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The following is an excerpt from a DEF 14A SEC Filing, filed by MID ATLANTIC MEDICAL SERVICES INC on 3/29/1999.
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MID ATLANTIC MEDICAL SERVICES INC - DEF 14A - 19990329 - SECURITY_OWNERS

PRINCIPAL STOCKHOLDERS

As of February 25, 1999, no persons or groups within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended ("1934 Act"), were known by management to beneficially own more than five percent of the Company's Common Stock except as follows:

Name and Address                                     Number of Shares                   Percent of Outstanding
                                              of Common Stock Common Stock
Crabbe Huson Group, Inc.                             4,925,100       (1)                9.63%
     121 S.W. Morrison, Suite 1400
     Portland, OR  97204

Massachusetts Financial Services Company             4,391,828       (2)                8.59%
MFS Series Trust II - MFS Energy Growth Fund
     500 Boylston Street
     Boston, Massachusetts 02116

SG Cowen Securities Corporation                      4,982,870       (3)                9.74%
     1221 Avenue of the Americas
     New York, NY  10020


Franklin Resources, Inc.                             4,246,400       (4)                8.3%
Charles B. Johnson
Rupert H. Johnson, Jr.
     777 Mariners Island Blvd.
     San Mateo, California 94404
Franklin Mutual Advisors, Inc.
     51 John F. Kennedy Parkway
     Short Hills, New Jersey 07078

(1) Crabbe Huson Group, Inc. reports that it has shared voting power and shared dispositive power with respect to 4,499,200 and 4,925,100 shares, respectively, as an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. This information is based on Amendment No. 1 to Schedule 13G dated February 12, 1999.

(2) Of these shares of Common Stock, 2,359,888 of the shares are beneficially owned by MFS Series Trust II MFS Emerging Growth Fund and 4,391,828 are beneficially owned by Massachusetts Financial Services Company ("MFS") and 2,031,940 shares are beneficially owned by certain other non-reporting entities. This information is based on a schedule 13G dated February 11, 1999.

(3) SG Cowen Securities Corporation reports that it has sole voting and dispositive power with respect to 133,220 shares, shared voting power with respect to 3,814,800 shares, and shared dispositive power with respect to 4,849,650 shares. This information is based on a Schedule 13G dated February 8, 1999.

(4) Franklin Mutual Advisers, Inc. reports that it has sole voting and dispositive power with respect to 4,246,400 shares. Franklin Resources, Inc. reports that it is the parent holding company of Franklin Mutual Advisers, Inc. and Charles B. Johnson and Rupert H. Johnson, Jr. report that they are principal shareholders of Franklin Resources, Inc. This information is based on Amendment 2 to Schedule 13G dated January 27, 1999.

ELECTION OF DIRECTORS

(Proposal 1)

The terms of office of Thomas P. Barbera, Francis C. Bruno, M.D., Stanley M. Dahlman, Ph.D., and James A. Wild expire at the Annual Meeting. Dr. Francis C. Bruno, James A. Wild, John A. Paganelli, Ivan R. Sabel, and Janet L. Norwood have been nominated by the Board of Directors for election to the Board, each to serve for a three-year term. Mr. Thomas Barbera has been nominated by the Board of Directors for election to the Board to serve for a two-year term. The terms of approximately one-third of the Board expire each year at the Annual Meeting. Directors serve until their successors are duly elected and qualified. Following the Annual Meeting, the size of the Board of Directors will be 14 and, if the nominees are elected, there will be no vacancies on the Board.

In connection with the settlement of certain litigation among Francis Bruno, M.D., Stanley Dahlman, Mark D. Groban, M.D., Gretchen Murdza and William M. Mayer, M.D., current directors of the Company, and George T. Jochum, the Company's former Chairman, President and Chief Executive Officer, and the Company, the parties appointed a Transition and Search Committee. This Committee, composed of Dr. Bruno, Mr. Dahlman, John P. Mamana, M.D. and Edward J. Muhl, is to identify and recommend to the Board nominees for election as directors at the Annual Meeting. This Committee identified and proposed Dr. Bruno, Mr. Wild, John A. Paganelli, Ivan R. Sabel and Janet L. Norwood as nominees for director at the Annual Meeting.

