)(58)(A) of the Securities Exchange Act of 19
(the “Exchange Act”), and consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox, J
Stanton, and Robert G. Stuck. Ms. Faye E. Cannon was appointed to the Committee in June 2006.
The Asset and Liability Management Committee consists of David J. Beachy, Paul Cox, Jr., William B. G
McCullough, Elaine L. McDonald, Gary R. Ruddell, I. Robert Rudy, Richard G. Stanton,
and Robert G. Stuck.
The Executive Committee consists of Paul Cox, Jr., William B. Grant, Robert W. Kurtz, Donald E. Moran
The Strategic Planning Committee consists of Faye E. Cannon, Paul Cox, Jr., William B. Grant, Raymon
The Compensation Committee, which met six times in 2006, consists of M. Kathryn Burkey, Faye E. Ca
The Nominating Committee consists of David J. Beachy, M. Kathryn Burkey, Faye E. Cannon, Paul Cox
                                                                                   Last
                                                                  N2K Contact
      Board Compensation                     N2K Contact Name                    Updated/
                                                                    Number
                                                                                  Source


                                             Stephanie Ambrose/
                                                                  410-277-2857   2007 Proxy
                                                 Ellen Fish
 Directors who are not employees of the
Corporation or the Bank receive $400 for
       attending each meeting of the
    Corporation‘s Board and $200 for
 attending each meeting of a committee
  on which the director serves. Outside
Directors also receive an annual retainer
fee of $10,000. The Chairperson of each
       of the Audit Committee (Mr.
McCullough), Compensation Committee
     (Ms. McDonald) and Nominating
   Committee (Mr. Moran) receives an
   additional annual retainer of $2,500.
    Effective May 1, 2007, the annual
retainer fee will increase to $11,000, the
        fee for attending an Audit or
 Compensation Committee meeting will
 increase to $400, and $300 will be paid
   for attendance at all other committee
                   meetings.
e Securities Exchange Act of 1934, as amended
y, Faye E. Cannon, Paul Cox, Jr., Raymond F. Hinkle, John W. McCullough, Richard G.
 Committee in June 2006.
chy, Paul Cox, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, John W.
 d G. Stanton,
bert W. Kurtz, Donald E. Moran, I. Robert Rudy, Richard G. Stanton, and Robert G. Stuck
, Jr., William B. Grant, Raymond F. Hinkle, Robert W. Kurtz, Elaine L. McDonald, Donald E. Moran, Gary R. Ruddell, I. Robert Rudy, and Ric
M. Kathryn Burkey, Faye E. Cannon, Raymond F. Hinkle, Elaine L. McDonald, Richard G. Stanton, and Robert G. Stuck.
ey, Faye E. Cannon, Paul Cox, Jr., John W. McCullough, Elaine L. McDonald, Donald E. Moran, and Richard G. Stanton.
. Ruddell, I. Robert Rudy, and Richard G. Stanton.
ert G. Stuck.
rd G. Stanton.
                                                                              GLEN BURNIE BANCORP
                                                                               101 Crain Highway, S.E.
                                                                             Glen Burnie, Maryland 21061
                                                                            www.thebankofglenburnie.com
                                                                                   (410) 766-3300
                      Number of
Public or Number of                 Names of
                       Female                     Age/Term/Expiration        Business Background Information
 Private  Directors                 Directors
                      Directors

                                                                           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 1994. He completed the
                                                                           Maryland Banking School in 1994. He
                                                                                  is the owner and manager of
                                                                            commercial and residential properties
                                     John E.      59/ Director since 1995/
 Public      12           3                                                   in northern Anne Arundel County,
                                     Demyan            Expires 2008
                                                                               Maryland. Mr. Demyan is also a
                                                                              commercial multi-engine pilot and
                                                                                flight instructor. He is an active
                                                                               volunteer with Angel Flight Mid-
                                                                           Atlantic, an organization that provides
                                                                              free air transportation for medical
                                                                             treatments to individuals who have
                                                                           exhausted their resources as a result of
                                                                                     their medical condition.

                                                                           Charles Lynch, Jr. is President of The
                                                                            General Ship Repair Corporation in
                                                                          Baltimore, Maryland and has nearly 30
                                                                               years of experience in marine
                                                                          engineering and ship repair. He holds a
                                                                               Bachelor of Science degree in
                                  Charles Lynch, 53/ Director since 2003/ Industrial Engineering, with a minor in
                                        Jr.           Expires 2008             Ocean 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
F.W. Kuethe,   47/ Director since 1992/ works in software design and systems
     III            Expires 2008          integration at Northrop 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
 Mary Lou      58/ Director since 1997/      teacher‘s association and the
  Wilcox            Expires 2008          community. She has served on the
                                               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
Michael G.       53/ Director since     1998 until August 2004 and had been
Livingston      2005/ Expires 2009        Chief Lending Officer of 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
F. William       74/ Director since     was formerly President of Glen Burnie
Kuethe, Jr.     1995/ Expires 2008          Mutual 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
 Thomas         72/ Director since   Food Association‘s board of directors
 Clocker       1995/ Expires 2010       for nine years and is a 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
 William N.     83/ Director since    practice in Glen Burnie. He currently
Scherer, Sr.   1995/ Expires 2010       specializes in wills and 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
 Karen B.       49/ Director since   agent. She has 24 years of experience
Thorwarth      1995/ Expires 2010     including commercial 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 Arundel County,
 Shirley E.     70/ Director since   Maryland. She has 13 years experience
  Boyer        2006/ Expires 2010    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
Norman E.    61/ Director since    partner responsible for managing the
 Harrison   2005/ Expires 2009        Baltimore office of Stegman &
                                  Company, P.A., a large regional 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 Faculty at Loyola College
             Edward L.       56/ Director since
                                                  from 1980 - 1985 while serving as the
              Maddox        2005/ Expires 2009
                                                  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 Bank’s Audit Committee acts as the audit committee for the Company and currently consists of Dire
Karen B. Thorwarth, Norman E. Harrison and Thomas Clocker.
The Bank’s Employee Compensation and Benefits Committee acts as the compensation committee for
       William Kuethe, Jr., John E. Demyan, William N. Scherer, Sr., Frederick W. Kuethe, III, Thomas

The independent members of the Company’s Board of Directors acts as a nominating committee for the
election as directors, and the Board held one meeting during 2007 in order to make nominations for dire
                                                                                   Last
                                                                   N2K Contact
      Board Compensation                      N2K Contact Name                   Updated/
                                                                     Number
                                                                                  Source




 Currently, all directors are paid a fee of
  $1,000 for each combined regular or
special meeting of the Company and the
  Bank attended, with fees paid for one
   excused absence. In addition to the
foregoing director‘s fees, Mr. Demyan is
 compensated at the rate of $30,000 per
annum for the additional responsibilities
                                              Stephanie Ambrose/
of serving as the Chairman of the Board.                           410-277-2857 2007 Proxy
Directors (other than F. William Kuethe,          Ellen Fish
  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.
y and currently consists of Directors William N. Scherer, Sr., Shirley E. Boyer,

 compensation committee for the Company and is composed of Directors Shirley E. Boyer, F.
ederick W. Kuethe, III, Thomas Clocker, Michael G. Livingston, and Karen Thorwarth.

 nominating committee for the annual selection of its nominees for
r to make nominations for directors.
                        Number of
Public or   Number of
                         Female Names of Directors    Age/Term/Expiration
 Private    Directors
                        Directors




                                   Paul H. Fischer,   56/ Director since 1996/
 Public         7           0
                                        Ph.D               Expires 2009
   Wayne T.         61/ Director since 2000/
Hockmeyer, Ph.D          Expires 2009




Zola P. Horovitz,   71/ Director since 2003/
      Ph.D               Expires 2007
     Marc R.         53/ Director since 2007/
   Schneebaum             Expires 2008




William N. Kelley,   66/ Director since 2002/
      M.D.                Expires 2007
                                57/ Director since 2002/
           Harold R. Werner
                                     Expires 2007




                                56/ Director since 2003/
              Joshua Ruch
                                     Expires 2008




The members of the Nominating and Corporate Governance Committee are William N. Kelley, M.D. (C
The members of the Audit Committee are Marc R. Schneebaum (Chairman), Zola P. Horovitz, Ph.D., a
The members of the Compensation Committee are Wayne T. Hockmeyer, Ph.D. (Chairman), Joshua
             GENVEC, INC.
       65 West Watkins Mill Road
      Gaithersburg, Maryland 20878
            www.genvec.com
             (240) 632-0740

          Background Information                       Board Compensation            N2K Contact Name

Prior to joining GenVec, he was Executive Vice
   President of Research and Development with
     Oncologix, Inc. (now Antigenics, Inc.), a
  biotechnology company. Previous experience
                                                  During 2006, each non-employee
  included Manager, Cancer Research at Pfizer,
                                                 director received $2,000 per Board
   Inc., a pharmaceutical company. Dr. Fischer
                                                      meeting attended, $1,000 per     Stephanie Ambrose/
received his B.S. in Biology from the University
                                                   committee meeting attended and          Ellen Fish
 of Denver, his Ph.D. in Pharmacology from the
                                                   $3,000 per quarter as a retainer.
  University of California at San Francisco and
                                                   The Company‘s Chairman of the
        performed post-doctoral research in
                                                  Board received $4,000 per Board
    Pharmacology at Yale University School of
                                                      meeting attended, $1,000 per
    Medicine and was an associate Professor of
                                                   committee meeting attended and
Human Oncology at the University of Wisconsin.
                                                   $6,000 per quarter as a retainer.
                                                     Directors were reimbursed for
                                                      expenses in connection with
                                                 attendance at Board and committee
                                                     meetings. Each non-employee
                                                       director receives: (i) upon
                                                  becoming a director, an option to
                                                 purchase 20,000 shares of Common
                                                  Stock which is exercisable ratably
                                                  over a four-year period and (ii) on
                                                 the date of our annual stockholders
                                                 meeting, an automatic annual grant
                                                   of an option to purchase 15,000
                                                  shares of Common Stock, 50% of
                                                    which becomes exercisable six
                                                  months after the date of grant and
                                                 50% of which becomes exercisable
                                                 12 months after the date of grant. In
                                                    the case of the Chairman of the
                                                  Board, the automatic annual grant
                                                  covers 22,500 shares of Common
                                                   Stock. Director options have an
                                                     exercise price equal to the fair
                                                  market value of GenVec common
                                                 stock on the date of the grant and a
                                                     ten-year term. Mr. Werner has
                                                     declined to accept options for
                                                          service on the Board.
                                                      $3,000 per quarter as a retainer.
                                                      The Company‘s Chairman of the
                                                     Board received $4,000 per Board
                                                         meeting attended, $1,000 per
                                                      committee meeting attended and
                                                      $6,000 per quarter as a retainer.
                                                        Directors were reimbursed for
                                                         expenses in connection with
   Dr. Hockmeyer founded MedImmune, Inc. in         attendance at Board and committee
   April 1988 as President and Chief Executive          meetings. Each non-employee
      Officer and was elected as a director of            director receives: (i) upon
    MedImmune in May 1988. Dr. Hockmeyer             becoming a director, an option to
  became Chairman of the Board of Directors of      purchase 20,000 shares of Common
  MedImmune in May 1993. He relinquished his         Stock which is exercisable ratably
  position as Chief Executive Officer in October     over a four-year period and (ii) on
   2000 and now serves as the Chairman of the       the date of our annual stockholders
Board of Directors and President of MedImmune       meeting, an automatic annual grant
     Ventures, Inc. Dr. Hockmeyer earned his          of an option to purchase 15,000
bachelor‘s degree from Purdue University and his     shares of Common Stock, 50% of
Ph.D. from the University of Florida in 1972. Dr.      which becomes exercisable six
    Hockmeyer was recognized in 1998 by the          months after the date of grant and
     University of Florida as a Distinguished       50% of which becomes exercisable
   Alumunus and in 2002, Dr. Hockmeyer was          12 months after the date of grant. In
awarded a Doctor of Science honoris causa from         the case of the Chairman of the
 Purdue University. Dr. Hockmeyer is a member        Board, the automatic annual grant
     of the Maryland Economic Development            covers 22,500 shares of Common
    Commission and the Maryland Governor‘s            Stock. Director options have an
Workforce Investment Board (GWIB). He is also           exercise price equal to the fair
 a member of the Board of Directors of Advancis      market value of GenVec common
        Pharmaceutical Corporation, Vanda           stock on the date of the grant and a
  Pharmaceuticals Inc., Idenix Pharmaceuticals,         ten-year term. Mr. Werner has
 Inc., and TolerRx, Inc. and serves on the boards       declined to accept options for
     of several educational and philanthropic                service on the Board.
                  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 to 1991. Prior to 1989, Dr.
    Horovitz spent 30 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 Pittsburgh.
 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 biotechnology company. Prior to his
    tenure at 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, Dean of the School of Medicine, and the
   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. Werner is a co-founder of HealthCare
              Ventures, a venture capital fund specializing in
             health care. Prior to the formation of HealthCare
               Ventures in 1985, Mr. Werner was Director of
                   New Ventures for Johnson & Johnson
                  Development Corporation. Before joining
             Johnson & Johnson in 1980, he was Senior Vice
             President of Robert S. First, Inc. Mr. Werner has
               served as a director for over thirty public and
            private companies in the health care field and has
             specialized in the formation of new high-science
            companies. Mr. Werner was elected to GenVec‘s
            Board pursuant to the Investor Rights Agreement
               between GenVec and HealthCare Ventures in
            connection with HealthCare Ventures‘ investment
            in GenVec in December 2001. In connection with
             its investment, HealthCare Ventures was granted
                the right to designate one individual to fill a
               vacancy created on the Board pursuant to the
            Investor Rights Agreement. Mr. Werner holds BS
              and MS degrees in engineering from Princeton
                 University and an MBA from The Harvard
                               Business School.




              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 Rho, Mr.
              Ruch was employed in investment 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.


Governance Committee are William N. Kelley, M.D. (Chairman), Wayne T. Hockmeyer, Ph.D. and Zola P. Horovitz, Ph.D.
R. Schneebaum (Chairman), Zola P. Horovitz, Ph.D., and William N. Kelley, M.D. On April 18, 2007, Barbara Franklin, the former Chairman
are Wayne T. Hockmeyer, Ph.D. (Chairman), Joshua Ruch and Harold R. Werner.
                 Last
N2K Contact
               Updated/
  Number
                Source




               2007 Proxy
410-277-2857
                 Report
ola P. Horovitz, Ph.D.
Barbara Franklin, the former Chairman of the Audit Committee, resigned from the Board of Directors.
                      Number of
Public or Number of                 Names of
                       Female                       Age/Term/Expiration
 Private  Directors                 Directors
                      Directors




                                     Scott N.         50/Director since
 Public      7            1
                                    Greenberg            1987/2008




                                                      64/Director since
                                  Harvey P. Eisen
                                                     2005/Expires 2008
                      68/Director since
Marshall S. Geller
                     2002/Expires 2008
  Richard C.          51/Director since
 Pfenniger, Jr.      2005/Expires 2008




                   73/ Director since 2007/
A. Marvin Strait
                        Expires 2008
               Gene A.      60/ Director since 2007/
              Washington         Expires 2008




                            71/ Director since 2007/
             Sue W. Kelly
                                 Expires 2008




The members of the Audit Committee are Ogden R. Reid, Marshall S. Geller and Richard C. Pfenniger,
The members of the Compensation Committee are Harvey P. Eisen, Marshall S. Geller and Richard C.
The members of the Nominating/Corporate Governance Committee are Harvey P. Eisen, Marshall S. G
    GP Strategies Corporation.
  6095 Marshalee Drive, Suite 300
        Elkridge, MD 21075
      www.gpworldwidecom
          (888) 843-4784
                                                                                                     N2K Contact
   Business Background Information                Board Compensation          N2K Contact Name
                                                                                                       Number
 President from 2001 until February 2006
 and Chief Executive Officer since April         Our Board of Directors has
   2005. He was Chief Financial Officer            adopted guidelines for the
      from 1989 until December 2005,               compensation of our non-
  Executive Vice President from 1998 to         employee directors. Effective
  2001, and Vice President from 1985 to       July 1, 2006, our non-employee
   1998. He has been a Director of GSE         directors are paid a retainer of
Systems, Inc. ("GSE") since 1999 and was        $25,000 per year. In addition,  Stephanie Ambrose/
                                                                                                     410-277-2857
   a Director of Five Star Products, Inc.         the Chairman of the Board         Ellen Fish
  ("Five Star") from 1998 to 2003 and a        receives an additional $40,000
    Director of Valera Pharamceuticals          per year; the Chairman of the
     ("Valera') until January 2005. Mr.         Audit Committee receives an
  Greenberg has also been a Director and         additional $15,000 per year;
Chief Financial Officer of National Patent           members of the Audit
         Development Corporation             Committee receive an additional
           ("NPDC") since 2004.              $5,000 per year; the Chairman of
   He has been Chairman and Managing            the Compensation Committee
  Member of Bedford Oak Management,          receives an additional $5,000 per
 LLC since 1998. Prior thereto, Mr. Eisen          year; and members of the
     served as Senior Vice President of            Compensation Committee
 Travelers, Inc. and of Primerica prior to    receive an additional $2,500 per
  its merger with Travelers in 1993. Mr.          year. These annual fees are
     Eisen has over thirty years of asset     prorated and paid on a quarterly
      management experience, is often              basis. At the option of the
  consulted by the national media for his      directors, up to one-half of the
   views on all phases of the investment     fees may be paid in shares of our
 marketplace, and is frequently quoted in      Common Stock. In addition to
 The Wall Street Journal, The New York         the annual retainers, each non-
   Times, PensionWorld, U.S. News &               employee director receives
    World Report, Financial World and          $1,500 for each Board meeting
Business Week, among others. Mr. Eisen            attended and $750 for each
 also appears regularly on such television   committee meeting attended, but
programs as Wall Street Week, CNN, and        only if the committee meeting is
   CNBC. Mr. Eisen is a Trustee of the        held on a different date than the
 University of Missouri Business School        Board meeting. On September
 where he established the first accredited       14, 2006, we granted 2,000
course on the Warren Buffet Principles of    shares of restricted stock to each
    Investing. Mr. Eisen has also been a       non-employee director, which
Director of NPDC since August 2004. He          stock vests quarterly over one
  is also 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
  Francisco, Chicago, Hong Kong and 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
   Council for the College of Business &
 Economics at California State University,
    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 Whitman Education Group,
 Inc., a 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 and
   Chairman of the Audit Committee 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 present position with the
             NFL in 1994. 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 District of New York.
                While in 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.
 re Ogden R. Reid, Marshall S. Geller and Richard C. Pfenniger, Jr.
mmittee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
rate Governance Committee are Harvey P. Eisen, Marshall S. Geller and Richard C. Pfenniger, Jr.
  Last
 Updated




2007 proxy
                                                                       Cytomedix, Inc.
                                                                416 Hungerford Drive, Suite 330
                                                                  Rockville, Maryland 20850
                                                                     www.cytomedix.com
                                                                       (240) 499-2680

Public            Number of                                                                                                                               Last
        Number of             Names of                                                                                                    N2K Contact
  or               Female                 Age/Term/Expiration       Background Information        Board Compensation   N2K Contact Name                 Updated/
        Directors             Directors                                                                                                     Number
Private           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 technical and regulatory      For service during 2006, each
                                                   affairs. Prior to that, he held numerous       non-employee director was
                                                    senior positions at the Food and Drug      entitled to and received options
                                                 Administration (FDA) over a twenty year         to purchase 30,000 shares of
                                                      period. He retired from the FDA as       the Company‘s Common stock;
                                                   director of the Center for Devices and          each committee chair was
                                                 Radiological Health (CDRH). Earlier, he       entitled to and received options
                                                    served as deputy commissioner of the         to purchase 10,000 shares of
                 James S.   68/ Director since                                                                                  Stephanie Ambrose/ Ellen                  2007 Proxy
Public   6   0                                    FDA, and also as its commissioner for a      the Company‘s Common stock;                                 410-277-2857
                  Benson    2004/Expires 2008                                                                                             Fish                              Report
                                                  one-year period. During his tenure with         each non-employee director
                                                    the FDA, Mr. Benson worked closely            was entitled to and received
                                                 with other Federal Agencies and worked          $500 for his participation in
                                                 with Congress to craft and create various      each telephonic meeting of the
                                                 pieces of legislation including "The Food         Board or a Committee and
                                                  and Drug Modernization Act of 1997",          $1,000 for his participation in
                                                  "The Biomaterials Access Act of 1998"         each in-person meeting of the
                                                  and "The Medical Device User Fee and              Board or a Committee.
                                                 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 markets. He is a former partner of
DAVID P.   44/ Director since January      All American Leasing, a municipal
 CREWS        2001/ Expires 2008          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-sized businesses. Prior
                                         to establishing Deva & Associates in
                                      1991, Mr. Deva was a partner at Touche
ARUN K.   62/ Director since 2004/
                                     Ross & Co. (now Deloitte & Touche). He
 DEVA          Expires 2008
                                       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 appointed to the Maryland
                                          Banking Board by the Governor of
                                       Maryland for a six-year term ending in
                                       2008. Mr. Deva earned his Bachelor of
                                     Commerce degree in accounting from St.
                                      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 $4 billion in
DAVID F.   68 Director since 2004/
                                     combined annual sales. He joined Baxter
DROHAN         Expires 2008
                                        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 laboratory
 MARK T.                               requirements in virtually every clinical
            51 Director since 2004/
McLOUGHLI                               laboratory discipline. Prior to joining
                Expires 2008
    N                                     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.
                                            Prior to entering the private sector, Dr.
                                               Mohan served in various capacities
DR. KSHITIJ    62/ Director since 2004/
                                                 within the U.S. Food and Drug
 MOHAN              Expires 2008
                                             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 numerous Boards
                                          including the Corporate Advisory Boards
                                                of the Schools of Engineering at

Audit Committee: Arun Deva (chairman), David Crews and David Drohan
Compensation Committee: Mark McLoughlin (chairman), David Crews and David Drohan
NOMINATING AND GOVERNANCE COMMITTEE - James Benson serves as the chairman of the
committee and the other members are Arun Deva and Mark McLoughlin.
                                                                           GSE SYSTEMS, INC.
                                                                      7133 Rutherford Road, Suite 200
                                                                           Baltimore, MD 21244
                                                                              www.gses.com
                                                                              (410) 277-3740

Public            Number of                                                                                                                                                                   Last
        Number of             Names of                                                                                                                                       N2K Contact
  or               Female                 Age/Term/Expiration               Background Information                   Board Compensation            N2K Contact Name                         Updated/
        Directors             Directors                                                                                                                                        Number
Private           Directors                                                                                                                                                                  Source

                                                                          Mr. Feldman was founder of GP             Annual Retainer: An annual
                                                                      Strategies and was its Chief Executive     retainer of $12,000 will be paid
                                                                     Officer and Chairman of the Board until         to all Directors who do not
                                                                        April 2005. On April 26, 2005 Mr.        chair a committee and have not
                                                                       Feldman was elected Chairman of the              been employees of the
                                                                      Executive Committee of GP Strategies.          Company for the last three
                                                                      He has been Chairman of the Board of              years (―Non-employee
                                                                        Five Star Products, Inc., a paint and          Directors‖) and who are
                                                                         hardware distributor, since 1994;               otherwise eligible in
                                                                         Chairman of the Board and Chief            accordance with applicable
                              Jerome I.   79/ Director since 1994/                                                                                Stephanie Ambrose/ Ellen                  2007 Proxy
Public     9         0                                                 Executive Officer of National Patent             Company policies and                                 410-277-2857
                              Feldman          Expires 2008                                                                                                 Fish                              Report
                                                                       Development Corporation, a holding             regulatory guidelines and
                                                                         company with interests in optical       requirements. The Chairman of
                                                                     plastics, paint and hardware distribution        the Audit Committee, the
                                                                         services since August 2004; and a       Chairman of the Compensation
                                                                     Director of Valera Pharmaceuticals, Inc.,    Committee and the Chairman
                                                                       a specialty pharmaceutical company,        of the Board will each be paid
                                                                     since January 2005. Mr. Feldman is also      an annual retainer of $25,000
                                                                     Chairman of the New England Colleges        per year. Board and Committee
                                                                          Fund and a Trustee of Northern          Meeting Attendance Fees: All
                                                                         Westchester Hospital Foundation.          Non-employee Directors will
                                                                                                                  be paid $1,500 for each Board
                                                                                                                  meeting attended. Members of
                                                                                                                   the Audit Committee and the
                                                                                                                  Compensation Committee will
                                                                                                                        receive $500 for each
                                                                                                                  Committee meeting attended.
                                                                                                                   Stock Options: On an annual
                                                                                                                     basis, each Non-employee
                                                                                                                  Director will be awarded non-
                                                                                                                    qualified GSE stock options
                                                                                                                  (―Non-Qualified Options‖) to
                                                                                   of the Board will each be paid
                                                                                   an annual retainer of $25,000
                                                                                  per year. Board and Committee
                                                                                   Meeting Attendance Fees: All
                                                                                   Non-employee Directors will
                                                                                  be paid $1,500 for each Board
                                           Mr. Feldman joined the Company in      meeting attended. Members of
                                          early 2004 as Director of International   the Audit Committee and the
                                           Sales and Marketing. Prior to joining  Compensation Committee will
                                        GSE, he was Chief Executive Officer of          receive $500 for each
                                           RedStorm Scientific, Inc., a biotech    Committee meeting attended.
                                           company that assists pharmaceutical      Stock Options: On an annual
                                             companies in shortening the drug         basis, each Non-employee
Michael D.   40/ Director since January        discovery process through its       Director will be awarded non-
 Feldman        2006/ Expires 2008       understanding of proteins. Mr. Feldman qualified GSE stock options
                                          had previously held positions with GP    (―Non-Qualified Options‖) to
                                            Strategies Corporation and General     purchase 10,000 shares of the
                                             Physics in international sales and      Company‘s common stock,
                                        marketing. Mr. Feldman graduated from        pursuant to the Company‘s
                                          Cornell University with a BA in 1989.      1995 Long-Term Incentive
                                           Mr. Feldman is the son of Jerome I.           Plan (as amended).
                                        Feldman, the Company's Chairman of the
                                                           Board.
                                         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 Strategies from
                                            1997 to 2001; a director of General
Sheldon L.   74/ Director since 1995/
                                        Physics Corporation from 1987 to 1995;
 Glashow          Expires 2008
                                           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 member of the
                                            Russian and Korean Academies of
                                                          Sciences.
                                         Mr. Greenberg has served on the Board
                                        of Directors of GP Strategies since 1987,
                                            was its President from 2001 until
                                         February 2006, and its Chief Executive
 Scott N.    51/ Director since 1999/     Officer since April 2005. He was the
Greenberg         Expires 2008          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 states
 Roger L.     65/ Director since 2001/         of the former Soviet Union. Dr.
Hagengruber        Expires 2008             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
                                          Wisconsin, with his doctorate in nuclear
                                            physics. He is also a graduate of the
                                          Industrial College of the Armed Forces.
                                       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
                                          dehumidification equipment. He has
Joseph W.   72/ Director since 2000/        served as a director of Wheaton
  Lewis          Expires 2008          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 division of Rockwell
                                               International Corporation.
                                           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
                                               distributor of home improvement
                57/ Director since 2003/
John V. Moren                              products in the Northeast, was a majority-
                     Expires 2008
                                           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 Strategies, from
                                                         1994 to 2000.
                                         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
                                       ManTech subsidiaries. Mr. Pedersen also
George J.   72/ Director since 1994/
                                       serves as a director, Vice President and a
Pedersen         Expires 2008
                                         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
                                       Board of Directors of the Association for
                                                  Enterprise Integration.
                                               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 Committee at Oppenheimer &
                                                Co., a member of its Executive
O. Lee Tawes,   60/ Director since August
                                                Committee and a member of its
     III           2006/ Expires 2008
                                           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 Middletown
                                                           Delaware.

