##### Table of Contents





SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-KSB





Annual report under Section 13 or 15(d) of the

Securities Exchange Act
of 1934

For the fiscal year ended DECEMBER 31, 2007

Commission File No.: 0-22961





ANNAPOLIS BANCORP, INC.

(Name of small business issuer in its charter)





|                                                               |  |                           
|-------------------------------------------------------------- |  | --------------------------
|MARYLAND                                                       |  | 52-1595772                
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer I.D. No.)



|                                                  |  |           
|------------------------------------------------- |  | ----------
|1000 Bestgate Road, Suite 400 ANNAPOLIS, MARYLAND |  | 21401     
|(Address of principal executive offices)          |  | (Zip Code)

Issuers telephone number: (410) 224-4455





Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

Securities registered pursuant to Section 12(g) of the Exchange Act:

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of class)





Check whether the issuer is not required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act.   ̈

Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days.    Yes:  x    No:   ̈

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form and no disclosure will be contained, to the best
of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes:   ̈    No  x

Issuers revenues for its fiscal year ended
December 31, 2007 were $24,295,622.

The aggregate market value of the common stock held by non-affiliates of the registrant, i.e., persons other than
directors and executive officers of the registrant is $14,518,006 and is based upon the last sales price as quoted on The NASDAQ Stock Market for March 1, 2008.

The Registrant had 4,015,254 shares of Common Stock outstanding as of March 1, 2008.



DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF
THE ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 ARE INCORPORATED BY REFERENCE INTO PART I AND PART II OF THIS FORM 10-KSB.

PORTIONS OF THE PROXY STATEMENT FOR THE 2008 ANNUAL MEETING OF STOCKHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THIS FORM 10-KSB.

Transitional Small Business Disclosure Format:    Yes:   ̈    No  x









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INDEX



|           |  |             |  |                                                                                                                 |  |      
|---------- |  | ----------- |  | --------------------------------------------------------------------------------------------------------------- |  | -----
|           |  | PAGE       
|PART I     |  |             |  |                                                                                                                 |  |      
|           |  |             | 
|           |  | Item 1.     |  | Description of Business                                                                                         |  | 3    
|           |  |             | 
|           |  | Item 2.     |  | Description of Property                                                                                         |  | 3    
|           |  |             | 
|           |  | Item 3.     |  | Legal Proceedings                                                                                               |  | 3    
|           |  |             | 
|           |  | Item 4.     |  | Submission of Matters to a Vote of Security Holders                                                             |  | 3    
|           |  |             | 
|PART II    |  |             |  |                                                                                                                 |  |      
|           |  |             | 
|           |  | Item 5.     |  | Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities                 |  | 3  4
|           |  |             | 
|           |  | Item 6.     |  | Managements Discussion and Analysis                                                                            |  | 4    
|           |  |             | 
|           |  | Item 7.     |  | Financial Statements                                                                                            |  | 4    
|           |  |             | 
|           |  | Item 8.     |  | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                            |  | 4    
|           |  |             | 
|           |  | Item 8A(T). |  | Controls and Procedures                                                                                         |  | 4    
|           |  |             | 
|           |  | Item 8B.    |  | Other Information                                                                                               |  | 5    
|           |  |             | 
|PART III   |  |             |  |                                                                                                                 |  |      
|           |  |             | 
|           |  | Item 9.     |  | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |  | 5    
|           |  |             | 
|           |  | Item 10.    |  | Executive Compensation                                                                                          |  | 5    
|           |  |             | 
|           |  | Item 11.    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  |  | 6    
|           |  |             | 
|           |  | Item 12.    |  | Certain Relationships and Related Transactions                                                                  |  | 6    
|           |  |             | 
|           |  | Item 13.    |  | Exhibits                                                                                                        |  | 6    
|           |  |             | 
|           |  | Item 14.    |  | Principal Accountant Fees and Services                                                                          |  | 7    
|           | 
|SIGNATURES |  | 8          

This Annual Report on Form 10-KSB contains statements that constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this Report and include all statements regarding the intent, belief
or current expectations of Annapolis Bancorp, Inc. (the Company), its directors or its officers with respect to, among other things: (i) the Companys financing plans; (ii) trends affecting the Companys financial
condition or results of operations; (iii) the Companys growth strategy; and (iv) the declaration and payment of dividends. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and
involve certain risks and uncertainties, including but not limited to: changes in interest rates, deposit flows, cost of funds and demand for financial services; general economic conditions; legislative and regulatory changes; changes in tax
policies, rates and regulations of federal, state and local tax authorities; and changes in accounting principles, policies and guidelines. Actual results may differ materially from those projected in the forward-looking statements as a result of
various factors discussed herein and those factors discussed in the Companys filings with the Securities and Exchange Commission.