Except as stated above, there are no arrangements or understandings between the Company and any person pursuant to which such person has been or will be elected as a director. If any nominee becomes unavailable for election for any reason, or if any other vacancy in the class of directors to be elected at the Annual Meeting should occur before the election, the shares represented by the proxy will be voted by any of the persons serving as proxies for the person designated by the Company's Board of Directors to replace the nominee or to fill such other vacancy on the Board. The Board of Directors has no reason to believe that any of the nominees will be unavailable or that any other such vacancy on the Board will occur. Each nominee has consented to be named and has indicated his or her intent to serve if elected. Except as noted below, there are no family relationships among any director, nominee for director or executive officer of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL

NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names of the six nominees for election as director and of those directors who will continue to serve as such after the Annual Meeting, as well as the executive officers who are not directors. Also set forth is certain other information with respect to each such person's age, the periods during which he or she has served as a director of the Company and positions currently held with the Company and its Subsidiaries.

Name and Age (1)                               Director    Term of    Directorships; Positions with the Company
                                               Since       Office
                                                           Expires
                                                           Annual
                                                           Meeting
Continuing Directors:


John H. Cook III, M.D., 62                       1990        2001(6)  Director of the Company, MLH and PHP-MD.

Raymond H. Cypess, D.V.M., Ph.D., 57             1998        2001     Director of the Company and MLH.

Robert E. Foss, 48                               1998        2001     Director of the Company,  MLH,  HomeCall,  FirstCall,  HPS,
                                                                      HHS and  Surgicenter;  Senior  Executive Vice President and
                                                                      Chief  Financial  Officer of the  Company,  MLH,  Alliance,
                                                                      MAPSI,    MD-IPA,    HomeCall,    FirstCall,    HPS,   HHS,
                                                                      Surgicenter, OCI, OCIPA, OCCI, MIRI, PHP-MD and MIACI.

Mark D. Groban, M.D., 57                         1990        2000(3)  Director  of  the  Company,   MLH,  PHP-MD,  MAPSI,  MIACI,
                                                                      MD-IPA,   Surgicenter,    OCI,   OCCI,   OCIPA,   HomeCall,
                                                                      FirstCall,  HPS,  HHS;  President of Alliance,  MAPSI,  and
                                                                      MIACI;   Chairman  of  the  Company,   MLH,  MAPSI,  MIACI,
                                                                      MD-IPA,   Surgicenter,    OCI,   OCCI,   OCIPA,   HomeCall,
                                                                      FirstCall,  HPS, HHS;  Chief  Executive  Officer of PHP-MD;
                                                                      Executive  Vice  President and Medical  Director of Quality
                                                                      Improvement  of  the  Company,   MLH,  PHP-MD,   FirstCall,
                                                                      HomeCall,  HPS, HHS,  MDIPA,  Surgicenter,  OCI,  OCCI, and
                                                                      OCIPA.

John P. Mamana, M.D., 56                         1997        2000     Director of the Company, MLH and PHP-MD.

William M. Mayer, M.D., 51                       1993        2000(4)  Director of the Company, MLH
                                                                      and PHP-MD.

Edward J. Muhl, 53                               1998        2001     Director of the Company and MLH.

Gretchen P. Murdza, 51                           1997        2000     Director of the Company,  HomeCall,  FirstCall,  HPS,  HHS,
                                                                      and  MLH;   Chief   Executive   Officer  of  FirstCall  and
                                                                      HomeCall; President of HPS and HHS.


Nominees (for a three-year term expiring in 2002):

Francis C. Bruno, M.D., 57                       1986        1999(2)  Director  of the  Company,  MLH  and  PHP-MD;  Chairman  of
                                                                      PHP-MD;Co-Medical Director of HHS.

Janet L. Norwood, 75

John A. Paganelli,  64

Ivan R. Sabel, 53

James A. Wild,  47                                1989        1999(5)  Director of the Company, MLH,
MD-
IPA and Surgicenter.


