##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 1
TO ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from          to
 Commission File Number 0-21074
 SUPERCONDUCTOR TECHNOLOGIES INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    77-0158076(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 460 Ward Drive, Santa Barbara, California 93111-2310  (Address of principal executive offices) (Zip Code)  Registrants telephone number, including area code:
(805) 690-4500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



SUPERCONDUCTOR TECHNOLOGIES INC.
 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT
Year Ended December 31, 2006
  
 TABLE OF CONTENTS
 PageEXPLANATORY NOTE
    
    
    1PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    4Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    14Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    14Item 14. Principal Accountant Fees and Services
    
    
    15
  
 EXPLANATORY NOTE
    
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  1




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##### Table of Contents



Name
    
    Age
    
    Principal OccupationJohn D. Lockton(1)(3)(5)
    
    
    69
    
    
    Chairman of the Board of the Company, Managing
Director of IPWireless, Inc.David W. Vellequette(1)(3)(5)
    
    
    51
    
    
    Chief Financial Officer, JDS Uniphase, Inc.Dennis J. Horowitz(1)(2)(5)
    
    
    60
    
    
    Chairman, President, Chief Executive Officer
and Director of Wolverine Tube, Inc.Martin A. Kaplan(2)(3)(5)
    
    
    69
    
    
    Chairman of the Board of JDS Uniphase, Inc.,
retired Executive Vice President Pacific
Telesis GroupLynn J. Davis(1)(2)(4)(5)
    
    
    60
    
    
    President, Chief Operating Officer of August
TechnologyAdam Shelton
    
    
    41
    
    
    Vice President Product Management and MarketingJeffrey A. Quiram(4)(5)
    
    
    46
    
    
    President, Chief Executive Officer and DirectorWilliam J. Buchanan
    
    
    58
    
    
    Controller, Chief Accounting OfficerRobert B. Hammond, Ph.D.
    
    
    59
    
    
    Senior Vice President, Chief Technical OfficerRobert L. Johnson
    
    
    56
    
    
    Senior Vice President, OperationsTerry A. White
    
    
    55
    
    
    Vice President, Worldwide Sales
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of Governance & Nominating Committee.(4)
    
    Member of Stock Option Committee.(5)
    
    Member of Executive Committee. John Lockton
 David W. Vellequette
 2




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##### Table of Contents



Dennis J. Horowitz
 Martin A. Kaplan
 Lynn J. Davis
 Adam Shelton
 Jeffrey A. Quiram
 William J. Buchanan
 Robert B. Hammond, Ph.D
 3




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##### Table of Contents



Robert L. Johnson
 Terry A. White
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Audit Committee
  
 ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Overview of Compensation Program
  4




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##### Table of Contents



Compensation Philosophy and Objectives
    2006 Executive Compensation Components
  
    
    base salary;
    
    annual bonuses;
    
    long-term equity incentive compensation;
    
    retirement benefits; and
    
    perquisites and other personal benefits.
 Base Salary.
  Annual Bonuses.
 5




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##### Table of Contents



Long-term equity incentive compensation.
  Retirement and Other Benefits.
 Perquisites and Other Personal Benefits.
 Tax and Accounting Implications
   Change of Control Payments
  Role of Executive Officers in Compensation Decisions
 6




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  COMPENSATION COMMITTEE REPORT
  
 PRINCIPAL COMPENSATION AGREEMENTS AND PLANS
 Employment Agreements
 Jeffrey A. Quiram.
 
    
    Appointment as President, Chief Executive Officer and a member of our Board;
    
    A base salary of $315,000 per year (based on performance, in 2005, the Compensation
Committee increased his base salary by 5.0% from $300,000 to $315,000 for 2006);
    
    A bonus of up to 100% of his base salary based upon achievement of annual
performance goals to be developed by the Compensation Committee and Mr. Quiram;
    
    A stock option for 120,000 shares of stock granted in connection with the signing of
the employment agreement;
    
    A stock option for an additional 120,000 shares of stock which was granted after
shareholder approval at the 2005 annual meeting of an increase in the shares authorized
for grants under the 2003 Equity Incentive Plan;
    
    Accelerated vesting of all his outstanding equity grants in the event of an
Involuntary Termination or Change in Control (as defined in the employment agreement);
    