2



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##### Table of Contents

PART I



|ITEM 1. | DESCRIPTION OF BUSINESS
|------- | -----------------------

The information relating to the
description of business of the Company is incorporated herein by reference to page 25 of the Companys 2007 Annual Report to Shareholders.



|ITEM 2. | DESCRIPTION OF PROPERTY
|------- | -----------------------

The executive offices of the Company and
BankAnnapolis (the Bank) are located at 1000 Bestgate Road, Suite 400, Annapolis, Maryland 21401.

The following table sets forth the location
of and certain additional information regarding the offices of the Company and the Bank at December 31, 2007:



|                        |  |              |  |                                         |  |                         |  |                                                                               |      
|----------------------- |  | ------------ |  | --------------------------------------- |  | ----------------------- |  | ----------------------------------------------------------------------------- | -----
|                        |  | Leased/Owned |  | Original Year LeasedorLocation Acquired |  | Year ofLease Expiration |  | Net Book Value of Propertyor Leasehold Improvements atDecember 31, 2007($000)
|Administration (3), (4) |  | Owned        |  | 2001                                    |  | N/A                     |  | $                                                                             | 4,680
|Bestgate                |  | Owned        |  | 2001                                    |  | N/A                     |  |                                                                               | 1,338
|Edgewater               |  | Land Leased  |  | 1996                                    |  | 2016(1)                 |  |                                                                               | 305  
|Cape St. Claire         |  | Leased       |  | 1995                                    |  | 2010(1)                 |  |                                                                               | 38   
|Kent Island             |  | Leased       |  | 1990                                    |  | 2023(1)                 |  |                                                                               | 1,672
|Severna Park            |  | Leased       |  | 1996                                    |  | 2013(2)                 |  |                                                                               | 18   
|BayWoods                |  | Leased       |  | 2003                                    |  | 2013(2)                 |  |                                                                               | 8    
|Market House            |  | Leased       |  | 2006                                    |  | 2011(1)                 |  |                                                                               | 106  



|(1) | These leases may be extended at the option of the Company for periods ranging from one to twenty years.
|--- | -------------------------------------------------------------------------------------------------------

|(2) | Renewal options were exercised subsequent to December 31, 2007, extending the leases for five years until 2013.
|--- | ---------------------------------------------------------------------------------------------------------------

|(3) | The Company owns an undeveloped piece of property in Odenton, Maryland for future branch expansion.
|--- | ---------------------------------------------------------------------------------------------------

|(4) | The Company has signed a lease agreement for space in the Annapolis Towne Centre at Parole, a development still under construction. The Company expects to open a branch location in
the Centre by the end of 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On July 1, 2001, the Bank entered into a three year lease for the second floor space of the Banks
headquarters building with Heim and Associates, P.A., now HeimLantz Professional Corporation, an accounting firm whose President is a director of the Company and the Bank. The current lease rate is $188 thousand per annum with the initial lease rate
set at the inception of the lease in 2001 based on market rates at that time as determined by an independent commercial real estate services firm not affiliated with the Company or the Bank. The initial lease term of 3 years expired in June 30,
2005. The lease is now in the second year of the second renewal option of 2 years. There is one 1 year renewal option remaining.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

The Company is not involved in any pending legal
proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Companys financial condition and results of
operations.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.

PART II



|ITEM 5. | MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | -----------------------------------------------------------------------------------------------

Information relating to the market for the Companys common stock and related stockholder matters appears on page 18, of the Companys 2007 Annual Report to Stockholders under Market Value and Dividend
Information and is incorporated herein by reference.