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
                      Number of
Public or Number of                 Names of
                       Female                      Age/Term/Expiration
 Private  Directors                 Directors
                      Directors




                                  Ivan R. Sabel,   62/ Director since 1986/
 Public      9            1
                                      CPO               Expires 2008
                  61/ Director since 2002/
Thomas F. Kirk
                       Expires 2008




  Edmond E.       72/ Director since 1996/
Charrette, M.D.        Expires 2008
 Thomas P.      63/ Director since 1991/
Cooper, M.D.         Expires 2008




  Cynthia L.    54/ Director since 2003/
Feldmann, CPA        Expires 2008




                45/ Director since 2001/
Eric A. Green
                     Expires 2008
H.E. Thranhardt, 67/ Director since 1996/
      CPO             Expires 2008




                  67/ Director since 1996/
Isaac Kaufman
                       Expires 2008
                               43/ Director since 2006/
           Bennett Rosenthal
                                    Expires 2008




The Audit Committee held seven meetings during 2006 and presently consists of Cynthia L. Feldmann (
The Compensation Committee presently consists of Eric Green (Chair), Thomas P. Cooper, M.D. and E
The Corporate Governance and Nominating Committee presently consists of Thomas P. Cooper, M.D. (
   Hanger Orthopedic Group, Inc. 2
  Bethesda Metro Center, Suite 1200
      Bethesda, Maryland 20814
   www.hanger.com (301) 986-0701
                                                                                                           N2K Contact
    Business Background Information                    Board Compensation           N2K Contact Name
                                                                                                             Number
  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 President
 of Capital Orthopedics, Inc. from 1968 until
  acquired in 1986. Mr. Sabel is a Certified
  Prosthetist and Orthotist, a former clinical
 instructor in orthopedics at the Georgetown
  University Medical School in Washington,       An annual cash retainer of $30,000
                                                                                      Stephanie Ambrose/
 DC, a member of the Government Relations        paid in four equal installments. As                       410-277-2857
                                                                                          Ellen Fish
  Committee of the American Orthotic and              outlined above, this may be
Prosthetic Association, a former Chairman of       converted to restricted shares; if
     the National Commission for Heatlh          selected, this is converted at 110%
Certifying Agencies, a former member of the          of the cash retainer value. An
   Strategic Planning Committee, a current          annual grant of 8,500 shares of
member of the U.S. Veterans Administration       restricted stock. These shares have
  Affairs Committee of AOPA and a former            a 3-year vesting cycle (1/3 per
     President of the American Board for           year). A $1,500 honorarium for
  Certification in Orthotics and Prosthetics.    Board meetings attended in person,
    Mr. Sabel also serves on the Board of           a $1,000 honorarium for Board
    Drectors of Beverly Enterprises, Inc., a     meetings attended via a conference
   company engaged in the ownership and           call, and a $1,000 honorarium for
operation of nursing homes, and as a member       any Committee meeting, whether
     of the Medical Advisory Board of DJ               attended in person or via a
  Orthopedics, Inc., a manufacturer of knee         conference call. A $7,500 cash
braces. Mr. Sabel holds a B.S. in Prosthetics    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 time as the first
                                                     installment of the annual cash
                                                   retainer. The Lead Director (Dr.
                                                    Tom Cooper) also received an
                                                 additional $7,500 cash retainer and
                                                   2,000 shares of restricted stock.
                                                   a $1,000 honorarium for Board
                                                meetings attended via a conference
                                                 call, and a $1,000 honorarium for
                                                 any Committee meeting, whether
                                                      attended in person or via a
                                                   conference call. A $7,500 cash
  Mr. Kirk has been the President and Chief retainer for the chairpersons of the
Operating Officer of Hanger since January 2,           Audit and Compensation
  2002. From September 1998 to January 1,          Committees and a $5,000 cash
      2002, Mr. Kirk was a principal with       retainer for the chairpersons of the
      AlixPartners, LLC, the management                Corporate Governance &
  consluting company retained by Hanger to            Nominating and Quality &
   facilitate its reengineering process. From    Technology Committees, paid at
 May 1997 to August 1998, Mr. Kirk served              the same time as the first
  as Vice President, Planning, Development          installment of the annual cash
   and Quality for FPL Group, a full service      retainer. The Lead Director (Dr.
   energy provider located in Florida. From        Tom Cooper) also received an
 April 1996 to April 1997, he served as Vice additional $7,500 cash retainer and
   President and Chief FinanciaL officer for      2,000 shares of restricted stock.
        Quaker Chemical Corporation in
     Pennsyvania. From Devember 1987 to
     March 1996, he served as Senior Vice
   President and Chief Financial Officer for
    Rhone-Poulenc, S.A. in Princeton, New
Jersey and Paris, France. From 1977 to 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. Previously, he was the Executive Vice
    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 President and Chief Executive
   Officer of 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-Charge of Cooper's &
Lybrand Life 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 the Merchant Banking Group at
     Paribas 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 employment with JEH in
 1958, has 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 Officer of VSI
 Group, Inc. from October 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 originating,
             structuring and negotiating 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.

ngs during 2006 and presently consists of Cynthia L. Feldmann (Chair), Eric Green, and Isaac Kaufman.
y consists of Eric Green (Chair), Thomas P. Cooper, M.D. and Edmond E. Charrette, M.D
ating Committee presently consists of Thomas P. Cooper, M.D. (Chair), Bennett Rosenthal, and Edmond E. Charrette, M.D.
  Last
 Updated




2007 Proxy
                                                                    Human Genome Sciences, Inc.
                                                                      14200 Shady Grove Road
                                                                      Rockville, Maryland 20850
                                                                    www.hgsi.com (301) 309-8504
                      Number of                                                                                                                               Last
Public or Number of               Names of                                                                                                    N2K Contact
                       Female                 Age/Term/Expiration   Business Background Information   Board Compensation   N2K Contact Name                 Updated/
 Private  Directors               Directors                                                                                                     Number
                      Directors                                                                                                                              Source
                                                                                                    In 2006, each director who was
                                                                                                    not an employee was eligible to
                                                                                                  receive a director‘s fee of $25,000
                                                             Designated as lead independent
                                                                                                    per year and a fee ranging from
                                                          director. Dr. Link has held a number
                                                                                                  $1,500 to $2,000 for participation
                                                                of executive positions with
                                                                                                    in each meeting of the Board of
                                                              pharmaceutical and healthcare
                                                                                                        Directors or meeting of a
                                                           companies. From March 2001 until
                                                                                                             committee of the
                                                              September 2003, he served as
                                                                                                  Board of Directors. The Chairman
                                                           Chairman and subsequently CEO of
                                                                                                      of the Board is entitled to an
                                                           Centerpulse, Ltd. (previously Sulzer
                                                                                                   additional director fee at a rate of
                                                               Medica). He served as Chief
                                                                                                          $25,000 per year. The
                                                         Executive Officer of Corange Limited,
                                                                                                   chairman of the Audit Committee
                                                         from May 1993 until June 1994. Prior
                                                                                                   is entitled to an additional annual
                                                          to joining Corange Limited, Dr. Link
                                                                                                  fee at a rate of $10,000, with each
                                    66/ Director since      held a number of positions within                                             Stephanie Ambrose/
Public   9   0   Max Link, Ph.D.                                                                    member of the Audit Committee                              410-277-2857 2007 Proxy
                                   1995/ Expires 2008     Sandoz Pharma Ltd., including Chief                                                 Ellen Fish
                                                                                                    other than the chair receiving an
                                                            Executive Officer from 1987 until
                                                                                                      additional fee of $5,000. The
                                                         April 1992, and Chairman from April
                                                                                                        chairmen of the Audit and
                                                              1992 until May 1993. Dr. Link
                                                                                                              Compensation
                                                            currently serves on the Boards of
                                                                                                      Committees are entitled to an
                                                         Directors of Access Pharmaceuticals,
                                                                                                    additional director fee of $5,000
                                                           Inc.; Alexion Pharmaceuticals, Inc.;
                                                                                                    per year. Directors who are also
                                                             Cell Therapeutics, Inc.; Celsion
                                                                                                         employees received no
                                                              Corporation; CytRx; Discovery
                                                                                                  compensation for their services to
                                                         Laboratories, Inc.; and Protein Design
                                                                                                        us as directors. Each non-
                                                             Labs, Inc. Dr. Link received his
                                                                                                     employee director is entitled to
                                                             doctorate in Economics from the
                                                                                                      receive an automatic grant of
                                                                 University of St. Gallen.
                                                                                                  options to purchase 25,000 shares
                                                                                                  of Common Stock on the date that
                                                                                                  such non-employee director is first
                                                                                                    elected or appointed. Each non-
                                        Since December 2002, after retiring
                                          from Millennium Pharmaceuticals,
                                         Inc., a biopharmaceutical company,
                                         Mr. Starr has been an entrepreneur.
                                         From December 2001 to December
                                            2002, Mr. Starr served as Chief
                                           Operating Officer of Millennium
                                        Pharmaceuticals, Inc. Mr. Starr also
                                             served as Millennium‘s Chief
                                           Financial Officer from December
                                        1998 to December 2002. From June
                                          2000 to December 2001, Mr. Starr
                                            served in various vice president
                  45/ Director since      positions at Millennium, including
Kevin P. Starr
                 2006/ Expires 2008      Executive Vice President, Business
                                       Operations, and Senior Vice President.
                                          From 1991 to 1998 Mr. Starr held
                                        various financial positions, including
                                        Corporate Controller, at Biogen, Inc.
                                        He holds a B.A. in Mathematics and
                                       Business from Colby College, and an
                                            M.S. in Corporate Finance from
                                        Boston College. Mr. Starr serves on
                                          the Board of Directors of Alnylam
                                                Pharmaceuticals, Vitae
                                          Pharmaceuticals, Zafgen, Konarka
                                       Technologies, and Cambridge Savings
                                                         Bank.
                                  From September 1998 to August 2004,
                                        served as President of TAP
                                      Pharmaceutical Products, Inc.
                                    Employed by Abbott Laboratories
                                  from September 1985 to August 1998
                                         in various positions in the
                                    Pharmaceutical Products Division,
                                         Diagnostics Division and
                                  HealthSystems Division. Mr. Watkins
H. Thomas    54/ Director since    serves as a Member of the Advisory
 Watkins    2004/ Expires 2009       Board for the School of Business
                                     Administration at the College of
                                  William & Mary. Serves as a Director
                                       of the Lake Forest Hospital
                                     Foundation. Mr. Watkins holds a
                                        masters degree in Business
                                  Administration from the University of
                                  Chicago Graduate School of Business
                                    and a bachelors degree in Business
                                    Administration from the College of
                                             William & Mary.
                                    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
Augustine    50/ Director since    BioSurface Technology. Mr. Lawlor
 Lawlor     2004/ Expires 2009     serves on 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.    62/ Director since    member of the Board of Governors
 Danzig      2001/ Expires 2007 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
Jurgen Drews,    73/ Director since Development at the Roche Group from
    M.D.        1998/ Expires 2007 1991 until 1996. 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;
A. N. “Jerry”                              President, North American
                 55/ Director since      Pharmaceuticals at SmithKline
Karabelas,
                2002/ 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, following
                                       Wyeth‘s acquisition of Genetics
                55/ Director since  Institute, where Mr. Ha-Ngoc served
Tuan Ha-Ngoc
               2005/ Expires 2007
                                      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 nonprofit organizations,
                                       including the Harvard School of
                                                    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 (ASCO), the
                                                      American Cancer Society and the
             Robert C.        67/ Director since      International Gynecologic Cancer
            Young, M.D.      2005/ Expires 2007
                                                      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 B.Sc. degree
                                                     in zoology in 1960 from Ohio State
                                                   University and his M.D. in 1965 from
The Audit Committee, currently consists of Messrs. Lawlor, Ha-Ngoc and Starr and Dr. Link.
The Compensation Committee currently consists of Drs. Link and Karabelas and Mr. Lawlor.
The Nominating and Corporate Governance Committee, currently consists of Mr. Danzig and Drs. Drews and Young
                                                                      HealthExtras, Inc. 800 King
                                                                      Fram Boulevard Rockville,
                                                                           Maryland 20850
                                                                    www.healthextra.com (800) 323-
                                                                                 6640
                      Number of
Public or Number of               Names of                                                                                                    N2K Contact    Last
                       Female                 Age/Term/Expiration   Business Background Information   Board Compensation   N2K Contact Name
 Private  Directors               Directors                                                                                                     Number      Updated
                      Directors
                                                                                                      Our directors are compensated
                                                                                                       through a combination of cash
                                                                                                          retainers and equity-based
                                                                                                     incentives. The level and mix of
                                                                                                           director compensation is
                                                                                                           revised by the Board of
                                                                                                                Directors, upon
                                                                                                            recommendation of the
                                                           Chief Executive Officer who initially
                                                                                                     Compensation Committee, on a
                                                            joined a predecessor of HealthEtras
                                                                                                           periodic basis to ensure
                                                             in 1997 as Chief Financial Officer.
                                                                                                      consistency with the objectives
                                                           From 1995 to 1997, Mr. Blair was the
                                                                                                         of our overall compensation
                                                           Finance Manager of United Payors &
                                                                                                          philosophy. Our review of
                                                               United Providers Inc. At United
                                                                                                        directors‘ compensation also
                                                           Payors & United Providers, Mr. Blair
                                                                                                     considers the increased liability
                                  37/ Director since 1999/ focused on its initial public offering                                      Stephanie Ambrose/
Public   9   0   David T. Blair                                                                        of directors at publicly-traded                      410-277-2857   2007 Proxy
                                       Expires 2008         and several strategic acquisitions. In                                         Ellen Fish
                                                                                                     companies due to changes in the
                                                               1994, Mr. Blair co-founded the
                                                                                                      regulatory environment and the
                                                               Continued Health Care Benefit
                                                                                                     heightened scrutiny of corporate
                                                             Program, which administers health
                                                                                                       governance practices. In 2006
                                                             care benefits to individuals leaving
                                                                                                       the Board undertook a review
                                                            the United States Armed Forces. In
                                                                                                        of our director compensation
                                                            1995, this program was merged into
                                                                                                     program. As part of that process
                                                             United Payors & United Providers.
                                                                                                      the Board reviewed a survey of
                                                                                                         director compensation at 39
                                                                                                        selected companies as well as
                                                                                                         the 2005 Towers Perrin HR
                                                                                                         Services report on ―Director
                                                                                                           Pay: Current Trends and
                                                                                                     Practices.‖ At the conclusion of
                                                                                                             this review the Board
                                                                                                       implemented our new director
                                                                                                         compensation program. The
                                                                                                       Board endeavored to establish
                                                                                                     director compensation programs
                                                                                                     at the competitive median of the
                                                                                                            marketplace for similar
                                                                                                         companies based on relative
                                                                                                       size, complexity and industry.
                                                                                                     The Board believes the director
                                                                                                       compensation program as now
                                                                                                        constituted is appropriate for
                                                                                      selected companies as well as
                                                                                        the 2005 Towers Perrin HR
                                                                                        Services report on ―Director
                                                                                          Pay: Current Trends and
                                                                                    Practices.‖ At the conclusion of
                                                                                            this review the Board
                                                                                      implemented our new director
                                                Mr. Brock is Chairman of the            compensation program. The
                                             Intellectual Development Systems,        Board endeavored to establish
                                            Inc., a firm he founded in 1996. He     director compensation programs
                                              has served as Senior Counsel and      at the competitive median of the
                                          trustee of the Center for Strategic and         marketplace for similar
                                           International Studies in Washington,         companies based on relative
                                           DC since 1994. From 1988 to 1994,          size, complexity and industry.
                                          Mr. Brock served as Chairman of the       The Board believes the director
                                          Brock Group, a consulting firm. From       compensation program as now
                                               1988 to 1991, he served as the          constituted is appropriate for
                 76/ Director since 2000/
William E. Brock                          Chairman of the National Endowment               attracting and retaining
                      Expires 2010
                                           for Democracy. From 1985 to 1987,        qualified directors and aligning
                                                he served as the United States       their interests with those of our
                                          Secretary of Labor, and from 1981 to         shareholders. Consistent with
                                              1985, he was United States Trade           our overall compensation
                                            Representative. Mr. Brock has also      philosophy, Directors who were
                                          served for eight years as a member of         not employees, who did not
                                                 the United States House of             have a beneficial interest in
                                          Representatives and for six years as a       10% or more of our common
                                          member of the US Senate. Mr. Brock        stock and who were not officers
                                            is a director of On Assignment, Inc.      or employees of organizations
                                                                                    that owned 10% or more of our
                                                                                       common stock, referred to as
                                                                                    ―Qualifying Directors‖, are paid
                                                                                    annual cash retainers for Board
                                                                                           and committee service,
                                                                                    respectively, and are granted an
                                                                                    award of restricted stock. These
                                                                                    payments and awards constitute
                                                                                         payment for all Board and
                                                                                          committee meetings and
                                                                                           responsibilities. Those
                                                                                          Directors who were not
                                                                                                  Qualifying
                                                                                            Directors received no
                                                                                      compensation for service. Mr.
                                                                                    Thomas Blair, whose ownership
                                                                                      level has been reduced below
                                                                                     10%, has waived the receipt of
                                                                                       compensation so that he will
                                                                                    continue to be treated as a non-
                                                                                      not employees, who did not
                                                                                      have a beneficial interest in
                                                                                     10% or more of our common
                                                                                   stock and who were not officers
                                                                                    or employees of organizations
                                                                                   that owned 10% or more of our
                                                                                     common stock, referred to as
                                          Mr. Civera is Chairman of the Board      ―Qualifying Directors‖, are paid
                                          and a business executive with over 30    annual cash retainers for Board
                                            years of experience in operations,           and committee service,
                                          accounting and finance from both the     respectively, and are granted an
                                             public accounting and corporate       award of restricted stock. These
                                              perspective. He is currently the     payments and awards constitute
                                           Managing General Partner at Civera          payment for all Board and
                                             Investment Partnership, a private          committee meetings and
                                           investment partnership that consults          responsibilities. Those
                                            on financial, as well as merger and         Directors who were not
                                           acquisition strategies. From 1997 to                Qualifying
                 55/ Director since 2000/
Edward S. Civera                              2001, Mr. Civera was the Chief              Directors received no
                      Expires 2010
                                              Operating Officer and Co-Chief        compensation for service. Mr.
                                          Executive Officer of United Payors &     Thomas Blair, whose ownership
                                            United Providers, Inc., and worked       level has been reduced below
                                          with Thomas L. Blair in the founding      10%, has waived the receipt of
                                          of HealthExtras. Prior to his position      compensation so that he will
                                          at United Payors & United Providers,     continue to be treated as a non-
                                              Mr. Civera spent 25 years with          Qualifying Director until the
                                          Coopers & Lybrand, the last 15 years        Board has an opportunity to
                                              as both a partner and managing        review its policy. However, all
                                          partner focused on financial advisory       directors are reimbursed for
                                                   and auditing services.          reasonable travel and incidental
                                                                                    expenses incurred in attending
                                         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
                62/ Director since 1999/    Emergis Inc. in March 2000. Mr.
Thomas L. Blair
                     Expires 2010        Blair founded 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
                  63/ Director since 2003/       Committee. In 1972, prior to
Steven B. 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
                  45/ Director since 2005/     is on the board of directors for
Daniel L. Houston
                       Expires 2008          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
               53/ Director since 2003/
Dale B. Wolf                            Services, 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
Michael R.   43/ Director since 2005/ financing and advisory services to a
McDonnell         Expires 2009         variety of middle market companies.
                                       From 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 Healthcare
                                                        Administrator of the Year by the
                            49/ Director since 2006/
           Kenneth A. Samet                             American College of Healthcare
                                 Expires 2008
                                                       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 Chairman of
                                                      the AHA Regional III Policy Board.


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.
Current members of the Audit Committee are Michael R. McDonnell, Chairman, William E. Brock, Kenneth A. Samet and Dale B. Wolf.