Nominee (for a two-year term expiring in 2001)

Thomas P. Barbera, 48                             1996        1999     Director  of  the  Company,  MLH,  MIACI,  and  MIRI;  Vice
                                                                       Chairman,   Chief   Executive   Officer,    President   and
                                                                       Executive  Vice  President,  Governmental  Services  of the
                                                                       Company and MLH; Chief  Executive  Officer and President of
                                                                       MIRI,  OCCI, OCI; Chief Executive  Officer of HPS,  MD-IPA,
                                                                       MIACI,  OCIPA,  HHS and MAPSI;  Executive  Vice  President,
                                                                       Governmental  Services  and  Assistant  Secretary  of  HPS,
                                                                       HHS, MIRI, OCCI,  FirstCall,  and HomeCall;  Executive Vice
                                                                       President,  Governmental  Services of the Company,  MD-IPA,
                                                                       OCI, OCIPA, Alliance, and  MAPSI.




Executive  Officers Who Are Not Current  Directors or Nominees or Whose Terms as Director Will Not Continue After the 1999
Shareholders Meeting:


Paul E. Dillon, 47                                                      Director of MD-IPA;  Senior Vice  President,  and Treasurer
                                                                        of  the   Company,   MLH,   Alliance,   MAPSI,   FirstCall,
                                                                        HomeCall,  HPS,  HHS,  Surgicenter,   MD-IPA,  OCI,  OCIPA,
                                                                        OCCI, and PHP-MD.

J. Stevens Dufresne, 43                                                 Director of Alliance,  MAPSI,  PHP-MD,  OCI,  OCCI,  OCIPA,
                                                                        Surgicenter,  MIACI, and MIRI; Chief Executive  Officer and
                                                                        President of  Surgicenter;  President  of OCIPA;  Executive
                                                                        Vice  President,  Provider  Networks of the  Company,  MLH,
                                                                        Alliance,  FirstCall,  HomeCall,  HPS, HHS,  MAPSI,  MDIPA,
                                                                        OCI, OCCI and PHP-MD.

Vera C. Dvorak, M.D., 52                                                Director of PHP-MD,  HomeCall, and FirstCall;  President of
                                                                        PHP-MD;  Executive Vice  President and Medical  Director of
                                                                        the Company,  Alliance,  MAPSI, HomeCall,  FirstCall,  HPS,
                                                                        HHS, MD-IPA, OCI, OCCI, OCIPA and Surgicenter.


Catherine M. Fridell, 41                                                Director of MD-IPA,  OCI, OCCI,  and OCIPA;  Executive Vice
                                                                        President  of Claims and Chief  Operating  Officer of OCIPA
                                                                        and  OCCI;  Executive  Vice  President  of  Claims  of  the
                                                                        Company,  MLH,  Alliance,  FirstCall,  HomeCall,  HPS, HHS,
                                                                        MAPSI, MD-IPA, Surgicenter, OCI, OCCI, OCIPA and PHP-MD.


Susan D. Goff, 53                                                       Director  of  Alliance,  MAPSI,  MD-IPA,  MIACI  and  MIRI;
                                                                        President   of  MD-IPA;   Senior  Vice   President  of  the
                                                                        Company, MLH, OCI, OCIPA and OCCI.

Debbie J. Hulen, 39
                                                                        Director of OCI,OCCI, and OCIPA. Senior Vice President of
                                                                        the Company, MLH, MIRI,OCCI, OCI,and OCIPA.

Christopher E. Mackail, 40                                              Senior Vice  President and  Controller of the Company,  and
                                                                        MLH.



Sharon C. Pavlos, 40                                                    Executive  Vice  President,  General  Counsel and Secretary
                                                                        of   the   Company,   MLH,   Alliance,   MAPSI,   HomeCall,
                                                                        FirstCall,  HPS, HHS,  MD-IPA,  Surgicenter,  MIACI,  MIRI,
                                                                        OCI, OCCI, OCIPA and PHP-MD.

Mary E. Shocklee, 36                                                    Vice  President,   Accounting  Operations,  MLH,  Alliance,
                                                                        MAPSI,  HPS, HHS, MD-IPA,  Surgicenter,  MIACI,  MIRI, OCI,
                                                                        OCCI, OCIPA and PHP-MD.

(1) Signifies age as of December 31, 1998.

(2) Dr. Bruno was not a Director of the Company from April 1991 to April 1992 or from April 1994 to April 1995. (3) Dr. Groban was not a Director of the Company from April 1993 to April 1994. (4) Dr. Mayer was not a Director of the Company from April 1995 to April 1996. (5) Mr. Wild was not a Director of the Company from April 1992 to April 1993. (6) Dr. Cook was not a Director of the Company from April 1993 to April 1995 or from April 1997 to April 1998.