    A severance payment equal to one years salary and continued benefits for one year
in the event of involuntary termination;
    
    Payment or reimbursement of travel expenses from his present home in Minnesota and
the lease of an apartment for Mr. Quiram near the Companys Santa Barbara headquarters.
The Company is also obligated to make a special indemnity payment for any taxes
resulting from the payment or reimbursement of such expenses;
    
    Lease of an automobile; and
 7




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##### Table of Contents




    
    (a) if Mr. Quiram is a specified employee as defined in IRC Section 409A at the
time of termination in the event of a change in control, all severance payments due
under the agreement will be paid, and all insurance coverage due will commence, on the
183rd day after the date of Mr. Quirams termination; and (b) the employment
agreement will be otherwise interpreted in accordance with Section 409A of the Internal
Revenue Code and related treasury regulations.
 Terry A. White.
 
    
    Appointment as Vice President Worldwide Sales;
    
    A base salary of $220,000 per year;
    
    An annual sales bonus;
    
    A stock option for 100,000 shares of stock which was granted after shareholder approval at the 2005
annual meeting of an increase in the shares authorized for grants under the 2003 Equity Incentive
Plan;
    
    A severance payment equal to six months salary and continued benefits for six months in the event
of involuntary termination; and
    
    Accelerated vesting of his stock options in the event of an Involuntary Termination or a Change of
Control (both as defined in the Employment Agreement).(a) if Mr. White is a specified employee as
defined in IRC Section 409A at the time of termination in the event of a change in control, all
severance payments due under the agreement will be paid, and all insurance coverage due will
commence, on the 183rd day after the date of Mr. Whites termination; and (b) the
agreement will be otherwise interpreted in accordance with Section 409A of the Internal Revenue
Code and related treasury regulations.
  Net Commercial
    
    Bonus FormulaProduct Sales (% of Plan)
    
    (Percentage of Base Salary)Less than 70%
    
    0%70% to 100%
    
    10% to 30% (linear scale)Over 100%
    
    2.0% of the amount by which net commercial product sales exceed plan
  Change of Control Agreements
   8




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##### Table of Contents



Stock Option Plans
 Management Incentive Plan
  Predecessor Plans
  SUMMARY COMPENSATION TABLE
  9




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##### Table of Contents



(e)
    
    (f)
    
    (i)(a)
    
    
    
    
    
    (c)
    
    (d)
    
    Stock
    
    Option
    
    All Other
    
    (j)Name and
    
    (b)
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)Jeffrey A. Quiram
    
    
    2006
    
    
    
    310,961
    
    
    
    
    
    
    
    31,313
    
    
    
    
    
    
    
    135,326
    
    
    
    477,600Director, President, Chief
    
    
    2005
    
    
    
    251,538
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,985
    
    
    
    351,523Executive OfficerMartin S. McDermut
    
    
    2006
    
    
    
    75,176
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    75,672Senior Vice President
    
    
    2005
    
    
    
    222,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    690
    
    
    
    222,690Former Chief Financial Officer
    
    
    2004
    
    
    
    214,363
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    690
    
    
    
    215,053(Principal Financial Officer
until March 13, 2006William J. Buchanan
    
    
    2006
    
    
    
    188,026
    
    
    
    
    
    
    
    6,263
    
    
    
    
    
    
    
    9,945
    
    
    
    204,234Controller and Acting Chief
Financial Officer (Principal
Financial Officer effective March
13, 2006)Robert L Johnson
    
    
    2006
    
    
    
    227,244
    
    
    
    
    
    
    
    12,525
    
    
    
    
    
    
    
    1,290
    
    
    
    241,059Senior Vice President, Operations
    
    
    2005
    
    
    
    214,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,290
    
    
    
    215,2902004
    
    
    
    206,611
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    690
    
    
    
    207,301Robert B. Hammond
    
    
    2006
    
    
    
    244,087
    
    
    
    
    
    
    
    12,525
    
    
    
    
    
    
    
    1,290
    
    
    
    257,902Senior Vice President,
    
    
    2005
    
    
    
    238,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,290
    
    
    
    239,290Chief Technical Officer
    
    
    2004
    
    
    
    229,706
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    690
    
    
    
    230,396Adam Shelton
    
    
    2006
    
    
    
    170,440
    
    
    
    75,000
    
    
    