Current members of the Compensation Committee are Dale B. Wolf, Chairman, Steven B. Epstein, Daniel J. Houston, Michael R. McDonnell and 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                                                                                                                                                     N2K Contact
               of     of Female                          Age/Term/Expiration                  Background Information                           Board Compensation           N2K Contact Name                      Updated/
 Private                              Directors                                                                                                                                                      Number
            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,
                                                                                                                                         Cash: • retainer of $50,000 per year                                      2007
                                                        68/ Director since 1996/   Covance, Inc., PartnerRe Ltd., and is Chairman of                                          Stephanie Ambrose/
 Public        7          2        Richard M. Baylis                                                                                        (payable monthly); • $1,250 for                        410-277-2857    Proxy
                                                           Expires every year         the Board of Gildan Activewear, Inc. He is an                                                Ellen Fish
                                                                                                                                            each Board meeting attended; •                                         Report
                                                                                        overseer of the University of Pennsylvania
                                                                                                                                         $1,250 for each committee meeting
                                                                                    Museum and a Trustee of the Rubin Museum of
                                                                                                                                         attended; • $1,250 for attendance at
                                                                                        Art in New York City. Mr. Baylis is also a
                                                                                                                                         the annual meeting of stockholders;
                                                                                          member of the Advisory Council of the
                                                                                                                                          • $7,500 per year to the committee
                                                                                    Economics Department of Princeton University.
                                                                                                                                           chair of the Compensation Policy
                                                                                           Ms. Korologos is Chair of the RAND                Committee (Ms. Korologos in
                                                                                    Corporation Board of Trustees, an international        2006) and the committee chair of
                                                                                        public policy research organization. From            the Nominating and Corporate
                                                                                    October 1996 to December 2005 she served as               Governance Committee (Ms.
                                                                                         Senior Advisor to Benedetto, Gartland &            McHale in 2006); • $10,000 per
                                                                                   Company, Inc., a private investment banking firm        year to the committee chair of the
                                                                                   in New York. She formerly served as President of         Audit Committee (Mr. Morse in
                                                                                    the Federal City Council from 1990 until 1995           2006); and • reimbursement of
                                                        62/ Director since 1995/
                                  Terence C. Golden                                    and as Chairman of the Aspen Institute from             customary and usual travel
                                                           Expires every year
                                                                                       1996 until August 2000. Ms. Korologos has                     expenses. Stock
                                                                                   served in several United States Administrations in        Compensation—Annual Stock
                                                                                    such positions as Secretary of Labor and Under                       Award
                                                                                    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 Corporation,
                                                                                         and Harman International Industries, Inc.
                                                                                           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 of
                                                                                    the Federal City Council from 1990 until 1995
                                   Ann McLaughlin       65/ Director since 1993/
                                                                                       and as Chairman of the Aspen Institute from
                                     Korologos             Expires every year
                                                                                       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 Corporation,
                                                                                         and Harman International Industries, Inc.
                                                                                    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
                                                        68/ Director since 1979/      Foundation. Mr. Marriott also serves on the
                                  Richard E. Marriott
                                                           Expires every year      Federal City 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
                                                        60/ Director since 2002/
                                   Judith A. McHale                                Communications from 1995 until June 2004 and
                                                           Expires every year
                                                                                    served as Executive Vice 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. and Washington Post
                                                        60/ Director since 2003/
                                  John B. Morse, Jr.                                   Productions, Inc., both subsidiaries of The
                                                           Expires every year
                                                                                    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. Nassetta is our President and Chief
                                                                                     Executive Officer. He also serves as a Director of
                                                                                        CoStar Group, Inc., is Second Vice Chair and
                                                                                       serves on the Board of Governors of National
                                                                                     Association of Real Estate Investment Trusts, is a
                                                                                       member and 2006 chairman-elect of The Real
                                                                                          Estate Roundtable, and is a member of the
                                                                                       McIntire School of Commerce Advisory Board
                                    Christopher J.      44/ Director since 1999/         for the University of Virginia. Mr. Nassetta
                                        Nassetta           Expires every year         joined our Company in 1995 as Executive Vice
                                                                                       President and was elected our Chief Operating
                                                                                       Officer in 1997. He became our President and
                                                                                       Chief Executive Officer in May 2000. Prior to
                                                                                       joining us, Mr. Nassetta served as President of
                                                                                     Bailey Realty Corporation from 1991 until 1995,
                                                                                      and had previously served as Chief Development
                                                                                       Officer and in various other positions with The
                                                                                                    Oliver Carr Company.
                                  Audit Committee Members: John B. Morse, Jr. (Chair), Terence C. Golden and Robert M. Baylis.
                                  Compensation Policy Committee Members: Ann McLaughlin Korologos (Chair), Robert M. Baylis and Judith McHale.
                                  Nominating and Corporate Governance Committee Members: Judith A. McHale (Chair), Ann McLaughlin Korologos and John B. Morse, Jr.
                                                                            IOMI CORPORATION 20 Firstfield Road,
                                                                              Suite 250 Gaithersburg, MD 20870
                                                                                     301/556-4500 www.
            Number Number
Public or                            Names of        Age/Term/Expiratio                                                                                                              N2K Contact     Last
               of     of Female                                                 Business Background Information                   Board Compensation              N2K Contact Name
 Private                             Directors               n                                                                                                                         Number       Updated
            Directors Directors
                                  Stanley C. Erck   57/Director since          Mr. Erck has served as President, Chief
                                                    2000/Expires in 2009     Executive Officer and Director since May
                                                                           2000. Mr. Erck has 30 years of management
                                                                            experience in healthcare and biotechnology.                                                                              2007
 Public        6          0                                                                                                                                         Nancy Sloane     443-524-8128
                                                                           Mr. Erck has worked at Baxter International,                                                                              Proxy
                                                                         Procept, and Integrated Genetics. Mr. Erck has
                                                                            a B.S. from the University of Illinois and an
                                                                              M.B.A. from the University of Chicago.
                                  M. James Barrett, 63/Director since        Dr. Barrett has served as a Director since          Employee directors do not
                                  Ph.D.             2002/Expires in 2009 December 2002 and as Chairman of the Board                receive any additional
                                                                         since January 2003. Dr. Barrett has served as a      compensation for their services
                                                                          general partner of New Enterprise Associates          on the board. Non-employee
                                                                            (NEA), a venture capital management firm,         directors are eligible to receive
                                                                          since September 2001. Dr. Barrett is currently      compensation from us for his or
                                                                              on the boards of Eximias Pharmaceutical         her services as a member of our
                                                                            Corporation, GlycoMimetics, Inc., Inhibitex,       board of directors or any of its
                                                                              Inc., MedImmune, Inc., Nucleonics, Inc.,        standing committees. Each such
                                                                              Peptimmune, Inc., Pharmion, Inc., Ruxton         non-employee director will be
                                                                            Pharmaceuticals, Sensors for Medicine and           entitled to receive: $20,000
                                                                            Science, Inc. and Targacept, Inc. Dr. Barrett     Annual Retainer;$5,000 Fee for
                                                                             served as Founder, Chairman and CEO of             service as Audit Committee
                                                                           Sensors for Medicine and Science from 1997         Chair; $1,000 Fee for service as
                                                                              until September 2001, where he remains             Audit Committee Member;
                                                                          Chairman. Prior to that, he was Chairman and           $2,500 Fee for service as
                                                                               CEO of Genetic Therapy (1987-1995),           Compensation Committee Chair;
                                                                         President and CEO of Life Technologies (1985-           $1,000 Fee for service as
                                                                            1987), and President and CEO of Bethesda             Compensation Committee
                                                                            Research Labs (1982-1983). Prior to 1982,         Member; $2,500 Fee for service
                                                                             Dr. Barrett worked in various divisions of          as Corporate Governance
                                                                            SmithKline. Dr. Barrett received a Ph.D. in      Committee Chair; $1,000 Fee for
                                                                         Biochemistry at the University of Tennessee, a      service as Corporate Governance
                                                                           Masters in Business Administration from the              Committee Member
                                                                           University of Santa Clara, and a Bachelor of
                                  Jeff              40/Director since     Dr. Himawan has served as a Partner at Essex
                                  Himawan, Ph.D. 2002/Expires in 2007        Woodlands Health Ventures, a healthcare-
                                                                         dedicated venture capital firm, from 2000 until
                                                                         the present. Dr. Himawan has been a Managing
                                                                           Director at Essex Woodlands since 2004 and
                                                                           currently serves on the Board of Directors of
                                                                               MediciNova, Light Sciences Oncology,
                                                                            Symphogen and Receptor Biologix. Prior to
                                                                          joining Essex Woodlands, Dr. Himawan was a
                                                                         co-founder and Managing Director of Seed-One
                                                                         Ventures, a venture capital firm that specializes
                                                                             in the initial formation, financing and early
                                                                          operational development of technology-based
                                                                         companies. At Seed-One, Dr. Himawan created
                                                                            and managed several early-stage companies
                                                                          including Elusys Therapeutics, a New Jersey-
                                                                             based biotechnology company. Prior to his
                                                                                 experiences at Seed-One Ventures,
                                                                          Dr. Himawan was a bench scientist with basic
                                                                             research experience in both industrial and
                                                                           academic settings. Dr. Himawan holds a B.S.
                                                                             degree in biology from the Massachusetts
                                                                           Institute of Technology and obtained a Ph.D.
                                                                           degree in biological chemistry and molecular
                                                                              pharmacology from Harvard University.


                                  R. Gordon         71/Director since       Dr. Douglas has served as a Director since
                                  Douglas, M.D.     2003/Expires in 2007   January 2003. Since May 1999 Dr. Douglas
                                                                             has served as a consultant to the Vaccine
                                                                            Research Center at the National Institute of
                                                                         Health and serves on the Boards of Directors of
                                                                           Advancis Pharmaceutical Corp., Vical, Inc.,
                                                                          Elusys Therapeutics, Inc., VaxInnate, Inc., and
                                                                            the Aeras Global TB Vaccine Foundation.
                                                                         Dr. Douglas was President of Merck Vaccines,
                                                                            responsible for the research, development,
                                                                             manufacturing, and marketing of Merck‘s
                                                                             vaccine products until May 1999. Prior to
                                                                             joining Merck in 1989, Dr. Douglas had a
                                                                               distinguished career as a physician and
                                                                               academician, specializing in infectious
                                                                               diseases. From 1982 to 1990, he was a
                                                                            Professor of Medicine and Chairman of the
                                                                          Department of Medicine at Cornell University
                                                                         Medical College and Physician in Chief of New
                                                                          York Hospital. He also served as Head of the
                                                                           Infectious Disease Unit at the University of
                                                                         Rochester School of Medicine. Dr. Douglas is
                                                                         a graduate of Princeton University and Cornell
                                  Richard           53/Director since       Dr. Douglas has served as a Director since
                                  Douglas, Ph.D.    2002/Expires in 2008 January 2002. Dr. Douglas has over 25 years
                                                                         of biotechnology experience and he is currently
                                                                         Senior Vice President, Corporate Development
                                                                          of Genzyme Corporation. From 1989 until the
                                                                         present he has led the Corporate Development
                                                                           function at Genzyme Corporation, including
                                                                               being active in mergers & acquisitions,
                                                                             partnering, licensing and the evaluation of
                                                                            external opportunities. From 1982 until its
                                                                           merger with Genzyme Corporation in 1989,
                                                                           Dr. Douglas served in science and corporate
                                                                         development capacities at Integrated Genetics.
                                                                          Dr. Douglas was a postdoctoral fellow at the
                                                                         California Institute of Technology. He received
                                                                             a Ph.D. from the University of California
                                                                              (Berkeley) in biochemistry and a B.S. in
                                  James             53/Director since       chemistry from the University of Michigan.
                                                                             Dr. Young has served as a Director since
                                  Young, Ph.D.      2002/Expires in 2008 December 2002. Dr. Young has over 30 years
                                                                               of experience in the fields of molecular
                                                                             genetics, microbiology, immunology, and
                                                                            pharmaceutical development. In December
                                                                         2000, Dr. Young was promoted to the position
                                                                            of president, research and development, at
                                                                                 MedImmune, Inc. Dr. Young joined
                                                                               MedImmune in 1989 as Vice President,
                                                                           Research and Development. In 1995, he was
                                                                         promoted to Senior Vice President and in 1999
                                                                          he was promoted to Executive Vice President,
                                                                                Research and Development. Prior to
                                                                           MedImmune, from 1983 to 1989, Dr. Young
                                                                         was instrumental in building the department of
                                                                           molecular genetics at Smith Kline & French
                                                                            Laboratories culminating in the position of
                                                                           Director, department of molecular genetics.
                                                                           From 1978 to 1983, he was on the faculty of
                                                                         the department of microbiology at Mount Sinai
                                                                               School of Medicine in New York, NY.
                                                                           Dr. Young received his Bachelor of Science
                                                                           degrees in biology and general science from
                                                                         Villanova University in Villanova, PA, and his

                                  Audit Committee: Gordon Douglas (Chair), Richard Douglas and Jeff Himawan
                                  Compensation Committee: James Barrett (Chair), Jeff Himawan and James Young.
                                  Governance and Nominations Committee: James Barrett (Chair), Jeff Himawan and James Young
                      Number of
Public or Number of
                       Female Names of Directors     Age/Term/Expiration
 Private  Directors
                      Directors




                                                     62/ Director since 2006/
 Public      9           0       John M. Albertine
                                                          Expires 2008
                   58, Director since 1996/
Thomas L. Gough
                        Expires 2008




                   47/ Director since 2006/
Peter J. Gaffney
                        Expires 2008
                   75/ Director since 1995/
Dominic A. Laiti
                        Expires 2008




                   70/ Director since 2006/
Alan W. Baldwin
                        Expires 2008
                     69/ Director since 2006/
Paul G. Casner Jr.
                          Expires 2008
William F. ―Mickey‖ 43/ Director since 2007/
     Harley, III         Expires 2008




    William F.       55/ Director since 2006/
    Leimkuhler            Expires 2008
                     53/ Director since 1995/
 R. Doss McComas
                          Expires 2008




Audit Committee: R. Doss McComas, Dominic A. Laiti (Chair), William F. Leimkuhler
Compensation Committee: R. Doss McComas, John M. Albertine, Alan W. Baldwin, Paul G. Casner J
(Chair), William F. Leimkuhler
Nominating Committee: John M. Albertine, Alan W. Baldwin (Chair), William F. “Mickey” Har
   INTEGRAL SYSTEMS, INC.
 5000 Philadelphia Way Lanham,
      Maryland 20706-4417
www.integ.com               (301)
            731-4233

                                                                                                          N2K Contact
   Business Background Information                    Board Compensation           N2K Contact Name
                                                                                                            Number




    Mr. Albertine has been a Director of 12
    publicly traded companies in his career.
    From 1969 through 1977, Mr. Albertine
                                                    Effective October 1, 2006, the
      served as the Associate Professor of
                                                 Company pays each director who
  Economics at Mary Washington College.
                                                 is not an employee and who is not
     From 1977 through 1979, he served as
                                                  the Chairman of the Board of the
  Legislative Assistant to Senator Lloyd M.
                                                 Company an aggregate of $24,000
 Bensten. From 1979 to 1980, he served as
                                                    per year for their services. In
    Executive Director to the Congressional
                                                    addition, directors receive an
    Joint Economic Committee. From 1981
                                                      additional $6,000 for each
through 1986, he served as President of the
                                                    committee they serve, up to a
American Business Conference. From 1986
                                                 maximum of two committees. The
 through 1990, he served as Vice Chairman                                            Stephanie Ambrose/
                                                      amounts are paid in equal                           410-277-2857
of the Fruit of the Loom Company. In 1990,                                               Ellen Fish
                                                     quarterly installments. From
        Dr. Albertine founded Albertine
                                                        December 1, 2005 until
  Enterprises, Inc., a merchant banking and
                                                 September 30, 2006, the Company
 consulting firm. Dr. Albertine has been the
                                                   paid each director who is not an
Chairman and CEO of Albertine Enterprises
                                                     employee and who is not the
   for the last 16 years and continues in that
                                                    Chairman of the Board of the
 position today. Currently, Mr. Albertine is
                                                 Company an aggregate of $20,000
  the Director of Kandant Co., NYSE, Vice
                                                  per year for their services, which
      Chairman of the Virginia Retirement
                                                     was increased from $18,500
     Systems and a member of the Virginia
                                                     effective December 1, 2005.
  Governor‘s Board of Economic Advisers.
 Mr. Albertine holds a PH.D in Economics
        from the University of Virginia.
In March 1996, he was elected to the Board
of Directors of the Company. He has served
as President and Chief Operating Officer of
  the Company since June 1992. For three
   years before being named President, he
      served as Vice President and Chief
    Financial Officer. Prior to joining the
  Company, Mr. Gough was employed by
 Business and Technological Systems, Inc.,
  where he managed the Software Systems
    Division. From 1972 to 1977, he was
       employed by Computer Sciences
   Corporation, where he progressed from
 Programmer Analyst to Section Manager.
 Mr. Gough earned a B.S. degree from the
   University of Maryland with a major in
  Information Systems Management in the
        School of Business and Public
                Administration.
 In April 2002, Mr. Gaffney was promoted
 to Executive Vice President, Commercial
  Products. In February 2000, Mr. Gaffney
was appointed Vice President, Commercial
  Products. From May 1999 until February
      2000, Mr. Gaffney served as Vice
President, Commercial Division. From 1986
  to 1992, he worked on simulators for the
 Company‘s DMSP and Tiros programs. In
   1992, he became a project manager for
  EPOCH 2000 ground systems programs,
  which included the Command and Range
  Generator project for GE Americom, the
   Loral Skynet Telstar 3, 4, and 5 ground
   systems, and the Echostar 1, 2, 3, and 4
  ground systems. Prior to joining Integral
Systems, Mr. Gaffney was a design engineer
    for the General Electric Co., where he
worked on the DSCS, Milstar, Landsat, and
     Spot satellite programs. Mr. Gaffney
graduated from the University of Maryland
   in 1981 with a B.S. degree in Electrical
                  Engineering.
 Mr. Laiti presently provides independent
 consulting services to several companies.
He was founder, President and Director of
 Globalink, Inc. (an AMX company) from
 January 1990 to December 1994. He has
  over 30 years of experience in starting,
 building, and managing high-technology
private and public companies with annual
  revenues from $2 million to over $120
million. Mr. Laiti was President of Hadron,
Inc. from 1979 to 1989; Vice President of
Xonics, Inc. from 1972 to 1979; and Vice
President of KMS Industries from 1968 to
    1972. He is a Director of Pantheon
               Software Inc.


   Mr. Baldwin spent 10 years in the U.S.
 military at both the U.S. Army‘s Redstone
   Arsenal, Alabama missile development
  center, and the U.S. Air Force Space and
  Missile System Division in Los Angeles,
   California. He played a vital role in the
  early research and development of Laser
guided missiles and smart bomb technology
for both the Army and subsequently the Air
   Force. He also managed a subsystems
 program office while in the Air Force that
 provided boost-phase guidance & control
and telemetry equipment and services for all
   Atlas and Titan space launches at Cape
  Kennedy in Florida and Vandenberg Air
 Force Base in California. After leaving the
 military, Mr. Baldwin spent 10 years with
TRW Electronics in Los Angeles managing
    a manufacturing plant specializing in
  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 Engineering for all
    Norden Systems. In 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 Officer for
DRS. On April 30, 2005, Mr. Casner retired
  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
      President and Director of Allen and
    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
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 banking firm, initially serving as
  the 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 and Radation Systems, Inc.,
                  including 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.



 omas, Dominic A. Laiti (Chair), William F. Leimkuhler
 s McComas, John M. Albertine, Alan W. Baldwin, Paul G. Casner Jr., Dominic A. Laiti

M. Albertine, Alan W. Baldwin (Chair), William F. “Mickey” Harley, III, William F. Leimkuhler
  Last
 Updated




2007 Proxy
                                                                             Jos. A. Bank Clothiers, Inc. 500
                                                                           Hanover Pike Hampstead, MD 21074
                                                                            www.josbank.com          (800) 999-
                                                                                          7472

Public Number Number of
                                 Names of                                                                                                                                                   N2K Contact    Last
  or       of      Female                         Age/Term/Expiration         Business Background Information                     Board Compensation                 N2K Contact Name
                                 Directors                                                                                                                                                    Number      Updated
Private Directors 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              Each Independent Directors listed in the
                                                                           Managing Director and the COO of Soros          table below receives an annual retainer of
                                                                            Fund Management LLC.; he is a director       $20,000. Each committee chair receives an
                                                                            of Mueller Industries, Inc. (NYSE: MLI)        additional annual retainer of $25,000 and
                                                  62/ Director since 1989/ and Imergent, Inc. (OTCBB: IMGG); he is             our Chairman of the Board and Lead      Stephanie Ambrose/
Public     6         0        Gary S. Gladstein                                                                          Independent Director receives an additional                        410-277-2857 2007 Proxy
                                                       Expiring 2010           a director of several not-for-profit                                                        Ellen Fish
                                                                            organizations including the University of            annual retainer of $60,000. Each
                                                                              Connecticut Foundation, The Samuel              Independent Director also receives (a)
                                                                            Waxman Cancer Research Foundation at        attendance fees of $2,500 per Board meeting
                                                                                Mt. Sinai Hospital, The Abraham          and $1,000 per Committee meeting and (b)
                                                                               Initiatives, The Hebrew Free Loan          reimbursement for an annual acquisition of
                                                                               Association and the National Sleep        our common stock having a market value of
                                                                                       Research Foundation.                $15,000 as of the time of acquisition, plus
                                                                                                                         actual brokerage fees incurred (collectively,
                                                                                                                           the ―Stock Acquisition Reimbursement‖).
                                                                                                                        Stock Acquisition Reimbursements not used
                                                                                                                        by an Independent Director in any given year
                                                                                                                          may be used in a subsequent year, without
                                                                                                                              any reduction in the Stock Acquisition
                                                                                                                                Reimbursement attributable to such
                                                                                                                              subsequent year. One-half of the usual
                                                                                                                             meeting attendance fee (i.e., $1,250 and
                                                                                                                                $500, respectively) is paid to each
                                                                                                                            Independent Director for participation in
                                                                                                                               each telephonic Board or Committee
                                                                                                                            meeting. All directors are reimbursed for
                                                                                                                           actual out-of-pocket expenses incurred by
                                                                                                                             them in connection with their attending
                                                                                                                           meetings of the Board or of a Committee.
                                                                                           attendance fees of $2,500 per Board meeting
                                                                                            and $1,000 per Committee meeting and (b)
                                                                                            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 (collectively,
                                                He is a Senior Managing Director of          the ―Stock Acquisition Reimbursement‖).
                                             Houlihan, Lokey, Howard & Zukin, Inc.,        Stock Acquisition Reimbursements not used
                                              an investment banking firm ("Houlihan,       by an Independent Director in any given year
                                               Lokey") and serves as a member of its         may be used in a subsequent year, without
                                              Board of Directors; he was a Managing             any reduction in the Stock Acquisition
                                            Director of Houlihan, Lokey from January              Reimbursement attributable to such
                                             1993 to December 2001; he has been the             subsequent year. One-half of the usual
                                                Managing Partner of Sunrise Capital            meeting attendance fee (i.e., $1,250 and
                   50/ Director since 1990/     Partners, L.P., a private equity fund             $500, respectively) is paid to each
David A. Preiser
                       Expiring in 2008     affiliated with Houlihan, Lokey, since the        Independent Director for participation in
                                             inception of the fund in December 1998;             each telephonic Board or Committee
                                               he is a director of NVR, Inc. (AMEX:           meeting. All directors are reimbursed for
                                              NVR) and Tremisis Energy Acquisition           actual out-of-pocket expenses incurred by
                                            Corporation, a private company which has           them in connection with their attending
                                            recently filed a registration statement with     meetings of the Board or of a Committee.
                                            the Securities and Exchange Commission
                                                in contemplation of an initial public
                                                               offering.
                                              He was Director, President and CEO of
                                                Venture Stores, Inc. (―Venture‖), a
                                             publicly traded family value retailer, from
                                                 April 1995 to May 1998 and was
                                              Chairman of its board of directors from
                                             January 1996 to May 1998; from 1976 to
                                               April 1995, he was employed by Belk
                                              Stores Services, a retailing company, in
                                              various capacities, including Corporate
                                            Executive Vice President for Merchandise
                                            and Sales Promotion, Chief Merchandising
                   62/ Director since 1994/ Officer, Senior Vice President (Corporate)
Robert N. Wildrick
                       Expiring in 2008      and General Manager; he currently serves
                                              on the board of directors of the Greater
                                            Baltimore Alliance, the Advisory Board of
                                            Johns Hopkins Children‘s Hospital and the
                                                 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 Dec. 1999.
                                      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.   75/ Director since 1994/ Graham-Field from 1994 to June 1998; he
Giordano        Expiring in 2009         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 duties with Arthur
                  61/ Director since 2005/ Andersen, Mr. Herron was the Managing
William E. Herron
                       Expires 2009        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 institutions.
                                            Mr. Herron is a retired Rear Admiral from
                                                      the U.S. Naval Reserve.
                                               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
                    74/ Director since 2005/ residence in Hong Kong as the founder and
 Sidney H. Ritman                              Director of Armstrong Industries, Ltd., a
                         Expires 2010
                                              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 (Chairman).
The Compensation Committee is comprised of Messrs. Giordano, Preiser (Chairman) and Ritman.
The Incentive Plan Committee is comprised of Messrs. Gladstein and Preiser.
                      Number of
Public or Number of
                       Female   Names of Directors   Age/Term/Expiration
 Private  Directors
                      Directors




                                                     50/ Director since 1998/
 Public      7            1         Jon E. Bortz
                                                          Expires 2008
                     62/ Director since 1998/
Donald A. Washburn
                          Expires 2008




  Darryl Hartley-    61/ Director since 1998/
     Leonard              Expires 2009
                    41/ Director since 2003/
 Kelly L. Kuhn
                         Expires 2009




  William S.        51/ Director since 2000/
  McCalmont              Expires 2009




                    79/ Director since 1998/
Donald S. Perkins
                         Expires 2010
                        68/ Director since 1998/
   Stuart L. Scott
                             Expires 2010




Audit Committee: Darryl Hartley-Leonard, William S. McCalmont, Donald S. Perkins (Chair), Donal
Compensation Committee: Kelly L. Kuhn, William S. McCalmont, Donald S. Perkins, Donald A. Wa
Nominating and Governance Committee: Darryl Hartley-Leonard, Kelly L. Kuhn, Williams S. McCal
Stuart L. Scott (Chair), Donald A. Washburn
 LASALLE HOTEL PROPERTIES
   3 Bethesda Metro Center,
           Suite 1200
   Bethesda, Maryland 20814
www.lasallehotels.com      (301)
            941-1500

                                                                                                       N2K Contact
       Background Information                   Board Compensation           N2K Contact Name
                                                                                                         Number
  Mr. Bortz founded the Hotel Group of
Jones Lang LaSalle Incorporated (―Jones
     Lang LaSalle‖), and as President,
oversaw all of Jones Lang LaSalle‘s hotel
  investment and development activities.
From January 1995 as Managing Director
    of Jones Lang LaSalle‘s Investment
                                                Each trustee who is not an
  Advisory Division, Mr. Bortz was also
                                             employee of or affiliated with
      responsible for certain east coast
                                                 the Company receives an
    development projects, including the
                                             annual fee of $75,000. Prior to
      redevelopment of Grand Central
                                               the beginning of each year,
     Terminal in New York City. From
                                             each trustee makes an election Stephanie Ambrose/ Ellen
 January 1990 to January 1995, he was a                                                                410-277-2857
                                              to receive the annual retainer          Fish
   Senior Vice President of Jones Lang
                                               fee half in cash and half in
    LaSalle‘s Investment Division, with
                                                  Common Shares, all in
responsibility for east coast development
                                              Common Shares or less than
   projects and workouts, including the
                                             half in cash and the remainder
    redevelopment of Union Station in
                                                   in Common Shares. In
Washington, D.C. Mr. Bortz joined Jones
                                            accordance with the 1998 Share
   Lang LaSalle in 1981. Mr. Bortz is a
                                             Option and Incentive Plan and
member of the Board of Governors of the
                                                procedures adopted by the
    National Association of Real Estate
                                               Company, each such trustee
 Investment Trusts. He is also a member
                                                may also elect to defer the
    of the Board of Trustees of Federal
                                            receipt of all or a portion of his
Realty Investment Trust. Mr. Bortz holds
                                               or her Common Shares (the
 a B.S. in Economics from The Wharton
                                             ―Deferred Common Shares‖).
                                            Payment of the annual retainer,
                                                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
                                               Trustees. Additionally, the
                                                   Chairman of the Audit
                                              Committee and the Chairman
                                                    of the Compensation
                                               Committee each receive an
                                                    additional $5,000 in
                                            compensation, which is subject
                                               to the same cash, Common
                                              Shares or Deferred Common
                                               Shares elections described
                                                           above.
                                             Option and Incentive Plan and
                                               procedures adopted by the
                                              Company, each such trustee
                                               may also elect to defer the
                                            receipt of all or a portion of his
                                              or her Common Shares (the
  Mr. Washburn is also a member of the       ―Deferred Common Shares‖).
  Company‘s Audit Committee and the         Payment of the annual retainer,
Nominating and Governance Committee             whether in cash, Common
 and the Chairman of the Compensation         Shares or Deferred Common
  Committee. Mr. Washburn is a private       Shares, is made after the close
    investor. Mr. Washburn is a retired      of business on December 31st
 Executive Vice President of Northwest          of each year in which the
Airlines, Inc. (―Northwest‖) and was the    trustees served on the Board of
    Chairman and President-Northwest           Trustees. Additionally, the
     Cargo, Inc. Mr. Washburn joined             Chairman of the Audit
     Northwest in 1990 and served in a       Committee and the Chairman
      number of capacities, including              of the Compensation
   Executive Vice President-Customer           Committee each receive an
 Service and Operations. Prior to joining          additional $5,000 in
      Northwest, Mr. Washburn was a         compensation, which is subject
    corporate Senior Vice President of         to the same cash, Common
   Marriott Corporation, most recently        Shares or Deferred Common
  Executive Vice President and general         Shares elections described
manager of its Courtyard Hotel division.                  above.
Mr. Washburn is a director of Amedisys,
  Inc., The Greenbrier Companies, Inc.,
                    Key
Technology, Inc. and some privately-held
companies also. Mr. Washburn serves as
   a private equity fund advisory board
 Mr. Hartley-Leonard is Funds II of III.
member of Spell Capital a memberandthe
Company‘s Nominating and Governance
  Committee. Mr. Hartley-Leonard is a
private investor. Mr. Hartley-Leonard is
  Chairman and CEO of PGI (an event
    production agency) and a retired
  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
     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. Ms. Kuhn serves on
    Navigant 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
    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
President and the Chief Financial Officer
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 Chief Financial
    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 retired Chairman of
the Board and Chief 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 previously served on more than 20
                   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
               Chairman of the Board of Directors and
                  Chief Executive Officer of LaSalle
              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

nard, William S. McCalmont, Donald S. Perkins (Chair), Donald A. Washburn
uhn, William S. McCalmont, Donald S. Perkins, Donald A. Washburn (Chair)
ee: Darryl Hartley-Leonard, Kelly L. Kuhn, Williams S. McCalmont, Donald S. Perkins,
 hburn
  Last
Updated/
 Source