Information relating to the Companys Employee Stock Purchase Plan appears on page 34, of the
Companys 2007 Annual Report to Stockholders under Note 13 to the Financial Statements and is incorporated herein by reference.



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The following table provides information about shares of the Companys common stock purchased by or on behalf of the
Company during the three months ended December 31, 2007.



|                    |  |                                    |  |                             |      |                                                                            |       |                                                                            |        
|------------------- |  | ---------------------------------- |  | --------------------------- | ---- | -------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------- | -------
|Period              |  | Total Numberof SharesPurchased (1) |  | Average PricePaid per Share |      | Total Number ofSharesPurchased asPart of PubliclyAnnouncedPlans orPrograms |       | Maximum Numberof Shares that mayyet be Purchasedunder the Plans orPrograms
|October 1-31, 2007  |  |                                   |  |                             |     |                                                                            |      |                                                                            | 104,744
|November 1-30, 2007 |  | 8,916                              |  | $                           | 7.40 |                                                                            | 8,916 |                                                                            | 100,828
|December 1-31, 2007 |  |                                   |  |                             |     |                                                                            |      |                                                                            | 100,828
|                    |  |                                    |  |                             |      |                                                                            |       |                                                                            |        
|Total               |  | 8,916                              |  | $                           | 7.40 |                                                                            | 8,916 |                                                                            | 100,828
|                    |  |                                    |  |                             |      |                                                                            |       |                                                                            |        



|(1) | All shares were purchased under our repurchase plan that was adopted on February 16, 2007 and was publicly
announced on February 20, 2007. On February 15, 2008 the repurchase plan was amended to increase the authorized number of shares to be repurchased from 200,000 to 300,000 shares of common stock in open market and/or private transactions.
The plan provides that the price at which the shares are purchased may not be less than the fair market value of a share of common stock as listed or quoted on The NASDAQ Stock Market® on
the date of purchase.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS
|------- | ------------------------------------

The above-captioned
information appears on pages 1 through 18 of the Companys 2007 Annual Report to Stockholders and is incorporated herein by reference.



|ITEM 7. | FINANCIAL STATEMENTS
|------- | --------------------

The Consolidated Financial Statements of
Annapolis Bancorp, Inc. and its subsidiaries, together with the report thereon by Stegman & Company, the Companys Independent Registered Public Accounting Firm, for the year ended December 31, 2007, appear in the Companys
2007 Annual Report to Stockholders on pages 20 through 41 and are incorporated herein by reference.



|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 8A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Disclosure Controls

As of the end of the period covered by this Annual Report on Form 10-KSB, the Companys Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Companys disclosure controls and procedures. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are
effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934,
as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.

Internal Control over Financial Reporting

Managements report on the Companys internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), is included in our 2007 Financial Report under the heading Managements Report on Internal Control Over Financial Reporting, which appears on
page 19 of the Companys 2007 Annual Report to Stockholders and is incorporated by reference.

Changes in Internal Control over Financial Reporting

There were no changes in the Companys internal control over financial reporting (as defined in Rule 13a-15 or Rule 15d-15 under the Securities
Exchange Act of 1934, as amended) during the quarter ended December 31, 2007, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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|ITEM 8B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
|------- | ---------------------------------------------------------------------------------------------------------------

The information relating to directors, officers, promoters and control persons and regarding compliance with Section 16(a) of the Exchange Act is incorporated herein
by reference to the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2008 at pages 3 through 4, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of
the Companys fiscal year (Proxy Statement).