Information concerning the principal occupations or employment of the directors, nominees for director and executive officers of the Company for the past five years and other biographical data are set forth below.

Continuing Directors and Nominees:

Thomas P. Barbera was elected interim President and Chief Executive Officer on January 8, 1999. He was elected Vice Chairman of the Company on May 6, 1996. Mr. Barbera became Executive Vice President of Government Relations and Assistant Secretary for the Company and MLH in May of 1993. From December 1987 until May 1993, Mr. Barbera was a partner at Weinberg and Green, a general practice law firm in Baltimore, Maryland.

Francis C. Bruno, M.D. received a B.S. from Kings College in 1964 and a M.D. from New York Medical College in 1968. He is Board certified in family practice and has practiced medicine since 1972.

John H. Cook III, M.D. is a board certified practitioner of internal medicine. From June 1957 to July 1973, Dr. Cook served in the United States Navy. In 1977, Dr. Cook received an M.D. from Yale University School of Medicine and, in 1957, Dr. Cook received a B.S. from the United States Naval Academy. Dr. Cook has been in private practice since 1980.

Raymond H. Cypess, D.V.M., Ph.D. is President and CEO of American Type Culture Collection, Rockville, Maryland. Dr. Cypess was an Associate Professor of Epidemiology and Microbiology at the University of Pittsburgh School of Public Health from 1970 to 1973, Professor and Chairman at the New York State College of Veterinary Medicine from 1977 to 1987, and Dean of the College of Graduate Health Sciences, as well as Professor of Microbiology, Immunology, and Comparative Medicine, and Vice Provost for Research and Research Training, at the University of Tennessee, Memphis from 1989 to 1993. Dr. Cypess is a fellow of the Infectious Disease Society and a Member of the American Epidemiology Society. Dr. Cypess received a B.S. in biology from Brooklyn College in 1961, a B.Agri. from the University of Illinois in 1965, and a D.V.M. from the University of Illinois in 1967. In 1970, Dr. Cypess received a Ph.D. in Parasitology from the University of North Carolina.

Robert E. Foss was elected Senior Executive Vice President and Chief Financial Officer on January 8, 1999. Mr. Foss joined the Company on July 1, 1994 as its Executive Vice President and Chief Financial Officer. For more than five years prior to July 1, 1994, Mr. Foss was a partner with Ernst & Young LLP's Washington, D.C. office. Ernst & Young LLP has served as the Company's independent public accountants since June 2, 1989 and Mr. Foss was the audit partner on the Company's account. Mr. Foss received a BSBA from the University of Colorado in 1971 and became a CPA in 1972.

Mark D. Groban, M.D. was elected interim Chairman of the Board on January 8, 1999. Dr. Groban is a Board certified psychiatrist who joined the Company full time on December 1, 1990 after being in full time practice since 1973. Dr. Groban served as a consultant from February 1988 to October 1989 for MD-IPA's managed mental health program. He became President of MAPSI in October 1989. In May 1991, he became President of Alliance. In October 1996, Dr. Groban assumed the responsibility for the Quality Improvement Department and was named Executive Vice President and Medical Director of Quality Improvement for the Company.

John P. Mamana, M.D. received his B.A. from Harvard University and his M.D. degree from Boston University School of Medicine. Dr. Mamana is a Director of American Health Properties as well as a member of the Audit and Compensation Committee of that entity. Dr. Mamana is also Chief Executive Officer, Chairman of the Board and a Director of American Health Sciences Inc. Dr. Mamana has practiced internal medicine in Springfield, Virginia since 1974. In 1978, he founded Virginia Medical Associates, P.C., a multi-specialty group practice, and served as the President, Chief Executive Officer, and Chairman of the Board until December 1997. During 1998, Virginia Medical Associates, P.C. declared bankruptcy. Dr. Mamana served as the Chief Executive Officer and Chairman of the Board for Gateway Physicians Services (formerly Virginia Health Partners) and as the Chief Medical Officer of Health Partners, Inc. in Norwalk, Connecticut from 1994 until January 1998. Dr. Mamana has been a Clinical Associate Professor of Medicine at Georgetown University Medical School since 1987. He has served as a member of the Board of Directors of American Health Properties, since May 1997 and as the Chairman and Chief Executive Officer of American Health Sciences, Inc. since January 1998.