2007 Proxy
  Report
                      Number of
Public or Number of
                       Female Names of Directors Age/Term/Expiration
 Private  Directors
                      Directors




                                                      68/Director since 1988/
 Public      13           2      Harold L. Adams
                                                          Expires 2010




                                Raymond A. Mason   70/ Director since
                                    (insider)    1981/term expires 2010




                                 Margaret Milner      64/Director since 2003/
                                  Richardson              Expires 2010




                                                      57/ Director since 2002/
                                 Kurt L. Schmoke
                                                           Expires 2010




                                                      60/ Director since 2007/
                                Robert E. Angelica,
                                                           Expires 2009
                       68/Director since 2002/3
Dennis R. Beresford     year term/term expires
                                 2008




                       78/Director since 1993/3
 Edward I. O'Brien      year term/term expires
                                 2008




                       68/Director since 1983/3
  Nicholas J. St.
                        year term/term expires
     George
                                 2008




                       70/Director since 1991/3
Roger W. Schipke        year term/term expires
                                 2008




                       64/Director since 1990/3
John E. Koerner, III    year term/term expires
                                 2009



                       69/Director since 1985/3
  James E. Ukrop        year term/term expires
                                 2009
                               51/ Director since
            Cheryl Gordon
                             January 2006/ Expires
              Krongard
                                     2009




                             60/ Director since April
             W. Allen Reed
                               2006/ Expires 2008




Messrs. Beresford (Chairman), Adams, O’Brien and Reed are the members of our Audit Committee.
Messrs. Schipke (Chairman), Koerner and Schmoke and Ms. Krongard are the members of our Compen
Committee.
Messrs. St. George (Chairman) and Ukrop and Ms. Richardson are the members of our Nominating and
          Legg Mason, Inc.
           100 Light Street
Baltimore, MD 21202-1099,                1-
            877-534-4627
       www.leggmason.com

   Business Background Information                   Board Compensation          N2K Contact Name

   He has been the Chairman Emeritus of
  RTKL Associates, Inc., an international
architecture, engineering, and planning firm       Cash Retainers Annual Board
 since April 2003; he previously served as     Retainer $40,000: Audit Committee Stephanie Ambrose/
Chairman and CEO of that firm from 1987-            Chairman Retainer $15,000:       Ellen Fish
 2003, and was President of that firm from        Nominating and Compensation
 1969-2000. He is also director of Lincoln        Committee Chairmen Retainers
  Electric Holdings, Inc. and Commercial        $7,500: Lead Independent Director
                 Metals Co.                    Retainer $20,000: Audit Committee
   He has served as Chairman and CEO of        Member Retainer $20,000 (paid to all
Legg Mason Wood Walker, Inc. from 1975-            members including the Chair):
  February 2004. Chairman, President, and         Nominating and Compensation
              CEO since 1981.                      Committee Member Retainers
     She is currently engaged in private           $15,000 (paid to all members
 consulting and investment activities; was a    including the Chair): Meeting Fees
     partner of Ernst & Young, LLP, an              $2,000 per meeting attended
 international accounting and auditing firm,    beginning with the sixth meeting in
  from 1997-June 2003. She served as the        the year: Audit Committee Meeting
   United States Commissioner of internal        Fees $2,000 per meeting attended
          Revenue from 1993-1997.               beginning with the sixth meeting in
 He has been Dean of the School of Law at            the year: Nominating and
 Howard University since January 2003; he       Compensation Committee Meeting
   was a partner in the law firm of Wilmer,      Fees $2,000 per meeting attended
  Cutler & Pickering from December 1999-        beginning with the sixth meeting in
     January 2003; he was the Mayor of                        the year.
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
Legg Mason by the Chairman of the 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 of
 the Financial Accounting Standards Board
 from 1987-1997. She is also a director of
    Kimberly-Clark Corp. and MCI, Inc.

     He is engaged in private investment
    activities; he has served as an advisory
 capacity to certain entities in the securities
  business, having served as a consultant to
   the Securities Industry Association from
December 1992-Novermber 1993, and as its
President from 1974-December 1992. He is
a director of a number of mutual funds in the
Neuberger & Berman mutual fund complex.

   He is engaged in private investment
 activities; he was the CEO of Oakwood
Homes Corp., a manufacturer and 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 the University of
 Kentucky, Gatton College of Business and
 Economics 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
managing member of Koerner Capital, LLC,
    a private investment company, or 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 supermarkets in
Virginia, and was President and CEO of that
  company 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 Legg Mason by an officer of
            Legg Mason. She served as a senior partner
               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.

             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 Motors Corporation, where he
            served as 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.


 ’Brien and Reed are the members of our Audit Committee.
d Schmoke and Ms. Krongard are the members of our Compensation

p and Ms. Richardson are the members of our Nominating and Corporate Governance Committee.
N2K Contact      Last
  Number        Updated




410-277-2857   2007 Proxy
                                                                               LOCKHEED MARTIN
                                                                                  CORPORATION
                                                                               6801 Rockledge Drive
                                                                             Bethesda, Maryland 20817
                                                                           www.lockheedmartin.com (866)
                                                                                    LMC-2363
                      Number of
Public or Number of                 Names of
                       Female                     Age/Term/Expiration       Business Background Information
 Private  Directors                 Directors
                      Directors

                                                                             Named by President Bush to Chair
                                                                            the President‘s Commission on the
                                                                             Implementation of the U.S. Space
                                                                            Exploration Vision, January 2004;
                                                                                Under Secretary of Defense
                                                                               (Acquisition, Technology, and
                                                                            Logistics) from May 2001 until his
                                                                            retirement in May 2003. President
                                                                           and Chief Executive Officer of The
                                                                           Aerospace Corporation from March
                                  E.C. Aldridge, 68/ Director since 2003/
 Public      15           2                                               1992 until May 2001; President of the
                                        Jr.           Expires 2008
                                                                              McDonnell Douglas Electronic
                                                                            Systems Company from December
                                                                           1988 until March 1992; Secretary of
                                                                            the Air Force from June 1986 until
                                                                          December 1988; and Under Secretary
                                                                              of the Air Force from 1981 until
                                                                            1986. Director of United Industrial
                                                                          Corp. from 1993 to 2001; director of
                                                                              Global Crossing Ltd. and Alion
                                                                                  Science and 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.      63/ Director since 2002/
                                                                               1986. Held various management
                                    Archibald          Expires 2008
                                                                           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.
                                           Executive Vice President and Chief
                                         Financial Officer of Lockheed Martin
                                         from July 1996 until his retirement in
                                          January 1999, Senior Vice President
                                             and Chief Financial Officer of
                                         Lockheed Martin from March 1995 to
  Marcus C.     71/ Director since 1995/
                                          July 1996; Vice President and Chief
   Bennett           Expires 2008
                                          Financial Officer of Martin Marietta
                                         from 1988 to 1995; director of Martin
                                          Marietta from 1993 to 1995; director
                                          of Carpenter Technology, Inc. from
                                            1998 to 2001; director of Martin
                                                Marietta Materials, Inc.
                                             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
James O. Ellis, 59/ Director since 2004/ 2001 to September 2002. Commander
     Jr.             Expires 2008         in 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
Gwendolyn S. 66/ Director since 1995/ Philadelphia Electric Company) from
   King           Expires 2008         October 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.
                                          Chairman of Gannett Co., Inc.
                                      (―Gannett‖) since February 1, 2001,
                                       Chief Executive Officer of Gannett
                                         since June 1, 2000, President of
                                      Gannett since 1997, Vice Chairman
                                      of Gannett from 1984 to January 31,
                                        2001, Chief Financial Officer of
 Douglas H.     67/ Director since
                                       Gannett from 1979 to 1997, Chief
McCorkindale   2001/ Expires 2008
                                       Administrative Officer of Gannett
                                     from 1985 to 1997; director of Global
                                       Crossing Ltd. from 1997 to 2001;
                                         director of Gannett, Continental
                                     Airlines, Inc. and a director or trustee
                                        of numerous Mutual Funds in the
                                        Prudential Group of Newark, NJ.
                                           Vice Chairman and Executive
                                      Officer of General Electric Company
                                          from September 1997 until his
                                     retirement in July 1999, President and
                                          Chief Executive Officer of GE
                                          Aircraft Engines from 1993 to
                                     September 1997, President and Chief
 Eugene F.      71/ Director since    Executive Officer of GE Aerospace
  Murphy       1995/ Expires 2008        from 1992 to 1993, Senior Vice
                                      President of GE Communications &
                                      Services from 1986 to 1992; director
                                        of Martin Marietta from 1993 to
                                       1995; director of General Electric
                                     Company from 1997 to 1999; director
                                      of BellSouth Corporation from 1999
                                                     to 2004.

                                      Vice Chairman of The Cohen Group,
                                     Washington, D.C. since March 2003.
                                     Retired from active duty on March 1,
                                       2003. Commander, U.S. European
                                         Command and Supreme Allied
                                      Commander Europe, NATO, Mons,
                                          Belgium from May 2000 until
                                      January 2003. Vice Chairman, Joint
 Joseph W.      63/ Director since
                                       Chiefs of Staff, Washington, D.C.
  Ralston      2003/ Expires 2008
                                     from March 1996 – April 2000; since
                                     1965, served in operational command
                                     at squadron, wing, numbered air force
                                         and major command, as well as
                                          various staff and management
                                        positions at every level of the Air
                                         Force; director of The Timken
                                        Company and URS Corporation.
                                       Chief Executive Officer of Savage
                                       Holdings LLC since August 2001;
                                         Chairman of Alliance Capital
                                     Management International, a division
                                     of Alliance Capital Management LP,
                                     an investment management company
                                      from 1993 to July 31, 2001; Senior
                                     Vice President of The Equitable Life
                                        Assurance Society of the United
                                      States from 1987 to 1996; Chairman
                                       of the Board of Equitable Capital
                68/ Director since   Management Corporation from 1992
Frank Savage
               1995/ Expires 2008    to 1993, Vice Chairman of the Board
                                       of Equitable Capital Management
                                        Corporation from 1986 to 1992;
                                     trustee of Johns Hopkins University;
                                      former trustee and Chairman of the
                                          Board of Trustees of Howard
                                        University; director of Lockheed
                                        Corporation from 1990 to 1995;
                                      director of Enron Corporation from
                                        1999 to 2002; former director of
                                       Alliance Capital Management L.P.
                                               and Qualcomm Inc.

                                        Group Vice President, Canada,
                                       Mexico and South America, Ford
                                     Motor Company since October 2003,
                                        Vice President, North America
                                      Vehicle Operations of Ford Motor
                                        Company from August 2001 to
                                     October 2003, Vice President, North
                                       America Assembly Operations of
                                       Ford Motor Company from April
                58/ Director since    2001 to August 2001. Held various
Anne Stevens
               2002/ Expires 2008    management positions at Ford Motor
                                         Company from 1990 up to the
                                     present, including executive director
                                        in Vehicle Operations in North
                                     America. Held various engineering,
                                         manufacturing and marketing
                                       positions at Exxon Chemical Co.
                                     before joining Ford. Member of the
                                      National Academy of Engineering
                                       and Trustee of Drexel University.
                                   Chief Executive Officer of Lockheed
                                   Martin since August 2004, President
                                  of Lockheed Martin since October 23,
                                      2000, Chief Operating Officer of
                                  Lockheed Martin from October 2000
                                      to August 2004, Executive Vice
                                  President and Chief Financial Officer
                                     of Lockheed Martin from October
                                   1999 to March 2001, Vice President
                                        of Strategic Development of
                                     Lockheed Martin from November
                                   1998 to October 1999; President and
                                  Chief Operating Officer of the former
Robert J.    55/ Director since
                                        Lockheed Martin Energy and
Stevens     2000/ Expires 2008
                                     Environment Sector from January
                                      1998 to June 1999; President of
                                        Lockheed Martin Air Traffic
                                      Management Division from June
                                        1996 through January 1998;
                                   Executive Vice President and Senior
                                    Vice President and Chief Financial
                                    Officer of Air Traffic Management
                                    from December 1993 to May 1996;
                                    General Manager of Loral Systems
                                   Manufacturing Company from 1987
                                       to 1993; director of Monsanto
                                                 Company.

                                   Chief Executive Officer, Directions,
                                  LLC; Partner of O‘Melveny & Myers
                                   LLP from 1992 – 2000; member of
                                    the Board of Trustees of Stanford
James R.     69/ Director since
                                      University from 1990 to 2000;
Ukropina    1995/ Expires 2008
                                   director of Lockheed from 1988 to
                                      1995; director of Pacific Life
                                    Insurance Company and Indymac
                                              Bancorp, Inc.
                                     Chairman Emeritus of the Board of
                                    Phelps Dodge Corporation (―Phelps
                                    Dodge‖), Chairman of the Board of
                                     Phelps Dodge from 1989 until his
                                       retirement in May 2000, Chief
                                    Executive Officer of Phelps Dodge
                                      from 1989 to 1999, President of
                                     Phelps Dodge from 1991 to 1997,
                                    Executive Vice President of Phelps
                                    Dodge from 1987 to 1989, President
                                   of Phelps Dodge Industries, a division
                                   of Phelps Dodge, from 1988 to 1990,
                                      Senior Vice President of Phelps
                                   Dodge from 1982 to 1986; director of
Douglas C.    71/ Director since   Phelps Dodge Corporation from 1986
 Yearley     1995/ Expires 2008     to 2000; director of Lockheed from
                                     1990 to 1995, J.P. Morgan & Co.
                                   Incorporated, Morgan Guaranty Trust
                                   Company of New York from 1993 to
                                        2000, Southern Peru Copper
                                   Corporation from 1991 to 2000, USX
                                      Corporation from 1992 to 2001;
                                       director of United States Steel
                                         Corporation, Marathon Oil
                                       Corporation and Heidrick and
                                      Struggles International, Inc. The
                                     Board of Directors has determined
                                     that Mr. Yearley meets the SEC‘s
                                       criteria of an ―audit committee
                                               financial expert.‖
                                        Deputy Secretary of Homeland
                                     Security (2003-2005) Administrator,
                                            Transportation Security
                                          Administration (2002-2003)
                                        Commandant, U.S. Coast Guard
                                    (1998-2002). In 2005, Admiral James
                                      Loy completed a 45-year career in
                                       public service, retiring as the first
                                        Deputy Secretary of Homeland
                                       Security. In this capacity, he was
                                           involved in all aspects of
                                      consolidating 22 separate agencies
                                     into one unified Cabinet department
                                      as well as managing the day-to-day
                                     activities of the agency. Prior to the
                                      establishment of the Department of
               Director since 2006/
James M. Loy                         Homeland Security in 2002, Admiral
                  Expires 2008
                                       Loy served in the Department of
                                        Transportation as Deputy Under
                                        Secretary for Security and Chief
                                            Operating Officer of the
                                            Transportation Security
                                      Administration (TSA), and later as
                                    Under Secretary for Security. In these
                                          roles, he served as the first
                                      administrator of the newly created
                                         TSA, which is responsible for
                                    protecting the Nation's transportation
                                         systems to ensure freedom of
                                    movement for people and commerce.
                                      Admiral Loy retired from the U.S.
                                     Coast Guard in 2002, having served
                                                  Mr. Schneider serves as Senior Vice
                                                 President and Chief Financial Officer
                                                       of Dell Inc. In this role, Mr.
                                                      Schneider is responsible for all
                                                   controller functions, planning, tax,
                                                treasury operations, investor relations,
                                                   corporate development, real estate,
                                                 risk management and development of
                                                    internal audits. In addition to his
                                                       finance responsibilities, Mr.
                                                     Schneider served as Dell's Chief
                                                    Information Officer on an interim
                                                   basis from 1999 to early 2000. Mr.
                                                  Schneider joined Dell in September
                                                    1996 from MCI Communications
                                                 Corp. in Washington, D.C., where he
             James M.      Director since 2006/
             Schneider        Expires 2008      was Senior Vice President of Finance.
                                                    Before joining MCI in 1993, Mr.
                                                  Schneider was associated with Price
                                                Waterhouse for 19 years in the United
                                                     States and international markets,
                                                  including 10 years as a partner. Mr.
                                                Schneider holds a bachelor's degree in
                                                    accounting from Carroll College,
                                                     Waukesha, WI, and is a certified
                                                public accountant. He is a member of
                                                      the Board of Directors of Dell
                                                    Financial Services L.P., The Gap,
                                                   Inc., and General Communication,
                                                 Inc. Mr. Schneider is also a member
                                                  of the Financial Executives Institute.
                                                        For two consecutive years,

Audit Committee: E.C. "Pete" Aldridge, Jr., James M. Schneider, Anne Stevens, James R. Ukropina, Do
Ethics and Corporate Responsibility Committee: Marcus C. Bennett, Gwendolyn S. King (Chairperson),
Executive Committee: Nolan D. Archibald, James O. Ellis, Jr., Eugene F. Murphy, Gwendolyn S. King, R
Compensation Committee: "Pete" Aldridge, Jr., Nolan D. Archibald (Chairman), Douglas H. McCorkinda
Nominating/Corporate Governance Committee: Nolan D. Archibald, James O. Ellis, Jr., Gwendolyn S. K
Strategic Affairs and Finance Committee: Marcus C. Bennett, James O. Ellis, Jr., James M. Loy, Dougla
                                                                                     Last
                                                                     N2K Contact
        Board Compensation                      N2K Contact Name                   Updated/
                                                                       Number
                                                                                    Source



 Cash retainer $90,000; $110,000 effective
November 1, 2006: Stock retainer $90,000;
$110,000 effective January 1, 2007 in stock
 units, stock options or 50/50 combination
as elected under the Directors‘ Equity Plan
   Committee Chairman retainer $12,500
  (other than Audit Committee Chairman)
    Audit Committee Chairman retainer
$20,000 Deferred compensation plan Cash
 retainer deferrable with earnings at prime     Stephanie Ambrose/
 rate, S&P 500 or Lockheed Martin stock
                                                                     410-277-2857 2007 Proxy
                                                    Ellen Fish
                     return
   Travel accident insurance $1,000,000
       Matching Gift for Colleges and
 Universities Program Company match of
 $1 per $1 of director contributions, up to
$10,000 per director, to eligible educational
       institutions Director education
 institutes/activities Reimbursed for costs
                 and expenses
 evens, James R. Ukropina, Douglas C. Yearley (Chairman)
 ndolyn S. King (Chairperson), James M. Loy, Joseph W. Ralston, Frank Savage.
 Murphy, Gwendolyn S. King, Robert J. Stevens, James R. Ukropina (Chairman)
 man), Douglas H. McCorkindale, Gwendolyn S. King, Eugene F. Murphy, James M. Schneider, Anne Stevens.
es O. Ellis, Jr., Gwendolyn S. King, Eugene F. Murphy, James R. Ukropina (Chairman).
Ellis, Jr., James M. Loy, Douglas H. McCorkindale (Chairman), Joseph W. Ralston, Frank Savage, Douglas C. Yearley.
                      Number of
Public or Number of
                       Female Names of Directors Age/Term/Expiration
 Private  Directors
                      Directors




                                                       75/ Director since 1964/
 Public      11           2      J.W. Marriott , Jr.
                                                            Expires 2008
               52/ Director since 2004/
Debra L. Lee
                    Expires 2008




               55/ Director since 2002/
George Munoz
                    Expires 2008
                  61/ Director since 1997/
William J. Shaw
                       Expires 2008




  Richard S.      65/ Director since 2004/
  Braddock             Expires 2008
   Lawrence W.        48/ Director since 2002/
     Kellner               Expires 2008




                      46/ Director since 2002/
John W. Marriot III
                           Expires 2008
Floretta Dukes    71/ Director since 1992/
  McKenzie             Expires 2008




                  64/ Director since 1995/
Harry J. Pearce
                       Expires 2008
                               58/ Director since 2008/
          Steven S Reinemund
                                    Expires 2008




                               65/ Director since 1995/
           Lawrence M. Small
                                    Expires 2008




Audit Committee Members: Lawrence M. Small (Chair), Lawrence W. Kellner, and George Muñoz. Roge
from the Board on April 28, 2006.
Compensation Policy Committee Members: Richard S. Braddock (Chair), Floretta Dukes McKenzie, Law
member of the Committee until his retirement from the Board on April 28, 2006.
Nominating and Corporate Governance Committee Members: Lawrence W. Kellner (Chair), Debra L. Le
Committee for Excellence members include George Muñoz (Chair), Debra L. Lee, Harry J. Pearce, and
Executive Committee Members: J.W. Marriott, Jr. (Chair) and Lawrence W. Kellner.
  MARRIOTT INTERNATIONAL, INC.
10400 FERNWOOD ROAD BETHESDA,
MARYLAND 20817 www.marriott.com
          (888) 236-2427

     Business Background Information                   Board Compensation             N2K Contact Name

    Mr. Marriott is Chairman of the Board of
Directors and our Chief Executive Officer. He
  joined Marriott Corporation in 1956, became
      President and a director in 1964, Chief
   Executive Officer in 1972 and Chairman of
    the Board in 1985. Mr. Marriott also is a
   director of the Naval Academy Endowment
                                                      For 2006, each non-employee
  Trust. He serves on the Board of Trustees of
                                                   director received a retainer fee of
 the National Geographic Society, the National
                                                   $60,000 and an attendance fee of     Stephanie Ambrose/
  Urban League and The J. Willard & Alice S.
                                                  $1,250 for each Board, Committee          Ellen Fish
   Marriott Foundation, and is a member of the
                                                   or shareholder meeting attended.
  Executive Committee of the World Travel &
                                                    Lawrence M. Small received an
   Tourism Council and the Business Council.
                                                       additional annual retainer of
  Mr. Marriott has served as our Chairman and
                                                  $20,000 for his services as chair of
  Chief Executive Officer since the Company‘s
                                                    the Audit Committee. Roger W.
inception in 1997, and served as Chairman and
                                                  Sant received an additional annual
    Chief Executive,Officer of the Company‘s
                                                 retainer of $3,333 for his services as
   predecessors from 1985. He is the father of
                                                   chair of the Compensation Policy
               John W. Marriott III.
                                                   Committee from January through
                                                        April 2006, and Richard S.
                                                    Braddock received an additional
                                                    annual retainer of $6,667 for his
                                                          services as chair of the
                                                   Compensation Policy Committee
                                                  beginning in May 2006. Roger W.
                                                   Sant retired from the board at the
                                                         2006 annual meeting of
                                                    shareholders on April 28, 2006.
                                                   John W. Marriott III serves as the
                                                 non-employee Vice Chairman of the
                                                     Company‘s Board of Directors.
                                                   Relating to his services as a non-
                                                      employee Vice Chairman, he
                                                 receives 125 percent of the ordinary
                                                  annual cash retainer (disregarding
                                                        committee chair retainers),
                                                    attendance fees and annual stock
                                                       award of the non-employee
                                                                 directors.
                                                   $20,000 for his services as chair of
                                                     the Audit Committee. Roger W.
                                                   Sant received an additional annual
                                                  retainer of $3,333 for his services as
                                                    chair of the Compensation Policy
                                                    Committee from January through
    Ms. Lee is President and Chief Operating            April 2006, and Richard S.
   Officer of Black Entertainment Television         Braddock received an additional
  (BET), a media and entertainment company           annual retainer of $6,667 for his
  owned by Viacom. Ms. Lee‘s career at BET                services as chair of the
 began in 1986 as Vice President and General        Compensation Policy Committee
  Counsel. In 1992, she was named Executive        beginning in May 2006. Roger W.
 Vice President of Legal Affairs and Publisher      Sant retired from the board at the
 of BET‘s magazine division, while continuing             2006 annual meeting of
to serve as General Counsel. In 1995, Ms. Lee        shareholders on April 28, 2006.
   assumed responsibility for BET‘s strategic       John W. Marriott III serves as the
      business development and was named          non-employee Vice Chairman of the
    President and Chief Operating Officer in          Company‘s Board of Directors.
  1996. Prior to joining BET, Ms. Lee was an        Relating to his services as a non-
   attorney with Washington, D.C.-based law            employee Vice Chairman, he
firm Steptoe & Johnson. Ms. Lee serves on the     receives 125 percent of the ordinary
  Board of Directors of the following publicly     annual cash retainer (disregarding
 traded companies: Eastman Kodak Company                committee chair retainers),
and Washington Gas & Light Company. She is           attendance fees and annual stock
  also a director of the following professional         award of the non-employee
 and civic organizations: the National Cable &                   directors.
  Telecommunications Association, Center for
    Communication, Girls, Inc., the Kennedy
    Center‘s Community & Friends, National
Symphony Orchestra, National Women‘s Law
  Center, and the Alvin Ailey Dance Theater.
       She is a Trustee Emeritus at Brown
                   University.