    4,697
    
    
    
    28,687
    
    
    
    39,745
    
    
    
    318,569Vice President
Product Management and Marketing
 
 (1)
    
    The amounts in column (f) reflect the dollar amount recognized
for financial statement reporting purposes for the year ended
December 31, 2006, in accordance with FAS 123(R) of awards of
options to purchase the following numbers of shares of our
Common Stock, as follows: for Mr. Shelton, 55,000 shares.
Assumptions used in the calculation of these amounts are
included in footnote 7 to our audited financial statements for
the year ended December 31, 2006 included in our Annual Report
on Form 10-K filed with the SEC on April 2, 2007.(2)
    
    The amount shown in column (i) reflects the value attributable
to term life insurance premiums for each named executive
officer as well as other perquisites described below. Each
named executive officer is responsible for paying income tax
on such amounts. The aggregate dollar amount of perquisites
or other personal benefits for our named executive officers is
less than $10,000 for each named executive officer, except
with respect to Messrs. Quiram and Shelton. Pursuant to the
terms of their employment agreements, Mr. Quiram received
$134,876 for travel expenses from his home in Minnesota, the
lease of an apartment near the Companys Santa Barbara
headquarters, the lease of an automobile, and special
indemnity payments to cover the taxes resulting from the
payment or reimbursement of such travel and housing expenses
and Mr. Shelton received $39,416 for travel expenses for
travel from his home in California to the Companys
headquarters.(3)
    
    The amounts in column (e) reflect the following restricted
stock awards: Mr. Quiram, 100,000 shares; Mr. Buchanan, 20,000
shares; Mr. Johnson 40,000 shares; Mr. Hammond, 40,000 shares;
Mr. Shelton 15,000 shares. We used the value recognized for
financial statement reporting purposes in accordance with FAS
123(R), under the assumptions included in footnote 14 to our
audited financial statements for the year ended December 31,
2006 included in our Annual Report to Stockholders.(4)
    
    Mr. Buchanan became our Principal Financial Officer on March
13, 2006, but his compensation for the full year is included.
The numbers also reflect partial years in the case of Messrs.
Quiram (2005), McDermut (2006) and Shelton (2006).  10




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##### Table of Contents



GRANTS OF PLAN BASED AWARDS
 All Other
    
    All OtherStock
    
    OptionAwards:
    
    Awards:Number
    
    Number of
    
    Exercise orof Shares
    
    Securities
    
    Base Price ofof Stock
    
    Underlying
    
    Option
    
    Grant Date Fair Value of StockName
    
    Grant Date
    
    or Units (#)
    
    Options (#)
    
    Awards ($/Sh)
    
    and Option Awards ($)(a)
    
    (b)
    
    (i)
    
    (j)
    
    (k)
    
    (l)Jeffrey A Quiram
    
    
    7/28/2006
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    150,000William J Buchanan
    
    
    7/28/2006
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    30,000Robert L Johnson
    
    
    7/28/2006
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    60,000Robert B Hammond
    
    
    7/28/2006
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    60,000Adam L Shelton
    
    
    4/24/2006
    
    
    
    
    
    
    
    55,000
    
    
    
    4.03
    
    
    
    152,9987/28/2006
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    22,500
 
 The Stock Awards vest in a single installment on the second anniversary of the grant
date in July 2008. The Stock Options vest over four years: 25% after one year and
ratably, monthly, for the remaining three years. 11




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MarketSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares orUnexercised
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units ofOptions (#)
    
    
    Options (#)
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Stock ThatExercisable
    
    
    Unexercisable
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have NotName
    
    (1)
    
    
    (2)
    
    
    Price ($)
    
    
    Date
    
    
    Vested (2)
    
    
    Vested ($)(a)
    
    (b)
    
    
    (c)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)Jeffrey A Quiram120,000
    
    
    
    
    
    
    
    10.40
    
    
    
    2/14/2015120,000
    
    
    
    
    
    
    
    6.90
    
    
    
    5/25/2015100,000
    
    
    
    177,000William J Buchanan
    
    
    42
    
    
    
    
    
    
    
    30.00
    
    
    
    2/4/200835
    
    
    
    
    
    
    
    40.00
    
    
    
    2/4/2009112
    
    
    
    
    
    
    
    28.75
    
    
    