William M. Mayer, M.D. received a B.S. from Georgetown University in 1967 and his M.D. degree from New York Medical College in 1971. He completed an internal medicine internship at the Cornell Cooperating Hospitals and completed his Ob-Gyn residency at New York Medical College. Following completion of his residency, he was the chief of Ob-Gyn at Kimbrough Army Hospital, serving as a major in the U.S. Army. Upon completion of his tour of duty, he entered private practice in the field of Ob-Gyn in Columbia, Maryland and has practiced in Columbia since 1977.

Edward J. Muhl is Executive Vice President and Member of the Board of Directors of Peterson Consulting, LLC a business and insurance consulting firm. Mr. Muhl was Superintendent of Insurance for the State of New York from 1995 to 1997. He is a former President of the National Association of Insurance Commissioners, and a previous Commissioner of Insurance for the State of Maryland. From 1991 to 1995, Mr. Muhl was a Senior Vice President of the Reliance Insurance Group. Mr. Muhl received his B.A. in Social Science from the University of Baltimore in 1973.

Gretchen P. Murdza was employed by the Company as the Director of Professional Recruitment in October 1989, became the Senior Director of Professional Recruitment in April 1990, Vice President, Provider Networks in July 1991 and Senior Vice President responsible for the development of Home Health Service on March 9, 1994. In October 1994, she became Chief Executive Officer of HomeCall, Inc. and subsequently President of HomeCall Pharmaceutical Services, Inc. and HomeCall Hospice Services, Inc. She was educated at the College of Notre Dame of Maryland located in Baltimore, Maryland.

Janet L. Norwood is an economist and a Senior Fellow with the Urban Institute since 1991. She served as the Chair of the Advisory Council on Unemployment Compensation from 1993 to 1996. She was appointed by Presidents Carter and Reagan to be the U.S. Commissioner of Labor Statistics from 1979 to 1991. From 1993 to 1996, she was appointed by Presidents Bush and Clinton as Chair, Advisory Council on Unemployment Compensation. Ms. Norwood received a BA from Douglas College, Rutgers University and holds an MA and Ph.D. from the Fletcher School of Law and Diplomacy from Tufts University as well as an LL.D. Honorary from Harvard University and Carnegie Mellon University.

John A. Paganelli was President and Chief Executive Officer of Transamerica Life Insurance Company of New York from 1992 to 1997. Mr. Paganelli holds an AB from Virginia Military Institute. Mr. Paganelli is currently retired.

Ivan R. Sabel has been Chairman and Chief Executive Officer of Hanger Orthopedics Group Inc. (a New York Stock Exchange company that is in the orthotics and prosthetics market) since August 1995. From November 1987 to August 1995, Mr. Sabel was President and Chief Operating Officer of Hanger Orthopedics Group, Inc. He is also a clinical instructor in orthopedics at Georgetown University Medical School since 1969. Mr. Sabel holds a Bachelor of Science in Orthotics and Prosthetics from New York University.

James A. Wild received a B.A. in accounting from Franklin and Marshall College in 1973. He has been Vice President and Director of Waterview Investment Corporation (a holding company whose 100% owned subsidiary, Almag, is a metal finishing company) since February 1988.

Executive Officers:

Paul E. Dillon became the Company's Senior Vice President and Treasurer in April 1994. From January 1994 through April 1994, he served as the Company's Senior Vice President, Quality Assurance and Quality Improvement. From November 1990 through January 1994, he served as the Company's Vice President, Enrollment and Billing; from April 1990 to November 1990, he served as the Company's Senior Director, Enrollment and Billing; and from November 1989 to April 1990, he served as the Company's Director of Enrollment. Mr. Dillon graduated from St. Francis College in Loretto, Pennsylvania in 1973 and received his MBA in International Business and Finance from Pace University in New York City in 1983.

J. Stevens Dufresne was employed by the Company as Senior Vice President of Provider Networks effective February 1989. He became Executive Vice President of Provider Networks for the Company, MLH and PHP-MD in April 1993. From June 1987 to February 1989, he served as Senior Director of Professional Recruitment. Mr. Dufresne graduated from Florida Southern College in 1977 and received his Masters of Health Services Administration from George Washington University in 1982.