Executive Officers of the Registrant

The information relating to directors and named executive officers of the Registrant is incorporated herein by reference to the Registrants Proxy Statement at pages
3 through 8. In addition, information concerning Executive Officers who are not directors is set forth below:



|                        |  |                |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------- |  | -------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                    |  | Age at12/31/07 |  | Position with the Company and Bank and Past Five Years Experience                                                                                                                                                                                                                                                                                                                                    
|Rita D. Demma           |  | 60             |  | Secretary of the Company and the Bank. Ms. Demma has been an officer of the Bank since 2000. Ms. Demma held a similar position from 1996 through 2000 with the University of Maryland Medical
Center prior to joining the Company.                                                                                                                                                                   
|                        |  |               
|Margaret Theiss Faison  |  | 49             |  | Chief Financial Officer and Treasurer of the Company and Senior Vice President, Chief Financial Officer and Treasurer of the Bank. Prior to joining the Company in 1999, Ms. Faison was Senior
Vice President and Chief Financial Officer of Sterling Bank & Trust Co. of Baltimore from 1997 until 1999. Ms. Faison was previously Vice President and Chief Financial Officer with Mellon Bank (MD).
|                        |  |               
|Patsy J. Houck          |  | 45             |  | Senior Vice President and Chief of Operations for the Bank. Prior to joining the Company in 1999, Ms. Houck was Vice President and Manager of Operations and Administration for Mellon Bank
(MD).                                                                                                                                                                                                    
|                        |  |               
|Robert E. Kendrick, III |  | 62             |  | Senior Vice President and Chief Credit Officer of the Bank. Prior to joining the Bank in 1999, Mr. Kendrick held similar positions from 1967 through 1999 with Citizens National Bank of
Laurel, Bank of Maryland, Sterling Bank & Trust Co. of Baltimore and NationsBank.                                                                                                                           
|                        |  |               
|Ronald M. Voigt         |  | 41             |  | Senior Vice President and Chief Business Development Officer of the Bank. Prior to joining the Bank in July 2007, Mr. Voigt was with Bank of America from 1989 to 2007 most recently as
Senior Vice President and Market Credit Officer for the Annapolis, Eastern Shore and Baltimore Market.                                                                                                       

Code of Ethics

On June 20, 2003, the Companys Board of Directors adopted a code of ethics that applies to its principal executive officer, principal accounting officer or controller, or persons performing similar functions. On February 15,
2008 the Companys Board of Directors reaffirmed the code of ethics. That Code of Ethics for the Principal Executive Officer and the Senior Financial Officer has been posted on the Companys internet website at www.bankannapolis.com.

Audit Committee

The information relating to the
Companys Audit Committee is incorporated herein by reference to the Companys Proxy Statement at page 7.



|ITEM 10. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information relating to director and
executive compensation is incorporated herein by reference to the Companys Proxy Statement at pages 9 through 12.



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|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information relating to security ownership of certain beneficial owners and management is incorporated herein by reference to the Companys Proxy Statement at pages 3 though 4.

The Equity Compensation Plan Information appears in the Companys Proxy Statement on pages 12 through 13 and is incorporated herein by reference.



|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

The information
relating to certain relationships and related transactions is incorporated herein by reference to the Companys Proxy Statement on page 13 and is incorporated herein by reference.



|ITEM 13. | EXHIBITS
|-------- | --------

Exhibits

The following exhibits are filed as part of this report.



|     |  |                                                                                      
|---- |  | -------------------------------------------------------------------------------------
|3.1  |  | Articles of Incorporation of Annapolis Bancorp, Inc.*                                
|     | 
|3.2  |  | Amended and Restated Bylaws of Annapolis Bancorp, Inc.******                         
|     | 
|3.3  |  | Articles of Incorporation of BankAnnapolis**                                         
|     | 
|3.4  |  | Bylaws of BankAnnapolis**                                                            
|     | 
|4.0  |  | Stock Certificate of Annapolis National Bancorp, Inc.*                               
|     | 
|10.1 |  | Annapolis National Bancorp, Inc. Employee Stock Option Plan*+                        
|     | 
|10.2 |  | Annapolis National Bancorp, Inc. 2000 Employee Stock Option Plan**                   
|     | 
|10.3 |  | Annapolis Bancorp, Inc. 2006 Stock Incentive Plan****                                
|     | 
|10.4 |  | Form of Restricted Share Award Agreement****                                         
|     | 
|10.5 |  | Form of Deferral Election Agreement for Deferred Share Units****                     
|     | 
|10.6 |  | Annapolis Bancorp, Inc. 2007 Employee Stock Purchase Plan *****                      
|     | 
|11.0 |  | Computation of earnings per share (filed herewith)                                   
|     | 
|13.0 |  | Portions of 2007 Annual Report to Stockholders (filed herewith)                      
|     | 
|14.0 |  | Code of Ethics***                                                                    
|     | 
|21.0 |  | Subsidiary information is incorporated herein by reference to Part I  Subsidiaries
|     | 
|23.0 |  | Consent of Independent Registered Public Accounting Firm (filed herewith)            
|     | 
|31.1 |  | Certification Pursuant to Sarbanes-Oxley Section 302 (filed herewith)                
|     | 
|31.2 |  | Certification Pursuant to Sarbanes-Oxley Section 302 (filed herewith)                
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350                                     
|     | 
|32.2 |  | Certification Pursuant to 18 U.S.C. Section 1350                                     