 Mr. Muñoz is a principal in the Washington,
 D.C.-based firm Muñoz Investment Banking
   Group, LLC. He is also a partner in the
  Chicago-based law firm Tobin, Petkus &
  Muñoz. He served as President and Chief
    Executive Officer of Overseas Private
Investment Corporation from 1997 to January
2001. Mr. Muñoz was Chief Financial Officer
 and Assistant Secretary of the U.S. Treasury
Department from 1993 until 1997. Mr. Muñoz
    is a certified public accountant and an
  attorney. He is a director of the following
publicly traded companies: Altria Group, Inc.,
 Anixter International, Inc. and Archipelago
Holdings, Inc. He also serves on the Board of
Trustees of the National Geographic Society.
  Mr. Shaw has served as President and Chief
     Operating Officer of the Company or its
   predecessors since March 1997. He joined
   Marriott Corporation in 1974, was elected
     Corporate Controller in 1979 and a Vice
    President in 1982. In 1986, Mr. Shaw was
 elected Senior Vice President— Finance and
   Treasurer of Marriott Corporation. He was
 elected Chief Financial Officer and Executive
    Vice President of Marriott Corporation in
 April 1988. In February 1992, he was elected
  President of the Marriott Service Group. He
    served as Chairman of Sodexho Marriott
 Services, Inc. (now named Sodexho, Inc.) and
  as a director from 1998 until June 2001. Mr.
  Shaw serves on the Board of Trustees of the
  University of Notre Dame and the Suburban
   Hospital Foundation. He also serves on the
Wolf Trap Foundation for the Performing Arts
Board of Directors and the NCAA Leadership
                 Advisory Board.
    Mr. Braddock is Chairman of MidOcean
   Partners, a private equity firm. Prior to his
 position at MidOcean Partners, Mr. Braddock
       served as Chairman of priceline.com
 Incorporated, a position he held from August
  1998 through April 2004. He also served as
     Chief Executive Officer at priceline.com
 Incorporated from August 1998 through June
   2000. Previously, Mr. Braddock served as
  Chairman of True North Communications, a
  global advertising and communications firm,
   from July 1997 to January 1999, and was a
 Principal in the private equity investment firm
of Clayton, Dubilier & Rice from June 1994 to
  September 1995. Earlier, Mr. Braddock was
         Chief Operating Officer at Medco
    Containment Services, Inc., from January
  1993 to October 1993. Mr. Braddock joined
  Citicorp in 1973, serving as Chief Operating
     Officer of the company and its principal
 subsidiary, Citibank, N.A. from January 1990
through October 1992. He serves on the Board
  of Directors of the following publicly traded
 companies: Cadbury Schweppes plc, Eastman
     Kodak Company, MphasiSBFL Limited
      (India). He also serves on the Board of
     Directors of Lenox Hill Hospital and the
  Mr. Kellner is Chairman of the Board and
    Chief Executive Officer of Continental
  Airlines, Inc. He served as Chief Operating
 Officer of Continental Airlines from March
2003 to December 31, 2004, as President from
    May 2001 to December 31, 2004 and a
  member of Continental Airlines‘ Board of
 Directors since 2001. He joined the airline in
   1995 as Senior Vice President and Chief
Financial Officer. Prior to joining Continental
Airlines, he was Executive Vice President and
 Chief Financial Officer of American Savings
Bank and, prior to American Savings Bank, he
   was Executive Vice President and Chief
   Financial Officer of The Koll Company.
 Mr. Marriott joined Marriott Corporation in
      1976 and became Executive Vice
   President—Lodging for the Company in
 January 2003. He is responsible for leading
     Global Sales and Marketing, Brand
   Management, Operations Planning and
    Support and North American Lodging
Operations. Prior to his current position, Mr.
Marriott served as Executive Vice President of
 Global Sales and Marketing. He previously
held the position of Senior Vice President for
  Marriott‘s Mid-Atlantic Region. In April
 2002, Mr. Marriott was named by the U.S.
 Department of Commerce and the Japanese
government to co-chair a special taskforce to
promote travel between the United States and
Japan. John W. Marriott III is the son of J.W.
                 Marriott, Jr.
     Dr. McKenzie is Senior Advisor to the
 American Institute for Research. She was the
  Chairman of The McKenzie Group, Inc. (an
 educational consulting firm) from 1997 until
    2004. From 1981 to 1988, she served as
  Superintendent of the District of Columbia
Public Schools and Chief State School Officer.
   She is a director of the following publicly
  traded companies: Potomac Electric Power
 Company (PEPCO), Ameritas/Acacia Group,
 Group Hospitalization and Medical Services,
Inc. (GHMSI). She is also a director or trustee
   of National Geographic Society, CareFirst
(Blue Cross/Blue Shield), Howard University,
White House Historical Association, Marriott
    Foundation for People with Disabilities,
   National Academy Foundation, American
 Institute for Research, and Harvard Graduate
  School of Education Urban Superintendents
                    Program.

     Mr. Pearce was Chairman of Hughes
    Electronics Corporation, a subsidiary of
General Motors Corporation, from May 2001
until the sale by General Motors of its interest
 in Hughes in December 2003. He has served
on the Hughes Electronics Corporation board
   since 1992. He was Vice Chairman and a
 director of General Motors Corporation from
1996 until his retirement from General Motors
   Corporation in May 2001. Mr. Pearce is a
 director of a publicly traded company, MDU
Resources Group, Inc. He also is Chairman of
 the U.S. Air Force Academy‘s Sabre Society
  and a director, and lifetime member, of the
   U.S. Air Force Academy‘s Association of
   Graduates. Mr. Pearce is a director of the
   National Defense University Foundation,
     Chairman of the GM Cancer Research
 Foundation, Chairman of The Bone Marrow
Foundation and President and director of The
  Leukemia & Lymphoma Society Research
  Foundation. He also serves on the Board of
      Trustees of Howard University and
           Northwestern University.
             Mr. Small is the Secretary of the Smithsonian
                Institution, the world‘s largest combined
              museum and research complex, a position he
             assumed in January, 2000. From 1991 until he
             became the 11th Secretary of the Smithsonian,
               he served as President and Chief Operating
             Officer of Fannie Mae. Before joining Fannie
             Mae, Mr. Small served as Vice Chairman and
              Chairman of the Executive Committee of the
             Boards of Directors of Citicorp and Citibank,
             N.A. Mr. Small is also a director of a publicly
             traded company, The Chubb Corporation. He
             is also a director of New York City‘s Spanish
                Repertory Theatre, the John F. Kennedy
              Center for the Performing Arts, the National
                Gallery of Art, and the Woodrow Wilson
                    International Center for Scholars.

 Small (Chair), Lawrence W. Kellner, and George Muñoz. Roger W. Sant was a member of the Committee until his retirement

 s: Richard S. Braddock (Chair), Floretta Dukes McKenzie, Lawrence M. Small, and Harry J. Pearce. Roger W. Sant was a
ment from the Board on April 28, 2006.
 ommittee Members: Lawrence W. Kellner (Chair), Debra L. Lee, Floretta Dukes McKenzie, and George Muñoz.
de George Muñoz (Chair), Debra L. Lee, Harry J. Pearce, and William J. Shaw.
riott, Jr. (Chair) and Lawrence W. Kellner.
N2K Contact    Last
  Number      Updated




410-277-2857 2007 Proxy
mittee until his retirement

. Roger W. Sant was a
                      Number of
Public or Number of
                       Female     Names of Directors    Age/Term/Expiration
 Private  Directors
                      Directors




                                                          65/Director since
 Public      10           1        Henry Linsert, Jr.
                                                        1988/Expires in 2008




                                                          49/Director since
                                  Robert J. Flanagan
                                                        2002/Expires in 2009
                 53/ Director since 2006/
 Steve Dubin
                      Expires 2009




                    64/Director since
James R. Beery
                  2004/Expires in 2009
  Douglas J.           76/Director since
 MacMaster, Jr.      1993/Expires in 2010




                          71/Director
 John H. Mahar       since1993/Expires in
                             2010




                       76/Director since
Eugene H. Rotberg
                     1992/Expires in 2010




                    50/ Director since 2006/
Harry J. D‘Andrea
                         Expires 2008
                                    52/ Director since 2006/
                 Polly B. Kawalek
                                         Expires 2008




                                    63/ Director since 2005/
                 Jerome C. Keller
                                         Expires 2008




Audit Committee: James R. Beery, Eugene H. Rotberg, Sandra Panem, Ph.D.
The members of the Compensation Committee are Messrs. Flanagan, MacMaster and Mahar and Mrs.
The members of the Audit Committee are Messrs. Beery, D’Andrea and Rotberg and Mrs. Kawalek.
Martek Biosciences Corp        6480
Dobbin Road           Columbia, MD
 21045                410-740-0081
         www.martekbio.com


     Business Background Information                     Board Compensation                N2K Contact Name

 From 1987 to 1988, he was primarily engaged
       as President of American Technology
    Investments Corp., a consulting company
 specializing in the development and financing
  of early stage companies in the Mid-Atlantic
  area; he was President and CEO of Suburban
       Capital Corporation, a venture capital                                              Stephanie Ambrose/
   subsidiary of Sovran Financial Corporation                                                  Ellen Fish
  (now Bank of America), from 1983 to 1987;             Each director who is not an
      prior to 1983, he was Vice President of      employee of the Company receives
Inverness Capital Corporation, a small business    an annual retainer of $40,000 plus
   investment company, and Vice President of         $2,000 and expenses per Board
   First Virginia Bank. Chairman of the Board         meeting. Committee members
                      and CEO.                      receive an annual retainer, which
He has been Executive Vice President of Clark       varies by committee, plus $1,000
      Enterprises, Inc. (―Clark‖), a Bethesda,     per committee meeting. The annual
Maryland-based holding company, since 1989;        retainer for committee members is
     he is the ownership, investment and asset         as follows: Audit Committee
    management arm of various Clark entities,           Chairman — $8,000; Audit
    including one of the largest privately-held      Committee members — $4,000;
  construction companies in the United States;           Compensation Committee
      prior to joining Clark, he was treasurer,             Chairman — $4,000;
      secretary and a member of the board of             Compensation Committee
 directors of Baltimore Orioles, Inc. from 1981     members — $2,000; Nominating
  to 1989; he was also employed from 1978 to        Committee Chairman — $4,000;
 1981 as a member of Arthur Andersen‘s audit        Nominating Committee members
division in its Washington, D.C. office. He is a     — $2,000. Each director who is
                        CPA.                        not an employee of the Company
                                                     is also eligible to receive stock-
                                                      based compensation under the
                                                        Company‘s stock incentive
                                                      plans. Annually, each eligible
                                                    director receives a grant of stock-
                                                    based compensation on the day of
                                                           the Company‘s Annual
                                                       Meeting of Stockholders. In
                                                       addition, each newly elected
                                                     director is eligible for a grant of
                                                     stock-based compensation upon
                                                    joining the Board. On March 16,
                                                   2006, each non-employee director
                                                   received options resulting from his
                                                             or her service as a
                                                    director to purchase 5,000 shares
                                                       at $33.36 per share under the
                                                    Company‘s 2004 Stock Incentive
                                                                    Plan.
                                                    members — $2,000; Nominating
                                                    Committee Chairman — $4,000;
                                                    Nominating Committee members
                                                     — $2,000. Each director who is
                                                    not an employee of the Company
                                                     is also eligible to receive stock-
Mr. Dubin became Chief Executive Officer of           based compensation under the
  Martek in July 2006 following Mr. Linsert‘s           Company‘s stock incentive
retirement, after serving since September 2003        plans. Annually, each eligible
   as President of Martek. Mr. Dubin joined         director receives a grant of stock-
Martek in 1992 and has served in various other      based compensation on the day of
     management positions, including CFO,                  the Company‘s Annual
   Treasurer, Secretary, General Counsel and           Meeting of Stockholders. In
       Senior Vice President of Business               addition, each newly elected
Development. In 2000, he moved to a part-time        director is eligible for a grant of
     position of Senior Advisor — Business           stock-based compensation upon
Development, a role he filled until his election    joining the Board. On March 16,
to President of Martek in September 2003. He       2006, each non-employee director
 also spent time during 2000 through 2003 co-      received options resulting from his
founding and co-managing a Maryland-based,                   or her service as a
  angel-investing club that funds early-stage,      director to purchase 5,000 shares
  high-potential businesses. He was also ―Of           at $33.36 per share under the
 Counsel‖ to the law firm Mintz, Levin, Cohn,       Company‘s 2004 Stock Incentive
Ferris, Glovsky and Popeo, P.C. during part of                      Plan.
   2001 and 2002. Prior to 1992, Mr. Dubin
  worked in the financing and management of
early-stage businesses and, over a period of 12
 years, served in various positions at Suburban
Bank, now part of Bank of America, including
 Vice President and Treasurer of their venture
      capital subsidiary, Suburban Capital
                  Corporation.
     He served as Senior Vice President and
 General Counsel for SmithKline Beecham and
subsequently GlaxoSmithKline from 1993 until
     his retirement in 2001; prior to that, he
  practiced law with international law firms in
   New York, Tokyo and London, including
  serving as Managing Partner of the London
 office of Morrison & Forester, specializing in
  strategic transactions and general corporate
  matters for a variety of industries. Following
    his retirement from GlaxoSmithKline, he
   became Senior Of Counsel to the London
office of Covington & Burling. Mr. Beery also
 serves as a director for deCODE genetics, Inc.
           and Orchid BioSciences, Inc.
He has served in various management positions
 at Merck & Co., Inc. (―Merck‖) from 1961 to
   1988, during which time he was appointed
    Senior Vice President responsible for ten
     divisions, including Manufacturing and
         Technology and Pharmaceutical
  Manufacturing. Mr. MacMaster retired from
    Merck in 1991 and currently serves as a
      director for Neose Technologies, Inc.
  (biotechnology) and Stratton Mutual Funds.

     He has served as President of Hillside
 Management, a consulting firm, since 1992;
from 1991 to 1992, he was a Vice President at
 Salomon Brothers Inc., serving as a principal
  for the Venture Capital Fund; from 1985 to
  1991, he was Executive Vice President and
   COO of Elf Technologies, Inc., a venture
   capital firm. Mr. Mahar was reelected as a
  director of the Company in February 1993.
Prior to that time, he served as a director of the
        Company from 1988 until 1991.

     He has been an independent advisor to
    international development and financial
institutions since 1990; from 1987 to 1990, he
was Executive Vice President and a member of
 the Executive Committee at Merrill Lynch &
   Co., Inc; from 1969 to 1987, he was Vice
  President and Treasurer of the World Bank.

   Mr. D‘Andrea has served as Administrative
General Partner of Valhalla Partners, a venture
capital fund, since April 2002. From June 1999
   to April 2002, Mr. D‘Andrea served as the
Chief Financial Officer of Advanced Switching
 Communications, Inc., a telecommunications
equipment provider. From August 1998 to June
1999, Mr. D‘Andrea served as Chief Financial
       Officer of Call Technologies, Inc., a
  telecommunications software provider. From
 June 1997 to July 1998, Mr. D‘Andrea served
  as Chief Financial Officer of Yurie Systems,
        Inc., a provider of networking and
         telecommunications equipment.
            Mrs. Kawalek retired in 2004 after serving for
               25 years in various capacities at Quaker
             Oats, Inc., a consumer goods company and,
                since 2001, a business unit of PepsiCo.
            From 2002 until her retirement, she served as
                 President of PepsiCo‘s Quaker Foods
              division. In 2001, Mrs. Kawalek served as
                 President of Quaker Oats‘ U.S. Foods
              division and from 1997 through 2000, she
               served as President of the Hot Breakfast
            division. Mrs. Kawalek also serves as director
                     for Kimball International, Inc.
                Mr. Keller retired from his position as
              Martek‘s Senior Vice President, Sales and
              Marketing in 2005, a position he held since
             1997. Prior to joining Martek, Mr. Keller had
            been consulting after spending a 25-year career
             at Merck, most recently as Vice President of
               Sales from 1986 to 1993. Mr. Keller also
             serves as a director of WebMD Health Corp.

tberg, Sandra Panem, Ph.D.
 e Messrs. Flanagan, MacMaster and Mahar and Mrs. Kawalek.
. Beery, D’Andrea and Rotberg and Mrs. Kawalek.
N2K Contact
                Source
  Number




410-277-2857   2007 Proxy
                                                                             ADVANCIS PHARMACEUTICAL
                                                                                    CORPORATION
                                                                            20425 Seneca Meadows Parkway
                                                                             Germantown, Maryland 20876
                      Number of
Public or Number of                 Names of
                       Female                     Age/Term/Expiration        Business Background Information
 Private  Directors                 Directors
                      Directors
                                                                                Dr. Douglas currently serves as
                                                                              consultant to the Vaccine Research
                                                                               Center at the National Institute of
                                                                              Health. Dr. Douglas was president,
                                                                             Merck Vaccines, responsible for the
                                                                            research, development, manufacturing
                                                                              and marketing of Merck Vaccines‘
                                                                           vaccine products, from 1989 until 1999.
                                                                           From 1982 to 1990, he was a professor
                                                                                   of medicine and Chairman,
                                                                               Department of Medicine, Cornell
                                                                                University Medical College and
                                   R. Gordon      72/ Director since 1999/
 Public      7            0                                                    physician-in-chief, the New York
                                  Douglas, M.D.        Expires 2010
                                                                                    Hospital. He also served
                                                                           as head of the infectious disease unit at
                                                                            the University of Rochester School of
                                                                             Medicine. Dr. Douglas serves on the
                                                                                  Board of Directors of Elusys
                                                                            Therapeutics, Inc., Iomai Corporation,
                                                                                 the Aeras Global TB Vaccine
                                                                           Foundation (Chairman), VaxInnate, Inc.
                                                                           and Vical Incorporated (Chairman). Dr.
                                                                              Douglas is a graduate of Princeton
                                                                               University and Cornell University
                                                                                       Medical College.
                                             Mr. Vogelbaum is a partner with Rho
                                            Ventures. Prior to joining Rho, he spent
                                            five years as a general partner of Apple
                                              Tree Partners, a life sciences venture
                                                capital firm. Previously, he was a
                                              general partner of Oxford Bioscience
                                            Partners, which he joined in 1993. Mr.
                                               Vogelbaum currently serves on the
    Martin A.      43/ Director since 2007/
                                            Board of Directors of several privately-
   Vogelbaum            Expires 2010
                                            held companies, including as Chairman
                                               of Gloucester Pharmaceuticals, and
                                              previously served as a member of the
                                              Board of Directors of Nuvelo, Inc., a
                                                publicly traded biopharmaceutical
                                             company. Mr. Vogelbaum received an
                                                 A.B. in biology and history from
                                                      Columbia University.

                                                 Mr. Werner is a co-founder of
                                           HealthCare Ventures, a venture capital
                                              fund specializing in the health care
                                             industry. Mr Werner has served as a
                                            director of over 30 public and private
                                             companies. Prior to the formation of
                                              HealthCare Ventures in 1985, Mr.
                                           Werner was Director of New Ventures
                                            for Johnson & Johnson Development
                                          Corporation. Before joining Johnson &
                                               Johnson in 1980, Mr. Werner was
                 58/ Director since 1999/
Harold R. Werner                          senior vice president of Robert S. First,
                      Expires 2010
                                           Inc. and was responsible for managing
                                          its European and, later, U.S. health care
                                            management consulting business. Mr.
                                          Werner currently serves on the Board of
                                                    Directors of TetraLogic
                                          Pharmaceuticals, Inc., DecImmune, Inc.
                                          and GenVec, Inc. Mr. Werner received
                                                his B.S. and M.S. degrees from
                                             Princeton University and an M.B.A.
                                            from the Harvard Graduate School of
                                                   Business Administration.
                                            Dr. Rudnic served as chairman of the
                                              Board of Directors from May 2004
                                             until February 2006. Dr. Rudnic has
                                           over 25 years of industry experience in
                                          the development and commercialization
                                               of a wide range of pharmaceutical
                                               products. From 1997 to 1999, Dr.
                                               Rudnic directed the research and
                                            development activities in the U.S. for
                                           Shire Pharmaceuticals. Shire acquired
                                             Pharmavene, Inc. in 1997, a start-up
                                             company focused on the design and
                                              commercialization of drug delivery
                                           systems, where Dr. Rudnic was senior
Edward M. Rudnic, 51/ Director since 1999/ vice president for development and
     Ph.D.             Expires 2009       technical operations from 1996 to 1997
                                              and vice president, pharmaceutical
                                          research and development from 1991 to
                                             1996. From 1990 to 1991, he was an
                                           independent consultant. From 1985 to
                                            1990, he held positions of increasing
                                                  responsibility as a director of
                                            formulation development and head of
                                          pharmaceutical process development at
                                               Schering-Plough Corporation. Dr.
                                            Rudnic was a research investigator at
                                           E.R. Squibb and Sons, developing oral
                                            controlled- release dosage forms and
                                              novel drug delivery concepts, from
                                           1982 to 1985. Dr. Rudnic has a B.S. in
                                          pharmacy, M.S. in pharmaceutics and a
                                          James H. Cavanaugh, Ph.D. has been a
                                              director since our inception. Dr.
                                             Cavanaugh is a general partner of
                                                         HealthCare
                                           Partners V, L.P., HealthCare Partners
                                           VI, L.P. and Healthcare Partners VII,
                                          L.P., which are the general partners of
                                               HealthCare Ventures V, L.P.,
                                             HealthCare Ventures VI, L.P. and
                                               Healthcare Ventures VII, L.P.,
                                             respectively. Dr. Cavanaugh was
                                          previously president of SmithKline and
                                            French Laboratories U.S., Inc. from
   James H.      70/ Director since 1999/      1985 to 1989 and president of
Cavanaugh, Ph.D.      Expires 2009        SmithKline Clinical Laboratories from
                                          1981 to 1985. Dr. Cavanaugh serves as
                                           chairman of the Board of Directors of
                                               Diversa Corporation and Shire
                                           Pharmaceuticals Group PLC, and as a
                                             Director of MedImmune, Inc. Dr.
                                            Cavanaugh previously served on the
                                             Board of Directors of the National
                                            Venture Capital Association and as
                                             trustee emeritus of the California
                                           College of Medicine. Dr. Cavanaugh
                                            holds a Ph.D. and an M.S. from the
                                            University of Iowa and a B.S. from
                                              Fairleigh Dickinson University.

                                           From 1976 to 2002, Mr. Dugan served
                                            as a partner for Ernst & Young LLP,
                                            where he served in various managing
                                           and senior partner positions including
                                           Mid-Atlantic Area Senior Partner from
                                              2001 to 2002, Mid-Atlantic Area
                                           Managing Partner from 1989 to 2001
                                          and Pittsburgh Office Managing Partner
                                           from 1981 to 1989. Mr. Dugan retired
                 65/ Director since 2003/
Richard W. Dugan                             from Ernst & Young in 2002. Mr.
                      Expires 2009
                                          Dugan currently serves on the Board of
                                           Directors of two other publicly-traded
                                           companies: Critical Therapeutics, Inc.
                                            and Vanda Pharmaceuticals Inc. Mr.
                                              Dugan received a B.S.B.A. from
                                             Pennsylvania State University. Mr.
                                          Dugan‘s term as a director will expire at
                                                 the 2008 Annual Meeting of
                                                        Stockholders.
                                                     Dr. Hockmeyer founded MedImmune,
                                                        Inc. in April 1988 as President and
                                                          Chief Executive Officer and was
                                                          elected to serve on the Board of
                                                     Directors in May 1988. Dr. Hockmeyer
                                                         became chairman of the Board of
                                                     Directors in May 1993. He relinquished
                                                     his position as Chief Executive Officer
                                                     in October 2000 and now serves as the
                                                     Chairman of the Board of Directors of
                                                        MedImmune, Inc. and President of
                                                          MedImmune Ventures, Inc. Dr.
                                                           Hockmeyer is a member of the
              Wayne T.      62/ Director since 1999/    Maryland Economic Development
           Hockmeyer, Ph.D.      Expires 2009             Commission and the Governor‘s
                                                      Workforce Investment Board. He is a
                                                      member of the Board of Directors of
                                                         the publicly traded biotechnology
                                                      companies GenVec, Inc., and Idenix
                                                     Pharmaceuticals, Inc. and serves on the
                                                         boards of several educational and
                                                          philanthropic organizations. Dr.
                                                         Hockmeyer earned his bachelor‘s
                                                     degree from Purdue University and his
                                                     Ph.D. from the University of Florida in
                                                       1972. In 2002, Dr. Hockmeyer was
                                                       awarded a doctor of science honoris
                                                           causa from Purdue University.