Vera C. Dvorak, M.D. joined the Company in August 1994 as an Associate Medical Director. She became Senior Vice President and Medical Director of the Company, MLH, PHP-MD, HomeCall, FirstCall and HPS in April 1996. In November 1996, Dr. Dvorak was promoted to Executive Vice President and Medical Director of the Company. Dr. Dvorak is Board certified in Internal Medicine and Geriatrics. She was recertified by the American Board of Internal Medicine in 1987 and 1993. Dr. Dvorak was a practicing physician for 18 years (1976-1994); the last 6 years she served as Chief of Department of Internal Medicine of Kaiser Permanente. Dr. Dvorak received her M.D. degree from Charles University in Prague, Czechoslovakia and trained in internal medicine and infectious diseases at the University of Oklahoma and the University of Pennsylvania.

Catherine M. Fridell (formerly Tyser) joined the Company in February 1992 as Senior Supervisor in Claims Production. Subsequently, Ms. Fridell has held the following positions within the Claims Department: Manager beginning September 1992, Director beginning November 1993, Senior Director beginning November 1994, Vice President beginning March 1995, Senior Vice President beginning July 1995 when she also assumed the additional responsibilities of managing the Alliance PPO Claims Department. In November 1996, Ms. Fridell was promoted to Executive Vice President assuming responsibility for Operations in North Carolina and Pennsylvania. Prior to joining the Company, Ms. Fridell worked at NationsBank for 15 years holding various positions within the Consumer Credit Division. Her last position held was Assistant Vice President, Consumer Credit Automation Manager responsible for the functioning of an automated loan processing system and related support personnel for the Metropolitan Washington Consumer Credit Division.

Susan D. Goff was employed by Alliance and MAPSI as Vice President on August 1, 1989, became Executive Vice President of MD-IPA on April 26, 1993, responsible for large group sales activities in all states and President of MD-IPA on November 15, 1993. Ms. Goff graduated from the University of California at Los Angeles in 1967 with a B.S. in Nursing and received a Masters of Science in Administration with a concentration in Health Care from Central Michigan University in 1989. Ms. Goff is a director of Sandy Spring National Bank.

Debbie J. Hulen joined the Company in August 1993 as a Regional Director of Sales for OCI. Ms. Hulen was promoted to Senior Director in July 1995 and became a Senior Vice President in charge of sales for OCI and MLH effective September 1997. Ms. Hulen is currently responsible for all small group sales activities in Maryland, Northern Virginia, Delaware, Pennsylvania, and the District of Columbia. Prior to joining the Company, Ms. Hulen worked at Esprit de Corps for ten years, leaving with a final title of Regional Director of Sales.

Christopher E. Mackail joined the Company in October 1996 as the Vice President of Finance. He became Senior Vice President and Controller on January 25, 1999. Prior to joining the Company, Mr. Mackail was a Senior Manager with Ernst & Young LLP's Washington, D.C. office. Ernst & Young LLP has served as the Company's independent public accountants since June 2, 1989 and Mr. Mackail was the audit Senior Manager on the Company's account. Mr. Mackail graduated from the University of Richmond in 1981 with a B.S. in accounting and became a CPA in 1983.

Sharon C. Pavlos was elected Executive Vice President and General Counsel of the Company on January 15, 1999. Ms. Pavlos became Senior Vice President, General Counsel and Secretary of the Company effective September 8, 1998. Before joining the Company, Ms. Pavlos was the Vice President, Regulatory Affairs & Network Development for United HealthCare of the Mid-Atlantic, Inc. since May 1996. Prior to her position with United HealthCare of the Mid-Atlantic, Inc., Ms. Pavlos was the Vice President, General Counsel of Chesapeake Health Plan, Inc. since February 1994. From March 1994 to May 1996, Ms. Pavlos also served as the Vice President, Legal Affairs of HealthWise of America, Inc. Ms. Pavlos received her B.A. summa cum laude from the University of Maryland in 1980 and her J.D. from Georgetown University in 1983.

Mary E. Shocklee is Vice President of Accounting Operations. She was the Controller of the Company from January 1993 to January 1999. She became a Vice President of the Company effective April 1996. From September 1988 to January 1993, Ms. Shocklee managed the Accounting Department of the Company and served as the Director of Accounting since September 1990. Ms. Shocklee graduated magna cum laude from Georgetown University with a BS/BA degree in Accounting in 1983 and became a CPA in 1985.