|       |  |                                                                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+      |  | Management contract or compensatory plan or arrangement.                                                                                                                                                                       
|*      |  | Incorporated herein by reference to the Exhibits to Form SB-2, Registration Statement, filed on June 23, 1997 and any Amendments thereto, Registration No. 333-29841.                                                          
|**     |  | Incorporated herein by reference to the Exhibits to Form 10-KSB Annual Report for the fiscal year ended December 31, 2000, Commission File Number 0-22961, filed with the Securities and
Exchange Commission on March 28, 2001.
|***    |  | Incorporated herein by reference to the Annual Report on Form 10-KSB for fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission on March 25,
2004.                                             
|****   |  | Incorporated by reference to the Registration Statement on Form S-8, Commission File Number 333-136382, filed with the Securities and Exchange Commission on August 8, 2006.                                                   
|*****  |  | Incorporated by reference to the Registration Statement on Form S-8, Commission File Number 333-143943, filed with the Securities and Exchange Commission on June 21, 2007.                                                    
|****** |  | Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on October 22, 2007.                                                                                                               



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##### Table of Contents

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Audit and Non-Audit Fees

The information relating to the principal accountant fees and services is incorporated herein by reference to the Companys Proxy Statement on
page 16.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



ANNAPOLIS BANCORP, INC.By:

/s/ Richard M. LernerRichard M. LernerChairman and CEODate:

March 26, 2008By:

/s/ Margaret Theiss FaisonMargaret Theiss Faison Chief Financial
OfficerDate:

March 26, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed
by the following persons in the capacities and on the dates stated.



|                           |  |                                                                                    |  |               
|-------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|NAME                       |  | Title                                                                              |  | Date          
|                           |  |                                                                                   
|/s/ Richard M. Lerner      |  | Chairman, Chief Executive Officer and Director (principal executive officer)       |  | March 26, 2008
|Richard M. Lerner          |  |                                                                                    | 
|                           |  |                                                                                   
|/s/ Margaret Theiss Faison |  | Treasurer and Chief Financial Officer (principal accounting and financial officer) |  | March 26, 2008
|Margaret Theiss Faison     |  |                                                                                    | 
|                           |  |                                                                                   
|/s/ Walter L. Bennett, IV  |  | Director                                                                           |  | March 26, 2008
|Walter L. Bennett, IV      |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ Clyde E. Culp, III     |  | Director                                                                           |  | March 26, 2008
|Clyde E. Culp, III         |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ Kendel S. Ehrlich      |  | Director                                                                           |  | March 26, 2008
|Kendel S. Ehrlich          |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ F. Carter Heim         |  | Director                                                                           |  | March 26, 2008
|F. Carter Heim             |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ Stanley J. Klos, Jr.   |  | Director                                                                           |  | March 26, 2008
|Stanley J. Klos, Jr.       |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ Lawrence E. Lerner     |  | Director                                                                           |  | March 26, 2008
|Lawrence E. Lerner         |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ Lawrence W. Schwartz   |  | Director                                                                           |  | March 26, 2008
|Lawrence W. Schwartz       |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ Ermis Sfakiyanudis     |  | Director                                                                           |  | March 26, 2008
|Ermis Sfakiyanudis         |  |                                                                                    |  |               
|                           |  |                                                                                   
|/s/ Clifford T. Solomon    |  | Director                                                                           |  | March 26, 2008
|Clifford T. Solomon        |  |                                                                                    |  |               



8