The Audit Committee consists of Richard W. Dugan and Drs. Wayne T. Hockmeyer and R. Gordon Dou
The Compensation Committee consists of Drs. Hockmeyer and Douglas.
The Nominating and Governance Committee currently consists of Dr. Hockmeyer and Mr. Werner.
The Executive Committee consists of Drs. Edward M. Rudnic, James H. Cavanaugh, R. Gordon Dougla
                                                  N2K Contact      Last
  Board Compensation       N2K Contact Name
                                                    Number        Updated

   The Company currently
     pays each of its non-
    employee directors an
 annual fee of $20,000 for
    serving on its Board of
 Directors. In addition, the
  Company currently pays
 these directors $2,500 for
 each meeting of the Board
   attended in person, and
$1,500 for each meeting of
      the Board attended     Stephanie Ambrose/
telephonically and for each                       410-277-2857   2007 Proxy
                                 Ellen Fish
 meeting of a committee of
    the Board attended. At
such times as the Company
      has a non-employee
Chairman of the Board, the
   Company will pay such
   individual an additional
 $10,000 annual fee. Each
non-employee chairman of
 a Board committee is paid
an additional $2,000 annual
      fee, except that the
  additional annual fee for
 the chairman of the Audit
 Committee is $4,000. The
           Company
   also reimburses its non-
    employee directors for
     reasonable expenses
  incurred to attend Board
and committee meetings, as
 well as business meetings
 and functions attended on
    the Company‘s behalf.
    Directors who are also
       employees of the
  Company do not receive
         any additional
    compensation for their
  services as our directors.
   individual an additional
 $10,000 annual fee. Each
non-employee chairman of
 a Board committee is paid
an additional $2,000 annual
      fee, except that the
  additional annual fee for
 the chairman of the Audit
 Committee is $4,000. The
           Company
   also reimburses its non-
    employee directors for
     reasonable expenses
  incurred to attend Board
and committee meetings, as
 well as business meetings
 and functions attended on
    the Company‘s behalf.
    Directors who are also
       employees of the
  Company do not receive
        any additional
    compensation for their
  services as our directors.
meyer and R. Gordon Douglas.

yer and Mr. Werner.
naugh, R. Gordon Douglas and Wayne T. Hockmeyer.
                                                                            Micros Systems, Inc.     7031
                                                                               Columbia Gateway Drive
                                                                             Columbia, MD 21046 443-285-
                                                                                6000 www.micros.com
                      Number of
Public or Number of                Names of                                                                                                                                     N2K Contact
                       Female                     Age/Term/Expiration        Business Background Information               Board Compensation            N2K Contact Name                       Source
 Private  Directors                Directors                                                                                                                                      Number
                      Directors
                                                                                                                          Directors other than Messrs.
                                                                                In 1995, he resigned as General
                                                                                                                         Giannopoulos and Mr. Brown
                                                                                 Manager of the Westinghouse
                                                                                                                           receive a fee of $5,000 per
                                                                              Information and Security Systems
                                                                                                                         quarter for Board service, and
                                                                                  Divisions, having been with
                                                                                                                        $1,500 for each Board meeting
                                                                             Westinghouse for 30 years, and was
                                                                                                                        attended. Messrs. Giannopoulos
                                                                             hired by the Company pursuant to an
                                                                                                                        and Brown are not compensated
                                                                             Employment Agreement to terminate
                                                 67/Director since 1992/to                                                 for service on the Board. In
                                                                              December 31, 1999, subsequently
                                                    serve until the next                                              addition, each member of a Board
                                      A. L.                                amended to terminate on June 30, 2009.                                          Stephanie Ambrose/
 Public      6            0                      Annual Meeting and until                                              committee receives an additional                         410-277-2857   2007 Proxy
                                  Giannopoulos                              In prior assignments at Westinghouse,                                              Ellen Fish
                                                    their successors are                                                   $1,500 for each committee
                                                                                Mr. Giannopoulos was General
                                                   elected and qualified                                                    meeting attended, and the
                                                                             Manager of the Automation Division
                                                                                                                              Chairman of the Audit
                                                                            and National Industrial Systems Sales
                                                                                                                        Committee, effective October 1,
                                                                                 Force, Industries Group. Mr.
                                                                                                                        2006, receives an additional fee
                                                                             Giannopoulos is a graduate of Lamar
                                                                                                                        of $3,000 per quarter, given the
                                                                            University with a Bachelor of Science
                                                                                                                       fact that he has additional review
                                                                               degree in Electrical Engineering.
                                                                                                                      responsibilities and participates in
                                                                                Chairman, President, and CEO.
                                                                                                                       certain financial review meetings
                                                                                                                       with the Finance Department and
                                                                             He serves as Chairman and CEO of
                                                                                                                        PriceWaterhouseCoopers LLP.
                                                                            Precision Auto Care, Inc., a franchise
                                                                             company for the auto care industry.
                                                 64/Director since 1977/to
                                                                           Additionally, he serves as President and
                                                    serve until the next
                                   Louis M.                                a director of IDEAS, Inc., a supplier of
                                                 Annual Meeting and until
                                   Brown, Jr.                                high technology, custom-engineered
                                                    their successors are
                                                                             products and services. Formerly, he
                                                   elected and qualified
                                                                           served as Chairman of Autometric, Inc.
                                                                             and of Planning Systems, Inc. Vice
                                                                                    Chairman of the Board.
                                          Retiring in June 2001, he worked for
                                          Ernst & Young LLP for 37 years, the
                                         last 25 of which he served as a partner.
                                             While at Ernst & Young LLP, he
                                            serviced those in high technology,
                                          biosciences, government contracting,
                                           manufacturing and banking. He also
                                         held positions of national and regional
                                         operational responsibility within Ernst
                                            & Young LLP in areas of practice
                                          management and operations, and co-
              65/Director since 2003/to     authored various internal training
                 serve until the next    publications. He serves on the board of
B. Gary Dando Annual Meeting and until      directors of PEC Solutions, Inc., a
                 their successors are    publicly held professional services firm
                elected and qualified         serving federal, state and local
                                         government agencies, where he also is
                                         the Chairman of the Audit Committee.
                                         Additionally, he is currently a member
                                           of the Board of Trustees, University
                                          System of Maryland Foundation, Inc.,
                                             where he is also a member of the
                                          Finance Committee and Chairman of
                                        the Spending Policy Committee, and the
                                          University of Maryland College Park
                                          Foundation, where he is a member of
                                            the Budget and Audit Committee.
                                              He served as Chairman of Telogy
                                               Networks, Inc., a developer of
                                         communications software products until
                                             August 1999, at which time Texas
                                            Instruments acquired it. He is on the
                                                board of directors of Primus
                                           Telecommunications, a long distance
                                           telecommunications service provider.
                                         Previously, he was Chairman and Chief
               77/Director since 1996/to
                                            Executive Officer of Orion Network
                  serve until the next
                                             Systems, a company that provides
John G. Puente Annual Meeting and until
                                           satellite services and facilities. Before
                  their successors are
                                         joining Orion, he was Vice Chairman of
                 elected and qualified
                                            M/A-Com, a supplier of microwave
                                               components and systems to the
                                          telecommunications industry. He was a
                                              founder and Chairman of Digital
                                             Communications Corporation (now
                                               Hughes Network Systems) and
                                         SouthernNet, a fiber optic long distance
                                          company that merged to form Telecom
                                           USA and was later acquired by MCI.
                                             He is President of Corporate
                                      Development Services, LLC (―CDS‖), a
                                        commercial real estate development
                                            firm with offices in Columbia,
                                            Maryland, and a subsidiary of
                                         Corporate Offices Properties Trust
                                       (NYSE: OFC); from 1984 until 1998,
                                      he, was employed by Constellation Real
            62/Director since 1997/to
                                       Estate, Inc. in various capacities. He is
               serve until the next
Dwight S.                               also past President of the Maryland
            Annual Meeting and until
 Taylor                                Chapter of the National Association of
               their successors are
                                           Industrial and Office Properties
              elected and qualified
                                          (―NAIOP‖), and a member of the
                                       NAIOP National Board. He currently
                                        serves on the Trustee Boards of the
                                           Baltimore Polytechnic Institute
                                          Foundation, Capitol College, and
                                       Lincoln University. He also serves on
                                      the Board of the T. Rowe Price Group,
                                                          Inc.
                                                       He currently serves as Chairman of
                                                        ISM, a Boston based advertising
                                                     agency, which specializes in the travel
                                                         and leisure industries and is the
                                                    Managing Partner of ISM‘s consulting
                                                     arm, The Prism Partnership, LLC. Mr.
                                                      Watson also serves as Chairman and
                                                    Executive Vice President of TLX, Inc.,
                          63/Director since 2000/to
                                                     a provider of logistics solutions to the
                             serve until the next
             William S.                               airline industry, based in Scottsdale,
                          Annual Meeting and until
              Watson                                 Arizona, and is a member of the board
                             their successors are
                                                    of directors of Passkey Systems, Inc., a
                            elected and qualified
                                                      privately held company that provides
                                                      meetings and convention reservation
                                                       and bookings services. During his
                                                    career, he also served as Vice President
                                                         of Strategic Marketing for ITT-
                                                      Sheraton Hotels, and Executive Vice
                                                        President, COO of Best Western
                                                                  International.



The Audit Committee consists of Messrs. Dando, Puente, and Watson. Mr. Dando is the Audit Committee Chairman.
The Compensation Committee consists of Messrs. Puente, Taylor, and Watson.
The Nominating Committee consists of Messrs. Taylor and Watson.
                        Number of
Public or   Number of
                         Female Names of Directors      Age/Term/Expiration
 Private    Directors
                        Directors



                                                        58/ Director since 2002/
 Public        11           1    Michael J. McDevitt
                                                             Expires 2009




                                                        29/ Director since 2007/
                                 Michael S. McDevitt
                                                             Expires 2009




                                                        58/ Director since 2007/
                                    Richard T. Aab
                                                             Expires 2009




                                                        58/ Director since 2006/
                                  Charles P. Connolly
                                                             Expires 2010
George Lavin Jr.,   78/ Director since 2005/
     Esq.                Expires 2009




  Bradley T.        59 / Director since 1996/
  MacDonald               Expires 2010




   Dennis M.        62/ Director since 2006/
   McCarthy              Expires 2008
Donald Francis   59/ Director since 1998/
 Reilly, O.S.A        Expires 2010




 Michael C.      53/ Director since 1998/
 MacDonald            Expires 2008
                        56/ Director since 2002/
  Mary T. Travis
                             Expires 2008




Reverend Joseph D.      58/ Director since 2003/
 Calderone, O.S.A.           Expires 2009




Our audit committee consists of Joseph Calderone, Charles Connolly, George Lavin, and Mary Trav
The nominating and corporate governance committee consists of Joseph Calderone, Donald F. Reill
The compensation committee currently consists of George Lavin, Jr., Esq, Dennis M. McCarthy, Es
Messrs. Bradley T. MacDonald, Michael C. MacDonald, Michael J. McDevitt, and Dennis M
             MEDIFAST, INC.
            11445 Cronhill Dr.
          Owings Mills, MD 21117
          www.medifastdiet.com
              (410) 581-8042
                                                                                                     N2K Contact
      Business Background Information                 Board Compensation        N2K Contact Name
                                                                                                       Number
Mr. McDevitt is a retired FBI Special Agent with
   over 29 years of government service with the
United States Marine Corps and the FBI. He had
     attained Senior Executive status within the                                Stephanie Ambrose/
                                                                                                     410-277-2857
 FBI(1)s Investigative Technology Branch and is                                     Ellen Fish
currently providing consulting services, focusing
    on physical threat and risk assessments and
       conducting specialized training for law
    Michael S. McDevitt is the Chief Executive
 Officer and Chief Financial Officer of Medifast,
   Inc. Mr. McDevittjoined Medifast in 2002 as
Controller and was promoted to Vice President of
  Finance in January 2004. In March of 2005 he
   was promoted to President and subsequently
 promoted to the position of President and Chief      Employee Directors do
Financial Officer in January of 2006. In March of         not receive any
Richard T. Aab co-founded US LEC in June 1996
                                                     additional compensation
    and has served as Chairman of the Board of
                                                        for their services as
Directors since that time. He also served as Chief
                                                              director.
    Executive Officer from June 1996 until July
                                                     Additional fees are paid
   1999. Between 1982 and 1997, Mr. Aab held
                                                     to the Chairman of each
        various positions with ACC Corp., an
                                                        committee which in
  international telecommunications company in
                                                     fiscal 2006 amounted to
  Rochester, NY, including Chairman and Chief
 Charles P. Connolly is currently an independent     an additional 500 shares
   director focusing on bank relationships, debt      of Medifast, Inc. stock
 refinancing, merger and acquisition strategy and    granted to the Chairman
  executive compensation design. Mr. Connolly           of each committee.
 spent 29 years at First Union Corp. that merged     Joseph D. Calderone - $
with Wachovia Bank in 2001. He retired in 2001                 9,375
  as the President and CEO of First Union Corp.        Charles P. Connolly -
 Mr. Connolly serves on the Boards of numerous                 3,206
                                                       George Lavin, Esq. -
                                                               9,375
                                                     Michael C. MacDonald -
                                                               9,375
                                                      Dennis M. McCarthy -
                                                               3,206
                                                      Michael J. McDevitt -
                                                               9,375
                                                      Rev. Donald F. Reilly,
                                                           OSA - 12,500
                                                     Mary T. Travis - 12,500
                                                       granted to the Chairman
                                                          of each committee.
                                                       Joseph D. Calderone - $
                                                                9,375
                                                        Charles P. Connolly -
                                                                3,206
  Mr. Lavin has been a director of the Company           George Lavin, Esq. -
since 2005 while a senior partner at Lavin, Oneil,              9,375
  Ricci, Ceprone & Disipio. Mr. Lavin is a 1951        Michael C. MacDonald -
graduate of Bucknell University. He attended the                9,375
    University of Pennsylvania School of Law,           Dennis M. McCarthy -
receiving an LL.B. in 1956, and then served as a                3,206
 Special Agent, Federal Bureau of Investigation,        Michael J. McDevitt -
 United States Department of Justice, until 1959.               9,375
Mr. Lavin is one of the dominant product liability      Rev. Donald F. Reilly,
    defense attorneys in the nation. He has had              OSA - 12,500
  regional responsibilities in several automotive      Mary T. Travis - 12,500
 specialty areas, and has been called upon to try
  matters throughout the county on behalf of his
clients. Mr. Lavin's present practice and specialty
   emphasizes his commitment to defending the
  automotive industry. Mr. Lavin is admitted to
       practice before the Supreme Court of
Pennsylvania, the United States Court of Appeals
    for the Third Circuit and the United States
    District Courts for the Eastern and Middle
 Districts of Pennsylvania. He is a member of the
    Faculty Advisory Board of the Academy of
 Advocacy, the Association of Defense Counsel,
 The Defense Research Institute, The American
    Board of Trial Advocates, and the Temple
 Prior to joining the Company, He has also been
University Law School faculty.he was appointed
 as Program Director of the U.S. Olympic Coin
   Program of the Atlanta Centennial Olympic
    Games. From 1991 through 1994, Colonel
MacDonald returned to active duty to be Deputy
Director and Chief Financial Officer of the Retail,
Food, Hospitality and Recreation Businesses for
  the United States Marine Corps. Prior thereto,
    Mr. MacDonald served as Chief Operating
    Officer of the Bonneau Sunglass Company,
 Dennis M. McCarthy practiced law for 21 years
 as a civil litigator in tort and contract cases. He
was the founding member and managing partner
       of a Columbus, Ohio based law firm.
 Additionally, he served active duty in the U.S.
Marine Corps for 23 years and served 18 years in
 reserve service. Mr. McCarthy retired from the
Marine Corps in 2005 in the grade of Lieutenant
   General after four years in command of all
     Marine Reserve forces. Mr. McCarthy is
    Reverend Donald Francis Reilly, O.S.A., a
      Director, holds a Doctorate in Ministry
(Counseling) from New York Theological and an
  M.A. from Washington Theological Union as
    well as a B.A. from Villanova University.
  Reverend Don Reilly was ordained a priest in
1974. His assignments included Associate Pastor,
  pastor at St. Denis, Havertown, Pennsylvania,
  Professor at Villanova University, Personnel
   Director of the Augustinian Province of St.
   Thomas of Villanova, Provincial Counselor,
    Founder of SILOAM Ministries where he
 ministers and counsels HIV/AIDS patients and
    caregivers. He is currently on the Board of
Directors of Villanova University, is President of
     the board of "Bird Nest" in Philadelphia,
  Pennsylvania and is Board Member of Prayer
Power. Fr. Reilly was recently elected Provincial
 of the Augustinian Order at Villanova, PA. He
 will oversees more than 300 Augustinian Friars
   and their service to the Church, teaching at
   universities and high schools, ministering to
   parishes, serving as chaplains in the Armed
    Forces and hospitals, ministering to AIDS
victims, and serving missions in Japan and South
Michael C. MacDonald, a Director, is a corporate
  officer and President of Global Accounts and
Marketing Operations, for the Xerox Corporation.
   Mr. MacDonald's former positions at Xerox
 Corporation include executive positions in the
sales and marketing areas. He is currently on the
 Board of Trustees of Rutgers University and a
    Director of the Jimmy V Foundation. Mr.
     MacDonald is the brother of Bradley T.
     MacDonald, the CEO of the Company.
            Mary T. Travis, a Director, is currently employed
                 with Sunset Mortgage Company, L.P. in
               Pennsylvania as the Senior Vice President of
             wholesale operations and was formerly the Vice
                 President of operations for the Financial
            Mortgage Corporation. Mrs. Travis is an expert in
                 mortgage banking with over 36 years of
                diversified experience. She is an approved
             instructor of the Mortgage Bankers Association
              Accredited School of Mortgage Banking. Mrs.
            Travis was also formally a delegate and 2nd Vice
            president of the Mortgage Bankers Association of
             Greater Philadelphia and the Board of Govenors
                of the State of Pennsylvania. She is the key
               financial executive on the Company's Audit
            Committee providing oversight of the Company's
                              external auditors.
                  Reverend Joseph D. Calderone, O.S.A., was
               named a director of Medifast in November 2003.
                   Rev. Calderone is the Associate Director of
                  Campus Ministry at Villanova University. He
                formerly spent over eight years with the Loyola
                    University Medical Center as the hospital
                Chaplain and taught multiple courses including
                  Introduction to the Practice of Medicine and
                 Business Ethics. Rev. Calderone is currently a
                Captain in the US Navy Reserves and serves as
                 the Wing Chaplain for the 4th Marine Aircraft
                                      Wing.
Calderone, Charles Connolly, George Lavin, and Mary Travis.
 ce committee consists of Joseph Calderone, Donald F. Reilly, and George Lavin.
consists of George Lavin, Jr., Esq, Dennis M. McCarthy, Esq., Donald F. Reilly, and Mary Travis
hael C. MacDonald, Michael J. McDevitt, and Dennis M. McCarthy, Esq. are members of the Executive Committee.
  Last
Updated/
 Source



2007 Proxy
  Report
                      Number of
Public or Number of
                       Female   Names of Directors     Age/Term/Expiration
 Private  Directors
                      Directors




                                                       66/ Director since 2006/
 Public      9            0       Jerry C. Benjamin
                                                            Expires 2010




                                                       44/ Director since 2000/
                                 Barclay A. Phillips
                                                            Expires 2010
Otello Stampacchia,   37/ Director since 2006/
       Ph.D.               Expires 2010
                       51/ Director since 2003/
Phillip M. Schneider
                            Expires 2008
                        42/ Director since 2006/
Christian Itin, Ph.D.
                             Expires 2008
 Michael G. Carter,
                      69/ Director since 2001/
M.B., Ch.B., F.R.C.P.
                           Expires 2009
    (Edinburgh)
                58/ Director since 2000/
David F. Hale
                     Expires 2009
                   59/ Director since 2006/
John E. Berriman
                        Expires 2009
                                  49/ Director since 2006/
            Peter Johann, Ph.D.
                                       Expires 2008




Audit Committee: Mr. John E. Berriman, Mr. Barclay A. Phillips, Dr. James Clayburn La Force, Jr., Mr. P
Compensation Committee: Mr. John E. Berriman, Dr. Michael G. Carter, Dr. Otello Stampacchia, Dr. Ja
Nominating Committee: Mr. Jerry C. Benjamin, Dr. Michael G. Carter, Mr. Robert E. Kiss, Dr. Gail S. Sc
         MICROMET, INC.
    6707 Democracy Boulevard
            Suite 505
Bethesda, Maryland 20817 (240)
            752-1420
http://www.micromet.de/index.php
             ?id=48
                                                                                                    N2K Contact
  Business Background Information                Board Compensation         N2K Contact Name
                                                                                                      Number
                                                Prior to the merger between
Mr. Benjamin has been a General Partner       Micromet AG and CancerVax
  of Advent Venture Partners, a venture            Corporation, directors of
capital management firm in London, since      CancerVax received an annual
  1985. Mr. Benjamin also serves on the       fee of $16,000 for service as a
      board of directors of Orthofix          director. In addition, directors
                                                                               Stephanie Ambrose/
   International N.V., an international              of CancerVax received                          410-277-2857
                                                                                   Ellen Fish
    orthopedics company listed on the              $1,500 for each regularly
NASDAQ Global Market. In the past, Mr.             scheduled board meeting
Benjamin has been a director of a number         attended and $750 for each
     of public and private health care                 regularly scheduled
                companies.                      committee meeting attended.
                                                For director service after the
                                                effective date of the merger,
Barclay A. Phillips served as a member of        directors receive an annual
   CancerVax‘s board of directors from            retainer fee of $16,000 for
   December 2000 to May 2006 and has                director service, paid in
 continued as a director of the Company       quarterly installments, a fee of
 following the merger. From 1999 to the               $1,500 for each board
present, Mr. Phillips has been a Managing      meeting attended and a fee of
  Director of Vector Fund Management.            $1,000 for each committee
From 1991 to 1999, Mr. Phillips served in     meeting attended. In addition,
various roles including Director of Private     each non-employee director
 Placements and Biotechnology Analyst          receives the director fee with
 for INVESCO Funds Group, Inc. From              respect to telephonic board
1985 to 1990, Mr. Phillips held positions          meetings and committee
 in sales and trading with Paine Webber,         meetings if such telephonic
 Inc. and Shearson Lehman Hutton, Inc.          meetings last approximately
 Over the last ten years, Mr. Phillips has     two hours or longer. Pursuant
   held board positions for a number of              to the Company‘s non-
     public and private companies and                   employee director
currently serves as a director and member      compensation policy adopted
     of the audit committee of Acorda         in connection with the merger,
   Therapeutics, Inc., a publicly traded         each nonemployee director,
biopharmaceutical company. Mr. Phillips       other than the chairman of the
  received a B.A. in economics from the              board, received a non-
    University of Colorado in Boulder.             qualified stock option to
                                               purchase 35,000 shares of the
                                                 Company‘s common stock,
                                                and the chairman received a
                                               non-qualified stock option to
                                               purchase 70,000 shares of the
                                               Company‘s common stock on
                                                    the merger closing date.
                                                Directors who join the board
                                              after the merger also receive a
                                               non-qualified stock option to
                                             in connection with the merger,
                                               each nonemployee director,
                                             other than the chairman of the
                                                  board, received a non-
                                                 qualified stock option to
                                              purchase 35,000 shares of the
                                               Company‘s common stock,
Otello Stampacchia, Ph.D. has served as a      and the chairman received a
  member of our board of directors since      non-qualified stock option to
    the merger in May 2006 and as an          purchase 70,000 shares of the
 Adviser to Omega Fund since 2005. The        Company‘s common stock on
Omega Fund acquires ownership interests          the merger closing date.
 in public and private biopharmaceutical      Directors who join the board
    and device companies, focusing on        after the merger also receive a
    Western Europe and the USA. Dr.           non-qualified stock option to
Stampacchia has been involved in various        purchase 35,000 shares of
advisory activities in biotechnology since     Company common stock on
2001. Previously, Dr. Stampacchia was a              the date of initial
   member of the health care Corporate                 appointment.
   Finance and M&A team at Goldman
  Sachs International in London, and he
    also helped initiate the health care
 investment activities of Index Securities
 (now Index Ventures). Dr. Stampacchia
  has a Ph.D. in Molecular Biology from
the University of Geneva (Switzerland), a
  European Doctorate in Biotechnology
 (EDBT) from the European Association
 for Higher Education in Biotechnology,
     and a M.Sc. in Genetics from the
        University of Pavia (Italy).
Phillip M. Schneider served as a member
 of CancerVax‘s board of directors from
   September 2003 to May 2006 and has
 continued as a director of the Company
  following the merger. Mr. Schneider is
   also chairman of the Company‘s audit
 committee. Mr. Schneider is the former
      Chief Financial Officer of IDEC
Pharmaceuticals Corporation. During his
 15-year tenure at IDEC, which ended in
 October 2002, he served as Senior Vice
President and Chief Financial Officer and
 played an integral role in the company‘s
    growth. Prior to his association with
     IDEC, Mr. Schneider held various
      management positions at Syntex
   Pharmaceuticals Corporation and was
     previously with KPMG, LLP. Mr.
  Schneider has served as a director and
chairman of the audit committee of Gen-
Probe Incorporated since November 2002
 and serves as a member of the board of
     directors and chairman of the audit
committee for Targegen, Inc., a privately
     held biotechnology company. Mr.
    Schneider holds an M.B.A. from the
 University of Southern California and a
B.S. in biochemistry from the University
           of California at Davis.
 Dr. Itin has also served in the following
 capacities with our subsidiary Micromet
AG: Chief Executive Officer since March
 2004, Chief Business Officer from April
  2002 to March 2004, Vice President of
   Business and Corporate Development
from September 2001 to April 2002, Vice
President of Corporate Development from
 September 2000 to September 2001 and
Head of IP and Licensing from September
 1999 to September 2000. Before joining
  Micromet, Dr. Itin was a co-founder of
  Zyomyx, Inc. (Hayward, CA, USA), a
protein chip company. Dr. Itin received a
  Diploma in biology and a Ph.D. in cell
   biology from the University of Basel,
     Switzerland. In addition, he also
  performed postdoctoral research at the
   Biocenter of Basel University and at
 Stanford University School of Medicine.
     Prior to the merger Dr. Carter was a
     member of the supervisory board of
    Micromet AG. Dr. Carter is a venture
partner at SV Life Sciences Advisers LLP
   and a member of the advisory board of
   Paul Capital Royalty Fund. Dr. Carter
                  retired from
   Zeneca, PLC, a publicly traded global
pharmaceutical company and predecessor
   of AstraZeneca, in 1998, where he had
   been on the pharmaceutical board. Dr.
    Carter served Zeneca as International
 Medical Director from 1986 to 1989 and
                        as
   International Marketing Director from
1990 to 1995. Under his direction, Zeneca
 developed and launched numerous drugs
  including CasodexTM, the most widely
    prescribed anti-androgen for prostate
 cancer therapy in the U.S., ZoladexTM,
   an LHRH analogue for prostate cancer
 and breast cancer; and ArimidexTM, the
 first new generation aromatase inhibitor
      for breast cancer. Dr. Carter also
      contributed to the post-marketing
     development of tamoxifen, the first
    selective estrogen receptor modulator
     approved for the treatment of breast
   cancer. From 1985 to 1995, Dr. Carter
       served as a member of the U.K.
  Government‘s Medicines Commission.
     From 1976 to 1984, Dr. Carter held
 Mr. Hale became Chairman of the board
 of directors in May 2006. From January
  1998 to May 2000, Mr. Hale served as
President and Chief Executive Officer of
Women First HealthCare, Inc., a publicly
     traded specialty pharmaceuticals
 company. Prior to joining Women First
 HealthCare, Mr. Hale served from May
  1987 to November 1997 as Chairman,
President and Chief Executive Officer of
        Gensia, Inc., a publicly-held
    biopharmaceutical company, which
      merged with Sicor, Inc., to form
     GensiaSicor, Inc., and which was
     acquired by Teva Pharmaceutical
 Industries Limited. He also served from
   February 1987 to September 1995 as
  Chairman of Viagene, Inc., a publicly
  held biotechnology company that was
acquired by Chiron, Inc. Mr. Hale served
     from April 1982 to May 1987 as
  President, Chief Executive Officer and
 Chief Operating Officer with Hybritech,
   Inc., a publicly-traded biotechnology
 company that was acquired by Eli Lilly
     and Co. in 1986. Prior to joining
Hybritech, Mr. Hale served from January
  1980 to April 1982 as Vice President,
  Sales and Marketing and then as Vice
President and General Manager with BBL
   Microbiology Systems, a division of
  Becton, Dickinson & Co. From March
Since May 2004, Mr. Berriman has been a
consultant and a non-executive director of
  a number of private and public biotech
  companies, including Algeta ASA and
    Ablynx NV. He serves as executive
 deputy chairman of Oxxon Therapeutics,
Inc. Mr. Berriman served as a member of
     the board of directors of Alnylam
   Pharmaceuticals, Inc. from July 2003
until December 2005. From August 2001
until May 2004, Mr. Berriman served as a
  director of Abingworth Management, a
  venture capital firm specializing in life
    science biomedical companies. Mr.
Berriman was a consultant to Abingworth
Management from March 1997 to August
      2001. From 1989 until 1996 Mr.
  Berriman was an executive director of
Celltech plc. He has a degree in Chemical
    Engineering from the University of
Cambridge and an MBA from the London
              Business School.
              Dr. Johann is a Managing General Partner
               of NGN Capital. He joined NGN Capital
                from Boehringer Ingelheim where from
              August 2000 to July 2004 he served as the
              Division Head of Corporate Development
                     responsible for strategic planning,
                       strategic projects, mergers and
                acquisitions, business development and
              licensing. Prior to this, Dr. Johann served
                     from July 1998 to July 2000 at F.
               Hoffmann-La Roche as Global Business
                   Leader where he led global business
                  teams and was responsible for global
              marketing of oncology products as well as
                  evaluation of pipeline products from
               internal and external sources. Dr. Johann
              joined Roche from Boehringer Mannheim
                      where he was Head of Business
              Development and Marketing of Molecular
              Medicine LLC from January 1996 to June
                    1998. In addition to marketing and
                    licensing activities, Dr. Johann was
                 involved in establishing and managing
                joint venture companies as a member of
                   the supervisory boards of Molecular
                 Medicine LLC and MolMed SpA. Dr.
              Johann held various positions in the fields
                      of marketing, sales and business
               development with Boehringer Mannheim
              Biochemicals, Kaneka and Röhm between
                 August 1985 and December 1995. Dr.
  Barclay A. Phillips, Dr. James Clayburn La Force, Jr., Mr. Phillip M. Schneider (Chair)
 iman, Dr. Michael G. Carter, Dr. Otello Stampacchia, Dr. James Clayburn La Force, Jr., Dr. Ivor Royston, Mr. Jerry C. Benjamin (Chair)
min, Dr. Michael G. Carter, Mr. Robert E. Kiss, Dr. Gail S. Schoettler, Mr. Barclay A. Phillips (Chair)
 Source