Board Meetings and Committees

The Company's Board of Directors met 6 times in fiscal 1998. The standing committees of the Board include the Executive Committee, the Finance Committee, the Audit Committee, the Stock Option Committee, the Compensation Committee, the Employment Practices Committee, and the Select Committee. During fiscal 1998, the Executive Committee held 6 meetings, the Finance Committee held 1 meeting, the Audit Committee held 3 meetings, the Stock Option Committee held 3 meetings, the Compensation Committee held 4 meetings, the Employment Practices Committee held 5 meetings and the Select Committee held 3 meetings. The Board does not have a standing Nominating Committee.

All Directors attended at least 75 percent of the aggregate of the total number of meetings of the Company's Board of Directors and the total number of meetings held by all committees on which they served.

The Executive Committee of the Board of Directors has general oversight functions relating to the operation of the Company and its Subsidiaries and functions as the Company's Board when the Company's Board is not in session, with all powers of the Company's Board, except those of removing or nominating Directors, filling vacancies on the Board of Directors, and as otherwise limited by the Delaware General Corporation Law. Its members are Mark D. Groban, M.D. (Interim Chairman), Thomas P. Barbera, Francis C. Bruno, M.D., John H. Cook, III, M.D. and James A. Wild.

The Finance Committee of the Company oversees the projections and assumptions of the Company in preparing its financial goals each year. The Audit Committee interfaces with the Company's independent public accountants to determine if the financial accounting practices of the Company are in compliance with generally accepted accounting principles. The Finance Committee's members are James A. Wild (Chairman), Raymond H. Cypess, D.V.M., Ph.D., Robert E. Foss, Mark D. Groban, M.D., and John P. Mamana, M.D. The Audit Committee's members are James A. Wild (Chairman), Stanley M. Dahlman, Ph.D., and Edward J. Muhl.

The Stock Option Committee grants options under and otherwise implements the 1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996 and 1998 Non-Qualified Stock Option Plans. The members of the Stock Option Committee are James A. Wild (Chairman), Stanley M. Dahlman, Ph.D. and Edward J. Muhl.

The Select Committee grants options in the 1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996, and 1998 Non-Qualified Stock Option Plans for employees below Vice President (Level 17). The Select Committee was formed in 1998. It has authority to grant options to officers and key employees who are not "covered employees" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code"), and who are not subject to Section 16 of the 1934 Act. If there is a conflict between the Select Committee and the Stock Option Committee, the determination of the Stock Option Committee will control. The members of the Select Committee are Thomas P. Barbera and Mark D. Groban, M.D.

The Compensation Committee oversees the development and implementation of the Company's compensation program for executive officers, the Chairman and the President and Chief Executive Officer. Its members are James A. Wild (Chairman), Stanley M. Dahlman, PhD. and Edward J. Muhl.

The Employment Practices Committee oversees the Company's maintenance of equal opportunity for all employees regardless of race, national origin, religion, gender, physical disability, sexual orientation, or age. The members of the Employment Practices Committee are James A. Wild (Chairman), Stanley M. Dahlman, Ph.D., Gretchen P. Murdza, and William M. Mayer, M.D.

In January 1999 the Board established the Transition and Search Committee to (1) propose 1999 Board nominees and (2) recommend individuals for the positions of Chairman, Chief Executive Officer and President.

Section 16(a) Beneficial Ownership Reporting Compliance

Thomas P. Barbera, Paul E. Dillon, J. Stevens Dufresne, Vera C. Dvorak, M.D., Robert E. Foss, Susan D. Goff, Mark D. Groban, M.D., Joseph L. Guarriello, Debbie J. Hulen, Gretchen P. Murdza and Alfred Talamantes failed to file on a timely basis one Form 4 Report, Statement of Changes in Beneficial Ownership, reporting one transaction as required by Section 16(a) of the 1934 Act. Raymond
H. Cypess and Mary E. Shocklee failed to timely file two such forms each reporting one transaction, and George T. Jochum failed to timely file one such form reporting 4 transactions. Dr. Mamana failed to timely file 3 such forms reporting three transactions. All of the aforementioned forms have subsequently been filed.

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