WASHINGTON METROPOLITAN AREA

CORPORATE COUNSEL ASSOCIATION, INC.

2009 Annual Meeting

Election of Officers and Directors

Kevin S. Lapidus, the 27th President of the Washington Metropolitan Area Corporate Counsel Association, Inc. (the “Association”), or his designee, is hereby appointed Proxy to appear and vote on behalf of the undersigned member at the Association’s Annual Meeting, to be held in conjunction with its program scheduled for January 28, 2009, upon such business as may properly come before the meeting, including the following:

Election of the following nominees for Directors and Officers:

Officers:

President-elect: Curtis L. Schehr, Senior VP & General Counsel, DynCorp International Inc.

Vice President (Programming): Stephen Dwyer, Deputy General Counsel, American Staffing Association

Vice President (External Relations): Robert E. Gans, Senior Employment Counsel, Computer Sciences Corporation

Secretary: Anne L. Milem, Managing Director and Associate General Counsel, Sallie Mae, Inc.

Treasurer: Michael Finn, Assistant General Counsel, General Dynamics Corporation

Directors: For terms expiring in 2012:

·  Stephen Dwyer, Deputy General Counsel, American Staffing Association

·  Michael Finn, Assistant General Counsel, General Dynamics Corporation

·  Robert E. Gans, Senior Employment Counsel, Computer Sciences Corporation

·  David A. Kessler, Senior Corporate Counsel for the Public Sector Group, Symantec Corporation

·  Anne L. Milem, Managing Director and Associate General Counsel, Sallie Mae, Inc.

·  Curtis L. Schehr, Senior VP & General Counsel, DynCorp International Inc.

Note: Pursuant to Article VI, Section 4 of the WMACCA Bylaws, the Secretary and Treasurer serve for two-year terms. All other officer positions are for one-year terms.

I hereby vote

______For the slate set out above or candidates specified

______Against the slate set out above or candidates specified

For the following write-in candidates: ______

______

______

Signature Name (print) Company Dated

Please return your ballot to Ilene G. Reid, WMACCA Executive Director, by mail to 6928 Race Horse Lane, Rockville, MD 20852, by e-mail to or by fax to 301-881-2065, BY NO LATER THAN JANUARY 26, 2009.