    6/2/2009125
    
    
    
    
    
    
    
    89.06
    
    
    
    1/25/20102,000
    
    
    
    
    
    
    
    356.25
    
    
    
    6/14/2010235
    
    
    
    
    
    
    
    79.37
    
    
    
    2/8/2011528
    
    
    
    
    
    
    
    52.25
    
    
    
    1/23/2012528
    
    
    
    
    
    
    
    10.40
    
    
    
    2/4/20132,500
    
    
    
    
    
    
    
    30.50
    
    
    
    5/22/2013810
    
    
    
    
    
    
    
    66.40
    
    
    
    1/27/20041,250
    
    
    
    
    
    
    
    10.00
    
    
    
    9/27/201420,000
    
    
    
    35,400Robert L Johnson5,999
    
    
    
    
    
    
    
    280.00
    
    
    
    4/10/20102,000
    
    
    
    
    
    
    
    211.80
    
    
    
    8/25/20101,999
    
    
    
    
    
    
    
    113.75
    
    
    
    11/7/2010835
    
    
    
    
    
    
    
    79.37
    
    
    
    2/8/20113,000
    
    
    
    
    
    
    
    52.00
    
    
    
    5/16/20116,600
    
    
    
    
    
    
    
    52.25
    
    
    
    1/23/20126,600
    
    
    
    
    
    
    
    10.40
    
    
    
    2/4/201320,000
    
    
    
    
    
    
    
    30.50
    
    
    
    5/22/201312,000
    
    
    
    
    
    
    
    66.40
    
    
    
    1/27/201414,999
    
    
    
    
    
    
    
    10.00
    
    
    
    9/27/201440,000
    
    
    
    70,800Robert B Hammond
    
    
    125
    
    
    
    
    
    
    
    40.00
    
    
    
    1/28/200721
    
    
    
    
    
    
    
    32.50
    
    
    
    5/20/2007542
    
    
    
    
    
    
    
    23.13
    
    
    
    12/15/2007992
    
    
    
    
    
    
    
    38.75
    
    
    
    12/10/20082,000
    
    
    
    
    
    
    
    89.06
    
    
    
    1/25/20101,999
    
    
    
    
    
    
    
    113.75
    
    
    
    11/7/2010365
    
    
    
    
    
    
    
    79.37
    
    
    
    2/8/20115,775
    
    
    
    
    
    
    
    52.25
    
    
    
    1/23/20124,375
    
    
    
    
    
    
    
    10.40
    
    
    
    2/4/201315,000
    
    
    
    
    
    
    
    30.50
    
    
    
    5/22/20138,500
    
    
    
    
    
    
    
    66.40
    
    
    
    1/27/20149,750
    
    
    
    
    
    
    
    10.00
    
    
    
    9/27/201440,000
    
    
    
    70,800Adam L Shelton
    
    
    
    
    
    
    55,000
    
    
    
    4.03
    
    
    
    4/24/201615,000
    
    
    
    26,600
 
 (1)
    
    These options are fully vested.(2)
    
    We granted a total of 55,000 shares subject to options to one employee
in 2006. This number includes options granted to employee directors,
but excludes options granted to non-employee directors and
consultants. These options will fully vest in four years; 25% after
one year and ratably, monthly, for the remaining three years. Option Exercises and Stock Vested
  12




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##### Table of Contents



Potential Payments Upon Termination or Change of Control
  Payments Made Upon Termination
  
    
    Any unpaid base salary from the date of the last payroll to the date of termination;
    
    Any unpaid annual bonus for a previously completed year, unless specified otherwise;
    
    Reimbursement for any properly incurred unreimbursed business expenses; and
    
    unpaid, accrued and unused personal time off through the date of termination;
  
    
    any existing rights to indemnification for prior acts through the date of termination; and
    
    Any stock options awarded pursuant to our 2006 Plan to the extent provided in that Plan
and the grant or award.
 Payments Made Upon Termination
 Payments Made Upon Termination by Us Without Cause or by the Officer for Good Reason.
 Payments on Termination following a Change of Control
  Payments Made Upon Death or Disability.
 13




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  Name and Address (3)
    
    Number of Shares(2)
    
    
    Percentage OwnershipKopp Investment Advisors, LLC
    
    
    1,732,522
    (1)
    