2007 Proxy
Mr. Jerry C. Benjamin (Chair)
                        Number of
Public or    No. of
                         Female      Names of Directors      Age/Term/Expiration
 Private    Directors
                        Directors



                                                             66/ Director since 1998/
 Public        10           1          James T. Brady
                                                               Expires end of year




                                                             61/ Director since 1998/
                                      Francis A. Contino
                                                               Expires end of year




                                                             60/ Director since 2001/
                                    J. Michael Fitzpatrick
                                                               Expires end of year



                                                             65/ Director since 2007/
                                      George A. Roche
                                                               Expires end of year

                                                             50/ Director since 2007/
                                     Michael D. Mangan
                                                               Expires end of year


                                    Freeman A. Hrabowski, 56/ Director since 1997/
                                             III            Expires end of year

                                                             60/ Director since 1994/
                                      Robert J. Lawless
                                                               Expires end of year



                                                             49/ Director since 2003/
                                    Margaret M. V. Preston
                                                               Expires end of year



                                                             64/ Director since 1998/
                                      William E. Stevens
                                                               Expires end of year
                                            50/ Director since 2005/
                         John P. Bilbrey
                                              Expires end of year




During fiscal 2006, membership on the Audit Committee consisted of Mr. Brady, who served as Chairman, Ms. Pres
During fiscal 2006, membership on the Compensation Committee consisted of Mr. Beracha, who served as Chairm
During fiscal 2006, membership of the Nominating Committee consisted of Dr. Hrabowski, who served as Chairman
McCormick & Co., Inc.        18
Loveton Circle          Sparks,
 MD 21152             410-771-
   7301 www.mccormick.com

                                                                                                  N2K Contact
  Business Background Information              Board Compensation          N2K Contact Name
                                                                                                    Number
                                            Fees paid to each director who
                                                   is not an employee of
    Managing Director, Mid-Atlantic
                                                McCormick consists of an
      Ballantrae International, Ltd.                                         Stephanie Ambrose/
                                            annual retainer of $45,000 and                        410-277-2857
          Ijamsville, Maryland                                                   Ellen Fish
                                               a meeting fee of $1,500 for
 International management consultants.
                                            each Board meeting attended.
                                            Directors who serve on Board
      Executive Vice President               Committees, but who are not
       Strategic Planning and                  chairs of a Committee, also
       Chief Financial Officer                   receive $1,200 for each
     McCormick & Company, Inc.                   Committee meeting they
  President & Chief Operating Officer            attend and an additional
        Rohm & Haas Company                     annual retainer of $2,500.
       Philadelphia, Pennsylvania                 Directors who serve as
Paint & coatings, electronics, household        Committee Chairs receive
products, personal care products, grocery      $1,500 for each Committee
                 items.                          meeting attended and an
                                              additional annual retainer of
    Retired executive (January 2007);       $10,000. Under the Directors‘
 Chairman and President, T. Rowe Price        Non-Qualified Stock Option
       Group, Inc. (1997 to 2006)            Plan, non-employee directors
 Senior Vice President, Chief Financial      are granted options each year
Officer, The Black & Decker Corporation       for 2,500 shares of Common
            (2000 to present)                   Stock and 2,500 shares of
                President                    Common Stock Non-Voting.
University of Maryland Baltimore County           In addition, each non-
          Baltimore, Maryland.                mployee director is awarded
                                            2,000 restricted stock units on
 Chairman of the Board, President and              an annual basis under
  CEO McCormick & Company, Inc.                 McCormick‘s Long-term
                                             Incentive Plan. The restricted
      Executive Vice President
                                            stock units vest if the Director
Mercantile Private Wealth Management
                                            serves on McCormick‘s Board
  Mercantile Safe Deposit & Trust
                                               for approximately one year
               Company
                                                  from the date of grant.
        Baltimore, Maryland.
                                             Directors who are employees
         Chairman, BBI Group
          St. Louis, Missouri
        Mergers & Acquisitions.
              Senior Vice President of The Hershey
               Company and President of Hershey
                 International (2003 to present);
                Executive Vice President, Sales of
              Mission Foods (2003); President and
             Chief Executive Officer, Group Danone,
             Danone Waters of North America (2001
               to 2002); Executive Vice President,
              Retail Sales — North America, Group
                Danone, Danone Waters of North
                     America (2000 to 2001)

 onsisted of Mr. Brady, who served as Chairman, Ms. Preston and Dr. Fitzpatrick. On January 1, 2007, Mr. Mangan succeeded Ms. Preston
mmittee consisted of Mr. Beracha, who served as Chairman, Mr. Stevens and Mr. Bilbrey. On January 1, 2007, Mr. Stevens succeeded Mr.
ittee consisted of Dr. Hrabowski, who served as Chairman, and Dr. Fitzpatrick. On January 1, 2007, Ms. Preston joined the Committee as a
 Source




2007 Proxy
  Mangan succeeded Ms. Preston as a member of the Committee.
2007, Mr. Stevens succeeded Mr. Beracha as Chairman of the Committee.
 reston joined the Committee as a member.
                      Number of
Public or Number of                  Names of
                       Female                         Age/Term/Expiration
 Private  Directors                  Directors
                      Directors




                                                        64/Director since
 Public      10           1       Charles C. Baum
                                                       1996/Expires 2008




                                                        63/Director since
                                  Richard O. Berndt
                                                      1996/Expires in 2009




                                                        65/Director since
                                   Eddie C. Brown
                                                      2003/Expires in 2007
                       44/Director since
Michael L. Falcone
                     2005/Expires in 2009




                       67/Director since
Robert S. Hillman
                     1996/Expires in 2009




                       67/Director since
 Mark K. Joseph
                     1996/Expires in 2008
   Douglas A.            64/Director since
   McGregor            1999/Expires in 2007




                      64/Director since 2004/
Arthur S. Mehlman
                          Expires 2008




                         61/Director since
 Fred N. Pratt, Jr.
                       2003/Expires in 2007
                              60/ Director since 2005/
           Barbara B. Lucas
                                   Expires 2009




The members of our Audit Committee are Messrs. Pratt (acting chairman), Baum, Brown, Hillman and M
We have a Compensation Committee of the Board of Directors, consisting of Messrs. Hillman (Chair), B
The members of our Governance Committee are Messrs. McGregor (Chair), Baum and Hillman.
   Municipal Mortgage and Equity
          621 E. Pratt St.
        Baltimore, MD 21202
            887-461-4895
http://www.munimae.com/index.html

                                                                                                    N2K Contact
   Business Background Information                 Board Compensation        N2K Contact Name
                                                                                                      Number

  He has been CFO of United Holdings Co.,
Inc. and its predecessors since 1973; United
     Holdings was involved in the metal
business until 1990 when it shifted its focus
to become a firm which primarily invests in      Directors who are officers of Stephanie Ambrose/
    real estate and securities. He is also a      the Company do not receive                        410-277-2857
                                                                                   Ellen Fish
    member of the Board of Directors of          any fees for their services as
     Gabelli Group Capital Partners (an             directors. Effective in the
 investment advisor) and Shapiro Robinson        second quarter of 2004, each
   & Associates (a firm which represents           non-management director
            professional athletes).             received an annual retainer of
  He has been the managing partner of the        $25,000 plus a fee of $1,000
  law firm of Gallagher, Evelius & Jones         for attendance at each Board
located in Baltimore, Maryland since 1976;      and committee meeting. Prior
    Gallagher, Evelius & Jones provides             to this change, the annual
   corporate and real estate related legal           retainer was $16,000. In
  services to MuniMae. He has extensive         addition, Committee members
experience in corporate and real estate law;    received an annual retainer of
   he serves on the Boards of Mercantile         $2,500 and Committee chairs
          Bankshares Corporation.               received an additional retainer
                                                of $5,000. Directors are given
 He is founder, President and a member of
                                                     the option of having the
  the board of directors of Brown Capital
                                                   Company pay these fees in
     Management, Inc., an investment
                                                cash or deferred shares. From
 management firm, which manages money
                                                   time to time, the Board of
for institutions and wealthy individuals; he
                                                   Directors may change this
has served in this capacity since July 1983.
                                                          compensation.
    He also serves on the Boards of the
    Mercantile Bankshares Corporation,
    Greater Baltimore Committee, East
  Baltimore Development Inc. and is co-
      chairman of Reason to Believe.
    Prior to his appointment as CEO and
President, he served as COO and President
     since 1997; he is responsible for the
  operations of the Company, focusing on
  strategic planning, risk management, and
     business development, as well as the
management of the day-to-day activities of
    the Company. He led the team which
created MuniMae through the restructuring
  of its predecessor, the SCA Tax Exempt
     Fund. Prior to his involvement with
     MuniMae, he served as Senior Vice
President and Partner at The Shelter Group,
 a Baltimore based real estate development
  and property management firm where he
 began his career in 1983. He serves on the
    Boards of the Baltimore Development
     Corporation, The Greater Baltimore
    Alliance, and the McDonogh School.


 He has been a director and President of H
 & V Publishing, Inc. since 1998; prior to
position at H& V Publishing, Inc., he was a
   member of the law firm of Whiteford,
Taylor and Preston, LLP., which has offices
 in Baltimore, Maryland and Washington,
 D.C., since 1986; formerly the Executive
    Partner of the 135-attorney firm, Mr.
    Hillman has extensive experience in
  municipal finance, real estate, labor and
   employment law. He is also Chairman
  Emeritus of the Babe Ruth Museum and
  trustee of the Enoch Pratt Free Library.


 Prior to January 1, 2005, he also served as
its CEO; he is the founding Chairman of the
  Board of The Shelter Group, a real estate
   development and property management
    company. He currently serves on the
      Boards of the Greater Baltimore
     Committee, Provident Bankshares
  Corporation, the Shelter Foundation, and
    the National Multi Housing Council.
     In October 2002, he retired as Vice
     Chairman and COO for The Rouse
  Company, a position held since 1998; he
 had been with The Rouse Company since
 1972; from 1973 to 1974, he was a Senior
   Development Director, and, in 1975, he
 became Director of Land Development. In
    July 1978,he was named Senior Vice
    President of The Rouse Company and
     General Manager of Columbia and,
subsequently, became Director of the Office
 and Community Development division of
  the Company. He assumed responsibility
     for all development activities of the
Company in 1990 and, in 1993, was named
Executive Vice President, Development and
 Operations. He is a trustee of the Garrison
                Forest School.
Prior to his retirement in 2002, he served as
    a Partner at KPMG LLP in charge of
        KPMG's audit practice for the
 Baltimore/Washington region, and before
   that, managing partner of its Baltimore
  office. While at KPMG, he worked on a
 broad range of public company audit and
   compliance issues, and participated as
 client service or audit engagement partner
    on more than 60 offerings of debt and
equity securities in the U.S. and Europe. He
    also serves on the Boards of the Legg
  Mason Family of Funds and The Royce
                    Funds.
He co-founded Boston Financial, a leading
 real estate investment manager, operator
  and service provider that managed $5.8
   billion in real estate investments when
acquired by Lend Lease in 1999. He served
    Lend Lease as Principal in charge of
  Specialized Business, President & COO
and Chief Executive Officer of Lend Lease
  Real Estate Investments (U.S.) through
                February 2003.
                Ms. Lucas was formerly Senior Vice
              President—Public Affairs and Corporate
                  Secretary of The Black & Decker
             Corporation, a manufacturer and marketer
             of power tools and accessories, hardware
                and home improvement products, and
             technology- based fastening systems, and
             served on Black & Decker‘s Management
            Committee until May 2006. Ms. Lucas was
             elected Senior Vice President of Black &
               Decker in December 1996 after having
              served as Vice President - Public Affairs
              since beginning her career with Black &
                  Decker in July 1985. She has been
               Corporate Secretary and head of Public
               Affairs since joining the company. Ms.
            Lucas is a director of Provident Bankshares
             Corporation (―Provident‖), a commercial
              bank holding company, where she chairs
            the Compensation Committee. Ms. Lucas is
                a member of the American Society of
             Corporate Secretaries, where she formerly
               served as president of the Mid-Atlantic
            Regional Chapter and as a national director.

e Messrs. Pratt (acting chairman), Baum, Brown, Hillman and Mehlman.
the Board of Directors, consisting of Messrs. Hillman (Chair), Baum and McGregor and Ms. Lucas.
ittee are Messrs. McGregor (Chair), Baum and Hillman.
 Source




2006 Proxy
                        Number of
Public or    No. of
                         Female   Names of Directors    Age/Term/Expiration
 Private    Directors
                        Directors




                                  Michael A. McManus, 64/ Director since 1998/
 Public        7            0
                                           Jr.             Expires 2010
Thomas P. Monath,   66/ Director since 2006/
     M.D.                Expires 2010




                    54/ Director since 2007/
  John Lambert
                         Expires 2008




                    42/ Director since 2005/
  Rahul Singhvi
                         Expires 2008
                     49/ Director aince 2998/
 Gary C. Evans
                          Expires 2009




                     80/ Director since 1991/
John O. Marsh, Jr.
                          Expires 2009
                      James B. Tananbaum, 44/ Director since 2006/
                             M.D.              Expires 2009




The Compensation Committee of the Board of Directors consists of directors — Mr. Marsh (Chairman), Dr. Monath
The Audit Committee currently consists of Messrs. McManus (Chairman), Evans and Marsh
The Nominating and Corporate Governance Committee (the “Governance Committee”) consists of Messrs. Evans (
        NOVAVAX, INC.
  9920 Belward Campus Drive
   Rockville, Maryland 20850
   http://www.novavax.com/
         (240) 268-2000

                                                                                       N2K Contact
Business Background Information        Board Compensation       N2K Contact Name                       Source
                                                                                         Number
                                        Mr. Lambert receives an
                                      annual retainer of $30,000
                                         as compensation for his
                                       services as a director and
                                       as Chairman of the Board
                                           and does not receive
                                        additional compensation
                                         for attending board and
                                       committee meetings. Each
 President, Chief Executive Officer     independent director not
   and Director of Misonix, Inc., a   employed by Novavax and
  medical, scientific and industrial          not serving on a
    provider of ultrasonic and air        committee receives an
    pollution systems, since 1998.           annual retainer of
President and Chief Executive Officer $10,000; the chairs of the
                                                                  Stephanie Ambrose/
of N.Y. Bancorp from 1990 to 1998.        Audit, Compensation,                         410-277-2857   2007 Proxy
                                                                      Ellen Fish
   Assistant to the President of the    Nominating & Corporate
  United States from 1982 to 1985.            Governance and
      Currently a director of LQ          Government Relations
 Corporation, Inc., American Home           Committees receive
   Mortgage Holdings, Inc. and A.           annual retainers of
            Schulman Inc.                   $20,000, $15,000,
                                          $15,000 and $20,000,
                                          respectively; and non-
                                      employee directors serving
                                              on one or more
                                          committees receive an
                                             annual retainer of
                                       $12,000. Annual retainers
                                        are paid quarterly. Each
                                      independent non-employee
                                           director also receives
 Partner, Kleiner Perkins Caufield &
  Byers. Chief Scientific Officer and
  Executive Director, Acambis Inc.,
    2003 to 2006. Vice President,
     Research & Medical Affairs,
Acambis Inc. 1992 to 2003. Director,
 Sanaria Inc. 2005 to 2006. Medical
  Advisory Board, Symphogen A/S
  2005 to 2006. Scientific Advisory
 Board, Transform Pharmaceuticals,
    2005 to present, IAVI 2007 to
 present. Consultant to Acambis Inc.,
   specifically for smallpox vaccine
2006 to 2007. Currently a director of
two private life science companies —
     Juvaris BioTherapeutics and
            Xcellerex, Inc.

Chairman of the Board of Directors
   of Novavax since March 2007.
   Independent consultant with JG
       Solutions Limited since
2005. President, Chiron Vaccines, a
 biopharmaceutical company, from
  2001 to 2005. Currently the Vice
      President of the Conseil
 d‘Administration of Farmaprojects
    S.A. (Spain), Non-Executive
Chairman of Cambridge Biostability
  Ltd. (U.K.) and a non-executive
   board member of Acambis plc.

 President, Chief Executive Officer
   and Director of Novavax since
August 2005. Senior Vice President
   and Chief Operating Officer of
Novavax from April 2005 to August
     2005 and Vice President —
 Pharmaceutical Development and
Manufacturing Operations from April
  2004 to April 2005. For ten years
prior to joining the Company, served
 in several positions with Merck &
Co., culminating as Director with the
Merck Manufacturing Division from
             1999 to 2004.
Currently Lead Independent Director
 of Novavax, Inc. since March 2007.
 Chairman of the Board of Directors
              of Novavax,
Inc. from April 2005 to March 2007.
       Chief Executive Officer of
 GreenHunter Energy, Inc. and Orion
   Ethanol, Inc., two publicly traded
     alternative energy companies.
Chairman of Global Hunter Holdings,
    LP, since June 2005. Chairman,
President and Chief Executive Officer
 of Magnum Hunter Resources, Inc.,
     an oil and gas exploration and
  production company, from 1995 to
   2005. Chairman of the Board of
Directors and Chief Executive Officer
of its predecessor, Hunter Resources,
 Inc., from 1985 to 1995. Currently a
   trustee of TEL Offshore Trust, a
   publicly traded oil and gas trust.

  Co-Chair of Independent Review
Group for Walter Reed Hospital and
Bethesda Navy Medical Center since
  2007. Visiting Professor, George
    Mason University, since 2001.
Visiting Professor, Virginia Military
     Institute, 1998. Interim Chief
 Executive Officer of Novavax from
     July 1996 to March 1997 and
 Chairman of the Board of Directors
  from July 1996 to February 1997.
 Secretary of the Army from 1981 to
1989. Counselor with Cabinet rank to
  the President of the United States
   from 1974 to 1977. Assistant for
  National Security Affairs to Vice
President of the United States, 1974.
 Assistant Secretary of Defense from
1973 to 1974. U.S. Representative in
     Congress from 1963 to 1971.
                Managing Director of Prospect
              Venture Partners II and III, LLC, a
              dedicated life science venture fund
              group which he cofounded in 2000.
                   Chief Executive Officer of
                       Theravance, Inc., a
               biopharmaceutical company, from
                  1997 to 2000. Partner, Sierra
             Ventures, a venture capital firm, from
                 1993 to 1997. Senior Product
             Manager of Merck & Company, Inc.
                from 1991 to 1993. Currently a
              director of Jazz Pharmaceuticals, a
              private biopharmaceutical company
               and the following publicly traded
                 biopharmaceutical companies:
               Critical Therapeutics, Inc., Vanda
               Pharmaceuticals, Inc. and Infinity
                      Pharmaceuticals, Inc.
s consists of directors — Mr. Marsh (Chairman), Dr. Monath and Dr. Tananbaum. Dr. O’Donnell and Mr. Lazarus
Manus (Chairman), Evans and Marsh
  (the “Governance Committee”) consists of Messrs. Evans (Chairman), Marsh and McManus, Dr. Monath and Dr. Tananbaum
d Dr. Tananbaum
                                                                  Corporate Office Properties Trust
                                                                       8815 Centre Park Drive
                                                                               Suite 400
                                                                         Columbia, MD 21045
                                                                            (410) 730-9092
                                                                   http://www.copt.com/index.asp
Public Number Number of
                            Names of                                                                                                                                  N2K Contact      Last
  or       of    Female                   Age/Term/Expiration      Business Background Information                Board Compensation             N2K Contact Name
                            Trustees                                                                                                                                    Number        Updated
Private Trustees Trustees

                                                                 He is the founder and Managing Partner
                                                                 of The Shidler Group; he is a nationally
                                                                    acknowledged expert in real estate,
                                                                 investment and finance, and has over 35        Annual trustee fee is $25,000,
                                                                     years of experience in real estate          the audit chairman receives
                                                               investment and has acquired and managed         $9,000, the compensation and
                                                                    properties involving several billion        investment chairman receive
                                                                dollars in aggregate value; since 1970, he       $6,000, the nominating and
                                                                     has been directly involved in the        corporate governance chairman
                                            60/Trustee since                                                                                     Stephanie Ambrose/
Public    9        0        Jay Shidler                            acquisition and management of over         receives $4,000, the investment                         410-277-2857   2007 Proxy
                                          1997/Expires in 2007                                                                                       Ellen Fish
                                                                1,000 properties in 40 states and Canada;       committee chairman receives
                                                                   he is a founder and Chairman of the          $7,500, and for every board/
                                                                   Board of Directors of First Industrial    committee meeting attended they
                                                                 Realty Trust, Inc; since March 2002, he     receive $1,000. Annual grants of
                                                                    has served as a Director of Primus            options to purchase 5,000
                                                                    Guaranty, Ltd., a Bermuda holding          common shares also available.
                                                                  company of which he is a founder and
                                                               whose subsidiary is a AAA-rated financial
                                                                            products company.
                                     He was Corporate Office Properties Trust
                                          CEO from October 1997 until his
                                      retirement on April 1, 2005; in addition,
                                      he was the President from October 1997
                                       until September 1998; from May 1989
                                       until joining us, he was the Managing
                                        Partner of The Shidler Group‘s Mid-
                                      Atlantic region, where he supervised the
 Clay W.        62/Trustee since
                                      acquisition, management and leasing of
Hamlin, III   1997/Expires in 2007
                                            over four million square feet of
                                      commercial property; he has been active
                                        in the real estate business for over 25
                                     years; he is also a founding shareholder of
                                        First Industrial Realty Trust, Inc.; he
                                        serves as a Director/Trustee of Tract
                                      Manager, Inc. and the National Prostate
                                                   Cancer Coalition.
                                             He is an Executive Vice President,
                                                Corporate Strategy and Retail
                                            Competitive Supply at Constellation
                                                 Energy Group (―CEG‖) with
                                             responsibility for setting corporate
                                                strategy, overseeing corporate
                                              acquisitions and dispositions and
                                            managing governmental affairs and
                                            corporate branding; he assumed this
                                         position in 1999; in addition, since 2002,
                                           he has served as Board Chairman and
                                         managing executive for a number of CEG
                                              affiliates, including Constellation
                                           NewEnergy, BGE Home Products &
                    57/Trustee since         Services and Constellation Energy
Thomas F. Brady
                  2002/Expires in 2009    Source, as well as certain non-regulated
                                         ventures (international power, real estate
                                           and investments); between 1988 and
                                          1998, he held various executive officer
                                           positions at Baltimore Gas & Electric
                                          Company, including Vice President and
                                            Chief Accounting Officer and Vice
                                          President in charge of regulated energy
                                              distribution and customer service
                                                operations; he also serves as a
                                              Trustee/Director of the Maryland
                                            Chamber of Commerce, Villa Julie
                                          College, the Center Club, the Baltimore
                                          Classic Fund and the Advisory Board –
                                          Kinetic Ventures, and Chairman of the
                                               Maryland Public Broadcasting
                                            He served as the CEO and/or President of
                                            Constellation Investments, Inc. from 1988
                                                   and the CEO and President of
                                                Constellation Real Estate, Inc. and
                                             Constellation Health Services, Inc. from
                                             1998 until his retirement in 2003; all of
                                            these entities were wholly-owned indirect
                      55/Trustee since        subsidiaries of CEG; in these roles, he
Steven D. Kesler
                    1998/Expires in 2009     managed a corporate investment entity,
                                                 CEG‘s pension plan and nuclear
                                            decommissioning trust, a portfolio of real
                                              estate assets and a portfolio of assisted
                                             living facilities; he currently serves as a
                                             Director on the board of Atapco, Inc., a
                                                 private real estate and investment
                                                              company.