    
    14
    %7701 France Avenue South, #500
Edina, MN 55435Jeffrey A. Quiram
    
    
    240,000
    
    
    
    2
    %Adam Shelton
    
    
    22,032
    
    
    
    *Robert L. Johnson
    
    
    81,532
    
    
    
    *Robert B. Hammond
    
    
    49,296
    
    
    
    *Dennis J. Horowitz
    
    
    24,647
    
    
    
    *John D. Lockton
    
    
    25,697
    
    
    
    *Martin A. Kaplan
    
    
    16,430
    
    
    
    *Dave W. Vellequette
    
    
    
    
    
    
    *Lynn J. Davis
    
    
    1,975
    
    
    
    *William Buchanan
    
    
    8,163
    
    
    
    *All executive officers and directors as a group (11 persons)
    
    
    569,772
    
    
    
    5
    %
 
 *
    
    Less than one percent.(1)
    
    Based on information reported in a
Schedule 13G filed by Kopp Investment
Advisors, LLC, on behalf of Kopp
Investment Advisors, LLC, Kopp Holding
Company, LLC, Kopp Holding Company and
Leroy C. Kopp. Kopp Investment Advisers is
an investment adviser registered under the
Investment Advisers Act of 1940. It is
wholly-owned by Kopp Holding Company, LLC
which is controlled by Mr. Kopp through
Kopp Holding Company. Of the 1,732,522
shares, 1,069,022 shares are held in a
fiduciary or representative capacity.
Accordingly, persons other than the listed
persons have the right to receive, or the
power to direct the receipt of, dividends
from, or the proceeds from the sale of,
such sales. No person individually has an
interest that relates to more than five
percent of the Companys common stock.(2)
    
    Includes shares issuable upon the exercise
of stock options that are exercisable
within 60 days of April 21, 2007 as follows:
Mr. Quiram, 240,000 shares; Mr. Johnson,
74,032 shares; Mr. Hammond, 49,296 shares;
Mr. Horowitz, 24,647 shares; Mr. Lockton,
25,697 shares; Mr. Kaplan, 13,510 shares;
Mr. Davis, 1,975 shares; Mr. Buchanan,
8,163 shares; Mr. Shelton, 16,042 shares;
and all executive officers and directors
as a group, 552,952 shares.(3)
    
    The address of each of the executive
officers and directors is 460 Ward Drive,
Santa Barbara, Ca 93111-2310. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 www.suptech.com
 Transactions with Mr. Shalvoy
  14




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##### Table of Contents



Director Independence
  
 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
   Year Ended December 31,2006
    
    
    2005Audit Fees(1)
    
    $
    300,293
    
    
    $
    521,450Audit-related fees(2)
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    12,630
    
    
    
    4,685Total
    
    $
    312,923
    
    
    $
    526,135
 
 (1)
    
    Included fees for professional services rendered for the audit of our annual financial statements and
review of our annual report on Form 10-K and for reviews of the financial statements included in our
quarterly reports on Form 10-Q for the first three quarters of the years ended December 31, 2006 and
2005. Includes $60,000 of fees in the year ended December 31, 2005 in connection with SEC registration
statements.(2)
    
    Includes fees for professional services rendered in connection with our evaluation of internal controls. 15




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##### Table of Contents



Table of Contents
 
 SIGNATURES
  SUPERCONDUCTOR TECHNOLOGIES INC.By:
    /s/  Jeffrey A. QuiramJeffrey A. QuiramPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Jeffrey A. Quiram

Jeffrey A. Quiram
    
    President, Chief Executive
Officer and Director
(Principal Executive Officer)
    
    April 27,2007/s/ William J. Buchanan

William J. Buchanan
    
    Controller (Principal
Accounting Officer)
(Principal Financial Officer)
    
    April 27,2007/s/ David W. Vellequette

David W. Vellequette
    
    Director
    
    April 27,2007/s/ Lynn J. Davis

Lynn J. Davis
    
    Director
    
    April 27,2007/s/ Dennis J. Horowitz

Dennis J. Horowitz
    
    Director
    
    April 27,2007/s/ Martin A. Kaplan

Martin A. Kaplan
    
    Director
    
    April 27,2007/s/ John D. Lockton

John D. Lockton
    
    Chairman
of the Board
    
    April 27,2007
 16