                                            Mr. Firstenberg is a founding principal of
                                            Stonebridge Associates, Inc., a real estate
                                            development and advisory firm created in
                                               1993, where he focuses on strategic
                                            planning and development projects with a
                                                 primary role in major transaction
                                             negotiation. He has over 25 years of real
  Douglas M.       47/ Director since 2007/     estate investment and development
  Firstenberg           Expires 2010          experience, including construction and
                                              land development of in excess of four
                                              million square feet and more than $1.5
                                               billion in value. Mr. Firstenberg is a
                                             member of the Board of Directors of the
                                              Montgomery College Foundation, the
                                            Duke Club of Washington and the NoMA
                                                  Business Improvement District.
                                        He is Chairman of GSA Management,
                                          LLC and Managing Director of GS
                                        Capital, LP, a venture capital and real
                                         estate partnership that he founded in
                                        1994; in 1971he founded K.S. Sweet
                                           Associates, which developed and
                                       managed over one billion dollars in real
                                       estate assets; from 1957 to 1971 he was
                                      with The Fidelity Mutual Life Insurance
Kenneth S.      75/Trustee since         Company, serving as Executive Vice
Sweet, Jr.    1997/Expires in 2009     President and Chief Investment Officer
                                          from 1965 to 1971; he serves as a
                                        Director, Chairman of the Real Estate
                                      Committee and a member of the Finance
                                      Committee of Main Line Health; he also
                                        serves as Chairman of the Bryn Mawr
                                        Hospital Foundation and of Main Line
                                      Realty, a real estate partnership between
                                      The Lankenau Foundation and Main Line
                                                         Health.


                                         Since 1988, Mr. Wethe has been the
                                       owner and principal officer of Wethe &
                                      Associates, a Dallas-based firm providing
                                      independent risk management, insurance
Kenneth D.   66/ Director since 1990/ and employee benefit services to school
  Wethe           Expires 2009        districts and governmental agencies. Mr.
                                      Wethe has over 27 years of experience in
                                          the group insurance and employee
                                        benefits area. Mr. Wethe is a licensed
                                                        CPA.
                                        Mr. Griffin has been our President and
                                      Chief Operating Officer since September
                                       1998, and on April 1, 2005, he became
                                          our President and Chief Executive
                                       Officer. Mr. Griffin previously served as
                                        President of Constellation Real Estate
                                      Group, Inc. and Constellation Real Estate,
                                         Inc. from June 1993 until September
                                       1998. From 1990 through March 1993,
                                        Mr. Griffin worked as Vice President-
                                             Development for EuroDisney
                                      Development in Paris, France. From 1976
                                       to 1990, Mr. Griffin served for Linclay
                                      Corporation, a St. Louis based real estate
Randall M.   62/ Director since 2005/
                                            development, management and
 Griffin     Expires 2007
                                        investment company, most recently as
                                          Executive Vice President and Chief
                                          Operating Officer. He serves on the
                                        Executive Committee of the Board of
                                       Governors of The National Aquarium in
                                        Baltimore and the National Aquarium
                                      Foundation Board, the National Aquarium
                                       Society Board in Washington, D.C. and
                                           the Center for Aquatic Life and
                                          Conservation Board. He also serves
                                       on the Board of Trustees of the Greater
                                       Washington Initiative and the Board of
                                          Directors of the Maryland Business
                                               Roundtable for Education.
                                                      Mr. Denton joined The Shidler Group in
                                                     1994 and is currently a Managing Partner
                                                     and the resident principal in its New York
                            74/ Director since 1999/
           Robert L. Denton                           office. From 1991 to 1994, Mr. Denton
                            Expires 2007
                                                     was a Managing Director with Providence
                                                     Capital, Inc., an investment-banking firm
                                                                 that he co-founded.

Audit Committee: Kenneth D. Wethe, Chairman, Robert L. Denton, and Steven D. Kesler.
Nominating/Corporate Governance Committee: Jay H. Shidler, Robert L. Denton, Kenneth S. Sweet, Jr.
Investment Committee: Jay H. Shidler, Clay W. Hamlin, III, Steven D. Kesler, Kenneth S. Sweet, Jr., Kenneth D. Wethe, Douglas M. Firstenberg
Compensation Committee: Thomas F. Brady and Kenneth S. Sweet Jr., Douglas M. Firstenberg
                                                                                    OMEGA HEALTHCARE
                                                                                       INVESTORS, INC.
                                                                                 9690 Deereco Road, Suite 100
                                                                                  Timonium, Maryland 21093
                                                                                  www.omegahealthcare.com
                                                                                         (410) 427-1700
                      Number of
Public or Number of                                                                                                                                                                  N2K Contact
                       Female   Names of Directors   Age/Term/Expiration              Background Information                Board Compensation             N2K Contact Name
 Private  Directors                                                                                                                                                                    Number
                      Directors
                                                                               Mr. Franke is a Director and has served
                                                                                in this capacity since March 31, 1992.
                                                                               Mr. Franke is Chairman and a principal
                                                                                owner of Cambridge Partners, Inc., an     For the year ended December
                                                                                   owner, developer and manager of             31, 2006, our standard
                                                                                multifamily housing in Grand Rapids, compensation arrangement for
                                                                              Michigan. He is also a principal owner of        our Board of Directors
                                                     77/ Director since 1992/                                                                             Stephanie Ambrose/ Ellen
 Public      6            0       Thomas F. Franke                             Laurel Healthcare (a private healthcare        provided that each non-                                410-277-2857
                                                          Expires 2009                                                                                              Fish
                                                                               firm operating in the United States) and      employee director would
                                                                                is a principal owner of Abacus Hotels receive a cash payment equal to
                                                                              LTD. (a private hotel firm in the United $20,000 per year, payable in
                                                                              Kingdom). Mr. Franke was a founder and          quarterly installments of
                                                                                   previously a director of Principal      $5,000. Each non-employee
                                                                              Healthcare Finance Limited and Omega           director also is entitled to
                                                                                            Worldwide, Inc.                 receive a quarterly grant of
                                                                                                                         shares of common stock equal
                                                                                                                              to the number of shares
                                                                                                                        determined by dividing the sum
                                                                                                                           of $5,000 by the fair market
                                                                                                                          value of the common stock on
                                                                                                                        the date of each quarterly grant,
                                                                                                                           currently set at February 15,
                                                                                                                              May 15, August 15, and
                                                                                                                        November 15. At the director‘s
                                                                                                                             option, the quarterly cash
                                                                                                                         payment of director‘s fees may
                                                                                                                           be paid in shares of common
                                                                                                                           stock. In addition, each non-
                                                                                                                         employee director is entitled to
                                                                                                                        receive fees equal to $1,500 per
                                                                                                                         meeting for attendance at each
                                                                                                                         regularly scheduled meeting of
                                                                                                                            the Board of Directors. For
                                                                                           receive a cash payment equal to
                                                                                              $20,000 per year, payable in
                                                                                                 quarterly installments of
                                                                                              $5,000. Each non-employee
                                                                                                director also is entitled to
                                                                                               receive a quarterly grant of
                                                 Mr. Korman is Chairman of the Board
                                                                                            shares of common stock equal
                                                   and has served in this capacity since
                                                                                                 to the number of shares
                                                    March 8, 2004. He has served as a
                                                                                           determined by dividing the sum
                                                  director since October 19, 1993. Mr.
                                                                                              of $5,000 by the fair market
                                               Korman has been Chairman of the Board
                                                                                             value of the common stock on
                                                of Trustees of Philadelphia Health Care
                                                                                           the date of each quarterly grant,
                                                 Trust, a private healthcare foundation,
                                                                                              currently set at February 15,
                                                since December 1995. He was formerly
                                                                                                 May 15, August 15, and
                    75/ Director since 1993/     President, Chief Executive Officer and
Bernard J. Korman                                                                          November 15. At the director‘s
                         Expires 2009               Director of MEDIQ Incorporated
                                                                                                option, the quarterly cash
                                                 (OTC:MDDQP) (health care services)
                                                                                            payment of director‘s fees may
                                               from 1977 to 1995. Mr. Korman is also a
                                                                                              be paid in shares of common
                                                     director of the following public
                                                                                              stock. In addition, each non-
                                                   companies: The New America High
                                                                                            employee director is entitled to
                                                    Income Fund, Inc. (NYSE:HYB)
                                                                                           receive fees equal to $1,500 per
                                                 (financial services), Medical Nutrition
                                                                                            meeting for attendance at each
                                                   USA, Inc. (OTC: MDNU.OB), and
                                                                                            regularly scheduled meeting of
                                                NutraMax Products, Inc. (OTC:NUTP)
                                                                                               the Board of Directors. For
                                                  (consumer health care products). Mr.
                                                                                             each teleconference or called
                                                                                           special meeting of the Board of
                                                                                             Directors, each non-employee
                                                                                              director received $1,500 for
                                                                                           meeting. In 2006, the Chairman
                                                                                           of the Board received an annual
                                                                                             payment of $25,000 for being
                                                                                            Chairman and each Committee
                                                                                                Chair received an annual
                                                                                           payment of $5,000. In addition,
                                                                                           we reimbursed the directors for
                                                                                               travel expenses incurred in
                                                                                            connection with their duties as
                                                                                             directors. Employee directors
                                                                                             received no compensation for
                                                                                                   service as directors.
                                                                                               stock. In addition, each non-
                                                                                             employee director is entitled to
                                                                                            receive fees equal to $1,500 per
                                                                                             meeting for attendance at each
                                                                                             regularly scheduled meeting of
                                                                                                the Board of Directors. For
                                                                                              each teleconference or called
                                                 Mr. Kloosterman is a Director and has      special meeting of the Board of
                                               served in this capacity since September 1,     Directors, each non-employee
                                                  1992. Mr. Kloosterman has served as          director received $1,500 for
                                                   President since 1985 of Cambridge        meeting. In 2006, the Chairman
                                                 Partners, Inc., a company he formed in     of the Board received an annual
                                                    1985. He has been involved in the         payment of $25,000 for being
                                                     development and management of           Chairman and each Committee
                                               commercial, apartment and condominium             Chair received an annual
                      65/ Director since 1992/ projects in Grand Rapids and Ann Arbor,      payment of $5,000. In addition,
Harold J. Kloosterman
                           Expires 2008          Michigan and in the Chicago area. Mr.      we reimbursed the directors for
                                                 Kloosterman was formerly a Managing            travel expenses incurred in
                                                Director of Omega Capital from 1986 to       connection with their duties as
                                                     1992. Mr. Kloosterman has been           directors. Employee directors
                                                involved in the acquisition, development      received no compensation for
                                                  and management of commercial and                  service as directors.
                                               multifamily properties since 1978. He has
                                                   also been a senior officer of LaSalle
                                                Partners, Inc. (now Jones Lang LaSalle).
                                             Mr. Pickett is the Chief Executive Officer
                                               of our company and has served in this
                                             capacity since June, 2001. Mr. Pickett is
                                               also a Director and has served in this
                                               capacity since May 30, 2002. Prior to
                                             joining our company, Mr. Pickett served
                                                as the Executive Vice President and
                                               Chief Financial Officer from January
                                              1998 to June 2001 of Integrated Health
                    45/ Director since 2002/      Services, Inc., a public company
C. Taylor Pickett                               specializing in post-acute healthcare
                         Expires 2008
                                               services. He also served as Executive
                                                   Vice President of Mergers and
                                                  Acquisitions from May 1997 to
                                               December 1997 of Integrated Health
                                                 Services. Prior to his roles as Chief
                                               Financial Officer and Executive Vice
                                              President of Mergers and Acquisitions,
                                               Mr. Pickett served as the President of
                                               Symphony Health Services, Inc. from
                                                     January 1996 to May 1997.
                                                 Mr. Lowenthal is a Director and has
                                              served in this capacity since October 17,
                                             1995. From January 1997 to March 2002,
                                               Mr. Lowenthal served as President and
                                                Chief Executive Officer of Wellsford
                                               Real Properties, Inc. (AMEX:WRP) (a
                                                 real estate merchant bank), and was
                                             President of the predecessor of Wellsford
                                                Real Properties, Inc. since 1986. Mr.
                                                Lowenthal also serves as a director of
                                               WRP, REIS, Inc. (a private provider of
                    62/ Director since 1995/
Edward Lowenthal                                  real estate market information and
                         Expires 2010
                                               valuation technology), Ark Restaurants
                                                 (Nasdaq:ARKR) (a publicly traded
                                                 owner and operator of restaurants),
                                                   American Campus Communities
                                             (NYSE:ACC) (a public developer, owner
                                                            and operator of
                                               student housing at the university level),
                                             Desarrolladora Homex (NYSE: HXM) (a
                                               Mexican homebuilder) and serves as a
                                                  trustee of the Manhattan School of
                                                                 Music.

                                             Mr. Plavin is a Director and has served in
                                                this capacity since July 17, 2000. Mr.
                                               Plavin has been Chief Operating Officer
                                             of Capital Trust, Inc., (NYSE:CT) a New
                                                York City-based mortgage real estate
                    47/ Director since 2000/ investment trust (―REIT‖) and investment
Stephen D. Plavin
                         Expires 2010          management company and has served in
                                              this capacity since 1998. In this role, Mr.
                                                  Plavin is responsible for all of the
                                                   lending, investing and portfolio
                                               management activities of Capital Trust,
                                                                  Inc.
Audit Committee: Harold J. Kloosterman, Edward Lowenthal, Stephen D. Plavin (Chair)
Compensation Committee: Thomas F. Franke , Harold J. Kloosterman (Chair), Bernard J. Korman, Edward Lowenthal, Stephen D. Plavin
Investment Committee: Harold J. Kloosterman (Chair), Bernard J. Korman, C. Taylor Pickett
Nominating and Governance Committee: Thomas F. Franke, Harold J. Kloosterman (Chair), Bernard J. Korman, Edward Lowenthal, Stephen D. Plavin
  Last
Updated/
 Source




2007 Proxy
  Report
                      Number of
Public or Number of
                       Female   Names of Directors       Age/Term/Expiration
 Private  Directors
                      Directors




                                                         61/ Director since 1993/
 Public      12           2     Charles A. Bongar, Jr.
                                                              Expires 2006




                                                         58/ Director since 1993/
                                 Nancy L. Gasparovic
                                                              Expires 2006




                                                         64/ Director since 2002/
                                  Frank Lucente, Jr.
                                                              Expires 2006
                     51/ Director since January
Suhas R. Shah, CPA
                        2006/ Expires 2008




                     51/ Director since 1994/
James W. Cornelsen
                          Expires 2007




                     57/ Director since 1992/
Daniel W. Deming
                          Expires 2007




                     69/ Director since 1988/
  James F. Dent
                          Expires 2007
                         57/ Director since 1992/
 John D. Mitchell, Jr.
                              Expires 2007




                         62/ Director since 2007/
   John M. Suit, II
                              Expires 2009




                         64/ Director since 1988/
    Craig E. Clark
                              Expires 2008




                         50/ Director since 1994/
   Gail D. Manuel
                              Expires 2008




                         42/ Director since 2004/
Gregory S. Proctor Jr.
                              Expires 2008




Old Line Bancshares, Inc.‘s Audit Committee members are Craig E. Clark, Daniel W. Deming, John M
Old Line Bancshares Inc.‘s Nominating Committee members are Nancy L. Gasparovic, Craig E. Clark
Old Line Bancshares, Inc.‘s Compensation Committee members are Charles A. Bongar, Craig E. Clar
 OLD LINE BANCSHARES, INC.
     2995 Crain Highway
   Waldorf, Maryland 20601
 www.onlinebank.com (301) 430-
             2500

                                                                                                         N2K Contact
       Background Information                    Board Compensation            N2K Contact Name
                                                                                                           Number
                                              For 2006, each non-employee
  Charles A. Bongar, Jr. is a lawyer with
                                                Director of Old Line Bank,
 the firm of Andrews, Bongar, Starkey &
                                             other than the Chairman of the
  Claggett, P.A. The firm has an office in
                                              Board and the Vice Chairman
Waldorf, Maryland. He has practiced law                                       Stephanie Ambrose/ Ellen
                                             of the Board, received $400 for                             410-277-2857
 since 1972 and specializes in real estate                                              Fish
                                               each attended meeting of the
transactions, estate probate, and personal
                                              Board of Directors, and $200
    injury cases. Mr. Bongar resides in
                                               for each attended meeting of
          LaPlata, Maryland. He
                                             the asset & liability committee,
  Nancy L. Gasparovic is owner and                  the loan/loan review
 operator of Title Professionals, Ltd., a        committee, the real estate
   real estate settlement company in          committee and the nominating
  LaPlata, Maryland. Ms. Gasparovic          committee. Each non-employee
      resides in Issue, Maryland.               Director of Old Line Bank,
                                             other than the Chairman of the
    Frank Lucente, Jr. is Chairman of         Board and the Vice Chairman
 Chesapeake Custom Homes, a Suburban            of the Board, also received
 Maryland residential home builder and       $300 for each attended meeting
   developer, and President of Lucente              of the Compensation
 Enterprises, a land development holding         Committee and the audit
    company. Mr. Lucente resides in          committee. Each non-employee
Tequesta, Florida. He has been a member         Director of Old Line Bank,
  of the Board of Directors of Old Line      other than the Chairman of the
Bank since 2002. In December 2003, the        Board and the Vice Chairman
Board of Directors voted unanimously to        of the Board, also received a
    appoint Mr. Lucente to the newly         $250 quarterly retainer. During
established position of Vice Chairman of        2006, the Chairman of the
the Board of Directors of Old Line Bank.         Board received an annual
 Mr. Lucente also serves in that position     compensation of $30,000 and
      for Old Line Bancshares, Inc.          the Vice Chairman received an
                                                  annual compensation of
  Suhas R. Shah, CPA, is a principal and
       member of Source One Business
    Services, LLC, and has served in that
capacity since 1986 and is a principal and
shareholder of Regan, Russell, Schickner
     & Shah, P.A. and has served in that
       capacity since 1986. Source One
    Business Services, LLC is located in
   Ellicott City, Maryland. The company
      provides cash flow and budgeting
      analysis; computer consulting; tax
         planning and preparation for
    corporations, individuals, estates and
      trusts; litigation support; financial
   forecasts; and merger and acquisitions
  advisory services to a variety of clients.
 Regan, Russell, Schickner & Shah, P.A.
     is a certified public accounting firm
  located in Ellicott City, Maryland. Mr.
 Shah resides in Marriottsville,Maryland.
 James W. Cornelsen is the President and
    Chief Executive Officer of Old Line
 Bancshares, Inc. and Old Line Bank. He
     joined Old Line Bank and became a
     member of its Board of Directors in
    1994. He has 30 years of commercial
 banking experience. Prior to joining Old
  Line Bank, Mr. Cornelsen was a Senior
Vice President at Sequoia National Bank
      and Vice President of Commercial
  Lending at Citizens Bank of Maryland.
      Mr. Cornelsen resides in LaPlata,
                    Maryland.
      Daniel W. Deming is a Director of
  Deming Associates, Inc., in Accokeek,
Maryland. He also serves as a Director of
  Kanawha Roxalana Company, in West
 Virginia and is a Director of Livingston,
    Ltd. All three of these companies are
engaged in various aspects of real estate.
      Mr. Deming resides in Accokeek,
                    Maryland.
James F. Dent is owner and operator of a
  State Farm Insurance Agency that he
    established in 1961. He resides in
LaPlata, Maryland. Mr. Dent is a founder
  of Old Line Bank and has served as a
member of the Board of Directors of Old
          Line Bank since 1988.
               John D. Mitchell, Jr. is President of JCV,
                 Inc. a petroleum equipment company
                located in Hughesville, Maryland. Mr.
                Mitchell resides in LaPlata, Maryland.
                He has been a member of the Board of
                Directors of Old Line Bank since 1992.

                 John M. Suit, II served as Senior Vice
                President for Branch Banking and Trust
                  from 2003 through his retirement in
                 2006. From 1996 until 2003, Mr. Suit
                  served as Chairman of the Board of
               Farmers Bank of Maryland. Mr. Suit also
               served as President, CEO and Director of
                Farmers National Bancorp and Farmers
                 Craig E. Clark is President of Waldorf
                  Carpets, Inc., a wholesale and retail
                flooring company, which he established
                 in 1969. Mr. Clark is a founder of Old
               Line Bank. He has served as Chairman of
               the Board of Directors of Old Line Bank
                since 1994 and of Old Line Bancshares,
               Inc. since its incorporation in April 2003
                and served as a member of the Board of
                Directors of Old Line Bank since 1988.
                 Mr. Clark resides in Lusby, Maryland.

               Gail D. Manuel is owner and Director of
                    Trinity Memorial Gardens and
               Mausoleum in Waldorf, Maryland. She is
                a past Board of Director of the Charles
               County Chamber of Commerce and past
               President of Charles County Zonta Club.
               She resides in Welcome, Maryland. She
                  has been a member of the Board of
               Directors of Old Line Bank since 1994.
                Gregory S. Proctor Jr. is President and
                Chief Executive Officer of G.S. Proctor
               & Associates, Inc., a Maryland registered
                lobbying and consulting firm, which he
               established in 1995. He resides in Upper
                  Marlboro, Maryland. He has been a
               member of the Board of Directors of Old
               Line Bancshares, Inc. and Old Line Bank
                              since 2004.

mmittee members are Craig E. Clark, Daniel W. Deming, John M. Suit, II, John D. Mitchell, Jr. and Suhas R. Shah.
g Committee members are Nancy L. Gasparovic, Craig E. Clark and Gregory S. Proctor, Jr.
 tion Committee members are Charles A. Bongar, Craig E. Clark, James F. Dent and Gail D. Manuel.
  Last
Updated/
 Source




2007 Proxy
  Report
                      Number of
Public or Number of                   Names of
                       Female                          Age/Term/Expiration
 Private  Directors                   Directors
                      Directors




                                                         43/Director since
 Public      5            0        Marc A. Cohen
                                                       1986/Expires in 2006




                                                         65/Director since
                                  William F. Stasior
                                                       1998/Expires in 2006
                     52/Director since
Ronald W. Kaiser
                   2003/Expires in 2007




                     39/Director since
 Alain J. Cohen
                   1986/Expires in 2008




Dr. Steven G.
Finn

                     60/Director since
                   1998/Expires in 2008




Audit Committee: Dr. Finn and Messrs. Kaiser and Stasior
Compensation Committee: Dr. Finn and Mr. Stasior
Governance and Nominations Committee: Dr. Finn and Messrs. Kaiser and Stasior
        OPNET Technologies
7255 Woodmont Avenue, Bethesda, MD
       20814 www.opnet.com
           (240)497-3000


      Business Background Information                    Board Compensation               N2K Contact Name

Marc A. Cohen, one of the Company‘s founders,        On April 27, 2006, the Company
 is 43 years old and has served as the Chairman      increased the annual retainer for
 of the Board since the Company‘s inception in        independent directors who are
  1986 a